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The following is an excerpt from a 8-K SEC Filing, filed by COMMERCIAL MORTGAGE ACCEPTANCE CORP on 12/5/1997.
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PNC MORTGAGE ACCEPTANCE CORP - 8-K - 19971205 - EXHIBIT_99

APPRAISAL REPORT

OF

A PORTION OF
OPP MARKETPLACE SHOPPING CENTER
507 EAST CUMMINGS ROAD
OPP, ALABAMA

(CZ97-147R)

FOR

MR. LARRY MILLER
MERRILL LYNCH
WORLD FINANCIAL CENTER - NORTH TOWER
NEW YORK, NY 10281

AS OF

AUGUST 6, 1997

BY

HOWARD J. PORTER, JR., MAI, CCIM
GLEN E. HEINZELMAN, ASSOCIATE APPRAISER
H. J. PORTER & ASSOCIATES
1214 FIRST AVENUE, SUITE 130
COLUMBUS, GEORGIA 31901
(706) 324-4990

[LOGO]
H.J. Porter & Associates


[LOGO]
[H.J. Porter & Associates - LETTERHEAD]

August 20, 1997

Mr. Larry Miller
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

Re: A portion of the Opp Marketplace 507 East Cummings Road Opp, Alabama

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an appraisal of the above referenced property. The purpose of this appraisal was to determine the market value of the leased fee interest in the subject property, one of fifteen shopping centers to be included in a portfolio of retail shopping centers cross collateralized, under single management, and subject to stringent provisions. AS SUCH, THE ESTIMATED VALUE OF THE SUBJECT PROPERTY IS SUBJECT TO THE ABOVE CONDITIONS. This complete appraisal communicated in a self contained narrative report has been prepared in a accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) as amended by the Comptroller of the Currency.

Based upon our investigation into the subject property, and its current economic environment, we are of the opinion that the market value of the leased fee interest in the subject property as of August 6, 1997, is:

ONE MILLION FOUR HUNDRED EIGHTY THOUSAND DOLLARS
($1,480,000)

Divided as:       Improvements                 $1,413,400
                  Land                             66,600
                                               ----------
                  Total                        $1,480,000

Please note that this report is subject to the contingent and limiting conditions as found in the addendum. It should be noted that our employment was not conditional upon our producing a specific value with a given range. Future employment prospects with Merrill Lynch are not

Real Estate Research, Appraisal & Counseling Birmingham, AL; Columbus, GA; Montgomery, AL; Auburn, AL


Mr. Larry Miller
August 20, 1997
Page #2

dependent upon our producing a specified value. Also, neither payment of our fee, nor our employment are/were based upon whether a loan application is approved or disapproved. We appreciate the opportunity to be of service to you in this matter.

The attached report is submitted in support of these conclusions.

Yours very truly,

/s/Howard J. Porter                            /s/Glen E. Heinzelman
Howard J. Porter, Jr., MAI, CCIM               Glen E. Heinzelman, Associate
Certified General Real Property Appraiser      Licenced Real Property Appraiser
Alabama Certificate #G51                       Alabama Certificate #L12

[LOGO]

H.J. Porter & Associates


SUMMARY OF SALIENT FACTS AND CONCLUSIONS

PROPERTY IDENTIFICATION:                      Opp Marketplace
                                              507 East Cummings Road
                                              Opp, Alabama

PROPERTY RIGHT APPRAISED:                     Leased Fee Estate

HIGHEST AND BEST USE
AS VACANT AND IMPROVED:                       Neighborhood Shopping Center

DATE OF VALUE:                                August 6, 1996

SITE DATA:                                    2.05 Acres or 89,298 Sq. Ft.

BUILDING DATA:                                25,350 Sq. Ft. Divided As:
                                              Harco Drugs -     8,450 Sq. Ft.
                                              B.C. Moore -      16,900 Sq. Ft.

ESTIMATED LAND VALUE:                         $66,600

VALUE INDICATIONS:
         Cost Approach                        $1,314,000
         Income Approach                      $1,485,000
         Market Approach                      $1,460,000

MARKET VALUE:                                 $1,480,000

H.J. Porter & Associates, Inc.


TABLE OF CONTENTS

Intended Use of Appraisal .................................................    1
Environmental Considerations ..............................................    1
Scope of the Assignment ...................................................    1
Date of Value Estimate ....................................................    2
Exposure Period ...........................................................    2
Type Appraisal/Type Report ................................................    2
Property Ownership ........................................................    3
Property Location .........................................................    3
Zoning/Public Utilities ...................................................    4
Legal Description/Land Size ...............................................    4
Ad Valorem Tax Analysis ...................................................    6
Purpose of Appraisal/Definition of Value ..................................    7
Rights Appraised ..........................................................    7
Area Analysis - Opp/Covington County, Alabama .............................    8
Neighborhood Analysis .....................................................   13
Site Analysis .............................................................   15
Description of Subject Improvements .......................................   16
Highest and Best Use ......................................................   18
The Appraisal Process .....................................................   20
Land Value - Direct Comparison ............................................   23
Cost Approach to Value ....................................................   29
Income Approach to Value ..................................................   32
Market Approach ...........................................................   45
Reconciliation and Final Value Estimate ...................................   63
Certification .............................................................   64

EXHIBITS

   Location Map ..............................................    Facing Page 4
   State Map .................................................    Facing Page 9
   Site Plan .................................................    Facing Page 15
   Subject Photographs .......................................    Facing Page 16
   Land Sales Map ............................................    Facing Page 27
   Improved Sales Map ........................................    Facing Page 60

REAR EXHIBITS

   Korpacz Real Estate Investor Survey
   Assumptions and Limiting Conditions
   Qualifications
   State of Alabama Certification


                                                  H.J. Porter & Associates, Inc.


1

INTENDED USE OF APPRAISAL

These appraisal have been requested to function as an underwriting guide for mortgage loan purposes and for use in securitization of mortgages. Accordingly, these appraisals may be provided by Merril Lynch & Co., to potential investors in a securitization of other sale of mortgage loans. The appraisal is undertaken without departure in accordance with USPAP as promulgated by the Appraisal Foundation and as amended by the Comptroller of Currency.

ENVIRONMENTAL CONSIDERATIONS

According to a Phase I Environmental Site Assessment conducted March 25, 1992 and updated December, 1994 by CTE Environmental, there was no evidence of environmental hazards or liabilities at the subject site or adjacent properties. A copy of the Environment Site Assessment is included in the rear exhibits. The appraised value contained herein assumes that the subject is free of any environmental contamination.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping centers to be included in a portfolio of retail properties which are crlss collateralized, under single management, and subject to stringent release provisions.

The scope of the assignment includes undertaking the three traditional approaches to value with consideration given to the current status of the retail market in Opp, Alabama and the surrounding market area. In the Cost Approach, local real estate professionals and appraisers were contacted and a search of public records undertaken to locate comparable land sales. A detailed inspection of the site and improvements was made by the Associate Appraiser. Construction details were obtained from the physical inspection by the Associate and from plans prepared by Sanford - Bell & Associates, Inc. dated June 8, 1993, with revision dates of September 10, 1993, October 5, 1993, November 16, 1993, June 21, 1994, and September 30, 1994. Current cost estimates were obtained from the Marshall Valuation Service, a nationally recognized cost service indexed to the local market.

In the Income Approach to Value, a survey of local retail market conditions was made by interviewing local leasing and management agents. Rental income was compared to similar properties in the local and regional market areas. Expense comparables were studied to estimate the appropriate expense deductions. The resulting net operating income was then capitalized into a present value estimate by direct capitalization. The overall capitalization rate was derived from market sales, built-up rates using current market rates for debt and equity, and from published investor surveys.

H.J. Porter & Associates, Inc.


SCOPE OF THE APPRAISAL - (CONTINUED) 2

The Sales Comparison or Market Approach was developed after a search for sales of similar shopping centers. To locate appropriate sale comparables, local Realtors, appraisers, mortgage lenders, and developers were interviewed. The sales located were compared to the subject with adjustments made for items of differences.

After development of the three approaches, the value indications derived were reconciled to provide a value estimate for the subject property as of the effective date of appraisal.

DATE OF VALUE ESTIMATE

The subject property is valued as of August 6, 1997 which is the date the subject was physically inspected by the Associate Appraiser. The date utilized in preparing this appraisal was researched, gathered, and/or updated during the period August 5 through August 15, 1997. The date of the appraisal is August 20, 1997 the date of the transmittal letter.

EXPOSURE PERIOD

Based on the current economic environment of which the subject is a part and the value estimated to obtain a price in this report, the subject would have required a market exposure period of between 6 and 12 months at or near the appraised value. This estimate is predicated on conversations with local real estate professionals and conversations with parties who purchased properties with lease terms similar to the subject.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the appraisers have performed a "Complete" appraisal according to Standard Rule 1 and the communicated to the client in a "Self-contained Appraisal Report" in accordance with Standard Rule 2-2a.

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

LOCATION MAP


3

PROPERTY OWNERSHIP

The subject property is under the ownership of:

Opp Partners, Ltd.

250 Washington Street
P.O. Box 680176
Prattville, AL 36067

The subject property is a portion of a neighborhood shopping center known as The Opp Marketplace. The underlying land was part of the assemblage for the shopping center. The assemblage took place in September, 1993 in two purchases for a total of $200,000 for 8.06 acres. The total purchase price equates to a per acre purchase price of $24,814 per acre. The shopping center containing a total of 55,975 sq. ft. was constructed soon after in mid 1994 on the northernmost 6.33 acres with the southernmost 1.73 acres retained for expansion or resale.

Since construction, two transactions affecting the shopping center have transpired. First, in mid, 1995 the fee simple interest in the southernmost 1.73 acres was sold to SouthTrust Bank for $50,000 or $28,902 per acre. The transaction was recorded in the Covington County Courthouse in Deed Book 909 at page 166 on October 11, 1995. Second, the leasehold in the 30,625 sq. ft. Winn-Dixie was sold to Alvin and Norma Chan in mid 1995 for a purchase price of $1,920,000 or $62.70 per sq. ft. of leasable area. This transaction was recorded in the Covington County Courthouse on November 22, 1995 in Deed Book 911 at page 131.

To the best of our knowledge no other transactions involving the subject or Opp Marketplace Shopping Center have occurred in the five years prior to the date of appraisal. Additionally, to the best of our knowledge, there are no offered pending to purchase the subject nor is it currently listed for sale.

PROPERTY LOCATION

The subject property is located east of the intersection U.S. Highway 331 and County Highway 22 (Opp-Alberton Road) within the city limits of Opp, Covington County, Alabama It is located by street address as:

Opp Marketplace 507 East Cummings Road Opp, Alabama

H.J. Porter & Associates, Inc.


4

ZONING/PUBLIC UTILITIES

The subject property is located in the city limits of Opp, Alabama and is subject to that city's zoning jurisdiction. The site is currently zoned B-2, General Commercial, which allows shopping center use. This zoning classification calls for a minimum lot size of 2,000 sq. ft., minimum lot width of 50', maximum coverage ratio of 50%, maximum height of 65' and no minimum yard set back except when adjacent to a residentially zoned area where the setback requirement would be 30 feet. This classification also calls for an on-site parking ratio of 5 parking spaces for each 1,000 sq. ft. of floor area. Based on an inspection of the property and plans, the existing improvements appear to conform to the current zoning ordinance.

The subject has all utilities including electricity, gas, water, sewage, and telephone in sufficient quantities to sustain commercial development. Public services such as police and fire protection are provided by the City of Opp.

LEGAL DESCRIPTION/LAND SIZE

The legal description for the subject was obtained from the owners, Opp Partners, Ltd. The subject property is legally described as:

A parcel of land lying in and being a part of the south half of the Southeast quarter of Section 28, Township 4 North, Range 18 East, Covington County, Alabama; and being more particularly described as follows:

Commence at the Southwest corner of the Southeast quarter of the Southeast quarter of Section 28, Township 4 North, Range 18 east, Covington County, Alabama, and run thence North 89 degrees 54 minutes 25 seconds West along the south line of the Southwest quarter of the Southeast quarter of Section 28 for a distance of 163.64 feet to a point on the east right-of-way line of U.S. Highway 331; thence North 16 degrees 19 minutes 15 seconds West along said east right-of-way line for a distance of 55.86 feet; thence continue along said East right-of-way line a curve to the left (having a radius of 1103.62 feet, a chord bearing of North 21 degrees 25 minutes 45 seconds West, a chord distance of 196.54 feet) and arch distance of 196.80 feet; thence leaving said east right-of-way line North 64 degrees 29 minutes 45 seconds East a distance of 32.31 feet; thence North 00 degrees 09 minutes 54 seconds East a distance of 59.18 feet to the POINT OF BEGINNING: Thence North 00 degrees 09 minutes 54 seconds East a distance of 202.36 feet to a point on the south right-of-way line of County Highway
22 (Opp-Alberton Road); thence along said south right-of-way line South 85 degrees 28 minutes 00 seconds East a distance of 223.30 feet; thence South 00 degrees 09 minutes 54 seconds West along a right-of-way widening line a distance of 24.50 feet; thence South 84 degrees 55 minutes 00 seconds East along said south right-of-way line a distance of 220.81 feet; thence leaving said rough right-of-way line South 00 degrees 09 minutes 54 seconds West a distance of 203.85 feet; thence North 89 degrees 50 minutes 06 seconds West a distance of 206.00 feet; thence North 00 degrees 09 minutes 06 seconds West a distance of 61.28 feet; thence North 89 degrees 50 minutes 06 seconds West a distance of 236.70 feet to the POINT OF BEGINNING; said parcel containing 2.05 acres, more or less.

Based on this description, the subject property is irregular shaped and contains a total land area of 2.05 acres. The subject parcel has approximately 450 fee of frontage on the south side of County Road 22 (Opp - Alberton Road).

H.J. Porter & Associates, Inc.


LEGAL DESCRIPTION/LAND SIZE - (CONTINUED) 5

As indicated previously, the subject property is one of fifteen shopping centers to be included in a portfolio of retail properties which are cross collateralized, under single management, and subject to stringent release provisions. The other shopping centers contained in the portfolio are listed as follows:

================================================================================
Greenbrier Station Shopping Center             The "Y" Shopping Center
Anniston, Alabama                              Panama City Beach, Florida
--------------------------------------------------------------------------------
Clanton Marketplace                            Mandelville Marketplace
Clanton, Alabama                               Pandelville, Louisiana
--------------------------------------------------------------------------------
Betts Crossing Shopping Center                 Brownsville Place Shopping Center
Opelika, Alabama                               Brownsville, Tennessee
--------------------------------------------------------------------------------
Russell Crossing Shopping Center               Chicot Crossing Shopping Center
Pheinx City, Alabama                           Pascagoula, Mississippi
--------------------------------------------------------------------------------
29 North Shopping Center                       Delchamps Plaza
Cantonment, Florida                            Long Beach, Mississippi
--------------------------------------------------------------------------------
Nine Mile Plaza Shopping Center                One Main Place
Pensacola, Florida                             Moss Point,Mississippi
--------------------------------------------------------------------------------
Parker Shopping Center
Parker, Florida
================================================================================

                                                  H.J. Porter & Associates, Inc.


6

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Covington County Tax Assessor's Office and is found on the tax rolls as:

Assessed to:                        Opp Partnership, Ltd.
                                    250 Washington Street
                                    P.O. Box 680176
                                    Prattville, AL 36067

                                    Parcel I.D. #: 23-11-08-28-4-403-6-038.003
                                    23-11-08-28-4-404-0-009.001

Value:                              Land:                      $ 34,200
                                    Improvements:              $828,945
                                                               --------
                                    Total:                     $863,145

Assessment Ratio:                   20%

Local Millage Rate:                 $0.039 per $1,000 of assessed value

Annual Tax:                         $6,732.53

The subject property is part of the Opp Marketplace shopping center anchored by a 30,625 sq. ft. Winn Dixie Supermarket. The Winn Dixie is owned by others as discussed in the Ownership History section of this report and taxed separately. To test the reasonableness of the taxes levied against the subject, the taxes levied against two other shopping centers in Opp were investigated. The result of that investigation is contained in the following chart.

================================================================================
PROPERTY NAME        SIZE (SQ. FT.)      TAX VALUATION        VALUATION/SQ.FT.
================================================================================
Sanford Station          54,280            $2,074,601              $39.35

Three Notch Plaza        39,300            $1,721,338              $43.80
================================================================================
SUBJECT                  25,350             $ 863,145              $34.05
================================================================================

The two tax comparables are older shopping centers anchored by secondary tenants such as Piggly Wiggly and IGA Supermarkets who took over second generation anchor space. Based on factors such as age, overall condition, quality of anchor tenant, etc. the taxes levied against the subject appear to be appropriate.

H.J. Porter & Associates, Inc.


7

PURPOSE OF APPRAISAL/DEFINITION OF VALUE

The purpose of the appraisal is to estimate the market value of the leased fee interest in the subject property as of the effective date of appraisal, August 6, 1997.

Market Value is defined by the Appraisal Standards Board of the Appraisal Foundation in the 1997 Glossary - Uniform Standards of Professional Appraisal Practice, page 155 as:

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

1. Buyer and seller are typically motivated;

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

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.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines Leased Fee Estate as, "an ownership interest held by a Landlord with the right of use and occupancy conveyed by lease to others. The rights of lessor "the leased fee owner" and the leased fee are specified by contract terms contained within the lease."

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

AREA MAP


8

AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA

The four basic factors which should be considered in analyzing an area are:
(1) Physical-Location factors; (2) Economic-Financial factors; (3) Political-Governmental factors; and (4) Sociological factors. Each of these factors is briefly analyzed.

PHYSICAL-LOCATIONAL FACTORS

The subject property is located in Covington County in the town of Opp. Covington County is located in southeastern Alabama approximately twenty miles north of the Florida state line. Traveling distances to major metropolitan areas are:

================================================================
LOCATION                         MILES                DIRECTION
----------------------------------------------------------------
Birmingham, Alabama               166                   North
Mobile, Alabama                   145                 Southwest
Montgomery, Alabama               75                    North
Atlanta, Georgia                  244                 Northeast
Tampa, Florida                    408                 Southeast
Jacksonville, Florida             322                 Southeast
================================================================

Opp is served by two Federal highways. U.S. Highway 331 is the north/south artery linking Opp to the state capital of Montgomery to the north and the Florida panhandle to the south. U.S. Highway 84 is the east/west traffic artery linking Opp to the City of Dothan to the east and Interstate 65 to the west. Access to the interstate highway system is within a short drive time. Interstate 65, the major north/south artery, is 48 miles west of Opp and Interstate 10 in the Florida panhandle, a major east/west artery, is approximately 46 miles south.

The town of Opp was established in 1920 after the L & N Railroad won its litigation against the Central of Georgia Railroad to survey a right-of-way into Covington County. The L & N Built a rail line eastward from Andalusia, the county seat, and made a southbound arm where the town of Opp is located. This southbound arm provided a good "turning around" place for trains, and because is was already inhabited, a small town was laid out. The town was named after Henry Opp, the lawyer for the L & N Railroad who won the litigation. The railroad continues to play a vital road in the economy of Opp to this day.

H.J. Porter & Associates, Inc.


AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA (CONTINUED)                  9

PHYSICAL AND LOCATIONAL FACTORS - (CONTINUED)

Other major transportation facilities in the area include the Andalusia-Opp
Airport located midway between the two communities and the Chattahoochee River
Dock approximately 75 miles to the east.

The topography of the area is gentle rolling hills. The mean annual temperature
is 64 degrees with an average rainfall of 54.8 inches. The topography, climate,
and rail system provided the ideal environment for the area to become an
important agricultural region. Major agricultural products include cattle,
cotton, broilers, hogs, nuts, fruits, eggs, and soybeans. Natural resources
include calcitic lime as well as pine and other hardwood timber.

ECONOMIC AND FINANCIAL FACTORS

The 1990 Census indicated that the population of Covington County and the town
of Opp declined from the 1980 levels. However, the population of the area has
remained fairly constant since 1970. The table below shows the population
changes, according to the U.S. Census, from 1970 to 1990.

          ============================================================
          YEAR                        COUNTY                      OPP
          ------------------------------------------------------------
          1970                        34,079                     6,593
          1980                        36,850                     7,204
          1990                        36,478                     6,985
          ============================================================

The population of the county increased 7% and the population of Opp increased 5.9% from 1970 to 1990. The county's population has a civilian labor force of 17,580 and are employed by in a variety of industries. The table below shows the breakdown of the labor force by industry groups as of March, 1997.

          ============================================================
          INDUSTRY                                          EMPLOYMENT
          ------------------------------------------------------------
          Manufacturing                                       5,590
          Transp., Comm., Utility                             1,127
          Wholesale & Retail                                  3,252
          Services                                            2,320
          Other                                               5,291
          ============================================================

                                                  H.J. Porter & Associates, Inc.

AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA (CONTINUED)                 10

ECONOMIC AND FINANCIAL FACTORS - (CONTINUED)

As of May, 1997 the unemployment rate in Covington County stood at 7.3%, which
compares with 4.9% for the State of Alabama and 4.8% nationwide. Major private
sector employers in and around Opp are listed in the table below.

    =========================================================================
    NAME                       PRODUCT                EMPLOYEES      YR. EST.
    -------------------------------------------------------------------------
    Opp & Nicolas Mills        Cotton Sheeting        901-1,000        1920
    Covington Industries       Men's Clothing          651-750         1950
    Alabama Farmer Co-Op       Shelled Peanuts         310-350         1969
    General Manufacturing      Ladies Sportswear       251-300         1967
    Phillips Van Husen         Shirts                  151-200         1970
    Anderson's Peanuts         Peanut Processing       101-150         1961
    Sweatt's Prefade           Industrial Laundry      101-150         1961
    Sonoco Products            Spiral Tubes             21-30          1982
    Shuler Brothers Chips      Wood Chips               16-20          1986
    Food Services, Inc.        Processed Foods          16-20          1967
    Opp New, Inc.              Publishing               31-40          1901
    =========================================================================

As indicated in the table above, the textile, forest product, and agricultural industries dominate the private sector economy of Covington County. Baring any unforeseen development initiative by the State of Alabama, the economic mix of the county with its reliance on agriculture and natural resources is anticipated to continue into the future.

As illustrated in the table on the following page, retail sales in Covington County almost doubled from 1986 to 1996. Much of the increase coming between 1992 and 1996, given stagnant population growth rates and high relative unemployment rates, would appear to more of a function of inflation rather than increased population and economic prosperity.

H.J. Porter & Associates, Inc.


AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA (CONTINUED) 11

ECONOMIC AND FINANCIAL FACTORS - (CONTINUED)

=================================================
YEAR                                 RETAIL SALES
-------------------------------------------------
1986                                  140,683,000
1987                                  142,939,000
1988                                  142,710,000
1989                                  174,826,000
1990                                  178,905,000
1991                                  173,680,000
1992                                  207,997,000
1993                                  212,156,000
1994                                  214,278,000
1995                                  217,492,000
1996                                  222,930,000
=================================================

POLITICAL-GOVERNMENTAL FACTORS

The town of Opp is governed by a mayor/council form of government. In 1987, the town established a Planning Commission which has increased the efficiency and implementation of zoning ordinances, utility services, and other governmental related services. Opp owns and operates distribution services for water, sewer, electricity, and cable television. Natural gas is provided by local and regional gas companies. Opp has a total of 23 police personnel and thirteen police cars. There are four full-time fire fighters and seventeen volunteers. They have a fire insurance rating of 5.

SOCIOLOGICAL FACTORS

The community's education, health, and recreation facilities are typical of many small rural towns in Alabama. Opp has one hospital with 99 beds and eight doctors and one nursing home with 179 beds. They have an elementary, junior high, and high school with a total enrollment of approximately 1,600 students. Higher education facilities include the MacArthur Technical College in Opp, Enterprise State Junior College in Enterprise approximately 22 miles east, and Troy State University in Troy approximately 42 miles north.

H.J. Porter & Associates, Inc.


AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA (CONTINUED) 12

SOCIOLOGICAL FACTORS - (CONTINUED)

The area's recreational facilities are typical with four swimming pools, thirteen tennis courts, one golf course, eight ball fields, two parks, and nine basketball courts. In 1992, the State of Alabama opened the Lake Frank Jackson State Park just outside the city limits of Opp. It is a 1,100 acre lake which cost over $8 million to build. The lake is stocked with bass, bream, crappie, and catfish. Local civic organizations have several bass and other fishing tournaments annually. Planned additions include restrooms and camping facilities.

Throughout Alabama and the panhandle of Florida, Opp is most noted for its annual "Rattlesnake Rodeo" where visitors learn the many facts and myths regarding rattlesnakes. This event which also includes country music, arts and crafts, and stock car racing, is held in the fall of each year.

CONCLUSION

In conclusion, Opp is a small rural community located in southeast Alabama. Agriculture is the economic base and has fostered some related industries. The population has remained stable over the past twenty years and is anticipated to remain so into the foreseeable future.

H.J. Porter & Associates, Inc.


NEIGHBORHOOD ANALYSISZ 13

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed. at page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or district, as in an area analysis are:

(1) Physical and Locational Factors

(2) Economic and Financial Factors

(3) Political and Governmental Factors

(4) Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject is located in the city limits of Opp, Alabama just south of the Central Business District. The neighborhood boundaries are considered to be the city limits. The shopping center of which the subject is a portion is located in the "Y" intersection of U.S. Highway 331 and Parry Store Road. At this location U.S. Highway 331 heads in an easterly direction and turns south at Parry Store Road. South-bound travelers have an excellent view of the subject. In the subject's immediate area, U.S. Highway 331 is a four-lane highway. There is a traffic signal west of the subject where U.S. Highway 331 turn eastward at Cummings Avenue and at the "Y" intersection where State Highway 52 turns eastward. Parry Store Road is a minor two-lane paved street which links the mostly rural areas to the east to the city of Opp. The subject property is conveniently located with easy access from any location within Opp and the surrounding area.

The Central Business District of Opp is located generally north of Cummings Avenue which runs parallel to the A & F Railroad. Like many small rural communities in Alabama, the "downtown" area of Opp was first established in the early 1990's. In connection with the early development, residential properties encompassed the business district. Many of the stores and offices buildings have been remodeled and expanded over the years. In the early 1960's as the "baby boom" generation started to come of age, new businesses and commercial properties started locating outside of the Central Business District due to the lack of available vacant land within the CBD. New commercial development proceeded mostly in a southerly direction along U.S. Highway 331 around the "Y" intersection of Staten Highway 52. These was a limited amount of development just north of the downtown area.

Developments along these paths range from fast food restaurants, service stations, free standing stores, and neighborhood shopping centers. They range in age from twenty-five years old to five

H.J. Porter & Associates, Inc.


NEIGHBORHOOD ANALYSIS - (CONTINUED) 14

years old. As such, the subject neighborhood is considered to be in the growth stage of its life cycle.

The topography of the neighborhood is gentle rolling hills with very little problem of flooding. All utilities area available in sufficient quantities to sustain commercial development.

ECONOMIC AND FINANCIAL FACTORS

The primary factor effecting the subject is competing retail properties. As indicated above, most retail properties are located in the Central Business District where the age of the properties range from 30 to 90 years and also along U.S. Highway 331 south of the subject. There are two neighborhood shopping centers in Opp. Based on a visual inspection of these centers, their ages are estimated to be between 20 and 25 years. It appears that they were part of the original commercial property expansion outside of the CBD. Neither of these centers have any small, local tenant shop space which will compete with the subject. Each center is anchored by a grocery store.

The first shopping center is located on the north fringe of the CBD and is anchored by Piggly Wiggly and Babcock Furniture. Other tenants include Family Dollar, Factory Connection, and T & C Pharmacy. There is one vacant shop. Based on interviews with these tenants rental rates are below $3.00 per square foot.

The second shopping center is located in the "Y" intersection of U.S. Highway 331 and State Highway 52 just south of the subject. Tenants in this unnamed center include Bargain Town, Movie Gallery, D's Furniture, IGA Foods, and Heilig Myers.

In addition to the subject, Burger King and McDonald's have located near the subject on Highway 331. The Burger King is located in front of the subject in the "Y" intersection and McDonald's is located across the street to the west.

CONCLUSION

In conclusion, the subject is well located between the original Central Business District and the expanded southern district. Its location is suited to serve the needs of the city of Opp and surrounding rural community as well as travelers along U.S. Highway 331 on route to the Florida beaches.

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]


15

SITE ANALYSIS

The subject site is located east of the intersection of U.S. Highway 331 and County Highway 22 (Opp-Alberton Road) in the city limits of Opp, Covington County, Alabama. The individual site characteristics are as follows:

Size:               89,298 Sq. Ft. or 2.05 Acres

Shape:              Irregular

Street Frontage:    Approximately 550 ln. ft. on the south side of County
                    Highway 22

Average Depth:      Approximately 250 Ln. Ft.

Topography:         Relatively level and at grade with the fronting roadway

Access:             Good from U.S. Highway 22. In addition, as part of the Opp
                    Marketplace shopping center anchored by Winn Dixie, the site
                    enjoys cross easements for ingress and egress across the
                    adjacent parcel to the south for access to U.S. Highway 331.

Drainage/Flood
 Hazard:            According to the FEMA Flood Insurance Rate Map, Community
                    Panel No. 010241, effective July 8, 1985, the subject
                    property is located in a Zone C flood hazard area. This is
                    an area designated as being one with minimal flooding and
                    flood insurance is typically not required for lending
                    purposes.

Soils:              Considered typical and adequate for development as evidenced
                    by the surrounding development.

Utilities:          All utilities are available in sufficient quantities
                    development.

Site Improvements:  Portion of a neighborhood shopping center and all associated
                    site improvements.

Street
 Improvements:      U.S. Highway 331 is a four-lane roadway with curb, cutters,
                    and streetlights installed. County Road 22 is basically a
                    two-lane residential street.

Surrounding Uses:   Retail, commercial, and residential uses.


                                                  H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPHS]

1) Front View of Subject looking East

2) Side View of Subject looking Southeast

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Southwest

5) View of U.S. Hwy 331 looking North (Subject on Right)

6) View of County Rd 22 looking East (Subject on Right)

7) View of County Rd 22 looking West (Subject on Left)

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPHS]

1) Front View of Subject looking East

2) Side View of Subject looking Southeast

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Southwest

5) View of U.S. Hwy 331 looking North (Subject on Right)

6) View of County Rd 22 looking East (Subject on Right)

7) View of County Rd 22 looking West (Subject on Left)

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPHS]

1) Front View of Subject looking East

2) Side View of Subject looking Southeast

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Southwest

5) View of U.S. Hwy 331 looking North (Subject on Right)

6) View of County Rd 22 looking East (Subject on Right)

7) View of County Rd 22 looking West (Subject on Left)

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPHS]

1) Front View of Subject looking East

2) Side View of Subject looking Southeast

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Southwest

5) View of U.S. Hwy 331 looking North (Subject on Right)

6) View of County Rd 22 looking East (Subject on Right)

7) View of County Rd 22 looking West (Subject on Left)

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPHS]

1) Front View of Subject looking East

2) Side View of Subject looking Southeast

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Southwest

5) View of U.S. Hwy 331 looking North (Subject on Right)

6) View of County Rd 22 looking East (Subject on Right)

7) View of County Rd 22 looking West (Subject on Left)

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPHS]

1) Front View of Subject looking East

2) Side View of Subject looking Southeast

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Southwest

5) View of U.S. Hwy 331 looking North (Subject on Right)

6) View of County Rd 22 looking East (Subject on Right)

7) View of County Rd 22 looking West (Subject on Left)

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPHS]

1) Front View of Subject looking East

2) Side View of Subject looking Southeast

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Southwest

5) View of U.S. Hwy 331 looking North (Subject on Right)

6) View of County Rd 22 looking East (Subject on Right)

7) View of County Rd 22 looking West (Subject on Left)


16

DESCRIPTION OF SUBJECT IMPROVEMENTS

The subject is a portion of a neighborhood shopping center known as The Opp Marketplace. The center, anchored by Winn-Dixie, contains a total gross leasable area of 55,975 square feet. The subject property consists of the northernmost two tenant spaces containing 25,350 sq. ft. of gross leasable area. The two tenant spaces are currently leased to Harco Drugs (8,450 sq. ft.) and B.C. Moore's (16,900 sq. ft.). The shopping center in general, and the subject improvements in particular have been well maintained and appear to be functionally designed for their intended purpose. No significant degree of deferred maintenance was observed upon physically inspecting the improvements.

It is beyond the scope to narratively discuss all of the pertinent construction details that comprise the subject improvements. The basic construction details that follow were obtained from the physical inspection of the property by the Associate Appraiser on August 6, 1997. The subject's basic construction details are as follows:

Property Type:      Portion of neighborhood shopping center

Total GLA:          55,975 - Opp Marketplace Shopping Center
                    25,350 - Subject portion of shopping center

Year Built:         Late 1994

Effective Age:      2 years

Roof:               Built up tar and gravel over rigid insulation on metal
                    decking. Steel truss support system

Walls:              Concrete block and brick veneer over concrete block on the
                    from. Painted concrete block at rear and sides. Partition
                    walls between tenant spaces are metal studs covered with
                    sheetrock.

Doors:              Anodized aluminum store front doors. Interior (rest room)
                    doors hollow core wood.

Windows:            Anodized bronze aluminum store fronts with single glazing.

Floors:             Reinforced 4" concrete slab with resilient tile cover.

Insulation:         Rigid insulation in built-up roof system.

Ceilings:           Suspended lay-in acoustic tile with recessed fluorescent
                    light fixtures.

                                                  H.J. Porter & Associates, Inc.


DESCRIPTION OF SUBJECT IMPROVEMENTS - (CONTINUED) 17

HVAC:               Individual roof mounted electric central heating and cooling
                    for each unit.


Plumbing:           One and two-two fixture restrooms in each shop space.

Miscellaneous:      Approximately 53,450 sq. ft. of asphalt paving, 820 ln. ft.
                    of concrete curbing, 5,425 sq. ft. of concrete paving, 4
                    metal light poles and fixtures, and landscaping. There are
                    114 parking spaces on the site equating to a parking ratio
                    of 4.5 spaces for each 1,000 sq. ft. of floor area.
                    Additional parking is located on the adjacent parcel also
                    associated with the Opp Marketplace and available through
                    cross easements for parking.

                                                  H.J. Porter & Associates, Inc.


18

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd edition, page 171, as:

"The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are LEGAL PERMISSIBILITY, PHYSICAL POSSIBILITY, FINANCIAL FEASIBILITY, AND MAXIMUM PROFITABILITY."

Based on this definition, consideration must be given to both the subject land site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS IF VACANT

PHYSICALLY POSSIBLE - The 2.05 acre size of the subject would support a wide range of uses including residential, commercial, and some light industrial uses. All the necessary utilities and other public services are available in sufficient quantities to support development. The subject site is part of a larger parcel currently improved with a Winn-Dixie Supermarket. Further, there are no other physical site characteristics that would negatively impact the development potential of the site.

LEGALLY PERMISSIBLE - The subject site is zoned B-2, General Commercial, by the City of Opp. The current zoning allows for office or retail use as well as certain governmental and non-profit related uses such as schools and churches. The subject's B-2 zoning is the same as that of the adjacent parcel improved with the Winn-Dixie Supermarket.

FINANCIALLY FEASIBLE - An inspection of the area surrounding the subject, including the Opp central business district, suggests that there is no effective demand for office use. Almost all of the office development in Opp is concentrated in the downtown area in older storefront buildings or converted residences. The pattern of commercial development in the area, and that which is also considered the most financially feasible, is for retail or commercial service uses along U.S. Highway 331 to serve the Opp community and traveling public. The adjacent parcel to the south is currently improved with a Winn-Dixie Supermarket. Therefore, it would appear that development of the site with a retail use to take maximum advantage of the adjacent development would meet the test of being financially feasible.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject site, "as if vacant and available", the use which is maximally productive generally becomes the deciding factor. Maximally productive uses are limited by the current real estate market, the availability of substitute property for development, and the growth stage of the area. To be maximally productive, that use which provides the most return to the land must be selected.

H.J. Porter & Associates, Inc.


HIGHEST AND BEST USE - (CONTINUED) 19

HIGHEST AND BEST USE-AS VACANT - (CONTINUED)

It has previously been determined that it would be physically possible, legally permissible, and financially feasible to develop the site with a retail use compatible with the current zoning classification and adjacent use. Therefore, as of the effective date of appraisal, retail use is considered to be maximally productive and therefore the highest and best use of the subject site, as if vacant and available.

HIGHEST AND BEST USE - AS IMPROVED

The same criteria utilized to determine the highest and best use of the subject site, as if vacant and available for development, is utilized to determine the highest and best use of the property, as improved.

As stated throughout this report, as of the date of appraisal, the subject site is currently improved retail shop space containing a total of 25,350 sq. ft of gross leasable area and associated site improvements as portion of a neighborhood shopping center anchored by Winn-Dixie. The shopping center in general and the subject improvements in particular are considered to be in good condition and functionally designed for their intended use.

PHYSICALLY POSSIBLE AND LEGALLY PERMISSIBLE - The subject improvements are situated on a site containing 2.05 acres or 89,298 sq. ft. of land. The improvements generate a land-to-building ratio of 3.52:1 based on the total gross leaseable area. The land-to-building ratio allows for an ample amount of on-site parking. Additionally, a retail use, such as the existing improvements is allowable without exception under the sites current B-2 zoning classification.

FINANCIALLY FEASIBLE AND MAXIMALLY PRODUCTIVE - Subsequent sections of this report indicate a site value of $66,600, as if vacant and developable to its highest and best use. The three approaches to value produced indications of value from $1,314,000 to $1,485,000. Hence, the existing improvements appear to contribute significantly to overall property value. Therefore, the focus of this analysis will be on the property "as improved". No other use or development option, as of the effective date of value, would appear to generate a higher return to the land.

H.J. Porter & Associates, Inc.


20

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real property. This process involves gathering all pertinent information available from the market which may influence the value of the subject property. This data is then utilized in forming an estimate of value based upon the three generally accepted approaches to value. These three approaches are the Cost Approach, the Income Approach, and the Direct Sales Comparison Approach.

COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is based upon the proposition that an informed purchaser would pay no more than the cost of producing a substitute property with the same utility as the subject property. It is assumed that the potential purchaser considers producing a substitute property with the same utility as the property being appraised. This analysis involves the cost to buyer of producing an exact replica of the subject property, in the same location and condition as the subject property, as of the effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1. Estimating value of the site as if vacant and available to be put to its highest and best use.

2. Estimating the reproduction cost new of the improvements.

3. Estimating all elements of accrued depreciation.

4. Subtracting the total accrued depreciation from the reproduction cost new of the improvements (resulting in an estimate of the present worth of the improvements).

5. Adding the present worth of all the improvements (including site improvements) to the estimated site value.

6. Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of accrued depreciation. Generally, the older the property and the higher the estimate of accrued depreciation, the less reliable becomes the value indication from this approach. This is particularly critical in the valuation of older properties that normally incur greater amounts of depreciation. The Cost Approach is particularly appropriate when the property being appraised involves relatively new improvements which represent the highest and best use of the site or when the improvements are relatively unique or specialized and there is limited or a total lack of comparable properties which have sold recently.

H.J. Porter & Associates, Inc.


THE APPRAISAL PROCESS - (CONTINUED) 21

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which converts anticipated benefits (dollar income or amenities) to be derived from the ownership of property into a value estimate. Anticipated future income and/or reversions are discounted to a present-worth figure through the capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of leased properties. This rental estimate is a gross amount and all expenses to real estate are deducted. These expenses include vacancy and rent loss which, when subtracted from the gross income, produces the effective gross income. Other expenses include real estate taxes, management cost, insurance cost, and maintenance expense. If applicable, a reduction would also be made for services and utilities. All expense estimates are obtained from the market by comparison to similar structures.

After all expenses have been subtracted from the gross income, the resulting figure is the net operating income, which will be capitalized into value. The capitalization rate is derived from actual sales that have occurred in the market place. The sales are analyzed in order to estimate the net operating income of the property. After the net operating income is estimated, it is divided by the sales price to provide an indication of the overall capitalization rate. Capitalization rates can also be built up from the market factors considered most applicable to income-producing properties. After the net operating income and the capitalization rate are estimated, the net income is then capitalized into a value indication by the applicable capitalization technique.

DIRECT SALES COMPARISON APPROACH

The Direct Sales Comparison Approach is defined as that approach in an appraisal analysis which is based upon the proposition that an informed purchaser would pay no more for the property than the cost to him of acquiring an existing property with the same utility. Presumably, the potential purchaser considers the alternatives that are available to him and then makes a rational decision based upon the information he has about those alternatives that are available to him and then makes a rational decision based upon the information he has about those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a number of competitive properties which have recently sold on the market. The information derived from this section is analyzed through an adjustment process which develops indications of what the competitive properties would have sold for if they possessed all the important characteristics of the subject property. These indications fall into a pattern surrounding one figure which, when appropriately rounded, is an indication of the market value of the subject property as of the date of the appraisal.

H.J. Porter & Associates, Inc.


THE APPRAISAL PROCESS - (CONTINUED) 22

The reliability of this approach is dependent upon the availability and verification of the comparable sales data. The degree of comparability between the competitive properties and the subject, and the absence of non-typical conditions affecting the sales price of those properties are also important items that are considered. Therefore, this approach is particularly applicable when an active market provides sufficient quantities of reliable data which can be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser carefully evaluates value indications from each of the three approaches. The reliability of each approach to the present appraisal problem is examined and weight is given to the accuracy, reliability, quantity of data available for use in each approach, and the approach in which the market participant typically has the greatest confidence.

H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON 23

The subject site is valued by direct comparison with recent sales of other similarly zoned commercial sites. Three of the sales are located in the Opp area in close proximity to the subject. The fourth sale is located in Andalusia in an area considered to be reasonably comparable to the subject. Each of the sales analyzed on the basis of their location and utility relative to the subject. Sales considered include:

SALE #1

Address/Location:             Part of Opp Market Place
                              U.S. Highway 331
                              Opp, Alabama
Grantor:                      Sara H. Long
Grantee:                      Tom Newton
Sale Date:                    12\08\1993
Sale Price:                   $65,000
Cash Equiv Price:             $65,000
Terms:                        Cash to Seller
Recorded:                     Deed Book 852, Page 42 Covington County
Verified With:                Angie Metcalf, Coldwell Banker Real Estate
Verified By:                  Glen Heinzelman, H. J. Porter & Associates
Date Verified:                08\07\1997
Rights Conveyed:              Fee simple title
Land Size:                    Acres: 1.366     Square Feet: 59,503
Zoning:                       B-2, General Commercial District
Highest & Best Use:           Commercial
Use At Sale:                  Vacant
Topo/Drainage:                Level/Typical of the area
Access/Visibility:            Good/Good
Utilities:                    All available
Remarks:                      This property is located on the south side of U.S.
                              331 south of its intersection with
                              County Road 22 (Opp-Alberton Road)
                              next to the Dairy Queen.
Indicators of Value:          PRICE PER ACRE:  $47,584


                                                  H.J. Porter & Associates, Inc.

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    24

SALE #2

Address/Location:            NEC U.S. 331 and Kellum Street
                             Opp, Alabama
Grantor:                     Nagarbhai B. Patel
Grantee:                     Saidutt, Inc.
Sale Date:                   04\07\1994
Sale Price:                  $51,000
Cash Equiv Price:            $51,000
Terms:                       Cash to seller
Recorded:                    Deed Book 877 Page 390 Covington County
Verified With:               Angie Metcalf, Coldwell Banker Real Estate
Verified By:                 Glen Heinzelman
Date Verified:               08\07\1997
Rights Conveyed:             Fee simple title
Land Size:                   Acres: 1.20      Square Feet: 52,272
Zoning:                      B-2, General Commercial
Highest & Best Use:          Commercial
Use At Sale:                 Vacant
Topo/Drainage:               Level; typical of the area
Access/Visibility:           Good; Good
Utilities:                   All except sewer
Remarks:                     This property has 100' of frontage on U.S. 331 and
                             350' of frontage on Kellum Street.
                             It is currently improved with a
                             Holiday Inn Express.

Indicators of Value: PRICE PER ACRE: $42,500

H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    25

SALE #3

Address/Location:                  U.S. Highway 84
                                   Andalusia, Alabama
Grantor:                           Kenneth R. Odem
Grantee:                           W. S. Rabren, Jr.
Sale Date:                         07\18\1994
Sale Price:                        $85,000
Cash Equiv Price:                  $85,000
Terms:                             Cash to seller.
Recorded:                          Deed Book 880 Page 240 Covington County
Verified With:                     Danny Solomon, Cedar Creek Realty
Verified By:                       Linda Yates
Date Verified:                     10\28\1994
Rights Conveyed:                   Fee simple title
Land Size:                         Acres: 2.13          Square Feet: 92,783
Zoning:                            B-3, Highway Commercial
Highest & Best Use:                Commercial
Use at Sale:                       Vacant
Topo/Drainage:                     Above street grade; Adequate
Access/Visibility:                 Good; good
Utilities:                         All available
Remarks:                           The property has 302' of frontage along U.S.
                                   Highway 84 and an average depth of
                                   360 feet. It is presently improved
                                   with an accounting office.

Indicators of Value: PRICE PER ACRE: $39,906

H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    26

SALE #4

Address/Location:                   Parcel "B" Opp Marketplace
                                    Opp, Alabama
Grantor:                            Opp Partners, Ltd.
Grantee:                            South Trust Bank, NA.
Sale Date:                          10\11\1995
Sale Price:                         $50,000
Cash Equiv Price:                   $50,000
Terms:                              Cash to seller
Recorded:                           Deed Book 909, Page 166 Covington County
Verified With:                      Tom Newton, Opp Partners
Verified By:                        Glen Heinzelman, H.J. Porter & Associates
Date Verified:                      08\07\1997
Rights Conveyed:                    Fee simple title
Land Size:                          Acres: 1.73      Square Feet: 75,359
Zoning:                             B-2, General Commercial
Highest & Best Use:                 Commercial
Use At Sale:                        Vacant
Topo/Drainage:                      Level/adequate
Access/Visibility:                  Good/Good
Utilities:                          All available
Remarks:                            This property is part of the Opp Marketplace
                                    shopping center adjacent to and
                                    south of the Winn-Dixie Supermarket.
                                    It has no direct access from U.S.
                                    Highway 331. Access is by easements
                                    for ingress and egress with the
                                    shopping center. It is to be
                                    developed with a South Trust Bank
                                    branch.

Indicators of Value: PRICE PER ACRE: $28,902

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

COMPARABLE LAND SALES


LAND VALUE -DIRECT COMPARISON (CONTINUED) 27

Land Sales 1 through 4 detailed above are compared to the subject's shopping center site and adjusted to the subject for notable differences. These adjustments are made in the adjustment grid below.

===============================================================================================================================
                                           LAND SALES COMPARISON GRID
===============================================================================================================================
COMP. NUMBER                          SUBJECT                 #1                 #2                   #3                     #4
-------------------------------------------------------------------------------------------------------------------------------
Grantor                                                     Long              Patel                 Odem             Opp Partn.

Grantee                                                   Newton            Saidutt               Rabrem             SouthTrust

Location                                                U.S. 331           U.S. 331               Hwy 84               U.S. 331

City                                                         Opp                Opp            Andalusia                    Opp

Sale Price                                               $65,000            $51,000              $85,000                $50,000

Date of Sale                           8/6/97            12/8/93             4/7/94              7/18/94               10/11/95

Size (Acres)                            2.050              1.366              1.200                2.130                  1.730

Price/Acre                                               $47,584            $42,500              $39,906                $28,902

===============================================================================================================================
ADJUSTMENTS
-------------------------------------------------------------------------------------------------------------------------------
Conditions of Sale                                        Normal             Normal               Normal                 Normal

Market Conditions                                           0.0%               0.0%                 0.0%                   0.0%

Preliminary Adj. Unit Price                              $47,584           $42,500              $39,906                $28,902

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

PHYSICAL DIFFERENCES                                          #1                 #2                   #3                     #4
-------------------------------------------------------------------------------------------------------------------------------
Location                                                  -20.0%             -20.0%               -20.0%                  15.0%

Size                                                       -6.0%              -8.0%                 1.0%                  -3.0%
                                                            ---                ---                  ---                    ---
Subtotal-Physical                                         -26.0%             -28.0%               -19.0%                  12.0%

===============================================================================================================================
FINAL ADJ. UNIT PRICE                                    $35,212            $30,600              $32,324                $32,370

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

The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:     All sales were normal arm's length transactions that
                        required no adjustments.

Time:                   Conversations with local real estate professionals and
                        the county tax appraiser indicate that land values in
                        Opp have remained stable over the past five years.
                        Therefore, no adjustment for market conditions or time
                        was considered appropriate.

                                                  H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED) 28

Location:      The subject property has no direct access from the major area
               roadway, U.S. Highway 331. It is accessible from the minor
               artery, County Highway 22 (Opp-Alberton Road). Comparables No. 1,
               2, and 3 all front and are accessible from U.S. Highway 331 and
               are considered to have superior locations relative to the
               subject. Downward adjustments of 20% were applied to these
               comparables to recognize their superior locations relative to the
               subject. Comparable No. 4 is Parcel "B" of the Opp Marketplace
               Shopping Center and does not have any direct access to a roadway
               other than by an easement across the Winn-Dixie property to the
               north. The location of this comparable is considered to be
               inferior relative to the subject. An upward adjustment of 15% was
               applied to this comparable for location.

Size:          All sales were adjusted to a 90% curve using the Dilmore Size
               adjustment table. This table is based on the fact that a
               property's price per unit is generally inversely related to its
               size.

The comparable sales after adjustment, indicate a range of value from $32,324 to $35,212 per acre. Each of the adjusted sales were given relatively equal consideration in the value estimate of the subject site, as if vacant.

Based on these adjusted sales, the subject site, "As if Vacant", is valued as:


ESTIMATED LAND VALUE - AS IF VACANT

2.05      Acres @    $32,500    per Acre    =       $66,625
                                        ROUNDED:    $66,600
===========================================================

H.J. Porter & Associates, Inc.


29

COST APPROACH TO VALUE

The cost factors used from the Marshall Valuation Service, a national cost service indexed to the Opp market and found to be reliable and consistent with costs incurred by builders within the area. The cost factors from this cost service are inclusive of architect/engineering fees, construction period interest, contractors overhead and profit, and normal site prep costs. Excluded are site improvements such as paving, landscaping, etc., land costs, and indirect costs such as developers profit permanent loan fees.

Calculations of total building reproduction costs are:

==============================================================================================
            ESTIMATED REPRODUCTION COST NEW - NEIGHBORHOOD SHOPPING CENTER
==============================================================================================
Average Class "C" - Sec 13, Pg 21

Base Cost                                                $46.06
Current Cost Multiplier                       x           1.000
Local Cost Multiplier                         x           0.920
Perimeter Multiplier                          x           0.880
                                                          -----
                               25,350        Sq. Ft. @   $37.29      per Sq. Ft. =   $945,302
==============================================================================================

INDIRECT COST

Indirect costs including developer's fee/entrepreneurial profit and permanent loan fees are added to the subject's direct cost to estimate the total value of the subject property via the Cost Approach. Developer's fee/Entrepreneurial profit is added at 20% based upon sales of new shopping centers, discussions with Developers and Brokers, and with consideration given to the cross collateralization of the portfolio of retail properties of which the subject is a part. Permanent loan fees are added at the amount typically charged by lenders
- 2% of the loan amount (1% construction - 1% permanent).

DEPRECIATION AND OBSOLESCENCE

Incurable physical deterioration identifies items of deterioration that cannot be practically or economically corrected at present. For the purposes of this analysis, incurable physical deterioration has not been classified as being either long or short lived. A long-lived item is a building component that is expected to have a remaining economic life that is the same as the remaining economic life of the structure. A short-lived item is a building component that is expected to have a remaining economic life that is shorter than the remaining life of the structure.

H.J. Porter & Associates, Inc.


COST APPROACH TO VALUE - (CONTINUED) 30

DEPRECIATION AND OBSOLESCENCE - (CONTINUED)

In this instance separating the items of incurable physical deterioration into long and short lived items would serve little or no useful appraisal purpose because of the overall age of the improvements.

In the case of the subject improvements, incurable physical deterioration has been estimated using the age/life concept in that we estimate the improvements to have an effective age of approximately 2 years, from a total estimated economic life of approximately 40 years. Therefore, it is estimated that the improvements suffer from incurable physical deterioration, both long and short-lived, of approximately 5.0 percent (2 years/40 years = 5.0 percent) of the estimated Reproduction Cost New.

Functional obsolescence is a loss in value resulting from defects in design. The defect may be curable or incurable. Curable functional obsolescence is measured by the cost to cure the condition. Incurable functional obsolescence may be caused by a deficiency or a superadequacy. A deficiency may be a component or system that should be in the property but is not, or it may be a substandard or defective component or system in the property that does not work properly. A superadequacy is a component or system in the property that exceeds market requirements and does not contribute to value an amount equal to its cost. Upon inspection of the subject, no degree of functional obsolescence, either curable or incurable, was noted.

External obsolescence is the diminished utility of a structure or project due to negative influences from outside the site and can be caused by a variety of factors, i.e., neighborhood declined, the property's location in a community, state, or region; or market conditions. No degree of external obsolescence is believed to be present in the subject improvements as of the effective date of appraisal.

CONCLUSION TO COST APPROACH

The calculation of value by the Cost Approach is presented in tabular form on the following page.

H.J. Porter & Associates, Inc.


COST APPROACH TO VALUE - (CONTINUED) 31

CONCLUSION TO COST APPROACH (CONTINUED)

====================================================================================================================================
                                                      VALUATION - COST APPROACH
====================================================================================================================================
DIRECT COST

Shopping Center                       25,350  Sq. Ft. x                                 $37.29     per Sq. Ft. =        $945,302

LESS DEPRECIATION:                                                                     Curable         Incurable
                                                                                       -------         ---------
Physical                                                                                    $0           $47,265
Functional                                                                                  $0                $0
External                                                                                    $0                $0
Total                                                                                       $0                $0         $47,265
                                                                                            --                --         -------

DEPRECIATED COST OF SHOPPING CENTER                                                                                     $898,036
Add: Site Improvements                  Area               Cost/Sq. Ft.                 % Dep.          Cost New
                                        ----               ------------                 ------          --------
Asphalt Paving                        53,450                      $1.50                  15.0%           $68,149
Concrete Paving                        5,425                      $1.75                  10.0%            $8,544
Concrete Curbs                           820                      $7.50                  10.0%            $5,535
Light Poles                                4                     $2,500                  10.0%            $9,000
Landscaping                                                                                              $25,000
                                                                                                         -------
TOTAL SITE IMPROVEMENTS                                                                                                 $116,228
                                                                                                                        --------
TOTAL DEPRECIATED COST NEW                                                                                            $1,014,264

INDIRECT COST
Developer's Fee                        20.0%  of Total Cost/Land                                        $216,173
Permanent Loan Fees @                   2.0%  of Loan Amount
(Loan basis =                          80.0%  of Land/Bldg Cost)                                         $17,179
                                                                                                         -------
TOTAL INDIRECT COST                                                                                                     $233,467
                                                                                                                        --------
TOTAL REPRODUCTION COST NEW                                                                                           $1,247,731
LAND VALUE (FROM PREVIOUS SECTION)                                                                                       $66,600
                                                                                                                         -------
PRELIMINARY VALUE BY COST APPROACH                                                                                    $1,314,331
                                                                                                       (ROUNDED)      $1,314,000
====================================================================================================================================

H.J. Porter & Associates, Inc.


32

INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the subject's net operating income is capitalized into a value estimate by use of an overall capitalization rate. In arriving at a net operating income, consideration is given to rentals and expenses which are incurred in the operation of the property.

CONTRACT INCOME

The subject is currently occupied by two tenants. B.C. Moor & Son's, Inc. occupies 16,900 sq. ft. or 66.6% of the total net rentable area and Harco Drug occupies 8,450 sq. ft. or 33.4% of the total net rentable area. A summary of these leases appear in the Rear Exhibits.

To determine whether the previously summarized leases are representative of market rents for similar retail space, the contract rents were compared to other drug store leases in the States of Alabama, Georgia, and Tennessee. A summary of those leases appears in the following chart.

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

                                                    SUMMARY OF RENT COMPARABLES
====================================================================================================================================
Tenant                                           Location                    Year Leased             Size (Sq. Ft.)     Rent/Sq. Ft.
------------------------------------------------------------------------------------------------------------------------------------
Drugs For Less                                   Birmingham, AL                     1993             18,000             $7.50

Harco Drugs                                      Birmingham, AL                     1993             12,876             $5.95

Harco Drugs                                      Pell City, AL                      1993              9,100             $7.50

Harco Drugs                                      Alabaster, AL                      1993              9,100             $8.50

Big B Drugs                                      Chattanooga, TN                    1994              8,470             $7.00

Harco Drugs                                      Tuscaloosa, AL                     1994             10,160             $7.90

Big B Drugs                                      Phenix City, AL                    1995             15,500             $4.75

Revco Drugs                                      Anniston, AL                       1995              9,240             $7.75

Drugs For Less                                   Birmingham, AL                     1995             18,000             $7.00

Revco Drugs                                      Dalton, GA                         1996              8,450             $9.75

Harco Drugs                                      Mobile, AL                         1997             10,125             $8.25
====================================================================================================================================

HARCO DRUGS                                      OPP, AL                            1994              8,450             $7.50
====================================================================================================================================

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 33

Based on the rents summarized on the previous chart, it is determined that the current contract rent of $7.50 per sq. ft. for the 8,450 sq. ft. leased by Harco Drugs, Inc. is commensurate with market rents for similar drug store space in anchored shopping centers. Additionally, given adjustments for size and name recognition, the current contract rent of $5.00 per sq. for the 16,900 sq. ft. leased by B.C. Moore & Son's, Inc. is also considered to be commensurate with the market rent for similar space located in similar shopping centers.

EXPENSE CONTRIBUTIONS

Each tenant is contractually obligated to contribute to the expenses incurred in the operation of the shopping center. Their contributions amount to their pro-rata share of the taxes, property insurance, and common area maintenance expenses. These expenses have been estimated later in this report and summarized in the following chart.


ESTIMATED OF EXPENSE CONTRIBUTIONS

Taxes                                 $6,733

Insurance                             $2,535

Common Area Maintenance              $11,408
                                     -------
Total Reimbursable                   $20,676

Total Sq. Ft. (NRA)                   25,350
============================================
REIMBURSEMENT/SQ. FT. (NRA)            $0.82
============================================

VACANCY AND COLLECTION LOSS

The subject is 100% leased as of the effective date of appraisal. However, it would be imprudent to believe that a potential buyer would not consider some degree of vacancy collection loss when evaluating the income producing potential of the subject. This opinion is supported by the pro-forma operating statements obtained in the confirmation of the sales utilized to develop a value estimate by the Market Approach. For the purposes of this analysis, given the credit quality of the existing tenants, a vacancy and collection loss factor of 2.5% of the total potential gross income for subject, including expense contributions, has been incorporated into this analysis.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 34

EFFECTIVE GROSS INCOME

Given the preceding discussion, the Effective Gross Income for the subject is estimated as follows:

====================================================================================================================================
                                                 ESTIMATE OF EFFECTIVE GROSS INCOME
====================================================================================================================================
POTENTIAL GROSS INCOME:

   Harco Drug                               8,450 Sq. Ft. @               $7.50   per Sq. Ft. =                            $63,375

   B.C. Moore                              16,900 Sq.Ft. @                $5.00   per Sq. Ft. =                            $84.500
                                                                                                                          --------

Potential Gross Rental Income                                                                                             $147,875

EXPENSE CONTRIBUTIONS:

   Harco Drug                               8,450 Sq. Ft. @               $0.82   per Sq. Ft. =             $6,929

   B.C. Moore                              16,900 Sq.Ft @                 $0.82   per Sq. Ft. =            $13,858
                                                                                                           -------

Total Expense Contributions                                                                                                $20.787
                                                                                                                          --------
Total Potential Gross Income                                                                                              $168,662

Less Vacancy & Collection Loss:

   2.5% of Potential Gross Income                                                                                           $4,217
                                                                                                                          --------
EFFECTIVE GROSS INCOME                                                                                                    $164,445
====================================================================================================================================

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to arrive at Net Operating Income. To estimate the appropriate expense levels, statements from similar shopping centers are analyzed. The expense comparables are presented on the following pages.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED)                                        35

COMPARABLE #1

Project Name:                                      Delchamps Plaza South
Location:                                          Skyland Boulevard
                                                   Tuscaloosa, Alabama
Year Built:                                        1986 GLA:  108,903 SF
Source:                                            Yearn end statements
Type Center:                                       Neighborhood Shopping Center
Analysis Year:                                     1996 Analysis By: LHH

     Item                                           Total                      $/SF                         % PGR
     ----                                           -----                      ----                         -----
Effective Gross Rent:                               $751,676                   $6.90                        %
  (plus) CAM/Reimbursemen:                          $61,400                    $0.56                        %
  (plus) Misc Income:                               $300                       $0.00                        %
                                                    --------                   -----                        ----
Effec. Gross Income:                                $813,376                   $7.47                        100.0%

Less Expenses:
  Management:                                       $42,686                    $0.39                        5.2%
  Ad Valorem Tax:                                   $39,174                    $0.36                        4.8%
  Insurance:                                        $13,588                    $0.12                        $1.7%
  Administration Expense:                           $17,144                    $0.16                        $2.1%
  CAM:                                              $25,322                    $0.23                        3.1%
  Utilities:                                        $6,564                     $0.06                        0.8%
  Miscellaneous:                                    $5,071                     $0.05                        0.6%
                                                    --------                   -----                        ----
Total Expenses:                                     $149,549                   $1.37                        18.4%
                                                    --------                   -----                        ----

Net Operating Income:                               $663,827                   $6.10                        81.6%
                                                    ========                   =====                        ====

Comments: Miscellaneous expense consists of travel and structural repair expenses

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED)                                        36

COMPARABLE #2

Project Name:                               Delchamps Plaza North
Location:                                   MacFarland & Watermelon Road
                                            Tuscaloosa, Alabama
Year Built:                                 1986     GLA: 59,389 SF
Source:                                     Year end statements
Type Center:                                Neighborhood Shopping Center
Analysis Year:                              1995     Analysis By: DPM

         Item                                 Total                        $/SF                      %PGR
         ----                                 -----                        ----                      ----

Effective Gross Rent:                         $459,768                     $7.74                     100%
Less Vac/Credit Loss                          $603                         $0.01                     0.1%
                                              --------                     -----                     ----
Effective Gross Rent                          $459,165                     $7.73                     99.9%
+ CAM/Reimbursements:                         $42,120                      $0.69                     8.9%
+ Misc Income:                                $3,439                       $0.06                     0.7%
                                              --------                     -----                     ----
Effec. Gross Income:                          $503,724                     $8.48                     100.0%

Less Expenses:
Management:                                   $30,762                      $0.52                     6.1%
Ad Valorem Tax:                               $33,939                      $0.57                     6.7%
Insurance:                                    $4,915                       $0.08                     1.0%
Administration Expense:                       $1,391                       $0.02                     0.3%
CAM:                                          $41,892                      $0.71                     8.3%
Utilities:                                    $0                           $0.00                     0.0%
Miscellaneous:                                $8,765                       $0.15                     1.7%
                                              --------                     -----                     ----
Total Expenses:                               $121,664                     $2.05                     24.2%
                                              --------                     -----                     ----

Net Operating Income:                         $382,060                     $6.43                     75.8%
                                              ========                     =====                     ====

Comments:      Utilities expense is included in CAM. Miscellaneous expense is
               non-pass through expense for building repair.


                                                  H.J. Porter & Associates, Inc.

INCOME APPROACH TO VALUE - (CONTINUED)                                        37

COMPARABLE #3

Project Name:                                        Stratford Square
Location:                                            East Boulevard
                                                     Montgomery, Alabama
Year Built:                                          1987    GLA: 121,236 SF
Source:                                              Year end statement
Type Center:                                         Community Shopping Center
Analysis Year:                                       1995     Analysis By: PJM

         Item                                        Total                      $/SF                        %PGR
         ----                                        -----                      ----                        ----
Effective Gross Rent:                                $771,843                   $6.37                       %
+ CAM/Reimbursements:                                $118,804                   $0.98                       %
+ Misc Income:                                       $412                       $0.00                       %
                                                     --------                   -----                       ----
Effec. Gross Income:                                 $891,079                   $7.35                       $100.0%

Less Expenses:
  Management:                                        $43,173                    $0.36                       4.8%
  Ad Valorem Tax:                                    $47,541                    $0.39                       5.3%
  Insurance:                                         $12,987                    $0.11                       1.5%
  Administration Expense:                            $13,769                    $0.11                       1.5%
  CAM:                                               $53,488                    $0.44                       6.0%
  Utilities:                                         $0                         $0.00                       0.0%
  Miscellaneous:                                     $5,650                     $0.05                       0.6%
                                                     --------                   -----                       ----
Total Expense:                                       $176,608                   $1.46                       19.8%
                                                     --------                   -----                       ----

Net Operating Income:                                $714,471                   $5.89                       80.2%
                                                     ========                   =====                       ====

Comments: Miscellaneous expense includes $3,762 for on-site management and $1,888 for advertising and promotional expenses.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED)                                        38

COMPARABLE #4

Project Name:                                    Confidential
Location:                                        Central Alabama
Year Built:                                      1978    GLA: 62,510 SF
Source:                                          Year End Statement
Type Center:                                     Neighborhood Shopping Center
Analysis Year:                                   1995    Analysis By: PJM

         Item                                    Total                    $/SF                         %PGR
         ----                                    -----                    ----                         ----
Effective Gross Rent:                            $260,657                 $4.17                        100%
(plus) CAM/Reimbursements:                       $22,347                  $0.36                        %
(plus) Misc Income:                              $83                      $0.00                        %
                                                 --------                 -----                        ----
Effec. Gross Income:                             $283,087                 $4.53%                       100.0%

Less Expenses:
Management:                                      $10,663                  $0.17                        3.8%
Ad Valorem Tax:                                  $21,172                  $0.34                        7.5%
Insurance:                                       $4,405                   $0.07                        1.6%
Administration Expense:                          $3,556                   $0.06                        1.3%
CAM:                                             $25,305                  $0.40                        8.9%
Utilities:                                       $332                     $0.01                        0.1%
Miscellaneous:                                   $1,718                   $0.03                        0.6%
                                                 --------                 -----                        ----

Total Expenses:                                  $67,151                  $1.07                        23.7%
                                                 --------                 -----                        ----

Net Operating Income:                            $215,936                 $3.45                        76.3%
                                                 ========                 =====                        ====

Comments:      Miscellaneous expense is for building repair and maintenance not
               passed through to tenants.


                                                  H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 39

=====================================================================================================================
                                         SUMMARY OF EXPENSE COMPARABLES
=====================================================================================================================
EXPENSE COMPARABLE                           1                 2               3               4            AVG
---------------------------------------------------------------------------------------------------------------------
Effective Gross Income (Sq. Ft.)           $7.47            $8.48            $7.35            $4.53            $6.96

Less: Expenses

   Management (%)                          5.2%             6.1%             4.8%             3.8%             5.0%

   Ad Valorem Taxes (Sq. Ft.)              $0.36            $0.57            $0.39            $0.34            $0.42

   Insurance (Sq. Ft.)                     $0.12            $0.08            $0.11            $0.07            $0.10

   Administrative Expense (Sq. Ft.)        $0.16            $0.02            $0.11            $0.06            $0.09

   CAM (Sq. Ft.)                           $0.23            $0.71            $0.44            $0.40            $0.45

   Utilities (Sq. Ft.)                     $0.06            $0.00            $0.00            $0.01            $0.02

   Miscellaneous (%)                       0.6%             1.7%             0.6%             0.6%             0.9%
                                           -----            -----            -----            -----            -----

Total Expenses (Sq. Ft)                    $1.37            $2.05            $1.46            $1.07            $1.49
                                           =====            =====            =====            =====            =====

Expense Ratio (%)                          18.4%            24.2%            19.8%            23.7%            21.5%
=====================================================================================================================

Based on these expense comparables, the pertinent expense categories in appropriate amounts are estimated below.

Management/Leasing:        The management fees of the comparable properties
                           range from 3.8% to 6.1%. As indicated previously, the
                           subject property is one of fifteen shopping centers
                           in a cross collateralized portfolio of retail
                           properties under single management. Considering
                           economics of scale, the subject's management fee is
                           estimated at the low end of the range at 4% of
                           effective rental income.

Ad Valorem tax:            The actual ad valorem taxes levied against the
                           subject obtained from the Covington County Tax
                           Assessor's office have been deemed appropriate and
                           included in this analysis.

Insurance:                 Based upon the expense comparable information
                           included herein, the cost of insuring the subject's
                           improvements and the cost of liability insurance is
                           estimated to be $2,535 per year or $0.10 per square
                           foot of net leasable area.


                                                  H.J. Porter & Associates, Inc.

INCOME APPROACH TO VALUE - (CONTINUED)                                        40

OPERATING EXPENSES (CONTINUED)

Common Area Maintenance:   The common area maintenance expense, including
                           utility expense for the parking and walkway areas,
                           based on the expense comparables has been estimated
                           to be $11,408 per year or $0.45 per sq. ft. of net
                           leasable area.

Structural                 Maintenance: Structural maintenance is estimated to
                           be $.10 per square foot for a total annual amount of
                           $2,535 which is found to be similar to other
                           neighborhood shopping centers as well as typical
                           requirements by permanent lenders.

Miscellaneous Expenses:    Miscellaneous expenses for legal and accounting
                           services has been estimated to amount to 1.0% of the
                           effective gross income.

Based on the preceding, the total operating expenses are estimated to be $30,770 per year or $1.21 per square foot of net leasable area. The total expense estimate results in an operating expense ratio of 18.7% which is supported by the expense comparables.

NET OPERATING INCOME

The Net Operating Income is calculated by subtracting the Operating Expenses from the Effective Gross Income and is estimated at $133,676. The table on the following page is a reconstructed operating statement for the subject illustrating the previously discussed calculation of income and expenses.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 41

NET OPERATING INCOME - (CONTINUED)

====================================================================================================================================
                                                     VALUATION - INCOME APPROACH
====================================================================================================================================
Potential Gross Income

Harco Drug                                    8450 Sq. Ft. @      $7.50       per Sq. Ft.   =                               $63,375

B. C. Moore                                  16900 Sq. Ft. @      $5.00       per Sq. Ft.   =                               $84,500
                                                                                                                            -------

Potential Gross Rental Income                                                                                              $147,875

Expense Contributions

Harco Drug                                    8450 Sq. Ft. @      $0.82       per Sq. Ft.   =                 $6,929

B. C. Moore                                  16900 Sq. Ft. @      $0.82       per Sq. Ft.   =                $13,858
                                                                                                             -------

Total Expense Contributions                                                                                                 $20,787
                                                                                                                            -------
Total Potential Gross Income                                                                                               $168,662

Less Vacancy & Collection Loss

                                                2.5% of Potential Gross Income                                               $4,217
                                                                                                                             ------

Effective Gross Income                                                                                                     $164,445

Less Expenses:                                                  % of EGI       Per Sq. Ft.          Total
                                                                --------       -----------          -----

   Management                                                       4.0%             $0.35         $5,915

   Ad Valorem Taxes                                                 4.0%             $0.27         $6,733

   Property Insurance                                               1.5%             $0.10         $2,535

   Common Area Maintenance                                          6.8%             $0.45        $11,408

   Structural Maintenance/Reserves                                  1.5%             $0.10         $2,535

   Miscellaneous                                                    1.0%             $0.07         $1,644

Total Expenses                                                                                                              $30,770
                                                                                                                            -------
Net Operating Income                                                                                                       $133,676
====================================================================================================================================

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 42

CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's stabilized net operating income is capitalized with an overall capitalization rate of 9.0%. The selected overall capitalization rate is based on several methods of capitalization rate development with consideration given to the cross collateralization of the subject property with the other fourteen shopping centers in the securitized portfolio of retail properties. The capitalization rate development methods, which are presented following the Income Approach Summary on the following page, includes rates extracted from comparable sales, recently published investor surveys, and three methods using mortgage and equity positions which include the Ellwood, Band of Investment, and Debt Coverage Ratio methods.

Rates extracted from the comparable sales ranged from 9.57% to 10.20% with an average of 9.81% and the most recent sale being at 9.64%. Published rates from the Second Quarter 1997, Korpacz Real Estate Investor Survey for National Strip Shopping Centers, ranged from 8.25% to 13.00% with an average rate of 9.84% which is similar to the market extracted rates. The mid range rates from the three mortgage/equity methods ranged from 8.90% to 9.24%. The rates developed with mortgage equity factors reflect current conditions and declining interest rates. The criteria used for these methods was taken from the above mentioned investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of capitalization rate development are 10.25%, 9.31%, and 8.71% respectively. Based on this analysis and the above considerations, the subject's overall capitalization rate is estimated to fall between the Middle and Low range of the five methods.

Given the preceding, the value indication provided by the Income Approach can be expressed as follows:


VALUE INDICATION

Net Operating Income $133,676 Capitalized at 9.0% $1,485,283

(ROUNDED) $4,485,000


H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 43

====================================================================================================================================
                                             PROPERTY CAPITALIZATION RATE JUSTIFICATION
====================================================================================================================================
PROPERTY:                   Opp Marketplace Shopping Center

ADDRESS:                    Opp, Alabama

DATE:                       August 6, 1997
                                                                              Pessimistic          Most Likely          Optimistic
                                                                              -----------          -----------          ----------

                                                                              -----------------------------------------------------
1. Market extracted rates for                                                      10.20%                9.81%               9.57%
                                                                              -----------------------------------------------------
   similar local properties

                                                                              -----------------------------------------------------
2. Recent published  cap rates                                                     13.00%                9.84%               8.25%
                                                                              -----------------------------------------------------

   used by institutional investors

Source: Korpacz 2nd Q, 1997

3. Ellwood method calculated rates

                     11.55% = Eqty yield before tax

                              % Property appreciation (income) over

                              hold period =                                        -5.00%                0.00%               5.00%

                     75.00% = Mortgage percent of value

                      7.75% = Mortgage interest rate

                         20 = Mortgage term in years

                         10 = Investment holding period

                      9.85% = Rm = Mortgage constant

                     14.40% = Rmp = Mortgage constant over holding period

                     31.59% = P = Percent of mortgage paid off over hold period

                      5.82% = SFF = Sink fund factor

                     37.18% = J factor

                                                                              -----------------------------------------------------
                            Calculated cap rate =                                   9.36%                8.90%               8.45%
                                                                              -----------------------------------------------------

4. Band of Investment Method

                                      Mortgage percent to value                    70.00%               75.00%              80.00%

                                         Mortgage constant (Rm)                    10.35%                9.85%               9.35%

                                        Equity percent to value                    30.00%               25.00%              20.00%

                                    Eqty cash on cash rate (Re)                     8.00%                7.00%               6.00%
                                                                              -----------------------------------------------------
                                          Calculated cap rate =                     9.65%                9.14%               8.68%
                                                                              -----------------------------------------------------

5. Debt Coverage Ratio Method

                                      Req'd debt coverage ratio                      1.25                 1.20                1.15



   Mortgage percent to value                                                       70.00%               75.00%              80.00%

                                              Mortgage constant                    10.35%                9.85%               9.35%
                                                                              -----------------------------------------------------

                                          Calculated cap rate =                     9.06%                8.87%               8.60%
                                                                              -----------------------------------------------------

H.J. Porter & Associates, Inc.


44

Explanatory Notes
Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence to appropriate current property capitalization rates.

Item # 1 Reflects the current range in capitalization rates in
the local market based on actual sales - this information is historical in nature although there has been a fairly consistent pattern evident in this market over the years.

Item # 2 Reflects actual cap rates used by large financial
institutions in the acquisition and financing of major real estate projects. These rates are also historical in nature, but are based on properties of a magnitude atypical in this market area. Properties that would appeal to at least a regional and perhaps a national market of potential buyers.

Item # 3 Reflects a calculated cap rate utilizing the Ellwood
model based on future expectations in income and property value growth and equity yield rates - explicit input assumptions are listed. This method is compelling when market mortgage and equity yield returns are predictable and property and income changes can be reliably predicted.

Item # 4 Analyzes required capital outlays to service both the
debt (ie mortgage payment) and the equity (cash on cash or before tax cash flow or equity dividend). The weighted average of these required returns is, by definition, equal to the capitalization rate. It should be noted that the mortgage interest rate and equity yield rate are NOT part of this calculation.

Item #5 Provides another method often used by lenders. The debt
coverage ratio is a factor equal to the net operating income divided by the annual debt service - in other words, it is an estimate of the "cushion" or excess of net operating income over and above debt service. The calculated cap can be solved for by the following formula R(o) = R(m) X DCR X M.

The actual cap rate used by the appraisers in this analysis is bracketed by this information. Further, this chart illustrates the implicit market expectations of the various investment parameters that are reflected by the specific capitalization rate used.

H.J. Porter & Associates, Inc.


45

MARKET APPROACH

To estimate the subject property's value by market comparison, a direct comparison is made with actual sales of other shopping center properties. These sales are analyzed on the basis of price per square foot of gross building area (GBA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties which would most likely be marketed as a total package, no sales of similar portfolios of properties were found with which to compare. The market for retail properties is national with purchase decisions made on the strength and reliability of the income streams. Similar shopping center sales were located in Birmingham, Moody, Madison, and Mobile, Alabama and Chattanooga, Tennessee.

Each sale is adjusted to the subject for pertinent items, including unusual financing or conditions of sale, time lapsed since sale, and physical differences such as age, condition, and construction quality and location as reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and adjustment following the presentation of the sales data.

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 46

COMPARABLE IMPROVED SALES

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

SALE #1
Address/Location:                   The Village on Lorna
                                    3001 Lorna Road
                                    Hoover, Alabama
Grantor:                            Lorna Properties
Grantee:                            Village on Lorna Shopping Center, Ltd.
Sale Date:                          05/26/1995
Sale Price:                         $11,200,000
Cash Equiv Price:                   $11,200,000
Equity:                             $2,240,000
Debt:   $8,960,000                  First Yr. Debt Service: $933,084
Terms:                              Cash to seller; equity, debt, and Yr. 1 debt
                                    service estimated based on 80% LTV,
                                    8.5% interest, and 20 year
                                    amortization.
Recorded:                           Inst. No. 1995-61351, Jefferson County
Verified With:                      Hunter Keller, Engel Realty (205) 939-6800
Verified By:                        David Mullins, MAI, H.J. Porter & Associates
Date Verified:                      04/18/1996
Rights Conveyed:                    Leased fee
Land Size:                          12.6 Acres


                                                  H.J. Porter & Associates, Inc.

MARKET APPROACH - (CONTINUED)                                                 47

SALE #1 (CONTINUED)

Access/Visibility:          Average/Average
Highest & Best Use:         Neighborhood shopping center
Parking:                    728 spaces Parking Ratio: 5.15/1,000 Sq. Ft.
Building Size:              141,444 SF(NRA)
Land:Bldg Ratio:            3.9:1
Year Built:                 1986
Condition:                  Average to Good
Building
Description:                One story neighborhood shopping center containing
                            two separate building of masonry construction
Anchors:                    Delchamps (51,945 Sq. Ft.) and Drugs for Less
                            (14,500 Sq. Ft.)
Anchor - Sq. Ft.:           66,445          Anchor %: 46.98
Local:                      Typical local, regional, and national small shop
                            tenants
Local - Sq. Ft.:            74,999        Local %: 53.02
Lease Information:          Anchor & Local: CAM, taxes and insurance. Delchamps
                            recently expanded and renovated
                            their space with an estimated
                            expenditure of 2.5 to 3.0 million
                            dollars. In conjunction, they signed
                            a new 15 year lease with 3, five
                            year options.

ANALYSIS
(1|2|3)*Source                                TOTAL $ AMOUNT     $ PER SF (GBA)
                                              --------------     --------------
(S\A\P)          Potential Gross Income:          $1,578,760         $11.16
(A\E\F)          Vac & Credit Loss:                  $94,725         $ 0.67
                                                  ----------         ------
(A\E\F)          Effec. Gross Income:             $1,484,034         $10.49
(A\E\F)          Less Expense:                      $376,266         $ 2.66
                                                  ----------         ------
(A\E\F)          Net Oper. Income                 $1,107,768         $ 7.83
(A\E\F)          Debt Service (Yr. 1)               $933,084         $ 6.60
                                                  ----------         ------
(S\A\F)          Cash Flow                          $174,684         $ 1.24


================================================================================
Field 1:         S=Seller                     B=Buyer                A=Appraiser

Field 2:         A=Actual                     E=Estimated

Field 3:         P=Prior Year                 F=Year Following
================================================================================

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED) 48

SALE #1 (CONTINUED)

INDICATORS OF VALUE:        Price Per SF (NRA):                          $79.18
                            PGIM:                                        7.09
                            EGIM:                                        7.55
                            R(o):                                        9.89%
                            Expense Ratio:                               25.35%

Remarks:       PGI includes potential rent based on actual base rent plus
               expense contributions and miscellaneous income. The actual 1994
               NOI was $901,481 and is somewhat skewed due to vacancy of local
               space during Delchamp's expansion and rent concessions during
               this period. Also, leasing commissions and tenant improvements
               were deducted as expenses before the NOI calculation.

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 49

[GRAPHICS OMITTED]

SALE #2
Address/Location:                The Village at Moody
                                 U.S. Highway 411
                                 Moody, Alabama
Grantor:                         F.S. Partnership, Ltd.
Grantee:                         Birmingham Realty
Sale Date:                       02/14/1996
Sale Price:                      $4,485,000
Cash Equiv Price:                $4,485,000
Equity:                          $1,485,000
Debt:                            $3,000,000
Terms:                           $1,485,000 cash plus assumption of $3,000,000
                                 mortgage at market rates and terms.
Recorded:                        Deed Book 261 at page 313, St. Clair County
Verified With:                   Paul Spina, Grantor (205) 733-1131
Verified By:                     David Mullins, MAI, H.J. Porter & Associates
Date Verified:                   04/10/1996
Rights Conveyed:                 Leased fee
Land Size:                       8.43 Acres

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED) 50

SALE #2 (CONTINUED)

Access/Visibility:          Average/Average
Highest & Best Use:         Neighborhood shopping center
Parking:                    396 spaces  Parking Ratio: 6.51/1,000 Sq. Ft.
Building Size:              60,800 SF(NRA)
Land: Bldg Ratio:           6.0:1
Year Built:                 1995
Condition:                  Good
Building
Description:                In-line, one story masonry construction with brick
                            exterior on front and sides, and CCB on rear.  Flat
                            built-up roof system
Anchors:                    Winn-Dixie (44,000 Sq. Ft.)
Anchor - Sq. Ft.:           44,000                      Anchor %: 72.37
Local:                      J&E Ent., Head Start, Movie Gallery, Open Book,
                            Vulcan Rehabilitation, Moody Cleaners, Village
                            Beverage, Merle Norman, and The Nail Shop
Local - Sq. Ft.:            16,800                      Local %: 27.63
Lease Information:          Winn-Dixie - $7.00 per Sq. Ft.; Local tenant rent
                            ranges from $10.50 to $11.50 per Sq. Ft. with an
                            average of $10.67 per sq. ft.  All tenants pay
                            pro-rata share of CAM, taxes, and insurance.

ANALYSIS
(1|2|3) *Source                                 TOTAL $ AMOUNT    $ PER SF (GBA)
                                                --------------    --------------
(S\A\P)             Potential Gross Income:           $533,922         $8.78
(A\E\F)             Vac & Credit Loss:                  $9,920         $0.16
                                                        ------         -----
(A\E\F)             Effec. Gross Income:              $524,002         $8.62
(A\E\F)             Less Expenses:                     $87,532         $1.44
                                                       -------         -----
(A\E\F)             Net Oper. Income                  $436,470         $7.18


================================================================================
Field 1:        S=Seller                 B=Buyer               A=Appraiser

Field 2:        A=Actual                 E=Estimated

Field 3:        P=Prior Year             F=Year Following
================================================================================

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED) 51

SALE #2 (CONTINUED)

INDICATORS OF VALUE:     Price Per SF (NRA):                           $73.77
                         PGIM:                                         8.40
                         EGIM:                                         8.24
                         R(o):                                         10.18%
                         Expense Ratio:                                16.09%

Remarks:       At the time of sale this center was less than one year old and
               did not have a complete year of operating history. PGI includes
               contract rent plus estimated expense contributions. Market
               vacancy was estimated at 5% of local tenant rent and expense
               contributions. Expenses include 4% management fee, taxes at $0.58
               per sq. ft., insurance at $0.10 per sq. ft., CAM at $0.40 per sq.
               ft., and structural maintenance at $0.50 per sq. ft. This center
               is located at the northeast corner of Interstate 10 and U.S.
               Highway 411 in Moody, Alabama. This area is a rapidly growing
               commercial district in the Birmingham/Atlanta interstate
               corridor.

MARKET APPROACH - (CONTINUED)                                                 52

                               [GRAPHICS OMITTED]
                                  [PHTOGRAPH]

SALE #3
Address/Location:                  Plaza Center
                                   Hughes Road at Old Madison Pike
                                   Madison, Alabama
Grantor:                           Plaza, Ltd.
Grantee:                           Amberjack, Ltd.
Sale Date:                         12/21/1994
Sale Price:                        $5,850,000
Cash Equiv Price:                  $5,850,000
Terms:                             Cash to seller
Recorded:                          Deed Book 846 at page 1097, Madison County
Verified With:                     Tommy Tillman, Broker, (205) 822-7116
Verified By:                       David Mullins, MAI, H.J. Porter & Associates
Date Verified:                     01/11/1995
Rights Conveyed:                   Leased fee
Land Size:                         9.08 Acres
Access/Visibility:                 Good/Good
Highest & Best Use:                Neighborhood shopping center
Building Size:                     79,400 Sq. Ft. (NRA)

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 53

SALE #3 (CONTINUED)

Land: Bldg Ratio:              5.0:1
Year Built:                    1994
Condition:                     Good
Building
Description:                   One story masonry construction with brick veneer
                               and dryvit front. Flat built-up roof
Anchors:                       Kroger (62,800 Sq. Ft.)
Anchor - Sq. Ft.:              62,800                 Anchor %: 79.09
Local:                         Sporting Edge, Cleaners, Papa John's Pizza,
                               Heavenly Hear, Baskin-Robbins, Cornerstone, Movie
                               Gallery, and Hallmark Cards
Local - Sq. Ft.:               16,600                 Local %: 20.91
Lease Information:             All tenants pay pro-rata share of CAM, taxes, and
                               insurance.

ANALYSIS
(1|2|3) *Source TOTAL $ AMOUNT $ PER SF (GBA)

(S\A\P)         Potential Gross Income:           $689,320          $8.68
(A\E\F)         Vac & Credit Loss:                 $17,750          $0.22
                                                  --------          -----
(A\E\F)         Effec. Gross Income:              $671,570          $8.46
(A\E\F)         Less Expenses:                    $111,457          $1.40
                                                  --------          -----
(A\E\F)         Net Oper. Income                  $560,113          $7.05

================================================================================
Field 1:        S=Seller            B=Buyer                         A=Appraiser
Field 2:        A=Actual            E=Estimated
Field 3:        P=Prior Year        F=Year Following
================================================================================

INDICATORS OF VALUE:         Price Per SF (NRA):                      $73.68
                             PGIM:                                    8.49
                             EGIM:                                    8.71
                             R(o):                                    9.57%
                             Expense Ratio:                           16.60%

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 54

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

SALE #4
Address/Location:                  North Hixson Marketplace
                                   Hixson Pike and Camp Columbus Road
                                   Chattanooga, TN
Grantor:                           North Hixson, L.L.C.
Grantee:                           Amberjack, Ltd.
Sale Date:                         03/04/1996
Sale Price:                        $4,760,000
Cash Equiv Price:                  $4,760,000
Terms:                             Cash to seller
Recorded:                          Unknown, Hamilton County
Verified With:                     Dick Schmalz with Grantor (205) 871-2617
Verified By:                       David Mullins, MAI, H.J. Porter & Associates
Date Verified:                     03/15/1996
Rights Conveyed                    Leased fee
Land Size:                         9.24 Acres
Access/Visibility:                 Average/Average
Highest & Best Use:                Neighborhood shopping center

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED) 55

SALE #4 (CONTINUED)

Parking:                   405 Spaces      Parking Ratio: 5.88/1,000 sq. ft.
Building Size:             63,270 Sq. Ft. (NRA)
Land: Bldg Ratio:          6.4:1
Year Built:                1995
Condition:                 Good
Building
Description:               One story neighborhood shopping center with split
                           face block exterior walls and synthetic stucco on
                           steel stud canopy.

Anchors:                   Winn-Dixie (49,600 sq. ft. GBA and 44,000 sq. ft.
                           NRA) and Big B Drugs (8,470 sq. ft.)
Anchor - Sq. Ft.:          52,470                      Anchor %: 82.93
Local:                     Movie Gallery, Sally's Beauty, and other local
                           tenants
Local - Sq. Ft.:           10,800                      Local %: 17.07
Lease Information:         All tenants pay pro-rata share of CAM, taxes, and
insurance.


ANALYSIS
(1|2|3) *Source                               TOTAL $ AMOUNT      $ PER SF (GBA)
                                              --------------      --------------
(S\A\P)     Potential Gross Income:                $623,083           $9.85
(A\E\F)     Vac & Credit Loss:                      $13,057           $0.21
                                                   --------           -----
(A\E\F)     Effec. Gross Income:                   $610,026           $9.64
(A\E\F)     Less Expenses:                         $124,533           $1.97
                                                   --------           -----
(A\E\F)     Net Oper. Income:                      $485,493           $7.67

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

Field 1:       S=Seller              B=Buyer                        A=Appraiser

Field 2:       A=Actual              E=Estimated

Field 3:       P=Prior Year          F=Year Following
================================================================================

INDICATORS OF VALUE:    Price Per SF (NRA):               $75.23
                        PGIM:                             7.64
                        EGIM:                             7.80
                        R(o):                             10.20%
                        Expenses Ratio:                   20.41%


                                                  H.J. Porter & Associates, Inc.

MARKET APPROACH - (CONTINUED)                                                 56

SALES #4  (CONTINUED)

Remarks:       At the time of sale there were two vacant local shops containing
               2,400 sq. ft. Expense contribution included in PGI and local
               vacancy. Vacancy based on 10% of local shop income plus expense

contributions. Expenses based on 4% management, excluding expense contributions, $1.59 for taxes, CAM, and insurance, plus $0.05 for structural reserves. The estimated expenses were consistent with the Grantor's pro forma. Average local shop space rent for leased space was $10.45 per sq. ft.

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 57

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

SALE #5
Address/Location:               Hillcrest Marketplace
                                Hillcrest Road at Grelot Road
                                Mobile, Alabama
Grantor:                        Hillcrest Marketplace, Ltd.
Grantee:                        Confidential
Sale Date:                      9/15/1997 (Proposed Closing Date)
Sale Price:                     $6,490,000
Cash Equiv Price:               $6,490,000
Terms:                          Cash to seller
Recorded:                       Sale Pending
Verified With:                  Scott Holcombe, Arlington Properties - Developer
                                (205) 328-9600
Verified By:                    Harris Hollans, H.J. Porter & Associates
Date Verified:                  04/02/1997
Rights Conveyed:                Leased fee
Land Size:                      12.49 Acres
Access/Visibility:              Good/Good
Highest & Best Use:             Neighborhood shopping center

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED) 58

SALE #5 (CONTINUED)

Parking:                   359 Spaces       Parking Ratio: 4.63/1,000 sq. ft.
Building Size:             76,365 Sq. Ft.(NRA)
Land:Bldg Ratio            7.1:1
Year Built:                1997
Condition:                 Good
Building
Description:               Red brick veneer front over concrete block walls.
                           Reinforced concrete slab.  Single ply membrane
                           roof.  Raised seam metal and canvas awning.
Anchors:                   Winn-Dixie (51,282 sq. ft.) and Revco Drugs (9,240
sq. ft.)
Anchor - Sq. Ft.:          60,522            Anchor %: 79.25
Local:                     Typical national, regional, and local tenants
Local - Sq. Ft.:           15,843                      Local %: 20.75
Lease Information:         Winn-Dixie rent is $8.00 per sq. ft.; Revco rent is
                           $8.00 per sq. ft.; local tenant rents are $12.50
                           per sq. ft. Anchor expense contributions were
                           estimated at $0.99 per sq. ft. with local tenants
                           at $1.38 per sq. ft.

ANALYSIS
(1|2|3) (*)Source TOTAL $ AMOUNT $ PER SF (GBA)

(S\A\P)        Potential Gross Income             $756,072           $9.90
(A\E\F)        Vac & Credit Loss:                  $17,613           $0.23
                                                   -------           -----
(A\E\F)        Effec. Gross Income:               $738,459           $9.67
(A\E\F)        Less Expenses:                     $112,823           $1.48
                                                  --------           -----
(A\E\F)        Net Oper. Income                   $625,636           $8.19

================================================================================
Field 1:          S=Seller                B=Buyer                A=Appraiser

Field 2:          A=Actual                E=Estimated

Field 3:          P=Prior Year            F=Year Following
================================================================================

INDICATORS OF VALUE:       Price Per SF (NRA)              $84.99
                           PGIM:                           8.58
                           EGIM:                           8.79
                           R(o):                           9.64%
                           Expense Ratio:                  15.28%

H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED) 59

SALE #5 (CONTINUED)

Remarks:       The total gross building area of the shopping center is 77,557
               sq. ft. Local tenant space was projected to be 100% leased prior
               to completion. The sale of the property was also negotiated prior
               to completion. Estimated completion date was July, 1997. There
               were five out-parcel lots at the center which were not included
               in the transaction. Significant site work was necessary for
               development. Estimated site work totalled $85,000 per acre.
               Out-parcels were marketed to Wendy's, New York Bagel, and Boston
               Market.

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

IMPROVED SALES MAP


MARKET APPROACH - (CONTINUED) 60

The sales detailed above are compared and adjusted to the subject for pertinent items of difference as:

===============================================================================================================================
                                              SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
===============================================================================================================================
Comp. Number                     Subject              #1               #2              #3                #4                  $5
-------------------------------------------------------------------------------------------------------------------------------
Center Name                                 Vill @ Lorna           Vill @           Plaza      North Hixson            Hillcres+
                                                                    Moody          Center

Grantor                                      Lorna Prop.      FS Partners      Plaza, Ltd      North Hixson           Hill. Ltd

Grantee                                     Birm. Realty      Birm Realty      Amberjack.        Amberjack.                Conf
                                                                                      Ltd               Ltd

Cash Eq. Sale Price                          $11,200,000       $4,485,000      $5,850,000        $4,760,000          $6,490,000

Date of Sale                      8/6/97         5/26/96          2/14/96        12/21/94            3/4/96              7/1/97

Gross Leasable Area               25,350         141,444           60,800          79,400            63,270              76,365

Sale Price/Sq. Ft.                                $79.18           $73.77          $73.68            $75.23              $84.99

NOI                             $133,676      $1,107,768         $436,470        $560,113          $485,493            $625,636

NOI per Sq. Ft.                    $5.27           $7.83            $7.18           $7.05             $7.67               $8.19

EGIM                                                7.55             8.56            8.71              7.80                8.79
===============================================================================================================================
ADJUSTMENTS                                           #1               #2              #3                #4                  #5
-------------------------------------------------------------------------------------------------------------------------------
Conditions of Sale                                Normal           Normal          Normal            Normal              Normal
                                                   $0.00            $0.00           $0.00             $0.00               $0.00

Market Conditions/Time 5.00%                       11.0%             7.4%           13.1%              7.1%                0.5%

Preliminary Adj. Price/Sq. Ft.                    $87.89           $79.21          $83.36            $80.59              $85.41
===============================================================================================================================
PHYSICAL DIFFERENCES                                  #1               #2              #3                #4                  #5
-------------------------------------------------------------------------------------------------------------------------------
NOI Adjustment                                     -32.7%           -26.5%          -25.2%            -31.3%              -35.6%

Overall Adjustment                               ($25.87)         ($19.58)        ($18.60)            $23.53            ($30.29)
===============================================================================================================================
FINAL ADJUSTED PRICE/SQ. FT. OF BLDG              $62.02           $59.63          $64.75             $57.06             $55.12
===============================================================================================================================

The sales were adjusted to the subject for the following items:

CONDITION OF SALE: No adjustment indicated.

TIME:               Considers an increase of 5% per year based on analysis of
                    the overall capitalization rates of the comparable sales and
                    range of rates from the five methods considered in the
                    Income Approach.


                                                  H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED) 61

NET OPERATING INCOME:      The comparable sales were adjusted to the subject
                           based on the difference in net operating income. As
                           indicated in the following table, there is a direct
                           relationship between the sale price per square foot
                           and net operating income per square foot.

                           ===============================================
                           SALE NO.           SP/SQ. FT.       NOI/SQ. FT.
                           ===============================================

                              1                 $79.18            $7.83

                              2                 $73.77            $7.18

                              3                 $73.68            $7.05

                              4                 $75.23            $7.67

                              5                 $84.99            $7.64
                           ===============================================
                           Subject                NA              $5.27
                           ===============================================

The adjustment for NOI is based on the following formula: the subject's NOI per square foot is subtracted from the comparables estimated NOI per square foot and the difference is divided by the comparable's NOI per square foot.

The adjusted sales present an adjusted range of value from $55.12 to $64.75 per square foot. Each of the sales was given relatively equal weight in the estimate of value on a per sq. ft. basis. Based on these adjusted sales, the subject property is valued by direct comparison as:


VALUE INDICATION - MARKET APPROACH

Price per Sq. Ft.: 25,350 Sq. Ft. x $58.00 per Sq. Ft.= $1,470,300

ROUNDED $1,470,000


H.J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 62

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

     =====================================================================
     Sale No.                    EGIM                       Expense Ratio
     =====================================================================

         1                       7.55                          25.30%

         2                       8.56                          16.70%

         3                       8.71                          16.60%

         4                       7.80                          20.40%

         5                       8.79                          15.28%

      Subject                     NA                           18.71%
     =====================================================================

The Effective Gross Income Multipliers of the four comparable sales range from 7.55 to 8.79. There is a direct correlation between operating expense ratios and EGIM's. Sales 2, 3, and 5 have lower operating expense ratios; Sales 1 and 5 have higher operating expense ratios. As the subject's forecasted operating expense ratio is 18.71 which is closer to Sales 2, 3 and 4, it would be considered reasonable to assume it would have an EGIM near the higher end of the range. The subject is part of a cross collateralized portfolio as discussed previously and would enjoy the benefits of such an association hence, a EGIM toward the higher end of the range would appear justified.

Based on these sales, the subject is valued by EGIM as:


VALUE INDICATION - MARKET APPROACH

Effective Gross Income Multiplier $164,445 PGI x 8.75 = $1,439,000

CONCLUSION

The two market indicators of value are correlated with greater weight given to adjusted sale price per square foot for a value by Market Approach of $1,460,000.

H.J. Porter & Associates, Inc.


63

RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach ...................................................... $1,314,000

This approach is felt to be reliable, being based on a respected national cost service's figures as well as actual cost of other centers and the Developer's cost breakdown. The land value is based on commercial land sales from the subject's market area and is felt to be well supported. However, this approach does not mirror the actions of investors in properties similar to the subject. Therefore, this approach is given little consideration in the final value estimate.

Income Approach .................................................... $1,485,000

This approach is felt to be most indicative of the subject's value. It best reflects current and projected market conditions as they relate to the subject and mirrors the actions of investors in today's market. Overall, this approach is afforded greatest consideration and is supported by the Market Approach.

Market Approach .................................................... $1,460,000

This approach is based on the most recent sales of other neighborhood shopping centers and is reliant upon the direct sales comparison on a price per square foot basis, and the effective income multiplier method. This approach is afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the subject's leased fee interest, has a market value, as of August, 6, 1997, of:

ONE MILLION FOUR HUNDRED EIGHTY THOUSAND DOLLARS
($1,480,000)

Divided As:       Improvements      $1,413,400
                  Land              $   66,600
                                    ----------
                  Total             $1,480,000

H.J. Porter & Associates, Inc.


64

CERTIFICATION

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

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

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

3. Neither party signing this report has a present or prospective interest in the property that is the subject of this report, nor do they have any personal interest or bias with respect to the parties involved.

4. Our compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. Our compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of stipulated result, or the occurrence of a subsequent event.

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

6. The use of this report is subject to the requirements of the Appraisal Institute and the Alabama Real Estate Appraisers Board relating to review by its duly authorized representatives.

7. This assignment was made subject to regulations of the State of Alabama Real Estate Appraisers Board. The undersigned state certified appraiser has met the requirements of the board that allow this report to be regarded as a 'certified appraisal'.

8. Howard J. Porter, Jr., MAl, CCIM, is currently certified under the continuing education program of the Appraisal Institute.

9. Howard J. Porter, Jr., MAl, CCIM, has not made a personal inspection of the property that is the subject of this report.

H.J. Porter & Associates, Inc.


CERTIFICATION - (CONTINUED)

10. Glen E. Heinzelman, Associate, has made a personal inspection of the property that is the subject of this report.

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

12. This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan.

13. Based upon the foregoing investigations and analysis, it is our opinion that the subject property has a market value estimate as of August 6, 1997:

ONE MILLION FOUR HUNDRED EIGHTY THOUSANDS DOLLARS
($1,480,000)

/s/Howard J. Porter                            11/13/97
------------------------------------------     ---------
Howard J. Porter, Jr., MAI, CCIM               Date
Certified General Real Property Appraiser
Alabama Certificate #G51


/s/Glen E. Heinzelman
------------------------------------------     ---------
Glen E. Heinzelman, Associate                  Date
Licensed Real Property Appraiser
Alabama Certificate #L12


                                                  H.J. Porter & Associates, Inc.


EXHIBITS

   Location Map ................................................. Facing Page 4
   Tax Map Segments ....................................... Facing Page 6 and 7
   State Map .................................................... Facing Page 9
   Site Plan ....................................................Facing Page 15
   Subject Photographs ..........................................Facing Page 16
   Land Sales Map ...............................................Facing Page 27
   Improved Sales Map ...........................................Facing Page 60

REAR EXHIBITS
   Korpacz Real Estate Investor Survey
   Assumptions and Limiting Conditions
   Qualifications
   State of Alabama Certification

H.J. Porter & Associates, Inc.


LEASE SUMMARY NO. 1.

Tenant:                        B.C. Moore & Son's, Inc.

Term:                          15 Years

Area:                          16,900 Sq. Ft.

Renewal Options:               One, five year option

Minimum Rent:                  $84,500 per year or $5.00 per Sq. Ft.

Percentage Rent:               2% of gross exceeding breakpoint

Expense Contributions:         Tenant pays pro-rata share of taxes, insurance,
                               and common area maintenance.

Utilities:                     Paid by tenant

Repairs by  Landlord:          Common area and all structural repairs

Repairs by Tenant:             HVAC, plumbing, electrical, sewage, and interior
                               repairs

Parking:                       Not less than 4.5 spaces per 1,000 sq. ft. NRA

Subletting:                    Allowed with written permission from landlord

Subordination:                 Lease is fully subordinated.

H.J. Porter & Associates, Inc.


LEASE SUMMARY NO. 2

Tenant:                        Harco Drugs, Inc.

Term:                          15 Years

Area:                          8,450Sq. Ft.

Renewal Options:               Four, five year options

Minimum Rent:                  $63,375 per year or $7.50 per Sq. Ft.

Percentage Rent:               2% of gross exceeding breakpoint

Expense Contributions:         Tenant pays pro-rata share of taxes, insurance,
                               and common area maintenance.

Utilities:                     Paid by tenant

Repairs by Landlord:           Common area and all structural repairs

Repairs by Tenant:             HVAC, plumbing, electrical, sewage, and interior
                               repairs

Parking:                       Not less than 4.5 spaces per 1,000 sq. ft. NRA

Subletting:                    Allowed with written permission from landlord

Subordination:                 Lease is fully subordinated.


                                                  H.J. Porter & Associates, Inc.


[KORPACZ - LETTERHEAD]

NATIONAL STRIP SHOPPING CENTER MARKET

The trend toward investors focusing on retail acquisitions continues this quarter. They believe that since the prices of other property types have been bid up, retail offers better relative values. "We're seeing the beginning of a run up in retail again," says one participant. The major interest tends to be on neighborhood and community centers.

The optimum size of the ideal strip shopping center is 100,000 square feet to 130,000 square feet, but investors will also consider larger properties, especially if there is the potential to put in other anchor stores, such as Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are smaller than 100,000 square feet, some portfolios may have centers as small as 70,000 square feet and as large as 200,000 square feet. "But there you have to take good with bad," comments a participant. The supply of available strip centers is plentiful, but it is hard to find those of optimum size that are anchored by a market-dominant grocery store.

The importance of the grocery anchor is based on its capability to generate traffic in the center, which greatly enhances the landlord's ability to lease the in-line stores. The traffic increases in-line store sales volume, which mitigates the risk of ownership and provides the investor with the requisite yield from such a center.

The size of the grocery anchor is also significant in its competitive position. Although the optimum size varies by market, in major metropolitan areas between 50,000 square feet and 75,000 square feet is ideal. In smaller markets a 40,000-square-foot store can be successful. However, the older 25,000-square-foot stores are considered functionally obsolete.

Over the next 12 months, prices in the national strip shopping center market are expected to remain stable or drop slightly. Survey participants put the average decrease at 1.78%.

Key indicators in the national strip shopping center market support the expectation of stagnant values for the year. Again this quarter, the changes in indicators are small. The average discount rate (IRR) increased 2 basis points (see Table 7). This follows a 10-basis-point decrease last quarter.

The average overall cap rate (OAR) decreased 1 basis point to 9.84%. Highly desirable centers trade at cap rates between 8.00% and 10.00%, but most close at cap rates between 10.00% and 11.00%.

Strip shopping centers have long been perceived to pose higher investment risk than regional malls, and both IRRs and going-in cap rates have reflected a premium for the higher risk. In fourth quarter 1996, however for the first time since we began tracking the national strip shopping center market in fourth quarter 1991, the average IRR fell below the national regional mall market average IRR. This quarter the rates are 11.55% and 11.75%, respectively.

The strip shopping center OAR is still considerably higher than the regional mall rate. The spread between the two had narrowed during 1996. However, last quarter's 7-basis-point increase in the strip shopping center OAR widened the gap again. The current OAR premium is 127 basis points. It was 173 one year ago. By comparison, the national power center OAR is 9.58%, 26 basis points lower than the strip shopping center rate.

Investors would like to acquire portfolios of neighborhood and community shopping centers that are located in one region, thus presenting the opportunity for management and leasing efficiencies. These are difficult to find, however, and are priced at a premium.|_|

TABLE 7
NATIONAL STRIP SHOPPING CENTER MARKET
SECOND QUARTER 1997

                                           CURRENT                  LAST                 YEAR
KEY INDICATORS                             QUARTER                QUARTER                AGO
================================     ===================     ================      ===============
Discount Rate (IRR)(a)
================================     ===================     ================      ===============
RANGE                                   10.00%-14.00%          10.00%-14.00%        10.00%-14.00%
AVERAGE                                    11.55%                  11.53%               11.74%
CHANGE(Basis Points)                         --                      +2                  -19

================================     ===================     ================      ===============
Overall Cap Rate (OAR)(a)
================================     ===================     ================      ===============
RANGE                                   8.25%-13.00%            8.25%-13.00%         8.25%-13.00%
AVERAGE                                     9.84%                  9.85%                9.90%
CHANGE (Basis Points)                        --                      -1                   -6

================================     ===================     ================      ===============
Market Rent Change Rate(b)
================================     ===================     ================      ===============
RANGE                                    0.00%-6.00%            0.00%-6.00%          0.00%-6.00%
AVERAGE                                     2.83%                  2.73%                2.60%
CHANGE (Basis Points)                        --                     +10                  +23

================================     ===================     ================      ===============
Expense Change Rate(b)
================================     ===================     ================      ===============
RANGE                                    0.00%-5.00%            0.00%-5.00%          2.00%-5.00%
AVERAGE                                     3.58%                  3.67%                3.99%
CHANGE (Basis Points)                        --                      -9                  -41

================================     ===================     ================      ===============
Residual Cap Rate
================================     ===================     ================      ===============
RANGE                                   8.25%-12.00%            8.25%-12.00%         8.25%-13.50%
AVERAGE                                     9.92%                  9.92%                10.13%
CHANGE (Basis Points)                        --                      0                   -21

a. Rate on unleveraged, all-cash transactions
b. Initial rate of change

12==============================================================================


[CTE ENVIRONMENTAL - LETTERHEAD]

December 28, 1994

First Alabama Bank
P.O. Box 511
Montgomery, Alabama 36134-0511
Attn: Mr. Spencer Knight

Newton, Oldacre & McDonald
725 East Main Street
Prattville, Alabama 36067
Attn: Mr. Tom Newton

Re: Site Assessment/Review
Winn Dixie/Harco Drugs Shopping Center Opp, Alabama

Gentlemen;

CTE Environmental has completed the requested site visit and environmental report review of the Phase 1 Environmental Assessment conducted jointly by Associated Testing Laboratory and Gallett & Associates, Inc.

The purpose of this letter is to verify that the previously mentioned report is still valid and that, since March 25, 1992, no environmental hazards have been introduced onto the site or adjacent sites.

Our investigation began with a review of the existing site through a personal visit by our engineer. The site has changed in physical appearance since 1992. Many cubic yards of soil has been excavated and hauled away from the site to prepare the construction site for a future Winn Dixie and Harco Drugs Store. The preparation of the site has improved the overall environmental issue since any potential surface contaminant has been removed leaving bare, undisturbed earth. No off-site soils have been used at the site.

The parcel of land to the Northwest at the intersection of Perry Store Road and U.S. Highway 331 is now occupied by a new Burger King Restaurant. A new McDonald's Restaurant occupies the lot to the Southwest of the Winn Dixie parcel and across U.S. 331.

All other references in the report of 1992, are basically correct as to surrounding properties with the exception of the Independant Service Station to the Southeast of the site. It could no longer be located.

2821 Chestnut Street Montgomery Alabama 36107 (205) 834-4719 P.O. Box 6325

36106


Winn Dixie/Harco, Opp, AL
December 28, 1994

Page 2

State, County, and local files remain free of site related environmental concerns. The Tom Thumb Amoco Convenience Store is currently registered on the Alabama Department of Environmental Management Trust Fund Program (a State Insurance program). No reported leaks or spills have occurred at this site. The store is in basic compliance with Federal and State laws at this time.

Other paragraphs contained in the Associated Testing/Gallet & Associates report concerning the Geology, Hydrogeology, Property Ownership, and Aerial Photographs have not changed and are still applicable to a current sale of the property.

It is our opinion that the site is environmentally clear of contamination. Our survey is the result of conditions at the site on the date of this report and does not extend to contamination introduced at a later date by other parties.

Very Truly yours;
CTE Environmental

/s/Jerry W. Gilbert
-----------------------
Jerry W. Gilbert, P.E.
President

Attachment

cc: Ruston, Stakely, Johnson & Garrett
P.O. Box 270
Montgomery, Alabama 36101-0270
Attn: Mr. Jesse Williams, Attorney

[SEAL]


[ASSOCIATED TESTING LABORATORY, INC. - LETTERHEAD]

Montgomery, AL

PRELIMINARY ENVIRONMENTAL

SITE ASSESSMENT (PHASE I)

WINN DIXIE /HARCO DRUGS

SHOPPING CENTER

OPP, ALABAMA

JOB # 92-172

Prepared For:

NEWTON DEVELOPMENT CORP

725 East Main Street

Prattville, Alabama


ASSOCIATED TESTING LABORATORY, INC.

                                 P.O. Box 250954
                            Montgomery, AL 36125-0954

PHONE: (205) 834-9861                                        3029 Fairwest Place
Voice Beeper 269-7361             March 25, 1992            Montgomery, AL 36108

NEWTON DEVELOPMENT CORP.
725 East Main Street
Prattville, Alabama 36067

Attn: Mr Tom Newton

Re: Preliminary Environmental Site Assessment (Phase I) Winn Dixie/Harco Drugs Shopping Center Opp, Alabama

Dear Mr Newton:

ASSOCIATED TESTING LABORATORY, INC. AND GALLETT & ASSOCIATES, INC. jointly have completed the authorized environmental site assessment for above referenced site. This report describes our study and presents our findings.

The site was inspected by an ATL Engineering Technician for the purpose of evaluating any past or present environmental liabilities which may be associated with the present ownership of the subject property and with the surrounding area. In addition, regulatory and historical information was reviewed to determine past site conditions and usage.

Specifically, potential enviromental liabilities which were addressed in this study include: local past and present waste disposal practices, presence of underground storage tanks or electrical equipment, unusual storage conditions, and stressed vegitation growth.

Based on our inspection and data review, we found no evidence to suggest the presendence of hazardous materials or the past disposal of hazardous materials on the site.

We appreciate the opportunity to be of service to you on this project. If you have any questions pertaining to this report or if we may be of service to you in the future, please do not hesitate to contact us.

Very truly yours,

/s/H.W. Carr, Jr.                                      /s/William W. Cooch
---------------------------------                      ------------------------
ASSOCIATED TESTING LABORATORY, INC.                    GALLET & ASSOCIATES, INC.

H.W. Carr, Jr.                                         William W. Cooch
President                                              Manager, Environmental
                                                       Services

Materials Testing and Inspection Environmental Site Studies / Geo Technical Investigations


TABLE OF CONTENTS

1.0       INTRODUCTION

         1.1      PURPOSE, SCOPE, AND AUTHORIZATION.......................................................

         1.2      INFORMATION SOURCES.....................................................................

2.0      SITE DESCRIPTION.................................................................................

3.0      GEOLOGY AND HYDROGEOLOGY AND SUBSURFACE INVESTIGATION............................................

         3.1      GEOLOGY.................................................................................

         3.2      HYDROGEOLOGY............................................................................

         3.3      GEOTECHNICAL INVESTIGATION RESULTS......................................................

4.0      ASSESSMENT PROCEDURES............................................................................

         4.1      PROPERTY OWNERSHIP RECORDS REVIEW.......................................................

         4.2      GOVERNMENT REGULATORY/EMERGENCY RESPONSE RECORDS REVIEW

         4.3      AERIAL PHOTOGRAPH REVIEW................................................................

         4.4      INTERVIEWS..............................................................................

         4.5      WALKING SURVEY..........................................................................

5.0      SUMMARY AND CONCLUSIONS..........................................................................

6.0      QUALIFICATIONS...................................................................................

                            APPENDIX

PLATE #1SITE       LOCATION MAP

PLATE #2           SITE PHOTOGRAPHS

PLATE #3           BOREING LOCATIONS


1.0 INTRODUCTION

1.1 PURPOSE, SCOPE AND AUTHORIZATION

The purpose of this assessment was to investigate potential liabilities associated with the site and/or surrounding property. The scope of our study included review of available information and records, visual inspection of the site and surrounding property, and preparation of this report. This work was authorized by Mr. Tom Newton, NEWTON DEVELOPMENT CORP., 725 E. Main Street, Prattville, Alabama.

1.2 INFORMATION SOURCES

Research of land use and environmental conditions of the site and surrounding property included utilization of the following sources:

(1) Geological and hydrogeological information obtained from publications of Geological Survey of Alabama.

(2) Records of past ownership obtained from Title Information prepared by Mr.
Mark Murphy, MURPHY, MURPHY & BUSH, 5 E. Court Square, Andalusia, Alabama, Attorneys.

(3) United States Environmental Protection Agency (EPA) National Priority List (NPL) of known environmentally contaminated sites which will be or are receiving federal assistance in remediation.


(4) United States Environmental Protection Agency (EPA) Comprehensive Environmental Response, Compensation and Liability List (CERCLIS) of sites suspected to contain contamination.

(5) United States Environmental Protection Agency (EPA) Hazardous Waste Data Management System (HWDMS) List of facilities involved in the treatment, storage and disposal of hazardous waste.

(6) United States Environmental Protection Agency (EPA) Facility Index System (FINDS) List of sites or facilities subject to EPA regulations.

(7) 1975 aerial photographs of the study area examined at Covington County Mapping Office and 1985 aerial photographs examined at USDA Soil Conservation Service, Andalusia, Alabama.

(8) Personal interviews with the following:

a. Mr. Lawrence Bowden, Deputy Director of State of Alabama Emergency Management Agency

b. Mr. Gary Morrison, Covington County Director of Emergency Management

c. Mr. G. Waltney, Opp Fire Chief, Opp, Alabama

d. Mr. Charles McGowan, Opp Utilities Board

e. Mr. Rick Moore, Amoco Oil Co. Distributor, owner of adjacent property

f. Mr. Breedlowe, OPP BUILDING MATERIALS, current owner of property

g. Mr. Rigas Logiotatos, owner of adjacent property including service station.


(9) A walking survey and inspection of the site and surrounding area by an ATL professional.

2.0 SITE DESCRIPTION

STATE OF ALABAMA
COVINGTON COUNTY

Tract No. 1 Description

Commence at the Southwest corner of the Southeast 1/4 of the Southeast 1/4 of Section 28, Township 4 North, Range 18 East, Covington County, Alabama, said point being the point of beginning.

Thence North 00 degrees 09' 54" East a distance of 470.70 feet to an iron pin lying on the South right-of-way line of Perry Store Road; thence along said South right-of-way line South 84 degrees 55' 00" East a distance of 210.00 feet to an iron pin; thence leaving said right-of-way line South 00 degrees 14' 22" West a distance of 679.33 feet to an iron pin; thence. North 85 degrees 16' 12" West a distance of 209.01 feet to an iron pin; thence North 00 degrees 09' 54" East a distance of 210.00 feet to an iron pin and the point of beginning; said Tract No. 1 lying in the Southeast 1/4 of the Southeast 1/4 of Section 28, and the Northeast 1/4 of the Northeast 1/4 of Section 33, Township 14 North, Range 18 East, Covington County, Alabama and containing 3.26 acres, more or less.

STATE OF ALABAMA
COVINGTON COUNTY

Tract No. 2 Description

Commence at the Southwest corner of the Southeast 1/4 of the Southeast 1/4 of Section 28, Township 4 North, Range 18 East, Covington County, Alabama, said point being the point of beginning.

Thence North 89 degrees 57' 06" West a distance of 163.66 feet to an iron pin lying on the East right-of-way line of U.S. Highway 331; thence along said East right-of-way line North 13 degrees 26' 41" West a distance of 55.70 feet to an iron pin and P.C. of a curve to the left; thence along the chord bearing of said curve to the left North 23 degrees 19' 53" West a chord distance of


249.58 feet to an iron pin lying on the East right-of-way line of U.S. Highway 331; thence leaving said right-of-way line North 54 degrees 25' 00" East a distance of 42.24 feet to an iron pin; thence North 04 degrees 06' 00" West a distance of 97.50 feet to an iron pin; thence North 08 degrees 25' 00" West a distance of 89.71 feet to an iron pin lying on the South right-of-way line of Perry Store Road; thence along said right-of-way line South 84 degrees 55' 00" East a distance of 263.60 feet to an iron pin; thence leaving said right-of-way line South 00 degrees 09' 54" West a distance of 470.70 feet to an iron pin and the point of beginning, said Tract No. 2 lying in the Southwest 1/4 of the Southeast 1/4 of Section 28, Township 4 North, Range 18 East, covington County, Alabama and containing 2.51 acres, more or less.

3.1 GEOLOGY

The project site is underlain by Residuum, which consists of white to moderate reddish-orange sandy clay and clay with scattered layers of gravelly medium to coarse sand, fossiliferous chert and limestone boulders, and limonitic sand masses. The Residuum was derived from the solution and collapse of limestone in the Jackson Group and Oligocene Series and the slumping of Miocene sediments.

3.2 HYDROGEOLOGY

The site slopes from east to west generally with a drainage slough running along the south property line. The north side is bounded by Perry Store Road. A drainage swell runs between survey site and small parcel on northwest corner.


3.3 GEOTECHNICAL INVESTIGATION REPORT

There was a Geo-Technical Study made for the proposed Shopping Center performed by ASSOCIATED TESTING LABORATORY, INC., on June 17, 1991. A review of this report does not indicate the presence of any contamination on the site.

4.0 ASSESSMENT PROCEDURES

4.1 PROPERTY OWNERSHIP REVIEW

The study site is currently owned by OPP BUILDING & SUPPLY INC. which has owned the site since 1977. Ownership of a portion of the property came from J. M. Breedlowe Estate while another portion of the property was acquired from Marie Helms who obtained her portion of the property from Helms, Reiser & Williams in 1900. This information does not indicate any commercial use of the property even though present owner is a business firm. The adjoining property is a mixture of undeveloped farm land, residential and commercial property with one light manufacturing business (textile) within 1/2 mile of site.

4.2 GOVERNMENT REGULATORY/EMERGENCY RESPONSE RECORDS REVIEW

Following are the pertinent data obtained from the government regulatory/emergency response records:


(1) EPA NPL List - No NPL sites listed in Opp within one-half mile of the study site.

(2) EPA CERCLIS List - No CERCLIS sites listed in Opp within one-half mile of the study site.

(3) EPA HWDMS List - HWDMS lists no sites in Opp within one-half mile of the study site.

(4) Facilities located within one-half mile of the study site which are not currently shown on EPA HWDMS and FINDS Lists that may generate contaminants:

a. TOM THUMB AMOCO CONVENIENCE STORE adjacent to southeast corner of site

b. INDEPENDENT SERVICE STATION adjacent to southeast corner of site

c. HELMS OIL CO. (TEXACO DISTRIBUTOR) west of site 1/4 mile on north side of Highway 331 South

d. FINA OIL CO. DISTRIBUTOR west of site 1/4 mile on south side of Highway 331 South

4.3 AERIAL PHOTOGRAPH REVIEW

Aerial photographs taken in 1975 on file at the Covington County Mapping Office and photographs taken in 1985 on file at USDA Soil Conservation Service, Andalusia, Alabama, were examined and no indication of any widespread dumping of contaminants was found either on the site or the surrounding property.


4.4 WALKING SURVEY

The project site is located in the southeast quadrant of U.S. 331 and Perry Store Road in Opp, Alabama. The site generally slopes from east (E1 325) to west (E1-295).

Proposed for construction is a Winn Dixie and Harco Drugs along with smaller retail shops and associated parking and drive areas. The site is bounded on the east by undeveloped farm land, residential and commercial property. On the south is an Amoco Service Station adjacent to the southwest corner and commercial and residential property. The west is bounded by Highway 331 South and commercial property. On the north is undeveloped land, residential and commercial property. Adjacent to the site at the northwest corner is an independent service station and other small commercial sites. Further to the west is a small textile manufacturing facility as well as two oil company distributors with above ground storage tanks. Our investigation did not indicate the presence of any contamination on the site or on the adjoining property.

5.0 SUMMARY CONCLUSION

The site location, as described in Section 4.4 above, in Opp, Alabama was evaluated for environmental liabilities in a Phase I Environmental Site Assessment at the request of Mr. Tom Newton of NEWTON DEVELOPMENT CORP., 725 East Main Street, Prattville, Alabama. The evaluation was


accomplished by maps, aerial photographs, historical data, by reviewing pertinent environmental regulatory records, personal interviews and a physical inspection of the site and surrounding areas. Our evaluation focused on potential liabilities associated with the past and present usage.

Personal property owners of adjacent service stations state that there have been no spills on their property and that the underground storage tanks are checked for leaks as directed by ADEM and the tanks are in compliance with current ADEM Regulations.

Based on this assessment, we have found no evidence to suggest that the subject property or the surrounding properties were used for hazardous waste disposal or for industrial purposes nor that any environmentally regulated or investigated sites have adversely affected the site, thereby making it unnecessary to perform further investigation (Phase II Study).

6.0 QUALIFICATIONS

Our evaluation of the environmental conditions at this site is based on the previously available information and the data obtained during research and field study. These services have been performed in accordance with generally accepted standards of performance for this level of assessment. Our conclusions are limited to the surface conditions only and the subsurface soil and/or groundwater


concerning contamination from hazardous substances are unknown.

ATL is not responsible for the conclusions or opinions made by others based on the findings of this report.


WINN-DIXIE/HARCO DRUG SHOPPING CENTER PLATE # 1

SITE LOCATION MAP

[GRAPHICS OMITTED]

VICINITY MAP


WINN DIXIE/HARCO DRUGS SHOPPING CENTER                                 PLATE # 2

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS}

WINN-DIXIE/HARCO DRUG SHOPPING  CENTER                                 PLATE # 3

[GRAPHICS OMITTED]
BOREING LOCATION PLAN


[GRAPHICS OMITTED]
[PHOTOGRAPHS}


[GRAPHICS OMITTED]
[PHOTOGRAPHS}


[GRAPHICS OMITTED]
[PHOTOGRAPHS}


[GRAPHICS OMITTED]
[PHOTOGRAPHS}


LEASE SUMMARY NO. 1

Tenant:                            B.C. Moore & Son's, Inc.

Term:                              15 Years

Area:                              16,900 Sq. Ft.

Renewal Options:                   One, five year option

Minimum Rent:                      $84,500 per year or $5.00 per Sq. Ft.

Percentage Rent:                   2% of gross exceeding breakpoint

Expense Contributions:             Tenant pays pro-rata share of taxes,
                                   insurance, and common area maintenance.

Utilities:                         Paid by tenant

Repairs by Landlord:               Common area and all structural repairs

Repairs by Tenant:                 HVAC, plumbing, electrical, sewage, and
                                   interior repairs

Parking:                           Not less than 4.5 spaces per 1,000 sq.
                                   ft. NRA

Subletting:                        Allowed with written permission from
                                   landlord

Subordination:                     Lease is fully subordinated.


LEASE SUMMARY NO. 2

Tenant:                            Harco Drugs, Inc.

Term:                              5 Years

Area:                              8,450Sq. Ft.

Renewal Options:                   Four, five year options

Minimum Rent:                      $63,375 per year or $7.50 per Sq. Ft.

Percentage Rent:                   2% of gross exceeding breakpoint

Expense Contributions:             Tenant pays pro-rata share of taxes,
                                   insurance, and common area maintenance.

Utilities:                         Paid by tenant

Repairs by Landlord:               Common area and all structural repairs

Repairs by Tenant:                 HVAC, plumbing, electrical, sewage, and
                                   interior repairs.

Parking:                           Not less than 4.5 spaces per 1,000 sq. ft.
                                   NRA

Subletting:                        Allowed with written permission from landlord

Subordination:                     Lease is fully subordinated.


ASSUMPTIONS AND LIMITING CONDITIONS

1. COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

Possession of this report or any copy thereof does not carry with the right of publication, nor may it be used for other than its intended use. The report may not be used for any purpose by any persons or corporation other than the client or the party to whom it is addressed or copied without the written consent of the appraiser, and then only in its entirety.

Neither all nor any part of the contents of this report shall be conveyed to the public through advertising, public relations efforts, news, sales, or other media, without the written consent and approval of the appraiser, nor may any reference be made in such a public communication to the Appraisal Institute or the MAI designation.

2. CONFIDENTIALITY:

The appraiser may not divulge the material (evaluation) contents of the report, analytical findings or conclusions, or give a copy of the report to anyone other than the client or his designee as specified in writing except as may be required by the Appraisal Institute as they may request in confidence for ethics enforcement, or by a court of law or body with the power of subpoena.

This appraisal is to be used only in its entirety and no part is to be used without the whole report. All conclusions and opinion concerning the analysis are set forth in the report and were prepared by the Appraiser whose signature appears on the appraisal report, unless indicated as "Review Appraiser". No change of any item in the report shall be made by anyone other than the Appraiser and/or officer of the firm. The Appraiser and firm shall have no responsibility if any such unauthorized change is made.

3. INFORMATION USED:

No responsibility is assumed for accuracy of information furnished by or from others, the client, his designee, or public records. We are not liable for such information or the work of possible subcontractors. The comparable data relied upon in this report has been confirmed with one or more parties familiar with the transaction or from affidavit; all are considered appropriate for inclusion to the best of our factual judgement and knowledge.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4. TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

The contract for appraisal, consultation or analytical service, are fulfilled and the total fee payable upon completion of the report. The appraiser or those assisting in the preparation of the report will not be asked or required to give testimony in court or hearing because of having made the appraisal, in full or in part, nor engage in post appraisal consultation with client or third parties except under separate and special arrangement and at additional fee.

5. EXHIBITS:

The sketches and maps in this report are included to assist the reader in visualizing the property and are not necessarily to scale. Various photos, if any, are included for the same purpose and are not intended to represent the property in other than actual status, as of the date of the photos. Site plans are not surveys unless shown from separate surveyor.

6. LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN COMPONENTS, SOIL:

No responsibility is assumed for matters legal in character or nature, nor matters of survey, nor of any architectural, structural, mechanical, or engineering nature. No opinion is rendered as to the title, which is presumed to be good and merchantable. The property is appraised as if free and clear, unless otherwise stated in particular parts of the report.

The legal description is assumed to be correct as used in this report as furnished by the client, his designee, or as derived by the appraiser.

The appraiser has inspected as far as possible, by observation, the land and the improvements thereon; however it was not possible to personally observe conditions beneath the soil or structural, or other components. We have not critically inspected mechanical components within the improvements and no representations are made herein as to these matters unless specifically stated and considered in the report. The value estimate considers there being no such conditions that would cause a loss of value. The land or the soil of the area being appraised firm, however subsidence in the area is unknown. The appraiser does not warrant against this condition or occurrence of problems arising from soil conditions.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

The appraisal is based on there being no hidden, unapparent, or apparent conditions of the property site, subsoil, or responsibility is assumed for any such conditions or for any expertise or engineering to discover them. All mechanical components are assumed to be in operable condition and status standard for properties of the subject type. Conditions of heating, cooling, ventilating, electrical and plumbing equipment is considered to be commensurate with the condition of the balance of the improvements unless otherwise stated. No judgement is made as to adequacy of insulation, type of insulation, or energy efficiency of the improvements or equipment.

7. RELATING TO THE AMERICAN WITH DISABILITIES ACT:

The Americans with Disabilities Act ("ADA") became effective January 26, 1992. The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since there is no direct evidence relating to this issue, possible non-compliance with the requirements of ADA in estimating the value of the property has not been considered.

8. LEGALITY OF USE:

The appraisal is based on the premise that, there is full compliance with all applicable federal, state and local environmental regulations and laws unless otherwise stated in the report; further that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further, that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further, it is assumed that all required licenses, consents, permits, or other legislative or administrative authority, local, state, federal and/or private entity or organization have been or can be obtained or renewed for any use considered in the value estimate.

9. COMPONENT VALUES:

The distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. The separate valuations for land and building must not be used in conjunction with any other appraisal and are invalid if so used.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10. AUXILIARY AND RELATED STUDIES:

No environmental or impact studies, special market study or analysis, highest and best use analysis study or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report. The appraiser reserves the unlimited right to alter, amend, revise or rescind any of the statements, findings, opinions, values, estimates, or conclusions upon any subsequent study or analysis or previous study or analysis subsequently becoming known to him.

11. DOLLAR VALUES, PURCHASING POWER:

The market value estimated, and the costs used, are as of the date estimate of value. All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate.

12. INCLUSIONS:

Furnishings and equipment of business operations except as specifically indicated and typically considered as a part of real estate, have been disregarded with only the real estate being considered in the value estimate unless otherwise state.

13. PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

Improvements proposed, if any, on or off-site, as well as any repairs required are considered, for purpose of this appraisal to be completed in good and workmanlike manner according to information submitted and/or considered by the appraiser. In cases of proposed construction, the appraisal is subject to change inspection of property after construction is completed. This estimate of market value is as of the date shown, as proposed, as if completed and operating at levels shown and projected.

14. VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

The estimated market value is subject to change with market changes over time; value is highly related to exposure, time, promotional effort, terms motivation, and conditions surrounding the offering. The value estimate considers the productivity and relative attractiveness of the property physically and economically in the marketplace. The "Estimate of Market Value" in the appraisal report is not based in whole or in part upon the race, color or national origin of the present owners or occupants of the properties in the vicinity of the property appraised.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

In cases of appraisals involving the capitalization of income benefits, the estimate of market value is a reflection of such benefits and appraiser's interpretation of income and yields and other factors derived from general and specific market information. Such estimates are as of the date of the estimate of value; they are thus subject to change if the market is naturally dynamic.

15. MANAGEMENT OF THE PROPERTY:

It is assumed that the property which is the subject of this report will be under prudent and competent ownership and management; neither inefficient nor super efficient.

16. CONTINUING EDUCATION CURRENT:

The Appraisal Institute conducts a voluntary program of continuing education for its designated members. MAIs and RMs who meet the minimum of this program are awarded periodic certification. I am currently certified under the Appraisal Institute Voluntary Continuing Education Program.

17. FEE:

The fee for this appraisal or study is for the service rendered and not for the time spent on the physical report.

18. AUTHENTIC COPIES:

The authentic copies of this report are signed in blue ink. Any copy that does not have an original signature is unauthorized and may have been altered.

19. HAZARDOUS MATERIALS:

Unless otherwise stated in this report, the appraiser signing this report has no knowledge concerning the presence of urea-formaldehyde foam insulation or asbestos containing material in existing improvements; if such materials are present the value of the property may be adversely affected and reappraisal at additional cost necessary to estimate the effects of such material.

20. Unless otherwise noted within the attached report, there are no items of FF&E included in the reported value. Any equipment included with the property in the value are only those items that are considered as an integral part of the realty, even though technically they could be legally considered as personalty.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21. NOTE:

ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
OF THE ABOVE CONDITIONS.

H.J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS
OF
GLEN E. HEINZELMAN

CURRENT STATUS

Glen E. Heinzelman is involved in the appraisal of and consulting with owners of income producing real estate. He is an Associate Appraiser with H. J. Porter & Associates, Inc. with offices located at:

H. J. Porter & Assoc., Inc. 631 Stage Road/P.O. Box 28 Auburn, AL 36830 (205)826-8682

H. J. Porter & Assoc. of Birmingham #14 Office Park Circle Suite 230 Birmingham, AL 35223 (205) 871-3600

H. J. Porter & Assoc. of Montgomery 235 S. Court Street Montgomery, AL 36104 (205) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Heinzelman is an MAI candidate for membership in the Appraisal Institute; Candidate No. M-921950.
Alabama Licenced Real Property Appraiser - Certificate No. L12 Georgia Licenced Real Property Appraiser - Certificate No. 6165 Licenced Real Estate Salesperson - State of Alabama

PROFESSIONAL EDUCATION STATUS

These courses include:

Course                         Sponsor                  Location
------                         -------                  --------
Real Estate Appraisal          AIREA                    Arizona State University
Principles
Basic Valuation Procedures     AIREA                    Arizona State University
Capitalization Theory &        AIREA                    Arizona State University
Techniques
Advanced Capitalization        Appraisal Institute      Birmingham, Alabama
USPAP Parts A & B              Appraisal Institute      Birmingham, Alabama
Advanced Applications          Appraisal Institute      Tuscaloosa, Alabama
Report Writing & Valuation     Appraisal Institute      Plano, Texas
Analysis

Mr. Heinzelman has also taken various seminars offered by the AIREA, IR/WA, and others.

PROFESSIONAL EXPERIENCE

The scope of Mr. Heinzelman's experience includes the appraisal of commercial, multi-family residential, industrial, farm, condemnation, special use properties, marketability, feasibility, and reuse analysis, appraisal review, and consulting. Geographic areas of experience include the States of Alabama, Arizona, California, Florida, Georgia, Mississippi, Nevada, and Tennessee. Qualified as expert witness in Federal and Circuit Courts in the States of Arizona, California, and Nevada.

H.J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS
OF
HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with owners of income producing real estate. He is President of H J Porter & Associates, Inc. with offices located at:

H. J. Porter & Assoc., Inc. 631 Stage Road/P.O. Box 28 Auburn, AL 36830 (205)826-8682

H. J. Porter & Assoc. of Birmingham #14 Office Park Circle Suite 230 Birmingham, AL 35223 (205) 871-3600

H. J. Porter & Assoc. of Montgomery 235 S. Court Street Montgomery, AL 36104 (205) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation (Certificate Number 5924). He has served as a member of the SREA Young Advisory Council (1977 & 1978). He served as President of the Birmingham SREA Chapter #106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is a Realtor(R) Member and past Vice-President of the Lee County Association of Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the Commercial Investment Real Estate Council of the National Association of Realtors(R). He is a member of the International Right of Way Association (Alabama Chapter #26) and is a panel member of the American Arbitration Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA) now merged as The Appraisal Institute. Additionally, he has credit for courses offered by the Real Estate Securities and Syndication Institute (RESSI) the Urban Land Institute (ULI), and the International Right of Way Association (IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for its designated members. MAIs and RMs who meet the minimum standards of this program are awarded periodic educational certification. He is currently certified under the Institute's voluntary continuing education program. Mr. Porter is currently a Certified General Real Property Appraiser in Alabama (Certificate #CG51) and a Certified Real Estate Appraiser in Georgia (Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the Jefferson County School System and graduated from Auburn University. His major fields of study were Economics and Finance with a B.S. Degree in Business Administration.

H.J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER, JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a Realtor(R) Member of the Lee County Association of Realtors(R). From 1974 through 1983 he was involved with appraisals, market research, syndication and consulting on various types of real estate. From 1983 through 1985 he was President of a regionally active development company headquartered in Auburn, Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn, Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and USPAP, has served as an adjunct faculty member in the Auburn University Department of Community Planning, and is an appraisal instructor for the International Right of Way Association. He also has given talks to various real estate related groups throughout Alabama. Mr. Porter has developed, constructed, owned, and managed investment real estate for his own and affiliated partnership's account.

REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

Governmental                                       Corporate
------------                                       ---------

U. S. Internal Revenue Service                     Chrysler Realty Corp.
Jefferson County, AL                               McDonald's Corporation
Montgomery County, AL                              Norfolk Southern Railroad
State of Alabama DOT                               South Central Bell
U.S. Government Services Admin.                    Diversified Products
                                                   Corporation
U.S. Department of the Interior                    INOUE SAKAE Co. (Japan)
U.S. Postal Service                                TIME/LIFE Corporation
Farmers Home Administration                        Baptist Medical Center
                                                   (B'ham)
Birmingham Airport Authority                       Alabama Power Company
Auburn University                                  Southern Natural Gas
State of Alabama Department of Revenue

Lenders                                            Development
-------                                            -----------

South Trust Bank                                   Colonial Properties, Inc.
Federal National Mortgage Association              Helms-Roark Development
New York Life Insurance Co.                        Beisel-Moss Development
Provident Mutual Life                              Shannon, Strobel & Weaver
Washington Mortgage Financial                      Polar-BEK, Inc.
Columbus Bank & Trust Co.                          Southern Investment
                                                   Properties
1st Interstate Mortgage (Chicago)                  McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts in various Alabama counties. He has served as a Probate Commissioner for the Jefferson County and Lee County Probate Courts.

H.J. Porter & Associates, Inc.



STATE OF ALABAMA

[SEAL]

This is to certify that

GLEN E. HEINZELMAN

having given satisfactory evidence of the necessary qualifications required by the laws of the State of Alabama is licensed to transact business in Alabama as a

LICENSED REAL PROPERTY APPRAISER

With all the rights, privileges and obligations appurtenant thereto.

LICENSE NUMBER:  L00012                     /s/Illegible      Executive Director
EXPIRATION DATE: SEPT. 30,1997              ALABAMA REAL ESTATE APPRAISERS BOARD
================================================================================



STATE OF ALABAMA

[SEAL]

This is to certify that

HOWWARD J. PORTER, JR.

having given satisfactory evidence of the necessary qualifications required by the laws of the State of Alabama is licensed to transact business in Alabama as a

LICENSED REAL PROPERTY APPRAISER

With all the rights, privileges and obligations appurtenant thereto.

LICENSE NUMBER:  L00012                     /s/Illegible      Executive Director
EXPIRATION DATE: SEPT. 30,1997              ALABAMA REAL ESTATE APPRAISERS BOARD
================================================================================


APPRAISAL REPORT

OF

PARKER CENTER
208 S. TYNDALL PARKWAY
PARKER, FLORIDA

(C97-151)

FOR

MR. LARRY MILLER
MERRILL LYNCH & COMPANY
WORLD FINANCIAL CENTER - NORTH TOWER
NEW YORK, NY 10281

AS OF

AUGUST 9, 1997
OCTOBER 17, 1997

BY

HOWARD J. PORTER, JR., MAI, CCIM
MATTHEW S. RICE, ASSOCIATE APPRAISER
H. J. PORTER & ASSOCIATES
631 STAGE ROAD
P.O. BOX 28
AUBURN, ALABAMA 36831-0028
(334) 826-8682

[LOGO]
H.J. Porter & Associates


[LOGO]
[H.J. PORTER & ASSOCIATES - LETTERHEAD]

September 11, 1997

Mr. Larry Miller
Merrill Lynch and Company
World Financial Center - North Tower
New York, NY 10281

Re: Parker Center Shopping Center 208 S. Tyndall Parkway, Parker, Florida

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an appraisal of the above referenced property. The purpose of this appraisal was to determine the "As Is" market value of the leased fee interest and the Prospective Market Value "At Stabilized Occupancy" of the leased fee interest in the subject property, one of fifteen shopping centers to be included in a portfolio of retail shopping centers that will be cross collateralized, under single management, and subject to stringent release provisions. As such, the estimated values of the subject property are subject to the above conditions.

This complete appraisal, communicated in a self contained narrative report, has been prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) as amended by the Comptroller of the Currency.

The property was valued at two points in time: "As Is", as of the date of inspection by the Associate Appraiser and "At Stabilized Occupancy", as of the projected lease commencement date for Movie Gallery. Based on information found in the lease agreement, the Movie Gallery lease is projected to commence on October 17, 1997. Thus, there is an approximate two month rent loss to bring the property to a stabilized occupancy level. Also, the landlord is providing a tenant improvement allowance that is payable within ten days from lease commencement.

Based upon our investigation into the subject property, and its current economic environment, we are of the opinion that the subject's leased fee interest has market values as follows:

123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o (334)826-8682 o Fax (334)826-3827 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o Fax (205)879-3762 418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

Real Estate Research, Appraisal & Counseling


Mr. Larry Miller
September 11, 1997
Page #2

PROSPECTIVE MARKET VALUE ESTIMATE
"AT STABILIZED OCCUPANCY"
AS OF OCTOBER 17, 1997

FIVE MILLION SIX HUNDRED THOUSAND DOLLARS
($5,600,000)

"AS IS" MARKET VALUE ESTIMATE
AS OF AUGUST 9, 1997

FIVE MILLION FIVE HUNDRED SIXTY THOUSAND DOLLARS
($5,560,000)

Please note that this report is subject to the contingent and limiting conditions as found in the addendum. It should be noted that our employment was not conditional upon our producing a specific value with a given range. Future employment prospects with Merrill Lynch and Co. are not dependent upon our producing a specified value. Also, neither payment of our fee, nor our employment are/were based upon whether a loan application is approved or disapproved. We appreciate the opportunity to be of service to you in this matter.

The attached report is submitted in support of these conclusions.

Yours very truly,

/s/ Howard J. Porter
Howard J. Porter, Jr., MAI, CCIM
Certified General Real Property Appraiser
Alabama Certificate #G51


/s/ Matthew S. Rice
Matthew S. Rice, Associate
Certified General Real Property Appraiser
Florida Temporary Practice Permit #0001152

[LOGO]

H.J. Porter & Associates


SUMMARY OF SALIENT FACTS AND CONCLUSIONS

PROPERTY IDENTIFICATION:                 Parker Center
         208 S. Tyndall Parkway
         Parker, Fl.

PROPERTY RIGHT APPRAISED:                Leased Fee Estate

HIGHEST AND BEST USE
AS VACANT AND IMPROVED:                  Neighborhood Shopping Center

DATES OF VALUE:
         "As Is":                        August 9, 1997
         "At Stabilized Occupancy":      October 17, 1997

SITE DATA:                               7.33 Acres or 319,309 Sq. Ft.

BUILDING DATA:                           71,995 Sq. Ft. - GBA
                                         68,680 Sq. Ft. - NLA divided as:
                                                Winn Dixie -      44,000 Sq. Ft.
                                                Scotty's -        19,880 Sq. Ft.
                                                Movie Gallery -    4,800 Sq. Ft.

ESTIMATED LAND VALUE:                    $806,000

PROSPECTIVE MARKET VALUE INDICATIONS
"AT STABILIZED OCCUPANCY":

         Cost Approach                   $4,980,000
         Income Approach                 $5,650,000
         Sales Comparison Approach       $5,450,000

PROSPECTIVE MARKET VALUE
"AT STABILIZED OCCUPANCY":               $5,600,000

"AS IS" MARKET VALUE:                    $5,560,000

H.J. Porter & Associates, Inc.


TABLE OF CONTENTS

Intended Use of Appraisal .................................................    1
Environmental Considerations ..............................................    1
Scope of the Assignment ...................................................    1
Type Appraisal/Type Report ................................................    2
Date of Value Estimate ....................................................    2
Exposure Time .............................................................    2
Property Ownership ........................................................    3
Property Location .........................................................    3
Zoning/Public Utilities ...................................................    4
Legal Description/Land Size ...............................................    4
Ad Valorem Tax Analysis ...................................................    6
Purpose of Appraisal/Definition of Value ..................................    8
Rights Appraised ..........................................................    8
Area Analysis - Pensacola, Florida ........................................    9
Neighborhood Analysis .....................................................   13
Site Analysis .............................................................   15
Description of Improvements ...............................................   17
Highest and Best Use ......................................................   19
The Appraisal Process .....................................................   21
Land Value - Direct Comparison ............................................   24
Cost Approach to Value ....................................................   30
Income Approach to Value ..................................................   34
Sales Comparison Approach .................................................   52
Reconciliation and Final Value Estimate ...................................   66
Valuation - "As Is" .......................................................   67
Certification .............................................................   70

EXHIBITS
         Location Map ...........................................  Facing Page 3
         Area Map ...............................................  Facing Page 9
         Subject Photographs .................................... Facing Page 13
         Site Plan .............................................. Facing Page 15
         Land Sales Map ......................................... Facing Page 28
         Rental Map ............................................. Facing Page 35
         Improved Sales Map ..................................... Facing Page 63

ADDENDUM II
         Korpacz Real Estate Investor Survey
         Engagement Letter
         Assumptions and Limiting Conditions
         Qualifications


                                                  H.J. Porter & Associates, Inc.

INTENDED USE OF APPRAISAL                                                      1

This appraisal has been requested to function as an underwriting guide for mortgage loan purposes and for use in securitization of mortgages. Accordingly, this appraisal may be provided by Merrill Lynch & Co. to potential investors in a securitization or other sale of mortgage loans.

The appraisal is undertaken without departure in accordance with USPAP as promulgated by the Appraisal Foundation.

ENVIRONMENTAL CONSIDERATIONS

No current Environmental Site Assessment was provided to the appraisers. According to a Phase I Environmental Site Assessment conducted June 2, 1995 by Southern Earth Sciences, Inc., no evidence of recognized adverse environmental conditions in connection with the subject property was noted, except for asbestos containing materials identified in a previous asbestos survey. No current asbestos survey was provided. The appraised value contained herein assumes that the subject is free of any environmental contamination or atypical soil conditions.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping centers to be included in a portfolio of retail shopping centers that will be cross collateralized, under one management, and subject to stringent release provisions.

The scope of the assignment includes undertaking the three traditional approaches to value with consideration given to the current status of the retail market in Parker, Florida and the surrounding market area. In the Cost Approach, local real estate professionals and appraisers were contacted and a search of public records undertaken to locate comparable land sales. A detailed inspection of the site and improvements was made by the Associate Appraiser. Construction details were obtained from the physical inspection and a site plan prepared by Holmes - Wilkens Architects dated April 10, 1995. Current cost estimates were obtained from the Marshall Valuation Service, a nationally recognized cost service indexed to the Panama City, Florida market. Parker, Florida is located approximately two miles east of the city limits of Panama City in Bay County.

In the Income Approach to Value, a survey of local retail market conditions was made by interviewing local leasing and management agents to determine if the contract rents for the local shop space was competitive and market oriented. Expense comparables were studied and local management companies were interviewed to estimate the appropriate expense deductions. The resulting net operating income was then capitalized into a present value estimate by direct capitalization. Where information was provided, the comparable improved sales found in the market approach sold on direct capitalization of stabilized net operating income rather than

H.J. Porter & Associates, Inc.


SCOPE OF THE APPRAISAL - (CONTINUED) 2

discounted cash flow analysis. The overall capitalization rate was derived from market sales, built-up rates using current market rates for debt and equity, and from published investor surveys.

The Sales Comparison Approach was developed after a search for sales of similar shopping centers. To locate appropriate sale comparables, Realtors(R), appraisers, mortgage lenders, and developers were interviewed. The sales located were compared to the subject with adjustments made for items of difference.

After development of the three approaches, the value indications derived were reconciled to provide a value estimate for the subject property as of the effective date of appraisal.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the appraisers have performed a "Complete" appraisal according to Standard Rule 1 and the communication to the client is a "Self-Contained Appraisal Report" in accordance with Standard Rule 2-2a.

DATE OF VALUE ESTIMATE

The subject was valued at two points in time: "As Is", as of the date of inspection by the Associate Appraiser and "At Stabilized Occupancy", as of the estimated date of stabilized occupancy - October 17, 1997. The "At Stabilized Occupancy" value represents a prospective market value estimate. The data utilized in preparing this appraisal was researched, gathered, and/or updated during the period August 9 through September 10, 1997. The Date of the Report is September 11, 1997, which is the date of the transmittal letter.

The Dictionary of Real Estate Appraisal, 3rd Edition. Page 283, defines Prospective Value Estimate as:

"A forecast of the value expected at a specified future date. A prospective value estimate is most frequently sought in connection with real estate projects that are proposed, under construction, or under conversion to a new use, or those that have not achieved sellout or a stabilized level of long-term occupancy at the time the appraisal report is written."

EXPOSURE TIME

The estimated exposure time for the subject property, to obtain the values communicated herein, is estimated to have been one year or less. This exposure period assumes competent sales and marketing efforts, the property

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
Location Map

3

PROPERTY OWNERSHIP

The subject property is under the ownership of:

59 West Partners, Ltd.


P.O. Box 680176
250 Washington Street
Prattville, AL 36067-3603

The 8.125 acre property was purchased by the current owners on June 2, 1995 from Rhodonite Investments, N.V. for $1,068,000. According to Woody Camp, a representative with the Grantee, at the time of purchase the property contained a net rentable area of approximately 61,820 square feet. At the time of purchase, the center was mostly vacant and in poor overall condition. Since the purchase, the shopping center was renovated, and the space now occupied by Winn Dixie was completely re-built. Also, substantial site improvements have been performed since the purchase. It should be noted that the sale on June 2, 1995 included an approximate 34,612 square foot out-parcel that is not included as a part of the collateral and thus is not included as a part of this appraisal.

To the best of our knowledge, no other transactions involving the subject property have occurred in the five years prior to the date of appraisal. Additionally, to the best of our knowledge, there are no pending offers to purchase the subject property nor is it currently listed for sale.

PROPERTY LOCATION

The subject property is located on the west side of U.S. Highway 98, approximately 228 feet south of Cherry Street. The subject property also has 53.20 feet of frontage along Cherry Street. The property is within the city limits of Parker, Florida in Bay County. It is located by street address as:

Parker Center 208 S. Tyndall Parkway Parker, Florida

H.J. Porter & Associates, Inc.


4

ZONING/PUBLIC UTILITIES

The subject property is located in the city limits of Parker, Florida and is subject to Parker's zoning regulations. The site is currently zoned GC, General Commercial. The purpose of this district is to provide areas for high intensity commercial development including retail sales and services, wholesale sales, shopping centers, office complexes, and other compatible land uses.

This zoning classification calls for a minimum side yard setback of 7 feet, minimum rear yard setback of 5 feet, minimum setback of 20 feet from the road right-of-way, and minimum space of 10 feet between buildings. The maximum allowed building height is 25 feet. There is no maximum floor area ratio. The parking requirement is one space per 300 square feet of gross floor area. Based on an inspection of the property, the improvements appear in conformance with the current zoning requirements.

The subject has all necessary utilities including electricity, gas, water, sanitary sewer, and telephone in sufficient quantities to sustain commercial development. Public services such as police and fire protection are provided by the City of Parker.

LEGAL DESCRIPTION/LAND SIZE

The legal description for the subject was obtained from the owners, 59 West Partners, Ltd. The subject property is legally described as:

Commencing at the northeast corner of Lot 3, Block "E", William L. Wilson Plat, as per plat recorded in the Office of the Clerk of the Circuit Court of Bay County, Florida, run in 89 degrees 52' W along the northern boundary of said Lot 3, a distance of 37 feet to a point on the west R/W line of U.S Highway 98, said point being the POINT OF BEGINNING of the property herein described; thence continuing N 89 degrees 52' W along said northern boundary of Lot 3, a distance of 125 feet to a point; thence run S 00 degrees 01' E, 100 feet to a point; thence run N 89 degrees 52' W478.45 feet to a point on the western boundary of aforementioned Lot 3; thence run N 00 degrees 14'36" E along said western boundary of Lot 3, and the western boundary of Lots 1 and 2 of said Block "E", William L. Wilson Plat, 727 feet to a point on the south R/W line of Cherry Street; thence run S 89 degrees 52' E along said South line of Sherry Street, 284 feet to a point; thence run S 89 degrees 52' E, 227.25 feet to a point on the aforementioned west R/W line of U.S. Highway 98; thence along said west line of U.S. Highway 98, as follows: S 00 degrees 01' E, 95 feet, S 89 degrees 59' W, 10 feet; thence S 00 degrees 01' E, 304.40 feet to the POINT OF BEGINNING containing 353,920.96 square feet or 8.125 acres.

NOTE: AN OUT-PARCEL LOCATED AT THE EXTREME NORTHWEST PORTION OF THE PROPERTY ALONG CHERRY STREET IS INCLUDED AS A PART OF THE ABOVE LEGAL DESCRIPTION. THE OUT-PARCEL, WHICH CONTAINS 34,612 SQUARE FEET, OR .79 ACRES, IS NOT A PART OF THE COLLATERAL, ACCORDING TO DISCUSSIONS WITH REPRESENTATIVES WITH THE OWNER OF THE PROPERTY. THUS, THE SUBJECT SITE BEING APPRAISED CONSISTS OF 319,309 SQUARE FEET, WHICH EXCLUDES THE AREA WITHIN THE OUT-PARCEL.

H.J. Porter & Associates, Inc.


LEGAL DESCRIPTION/LAND SIZE - (CONTINUED) 5

The subject property is irregular in shape and contains a total land area of 7.33 acres. The subject parcel has approximately 399 feet of frontage on the west side of Tyndall Parkway (U.S. Highway 98) and 53.20 feet along Cherry Street.

As indicated previously, the subject property is one of fifteen shopping centers to be included in a portfolio of retail shopping centers that will be cross collateralized, under single management, and subject to stringent release provisions. The other shopping centers included in the portfolio are listed as follows:

Greenbrier Station Shopping Center
Anniston, AL

Clanton Marketplace
Clanton, AL

Betts Crossing Shopping Center
Opelika, AL

Opp Marketplace
Opp, AL

Russell Crossing Shopping Center
Phenix City, AL

29 North Shopping Center
Cantonment, FL

Nine Mile Plaza Shopping Center
Pensacola, FL

59 West Shopping Center
Bessemer, AL

The "Y" Shopping Center
Panama City Beach, FL

Mandeville Marketplace
Mandeville, LA

Brownsville Place Shopping Center
Brownsville, TN

H.J. Porter & Associates, Inc.


LEGAL DESCRIPTION/LAND SIZE - (CONTINUED) 6

Chicot Crossing Shopping Center
Pascagoula, MS

Delchamps Plaza
Long Beach, MS

One Main Place
Moss Point, MS

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Bay County Property Appraiser's Office. The 1997 millage rate has not yet been determined. The property was found on the 1996 tax rolls as:

Assessed to:                             59 West Partners
                                         725 East Main Street
                                         Prattville, AL 36067

Parcel I.D. #:                           24920-020-000*

       Value:                            Land:                    $203,750
                                         Improvements:            $708,973
                                                                  --------
                                         Total:                   $912,723

       Assessment Ratio:                 100%

       Local Millage Rate:               $15.1402 per $1,000 of assessed value

       Annual Tax:                       $13,819

* This tax parcel includes a 34,490 square foot out-parcel that is not a part of the property being appraised.

The subject property was renovated in 1995 and the Winn Dixie portion of the shopping center was completely rebuilt in 1996. Considering the recent property upgrades and overall property improvements, it is anticipated that the assessment on the subject property will increase. The comparable properties used to estimate the subject's assessed value are illustrated in the following table.

H.J. Porter & Associates, Inc.


AD VALOREM TAX ANALYSIS - (CONTINUED) 7


AD VALOREM TAX COMPARABLES

Comparable Name              Yr. Built   Size- SF   App. Value      Value/SF
23rd Street Plaza               1986      99,806    $3,307,529       $33.14
Middle Beach Shop. Cntr.        1994      69,877    $3,320,453       $47.52
================================================================================

The 23rd Street Plaza is an older center that is in good overall condition. Middle Beach Shopping Center is one of the newer shopping centers constructed in Bay County. The subject's assessment, considering the recent expansion and renovations, is estimated to fall near the upper end of the tax comparable range. Based on these comparables, the tax assessor's value is estimated to be $42.00 per square foot. From this estimate of value, the subject's taxes are calculated in the following table, which shows a division of taxes between Winn Dixie and the remainder of the shopping center. Winn Dixie's size estimate is based upon the gross building area.


SUBJECT'S ESTIMATED TAX

                                   Total      Winn Dixie     Remainder
Building Area                      71,995       47,315         24,680
Estimated Value Per SF             $42.00       $42.00         $42.00
                                   ------       ------         ------
Total Estimated Assessed Value   $3,023,790   $1,987,230     $1,036,560
1996 Millage Rate                 .0151402     .0151402       .0151402
Estimated Tax                      $45,781      $30,087        $15,694
Estimated Tax Per SF                $0.64        $0.64          $0.64
========================================================================

H.J. Porter & Associates, Inc.


8

PURPOSE OF APPRAISAL/DEFINITION OF VALUE

The purpose of the appraisal is to estimate the market value of the leased fee interest in the subject property. Market Value is defined by the Appraisal Standards Board of the Appraisal Foundation in the Glossary to the Uniform Standards of Professional Appraisal Practice (1997), as:

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

1. Buyer and seller are typically motivated;

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

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.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines Leased Fee Estate as, " an ownership interest held by a Landlord with the right of use and occupancy conveyed by lease to others. The rights of lessor "the leased fee owner" and the leased fee are specified by contract terms contained within the lease." A lease Synopsis for each of the subject's tenant leases is found in the addendum.

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

AREA MAP


9

AREA ANALYSIS - PANAMA CITY/BAY COUNTY, FL

The four basic factors which must be considered in analyzing an area are:

(1) Physical and Locational Factors;
(2) Economic and Financial Factors;
(3) Political and Governmental Factors; and
(4) Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject property is located in Parker, Florida. Parker, Florida is located approximately two miles east of the city limits of Panama City in Bay County. The Bay County-Panama City area of Florida is located on the Gulf of Mexico in the Panhandle region of northwest Florida. Panama City, the county seat and principal city of Bay County, is located approximately 98 miles southwest of Tallahassee, 81 miles south of Dothan, Alabama, 103 miles east of Pensacola, 300 miles southwest of Atlanta, 270 miles west of Jacksonville, Florida, and approximately 315 miles east of New Orleans, Louisiana. The average annual temperature is 68.8 degrees. Average summer temperature is 81.9 and the average winter temperature is 53.2. Annual precipitation average is 57.86 inches. Prevailing winds are southerly in the summer and northerly in the winter. The topography of the area is level.

Panama City is well-known for its beaches and popular tourist attractions. St. Andrews Bay surrounds much of Panama City providing protected harbor for facilities at the growing port of Panama City complex. Located in Bay County are Tyndall Air Force Base and the Naval Coastal Systems Center.

Bay County's local highway network includes U.S. Highways 98 and 231, and Florida Routes 20, 22, 77 and 79. Interstate Highway 10 is located 13 miles from the northern portion of Bay County. From Panama City, Interstate 10 is approximately 40 miles.

Commercial airline service at the Panama City/Bay County International Airport is provided by Northwest Airlink to Memphis, USAir Express to Tampa/Orlando, and Atlantic Southeast Airlines to Atlanta. A 55,000 square foot airport terminal was opened in 1995. Intercity bus service is provided by Southern Greyhound. The Bay Line Railroad provides freight service to Panama City business and industry and to Port Panama City. The "Bay Line" provides direct service to major industries and industrial parks in the area and interconnects with the CSX Transportation Company. Norfolk Southern Railroad in Dothan, Alabama. Port Panama City, a deepwater port (32 feet), is located directly on the Gulf Intra-Coastal Waterway and provides barge facilities as well as deep water berthing. Port Panama City was awarded Foreign Trade Zone status and is listed as Zone #65.

H.J. Porter & Associates, Inc.


AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED) 10

ECONOMIC AND FINANCIAL FACTORS

Total employment in Bay County in May 1996 reached approximately 62,131. Because Panama City is a leading tourist location, they have large swings in their unemployment rates. According to the Florida Department of Labor and Employment Security, the January unemployment rate ranged from 10.4% to 12.9% between 1994 and 1996. By comparison, the June rate, during the same period ranged from 5.0% to 7.4%. The average annual unemployment rate in 1996 was 6.3%, an improvement from the 1995 average annual rate of 6.8%.

Leading economic sectors, based on relative employment levels, include:

1. Government
2. Retail and wholesale trade
3. Services
4. Manufacturing

Two of the primary factors of the area's economy are Tyndall Air Force Base and the Coastal Systems Station. Tyndall, located on a 29,000 acre reservation in southeastern Bay County, houses the 325th Fighter Wing, Headquarters 1st Air Force, Southeast Air Defense Sector, Weapons Evaluation Group and United State Air Force Civil Engineering Support Agency. Approximately 6,469 military and civilian personnel are employed at Tyndall. The base also services 8,476 military retirees in the area. The total economic impact in the local area was 340.4 million in fiscal 1996.

The Coastal System Station, located on 648 acres along St. Andrew Bay, is a major research and development facility in support of naval operations that take place primarily in coastal regions, such as amphibious missions, swimmer operations, diving and salvage, and mine countermeasures. The U. S. Navy School of Diving and Salvage is headquartered at NCSC. The base employs 1,369 civilian and military personnel. The total economic impact of the Naval Coast System is estimated at about 272 million annually.

Bay County is home of some 132 small and large manufacturers. Many are located in the industrial park sites which include the Hugh Nelson Industrial Park, Port Panama City Industrial Park, Bay Line Industrial Park and the Bay Industrial Park. All these parks feature complete utilities and offer easy access to the county's transportation network.

According to the Florida Statistical Abstract/1996, the population of Bay County increased from 126,994 in 1980 to 142,159 in 1996, an increase of 11.9%. The county population is projected to reach 150,242 by the year 2000 and 171,420 by the year 2010. Regardless of which population figures are used, the growth rate has been above the national average and is expected to continue into the next decade. The table below illustrates the population growth of Bay County from 1970 to 1996 and is based on the US Census count, as well as estimates obtained form the Florida Statistical Abstract/1996.

H.J. Porter & Associates, Inc.


AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED)                        11

ECONOMIC AND FINANCIAL FACTORS

       ===================================================
           YEAR                            POPULATION
           ----                            ----------

           1970                              75,283

           1975                              89,900

           1980                              97,740

           1985                             119,503

           1990                             126,994

           1996                             142,159

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

According to the Department of Revenue, Florida Department of Commerce, taxable sales in Bay County has increased annually since 1990. The table below illustrates this growth.


    YEAR              SALES          % CHANGE
    ----              -----          --------

    1986           $981,466,069

    1987         $1,105,562,692        12.6

    1988         $1,144,105,257         3.5

    1989         $1,140,947,288         -.3

    1990         $1,214,344,132         6.4

    1991         $1,260,193,186         3.8

    1992         $1,389,842,586        10.3

    1993         $1,503,982,005         8.2

    1994         $1,698,365,302        12.9

    1995         $1,811,264,716         6.6

    1996         $1,845,621,286         1.9

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

POLITICAL AND GOVERNMENTAL FACTORS

Bay County has eight incorporated municipal governmental jurisdictions, with unincorporated areas governed by the Board of Bay County Commissioners. Each municipality has a mayor/commissioner form of government.

Florida has no personal state income tax or inheritance tax. There is a state corporate tax of 5.5% of net income with an exemption on the first $5,000 of corporate profit and a retail sales tax of 6.5%. The city of Panama City has a 1% sales tax. Ad valorem taxes combine city, county, and school district levies, plus the special assessments.

H.J. Porter & Associates, Inc.


AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED) 12

POLITICAL AND GOVERNMENTAL FACTORS - (CONTINUED)

Bay County District Public Schools serve a population of more than 136,000 people within a geographic area of 758 square miles. The school district is the 21st largest in Florida, with an enrollment in excess of 26,500 students. Area students attend 33 school centers throughout the county. These schools include 20 elementary, 6 middle schools, 4 senior high schools, 3 special purpose schools and 1 vocational-technical facility. Higher education opportunities include the Gulf Coast Community College and the Florida State University, Panama City Campus.

SOCIOLOGICAL FACTORS

Bay County has a wide variety of cultural organizations that enhance the quality of life for county and area residents. They include the Music Association, Art Association, Friends of the Library and the Historical Society. Bay County also houses the Diving Museum, the only deepwater diving museum in the United States. Spiritual needs are net by over 150 churches with most denominations represented.

The Gulf of Mexico, Deer Point Lake, and other waterways and mild year-round climate combine to make Bay County one of the most popular recreational areas in the Southeast. It is nationally known for the sugar-white sand beaches and resort attractions.

Bay Medical Center has 302 beds and 187 physicians in 28 fields of specialized medicine and a total personnel count in excess of 1,600. In addition to this facility, the Columbia Gulf Coast Medical Center serves the Bay County area with 176 acute care hospital beds.

CONCLUSIONS

In summary, the Bay County and Panama City area has experienced substantial growth in population, jobs and resort popularity over the past twenty years, and continued economic and population growth is projected. The population of the county is projected to increase by between 20.6% between 1996 and 2010. Sustained by the importance of Tyndall Air Force Base and the Coastal System Station and the economic importance of the deepwater port, Bay County has been a draw for many non-military industries.

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS
[PHOTOGRAPH]

1. Front View of Subject

2. Front View of Subject Shop Space

3. Side View of Subject

4. Rear View of Subject

5. Neighborhood View Looking North on Tyndall Parkway

6. Neighborhood View Looking South on Tyndall Parkway

7. Neighborhood View Looking East on Cherry St.

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS
[PHOTOGRAPH]

1. Front View of Subject

2. Front View of Subject Shop Space

3. Side View of Subject

4. Rear View of Subject

5. Neighborhood View Looking North on Tyndall Parkway

6. Neighborhood View Looking South on Tyndall Parkway

7. Neighborhood View Looking East on Cherry St.

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS
[PHOTOGRAPH]

1. Front View of Subject

2. Front View of Subject Shop Space

3. Side View of Subject

4. Rear View of Subject

5. Neighborhood View Looking North on Tyndall Parkway

6. Neighborhood View Looking South on Tyndall Parkway

7. Neighborhood View Looking East on Cherry St.

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS
[PHOTOGRAPH]

1. Front View of Subject

2. Front View of Subject Shop Space

3. Side View of Subject

4. Rear View of Subject

5. Neighborhood View Looking North on Tyndall Parkway

6. Neighborhood View Looking South on Tyndall Parkway

7. Neighborhood View Looking East on Cherry St.

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS
[PHOTOGRAPH]

1. Front View of Subject

2. Front View of Subject Shop Space

3. Side View of Subject

4. Rear View of Subject

5. Neighborhood View Looking North on Tyndall Parkway

6. Neighborhood View Looking South on Tyndall Parkway

7. Neighborhood View Looking East on Cherry St.

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS
[PHOTOGRAPH]

1. Front View of Subject

2. Front View of Subject Shop Space

3. Side View of Subject

4. Rear View of Subject

5. Neighborhood View Looking North on Tyndall Parkway

6. Neighborhood View Looking South on Tyndall Parkway

7. Neighborhood View Looking East on Cherry St.

H.J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS
[PHOTOGRAPH]

1. Front View of Subject

2. Front View of Subject Shop Space

3. Side View of Subject

4. Rear View of Subject

5. Neighborhood View Looking North on Tyndall Parkway

6. Neighborhood View Looking South on Tyndall Parkway

7. Neighborhood View Looking East on Cherry St.

H.J. Porter & Associates, Inc.


13

NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed. at page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or district, as in an area analysis are:

(1) Physical and Locational Factors
(2) Economic and Financial Factors
(3) Political and Governmental Factors
(4) Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject is located near the intersection of Tyndall Parkway (U.S. Highway 98) and Cherry Street in the northern portion of Parker, Florida. Neighborhood boundaries are generally described as 15th Street to the north, St. Andrews Bay and East Bay to the south, East Avenue to the west, and Callaway Bayou to the east. The neighborhood encompasses all of Parker, Calloway, and Springfield, Florida, as well as portions of Cedar Grove, Panama City and unincorporated Bay County, Florida.

The subject property is located along Tyndall Parkway, a four-lane primary highway that serves as the major commercial arterial within the neighborhood. Cherry Street is a two-lane secondary arterial. The subject property is conveniently located with easy access from any location within Parker and the surrounding area.

Land uses within the neighborhood include a variety of commercial and service oriented uses along Tyndall Parkway. The area immediately surrounding the subject property consists of the Callaway Plaza Shopping Center, anchored by Food World and K-Mart, restaurants, bank branches, and a variety of retail uses. The area east and west of Tyndall Parkway is primarily developed with single-family residential homes.

ECONOMIC AND FINANCIAL FACTORS

Neighborhood trends are upward. The population of the neighborhood area has increased in recent years. The combined populations of Parker and Calloway have increased from 16,851 in 1990 to 19,020 in 1996, a 12.9% increase since 1990. The population growth has spurned retail and commercial development within the area. For instance, Wal-Mart has recently constructed a super center within

H.J. Porter & Associates, Inc.


NEIGHBORHOOD ANALYSIS - (CONTINUED) 14

ECONOMIC AND FINANCIAL FACTORS

the neighborhood at the intersection of Tyndall Parkway and 7th Street, and Albertson's built a food center in 1996 at the intersection of Tyndall Parkway and Highway 22.

Tyndall Air Force Base, which is located to the south of the subject property across the New Dupont Bridge, has the biggest economic Impact on the subject neighborhood. Tyndall Air Fore Base, which is located on a 29,000 acre reserve, employs approximately 6,469 military and civilian personnel and services approximately 8,476 military retirees in Bay County. The total economic impact of the base on the local areas was 340.4 million in fiscal 1996. Based on discussions with a public affairs official with the base, Tyndall Air Force Base is not on any base closing list.

POLITICAL AND GOVERNMENTAL FACTORS

Land within the neighborhood is zoned by several different municipalities, including Parker, Calloway, Springfield, Panama City, and unincorporated Bay County. There are a wide variety of zonings and allowed land uses; however, land along Tyndall Parkway in the vicinity of the subject property is primarily zoned commercial.

All necessary public utilities are available to the site, including electricity, sanitary sewer, natural gas, and water. Police and fire protection are provided by the various municipalities within the neighborhood.

SOCIOLOGICAL FACTORS

The neighborhood is well located with regard to the quality and availability of services, including medical, educational, recreational, cultural, and commercial. These services are readily accessible within and near the subject neighborhood.

CONCLUSIONS

In conclusion, the subject neighborhood consists of a variety of commercial, service and residential land uses. Neighborhood trends appear upward, as their is vacant land for continued residential and commercial development. The population within the neighborhood has increased in recent years. It is located in close proximity to the recreational amenities of the area, including beaches and St. Andrews Bay. These factors make it an attractive place to live and should have a stabilizing effect on the neighborhood.

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

SITE PLAN

H.J. Porter & Associates, Inc.


15

SITE ANALYSIS

The subject property is located on the west side of Tyndall Parkway (U.S. Highway 98) approximately 228 feet south of the Cherry Street. As indicated on the site plan on the facing page, the subject property is irregular in shape. The individual site characteristics of the shopping center site are as follows:

Size:                       319,309 Sq. Ft. or 7.33 Acres

Shape:                      Irregular

Street Frontage:            399 feet on the west side of Tyndall Parkway
                            53.20 feet along the south side of Cherry Street

Curb-Cuts:                  There is one curb cut along Tyndall Parkway, and
                            there are two curb cuts along Cherry Street. Also,
                            the site is accessible from Suddoth Place.

Topography:                 Relatively level and at grade with the frontage
                            streets

Access:                     Overall accessibility is good. The site is
                            accessible from both northbound and southbound
                            lanes of Tyndall Parkway, a primary four-lane
                            arterial. Also, the site is accessible from both
                            directions along Cherry Street, a two-lane
                            secondary arterial. Additionally, Suddoth Road, a
                            two-lane secondary street, feeds into the subject
                            property providing additional street access.

Drainage/Flood
 Hazard:                    According to the FEMA Flood Insurance Rate Map,
                            Community Panel No. 120011 0001 B, effective April
                            30, 1988, the subject property is not located in a
                            flood hazard zone. The subject property was
                            identified as being within Zone C, which is defined
                            as areas of minimal flooding. Flood insurance is
                            typically not required within Zone C for lending
                            purposes.

 Soils:                     Considered typical and adequate for development as
                            evidenced by the surrounding development. No soil
                            analysis was provided to the appraisers.

 Utilities:                 All necessary public utilities are available in
                            sufficient quantities development.

 Easements:                 The property appears to feature standard easements
                            associated with utility use. No easements or
                            encroachments were discovered that would negatively
                            impact the marketability or utilization of the
                            subject property.

                                                  H.J. Porter & Associates, Inc.

SITE ANALYSIS - (CONTINUED)                                                   16

Site Improvements:          There are approximately 222,000 square feet of
                            asphalt and 3,000 square feet of concrete paving
                            which accommodates 373 parking spaces, drive lanes
                            and loading areas. Other improvements include
                            concrete curbing, pylon side and parking lot light
                            standards.

Surrounding Uses:           Commercial and residential uses

H.J. Porter & Associates


17

DESCRIPTION OF IMPROVEMENTS

The subject property is a neighborhood shopping center that was originally built in 1975. Based on discussions with representatives of the owner, In 1995, the southern portion of the shopping center now occupied by Scotty's was renovated. In 1996, a portion of the center was demolished and a building addition now housing Winn Dixie was constructed.

The center is comprised of two buildings containing 4,800 and 67,195 gross square feet, respectively. The total gross building area of the shopping center is 71,995 square feet, with 68,680 square feet of stated lease area. The difference between gross building area and stated lease area is due to the Winn-Dixie lease. Their building contains approximately 47,315 square feet, but the rent roll states a demised area of 44,000 square feet, with the difference being the loading and rear storage areas. Other divisions of space include 19,880 square feet leased to Scotty's, Inc. and 4,800 square feet leased to Movie Gallery.

The basic construction details that follow were obtained from the physical inspection of the property by the Associate Appraiser on August 12, 1997. The subject's basic construction details are as follows:

Property Type:              Neighborhood shopping center

Roof:                       Built-up roof system over rigid insulation and
                            metal decking. The metal decking is supported by
                            steel trusses.

Walls:                      Exterior walls are brick veneer over concrete
                            block on the building front and painted concrete
                            block on the sides and rear. The 4,800 square foot
                            building has a partial wood exterior along the
                            store front.

Canopy:                     Canopies are a combination of brick veneer and
                            raised metal seam awnings built on a combination of
                            either metal or brick and block columns.

Doors:                      Anodized aluminum store front doors. Interior rest
                            room doors are hollow-core wood. Winn-Dixie is
                            equipped with two 8'x 10' truck high loading doors
                            in the rear building area and Scotty's is equipped
                            with a rear drive-in loading door.

Windows:                    Anodized aluminum store fronts with single glazing

Floor Covering:             Either tile or carpet floor covering

Insulation:                 Rigid insulation in built-up roof system

H.J. Porter & Associates, Inc.


DESCRIPTION OF IMPROVEMENTS                                                   18

Ceilings:                   Suspended lay-in acoustic tile with fluorescent
                            light fixtures

HVAC:                       Individual roof mounted electric central heating
                            and cooling for each unit. Make unknown.

Plumbing:                   Winn Dixie is equipped with seven fixture men's
                            restroom and a women's restroom. Scotty's is also
                            equipped with a four-fixture mens restroom and a
                            six fixture women's restroom. The build-out for
                            Movie Galley has not yet begun. It is assumed that
                            this tenant space will be equipped with two
                            restrooms.

Fire Safety:                The shopping center is equipped with a wet
                            sprinkler system.

Remarks:                    The shopping center is in good overall condition.
                            The 4,800 square that will be occupied by Movie
                            Gallery contains no tenant finish at present.
                            Based on the lease agreement, the shopping center
                            owners will pay a $31,500 tenant improvement
                            allowance to Movie Gallery.

H.J. Porter & Associates, Inc.


19

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd edition, page 171, as:

"The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are LEGAL PERMISSIBILITY, PHYSICAL POSSIBILITY, FINANCIAL FEASIBILITY, and MAXIMUM PROFITABILITY."

Based on this definition, consideration must be given to both the subject land site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS VACANT

PHYSICALLY POSSIBLE - The 7.33 acre size of the subject would support a wide range of uses. All of the necessary utilities and other public services are available in sufficient quantities to support development. The shape and configuration is well suited for a neighborhood shopping center. The site has good access and exposure. The physical characteristics of the site allow for a wide variety of potential land uses.

LEGALLY PERMISSIBLE - The subject site is zoned GC, General Commercial. The purpose of this district is to provide areas for high intensity commercial development including retail sales and services, wholesale sales, shopping centers, office complexes, and other compatible land uses.

FINANCIALLY FEASIBLE - The subject's immediate area is developed with primarily commercial and service uses. Considering the physical characteristics of the subject property, including its good access and exposure, the most feasible use of the subject site, if vacant, would be for retail use, including shopping center development.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject site, "as if vacant and available", the use which is maximally productive generally becomes the deciding factor. Maximally productive uses are limited by the current real estate market, the availability of substitute property for development, and the growth stage of the area. To be maximally productive, that use which provides the most return to the land must be selected.

It has previously been determined that it would be physically possible, legally permissible, and financially feasible to develop the site with a retail use compatible with the current zoning classification and adjacent use. Therefore, as of the effective date of appraisal, retail use, including shopping center development, is considered to be maximally productive and therefore the highest and best use of the subject site, as if vacant and available.

H.J. Porter & Associates, Inc.


HIGHEST AND BEST USE - (CONTINUED) 20

HIGHEST AND BEST USE - AS IMPROVED

The same criteria utilized to determine the highest and best use of the subject site, as if vacant and available for development, is utilized to determine the highest and best use of the property, as improved.

As stated throughout this report, as of the date of appraisal, the subject site is currently improved with a neighborhood shopping center with a gross building area of 71,995 square feet. The subject improvements are considered to be in good condition and functionally designed for their intended use.

PHYSICALLY POSSIBLE - The subject buildings are well located on the site with parking conveniently located near the retail shops. The existing building's contribution to total value is substantial and appears to provide the highest return to the land. The total size and design of the building appears to be consistent with highest and best use.

LEGALLY PERMISSIBLE - The subject improvements appear in conformance with current zoning regulations.

FINANCIALLY FEASIBLE - No items were noted which would necessitate renovation or improvement to command a higher rental rate.

MAXIMALLY PRODUCTIVE - The subject property represents a viable functioning entity. The property is currently 100% leased and the improvements significantly add to the property value as a whole. No other use or development option, as of the effective date of value, would appear to generate a higher return to the land. There is no other use that can economically substantiate the removal or renovation of the existing improvements. Based on these factors, the existing improvements are recognized as the highest and best use of the site as currently improved.

H.J. Porter & Associates, Inc.


21

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real property. This process involves gathering all pertinent information available from the market which may influence the value of the subject property. This data is then utilized in forming an estimate of value based upon the three generally accepted approaches to value. These three approaches are the Cost Approach, the Income Approach, and the Direct Sales Comparison Approach.

COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is based upon the proposition that an informed purchaser would pay no more than the cost of producing a substitute property with the same utility as the subject property. It is assumed that the potential purchaser considers producing a substitute property with the same utility as the property being appraised.

The application of the Cost Approach involves the following steps:

1. Estimating value of the site as if vacant and available to be put to its highest and best use.

2. Estimating the replacement cost new of the improvements.

3. Estimating all elements of accrued depreciation.

4. Subtracting the total accrued depreciation from the replacement cost new of the improvements (resulting in an estimate of the present worth of the improvements).

5. Adding the present worth of all the improvements (including site improvements) to the estimated site value.

6. Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of accrued depreciation. Generally, the older the property and the higher the estimate of accrued depreciation, the less reliable becomes the value indication from this approach. This is particularly critical in the valuation of older properties that normally incur greater amounts of depreciation. The Cost Approach is particularly appropriate when the property being appraised involves relatively new improvements which represent the highest and best use of the site or when the improvements are relatively unique or specialized and there is limited or a total lack of comparable properties which have sold recently.

H.J. Porter & Associates, Inc.


THE APPRAISAL PROCESS - (CONTINUED) 22

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which converts anticipated benefits (dollar income or amenities) to be derived from the ownership of property into a value estimate. Anticipated future income and/or reversions are discounted to a present-worth figure through the capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of leased properties. This rental estimate is a gross amount and all expenses to real estate are deducted. These expenses include vacancy and rent loss which, when subtracted from the gross income, produces the effective gross income. Other expenses include real estate taxes, management cost, insurance cost, and maintenance expense. If applicable, a reduction would also be made for services and utilities. All expense estimates are obtained from the market by comparison to similar structures.

After all expenses have been subtracted from the gross income, the resulting figure is the net operating income, which will be capitalized into value. The capitalization rate is derived from actual sales that have occurred in the market place. The sales are analyzed in order to estimate the net operating income of the property. After the net operating income is estimated, it is divided by the sales price to provide an indication of the overall capitalization rate. Capitalization rates can also be built up from the market factors considered most applicable to income-producing properties. After the net operating income and the capitalization rate are estimated, the net income is then capitalized into a value indication by the applicable capitalization technique.

SALES COMPARISON APPROACH

The Sales Comparison Approach is defined as that approach in an appraisal analysis which is based upon the proposition that an informed purchaser would pay no more for the property than the cost to him of acquiring an existing property with the same utility. Presumably, the potential purchaser considers the alternatives that are available to him and then makes a rational decision based upon the information he has about those alternatives that are available to him and then makes a rational decision based upon the information he has about those alternatives.

The application of the Sales Comparison Approach involves selecting a number of competitive properties which have recently sold on the market. The information derived from this section is analyzed through an adjustment process which develops indications of what the competitive properties would have sold for if they possessed all the important characteristics of the subject property. These indications fall into a pattern surrounding one figure which, when appropriately rounded, is an indication of the market value of the subject property as of the date of the appraisal.

H.J. Porter & Associates, Inc.


THE APPRAISAL PROCESS - (CONTINUED) 23

The reliability of this approach is dependent upon the availability and verification of the comparable sales data. The degree of comparability between the competitive properties and the subject, and the absence of non-typical conditions affecting the sales price of those properties are also important items that are considered. Therefore, this approach is particularly applicable when an active market provides sufficient quantities of reliable data which can be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser carefully evaluates value indications from each of the three approaches. The reliability of each approach to the present appraisal problem is examined and weight is given to the accuracy, reliability, quantity of data available for use in each approach, and the approach in which the market participant typically has the greatest confidence.

H.J. Porter & Associates, Inc.


24

LAND VALUE - DIRECT COMPARISON

The subject site is valued by direct comparison with recent sales of other similarly zoned commercial sites in Bay County, Florida. The sales are analyzed on the basis of their location and utility relative to the subject. Sales considered include:

SALE #1

Address/Location:           Northwest corner of Tyndall Parkway and U.S.
                            Highway 22,Callaway, Bay County, Florida
Grantor:                    Daniel & Deborah Fioramonti, A.J. & Beatrice
                            Trawick, and Roy Ostertag, under separate
                            transactions that closed simultaneously
                            andassembled from three parcels.
Grantee:                    Albertsons, Inc.
Sale Date:                  July 24 & July 27, 1995
Sale Price:                 $900,000
Cash Equiv Price:           $900,000
Terms:                      Cash to seller
Recorded:                   O.R. Book 1577 Pages 20, 1500, 1501. Bay County
Verified By:                Walter Abbott, MAI
Rights Conveyed:            Fee simple title
Land Size:                  Acres: 6.5          Square Feet: 283,140
Zoning:                     General Commercial
Highest & Best Use:         Commercial
Use At Sale:                Vacant
Topo/Drainage:              Generally level
Access/Visibility:          Good/Good
Utilities:                  All available
Remarks:                    This parcel is a prime, corner, commercial parcel
                            in the north section of the Tyndall
                            Parkway Corridor. The assemblage of
                            three parcels from three different
                            owners was necessary to obtain
                            enough land for the Albertson's
                            Grocery Store. The site has
                            approximately 440 feet of frontage
                            on Tyndall Parkway and 500 feet
                            along Highway 22.

Indicators of Value:        PRICE PER ACRE:     $138,462


                                                  H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED) 25

SALE #2

Address/Location:           3621 U.S. Highway 231, Bay County, Florida

Grantor:                    Bauman Chiropractic Clinic, PA
Grantee:                    Transmitter Crossing, LLC
Sale Date:                  May 28, 1996
Sale Price:                 $625,000
Cash Equiv Price:           $625,000
Terms:                      Cash to seller
Recorded:                   O.R. Book 1635 Page 1779    Bay County
Verified By:                Walter Abbott, MAI
Rights Conveyed:            Fee simple title
Land Size:                  Acres: 6.45         Square Feet: 280,962
Zoning:                     General Commercial
Highest & Best Use:         Commercial
Use At Sale:                Vacant
Topo/Drainage:              Level; typical of the area
Access/Visibility:          Good; Good
Utilities:                  All available
Remarks:                    This site has approximately 516 feet of frontage on
                            Highway 231 and about 510 feet of
                            frontage on Transmitter Road. This
                            site does not include the immediate
                            corner of Transmitter Road and
                            Highway 231. This property included
                            two small, old residential
                            structures which did not contribute
                            to the value of the property. The
                            site has been developed with a
                            Winn-Dixie Marketplace.

Indicators of Value: PRICE PER ACRE: $96,899

H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    26

SALE #3

Address/Location:           Northwest corner of Middle Beach Road and Beckrich
                            Road, Bay
County, Florida

Grantor:                    Bennetts Reef, Inc. & Mary Sue Wells, Leclere
                            Eubanks & Madelene Coggin Culpepeer, Co-Trustee
Grantee:                    Sembler Family Partnership #8, Ltd.
Sale Date:                  September 1993
Sale Price:                 $850,100
Cash Equiv Price:           $850,100
Terms:                      Cash to seller
Recorded:                   O.R. Book 1453 Page 768 & 772    Bay County
Verified By:                Walter Abbott, MAI
Rights Conveyed:            Fee simple title
Land Size:                  Acres: 9.45         Square Feet: 411,642
Zoning:                     General Commercial
Highest & Best Use:         Commercial
Use At Sale:                Vacant
Topo/Drainage:              level; Adequate
Access/Visibility:          Good; good
Utilities:                  All available
Remarks:                    The property has 640 feet of frontage along Middle
                            Beach Road and 666 feet on Bechrich
                            Road. It is presently improved with
                            a Publix anchored shopping center.

Indicators of Value: PRICE PER ACRE: $89,958

H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    27

Sale #4

Address/Location:           East side of Tyndall Parkway, just south of 7th
                            Street, Callaway and Bay County, Florida.
Grantor:                    N/A
Grantee:                    N/A
Sale Date:                  Current Listing
Asking Price:               $675,000
Cash Equiv Price:           $675,000
Terms:                      Cash to seller
Verified With:              Selling Agent (850) 763-3994
Verified By:                Matt Rice, H.J. Porter & Associates
Date Verified:              08\18\1997
Rights Conveyed:            Fee simple title
Land Size:                  Acres: 9.24         Square Feet: 402,548
Zoning:                     A portion of the site is zoned commercial and a
                            portion is zoned residential. The
                            owner is in the process of
                            requesting a zoning change to
                            commercial for the entire parcel.
                            The asking price is contingent on
                            the zoning change.
Highest & Best Use:         Commercial
Use At Sale:                A small single-family dwelling that does not
                            contribute to value.
Topo/Drainage:              Level/adequate
Access/Visibility:          Good/Good
Utilities:                  All available
Remarks:                    According to the agent, the site is
                            rectangular with 641 feet of
                            frontage along Tyndall Parkway and
                            a depth of 628 feet. Portions of
                            this property are within the city
                            limits of Callaway and a portion is
                            within Bay County.

Indicators of Value: PRICE PER ACRE: $73,052

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

LAND SALES MAP


LAND VALUE - DIRECT COMPARISON (CONTINUED) 28

Land Sales 1 through 4 detailed above are compared to the subject's shopping center site and adjusted to the subject for notable differences. These adjustments are made in the adjustment grid below:

=====================================================================================
                               LAND SALES COMPARISON GRID
=====================================================================================
Comp. Number        Subject              #1            #2           #3           #4
Grantor                     Ostertag, Et Al        Bauman     Bennetts          N/A
Grantee                          Albertsons   Transmitter      Sembler          N/A
Location         Parker, FL    Callaway, FL   Bay Co., FL  Bay Co., FL Callaway, FL
Cash. Eq. Price                    $900,000      $625,000     $850,100     $675,000
Date of Sale        8/12/97         6/27/95       5/28/96      9/15/93      8/12/97
Land Size (ACRE)       7.33            6.50          6.45         9.45         9.24
=====================================================================================
ADJUSTMENTS                              #1            #2           #3           #4
Conditions of Sales                  Normal        Normal       Normal       Normal
Net Adjustment                           $0            $0           $0           $0
Market Conditions                      6.39%         3.62%       11.73%        0.00%
(Time) @ 3%    /year
=====================================================================================
Preliminary Adj. Price             $957,510      $647,625     $949,817     $675,000
Preliminary Adj.
  Price/ ACRE                      $147,309      $100,407     $100,510      $73,052
=====================================================================================
PHYSICAL DIFFERENCES                     #1            #2           #3           #4
   Location                               0%           10%           0%          20%
   Access/Exposure                      -15%            0%           0%           0%
   Listing Status                         0%            0%           0%         -10%
                                         --            --            -           --
Subtotal-Physical                       -15%           10%           0%          10%
=====================================================================================
Adjusted Price                     $813,884      $712,388     $949,817     $742,500
Adjusted Price/Acre                $125,213     $110,448      $100,510      $80,357
Size                                   0.94          0.94         1.16         1.16
Adjusted Price Per Acre            $117,700      $103,821     $116,591      $92,411

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

H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    29

The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:     All sales were normal arm's length transactions
                        that required no adjustments.

Time:                   Considers an increase in value of 3% per year over
                        the past several years. This is based on general
                        trends as there were no sales/resales found with
                        which to compare.

Location:               Sales No.2 and No.4 are inferior in location
                        requiring upward adjustments. Both of these sales
                        are located in areas of less intense commercial
                        development.

Access/Exposure:        Sale No.1 is superior to the subject in corner
                        influence. No other adjustments for access/exposure
                        were required.

Size:                   All sales were adjusted using the Dilmore Size
                        adjustment table. This table is based on the fact
                        that a property's price per unit is generally
                        inversely related to its size.

The comparable sales after adjustment, indicate a range of value from $92,411 to $117,700 per acre. Most emphasis was placed on Sales No.1 and No. 2 due to the recent sale dates and similarity with the subject property. Based on these adjusted sales, the subject site, "As if Vacant", is valued as:


ESTIMATED LAND VALUE - AS IF VACANT

7.33 Acres @   $110,000 per Acre      =          $806,300
                                  ROUNDED:       $806,000
=========================================================


                                           H.J. Porter & Associates, Inc.


30

COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost service indexed to the Panama City market and found to be reliable and consistent with costs incurred by builders within the area. The cost factors from this cost service are inclusive of architect/engineering fees, construction period interest, contractors overhead and profit, and normal site prep costs. Excluded are site improvements such as paving, landscaping, etc., land costs, and indirect costs such as developers profit and permanent loan fees.

Calculations of total building replacement costs are:


Valuation - Cost Approach

Estimated Replacement Cost New - [MARKET] Good Class "C" - Sec 13, Pg 19

Base Cost                                 $56.83
Sprinkler System                           $1.80

Total Base Cost                           $58.63

Current Cost Multiplier    x                1.04

Local Cost Multiplier      x                0.85

Perimeter Multiplier       x                0.84

GBA                47,315 Sq. Ft. @       $43.54 per Sq. Ft. =   $2,059,920

Canopy @             35% of Base Cost

                    2,640 Sq. Ft  x       $15.24 per Sq. Ft. =      $40.228
                                                                    -------

Estimated Replacement Cost New - [NEIGHBORHOOD SHOPPING CENTER]

Average Class "C" - Sec 13, Pg 27

Base Cost                                 $46.08

Sprinkler System                           $1.80

Total Base Cost                           $47.88

Current Cost Multiplier    x                1.04

Local Cost Multiplier      x                0.85

Perimeter Multiplier       x                0.90

GBA                24,680 Sq. Ft. @       $38.09 per Sq. Ft. =    $940, 143

Canopy @             25% of Base Cost

                    2,650 Sq. Ft  x        $9.52 per Sq. Ft.        $25,237
                                                                    -------
TOTAL REPLACEMENT COST NEW - ALL STRUCTURES                      $3,065,527

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


                                                  H.J. Porter & Associates, Inc.

COST APPROACH TO VALUE - (CONTINUED)                                          31

INDIRECT COST

Indirect costs including developer's entrepreneurial profit and permanent loan fees are added to the subject's direct cost to estimate the total value of the subject property via the Cost Approach. Developer's entrepreneurial profit is added at 20% based upon sales of new shopping centers, discussions with Developers and Brokers, and with consideration given to the cross collateralization of the portfolio of retail properties to which the subject is a part. Permanent loan fees are added at the amount typically charged by lenders
- 2% of the loan amount (1% construction - 1% permanent).

ACCRUED DEPRECIATION AND OBSOLESCENCE

The Winn Dixie portion of the improvements were recently completed, and the remaining portion of the shopping center was recently renovated. Consequently, there are no items of deferred maintenance. The subject's effective age is less than its actual age due to the additions and renovations. Incurable physical depreciation is estimated using the economic age/life method and calculated as:


Depreciation - Physical Incurable

Effective Age:                                                    2 Years
Economic Life New:                                               40 Years
Percentage Depreciation (Effective Age/Life                    5.0%
New)
--------------------------------------------------------------------------------
Dollar Depreciation - Incurable Long Lived Items
                              $3,065,527        x       5.0%           $153,276


H.J. Porter & Associates, Inc.


COST APPROACH TO VALUE - (CONTINUED) 32

Based on inspection of the subject property and its neighborhood, there is no functional or external obsolescence.

Site improvements are added at their depreciated values and the underlying vacant shopping center site land value is added as arrived at previously by comparison. The calculation of Value by the Cost Approach is presented in tabular form on the following page.

H.J. Porter & Associates


COST APPROACH TO VALUE - (CONTINUED) 33

=============================================================================================
                                   VALUATION - COST APPROACH
=============================================================================================
DIRECT COST
 Total Replacement Cost New - Structures (from prior page)                         $3,065,527
LESS DEPRECIATION:                                           Curable   Incurable
                                                             -------   ---------
 Physical                                                         $0    $153,276
 Functional                                                       $0          $0
 External                                                         $0          $0
 Total                                                            $0          $0     $153,276
                                                                                     --------
Depreciated Cost of Shopping Center                                                $2,912,251
 Add: Site                           Area    Cost/Sq. Ft.     % Dep.    Cost New
                                     ----    -----------      ------    --------
Improvements
 Asphalt Paving                   222,000           $1.50        10%    $299,700
 Concrete Paving                    3,000           $1.75         5%      $4,988
 Concrete Curbs                       200           $7.50        10%      $1,350
 Light Poles                     Lump Sum                                $16,000
 Landscaping                     Lump Sum                                $20,000
 Total Site Improvements                                                             $342,038
                                                                                     --------
 Total Depreciated Cost New                                                        $3,254,289
INDIRECT COST
 Developer Profit                     20% of Total Cost/Land            $812,058
 Permanent Loan Fees @                 2% of Loan Amount
 (Loan basis =                        75% of Land/Bldg Cost)             $73,085
Marketing/Lease Commissions                                              $30,000
TOTAL INDIRECT COST                                                                  $915,143
                                                                                     --------

TOTAL REPRODUCTION COST NEW                                                        $4,169,432
LAND VALUE (from previous section)                                                   $806,000
                                                                                     --------
PRELIMINARY VALUE BY COST -                                                        $4,975,432

                                                                     (Rounded)     $4,980,000
=============================================================================================

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE 34

As a primary approach to value for the subject, the estimated net operating income is capitalized into a value estimate by use of an overall capitalization rate. In arriving at a net operating income, consideration is given to rentals and expenses which are incurred in the operation of the property.

POTENTIAL GROSS INCOME

The subject property is anchored by Winn Dixie Marketplace containing 44,000 square feet of stated leased area, and Scotty's with 19,880 square feet. There are 4,800 square feet of non-anchored shop space located in one building that is leased to Movie Gallery for three years at $11.16 per square foot. Found in the Addendum is a Lease Synopsis for each of the subject's tenants.

In order to determine if the subject's local shop space rent is competitive and market oriented, and to estimate market vacancy, four comparable neighborhood shopping centers within Bay County, Florida were inspected, surveyed, and compared to the subject.

Comparable rentals considered for the subject's non-anchored space are shown on the following pages.

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

RENTAL COMPARABLE MAP


INCOME APPROACH TO VALUE - (CONTINUED) 35

[GRAPHICS OMITTED]

RENT COMPARABLE 1

NAME:                   23rd Street Plaza
LOCATION:               616-676 W. 23rd Street,
                        Panama City, FL
YEAR BUILT:             1986
SIZE:                   99,756 Sq.Ft. GLA
ANCHORS TENANTS:        48,000 Sq.Ft.    Publix
                        9,000 Sq.Ft.     Party Universe
                        42,756 Sq.Ft.    Local Shop
                        -------------
                        99,756 Sq.Ft.    GLA
SHOP TENANTS:           Professional Print Graphics, Transouth, Ice Cream,
                        Olan Mills, Heaven & Earth, Play It Again Sports,
                        CiCi's Pizza, 4th Dimension Hair, etc.
SHOP SPACE RENTS:       $9.50 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         92%
VERIFIED WITH:          Stan Farrell (leasing Agent) (800) 277-0606 -
                        8/18/97
REMARKS:                The asking rate for a 3,600 square foot space is
                        $9.50 per square foot. Also, a 1,400 square foot
                        space was recently leased for $11.75 per square
                        foot. Only a rental range for the shop space was
                        given. The overall condition and quality of this
                        shopping center is good. According to management,
                        the total reimbursements are running $1.33 per
                        square foot annually.


                                                  H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 36

[GRAPHICS OMITTED]

RENT COMPARABLE 2

NAME:                   Stanford Station
LOCATION:               730 W. 23rd Street
                        Panama City, Florida
YEAR BUILT:             1983
SIZE:                   88,687 Sq.Ft.  GLA
ANCHORS TENANTS:        42,800 Sq.Ft.    Food World
                        9,000 Sq.Ft.     CVS Pharmacy
                        36,887 Sq.Ft.    Local Shop
                        -------------
                        88,687 Sq.Ft.    GLA
SHOP TENANTS:           TCBY, Beepers Unlimited, Harrison Jewelers, Buster
                        Brown Shoes, MensFabricks, FL Linen Outlet, Mount
                        Olive Health Foods, MK Designs, etc.
SHOP SPACE RENTS:       $10.00 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM, Insurance
SHOP OCCUPANCY:         89%
VERIFIED WITH:          Faison Realty (904) 785-0350 8/18/97
REMARKS:                The agent would not verify specific rents of the
                        tenants. Only a rental range for the shop space was
                        given. The asking rate for 1,200 and 2,800 square
                        foot vacant spaces are $11.50 and $10.50 per square
                        foot, respectively. According to the agent, costs
                        for taxes, insurance and CAM are running about
                        $1.75 per square foot annually.


                                                  H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 37

[GRAPHICS OMITTED]

RENT COMPARABLE 3

NAME:                   Callaway Plaza
LOCATION:               129-225 Tyndall Parkway
                        Callaway, FL
YEAR BUILT:             1983
SIZE:                   155,040 Sq.Ft. GLA
ANCHORS TENANTS:        42,848 Sq.Ft.    Food World
                        87,543 Sq.Ft.    K-Mart
                        8,400 Sq.Ft.     Eckerds (vacated but paying rent
                                         until 1999)
                        16,249 Sq.Ft.    Shop Space
                        -------------
                        155,040 Sq.Ft.   GLA
SHOP TENANTS:           H&R Block, Cost Cutters Hair, Baskin Robbins,
                        Blimpie, etc.
SHOP SPACE RENTS:       $11.00 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Cam, Tax and Insurance
SHOP OCCUPANCY:         100% (Movie gallery has vacated a 4,989 SF space
                        but paying through Sept.1997)
VERIFIED WITH:          Cindy Highsmith - Property Manager (850) 233-9944,
                        8/18/97
REMARKS:                The manager would not verify specific rents of the
                        tenants. Only a rental range for the shop space was
                        given. Currently vacancy is 0%. The manager
                        indicated that there was interest in the 4,989 SF
                        space coming available. The asking rate is $12.00
                        per square foot. Costs for taxes, CAM and insurance
                        are $1.50 square foot.


                                                  H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 38

[GRAPHICS OMITTED]

RENT COMPARABLE 4

NAME:                   Albertsons
LOCATION:               Northwest corner of 23rd Street and U.S. Highway 77
                        Panama City, FL
YEAR BUILT:             1980 +/-
SIZE:                   Anchors:               45,000 Sq.Ft. +/-
                        Local Shop Space:      23,700 Sq.Ft.
                                               -------------
                        Total                  68,700 Sq.Ft +/-
ANCHOR Tenants:         Albertson's
SPACE RENT:             $9.50 per Sq.Ft. (Asking)
EXP. CONTRIBUTIONS:     Pro rata share of taxes, insurance & CAM
SHOP OCCUPANCY:         88%
VERIFIED WITH:          Marl Cummings (334) 476-6000, 8/19/97
REMARKS:                This is an older center that is well located near
                        the Panama City Mall. The asking rate for a 2,800
                        square foot vacant space is about $9.50 per square
                        foot. Typical terms are 3-5 years flatwithin the
                        center. CAM charges have been running between
                        $1.58 and $1.64 per square foot in recent years.


                                                  H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 39

Rental rates for non-anchored shop space in the four comparables in the surrounding areas of Parker, Florida range from $9.50 to $12.00 per square foot. The most comparable center in terms of location is Rental No.3, Callaway Plaza. The quoted rate within this center is $12.00 per square foot. Based on these comparables, the subject's current rent for the 4,800 square feet of shop space appears to be competitive and market oriented. As such, the subject's contract rent of $11.16 per square foot is considered at market.

As with most modern neighborhood shopping centers, the shop space tenant pays its pro rata share of taxes, insurance, and common area maintenance. No other expense contributions are stated in the lease.

The contract rents for Winn Dixie and Scotty's, like most signature stores, are a function of the development cost and negotiations between developer and tenant. The Winn Dixie rent at $7.80 per square foot, and Scotty's at $6.25 per square foot are within the range of rental rates for similar sized anchor as illustrated in the following table.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 40

================================================================================
Tenant                Location                   Year     Size-Sq.Ft.Rent/Sq.Ft.
================================================================================
Winn Dixie          Alabaster, AL                1993      44,000      $6.50
Winn Dixie          Panama City, FL              1993      44,000      $7.15
Winn Dixie          Moody, AL                    1993      44,000      $7.00
Winn Dixie          Chalkville, AL               1994      51,250      $6.50
Winn Dixie          Alexander City, AL 1994                44,000      $6.75
Winn Dixie          Chattanooga, TN              1994      44,000      $7.05
Winn Dixie          Anniston, AL                 1995      44,000      $7.70
Winn Dixie          Birmingham, AL               1995      44,000      $6.95
Winn Dixie          Mobile, AL                   1996      51,282      $8.00
Winn Dixie          Dalton, GA                   1996      44,000      $9.26
Winn Dixie          Trussville, AL               1996      44,000      $8.15
Winn Dixie          Mobile, AL                   1997      44,000      $9.00
Winn Dixie          Pensacola, FL                1997      44,000      $8.60
Winn Dixie          Cantonment, FL               1997      44,000      $7.75
WINN DIXIE          PARKER, FL                   1997      44,000      $7.80
Winn Dixie          Mobile, AL                   1997      44,000      $8.85
Winn Dixie          Fairhope, AL                 1997      51,282      $9.25
================================================================================
================================================================================
Drugs for Less      Birmingham, AL               1993      18,000      $7.50
Harco Drugs         Birmingham, AL               1993      12,876      $5.95
Harco Drugs         Pell City, AL                1993       9,100      $7.50
Harco Drugs         Alabaster, AL                1993       9,100      $8.50
Big B Drugs         Chattanooga, TN              1994       8,470      $7.00
Harco Drugs         Tuscaloosa, AL               1994      10,160      $7.90
Revco               Anniston, AL                 1995       9,240      $7.75
SCOTTY'S            PARKER, FL                   1995      19,880      $6.25
Revco               Cantonment, FL               1997       9,240      $7.75
Drugs for Less      Birmingham, AL               1995      18,000      $7.00
Revco               Dalton, GA                   1996       8,450      $9.75
Harco Drugs         Mobile, AL                   1997      10,125      $8.25
================================================================================

Scotty's pays their pro rata share of taxes, insurance, and common area maintenance. Winn Dixie has their own identified parcel and will directly pay all taxes, insurance, and building and grounds maintenance. Due to the nature of the Winn Dixie lease terms, which is non-terminable, their lease is considered a "Bond Lease."

The Winn Dixie and Scotty's leases call for percentage rents. It is unlikely that these tenants will reach a level of sales requiring percentage rent until they have become well established in this market. As such, no income from percentage rent is estimated.

The Potential Gross Income is the sum of the subject's contract rents plus expense reimbursements for the pro rata share of taxes, insurance, and common area maintenance.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED)                                        41

No administrative fees, reserves or management fee reimbursements are
included in the current leases. The Potential Gross Income is calculated in
the following table.

================================================================================
                             POTENTIAL GROSS INCOME
================================================================================

Anchor Tenants
  Winn Dixie                  44,000 sq.ft.  @   $7.80   =   $343,200
  Scotty's                    19,880 sq.ft.  @   $6.25   =   $124,250
Subtotal                      63,880 sq. ft                             $467,450
Non-Anchor Tenants
  Movie Gallery                4,800 sq. ft. @  $11.16   =    $53,568
Subtotal                                                                 $53,568
                                                                         -------
Total Rental Income           68,680 sq. ft.                            $521,018
Expense Contributions
  Scotty's                    19,880 sq. ft. @   $1.64   =    $32,603
Non-Anchor Tenants
  CAM Admin., St. Res., Mgt.                                       $0
  CAM, Tax, Ins.               4,800 sq. ft. @   $1.64   =     $7,872
                              24,680                                     $40,475
                                                                         -------
POTENTIAL GROSS INCOME                                                  $561,493
================================================================================

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 42

EFFECTIVE GROSS INCOME

Stabilized vacancy and collection loss is subtracted from Potential Gross Income to estimate the Effective Gross Income. Winn Dixie and Scotty's have extended lease terms and are considered credit anchor tenants. As such, no vacancy and credit loss is calculated on their income. Local shop space in the four comparable shopping centers ranged from 89% to 100%. There is good demand for local shop space in food anchored shopping centers throughout the Bay County area. Considering the size of the shop space, the strength of the market and the subject's anchor tenants, the stabilized vacancy and collection loss for the subject's non-anchored shop space is estimated to be 5% ($61,440 x 5% = $3,072) of rent and expense reimbursements. The effective gross income is calculated as follows.

$561,493      Potential Gross Income
  $3,072      Vacancy and Collection Loss
  ------
$558,421      Effective Gross Income

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to arrive at Net Operating Income. No operating history was provided by management. The shopping center was purchased by the current owners in 1995. Since that time, major renovations and additions to the center have taken place. Thus, no recent stabilized income/expense history is available. To estimate the appropriate expense levels, statements from similar shopping centers in the southeast are analyzed and representatives with local management companies were interviewed.

The expense comparables are presented below and on the following pages.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 43

COMPARABLE #1

Project Name:                    Delchamps Plaza North
Location:                        McFarland & Watermelon Road
                                 Tuscaloosa, AL
Year Built:                      1986                           GLA:  59,389 SF
Source:                          Year End Statement
Type Center:                     Neighborhood
Analysis Year:                   1995                           Analysis By: DPM


          Item                       Total               $/SF               %PGR
          ----                       -----               ----               ----
Potential Gross Rent:             $459,768              $7.74             100.0%
Less Vac/Credit Loss:                $-603             $-0.01              -0.1%
                                     -----             ------               ----
Effecfive Gross Rent:             $459,165              $7.73              99.9%
+ CAM/Reimbursements:              $41,120              $0.69               8.9%
+ Misc Income:                      $3,439              $0.06               0.7%
                                    ------              -----               ---
Effec. Gross Income:              $503,724              $8.48             100.0%

          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Less Expenses:
Management:                        $30,762              $0.52               6.1%
Ad Valorem Tax:                    $33,939              $0.57               6.7%
Insurance:                          $4,915              $0.08               1.0%
Administration Expense:             $1,391              $0.02               0.3%
CAM:                               $41,892              $0.71               8.3%
Miscellaneous:                      $8,765              $0.15               1.7%
                                    ------              -----               ---
Total Expenses:                   $121,664              $2.05              24.2%
                                  --------              -----              ----
Net Operating Income:             $382,060              $6.43              75.8%
                                  ========              =====              ====

Comments: Utilities expense included in CAM. Miscellaneous expense is non-pass through expense for building repair.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 44

COMPARABLE #2

Project Name:                    Delchamps Plaza South
Location:                        Skyland Blvd.
                                 Tuscaloosa, AL
Year Built:                      1986                           GLA: 108,903 SF
Source:                          Year end operating statement
Type Center:                     Neighborhood Shopping Center
Analysis Year:                   1996                           Analysis By: LHH


          Item                       Total               $/SF               %PGR
          ----                       -----               ----               ----
Effecfive Gross Rent:             $751,676              $6.90                  %
+ CAM/Reimbursements:              $61,400              $0.56                  %
+ Misc Income:                        $300              $0.00                  %
                                      ----              -----                 --
Effec. Gross Income:              $813,376              $7.47             100.0%

          Item                       Total               $/SF               %PGR
          ----                       -----               ----               ----
Less Expenses:
Management:                        $42,686              $0.39               5.2%
Ad Valorem Tax:                    $39,174              $0.36               4.8%
Insurance:                         $13,588              $0.12               1.7%
Administration Expense:            $17,144              $0.16               2.1%
CAM:                               $25,322              $0.23               3.1%
Utilities:                          $6,564              $0.06               0.8%
Miscellaneous:                      $5,071              $0.05               0.6%
                                    ------              -----               ---
Total Expenses:                   $149,549              $1.37              18.4%
                                  --------              -----              ----

Net Operating Income:             $663,827              $6.10              81.6%
                                  ========              =====              ====

Comments: Misc. Expense is travel and structural repair.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 45

COMPARABLE # 3

Project Name:                    Stratford Square
Location:                        East Boulevard
                                 Montgomery, AL
Year Built:                      1987                 GLA: 121,236 SF
Source:                          Year End Statement

Type Center: Community Shopping Center Analysis Year: 1995 Analysis By: Philip Minor

          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Effective Gross Rent:             $771,843              $6.37                  %
+ CAM/Reimbursements:             $118,804              $0.98                  %
+ Misc Income:                        $412              $0.00                  %
                                      ----              -----                 --
Effec. Gross Income:              $891,079              $7.35             100.0%

          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Less Expenses:
Management:                        $43,173              $0.36               4.8%
Ad Valorem Tax:                    $47,541              $0.39               5.3%
Insurance:                         $12,987              $0.11               1.5%
Administration Expense:            $13,769              $0.11               1.5%
CAM:                               $53,488              $0.44               6.0%
Miscellaneous:                      $5,650              $0.05               0.6%
                                    ------              -----               ---
Total Expenses:                   $176,608              $1.46              19.8%
                                  --------              -----              ----

Net Operating Income:             $714,471              $5.89              80.2%
                                  ========              =====              ====

Comments: Miscellaneous expense includes $3,762 for on-site management, and $1,888 advertising and promotion.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 46

COMPARABLE #4

Project Name:                    Corner Village
Location:                        Auburn, AL
Year Built:                      1978                  GLA: 62,510 SF
Source:                          Year End Statement

Type Center: Neighborhood Shopping Center Analysis Year: 1995 Analysis By: Philip Minor

          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Effective Gross Rent:             $260,657              $4.17                  %
+ CAM/Reimbursements:              $22,347              $0.36                  %
+ Misc Income:                         $83              $0.00                  %
                                       ---              -----                 --
Effec. Gross Income:              $283,087              $4.53             100.0%

          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Less Expenses:
Management:                        $10,663              $0.17               3.8%
Ad Valorem Tax:                    $21,172              $0.34               7.5%
Insurance:                          $4,405              $0.07               1.6%
Administration Expense:             $3,556              $0.06               1.3%
CAM:                               $25,305              $0.40               8.9%
Utilities:                            $332              $0.01               0.1%
Miscellaneous:                      $1,718              $0.03               0.6%
                                    ------              -----               ---
Total Expenses:                    $67,151              $1.07              23.7%
                                   -------              -----              ----
Net Operating Income:             $215,936              $3.45              76.3%
                                  ========              =====              ====

Comments: Miscellaneous expense is building repair and maintenance.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 47

Based on these expense comparables, the pertinent expense categories in appropriate amounts are estimated below. Because Winn Dixie is responsible for paying all operating expenses associated with their store, the following expense estimates reflect expenses for Scotty's and the non-anchored tenant only.

Management/Leasing:          The management fee of the comparable properties
                             ranged from 3.8% to 6.1%. As indicated previously,
                             the subject property is one of fifteen shopping
                             centers in a cross collateralized portfolio of
                             retail properties under single management.
                             Considering economies of scale, the subject's
                             management fee is estimated at the low end of the
                             range at 4% of effective rental income.

Ad Valorem tax:              The subject's ad valorem tax, as previously
                             discussed, is estimated at $15,694 per year.

Insurance:                   According to Robb Newton, a representative of the
                             owner, the current insurance costs are $16,051 per
                             year, or $.65 per square foot annually for the area
                             of the shopping center excluding Winn Dixie. The
                             1996 insurance expense at the subject property was
                             $14,820. Based on discussions with local management
                             companies, the insurance amount appears reasonable.
                             For instance, a nearby 143,808 square foot center
                             had 1996 insurance costs of $.44 per square foot
                             with an anticipation of a significant increase for
                             the upcoming year.

Common Area Maintenance:     Based on the expense comparables, which range from
                             $.23 to $.71 per square foot, as well as
                             discussions with local shopping center managers,
                             Common area maintenance and repair expense is
                             estimated at $8,600 per year or $.35 per square
                             foot.

Structural Maintenance:      Structural maintenance is estimated to be $.07 per
                             square foot for a total annual amount of $1,700.
                             The comparables ranged from $.03 to $.15 per square
                             foot.

Administrative:              This expense is estimated to be $500 per year or
                             $.02 per square foot, and is based on the expense
                             comparables.

Total operating expenses are estimated to be $49,551 per year or $2.01 per square foot for the Scotty's and non-anchor tenant space.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 48

NET OPERATING INCOME

The subject's stabilized net operating income is calculated by subtracting the Operating Expenses from the Effective Gross Income and illustrated as:

$558,421   Effective Gross Income
 $49,551   Operating Expenses
 -------
$508,870   Net Operating Income

OVERALL CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's stabilized net operating income is capitalized with an overall capitalization rate of 9.00%. The selected overall capitalization rate is based on several methods of capitalization rate development with consideration given to the non-terminable Winn-Dixie lease and cross collateralization of the subject property with the other fourteen shopping centers in the securitized portfolio of retail properties. The cap rate development methods, which are presented following the Income Approach Summary on the following page, includes rates extracted from comparable sales, recently published investor surveys, and three methods using mortgage and equity positions which include the Ellwood, Band of Investment, and Debt Coverage Ratio Methods.

Rates extracted from the comparable sales, ranged from 9.64% to 10.53%, with an average of 10.04%. Published rates from the Korpacz Second Quarter 1997 Investor Survey ranged from 8.25% to 13.00% with an average rate of 9.84%. The most likely rates from the three mortgage/equity methods ranged from 8.87% to 9.14%. The rates developed with mortgage/equity factors reflect current condition and declining interest rates. The criteria used for these methods was taken from the above investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of cap rate development are 10.32%, 9.36%, and 8.72%, respectively. Based on this analysis and the above considerations, the subject's overall capitalization rate is estimated to fall between the Middle and Low range of the five methods.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 49

ESTIMATED VALUE BY INCOME APPROACH

The subject's stabilized net operating income of $508,870 is capitalized with an overall capitalization rate of 9.0% for an estimated prospective market value "At Stabilized Occupancy" of $5,654,111, which is rounded to $5,650,000. A summary of the Income Approach to Value is presented below.

==========================================================================================
                                 VALUATION - INCOME APPROACH
==========================================================================================
POTENTIAL GROSS INCOME
Anchor Tenants
Winn Dixie                 44,000 sq.ft. @         $7.80        =    $343,200
Scotty's                   19,880 sq.ft. @         $6.25        =    $124,250
Subtotal                   63,880 sq.ft.                                          $467,450
Non-Anchor Tenants
Movie Gallery               4,800 sq.ft. @        $11.16        =     $53,568
Subtotal                                                                           $53,568
                                                                                   -------
Total Rental               68,680 sq.ft.                                          $521,018
Income
Expense Contributions
Scotty's                   19,880 sq.ft. @         $1.64        =     $32,603
Non-Anchor Tenants
CAM Admin., St. Res., Mgt.                                                 $0
CAM, Tax, Ins.              4,800 sq.ft. @         $1.64        =      $7,872
                           24,680                                                  $40,475
                                                                                   -------
POTENTIAL GROSS INCOME                                                            $561,493
Less Vacancy and Collection Loss
Non-Anchor                      5% Rent + Exp. Cont.            =                   $3,072
Tenants

EFFECTIVE GROSS INCOME                                                            $558,421

                                                             % of       $ per
Less Expenses:                                              E.G.I        S.F.
                                                            -----        ----
                           Management:            $7,006     4.0%       $0.28
                           Ad.Val.Tax            $15,694     2.8%       $0.64
                           Insurance             $16,051     2.9%       $0.65
                           CAM                    $8,600     1.5%       $0.35
                           St. Maint.             $1,700     0.3%       $0.07
                           Misc. Admin.             $500     0.1%       $0.07
                           Total Expenses                    8.9%       $2.01      $49,551
NET OPERATING INCOME
                                                                                  $508,870
                                                                                  --------
Capitalized at                                       9.0%                       $5,654,111
TOTAL INDICATED VALUE - "At Stabilized Occupancy"                 (Rounded)     $5,650,000

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

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 50

=======================================================================================================================
Property Capitalization
Rate Justification
=======================================================================================================================
                                                                            High              Middle               Low
                                                                            ----              ------               ---
                                                                           --------------------------------------------
   1. Market extracted rates for                                           10.53%             10.04%              9.64%
         similar local properties                                          --------------------------------------------

                                                                           --------------------------------------------
   2. Recent published cap rates                                           13.00%              9.84%              8.25%
                                                                           --------------------------------------------
          used by institutional investors - Source: Korpacz Report 2nd Quarter 1997

3. Ellwood method calculated rates
          11.55% = Eqty yield before tax
% Property appreciation (income) over hold period =                        -5.00%              0.00%              5.00%

         75% = Mortgage percent of value
       7.75% = Mortgage interest rate
       20.0  = Mortgage term in years
       10.0  = Investment holding period
       9.85% = Rm = Mortgage constant
       14.4% = Rmp = Mortgage constant over holding period
       31.6% = P = Percent  of mortgage paid off over hold period
        5.8% = SFF = Sink fund factor
       37.2% = J factor
                                                                           --------------------------------------------
                                         Calculated cap rate =              9.36%              8.90%              8.45%
                                                                           --------------------------------------------
4. Band of Investment Method
                                     Mortgage percent to value             70.00%             75.00%             80.00%
                                             Mortgage constant             10.35%              9.85%              9.35%
                                       Equity percent to value             30.00%             25.00%             20.00%
                                        Eqty cash on cash rate              8.00%              7.00%              6.00%
                                                                           --------------------------------------------
                                           Calculated cap rate              9.65%              9.14%              8.68%
                                                                           --------------------------------------------
5. Debt Coverage Ratio Method
                                     Req'd debt coverage ratio               1.35               1.20               1.15
                                     Mortgage percent to value             70.00%             75.00%             80.00%
                                             Mortgage constant             10.35%              9.85%              9.35%
                                                                           --------------------------------------------
                                           Calculated cap rate              9.06%              8.87%              8.60%
                                                                           --------------------------------------------
                                       Average of Five Methods             10.32%              9.36%              8.72%

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

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 51


Explanatory Notes

Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to appropriate current property capitalization rates.

Item #1 Reflects the current range in capitalization rates in the
southeast based on actual sales - this information is historical in nature although there has been a fairly consistent pattern evident in this market over the years.

Item #2 Reflects actual cap rates used by large financial institutions
in the acquisition and financing of major real estate projects. These rates are also historical in nature, but are based on properties of a magnitude atypical in this market area. Properties that would appeal to at least a regional and perhaps a national market of potential buyers.

Item #3 Reflects a calculated cap rate utilizing the Ellwood model
based on future expectations in income and property value growth and equity yield rates - explicit input assumptions are listed. This method is compelling when market mortgage and equity yield returns are predictable and property and income changes can be reliably predicted.

Item #4 Analyzes required capital outlays to service both the debt (ie
mortgage payment) and the equity (cash on cash or before tax cash flow or equity dividend). The weighted average of these required returns is, by definition, equal to the capitalization rate. It should be noted that the mortgage interest rate and equity yield rate are NOT part of this calculation.

Item #5 Provides another method often used by lenders. The debt
coverage ratio is a factor equal to the net operating income divided by the annual debt service - in other words, it is an estimate of the "cushion" or excess of net operating income over and above debt service. The calculated cap can be solved for by the following formula R(o) = R(m) x DCR x M.

The actual cap rate used by appraisers in this analysis is bracketed by this information. Further, this chart illustrates the implicit market expectations of the various investment parameters that are reflected by the specific capitalization rate used.


H. J. Porter & Associates, Inc.


52

SALES COMPARISON APPROACH

To estimate the subject property's value by the Sales Comparison Approach, a direct comparison is made with actual sales of other neighborhood shopping center properties. These sales are analyzed on the basis of price per square foot of gross leasable area (GLA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties which would most likely be marketed as a total package, no sales of similar portfolio of properties were found with which to compare. The market for retail properties is national, and purchases are made on the strength and reliability of the income stream. Similar shopping center sales were located in the Southeast United States. Each sale is adjusted to the subject for pertinent items, including unusual financing or conditions of sale, time lapsed since sale, and physical differences such as age, condition, and construction quality and location as reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and adjustment following the presentation of the sales data.

H. J. Porter & Associates, Inc.


[GRAPHIC OMITTED]

[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED)                                       53

Sale #1
Address/Location:        Village At Moody
                         US Highway 411
                         Moody, AL
Grantor:                 FS Partnership, Ltd.
Grantee:                 Birmingham Realty
Sale Date:               02/14/1996
Sale Price:              $4,485,000
Cash Equiv Price:        $4,485,000
Equity:                  $1,485,000
Debt:                    $3,000,000
Terms:                   $1,485,000 cash plus assumption of $3,000,000
                         mortgage at market rates and terms.
Recorded:                Book 261, Page 313; St. Clair County
Verified With:           Paul Spina, Grantor (205) 733-1131
Verified By:             David Mullins, H.J. Porter & Associates
Date Verified:           04/10/1996
Rights Conveyed:         Leased Fee
Land Size:               8.43 Acres
Access/Visibility:       Average/Average
Highest & Best Use:      Neighborhood Shopping Center
Parking:                 396               Parking Ratio: 6.51
Building Size:           60,800 SF(NRA)
Land:Bldg Ratio:         6.0
Year Built:              1995
Condition:               Good
Building Description:    In-line, one story masonry construction with brick
                         exterior on front and sides, and CCB on rear.  Flat
                         built-up roof system.
Anchors:                 Winn Dixie - 44,000 SF
Anchor - Sq. Ft.:        44,000            Anchor %:         72.37
Local:                   J&E Ent., Head Start, Movie Gallery, Open Book,
                         Vulcan Rehab, Moody Cleaners, Vill. Beverage, Merle
                         Norman, Nail Shop
Local - Sq. Ft.:         16,800            Local %: 27.63
Lease Information:       Winn Dixie - $7.00 PSF, Local tenant rent range
                         $10.50 to $11.50 PSF with average of
                         $10.67 PSF. All tenants pay pro-rata
                         share of CAM, tax, and insurance.


                                                 H. J. Porter & Associates, Inc.

SALES COMPARISON APPROACH - (CONTINUED)                                       54

Sale #1 (Continued)

ANALYSIS

(1|2|3) *Source                            TOTAL $ AMOUNT         $ PER SF (NRA)
                                           --------------         --------------
(A\E\F)          Potential Gross Income:         $533,922             $8.78
(A\E\F)          Vac & Credit Loss:                $9,920             $0.16
                                                 --------             -----
(A\E\F)          Effec. Gross Income:            $524,002             $8.62
(A\E\F)          Less Expenses:                   $87,532             $1.44
                                                  -------             -----
(A\E\F)          Net Oper. Income                $436,470             $7.18

     ==========================================================================
*    Field 1:             S=Seller           B=Buyer               A=Appraiser
     Field 2:             A=Actual           E=Estimated
     Field 3:             P=Prior Year       F=Year Following
     ==========================================================================

INDICATORS OF VALUE:                         Price Per SF (NRA):   $73.77
                                             PGIM:                 8.40
                                             EGIM:                 8.56
                                             R(o):                 9.73%
                                             Expense Ratio:        16.70

Remarks: At time of sale this center was less than one year old and did not have a complete year of operating history. PGI includes contract rent plus estimated expense contributions. Market vacancy estimated at 5% of local tenant rent and expense contributions. Expenses include 4% management fee, taxes at $.58 PSF, insurance at $.10 PSF, CAM at $.40 PSF, and St. Maintenance at $.05 PSF. This center is located at the northeast corner of I-20 and US Highway 411 in Moody, Alabama. This area is a rapidly growing commercial district in the Birmingham/Atlanta interstate corridor.

H. J. Porter & Associates, Inc.


[GRAPHIC OMITTED]
[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED)                                       55

Sale #2
Address/Location:        Middle Beach Shopping Center
                         Middle Beach Road and Bechrich Road
                         Bay County, Florida
Grantor:                 Sembler Family Partnership #8.
Grantee:                 Secured Properties Investors XII, L.P.
Sale Date:               9/9/1994
Sale Price:              $5,775,000
Cash Equiv Price:        $5,775,000
Terms:                   Cash to Seller
Recorded:                O.R. Book 1523 Page 1166; Bay County
Verified By:             Lee Weaver - Pardue, Heid, Church, Smith & Waller
Rights Conveyed:         Leased Fee
Land Size:               8.57 Acres
Access/Visibility:       Good/Good
Highest & Best Use:      Shopping Center
Building Size:           69,877 SF(NRA)
Land:Bldg Ratio:         5.34
Year Built:              1994
Condition:               Good
Building Description:    One Story masonry construction neighborhood
                         shopping center.  Built up flat roof.
Anchors:                 Publix
Anchor - Sq. Ft.:        56,077                     Anchor %: 80.3
Local:                   Movie Gallery, Jane's Hallmark, Jan's Pizza, Far
                         Horizon's Travel, Baskin Robbins, Office Express
                         Classique Hair Styles, Herb Shop.
Local - Sq. Ft.:         13,800                     Local %: 19.7
Lease Information:       All tenants pay a pro-rata share of CAM, Taxes, and
                         Insurance.


                                                 H. J. Porter & Associates, Inc.

SALES COMPARISON APPROACH - (CONTINUED)                                       56

Sale #2 (Continued)

ANALYSIS

(1|2|3) *Source                            TOTAL $ AMOUNT        $ PER SF (NRA)
                                           --------------         -------------
(A\E\F)          Potential Gross Income:      $747,600                $10.70
(A\E\F)          Vac & Credit Loss:            $16,754                 $0.24
                                               -------                 -----
(A\E\F)          Effec. Gross Income:         $730,846                $10.46
(A\E\F)          Less Expenses:               $148,846                 $2.13
                                              --------                 -----
(A\E\F)          Net Oper. Income             $582,000                 $8.33

       ======================================================================
*      Field 1:       S=Seller             B=Buyer                A=Appraiser
       Field 2:       A=Actual             E=Estimated
       Field 3:       P=Prior Year         F=Year Following
       ======================================================================


INDICATORS OF VALUE:                       Price Per SF (NRA):    $82.65
                                           PGIM:                  7.73
                                           EGIM:                  7.90
                                           R(o):                  10.08%
                                           Expense Ratio:         20.4%

H. J. Porter & Associates, Inc.


[GRAPHIC OMITTED]

[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED)                                       57

Sale #3
Address/Location:      North Hixson Marketplace
                       Hixson Pike and Camp Columbus Road
                       Chattanooga, TN
Grantor:               North Hixson, L.L.C.
Grantee:               Amberjack Ltd.
Sale Date:             03/04/1996
Sale Price:            $4,760,000
Cash Equiv Price:      $4,760,000
Terms:                 Cash to seller
Recorded:              Hamilton County
Verified With:         Dick Schmalz, with Grantor (205) 871-2617
Verified By:           David Mullins, H.J. Porter & Associates
Date Verified:         03/15/1996
Rights Conveyed:       Leased Fee
Land Size:             9.24 Acres
Access/Visibility:     Average/Average
Highest & Best Use:    Neighborhood Shopping Center
Parking:               405                        Parking Ratio: 5.88
Building Size:         63,270 SF(NRA)
Land:Bldg Ratio:       6.4
Year Built:            1995
Condition:             Good
Building Description:  One story neighborhood shopping center with split
                       face block exterior walks and synthetic stucco on
                       steel stud canopy.
Anchors:               Winn Dixie (49,600 sf GBA & 44,000 sf(NRA); Big B
                       Drugs 8,470 sf
Anchor - Sq. Ft.:      52,470                     Anchor %: 82.93
Local:                 Movie Gallery, Sally's Beauty and other local
                       tenants
Local - Sq. Ft.:       10,800                     Local %: 17.07
Lease Information:     Anchor and Local: CAM, Taxes and Insurance


                                                 H. J. Porter & Associates, Inc.


SALES COMPARISON APPROACH - (CONTINUED) 58

Sale #3 (Continued)

ANALYSIS
(1|2|3) *Source                           TOTAL $ AMOUNT        $ PER SF (NRA)
                                          --------------        --------------
(S\A\F)       Potential Gross Income:           $623,083            $9.85
(A\E\F)       Vac & Credit Loss:                 $13,057            $0.21
                                                 -------            -----
(A\E\F)       Effec. Gross Income:              $610,026            $9.64
(A\E\F)       Less Expenses:                    $124,533            $1.97
                                                --------            -----
(A\E\F)       Net Oper. Income                  $485,493            $7.67

            ==============================================================
*           Field 1:      S=Seller       B=Buyer               A=Appraiser
            Field 2:      A=Actual       E=Estimated
            Field 3:      P=Prior Year   F=Year Following
            ==============================================================

INDICATORS OF VALUE:                     Price Per SF (NRA):        $75.23
                                         PGIM:                      7.64
                                         EGIM:                      7.80
                                         R(o):                      10.2%
                                         Expense Ratio:             20.41%

Remarks: At time of sale, there were two vacant local shops containing 2,400 sq.ft. Expense contribution included in PGI and local vacancy. Vacancy based on 10% of local shop income plus expense contributions. Expenses based on 4% management, excluding expense contributions, $1.59 for taxes, CAM and insurance plus $.05 for structural reserves. The estimated expenses were consistent with Grantor's proforma. Average local shop space rent for leased space was $10.45/sf.

H. J. Porter & Associates, Inc.


[GRAPHIC OMITTTED]
[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED)                                       59

Sale #4
Address/Location:       Hillcrest Marketplace
                        Hillcrest Road @ Grelot Road
                        Mobile, Alabama
Grantor:                Hillcrest Marketplace, Ltd.
Grantee:                Confidential
Proposed Sale Date:     9/15/97
Sale Price:             $6,490,000
Cash Equiv Price:       $6,490,000
Terms:                  Cash to seller
Recorded:               Sale Pending
Verified With:          Scott Holcombe, Arlington Properties -Developer
                        (205) 328-9600
Verified By:            Harris Hollans, H.J. Porter & Associates
Date Verified:          04/02/1997
Rights Conveyed:        Leased Fee Interest
Land Size:              12.49 Acres
Access/Visibility:      Good/Good
Highest & Best Use:     Neighborhood Shopping Center
Parking:                359                        Parking Ratio: 4.63
Building Size:          76,365 SF(NRA)
Land:Bldg Ratio:        7.1
Year Built:             1997
Condition:              New
Building Description:   Red brick veneer front over concrete block wall.
                        Reinforced concrete slab. Single ply membrane roof.
                        Raised seam metal and canvas awning.
Anchors:                Winn Dixie (51,282 sq.ft.), Revco (9,240 sq.ft.)
Anchor - Sq. Ft.:       60,522                     Anchor %: 79.25
Local:                  Various regional, national, & local
Local - Sq. Ft.:        15,843                     Local %: 20.75
Lease Information:      Winn Dixie rent was $8.00 per sq.ft. Revco rent was
                        $8.00 per sq.ft. Local rents were pro-forma $11.50,
                        actual was $12.50 per sq.ft. Anchor expense
                        contributions were estimated at $.99 per sq.ft.
                        with local tenants at $1.38 per sq.ft.


                                                 H. J. Porter & Associates, Inc.

SALES COMPARISON APPROACH - (CONTINUED)                                       60

Sale #4 (Continued)

ANALYSIS


(1|2|3) *Source                            TOTAL $ AMOUNT         $ PER SF (NRA)
                                           --------------         --------------
(A\E\F)          Potential Gross Income:         $756,072            $9.90
(A\E\F)          Vac & Credit Loss:               $17,613            $0.23
                                                  -------            -----
(A\E\F)          Effec. Gross Income:            $738,459            $9.67
(A\E\F)          Less Expenses:                  $112,823            $1.48
                                                 --------            -----
(S\E\F)          Net Oper. Income                $625,636            $8.19


     ==========================================================================
*    Field 1:             S=Seller           B=Buyer               A=Appraiser
     Field 2:             A=Actual           E=Estimated
     Field 3:             P=Prior Year       F=Year Following
     ==========================================================================

INDICATORS OF VALUE:                        Price Per SF (NRA):       $84.99
                                            PGIM:                     8.58
                                            EGIM:                     8.79
                                            R(o):                     9.6400%
                                            Expense Ratio:            15.28%

Remarks: The total Gross Building Area of the shopping center was 77,557 sq.ft.
Local tenant space was projected to be 100% leased prior to completion. The sale of the property was also negotiated prior to completion. Estimated completion date was July 1997. There were five out-parcel lots at the center which were not included in the transaction. Significant site work was necessary for development. Estimated site work totaled $85,000 per acre. Out-parcels were marketed to Wendy's, New York Bagel, and Boston Market.

H. J. Porter & Associates, Inc.


[GRAPHIC OMITTED]

[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED)                                       61

Sale #5
Address/Location:       Ensley Square Shopping Center
                        Northeast Corner of Nine Mile Road and Palofax Highway
                        Pensacola, Florida
Grantor:                Noro - Ensley Square Holdings BV
Grantee:                Branch / HOP Associates, L.P.
Sale Date:              11/15/1995
Sale Price:             $3,450,000
Cash Equiv Price:       $3,450,000
Terms:                  Cash Buyer assumed loan of $1,518,700 at a reported
                        market level rate.
                        No known affect on sale price.
Recorded:               O.R. Book 3872 Page 477; Escambia County
Verified By:            Terry Hoffman, MAI - Hoffman & Associates
Rights Conveyed:        Leased Fee
Land Size:              6.41 Acres
Access/Visibility:      Good/Good
Highest & Best Use:     Shopping Center
Building Size:          60,630 SF(NRA)
Land:Bldg Ratio:        4.61
Year Built:             1976
Condition:              Average
Building Description:   One story masonry and wood exterior neighborhood
                        shopping center.
                        Built up flat roof.
Anchors:                Delchamps
Anchor - Sq. Ft.:       38,427                         Anchor %: 63.4
Local:                  Radio Shack, GTE Mobile Net, Vick's Cleaners, Isey's
                        Pet Center, Ann's Hallmark, Northwest Financial,
                        Delchamp's Liquor, etc.
Local - Sq. Ft.:        22,203                         Local %: 36.6
Lease Information:      Tenants pay a pro-rata share of CAM, Taxes, and
Insurance.

                                                 H. J. Porter & Associates, Inc.

SALES COMPARISON APPROACH - (CONTINUED)                                       62

Sale #5 (Continued)

ANALYSIS

(1|2|3) *Source                            TOTAL $ AMOUNT         $ PER SF (NRA)
                                           --------------         --------------
(A\E\F)          Effective Gross Income          $454,218             $7.49
(A\E\F)          Expenses                         $90,843             $1.50
                                                  -------             -----
(A\E\F)          Net Oper. Income                $363,375             $5.99


     ==========================================================================
*    Field 1:             S=Seller           B=Buyer               A=Appraiser
     Field 2:             A=Actual           E=Estimated
     Field 3:             P=Prior Year       F=Year Following
     ==========================================================================


INDICATORS OF VALUE:                         Price Per SF (NRA):     $56.90
                                             PGIM:                   N/A
                                             EGIM:                   7.60
                                             R(o):                   10.53%
                                             Expense Ratio:          20%

Remarks: Verification of effective gross income was through the purchaser's agent. Net income was estimated based on discussions with the agent.

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

IMPROVED SALES MAP


SALES COMPARISON APPROACH - (CONTINUED) 63

The sales detailed above are compared and adjusted to the subject for pertinent items of difference as:

=========================================================================================================
                                   SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
=========================================================================================================
Comp. Number              Subject           #1            #2             #3             #4             #5

Center Name                             Vill @        Middle     North Hixson    Hillcrest   Ensley Square
                                         Moody         Beach

Grantor                            FS Partners       Sembler     North Hixon     Hill. Ltd           Noro

Grantee                            Birm.Realty       Secured     Amberjack.          Conf.         Branch
                                                                                                      Ltd
Cash Eq.Sale Price                  $4,485,000    $5,777,000     $4,760,000     $6,490,000     $3.450,000
                          10/17/97     2/14/96        9/9/94         3/4/96         7/1/97       11/15/95
Gross Leasable Area         68,680      60,800        69,877         63,270         76,365         60,630

Sale Price/Sq.Ft.                       $73.77        $82.65         $75.23         $84.99         $56.90

NOI                       $508,870    $436,470      $582,000       $485,493       $625,636       $363,375

NOI per Sq. Ft.              $7.41       $7.18         $8.33          $7.67          $8.19          $5.99

EGIM                                      8.56          7.90           7.80           8.79           7.60
==========================================================================================================
ADJUSTMENTS                                 #1            #2             #3             #4             #5

Conditions of Sale                      Normal        Normal         Normal         Normal         Normal
                                         $0.00         $0.00          $0.00          $0.00          $0.00
Market Conditions/Time                    8.4%         15.5%           8.1%           1.5%           9.6%
@ 5% Per Year
==========================================================================================================
Preliminary Adj.Price/Sq.Ft.            $79.96        $95.46         $81.33         $86.26         $62.37
==========================================================================================================
PHYSICAL DIFFERENCES                        #1            #2             #3             #4             #5
NOI Adjustment                            3.2%        -11.0%          -3.4%          -9.6%          23.6%
Overall Adjustment                       $2.56      ($10.50)        ($2.77)        ($8.28)         $14.72
Final Adjusted Price/Sq. Ft. of Bldg    $82.52        $84.96         $78.56         $77.98         $77.09
==========================================================================================================

H. J. Porter & Associates, Inc.


SALES COMPARISON APPROACH - (CONTINUED) 64

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:         No adjustment indicated.

TIME:                      Considers an increase of 5% per year based on
                           analysis of the overall capitalization rates of the
                           comparable sales and range of rates from the five
                           methods considered in the Income Approach.

NET OPERATING INCOME:      The comparable sales were adjusted to the subject
                           based on the difference in net operating income.
                           The physical and economic characteristics such as
                           condition, age, vacancy, size, and location are
                           reflected in a property's net operating income. As
                           indicated in the following table, there is a direct
                           relationship between the sale price per square foot
                           and net operating income per square foot.

                                ===================
                                 SP/SF       NOI/SF
                                -------------------
                                $73.77       $7.18
                                $82.65       $8.33
                                $75.23       $7.67
                                $84.99       $8.19
                                $56.90       $5.99
                                ===================

The adjustment for NOI is based on the following formula: the comparable sales NOI per square foot is subtracted from the subject's estimated NOI per square foot and the difference is divided by the comparable's NOI per square foot.

The comparable sales present an adjusted range of value from $77.09 to $84.96 per square foot. Most emphasis was placed on Sales No.1 through No.4, as they are most similar in terms of overall effective age. Based on this analysis, with consideration given to the non-terminability of the Winn Dixie lease and the subject's cross collateralization, the subject's value is estimated at $80.00 per square foot.

Based on these adjusted sales, the subject property is valued by direct comparison as:

68,680 Sq.Ft. GLA @ $80.00    =                                $5,494,400
                              Rounded                          $5,490,000


                                                 H. J. Porter & Associates, Inc.


SALES COMPARISON APPROACH - (CONTINUED) 65

The Effective Gross Income Multipliers (EGIM) derived from the above sales are highlighted as:

SALE #       EGIM
------       ----
  1          8.56
  2          7.90
  3          7.80
  4          8.79
  5          7.60

The Effective Gross Income Multipliers of the five comparable sales range from 7.6 to 8.79. Based on these sales, with consideration given to declining interest rates, the subject's EGIM is estimated at the high end of the range. The subject is valued by EGIM as:

$558,421 EGIM x 8.70 = $4,858,263 Rounded $4,860,000

Due to discrepancies between the sales and the subject property with regard to expense collections, expense ratios and reimbursement income, the price per square foot technique is considered the most reliable in this instance. Considering this factor, the concluded prospective market value estimate "At Stabilized Occupancy" by the Sales Comparison Approach is $5,450,000.

H. J. Porter & Associates, Inc.


66

RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach....................................................... $4,980,000

This approach is felt to be reliable, being based on a respected national cost service's figures as well as actual cost of other centers. The land value is based on recent commercial land sales from the subject's market area and is felt to be well supported. This approach is given secondary consideration to the Income Approach.

Income Approach..................................................... $5,650,000

This approach is felt to be most indicative of the subject's value. It best reflects current and projected market conditions as they relate to the subject and mirrors the actions of investors in today's market. Overall, this approach is afforded greatest consideration.

Sales Comparison Approach........................................... $5,450,000

This approach is based on recent sales of other neighborhood shopping centers. Due to discrepancies between the sales and the subject property with regard to expense collections, expense ratios and reimbursement income, the price per square foot technique is considered the most reliable in this instance. This approach is afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the subject's leased fee interest, has a prospective market value "At Stabilized Occupancy", as of October 17, 1997, of:

FIVE MILLION SIX HUNDRED THOUSAND DOLLARS
($5,600,000)

Divided As:           Improvements                       $4,794,000
                      Land                                $ 806.000
                                                         ----------
                      Total                              $5,600,000


                                                 H. J. Porter & Associates, Inc.


67

VALUATION - "AS IS"

The value "As Is" is calculated by subtracting the estimated value loss due to rent loss and the costs associated with the outstanding tenant improvement allowance from the prospective market value "At Stabilized Occupancy". The subject property is currently 100% leased. However, it will be approximately two months before the Movie Gallery lease commences. Thus, there is a rent loss associated with this lease. Also, the landlord is providing Movie Gallery with a $31,500 tenant improvement allowance to be paid within 10 days from when tenant opens for business.

Considering the two month period before commencement, the first year vacancy on the shop space equates to 17% (2 months vacant/12 months). The rent loss is estimated by comparing the net operating income "At Stabilized Occupancy" with the estimated net operating income considering the two month rent loss. The value loss due to rent loss and the outstanding tenant improvement allowance is presented on the following page.

H. J. Porter & Associates, Inc.


VALUATION - "AS IS" - (CONTINUED)                                             68

================================================================================
         VALUE LOSS DUE TO RENT LOSS AND OUTSTANDING TENANT IMPROVEMENTS
================================================================================
POTENTIAL GROSS INCOME               Income/Expenses             Income/Expenses
                                     At Stabilized Occupancy               As Is
                                     -----------------------               -----
Anchor Tenants

 Winn Dixie                              $343,200                      $343,200

 Scotty's                                $124,250                      $124,250

Subtotal                                 $467,450                      $467,450

Non-Anchor Tenants

 Movie Gallery                            $53,568                       $53,568

Subtotal

Total Rental Income                      $521,018                      $521,018

Expense Contributions

 Scotty's                                 $32,603                       $32,603

Non-Anchor Tenants

  CAM Admin., St. Res., Mgt.                   $0                            $0

  CAM, Tax, Ins.                           $7,872                        $7,872

                                          $40,475                       $40,475

POTENTIAL GROSS INCOME                   $561,493                      $561,493

Less Vacancy and Collection Loss

Non-Anchor Tenants Rent
 + Exp. Contributions @    5%              $3,072            17%        $10,445

EFFECTIVE GROSS INCOME                   $558,421                      $551,048

Less Expenses:

     Management:         4.0%              $7,006                        $6,748

     Ad. Val. Tax                         $15,694                       $15,694

     Insurance                            $16,051                       $16,051

     CAM                                   $8,600                        $8,600

     St. Maint.                            $1,700                        $1,700

     Misc. Admin.                            $500                          $500

Total Expenses                            $49,551                       $49,293

NET OPERATING INCOME                     $508,870                      $501,755

Value Loss Due to Rent Loss:                        $7,116
Add: Outstanding Tenant
  Improvement Allowance:                           $31,500
Total Value Loss                                   $38,616
                                         Rounded:  $40,000


H. J. Porter & Associates, Inc.


VALUATION - "AS IS" - (CONTINUED) 69

Based on the above analysis, it is concluded that the subject has an "As Is" market value estimate as of August 9, 1997, of:

CONCLUDED PROSPECTIVE MARKET VALUE
"AT STABILIZED OCCUPANCY:                                             $5,600,000

LESS: VALUE LOSS ASSOCIATED WITH RENT LOSS
AND OUTSTANDING TENANT IMPROVEMENT ALLOWANCE:                         $   40,000
                                                                      ----------

CONCLUDED "AS IS" MARKET VALUE ESTIMATE:                              $5,560,000

H. J. Porter & Associates, Inc.


70

CERTIFICATION

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

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

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

3. Neither party signing this report has a present or prospective interest in the property that is the subject of this report, nor do they have any personal interest or bias with respect to the parties involved.

4. Our compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of; this report. Our compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of stipulated result, or the occurrence of a subsequent event.

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

6. The use of this report is subject to the requirements of the Appraisal Institute and the applicable Real Estate Appraisers Board relating to review by its duly authorized representatives.

7. This assignment was made subject to regulations of the applicable State Real Estate Appraisers Board. The undersigned state certified appraiser has met the requirements of the board that allow this report to be regarded as a 'certified appraisal'.

8. Howard J. Porter, Jr., MAI, CCIM, is currently certified under the continuing education program of the Appraisal Institute.

9. Howard J. Porter, Jr., MAI, CCIM, has not made a personal inspection of the property that is the subject of this report.

H. J. Porter & Associates, Inc.


71

CERTIFICATION - (CONTINUED)

10. Matthew S. Rice, Associate, has made a personal inspection of the property that is the subject of this report.

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

12. This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan.

13. Based upon the foregoing investigations and analysis, it is our opinion that the subject property has leased fee market value estimates as follows:

Prospective Market Value Estimate
"At Stabilized Occupancy"
As of October 17, 1997

FIVE MILLION SIX HUNDRED THOUSAND DOLLARS
($5,600,000)

"As Is" Market Value Estimate:
As of August 9, 1997

FIVE MILLION FIVE HUNDRED SIXTY THOUSAND DOLLARS
($5,560,000)

/s/ Howard J. Porter                                11/13/97
-----------------------------------------           --------
Howard J. Porter, Jr., MAI, CCIM                    Date
Certified General Real Property Appraiser
Alabama Certificate #G51


/s/ Matthew S. Rice                                 11/13/97
-----------------------------------------           --------
Matthew S. Rice, Associate                          Date
Certified General Real Property Appraiser
Florida Temporary Practice Permit #0001152

H. J. Porter & Associates, Inc.


72

EXHIBITS

    Location Map................................................  Facing Page 3
    Area Map....................................................  Facing Page 9
    Subject Photographs......................................... Facing Page 13
    Site Plan................................................... Facing Page 15
    Land Sales Map.............................................. Facing Page 28
    Rental Comparable Map....................................... Facing Page 35
    Improved Sales Map.......................................... Facing Page 63

ADDENDUM II
    Korpacz Real Estate Investor Survey
    Engagement Letter
    Assumptions and Limiting Conditions
    Qualifications

                                                 H. J. Porter & Associates, Inc.


LEASE SYNOPSIS

Tenant:                     Winn-Dixie Montgomery, Inc.

Area:                       44,000 Sq. Ft.

Term:                       20 years

Lease Expiration:           08/20/15 (According to rent roll)

Renewal Options:            6 option for 5 years each at same rent and terms

Minimum Rental:             $343,200/year, or $7.80/sf

Percentage Rent:            1% over natural breakpoint

Expenses:                   Winn-Dixie will be responsible for
                            building and grounds maintenance, ad
                            valorem taxes, and property
                            insurance on their delineated area.
                            This is a triple net lease wherein
                            the tenant is responsible for a
                            expenses associated with the
                            operation of the property.

Repairs by Landlord:        None

Repairs by Tenant:          All

Subletting:                 Tenant has right to use, vacate, assigned, sublet
                            in whole or part for retail food store or any other
                            lawful use.

Subordination:              Yes

Non-Terminability:          This lease shall not terminate and the Tenant shall
                            not have any right to terminate this lease during
                            the Term. Basic rent and all other sums payable by
                            Tenant shall be paid without notice or demand, and
                            without set-off, counterclaim, recoupment,
                            abatement, suspension, deferment, diminution,
                            deduction, or defense.

                            It is the intention of this lease
                            that the obligations of the Tenant
                            shall be separate and independent
                            covenants and agreements, and that
                            Basic Rent and all other sums
                            payable by Tenant shall continue to
                            be payable in all events, and that
                            the obligations of Tenant shall
                            continue unaffected.


                                                 H. J. Porter & Associates, Inc.


LEASE SYNOPSIS

Tenant:                     Scotty's

Area:                       19,880 Sq. Ft.

Term:                       10 years

Lease Expiration:           02/28/06 (according to rent roll)

Renewal Options:            Three, five year renewal options

Minimum Rental:             $6.25/Sq. Ft.

Percentage Rent:            2% of gross receipts over $3,500,000.

Expense Contributions:

         C.A.M.             Pro-rata share
         Tax                Pro-rata share
         Insurance          Pro-rata share
         Structural Res.    None
         Management Fee     None

Utilities Paid By:          Tenant

Repairs by Landlord:        Roof, outer walls, structural portions of the
                            building, water, gas, and electrical lines leading
                            to the leased premises, and replacement of HVAC
                            equipment in the event said equipment can not be
                            satisfactorily repaired due to ordinary wear and
                            tear and requires replacement. Also, landlord is
                            responsible for repairs caused by natural disaster
                            such as fire, flood windstorm, etc.

Repairs by Tenant:          All maintenance
                            replacement and repairs necessary to
                            keep leased premises in good state
                            of repair except for the above
                            mentioned items that are the
                            landlord's responsibility.

Parking:                    5 spaces per 1,000 sf of leasable area

Subletting:                 Yes, with Lessor's written permission

Subordination:              Yes


                                                 H. J. Porter & Associates, Inc.


LEASE SYNOPSIS

Tenant:                     M.G.A., Inc. (Movie Gallery)
Area:                       4,800 Sq. Ft.
Term:                       5 Years

Lease Commencement:         Projected for October 17, 1997 (60 Days from
                            turnover date of 8/18/97)

Renewal Options:            Two, three-year options

Minimum Rent:               Years 1-3 - $11.16 per Sq. Ft.
                            Years 4-5 - $12.25 per Sq. Ft.
                            Option Period One: $13.50 per Sq. Ft.

Percentage Rent:            None
Expense Contributions:
         C.A.M.             Pro-rata share
         Tax                Pro-rata share
         Insurance:         Pro-rata share
         Structural Res.    None
         Management Fee     None

Repairs by Landlord:        Roof, exterior walls, foundation, sprinkler
                            systems, exterior canopies, and structural
                            components. Landlord warrants HVAC equipment for 1
                            yr.

Repairs by Tenant:          HVAC repairs and interior repairs.  Tenant's HVAC
                            repairs shall be limited to $250 per occurance and
                            $500 per year. However, if new HVAC units are
                            installed by landlord, the above repair limits
                            shall not apply.

Parking:                    No requirement

Subletting:                 Requires written permission from landlord

Remarks:                    Tenant has the right to terminate the lease by
                            giving 30 days written notice if Winn Dixie closes
                            for business. Landlord agrees to contribute $31,500
                            for tenant improvement allowance to be paid within
                            10 days from when tenant opens for business. The
                            sprinkler system is not currently in working order.
                            If tenant's ability to obtain necessary city or
                            other governmental permits or approvals requires
                            any sprinkler improvements, landlord will take such
                            steps as to bring the sprinkler system to good
                            working order.


                                                 H. J. Porter & Associates, Inc.

========

KORPACZ

NATIONAL STRIP SHOPPING CENTER MARKET

The trend toward investors focusing on retail acquisitions continues this quarter. They believe that since the prices of other property types have been bid up, retail offers better relative values. "We're seeing the beginning of a run up in retail again," says one participant. The major interest tends to be on neighborhood and community centers.

The optimum size of the ideal strip shopping center is 100,000 square feet to 130,000 square feet, but investors will also consider larger properties, especially if there is the potential to put in other anchor stores such as Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are smaller than 100,000 square feet, some portfolios may have centers as small as 70,000 square feet and as large as 200,000 square feet. "But there you have to take good with bad," comments a participant. The supply of available strip centers is plentiful, but is hard to find those of optimum size that are anchored by a market-dominant grocery store.

The importance of the grocery anchor is based on its capability to generate traffic in the center, which greatly enhances the landlord's ability to lease the in-line stores. The traffic increases in-line store sales volume, which mitigates the risk of ownership and provides the investor with the requisite yield from such a center.

The size of the grocery anchor is also significant in its competitive position. Although the optimum size varies by market in major metropolitan areas between 50,000 square feet and 75,000 square feet ideal. In smaller markets a 40,000-square-foot store can be successful. However, the older 25,000-square-foot stores are considered functionally obsolete.

Over the next 12 months, prices in the national strip center market are expected to remain stable or drop slightly. Survey participants put the average decrease at 1.78%.

TABLE 7
NATIONAL STRIP SHOPPING CENTER MARKET
SECOND QUARTER 1997

Key indicators in the national strip shopping center market support the expectation of stagnant values for the year. Again this quarter, the changes in indicators are small. The average discount rate (IRR) increased 2 basis points (see Table 7). This follows a 10 basis-point decrease last quarter.

The average overall cap rate (OAR) decreased 1 basis point to 9.84%. Highly desirable centers trade at cap rates between 8.00% and 10.00%, but most close at cap rates between 10.00% and 11.00%.

Strip shopping centers have long been perceived to pose higher investment risk than regional malls, and both IRRs and going-in cap rates have reflected a premium for the higher risk. In fourth quarter 1996, however, for the first time since we began tracking the national strip shooting center market in fourth quarter 1991, the average IRR fell below the national regional mall market average IRR. This quarter the rates are 11.55% and 11.75%, respectively.

The strip shopping center OAR is still considerably higher than the regional mall rate. The spread between the two had narrowed during 1996. However, last quarter's 7-basis-point increase in the strip shopping center OAR widened the gap again. The current OAR premium is 127 basis points. It was 173 one year ago. By comparison, the national power center OAR is 9.58%, 26 basis points lower than the strip shopping center rate.

Investors would like to acquire portfolios of neighborhood and community shopping centers are that located in one region, thus presenting the opportunity for management and leasing efficiencies. These are difficult to find, however, and are priced at a premium. |_|

                                CURRENT            LAST              YEAR
KEY INDICATORS                  QUARTER           QUARTER            AGO
===========================  ===============  ===============  ================
Discount Rate (IRR)(a)
===========================  ===============  ===============  ================
RANGE                        10.00%-14.00%     10.00%-14.00%      10.00%-14.00%
AVERAGE                          11.55%           11.53%             11.74%
CHANGE (Basis Points)             --                +2.                -19
===========================  ===============  ===============  ================
Overall Cap Rate (OAR)(a)
===========================  ===============  ===============  ================
RANGE                         8.25%-13.00%     8.25%-13.00%       8.25%-13.00%
AVERAGE                          9.84%             9.85%              9.90%
CHANGE (Basis Points)             --                -1                 -6
===========================  ===============  ===============  ================
Market Rent Change Rate(b)
===========================  ===============  ===============  ================
RANGE                         0.00%-6.00%       0.00%-6.00%        0.00%-6.00%
AVERAGE                          2.83%             2.73%              2.60%
CHANGE (Basis Points)             --                +10                +23
===========================  ===============  ===============  ================
Expense Change Rate(b)
===========================  ===============  ===============  ================
RANGE                         0.00%-5.00%       0.00%-5.00%        2.00%-5.00%
AVERAGE                          3.58%             3.67%              3.99%
CHANGE (Basis Points)             --                -9                 -41
===========================  ===============  ===============  ================
Residual Cap Rate
===========================  ===============  ===============  ================
RANGE                         8.25%-12.00%     8.25%-12.00%       8.25%-13.50%
AVERAGE                          9.92%             9.92%             10.13%
CHANGE (Basis Points)             --                 0                -21

a. Rate on unleveraged, all-cash transactions
b. Initial rate of change

H. J. Porter & Associates, Inc.


[H.J. PORTER ASSOCIATES - LETTERHEAD]

July 31, 1997

Mr. Anthony Rokovich
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

Re: Agreement for Appraisal Services

Dear Mr. Rokovich:

Please allow this to serve as our proposal and agreement for appraisal services on the properties described below.

Property To Be Appraised

The real estate to be appraised is briefly described as:

59 West Shopping Center                     29 North Shopping Center
700 Academy Drive                           1550 South U.S. Highway 29
Bessemer, AL                                Cantonment, FL

Clanton Marketplace                         Nine Mile Plaza Shopping Center
Highway 31 & Ollie Avenue                   312 East Nine Mile Road
Clanton, AL                                 Pensacola, FL

Betts Crossing Shopping Center              Parker Shopping Center
1441 Fox Run Parkway                        208 South Tyndal Parkway
Opelika, AL                                 Parker, FL

Opp Marketplace                             The "T" Shopping Center
507 E. Cummings Road                        17184 Front Beach Road
Opp, AL                                     Panama City Beach, FL

Greenbrier Station Shopping Center          Mandeville Marketplace
1408 Golden Springs Road                    619 N. Causeway Blvd.
Anniston, AL                                Mandeville, LA

Russell Crossing Shopping Center
U.S. Highway 280 and Stadium Drive
Phenix City, AL

123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o (334)826-8682 o Fax (334)826-3827 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o Fax (205)879-3762 418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

Real Estate Research, Appraisal & Counseling


Mr. Rokovich
July 31, 1997

page 2

Purpose Of The Appraisal

These appraisals will be made to determine the market value of the leased fee interest of the subject real estate. The term "market value" is as defined in the Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Standards Board of the Appraisal Foundation.

Function Of The Appraisal

It is understood that these appraisals have been requested to function as an underwriting guide for mortgage loan purposes and for use in the securitization of the mortgage. Accordingly, these appraisals may be provided by Merrill Lynch to potential investors in a securitization or other sale of the mortgage loan(s).

Scope Of The Appraisal

The scope of this assignment shall include, but not be limited to:

1) Personal contact with the owner or his representative to arrange an on-site inspection.
2) On-site inspection of the site and improvements.
3) Review of public records pertaining to the subject.
4) Research into public records and interviews with Realtors(R), management agents, owners, developers, and other appraisers as deemed pertinent, to locate comparable data.
5) Analysis of comparable data and completion of the Cost, Market, and Income Approaches to value as may be deemed applicable.

Report and Delivery

The appraisals will be complete analyses communicated in self-contained narrative reports with all supporting information and exhibits included.

The appraisals will be made in conformance with the Standards of Professional Practice and Code of Ethics of the Appraisal Institute. As such, the reports shall be subject to their review. The appraisals shall also conform to the Uniform Standards of Professional Appraisal Practice as set by the Appraisal Standards Board of the Appraisal Foundation.

The date of appraisals shall be made effective as of the dates of inspection. The reports will be addressed to Mr. Anthony-Rokovich, Merrill Lynch. Additionally, the properties will be valued as of the estimated dates of completion of improvements and as of the estimated date of stabilized occupancy, as may be applicable.

Three (3) copies of the completed reports will be delivered within four weeks of receipt of your authorization to proceed and the required information noted below.

Fee

Our fee for this assignment shall be Forty Six Thousand Dollars ($46,000.00) due and payable on delivery of the completed reports. Any amount past due over thirty (60) days shall be subject to a late charge of 1-1/2% per month.

H.J. Porter & Associates


Mr. Rokovich
July 31, 1997

page 3

The fee charged is for the appraisal reports requested. Should revisions be requested due to a change in basic requirements by the client, an additional fee will be charged. Consultations and, if requested in advance, court testimony, stand by, depositions or pre-trial conferences will be charged at a per diem rate of One Thousand Dollars ($1,000.00). Should additional copies of the report be required, they will be made available on reasonable notice at a charge of One Hundred Dollars ($100.00) per copy.

Client Relationship

It is understood that Merrill Lynch is considered to be the Client of H. J. Porter & Associates. Accordingly, it shall be responsible for payment of all fees due hereunder. Unless authorized in writing, the personnel of H. J. Porter & Associates are not authorized to, nor will they divulge or discuss any of the findings or conclusions of the appraisal with anyone other than the client.

Information Required

In order to undertake this assignment we will need the following items for each property to begin work. It is my understanding that the borrower, Newton, Oldacre, McDonald will provide this information.

o Legal name and address of owner
o Copy of all current leases on the subject property.
o Transaction data on any sales of the subject (or a portion thereof) during the past five (5) years.
o Ad Valorem tax information.
o Insurance information including limits of coverage, carrier, annual premium, and agent.
o Current year to date and prior three years income and expense history.
o Survey and legal description of property to be appraised.
o Plot plan.
o Results of any environmental site assessments or testing for hazardous materials.

Upon receipt of the information noted above and an executed copy of the agreement, we will begin work on this assignment. This proposal shall remain open for a period of one week from the above date. If not executed by that date the delivery time and fee quoted are subject to change.

Your choice of us for this assignment is appreciated.

Yours very truly,

/s/ David P. Mullins
-------------------------
David P. Mullins, MAI
H. J. Porter & Associates

The above terms and conditions are acceptable and you are authorized to proceed as of this ____ day of ______, 1997. It is understood that the fee agreed upon is due and payable on delivery of the report and by executing this agreement agree to responsibility for this fee.

Client:

By: /s/ Lawrence Milli
----------------------
Its: Director

H.J. Porter & Associates


ASSUMPTIONS AND LIMITING CONDITIONS

1. COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

Possession of this report or any copy thereof does not carry with the right of publication, nor may it be used for other than its intended use. The report may not be used for any purpose by any person or corporation other than the client or the party to whom it is addressed or copied without the written consent of the appraiser, and then only in its entirety.

Neither all nor any part of the contents of this report shall be conveyed to the public through advertising, public relations efforts, news, sales, or other media, without the written consent and approval of the appraiser, nor may any reference be made in such a public communication to the Appraisal Institute or the MAI designation.

2. CONFIDENTIALITY:

The appraiser may not divulge the material (evaluation) contents of the report, analytical findings or conclusions, or give a copy of the report to anyone other than the client or his designee as specified in writing except as may be required by the Appraisal Institute as they may request in confidence for ethics enforcement, or by a court of law or body with the power of subpoena.

This appraisal is to be used only in its entirety and no part is to be used without the whole report. All conclusions and opinion concerning the analysis are set forth in the report and were prepared by the Appraiser whose signature appears on the appraisal report, unless indicated as "Review Appraiser". No change of any item in the report shall be made by anyone other than the Appraiser and/or officer of the firm. The Appraiser and firm shall have no responsibility if any such unauthorized change is made.

3. INFORMATION USED:

No responsibility is assumed for accuracy of information furnished by or from others, the client, his designee, or public records. We are not liable for such information or the work of possible subcontractors. The comparable data relied upon in this report has been confirmed with one or more parties familiar with the transaction or from affidavit; all are considered appropriate for inclusion to the best of our factual judgement and knowledge.

H. J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4. TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

The contract for appraisal, consultation or analytical service, are fulfilled and the total fee payable upon completion of the report. The appraiser or those assisting in the preparation of the report will not be asked or required to give testimony in court or hearing because of having made the appraisal, in full or in part, nor engage in post appraisal consultation with client or third parties except under separate and special arrangement and at additional fee.

5. EXHIBITS:

The sketches and maps in this report are included to assist the reader in visualizing the property and are not necessarily to scale. Various photos, if any, are included for the same purpose and are not intended to represent the property in other than actual status, as of the date of the photos. Site plans are not surveys unless shown from separate surveyor.

6. LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN COMPONENTS, SOIL:

No responsibility is assumed for matters legal in character or nature, nor matters of survey, nor of any architectural, structural, mechanical, or engineering nature. No opinion is rendered as to the title, which is presumed to be good and merchantable. The property is appraised as if free and clear, unless otherwise stated in particular parts of the report.

The legal description is assumed to be correct as used in this report as furnished by the client, his designee, or as derived by the appraiser.

The appraiser has inspected as far as possible, by observation, the land and the improvements thereon; however it was not possible to personally observe conditions beneath the soil or hidden structural, or other components. We have not critically inspected mechanical components within the improvements and no representations are made herein as to these matters unless specifically stated and considered in the report. The value estimate considers there being no such conditions that would cause a loss of value. The land or the soil of the area being appraised appears firm, however subsidence in the area is unknown. The appraiser does not warrant against this condition or occurrence of problems arising from soil conditions.

H.J. Porter & Associates


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

The appraisal is based on there being no hidden, unapparent, or apparent conditions of the property site, subsoil, or responsibility is assumed for any such conditions or for any expertise or engineering to discover them. All mechanical components are assumed to be in operable condition and status standard for properties of the subject type. Conditions of heating, cooling, ventilating, electrical and plumbing equipment is considered to be commensurate with the condition of the balance of the improvements unless otherwise stated. No judgement is made as to adequacy of insulation, type of insulation, or energy efficiency of the improvements or equipment.

7. RELATING TO THE AMERICAN WITH DISABILITIES ACT:

The Americans with Disabilities Act ("ADA") became effective January 26, 1992. The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since there is no direct evidence relating to this issue, possible non-compliance with the requirements of ADA in estimating the value of the property has not been considered.

8. LEGALITY OF USE:

The appraisal is based on the premise that, there is full compliance with all applicable federal, state and local environmental regulations and laws unless otherwise stated in the report; further that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further, it is assumed that all required licenses, consents, permits, or other legislative or administrative authority, local, state, federal and/or private entity or organization have been or can be obtained or renewed for any use considered in the value estimate.

9. COMPONENT VALUES:

The distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. The separate valuations for land and building must not be used in conjunction with any other appraisal and are invalid if so used.

H.J. Porter & Associates


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10. AUXILIARY AND RELATED STUDIES:

No environmental or impact studies, special market study or analysis, highest and best use analysis study or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report. The appraiser reserves the unlimited right to alter, amend, revise or rescind any of the statements, findings, opinions, values, estimates, or conclusions upon any subsequent study or analysis or previous study or analysis subsequently becoming known to him.

11. DOLLAR VALUES, PURCHASING POWER:

The market value estimated, and the costs used, are as of the date of the estimate of value. All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate.

12. INCLUSIONS:

Furnishings and equipment of business operations except as specifically indicated and typically considered as a part of real estate, have been disregarded with only the real estate being considered in the value estimate unless otherwise stated.

13. PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

Improvements proposed, if any, on or off-site, as well as any repairs required are considered, for purpose of this appraisal to be completed in good and workmanlike manner according to information submitted and/or considered by the appraiser. In cases of proposed construction, the appraisal is subject to change upon inspection of property after construction is completed. This estimate of market value is as of the date shown, as proposed, as if completed and operating at levels shown and projected.

14. VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

The estimated market value is subject to change with market changes over time; value is highly related to exposure, time, promotional effort, terms motivation, and conditions surrounding the offering. The value estimate considers the productivity and relative attractiveness of the property physically and economically in the marketplace. The "Estimate of Market Value" in the appraisal report is not based in whole or in part upon the race, color or national origin of the present owners or occupants of the properties in the vicinity of the property appraised.

H. J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

In cases of appraisals involving the capitalization of income benefits, the estimate of market value is a reflection of such benefits and appraiser's interpretation of income and yields and other factors derived from general and specific market information. Such estimates are as of the date of the estimate of value; they are thus subject to change if the market is naturally dynamic.

15. MANAGEMENT OF THE PROPERTY:

It is assumed that the property which is the subject of this report will be under prudent and competent ownership and management; neither inefficient nor super efficient.

16. CONTINUING EDUCATION CURRENT:

The Appraisal Institute conducts a voluntary program of continuing education for its designated members. MAIs and RMs who meet the minimum of this program are awarded periodic certification. I am currently certified under the Appraisal Institute Voluntary Continuing Education Program.

17. FEE:

The fee for this appraisal or study is for the service rendered and not for the time spent on the physical report.

18. AUTHENTIC COPIES:

The authentic copies of this report are signed in blue ink. Any copy that does not have an original signature is unauthorized and may have been altered.

19. HAZARDOUS MATERIALS:

Unless otherwise stated in this report, the appraiser signing this report has no knowledge concerning the presence or absence of urea-formaldehyde foam insulation or asbestos containing material in existing improvements; if such materials are present the value of the property may be adversely affected and reappraisal at additional cost necessary to estimate the effects of such material.

20. Unless otherwise noted within the attached report, there are no items of FF&E included in the reported value. Any equipment included with the property in the value are only those items that are considered as an integral part of the realty, even though technically they could be legally considered as personalty.

H. J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21. NOTE:

ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES
ACCEPTANCE OF THE ABOVE CONDITIONS.

H. J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS
OF
HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with owners of income producing real estate. He is President of H J Porter & Associates, Inc. with offices located at:

H. J. Porter & Assoc., Inc. 631 Stage Road/P.O. Box 28 Auburn, AL 36830 (334) 826-8682

H. J. Porter & Assoc. of Birmingham #14 Office Park Circle Suite 230 Birmingham, AL 35223 (205) 871-3600

H. J. Porter & Assoc. of Montgomery 235 S. Court Street Montgomery, AL 36104 (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation (Certificate Number 5924). He has served as a member of the SREA Young Advisory Council (1977 & 1978). He served as President of the Birmingham SREA Chapter #106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is a Realtor(R) Member and past Vice-President of the Lee County Association of Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the Commercial Investment Real Estate Council of the National Association of Realtors(R). He is a member of the International Right of Way Association (Alabama Chapter #26) and is a panel member of the American Arbitration Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA) now merged as The Appraisal Institute. Additionally, he has credit for courses offered by the Real Estate Securities and Syndication Institute (RESSI) the Urban Land Institute (ULI), and the International Right of Way Association (IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for its designated members. MAIs and RMs who meet the minimum standards of this program are awarded periodic educational certification. He is currently certified under the Institute's voluntary continuing education program. Mr. Porter is currently a Certified General Real Property Appraiser in Alabama (Certificate #CG51) and a Certified Real Estate Appraiser in Georgia (Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the Jefferson County School System and graduated from Auburn University. His major fields of study were Economics and Finance with a B.S. Degree in Business Administration.

H. J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER, JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a Realtor(R) Member of the Lee County Association of Realtors(R). From 1974 through 1983 he was involved with appraisals, market research, syndication and consulting on various types of real estate. From 1983 through 1985 he was President of a regionally active development company headquartered in Auburn, Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn, Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and USPAP, has served as an adjunct faculty member in the Auburn University Department of Community Planning, and is an appraisal instructor for the International Right of Way Association. He also has given talks to various real estate related groups throughout Alabama. Mr. Porter has developed, constructed, owned, and managed investment real estate for his own and affiliated partnership's account.

REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

GOVERNMENTAL                                CORPORATE
------------                                ---------
U. S. Internal Revenue Service              Chrysler Realty Corp.
Jefferson County, AL                        McDonald's Corporation
Montgomery County, AL                       Norfolk Southern Railroad
State of Alabama DOT                        South Central Bell
U.S. Government Services Admin.             Diversified Products Corporation
U.S. Department of the Interior             INOUE SAKAE Co. (Japan)
U.S. Postal Service                         TIME/LIFE Corporation
Farmers Home Administration                 Baptist Medical Center (B'ham)
Birmingham Airport Authority                Alabama Power Company
Auburn University                           Southern Natural Gas
State of Alabama Department of Revenue

LENDERS                                     DEVELOPMENT
-------                                     -----------
South Trust Bank                            Colonial Properties, Inc.
Federal National Mortgage Association       Helms-Roark Development
New York Life Insurance Co.                 Beisel-Moss Development
Provident Mutual Life                       Shannon, Strobel & Weaver
Washington Mortgage Financial               Polar-BEK, Inc.
Columbus Bank & Trust Co.                   Southern Investment Properties
1st Interstate Mortgage (Chicago)           McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts in various Alabama counties. He has served as a Probate Commissioner for the Jefferson County and Lee County Probate Courts.

H. J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS
OF
MATTHEW S. RICE

CURRENT STATUS

Matthew S. Rice is involved in the appraisal of and consulting with owners of income producing real estate. He is an Associate Appraiser with H.J. Porter & Associates, Inc., with offices located at:

H.J. Porter & Assoc., Inc. 631 Stage Road/Box 28 Auburn, AL 36830 (334) 826-8682

H.J. Porter & Assoc. of Birmingham #14 Office Park Circle, Suite 230 Birmingham, AL 35223 (334) 871-3600

H.J. Porter & Assoc. Of Montgomery 235 S. Court Street Montgomery, AL 36104 (334) 262-8331

CERTIFICATION

Mr. Rice is currently a Certified General Real Property Appraiser in the State of Georgia (Certificate #4139) and the State of Alabama (Certificate #463).

EDUCATION

Mr. Rice is a 1985 graduate of the University of Georgia, with a degree in Economics. Professional education includes:

Course                                 Sponsor                  Location
------                                 -------                  --------
Real Estate Appraisal Principles       Appraisal Institute      Atlanta, GA
Standards of Professional Practice     Appraisal Institute      Atlanta, GA
Appraisal Procedures                   Appraisal Institute      Athens, GA
Basic Income Capitalization            Appraisal Institute      Chicago, IL

PROFESSIONAL EXPERIENCE

Assignments include the valuation of commercial properties in twenty-five states throughout the Nation. The scope of Mr. Rice's experience includes the appraisal of office buildings, industrial properties, retail buildings, single-family subdivisions, mobile home parks, vacant land, self storage facilities, and multi-family developments. Additionally, Mr. Rice has performed market studies to determine demand for potential self storage development, and market studies to determine subdivision lot pricing and absorption.


APPRAISAL REPORT

OF

RUSSELL CROSSING SHOPPING CENTER
U.S. HIGHWAY 280 AND TWENTIETH STREET
PHENIX CITY, ALABAMA

(CZ97-146R)

FOR

MR. LARRY MILLER
MERRILL LYNCH & CO.
WORLD FINANCIAL CENTER - NORTH TOWER
NEW YORK, NY 10281

AS OF

AUGUST 5, 1997

BY

HOWARD J. PORTER, JR., MAI, CCIM
GLEN E. HEINZELMAN, ASSOCIATE APPRAISER
H. J. PORTER & ASSOCIATES
1214 FIRST AVENUE, SUITE 130
COLUMBUS, GEORGIA 31901
(706) 324-4990

[LOGO]
H.J. Porter & Associates


[LOGO]
[H.J. PORTER & ASSOCIATES-LETTERHEAD]

August 20, 1997

Mr. Larry Miller
Merrill Lynch & Co.
World Financial Center- North Tower
New York, NY 10281

Re: Russell Crossing Shopping Center U.S. Highway 280 and Twentieth Street Phenix City, Alabama

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an appraisal of the above referenced property. The purpose of this appraisal was to determine the market value of the leased fee interest in the subject property, one of fifteen shopping centers to be included in a portfolio of retail shopping centers cross collateralized, under single management, and subject to stringent release provisions. As such, the estimated value of the subject property is subject to the above conditions. This complete appraisal communicated in a self contained narrative report has been prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP).

Based upon our investigation into the subject property, and its current economic environment, we are of the opinion that the market value of the leased fee interest in the subject property as of, August 5, 1997, is:

FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
($5,500,000)

Divided as:      Improvements                            $4,157,000
                 Land                                    $1,340,000
                                                         ----------
                 Total                                   $5,500,000

Please note that this report is subject to the contingent and limiting conditions as found in the addendum. It should be noted that our employment was not conditional upon our producing a specific value with a given range. Future employment prospects with Merrill Lynch are not

Real Estate Research, Appraisal & Counseling Birmingham, AL; Columbus, GA; Montgomery, AL; Auburn, AL


Mr. Larry Miller
August 20, 1997
Page #2

dependent upon our producing a specified value. Also, neither payment of our fee, nor our employment are/were based upon whether a loan application is approved or disapproved. We appreciate the opportunity to be of service to you in this matter.

The attached report is submitted in support of these conclusions.

Yours very truly,

/s/ Howard J. Porter, Jr.                       /s/ Glen E. Heinzelman
Howard J. Porter, Jr., MAI, CCIM                Glen E. Heinzelman, Associate
Certified General Real Property Appraiser       Licensed Real Property Appraiser
Alabama Certificate #G51                        Alabama Certificate #L12

[LOGO]

H.J. Porter & Associates


SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Identification:          Russell Crossing Shopping Center
                                  U.S. Highway 280 and Twentieth Street
                                  Phenix City, Alabama

Property Right Appraised:         Leased Fee Estate

Highest and Best Use
As Vacant and Improved:           Neighborhood Shopping Center

Date of Value:                    August 5, 1996

Site Data:                        7.71 Acres or 335,848 Sq. Ft.

Building Data:                    72,312 Sq. Ft. Divided As:
                                  Winn-Dixie -                 45,500 Sq. Ft.
                                  Big B Drugs -                 9,000 Sq. Ft.
                                  Shops 1-13 -                 17,812 Sq. Ft.
Estimated Land Value:             $1,343,000

Value Indications:
  Cost Approach                   $5,100,000
  Income Approach                 $5,510,000
  Market Approach                 $5,450,000

Market Value:                     $5,500,000

H.J. Porter & Associates, Inc.


TABLE OF CONTENTS

Intended Use of Appraisal .................................................    1
Environmental Considerations ..............................................    1
Scope of the Assignment ...................................................    1
Date of Value Estimate ....................................................    2
Exposure Period ...........................................................    2
Type Appraisal/Type Report ................................................    2
Property Ownership ........................................................    3
Property Location .........................................................    3
Zoning/Public Utilities ...................................................    3
Legal Description/Land Size ...............................................    4
Ad Valorem Tax Analysis ...................................................    5
Purpose of Appraisal/Definition of Value ..................................    6
Rights Appraised ..........................................................    6
Area Analysis - Columbus, Georgia/Phenix City, Alabama ....................    7
Neighborhood Analysis .....................................................   13
Site Analysis .............................................................   15
Description of Subject Improvements .......................................   16
Highest and Best Use ......................................................   18
The Appraisal Process .....................................................   20
Land Value- Direct Comparison .............................................   23
Cost Approach to Value ....................................................   28
Income Approach to Value ..................................................   31
Market Approach ...........................................................   52
Reconciliation and Final Value Estimate ...................................   70
Certification .............................................................   71

EXHIBITS
      Location Map ............................................    Facing Page 3
      State Map ...............................................    Facing Page 7
      Site Plan ...............................................   Facing Page 15
      Subject Photographs .....................................   Facing Page 16
      Land Sales Map ..........................................   Facing Page 26
      Rental Map ..............................................   Facing Page 38
      Improved Sales Map ......................................   Facing Page 67

REAR EXHIBITS

      Korpacz Real Estate Investor Survey
      Assumptions and Limiting Conditions
      Qualifications
      Stale of Alabama Certification

H.J. Porter & Associates, Inc.


INTENDED USE OF APPRAISAL 1

This appraisal has been requested to function as an underwriting guide for mortgage loan purposes and for use in securitization of mortgages. Accordingly, this appraisal may be provided by Merrill Lynch & Co. to potential investors in a securitization or other sale of mortgage loans.

ENVIRONMENTAL CONSIDERATIONS

According to a Phase I Environmental Site Assessment conducted August 7, 1987 by ATEC Associates, Inc., Consulting Engineers, there was no evidence of environmental hazards or liabilities at the subject sate or adjacent properties at that time. An inspection of the property on August 5, 1997 by the Associate Appraiser did not reveal any overt evidence of environmental contamination. A copy of the Environment Site Assessment is included in the rear exhibits. The appraised value contained herein assumes that the subject is free of any environmental contamination.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping centers to be included in a portfolio of retail properties which are cross collateralized, under single management, and subject to stringent release provisions.

The scope of the assignment includes undertaking the three traditional approaches to value with consideration given to the current status of the retail market in Phenix City, Alabama and the surrounding market area. In the Cost Approach, local real estate professionals and appraisers were contacted and a search of public records undertaken to locate comparable land sales. A detailed inspection of the site and improvements was made by the Associate Appraiser. Construction details were obtained from the physical inspection by the Associate and from plans prepared by Sanford Bell & Associates, Inc. dated June 3, 1993. Current cost estimates were obtained from the Marshall Valuation Service, a nationally recognized cost service indexed to the local market.

In the Income Approach to Value, a survey of local retail market conditions was made by interviews with local leasing and management agents to determine if the contract rents for the local tenant shop space was competitive and market oriented. Expense comparables were studied to estimate appropriate expense deductions. The resulting net operating income was capitalized into a value estimate with an overall capitalization rate. The comparable improved sales found in the Market Approach sold on direct capitalization of stabilized net operating income rather than discounted cash flow analysis. The overall capitalization rate was derived from market sales, built-up rates using current market rates for debt and equity, and from published investor surveys.

H.J. Porter & Associates, Inc.


SCOPE OF THE APPRAISAL- (CONTINUED) 2

The Sales Comparison or Market Approach was developed after a search for sales of similar shopping centers. To locate appropriate sale comparables, local realtors, appraisers, mortgage lenders, and developers were interviewed. The sales located were compared to the subject with adjustments made for items of differences.

After development of the three approaches, the value indications derived were reconciled to provide a value estimate for the subject property as of the effective date of appraisal.

DATE OF VALUE ESTIMATE

The subject property is valued as of August 5, 1997 which is the date the subject was physically inspected by the Associate Appraiser. The date utilized in preparing this appraisal was researched, gathered, and/or updated during the period August 5 through August 15, 1997. The date of the appraisal is August 20, 1997 the date of the transmittal letter.

EXPOSURE PERIOD

The estimated exposure time for the subject property, to obtain the values communicated herein, is estimated to have been within one year or less. This exposure period assumes competent sales and marketing efforts, the property is maintained in a marketable condition, and that the property is sold for "market value" as defined herein. The estimated exposure period is based upon the marketing period for the Comparable Improved Sales found in the Market Approach.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the appraisers have performed a "Complete" appraisal according to Standard Rule 1 and the communicated to the client in a "Self-contained Appraisal Report" in accordance with Standard Rule 2-2a.

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

Location Map


PROPERTY OWNERSHIP 3

The subject property is under the ownership of:

Newton Development, Inc. 250 Washington Street P.O. Box 680176 Prattville, AL 36067

To the best of our knowledge no other transactions involving the subject have occurred in the three years prior to the date of appraisal. Additionally, to the best of our knowledge, there are no offered pending to purchase the subject nor is it currently listed for sale.

PROPERTY LOCATION

The subject property is located at the northeast corner of U.S. Highway 280 and Twentieth Street within the corporate limits of Phenix City, Russell County, Alabama It is located by street address as:

Russell Crossing Shopping Center 2000 U.S. Highway 280 Phenix City, Alabama

ZONING/PUBLIC UTILITIES

The subject property is located in the city limits of Phenix City, Alabama and is subject to that city's zoning jurisdiction. The site is currently zoned C-4, Highway Commercial District, which allows shopping center use. This zoning classification calls for a minimum lot size of 15,000 sq. ft., minimum lot width of 75', maximum coverage ratio of 25 %, maximum height of 65' or five stories, and minimum setback requirements of 20 feet on the front, street side, and rear. This classification also calls for a minimum on-site parking ratio of 4 parking spaces for each 1,000 sq. ft. of floor area. Based on an inspection of the property and plans provided, the existing improvements appear to conform to the current zoning ordinance.

The subject has all utilities including electricity, gas, water, sewage, and telephone in sufficient quantities to sustain commercial development. Public services such as police and fire protection are provided by the City of Phenix City.

H.J. Porter & Associates, Inc.


LEGAL DESCRIPTION/LAND SIZE                                                    4

The legal description for the subject was obtained from the owners, Newton
Development, Inc.. The subject property is legally described as:

          Commencing at the Southeast corner of the Northeast quarter
          of Section 9, Township 17 North, Range 30 East in Phenix
          City, Russell County, Alabama; thence South 86 degrees 25
          minutes 31 seconds West, 896.3 feet to the Westerly
          right-of-way line of Opelika Road, said point being the true
          point of beginning of the parcel of land herein described;
          thence South 34 degrees 04 minutes 35 seconds East, 150
          feet; thence South 21 degrees 24 minutes 42 seconds West,
          209..18 feet; thence South 34 degrees 04 minutes 35 seconds
          East 335.54 feet; thence North 86 degrees 25 minutes 33
          seconds West 57.91 feet; thence South 34 degrees 29 minutes
          00 seconds East, 135.53 feet; thence North 55 degrees 31
          minutes 00 seconds East, 130.58 feet; thence North 31
          degrees 40 minutes 16 seconds Wet, 19.04 feet; thence North
          82 degrees 12 minutes 25 seconds East, 189.0 feet; thence
          North 07 degrees 47 minutes 35 seconds West 528.12 feet;
          thence North 50 degrees 41 minutes 02 seconds West 146.58
          feet; thence South 86 degrees 25 minutes 31 seconds West
          430.99 feet to the Point of beginning. Said parcel of land
          being a portion of Lots 41-46, T. T. Edmonds Survey and a
          portion or Block "A", Godwind Davis Subdivision containing
          7. 71 acres, more or less.

Based on this description, the subject property is irregular shaped and contains a total land area of 7.71 acres. The subject parcel has approximately 528 feet of frontage on the east side of U.S. Highway 280 frontage road, approximately 430 feet on the north side of Twentieth Street, and approximately 470 feet on the west side of Opelika Road.

As indicated previously, the subject property is one of fifteen shopping centers to be included in a portfolio of retail properties which are cross collateralized, under single management, and subject to stringent release provisions. The other shopping centers contained in the portfolio are listed as follows:

================================================================================
Greenbrier Station Shopping Center        The "Y" Shopping Center
Anniston, Alabama                         Panama City Beach, Florida
--------------------------------------------------------------------------------
Clanton Marketplace                       Mandelville Marketplace
Clanton, Alabama                          Pandelville, Louisiana
--------------------------------------------------------------------------------
Opp Marketplace                           Brownsville Place Shopping Center
Opp, Alabama                              Brownsville, Tennessee
--------------------------------------------------------------------------------
Betts Crossing Shopping Center            Chicot Crossing Shopping Center
Opelika, Alabama                          Pascagoula, Mississippi
--------------------------------------------------------------------------------
29 North Shopping Center                  Delchamps Plaza
Cantonment, Florida                       Long Beach, Mississippi
--------------------------------------------------------------------------------
Nine Mile Plaza Shopping Center           One Main Place
Pensacola, Florida                        Moss Point, Mississippi
--------------------------------------------------------------------------------
Parker Shopping Center
Parker, Florida
================================================================================


                                                  H.J. Porter & Associates, Inc.


5

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Russell County Tax Assessor's Office and is found on the tax rolls as:

Assessed  to:                       Newton Development, Inc.
                                    250 Washington Street
                                    P.O. Box 680176
                                    Prattville, AL 36067

                                    Parcel I.D.#:57-05-02-09-1-4-003.000
                                                 57-05-02-09-4-2-002.000

Value:                              Land:                   $1,215,950
                                    Improvements:           $3,134.000
                                                            ----------
                                    Total:                  $4,349,950

Assessment Ratio:                   20%

Local Millage Rate:                 $0.059 per $1,000 of assessed value

Annual Tax:                         $51,329.41

To test the reasonableness of the taxes levied against the subject, the taxes levied against several other anchored shopping centers in Phenix City were investigated. The result of that investigation is contained in the following chart.

================================================================================
Property  Name         Size (Sq. Ft.)    Tax Valuation      Valuation/Sq Ft.
================================================================================
Stadium Plaza              74,075         $4,091,200             $55.23

Food World Center         182,361         $8,518,050             $46.71

Phenix Plaza               98,424         $1,948,400             $19.80
================================================================================
Subject                    72,312         $4,349,950             $60.15
================================================================================

Stadium Plaza and the Food World Center are considered to be most comparable to the subject with similar physical characteristics and rents. Phenix Plaza is an older shopping center located in downtown Phenix City. It has less parking than a modern center and lower rents relative to the other two comparables and the subject. Based on this investigation, the taxes levied against the subject appear to be appropriate.

H.J. Porter & Associates, Inc.


PURPOSE OF APPRAISAL/DEFINITION OF VALUE 6

The purpose of the appraisal is to estimate the market value of the leased fee interest in the subject property as of the effective date of appraisal, August 5, 1997.

Market Value is defined by the Appraisal Standards Board of the Appraisal Foundation in the 1997 Glossary - Uniform Standards of Professional Appraisal Practice, page 155 as:

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

1. Buyer and seller are typically motivated;

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

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.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines Leased Fee Estate as, "an ownership interest held by a Landlord with the right of use and occupancy conveyed by lease to others. The rights of lessor "the leased fee owner" and the leased fee are specified by contract terms contained within the lease."

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

AREA MAP


7

AREA ANALYSIS- COLUMBUS, GEORGIA/PHENIX CITY, ALABAMA

The four basic factors which should be considered in analyzing an area are: (1) Physical- Location factors; (2) Economic-Financial factors; (3) Political-Governmental factors; and (4) Sociological factors. Each of these factors are briefly analyzed with conclusions as to their affect on the subject property.

Physical-Location Factors

Phenix City, Alabama is located in the southeastern most corner of Lee County, and the northeastern most corner of Russell County. It is the seat of Russell County's government. Russell County is located in east central Alabama, and adjoins the Alabama/Georgia state line. Columbus, Georgia is Phenix City's sister city and lies across the Chattahoochee River, which separates the two states.

Distance To:

Atlanta, Georgia                   Northeast 109 miles
Augusta, Georgia                   Northeast 220 miles
Montgomery, Alabama                West 95 miles
Birmingham, Alabama                Northwest 152 miles
Jacksonville, Florida              Southeast 286 miles
Orlando, Florida                   Southeast 408 miles
Greenville, South Carolina         Northeast 273 miles
Charlotte, North Carolina          Northeast 325 miles

Located at the end of the Appalachian plateau, approximately 200 miles North of the Florida Gulf Coast, the topography in the area ranges from nearly level to gently rolling. The average elevation above mean sea level is 221 feet. Climate is temperate with a mean temperature 46.2 degrees in January and 78.5 degrees in July. Average annual rainfall is 52 inches.

Economic-Financial Factors

Columbus/Phenix City Area Population (U.S. Census)

=====================================================
YEAR                 POPULATION               %CHANGE
=====================================================
1970                  238,584                    NA
1980                  239,196                  + .26%
1990                  243,072                  + 1.6%
=====================================================

H.J. Porter & Associates, Inc.


8

AREA ANALYSIS- COLUMBUS, GA/PHENIX CITY, ALABAMA - (CONTINUED)

Economic-Financial Factors - (Continued)

The Columbus/Phenix City MSA's population has grown at a steady rate over the last couple decades, whereas the population of Phenix City itself has dropped slightly from 26,928 in 1980 to 25,312 in 1990. The civilian labor force in Russell County, however, has increased as illustrated in the table below.

==================================================================================================
Russell County              1986         1988         1990         1992         1994      5/1997*
==================================================================================================
Civilian Labor Force      22,460       22,790       22,870       23,380       23,020       24,690
% Change                                1.47%        0.35%       -2.14%        2.86%        7.25%
--------------------------------------------------------------------------------------------------
Unemployment Rate            9.4%        6.4%         7.2%         7.4%         6.2%         3.5%
% Change                              -31.91%       12.50%        2.78%      -16.22%      -43.55%
==================================================================================================

* Source: Alabama Department of Industrial Relations

As the previous table illustrates, there has been an overall increase in the Civilian Labor force over the past ten years with slight fluctuations in the early 1990's. The unemployment rate has decreased significantly over the same period from 9.4% in 1986 to a current (May 1997) rate of 3.5%. The Columbus/Phenix City MSA has a civilian labor force of 119,014 and an unemployment rate of 2.7%.

The population of Russell County was reported to be 46,286 in 1990 (U.S. Census) with 17,499 households and 2.65 persons per household. The 1989 per capita income was $10,981 or $29,100 per household.

Fort Benning is located adjacent to the City of Columbus, in the southeast direction, and is the United States Army Infantry Center. It is also the home of the United States Army Infantry School, Airborne School, Ranger School, and basic training center for all initial entry infantry soldiers. The military reservation encompasses more than 285 square miles, and serves approximately 100,000 military personnel, and employs more than 35,721 civilians and military personnel. Fort Benning channels approximately $60 million per month into the Columbus/Phenix City economy through disbursements and payroll. Additionally, this base has won the Army Community of Excellence Award 1994 and 1995.

H.J. Porter & Associates, Inc.


9

AREA ANALYSIS - COLUMBUS, GA/PHENIX CITY, ALABAMA-(CONTINUED)

Economic-Financial Factors- (Continued)

The largest private employers in the area are:

=====================================================
         NAME                              EMPLOYMENT
         ----                              ----------

Synovous Financial Corp.                      2,933

Field Crest Cannon Inc.                       1,900

      AFLAC Inc.                              1,650

  The Bradley Company                         1,507

The Medical Center Inc.                       1,500

  St. Francis Hospital                        1,222

  Columbus Mills Inc.                         1,104

  Swift Textiles Inc.                         1,100

     Tom's Foods                              1,100

Blue Cross & Blue Shield                      1,020
=====================================================

Each of these companies is listed in Georgia. The five main employers in Phenix City are listed below.

=====================================================
         NAME                              EMPLOYMENT
         ----                              ----------
   Mead Coated Board                           850

   Fieldcrest  Mills                           650

Southern Phenix Textiles                       520

   Leshner Industries                          500

Bickerstaff Clay Products                      385
=====================================================

The area has a diversified employment base, in terms of job distribution, with approximately 20% of the work force employed in the service and manufacturing industries. Since 1980 manufacturing and agricultural employment has dropped, and employment in the service sector and the federal government has increased. The growth in federal government employment is directly related to the growth of Ft. Benning, and the growth in the area's service industry correlates with that of the nation.

H.J. Porter & Associates, Inc.


AREA ANALYSIS - COLUMBUS, GA/PHENIX CITY, ALABAMA - (CONTINUED) 10

Economic-Financial Factors - (Continued)

Income levels as taken from the 1990 estimates are charted as:


Household bv Income: Columbus/Phenix City MSA(1)

                  Total Households: 88,493
===========================================================
        $75,000+                                4.96%
      $50,000-74,999                           10.43%
      $35,000-49,999                            15.6%
      $25,000-34,999                           15.46%
      $15,000-24,999                           20.58%
      $7,500-14,999                            17.19%
       Under $7,500                            15.78%
 ----------------------------------------------------------
      Average Income                          $30,343
      Median Income                           $25,148
===========================================================

The area is well located in regards to distribution, with easy access to major markets via I-185 which runs northerly to link Columbus to Atlanta and Montgomery via I-85, and Corridor Z, a 251 mile four-lane highway which connects Columbus with I-95 on the Georgia coast and I-75 which runs north/south through central Georgia. Highways 280, 431, and 80 are Phenix City's main transportation routs linking the city to Auburn/Opelika via 280/431 and Eufaula by way of 431. Highway 80 connects the area to I-85 in Macon County, Alabama.

There are 22 motor carrier terminals, and two rail lines serving the area. The Chattahoochee River and Georgia Ports Authority Dock, and Phenix City Docks provide barge access along a 9 foot deep navigable channel which connects with the Apalachicola River and flows through Florida into the Gulf of Mexico.

The Columbus Metro Airport has currently finished construction of a $7 million passenger terminal. There are 15 flights daily to Atlanta's Hartsfield Airport providing national and international connections.


(1)Source: National Decision Systems

H.J. Porter & Associates, Inc.


AREA ANALYSIS - COLUMBUS, GA/PHENIX CITY, ALABAMA- (CONTINUED) 11

Political-Governmental Factors

Columbus is effectively governed under a combined City-County form of government, one of only 18 in the nation. Phenix City's government is run by five City Council members and has a mayor and a city manager.

The consolidated form of government (Columbus, GA) is run by an elected mayor, 10 elected council members and an appointed city manager. Both cities have an NB3 fire insurance rating. The area has an effective police force which totals over 400 full time uniformed officers with Phenix City employing 57 full time officers. Both cities also has an active Planning and Zoning Commission.

A primary force influencing the development in the area is the 1996 Olympic Committee's choice of the softball venue to be located in Columbus. The location of this venue is south of the Central Business District. Much new construction has occurred on both sides of the river with the coming of the softball venue as well as the new Civic Center and the renovation of the Columbus Red Stix Ball Park. Both the Civic Center and the Red Stix Park are located adjacent to the softball venue just south of the Central Business District.

The Columbus/Phenix City MSA, which consists of Muscogee and Chattahoochee Counties in Georgia, and Russell County in Alabama, is expected to continue expanding into the adjacent counties of Harris and Lee.

Sociological Factors

The Columbus/Phenix City area is in an area with a multitude of cultural and recreational opportunities. The area is host to a wide range of attractions including The Columbus Museum, Springer Opera House, The Three Arts Theatre, The National Infantry Museum, and Callaway Gardens. Annual events include A Taste of Columbus, the Salisbury Arts and Crafts Fair, the Southern Open PGA Golf Tournament, the Miss Georgia Pageant, and the Columbus Steeplechase.

The Columbus/Phenix City area has established good reputations as a good place to live and raise children. Educational opportunities are abundant and include the 48 school Muscogee County school system, public schools of Phenix City as well as Russell and Lee County, seven private K12 schools, four colleges and universities, and three nearby technical schools.

H.J. Porter & Associates, Inc.


AREA ANALYSIS - COLUMBUS. GA/PHENIX CITY. ALABAMA - (CONTINUED) 12

Conclusion

In summary, the Columbus/Phenix City MSA represents a strong economy with a broad economic base and history of steady growth. The diversity of employment, ranging from government to manufacturing, adds stability to the area. As the population grows at a steady rate, the age distribution weighs more to the middle-age and mature populations. This age distribution is conducive to real estate investment and property values, due to its level of effective purchasing power as consumers, and their effective demand it creates in the housing markets.

H.J. Porter & Associates, Inc.


NEIGHBORHOOD ANALYSIS 13

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed. at page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or district, as in an area analysis are:

(1) Physical and Locational Factors
(2) Economic and Financial Factors
(3) Political and Governmental Factors
(4) Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect on the subject property.

Physical and Locational Factors

The subject property is located at the northeast comer of U.S. Highway 280 and 20th Street within the corporate limits of the City of Phenix City, Russell County, Alabama. The boundaries of the subject neighborhood is defined as the highway commercial area along the east and west sides of the U.S. Highway 280 By-Pass bounded on the north by the Phenix City corporate limits on the north and on the south by U.S. Highway 431 (Martin Luther King Jr. Parkway) on the south.

Access to the neighborhood is via U.S. Highway 280 from the north and southeast; U.S. Highway 431 from the southwest, U.S. Highway 80 from the east, and Alabama 190/Georgia 22 from the east/northeast. All of these major roadways connect the neighborhood to the Columbus area to the east and other populated areas and employment centers in the State of Alabama to the northwest, west, and southwest. At its junction with the subject, there are service or access roadways on either side of the U.S. Highway 280/431 By-Pass making the actual roadway a limited access roadway. The terrain of the area is generally level to rolling. In many respects the neighborhood can be considered the commercial gateway to the Columbus MSA and Fort Benning lying to the east across the Chattahoochee River.

Overall, since the construction of the U.S. Highway 280/431 By-Pass, the subject neighborhood has become the commercial hub of the City of Phenix City.

H.J. Porter & Associates, Inc.


NEIGHBORHOOD ANALYSIS- (CONTINUED) 14

Economic and Financial Factors

Land uses within the neighborhood are primarily commercial in nature. The primary stimulus for commercial development in the neighborhood was the completion of the U.S. Highway 280/431 By-Pass was completed approximately 20 years ago. The roadway was constructed to by-pass the downtown area of Phenix City and provide for easy access to the City of Columbus and Fort Benning to the east across the Chattahoochee River. The commercial development is a mixture of three types of uses. The first is primarily highway traveler type commercial developments such as automotive repair and replacement shops, fast food and sit-down restaurants, and motels. The second is regional type destination commercial uses such as a WalMart Superstore and Kmart. The third is local user oriented commercial and retail development such as locally and regionally grocery store anchored retail shopping centers. The ages of these developments ranges from new to approximately 20 years old. An inspection of the area reveals that there are still several desirable vacant parcels available for development and that development is not limited to vacant parcels available on an in-fill basis.

Political and Governmental Factors

The subject is located within the City of Phenix City and is influenced by the land use regulations set by the municipality's planning commission. The policies of the commission have been liberal for the most part regarding new development. Especially when that development creates additional employment opportunities. The subject site is zoned for commercial use as is most of the surrounding land and land located within the confines of the neighborhood.

The property tax rate is $5.90 per $100 of assessed value for property within the neighborhood. Commercial property is assessed at 20% of the ad valorem tax valuation.

Sociological Factors

The neighborhood can be categorized as one that is commercial in nature with a few scattered residential homesites many of these are awaiting redevelopment to commercial uses. All essential services are to be found outside the immediate neighborhood.

Conclusion

The subject is located in what is considered to be the commercial hub of the City of Phenix City. The areas economic importance as the commercial center of the city, as well as a gateway to Columbus and a regional shopping center for eastern southcentral Alabama is anticipated to continue into the foreseeable future.

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

SITE PLAN


SITE ANALYSIS 15

The subject site is located at the northeast comer of U.S. Highway 280 and 20th Street within the corporate limits of Phenix City, Russell County, Alabama. The individual site characteristics are as follows:

Size:                              7.71 Acres or 335,848 Sq. Ft.

Shape:                             Irregular

Street Frontage:                   Approximately 528 feet of frontage on the
                                   east side of U.S. Highway 280 frontage road,
                                   approximately 430 feet on the north side of
                                   Twentieth Street, and approximately 470 feet
                                   on the west side of Opelika Road.

Average Depth:                     Approximately 674 Ln. Ft.

Topography:                        Relatively level and at grade with the
                                   fronting roadway

Access:                            Good from all fronting streets.

Drainage/Flood
  Hazard:                          According to the FEMA Flood Insurance Rate
                                   Map, Community Panel No. 10184 004B,
                                   effective September 16, 1981, the subject
                                   property is located in a Zone C flood hazard
                                   area. This is an area designated as being one
                                   with minimal flooding and flood insurance is
                                   typically not required for lending purposes.

Soils:                             Considered typical and adequate for
                                   development as evidenced by the surrounding
                                   development.

Utilities:                         All utilities are available in sufficient
                                   quantities development.

Site Improvements:                 Neighborhood shopping center and all
                                   associated site improvements.

Street
  Improvements:                    U.S. Highway 280 is a four-lane roadway
                                   divided by a center grass median with curbs,
                                   gutters, and street lights installed.
                                   Twentieth Street is a two-lane residential
                                   feeder street. The U.S. Highway 280 service
                                   road is a two lane road serving the subject.

Surrounding Uses:                  Retail, commercial, and residential uses.

H.J. Porter & Associates, Inc.


74

SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPH]

1) Front View of Subject looking East

2) Side View of Subject looking Southeast

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Northwest

5) View of U.S. Hwy 280 looking South (Subject on Left)

H.J. Porter & Associates, Inc.


74

SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPH]

1) Front View of Subject looking East

2) Side View of Subject looking Sourest

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Northwest

5) View of U.S. Hwy 280 looking South (Subject on Left)

H.J. Porter & Associates, Inc.


74

SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPH]

1) Front View of Subject looking East

2) Side View of Subject looking Sourest

3) Side View of Subject looking

4) Rear View of Subject looking Northwest

5) View of U.S. Hwy 280 looking South (Subject on Left)

H.J. Porter & Associates, Inc.


74

SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPH]

1) Front View of Subject looking East

2) Side View of Subject looking Sourest

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Northwest.

5) View of U.S. Hwy 280 looking South (Subject on Left)

H.J. Porter & Associates, Inc.


74

SUBJECT PHOTOGRAPHS

[GRAPHICS OMITTED]
[PHOTOGRAPH]

1) Front View of Subject looking East

2) Side View of Subject looking Southeast

3) Side View of Subject looking Northeast

4) Rear View of Subject looking Northwest

5) View of U.S. Hwy 280 looking South (Subject on Left)

H.J. Porter & Associates, Inc.


16

DESCRIPTION OF SUBJECT IMPROVEMENTS

The subject is a neighborhood shopping center anchored by Winn-Dixie, contains a total gross leasable area of 72,312 square feet. In addition to the Winn-Dixie anchor (45,500 Sq. Ft.), the center is occupied by Revco Drugs (9,000 Sq. Ft.) and 13 local shop spaces totalling 17,812 square feet. The shopping center has been well maintained and appears to be functionally designed for its intended purpose. No significant degree of deferred maintenance was observed upon physically inspecting the improvements.

It is beyond the scope to narratively discuss all of the pertinent construction derails that comprise the subject improvements. The basic construction details that follow were obtained from the physical inspection of the property by the Associate Appraiser on August 5, 1997. The subject's basic construction derails are as follows:

Property Type:                     Neighborhood shopping center

Total NLA:                         72,312

Year Built:                        1988

Effective Age:                     5 years

Roof:                              Built up tar and gravel over rigid insulation
                                   on metal decking. Steel truss support system

Walls:                             Concrete block and brick veneer over concrete
                                   block on the from. Painted concrete block at
                                   rear and sides. Partition walls between
                                   tenant spaces are metal studs covered with
                                   sheetrock.

Doors:                             Anodized aluminum store front doors. Interior
                                   (rest room) doors hollow core wood.

Windows:                           Anodized broke aluminum store fronts with
                                   single glazing.

Floors:                            Reinforced 4" connie slab with resilient tile
                                   cove.

Insulation:                        Rigid insulation in built-up roof system.

Ceilings:                          Suspended lay-in acoustic tile with recessed
                                   fluorescent light fixtures.

HVAC:                              Individual roof mourned electric central
                                   heating and cooling for each unit.

H.J. Porter & Associates, Inc.


17

DESCRIPTION OF SUBJECT IMPROVEMENTS - (CONTINUED)

Plumbing:                          One and two-two fixture restrooms in each
                                   shop space.

Miscellaneous:                     Approximately 210,175 sq. ft. of asphalt
                                   paving, 1,670 ln. R. of concrete curbing,
                                   18,775 sq. ft. of concrete paving, 10 metal
                                   light poles and fixtures, and landscaping.
                                   There are 282 parking spaces on the site
                                   equating to a parking ratio of 4.0 spaces for
                                   each 1,000 sq. ft. of floor area.

H.J. Porter & Associates, Inc.


18

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd edition, page 171, as:

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

Based on this definition, consideration must be given to both the subject land site as if vacant, and the total property as improved.

Highest & Best Use - As If Vacant

PHYSICALLY POSSIBLE - The 7.71 acre size of the subject would support a wide range of uses including residential, commercial, and some light industrial uses. All the necessary utilities and other public services are available in sufficient quantities to support development. Further, there are no other physical site characteristics that would negatively impact the development potential of the site.

LEGALLY PERMISSIBLE - The subject site is zoned C-4, Highway Commercial District, by the City of Phenix City. The current zoning allows for office or retail use as well as certain governmental and non-profit related uses such as schools and churches.

FINANCIALLY FEASIBLE - An inspection of the area surrounding the subject, including the central business district of Phenix City, suggests that there is no effective demand for office use. Almost all of the office development in Phenix City is concentrated in the downtown area in older storefront buildings or converted residences. The pattern of commercial development in the area, and that which is also considered the most financially feasible, is for retail or commercial service uses along U.S. Highway 280 to serve Phenix City and outlying areas in Russell and Lee Counties as well as the traveling public. Therefore, it would appear that development of the site with a retail use to take maximum advantage of the traffic generated by U.S. Highway 280 would meet the test of being financially feasible.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject site, "as if vacant and available", the use which is maximally productive generally becomes the deciding factor. Maximally productive uses are limited by the current real estate market, the availability of substitute property for development, and the growth stage of the area. To be maximally productive, that use which provides the most return to the land must be selected.

H.J. Porter & Associates, Inc.


HIGHEST AND BEST USE - (CONTINUED) 19

Highest and Best Use-As If Vacant - (Continued)

It has previously been determined that it would be physically possible, legally permissible, and financially feasible to develop the site with a retail use compatible with the current zoning classification and adjacent use. Therefore, as of the effective date of appraisal, retail use is considered to be maximally productive and therefore the highest and best use of the subject site, as if vacant and available.

Highest and Best Use - As Improved

The same criteria utilized to determine the highest and best use of the subject site, as if vacant and available for development, is utilized to determine the highest and best use of the property, as improved.

As stated throughout this report, as of the date of appraisal, the subject site is currently improved with a neighborhood shopping center containing a total of 72,312 sq. ft of gross leasable area and associated site improvements. The shopping center is considered to be in good condition and functionally designed for their intended use.

PHYSICALLY POSSIBLE AND LEGALLY PERMISSIBLE - The subject improvements are situated on a site containing 7.71 acres or 335,848 sq. ft. of land. The improvements generate a land-to-building ratio of 4.64:1 based on the total gross leaseable area. The land-to-building ratio allows for an ample amount of on-site parking. Additionally, a retail use, such as the existing improvements is allowable without exception under the sites current C-4 zoning classification.

FINANCIALLY FEASIBLE AND MAXIMALLY PRODUCTIVE - Subsequent sections of this report indicate a site value of $1,343,000 as if vacant and developable to its highest and best use. The three approaches to value produced indications of value from $5,100,000 to $5,510,000. Hence, the existing improvements appear to contribute significantly to overall property value. Therefore, the focus of this analysis will be on the property "as improved". No other use or development option, as of the effective date of value, would appear to generate a higher return to the land.

H.J. Porter & Associates, Inc.


20

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real property. This process involves gathering all pertinent information available from the market which may influence the value of the subject property. This data is then utilized in forming an estimate of value based upon the three generally accepted approaches to value. These three approaches are the Cost Approach, the Income Approach, and the Direct Sales Comparison Approach.

Cost Approach

The Cost Approach is defined as that approach in appraisal analysis which is based upon the proposition that an informed purchaser would pay no more than the cost of producing a substitute property with the same utility as the subject property. It is assumed that the potential purchaser considers producing a substitute property with the same utility as the property being appraised. This analysis involves the cost to buyer of producing an exact replica of the subject property, in the same location and condition as the subject property, as of the effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1. Estimating value of the site as if vacant and available to be put to its highest and best use.

2. Estimating the reproduction cost new of the improvements.

3. Estimating all elements of accrued depreciation.

4. Subtracting the total accrued depreciation from the reproduction cost new of the improvements (resulting in an estimate of the present worth of the improvements).

5. Adding the present worth of all the improvements (including site improvements) to the estimated site value.

6. Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of accrued depreciation. Generally, the older the property and the higher the estimate of accrued depreciation, the less reliable becomes the value indication from this approach. This is particularly critical in the valuation of older properties that normally incur greater amounts of depreciation. The Cost Approach is particularly appropriate when the property being appraised involves relatively new improvements which represent the highest and best use of the site or when the improvements are relatively unique or specialized and there is limited or a total lack of comparable properties which have sold recently.

H.J. Porter & Associates, Inc.


THE APPRAISAL PROCESS - (CONTINUED) 21

Income Analysis

The Income Analysis is defined as that procedure in appraisal analysis which converts anticipated benefits (dollar income or amenities) to be derived from the ownership of property into a value estimate. Anticipated future income and/or reversions are discounted to a present-worth figure through the capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of leased properties. This rental estimate is a gross amount and all expenses to real estate are deducted. These expenses include vacancy and rent loss which, when subtracted from the gross income, produces the effective gross income. Other expenses include real estate taxes, management cost, insurance cost, and maintenance expense. If applicable, a reduction would also be made for services and utilities. All expense estimates are obtained from the market by comparison to similar structures.

After all expenses have been subtracted from the gross income, the resulting figure is the net operating income, which will be capitalized into value. The capitalization rate is derived from actual sales that have occurred in the market place. The sales are analyzed in order to estimate the net operating income of the property. After the net operating income is estimated, it is divided by the sales price to provide an indication of the overall capitalization rate. Capitalization rates can also be built up from the market factors considered most applicable to income-producing properties. After the net operating income and the capitalization rate are estimated, the net income is then capitalized into a value indication by the applicable capitalization technique.

Direct Sales Comparison Approach

The Direct Sales Comparison Approach is defined as that approach in an appraisal analysis which is based upon the proposition that an informed purchaser would pay no more for the property than the cost to him of acquiring an existing property with the same utility. Presumably, the potential purchaser considers the alternatives that are available to him and then makes a rational decision based upon the information he has about those alternatives that are available to him and then makes a rational decision based upon the information he has about those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a number of competitive properties which have recently sold on the market. The information derived from this section is analyzed through an adjustment process which develops indications of what the competitive properties would have sold for if they possessed all the important characteristics of the subject property. These indications fall into a pattern surrounding one figure which, when appropriately rounded, is an indication of the market value of the subject property as of the date of the appraisal.

H.J. Porter & Associates, Inc.


THE APPRAISAL PROCESS - (CONTINUED) 22

The reliability of this approach is dependent upon the availability and verification of the comparable sales data. The degree of comparability between the competitive properties and the subject, and the absence of non-typical conditions affecting the sales price of those properties are also important items that are considered. Therefore, this approach is particularly applicable when an active market provides sufficient quantities of reliable data which can be verified from authoritative sources.

Reconciliation Analysis

The reconciliation analysis is an evaluation process where the appraiser carefully evaluates value indications from each of the three approaches. The reliability of each approach to the present appraisal problem is examined and weight is given to the accuracy, reliability, quantity of data available for use in each approach, and the approach in which the market participant typically has the greatest confidence.

H.J. Porter & Associates, Inc.


23

LAND VALUE - DIRECT COMPARISON

The subject site is valued by direct comparison with recent sales of other commercial sites. Two of the sales are located in the mostly undeveloped U.S. Highway 431 corridor with the third sale located on U.S. Highway 280. An extensive search of the public records and conversations with local real estate brokers and appraisers did not uncover any other significant sales in the previous seven years. Each of the sales analyzed on the basis of their location and utility relative to the subject. Sales considered include:

SALE #1

Address/Location:                     U.S. Highway 431 South @ U.S. Highway 280
                                      Pheinx City, Alabama
Grantor:                              Steve Argo
Grantee:                              Atlantic Holding Corporation (Victory
                                      Development)
Sale Date:                            5/29/97
Sale Price:                           $1,074,000
Cash Equiv Price:                     $1,074,000
Terms:                                Cash to seller
Recorded:                             Deed Book 847, Page 175 Russell County
Verified With:                        Kent Cost, Principal, Victory Development
Verified By:                          Glen Heinzelman, H. J. Porter & Associates
Date Verified:                        08\15\1997
Rights Conveyed:                      Fee simple title
Land Size:                            Acres:   8.3      Square Feet: 361,548
Zoning:                               C-4, Highway Commercial District
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Level/Typical of the area
Access/Visibility:                    Good/Good
Utilities:                            All available
Remarks:                              This property is located on the north side
                                      of U.S. Highway 431 just west of U.S.
                                      Highway 280. The site is to be developed
                                      with a Winn-Dixie Marketplace containing
                                      40,000 sq. ft. and 7,000 sq. ft. of local
                                      shop space.
Indicators of                         PRICE PER SQ. FT.:$3.00

Value:

H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED) 24

SALE #2

Address/Location:                     U.S. Highway 280 South @ Boone Street
                                      Phenix City, Alabama
Grantor:                              Gerald H. Prior
Grantee:                              Hilyler & Jefferson
                                      Development Corp.
Sale Date:                            09\07\1996
Sale Price:                           $148,000
Cash Equiv Price:                     $148,000
Terms:                                Cash to seller
Recorded:                             Deed Book 830 Page 72 Russell County
Verified With:                        Howard Jefferson, Grantee
Verified By:                          Glen Heinzelman
Date Verified:                        08\19\1997
Rights Conveyed:                      Fee simple title
Land Size:                            Acres: 0.69Square Feet:
                                      30,100
Zoning:                               C-4, Highway Commercial
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Slightly above street grade; typical
                                      of the area
Access/Visibility:                    Good; Good
Utilities:                            All except sewer
Remarks:                              This property is located to the south of
                                      the WalMart Store and has been developed
                                      with a free-standing Video Warehouse
                                      store.

Indicators of Value: PRICE PER SQ. FT.: $4.92

H.J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED) 25

SALE #3

Address/Location:                     U.S. Highway 431 west
                                      of U.S. Highway 280
                                      Phenix City, Alabama
Grantor:                              Crowder Development
Grantee:                              Greggs, Inc.
Sale Date:                            06\18\1996
Sale Price:                           $200,000
Cash Equiv Price:                     $200,000
Terms:                                Cash to seller.
Recorded:                             Deed Book 828 Page 288
                                      Russell County
Verified With:                        Bill Bowden, Bowden Realty
Verified By:                          Glen E. Heinzelman,
                                      H.J. Porter &
                                      Associates
Date Verified:                        08\19\1997
Rights Conveyed:                      Fee simple rifle
Land Size:                            Acres: 1.3    Square Feet:   56,628
Zoning:                               C-4, Highway Commercial
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Level; Adequate
Access/Visibility:                    Good; good
Utilities:                            All available
Remarks:                              This property will be adjacent to a
                                      Winn-Dixie Marketplace to be developed in
                                      late 1997. It was purchased for the
                                      development of a convenience store.
Indicators of Value:                  PRICE PER SQ. FT.:$3.53

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

Land Sales Map


LAND VALUE - DIRECT COMPARISON (CONTINUED) 26

Land Sales 1 through 3 detailed above are compared to the subject's shopping center site and adjusted to the subject for notable differences. These adjustments are made in the adjustment grid below.

===========================================================================================
                                     LAND SATES COMPARISON GRID
===========================================================================================
Comp. Number                Subject                 #1               #2                 #3
-------------------------------------------------------------------------------------------
Grantor                                           Argo          Hilyler            Crowder

Grantee                                    Atl.Holding            Prior             Greggs

Location                                    U.S. 431 S         U.S. 431            U.S 431

City                                          Phx City         Phx City           Phx City

Sale Price                                  $1,074,000         $148,000           $200,000

Date of Sale                 8/5/97            5/29/97           9/1/96             6/1/96

Size (Sq. Ft.)              335,848            361,548           30,100             56,628

Price/Unit                                       $3.00            $4.92              $3.53
===========================================================================================
ADJUSTMENTS                                         #1               #2                 #3
===========================================================================================
Conditions of Sale                              Normal           Normal             Normal

Market Conditions                                $0.00            $0.00              $0.00

Preliminary Adj.Unit Price                       $3.00            $4.92              $3.53
===========================================================================================
PHYSICAL DIFFERENCES                                #1               #2                 #3
===========================================================================================
Location                                         20.0%            10.0%              20.0%

Size                                              0.0%           -20.0%             -15.0%
                                                  ---             ----               ----
Subtotal-Physical                                20.0%           -10.0%               5.0%
===========================================================================================
Final Adj. Unit Price                            $3.60            $4.43              $3.71
===========================================================================================

The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:                   All sales were normal arm's length
                                      transactions that required no adjustments.

Time:                                 Conversations with local real estate
                                      professionals and the county tax appraiser
                                      indicate that land values in Pheinx City
                                      have remained stable over the past five
                                      years. Therefore, no adjustment for market
                                      conditions or time was considered
                                      appropriate.


                                                  H.J. Porter & Associates, Inc.


LAND VALUE- DIRECT COMPARISON (CONTINUED) 27

Location:                             Comparable Land Sales No. 1 and 3 are
                                      located on U.S. Highway 431 South which is
                                      less developed than the U.S. Highway 280
                                      corridor. These locations are considered
                                      to be significantly inferior relative to
                                      the subject. Upward adjustments of 20%
                                      were applied to these comparables for
                                      location. Comparable Land Sale No. 2 is
                                      located on U.S. Highway 280 South
                                      approximately 4 miles south of the
                                      subject. The subject's location on U.S.
                                      Highway 280 North on the "going home" side
                                      of the highway to the population growth
                                      areas of Lee County is considered to be
                                      superior relative to the locations to the
                                      south. An upward adjustment of 10% was
                                      applied to Comparable Land Sale No. 2 for
                                      location.

Size:                                 All sales were adjusted to a 90% curve
                                      using the Dilmore Size adjustment table.
                                      This table is based on the fact that a
                                      property's price per unit is generally
                                      inversely related to its size.

The comparable sales after adjustment, indicate a range of value from $3.60 to $4.43 per square foot. Each of the adjusted sales were given relatively equal consideration in the value estimate of the subject site, as if vacant.

Based on these adjusted sales, the subject site, "As if Vacant", is valued as:


Estimated Land Value - As if Vacant

335,848  Sq. Ft. @                 $4.00 per Acre            =        $1,343,390

                                                          ROUNDED:    $1,340,000
================================================================================

H.J. Porter & Associates, Inc.


28

COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost service indexed to the Phenix City market and found to be reliable and consistent with costs incurred by builders within the area. The cost factors from this cost service are inclusive of architect/engineering fees, construction period interest, contractors overhead and profit, and normal site prep costs. Excluded are site improvements such as paving, landscaping, etc., land costs, and indirect costs such as developers profit and permanent loan fees.

Calculations of total building reproduction costs are:


ESTIMATED REPRODUCTION COSTS

Estimated Reproduction Cost New - Markets

Average Class "C" - Sec. 13, Pg 19

Base Cost                                  $45.19

Current Cost Multiplier    x                1.050

Local Cost Multiplier      x                0.850

Perimeter Multiplier       x                1.000
                                            -----

54,500 Sq. Ft. @ $40.33 per Sq. Ft. = $2,197,985

Estimated Reproduction Cost New - Neighborhood Shopping Center

Good Class "C" - See 13, Pg 27

Base Coast                                 $46.08

Current Cost Multiplier    x                1.050

Local Cost Multiplier      x                0.900

Perimeter Multiplier       x                0.915
                                            -----
                    17,852 Sq. Ft. @       $39.84   per Sq. Ft. =       $711,224
                                                                      ----------
Total Estimated Reproduction Cost                                     $2,909,209
================================================================================

INDIRECT COST

Indirect costs including developer's fee/entrepreneurial profit and permanent loan fees are added to the subject's direct cost to estimate the total value of the subject property via the Cost Approach. Developer's fee/Entrepreneurial profit is added at 20% based upon sales of new

H.J. Porter & Associates, Inc.


INDIRECT COST (CONTINUED) 29

shopping centers, discussions with Developers and Brokers, and with consideration given to the cross collateralization of the portfolio of retail properties of which the subject is a part. Permanent loan fees are added at the amount typically charged by lenders - 2 % of the loan amount (1% construction - 1% permanent).

DEPRECIATION AND OBSOLESCENCE

Incurable physical deterioration identifies items of deterioration that cannot be practically or economically corrected at present. For the purposes of this analysis, incurable physical deterioration has not been classified as being either long or short lived. A long-lived item is a building component that is expected to have a remaining economic life that is the same as the remaining economic life of the structure. A short-lived item is a building component that is expected to have a remaining economic life that is shorter than the remaining life of the structure. In this instance separating the items of incurable physical deterioration into long and short lived items would serve little or no useful appraisal purpose because of the overall age of the improvements.

In the case of the subject improvements, incurable physical deterioration has been estimated using the age/life concept in that we estimate the improvements to have an effective age of approximately 5 years, from a total estimated economic life of approximately 40 years. Therefore, it is estimated that the improvements suffer from incurable physical deterioration, both long and short-lived, of approximately 12.5 percent (5 years/40 years = 12.5 percent) of the estimated Reproduction Cost New.

Functional obsolescence is a loss in value resulting from defects in design. The defect may be curable or incurable. Curable functional obsolescence is measured by the cost to cure the condition. Incurable functional obsolescence may be caused by a deficiency or a superadequacy. A deficiency may be a component or system that should be in the property but is not, or it may be a substandard or defective component or system in the property that does not work properly. A superadequacy is a component or system in the property that exceeds market requirements and does not contribute to value an amount equal to its cost. Upon inspection of the subject, no degree of functional obsolescence, either curable or incurable, was noted.

External obsolescence is the diminished utility of a structure or project due to negative influences from outside the site and can be caused by a variety of factors, i.e., neighborhood declined, the property's location in a community, state, or region; or market conditions. No degree of external obsolescence is believed to be present in the subject improvements as of the effective date of appraisal.

H.J. Porter & Associates, Inc.


COST APPROACH TO VALUE - (CONTINUED) 30

CONCLUSION TO COST APPROACH

The calculation of value by the Cost Approach is presented in tabular form below.

=====================================================================================================
                                      VALUATION - COST APPROACH
=====================================================================================================
DIRECT COST

Market Price                       54,500    Sq. Ft. x      $40.33    per Sq. Ft.    =    $2,197,985

Local Space                        17,852    Sq. Ft. x      $39.84    per Sq. Ft.    =      $711,200
                                                                                          ----------
Total Reproduction Cost of Structures                                                     $2,909,185

LESS DEPRECIATION:                                          Curable     Incurable
                                                            -------     ---------
     Physical                                                   $0      $363,648

     Functional                                                 $0            $0

     External                                                   $0            $0

     Total                                                      $0            $0            $363,648
                                                            ------      --------          ----------
Depreciated Cost of Shopping Center                                                       $2,545,537

Add: Site Improvements              Area     Cost/Sq. Ft.    % Dep.     Cost New
                                    ----     ------------    -----      --------
     Asphalt Paving               210,175        $1.50       10.0%      $283,736

     Concrete Paving               18,775        $1.75       10.0%       $29,571

     Concrete Curbs                 1,670        $7.50       10.0%       $11,273

     Light Poles                       10       $2,500       10.0%       $22,500

     Landscaping                                                          $2,500
                                                                         -------

Total Site Improvements                                                                     $349,580
                                                                                          ----------

Total Depreciated Cost                                                                    $2,895,117

INDIRECT COST

     Developer's Fee                20.0%  of Total Cost/Land           $847,623

     Permanent Loan Fees @           2.0%  of Loan Amount

          (Loan basis =             80.0%  of Land/Bldg Cost)            $67,810
                                                                         -------

TOTAL INDIRECT COST                                                                         $915,433
                                                                                          ----------
TOTAL REPRODUCTION                                                                        $3,810,550

LAND VALUE (from previous section)                                                        $1,343,000
                                                                                          ----------

PRELIMINARY VALUE BY COST -                                                               $5,153,550

                                                                      (Rounded)           $5,150,000
=====================================================================================================

H.J. Porter & Associates, Inc.


31

INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the subject's net operating income is capitalized into a value estimate by use of an overall capitalization rate. In arriving at a net operating income, consideration is given to rentals and expenses which are incurred in the operation of the property.

CONTRACT INCOME

The subject property is currently occupied by Winn-Dixie (45,500 Sq. Ft.), Revco Drugs (9,000 Sq. Ft.), and all but 1,756 sq. ft. of the 17,812 sq. ft. of local shop space. The vacancy amounts to an overall occupancy rate of 97.6% and a local shop vacancy of 7.3%. The following chart contains a summary of the contract rents generated by the subject property as of the date of appraisal. Summaries of each lease are included as exhibits in the Addendum of this report.


SUMMARY OF CONTRACT RENT

Tenant                         Sq. Ft.           Rent/Sq. Ft.        Annual Rent
--------------------------------------------------------------------------------
Winn-Dixie                      45,500              $6.77              $308,035

Revco Drugs                      9,000              $6.75               $60,750

H & R Block                      1,300              $9.96               $12,948

First Family Financial           1,300              $9.62               $12,506

Hair Designs                     1,300             $10.11               $13,143

Vacant                               0                 NA                    NA

Movie Gallery                    4,681             $12.00               $56,172

Little Caesars Pizza             1,300              $9.66               $12,558

Subway                           1,300             $10.00               $13,000

Hollis Eye Institute             1,300              $9.14               $11,882

One Price Clothing               3,575             $10.00               $35,750
                                ------                                 --------

Total                           70,556                                 $535,744
================================================================================

The two anchors, Winn-Dixie and Revco Drug, lease space in the subject for $6.77 and $6.75 per sq. ft. respectively. To determine whether the anchor leases are representative of market rents for similar food and drug store anchors, the contract rents were compared to other food and drug

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 32

CONTRACT RENT (CONTINUED)

store leases in the States of Alabama, Georgia, and Tennessee. A summary of those leases appears in the following chart.

=======================================================================================================================
                                              SUMMARY OF RENT COMPARABLES - SUPERMARKETS
=======================================================================================================================
Tenant            Location                      Year Leased               Size (Sq. Ft.)                  Rent/Sq. Ft.
-----------------------------------------------------------------------------------------------------------------------
Winn-Dixie        Alabaster, AL                        1993                       44,000                         $6.50

Winn-Dixie        Panama City, FL                      1993                       44,000                         $7.15

Winn-Dixie        Moody, AL                            1993                       44,000                         $7.00

Winn-Dixie        Chalkville, AL                       1994                       51,250                         $6.50

Winn-Dixie        Alexcander City, AL                  1994                       44,000                         $6.75

Winn-Dixie        Chattanooga, TN                      1994                       44,000                         $7.05

Winn-Dixie        Anniston, AL                         1995                       44,000                         $7.70

Winn-Dixie        Birmingham, AL                       1995                       44,000                         $6.95

Winn-Dixie        Mobile, AL                           1996                       51,282                         $8.00

Winn-Dixie        Dalton, GA                           1996                       44,000                         $9.26

Winn-Dixie        Trussville, AL                       1996                       44,000                         $8.15

Winn-Dixie        Mobile, AL                           1997                       44,000                         $9.00

Winn-Dixie        Mobile, AL                           1997                       44,000                         $8.85

Winn-Dixie        Fairhope, AL                         1997                       44,000                         $9.25
=======================================================================================================================
Winn-Dixie        Phenix City, AL                      1987                       51,282                         $6.77
=======================================================================================================================

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE- (CONTINUED) 33

CONTRACT RENT (CONTINUED)

=============================================================================================================
                                SUMMARY OF RENT COMPARABLES - DRUG STORE RENTS
=============================================================================================================
Tenant                 Location                    Year Leased             Size (sq. Ft.)       Rent/sq. Ft.
-------------------------------------------------------------------------------------------------------------
Drugs For Less         Birmingham,  AL                    1993                     18,000              $7.50

Harco Drugs            Birmingham, AL                     1993                     12,876              $5.95

Harco Drugs            Pell City, AL                      1993                      9,100              $7.50

Harco Drugs            Albaster, AL                       1993                      9,100              $8.50

Big B Drugs            Chattanooga, TN                    1994                      8,470              $7.00

Harco Drugs            Tuscaloosa, AL                     1994                     10,160              $7.90

Big B Drugs            Phenix City, AL                    1995                     15,500              $4.75

Revco Drugs            Anniston,  AL                      1995                      9,240              $7.75

Drugs For Less         Birmingham,  AL                    1995                     18,000              $7.00

Revco Drugs            Dalton, GA                         1996                      8,450              $9.75

Harco Drugs            Mobile, AL                         1997                     10,125              $8.25

Harco Drugs            Opp, AL                            1997                     10,125              $8.25

Big B Drugs            Phenix City, AL                    1998                     10,950              $8.00
=============================================================================================================
Revco Drug             Phenix City, AL                    1998                      9,000              $6.75
=============================================================================================================

The contract rents for Winn-Dixie and Revco Drugs, like most signature stores, are a function of the development cost and negotiations between the developer and tenant. The Winn-Dixie rent at $6.77 per sq. ft. and Revco Drug rent at $6.75 are within the range of similar food and drug tenant rental rates as illustrated in the previously presented tables. Therefore, they are considered to be commensurate with current market rents.

LOCAL SHOP RENT

To determine whether the current shop space rents are commensurate with local market rents as well as to determine the market rent for the 1,756 sq. ft. currently vacant. A survey of four shopping centers in the Phenix City area were surveyed. The results of that survey are contained on the following pages.

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
[PHOTOGRAPH]


INCOME APPROACH TO VALUE- (CONTINUED) 34

LOCAL RENT COMPARABLE NO. 1

PROJECT:                                  Kmart/Food Max Center                               SURVEY DATE: 08\15\1997
LOCATION:                                 U.S. Hwy 280 & Opelika Rd                           PHYSICAL INSPECTION: 08/13/97
SECTOR:                                   Phenix City, AL                                     SURVEYED BY: Glen E. Heinzelman
TYPE CENTER:                              Community Center                                    PHOTO DATE: 08\13\1997
COMPANY:                                  Selig Enterprises
AGENT:                                    Bill Stogner                                        PHONE: (404) 876-5511
BUILDING AREA:                            182,361
LEASABLE AREA:                            182,361                  MAJOR:                     150,000 SF
                                                                   NON-MAJOR:                 32,361 SF
CONDITION:                                Good
#PARKING SPACES:                          Ukn
VISIBILITY:                               Excellent
ACCESSIBILITY:                            Excellent
MAJOR TENANT:                             1.      K-Mart                                      2.         Food Mart

NON-MAJOR TENANT:                         1.      Tri-City Cleaners                           8.         Radio Shack
                                          2.      One-Hour Photo                              9.         Rent-A-Center
                                          3.      Pappa John's Pizza                          10.        Just-A-Buck
                                          4.      Regency Jewelers                            11.        Headstart
                                          5.      China Garden                                12.        Fashion Cents
                                          6.      Avco Financial                              13.        Shoe City
                                          7.      Linda's Health Foods
SF AVAIL:                                 MAJOR                    0 SF                       0.00%
                                          NON-MAJOR:           1,400 SF                       0.08%
LEASE TERMS:                              3 - 5 years
TAX:                                      Pass thru
INSURANCE:                                Pas thru
CAM:                                      Pass thru
TI ALLOWANCEA:                            Negotiable (Vanilla base)
PERCENTAGE RENTS:                         Varies
CPI:                                      Varies
CONCESSIONS:                              None
STEP RENT:                                Ukn
RENT RANGE ASKING:                        Non-Anchor: $12.00
RENT RANGE EXISTING:                      Non-Anchor: $10.50 to $11.50
AVERAGE LEASE TERM                        Non-Anchor: 3 - 5 years                             Anchor: 20 years
OWNERSHIP/NAME:                           Selig Enterprises, Inc.
YEAR CONSTRUCTED:                         1986
YEAR OCCUPIED:                            1986
OUTPARCELS                                1.      Wendy's
                                          2.      Taco Bell

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
[PHOTOGRAPH]


INCOME APPROACH TO VALUE- CONTINUED 35

Local Rent Comparable No.2

PROJECT:                                  Stadium Plaza SC                                    SURVEY DATE: 08\15\1997
LOCATION:                                 U.S. 80 & Summerhill Rd.                            PHYSICAL INSPECTION: 08/13/97
SECTOR:                                   Phenix City, AL                                     SURVEYED BY: Glen E. Heinzelman
TYPE CENTER:                              Neighborhood Center                                 PHOTO DATE: 08\13\1997
COMPANY:                                  IRT Properties
AGENT:                                    Thornton Anderson                                   PHONE: (770) 995-4406
BUILDING AREA:                            73,075
LEASABLE AREA:                            73,075                   MAJOR:                     47,575 SF
                                                                   NON-MAJOR:                 25,500 SF
CONDITION:                                Good
#PARKING SPACES:                          Ukn
VISIBILITY:                               Excellent
ACCESSIBILITY:                            Excellent
MAJOR TENANT:                             1.      Piggy Wiggly                                2.         Revco Drugs

NON-MAJOR TENANT:                         1.      Video Wonderland                            8.         TCBY
                                          2.      Hobo Pizza & Subs                           9.         B.J=s Kut & Kurl
                                          3.      Angel Nails                                 10.        Peachtree Natural Foods
                                          4.      Athletic Dept.                              11.        Tri-City Cleaners
                                          5.      Norwest Finance                             12.        Fletchers
                                          6.      Frames                                      13.        Animal Hospital
                                          7.      Tanning

SF AVAIL:                                 MAJOR                    O SF                       0.00%
                                          NON-MAJOR:               O SF                       0.00%
LEASE TERMS:                              3 - 5 years
TAX:                                      Pass thru
INSURANCE:                                Pass thru
CAM:                                      Pass thru
TI ALLOWANCEA:                            Negotiable (Vanilla base)
PERCENTAGE RENTS:                         Varies
CPI:                                      Varies
CONCESSIONS:                              None
STEP RENT:                                Ukn
RENT RANGE ASKING:                        Non-Anchor: NA
RENT RANGE EXISTING:                      Non-Anchor: $8.00
AVERAGE LEASE TERM                        Non-Anchor: 3 - 5 years                             Anchor: 20 years
OWNERSHIP/NAME:                           IRT Properties, Inc.
YEAR CONSTRUCTED:                         Late 1970's
YEAR OCCUPIED:                            Late 1970's                                         2. Phenix-Girard Bank
OUTPARCELS                                1.      McDonalds's
                                          2.      Waffle House

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
[PHOTOGRAPH]


INCOME APPROACH TO VALUE- (CONTINUED) 36

Local rent Comparable No.3

PROJECT:                                  Phenix Square                                       SURVEY DATE: 08\15\1997
LOCATION:                                 U.S. Hwy 280                                        PHYSICAL INSPECTION: 08/13/97
SECTOR:                                   Phenix City, AL                                     SURVEYED BY: Glen E. Heinzelman
TYPE CENTER:                              Neighborhood Center                                 PHOTO DATE: 08\13\1997
COMPANY:                                  Maxwell Properties
AGENT:                                    Courtney Bell                                       PHONE: (800) 883-8846
BUILDING AREA:                            50,500
LEASABLE AREA:                            73,075                    MAJOR:                    35,000 SF
                                                                    NON-MAJOR:                15,000 SF
CONDITION:                                Average
#PARKING SPACES:                          Ukn
VISIBILITY:                               Average
ACCESSIBILITY:                            Fair
MAJOR TENANT:                             1.      Revco                                       2.         Big Lots

NON-MAJOR TENANT:                         1.      Tri-City Cleaners                           4.         Family Dollar
                                          2.      Laundrymat Plus                             5.         Sally Beauty Supply
                                          3.      New Life Bookstore                          6.         Renter's Choice
SF AVAIL:                                 MAJOR                     0 SF                      0.00%
                                          NON-MAJOR:                0 SF                      0.00%
LEASE TERMS:                              3 - 5 years
TAX:                                      Pass thru to local only
INSURANCE:                                Pass thru to local only
CAM:                                      Pass thru to local only
TI ALLOWANCEA:                            None
PERCENTAGE RENTS:                         Varies for anchors
CPI:                                      None
CONCESSIONS:                              None
STEP RENT:                                None
RENT RANGE ASKING:                        Non-Anchor: NA
RENT RANGE EXISTING:                      Non-Anchor: $6.25 Average
AVERAGE LEASE TERM                        Non-Anchor: 3 years                                 Anchor: 15 years
OWNERSHIP/NAME:                           Maxwell Properties, Inc.
YEAR CONSTRUCTED:                         1975
YEAR OCCUPIED:                            1975
OUTPARCELS                                None

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
[PHOTOGRAPH]


INCOME APPROACH TO VALUE- (CONTINUED) 37

Local Rent Comparable No. 4

PROJECT:                                  Village Green                                       SURVEY DATE: 08\15\1997
LOCATION:                                 U.S. Hwy 280                                        PHYSICAL INSPECTION: 08/13/97
SECTOR:                                   Phenix City, AL                                     SURVEYED BY: Glen E. Heinzelman
TYPE CENTER:                              Neighborhood Center                                 PHOTO DATE: 08\13\1997
COMPANY:                                  Talbot realty
AGENT:                                    Jim Talbot                                          PHONE: (334) 297-5706
BUILDING AREA:
LEASABLE AREA:                            70,000                    MAJOR:                    16,000 SF
                                                                    NON-MAJOR:                54,000 SF
CONDITION:                                Fair
#PARKING SPACES:                          Ukn
VISIBILITY:                               Average
ACCESSIBILITY:                            Average
MAJOR TENANT:                             1.      Bargain Town

NON-MAJOR TENANT:                         1.      Shoe City                                   9.         Gene's Gym
                                          2.      Alfa Insurance                              10.        Heaven Sent Gift
                                          3.      The Crate                                   11.        Wynn's Barber Shop
                                          4.      China Eagle                                 12.        Arkay Rent to Own
                                          5.      Merle Norman                                13.        T.G. Discount Fashions
                                          6.      Kim's Beauty Supply                         14.        Tombos Seafood
                                          7.      Angels Nail Salon                           15.        Alabama Employment Center
                                          8.      BMC Audio                                   16.        Shirt Shack

SF AVAIL:                                 MAJOR                     0 SF                      0.00%
                                          NON-MAJOR:                3,5000 SF                 5.0%
LEASE TERMS:                              3 years
TAX:                                      Owner
INSURANCE:                                Owner
CAM:                                      Owner
TI ALLOWANCEA:                            None
PERCENTAGE RENTS:                         None
CPI:                                      None
CONCESSIONS:                              None
STEP RENT:                                None
RENT RANGE ASKING:                        Non-Anchor: NA
RENT RANGE EXISTING:                      Non-Anchor: $6.50
AVERAGE LEASE TERM                        Non-Anchor: $6.50 Average                           Anchor: 10 years
OWNERSHIP/NAME:                           Selig Enterprises, Inc.
YEAR CONSTRUCTED:                         1960's
YEAR OCCUPIED:                            1960's
OUTPARCELS                                1.    Pizza Hut                                     2.   Unneda Pawn
                                          3.    Hartz Chicken                                 4.   Region's Bank ATM

H.J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

Comparable Rentals


INCOME APPROACH TO VALUE- (CONTINUED) 38

Local Shop Rein (Continued)

The local shop space rein comparables presented previously are adjusted to the local shop space contained in the subject based on their individual characteristics. The characteristics adjusted in the four properties are location, age/condition, and anchor draw. The market rein comparison grid is presented below.

===========================================================================================================
                                       COMPARISON OF LOCAL SHOP RENT
===========================================================================================================
Local Rein No.                          #1                     #2             #3                        #4
-----------------------------------------------------------------------------------------------------------
Center Name                         K-Mart          Stadium Plaza     Phenix Sq.               Village Gr.

Local Shop Space                    32,361                 25,500         15,500                    54,000

Local Space Available                1,400                      0              0                     3,500

Overall Vacancy                     0.80 %                 0.00 %         0.00 %                    5.00 %

Average Shop Rent/Sq. Ft.           $12.00                  $8.00          $6.25                     $6.50
===========================================================================================================
ADJUSTMENTS                             #1                     #2             #3                        #4
-----------------------------------------------------------------------------------------------------------
Location                             $0.00                  $1.00          $1.00                     $1.00

Age/Condition                        $0.00                  $1.00          $1.00                     $1.00

Anchor Draw                        ($1.50)                  $0.50          $2.00                     $2.00
                                   ------                   -----          -----                     -----

Total Adjustment                  ($1. 50)                  $2.50          $4.00                     $4.00
===========================================================================================================
Adjusted Rent/Sq. Ft.               $10.50                 $10.50         $10.25                    $10.50
===========================================================================================================

Location:                     Local Rent Comparable No. 1 is located across U.S.
                              Highway 280 from the subject. No adjustment for
                              location was considered appropriate. Local Rent
                              Comparable No. 2 is located at the Summerhill Road
                              exist of the U.S. 80 Bypass approximately 3 miles
                              east of the subject. Inasmuch as the traffic count
                              along this roadway is significantly lower than the
                              subject, its location is considered to be
                              inferior. An upward adjustment of $1.00 per sq.
                              ft. was applied to this comparable for location.
                              Local Rent Comparables No. 3 and 4 are located on
                              the east and west side of U.S. Highway 280
                              respectively approximately two miles south of the
                              subject. Both of these properties are set back
                              from the roadway and accessible only at
                              intersections controlled by traffic signals. Both
                              locations are considered to be inferior relative
                              to the subject. Upward adjustments of $1.00 per
                              sq. ft. were applied to these comparables for
                              location.


                                                  H.J. Porter & Associates, Inc.

INCOME APPROACH TO VALUE- (CONTINUED)                                         39

LOCAL SHOP RENT (CONTINUED)

Age/Condition:                Local Rent Comparable No. 1 is considered to be
                              similar in overall age/condition as the subject.
                              No adjustment age/condition was considered
                              appropriate. Local Rent Comparables No. 2, 3, and
                              4 were all considered to be inferior to the
                              subject in terms of their overall age/condition.
                              Upward adjustments of $1.00 per sq. ft. were
                              applied to these comparables.

Anchor Draw:                  Local Rent Comparable No. 1 is anchored by Kmart
                              and Foodworld. Both these anchors draw a
                              significant amount of retail traffic superior to
                              what the subject's anchors draw. A downward
                              adjustment of $1.50 per sq. ft. was applied to
                              this comparable for anchor drawing power. Local
                              Rent Comparable No. 2 is anchored by Piggly Wiggly
                              an older supermarket chain. According to
                              knowledgeable sources, Piggly Wiggly, usually
                              occupied second generation grocery store space and
                              tends to draw less retail traffic than Winn-Dixie
                              or Foodworld. An upward adjustment of $0.50 per
                              sq. ft. was applied to this comparable for
                              inferior anchor draw. Local Rent Comparables No. 3
                              and 4 are anchored by Bargain Town and Big Lots
                              respectively. These anchors draw significantly
                              less retail traffic than grocery store chins or
                              mass market retailers. Upward adjustments of $1.00
                              per sq. ft. were applied to these comparables for
                              inferior anchor drawing power.

The previously discussed local rent comparables produced a range of probable market rents for the vacant 1,756 sq. ft. of local space in the subject from $10.25 to $10.50 per sq. ft. Local Rent Comparables No. 1 and 2 were given the greatest weight because they are considered to be the most similar to the subject and required the least overall adjustment. From this narrow range the most probable market rent for the subject's vacant local space is determined to be $10.50 per sq. ft. Similar to the other local tenants in addition to the base market rent, the tenant will be responsible for its pro-rata share of property taxes, insurance, and common area maintenance charges.

EXPENSE CONTRIBUTIONS

Each tenant is contractually obligated to contribute to the expenses incurred in the operation of the shopping center. Their contributions amount to their pro-rata share of the taxes, property insurance, and common area maintenance expenses. These expenses have been estimated later in this report and summarized in the chart on the following page.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED)                                        40

EXPENSE CONTRIBUTIONS (CONTINUED)

================================================================================
                        Estimate of Expense Contributions
================================================================================
Taxes                                                                    $51,329

Insurance                                                                 $7,231

Common Area Maintenance                                                  $32,540
                                                                         -------

Total Reimbursable                                                       $91,101

Total Sq. Ft.                                                            $72,312
                                                                         -------

Reimbursement/Sq. Ft.                                                      $1.26
================================================================================

VACANCY AND COLLECTION LOSS

The subject is 97.6% leased as of the effective date of appraisal. As of the date of appraisal one local shop space containing 1,756 sq. ft. is currently vacant resulting in a local vacancy of 9.9% (1,756 sq. ft./17,812 sq. ft.). The subject is considered to operating at a stabilized occupancy based on other comparable properties in the Phenix City area. For the purposes of this analysis, given the credit quality of the existing tenants, a vacancy and collection loss factor of 10% of the total potential gross income for the non-anchor tenants, including expense contributions, has been incorporated into this analysis.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE- (CONTINUED) 41

Effective Gross Income

Given the preceding discussion, the Effective Gross Income for the subject is estimated as follows:

===============================================================================================================
                                     ESTIMATE OF EFFICTIVE GROSS INCOME
===============================================================================================================
Potential Gross Income               45,500 Sq. Ft. @       $6.77 per Sq. Ft.=                         $308,035

Winn-Dixie                            9,000 Sq. Ft. @       $6.75 per Sq. Ft.=                          $60,750

Revco Drug                           16,056 Sq. Ft. @      $10.46 per Sq. Ft.=                         $167,959

Local Contrat Rent                    1,756 Sq. Ft. @      $10.50 per Sq. Ft.=                          $18,438
                                                                                                        -------
Market Rent                                                                                            $555,182

Potential Gross Rental Income

Expenses Contributions

Winn-Dixie                           45,500 Sq. Ft. @       $1.26 per Sq. Ft.=             $57,330

Revco Drug                            9,000 Sq. Ft. @       $1.26 per Sq. Ft.=             $11,340

Local Shops                          17,842 Sq. Ft. @       $1.26 per Sq. Ft.=             $22,481
                                                                                           -------
Total Expenses Contributions                                                                            $91,151
                                                                                                        -------

Total Potential Gross Income                                                                           $646,333

Less Vacancy & Collection Loss

                                     10% of Non Anchor Potential Gross Income                           $20,888
                                                                                                        -------

Effective Gross Income                                                                                 $625,445
===============================================================================================================

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expends are deducted to arrive at Net Operating Income. To estimate the appropriate expense levels, statements from similar shopping centers are analyzed. The expense comparables are presented on the following page.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 42

COMPARABLE #1

Project Name:                 Delchamps Plaza South
Location:                     Skyland Boulevard
                              Tuscaloosa, Alabama
Year Built:                   1986                  GLA: 180,903 SF
Source:                       Yearn end statements
Type Center:                  Neighborhood Shopping Center
Analysis Year:                1996                    Analysis By: LHH

        Item                  Total               $/SF           %PGR
        ----                  -----               ----           ----
Effective Gross Rent:         $751,676            $6.90          %
+ CAM/Reimbursement           $61,400             $0.56          %
+ Misc Income:                $300                $0.00          %
                              ----                -----          --
Effec. Gross Income:          $813,376            $7.47          100.0%
Less Expenses:
  Management:                 $42,686             $0.39          5.2%
  Ad Valorem Tax:             $39,174             $0.36          4.8%
  Insurance:                  $13,588             $0.12          1.7%
  Administration Expense:     $17,144             $0.16          2.1%
  CAM:                        $25,322             $0.23          3.1%
  Utilities:                  $6,564              $0.06          0.8%
  Miscellanous:               $5,071              $0.05          0.6%
                              --------            -----          ----

Total Expenses:               $149,549            $1.37          18.4%
                              --------            -----          ----

Net Operating Income:         $663,827            $6.10          81.6%
                              ========            =====          ====

Comments:   Miscellaneous expense consists of travel and structural repair
            expenses

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE- (CONTINUED)                                         43

Comparable #2

Project Name:                         Delchamps Plaza North
Location:                             MacFarland & Watermelon Road
                                      Tuscaloosa, Alabama
Year Built:                           1986     GLA: 59,389 SF
Source:                               Year end statements
Type Center:                          Neighborhood Shopping Center
Analysis Year:                        1995     Analysis By: DPM

     Item                             Total            $/SF              %PGR
     ----                             -----            ----              ----
Effective Gross Rent:                 $459,768         $7.74             100%
Less Vat/Credit Loss                  $603             $0.01             0.1%
                                      ----             -----             ---
Effective Gross Rent                  $459,165         $7.73             99.9%
+ CAM/Reimbursements:                 $42,120          $0.69             8.9%
+ Misc Income:                        $3.439           $0.06             0.7%
                                      ------           -----             ---
Effec. Gross Income:                  $503,724         $8.48             100.0%

Less Expenses:
  Management:                         $30,762          $0.52             6.1%
  Ad Valorem Tax:                     $33,939          $0.57             6.7%
  Insurance:                          $4,915           $0.08             1.0%
  Administration Expense:             $1,391           $0.02             0.3%
  CAM:                                $41,892          $0.71             8.3%
  Utilities:                          $0               $0.00             0.0%
  Miscellaneous:                      $8,765           $0.15             1.7%
                                      ------           -----             ---

Total Expenses:                       $121,664         $2.05             24.2%
                                      --------         -----             ----

Net Operating Income:                 $382,060         $6.43             75.8%
                                      ========         =====             ====

Comments:    Utilities expense is included in CAM. Miscellaneous expense is
             non-pass through expense for building repair.


                                                  H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 44

COMPARABLE #3

Project Name:                        Stratford Square
Location:                            East Boulevard
                                     Montgomery, Alabama
Year Built:                          1987                    GLA: 121,236 SF
Source:                              Year end statement
Type Center:                         Community Shopping Center
Analysis Year:                       1995                    Analysis By: PJM

            Item                     Total                 $/SF          %PGR
            ----                     -----                 ----          ----
Effective Gross Rent:                $771,843              $6.37         %
+ CAM/Reimbursement                  $118,804              $0.98         %
+ Misc Income:                       $412                  $0.00         %
                                     ----                  -----         --
Effec. Gross Income:                 $891,079              $7.35         100.0%

Less Expenses:
  Management:                        $43,173               $0.36         4.8%
  Ad Valorem Tax:                    $47,541               $0.39         5.3%
  Insurance:                         $12,987               $0.11         1.5%
  Administration Expense:            $13,769               $0.11         1.5%
  CAM:                               $53,488               $0.44         6.0%
  Utilities:                         $0                    $0.00         0.0%
  Miscellanous:                      $5,650                $0.05         0.6%
                                     ------                -----         ---

Total Expenses:                      $176,608              $1.46         19.8%
                                     --------              -----         ----

Net Operating Income:                $714,471              $5.89         80.2%
                                     ========              =====         ====

Comments: Miscellaneous expense includes $3,762 for on-site management and $1,888 for advertising and promotional expenses.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 45

COMPARABLE #4

Project Name:                  Confidential
Location:                      Central Alabama
Year Built:                    1978                    GLA: 62,510 SF
Source:                        Year end Statement
Type Center:                   Neighborhood Shopping Center
Analysis Year:                 1995                    Analysis By: PJM

            Item               Total                    $/SF          %PGR
            ----               -----                    ----          ----
Effective Gross Rent:          $260,657                 $4.17         100%
+ CAM/Reimbursement            $22,347                  $0.36         %
+ Misc Income:                 $83                      $0.00         %
                               ---                      -----         --
Effec. Gross Income:           $283,087                 $4.53         100.0%
Less Expenses:
  Management:                  $10,663                  $0.17         3.8%
  Ad Valorem Tax:              $21,172                  $0.34         7.5%
  Insurance:                   $4,405                   $0.07         1.6%
  Administration Expense:      $3,556                   $0.06         1.3%
  CAM:                         $25,305                  $0.40         8.9%
  Utilities:                   $332                     $0.01         0.1%
  Miscellanous:                $1,718                   $0.03         0.6%
                               ------                   -----         ---

Total Expenses:                $67,151                  $1.07         23.7%
                               -------                  -----         ----

Net Operating Income:          $215,936                 $3.45         76.3%
                               ========                 =====         ====

Comments:     Miscellaneous expense is for building repair and maintenance not
              passed through to tenants.


                                                 H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE- (CONTINUED) 46

===============================================================================================================
                                         SUMMARY OF EXPENSE COMPARABLES
===============================================================================================================
Expense Comparable                                      1             2             3           4          Avg
---------------------------------------------------------------------------------------------------------------
Effective Gross Income (Sq. Ft.)                    $7.47         $8.48         $7.35       $4.53        $6.96

Less: Expenses

   Management                                        5.2%          6.1%          4.8%        3.8%         5.0%

   Ad Valorem Taxes (Sq. Ft.)                       $0.36         $0.57         $0.39       $0.34        $0.42

   Insurance (Sq. Ft.)                              $0.12         $0.08         $0.11       $0.07        $0.10

   Administrative Expense (Sq. Ft.)                 $0.16         $0.02         $0.11       $0.06        $0.09

   CAM (Sq. Ft.)                                    $0.23         $0.71         $0.44       $0.40        $0.45

   Utilities (Sq. Ft.)                              $0.06         $0.00         $0.00       $0.01        $0.02

   Miscellaneous (%)                                0.06%          1.7%          0.6%        0.6%         0.9%
                                                    -----         -----         -----       -----        -----

Total Expenses (Sq. Ft)                             $1.37         $2.05         $1.46       $1.07        $1.49
                                                    =====         =====         =====       =====        =====

Expense Ratio (%)                                   18.4%         24.2%         19.8%       23.7%        21.5%
===============================================================================================================

Based on these expense comparables, the pertinent expense categories in
appropriate amounts are estimated below.

Management/Leasing:           The management fees of the comparable properties
                              ranged from 3.89% to 6.1%. As indicated
                              previously, the subject property is one of fifteen
                              shopping centers in a cross collateralized
                              portfolio of retail properties under single
                              management. Considering the economics of scal, the
                              subject's management fee is estimated at the low
                              end of the range at 4% of effective rental income.

Ad Valorem tax:               The actual ad valorem taxes levied against the
                              subject obtained from the Russell County Tax
                              Assessor's office have been deemed appropr iate
                              and include d in this analysi s.

Insurance:                    Based upon the expense comparable information
                              included herein, the cost of insuring the
                              subject's improvements and the cost of liability
                              insurance is estimated to be $7,231 per year or
                              $0.10 per square foot of net leasable area.


                                                 H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE- (CONTINUED) 47

OPERATING EXPENSES (CONTINUED)

Common Area Maintenance:      The common area maintenance expense, including
                              utility expense for the parking and walkway areas,
                              based on the expense comparables expense
                              comparables has been estimated to be $32,540 per
                              year or $0.45 per sq. ft. of net leasable area.

Structural Maintenance:       Structural maintenance is estimated to be $.10 per
                              square foot for a total annual amount of $7,231
                              which is found to be similar to other neighborhood
                              shopping centers as well as typical requirements
                              by permanent lenders.

Miscellaneous Expenses:       Miscellaneous expenses for legal and accounting
                              services has been estimated to amount to 1.09% of
                              the effective gross income.

Based on the preceding, the total operating expenses are estimated to be $129,604 per year or $1.79 per square foot of net leasable area. The total expense estimate results in an operating expense ratio of 21.6% which is supported by the expense comparables.

Net Operating Income

The Net Operating Income is calculated by subtracting the Operating Expenses from the Effective Gross Income and is estimated at $495,841. The table on the following page is a reconstructed operating statement for the subject illustrating the previously discussed calculation of income and expenses.

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 48

NET OPERATING INCOME (CONTINUED)

==========================================================================================================
                                        VALUATION - INCOME APPROACH
==========================================================================================================
Total Potential Gross Income                                                                     $646,333

Less Vacancy & Collection Loss

  10% of Non-Anchor Potential Gross Income                                                        $20,888
                                                                                                  -------

EFFECTIVE GROSS INCOME                                                                           $625,445

Less Expenses:                                % of EGI      Per Sq. Ft.         Total
                                              --------      -----------         -----
  Management                                      4.0%            $0.55       $25,018

  Ad Valorem Taxes                                8.0%            $0.71       $51,329

  Property Insurance                              1.1%            $0.10        $7,231

  Common Area Maintenance                         5.1%            $0.45       $32,540

  Structural Maintenance/Reserves                 1.1%            $0.10        $7,231

  Miscellaneous                                   1.0%            $0.25        $6,302
                                                  ---             -----        ------

Total Expenses                                                                                   $129,604
                                                                                                 --------

Net Operating Income                                                                             $495,841
==========================================================================================================

CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's stabilized net operating income is capitalized with an overall capitalization rate of 9.0%. The selected overall capitalization rate is based on several methods of capitalization rate development with consideration given to the non-terminable Winn Dixie leases, and the cross collateralization of the subject property with the other fourteen shopping centers in the securitized portfolio of retail properties. The capitalization rate development methods, which are presented following the Income Approach Summary on the following page, includes rates extracted from comparable sales, recently published investor surveys, and three methods using mortgage and equity positions which include the Ellwood, Band of Investment, and Debt Coverage Ratio methods.

Rates extracted from the comparable sales, none of which had non-terminable leases, ranged from 9.57% to 10.20% with an average of 9,81% and the most recent sale being at 9.64%. Published rates from the Second Quarter 1997. Korpacz Real Estate Investor Survey for National Strip Shopping Centers, ranged from 8.25% to 13.00% with an average rate of 9.84% which is similar to the market extracted rates. The mid range rates from the three mortgage/equity methods ranged from 8.90% to 9.24%. The rates developed with mortgage equity factors reflect current conditions and declining

H.J. Porter & Associates, Inc.


CAPITALIZATION RATE - (CONTINUED) 49

interest rates. The criteria used for these methods was taken from the above mentioned investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of capitalization rate development are 10.25%, 9.31%, and 8.71% respectively. Based on this analysis and the above considerations, the subject's overall capitalization rate is estimated to fall between the Middle and Low range of the five methods.

Given the preceding, the value indication provided by the Income Approach can be expressed as follows:


VALUE INDICATION

Net Operating Income       $495,841 Capitalized at        9.0%      $5,509,345

                                                     (Rounded)      $5,510,000
================================================================================

H.J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE- (CONTINUED) 50

=======================================================================================================================
                   Property Capitalization Rate Justification
=======================================================================================================================

PROPERTY:      Russell Crossing Shopping Center

ADDRESS:       Phenix City, Alabama

DATE:          August 4, 1997
                                                                         Pessimistic        Most Likely       Optimistic
                                                                         -----------        -----------       ----------
                                                                           ============================================
   1. Market extracted rates for                                           10.20%              9.81%              9.57%
         similar local properties                                          ============================================

                                                                           ============================================
   2. Recent published cap rates                                           13.00%              9.84%              8.25%
                                                                           ============================================
          used by institutional investors

Source: Korpacz Report 2nd Quarter 1997

3. Ellwood method calculated rates

      11.55% = Eqty yield before tax

               % Property appreciation (income) over hold period =         -5.00%              0.00%              5.00%

      75.00% = Mortgage percent of value

       7.75% = Mortgage interest rate

         20  = Mortgage term in years

         10  = Investment holding period

       9.85% = Rm = Mortgage constant

      14.40% = Rmp = Mortgage constant over holding period

      31.59% = P = Percent  of mortgage paid off over hold period

       5.82% = SFF = Sink fund factor

      37.18% = J factor
                                                                           ============================================
                                         Calculated cap rate =              9.36%              8.90%              8.45%
                                                                           ============================================
4. Band of Investment Method

                                     Mortgage percent to value             70.00%             75.00%             80.00%

                                             Mortgage constant             10.35%              9.85%              9.35%

                                       Equity percent to value             30.00%             25.00%             20.00%

                                   Eqty cash on cash rate (Re)              8.00%              7.00%              6.00%

                                                                           ============================================
                                         Calculated cap rate  =             9.65%              9.14%              8.68%
                                                                           ============================================
5. Debt Coverage Ratio Method
                                     Req'd debt coverage ratio               1.25               1.20               1.15

   Mortgage percent to value                                               70.00%             75.00%             80.00%

                                             Mortgage constant             10.35%              9.85%              9.35%

                                                                           ============================================
                                           Calculated cap rate              9.06%              8.87%              8.60%
                                                                           ============================================

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

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE- (CONTINUED) 51

Explanatory Notes
Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to appropriate current property capitalization rates.

Item # 1 Reflects the current range in capitalization rates in the
local market based on actual sales - this information is historical in nature although there has been a fairly consistent pattern evident in this market over the years.

Item #2 Reflects actual cap rates used by large financial institutions
in the acquisition and financing of major real estate projects. These rates are also historical in nature, but are based on properties of a magnitude atypical in this market area. Properties that would appeal to at least a regional and perhaps a national market of potential buyers.

Item # 3 Reflects a calculated cap rate utilizing the Ellwood model
based on future expectations in income and property value growth and equity yield rates explicit input assumptions are listed. This method is compelling when market mortgage and equity yield returns are predictable and property and income changes can be reliably predicted.

Item # 4 Analyzes required capital outlays to service both the debt
(ie mortgage payment) and the equity (cash on cash or before tax cash flow or equity dividend). The weighted average of these required returns is, by definition, equal to the capitalization rate. It should be noted that the mortgage interest rate and equity yield rate are NOT part of this calculation.

Item #5 Provides another method often used by lenders. The debt
coverage ratio is a factor equal to the net operating income divided by the annual debt service in other words, it is an estimate of the "cushion" or excess of net operating income over and above debt service. The calculated cap can be solved for by the following formula R(o) = R(m) X DCR X M.

The actual cap rate used by the appraisers in this analysis is bracketed by this information. Further, this chart illustrates the implicit market expectations of the various investment parameters that are reflected by the specific capitalization rate used.

H. J. Porter & Associates, Inc.


52

MARKET APPROACH

To estimate the subject property's value by market comparison, a direct comparison is made with actual sales of other shopping center properties. These sales are analyzed on the basis of price per square foot of gross building area (GBA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties which would most likely be marketed as a total package, no sales of similar portfolios of properties were found with which to compare. The market for retail properties is national, with purchases made on the strength and reliability of the income streams. Similar shopping center sales were located in Birmingham, Madison, Moody, and Mobile, Alabama and Chattanooga, Tennessee.

Each sale is adjusted to the subject for pertinent items, including unusual financing or conditions of sale, time lapsed since sale, and physical differences such as age, condition, and construction quality and location as reflected in the net operating income.

The sales considered axe detailed on the following pages with a comparison and adjustment following the presentation of the sales data.

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 53

Comparable Improved Sites

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
Sale #1

Address/Location:         The Village on Lorna
                          3001 Lorna Road
                          Hoover, Alabama
Grantor:                  Lorna Properties
Grantee:                  Village on Lorna Shopping Center, Ltd.
Sale Date:                05/26/1995
Sale Price:               $11,200,000
Cash Equiv Price:         $11,200,000
Equity:                   $2,240,000
Debt:                     $8,960,000           First Yr. Debt Service: $933,084
Terms:                    Cash to seller; equity, debt, and Yr. 1 debt service
                          estimated based on 80% LTV, 8.5% interest, and 20 year
                          amortization.
Recorded:                 Inst. No. 1995-61351, Jefferson County
Verified With:            Hunter Keller, Engel Realty (205) 939-6800
Verified By:              David Mullins, MAI, H.J. Porter & Associates
Date Verified:            04/18/1996
Rights Conveyed:          Leased fee
Land Size:                12.6 Acres


                                                 H. J. Porter & Associates, Inc.

MARKET APPROACH - (CONTINUED)                                                 54

Sale #1 (Continued)

Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood shopping center
Parking:                      728 spaces Parking Ratio: 5.15/1,000 Sq. Ft.
Building Size:                141,444 SF(NRA)
Land:Bldg Ratio:              3.9:1
Year Built:                   1986
Condition:                    Average to Good
Building
Description:                  One story neighborhood shopping center containing
                              two separate building of masonry construction
Anchors:                      Delchamps (51,945 Sq. Ft.) and Drugs for Less
                              (14,500 Sq. Ft.)
Anchor - Sq. Ft.:             66,445 Anchor %: 46.98
Local:                        Typical local, regional, and national small
                              shop tenants
Local - Sq. Ft.:              74,999 Local %: 53.02
Lease Information:            Anchor & Local: CAM, taxes and insurance.
                              Delchamps recently expanded and renovated their
                              space with an estimated expenditure of 2.5 to 3.0
                              million dollars. In conjunction, they signed a new
                              15 year lease with 3, five year options.

ANALYSIS
(1|2|3) *Source                                TOTAL $ AMOUNT     $ PER SF (GBA)
                                               --------------     --------------
(S\A\P)          Potential Gross Income:          $1,578,760            $11.16
(A\E\F)          Vac & Credit Loss:                  $94.725            $ 0.67
                                                     -------            ------
(A\E\F)          Effec. Gross Income:             $1,484,034            $10.49
(A\E\F)          Less Expenses:                     $376.266            $ 2.66
                                                    --------            ------
(A\E\F)          Net Oper. Income                 $1,107,768            $ 7.83
(A\E\F)          Debt Semite (Yr. 1)                $933.084            $ 6.60
                                                    --------            ------
(S\A\F)          Cash Flow                          $174,684            $ 1.24


================================================================================
Field 1:        S = Seller                B = Buyer              A = Appraiser

Field 2:        A = Actual                E = Estimated

Field 3:        P = Prior Year            F = Year Following
================================================================================

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 55

Sale #1 (Continued)

INDICATORS OF VALUE:                Price Per SF (NR):                  $79.18
                                    PGIM:                               7.09
                                    EGIM:                               7.55
                                    Ro:                                 9.89%
                                    Expense Ratio:                      25.35%

Remarks:                      PGI includes potential rent based on actual base
                              rent plus expense contributions and miscellaneous
                              income. The actual 1994 NOI was $901,481 and is
                              somewhat skewed due to vacancy of local space
                              during Delchamp's expansion and rent concessions
                              during this period. Also, leasing commissions and
                              tenant improvements were deducted as expenses
                              before the NOI calculation.

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 56

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

Sale #2
Address/Location:             The Village at Moody
                              U.S. Highway 411
                              Moody, Alabama
Grantor:                      F.S. Partnership, Ltd.
Grantee:                      Birmingham Realty
Sale Date:                    02/14/1996
Sale Price:                   $4,485,000
Cash Equiv Price:             $4,485,000
Equity:                       $1,485,000
Debt:                         $3,000,000
Terms:                        $1,485,000 cash plus assumption of $3,000,000
                              mortgage at market rates and terms.
Recorded:                     Deed Book 261 at page 313, St. Clair County
Verified With:                Paul Spina, Grantor (205) 733-1131
Verified By:                  David Mullins, MAI, H.J. Porter & Associates
Date Verified:                04/10/1996
Rights Conveyed:              Leased fee
Land Size:                    8.43 Acres

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 57

Sale #2 (Continued)

Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood shopping center
Parking:                      396 spaces  Parking Ratio: 6.51/1,000 Sq. Ft.
Building Size:                60,800 SF(NRA)
Land:Bldg Ratio:              6.0:1
Year Built:                   1995
Condition:                    Good
Building
Description:                  In-line, one story masonry construction with brick
                              exterior on front and sides, and CCB on rear. Flat
                              built-up roof system
Anchors:                      Winn-Dixie (44,000 Sq. Ft.)
Anchor - Sq. Ft.:             44,000 Anchor %: 72.37
Local:                        J&E Ent., Head Start, Movie Gallery, Open Book,
                              Vulcan Rehabilitation, Moody Cleaners, Village
                              Beverage, Merle Norman, and The Nail Shop
Local - Sq. Ft.:              16,800                   Local %: 27.63
Lease Information:            Winn-Dixie - $7.00 per Sq. Ft.; Local tenant rent
                              ranges from $10.50 to $11.50 per Sq. Ft. with an
                              average of $10.67 per sq. ft. All tenants pay
                              pro-rata share of CAM, taxes, and insurance.

ANALYSIS
(1\2\3) *Source                             TOTAL $ AMOUNT      $ PER SF (GBA)
                                            --------------      --------------
(S\A\P)    Potential Gross Income:               $533,922               $8.78
(A\E\F)    Vac & Credit Loss:                      $9,920               $0.16
                                                   ------               -----
(A\E\F)    Effec. Gross Income:                  $524,002               $8.62
(A\E\F)    Less Expenses:                         $87.532               $1.44
                                                  -------               -----
(A\E\F)    Net Oper. Income                      $436,470               $7.18

================================================================================
Field 1:         S=Seller                B=Buyer                   A=Appraiser

Field 2:         A=Actual                E=Estimated

Field 3:         P=Prior Year            F=Year Following
================================================================================

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 58

Sale #2 (Continued)

INDICATORS OF VALUE:               Price Per SF (NRA):          $73.77
                                   PGIM:                        8.40
                                   EGIM:                        8.24
                                   R(o):                        10.18%
                                   Expense Ratio:               16.09%

Remarks:                      At the time of sale this center was less than one
                              year old and did not have a complete year of
                              operating history. PGI includes contract rent plus
                              estimated expense contributions. Market vacancy
                              was estimated at 5% of local tenant rent and
                              expense contributions. Expenses include 4%
                              management fee, taxes at $0.58 per sq. ft.,
                              insurance at $0.10 per sq. ft., CAM at $0.40 per
                              sq. ft., and structural maintenance at $0.50 per
                              sq. ft. This center is located at the northeast
                              corner of Interstate 10 and U.S. Highway 411 in
                              Moody, Alabama. This area is a rapidly growing
                              commercial district in the Birmingham/Atlanta
                              interstate corridor.

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 59


                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

Sale #3
Address/Location:             Plaza Center
                              Hughes Road at Old Madison Pike
                              Madison, Alabama
Grantor:                      Plaza, Ltd.
Grantee:                      Amberjack, Ltd.
Sale Date:                    12/21/1994
Sale Price:                   $5,850,000
Cash Equiv Price:             $5,850,000
Terms:                        Cash to seller
Recorded:                     Deed Book 846 at page 1097, Madison County
Verified With:                Tommy Tillman, Broker, (205) 822-7116
Verified By:                  David Mullins, MAI, H.J. Porter & Associates
Date Verified:                01/11/1995
Rights Conveyed:              Leased fee
Land Size:                    9.08 Acres
Access/Visibility:            Good/Good
Highest & Best Use            Neighborhood shopping center
Building Size:                79,400 Sq. Ft.(NRA)

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 60

Sale#3 (Continued)

Land:Bldg Ratio:              5.0:1
Year Built:                   1994
Condition:                    Good
Building
Description:                  One story masonry construction with brick veneer
                              and dryvit front. Flat built-up roof
Anchors:                      Kroger (62,800 Sq. Ft.)
Anchor - Sq. Ft.:             62,800                Anchor %: 79.09
Local:                        Sporting Edge, Cleaners, Papa John's Pizza,
                              Heavenly Hear, Baskin-Robbins, Cornerstone, Movie
                              Gallery, and Hallmark Cards
Local - Sq. Ft.:              16,600                Local %: 20.91
Lease Information:            All tenants pay pro-rata share of CAM, taxes, and
                              insurance

ANALYSIS
(1|2|3) (*)Source                      TOTAL $ AMOUNT          $ PER SF (GBA)
                                       --------------          --------------
(S\A\P)    Potential Gross Income:           $689,320                   $8.68
(S\A\P)    Vac & Credit Loss:                 $17,750                   $0.22
                                              -------                   -----
(S\A\P)    Effec. Gross Income:              $671,570                   $8.46
(S\A\P)    Less Expenses:                    $111,457                   $1.40
                                             --------                   -----
(S\A\P)    Net Oper. Income                  $560,113                   $7.05

================================================================================
Field 1:          S = Seller              B = Buyer                A = Appraiser

Field 2:          A= Actual               E = Estimated

Field 3:          P = Prior Year          F = Year Following
================================================================================

INDICATORS OF VALUE:          Price Per SF (NRA):                   $37.68
                              PGIM:                                 8.49
                              EGIM:                                 8.71
                              R(o):                                 9.57%
                              Expense Ratio:                        16.60%

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 61


                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

Sale#4
Address/Location:             North Hixson Marketplace
                              Hixson Pike and Camp Columbus Road
                              Chattanooga, TN
Grantor:                      North Hixson, L.L.C.
Grantee:                      Amberjack, Ltd.
Sale Date:                    03/04/1996
Sale Price:                   $4,760,000
Cash Equiv Price:             $4,760,000
Terms:                        Cash to seller
Recorded:                     Unknown, Hamilton County
Verified With:                Dick Schmalz with Grantor (205) 871-2617
Verified By:                  David Mullins, MAI, H.J. Porter & Associates
Date Verified:                03/15/1996
Rights Conveyed:              Leased fee
Land Size:                    9.24 Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood shopping center

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 62

Sale #4 (Continued)

Parking:                      405 Spaces      Parking Ratio: 5.88/1,000 sq. ft.
Building Size:                63,270 Sq. Ft.(NRA)
Land:Bldg Ratio:              6.4:1
Year Built:                   1995
Condition:                    Good
Building
Description:                  One story neighborhood shopping center with split
                              face block exterior walls and synthetic stucco on
                              steel stud canopy.

Anchors:                      Winn-Dixie (49,600 sq. ft. GBA and 44,000 sq. ft.
                              NRA) and Big B Drugs (8,470 sq. ft.)

Anchor - Sq. Ft.:             52,470      Anchor %: 82.93
Local:                        Movie Gallery, Sally's Beauty, and other local
                              tenants
Local - Sq. Ft:               10,800      Local %: 17.07
Lease Information:            All tenants pay pro-rata share of CAM, taxes,
                              and insurance.


ANALYSIS
(1|2|3) *Source                           TOTAL $ AMOUNT          $ PER SF (GBA)
                                          --------------          --------------
(S\A\P)     Potential Gross Income:            $623,083                    $9.85
(A\E\F)     Vac & Credit Loss:                  $13,057                    $0.21
                                                -------                    -----
(A\E\F)     Effec. Gross Income:               $610,026                    $9.64
(A\E\F)     Less Expenses:                     $124,533                    $1.97
                                               --------                    -----
(A\E\F)     Net Oper. Income                   $485,493                    $7.67

================================================================================
Field 1:            S = Seller              B = Buyer              A = Appraiser

Field 2:            A = Actual              E = Estimated

Field 3:            P = Prior Year          F = Year Following
================================================================================


INDICATORS OF VALUE:          Price Per SF (NRA):            $75.23
                              PGIM:                          7.64
                              EGIM:                          7.80
                              R(o):                          10.20%
                              Expense Ratio:                 20.41%


                                                 H. J. Porter & Associates, Inc.

MARKET APPROACH - (CONTINUED)                                                 63

SALE #4 (CONTINUED)

Remarks:                      At the time of sale there were two vacant local
                              shops containing 2,400 sq. ft. Expense
                              contribution included in PGI and local vacancy.
                              Vacancy based on 10% of local shop income plus
                              expense contributions. Expenses based on 4%
                              management, excluding expense contributions, $1.59
                              for taxes, CAM, and insurance, plus $0.05 for
                              structural reserves. The estimated expenses were
                              consistent with the Grantor's pro forma. Average
                              local shop space rent for leased space was $10.45
                              per sq. ft.

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 64


                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

SALE #5
Address/Location:             Hillcrest Marketplace
                              Hillcrest Road at Grelot Road
                              Mobile, Alabama
Grantor:                      Hillcrest Marketplace, Ltd.
Grantee:                      Confidential
Sales Date:                   9/15/1997 (Proposed Closing Date)
Sales Price:                  $6,490,000
Cash Equiv Price:             $6,490,000
Terms:                        Cash to seller
Recorded:                     Sale Pending
Verified With:                Scott Holcombe, Arlington Properties - Developers
                              (205) 328-9600
Verified By:                  Harris Hollans, H.J. Porter & Associates
Date Verified:                04/02/1997
Rights Conveyed:              Leased fee
Land Size:                    12.49 Acres
Access/Visibility:            Good/Good
Highest & Best                Use:Neighborhood shopping center


                                                 H. J. Porter & Associates, Inc.

MARKET APPROACH - (CONTINUED)                                                 65

SALE #5 (CONTINUED)

Parking:                      359 Spaces    Parking Ratio: 4.63/1,000 sq. ft.
Building Size:                76,365 Sq. Ft.(NRA)
Land:Bldg Ratio:              7.1: 1
Year Built:                   1997
Condition:                    Good
Building
Description:                  Red brick veneer front over concrete block walls.
                              Reinforced concrete slab. Single ply membrane
                              roof. Raised seam metal and canvas awning.
Anchors:                      Winn-Dixie (51,282 sq. ft.) and Revco
                              Drugs (9,240 sq. ft.)
Anchor- Sq. Ft.:              60,522         Anchor %: 79.25
Local:                        Typical national, regional, and local tenants
Local- Sq. Ft.:               15,843         Local %: 20.75
Lease Information:            Winn-Dixie rent is $8.00 per sq. ft.; Revco rent
                              is $8.00 per sq. ft.; local tenant rents are
                              $12.50 per sq. ft. Anchor expense contributions
                              were estimated at $0.99 per sq. ft. with local
                              tenants at $1.38 per sq. ft.


ANALYSIS
(1/2/3) *Source                            TOTAL $ AMOUNT         $ PER SF (GBA)
                                           --------------         --------------
(S\A\P)       Potential Gross Income:            $756,072                  $9.90
(A\E\F)       Vac & Credit Loss:                  $17,613                  $0.23
                                                 --------                  -----
(A\E\F)       Effec. Gross Income:               $738,459                  $9.67
(A\E\F)       Less Expenses:                     $112,823                  $1.48
                                                 --------                  -----
(A\E\F)       Net Oper. Income                   $625,636                  $8.19


================================================================================
Field 1:         S = Seller              B = Buyer                 A = Appraiser

Field 2:         A = Actual              E = Estimated

Field 3:         P = Prior Year          F = Year Following
================================================================================

INDICATORS OF VALUE:              Price Per SF (NRA)        $84.99
                                  PGIM:                     8.58
                                  EGIM:                     8.79
                                  R(o):                     9.64%
                                  Expense Ratio:            15.28%

H. J. Porter & Associates, Inc.


MARKET APPROACH- (CONTINUED)                                                  66

SALE #5 (CONTINUED)


Remarks:                      The total gross building area of the shopping
                              center is 77,557 sq. ft. Local tenant space was
                              projected to be 100% leased prior to completion.

The sale of the property was also negotiated prior to completion. Estimated completion date was July, 1997. There were five out-parcel lots at the center which were not included in the transaction. Significant site work was necessary for development.Estimated site work totalled $85,000 per acre. Out-parcels were marketed to Wendy's, New York Bagel, and Boston Market.

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

IMPROVED SALES MAP

H. J. Porter & Associates, Inc.


MARKET APPROACH- (CONTINUED) 67

The sales detailed above are compared and adjusted to the subject for pertinent items of difference as:

====================================================================================================================================
                                              SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
====================================================================================================================================
Comp. Number                   Subject                  #1               #2                   #3                 #4            #5
------------------------------------------------------------------------------------------------------------------------------------
Center Name                                    Vill@ Lorna     Vill @ Moody         Plaza Center       North Hixson     Hillcrest

Grantor                                        Lorna Prop.      FS Partners           Plaza, Ltd        North Hixon     Hill. Ltd

Grantee                                         Vill, Ltd.      Birm.Realty      Amberjack. Lltd    Amberjack. Lltd         Conf.
Cash Eq.Sale Price                             $11,200,000       $4,485,000           $5,850,000         $4,760,000    $6,490,000

Date of Sale                     8/5/97            5/26/95          2/14/96             12/21/94             3/4/96        7/1/97

Gross Leasable Area              72,312            141,444           60,800               79,400             63,270        76,365

Sale Price/Sq.Ft.                                   $79.18           $73.77               $73.68             $75.23        $84.99

NOI                            $495,841         $1,107,768         $436,470             $560,113           $485,493      $625,636

NOI per Sq. Ft.                   $6.86              $7.83            $7.18                $7.05              $7.67         $8.19

EGIM                                                  7.55             8.56                 8.71               7.80          8.79
====================================================================================================================================
ADJUSTMENTS                                             #1               #2                   #3                 #4            #5
------------------------------------------------------------------------------------------------------------------------------------
Conditions of Sale                                  Normal           Normal               Normal             Normal        Normal

                                                     $0.00            $0.00                $0.00              $0.00         $0.00

Market Conditions/ Time @         5.0%                11.0%             7.4%                13.1%              7.1%          0.5%

Preliminary Adj.Price/Sq.Ft.                        $87.88           $79.20               $83.35             $80.58        $85.39
====================================================================================================================================
PHYSICAL DIFFERENCES                                    #1               #2                   #3                 #4            #5
------------------------------------------------------------------------------------------------------------------------------------
NOI Adjustment                                      ($0.14)          ($0.05)              ($0.03)            ($0.12)       ($0.19)
                                                    ------           ------               ------             ------        ------

Overall Adjustment                                 ($11.26)          ($3.46)              ($2.12)            ($8.96)      ($16.56)
====================================================================================================================================
Final Adjusted Price/Sq. Ft. of Bldg                $76.62           $75.74               $81.23             $71.62        $68.84
====================================================================================================================================

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:            No adjustment indicated.

TIME:                         Considers an increase of 5% per year based on
                              analysis of the overall capitalization rates of
                              the comparable sales and range of rates from the
                              five methods considered in the Income Approach.

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 68

NET OPERATING INCOME:         The comparable sales were adjusted to the subject
                              based on the difference in net operating income.
                              As indicated in the following table, there is a
                              direct relationship between the sale price per
                              square foot and net operating income per square
                              foot.

              ======================================================
              Sale No.             SP/Sq.Ft.             NOI/Sq. Ft.
              ======================================================
                 1                  $79.18                  $7.83

                 2                  $73.77                  $7.18

                 3                  $73.68                  $7.05

                 4                  $75.23                  $7.67

                 5                  $84.99                  $7.64
              ======================================================
              Subject                 NA                    $6.86
              ======================================================

The adjustment for NOI is based on the following formula: the comparable sales NOI per square foot is subtracted from the subject's estimated NOI per square foot and the difference is divided by the comparable's NOI per square foot.

The adjusted sales present an adjusted range of value from $71.62 to $81.23 per square foot. Each of the comparables were given relatively equal weigh in the value estimate by the direct comparison. Based on these adjusted sales, the subject property is valued by direct comparison as:


VALUE INDICATION - MARKET APPROACH

Price per Sq. Ft.:   72,312      Sq.Ft. X     $75.00    per Sq.Ft. =  $5,423,400

                                                        ROUNDED       $5,423,000
================================================================================

H. J. Porter & Associates, Inc.


MARKET APPROACH - (CONTINUED)                                                 69

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

               ========================================================
               Sale No.              EGIM                Expense Ratio
               ========================================================
                  1                  7.55                   25.30%

                  2                  8.56                   16.70%

                  3                  8.71                   16.60%

                  4                  7.80                   20.40%

                  5                  8.79                   15.28%
               ========================================================
               Subject                NA                    20.70%
               ========================================================

The Effective Gross Income Multipliers of the four comparable sales range from 7.55 to 8.79. There is a direct correlation between operating expense ratios and EGIM's. Sales 2, 3, 4, and 5 have lower operating expense ratios; Sale 1 has a higher operating expense ratios. As the subject's forecasted operating expense ratio is 20.7 which is closer to Sales 1 and 4, it would be considered reasonable to assume it would have an EGIM near the lower end of the range. However, because the subject is part of a cross collateralized portfolio as discussed previously and would enjoy the benefits of such an association, a EGIM toward the higher end of the range would appear justified.

Based on these sales, the subject is valued by EGIM as:


VALUE INDICATION - MARKET APPROACH

Effective Gross Income Multiplier $625,445 PGI x 8.75 = $5,473,000

The two market indicators of value are correlated with slightly greater weight given to adjusted sale price per square foot for a value by Market Approach of $5,450,000.

H. J. Porter & Associates, Inc.


RECONCILIATION AND FINAL VALUE ESTIMATE 70

Cost Approach ..................................................... $5,150,000

This approach is felt to be reliable, being based on a respected national cost service's figures as well as actual cost of other centers and the Developer's cost breakdown. The land value is based on commercial land sales from the subject's market area and is felt to be well supported. However, this approach does not mirror the actions of investors in properties similar to the subject. Therefore, this approach is given little consideration in the final value estimate.

Income Approach ................................................... $5,510,000

This approach is felt to be most indicative of the subject's value. It best reflects current and projected market conditions as they relate to the subject and mirrors the actions of investors in today's market. Overall, this approach is afforded greatest consideration and is supported by the Market Approach.

Market Approach ................................................... $5,450,000

This approach is based on the most recent sales of other neighborhood shopping centers and is reliant upon the direct sales comparison on a price per square foot basis, and the effective income multiplier method. This approach is afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the subject's leased fee interest, has a market value, as of August, 5, 1997, of:

FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
($5,500,000)

Divided As:   Improvements        $4,157,000
              Land                $1,340,000
                                  ----------
              Total               $5,500,000

H. J. Porter & Associates, Inc.


71

CERTIFICATION

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

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

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

3. Neither party signing this report has a present or prospective interest in the property that is the subject of this report, nor do they have any personal interest or bias with respect to the parties involved.

4. Our compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. Our compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of stipulated result, or the occurrence of a subsequent event.

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

6. The use of this report is subject to the requirements of the Appraisal Institute and the Alabama Real Estate Appraisers Board relating to review by its duly authorized representatives.

7. This assignment was made subject to regulations of the State of Alabama Real Estate Appraisers Board. The undersigned state certified appraiser has met the requirements of the board that allow this report to be regarded as a 'certified appraisal'.

8. Howard J. Porter, Jr., MAI, CCIM, is currently certified under the continuing education program of the Appraisal Institute.

9. Howard J. Porter, Jr., MAI, CCIM, has not made a personal inspection of the property that is the subject of this report.

H.J. Porter & Associates, Inc.


72

CERTIFICATION- (CONTINUED)

10. Glen E. Heinzelman, Associate, has made a personal inspection of the property that is the subject of this report.

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

12. This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan.

13. Based upon the foregoing investigations and analysis, it is our opinion that the subject property has a market value estimate as:

(As of August 5, 1997)

FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
($5,500,000)

/s/ Howard J. Porter, Jr.                          11/13/97
-----------------------------------------          --------
Howard J. Porter, Jr., MAI, CCIM                   Date
Certified General Real Property Appraiser
Alabama Certificate #G51


/s/ Glen E. Heinzelman
-----------------------------------------          --------
Glen E. Heinzelman, Associate                      Date
Licensed Real Property Appraiser
Alabama Certificate #L12


                                         H.J. Porter & Associates, Inc.


EXHIBITS

Location Map .....................................   Facing Page 3
State Map ........................................   Facing Page 7
Site Plan ........................................  Facing Page 15
Subject Photographs ..............................  Facing Page 16
Land Sales Map ...................................  Facing Page 26
Rental Map .......................................  Facing Page 38
Improved Sales Map ...............................  Facing Page 67

REAR EXHIBITS

Korpacz Real Estate Investor Survey
Assumptions and Limiting Conditions
Qualifications
State of Alabama Certifications

H.J. Porter & Associates, Inc.



Korpacz

NATIONAL STRIP SHOPPING CENTER MARKET

The trend toward investors focusing on retail acquisitions continues this quarter. They believe that since the prices of other property types have been bid up retail offers better relative values. "We're seeing the beginning of a run up in retail again," says one participant. The major interest tends to be on neighborhood and community centers.

The optimum size of the ideal strip shopping center is 100,000 square feet to 130,000 square feet, but investors will also consider larger properties, especially if there is the potential to put in other anchor stores. such as Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are smaller than 100.000 square feet some portfolios may have centers as small as 70,000 square feet and as large as 200.000 square feet. "But there you have to take good with bad." comments a participant. The supply of available strip centers is plentiful, but it is hard to find those of optimum size that are anchored by a market-dominant grocery store.

The importance of the grocery anchor is based on its capability to generate traffic in the center, which greatly enhances the landlord's ability to lease the in-line stores. The traffic increases in-line store sales volume, which mitigates the risk of ownership and provides the investor with the requisite yield from such a center.

The size of the grocery anchor is also significant in its competitive position. Although the optimum size varies by market, in major metropolitan areas between 50,000 square feet and 75,000 square feet is ideal. In smaller markets a 40,000-square-foot store can be successful. However, the older 25,000-square-foot stores are considered functionally obsolete.

Over the next 12 months, prices in the national strip shopping center market are expected to remain stable or drop slightly. Survey participants put the average decrease at 1.78%.

Key indicators in the national strip shopping center market support the expectation of stagnant values for the year. Again this quarter, the changes in indicators are small. The average discount rate (IRR)increased 2 basis points (see Table 7). This follows a 10 basis-point decrease last quarter.

The average overall cap rate (OAR) decreased 1 basis point to 9.34%. Highly desirable centers trade at cap rates between 8.00% and 10.00%, but most close at cap rates between 10.00% and 11.00%.

Strip shopping centers have long been perceived to pose higher investment risk than regional malls, and both IRRs and going-in cap rates have reflected a premium for the higher risk. In fourth quarter 1996, however, for the first time since we began tracking the national strip shopping center market in fourth quarter 1991, the average IRR, fell below the national regional mall market average IRR. This quarter the rates are 11.55% and 11.75% respectively.

The strip shopping center OAR is still considerably higher than the regional mall rate. The spread between the two had narrowed during 1996. However, last quarter's 7-basis-point increase in the strip shopping center OAR widened the gap again. The current OAR premium is 127 basis points. It was 173 one year ago. By comparison, the national power center OAR is 9.58%, 26 basis points lower than the strip shopping center rate.

Investors would like to acquire portfolios of neighborhood and community shopping centers that are located in one region, thus presenting the opportunity for management and leasing efficiencies. These are difficult to find, however, and are priced at a premium.|_|

Table 7
National Strip Shopping Center Market

SECOND QUARTER 1997

KEY INDICATORS                CURRENT QUARTER       LAST QUARTER      YEAR AGO
==========================  ==================== ================= =============
Discount Rate (RR)(a)
=========================== ==================== ================= =============
RANGE                          10.00%-14.00%       10.00%-14.00%   10.00%-14.00%
AVERAGE                           11.55%              11.53%          11.74%
CHANGE (Basis Points)               --                  +2             -19

==========================  ==================== ================= =============
Overall Cap Rate (OAR)(a)
==========================  ==================== ================= =============
RANGE                          8.25%-13.00%        8.25%-13.00%    8.25%-13.00%
AVERAGE                           9.84%               9.85%           9.90%
CHANGE (Basis Points)               --                  -1             -6

==========================  ==================== ================= =============
Market Rent Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-6.00%         0.00%-6.00%     0.00%-6.00%
AVERAGE                           2.83%               2.73%           2.60%
CHANGE (Basis                       --                 +10             +23
Points)

==========================  ==================== ================= =============
Expense Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-5.00%         0.00%-5.00%     2.00%-5.00%
AVERAGE                           3.58%               3.67%           3.99%
CHANGE (Basis Points)               --                  -9             -41

==========================  ==================== ================= =============
Residual Cap Rate
==========================  ==================== ================= =============
RANGE                          8.25%-12.00%        8.25%-12.00%    8.25%-13.50%
AVERAGE                           9.92%               9.92%           10.13%
CHANGE (Basis Points)               --                  0              -21

a. Rate on unleveraged, all-cash transactions
b. Initial rate of change


Preliminary Environmental Site Assessment Proposed Shopping Center Site Phenix City, Alabama
ATEC Project No. 33-77419


Atec Associates, Inc.
[GRAPHICS OMITTED]

Consulting Geotechnical & Materials Engineers


Prelimenary Environmental Site Assessment Proposed Shopping Center Site Phenix City, Alabama
ATEC Project No 33-77419

[GRAPHICS OMITTED]

Prepared For:

The Newton Company
725 East Main Street
Prattville, Alabama 36067

Atten: Mr. Byron Trachte


[LETTERHEAD]

[ATEC Associates, Inc. / Southern Testing Laboratories]

Montgomery, Alabama
August 7, 1987

The Newton Company
725 East Main Street
Prattville, Alabama 36067

Atten: Mr. Byron Trachte

Subject: Preliminary Environmental Site Assessment Proposed Shopping Center Site Phenix City, Ala ATEC Project No. 33-77419

Gentlemen:

Submitted herewith is our preliminary environmental site assessment for proposed shopping center site in Phenix City, Alabama. This study was conducted in accordance with our written proposal No. A-1599, dated July 16, 1987.

This report contains the results of our findings and an engineering interpretation of these results with respect to the proposed development.

We appreciate the opportunity to be of service to you on this project. If we can be of further assistance, or if you have any questions regarding this report, please contact this office.

Very Truly Yours
ATEC Associates, Inc.

/s/ Wm. Carey Kelly                            /s/ H.W. Carr
Wm. Carey Kelly, P.E.                          H.W. Carr, Jr.
Engineering Manager                            Branch Manager

[SEAL]


TABLE OF CONTENTS

1.0 PURPOSE AND SCOPE..........................
2.0 SITE LOCATION..............................
3.0 LAND HISTORY AND PAST USAGE................
4.0 SITE INSPECTION............................
5.0 LIENS FOR HAZARDOUS WASTE CLEAN-UP ........
6.0 ENVIRONMENTAL SITE HISTORY.................
7.0 CONCLUSIONS AND RECOMMENDATIONS............
FIGURE 1


1.0 PURPOSE AND SCOPE

The purpose of this study was to perform a preliminary environmental site assessment for the proposed shopping center site in Phenix City, Alabama. This preliminary assessment was performed by investigating the following four (4) items and evaluating the findings with respect to the proposed development:

(1) Review of land history and past usage.

(2) Physical inspection of the site.

(3) Review of records to determine if any hazardous waste clean-up liens exist for the site .

(4) Consultation with Alabama Department of Environmental Management (ADEM) Officials to determine the environmental history of the site.

Our findings for the above mentioned four (4) items are presented in following sections of this report.

2.0 SITE LOCATION

The site is located in Phenix City, Alabama. More specifically, the site is bound on the east by Opelika Road, on the south by Twentieth Street, on the west by U.S. Highway 280/431, and on the north by Twenty Fifth Street and lies within the NW 1/4 of the SE 1/4 and the SW 1/4 of the NE 1/4 of Section 9, Township 17 North, Range 30 East. Figure 1 shows the location of the site with respect to the adjacent roads.


The portion of the site located between Twentieth and Twenty - Second Streets slopes steeply from north and south toward the wet weather creek which runs across the middle of the property from southwest to northeast. A review of the United States Geological Survey topographic map of the area indicates that this creek is a tributary of Mill Creek. The tributary flows beneath U.S. Highway 280/431 in a 4'x5' concrete culvert runs across the property and beneath the Opelika Road in a 5'x5' concrete culvert.

The walking survey of the site revealed no evidence of any drum or tank storage areas, underground tank locations, obvious past disposal areas, or areas showing evidence of vegetative distress. The area around the existing onestory block structure located at the southwest corner of the site had several small stained spots adjacent to the structure where old automobile engines had been left and motor oils have washed off the engines onto the ground. These areas are quite small and no vegetative distress was observed around the building or behind the building where the terrain drops off steeply. During our drilling operations, a bull dozer was required to clear some areas and to pull our drill around because of the steep and rough terrain. Therefore, it appears that very limited access would have been available to dump any contaminants.

In addition to the walking survey, the soil samples obtained from the subsurface investigation were examined for evidence of any environmental pollutants. The soil samples did not indicate the presence of staining, pitting or foreign matter such as glass, brick fragments, cinders or metal remnants which would be indicative of previous landfilling activities. It should be noted that the test boring logs depict subsurface conditions only at the specific boring locations and at the particular time designated on the boring logs.


Soil conditions at other locations may differ from conditions occurring at the boring locations. Copies of the boring logs are included in our subsurface investigation report for this project.

5.0 LIENS FOR HAZARDOUS WASTE CLEAN-UP

According to Ms. Caroline Moore, with Phillips and Funderburk, Lawyers, the title search for the subject project did not reveal any hazardous waste clean-up liens against the subject property.

6.0 ENVIRONMENTAL SITE HISTORY

A review of records maintained by the Alabama Department of Environmental Management (ADEM) indicate that the site has not been the subject of a state or federal hazardous waste clean-up investigation. The records did not show any past spills or disposal areas on the site.

7.0 CONCLUSIONS AND RECOMMENDATIONS

Based on findings of this study it appears that the possibility of hazardous waste contaminants being present on the site is extremely remote. The oil stains noted around the old garage on the Martin property are small and surficial and should pose no environmental problems, nor require any special clean up operations. Since environmental problems have not been indentified on this site, we feel that additional environmental studies, (sampling and testing), are not warranted.


[GRAPHICS OMITTED]

ATEC ASSOCIATES, INC.
FIGURE 1

SHOPPING CENTER SITE
PHENIX CITY, ALABAMA


ASSUMPTIONS AND LIMITING CONDITIONS

1. COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

Possession of this report or any copy thereof does not carry with the right of publication, nor may it be used for other than its intended use. The report may not be used for any purpose by any person or corporation other than the client or the party to whom it is addressed or copied without the written consent of the appraiser, and then only in its entirety.

Neither all nor any part of the contents of this report shall be conveyed to the public through advertising, public relations efforts, news, sales, or other media, without the written consent and approval of the appraiser, nor may any reference be made in such a public communication to the Appraisal Institute or the MAI designation.

2. CONFIDENTIALITY:

The appraiser may not divulge the material (evaluation) contents of the report, analytical findings or conclusions, or give a copy of the report to anyone other than the client or his designee as specified in writing except as may be required by the Appraisal Institute as they may request in confidence for ethics enforcement, or by a court of law or body with the power of subpoena.

This appraisal is to be used only in its entirety and no part is to be used without the whole report. All conclusions and opinion concerning the analysis are set forth in the report and were prepared by the Appraiser whose signature appears on the appraisal report, unless indicated as "Review Appraiser". No change of any item in the report shall be made by anyone other than the Appraiser and/or officer of the firm. The Appraiser and firm shall have no responsibility if any such unauthorized change is made.

3. INFORMATION USED:

No responsibility is assumed for accuracy of information furnished by or from others, the client, his designee, or public records. We are not liable for such information or the work of possible subcontractors. The comparable data relied upon in this report has been confirmed with one or more parties familiar with the transaction or from affidavit; all are considered appropriate for inclusion to the best of our factual judgement and knowledge.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4. TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

The contract for appraisal, consultation or analytical service, are fulfilled and the total fee payable upon completion of the report. The appraiser or those assisting in the preparation of the report will not be asked or required to give testimony in court or hearing because of having made the appraisal, in full or in part, nor engage in post appraisal consultation with client or third parties except under separate and special arrangement and at additional fee.

5. EXHIBITS:

The sketches and maps in this report are included to assist the reader in visualizing the property and are not necessarily to scale. Various photos, if any, are included for the same purpose and are not intended to represent the property in other than actual status, as of the date of the photos. Site plans are not surveys unless shown from separate surveyor.

6. LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN COMPONENTS, SOIL:

No responsibility is assumed for matters legal in character or nature, nor matters of survey, nor of any architectural, structural, mechanical, or engineering nature. No opinion is rendered as to the title, which is presumed to be good and merchantable. The property is appraised as if free and clear, unless otherwise stated in particular parts of the report.

The legal description is assumed to be correct as used in this report as furnished by the client, his designee, or as derived by the appraiser.

The appraiser has inspected as far as possible, by observation, the land and the improvements thereon; however it was not possible to personally observe conditions beneath the soil or hidden structural, or other components. We have not critically inspected mechanical components within the improvements and no representations are made herein as to these matters unless specifically stated and considered in the report. The value estimate considers there being no such conditions that would cause a loss of value. The land or the soil of the area being appraised appears firm, however subsidence in the area is unknown. The appraiser does not warrant against this condition or occurrence of problems arising from soil conditions.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

The appraisal is based on there being no hidden, unapparent, or apparent conditions of the property site, subsoil, or responsibility is assumed for any such conditions or for any expertise or engineering to discover them. All mechanical components are assumed to be in operable condition and status standard for properties of the subject type. Conditions of heating, cooling, ventilating, electrical and plumbing equipment is considered to be commensurate with the condition of the balance of the improvements unless otherwise stated. No judgement is made as to adequacy of insulation, type of insulation, or energy efficiency of the improvements or equipment.

7. RELATING TO THE AMERICAN WITH DISABILITIES ACT:

The Americans with Disabilities Act ("ADA") became effective January 26, 1992. The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since there is no direct evidence relating to this issue, possible non-compliance with the requirements of ADA in estimating the value of the property has not been considered.

8. LEGALITY OF USE:

The appraisal is based on the premise that, there is full compliance with all applicable federal, state and local environmental regulations and laws unless otherwise stated in the report; further that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further, it is assumed that all required licenses, consents, permits, or other legislative or administrative authority, local, state, federal and/or private entity or organization have been or can be obtained or renewed for any use considered in the value estimate.

9. COMPONENT VALUES:

The distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. The separate valuations for land and building must not be used in conjunction with any other appraisal and are invalid if so used.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10. AUXILIARY AND RELATED STUDIES:

No environmental or impact studies, special market study or analysis, highest and best use analysis study or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report. The appraiser reserves the unlimited right to alter, amend, revise or rescind any of the statements, findings, opinions, values, estimates, or conclusions upon any subsequent study or analysis or previous study or analysis subsequently becoming known to him.

11. DOLLAR VALUES, PURCHASING POWER:

The market value estimated, and the costs used, are as of the date of the estimate of value. All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate.

12. INCLUSIONS:

Furnishings and equipment of business operations except as specifically indicated and typically considered as a part of real estate, have been disregarded with only the real estate being considered in the value estimate unless otherwise stared.

13. PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

Improvements proposed, if any, on or off-site, as well as any repairs required are considered, for purpose of this appraisal to be completed in good and workmanlike manner according to information submitted and/or considered by the appraiser. In cases of proposed construction, the appraisal is subject to change upon inspection of property after construction is completed. This estimate of market value is as of the date shown, as proposed, as if completed and operating at levels shown and projected.

14. VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

The estimated market value is subject to change with market changes over time; value is highly related to exposure, time, promotional effort, terms motivation, and conditions surrounding the offering. The value estimate considers the productivity and relative attractiveness of the property physically and economically in the marketplace. The "Estimate of Market Value" in the appraisal report is not based in whole or in part upon the race, color or national origin of the present owners or occupants of the properties in the vicinity of the property appraised.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

In cases of appraisals involving the capitalization of income benefits, the estimate of market value is a reflection of such benefits and appraiser's interpretation of income and yields and other factors derived from general and specific market information. Such estimates are as of the date of the estimate of value; they are thus subject to change if the market is naturally dynamic.

15. MANAGEMENT OF THE PROPERTY:

It is assumed that the property which is the subject of this report will be under prudent and competent ownership and management; neither inefficient nor super efficient.

16. CONTINUING EDUCATION CURRENT:

The Appraisal Institute conducts a voluntary program of continuing education for its designated members. MAIs and RMs who meet the minimum of this program are awarded periodic certification. I am currently certified under the Appraisal Institute Voluntary Continuing Education Program.

17. FEE:

The fee for this appraisal or study is for the service rendered and not for the time spent on the physical report.

18. AUTHENTIC COPIES:

The authentic copies of this report are signed in blue ink. Any copy that does not have an original signature is unauthorized and may have been altered.

19. HAZARDOUS MATERIALS:

Unless otherwise stated in this report, the appraiser signing this report has no knowledge concerning the presence or absence of urea-formaldehyde foam insulation or asbestos containing material in existing improvements; if such materials are present the value of the property may be adversely affected and reappraisal at additional cost necessary to estimate the effects of such material.

20. Unless otherwise noted within the attached report, there are no items of FF&E included in the reported value. Any equipment included with the property in the value are only those items that are considered as an integral part of the realty, even though technically they could be legally considered as personalty.

H.J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21. NOTE

ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
OF THE ABOVE CONDITIONS.

H.J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS
OF
GLEN E. HEINZELMAN

CURRENT STATUS

Glen E. Heinzelman is involved in the appraisal of and consulting with owners of income producing real estate. He is an Associate Appraiser with H. J. Porter & Associates, Inc. with offices located at:

H. J. Porter & Assoc., Inc 631 Stage Road P.O. Box 28 Auburn, AL 36830 (205) 826-8682

H.J. Porter & Assoc. of Birmingham #14 Office Park Circle Suite 230 Birmingham, AL 35223 (205) 871-3600

H.J. Porter & Assoc. of Montgomery 235 S. Court Street:


Montgomery, AL 36104
(205) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Heinzelman is an MAI candidate for membership in the Appraisal Institute; Candidate No. M921950.

Alabama Licenced Real Property Appraiser - Certificate No. L12 Georgia Licenced Real Property Appraiser - Certificate No. 6165 Licenced Real Estate Salesperson
- State of Alabama

PROFESSIONAL EDUCATION STATUS

These courses include:

Course                                       Sponsor                   Location
------                                       -------                   --------
Real Estate Appraisal Principles             AIREA                     Arizona State University
Basic Valuation Procedures                   AIREA                     Arizona State University
Capitalization Theory & Techniques           AIREA                     Arizona State University
Advanced Capitalization                      Appraisal Institute       Birmangham, Alabama
USPAP Parts A & B                            Appraisal Institute       Birmangham, Alabama
Advanced Applications                        Appraisal Institute       Tuscaloosa, Alabama
Report Writing & Valuation Analysis          Appraisal Institute       Plano, Texas

Mr. Heinzelman has also taken various seminars offered by the AIREA, IR/WA, and others.

PROFESSIONAL EXPERIENCE

The scope of Mr. Heinzelman' s experience includes the appraisal of commercial, multi-family residential, industrial, farm, condemnation, special use properties, marketability, feasibility, and reuse analysis, appraisal review, and consulting. Geographic areas of experience include the States of Alabama, Arizona, California, Florida, Georgia, Mississippi, Nevada, and Tennessee. Qualified as expert witness in Federal and Circuit Courts in the States of Arizona, California, and Nevada.

H.J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS
OF
HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with owners of income producing real estate. He is President of H J Porter & Associates, Inc. with offices located at:

H. J. Porter & Assoc. Inc. 631 Stage Road/p.O. Box 28 Auburn, AL 36830 (334) 826-8682

H. J. Porter & Assoc. Of Birmingham #14 Office Park Circle Suite 230 Birmingham, AL 35223 (205) 871-3600

H. J. Porter & Assoc. of Montgomery 235 S. Court Street Montgomery, AL 36104 (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation (Certificate Number 5924). He has served as a member of the SREA Young Advisory Council (1977 & 1978). He served as President of the Birmingham SREA Chapter #106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is a Realtor(R) Member and past Vice-President of the Lee County Association of Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the Commercial Investment Real Estate Council of the National Association of Realtors(R). He is a member of the International Right of Way Association (Alabama Chapter #26) and is a panel member of the American Arbitration Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by the Appraisal institute (AIREA) and the Society of Real Estate Appraisers (SREA) now merged as The Appraisal Institute. Additionally, he has credit for courses offered by the Real Estate Securities and Syndication Institute (RESSI) the Urban Land Institute (ULI), and the International Right of Way Association (IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for its designated members. MAIs and RaMs who meet the minimum standards of this program are awarded periodic educational certification. He is currently certified under the Institute's voluntary continuing education program. Mr. Porter is currently a Certified General Real Property Appraiser in Alabama (Certificate #CG51) and a Certified Real Estate Appraiser in Georgia (Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the Jefferson County School System and graduated from Auburn, University. His major fields of study were Economics and Finance with a B.S. Degree in Business Administration.

H.J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER. JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a Realtor(R) Member of the Lee County Association of Realtors(R). From 1974 through 1983 he was involved with appraisals, market research, syndication and consulting on various types of real estate. From 1983 through 1985 he was President of a regionally active development company headquartered in Auburn, Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn, Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and USPAP, has served as an adjunct faculty member in the Auburn University Department of Community Planning, and is an appraisal instructor for the International Right of Way Association. He also has given talks to various real estate related groups throughout Alabama. Mr. Porter has developed, constructed, owned, and managed investment real estate for his own and affiliated partnership's account.

REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

Governmental                                   Corporate
------------                                   ---------
U.S. Internal Revenue Service                  Chrysler Realty Corp.
Jefferson County, Al                           McDonald's  Corporation
Montgomery County, Al                          Norfolk Southern  Railrod
State of Alabama DOT                           South Central Bell
U.S. Goverment Services Admin.                 Diversified Products Corporation
U.S. Department of the Interior                INOUE SAKAE Co. (Japan)
U.S. Postal Service                            TIME/LIFE  Corporation
Farmers Home Administration                    Baptist Medical  Center (B'ham)
Birmingham Airport Authority                   Alabama Power Company
Auburn University                              Southern Natural  Gas
State of Alabama Department of Revenue


Lenders                                        Development
-------                                        -----------
South Trust Bank                               Colonial Properties, Inc.
Federal National Mortagage Association         Helms-Roark Development
New York Life Insurance Co.                    Beisel-Moss Development
Provident Mutual Life                          Shonnon, Strobel & Weaver
Washington Mortgage Financial                  Polar-BEK, Inc.
Columbus Bank & Trust Co.                      Southern Investment Properties
1st Interstate Mortgage (Chicago)              McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts in various Alabama counties. He has served as a Probate Commissioner for the Jefferson County and Lee County Probate Courts.

H.J. Porter & Associates, Inc.



STATE OF ALABAMA

[SEAL]

This is to certify that

GLEN E. HEINZELMAN

having given satisfactory evidence of the necessary qualifications required by the laws of the State of Alabama is licensed to transact business in Alabama as a

LICENSED REAL PROPERTY APPRAISER

With all the rights, privileges and obligations appurtenant thereto.

LICENSE NUMBER:   L00012                   /s/ [ILLEGIBLE]  Executive Director
EXPIRATION DATE:  SEPT. 30, 1997           ALABAMA REAL ESTATE  APPRAISERS BOARD

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



STATE OF ALABAMA

[SEAL]

This is to certify that

HOWARD J. PORTER, JR.

having given satisfactory evidence of the necessary qualifications required by the laws of the State of Alabama is licensed to transact business in Alabama as a

CERTIFIED GENERALR REAL PROPERTY APPRAISER

With all the rights, privileges and obligations appurtenant thereto.

LICENSE NUMBER:   G00051                   /s/ [ILLEGIBLE]  Executive Director
EXPIRATION DATE:  SEPT. 30, 1997           ALABAMA REAL ESTATE  APPRAISERS BOARD

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


APPRAISAL REPORT

OF

THE "Y" SHOPPING CENTER
17164 FRONT BEACH ROAD
PANAMA CITY BEACH, FLORIDA
(C97-152)

FOR

MR. LARRY MILLER
MERRILL LYNCH & COMPANY
WORLD FINANCIAL CENTER - NORTH TOWER
NEW YORK, NY 10281

AS OF

AUGUST 9, 1997
OCTOBER 28, 1997
FEBRUARY 8, 1998

BY

HOWARD J. PORTER, JR., MAI, CCIM
MATTHEW S. RICE, ASSOCIATE APPRAISER
H. J. PORTER & ASSOCIATES
631 STAGE ROAD
P.O. BOX 28
AUBURN, ALABAMA 36831-0028
(334) 826-8682

[LOGO]
H.J. Porter & Associates


[LOGO]
H.J. PORTER & ASSOCIATES - LETTERHEAD

August 28, 1997

Mr. Larry Miller
Merrill Lynch and Company
World Financial Center - North Tower
New York, NY 10281

Re: The "Y" Shopping Center 17164 Front Beach Road Panama City, Florida

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an appraisal of the above referenced property. The purpose of this appraisal was to estimate the "As Is" market value of the leased fee interest, the Prospective Market Value "At Completion", and the Prospective Market Value "At Stabilized Occupancy" in the subject property, one of fifteen shopping centers to be included in a portfolio of retail shopping centers that will be cross collateralized, under single management, and subject to stringent release provisions. AS SUCH, THE ESTIMATED VALUES OF THE SUBJECT PROPERTY ARE SUBJECT TO THE ABOVE CONDITIONS.

This complete appraisal, communicated in a self contained narrative report, has been prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) as amended by the Comptroller of the Currency.

The property was valued at three points in time: "As Is", as of the date of inspection by the Associate Appraiser, "At Completion", as of the developer's estimated date of completion of the proposed renovation and building addition, and "At Stabilized Occupancy", as of the estimated date of stabilized occupancy.

Based upon our investigation into the subject property, and its current economic environment, we are of the opinion that the subject's leased fee interest has market values as follows:

"AS IS" MARKET VALUE ESTIMATE
AS OF AUGUST 9, 1997

FOUR MILLION THREE HUNDRED THOUSAND DOLLARS
($4,300,000)

123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
(334)826-8682 o Fax (334)826-3827
14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
Fax (205)879-3762

418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

Real Estate Research, Appraisal & Counseling


Mr. Larry Miller
August 28, 1997
Page #2

PROSPECTIVE MARKET VALUE ESTIMATE
"AT COMPLETION"
AS OF OCTOBER 28, 1997

FOUR MILLION THREE HUNDRED EIGHTY FIVE THOUSAND DOLLARS
($4,385,000)

PROSPECTIVE MARKET VALUE ESTIMATE
"AT STABILIZED OCCUPANCY"
AS OF FEBRUARY 8, 1998

FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS

                        ($4,400,000)
Divided as:    Improvements            $3,733,000
               Land                       667,000
               Total                   $4,400,000

Please note that this report is subject to the contingent and limiting conditions as found in the addendum. It should be noted that our employment was not conditional upon our producing a specific value with a given range. Future employment prospects with Merrill Lynch and Co. are not dependent upon our producing a specified value. Also, neither payment of our fee, nor our employment are/were based upon whether a loan application is approved or disapproved. We appreciate the opportunity to be of service to you in this matter.

The attached report is submitted in support of these conclusions.

Yours very truly,

/s/  Howard J. Porter
---------------------
Howard J. Porter, Jr., MAI, CCIM
Certified General Real Property Appraiser
Alabama Certificate #G51



/s/  Matthew S. Rice
--------------------
Matthew S. Rice, Associates
Certified General Real Property Appraiser
State of Florida Temporary Practice Permit #0001154

[LOGO]

H.J. Porter & Associates


SUMMARY OF SALIENT FACTS AND CONCLUSIONS

PROPERTY IDENTIFICATION:                The "Y" Shopping Center
                                        17164 Front Beach Road
                                        Panama City, FL

PROPERTY RIGHT APPRAISED:               Leased Fee Estate

HIGHEST AND BEST USE
AS VACANT AND IMPROVED:                 Neighborhood Shopping Center

DATES OF VALUE:
     "As Is":                           August 9, 1997
     "At Completion":                   October 28, 1997
     "At Stabilized Occupancy":         February 8, 1998

SITE DATA:                              6.06 Acres or 263,974 Sq. Ft.

BUILDING DATA:                          68,336 Sq. Ft. - Proposed GBA
                                        66,048 Sq. Ft. - Proposed NLA
                                        divided as:
                                            Winn Dixie -         46,422 Sq. Ft.
                                            Eckerd Drugs -       10,356 Sq. Ft.
                                            Laundry (Harris) -   2,050 Sq. Ft.
                                            Vacant -             1,200 Sq. Ft.
                                            Vacant -             1,200 Sq. Ft.
                                            Vacant -             1,820 Sq. Ft.
                                            Express Laundry -    1,350 Sq. Ft.
                                            Vacant -.            1,650 Sq. Ft

ESTIMATED LAND VALUE:                   $667,000

PROSPECTIVE MARKET VALUE INDICATIONS
"AT STABILIZED OCCUPANCY":

     Cost Approach                      $3,950,000
     Income Approach                    $4,420,000
     Sales Comparison Approach          $4,300,000

PROSPECTIVE MARKET VALUE
"AT STABILIZED OCCUPANCY":              $4,400,000

PROSPECTIVE MARKET VALUE
"AT COMPLETION":                        $4,385,000

"AS IS" MARKET VALUE:                   $4,300,000


                                                 H. J. Porter & Associates, Inc.


TABLE OF CONTENTS

Intended Use of Appraisal......................................................1
Special Assumptions and Limiting Conditions....................................1
Environmental Considerations...................................................2
Scope of the Assignment........................................................2
Type Appraisal/Type Report.....................................................3
Date of Value Estimate.........................................................3
Exposure Time..................................................................3
Property Ownership.............................................................3
Property Location..............................................................4
Zoning/Public Utilities........................................................4
Legal Description/Land Size....................................................5
Ad Valorem Tax Analysis........................................................7
Purpose of Appraisal/Definition of Value ......................................9
Rights Appraised...............................................................9
Area Analysis - Panama City/Bay County, Florida...............................10
Neighborhood Analysis.........................................................14
Site Analysis.................................................................17
Description of Improvements...................................................18
Highest and Best Use..........................................................20
The Appraisal Process.........................................................23
Land Value - Direct Comparison................................................26
Cost Approach to Value........................................................32
Income Approach to Value......................................................36
Sales Comparison Approach.....................................................59
Reconciliation and Final Value Estimate.......................................73
Value "At Completion".........................................................74
Valuation - "As Is"...........................................................77
Certification.................................................................78

EXHIBITS
     Location Map..................................................Facing Page 4
     Area Map.....................................................Facing Page 10
     Subject Photographs..........................................Facing Page 14
     Site Plan....................................................Facing Page 17
     Land Sales Map...............................................Facing Page 30
     Rental Comparable Map........................................Facing Page 38
     Improved Sales Map...........................................Facing Page 70

REAR EXHIBITS
     Lease Synopsis
     Korpacz Real Estate Investor Survey
     Engagement Letter
     Assumptions and Limiting Conditions
     Qualifications
     Certifications


                                                 H. J. Porter & Associates, Inc.


1

INTENDED USE OF APPRAISAL

This appraisal has been requested to function as an underwriting guide for mortgage loan purposes and for use in securitization of mortgages. Accordingly, this appraisal may be provided by Merrill Lynch & Co. to potential investors in a securitization or other sale of mortgage loans.

The appraisal is undertaken without departure in accordance with USPAP as promulgated by the Appraisal Foundation.

SPECIAL LIMITING CONDITIONS AND ASSUMPTIONS

The value estimates presented within this report are subject to the satisfactory completion of the proposed renovation and building addition. Satisfactory completion includes the development of the improvements without significant changes or in size or construction quality from that reported herein. Complete plans and specifications were not provided to the appraisers. Interviews with representatives of the owners were used to determine the quality, extent and costs of the proposed renovation and additions.

The subject property does not appear to meet the current parking requirements of the City of Panama City Beach. No parking variance was found on file at the building department. A building permit was recently issued by the city that allowed for an expansion of the Winn Dixie Store, which indicates that the property as it exists today is likely a legal non-conforming use in regards to the current parking requirement. The subject property is proposed for an addition of 1,200 square feet of shop space.

According to discussions with Jerry Smith with the building department, the property would need to either be in conformance with parking requirements for an expansion to be allowed, or have a variance permitting such non-conformance. Tom Newton, a representative of the owner, indicated that the City has given a verbal agreement to allow for the expansion. This appraisal specifically assumes that a zoning variance can be obtained to allow for the 1,200 square foot expansion, as proposed. The value estimates presented within this report are subject to the completion of the addition to the shopping center as proposed. If the proposed shop space expansion is not legally allowed, the appraisers reserve the right to alter the value conclusions.

The Eckerd's lease stipulates that parking can not be less than 5.5 spaces per 1,000 square feet of gross building area. The current parking ratio falls below this ratio. According to Woody Camp with Newton, Oldarcre, McDonald, Eckerd Drugs signed an amendment to the lease allowing for the current parking ratio. However, no copy of the lease amendment was provided. It is specifically assumed that the proposed 1,200 square foot expansion will not effect the current agreed upon parking ratio. The values estimates found herein are subject to Eckerd's approval of the subject's parking ratio.

H. J. Porter & Associates, Inc.


2

ENVIRONMENTAL CONSIDERATIONS

No current Environmental Site Assessment was provided to the appraisers. The appraised value contained herein assumes that the subject is free of any environmental contamination or atypical soil conditions.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping centers to be included in a portfolio of retail shopping centers that will be cross collateralized, under one management, and subject to stringent release provisions.

The scope of the assignment includes undertaking the three traditional approaches to value with consideration given to the current status of the retail market in Panama City Beach, Florida and the surrounding market area. In the Cost Approach, local real estate professionals and appraisers were contacted and a search of public records undertaken to locate comparable land sales. A detailed inspection of the site and improvements was made by the Associate Appraiser. Construction details were obtained from the physical inspection and from site plans provided by the owners. Current cost estimates were obtained from the Marshall Valuation Service, a nationally recognized cost service indexed to the Panama City, Florida market.

In the Income Approach to Value, a survey of local retail market conditions was made by interviewing local leasing and management agents to determine if the contract rents for the local shop space was competitive and market oriented. Expense comparables were studied and local management companies were interviewed to estimate the appropriate expense deductions. The resulting net operating income was then capitalized into a present value estimate by direct capitalization. Where information was provided, the comparable improved sales found in the market approach sold on direct capitalization of stabilized net operating income rather than discounted cash flow analysis. The overall capitalization rate was derived from market sales, built-up rates using current market rates for debt and equity, and from published investor surveys.

The Sales Comparison Approach was developed after a search for sales of similar shopping centers. To locate appropriate sale comparables, Realtors(R), appraisers, mortgage lenders, and developers were interviewed. The sales located were compared to the subject with adjustments made for items of difference.

After development of the three approaches, the value indications derived were reconciled to provide a value estimate for the subject property as of the effective date of appraisal.

H. J. Porter & Associates, Inc.


3

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the appraisers have performed a "Complete" appraisal according to Standard Rule 1 and the communication to the client is a "Self-Contained Appraisal Report" in accordance with Standard Rule 2-2a.

DATE OF VALUE ESTIMATE

The subject was valued at three points in time: "As Is", as of the date of inspection by the Associate Appraiser, "At Completion", as of the developer's estimated date of completion of the proposed renovation and building addition - October 28, 1997, and "At Stabilized Occupancy", as of the estimated date of stabilized occupancy - February 8, 1998.

The "At Completion" and "At Stabilized Occupancy" values represent prospective market value estimates. The data utilized in preparing this appraisal was researched, gathered, and/or updated during the period August 9 through August 26, 1997. The date of the appraisal is August 28, 1997, which is the date of the transmittal letter.

The Dictionary of Real Estate Appraisal, 3rd Edition, Page 283, defines Prospective Value Estimate as:

"A forecast of the value expected at a specified future date. A prospective value estimate is most frequently sought in connection with real estate projects that are proposed, under construction, or under conversion to a new use, or those that have not achieved sellout or a stabilized level of long-term occupancy at the time the appraisal report is written."

EXPOSURE TIME

The estimated exposure time for the subject property, to obtain the values communicated herein, is estimated to have been one year or less. This exposure period assumes competent sales and marketing efforts, the property is maintained in a marketable condition, and that the property is sold for "market value" as defined herein. The estimated exposure period is based upon the marketing period for the comparable sales found in the Sales Comparison Approach.

PROPERTY OWNERSHIP

The subject property is under the ownership of:

WYE Partners, Ltd.


P.O. Box 680176
250 Washington Street
Prattville, AL 36067-3603

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

[ROAD MAP OF PANAMA CITY BEACH]

LOCATION MAP


PROPERTY OWNERSHIP - (CONTINUED) 4

The 6.06 acre property was purchased by the current owners on November 17, 1994 from The Lincoln National Life Insurance Company for $1,338,000. Several factors influenced the sale price. At the time of purchase, the Winn Dixie lease was at a significantly lower rate. Prior to the sale, negotiations were underway for an expansion and renovation of Winn Dixie, but no deal was finalized. Also, all but one of the shop spaces were vacant. According to Woody Camp, a representative with the Grantee, Lincoln National had previously foreclosed on the property and by so doing had inherited a pending lawsuit with an adjacent property owner. Lincoln National did not want to litigate and sought to dispose of the property. The current owners put the property under contract, settled the lawsuit, and finalized the Winn Dixie lease amendment. This led to the expansion and renovation under a new lease at a significantly higher rental rate. Since the purchase, the Winn Dixie space was renovated and expanded and substantial site improvements have been performed.

No other transactions involving the subject property have occurred in the five years prior to the date of appraisal. Additionally, to the best of our knowledge, there are no pending offers to purchase the subject property nor is it currently listed for sale.

PROPERTY LOCATION

The subject property is located at the intersection of U.S. Highway 98 (Front Beach Road) and State Road 79. The property fronts along the north side of these intersecting streets. The property is within the city limits of Panama City Beach, Florida in Bay County. It is located by street address as:

The "Y" Shopping Center 17164 Front Beach Road Panama City, Florida

ZONING/PUBLIC UTILITIES

The subject property is located in the city limits of Panama City Beach, Florida and is subject to that city's zoning regulations. The site is currently zoned T3 (Tourist District - Accommodations and Retail Sales). Allowed uses include apartments, arcades and game rooms, hotels, motels, condominiums, churches, clubs, lounges, lodges, parking lots, business uses, professional uses, personal services, drive-in facilities, retail sales and services, and single-family dwellings.

This zoning classification calls for a minimum side yard setback of 5 feet, minimum rear yard setback of 10 feet, and a minimum setback of 25 feet from the road right-of-way. The maximum allowed lot coverage is 80%. There is no maximum building height.

According to Jerry Smith with the City of Panama City Beach Planning Department, the parking requirement is two spaces per each 250 square feet of gross floor area. Thus, considering the

H. J. Porter & Associates, Inc.


ZONING AND PUBLIC UTILITIES - (CONTINUED) 5

subject's gross size of 68,336 square feet, it appears that 547 parking spaces are required. A site plan provided by management indicates that the subject property has 331 parking spaces. The zoning office did not locate a parking variance on file. However, a building permit was recently issued allowing for an expansion of the Winn Dixie space, which would tend to indicate that the subject property is a legal non-conforming use in regards to parking. Please see the Special Assumptions and Limiting Conditions section of this report in regards to parking and the proposed 1,200 square foot building addition.

The subject has all necessary utilities including electricity, gas, water, sanitary sewer, and telephone in sufficient quantities to sustain commercial development. Public services such as police and fire protection are provided by the City of Panama City Beach, Florida.

LEGAL DESCRIPTION/LAND SIZE

The legal description for the subject property was obtained from a survey prepared by County Wide Surveying, Inc., on November 11, 1994 and provided by the owners, Wye Partners, Ltd. The subject property is legally described as:

Commence at the intersection of the west line of Section 18, Township 3 south, Range 16 West, Bay County, Florida and the north right of way line of U.S. Highway 98; thence south 61 degrees 06'16" East along said right of way 996.88 feet to the east right of way line of a proposed 40 foot street and the point of beginning; thence North 01 degrees 18'24" East, 522.50 feet; thence South 88 degrees 50'22" East, 434.94 feet to the west boundary line of El Centro Beach; thence South 01 degrees 09'38" West along said line 630 feet to a point on a curve on the North right of way line of Hwy. 98; thence on a chord bearing of North 84 degrees 20'26" West, a distance of 273.39 feet to the P.C. of said curve; thence North 61 degrees 06'16" West on the North right of way of Hwy. 98, 184.92 feet to the Point of Beginning, containing 6.06 acres, more or less.

The subject property is irregular in shape and contains a total land area of 6.06 acres. The subject parcel has approximately 458 feet of frontage on the north side of U.S. Highway 98 (Front Beach Road) and State Road 79.

As indicated previously, the subject property is one of fifteen shopping centers to be included in a portfolio of retail shopping centers that will be cross collateralized, under single management, and subject to stringent release provisions. The other shopping centers included in the portfolio are listed as follows:

Greenbrier Station Shopping Center
Anniston, AL

Clanton Marketplace
Clanton, AL

Betts Crossing Shopping Center
Opelika, AL

H. J. Porter & Associates, Inc.


LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)                                      6

Opp Marketplace
Opp, AL

Russell Crossing Shopping Center
Phenix City, AL

29 North Shopping Center
Cantonment, FL

Nine Mile Plaza Shopping Center
Pensacola, FL

Parker Shopping Center
Parker, FL

59 West Shopping Center
Bessemer, AL

Mandeville Marketplace
Mandeville, LA

Brownsville Place Shopping Center
Brownsville, TN

Chicot Crossing Shopping Center
Pascagoula, MS

Delchamps Plaza
Long Beach, MS

One Main Place
Moss Point, MS


                                                 H. J. Porter & Associates, Inc.


7

AD VALOREM TAX ANALYSIS

The subject parcel is under the assessing authority of the Bay County Property Appraiser's Office. The 1997 millage rate has not yet been determined. The property was found on the 1996 tax rolls as:

Assessed to:                  WYE Partners, Ltd.
                              725 East Main Street
                              Prattville, AL 36067

Parcel I.D. #:                32746-100-000

Value:                        Land:               $  132,675
                              Improvements:       $  984,806
                                                  ----------
                              Total:              $1,117,481

Assessment Ratio:             100%

Local Millage Rate:           $15.3330 per $1,000 of assessed value

Annual Tax:                   $17,134

The Winn Dixie portion of the subject property was renovated and an addition was added that was completed in May 1996, according to information obtained at the Panama City Beach, Florida building department. The majority of the shop space is in poor condition and in need of the proposed renovation. The subject property is also proposed for enclosure of 1,200 square feet located underneath a roofed area that will add additional retail space to the property. Considering the proposed addition and property upgrades, it is anticipated that the assessment on the subject property will increase. The comparable properties used to estimate the subject's assessed value are illustrated in the following table.


AD VALOREM TAX COMPARABLES

Comparable Name            Yr. Built     Size- SF      App. Value     Value/SF
--------------------------------------------------------------------------------
23rd Street Plaza             1986        99,806       $3,307,529      $33.14

Middle Beach Shop. Cntr.      1994        69,877       $3,320,453      $47.52
================================================================================

The 23rd Street Plaza is an older center that is in good overall condition. Middle Beach Shopping Center is one of the newer shopping centers constructed in Bay County. The subject's assessment, considering the recent and proposed expansions and renovations, is estimated to fall near the middle portion of the tax comparable range. Based on these comparables, the estimated value for tax

H. J. Porter & Associates, Inc.


AD VALOREM TAX ANALYSIS - (CONTINUED)                                          8

purposes is estimated at $38.00 per square foot. From this estimate of value,
the subject's taxes are calculated in the following table. The tax calculation
is based on the gross building area.

          ======================================================
          SUBJECT'S ESTIMATED TAX
          ======================================================
                                                        Total

          Building Area                                 68,336

          Estimated Value Per SF                        $38.00
                                                        ------
          Total Estimated Assessed Value              $2,596,768

          1996 Millage Rate                            .0153330

          Estimated Tax                                $39,816

          Estimated Tax Per SF                          $0.58
          ======================================================


                                                 H. J. Porter & Associates, Inc.


9

PURPOSE OF APPRAISAL/DEFINITION OF VALUE

The purpose of the appraisal is to estimate the market value of the leased fee interest in the subject property. Market Value is defined by the Appraisal Standards Board of the Appraisal Foundation in the Glossary to the Uniform Standards of Professional Appraisal Practice, as:

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

1. Buyer and seller are typically motivated,

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

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.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines Leased Fee Estate as, " an ownership interest held by a Landlord with the right of use and occupancy conveyed by lease to others. The rights of lessor "the leased fee owner" and the leased fee are specified by contract terms contained within the lease. " A lease synopsis for each of the subject's tenant leases is found in the addendum.

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

[AREA MAP]


10

AREA ANALYSIS - PANAMA CITY/BAY COUNTY, FL

The four basic factors which must be considered in analyzing an area are:

(1) Physical and Locational Factors;

(2) Economic and Financial Factors;

(3) Political and Governmental Factors; and

(4) Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject property is located in Panama City Beach, Florida, which situates the property within the Panama City/Bay County market area. The Bay County-Panama City area of Florida is located on the Gulf of Mexico-in the Panhandle region of northwest Florida. Panama City, the county seat and principal city of Bay County, is located approximately 98 miles southwest of Tallahassee, 81 miles south of Dothan, Alabama, 103 miles east of Pensacola, 300 miles southwest of Atlanta, 270 miles west of Jacksonville, Florida, and approximately 315 miles east of New Orleans, Louisiana. The average annual temperature is 68.8 degrees. Average summer temperature is 81.9 and the average winter temperature is 53.2. Annual precipitation average is 57.86 inches. Prevailing winds are southerly in the summer and northerly in the winter. The topography of the area is level.

Panama City is well-known for its beaches and popular tourist attractions. St. Andrews Bay surrounds much of Panama City providing protected harbor for facilities at the growing port of Panama City complex. Located in Bay County are Tyndall Air Force Base and the Naval Coastal Systems Center.

Bay County's local highway network includes U.S. Highways 98 and 231, and Florida Routes 20, 22, 77 and 79. Interstate Highway 10 is located 13 miles from the northern portion of Bay County. From Panama City, Interstate 10 is approximately 40 miles.

Commercial airline service at the Panama City/Bay County International Airport is provided by Northwest Airlink to Memphis, US Air Express to Tampa/Orlando, and Atlantic Southeast Airlines to Atlanta. A 55,000 square foot airport terminal was opened in 1995. Intercity bus service is provided by Southern Greyhound. The Bay Line Railroad provides freight service to Panama City business and industry and to Port Panama City. The "Bay Line" provides direct service to major industries and industrial parks in the area and interconnects with the CSX Transportation Company. Norfolk Southern Railroad in Dothan, Alabama. Port Panama City, a deepwater port (32 feet), is located directly on the Gulf Intra-Coastal Waterway and provides barge facilities as well as deep water berthing. Port Panama City was awarded Foreign Trade Zone status and is listed as Zone #65.

H. J. Porter & Associates, Inc.


AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED) 11

ECONOMIC AND FINANCIAL FACTORS

Total employment in Bay County in May 1996 reached approximately 62,131. Because Panama City is a leading tourist location, they have large swings in their unemployment rates. According to the Florida Department of Labor and Employment Security, the January unemployment rate ranged from 10.4% to 12.9% between 1994 and 1996. By comparison, the June rate, during the same period ranged from 5.0% to 7.4%. The average annual unemployment rate in 1996 was 6.3%, an improvement from the 1995 average annual rate of 6.8%.

Leading economic sectors, based on relative employment levels, include:

1. Government

2. Retail and wholesale trade

3. Services

4. Manufacturing

Two of the primary factors of the area's economy are Tyndall Air Force Base and the Coastal Systems Station. Tyndall, located on a 29,000 acre reservation in southeastern Bay County, houses the 325th Fighter Wing, Headquarters 1st Air Force, Southeast Air Defense Sector, Weapons Evaluation Group and United State Air Force Civil Engineering Support Agency. Approximately 6,469 military and civilian personnel are employed at Tyndall. The base also services 8,476 military retirees in the area. The total economic impact in the local area was 340.4 million in fiscal 1996.

The Coastal System Station, located on 648 acres along St. Andrew Bay, is a major research and development facility in support of naval operations that take place primarily in coastal regions, such as amphibious missions, swimmer operations, diving and salvage, and mine countermeasures. The U. S. Navy School of Diving and Salvage is headquartered at NCSC. The base employs 1,369 civilian and military personnel. The total economic impact of the Naval Coast System is estimated at about 272 million annually.

Bay County is home of some 132 small and large manufacturers. Many are located in the industrial park sites which include the Hugh Nelson Industrial Park, Port Panama City Industrial Park, Bay Line Industrial Park and the Bay Industrial Park. All these parks feature complete utilities and offer easy access to the county's transportation network.

According to the Florida Statistical Abstract/1996, the population of Bay County increased from 126,994 in 1980 to 142,159 in 1996, an increase of 11.9%. The county population is projected to reach 150,242 by the year 2000 and 171,420 by the year 2010. Regardless of which population figures are used, the growth rate has been above the national average and is expected to continue into the next decade. The table below illustrates the population growth of Bay County from 1970 to 1996 and is based on the US Census count, as well as estimates obtained form the Florida Statistical Abstract/1996.

H. J. Porter & Associates, Inc.


AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED)                        12

ECONOMIC AND FINANCIAL FACTORS

               =========================================
               YEAR                           POPULATION
               ----                           ----------
               1970                             75,283
               1975                             89,900
               1980                             97,740
               1985                            119,503
               1990                            126,994
               1996                            142,159
               =========================================

According to the Department of Revenue, Florida Department of Commerce, taxable sales in Bay County has increased annually since 1990. The table below illustrates this growth.

======================================================
YEAR                    SALES                  %CHANGE
----                    -----                  -------
1986                $981,466,069
1987               $1,105,562,692               12.6
1988               $1,144,105,257                3.5
1989               $1,140,947,288                -.3
1990               $1,214,344,132                6.4
1991               $1,260,193,186                3.8
1992               $1,389,842,586               10.3
1993               $1,503,982,005                8.2
1994               $1,698,365,302               12.9
1995               $1,811,264,716                6.6
1996               $1,845,621,286                1.9
======================================================

POLITICAL AND GOVERNMENTAL FACTORS

Bay County has eight incorporated municipal governmental jurisdictions, with unincorporated areas governed by the Board of Bay County Commissioners. Each municipality has a mayor/commissioner form of government.

Florida has no personal state income tax or inheritance tax. There is a state corporate tax of 5.5% of net income with an exemption on the first $5,000 of corporate profit and a retail sales tax of 6.5%. The city of Panama City has a 1% sales tax. Ad valorem taxes combine city, county, and school district levies, plus the special assessments.

H. J. Porter & Associates, Inc.


AREA ANALYSIS PANAMA CITY/BAY COUNTY, FL - (CONTINUED) 13

POLITICAL AND GOVERNMENTAL FACTORS

Bay County District Public Schools serve a population of more than 136,000 people within a geographic area of 758 square miles. The school district is the 21st largest in Florida, with an enrollment in excess of 26,500 students. Area students attend 33 school centers throughout the county. These schools include 20 elementary, 6 middle schools, 4 senior high schools, 3 special purpose schools and 1 vocational-technical facility. Higher education opportunities include the Gulf Coast Community College and the Florida State University, Panama City Campus.

SOCIOLOGICAL FACTORS

Bay County has a wide variety of cultural organizations that enhance the quality of life for county and area residents. They include the Music Association, Art Association, Friends of the Library and the Historical Society. Bay County also houses the Diving Museum, the only deepwater diving museum in the United States. Spiritual needs are net by over 150 churches with most denominations represented.

The Gulf of Mexico, Deer Point Lake, and other waterways and mild year-round climate combine to make Bay County one of the most popular recreational areas in the Southeast. It is nationally known for the sugar-white sand beaches and resort attractions.

Bay Medical Center has 302 beds and 187 physicians in 28 fields of specialized medicine and a total personnel count in excess of 1,600. In addition to this facility, the Columbia Gulf Coast Medical Center serves the Bay County area with 176 acute care hospital beds.

CONCLUSIONS

In summary, the Bay County and Panama City area has experienced substantial growth in population, jobs and resort popularity over the past twenty years, and continued economic and population growth is projected. The population of the county is projected to increase by between 20.6% between 1996 and 2010. Sustained by the importance of Tyndall Air Force Base and the Coastal System Station and the economic importance of the deepwater port, Bay County has been a draw for many non-military industries.

H. J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[PHOTOGRAPH]

[GRAPHICS OMITTED]

1. Front View of Subject

2. Side View of Subject

3. Rear View of Subject

4. View of Subject's 3,000 Square foot Shop Space Building

5. Neighborhood View Looking East on Front Beach Road

6. Neighborhood View Looking West on Front Beach Road

H. J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[PHOTOGRAPH]

[GRAPHICS OMITTED]

1. Front View of Subject

2. Side View of Subject

3. Rear View of Subject

4. View of Subject's 3,000 Square foot Shop Space Building

5. Neighborhood View Looking East on Front Beach Road

6. Neighborhood View Looking West on Front Beach Road

H. J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[PHOTOGRAPH]

[GRAPHICS OMITTED]

1. Front View of Subject

2. Side View of Subject

3. Rear View of Subject

4. View of Subject's 3,000 Square foot Shop Space Building

5. Neighborhood View Looking East on Front Beach Road

6. Neighborhood View Looking West on Front Beach Road

H. J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[PHOTOGRAPH]

[GRAPHICS OMITTED]

1. Front View of Subject

2. Side View of Subject

3. Rear View of Subject

4. View of Subject's 3,000 Square foot Shop Space Building

5. Neighborhood View Looking East on Front Beach Road

6. Neighborhood View Looking West on Front Beach Road

H. J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[PHOTOGRAPH]

[GRAPHICS OMITTED]

1. Front View of Subject

2. Side View of Subject

3. Rear View of Subject

4. View of Subject's 3,000 Square foot Shop Space Building

5. Neighborhood View Looking East on Front Beach Road

6. Neighborhood View Looking West on Front Beach Road

H. J. Porter & Associates, Inc.


SUBJECT PHOTOGRAPHS

[PHOTOGRAPH]

[GRAPHICS OMITTED]

1. Front View of Subject

2. Side View of Subject

3. Rear View of Subject

4. View of Subject's 3,000 Square foot Shop Space Building

5. Neighborhood View Looking East on Front Beach Road

6. Neighborhood View Looking West on Front Beach Road

H. J. Porter & Associates, Inc.


14

NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed. at page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or district, as in an area analysis are:

(1) Physical and Locational Factors

(2) Economic and Financial Factors

(3) Political and Governmental Factors

(4) Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject is located at the intersection of and has frontage along both U.S. Highway 98 (Front Beach Road) and State Road 79 within the City limits of Panama City Beach, Florida.Neighborhood boundaries are generally described as Back Beach Road to the north, the Gulf of Mexico to the south, Kelly Street to the west, and Miracle Strip Parkway to the east.

The subject property is located along Front Beach Road, which is a heavily traveled two-lane road that parallels the coastline of the Gulf of Mexico. Land uses on the south side of Front Beach Road are primarily residential and service oriented uses, such as restaurants, bars, and hotels, that benefit from the Gulf of Mexico frontage. Land uses on the north side of Front Beach Road consist of primarily retail oriented commercial uses as well service oriented and recreational uses that do not require direct Gulf of Mexico frontage. State Road 77 is a two-lane highway that connects the neighborhood with Interstate Highway 10 approximately 45 miles to the north.

The seven-story Aqua Vista Condominium Complex is located across the street from the subject property. This condominium complex blocks the subject property's view of the Gulf of Mexico. Other land uses in the subject's immediate vicinity consist of scattered commercial, residential and service uses along both Front Beach Road and State Road 77.

The neighborhood is a popular location for tourists who come to enjoy the Gulf of Mexico and all of the recreational amenities of Panama City Beach and Panama City. There are also clusters of single-family homes and subdivisions located between Front and Back Beach Roads, which contain both vacation homes and permanent residents.

H. J. Porter & Associates, Inc.


NEIGHBORHOOD ANALYSIS - (CONTINUED) 15

ECONOMIC AND FINANCIAL FACTORS

Neighborhood trends are upward. According to the Florida Statistical Abstract, the population of Panama City Beach, Florida has increased from 4,051 in 1990 to 4,554 in 1996, an increase of 12.4% during the six-year period. The subject neighborhood will likely benefit from the projected population growth of Bay County, which is projected to increase by 23% between 1995 and 2010.

Tourism is vital to the neighborhood economy. According to information compiled by the Bay County Chamber of Commerce, the following table illustrates a Summary of Total Rental Units available on Panama City beach, Florida.


SUMMARY OF TOTAL RENTAL UNITS AVAILABLE- PANAMA CITY BEACH

Type of Accommodation                Total Number      Total # of Units
---------------------                ------------      ----------------
Hotels/Motels                             122                6,921

Condominiums/Townhomes                     80                8,511

Campgrounds                                12                1,994

Church Retreats                            10                3,396
--------------------------------------------------------------------------------
Total                                     224               20,822
================================================================================

Source: Bay County Chamber of Commerce.

The above figures appear to include all condominium and townhome units, whether available for rent or not. Also, the above figure includes 228 rental units that are under construction for the 1998 tourist season. According to the 1996 Florida Statistical Abstract, 16.3% of all visitors to Florida visited Bay County. This would result in 7,009,000 visitors to Bay County.

Including the subject property, there are currently only three direct neighborhood shopping center competitors for local shop space within the neighborhood. The two competitors are located approximately five miles to the east of the subject property along Beckrich Road at Middle Beach and Front Beach Roads. Both of these shopping centers are well occupied at present. In addition to the competitive neighborhood shopping centers, the subject property competes indirectly with non-anchored retail space along Front Beach Road.

POLITICAL AND GOVERNMENTAL FACTORS

Land within the neighborhood is zoned primarily by the city of Panama City Beach, Florida. The majority of the land along Front Beach road is zoned Tourist District, which allows for a wide variety of commercial, service and residential land uses. Industrial, manufacturing, or processing uses, and the sales of automobiles are prohibited in the Tourist Zoning Districts.

H. J. Porter & Associates, Inc.


NEIGHBORHOOD ANALYSIS - (CONTINUED) 16

All necessary public utilities are available to the site, including electricity, sanitary sewer, natural gas, and water. Police and fire protection are provided by the various municipalities within the neighborhood.

SOCIOLOGICAL FACTORS

The neighborhood is well located with regard to the quality and availability of services, including medical, educational, recreational, cultural, and commercial. These services are readily accessible within and near the subject neighborhood.

CONCLUSIONS

In conclusion, the subject neighborhood consists of a variety of commercial, service and residential land uses. The neighborhood is a popular tourist location, and the neighborhood economy is heavily dependent on tourism. Neighborhood trends appear upward.

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

SITE PLAN


17

SITE ANALYSIS

The subject property is located at the intersections of and has frontage along both U.S. Highway 98 (Front Beach Road) and State Road 79. As indicated on the site plan on the facing page, the subject property is irregular in shape. The individual site characteristics of the shopping center site are as follows:

Size:                         263,974 Sq. Ft. or 6.06 Acres

Shape:                        Irregular

Street Frontage:              458 feet along the north side of U.S Highway 98
                              and State Road 79.

Topography:                   Relatively level and at grade with the frontage
                              streets

Access:                       Overall accessibility is good. The site is
                              accessible from both directions along U.S. Highway
                              98, a heavily traveled two-lane arterial.

Drainage/Flood Hazard:        According to the FEMA Flood Insurance Rate Map,
                              Community Panel No. 120013 0005 C, effective
                              January 3, 1986, the subject property is not
                              located in a special flood hazard area. The
                              subject property was identified as being within
                              Zone C, which is defined as areas of minimal
                              flooding.

Soils:                        Considered typical and adequate for development as
                              evidenced by the surrounding development. No soil
                              analysis was provided to the appraisers.

Utilities:                    All necessary public utilities are available in
                              sufficient quantities for development.

Easements:                    The property appears to feature standard easements
                              associated with utility use. No easements or
                              encroachments were discovered that would
                              negatively impact the marketability or utilization
                              of the subject property.

Site Improvements:            The property consists of approximately 175,000
                              square feet of asphalt and concrete paving which
                              accommodates 331 parking spaces, according to a
                              site plan provided by the owners. Other
                              improvements include concrete curbing, pylon side
                              and parking lot light standards.

Surrounding Uses:             Commercial and residential uses


                                                 H. J. Porter & Associates, Inc.


18

DESCRIPTION OF IMPROVEMENTS

The subject property is a neighborhood shopping center that is comprised of two buildings containing 3,000 and 64,136 gross square feet, respectively. A proposed building expansion will bring the larger building to a gross area of approximately 65,336 square feet, and the overall size of the shopping center to 68,336 gross square feet.

The smaller retail building, which is located near the U.S. Highway 98 frontage, was built in 1981, and the larger building was originally built in 1983. A hurricane hit the Panama City area in late 1995 that did substantial damage to the property. According to Woody Camp, the entire property was re-roofed after the hurricane. Based on discussions with representatives of the owner and information obtained at the Panama City Beach Building Department, the Winn Dixie portion of the building underwent an addition and renovation that was completed in May 1996. At that time, significant site improvements were performed, which included a resurfacing of the parking lot.

A portion of the center is now in poor condition. There are 5,070 square feet of shop space located adjacent to Eckerd Drugs within the primary building of the shopping center. A 2,050 square foot space located at the rear of the center with no primary exposure is leased to a laundry service company. This space consists of minimal tenant finish with exposed concrete block walls and exposed metal roofing as the ceiling. Management indicated that they have no renovation plans for this space at this time. However, the owners are planning a renovation of the remaining 3,020 square feet of vacant shop space as well as a building expansion that will add 1,200 square feet of leasable area underneath an existing roofed area. Information supplied by management indicates that the projected date of completion of the proposed renovation and additions is October 27, 1997.

The shopping center will consist of approximately 68,336 gross square feet upon completion of the proposed building addition. Including the 1,200 square feet of proposed gross leasable area within the addition, there are 66,048 square feet of stated lease area. The difference between gross building area and stated lease area is due to the Winn-Dixie lease. Their space contains approximately 48,710 gross square feet, but the lease agreement and rent roll state a demised area of 46,422 square feet.

The basic construction details that follow were obtained from the physical inspection of the property by the Associate Appraiser on August 9, 1997. The subject's basic construction details are as follows:

Property Type:      Neighborhood shopping center

Roof:               The larger building has an assumed built-up roof system over
                    rigid insulation and metal decking. The metal decking is
                    supported by steel trusses. The smaller building has a wood
                    truss and deck roof system with assumed built-up roof
                    covering.


                                                 H. J. Porter & Associates, Inc.


DESCRIPTION OF IMPROVEMENTS 19

Walls:              Exterior walls are brick veneer over concrete block on the
                    building front and painted concrete block on the sides and
                    rear.

Canopy:             The primary building has a combination of dryvit and raised
                    metal seam awnings built on a combination of brick and block
                    columns.

Doors:              Anodized aluminum store front doors. Interior rest room
                    doors are hollow-core wood. Winn-Dixie is equipped with 8' x
                    10' truck high loading doors in the rear building area.

Windows:            Anodized aluminum store fronts with single glazing

Floor Covering:     Either tile or carpet floor covering

Insulation:         Assumed rigid insulation in built-up roof system

Ceilings:           Suspended lay-in acoustic tile with fluorescent light
                    fixtures

HVAC:               Individual roof mounted electric central heating and cooling
                    for each unit. Make unknown.

Plumbing:           At least one restroom in each shop space. Winn Dixie and
                    Eckerd Drugs's are equipped with men's and women's
                    restrooms.

Fire Safety:        The large shopping center building containing Eckerd Drugs
                    and Winn Dixie has a wet sprinkler system. The separate
                    3,000 square foot shop space building is not equipped with a
                    sprinkler system.

Remarks:            The current overall condition of the shop space ranges from
                    below average to poor. However, the majority of the shop
                    space will soon be renovated. The Winn Dixie and Eckerd
                    drugs's Drug spaces are each equipped with mezzanine areas
                    in their rear storage areas.


                                                 H. J. Porter & Associates, Inc.


20

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd edition, page 171, as:

"The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are LEGAL PERMISSIBILITY, PHYSICAL POSSIBILITY, FINANCIAL FEASIBILITY, and MAXIMUM PROFITABILITY."

Based on this definition, consideration must be given to both the subject land site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS VACANT

PHYSICALLY POSSIBLE - The 6.06 acre size of the subject would support a wide range of uses. All of the necessary utilities and other public services are available in sufficient quantities to support development. The shape and configuration is well suited for a neighborhood shopping center. The site has good access and exposure. The physical characteristics of the site allow for a wide variety of potential land uses.

LEGALLY PERMISSIBLE - The subject site is zoned The site is currently zoned T3 (Tourist District - Accommodations and Retail Sales). Allowed uses include apartments, arcades and game rooms, hotels, motels, condominiums, churches, clubs, lounges, lodges, parking lots, business uses, professional uses, personal services, drive-in facilities, retail sales and services, and single-family dwellings.

FINANCIALLY FEASIBLE - The subject's immediate area is developed with primarily commercial and service uses. Considering the physical characteristics of the subject property, including its good access and exposure, the most feasible use of the subject site, if vacant, would be for retail use, including shopping center development.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject site, "as if vacant and available", the use which is maximally productive generally becomes the deciding factor. Maximally productive uses are limited by the current real estate market, the availability of substitute property for development, and the growth stage of the area. To be maximally productive, that use which provides the most return to the land must be selected.

It has previously been determined that it would be physically possible, legally permissible, and financially feasible to develop the site with a retail use compatible with the current zoning classification and adjacent use. Therefore, as of the effective date of appraisal, retail use, including

H. J. Porter & Associates, Inc.


HIGHEST AND BEST USE-(CONTINUED) 21

shopping center development, is considered to be maximally productive and therefore the highest and best use of the subject site, as if vacant and available.

HIGHEST AND BEST USE - AS IMPROVED

The same criteria utilized to determine the highest and best use of the subject site, as if vacant and available for development, is utilized to determine the highest and best use of the property, as improved.

The subject site is currently improved with a two building neighborhood shopping center that currently consists of a 67,136 gross square foot shopping center in varying stages of condition. The anchor tenant spaces, Winn Dixie and Eckerd Drugs, are in average to good overall condition. However, the existing 8,070 square feet of shop space is in average to poor overall condition. The owners are planning to renovate 3,020 square feet of the shop space and to enclose an additional 1,200 square feet of gross building area to the property, that will bring the total gross building area to 68,336 square feet.

PHYSICALLY POSSIBLE - The subject buildings are well located on the site with parking conveniently located near the retail shops. The existing buildings' contribution to total value is substantial and appears to provide the highest return to the land. The proposed enclosure of 1,200 square feet of gross leasable area under an existing area that is roofed is physically possible.

LEGALLY PERMISSIBLE - One of the basic assumptions of this report is that the subject property as proposed is legally allowed. Please see the Special Assumptions and Limiting Conditions Section of this report.

FINANCIALLY FEASIBLE - The majority of the shop space within the center is in below average condition. Approximately 3,020 square feet of shop space is unleaseable at this time due to poor overall condition. A renovation of the 3,020 square feet of the existing shop space is planned, and a 1,200 square foot shop space building addition is proposed. The subject's existing shop space is currently 58% vacant. The high vacancy is mostly attributed to the poor overall condition of the shop space. Our findings in the market indicate high occupancy levels within food anchored neighborhood shopping centers. Based on proposed renovation and addition costs provided by representatives of the owners and current rental rates found within the market, the proposed renovation and building addition appear feasible.

MAXIMALLY PRODUCTIVE - The subject property represents a viable functioning entity. The high vacancy rate within the shop space can be mostly attributed to the poor overall condition. Based on findings in the market, the current condition of the shop space is considered an under utilization of the property. Renovation of the shop space will enable the subject property to be competitive with other shopping centers in the area. Also, a 1,200 square foot shop space addition is proposed. Considering the strength of the local shopping center market and current rental rates within the

H. J. Porter & Associates, Inc.


HIGHEST AND BEST USE - (CONTINUED) 22

market, the proposed building addition and renovation appears to be the maximally productive use of the property at this time.

The existing improvements significantly add to the property value as a whole. There is no other use that can economically substantiate the removal of the existing improvements. However, the current condition of portions of the shop space is considered an under utilization of the property. Considering the above mentioned factors, the highest and best use of the subject property as improved is for renovation of the 3,020 square feet of existing shop space that is unleaseable at this time due to poor condition and for the enclosure of 1,200 square feet of gross leasable area under an existing area that is roofed, as proposed.

H. J. Porter & Associates, Inc.


23

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real property. This process involves gathering all pertinent information available from the market which may influence the value of the subject property. This data is then utilized in forming an estimate of value based upon the three generally accepted approaches to value. These three approaches are the Cost Approach, the Income Approach, and the Direct Sales Comparison Approach.

COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is based upon the proposition that an informed purchaser would pay no more than the cost of producing a substitute property with the same utility as the subject property. It is assumed that the potential purchaser considers producing a substitute property with the same utility as the property being appraised.

The application of the Cost Approach involves the following steps:

1. Estimating value of the site as if vacant and available to be put to its highest and best use.

2. Estimating the replacement cost new of the improvements.

3. Estimating all elements of accrued depreciation.

4. Subtracting the total accrued depreciation from the replacement cost new of the improvements (resulting in an estimate of the present worth of the improvements).

5. Adding the present worth of all the improvements (including site improvements) to the estimated site value.

6. Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of accrued depreciation. Generally, the older the property and the higher the estimate of accrued depreciation, the less reliable becomes the value indication from this approach. This is particularly critical in the valuation of older properties that normally incur greater amounts of depreciation. The Cost Approach is particularly appropriate when the property being appraised involves relatively new improvements which represent the highest and best use of the site or when the improvements are relatively unique or specialized and there is limited or a total lack of comparable properties which have sold recently.

H. J. Porter & Associates, Inc.


THE APPRAISAL PROCESS - (CONTINUED) 24

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which converts anticipated benefits (dollar income or amenities) to be derived from the ownership of property into a value estimate. Anticipated future income and/or reversions are discounted to a present-worth figure through the capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of leased properties. This rental estimate is a gross amount and all expenses to real estate are deducted. These expenses include vacancy and rent loss which, when subtracted from the gross income, produces the effective gross income. Other expenses include real estate taxes, management cost, insurance cost, and maintenance expense. If applicable, a reduction would also be made for services and utilities. All expense estimates are obtained from the market by comparison to similar structures.

After all expenses have been subtracted from the gross income, the resulting figure is the net operating income, which will be capitalized into value. The capitalization rate is derived from actual sales that have occurred in the market place. The sales are analyzed in order to estimate the net operating income of the property. After the net operating income is estimated, it is divided by the sales price to provide an indication of the overall capitalization rate. Capitalization rates can also be built up from the market factors considered most applicable to income-producing properties. After the net operating income and the capitalization rate are estimated, the net income is then capitalized into a value indication by the applicable capitalization technique.

SALES COMPARISON APPROACH

The Sales Comparison Approach is defined as that approach in an appraisal analysis which is based upon the proposition that an informed purchaser would pay no more for the property than the cost to him of acquiring an existing property with the same utility. Presumably, the potential purchaser considers the alternatives that are available to him and then makes a rational decision based upon the information he has about those alternatives that are available to him and then makes a rational decision based upon the information he has about those alternatives.

The application of the Sales Comparison Approach involves selecting a number of competitive properties which have recently sold on the market. The information derived from this section is analyzed through an adjustment process which develops indications of what the competitive properties would have sold for if they possessed all the important characteristics of the subject property. These indications fall into a pattern surrounding one figure which, when appropriately rounded, is an indication of the market value of the subject property as of the date of the appraisal.

H. J. Porter & Associates, Inc.


THE APPRAISAL PROCESS - (CONTINUED) 25

The reliability of this approach is dependent upon the availability and verification of the comparable sales data. The degree of comparability between the competitive properties and the subject, and the absence of non-typical conditions affecting the sales price of those properties are also important items that are considered. Therefore, this approach is particularly applicable when an active market provides sufficient quantities of reliable data which can be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser carefully evaluates value indications from each of the three approaches. The reliability of each approach to the present appraisal problem is examined and weight is given to the accuracy, reliability, quantity of data available for use in each approach, and the approach in which the market participant typically has the greatest confidence.

H. J. Porter & Associates, Inc.


26

LAND VALUE - DIRECT COMPARISON

The subject site is valued by direct comparison with recent sales of other similarly zoned commercial sites in Bay County, Florida. The sales are analyzed on the basis of their location and utility relative to the subject. Sales considered include:

SALE #1

Address/Location:       Northwest corner of Tyndall Parkway and U.S. Highway 22,
                        Callaway, Bay County, Florida

Grantor:                Daniel & Deborah Fioramonti, A.J. & Beatrice Trawick,
                        and Roy Ostertag, under separate transactions that
                        closed simultaneously and assembled from three parcels.

Grantee:                Albertsons, Inc.

Sale Date:              July 24 & July 27, 1995

Sale Price:             $900,000

Cash Equiv Price:       $900,000

Terms:                  Cash to seller

Recorded:               O.R. Book 1577 Pages 20, 1500, 1501.  Bay County

Verified By:            Walter Abbott, MAI

Rights Conveyed:        Fee simple title

Land Size:              Acres: 6.5     Square Feet: 283,140

Zoning:                 General Commercial

Highest & Best Use:     Commercial

Use At Sale:            Vacant

Topo/Drainage:          Generally level

Access/Visibility:      Good/Good

Utilities:              All available

Remarks:                This parcel is a prime, corner, commercial parcel in the
                        north section of the Tyndall Parkway Corridor. The
                        assemblage of three parcels from three different owners
                        was necessary to obtain enough land for the Albertson's
                        Grocery Store. The site has approximately 440 feet of
                        frontage on Tyndall Parkway and 500 feet along Highway
                        22.

Indicators of Value:    PRICE PER ACRE:     $138,462


                                                 H. J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED) 27

SALE #2

Address/Location:       3621 U.S. Highway 231, Bay County, Florida

Grantor:                Bauman Chiropractic Clinic, PA

Grantee:                Transmitter Crossing, LLC

Sale Date:              May 28, 1996

Sale Price:             $625,000

Cash Equiv Price:       $625,000

Terms:                  Cash to seller

Recorded:               O.R. Book 1635 Page 1779     Bay County

Verified By:            Walter Abbott, MAI

Rights Conveyed:        Fee simple title

Land Size:              Acres: 6.45     Square Feet: 280,962

Zoning:                 General Commercial

Highest & Best Use:     Commercial

Use At Sale:            Vacant

Topo/Drainage:          Level; typical of the area

Access/Visibility:      Good; Good

Utilities:              All available

Remarks:                This site has approximately 516 feet of frontage on
                        Highway 231 and about 510 feet of frontage on
                        Transmitter Road. This site does not include the
                        immediate corner of Transmitter Road and Highway 231.
                        This property included two small, old residential
                        structures which did not contribute to the value of the
                        property. The site has been developed with a Winn-Dixie
                        Marketplace.

Indicators of Value:    PRICE PER ACRE:     $96,899


                                                 H. J. Porter & Associates, Inc.

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    28

SALE #3

Address/Location:       Northwest corner of Middle Beach Road and Beckrich Road,
                        Bay County, Florida

Grantor:                Bennetts Reef, Inc. & Mary Sue Wells, Leclere Eubanks &
                        Madelene Coggin Culpepeer, Co-Trustee

Grantee:                Sembler Family Partnership #8, Ltd.

Sale Date:              September 1993

Sale Price:             $850,100

Cash Equiv Price:       $850,100

Terms:                  Cash to seller

Recorded:               O.R. Book 1453 Page 768 & 772 Bay County

Verified By:            Walter Abbott, MAI

Rights Conveyed:        Fee simple title

Land Size:              Acres: 9.45     Square Feet: 411,642

Zoning:                 General Commercial

Highest & Best Use:     Commercial

Use At Sale:            Vacant

Topo/Drainage:          level; Adequate

Access/Visibility:      Good; good

Utilities:              All available

Remarks:                The property has 640 feet of frontage along Middle Beach
                        Road and 666 feet on Bechrich Road. It is presently
                        improved with a Publix anchored shopping center.

Indicators of Value: PRICE PER ACRE: $89,958

H. J. Porter & Associates, Inc.


LAND VALUE-DIRECT COMPARISON (CONTINUED)                                      29

Sale #4

Address/Location:       North side of Middle Beach Road approximately 1/4 of a
                        mile east of Bechrich Road, Bay County, Florida

Grantor:                N/A

Grantee:                N/A

Sale Date:              Current Listing

Asking Price:           $600,000

Cash Equiv Price:       $600,000

Terms:                  Cash to seller

Verified With:          Selling Agent - Jason Oakes (850-233-9944)

Verified By:            Matt Rice, H.J. Porter & Associates

Date Verified:          08\20\97

Rights Conveyed:        Fee simple title

Land Size:              Acres: 6.0     Square Feet:     261,360

Zoning:                 T-2 (Tourist District)

Highest & Best Use:     Commercial

Use At Sale:            Vacant

Topo/Drainage:          Level/adequate

Access/Visibility:      Good/Good

Utilities:              All available

Remarks:                According to the listing agent, the site is zoned T-2,
                        which allows for shopping center development. All
                        necessary utilities are available. The site has
                        approximately 600 feet of frontage on Middle Beach Road.

Indicators of Value: PRICE PER ACRE: $100,000

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

[GENERAL HIGHWAY MAP OF BAY COUNTY FLORIDA]

LAND SALES MAP


LAND VALUE - DIRECT COMPARISON (CONTINUED) 30

Land Sales 1 through 4 detailed above are compared to the subject's shopping center site and adjusted to the subject for notable differences. These adjustments are made in the adjustment grid below.

=====================================================================================================================
                                                  LAND SALES COMPARISON GRID
=====================================================================================================================
Comp. Number                            Subject                  #1              #2              #3              #4
Grantor                                             Ostertag, Et Al          Bauman        Bennetts             N/A
Grantee                                                  Albertsons     Transmitter         Sembler             N/A
Location                      Panama City Beach        Callaway, FL     Bay Co., FL     Bay Co., FL     Panama City
                                                                                                              Beach
Cash Eq. Price                                             $900,000        $625,000        $850,100        $600,000
Date of Sale                             8/9/97             6/27/95         5/28/96         9/15/93          8/9/97
Land Size (ACRE)                           6.06                6.50            6.45            9.45            6.00
=====================================================================================================================
ADJUSTMENTS                                                      #1              #2              #3              #4
Conditions of Sale                                           Normal          Normal          Normal          Normal
Net Adjustment                                                   $0              $0              $0              $0
Market Conditions                                             6.36%           3.60%          11.70%           0.00%
(Time) @ 3% /year
=====================================================================================================================
Preliminary Adj. Price                                     $957,240        $647,500        $949,562        $600,000
Preliminary Adj. Price/ACRE                                $147,268        $100,388        $100,483        $100,000
=====================================================================================================================
PHYSICAL DIFFERENCES                                             #1              #2              #3              #4
Location                                                         0%             10%              0%             10%
Access/Exposure                                                -15%              0%              0%              0%
Listing Status                                                   0%              0%              0%            -10%
Subtotal-Physical                                              -15%             10%              0%              0%
=====================================================================================================================
Adjusted Price                                             $813,654        $712,250        $949,562        $600,000
Adjusted Price/Acre                                        $125,178        $110,426        $100,483        $100,000
Size                                                           1.01            1.01            1.09            1.00
Adjusted Price Per Acre                                    $126,429        $111,531        $109,526        $100,000
=====================================================================================================================

H. J. Porter & Associates, Inc.


LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    31

The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:     All sales were normal arm's length transactions that
                        required no adjustments.

Time:                   Considers an increase in value of 3% per year over the
                        past several years. This is based on general trends as
                        there were no sales/resales found with which to compare.

Location:               Sales No. 2 and No. 4 are inferior in location requiring
                        upward adjustments. Both of these sales are located in
                        areas of less intense commercial development.

Access/Exposure:        Sale No. 1 is superior to the subject in corner
                        influence. No other adjustments for access/exposure were
                        required.

Listing Status:         Sale No. 4 was adjusted downward for its listing status.

Size:                   All sales were adjusted using the Dilmore Size
                        adjustment table. This table is based on the fact that a
                        property's price per unit is generally inversely related
                        to its size.

The comparable sales after adjustment, indicate a range of value from $100,000 to $126,429 per acre. Most emphasis was placed on Sales No. 1 through No. 3. Based on these adjusted sales, the subject site, "As if Vacant", is valued as:


ESTIMATED LAND VALUE - AS IF VACANT

 6.06     Acres @     $110,000     per Acre     =        $666,600

                                             ROUNDED:    $667,000
==================================================================

H. J. Porter & Associates, Inc.


32

COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost service indexed to the Panama City market and found to be reliable and consistent with costs incurred by builders within the area. The cost factors from this cost service are inclusive of architect/engineering fees, construction period interest, contractors overhead and profit, and normal site prep costs. Excluded are site improvements such as paving, landscaping, etc., land costs, and indirect costs such as developers profit and permanent loan fees.

Calculations of total building replacement costs are:


Valuation - Cost Approach

Estimated Replacement Cost New - [MARKET]

Good Class "C" - Sec 13, Pg 19

Base Cost                                 $56.83
Sprinkler System                           $1.80
Total Base Cost                           $58.63
Current Cost Multiplier      X              1.04
Local Cost Multiplier        X              0.85
Perimeter Multiplier         X              0.83

GBA 48,710 Sq. Ft. @ $43.02 per Sq. Ft. = $2,095,407 Canopy @ 30% of Base Cost 3,120 Sq. Ft X $12.91 per Sq. Ft. = $40,265

Estimated Replacement Cost New - [NEIGHBORHOOD SHOPPING CENTER]

Average Class "C" - Sec 13, Pg 27

Base Cost                                 $46.08
Sprinkler System                           $1.50
Total Base Cost                           $47.58
Current Cost Multiplier      X              1.04
Local Cost Multiplier        X              0.85
Perimeter Multiplier         X              0.93
GBA                 19,626 Sq. Ft. @      $39.12 per Sq. Ft. =   $767,700
Canopy @                25% of Base Cost
                     2,200 Sq. Ft X        $9.78 per Sq. Ft. =    $21,514

TOTAL REPLACEMENT COST NEW - ALL STRUCTURES                    $2,924,886
================================================================================


                                                 H. J. Porter & Associates, Inc.

COST APPROACH TO VALUE - (CONTINUED)                                          33

INDIRECT COST

Indirect costs including developer's entrepreneurial profit and permanent loan fees are added to the subject's direct cost to estimate the total value of the subject property via the Cost Approach. Developer's entrepreneurial profit is added at 20% based upon sales of new shopping centers, discussions with Developers and Brokers, and with consideration given to the cross collateralization of the portfolio of retail properties to which the subject is a part. Permanent loan fees are added at the amount typically charged by lenders
- 2% of the loan amount (1% construction - 1% permanent).

ACCRUED DEPRECIATION AND OBSOLESCENCE

The subject property is appraised assuming renovation of the shop space that is in poor condition. Consequently, there are no items of deferred maintenance. The subject's effective age is less than its actual age due to the recent and proposed additions and renovations. Incurable physical depreciation is estimated using the economic age/life method and calculated as:

=======================================================================
Depreciation - Physical Incurable
     Effective Age:                                             9 Years
     Economic Life New:                                        40 Years
     Percentage Depreciation (Effective Age / Life New)          22.50%
-----------------------------------------------------------------------
     Dollar Depreciation - Incurable Long Lived Items

$2,924,886 x 22.50% $658,099

H. J. Porter & Associates, Inc.


COST APPROACH TO VALUE - (CONTINUED) 34

Based on inspection of the subject property and its neighborhood, there is no functional or external obsolescence.

Site improvements are added at their depreciated values and the underlying vacant shopping center site land value is added as arrived at previously by comparison. The calculation of Value by the Cost Approach is presented in tabular form on the following page.

H. J. Porter & Associates, Inc.


COST APPROACH TO VALUE - (CONTINUED) 35

====================================================================================================================================
                                                      VALUATION - COST APPROACH
====================================================================================================================================
DIRECT COST
Total Replacement Cost New - Structures (from prior page)                                                                 $2,924,886
LESS DEPRECIATION:                                                                 Curable          Incurable
                                                                                   -------          ---------
Physical                                                                                 0           $658,099
Functional                                                                               0                 $0
External                                                                                 0                 $0
Total                                                                                    0                 $0               $658,099
                                                                                                                            --------
Depreciated Cost of Shopping Center                                                                                       $2,266,786
Add: Site Improvements                             Area        Cost/Sq. Ft.         % Dep.           Cost New
                                                   ----        ------------         ------           --------
Asphalt Paving                                  170,000                  $2            10%           $229,500
Concrete Paving                                   5,000                  $2             5%             $8,313
Concrete Curbs                                    1,000                  $8            10%             $6,750
Light Poles                                    Lump Sum                                               $16,000
Landscaping                                    Lump Sum                                               $20,000
Total Site Improvements                                                                                                     $280,563
                                                                                                                            --------
Total Depreciated Cost New                                                                                                $2,547,349
INDIRECT COST
Developer Profit                                       20% of Total Cost/Land                       $642,870
Permanent Loan Fees@                                    2% of Loan Amount
(Loan basis =                                          75% of Land/Bldg Cost)                        $57,858
Marketing/Lease Commission                                                                           $30,000
TOTAL INDIRECT COST                                                                                                         $730,728
                                                                                                                            --------
TOTAL REPRODUCTION COST NEW                                                                                               $3,278,078
LAND VALUE (from previous section)                                                                                          $667,000
                                                                                                                            --------
PRELIMINARY VALUE BY COST -                                                                                               $3,945,078
                                                                                                (Rounded)                 $3,950,000
====================================================================================================================================

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE 36

As a primary approach to value for the subject, the estimated net operating income is capitalized into a value estimate by use of an overall capitalization rate. In arriving at a net operating income, consideration is given to rentals and expenses which are incurred in the operation of the property.

The shopping center currently consists of 64,848 square feet of rentable area. Management is planning a renovation of 3,020 square feet of shop space, as well as a building expansion that will add 1,200 square feet of leasable area. At completion of the proposed addition and renovation, the subject property will consist of a gross leasable area of 66,048 square feet. The following analysis assumes completion of proposed property addition and renovation, as well as stabilized occupancy.

CONTRACT RENT

There are currently four tenants at the subject property. The anchor tenant space, which amounts to 56,778 square feet (46,422 Sq.Ft. - Winn Dixie and 10,356 Sq.Ft. - Eckerd Drugs's) is 100% occupied. Including the 1,200 square foot proposed addition, the 9,270 square feet of shop space is currently 63% vacant. A 2,050 square foot space is leased through March 31, 1999 to Helen Harris who operates a laundry service and a 1,350 square foot space is leased on a month to month basis to Express Coin Laundry. Summaries of each lease are included in the Addendum of the report.

========================================================================================
                              SUMMARY OF CURRENT CONTRACT RENTS
========================================================================================
Tenant                        Sq.Ft.         Rent/Sq.Ft      Annual Rent      Expiration
----------------------------------------------------------------------------------------
Winn Dixie                    46,422         $6.96           $322,978         10/31/14

Eckerd drugs's Drugs          10,356         $5.26           $54,432          7/23/03

Helen Harris - H&P  Laundry   2,050          $4.10           $8,400           3/31/99

Express Coin Laundry          1,350          $10.40          $14,040          Mo. To Mo.

Vacant                        1,650          N/A             N/A              N/A

Vacant                        1,820          N/A             N/A              N/A

Vacant                        1,200          N/A             N/A              N/A

Vacant                        1,200          N/A             N/A              N/A
                              -----                          ---
Total                          66,048                          $399,850
========================================================================================

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

COMPARABLE RENTALS


INCOME APPROACH TO VALUE - (CONTINUED) 37

POTENTIAL GROSS INCOME

The subject property is anchored by Winn Dixie Marketplace containing 46,422 square feet of stated leased area, and Eckerd drugs's with 10,356 square feet. Upon completion of proposed renovation and additions, the property will contain 9,270 square feet of gross leasable shop space.

In order to determine whether the current shop space rents are commensurate with local market rents as well as to determine the market rents for the vacant tenant spaces, six comparable neighborhood shopping centers within Bay County, Florida were inspected, surveyed, and compared to the subject. Comparable rentals considered for the subject's non-anchored space are shown on the following pages.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 38

[GRAPHICS OMITTED]
[PHOTOGRAPH]

RENT COMPARABLE 1

NAME:                   Middle Beach Shopping Center
LOCATION:               NWC of Middle Beach Road and Bechrich Road Panama
                        City, FL
YEAR BUILT:             1994
SIZE:                   69,877 Sq.Ft. GLA
ANCHORS TENANTS:        56,077 Sq.Ft.   Publix
                        13,800 Sq.Ft.   Local Shop
                        69,877 Sq.Ft.   GLA
SHOP TENANTS:           Movie Gallery, Far Horizon's Travel, Office
                        Express, Classique Hair Styles, Jan's Pizza, Jane's
                        Hallmark, Herb Shop, Baskin Robbins, etc.
SHOP SPACE RENTS:       $11.00 - $14.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         100%
VERIFIED WITH:          Jamestown Management (770) 805-1000 - 8/19/97
REMARKS:                The center is 100% occupied. It is located on
                        Middle Beach Road, one block south of
                        Front Beach Road. Management indicated
                        that actual rental rates for shop space
                        range from $11.00 - $14.00 per square
                        foot, annually. It is located in a busy
                        tourist area.


                                                 H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 39

[GRAPHICS OMITTED]
[PHOTOGRAPH]

RENT COMPARABLE 2

NAME:                   Shoppes at Edgewater
LOCATION:               NEC of Front Beach Road and Bechrich Road Panama
                        City Beach, FL
YEAR BUILT:             1985
SIZE:                   143,808 Sq.Ft. GLA
ANCHORS TENANTS:        45,520 Sq.Ft.   Food World
                        26,929 Sq.Ft.   Cinema 10
                        8,640 Sq. Ft.   Eckerds
                        62,719 Sq.Ft.   Local Shop
                        143,808 Sq.Ft.  GLA
SHOP TENANTS:           Food World, Cinema 10, Eckerd drugs's, Subway, Post
                        net, Q-Zar, Rainforest trading Co., Dakota Grill,
                        Granny's ice Cream, Montego Bay, Beach Scene, etc.
SHOP SPACE RENTS:       $10.00 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         94%
VERIFIED WITH:          Seltzer Management (904) 233-9944 - 8/19/97
REMARKS:                Management quoted asking rates on vacant space from
                        $10.00 to $12.00 per square foot. The
                        asking rate for a 2,270 square foot
                        vacant space is $12.00 per square foot.
                        The asking rate for a 1,600 square foot
                        vacant space, which lacks direct
                        exposure, is $10.00 per square foot.
                        This shopping center is well located in
                        a busy tourist area. Management
                        indicated that reimbursements are
                        running $1.71, including $.44 per square
                        foot annually for insurance.


                                                 H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 40

[GRAPHICS OMITTED]
[PHOTOGRAPH]

RENT COMPARABLE 3

NAME:                   Magnolia Plaza Shopping Center
LOCATION:               2419 Thomas Drive Panama City, FL
YEAR BUILT:             1994
SIZE:                   70,000 Sq.Ft. GLA +/-
ANCHORS TENANTS:        50,000 Sq.Ft.   Delchamps +/-
                        9,000 Sq. Ft.   Harco Super Drugs
                        11,000 Sq.Ft.   Local Shop +/-
                        70,000 Sq.Ft.   GLA
SHOP TENANTS:           Movie Gallery, The Fudge Factory, Post Net, Beach
                        Chiropractic, Rupert's Cleaners, etc.
SHOP SPACE RENTS:       Approximately $10.00 per square foot
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         100%
VERIFIED WITH:          Cumming-White-Spunner (334) 476-6000 - 8/19/97
REMARKS:                The center is 100% occupied. It is located on
                        Thomas Drive near the entrance to Bay
                        Point. Management indicated that actual
                        rental rates for shop space are in their
                        opinion below market.


                                                 H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 41

[GRAPHICS OMITTED]
[PHOTOGRAPH]

RENT COMPARABLE 4

NAME:                   23rd Street Plaza
LOCATION:               616-676 W. 23rd Street, Panama City, FL
YEAR BUILT:             1986
SIZE:                   99,756 Sq.Ft. GLA
ANCHORS TENANTS:        48,000 Sq.Ft.    Publix
                        9,000 Sq.Ft.     Party Universe
                        42,756 Sq.Ft.    Local Shop
                        99,756 Sq.Ft.    GLA
SHOP TENANTS:           Professional Print Graphics, Transouth, Ice Cream,
                        Olan Mills, Heaven & Earth, Play It Again Sports,
                        CiCi's Pizza, 4th Dimension Hair, etc.
SHOP SPACE RENTS:       $9.50 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         92%
VERIFIED WITH:          Stan Farrell (leasing Agent) (800) 277-0606 -
                        8/18/97
REMARKS:                The asking rate for a 3,600 square foot space is
                        $9.50 per square foot. Also, a 1,400 square foot
                        space was recently leased for $11.75 per square
                        foot. Only a rental range for the shop space was
                        given. The overall condition and quality of this
                        shopping center is good. According to management,
                        the total reimbursements are running $1.33 per
                        square foot annually.


                                                 H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 42

[GRAPHICS OMITTED]
[PHOTOGRAPH]

RENT COMPARABLE 5

NAME:                   Stanford Station
LOCATION:               730 W. 23rd Street Panama City, Florida
YEAR BUILT:             1983
SIZE:                   88,687 Sq.Ft. GLA
ANCHORS TENANTS:        42,800 Sq.Ft.    Food World
                        9,000 Sq.Ft.     CVS Pharmacy
                        36,887 Sq.Ft.    Local Shop
                        88,687 Sq.Ft.    GLA
SHOP TENANTS:           TCBY, Beepers Unlimited, Harrison Jewelers, Buster
                        Brown Shoes, Mens Fabricks, FL Linen Outlet, Mount
                        Olive Health Foods, MK Designs, etc.
SHOP SPACE RENTS:       $10.00 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM, Insurance
SHOP OCCUPANCY:         89%
VERIFIED WITH:          Faison Realty (904) 785-0350 8/18/97
REMARKS:                The agent would not verify specific rents of the
                        tenants. Only a rental range for the shop space was
                        given. The asking rate for 1,200 and 2,800 square
                        foot vacant spaces are $11.50 and $10.50 per square
                        foot, respectively. According to the agent, costs
                        for taxes, insurance and CAM are running about
                        $1.75 per square foot annually.


                                                 H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 43

[GRAPHICS OMITTED]
[PHOTOGRAPH]

RENT COMPARABLE 6

NAME:                   Albertsons
LOCATION:               Northwest corner of 23rd Street and U.S. Highway 77
                        Panama City, FL
YEAR BUILT:             1980 +/-
SIZE:                   Anchors:              45,000 Sq.Ft. +/-
                        Local Shop Space:     23,700 Sq.Ft.
                        Total                 68,700 Sq.Ft +/-
ANCHOR TENANTS:         Albertson's
SPACE RENT:             $9.50 per Sq.Ft. (Asking)
EXP. CONTRIBUTIONS:     Pro rata share of taxes, insurance & CAM
SHOP OCCUPANCY:         88%
VERIFIED WITH:          Marl Cummings (334) 476-6000, 8/19/97
REMARKS:                This is an older center that is well located near
                        the Panama City Mall. The asking rate
                        for a 2,800 square foot vacant space is
                        about $9.50 per square foot. Typical
                        terms are 3-5 years flat within the
                        center. CAM charges have been running
                        between $1.58 and $1.64 per square foot
                        in recent years.


                                                 H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 44

Rental rates for shop space in the six anchored shopping center comparables range from $9.50 to $14.00 per square foot. The following table illustrates a summary of local shop space rents within the comparables.

==================================================================================================================
                                             COMPARABLE RENTAL SUMMARY
==================================================================================================================
Local Rent                       #1              #2               #3            #4            #5            #6

Local Shop Space (Sq. Ft.)       13,800          62,719           11,000        42,756        36,887        23,700

Space Available (Sq. Ft.).       0               3,870            0             3,600         4,000         2,800

Local Shop Vacancy               0%              6%               0%            8%            11%           12%

Annual Rents Per Sq. Ft.         $11-14          $10-12           $10           $9.50-12      $10-12        $9.50
==================================================================================================================

According to plans indicated by management, the 9,270 square feet of shop space is proposed to be divided into six tenant spaces. The six tenant spaces range in size from 1,200 to 2,050 square feet. Four of the spaces are considered to have similar exposure and market orientation as found in the above competitors, and the market rental rate should fall within the established market range. Considering the proposed renovation, the subject's market rents within the four shop spaces with good exposure are estimated in the $10.00 - $10.50 per square foot range.

Two of the subject's spaces are located in the back portion of the shopping center with no direct exposure. One of these spaces, a 2,050 square foot space that is presently leased to Helen Harris who operates a laundry service from the premises, contains minimal tenant finish including exposed concrete flooring, exposed metal roof and painted concrete block interior walls. Management has no plans to renovate the space, and the space appears well suited for the current tenant. Considering these factors, the current contract rent of $4.10 per square foot annually appears at market. The other space without direct exposure consists of 1,820 square feet that is a part of the proposed renovation. Considering its lack of primary exposure and its expected good condition upon completion, a rental rate of $7.00 per square foot is projected. Management at the subject indicated that they are currently marketing this space to a prospective office tenant.

The following table illustrates the current contract rents and the concluded market rents for the subject shop space.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED)                                        45

             SUMMARY OF CONTRACT AND MARKET RENTS FOR THE SHOP SPACE

================================================================================
Tenant                           Size       Contact Rent/SF     Estimated Market
                                                                    Rent/SF
================================================================================
Helen Harris - Laundry           2,050           $4.10                $4.10

Vacant - No Primary Exposure     1,820            N/A                 $7.00

Vacant - Primary Exposure        1,200            N/A                $10.50

Vacant - Primary Exposure        1,200            N/A                $10.50

Express Coin Laundry             1,350          $10.40               $10.40

Vacant - Primary Exposure        1,650            N/A                $10.50
================================================================================

As with most modern neighborhood shopping centers, shop space tenants pay their pro rata share of taxes, insurance, arid common area maintenance. No other expense contributions are included. Express Coin Laundry is currently paying a 15% CAM and insurance administration charge. However, this tenant is on a month to month agreement and the long-term prospects for this tenant are in question. Considering the age of the subject property, the projected market rents, and overall market conditions, additional expense contributions for CAM and insurance administrative fees, % of base rent for management fee, and per square foot reserve for structural maintenance have not been included in this analysis.

The contract rents for Winn Dixie and Eckerd Drugs, like most signature stores, are a function of the development cost and negotiations between developer and tenant. The Winn Dixie rent at $6.96 per square foot is within the range of rental rates for other similar sized food anchors. However, the current rental rate for Eckerd Drugs's at $5.26 per square foot is below the range of rental rates for similar sized anchors as illustrated in the following table.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 46

====================================================================================================================================
Tenant                       Location                              Year                       Size-Sq-Ft.              Rent/Sq.Ft.
====================================================================================================================================
Winn Dixie                   Alabaster, AL                         1993                          44,000                   $6.50
Winn Dixie                   Panama City, FL                       1993                          44,000                   $7.15
Winn Dixie                   Moody, AL                             1993                          44,000                   $7.00
Winn Dixie                   Chalkville, AL                        1994                          51,250                   $6.50
Winn Dixie                   Alexander City, AL                    1994                          44,000                    6.75
Winn Dixie                   Chattanooga, TN                       1994                          44,000                    7.05
Winn Dixie                   Anniston, AL                          1995                          44,000                   $7.70
Winn Dixie                   Birmingham, AL                        1995                          44,000                   $6.95
Winn Dixie                   Mobile, AL                            1996                          51,282                   $8.00
Winn Dixie                   Dalton, GA                            1996                          44,000                   $9.26
Winn Dixie                   Trussville, AL                        1996                          44,000                   $8.15
Winn Dixie                   Mobile, AL                            1997                          44,000                   $9.00
Winn Dixie                   Pensacola, FL                         1997                          44,500                   $8.60
Winn Dixie                   Cantonment, FL                        1997                          44,000                   $7.75
Winn Dixie                   Parker, FL                            1997                          44,000                   $7.80
Winn Dixie                   Mobile, AL                            1997                          44,000                   $8.85
Winn Dixie                   Fairhope, AL                          1997                          51,282                   $9.25
====================================================================================================================================

====================================================================================================================================
Drugs for Less               Birmingham, AL                        1993                          18,000                   $7.50
Harco Drugs                  Birmingham, AL                        1993                          12,876                   $5.95
Harco Drugs                  Pell City, AL                         1993                           9,100                   $7.50
Harco Drugs                  Alabaster, AL                         1993                           9,100                   $8.50
Big B Drugs                  Chattanooga, TN                       1994                           8,470                   $7.00
Harco Drugs                  Tuscaloosa, AL                        1994                          10,160                   $7.90
Revco                        Anniston, AL                          1995                           9,240                   $7.75
Scotty's                     Parker, FL                            1995                          19,880                   $6.25
Revco                        Cantonment, FL                        1997                           9,240                   $7.75
Drugs for Less               Birmingham, AL                        1995                          18,000                   $7.00
Revco                        Dalton, GA                            1996                           8,450                   $9.75
Harco Drugs                  Mobile, AL                            1997                          10,125                   $8.25
====================================================================================================================================

According to discussions with management and information found on the rent roll, Winn Dixie pays its pro-rata share of common area maintenance and pro-rata share of any increases over base year taxes and insurance, which are $12,400 and $8,595, respectively. Eckerd's pays its pro-rata share of common area maintenance and pro-rate share of increases over base year taxes. The base year tax amount is $12,400, according to information on the rent roll. Eckerd's does not contribute to the landlord's insurance expenses.

The Winn Dixie and Eckerd's leases call for percentage rents. No information was provided that indicated that percentage rents have been collected in recent years. As such, no income from percentage rent is estimated.

The Eckerd's lease is considered below market. There are approximately six years remaining on the original lease agreement, and Eckerd's has four, five year renewal options. In other areas of Bay

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED)                                        47

County, Eckerd Drugs has vacated space within shopping centers in recent years
and is occupying free-standing buildings. However, considering the favorable
terms of the lease, consideration must be given to the possibility of Eckerd
Drugs exercising renewal options.

The Potential Gross Income is the sum of the subject's contract rents plus
expense reimbursements for the pro rata share of taxes, insurance, and common
area maintenance. No administrative fees, reserves or management fee
reimbursements are included in this analysis. The Potential Gross Income is
calculated in the following table.

================================================================================
                             POTENTIAL GROSS INCOME
================================================================================
Anchor Tenants
 Winn Dixie              46,422 sq.ft. @  $6.96 = $322,978
 Eckerds                 10,356 sq.ft. @  $5.26 =  $54,432
Subtotal                 56,778 sq.ft.                           $377,410
Non-Anchor Tenants
 Helen Harris             2,050 sq.ft. @  $4.10 =   $8,400
 Vacant                   1,820 sq.ft. @  $7.00 =  $12,740
 Vacant                   1,200 sq.ft. @ $10.50 =  $12,600
 Vacant                   1,200 sq.ft. @ $10.50 =  $12,600
 Express Coin             1,350 sq.ft. @ $10.40 =  $14,040
Laundry
 Vacant                   1,650 sq.ft. @ $10.50 =  $17,325
Subtotal                  9,270                                   $77,705
                                                                  -------
Total Rental Income      66,048 sq.ft.                           $455,115
Expense Contributions
 Eckerds                 10,356 sq.ft.
  Taxes                         sq.ft. @  $0.42 =   $4,299
  CAM                           sq.ft. @  $0.38 =   $3,935
 Winn Dixie              46,422
  Taxes                         sq.ft. @  $0.42 =  $19,269
  Insurance                     sq.ft. @  $0.37 =  $17,153
  CAM                           sq.ft. @  $0.38 =  $17,640
Non-Anchor Tenants
 CAM Admin., St. Res., Mgt.                             $0
 CAM, Tax, Ins.           9,270 sq.ft. @  $1.48 =  $13,720
                         66,048                                   $76,017
                                                                  -------
POTENTIAL GROSS INCOME                                           $531,132
================================================================================

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 48

EFFECTIVE GROSS INCOME

Stabilized vacancy and collection loss is subtracted from Potential Gross Income to estimate the Effective Gross Income. Winn Dixie and Eckerd Drugs have extended lease terms and are considered credit anchor tenants. As such, no vacancy and credit loss is calculated on their income. The possibility exists that Eckerd Drugs's will vacate the space at the end of the initial lease term in July 2003. However, considering the below market lease, the remaining lease period, and the time available for the landlord to find a new anchor tenant for this space if vacated, no vacancy and credit loss was estimated for the Eckerd Drug's space.

Local shop space in the six comparable shopping centers ranged from 88% to 100% occupied. There is good demand for local shop space in food anchored shopping centers throughout the Bay County area. Considering the size of the shop space, the proposed renovation of the subject, the strength of the market, the subject's anchor tenants, and the physical locations of the subject spaces within the shopping center, the stabilized vacancy and collection loss for the subject's non-anchored shop space is estimated to be 10% ($91,425) times 10% = $9,143 of base rent and expense reimbursements. The effective gross income is calculated as follows.

$531,132         Potential Gross Income
  $9,143         Vacancy and Collection Loss
  ------
$521,989         Effective Gross Income

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to arrive at Net Operating Income. A two year operating expense was provided by management. The historical expenses are displayed in the following table.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 49

OPERATING EXPENSES - (CONTINUED)

============================================================
                    Historical Expenses
============================================================
                                  1995                 1996
                                  ----                 ----
Income
Gross Rents                   $421,444             $435,351
Total Income                  $421,444             $435,351
Expenses
Cleaning/maintenance           $11,072              $13,712
Insurance                      $31,479              $40,734
Repairs                         $3,659
Taxes                          $17,143               17,134
Utilities                       $5,823               $7,346
Other                           $5,122              $20,834
Total Expenses                 $74,298              $99,760
                               -------              -------
Net Operating Income          $347,146             $335,591
============================================================

No management fee was included in the above historical expense statement provided by management. Little emphasis was placed on the subject's historical expenses due to the high vacancy rate within the shop space in recent years. To estimate the appropriate expense levels, statements from similar shopping centers in the southeast are analyzed and representatives with local management companies were interviewed.

The expense comparables are presented below and on the following pages.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 50

OPERATING EXPENSES - (CONTINUED)

Comparable # 1

Project Name:                 Delchamps Plaza North
Location:                     McFarland & Watermelon Road Tuscaloosa, AL
Year Built:                   1986              GLA: 59,389 SF
Source:                       Year End Statement
Type Center:                  Neighborhood
Analysis Year:                1995              Analysis By: DPM


       Item                          Total             $/SF             %PGR
       ----                          -----             ----             ----
Potential Gross Rent:             $459,768            $7.74           100.0%
Less Vac/Credit Loss:                $-603           $-0.01            -0.1%
                                     -----           ------           ------
Effective Gross Rent:             $459,165            $7.73            99.9%
+ CAM/Reimbursements:              $41,120            $0.69             8.9%
+ Misc Income:                      $3,439            $0.06             0.7%
                                     -----           ------           ------
Effec. Gross Income:              $503,724            $8.48           100.0%

      Item                           Total             $/SF             %EGI
      ----                           -----             ----             ----
Less Expenses:
  Management:                      $30,762            $0.52             6.1%
  Ad Valorem Tax:                  $33,939            $0.57             6.7%
  Insurance:                        $4,915            $0.08             1.0%
  Administration Expense:           $1,391            $0.02             0.3%
  CAM:                             $41,892            $0.71             8.3%
  Miscellaneous:                    $8,765            $0.15             1.7%

Total Expenses:                   $121,664            $2.05            24.2%
                                  --------            -----            -----
Net Operating Income:             $382,060            $6.43            75.8%
                                  ========            =====            =====

Comments: Utilities expense included in CAM. Miscellaneous expense is non-pass through expense for building repair.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED)                                        51

OPERATING EXPENSES - (CONTINUED)

Comparable # 2

Project Name:                             Delchamps Plaza South
Location:                                 Skyland Blvd. Tuscaloosa, AL
Year Built:                               1986              GLA: 108,903 SF
Source:                                   Year end operating statement
Type Center:                              Neighborhood Shopping Center

Analysis Year: 1996 Analysis By: LHH

     Item                                    Total            $/SF         %PGR
     ----                                    -----            ----         ----
Effective Gross Rent:                     $751,676           $6.90             %
+ CAM/Reimbursements:                      $61,400           $0.56             %
+ Misc Income:                                $300           $0.00             %
                                              ----           -----            --
Effec. Gross Income:                      $813,376           $7.47        100.0%

     Item                                    Total            $/SF          %EGI
     ----                                    -----            ----          ----
Less Expenses:
  Management:                              $42,686            $0.39         5.2%
  Ad Valorem Tax:                          $39,174            $0.36         4.8%
  Insurance:                               $13,588            $0.12         1.7%
  Administration                           $17,144            $0.16         2.1%
  Expense:
  CAM:                                     $25,322            $0.23         3.1%
  Utilities:                                $6,564            $0.06         0.8%
  Miscellaneous:                            $5,071            $0.05         0.6%
                                          --------            -----        ----
Total Expenses:                           $149,549            $1.37        18.4%
                                          --------            -----        ----
Net Operating Income:                     $663,827            $6.10        81.6%
                                          ========            =====        ====

Comments: Misc. Expense is travel and structural repair.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 52

OPERATING EXPENSES - (CONTINUED)

COMPARABLE # 3

Project Name:                        Stratford Square
Location:                            East Boulevard
                                     Montgomery, AL
Year Built:                          1987              GLA: 121,236 SF
Source:                              Year End Statement
Type Center:                         Community Shopping Center
Analysis Year:                       1995              Analysis By: Philip Minor

      Item                              Total            $/SF         %PGR
      ----                              -----            ----         ----
Effective Gross Rent:                $771,843           $6.37            %
+CAM/Reimbursements:                 $118,804           $0.98            %
+Misc Income:                            $412           $0.00            %
                                     --------           -----        -----
Effec. Gross Income:                 $891,079           $7.35       100.0%

      Item                              Total            $/SF         %EGI
      ----                              -----            ----         ----
Less Expenses:
  Management:                         $43,173           $0.36         4.8%
  Ad Valorem Tax:                     $47,541           $0.39         5.3%
  Insurance:                          $12,987           $0.11         1.5%
  Administration                      $13,769           $0.11         1.5%
  Expense:
  CAM:                                $53,488           $0.44         6.0%
  Miscellaneous:                       $5,650           $0.05         0.6%
                                     --------           -----        ----
Total Expenses:                      $176,608           $1.46        19.8%
                                     --------           -----        ----
Net Operating Income:                $714,471           $5.89        80.2%
                                     ========           =====        ====

Comments: Miscellaneous expense includes $3,762 for on-site management, and $1,888 advertising and promotion.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 53

OPERATING EXPENSES - (CONTINUED)

COMPARABLE # 4

Project Name:                 Corner Village
Location:                     Auburn, AL
Year Built:                   1978              GLA: 62,510 SF
Source:                       Year End Statement

Type Center: Neighborhood Shopping Center Analysis Year: 1995 Analysis By: Philip Minor

      Item                           Total            $/SF       %PGR
      ----                           -----            ----       ----
Effective Gross Rent:             $260,657           $4.17          %
+ CAM/Reimbursements:              $22,347           $0.36          %
+ Misc Income:                         $83           $0.00          %
                                  --------           -----     -----
Effec. Gross Income:              $283,087           $4.53     100.0%

      Item                          Total             $/SF       %EGI
      ----                          -----             ----       ----
Less Expenses:
Management:                       $10,663            $0.17       3.8%
Ad Valorem Tax:                   $21,172            $0.34       7.5%
Insurance:                         $4,405            $0.07       1.6%
Administration                     $3,556            $0.06       1.3%
Expense:
CAM:                              $25,305            $0.40       8.9%
Utilities:                           $332            $0.01       0.1%
Miscellaneous:                     $1,718            $0.03       0.6%
                                 --------            -----       ----
Total Expenses:                   $67,151            $1.07      23.7%
                                 --------            -----       ----
Net Operating Income:            $215,936            $3.45      76.3%
                                 ========            =====       ====

Comments: Miscellaneous expense is building repair and maintenance.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 54

OPERATING EXPENSES - (CONTINUED)

Based on these expense comparables, the pertinent expense categories in appropriate amounts are estimated below. The following expense estimates reflect estimated stabilized expenses for the subject property, as proposed.

Management/Leasing:       The management fee of the comparable properties ranged
                          from 3.8% to 6.1%. As indicated previously, the
                          subject property is one of fifteen shopping centers in
                          a cross collateralized portfolio of retail properties
                          under single management. Considering economies of
                          scale, the subject's management fee is estimated at
                          the low end of the range at 4% of effective rental
                          income.

Ad Valorem tax:           The subject's ad valorem tax, as previously discussed,
                          is estimated at $39,816 per year.

Insurance:                According to Robb Newton, a representative of the
                          owner, the current insurance costs are approximately
                          $30,310 per year. Based on discussion with local
                          property manager's and a review of the subject's
                          recent historical insurance expenses, an insurance
                          expense of $33,000, or $.50 per square foot is
                          estimated. Based on discussions with local management
                          companies and the subject's location near the Gulf of
                          Mexico, the insurance amount appears reasonable. For
                          instance, a nearby 143,808 square foot center had 1996
                          insurance costs of $.44 per square foot with an
                          anticipation of a significant increase for the
                          upcoming year.

Common Area Maintenance:  Based on the expense comparables, which range from
                          $.23 to $.71 per square foot, as well as discussions
                          with local shopping center managers, Common area
                          maintenance and repair expense is estimated at $25,000
                          per year or $.38 per sq. ft..

Structural Maintenance:   Structural maintenance is estimated to be $.10 per sq.
                          ft. for a total annual amount of $6,600. The
                          comparables ranged from $.03 to $.15 per square foot.

Administrative:           This expense is estimated to be $1,500 per year or
                          $.02 per square foot.

Total operating expenses are estimated to be $123,810 per year or $1.87 per square foot.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED)                                        55

NET OPERATING INCOME

The subject's stabilized net operating income is calculated by subtracting the
Operating Expenses from the Effective Gross Income and illustrated as:

                   $521,989         Effective Gross Income
                   $123,810         Operating Expenses
                   --------
                   $398,179         Net Operating Income

OVERALL CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's stabilized net operating income is capitalized with an overall capitalization rate of 9.00%. The selected overall capitalization rate is based on several methods of capitalization rate development with consideration given to the cross collateralization of the subject property with the other fourteen shopping centers in the securitized portfolio of retail properties. The cap rate development methods, which are presented following the Income Approach Summary on the following page, includes rates extracted from comparable sales, recently published investor surveys, and three methods using mortgage and equity positions which include the Ellwood, Band of Investment, and Debt Coverage Ratio Methods.

Rates extracted from the comparable sales, ranged from 9.64% to 10.53%, with an average of 10.04%. Published rates from the Korpacz Second Quarter 1997 Investor Survey ranged from 8.25% to 13.00% with an average rate of 9.84%. The most likely rates from the three mortgage/equity methods ranged from 8.87% to 9.14%. The rates developed with mortgage/equity factors reflect current conditions and declining interest rates. The criteria used for these methods was taken from the above investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of cap rate development are 10.32%, 9.36%, and 8.72%, respectively. Based on this analysis and the above considerations, the subject's overall capitalization rate is estimated to fall between the Middle and Low range of the five methods.

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 56

ESTIMATED VALUE BY INCOME APPROACH

The subject's stabilized net operating income of $398,179 is capitalized with an overall capitalization rate of 9.00% for an estimated prospective market value "At Stabilized Occupancy" of $4,424,211, which is rounded to $4,420,000. A summary of the Income Approach to Value is presented below.

=================================================================================================================
   POTENTIAL GROSS INCOME                                                                                $531,132
   Less Vacancy and Collection Loss
    Non-Anchor Tenants 10% Rent + Exp. Cont. =                                                             $9,143
                                                                                                           ------
   EFFECTIVE GROSS INCOME                                                                               $521,9894
                                                                      % of              $ per
   Less Expenses:                                                    E.G.I.              S.F.
      Management:                                 $17,894             4.0%              $0.27
      Ad.Val.Tax                                  $39,816             7.6%              $0.60
      Insurance                                   $33,000             6.3%              $0.50
      CAM                                         $25,000             4.8%              $0.38
      St. Maint.                                   $6,600             1.3%              $0.10
      Misc. Admin.                                 $1,500             0.3%              $0.02
                                                                      ---               -----
   Total Expenses                                                    23.7%              $1.87            $123,810
                                                                                                         --------
   NET OPERATING INCOME                                                                                  $398,179
   Capitalized at                                   9.00%                                              $4,424,211
   TOTAL INDICATED VALUE - "At                                                 (Rounded)               $4,420,000
   Stabilized Occupancy"
=================================================================================================================

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 57

=======================================================================================================================
Property Capitalization
Rate Justification
=======================================================================================================================
                                                                            High              Middle               Low
                                                                            ----              ------               ---
                                                                           --------------------------------------------
   1. Market extracted rates for                                           10.53%             10.04%              9.64%
         similar local properties                                          --------------------------------------------

                                                                           --------------------------------------------
   2. Recent published cap rates                                           13.00%              9.84%              8.25%
                                                                           --------------------------------------------
          used by institutional investors - Source: Korpacz Report 2nd Quarter 1997

3. Ellwood method calculated rates
          11.55% = Eqty yield before tax                                   --------------------------------------------
% Property appreciation (income) over hold period =                        -5.00%              0.00%              5.00%
                                                                           --------------------------------------------
         75% = Mortgage percent of value
       7.75% = Mortgage interest rate
       20.0  = Mortgage term in years
       10.0  = Investment holding period
       9.85% = Rm = Mortgage constant
       14.4% = Rmp = Mortgage constant over holding period
       31.6% = P = Percent  of mortgage paid off over hold period
        5.8% = SFF = Sink fund factor
       37.2% = J factor
                                                                           --------------------------------------------
                                         Calculated cap rate =              9.36%              8.90%              8.45%
                                                                           --------------------------------------------
4. Band of Investment Method
                                     Mortgage percent to value             70.00%             75.00%             80.00%
                                             Mortgage constant             10.35%              9.85%              9.35%
                                       Equity percent to value             30.00%             25.00%             20.00%
                                        Eqty cash on cash rate              8.00%              7.00%              6.00%
                                                                           --------------------------------------------
                                           Calculated cap rate              9.65%              9.14%              8.68%
                                                                           --------------------------------------------
5. Debt Coverage Ratio Method
                                     Req'd debt coverage ratio               1.35                1.2               1.15
                                     Mortgage percent to value             70.00%             75.00%             80.00%
                                             Mortgage constant             10.35%              9.85%              9.35%
                                                                           --------------------------------------------
                                           Calculated cap rate              9.06%              8.87%              8.60%
                                                                           --------------------------------------------
                                       Average of Five Methods             10.32%              9.36%              8.72%

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

H. J. Porter & Associates, Inc.


INCOME APPROACH TO VALUE - (CONTINUED) 58


Explanatory Notes

Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to appropriate current property capitalization rates.

Item # 1 Reflects the current range in capitalization rates in the
southeast based on actual sales - this information is historical in nature although there has been a fairly consistent pattern evident in this market over the years.

Item # 2 Reflects actual cap rates used by large financial institutions in
the acquisition and financing of major real estate projects. These rates are also historical in nature, but are based on properties of a magnitude atypical in this market area. Properties that would appeal to at least a regional and perhaps a national market of potential buyers.

Item # 3 Reflects a calculated cap rate utilizing the Ellwood model based
on future expectations in income and property value growth and equity yield rates - explicit input assumptions are listed. This method is compelling when market mortgage and equity yield returns are predictable and property and income changes can be reliably predicted.

Item # 4 Analyzes required capital outlays to service both the debt (ie
mortgage payment) and the equity (cash on cash or before tax cash flow or equity dividend). The weighted average of these required returns is, by definition, equal to the capitalization rate. It should be noted that the mortgage interest rate and equity yield rate are NOT part of this calculation.

Item # 5 Provides another method often used by lenders. The debt coverage
ratio is a factor equal to the net operating income divided by the annual debt service - in other words, it is an estimate of the "cushion" or excess of net operating income over and above debt service. The calculated cap can be solved for by the following formula R(o) = R(m) X DCR X M.

The actual cap rate used by appraisers in this analysis is bracketed by this information. Further, this chart illustrates the implicit market expectations of the various investment parameters that are reflected by the specific capitalization rate used.

H. J. Porter & Associates, Inc.


SALES COMPARISON APPROACH 59

To estimate the subject property's value by the Sales Comparison Approach, a direct comparison is made with actual sales of other neighborhood shopping center properties. These sales are analyzed on the basis of price per square foot of gross leasable area (GLA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties which would most likely be marketed as a total package, no sales of similar portfolio of properties were found with which to compare. The market for retail properties is national, and purchases are made on the strength and reliability of the income stream. Similar shopping center sales were located in the Southeast United States.

Each sale is adjusted to the subject for pertinent items, including unusual financing or conditions of sale, time lapsed since sale, and physical differences such as age, condition, and construction quality and location as reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and adjustment following the presentation of the sales data.

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED) 60

Sale #1
Address/Location:            Village At Moody US Highway 411 Moody, AL
Grantor:                     FS Partnership, Ltd.
Grantee:                     Birmingham Realty
Sale Date:                   02/14/1996
Sale Price:                  $4,485,000
Cash Equiv Price:            $4,485,000
Equity:                      $1,485,000
Debt:                        $3,000,000
Terms:                       $1,485,000 cash plus assumption of $3,000,000
                             mortgage at market rates and terms.
Recorded:                    Book 261, Page 313; St. Clair County
Verified With:               Paul Spina, Grantor (205) 733-1131
Verified By:                 David Mullins, H.J. Porter & Associates
Date Verified:               04/10/1996
Rights Conveyed:             Leased Fee
Land Size:                   8.43 Acres
Access/Visibility:           Average/Average
Highest & Best Use:          Neighborhood Shopping Center
Parking:                     396     Parking Ratio: 6.51
Building Size:               60,800 SF(NRA)
Land:Bldg Ratio:             6.0
Year Built:                  1995
Condition:                   Good
Building
Description:                 In-line, one story masonry construction with brick
                             exterior on front and sides, and CCB on rear. Flat
                             built-up roof system.
Anchors:                     Winn Dixie - 44,000 SF
Anchor - Sq. Ft.:            44,000     Anchor %: 72.37
Local:                       J&E Ent., Head Start, Movie Gallery, Open Book,
                             Vulcan Rehab, Moody Cleaners, Vill. Beverage, Merle
                             Norman, Nail Shop
Local - Sq. Ft.:             16,800     Local%: 27.63
Lease                        Information: Winn Dixie - $7.00 PSF,
                             Local tenant rent range $10.50 to $11.50
                             PSF with average of $10.67 PSF. All
                             tenants pay pro-rata share of CAM, tax,
                             and insurance.


                                                 H. J. Porter & Associates, Inc.

SALES COMPARISON APPROACH - (CONTINUED)                                       61

Sale #1 (Continued)

ANALYSIS
(1/2/3) *Source                             TOTAL $ AMOUNT        $ PER SF (NRA)
                                            --------------        --------------
(A\E\F)       Potential Gross Income:         $533,922                 $8.78
(A\E\F)       Vac & Credit Loss:                $9,920                 $0.16
(A\E\F)       Effec. Gross Income:            $524,002                 $8.62
(A\E\F)       Less Expenses:                   $87,532                 $1.44
                                               -------                 -----
(A\E\F)       Net Oper. Income                $436,470                 $7.18

     ==========================================================================
*    Field 1:     S = Seller            B = Buyer                 A = Appraiser
     Field 2:     A = Actual            E = Estimated
     Field 3:     P = Prior Year        F = Year Following
     ==========================================================================

INDICATORS OF VALUE:                    Price Per SF (NRA):        $73.77
                                        PGIM:                      8.40
                                        EGIM:                      8.56
                                        R(o):                      9.73%
                                        Expense Ratio:             16.70

Remarks: At time of sale this center was less than one year old and did not have a complete year of operating history. PGI includes contract rent plus estimated expense contributions. Market vacancy estimated at 5% of local tenant rent and expense contributions. Expenses include 4% management fee, taxes at $.58 PSF, insurance at $.10 PSF, CAM at $.40 PSF, and St. Maintenance at $.05 PSF. This center is located at the northeast corner of I-20 and US Highway 411 in Moody, Alabama. This area is a rapidly growing commercial district in the Birmingham/Atlanta interstate corridor.

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED)                                       62

Sale #2
Address/Location:         Middle Beach Shopping Center Middle Beach Road and
                          Bechrich Road Bay County, Florida
Grantor:                  Sembler Family Partnership #8.
Grantee:                  Secured Properties Investors XII, L.P.
Sale Date:                9/9/1994
Sale Price:               $5,775,000
Cash Equiv Price:         $5,775,000
Terms:                    Cash to Seller
Recorded:                 O.R. Book 1523 Page 1166; Bay County
Verified By:              Lee Weaver - Pardue, Held, Church, Smith & Waller
Rights Conveyed:          Leased Fee
Land Size:                8.57 Acres
Access/Visibility:        Good/Good
Highest & Best Use:       Shopping Center
Building Size:            69,877 SF(NRA)
Land:Bldg Ratio:          5.34
Year Built:               1994
Condition:                Good
Building
Description:              One Story masonry construction neighborhood shopping
                          center. Built up flat roof.
Anchors:                  Publix
Anchor - Sq. Ft.:         56,077     Anchor %: 80.3
Local:                    Movie Gallery, Jane's Hallmark, Jan's Pizza, Far
                          Horizon's Travel, Baskin Robbins, Office Express
                          Classique Hair Styles, Herb Shop.
Local - Sq. Ft.:          13,800     Local %: 19.7
Lease Information:        All tenants pay a pro-rata share of CAM, Taxes, and
                          Insurance.


                                                 H. J. Porter & Associates, Inc.

SALES COMPARISON APPROACH - (CONTINUED)                                       63

Sale #2 (Continued)

ANALYSIS
(1/2/3) *Source                          TOTAL $ AMOUNT           $ PER SF (NRA)
                                         --------------           --------------
(A\E\F)      Potential Gross Income:       $747,600                  $10.70
(A\E\F)      Vac & Credit Loss:             $16,754                   $0.24
                                            -------                   -----
(A\E\F)      Effec. Gross Income:          $730,846                  $10.46
(A\E\F)      Less Expenses:                $148,846                   $2.13
                                           --------                   -----
(A\E\F)      Net Oper. Income              $582,000                   $8.33

     =====================================================================
*    Field 1:      S = Seller         B = Buyer              A = Appraiser
     Field 2:      A = Actual         E = Estimated
     Field 3:      P = Prior Year     F = Year Following
     =====================================================================

INDICATORS OF VALUE:                  Price Per SF (NRA):      $82.65
                                      PGIM:                    7.73
                                      EGIM:                    7.90
                                      R(o):                    10.08%
                                      Expense Ratio:           20.4%

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED)                                       64

Sale #3
Address/Location:             North Hixson Marketplace
                              Hixson Pike and Camp Columbus Road
                              Chattanooga, TN
Grantor:                      North Hixson, L.L.C.
Grantee:                      Amberjack Ltd.
Sale Date:                    03/04/1996
Sale Price:                   $4,760,000
Cash Equiv Price:             $4,760,000
Terms:                        Cash to seller
Recorded:                     Hamilton County
Verified With:                Dick Schmalz, with Grantor (205) 871-2617
Verified By:                  David Mullins, H.J. Porter & Associates
Date Verified:                03/15/1996
Rights Conveyed:              Leased Fee
Land Size:                    9.24 Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      405     PARKING RATIO: 5.88
Building Size:                63,270 SF(NRA)
Land: Bldg Ratio:             6.4
Year Built:                   1995
Condition:                    Good
Building

Description:                  One story neighborhood shopping center with split
                              face block exterior walks and synthetic stucco on
                              steel stud canopy.

Anchors:                      Winn Dixie (49,600 sf GBA & 44,000 sf NRA); Big B
                              Drugs 8,470 sf
Anchor - Sq. Ft.:             52,470     Anchor %: 82.93
Local:                        Movie Gallery, Sally's Beauty and other local
                              tenants
Local - Sq. Ft.:              10,800     Local %: 17.07
Lease Information:            Anchor and Local: CAM, Taxes and Insurance


                                                 H. J. Porter & Associates, Inc.


SALES COMPARISON APPROACH - (CONTINUED) 65

Sale #3 (Continued)

ANALYSIS
(1/2/3) *Source                              TOTAL $ AMOUNT       $ PER SF (NRA)
                                             --------------       --------------
(S\A\F)         Potential Gross Income:        $623,083                $9.85
(A\E\F)         Vac & Credit Loss:              $13,057                $0.21
                                                -------                -----
(A\E\F)         Effec. Gross Income:           $610,026                $9.64
(A\E\F)         Less Expenses:                 $124,533                $1.97
                                               --------                -----
(A\E\F)         Net Oper. Income               $485,493                $7.67

     ======================================================================
*    Field 1:        S = Seller           B = Buyer           A = Appraiser
     Field 2:        A = Actual           E = Estimated
     Field 3:        P = Prior Year       F = Year Following
     ======================================================================

INDICATORS OF VALUE:            Price Per SF (NRA):             $75.23
                                PGIM:                           7.64
                                EGIM:                           7.80
                                R(o):                           10.2%
                                Expense Ratio:                  20.41%

Remarks: At time of sale, there were two vacant local shops containing 2,400 sq.ft. Expense contribution included in PGI and local vacancy. Vacancy based on 10% of local shop income plus expense contributions. Expenses based on 4% management, excluding expense contributions, $1.59 for taxes, CAM and insurance plus $.05 for structural reserves. The estimated expenses were consistent with Grantor's proforma. Average local shop space rent for leased space was $10.45/sf.

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED)                                       66

Sale #4
Address/Location:          Hillcrest Marketplace
                           Hillcrest Road @ Grelot Road
                           Mobile, Alabama
Grantor:                   Hillcrest Marketplace, Ltd.
Grantee:                   Confidential
Proposed Sale Date:        9/15/97
Sale Price:                $6,490,000
Cash Equiv Price:          $6,490,000
Terms:                     Cash to seller
Recorded:                  Sale Pending
Verified With:             Scott Holcombe, Arlington Properties -Developer
                           (205) 328-9600
Verified By:               Harris Hollans, H.J. Porter & Associates
Date Verified:             04/02/1997
Rights Conveyed:           Leased Fee Interest
Land Size:                 12.49 Acres
Access/Visibility:         Good/Good
Highest & Best Use:        Neighborhood Shopping Center
Parking:                   359     Parking Ratio: 4.63
Building Size:             76,365 SF(NRA)
Land:Bldg Ratio:           7.1
Year Built:                1997
Condition:                 New
Building
Description:               Red brick veneer front over concrete block wall.
                           Reinforced concrete slab. Single ply membrane roof.
                           Raised seam metal and canvas awning.
Anchors:                   Winn Dixie (51,282 sq.ft.), Revco (9,240 sq.ft.)
Anchor - Sq. Ft.:          60,522     Anchor %: 79.25
Local:                     Various regional, national, & local
Local - Sq. Ft.:           15,843     Local %: 20.75
Lease Information:         Winn Dixie rent was $8.00 per sq.ft. Revco rent was
                           $8.00 per sq.ft. Local rents were pro-forma $11.50,
                           actual was $12.50 per sq.ft. Anchor expense
                           contributions were estimated at $.99 per sq.ft. with
                           local tenants at $1.38 per sq.ft.


                                                 H. J. Porter & Associates, Inc.


SALES COMPARISON APPROACH - (CONTINUED) 67

Sale #4 (Continued)

ANALYSIS
(1/2/3) *Source                            TOTAL $ AMOUNT         $ PER SF (NRA)
                                           --------------         --------------
(A\E\F)          Potential Gross Income:      $756,072                 $9.90
(A\E\F)          Vac & Credit Loss:            $17,613                 $0.23
                                               -------                 -----
(A\E\F)          Effec. Gross Income:         $738,459                 $9.67
(A\E\F)          Less Expenses:               $112,823                 $1.48
                                              --------                 -----
(S\E\F)          Net Oper. Income             $625,636                 $8.19

     ======================================================================
*    Field 1:      S = Seller           B = Buyer             A = Appraiser
     Field 2:      A = Actual           E = Estimated
     Field 3:      P = Prior Year       F = Year Following
     ======================================================================

INDICATORS OF VALUE:       Price Per SF (NRA):               $84.99
                           PGIM:                             8.58
                           EGIM:                             8.79
                           R(o):                             9.6400%
                           Expense Ratio:                    15.28%

Remarks: The total Gross Building Area of the shopping center was 77,557 sq.
ft. Local tenant space was projected to be 100% leased prior to completion. The sale of the property was also negotiated prior to completion. Estimated completion date was July 1997. There were five out-parcel lots at the center which were not included in the transaction. Significant site work was necessary for development. Estimated site work totaled $85,000 per acre. Out-parcels were marketed to Wendy's, New York Bagel, and Boston Market.

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]
[PHOTOGRAPH]


SALES COMPARISON APPROACH - (CONTINUED)                                       68

Sale #5
Address/Location:         Ensley Square Shopping Center Northeast Corner of
                          Nine Mile Road and Palofax Highway Pensacola,
                          Florida
Grantor:                  Noro - Ensley Square Holdings BV
Grantee:                  Branch / HOP Associates, L.P.
Sale Date:                11/15/1995
Sale Price:               $3,450,000
Cash Equiv Price:         $3,450,000
Terms:                    Cash Buyer assumed loan of $1,518,700 at a reported
                          market level rate. No known affect on sale price.
Recorded:                 O.R. Book 3872 Page 477; Escambia County
Verified By:              Terry Hoffman, MAI - Hoffman & Associates
Rights Conveyed:          Leased Fee
Land Size:                6.41 Acres
Access/Visibility:        Good/Good
Highest & Best Use:       Shopping Center
Building Size:            60,630 SF(NRA)
Land:Bldg Ratio:          4.61
Year Built:               1976
Condition:                Average
Building
Description:              One story masonry and wood exterior neighborhood
                          shopping center. Built up flat roof
Anchors:                  Delchamps
Anchor - Sq. Ft.:         381,427     Anchor %: 63.4
Local:                    Radio Shack, GTE Mobile Net, Vick's Cleaners, Isey's
                          Pet Center, Ann's Hallmark, Northwest Financial,
                          Delchamp's Liquor, etc.
Local - Sq. Ft.:          22,203     Local %: 36.6
Lease Information:        Tenants pay a pro-rata share of CAM, Taxes, and
                          Insurance.


                                                 H. J. Porter & Associates, Inc.


SALES COMPARISON APPROACH - (CONTINUED) 69

Sale #5 (Continued)

ANALYSIS
(1/2/3) *Source                         TOTAL $ AMOUNT          $ PER SF (NRA)
                                        --------------          --------------
(A\E\F)       Effec. Gross Income:         $454,218                $7.49
(A\E\F)       Expenses:                     $90,843                $1.50
(A\E\F)       Net Oper. Income             $363,375                $5.99

     =======================================================================
*    Field 1:       S = Seller           B = Buyer             A = Appraiser
     Field 2:       A = Actual           E = Estimated
     Field 3:       P = Prior Year       F = Year Following
     =======================================================================

INDICATORS OF VALUE:           Price Per SF (NRA):              $56.90
                               PGIM:                            N/A
                               EGIM:                            7.60
                               R(o):                            10.53.%
                               Expense Ratio:                   20%

Remarks: Verification of effective gross income was through the purchaser's agent. Net income was estimated based on discussions with the agent.

H. J. Porter & Associates, Inc.


[GRAPHICS OMITTED]

IMPROVED SALES MAP


SALES COMPARISON APPROACH - (CONTINUED) 70

The sales detailed above are compared and adjusted to the subject for pertinent items of difference as:

====================================================================================================================================
                                              SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
====================================================================================================================================
Comp. Number                       Subject                #1                #2                #3                 #4             #5
Center Name                                           Vill @      Middle Beach      North Hixson   Hillcrest Ensley         Square
                                                       Moody
Grantor                                          FS Partners           Sembler       North Hixon          Hill. Ltd.          Noro
Grantee                                         Birm. Realty           Secured         Amberjack.              Conf.        Branch
                                                                                      Ltd
Cash Eq.Sale Price                                $4,485,000        $5,775,000        $4,760,000         $6,490,000     $3,450,000
Date of Sale                       2/08/98           2/14/96            9/9/94            3/4/96             7/1/97       11/15/95
Gross Leasable Area                 66,048            60,800            69,877            63,270             76,365         60,630
Sale Price/Sq.Ft                                      $73.77            $82.65            $75.23             $84.99         $56.90
NOI                                $398,17          $436,470          $582,000          $485,493           $625,636       $363,375
NOI per Sq. Ft                       $6.03             $7.18             $8.33             $7.67              $8.19          $5.99
EGIM                                                    8.56              7.90              7.80               8.79           7.60
------------------------------------------------------------------------------------------------------------------------------------
ADJUSTMENTS                                               #1                #2                #3                 #4             #5
Conditions of Sale                                    Normal            Normal            Normal             Normal         Normal

                                                       $0.00             $0.00             $0.00              $0.00          $0.00
Market Conditions/Time @                                                                                       0.0%           0.0%
5% Per Year                                             9.9%             17.1%              9.7%               3.0%          11.2%
====================================================================================================================================
Preliminary                                           $81.07            $96.78            $82.53             $87.54         $63.28
====================================================================================================================================
Adj.Price/Sq.Ft
PHYSICAL DIFFERENCES                                      #1                #2                #3                 #4             #5
NOI Adjustment                                        -16.0%            -27.6%            -21.4%             -26.4%          0.6%
Overall Adjustment                                  ($12.97)          ($26.71)          ($17.66)           ($23.11)         $0.38
====================================================================================================================================
Final Adjusted Price/Sq.Ft. of Bldg                   $68.10            $70.07            $64.87             $64.43         $63.66
====================================================================================================================================

H. J. Porter & Associates, Inc.


SALES COMPARISON APPROACH - (CONTINUED) 71

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:      No adjustment indicated.

TIME:                   Considers an increase of 5% per year based on analysis
                        of the overall capitalization rates of the comparable
                        sales and range of rates from the five methods
                        considered in the Income Approach.

NET OPERATING INCOME:   The comparable sales were adjusted to the subject based
                        on the difference in net operating income. The physical
                        and economic characteristics such as condition, age,
                        vacancy, size, and location are reflected in a
                        property's net operating income. As indicated in the
                        following table, there is a direct relationship between
                        the sale price per square foot and net operating income
                        per square foot.

                    =======================
                    SP/SF            NOI/SF
                    -----------------------
                    $73.77            $7.18
                    $82.65            $8.33
                    $75.23            $7.67
                    $84.99            $8.19
                    $56.90            $5.99
                    =======================

The adjustment for NOI is based on the following formula: the comparable sales NOI per square foot is subtracted from the subject's estimated NOI per square foot and the difference is divided by the comparable's NOI per square foot.

The comparable sales present an adjusted range of value from $63.66 to $70.07 per square foot. Based on this analysis with consideration given to the subject's cross collateralization, the subject's value is estimated at $65.00 per square foot.

Based on these adjusted sales, the subject property is valued by direct comparison as:

66,048 Sq.Ft. GLA @ $65.00    =                $4,293,120
                              Rounded          $4,290,000


                                                 H. J. Porter & Associates, Inc.


SALES COMPARISON APPROACH - (CONTINUED) 72

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are highlighted as:

SALE #        EGIM
------        ----
  1           8.56
  2           7.90
  3           7.80
  4           8.79
  5           7.60

The Effective Gross Income Multipliers of the five comparable sales range from 7.6 to 8.79. Based on these sales, with consideration given to declining interest rates, the subject's EGIM is estimated at the high end of the range. The subject is valued by EGIM as:

$521,989 (times) 8.70 = $4,541,304 Rounded $4,540,000

Due to discrepancies between the sales and the subject property with regard to expense collections, expense ratios and reimbursement income, the price per square foot technique is considered the most reliable in this instance. Considering this factor, the concluded prospective market value estimate "At Stabilized Occupancy" by the Sales Comparison Approach is $4,300,000.

H. J. Porter & Associates, Inc.


73

RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach ....................................................... $3,950,000

This approach is felt to be reliable, being based on a respected national cost service's figures as well as actual cost of other centers. The land value is based on recent commercial land sales from the subject's market area and is felt to be well supported. Overall, this approach is given less consideration than the Income Approach and Sales Comparison Approaches.

Income Approach ..................................................... $4,420,000

This approach is felt to be most indicative of the subject's value. It best reflects current and projected market conditions as they relate to the subject and mirrors the actions of investors in today's market. Overall, this approach is afforded greatest consideration.

Sales Comparison Approach ........................................... $4,300,000

This approach is based on recent sale of other neighborhood shopping centers and is reliant upon the direct sales comparison on a price per square foot basis, and supported by the indicated value based on effective income multiplier. This approach is afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the subject's leased fee interest, has a prospective market value "At Stabilized Occupancy", as of February 8, 1998, of:

FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS
($4,400,000)

Divided As:                 Improvements                $3,733,000
                            Land                        $  667,000
                                                        ----------
                            Total                       $4,400,000


                                              H. J. Porter & Associates, Inc.


74

VALUATION - "AT COMPLETION"

The prospective market value "At Completion" is calculated by subtracting the estimated value loss due to lease-up from the estimated value "At Stabilized Occupancy". The subject property will reach stabilized occupancy when 90% of the non-anchor tenant shop space is leased. The subject shop space is currently 37% leased. Considering the overall strength of the market and pre-leasing activity that is occurring on the vacant space, we estimate a six month lease-up period before the property reaches stabilized occupancy. Based on the developer's estimates, the addition and renovation will be complete within 80 days from the date of inspection, or on October 28, 1997. Considering this factor, as well as the 1,650 square foot vacant space that is presently being marketed for immediate occupancy, it is estimated that half of the vacant space needed to reach stabilized occupancy (2,471 square feet) will be leased within three months of the date of inspection and the remaining space (2,471 square feet) needed to be leased to reach stabilized occupancy will be leased in the sixth month. Based on these estimates, the average vacancy rate of the shop space during the first year, or during the lease-up period, will be 26%.

The value loss to lease-up is estimated by comparing the net operating income "At Stabilized Occupancy" with the estimated net operating income considering the six month lease-up period. The value loss due to lease-up for the subject property is presented on the following table.

H. J. Porter & Associates, Inc.


VALUE AT COMPLETION - (CONTINUED) 75

===============================================================================================================
                                           VALUE LOSS DUE TO RENT LOSS
===============================================================================================================
POTENTIAL GROSS INCOME                                           Income/Expenses                Income/Expenses
                                                         At Stabilized Occupancy                          As Is
                                                         ----------------------
Anchor Tenants
  Winn Dixie                                                            $322,978                       $322,978
  Eckerds                                                                $54,432                        $54,432
                                                                         -------                        -------
Subtotal                                                                $377,410                       $377,410
Non-Anchor Tenants
 Helen Harris - H & P Laundry                                             $8,400                         $8,400
 Vacant                                                                  $12,740                        $12,740
 Vacant                                                                  $12,600                        $12,600
 Vacant                                                                  $12,600                        $12,600
 Express Coin Laundry                                                    $14,040                        $14,040
 Vacant                                                                  $17,325                         17,325
                                                                         -------                         ------
Subtotal                                                                 $77,705                        $77,705
Total Rental Income                                                     $455,115                       $455,115
Expense Contributions
 Eckerds
  Taxes                                                                   $4,299                         $4,299
  CAM                                                                     $3,935                         $3,935
Winn Dixie
  Taxes                                                                  $19,269                        $19,269
  Insurance                                                              $17,153                        $17,153
CAM                                                                      $17,640                        $17,640
Non-Anchor Tenants
  CAM Admin., St. Res., Mgt                                                   $0                             $0
  CAM, Tax, Ins                                                          $13,720                        $13,720
Total Expense Contributions                                              $76,016                        $76,016
POTENTIAL GROSS INCOME                                                  $531,131                       $531,131
Less Vacancy and Collection Loss
Non-Anchor Rent + Exp. Contributions @ 10%                                $9,143       26.00%           $23,771
                                                                          ------                        -------
EFFECTIVE GROSS INCOME                                                  $521,989                       $507,361
Less Expenses:
Management:                                      4.0%                    $17,894                        $17,396
Ad. Val. Tax                                                             $39,816                        $39,816
Insurance                                                                $33,000                        $33,000
CAM                                                                      $25,000                        $25,000
St. Maint                                                                 $6,600                         $6,600
Misc. Admin                                                               $1,500                         $1,500
                                                                          ------                         ------
Total Expenses                                                          $123,810                       $123,312
NET OPERATING INCOME                                                    $398,179                       $384,048
Value Loss Due to Rent Loss:                                                      $14,131
                                                       Rounded                    $15,000
===============================================================================================================

H. J. Porter & Associates, Inc.


VALUE AT COMPLETION - (CONTINUED) 76

Based on the above analysis, it is concluded that the subject has a prospective market value estimate "At Completion" as of October 28, 1997, of:

PROSPECTIVE MARKET VALUE ESTIMATE
"AT STABILIZED OCCUPANCY":                                     $4,400,000

LESS: VALUE LOSS ASSOCIATED WITH RENT LOSS:                    $   15,000
                                                               ----------
PROSPECTIVE MARKET VALUE
"AT COMPLETION":                                               $4,385,000


                                                 H. J. Porter & Associates, Inc.


77

VALUATION - "AS IS"

The market value "As Is" is calculated by subtracting the owner's cost estimate for the proposed renovation and addition of $75,000 and an estimated developer's profit from the prospective market value estimate "At Completion". No detailed plans and specifications for the proposed renovation and addition were provided to the appraisers. However, based on the description of the scope of the work to be performed provided by representatives of the owner, the above stated cost estimate appears reasonable. A developer's profit of 15% is included, which equates to $11,250. Thus, the overall estimated costs for completion of the proposed property renovation and addition are $86,250, or $85,000, rounded. Based on the above analysis, it is concluded that the subject has an "As Is" market value estimate as of August 9, 1997, of:

CONCLUDED PROSPECTIVE MARKET VALUE
"AT COMPLETION":                                            $4,385,000

LESS: COST ESTIMATED COSTS TO COMPLETE
(INCLUDING DEVELOPER'S PROFIT)                                 $85,000
                                                               -------

CONCLUDED "AS IS" MARKET VALUE                              $4,300,000
ESTIMATE:


                                                 H. J. Porter & Associates, Inc.


78

CERTIFICATION

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

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

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

3. Neither party signing this report has a present or prospective interest in the property that is the subject of this report, nor do they have any personal interest or bias with respect to the parties involved.

4. Our compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. Our compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of stipulated result, or the occurrence of a subsequent event.

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

6. The use of this report is subject to the requirements of the Appraisal Institute and the applicable State Real Estate Appraisers Board relating to review by its duly authorized representatives.

7. This assignment was made subject to regulations of the applicable State Real Estate Appraisers Board. The undersigned state certified appraiser has met the requirements of the board that allow this report to be regarded as a 'certified appraisal'.

8. Howard J. Porter, Jr., MAI, CCIM, is currently certified under the continuing education program of the Appraisal Institute.

9. Howard J. Porter, Jr., MAI, CCIM, has not made a personal inspection of the property that is the subject of this report.

H. J. Porter & Associates, Inc.


79
CERTIFICATION - (CONTINUED)

10. Matthew S. Rice, Associate, has made a personal inspection of the property that is the subject of this report.

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

12. This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan.

13. Based upon the foregoing investigations and analysis, it is our opinion that the subject property has values of the leased fee interest, as of the following dates, of:

Prospective Market Value Estimate
"At Stabilized Occupancy"

(As of February 8, 1998)

FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS
($4,400,000)

Prospective Market Value Estimate
"At Completion"

(As of October 28, 1997)

FOUR MILLION THREE HUNDRED EIGHTY FIVE THOUSAND DOLLARS
($4,385,000)

H. J. Porter & Associates, Inc.


CERTIFICATION - (CONTINUED)

"As Is" Market Value Estimate

(As Of August 9, 1997)

FOUR MILLION THREE HUNDRED THOUSAND DOLLARS
($4,300,000)

/s/ Howard J. Porter, Jr.                              11/13/97
-----------------------------------------              --------
Howard J. Porter, Jr., MAI, CCIM                       Date
Certified General Real Property Appraiser
Alabama Certificate #G51


/s/ Matthew S. Rice                                    11/13/97
-----------------------------------------              --------
Matthew S. Rice, Associate                             Date
Certified General Real Property Appraiser
State of Florida Temporary Practice Permit #0001154

H. J. Porter & Associates, Inc.


EXHIBITS

     Location Map ..............................................   Facing Page 4
     Area Map ..................................................  Facing Page 10
     Subject Photographs .......................................  Facing Page 14
     Site Plan .................................................  Facing Page 17
     Land Sales Map ............................................  Facing Page 30
     Rental Comparable Map .....................................  Facing Page 38
     Improved Sales Map ........................................  Facing Page 70

REAR EXHIBITS
     Lease Synopsis
     Korpacz Real Estate Investor Survey
     Engagement Letter
     Assumptions and Limiting Conditions
     Qualifications
     Certifications


                                                 H. J. Porter & Associates, Inc.


LEASE SYNOPSIS

Tenant:                         Winn-Dixie Montgomery, Inc.
Area:                           46,422 Sq. Ft.
Term:                           20 years (Extension)

Lease Expiration:               10/31/14 (According to rent roll)

Renewal Options:                5 options for 5 years each at same rentand terms

Minimum Rental:                 $322,978/Year, or $6.96/sf

Percentage Rent:                1% over natural breakpoint

Expenses:
C.A.M.                          Pro-rata share
Tax                             Pro-rata share over base year stop of $12,400
Insurance                       Pro-rata share over base year stop of $8,595
Structural Res.                 None
Management Fee                  None

Repairs by Landlord:            Common areas, exterior of tenant's store
                                building, roof, gutter, downspouts, exterior
                                plumbing, masonry walls, foundation and
                                structural members, automatic sprinkler system,
                                and floor surfacing of the store building.

Repairs by Tenant:              Interior of premises in good repair, HVAC,
                                building plate glass, interior exposed
                                electrical wiring from but not including the
                                breaker panel, and interior exposed plumbing.

Subletting:                     Yes, as long as Winn Dixie remains liable for
                                payment and due performance of the lease
                                agreement.

Parking:                        Amended in new lease to a minimum of 331
                                parking spaces as shown on a site plan
                                identified as Exhibit A-1 of the lease.

Subordination:                  Yes


                                                 H. J. Porter & Associates, Inc.


LEASE SYNOPSIS

Tenant:                         Eckerd Drugs
Area:                           10,356 Sq. Ft.
Term:                           20 years

Lease Expiration:               07/23/03 (according to rent roll)

Renewal Options:                Four, five year renewal options

Minimum Rental:                 $54,432 annually, or $5.26

Percentage Rent:                2% over natural breakpoint ($2,721,600) -
                                according to rent roll

Expense Contributions:
         C.A.M.                 Pro-rata share
         Tax                    Pro-rata share over base year amount ($12,400)-
                                according to rent roll
         Insurance              None
         Structural Res.        None
         Management Fee         None

Utilities Paid By:              Tenant

Repairs by Landlord:            Exterior of building, the roof, and structural
                                members of the building of which the leased
                                premises forms a part, and any water, gas, or
                                electrical lines or conduits permanently
                                embedded in the walls or floor.

Repairs by Tenant:              Responsible for keeping interior of premises
                                and appurtenances in good order and repair,
                                including responsibility for plate glass.

Parking:                        Original lease states not less than 319 parking
                                spaces or in any event, not less than 5.5
                                parking spaces per 1,000 square feet of gross
                                leasable area. Reportedly, the above parking
                                requirement stated in the lease has been
                                amended.

Subletting:                     Allowed

Subordination:                  Yes

Remarks:                        Tenant responsible for maintaining general
                                liability insurance not less than $500,000 for
                                injuries to persons in one accident and not less
                                than $200,000 for injury to any one person and
                                $50,000 for damage to property.


                                                 H. J. Porter & Associates, Inc.


LEASE SYNOPSIS

Tenant:                         Helen Harris (Laundry)
Area:                           2,050 Sq. Ft.
Term:                           3 Years

Lease Expiration:               3/31/99 (According to Rent Roll)

Renewal Options:                One Five year renewal option at a rate to be
                                negotiated at time of renewal

Minimum Rent:                   $8,400 annually - $4.10/Sq. Ft.

Percentage Rent:                None
Expense Contributions:
         C.A.M.P                Pro-rata share
         Tax                    Pro-rata share
         Insurance:             Pro-rate share
         Structural Res.        None
         Management Fee         None

Repairs by Landlord:            Roof and other structural portions of the
                                building.

Repairs by Tenant:              Except above mentioned repairs, tenant is
                                responsible for keeping premises and every part
                                thereof and any trade fixtures, facilities or
                                equipment contained therein in good working
                                order.

Parking:                        Not less than 3 per 1,000 square feet of
                                building area

Subletting:                     Requires written permission from landlord

Subordination:                  Yes

Remarks:                        This space is located in the rear of the
                                building with no direct street exposure. The
                                tenant finish is minimal.


                                                 H. J. Porter & Associates, Inc.


LEASE SYNOPSIS

Tenant:                         Express Coin Laundry
Area:                           1,350
Term:                           Month to Month (According to Rent roll)

Renewal Options:                One Five year renewal option at a rate to be
                                negotiated at time of renewal

Minimum Rent:                   $10.40/Sq. Ft. (According to Rent Roll)

Percentage Rent:                None
Expense Contributions:
C.A.M.                          Pro-rata share
Tax                             Pro-rata share
Insurance:                      Pro-rate share
Structural Res.                 None
Cam Administration Fee:         15% of CAM and Insurance charges

Repairs by Landlord:            Exterior walls, roof, foundations, load bearing
                                items, plumbing, pipes and conduits located
                                outside leased premises.

Repairs by Tenant:              HVAC, plumbing, heating and electrical
                                installations, ceilings, interior walls, floor
                                covering, and replacement of all broken or
                                damaged glass, etc.

Parking:                        None

Subletting:                     Requires written permission from landlord

Subordination:                  Yes


                                                 H. J. Porter & Associates, Inc.


Korpacz

NATIONAL STRIP SHOPPING CENTER MARKET

The trend toward investors focusing on retail acquisitions continues this quarter. They believe that since the prices of other property types have been bid up, retail offers better relative values. "We're seeing the beginning of a run up in retail again," says one participant. The major interest tends to be on neighborhood and community centers.

The optimum size of the ideal strip shopping center is 100,000 square feet to 130,000 square feet, but investors will also consider larger properties, especially if there is the potential to put in other anchor stores, such as Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are smaller than 100,000 square feet. some portfolios may have centers as small as 70,000 square feet and as large as 200,000 square feet. "But there you have to take good with bad," comments a participant. The supply of available strip centers is plentiful, but it is hard to find those of optimum size that are anchored by a market-dominant grocery store.

The importance of the grocery anchor is based on its capability to generate traffic in the center, which greatly enhances the landlord's ability to lease the in-line stores. The traffic increases in-line store sales volume, which mitigates the risk of ownership and provides the investor with the requisite yield from such a center.

The size of the grocery anchor is also significant in its competitive position. Although the optimum size varies by market, in major metropolitan areas between 50,000 square feet and 75,000 square feet is ideal. In smaller markets a 40,000-square-foot store can be successful. However, the older 25,000-square-foot stores are considered functionally obsolete.

Over the next 12 months, prices in the national strip shopping center market are expected to remain stable or drop slightly. Survey participants put the average decrease at 1.78%.

Key indicators in the national strip shopping center market support the expectation of stagnant values for the year. Again this quarter, the changes in indicators are small. The average discount rate (IRR) increased 2 basis points (see Table 7). This follows a 10-basis-point decrease last quarter.

The average overall cap rate (OAR) decreased 1 basis point to 9.84%. Highly desirable centers trade at cap rates between 8.00% and 10.00%, but most close at cap rates between 10.00% and 11.00%.

Strip shopping centers have long been perceived to pose higher investment risk than regional malls, and both IRRs and going-in cap rates have reflected a premium for the higher risk. In fourth quarter 1996, however, for the first time since we began tracking the national strip shopping center market in fourth quarter 1991, the average IRR fell below the national regional mall market average IRR. This quarter the rates are 11.55% and 11.75% respectively.

The strip shopping center OAR is still considerably higher than the regional mall rate. The spread between the two had narrowed during 1996. However, last quarter's 7-basis-point increase in the strip shopping center OAR widened the gap again. The current OAR premium is 127 basis points. It was 173 one year ago. By comparison, the national power center OAR is 9.58%. 26 basis points lower than the strip shopping center rate.

Investors would like to acquire portfolios of neighborhood and community shopping centers that are located in one region, thus presenting the opportunity for management and leasing efficiencies. These are difficult to find, however, and are priced at a premium. |_|

TABLE 7
NATIONAL STRIP SHOPPING CENTER MARKET
SECOND QUARTER 1997

KEY INDICATORS                CURRENT QUARTER      LAST QUARTER      YEAR AGO
==========================  ==================== ================= =============
Discount Rate (RR)(a)
=========================== ==================== ================= =============
RANGE                          10.00%-14.00%       10.00%-14.00%   10.00%-14.00%
AVERAGE                           11.55%              11.53%          11.74%
CHANGE (Basis Points)               --                  +2             -19

==========================  ==================== ================= =============
Overall Cap Rate (OAR)(a)
==========================  ==================== ================= =============
RANGE                          8.25%-13.00%        8.25%-13.00%    8.25%-13.00%
AVERAGE                           9.84%               9.85%           9.90%
CHANGE (Basis Points)               --                  -1             -6

==========================  ==================== ================= =============
Market Rent Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-6.00%         0.00%-6.00%     0.00%-6.00%
AVERAGE                           2.83%               2.73%           2.60%
CHANGE (Basis Points)               --                 +10             +23

==========================  ==================== ================= =============
Expense Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-5.00%         0.00%-5.00%     2.00%-5.00%
AVERAGE                           3.58%               3.67%           3.99%
CHANGE (Basis Points)               --                  -9             -41

==========================  ==================== ================= =============
Residual Cap Rate
==========================  ==================== ================= =============
RANGE                          8.25%-12.00%        8.25%-12.00%    8.25%-13.50%
AVERAGE                           9.92%               9.92%           10.13%
CHANGE (Basis Points)               --                  0              -21

a. Rate on unleveraged, all-cash transactions
b. Initial rate of change


[H.J.Porter Associates - LETTER HEAD] July 31, 1997

Mr. Anthony Rokovich
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

Re: Agreement for Appraisal Services

Dear Mr. Rokovich:

Please allow this to serve as our proposal and agreement for appraised services on the properties described below.

PROPERTY TO BE APPRAISED

The real estate to be appraised is briefly described as:

59 West Shopping Center                        29 North, Shopping Center
700 Academy Drive                              1550 South U.S. Highway 29
Bessemer, AL                                   Cantonment, FL

Clanton Marketplus                             Nine Mile Plaza Shopping Center
Highway 31 & Ollie Avenue                      312 East Nine Mile Road
Clanton, AL                                    Pensacola, FL

Betts Crossing Shopping Center                 Parker Shopping Center
1441 Fox Run Parkway                           208 South Tyndal Parkway
Opelika, AL                                    Parker, FL

Opp Marketplace                                The "T" Shopping Center
507 E. Cummings Road                           17184 Front Beach Road
Opp, AL                                        Panama City Beach, FL

Greenbrier Station Shopping Center             Mandeville Marketplace
1408 Golden Springs Road                       619 N. Causeway Blvd.
Anniston, AL                                   Mandeville, LA

Russell; Crossing Shopping Center
U.S. Highway 280 and Stadium Drive
Phenix City, AL

123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o (334)826-8682 o Fax (334)826-3827 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o Fax (205)879-3762 418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

Real Estate Research, Appraisal & Counseling


Mr. Rokovich
July 31, 1997

page 2

Purpose Of The Appraisal

These appraisal will be made to determine the market value of the leased fee interest of the subject real estate. The term "market value" is as defined in the Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Standards Board of the Appraisal Foundation.

Function Of The Appraisal

It is understood that these appraisals have been requested to function as an underwriting guide for mortgage loan purpose and for use in the securitization of the mortgage. Accordingly, these appraisals may be provided by Merril Lynch to potential investors in a securitization or other sale of the mortgage loan(s).

Scope Of The Appraisal

The scope of this assignment shall include, but not be limited to:

1) Personal contact with the owner or his representative to arrange an on-site inspection.
2) On-site inspection of the site and improvements.
3) Review of public records pertaining to the subject.
4) Research into public records and interviews with Realtors(r), management agent, owners, developers, and other appraisers as deemed pertinent, to locate comparable data.
5) Analysis of comparable data and completion of the Cost, Market, and Income Approaches to value as may be deemed applicable.

Report and Delivery

The appraisals will be complete analyses communicated in self-contained narrative reports with all supporting information and exhibits included.

The appraisals will be made in conformance with the Standards of Professional Practice and Code of Ethics of the Appraisal Institute. As such, the reports shall be subject to their review. The appraisals shall also conform to the Uniform Standards of Professional Appraisal Practice as set by the Appraisals Standards Board of the Appraisal Foundation.

The date of appraisals shall be made effective as of the dates of inspection. The reports will be addressed to Mr. Anthony Rokovich, Merrill Lynch. Additionally, the properties will be valued as of the estimated dates of completion of improvements and as of the estimated date of stabilized occupancy, as may be applicable.

Three (3) Copies of the completed reports will be delivered within four weeks of receipt of your authorization to proceed and the required information noted below.

Fee

Our fee for this assignment shall be Forty Six Thousand Dollars ($46,000) due and payable on delivery of the completed report. Any amount past due over sixty
(60) days shall be subject to a late charge of 1-1/2% per month.

H. J. Porter & Associates, Inc.


Mr. Rokovich
July 31, 1997

page 3

The fee charged is for the appraisal reports requested. Should revisions be requested due to a change in basic requirements by the client, an additional fee will be charged. Consultations and, if requested in advance, court testimony, stand by, depositions or pre-trial conferences will be charged at a per diem rate of One Thousand Dollars ($1,000.00). Should additional copies of the report be required, they will be made available on reasonable notice at a charge of One Hundred Dollars ($100.00) per copy.

Client Relationship

It is understood that Merrill Lynch is considered to be the Client of H. J. Porter & Associates. Accordingly, it shall be responsible for payment of all fees due hereunder. Unless authorized in writing, the personnel of H. J. Porter & Associates are not authorized to, nor will they divulge or discuss any of the findings or conclusions of the appraisal with anyone other than the client.

Information Required

In order to undertake this assignment we will need the following items for each property to begin work. It is my understanding that the borrower, Newton, Oldacre, McDonald will provide this information.

o Legal name and address of owner.
o Copy of all current leases on the subject property.
o Transaction data on any sales of the subject (or a portion thereof) during the past five (5) years.
o Ad Valorem tax information.
o Insurance information including limits of coverage, carrier, annual premium, and agent.
o Current year to date and prior three years income and expense history.
o Survey and legal description of property to be appraised.
o Plot plan.
o Results of any environmental site assessments or testing for hazardous materials.

Upon receipt of the information noted above and an executed copy of the agreement, we will begin work on this assignment. This proposal shall remain open for a period of one week from the above date. If not executed by that date the delivery time and fee quoted are subject to change.

Your choice of us for this assignment is appreciated.

Yours very truly,

By: /s/ David P. Mullins
David P. Mullins, MAI
H. J. Porter & Associates

The above terms and conditions are acceptable and you are authorized to proceed as of this ______ day of _______, 1997. It is understood that the fee agreed upon is due and payable on delivery of the report and by executing this agreement agree to responsibility for this fee.

Client:

By: /s/ Lawrence [ILLEGIBLE]
------------------------------
Its: Director

H. J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS

1. COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

Possession of this report or any copy thereof does not carry with the right of publication, nor may it be used for other than its intended use. The report may not be used for any purpose by any person or corporation other than the client or the party to whom it is addressed or copied without the written consent of the appraiser, and then only in its entirety.

Neither all nor any part of the contents of this report shall be conveyed to the public through advertising, public relations efforts, news, sales, or other media, without the written consent and approval of the appraiser, nor may any reference be made in such a public communication to the Appraisal Institute or the MAI designation.

2. CONFIDENTIALITY:

The appraiser may not divulge the material (evaluation) contents of the report, analytical findings or conclusions, or give a copy of the report to anyone other than the client or his designee as specified in writing except as may be required by the Appraisal Institute as they may request in confidence for ethics enforcement, or by a court of law or body with the power of subpoena.

This appraisal is to be used only in its entirety and no part is to be used without the whole report. All conclusions and opinion concerning the analysis are set forth in the report and were prepared by the Appraiser whose signature appears on the appraisal report, unless indicated as "Review Appraiser". No change of any item in the report shall be made by anyone other than the Appraiser and/or officer of the firm. The Appraiser and firm shall have no responsibility if any such unauthorized change is made.

3. INFORMATION USED:

No responsibility is assumed for accuracy of information furnished by or from others, the client, his designee, or public records. We are not liable for such information or the work of possible subcontractors. The comparable data relied upon in this report has been confirmed with one or more parties familiar with the transaction or from affidavit; all are considered appropriate for inclusion to the best of our factual judgement and knowledge.

H. J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4. TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

The contract for appraisal, consultation or analytical service, are fulfilled and the total fee payable upon completion of the report. The appraiser or those assisting in the preparation of the report will not be asked or required to give testimony in court or hearing because of having made the appraisal, in full or in part, nor engage in post appraisal consultation with client or third parties except under separate and special arrangement and at additional fee.

5. EXHIBITS:

The sketches and maps in this report are included to assist the reader in visualizing the property and are not necessarily to scale. Various photos, if any, are included for the same purpose and are not intended to represent the property in other than actual status, as of the date of the photos. Site plans are not surveys unless shown from separate surveyor.

6. LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN COMPONENTS, SOIL:

No responsibility is assumed for matters legal in character or nature, nor matters of survey, nor of any architectural, structural, mechanical, or engineering nature. No opinion is rendered as to the title, which is presumed to be good and merchantable. The property is appraised as if free and clear, unless otherwise stated in particular parts of the report.

The legal description is assumed to be correct as used in this report as furnished by the client, his designee, or as derived by the appraiser.

The appraiser has inspected as far as possible, by observation, the land and the improvements thereon; however it was not possible to personally observe conditions beneath the soil or hidden structural, or other components. We have not critically inspected mechanical components within the improvements and no representations are made herein as to these matters unless specifically stated and considered in the report. The value estimate considers there being no such conditions that would cause a loss of value. The land or the soil of the area being appraised appears firm, however subsidence in the area is unknown. The appraiser does not warrant against this condition or occurrence of problems arising from soil conditions.

H. J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

The appraisal is based on there being no hidden, unapparent, or apparent conditions of the property site, subsoil, or responsibility is assumed for any such conditions or for any expertise or engineering to discover them. All mechanical components are assumed to be in operable condition and status standard for properties of the subject type. Conditions of heating, cooling, ventilating, electrical and plumbing equipment is considered to be commensurate with the condition of the balance of the improvements unless otherwise stated. No judgement is made as to adequacy of insulation, type of insulation, or energy efficiency of the improvements or equipment.

7. RELATING TO THE AMERICAN WITH DISABILITIES ACT:

The Americans with Disabilities Act ("ADA") became effective January 26, 1992. The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since there is no direct evidence relating to this issue, possible non-compliance with the requirements of ADA in estimating the value of the property has not been considered.

8. LEGALITY OF USE:

The appraisal is based on the premise that, there is full compliance with all applicable federal, state and local environmental regulations and laws unless otherwise stated in the report; further that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further, it is assumed that all required licenses, consents, permits, or other legislative or administrative authority, local, state, federal and/or private entity or organization have been or can be obtained or renewed for any use considered in the value estimate.

9. COMPONENT VALUES:

The distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. The separate valuations for land and building must not be used in conjunction with any other appraisal and are invalid if so used.

H. J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10. AUXILIARY AND RELATED STUDIES:

No environmental or impact studies, special market study or analysis, highest and best use analysis study or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report. The appraiser reserves the unlimited right to alter, amend, revise or rescind any of the statements, findings, opinions, values, estimates, or conclusions upon any subsequent study or analysis or previous study or analysis subsequently becoming known to him.

11. DOLLAR VALUES, PURCHASING POWER:

The market value estimated, and the costs used, are as of the date of the estimate of value. All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate.

12. INCLUSIONS:

Furnishings and equipment of business operations except as specifically indicated and typically considered as a part of real estate, have been disregarded with only the real estate being considered in the value estimate unless otherwise stated.

13. PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

Improvements proposed, if any, on or off-site, as well as any repairs required are considered, for purpose of this appraisal to be completed in good and workmanlike manner according to information submitted and/or considered by the appraiser. In cases of proposed construction, the appraisal is subject to change upon inspection of property after construction is completed. This estimate of market value is as of the date shown, as proposed, as if completed and operating at levels shown and projected.

14. VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

The estimated market value is subject to change with market changes over time; value is highly related to exposure, time, promotional effort, terms motivation, and conditions surrounding the offering. The value estimate considers the productivity and relative attractiveness of the property physically and economically in the marketplace. The "Estimate of Market Value" in the appraisal report is not based in whole or in part upon the race, color or national origin of the present owners or occupants of the properties in the vicinity of the property appraised.

H. J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

In cases of appraisals involving the capitalization of income benefits, the estimate of market value is a reflection of such benefits and appraiser's interpretation of income and yields and other factors derived from general and specific market information. Such estimates are as of the date of the estimate of value; they are thus subject to change if the market is naturally dynamic.

15. MANAGEMENT OF THE PROPERTY:

It is assumed that the property which is the subject of this report will be under prudent and competent ownership and management; neither inefficient nor super efficient.

16. CONTINUING EDUCATION CURRENT:

The Appraisal Institute conducts a voluntary program of continuing education for its designated members. MAIs and RMs who meet the minimum of this program are awarded periodic certification. I am currently certified under the Appraisal Institute Voluntary Continuing Education Program.

17. FEE:

The fee for this appraisal or study is for the service rendered and not for the time spent on the physical report.

18. AUTHENTIC COPIES:

The authentic copies of this report are signed in blue ink. Any copy that does not have an original signature is unauthorized and may have been altered.

19. HAZARDOUS MATERIALS:

Unless otherwise stated in this report, the appraiser signing this report has no knowledge concerning the presence or absence of urea-formaldehyde foam insulation or asbestos containing material in existing improvements; if such materials are present the value of the property may be adversely affected and reappraisal at additional cost necessary to estimate the effects of such material.

20. Unless otherwise noted within the attached report, there are no items of FF&E included in the reported value. Any equipment included with the property in the value are only those items that are considered as an integral part of the realty, even though technically they could be legally considered as personalty.

H. J. Porter & Associates, Inc.


ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21. NOTE:

ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
OF THE ABOVE CONDITIONS.

H. J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS
OF
MATTHEW S. RICE

CURRENT STATUS

Matthew S. Rice is involved in the appraisal of and consulting with owners of income producing real estate. He is an Associate Appraiser with H.J. Porter & Associates, Inc., with offices located at:

H.J. Porter & Assoc., Inc. 631 Stage Road/Box 28 Auburn, AL 36830 (334) 826-8682

H.J. Porter & Assoc. of Birmingham #14 Office Park Circle, Suite 230 Birmingham, AL 35223 (334) 871-3600

H.J. Porter & Assoc. Of Montgomery 235 S. Court Street Montgomery, AL 36104 (334) 262-8331

CERTIFICATION

Mr. Rice is currently a Certified General Real Property Appraiser in the State of Georgia (Certificate #4139) and the State of Alabama (Certificate #463).

EDUCATION

Mr. Rice is a 1985 graduate of the University of Georgia, with a degree in Economics. Professional education includes:

Course                                  Sponsor                     Location
------                                  -------                     --------
Real Estate Appraisal Principles        Appraisal Institute         Atlanta, GA
Standards of Professional Practice      Appraisal Institute         Atlanta, GA
Appraisal Procedures                    Appraisal Institute         Athens, GA
Basic Income Capitalization             Appraisal Institute         Chicago, IL

PROFESSIONAL EXPERIENCE

Assignments include the valuation of commercial properties in twenty-five states throughout the Nation. The scope of Mr. Rice's experience includes the appraisal of office buildings, industrial properties, retail buildings, single-family subdivisions, mobile home parks, vacant land, self storage facilities, and multi-family developments. Additionally, Mr. Rice has performed market studies to determine demand for potential self storage development, and market studies to determine subdivision lot pricing and absorption.


PROFESSIONAL QUALIFICATIONS
OF
HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with owners of income producing real estate. He is President of H J Porter & Associates, Inc. with offices located at:

H. J. Porter & Assoc., Inc. 631 Stage Road/P.O. Box 28 Auburn, AL 36830 (334) 826-8682

H. J. Porter & Assoc. of Birmingham #14 Office Park Circle Suite 230 Birmingham, AL 35223 (205) 871-3600

H. J. Porter & Assoc. of Montgomery 235 S. Court Street Montgomery, AL 36104 (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation (Certificate Number 5924). He has served as a member of the SREA Young Advisory Council (1977 & 1978). He served as President of the Birmingham SREA Chapter #106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is a Realtor(R) Member and past Vice-President of the Lee County Association of Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the Commercial Investment Real Estate Council of the National Association of Realtors(R). He is a member of the International Right of Way Association (Alabama Chapter #26) and is a panel member of the American Arbitration Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA) now merged as The Appraisal Institute. Additionally, he has credit for courses offered by the Real Estate Securities and Syndication Institute (RESSI) the Urban Land Institute (ULI), and the International Right of Way Association (IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for its designated members. MAIs and RMs who meet the minimum standards of this program are awarded periodic educational certification. He is currently certified under the Institute's voluntary continuing education program. Mr. Porter is currently a Certified General Real Property Appraiser in Alabama (Certificate #CG51) and a Certified Real Estate Appraiser in Georgia (Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the Jefferson County School System and graduated from Auburn University. His major fields of study were Economics and Finance with a B.S. Degree in Business Administration.

H. J. Porter & Associates, Inc.


PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER, JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a Realtor(R) Member of the Lee County Association of Realtors(R). From 1974 through 1983 he was involved with appraisals, market research, syndication and consulting on various types of real estate. From 1983 through 1985 he was President of a regionally active development company headquartered in Auburn, Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn, Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and USPAP, has served as an adjunct faculty member in the Auburn University Department of Community Planning, and is an appraisal instructor for the International Right of Way Association. He also has given talks to various real estate related groups throughout Alabama. Mr. Porter has developed, constructed, owned, and managed investment real estate for his own and affiliated partnership's account.

REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

GOVERNMENTAL                                      CORPORATE
------------                                      ---------
U. S. Internal Revenue Service                    Chrysler Realty Corp.
Jefferson County, AL                              McDonald's Corporation
Montgomery County, AL                             Norfolk Southern Railroad
State of Alabama DOT                              South Central Bell
U.S. Government Services Admin.                   Diversified Products
                                                  Corporation
U.S. Department of the Interior                   INOUE SAKAE Co. (Japan)
U.S. Postal Service                               TIME/LIFE Corporation
Farmers Home Administration                       Baptist Medical Center (B'ham)
Birmingham Airport Authority                      Alabama Power Company
Auburn University                                 Southern Natural Gas
State of Alabama Department of Revenue

LENDERS                                           DEVELOPMENT
-------                                           -----------
SouthTrust Bank                                   Colonial Properties, Inc.
Federal National Mortgage Association             Helms-Roark Development
New York Life Insurance Co.                       Beisel-Moss Development
Provident Mutual Life                             Shannon, Strobel & Weaver
Washington Mortgage Financial                     Polar-BEK, Inc.
Columbus Bank & Trust Co.                         Southern Investment Properties
1st Interstate Mortgage (Chicago)                 McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts in various Alabama counties. He has served as a Probate Commissioner for the Jefferson County and Lee County Probate Courts.

H. J. Porter & Associates, Inc.


An Appraisal Report

Of

Eckerd Drugstore
A 10,908 SF Retail Building
1122 Murfreesboro Road (SH-96)
Frankin, Williamson County, Tennessee

Effective Date Of Report
November 20, 1997

Specifically For
Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

By
Huber & Lamb Appraisal Group, Inc.
109 Westpark Drive, Suite 320
Brentwood, Tennessee 37027

11-97-605


[LETTERHEAD OF HUBER & LAMB APPRAISAL GROUP, INC.]

November 24, 1997

Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

RE: A Complete Appraisal Assignment, Self-Contained Report of The Eckerd Drugstore
A 10,908 SF Retail Building
1122 Murfreesboro Road (SH-96)
Frankin, Williamson County, Tennessee

Dear Mr. Miller:

At your request and authorization, we have appraised the above referenced property for the purpose of estimating its current As Is market value as of November 20, 1997. The property rights being appraised are the Leased Fee interest in the subject property. It is our understanding that the report will be used to assist in real estate mortgage finance underwriting of the subject property.

Based on the inspection of the property and the investigations and analyses undertaken, we have formed the opinion that, as of November 20, 1997 and subject to the Assumptions and Limiting Conditions set forth in the attached report, the prospective value upon completion of the Leased Fee interest in the subject property is:

Three Million Fifty Thousand Dollars
($3,050,000)

Marketing Period: The marketing period is estimated to be 12 months, assuming the subject is placed on the market at the final value estimate conclusion above.

Three approaches to value were utilized in the valuation process for the subject property. These included the cost approach, the sales comparison approach and the income capitalization approach.

The narrative appraisal report that follows contains the identification of the property, the assumptions and limiting conditions, pertinent facts about the area and the subject property, comparable data, the results of the investigations and analyses, and the reasoning leading to the conclusions contained herein. Our analysis, opinions, and conclusions were developed, and this report has been prepared in accordance with the Uniform Standards of Professional Appraisal Practice published by the Appraisal Foundation and the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute.


Mr. Lawrence Miller
November 24, 1997

Page 2

As requested by the client, the following statements relate to the permitted use of the subject appraisal report.

o The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in determining whether to make a loan evidenced by a note (the "Property Note") secured by the Property.

o The report may be relied upon by any purchaser in determining whether to purchase the Property Note for this transaction from Merrill Lynch Mortgage Capital Inc.

o The report may be relied upon by any Rating Agency in rating securities issued by Merrill Lynch Mortgage Capital Inc. and representing an interest in the Mortgage Note.

o The report may be included with and referred to in materials offering the Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the client's intended uses of the report. However, no other entity other than the previously described entities may rely upon this appraisal report without prior written consent from the appraiser.

We appreciate the opportunity to be of service to you. Should you have any questions concerning this appraisal, please do not hesitate to contact this office. For further information, your attention is directed to the following report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC

/s/ James E. Lamb
James E. Lamb, MAI
State Certified General Real Estate Appraiser
Licensee #CG-557


TABLE OF CONTENTS

Summary of Important Facts and Conclusions..................................1
The Appraisal Assignment....................................................3
      Identification of Subject Property....................................3
      Purpose & Use of The Appraisal Report.................................3
      Property Rights Being Appraised.......................................3
      Significant Dates of Appraisal Assignment.............................3
      Scope of the Appraisal................................................3
      Subject Property Sales History........................................4
Definition of Terms.........................................................6
Assumptions and Limiting Conditions........................................10
Metropolitan Area Analysis.................................................12
      Metropolitan Area Map................................................30
Williamson County Analysis.................................................31
      Williamson County Mqap...............................................34
Neighborhood Analysis......................................................35
      Neighborhood Map.....................................................38
Site Analysis..............................................................39
      Site Plan Map........................................................42
      Tax Plat Map.........................................................43
      Flood Plain Map......................................................44
Description of Improvements................................................45
      Site Plan............................................................48
      Elevations...........................................................49
Photographs of Subject Property............................................51
Subject Property Zoning....................................................53
      Zoning Map...........................................................55
Highest and Best Use.......................................................56
Real Estate Tax Analysis...................................................61
Appraisal Procedure........................................................63
Land Valuation.............................................................65
      Land Sales...........................................................67
      Comparable Land Sales Map............................................73
      Land Valuation Analysis..............................................75
      Cost Approach........................................................80
      Subject's Marshall Valuation Cost Data...............................81
      Analysis of Depreciation.............................................83
      Cost Approach Summary................................................87
Sales Comparison Approach..................................................88
      Comparable Improved Sales Data.......................................90
      Comparable Improved Sales Map.......................................100
      Sales Comparison Approach Analysis..................................101
      Sales Comparison Approach Reconciliation............................105


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1


TABLE OF CONTENTS, cont'd.

Income Capitalization Approach............................................107
      Comparable Improved Rental Data.....................................109
      Comparable Improved Rental Map......................................119
      Potential Gross Income Analysis.....................................121
      Expense Analysis....................................................125
      Stabilized Operating Statement......................................127
      Direct Capitalization Rate Analysis.................................128
      Subject's Potential Mortgage Terms Analysis.........................129
      Debt Coverage Ratio Analysis: A Test of Reasonableness..............130
      Income Capitalization Approach Reconciliation.......................132
Correlation and Final Estimate of Value...................................133
Certification of Value....................................................135
      Summary of Qualifications...........................................136
Addenda...................................................................138


--------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2


SUMMARY OF IMPORTANT FACTS & CONCLUSIONS

Report Type:                                  Complete Assignment,
                                              Self-Contained Report

Valuation Conclusion:
Final Value Estimate:                         $3,050,000
      Cost Approach:                          $2,825,000
      Sales Comparison Approach:              $3,050,000
      Income Capitalization Approach:         $3,050,000

Estimated Marketing Period:                   12 months, assuming the subject is
                                              placed on the market at the final
                                              value estimate conclusion above

Interest Appraised:                           Leased Fee

Value Estimate's Implied Units of Comparison:
      Value/SF:                               $279.61/SF
      GIM:                                    10.95x
      Overall Rate:                           9.01%

Significant Appraisal Dates:
      Date of Appraisal Report:               November 24, 1997
      Effective Date Of Appraisal:            November 20, 1997
      Date of Inspection:                     November 20, 1997

Location:
      Address:                                1122 Murfreesboro Road (SH-96)
      Physical Location:                      SWC Southwind Drive and SH-96
      City:                                   Frankin
      County:                                 Williamson
      State:                                  Tennessee

Legal Description:
      Tax Map/Parcel:                         79J-A/2.01 & 2.02

Property Description:
      Land Area:
       Acres:                                 1.665
       Square Feet:                           72,512
       Zoning:                                GC -General Commercial

      Improvements:
       Property Type:                         Retail
       Tenancy:                               Single Tenant
       Size (Gross Building Area):            11,293 SF
       Size (Net Rentable Area):              10,908 SF
       Year Built:                            1997
       Current Physical Occupancy:            100%


--------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1

                               Summary of Important Facts & Conclusions, cont'd.
--------------------------------------------------------------------------------

Highest and Best Use:
      As Vacant:                              Development with a single tenant,
                                              freestanding drug store

      As Improved:                            Continued use as a drug store on a
                                              single tenant basis.

Estimated Income Operating Data:
      Gross Potential Income:                 $278,580
      Occupancy at Date of Appraisal:         100%
      Stabilized Vacancy:                     0%
      Net Operating Income:                   $274,703


--------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2

                                                        THE APPRAISAL ASSIGNMENT
--------------------------------------------------------------------------------

Identification of Subject Property

Property Name:                      Eckerd Drugstore
Property Type:                      Retail
Address:                            1122 Murfreesboro Road (SH-96)
General Location:                   SWC Southwind Drive and SH-96
City:                               Frankin
County:                             Williamson
State:                              Tennessee
Tax Map/Parcel:                     79J-A/2.01 & 2.02
Metes & Bounds Description:         See exhibit in Addenda

Purpose & Use Of The Appraisal Report

Purpose of Report:                  Estimate the "as is" market value of subject
                                    property. The reader is referred to the
                                    Definition of Terms section of the report
                                    for the definition of market value as
                                    utilized in this analysis.

Client's Intended Use of Report:    Assist in real estate mortgage finance
                                    underwriting of the subject property.

Property Rights Being Appraised

The property rights being appraised are the Leased Fee interest in the subject property. The reader is referred to the Definition of Terms section of the report for the definition of Leased Fee as utilized in this analysis.

Significant Dates of Appraisal

The subject property is being appraised as of the effective date presented below. The appraised property is subject to the market influences and economic conditions that existed on that date. The Date of the Report represents the approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:           November 24, 1997
Effective Date Of Appraisal:        November 20, 1997
Date of Inspection:                 November 20, 1997

Scope Of The Appraisal

In preparing this appraisal report, the appraisers have completed several steps to assemble the data and form the opinions presented in this written report.

1. Considered the complexity of the property and the appraisal assignment in the context of the purpose and intended use of the appraisal report.

2. Analyzed the Frankin economy and the subject neighborhood to determine the market conditions that effect the subjects market value.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 3

The Appraisal Assignment, cont'd.

3. Inspected the subject property and surrounding neighborhood.

4. Gathered physical and/or factual dam on the subject recorded dam, physical characteristics of the site and improvements, and legal restrictions imposed by the municipal government.

5. Analyzed the dam gathered and determined their affects on market value in conjunction with the highest and best use of the real estate as if vacant and as improved.

6. Considered the appropriateness of the three traditional appraisal approaches to value including the cost approach, sales comparison approach and the income capitalization approach.

7. The application and process of each valuation approach are detailed in their respective report sections; however, the appraisers have thoroughly researched market data in each approach and have presented the most pertinent dam and the reasoning and opinions leading to the conclusion of market value via each approach to value.

8. Reconciled the analysis and value indications by the three approaches to value into a final market value conclusion.

Subject Property Sales History

The following summarizes the most recent sales transaction and prior sales history of the subject property: The subject is a part of a 6.6_+ acre tract recently purchased by the subject developer. No recorded transaction of the subject 1.665 acre parcel has occurred to date. The following information represents the entire 6.0_+ acre site of which the subject is only a portion.

Current Owner of Record:               NOM Franklin, LP

Most Recent Transaction Data:
   Transaction Date:                   03/03/97
   Grantor:                            Franklin Land Dev Fund Ltd.
   Consideration:                      $1,750,000 ($6.15/SF) for 6.607 Acres
   Deed Book/Page:                     1496/286

Previous Transaction Data:
   Transaction Date:                   12/29/86
   Grantor:                            Lee Beaman
   Consideration:                      Not available
   Deed Book/Page:                     636/331

Comparison to
   Concluded Value:                    Since the subject is only a portion of
                                       the original 6.607 acre tract included in
                                       the most recent transaction, it is
                                       difficult to compare the concluded market
                                       value of the subject 1.665 acre parcel to
                                       the most recent transaction.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 4

The Appraisal Assignment, cont'd.

Comment: The 6.607 acre tract had previously been under contract by Harris Teeter grocery company (or a developer representing the company) with the intent of developing a shopping center anchored by Harris Teeter. The contract price was reported to be just under $1,800,000. The contract expired for specific reasons unknown to the appraiser. However, it has been reported to the appraiser that Harris Teeter had not intended for this contract to expire and still wanted the site. The contract of the March 1997 transaction was a back-up contract and was accepted before Harris Teeter could rectify the situation. To the appraiser's knowledge, the Harris Teeter contract had been in place since as early as March 1996.

Subsequent to the 6.607 acre parcel being placed under contract by NOM Franklin, LP, two contracts were submitted for the subject tract. The following summarizes this history.

Subject Parcel:                     Two contracts had been submitted to NOM
                                    Franklin, LP for the subject corner tract.
                                    CNL Retail Development had submitted a
                                    contract for $1,100,000 with the intent of
                                    developing an Eckerd freestanding drug store
                                    on 1.76 acres. The second, back-up contract
                                    was submitted by R.S. Tatum for $1,100,000
                                    for 1.87 acres inclusive of the subject.
                                    R.S. Tatum intended to develop the site with
                                    a Walgreens freestanding drag store.
                                    Reportedly, both drag store companies had
                                    approved the site at the contract prices
                                    tendered.

                                    The developer of the 6.607 acre tract, NOM
                                    (Newton Oldacre McDonald) Franklin, LP, did
                                    not accept either contract. Upon reporting
                                    to Eckerd and their developer that NOM
                                    intended to sell to the Walgreens developer,
                                    Eckerd Corp. came back to NOM and indicated
                                    that they were willing to consider any
                                    reasonable adjustment by the seller to
                                    control the site. NOM indicated that they
                                    would only accept Eckerd if NOM was the
                                    developer of the Eckerd building. Thus, the
                                    development of the subject 1.665 acre parcel
                                    is not another transaction between two
                                    separate entities. However, based on the
                                    previous contracts submitted, NOM Franklin,
                                    LP is allocating $1,100,000 to the subject
                                    land in their development cost budget.

                                    In a similar manner, NOM Franklin, LP
                                    developed the adjacent tract fronting SH-96
                                    with a two tenant retail center. The
                                    Hollywood Video was completed in September
                                    1997 and a proposed Jiffy Lube will be
                                    developed in early 1998.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 5

DEFINITIONS OF TERMS

1. Market Value - 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.

Sources:    1.    Comptroller of the Currency; 12 CFR Part 34
                  Section 34.42 (f) of Federal Regulations.

            2.    FDIC Final Rule on Title XI of the Financial
                  Institutions Reform, Recovery, and Enforcement
                  Act of 1989 (FIRREA), effective September 19,
                  1990, as defined in 12 CFR Part 323.4.a.10.

2. Highest and Best Use - That reasonable and probable use that will support the highest present value, as defined, as of the effective date of the appraisal. Alternatively, that use, from among reasonably probable and legal alternative uses, found to be physically possible, appropriately supported, financially feasible, and which results in the highest land value.

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

4. Market Price - The amount actually paid, or to be paid for a property in a particular transaction. This differs from market value in that it is an accomplished or historic fact, whereas market value is and remains an estimate until proven. Market price involves no assumption of prudent conduct by the parties, of absence of undue stimulus or of any other condition basic to the market value concept.

5. Appreciation - Increase in value due to increase in cost to reproduce, value over the cost, or value at some specified earlier point in time, brought about by greater demand, improved economic conditions, increasing price levels, reversal of depreciating environmental trends, improved transportation facilities, direction of community or area growth, or other factors.

6. Depreciation - A loss of utility and hence value from any cause. An effect caused by deterioration and/or obsolescence.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 6

Definitions of Terms, cont'd.

7. Investment Value - The value of an investment to a particular investor, based on his or her investment requirements; as distinguished from market value, which is impersonal and detached.

8. Functional Obsolescence - Impairment of functional capacity or efficiency. Functional obsolescence reflects the loss in value brought about by such factors as overcapacity, inadequacy, and changes in the art, that affect the property item itself or its relation with other items comprising a larger property. The inability of a structure to perform adequately the function for which it is currently employed.

9. External Obsolescence - Impairment of desirability or useful life arising from factors external to the property, such as economic forces or environmental changes which affect supply-demand relationships in the market. Loss in the use and value of a property arising from the factors of external obsolescence is to be distinguished from loss in value from physical deterioration and functional obsolescence, both of which are inherent in the property. Also referred to as locational or economic obsolescence.

10. Fee Simple Estate - Absolute ownership unencumbered by any other interest or estate; subject only to the limitations of eminent domain, escheat, police power, and taxation.

11. Leased Fee Estate - An ownership interest held by a landlord with the right of use and occupancy conveyed by lease to others; usually consists of the right to receive rent and the right to repossession at the termination of the lease.

12. Leasehold Estate - The right to use and occupy real estate for a stated term and under certain conditions; conveyed by a lease.

13. Present Value - The current monetary value. It is the today's cash lump sum which represents the current value of the right to collect future payments. It is the discounted value of aggregate future payments.

14. Gross Sales Proceeds - The total amount of invoiced sales, before deducting returns, allowances, etc. over the forecasted sellout period.

15. Forecasting - Predicting a future happening or condition based on past trends and the perceptions of market participants, tempered with analytical judgment concerning the continuation of these trends and the realization of these perceptions in the future.

16. Overall Capitalization Rate - An income rate for a total property that reflects the relationship between a single year's net operating income expectancy or an annual average of several years' income expectancies and total price or value; used to convert net operating income into an indication of overall property value.

17. Discount Rate - A rate of return on capital used to convert future payments or receipts into present value.

18. Internal Rate of Return - The annualized rate of return on capital that is generated or capable of being generated within an investment or portfolio over the period of ownership; similar to the equity yield rate; often used to measure profitability after income taxes, i.e.,


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 7

Definitions of Terms, cont'd.

the after-tax equity yield rate; the rate of discount that makes the net present value of an investment equal to zero; discounts all returns from an investment, including returns from its termination, to equal the original investment.

19. Retail Value - The term "retail" refers to the aggregate sum of all the individual unit values as of the date of the appraisal. Generally applied to residential lot sales or condominium developments.

Source of Definitions: The American Institute of Real Estate Appraisers, The Dictionary of Real Estate Appraisal; American Institute of Real Estate Appraisers and Society of Real Estate Appraisers, Real Estate Terminology, Ed. Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or standard industry definitions.

Supplemental Definitions

1. Market Value "As Is" on Appraisal Date: An estimate of the market value of a property in the condition observed upon inspection and as it physically and legally exists without hypothetical conditions, assumptions, or qualifications as of the date the appraisal is prepared.

2. Prospective Value Upon Completion of Construction: The Value presented assumes all proposed construction, conversion, rehabilitation is hypothetically completed, or under other specified hypothetical conditions, as of the future date when such construction completion is projected to occur. If anticipated market conditions indicate that stabilized occupancy is not likely as of the date of completion, this estimate shall reflect the market value of the property in its then "as- is" leased state (future cash flows must reflect additional lease-up costs, including tenant improvements and leasing commissions, for all areas not pre-leased). For properties where individual units are to be sold over a period of time, this value should represent that point in time when all construction and development costs have been expended for that phase, or those phases, under valuation.

3. Prospective Value Upon Achieving Stabilized Occupancy: The value presented assumes the property has attained the optimum level of long-term occupancy, which an income-producing real estate project is expected to achieve under competent management after exposure for leasing in the open market for a reasonable period of time at terms and conditions comparable to competitive offerings. The date of stabilization must be estimated and stated within the report.

4. Proposed Tract Development: Means a project of five units or more that is constructed, or is to be constructed, as a single development. A tract development may be units in a subdivision, condominium project, timeshare project, or any similar project meant to be sold as individual units over a period of time.

5. Fair Value - The cash price that might reasonably be anticipated in a current sale under all conditions requisite to a fair sale. A "fair sale" means that buyer and seller are each acting prudently, knowledgeably, and under no necessity to buy or sell. "Current sale" means that the property is exposed to the open market for a reasonable time considering the property type and local market conditions. When a current sale


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 8

ASSUMPTIONS AND LIMITING CONDITIONS

is unlikely, i.e., when it is unlikely that the sale can be completed within 12 months, the appraiser should discount to present value any and all cash flows which might be generated by the property to obtain the estimate of fair value. These cash flows include, but are not limited to, those arising from ownership, development, operation, and sale of the property. The discount applied should reflect the appraiser's judgement of what a prudent, knowledgeable purchaser under no necessity to buy would be willing to pay to purchase the property in a current sale. Whenever the appraiser believes that more than one year is necessary for a fair sale of the property, the appraiser shall state and justify the estimated holding period, cash flows and the discount rate applied.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 9

ASSUMPTIONS AND LIMITING CONDITIONS

Standard Rule 2-2g of the Code of Professional Ethics and Standards of Professional Conduct of the Appraisal Institute requires the appraiser to clearly and accurately set forth all facts, assumptions and conditions that affect the analysis, opinions and conclusions upon which the appraisal is based. In compliance therewith, and to assist the reader in interpreting this report, such assumptions and limiting conditions are set forth as follows:

1. Title is assumed to be marketable and free and clear of all liens and encumbrances, easements, and restrictions except those specifically discussed in the report. The property is appraised assuming it to be under responsible ownership and competent management and available for its highest and best use.

2. No opinion is intended to be expressed for legal matters or that would require specialized investigation or knowledge beyond that ordinarily employed by real estate appraisers, notwithstanding the fact that such matters may be discussed in the report.

3. The date of value to which the opinions expressed in this report apply is set forth in the letter of transmittal. The appraiser assumes no responsibility for economic or physical factors occurring at some later date which may affect the opinion herein stated.

4. The valuation is reported in dollars of currency prevailing on the date of appraisal.

5. Maps, plats, and exhibits included herein are for illustration only as an aid in visualizing matters discussed within the report. They should not be considered as surveys or relied upon for any other purpose.

6. All information and comments pertaining to this and other properties included in the report represent the personal opinion of the appraiser, formed after examination and study of the subject and other properties. While it is believed the information, estimates and analyses are correct, the appraiser does not guarantee them and assumes no liability for errors in fact, analysis or judgement.

7. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraiser or the firm with which he is connected, or any reference to the Appraisal Institute or the MAI or RM designation) shall be disseminated to the public through advertising media, public relations media, news media, sales media or any other public means of communication without prior written consent and approval of the undersigned.

8. The appraiser is not required to give testimony or to appear in court by reason of this appraisal, unless prior arrangements have been made.

9. The distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. The separate valuations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used.

10. Certain information concerning market and operating data was obtained from others. This information is verified and checked, where possible, and is used in this appraisal


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 10

ASSUMPTIONS AND LIMITING CONDITIONS, cont'd.

only if it is believed to be accurate and correct. However, such information is not guaranteed.

11. Real Estate Values are influenced by a large number of external factors. The data contained herein is all of the data we consider necessary to support the value estimate. We have not knowingly withheld any pertinent facts, but we do not guarantee that we have knowledge of all factors which might influence the value of the subject. Due to rapid changes in the external factors, the value estimate is considered reliable only as of the date of the appraisal.

12. Opinions of value contained herein are estimates. There is no guarantee, written or implied, that the subject property will sell for such amounts.

13. It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures which would render it more or less valuable. No responsibility is assumed for such conditions or for engineering which may be required to discover such factors.

14. If the subject of the appraisal is an improved property, the appraiser has personally inspected the property and finds no obvious evidence of structural deficiencies except as stated in this report; however, no responsibility for hidden defects or conformity to specific governmental requirements, such as fire, building and safety, earthquake, or occupancy codes can be assumed without provision of specific professional or governmental inspections.

15. Unless otherwise stated in this report, the existence of hazardous material, which may or may not be present on the property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired.

16. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the Americans with Disabilities Act (aka, ADA). It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 11

METROPOLITAN AREA ANALYSIS

Introduction

The intent of this analysis is to provide basic data reflecting the Nashville Metropolitan area economy and determine the potential effect on real estate absorption, occupancies, rent trends and values. This analysis utilizes graphs in the presentation of data to assist the reader in quickly identifying trends.

General Pertinent City Data

The following is general data about Nashville that will assist the reader in establishing general characteristics of Nashville.

o State Capitol
o County Seat
o Second largest city in Tennessee
o MSA is largest in Tennessee
o MSA consists of 8 counties surrounding Davidson County
o 50% of the U.S. population is located within a 600 mile radius of the city.
o Nashville-Davidson County consists of a Metropolitan Government (i.e., city and county government combined into one government)

Population

      Population:       1,128,400
      Year:             1/1/97
      Source:           Sales & Marketing Management, August 30, 1997

The graph to the right reflects historical population trends for the Nashville MSA from 1970 through 1/1/97. Overall, the growth rate has been relatively stable with a higher growth rate in the 1990's. The upward trend in the population is expected to continue at moderate rates in the long-term. Recent trends indicate that the suburban counties will be the primary beneficiary of future growth. Currently, Rutherford County and Williamson County are the fastest growing counties in Middle Tennessee. In fact, Rutherford County is in the top 50 fastest growing counties in the United States.

[GRAPH OMITTED]


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Metropolitan Area Analysis, cont'd.

The Nashville MSA consists of eight counties. The graph to the right indicates that the largest populated counties are Davidson and Rutherford Counties. Nashville-Davidson is part of Davidson County. Therefore, the Davidson County data includes the Nashville-Davidson data.

[GRAPH OMITTED]

Cost of Living

Data provided by the American Chamber of Commerce Researcher's Association indicates that Nashville's cost of living is one of the lowest in the U.S. as compared to comparable sized towns or larger.

ACCRA All Index Rating: 94.2 ACCRA Report Date: Third Quarter 1996

The graph to the right provides a comparison of the cost of living index between Nashville and other cities. The high quality of life in Nashville combined with the low cost of living makes the area an attractive location for new businesses. Nashville has lower cost of living as compared to the two other metropolitan areas in Tennessee-Knoxville and Memphis. In addition, the cost of living is lower than comparable sized cities such as Indianapolis, Charlotte, Raleigh and Birmingham.

[GRAPH OMITTED]


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Metropolitan Area Analysis, cont'd.

Effective Buying Income

While Nashville has a relatively low cost of living, the effective buying income (EBI) is slightly above the national level. The EBI is also referred to as "disposable personal income". The following information was obtained from Sales and Marketing Management Survey of Buying Power, August 30, 1997.

Median Household EBI of:

Nashville MSA: $38,224

USA: $33,482

The following graph compares the median household effective buying income of the Nashville MSA to the individual counties and composite suburban market.

[GRAPH OMITTED]

Economic Profile

The Nashville economy is very diversified and closely parallels the US economy as evidenced by the labor force allocation comparisons provided later. As a result, the economic performance of Nashville also closely parallels the national economy. Nashville experienced the strong economic activity in the mid-1980's, fell into recession in 1989 and has recovered and is expanding since 1993. The real estate market in Nashville has followed similar trends as the overall economy with the exception of the real estate market experiencing more of a depression than a recession in the late 1980's. This phenomena, however, has been experienced throughout many metropolitan markets in the United States. The following discussions present the basic economic profile of Nashville as well as general trends.


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Metropolitan Area Analysis, cont'd.

Major Industries

The following is a list of the major industries significantly influencing the Nashville economy. The reader is directed to the exhibit at the end of the Metropolitan Analysis for a list of the largest employers of Metropolitan Nashville.

o State & Federal Government o Music Industry
o Printing Industry o Tourism & Conventions
o Healthcare Industry o Automotive Manufacturing Industry

Printing & Publishing Industry - Nashville, the South's leading center for printing and publishing, is the home of the Printing Industry Association of the South, the Southern Baptist Convention and United Methodist printing facilities, and the Thomas Nelson Co., the world's largest printer and distributor of Bibles. In addition, Nashville is home of Ingram Publishing, the largest book and software distributor in the world. Publishers Weekly recently described Nashville as one of the nation's ten largest book publishing, printing and distribution centers and the largest in the south.

Healthcare Industry - Nashville is currently considered the healthcare industry's business center for the U.S. Nashville is home to companies that manage or own more than 60% of the for-profit acute care hospital beds in the United States. More than 140 health care companies with a national or multi-state presence, representing every segment of the industry, have regional or corporate headquarters in Nashville. The most prominent company is Columbia/HCA Healthcare Corporation, the largest for-profit hospital operator in the world. It is a $16 billion-a-year company owning more than 300 hospitals and 100 day-surgery centers in 37 states. The company is one of the largest public companies in the U.S. surpassing Coca-Cola Co. and Xerox.

Music Industry - Nashville's most famous asset is its dynamic music industry. Anchored by the renowned Grand Ole Opry, with continuous live broadcasting since its founding in 1925, Nashville has become the headquarters for the country-music world. The industry has an estimated $2.5 billion impact on the Music City economy as well as spawning the tourism business, valued to be approximately $2 billion. Country music is one of the fastest growing sectors of the music industry with record labels increasing their artist roster and general financial commitment to Nashville. This commitment is evidenced by new office building construction such as the RCA building, MCA building and other recent projects. Music publishing is also flourishing. Nashville is known as the last "writer's town" with many songwriters moving here from Los Angeles and other parts of the country.

The following presents details of the impact of the music industry on the Nashville economy.

o 68 record labels o 10 record manufacturers
o 175 recording studios o 40 record promotion companies
o 290 song publishing companies o 23 theatrical talent agencies
o 190 booking agents

The music industry has an estimated 1,500+ companies in the area directly related to music. Approximately 25,000 people are employed in the industry with a total payroll of approximately $500 million annually. The film/video production business in Nashville has


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Metropolitan Area Analysis, cont'd.

increased 200 percent in the last five years. Approximately 75 companies in the area have a combined earnings estimated at $333 million annually.

Tourism & Conventions - The tourist and convention industry draws approximately 9 million people to Nashville every year. These visitors spend approximately $2 billion per year contributing significantly to the economy.

The Nashville Convention Center was completed in downtown Nashville in 1987. This facility combined with the even larger convention facilities at the Opryland Hotel have resulted in Nashville becoming a strong convention town. The 2,800+/- room Opryland Hotel includes a 988 room expansion at a cost of $200 million with completion in 1996. The hotel is the largest non-gambling hotel in the country and in the top 10 size list overall. The primary business generated by the hotel is convention business. Even after the expansion, the hotel reportedly maintains an 85% annual occupancy, which is an extraordinary annual occupancy for hotels. Conventions contribute significantly to the local economy. A downtown arena is currently under construction near the convention center. The 20,000 seat capacity Arena, completed in late 1996, is a state of the art facility for concerts, multi-media and conventions and designed to house a National Basketball Association team. It is now home to the new National Hockey League team recently awarded to Nashville in 1997. This facility has already been the direct catalyst for revitalization of downtown with completion of the Wildhorse Saloon, Hard Rock Cafe, Planet Hollywood and numerous other restaurants and tourist type businesses on Second Avenue.

Conventions have historically brought more than a million people a year to Nashville, which has started to compete with spots such as Orlando, New Orleans and Las Vegas for lucrative convention dollars. These conventions have been pumping in more money to the local economy, with convention revenues jumping to $300 million a year, nearly double what it was a decade ago. The new arena is anticipated to boost Nashville to the next level of competition in convention business. Already Nashville is competing with Atlanta and other similar sized convention towns for major athletic events and conventions that would not be feasible prior to the arena. With the Arena and the Opryland Hotel completions, Nashville has 418,000 SF of exhibit space, more than any other city in the Southeast except Atlanta and Orlando. The Nashville Convention & Visitors Bureau worked with 82 conventions representing 45,300 delegates in January 1997 compared with 51 conventions representing 31,390 delegates in January 1996. According to Butch Spyridon of the NCVB, "We used to be a three- to five-month city, then we were a nine- to 10-month city. No we're beginning to grow into a 12 month market, particularly in the meeting industry."

The former Houston Oilers, now known as the Tennessee Oilers, moved the franchise to Nashville in Summer 1997. The proposed $290 million, 65,000+ stadium is being developed across the Cumberland River from downtown in an area known as the East Bank. The area previously consisted of extremely heavy industrial uses and warehouses built in the 1930's through 1960's. Current plans are to have the stadium completed and the football team playing by 1999. The Oilers will be playing in Memphis until the stadium in Nashville is complete.

Automotive Manufacturing Industry - In the 1980's, the Middle Tennessee area was the location for two new automotive manufacturing facilities that have contributed significantly to the local economy. Nissan Motors U.S.A is located in Smyrna in Rutherford County and has a total local employment of approximately 6,000. General Motors


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Metropolitan Area Analysis, cont'd.

constructed the Saturn Plant in Maury County, just south of Williamson County, in 1989. Their current local employment is approximately 8,300. In addition, Primus, a subsidiary of Ford Motor Credit, has completed a 250,000 SFoffice facility in the Cool Springs area in 1995 and already has another 250,000 SF under construction. This is the international headquarters and central operation center for the company. This development has already had an impact on retail, apartment, hotel and single family development plans in the immediate area.

Labor Force/Employment

Labor Force

As previously noted, one of the attributes of the Nashville economy is its diversity. Nashville's labor force closely parallels the United States statistics by industry group. As a result, the Nashville/Middle Tennessee economy closely parallels the national economic swings. Nashville, however, tends to precede and not follow the national economy. As an example, the full recognition of the recession appeared to have impacted Nashville at the same time or slightly preceding the national recession. On the other hand, statistical data indicates Nashville recovered at a slightly faster pace than national statistics.

The two pie charts to the right compare the Nashville labor force by group to the USA. The latest available data for Nashville is 1996 and 1990 for the USA.

USA Labor Fore - 1990

[PIE CHART OMITTED]

LABOR FORCE - MSA

[PIE CHART OMITTED]


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Metropolitan Area Analysis, cont'd.

Employment

The employment growth trends for the MSA reflect the late 1980's and early 1990's recession and subsequent full recovery. The graph to the right indicates that the growth peaked in 1994 at unusually high levels and is returning to a normal level.

The unemployment rate continued to decline through 1994 as the total labor force has increased. This factor indicated job growth had outpaced the growth in the labor force. The unemployment rate has remained generally stable since 1994. The following unemployment graph presents the trends in average unemployment over the past several years.

While annual averages show an 11,800 employment gain or 2.0% growth for 1996, the comparison of June 1997 to June 1997 data in the chart on the following page reflects a significantly smaller employment gain of 0.9% increase or 7,000. It is apparent that job growth has declined significantly from the 1994 peak. Furthermore, data indicates this decline in job growth is evident throughout the state of Tennessee. This low level of job growth has been consistent through 1997. Since job growth is a key measurement of an economy, it should be monitored closely for the remainder of the year and into 1998.

Employment Growth History

[GRAPH OMITTED]

Unemployment History

[GRAPH OMITTED]


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Metropolitan Area Analysis, cont'd.

Comparison of Current Month to Same Month Last Year (000's)

                               Labor Force     Employment      % Unemply
                               -----------     ----------      ---------
June 1997                            629.7          613.3           4.0%

June 1997                            626.7          607.6           3.6%
                                     -----          -----           ----
Difference/Change                        3              6              0

However, the reader should note that the Tennessee Department of Employment Security's initial estimates are typically unreliable, particularly in years of significant declines or increases. For this reason, the magnitude of the decline is highly questionable. However, the significant factor is the decline in job growth. The final revisions are not available for approximately one to two years after the initial estimate. The following graph illustrates the inaccuracy of the first revision job growth estimates as compared to the final estimates.

Employment Growth Revisions Comparison

[GRAPH OMITTED]

In addition, recent market data for items such as single family home sales for existing and new construction indicate slightly lower, but very similar year-to-date levels as the same period in 1996. Inasmuch as the recent home sales market has been setting a record pace, it does not make sense that job growth has declined so dramatically. However, the job growth figures should be monitored very closely over the next several months since it is recognized as a very important leading indicator.

The Fall 1997 periodical Mid-State Economic Indicators published by the Business and Economic Research Center, College of Business, Middle Tennessee State University directly addresses the recent decline in job growth. This publication states that job growth is slower in the Mid-State than in the rest of the country due to the regions tight labor markets (i.e., low unemployment rate). The ability of the job market to grow has been limited by the fact


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Metropolitan Area Analysis, cont'd.

that the available skilled work force is so limited that even when potential jobs are created, they are difficult to fill. The publication further indicates that the job growth through Second Quarter 1997 is only 5,969 jobs. The data presented in the publication indicates that Manufacturing represents a decline of 2,474 and Government a decline of 2,428. These two categories represent a decline of 4,902. All remaining labor market categories reflect a positive job growth of 10,871. The Services sector was the primary job growth market with an increase of 6,130 jobs. Thus, the quality of new jobs being created is actually improving and may explain why real estate sectors such as home sales has remained at healthy levels.

Retail Sales

Annual retail sales analysis is another key measure of the local economy. The data is for the eight county Nashville MSA as reported by Sales & Marketing Management. The primary increase in sales is being generated outside of Davidson County in the high growth counties of Rutherford and Williamson. However, the Davidson County sales are still increasing at a healthy pace. As will be discussed later, the flow of population and increasing retail sales in the hub counties is a strong catalyst for the shopping center market growth. Williamson County has benefited from the high average household income that has attracted significant new retail development in the Cool Springs Galleria Mall area.

Retail Sales History

[GRAPH OMITTED]


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Metropolitan Area Analysis, cont'd.

New Construction

Building permit data is a good indicator of new construction activity for a city/metropolitan area. The following graph presents the historical trends for Nashville-Davidson County's residential and non-residential building permit values.

Latest Full Year Permits: $991,687,815 Latest Full Year: 1996

The graph to the right presents the historical trends for Nashville-Davidson County's building permit values. The data indicates a significant recovery with 1994's total valuation reflecting a-1.74% increase as compared to the previous year. The building permit trends have followed local and national economic trends and should continue to follow these trends in the future. The important factor to note is that a substantial amount of the new commercial construction is occurring outside of Davidson County. Thus, the declining trends since 1994 is not necessarily accurate. A significant amount of new commercial and residential development is occuring in the high growth counties such as Williamson and Rutherford.

Real Estate Markets

The following provides a brief summary of the occupancy histories and status of the various real estate markets in the Nashville area. This is intended as a broad overview in the context of how these markets effect or reflect the Nashville Metropolitan area economy.

Total Permit Values

[GRAPH OMITTED]

Single Family Market

Single Family construction starts have rebounded from the recessionary times of 1989 through 1991. Record level sales were recorded in 1993 and 1994 and construction starts have been on the rise since 1992. According to Market-Graphics, Inc., the single family lot supply is extremely low in the vibrant markets. As of October 1996, Market-Graphics, Inc. indicated that the years supply of lots is declining and was at 1.62 years for the seven county area they survey. This is a decline from an approximate three year supply in 1990. The decline in years supply is attributed to both increased demand and a decline in total available lots from 14,000+ to 11,459 in 1994. The lot supply has remained virtually the same at 11,500+/- through mid year 1997 despite the significant increase in lot development. Analysis


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Metropolitan Area Analysis, cont'd.

of the most active markets indicate a years supply of less than 1.5 years, particularly Rutherford County and Williamson County.

New home sales for the Metropolitan area have been improving since 1993. The 1993 new construction home sales rate was approximately 4,200 homes. New home sales increased to 5,891 in 1994 and 5,966 in 1995. Another significant increase occurred in 1996 to the 7,259 home level. Based on data through through August 1997, MarketGraphics reports home sales are at slightly lower, but very similar pace of a forecasted 7,000 new homes for all of 1997.

In addition, 1995 was a record breaking year for existing home sales. The 1996 level declined, but at higher levels then pre-1995. As was the case in new home sales, data through August 1997 indicates highly similar, but slightly lower existing home sales for all of 1997. Existing home appreciation in 1994 through 1996 has been strong. A study completed by Maneier & Exton indicates the Davidson and Williamson County markets reflect appreciation of 6.7% in 1994, 6.1% in 1995 and 7.7% in 1996. Another study completed by Experian, a national data collection company, indicated Nashville's upper end homes (i.e., $125,000+ in 1990) has appreciated an average of 5.7% per year since 1990. This places Nashville second to Denver in the top five in the country for high end home appreciation. However, in 1997, the existing homes for sale inventory increased significantly because of the high appreciation. As a result, days on market will increase and price appreciation will moderate to more typical levels.

Nashville Metropolitan Area

[GRAPH OMITTED]

Job Growth Vs Total Home Sales

[GRAPH OMITTED]


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Metropolitan Area Analysis, cont'd.

Multi-Family Market

After several years of an apartment oversupply, the apartment market reached a market occupancy reflecting natural full occupancy in 1993 and 1994. With the 95+% occupancies beginning in 1992, apartments had been experiencing significant overall market rent increases with an annualized 6.8%+/- over 1992, 7.4% in 1993, 9.5%+/- in 1994 and 7.6% in 1995. Due to the rent increases, apartment construction began to increase to a reasonable level of 3,125 units in 1996. This resulted in a significant decline in rent appreciation to the 1.1% level. However, by mid year 1997, another 3,055 units had been completed with 6,037 units under construction. This massive amount of new apartment construction will probably result in an oversupply of the overall market for at least two years, even with healthy absorption and economic activity.

Nashville Apartment Market

[GRAPH OMITTED]

Office Market

The Nashville market, like most in the U.S., had a severe oversupply of office space in the early 1990's; however, with the improving local economy, declining vacancy, healthy rent appreciation and limited construction in the early 1990's, the office market began to experience new construction in late 1995 through the present. Since this new construction cycle began, the new supply being built is typically absorbed before it is completed, particularly in the Brentwood/Franklin submarket. Most of the new construction is by REITs or similar type companies with minimal debt. As a result of this high demand, rents increased 3.8% for the overall market with the strongest markets reflecting 4.4% to 7.6% appreciation in 1996. The overall market was negatively affected by the CBD which is still suffering to some degree, although improving. Currently, there is an estimated 18,800,000 square feet


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Metropolitan Area Analysis, cont'd.

of office space in the area with a mid year 1997 vacancy of 6.66%. The Central Business District totals more than 5.2 million square feet with a mid year vacancy rate of 11.15%. The 1995 and 1996 absorption has hovered around 700,000+/- square feet per year or 1,400,000+/- square feet over the two year period. During the same period, approximately 1,126,000 square feet of space was constructed. Thus, demand has outpaced new supply. This should yield the continuation of healthy rent appreciation in the near term.

Nashville Office Market

[GRAPH OMITTED]

Retail Market

The retail vacancy rate has declined significantly since 1994 as evidenced by the adjoining graph. The improved market conditions have resulted in significant new construction and rent appreciation. During the 1993 through 1996 period, approximately 2,600,000 square feet of new construction was completed. During the same period, the market absorbed 3,600,000 square feet yielding the significant vacancy rate improvement. A large percentage of this new construction has been in the Cool Springs Mall area of the Brentwood/Franklin market. The Cool Springs market is obviously the hottest real estate submarket for the Nashville area, particularly in the retail market.

The outlook for the overall retail market is positive based on the year-to-date 1997 activity. Shopping center sales are still relatively limited. However, rents are increasing as occupancies increase.

Nashville Retail Market

[GRAPH OMITTED]

Industrial Market

One of the most vibrant property types in Nashville is the industrial market.Nashville and Chattanooga share laurels for the top industrial real estate occupancy rate in the nation of 99%. The occupancy rate is based on the approximate 170 million square feet of combined speculative and owner occupied space. That is the finding of a new comprehensive study by the Washington-based Society of

Nashville Industrial Market

[GRAPH OMITTED]


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Metropolitan Area Analysis, cont'd.

Industrial and Office Realtors (SIOR), an arm of the National Association of Realtors, and New York-headquartered Landauer Real Estate Counselors.

With the supply of developable industrial zoned land inside Davidson County dwindling and the area's economy performing quite strongly, distribution, warehouse and manufacturing space has been in short supply since 1995. Speculative industrial space is 94.3% occupied according to the Nashville Warehouse Report - Year End 1996 published by the Frank L. Smith Company. However, due to the resurgence in new construction, the vacancy increased to 9.6% in the First Quarter 1997. The total new construction for 1996 was 1.6 million square feet with a net absorption of 911,000 SF. Rents for warehouse/distribution space average $3.47/SF per square foot The majority of the industrial activity appears to be located outside Nashville but within the MSA, where land is plentiful and less costly. The shortage of developable, affordable industrial zoned land in Davidson County has been a major hindrance to developers in recent years.

As of year end 1996, the Nashville market had 1.2 million square feet of industrial space under construction. Anthony Martin of CB Commercial states "Nashville is now perceived as an industrial market that can support higher levels of speculative space, because we have higher levels of activity. That is expected to continue because of the strong position of REITs in the marketplace, such as Security Capital Industrial, First Industrial, and Weeks." The character of Nashville industrial development has historically been of low quality compared to other markets. However, with the developments by Security Capital Industrial, Weeks and Trammel Crow, the quality has stepped up to be comparable quality as other major industrial markets. Brokers have reported that the lack of large block space has been a hinderance to attracting tenants to this market. However, with increased development activity of good quality space, interest in Nashville has increased substantially over 1996 into 1997.

Hotel Market

Data obtained from the Nashville Convention and Visitors Bureau, indicates the Nashville hotel market has sustained a relatively healthy occupancy of 71+% since 1991. Occupancy rates have increased to a level that allows appreciation in average daily room rates. As a result, the Metropolitan area experienced the beginning of new hotel construction in 1994 which has continued through 1997. The significant amount of new construction, particularly in the Opryland and Brentwood/Franklin submarkets is bringing up warning signals relative to potential oversupply. However, current year 1997 occupancy figures are not yet available to determine the impact on the hotel market or the average daily rates. The increase in development activity is in

Nashville Hotel Market

[GRAPH OMITTED]


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Metropolitan Area Analysis, cont'd.

anticipation of demand generated from the general expanding economy, particularly in the Brentwood/Franklin submarket, and the anticipated growth in convention business from the recently completed Nashville Arena and the Opryland Hotel over flow from its recent room expansion and resulting convention business growth. Discussions with hotel managers as far out as the Brentwood market indicate that they have been positively impacted by the increased convention activity. As a result, the hotel market should be viewed with caution relative to any additional new construction over the next one to two years.

Conclusions

In summary, the Nashville economy has been very strong and well positioned for expansion. Its diversification tends to mitigate extremes of boom and bust, of inflation and recession, and insures strong, stable growth well into the future. The area is benefitting from Substantial growth in in all areas of the economy from 1994 through 1996. The initial real estate market indicators suggest that 1997 is continuing at a similar pace, but slightly moderated. The economic data suggest that Nashville has risen to another plateau from which fluctuations in the economy will be measured. Thus, any moderation in 1997 as compared to 1995 and 1996 would be normal based on long-term historical data; however, the economic factors would still reflect levels significantly higher than levels prior to 1994. In other words, any graphical analysis of near term future trends should reflect a leveling of the graph following the significant rise in 1994. The only questionable economic leading indicator is the reported significant decline in job growth, which can affect all market types.

Nashville's central location and superior transportation routes give the city a unique character as the hub of a broad spectrum of commercial activity. Finance, government, education, medical and health, retail trade, manufacturing, tourism and all of the support industries insure the economic viability of Nashville for many years to come. As the state capitol, Nashville will continue to benefit from the amenities capitol cities traditionally enjoy in government expenditures.

Affects on Real Estate

After several years of declining rental rates and low occupancy levels, alii sectors of the real estate market have had substantial increases in occupancy and began to experience increasing effective rental. rates, resulting in the justification of new construction. The markets to initially rebound were the single family, apartment and industrial markets. The office and retail markets were lagging in the rebound; however, both of these markets have fully recovered with new construction beginning in 1995 and 1996 at a pace that generally matches demand. The two submarkets that must be watched closely due to significant new construction completed over the past year and under construction as of late 1997 are the apartment and hotel markets.

As a result of all the recent economic and population growth, institutional investors are increasingly interested in the Nashville market after ignoring this second tier market during the recession. This is supported by increased institutional investor transactions in the apartment, office and industrial markets. Despite the the recent low job growth, discussions with institutional investors indicate a strong interest in the Nashville market. In fact, despite the large amount of new apartment construction, national investors are still interested in the Nashville apartment market, but becoming slightly more cautious.


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Metropolitan Area Analysis, cont'd.

The positive growth from 1994 through 1996 and into 1997 for the Nashville economy and real estate market has been beneficial for the subject's property type and the subject property. The outlook for 1998 is positive for Nashville with no significant adverse conditions expected, with the exception of the apartment and hotel markets. As a result, most properties should continue to experience healthy occupancy levels and achieve reasonable appreciation in rents.

The following exhibits provide additional general data of interest about the Nashville area.


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                                             Metropolitan Area Analysis, cont'd.
--------------------------------------------------------------------------------

                            21 Largest Nashville Area
                                 Major Employers

--------------------------------------------------------------------------------
          Firm                            Product/Industry          Employees
--------------------------------------------------------------------------------
1         Tennessee State Government      Government                18,147
--------------------------------------------------------------------------------
2         Vanderbilt University and       Education                 12,000
          Medical Center
--------------------------------------------------------------------------------
3 (tie)   Gaylord Entertainment           Hotel, Amusement Park     10,000
                                          & Entertainment
                                          Company
--------------------------------------------------------------------------------
3 (tie)   Metro Nashville and Davidson    Government                10,000
          County
--------------------------------------------------------------------------------
5         United States Government        Government                9,900
--------------------------------------------------------------------------------
6         Metro Nashville and Davidson    Education                 9,340
          County Schools
--------------------------------------------------------------------------------
7         Columbia/HCA Health Care Corp.  Hospital Company          7,000
--------------------------------------------------------------------------------
8         Nissan, USA                     Light Trucks/Cars         6,000
--------------------------------------------------------------------------------
9         Kroger Food Stores              Retail Food Stores        5,944
--------------------------------------------------------------------------------
10        Shoney's, Inc.                  Hospitality &             4,165
                                          Restaurant
--------------------------------------------------------------------------------
11        South Central Bell              Telecommunication         3,507
          Telephone Co.
--------------------------------------------------------------------------------
12        Baptist Hospital                Health Care Facility      3,000
--------------------------------------------------------------------------------
13        Saint Thomas Hospital           Health Care Facility      2,924
--------------------------------------------------------------------------------
14        Sumner County Public Schools    Public School System      2,830
--------------------------------------------------------------------------------
15        Bridgestone/Firestone, Inc.     Tire Manufacturer         2,540
--------------------------------------------------------------------------------
16        Rutherford County Government    County Government         2,500
          & Public Schools                & Public School
                                          system.
--------------------------------------------------------------------------------
17        State Industries, Inc.          Water Heater Mfg.         2,400

--------------------------------------------------------------------------------
18        Whirlpool Corp.                 Maker of Air              2,300
                                          Conditioners,
                                          Refrigerators,
                                          Dehumidifiers
--------------------------------------------------------------------------------
19        First American Corp.            Bank Holding Company      2,195
--------------------------------------------------------------------------------
20 (tie)  Castner Knott Department        Retail Stores             2,000
          Stores
--------------------------------------------------------------------------------
20 (tie)  Ingram Industries Inc.                                    2,000


Source: Nashville Area Chamber of Commerce and employer representatives


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Metropolitan Area Analysis, cont'd.

Nashville's Most Popular Tourist Attractions

                              Ranked by Attendance

--------------------------------------------------------------------------------
Attraction                                                           Attendance
--------------------------------------------------------------------------------
Opryland USA                                                          2,247,000
--------------------------------------------------------------------------------
Grand Ole Opry(1)                                                       765,000
--------------------------------------------------------------------------------
Cumberland Science Museum                                               552,537
--------------------------------------------------------------------------------
General Jackson Showboat(1)                                             430,400
--------------------------------------------------------------------------------
Nashville Zoo                                                           286,922
--------------------------------------------------------------------------------
Country Music Hall of Fame & Museum                                     281,237
--------------------------------------------------------------------------------
The Hermitage (Pres. Andrew Jackson's Home)                             268,500
--------------------------------------------------------------------------------
The Ryman Auditorium(2)                                                 200,000
--------------------------------------------------------------------------------
Cheekwood Botanical Gardens & Museum of Art                             123,913
--------------------------------------------------------------------------------
The Parthenon                                                           117,297
--------------------------------------------------------------------------------

Source: Tennessee Department of Tourism Development.


--------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 29


Metropolitan Area Map

[GRAPHIC OMITTED]


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WILLIAMSON COUNTY ANALYSIS

Introduction

The population and demographic information of Williamson County as it compares to the Nashville Metropolitan area has been presented in the Metropolitan Analysis. This analysis focuses on the specific Williamson County data not presented in the previous

Metropolitan Analysis.

The city of Franklin is located in central Williamson County in the heart of the rolling hills of Middle Tennessee. The city is situated approximately 18 miles southeast of the Central Business District of Nashville via IH-65. This interstate highway provides quick and easy access to the major employment centers in Nashville and its surrounding communities.

The area also has a rich and colorful history. Because of its rich soils and the founding of the county seat of Franklin in 1799, Williamson County became an agricultural center in the Old South. Plantations flourished and by the time of the Civil War, it was one of the richest counties in the state. The county played an important part in the Civil War, with the Battle of Franklin being one of the most decisive and bloody battles of the entire war. Many of the homes and buildings from this era remain standing. The entire 15-block original downtown area of Franklin and many of the old farms in the scenic countryside of Williamson County are listed in the National Register of Historic Places.

Effective Buying Income

Effective buying income (EBI) is defined as personal income less taxes. This is also referred to as "disposable personal income". Williamson County's total estimated effective buying income was $2,306,757,000 for 1994. According to Sales and Marketing Management Survey of Buying Power printed in August 1995, total retail sales in Williamson County for 1994 were $1,011,944,000.

Williamson County exhibits the highest per capita income in the State of Tennessee. The most recent data available indicates that the per capita Median Household Effective Buying Income in December, 1994 for Williamson County was $53,771.

Economic Base and Trends

Franklin is experiencing a healthy economy which is well balanced between industry and agriculture. Over $30,000,000 income from all agricultural products is received annually. Tobacco is the county's largest cash crop. Williamson County boasts one of the lowest unemployment rates in the state, 2.2% annually for 1994.

Williamson County's location exhibits a combination of locational, geographical and demographic characteristics which make it a popular area for development. Because of strict zoning regulations and cautious city and county governments, development of commercial property is dominated by master-planned projects.

The Crossroads South Industrial Park consists of approximately 200 acres located in the southwest quadrant of IH-65 and Moores Lane. Situated within the corporate boundaries of both Franklin and Brentwood, this development is approximately 80% built-out and contains office, office/warehouse, office/showroom, warehouse, and industrial buildings. Both owner-occupied


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Williamson County Analysis, cont'd.

and speculative projects are constructed or planned for Crossroads South. Brentwood/Interstate 65 Industrial Park is also located at the interchange of Interstate 65 and Moores Lane, at the northwest corner, and is 100% sold-out with Service Merchandise being the anchor tenant and owning 41 acres in the development. Service Merchandise is also adding on to their national headquarters complex. The remainder of the Brentwood/Interstate 65 Industrial Park consists of small user-oriented buildings on one to two acre sites.

Chattanooga based CBL & Associates, Inc. completed the development of the CoolSprings Galleria Mall. The development opened August 7, 1991 and is located in the southwest quadrant of Moores Lane and IH-65. The mall, containing 1.4 million square feet on an 89 acre site, currently has five anchor tenants - Castner Knott (187,000 SF), Dillard's (200,000 SF), Sears (116,000 SF) and the recently opened J.C. Penny in 1993 (102,000 SF) and Parisians in 1994 (135,000 SF). A new interstate interchange was constructed in conjunction with the mall development that facilitates access to the mall and the land areas on both sides of IH-65. An additional 1,000+/- acre land development surrounding the mall and on the opposite side of the interstate has received preliminary approval from the City of Franklin for several million square feet of mixed use commercial space as well as some residential development on the east side. The land area will be developed over an estimated 20 year period and is planned for commercial uses such as multi-family, single family, business parks, neighborhood retail centers, restaurants, hotels and office buildings. Hines Development from Atlanta is the managing partner of a partnership that purchased the 1,000+/- acres from the RTC. As a result, a 50 acre parcel has been sold for the development of the 240,000 SF Primus operations facility with intentions of future expansion. In addition, a 36 acre parcel has been sold for development as a retail power center. With the significant development on the north side of the mall, the mall area has become the strongest new retail development area of the Metropolitan area. The CoolSprings Galleria Mall and land development are located in both the Brentwood and Franklin city limits.

Transportation

Franklin and Williamson County are served by a major railroad and three major freight lines maintain headquarters in Franklin. There is direct daily bus service and twelve major airlines currently serve the International Airport in Nashville, approximately 18 miles northeast of Franklin. Major north-south traffic arteries through Williamson County include IH-65, US-31, US431, SH-6, SH-11, SH-106, Old Hillsboro Road and Wilson Pike. Major east-west arteries include IH-40 (extreme northwest section of the county), and SH-96. A new artery within Franklin is the Mack Hatcher Bypass (SH-397) which makes a semi-circle from US-431 on the northside heading east/southeast to US-31 on the southside of Franklin. Proposed IH-840 is tentatively scheduled to begin construction in Williamson County in the late 1990's. IH-840 when completed will link IH-40 to IH-65.


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Williamson County Analysis, cont'd.

Government and Community Services

The governing body of Franklin consists of a mayor and eight aldermen. Municipal services are provided by the city and paid for by city taxes. County government is composed of the county commission with a county executive and 24 commissioners with two representing each of the 12 voting districts.

Services include police and fire department, street lighting, sewage facilities and road maintenance. United Cities Gas Company provides natural gas to the area, while electric power is supplied by the Middle Tennessee Electric Membership Corporation. Water is provided by the Harpeth Valley Utility District and telephone services are provided by South Central Bell Telephone Company.

Public schools are provided by the Williamson County School District, generally regarded as one of the best districts in the State in terms of the number of graduates continuing on to higher educational institutions. According to officials with the school district, Brentwood High School had the highest rate of continuation in 1990 with 89.6% of the graduating class indicating their intention to enter colleges, junior colleges, or universities. The Williamson County School District had a total enrollment in excess of 11,500 in 1990-91. The school district has 18 elementary, middle, and high schools. The total budget for the school district was in excess of $40 million in 1990-91. Private schools in the area include Battle Ground Academy, Brentwood Academy, Harpeth Academy, and Franklin Christian Academy. Columbia State Community College has a branch campus in Franklin as well.

There are seven banks and three savings and loan associations in Franklin and additional banks are located throughout the county. Health care is provided by one hospital with 144 beds. The county is serviced by one clinic, 57 doctors, 27 dentists and 5 nursing homes with 425 beds.

Recreational activities in Franklin and Williamson County include fishing, boating, and swimming in nearby TVA lakes and state parks. The James Warren City Park in Franklin includes five ball fields and eight tennis courts. Forest Crossing public golf course is available along with two private country clubs providing recreational activities.

Summary

In summary, continued growth is anticipated for Williamson County primarily because of its close proximity to the economic advantages of the Nashville Metropolitan Area, upper middle class demographics and strong reputation as the better suburban area of Metropolitan Nashville. Property values should remain stable as new residents move to the area, and the demand for supporting commercial and retail services should continue to increase. The quality of life is considered very good, with the state's highest per capita income level expected to continue in the near future. The extended outlook for the county is positive given the favorable level of ecomonic diversification in the area.


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                                   County Map

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                                                           NEIGHBORHOOD ANALYSIS
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Neighborhood Defined

A neighborhood, as defined by the 9th edition of The Appraisal of Real Estate is "a grouping of complementary land uses" affected by similar operation of the four forces that affect property value. These forces include social, economic, governmental and environmental factors. A neighborhood is further defined by the revised edition of Real Estate Appraisal Terminology as being a portion of a larger community, or an entire community, in which there is a homogeneous grouping of inhabitants, buildings or business enterprises. Neighborhood boundaries may consist of well-defined natural or manmade barriers or they may be more or less defined by a distinct change in land use or in the character of the inhabitants. The overriding purpose of describing and analyzing a particular neighborhood is to observe and/or quantify data indicating discernible patterns or urban growth, structure and change that may enhance or detract from property values.

Neighborhood Boundaries

North:    Liberty Pike

East:     IH-65
South:    Franklin city limits
West:     Mack Hatcher Bypass (SH-397)
Size:     2 square mile

      Comments: The boundaries for the subject neighborhood were chosen because

they contain homogeneous and dependent land uses delineated by distinct man-made boundaries.

General Neighborhood Data

Distance from CBD:                        16 miles south of Nashville CBD; 4
                                          miles east of Franklin CBD

Distance from Airport:                    20 miles southeast

Percent Built-Up:                         85%

General Land Uses:
   Single Family:                         65%; typical value range - $130,000 to
                                          $250,000
   Apartment:                             10%
   Retail, Office:                        20%
   Industrial, heavy commercial:          0%
Types of Commercial Tenancies:
   Predominant:                           Multi-tenant
   Secondary:                             Single tenant
Predominant Property Age Range:           1970's - 1990's
Neighborhood Life Cycle Stage:            Growing
Public Transportation:                    None, typical

Comments: This area is delineated as the subject neighborhood because it contains generally homogeneous land uses predominantly in the form of commercial/retail development on SH-96 with an economic support base provided by the single-family residential housing in the remainder of the locale. The SH-96 commercial corridor is the primary commercial district for the majority of Franklin.


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NEIGHBORHOOD ANALYSIS

Trends

General Neighborhood History: Neighborhood centers in the commercial corridor formed by SH-96 have flourished in recent years. SH-96 is characterized as an intense "highway" type commercial corridor that traverses east-west through the town of Franklin. Development along this thoroughfare includes new and used auto dealerships, fast-food and family style restaurants, gas station/convenience stores, a hotel development and several strip shopping centers. Two shopping centers were developed in 1988. The Mitchell Company developed the Watson Glen shopping center which consists of approximately 250,000 square feet. The anchor tenants are K-Mart and Red Food Store. This center is located at the southwest corner of Center Place and Royal Oaks Boulevard immediately south of SH-96 within the Watson Glen land development. Sharondale Properties developed the 334,000 square foot Williamson Square shopping center on the north side of SH-96 at Southwinds Drive. The center is well occupied and is anchored by Kroger and Walmart stores. Other shopping centers located in the neighborhood include Alexander's Plaza and The Maples.

Residential development is generally single-family residential and consists of several newer developments. These homes are typically priced in the mid to upper price range of homes in the area and are located on varying sized lots. Residential development tends to have good access and is generally medium density, masonry, with a typical age of 1 to 10 years old. Recent data indicates that the average sale price of homes in this mid section of the Williamson County sub-market ranges from $150,000 to $250,000 depending on the amount of land allocated and the size house positioned on each property. Residential development in the immediate area of the subject consists of mostly single family developments and multi-family developments.

New Development: Large tracts of vacant land are becoming more scarce as the neighborhood undergoes transition from agricultural estates to commercial/residential use. The area is estimated to be 80% to 85% developed at the present time. Commercial land along SH-96 between IH-65 and Mack Hatcher Boulevard is approaching 100% developed tracts. In fact, evidence of redevelopment of small tracts by demolishing 20+/- year old improvements has already begun. Land values and rental rates in the subject neighborhood have increased at above average rates over the past several years in response to 1) the Saturn Plant, located approximately 12 miles south of Franklin, 2) development of Cool Springs Mall area including the Ford Primus office building
3) the excellent reputation of this area for education, quality of development, and per-capita income that has caused significant demand for residential development.

Recent commercial development announcements or completions for the area primarily include shopping center or retail developments. The first development is located just beyond the neighborhood boundary on SH-96 east of IH-65. The center is anchored by Food Lion and Revco. The development is nearing completion. The second development is a 6.5 acre site at the southwest corner of SH-96 and Southwinds Drive across from Williamson Square shopping center. The developers have replatted the site from its former eight parcels to four parcels with cross easements. The parcels are being marketed to freestanding retail users with recent building completions by Eckerd and Hollywood Video.

New residential development activity has been ongoing on the north side of the neighborhood along Liberty Pike between Mack Hatcher Parkway and Royal Oaks Boulevard. These single family developments are typically targeting the $150,000 to $250,000 home price


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NEIGHBORHOOD ANALYSIS

range. The most recent activity is the recent site work that has begun on Cheswick Farms (Phillips Builders) and Andover (Advantage Homes) immediately west of Royal Oaks Boulevard.

The Centennial High School was constructed by the City of Franklin and opened for the first time in September 1996. The school is located in the northeast quadrant of Royal Oaks Boulevard and the recently widened Liberty Pike. The school abuts IH-65 and serves as a good buffer to the single family development to the west. In conjunction with the school, Royal Oaks Boulevard is being extended northward to Jordan Road and will connect with Mallory Lane which will extend southward from the Cool Springs Mall area. This is anticipated to have a very positive affect on the neighborhood providing good access to the school and the employment and retail center of the mall area.

Historically, apartment construction has been limited in this area of Franklin. However, two properties are either under construction or very recently completed in the neighborhood or slightly beyond the defined boundaries. River Oaks is a 200 unit project completed in 1997. The property is located at Royal Oaks Court and Mack Hatcher Parkway, south of SH-96. United Dominion, a REIT, is currently developing the first phase of a 364 unit project located east of IH-65 on the east side of South Carothers Road, south of SH-96.

Conclusions

In summary, the subject neighborhood is located in one of the highest growth counties in Tennessee. Williamson County has proven to be one of the most popular areas for single-family housing in the Nashville Metropolitan area and high-quality commercial development is moving into the area as well. Williamson County public schools are rated among the highest in the state and the city of Franklin has a very diverse cultural background. The presence of the Cool Springs commercial development immediately to the north along with numerous existing and new residential subdivisions will most probably affect the subject's neighborhood in a positive way and allow for anticipated quality growth.


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                                Neighborhood Map

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                                                                   SITE ANALYSIS
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Location: 1122 Murfreesboro Road (SH-96); SWC Southwind Drive and SH-96.

Comments: SH-96 is also referred to as Murfreesboro Pike which is the official address of the subject property.

Size:
      Acres:                              1.665
      Square Feet (SF):                   72,512 SF
      Source:                             Metes and bounds description and
                                          subject site plan completed by Ragan
                                          Smith Associates, dated 2/11/97.

Shape:                                    Rectangular

Frontage:
      SH-96:                              182.66'
         Street Type:                     Major east-west state highway; serves
                                          as a primary traffic artery for the
                                          City of Franklin and middle Williamson
                                          County. The road is a four lane
                                          thoroughfare plus turn lane.

      Southwinds Drive:                   325.22'
         Street Type:                     Interior collector street; serves as
                                          the primary ingress and egress street
                                          for the Southwinds residential
                                          development immediately south of the
                                          subject. The road is a two lane
                                          street.

Visibility:                               Good. No limiting factors noted

Ingress/Egress:                           Good. No limiting factors noted.
                                          Access from SH-96 is not permitted.
                                          Access is only available from
                                          Southwinds Drive. This is actually
                                          considered a positive characteristic
                                          at this specific location. Traffic is
                                          typically very congested at this
                                          location because of SH-96 being a
                                          primary artery used to access Franklin
                                          from IH-65 and the high concentration
                                          of retail development at the location.
                                          A traffic signal is located at
                                          Southwinds Drive providing orderly
                                          access to the Williamson Square
                                          (330,000+/-SF) shopping center on the
                                          north and the residential development
                                          to the south. Thus ingress/egress from
                                          east and west bound SH-96 traffic is
                                          more manageable and easier from
                                          SouthwindsDrive via the traffic signal
                                          than from SH-96. In addition, the
                                          Williamson Square shopping center
                                          outparcels across SH-96 from the
                                          subject have similar type access.


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                                                          Site Analysis, cont'd.
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                                          The subject tract is actually accessed
                                          by an easement that extends from
                                          Southwinds Drive. The easement
                                          provides access to four Parcels
                                          including the subject.

Topography:                               Level; below road grade of SH-96 to
                                          level in general; at SH-96, the site
                                          is approximately 5' to 8' below street
                                          grade, but is at street grade of
                                          Southwinds Dive at the rear of the
                                          site.

Subsoil Conditions
& Drainage:                               The appraisers are not aware of an
                                          engineering study made to determine
                                          the subsoil conditions. Upon
                                          inspection of the subject and
                                          surrounding improvements, conditions
                                          appear adequate to support the subject
                                          structure. Drainage appears to be
                                          adequate.

Flood Plain:                              No
   FEMA Map #:                            470206-0008 D
   Effective Date:                        07/15/88
   Net Usable Acreage:                    1.665

Nuisances & Hazards:
Environmental:                            Based on our site inspection, the
                                          appraisers did not observe any
                                          specific hazardous materials on the
                                          subject site. The appraisers are not
                                          qualified to detect such substances
                                          and would recommend an environmental
                                          audit be performed by an expert in
                                          this field to determine the possible
                                          existence of any potentially hazardous
                                          substances. No responsibility is
                                          assumed by the appraisers for any such
                                          conditions and the value estimate
                                          contained in this report is predicated
                                          on the assumption that there are no
                                          such hazardous materials existing on
                                          the site.

General:                                  No other nuisances or potential
                                          hazards were noted.

Easements:                                Neither the survey nor the on-site
                                          inspection of the property indicated
                                          any unusual or detrimental easements
                                          other than typical utility easements.

Surrounding Land Uses:                    The surrounding land use patterns are
                                          mostly comprised of retail and
                                          commercial development. East of the
                                          subject is a Toyota automobile
                                          dealership with an animal clinic and
                                          Arby's restaurant beyond. North of the
                                          subject is the 330,000+ SF Williamson
                                          Square shopping center. Outparcels
                                          fronting the shopping center site
                                          include a Pizza Hut at the northeast
                                          comer of Southwinds Drive and SH-96,
                                          SunTrust Bank at the northwest comer,
                                          Franklin National Bank across from the
                                          northwest corner of the subject site
                                          and a


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                                                          Site Analysis, cont'd.
--------------------------------------------------------------------------------

                                          freestanding, good quality
                                          construction restaurant (ChopHouse)
                                          across SH-96 and west of the subject
                                          site. The west side of the subject is
                                          abutted by the existing/proposed two
                                          tenant retail building that is leased
                                          to Hollywood Video (existing) and
                                          preleased to a proposed Jiffy Lube.
                                          Beyond the two tenant parcel is the
                                          Maplewood Shopping Center which was
                                          constructed in the mid-1980's. South
                                          of the subject are the two remaining
                                          vacant outparcels from the original
                                          6.607 acre tract. A self storage
                                          facility and the Southwinds Apartments
                                          are located beyond the these vacant
                                          parcels.

Conclusion: The subject site is compatible with surrounding parcels both in physical features and use. Additionally, it is functionally adequate for development of any potential feasible development consistent with surrounding land uses. The site currently has limited improvements in the form of an existing street that will have to be razed; however, with the remainder of the site being generally level to slightly sloping, this is not considered to have a negative impact on value.

The reader is directed to the site analysis exhibits provided on the following pages.


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SITE PLAN MAP

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TAX PLAT MAP

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FLOOD PLAIN MAP

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DESCRIPTION OF IMPROVEMENTS

The data and analysis included in this report section describes the building and improvement data relevant to the appraisal problem. Sources of the data are identified and information not available to the appraiser is noted where necessary. The data presented is analyzed based upon the functional utility and physical condition relative to their influence on the value conclusion of this assignment.

Property Type and Character

Property Type:                            Retail; build-to-suit for an Eckerds
                                          freestanding drugstore

Building Age:
   Year Built:                            1997
   Actual Age:                            0 years
   Total Economic Life:                   50 years*
   Effective Age:                         0 years*
   Remaining Economic Life:               50 years*

* See Condition Analysis to follow

Comment: The building was completed and Eckerds opened for business November 1, 1997, or approximately three weeks prior to the effective appraisal date.

No. of Stories:                           1

Size:
   Gross Building Area (GBA):             11,293 SF
   Net Rentable Area (NRA):               10,908 SF
   Source:                                Site plan; prototype for Eckerds
                                          Drugstore properties
   Floor-to-Area Ratio:                   0.16:1

Building Dimensions:                      140' depth - 80.6' width

Comment: The subject building is a build-to-suit development for an Eckerd drug store. The space is rectangular and adaptable to other tenants or possibly subdivision into multi-tenant space if Eckerd vacates. The building has a drive-thru canopy and window.

Tenancy:
   No. of Tenants:                        1
   Type Occupancy:                        Single Tenant; freestanding
                                          build-to-suit
   Current Physical Occupancy:            100% (preleased)


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                                            Description of Improvements, cont'd.
--------------------------------------------------------------------------------

General Construction Components

Data Sources:
Building Plans Provided:                  Limited Plans and specifications were
                                          made available to the appraiser.
                                          Drawings were completed by Ragan Smith
                                          Associates and dated 02/11/97. Other:
                                          Property inspection by the appraisers,
                                          discussions with representatives of
                                          the property owner.

Foundation:                               Concrete slab

Structural System:                        Concrete block

Roof System:                              Sloping; built-up composition cover
                                          over metal rib decking on steel-bar
                                          joists.

Exterior Walls:                           Painted split faced block; 8" blocks
                                          three rows high at bottom, remainder
                                          is 4" block. Trimed with EIFS and
                                          dryvit bands and parapet wall at and
                                          above roof line.

Exterior Doors:                           Storefront tempered glass in aluminum
                                          frame

Exterior Windows:                         Tempered glass in aluminum frame
                                          across upper 4' of store front wall

Electrical:                               Electrical fixtures and systems are
                                          assumed to be average quality. Average
                                          commercial service. Assumed to comply
                                          with all governing codes and good
                                          industry standard practice.

H.V.A.C.:                                 100% Packaged HVAC

Plumbing:                                 A men's and women's restroom. Adequate
                                          plumbing.

Site Improvements

Signage:                                  Pylon sign at corner of site

Parking Area:                             Heavy duty asphalt in driving areas
                                          and light duty asphalt in parking
                                          areas. Ample parking spaces provided
                                          for tenant

No. of Spaces:                            83


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                                            Description of Improvements, cont'd.
--------------------------------------------------------------------------------

      No./1,000 SF of GBA:                7.61/1,000 SF

Concrete Walks:                           Concrete along store front and
                                          partially along east elevation

Drive-Thru Window:                        An approach ramp and drive thru window
                                          covered by a canopy is positioned on
                                          the west side of the building.

Condition/Quality

Construction Quality:                     Good

Condition of Improvements:                Excellent

Effective Age Analysis

The improvements actual age is 0 years. The typical economic life for similar structures is 50 years. Inasmuch as the subject will be new construction, a 50 year remaining economic life is considered reasonable before significant capital expenditures would be required to extend the economic life. This yields an estimated 0 year effective age.

Functional Utility Analysis

The overall property is considered to have average functional utility based upon the property type and use. The placement of the building on the site is considered to be functional with good visibility from the road.


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SITE PLAN

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ELEVATIONS

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ELEVATIONS

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PHOTOGRAPHS OF SUBJECT PROPERTY

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View of the subject facing south from across SH-96.

[GRAPHIC OMITTED]

View of subject facing south from SH-96 frontage.


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Photographs of Subject Property, cont'd

[PHOTO OMITTED]

SH-96 facing east; subject on the right.

[PHOTO OMITTED]

SH-96 facing west; subject on the left.


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SUBJECT PROPERTY ZONING

Subject Zoning Data Summary

Subject Zoning Designation:          GC General Commercial

Zoning Authority:                    City of Franklin

Purpose of Zoning District:          The character of the of the General
                                     Commercial District is defined as that
                                     which is primarily intended to meet the
                                     needs for heavy retail commercial uses. The
                                     service area of the district should cover a
                                     radius of three to five miles, have a
                                     driving time of 10 to 20 minutes and serve
                                     a population of at least 10,000 persons.
                                     Access control shall be emphasized because
                                     of the high traffic generation created by
                                     general commercial uses. General commercial
                                     uses should be placed into cohesive
                                     groupings that can take advantage of major
                                     thoroughfares for traffic dissemination.

Permitted Uses:                      The zoning district permits group homes,
                                     community centers, churches, day care, and
                                     other community uses; nursing homes and
                                     retirement centers; medical clinics,
                                     laboratories and hospitals; office; all
                                     business and personal service uses; all
                                     retail and wholesale trade uses except
                                     industrial sales and supplies. Industrial
                                     uses and services are generally prohibited.

Regulations

Front Yard:                          30'
Side Yard:                           15'
Rear Yard:                           25'
Minimum Landscape Surface
 Ratios:                             20%
Maximum Floor Ratio (FAR):           30%
Maximum Height:                      35'

Required Off-Street Parking:         Generally use specific.Following provides
                                     examples (spaces/SF).
    Office:                          1 sp/300 SF
    Office/Showroom:                 1 sp/500 SF
    Convenience Store:               1 sp/1,000 SF
    General Retail:                  1 sp/200 SF
    Restaurant:                      1 sp/100 SF plus 1
                                     sp/employee for largest
                                     shift

Planning Commission Approval:        A site plan has been approved by the
                                     Planning Department and the Planning
                                     Commission.

Improvements Conformity:             The proposed uses conform to the zoning
                                     regulations.


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Subject Property Zoning, cont'd.

Other Private, Public or Legal Restrictions

Deed Restrictions: None known to the appraisers

Public Restrictions: None known to the appraisers

The reader's attention is directed to the zoning map exhibit presented on the following page.


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ZONING MAP


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HIGHEST AND BEST USE

Introduction

In highest and best use analysis, an appraiser identifies the most profitable, competitive use to which a property can be utilized. Highest and best use may be defined as:

The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value.1

Proper analysis includes consideration of the highest and best use of a given property 1) as if vacant, and 2) as improved. The purpose of determining the highest and best use of land as though vacant is to identify a site's potential use, which governs its value. The purpose of determining the highest and best use of property as improved is to identify the use that is expected to produce the greatest overall return on the capital invested, and to assist the appraiser in the selection of comparable properties.

A property's highest and best use must be 1) physically possible, 2) legally permissible, 3) financially feasible, and 4) maximally productive. These criteria will be considered sequentially and conditionally in this section of the appraisal report.

The highest and best use analysis and conclusions form the foundation for the application of the three approaches to value and the reconciliation and final value estimate. The data presented in the previous sections of this report is analyzed and used as support for establishing the opinion of highest and best use. Therefore, only the more distinctive characteristics from each section that have substantial impact on the highest and best use are analyzed. The reader is referred to the previous sections for the detailed data.

Highest and Best Use as Vacant

The initial step in analyzing the highest and best us of the appraised property is to consider the land as if vacant. Highest and best use of land or a site as vacant assumes that a parcel of land is vacant or can be made vacant by demolishing any improvements.

1. Physically Possible

The size, shape, location, topography, and surrounding land use pattern of a parcel of land affects its physical utility and adaptability. These and other physical characteristics are considered in analyzing the physical capabilities of the site and most probable uses.

      Report Section Reference:      Site Analysis and Neighborhood Analysis

      General Site Features:
        Physical Characteristics:    The Rectangular shape, frontage, Level
                                     topography, soil conditions and 1,665 acre
                                     size are functional for almost any type of
                                     development consistent with neighborhood
----------

The Appraisal of Real Estate, Ninth Edition, (Chicago: American Institute of Real Estate Appraisers, 1987), p.269.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 56

                                                   Highest and Best Use, Cont'd.
--------------------------------------------------------------------------------

                                     trends. No unusual site development costs
                                     would be required.

Utilities & Services:                All public utilities are available to the
                                     site in adequate supply and capacity to
                                     permit development of any probable use of
                                     the site. The site fronts on a high traffic
                                     public street that is in good condition.

Functional Utility:                  Considering the general site features, the
                                     functional utility and physical
                                     adaptability of the subject site is
                                     considered average and will allow most any
                                     typical development prevalent in the area.

Surrounding Land Uses:               The surrounding land use patterns are
                                     mostly comprised of retail and commercial
                                     development. The development includes
                                     restaurants, branch banks, car dealerships
                                     and shopping centers along SH-96. Uses to
                                     the south include vacant land, a self
                                     storage facility and residential uses
                                     beyond. The site abutting the subject to
                                     the west will be developed with a two
                                     tenant retail building preleased to Boston
                                     Market restaurant and Hollywood Video.
                                     Thus, surrounding land uses indicate a
                                     retail or commercial use consistent with
                                     the SH-96 frontage and commercial corridor.

      Physically Possible Conclusion: The physical characteristics of the site

and available utilities and services are adequate for a variety of uses and do not significantly limit the potential development of the site except to the density which would be allowed under the current zoning.

2. Legally Permissible Uses

The analysis of legally permissible uses of the property includes consideration of zoning ordinances, private and deed restrictions, historic district controls and environmental regulations.

Report Section Reference:            Zoning Analysis

Zoning Designation:                  GC -General Commercial

Permitted Uses:                      Intended to provide adequate and suitable
                                     space for a wide variety of commercial
                                     activities. Activities that are permitted
                                     by fight are convenience sales and
                                     services, automotive parking, transient
                                     habitation, food service, medical service,
                                     and financial services. See Zoning Analysis
                                     for more information.

Deed Restrictions:                   None known to the appraisers

Public Restrictions:                 No public restrictions are known.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 57

                                                   Highest and Best Use, Cont'd.
--------------------------------------------------------------------------------

Possibility of
  Zoning Change:                     Not Likely; given recent site plan
                                     approval.

Legally Permissible Uses Conclusions: Based upon the factors analyzed and the legally permissible uses for the subject, the best uses appear to be retail services.

3. Financially Feasible

In determining which uses are physically possible and legally permissible, an appraiser eliminates some uses from consideration. Then the uses that meet the first two criteria are analyzed further to determine which are likely to produce an income, or return, equal to or greater than the amount required to satisfy operating expenses, financial obligations and capital amortization. All uses that are expected to produce a positive rerum are regarded as financially feasible.

Most Probable Uses:                  Based upon the analysis of physically
                                     possible uses and legally permissible uses,
                                     the best and most probable uses are limited
                                     to single tenant or limited multi-tenant
                                     retail space.

Feasibility:                         All of the most probable uses listed above
                                     are considered financially feasible based
                                     upon land values in the immediate area.

  Income:                            The use with the highest potential net
                                     operating income is retail sales,
                                     especially a pad site user such as the
                                     proposed drugstore, restaurant, branch bank
                                     or other single tenant retail store pad
                                     user.

  Occupancies:                       Overall occupancy for retail shop space in
                                     the area is estimated to be near 95%+.

                                     The demand for sites in the subject's
                                     immediate locale is evident by the approval
                                     of sites for single tenant development
                                     parcels for Walgreen, Eckerd, Hollywood
                                     Video and Boston Market. In addition,
                                     Harris Teeter had approved the site for a
                                     grocery store. As noted in the Subject
                                     Sales History, Walgreen and Eckerd both
                                     approved the subject site and had
                                     developers submit contracts to purchase the
                                     parcel. The single tenant "pad site" type
                                     users typically generate the highest values
                                     on a per square foot basis as compared to
                                     most other commercial uses. However, these
                                     potential users typically value a site on
                                     the basis of the total purchase price, so
                                     long as the site meets the minimum size and
                                     location requirements. This is particularly
                                     true of the new freestanding drag store
                                     prototypes, which is a relatively new
                                     concept over the past two years.
                                     Previously, these drug store companies had
                                     typically been in-line shopping center
                                     tenants. The freestanding


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 58

Highest and Best Use, Cont'd.

drugstores typically pay the highest price for a site that meets their requirements.

Most other potential users will pay
substantially lower prices.

Given the fact that two major drugstores
approved the subject site and had
developers submit contracts, and noting
that Eckerds Drugstore is the proposed use
for the subject, a freestanding drugstore
is considered the use that will feasibly
generate the highest return to the land.

Feasibility Conclusion: The analysis of potential income and return on investment as well as demand (occupancy) indicates that a freestanding drugstore would yield the highest return.

4. Maximally Productive

A comparison of the financially feasible uses indicates that retail services with low office percentage would yield the highest return to the land.

Highest and Best Use
 As If Vacant Statement:             The highest and best use of the subject
                                     site as vacant is development with a single
                                     tenant, freestanding drugstore.

Highest and Best Use as Improved

The preceding analysis of the site as vacant is also relevant to the highest and best use of the subject property, as improved. If the existing improvements are the same as those indicated for the highest and best use as vacant, the four tests for highest and best use do not have to be applied here because the conclusions reached in testing for the highest and best use of the site as though vacant are applicable to the analysis as improved.

Conformance to Highest and Best
  Use as Vacant:                     The existing improvements of the subject
                                     property generally conform to the highest
                                     and best use as vacant.

Possible Demolition, Renovation or
  Conversion in Use:                 A comparison of the land value estimate and
                                     the value estimate of the property as
                                     improved in the forthcoming valuation
                                     section indicates that the improvements
                                     contribute significant value to the
                                     property. Therefore, demolition is not
                                     justified. An economic analysis shows
                                     remodeling, renovation or conversion of the
                                     subject to another use is not economically
                                     justified.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 59

                                                   Highest and Best Use, Cont'd.
--------------------------------------------------------------------------------

Highest & Best Use
 As Improved Statement:              The highest and best use as improved is
                                     continued use as single tenant drugstore.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 60

REAL ESTATE TAX ANALYSIS

Taxing Authorities:                  City of Franklin, Williamson County and a
                                     special Franklin school district. These
                                     municipal government tax rates represent
                                     all local municipal tax charges.

Real Estate Tax Districts

       Williamson County:            This district the for all properties
                                     located within the county boundaries. The
                                     municipal services available in this area
                                     are somewhat limited including no municipal
                                     trash collection, less intense police
                                     services and other similar services.

        City of Franklin:            This district represents all property
                                     within the City of Franklin. Properties in
                                     this district pay both county and city
                                     taxes. The parcels within this district
                                     receive all municipal services available.

    Special School District:         This district was established to assist in
                                     funding of the City of Franklin schools.
                                     The boundaries can extend beyond the City
                                     of Franklin to areas in the county that
                                     utilize the city school system.

Real Estate Tax Rates

      Tax Rate's Year:               1997
      Williamson County:             $2.50 per $100 of Assessed Value
      City of Franklin:              $0.69 per $100 of Assessed Value
      Special School District:       $0.92 per $100 of Assessed Value
         Total:                      $4.11 per $100 of Assessed Value
      Tax Bill Due Date:             Between October and February

Assessment Ratio

The taxing authority applies an assessment ratio to each property's tax appraised value for the calculation of taxes. The assessment ratio applied is determined by the property type as follows:

      Residential Property           25%
      Commercial Property            40%

Subject Real Estate Tax Data

      Real Estate Tax District:      Franklin/Williamson County/Special School
                                     District
      Real Estate Tax Rate:          $4.11 per $100 of Assessed Value
      Assessment Ratio:              40%
      Tax Appraised Value:           $515,000 (Vacant Land)

       Parcel 2.01                   $325,000


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 61

Real Estate Tax Analysis, cont'd.

Parcel 2.02 $190,000

Comment: The subject is taxed on the basis of eight smaller parcels which total $1,420,000 for the entire eight lots. The appraised value(s) noted above is the sum of the tax appraised values of Parcels 2.01 and 2.02 as currently platted. Now that the subject is replatted as proposed, the Tax Assessor will reappraise the parcels with the values adjusted to the 1996 valuation year.

Tax Comparables

================================================================================
                                  Assessed  Tax Rate    Tax       Size   Taxes
Comparables     Appraised Value     Value     /$100   Expense     (SF)    /SF
--------------------------------------------------------------------------------
Sun Trust Bank     $897,000       $358,000    $4.11   $14,747    3,822   $3.86
--------------------------------------------------------------------------------
Pizza Hut          $539,000       $215,600    $4.11    $8,861    2,858   $3.10
--------------------------------------------------------------------------------
Chop House         $605,300       $242,120    $4.11    $9,951    5,901   $1.69
Restaurant
--------------------------------------------------------------------------------
Subject          $1,990,511       $796,204    $4.11   $32,724   10,908   $3.00
Estimated
================================================================================

Note: 1) Building size is based on gross square feet.
2) The assessed value is calculated based on a 40% assessment

                  ratio.

Subject Tax Expense Analysis:        Since the subject property was completed
                                     only three weeks ago, the appraiser must
                                     estimate the subject tax expense. The Tax
                                     Assessor's office has not completed an
                                     appraisal on the property since completion.
                                     The previous chart presents three tax
                                     comparables in the immediate area of the
                                     subject. There are no freestanding drug
                                     stores in the neighborhood. The subject is
                                     considered inferior to a bank. Based upon
                                     the data presented, the subject tax expense
                                     is estimated to be $3.00/SF.

                                     The tenant will be directly responsible for
                                     the subject tax expense, per the existing
                                     lease.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 62

APPRAISAL PROCEDURE

Introduction

The estimation of market value of a property that is being appraised is accomplished by the comparison and analysis of as many techniques as are appropriate. Three approaches are generally used to produce value indications.

Cost Approach:                       This valuation technique is based on the
                                     premise that the value of a property can be
                                     indicated by the current cost to construct
                                     a reproduction or replacement of the
                                     improvements minus the amount of
                                     depreciation evident in the structures from
                                     all causes plus the value of the land and
                                     entrepreneurial profit. The Cost Approach
                                     is particularly useful for appraising new
                                     or nearly new improvements. Current costs
                                     for constructing improvements are derived
                                     from cost estimators, cost publications,
                                     builders or contractors. Depreciation is
                                     measured by market research and/or through
                                     the application of specific mathematical
                                     procedures. Land value is estimated
                                     separately by direct sales comparison.

Sales Comparison Approach            This approach is most viable when an
                                     adequate number of properties of similar
                                     type have been sold recently or are
                                     currently offered for sale in the subject
                                     market. The application of this approach
                                     produces a value indication for a property
                                     through comparison with similar properties,
                                     called comparable sales. The sale prices of
                                     properties judged to be most comparable
                                     tend to set a range in which the value
                                     indication for the subject falls.

Income Capitalization
 Approach:                           This approach to value is applicable to
                                     properties capable of producing a net
                                     income stream. By using the income
                                     capitalization approach, the appraiser
                                     measures the present value of the future
                                     benefits of property ownership. Income
                                     streams and the value of property upon
                                     resale (reversion) are capitalized or
                                     converted into a present, lump-sum value.
                                     Research and analysis of data for this
                                     approach are conducted against a background
                                     of supply and demand relationships. This
                                     background provides information on trends
                                     and market anticipation that must be
                                     verified for data analysis.


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                                                    Appraisal Procedure, cont'd.
--------------------------------------------------------------------------------

Reconciliation of Approaches:        The strengths and weaknesses of each
                                     approach used are weighed in the final
                                     analysis. The approach or approaches
                                     offering the greatest quantity and quality
                                     of supporting data are typically given most
                                     consideration and the final estimate of
                                     value is correlated.

Approaches Utilized
  In This Assignment:                The Cost, Sales Comparison and Income
                                     Capitalization Approaches to value have
                                     each been utilized in estimating the market
                                     value of the subject property as of the
                                     effective date of appraisal.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 64

LAND VALUATION

Introduction

A reliable value indication for the subject parcel is provided by an analysis and comparison of other comparable sites which have sold in the marketplace. Many factors influence the price of land. The technique involved in the value estimate of the land uses the principle of substitution as the basis for analysis, and the methodology includes an analysis of what buyers in the area have been paying for similar properties. Therefore, the value of the subject site is derived from sales and listings of comparable properties in the area. The comparable land sales included in this report are analyzed with respect to market conditions (time), location, physical characteristics (functional utility) and size.

Dollar or percentage adjustments are made to the sale price of each comparable. Positive adjustments are made for deficiencies in the comparable property relative to the subject site. Negative adjustments are made for superior characteristics of the sale relative to the subject. When sufficient sales data is available, a "paired sales" analysis is utilized. This is a procedure in which sales are compared in pairs to identify the effect of specific differences on sale price. When such data is unavailable or inconclusive, adjustments are made based on discussions with active market participants (buyers, sellers, investors and developers), historical sales data, or the appraiser's experience in valuing similar properties.

The sales on the following pages are considered to have a reasonable degree of comparability to the land being appraised. Information pertaining to these transactions has been verified by either the buyer, seller, broker, or other sources considered reliable and having knowledge of the particular transaction.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 65

                                                         Land Valuation, cont'd.
--------------------------------------------------------------------------------


                                                      Comparable Land Sales Data
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 66

                                                     LAND SALE COMPARABLE NO. 1:
--------------------------------------------------------------------------------

PROPERTY DATA

Location:   SEC SH-96 and Royal Oaks Boulevard, Franklin

County:     Williamson

Grantor:    Burton P. Grant, et ex

Grantee:    AmSouth Bank of Tennessee

Map(s):     79

Parcel(s):  85.01

Sale Date: 05/20/96 Book/Page: 1403 / 970

SITE DATA

Size (Acres):    0.96

Size (SF):       41,818

Zoning:          IC

Utilities:       All available

Frontage:        160' on SH-96; 275' on Royal Oaks Blvd.; 120' on
                 Riverside Dr.

Shape:           Irregular rectangle

Topography:      Level; below SH-96 road grade

Easements:       None detrimental

Improvements:    7,194 SF restaurant, no contributory value

Intended Use:    AmSouth Branch Bank

TRANSACTION DATA

 Consideration:     $675,000                    Price/SF:   $16.14

 Cash Equivalent:   $697,000               Adj. Price/SF:   $16.67

 Financing:         All cash to seller

 Verified By:       Harry Long, AmSouth (205-326-5443)

 Comp_Code:         1231

COMMENTS:           AmSouth razed the existing restaurant for the development of
                    the branch bank. Mr. Long did not provide the cost of
                    demolition. Therefore, the appraiser has estimated the cost
                    at approximately $3.00/SF or $22,000. The site cannot be
                    accessed from either SH-96 or Royal Oaks Boulevard


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 67

Land Sale Comparable No. 1:

and is only accessible from Riverside Drive because of the traffic on these streets and close proximity to a traffic light.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 68

                                                     LAND SALE COMPARABLE NO. 2:
--------------------------------------------------------------------------------

PROPERTY DATA

 Location:    Walgreens - Gallatin Pk. Northeast corner Gallatin
              Pike and Neely's Bend Road Madison, TN

 County:      Davidson

 Grantor:     Chen Yong Lien, Lee Dunn, Charles Resha, Stanley
              Embree, Norman Jestes

 Grantee:     R.S. Tatum

 Map(s):      51-4        51-4

 Parcel(s):   78-81      94-96

 Sale Date:   09/03/93      Book/Page:      9071  /  672

SITE DATA

 Size (Acres):    1.93

 Size (SF):       84,071

 Zoning:          CS

 Utilities:       All available

 Frontage:        212' Gallatin Pike; 372' Neely's Bend Road

 Shape:           Irregular

 Topography:      Sloping

 Easements:       None detrimental

 Improvements:    None of value at sale date

 Intended Use:    14,468/SF freestanding Walgreens

TRANSACTION DATA

 Consideration:     $1,208,988           Price/SF:      $14.38

 Cash Equivalent:   $1,448,988      Adj. Price/SF:      $17.24

 Financing:         Acquisition & development financing from First

 Verified By:       Margaret Norvell

 Comp_Code:         966

COMMENTS:           This is an assemblage of seven parcels and six owners. The
                    parcels were improved with 2 houses built in the 1930s, 2
                    offices built in 1950+- and a retail building built in 1940.
                    Two parcels were vacant. All improvements were razed. The
                    site had significant slop and required fill


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 69

Land Sale Comparable No. 2:

for the intended use. the cost of fill and razing the buildings was $240,000. The cash equivalent price of $1,488,988 reflects the addition of this extraordinary cost. Tax records indicate the land size to be approximately 1.45 acres; however, Mrs. Norvell indicated the tract consisted of 76,230/SF of which she brokered, plus an additional 7,841/SF site (parcel 81) included in the assemblage.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 70

LAND SALE COMPARABLE NO. 3:

PROPERTY DATA

  Location:    7086 Bakers Bridge Road, Franklin

  County:      Williamson

  Grantor:     Red Robin International

  Grantee:     Rafferty's Inc.

  Map(s):      53

  Parcel(s):   129.02

  Sale Date:   04/30/97      Book/Page:      1516 / 672

SITE DATA

  Size (Acres):    1.82

  Size (SF):       79,279

  Zoning:          Commercial

  Utilities:       All available to site

  Frontage:        Baker's Bridge Avenue

  Shape:           Rectangular

  Topography:      Level

  Easements:       None detrimental

  Improvements:    None of value at sale date

  Intended Use:    Restaurant

TRANSACTION DATA

Consideration:     $1,200,000           Price/SF:      $15.14

Cash Equivalent:   $1,200,000      Adj. Price/SF:      $15.14

Financing:         Cash to seller

Verified By:       Wayne Wilkerson, CM&H Realty

Comp_Code:         1272

COMMENTS: This tract has been developed with a Rafferty's restaurant. The site is located immediately north of the Cool Springs Mall.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 71


LAND SALE COMPARABLE NO. 4:

PROPERTY DATA

  Location:    NWC Westgate Circle and Moore's Lane, Westgage Commons, Brentwood

  County:      Williamson

  Grantor:     New West Development, LLC

  Grantee:     Modern Age, Inc.

  Map(s):      53

  Parcel(s):   125.02

  Sale Date:   07/28/96      Book/Page:      1310 / 682

SITE DATA

  Size (Acres):      1.82

  Size (SF):         79,279

  Zoning:            C-2

  Utilities:         All available

  Frontage:          Moore's Lane and Westgate Circle (west entrance)

  Shape:             Rectangular

  Topography:        Level

  Easements:         None detrimental

  Improvements:      None of value at sale date

  Intended Use:      An 8,921 SF Cozamel's restaurant

TRANSACTION DATA

  Consideration:     $1,100,000 Price/SF:$13.88

  Cash Equivalent:   $1,100,000 Adj. Price/SF:$13.88

  Financing:         All cash to seller

Verified By:         Wes Lamoureux (373-8811)

Comp_Code:           1040

COMMENTS: The restaurant is completed and open for business. The site is the western most parcel fronting Moore's Lane closest to IH-65 in Westgate Commons. The site is designated Lot 1 Westgate Commons.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 72


Comparable Land Sale Map #1

[GRAPHIC OMITTED]


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 73


Comparable Land Sale Map #2

[GRAPHIC OMITTED]


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 74


COST APPROACH- LAND VALUATION ANALYSIS

Comparable Land Sales Summary

--------------------------------------------------------------------------------
               Subject      Sale #1       Sale #2        Sale #3      Sale #4
Sale Date      Current      05/20/96      09/03/93       04/30/9      07/28/96
--------------------------------------------------------------------------------
Size           1.66         0.96          1.93           1.82         1.82
--------------------------------------------------------------------------------
Zoning         GC           IC            CS             Comm         C-2
--------------------------------------------------------------------------------
SP/SF          N/A          $16.67        $17.24         $15.14       $13.88
--------------------------------------------------------------------------------

Introduction

A search for comparable land sales within the subject neighborhood and competitive locales was conducted by the appraiser. The appraiser consulted with local real estate agents knowledgeable of the subject market and researched public records for pertinent information. The sales used herein represent the most comparable data available at the time of the report. Adjustments to these land prices for market financing, market conditions (time), location, physical characteristics (functional utility) and size, as they relate to the subject property, are made accordingly.

Following is a discussion of the major factors which influence the value of the subject site. It should be noted that financing, conditions of sale and time adjustments are made first to each of the comparables in order to reflect authentic and current pricing trends. The net percentage of the remaining adjustments for location, physical characteristics (utility) and size is then applied to the "time adjusted" sales price to reflect the indicated value of the subject.

Unit of Comparison:              SP/SF; sales price per square foot
Analysis:                        Discussions with brokers and developers in the
                                 subject market indicated that this is the basic
                                 unit of comparison from which they make their
                                 acquisition decisions for land similar to the
                                 subject.

Financing:                       The transactions are either all cash
                                 transactions or are considered to represent
                                 typical market financing and do not require an
                                 adjustment for non-market financing. As such,
                                 no adjustments are made for factors relating to
                                 financing.

Conditions of Sale:              All of the comparable sales are considered to
                                 have typical conditions of sale or the price
                                 reflected in the comparable sale sheet reflects
                                 any necessary adjustments, therefore no
                                 adjustments are made in the land sale
                                 adjustment grid.


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                                                Land Valuation Analysis, Cont'd.
--------------------------------------------------------------------------------

Market Conditions:
     Description:                This adjustment, often referred to as the "time
                                 adjustment", reflects the direction of change
                                 in the market from the sale date of the
                                 comparable to the valuation date of the subject
                                 property.

     Analysis:                   No adjustments are considered at this time.

Location:
     Description:                Locational features include visibility, access
                                 and proximity to other quality development.

     Analysis:                   All of the sales are located in close proximity
                                 to the subject except Sale No. 2 which is
                                 located north of the Nashville CBD. Sale No. 2
                                 is an older sale, but was intended for the
                                 development of a Walgreen drug store, which is
                                 similar to the subject's highest and best use.
                                 No location adjustments are applied.

Physical Characteristics

The analysis of physical attributes considers shape, frontage, topography, zoning and the availability of public utilities. Only those physical characteristics which impact the sales price of the comparable relative to the subject will be addressed. The physical elements of the sales as they relate to the subject are addressed as follows.

Shape
     Description:           The shape of a site will determine its
                            adaptability to possible uses. Some
                            configurations may restrict structural design
                            or limit the buildable/usable area of the
                            parcel. A site must have adequate depth to
                            accommodate the layout of the improvements, but
                            should not be excessive in relation to the
                            parcel's frontage and size.

Frontage:
     Description:           The amount of street frontage is important to
                            commercial properties and, in particular,
                            retail properties.

Topography:
     Description:           The topography of a site can significantly
                            impact the costs of development. Consideration
                            must be given to the contour, grade and
                            drainage of the sale tracts in relation to the
                            appraised property.

Zoning:
     Description:           Zoning is often the most basic criteria in
                            selecting comparables. Sites zoned the same as
                            the subject property are the most appropriate
                            comparables. When sufficient sales in the same
                            zoning category are not


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 76


Land Valuation Analysis, Cont'd.

available, data from similar categories may be used after adjustments have been made. These adjustments are based on the allowable uses, permitted density and restrictions within the ordinance in comparison to the subject.

Utilities:

          Description:           The availability and proximity to public
                                 utilities (water, sewer, electricity, gas and
                                 telephone) is an important to the development
                                 of any property. This adjustment reflects the
                                 difference in sales price caused by the
                                 distance and capacity of utility services to
                                 the comparable sites and also considers the
                                 cost of bringing utilities to the tract.

Size:
          Description:           Most types of development have an optimal site
                                 size. If a site is larger than optimal, the
                                 value of the excess lands tends to decline at
                                 an accelerating rate. As a result, larger
                                 tracts of land typically sell for less per unit
                                 of comparison than smaller parcels, all other
                                 factors being equal.

          Analysis:              The subject land contains 1.665 acres of land.
                                 The comparable sales have land sizes ranging
                                 from 0.96 to 1.93 acres. Sale No. 1 is
                                 significantly smaller than the remaining sales
                                 and the subject. Based upon a matched pairs
                                 comparison to the other sales, a 10% adjustment
                                 is applied to Sale No. 1.

Overall, no adjustments are believed necessary in comparison to the subject property. On the following page is an adjustment grid of the comparable sales utilizing the adjustments noted in the previous analysis.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 77


Comparable Land Sales Adjustment Grid

                                             ------------------------------------------------------------------------------------
                              Subject                Sale #1              Sale #2              Sale #3                Sale #4
                                             ------------------------------------------------------------------------------------
Sale Price                                           $16.67                $17.24               $15.14                $13.88
                                             ------------------------------------------------------------------------------------
Elements of Comparison
                                             ------------------------------------------------------------------------------------
Date of Sale                                        05/20/96              09/30/93             04/30/97              07/28/96
                                             ------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                                             ------------------------------------------------------------------------------------
Adjusted Price                                       $16.67                $17.24               $15.14                $13.88
                           ------------------------------------------------------------------------------------------------------
Location                     Excellent                Good                  Good              Excellent              Excellent
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Shape                       Rectangular             Irregular            Irregular           Rectangular            Rectangular
                                                    rectangle
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Frontage                        Good                  Good                  Good                 Good                  Good
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Topography                     Level                  Level               Sloping               Level                  Level
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Zoning                           GC                    IC                    CS               Commercial                C-2
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Utilities                  All Available          All available        All available        All available          All available
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Size                            1.66                  0.96                  1.93                 1.82                  1.82
                           ------------------------------------------------------------------------------------------------------
   Comparison                                       Superior              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                         -10%                   0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Other                           N/A
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                                             ------------------------------------------------------------------------------------
Net Adjustment                                        -10%                   0%                   0%                    0%
                                             ------------------------------------------------------------------------------------
Final Adjustment Sale Price                          $15.00                $17.24               $15.14                $13.88
                                             ------------------------------------------------------------------------------------


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 78


Land Valuation Analysis, Cont'd.

Reconciliation

The sales prices ranged from $13.88 to $17.24 per square foot before the adjustment process. The indicated value of the subject property ranged between $13.88 and $17.24 per square foot after analysis. The adjusted value range is considered relatively narrow and provides consistent and reliable data from which to estimate the subject's land value. Inasmuch as the subject has recently had two contracts submitted for $1,100,000, the estimated value is $1,100,000, or $15.25/SF. This value is supported by and well within the price per square foot range and total price range of the comparable sales.

Based on this analysis, a value of $15.25/SF is considered highly supportable. Thus, the market value of the fee simple interest in the subject parcel as if vacant, contingent to the assumptions and limiting conditions stated herein, as of November 20, 1997 is calculated below:

           Land Value Estimate

Land Size (SF)                     72,512
Estimated Value/SF    x            $15.25
                                   ------
Estimated Value                $1,105,808
Rounded                        $1,100,000


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 79


COST APPROACH

Introduction

The principle of substitution is basic to the Cost Approach. The principle affirms that no prudent investor would pay more for a property than the amount for which the site can be acquired and for which improvements that have equal desirability and utility can be constructed without undue delay. An indication of value may be produced by adding the depreciated value of the improvements to the land value estimated by market (direct sales) comparison. The depreciated value of the improvements is determined by first estimating the reproduction or replacement cost new and subtracting depreciation from all causes, if any.

In providing complete building cost estimates, an appraiser must consider direct (hard) costs, and indirect (soft) costs. Both types of costs are essential for a reliable reproduction or replacement cost estimate. In addition, any entrepreneurial profit likely to be realized from the building project must be estimated.

Cost Data

Source: Marshal Valuation Service Manual - calculator cost

About the Source: This publication is a widely accepted cost data source in the appraisal industry. The cost data presented in this manual are based on years of valuation experience, thousands of appraisals and continual analysis of the costs of new buildings. This publication has been recognized as an authority in the appraisal field for over fifty years.

Costs Included In Source: The base calculator costs depicted in the Marshal Valuation Service Manual include the following:

1. Architects's and engineer's fees;

2. Normal interest on only the building improvement funds during the period of construction and processing fee or service charge;

3. Sales taxes on materials;

4. Normal site preparation including finish, grading and excavation for foundation and backfill;

5. Utilities from structure to lot line figured for typical setback;

6. Contractor's overhead and profit including job supervision, workmen's compensation, fire and liability insurance, unemployment insurance, equipment, temporary facilities, security, etc.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 80


Cost Approach, cont'd.

Costs Not Included In Source: The base calculator costs depicted in the Marshal Valuation Service Manual do not include the following:

1. Costs of buying or assembling land such as escrow fees, legal fees, property taxes, right of way costs, demolition, storm drains, or rough grading, are considered costs of doing business or land improvement costs.

2. Pilings or hillside foundations;

3. Interest or taxes on the land;

4. Feasibility studies, appraisal or consulting fees, etc.;

5. Discounts or bonuses paid for financing, project bond issues, development overhead or fixture and equipment purchases, etc.;

6. Yard improvements including signs, landscaping, paving, walls, yard lighting, pools or other recreation facilities;

7. Off site costs including roads, utilities, park fees, jurisdictional hook-up, tap, impact or entitlement fees and assessments, etc.;

8. Marketing costs to create first occupancy including model or advertising expenses, leasing or broker's commissions or temporary operation of property owners associations.

Subject's Marshall Valuation Cost Data

Summary of Subject General Building Characteristics:

Property Type:                Retail store (build-to-suit for Eckerd drug
                              store)
Structure:                    Concrete block with brick veneer
No. of Stories:               1
Gross Building Area:          11,293 SF

Classification                Class C

Type (Quality)                Good to Excellent

Region/Climate                Central/Moderate

Page Reference                Section 13, Page 22

Page Reference Date           September 1995

Current Multiplier Page       April 1997

Local Multiplier Page Date    May 1997

Cost Method                   Calculator, therefore, replacement cost

The subject improvements are considered to be between good ($56.13/SF) and excellent ($75.30/SF) quality based on the description provided in the Marshall Valuation cost manual. The initial unadjusted cost estimate of $65.00/SF is generally in the middle of the cost estimates by quality. The reader is directed to the base cost and adjustments presented on the following page.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 81


                                                          Cost Approach, cont'd.
--------------------------------------------------------------------------------

     MVS Base Cost & Adjustments

         =============================================================
         1       Base Square Foot Cost                         $65.00
         -------------------------------------------------------------
         2         Square Foot Refinements
         -------------------------------------------------------------
         3       Heating Cooling, ventilation                   $0.00
         -------------------------------------------------------------
         4       Elevator                                       $0.00
         -------------------------------------------------------------
         5       Miscellaneous                                  $2.00
                                                                -----
         -------------------------------------------------------------
         6       Total SF Refinements                          $67.00
         -------------------------------------------------------------
                   Height & Size Refinements
         -------------------------------------------------------------
         7       Number of Stories Multiplier                    1.00
         -------------------------------------------------------------
         8       Height per story multiplier                     1.30
         -------------------------------------------------------------
         9       Floor area-perimeter multiplier                 0.93
                                                                 ----
         -------------------------------------------------------------
         10      Combined multipliers (7x8x9)                    1.21
         -------------------------------------------------------------
                   Final Calculations
         -------------------------------------------------------------
         11      Refined SF Cost (Line 6x10)                   $81.00
         -------------------------------------------------------------
         12      Current cost multiplier                         1.03
         -------------------------------------------------------------
         13      Local multiplier                                0.92
         -------------------------------------------------------------
         14      Final SF Cost (Line 11x12x13)                 $76.76
         =============================================================

     Site Improvements
       & Other Hard Costs:       Site improvement cost and other hard costs
                                 related to the improvements must be added to
                                 the base structural cost estimate. The reader
                                 is directed to the Cost Summary exhibit at the
                                 end of this report section for a summary of
                                 these costs.

     Indirect Costs:             Indirect costs not included in the Marshall
                                 Valuation base costs include loan interest on
                                 land, lease-up costs and professional fees.
                                 Calculations for the loan on land and lease-up
                                 costs are presented as follows.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 82


                                                          Cost Approach, cont'd.
--------------------------------------------------------------------------------

     Land Loan Interest Calculations:

                                 Land Value Estimate                 $1,100,000

                                 Construction Interest Rate    x          9.50%

                                 Construction Period (Years)   x           0.60
                                                                     ----------

                                   Land Interest               =     $   62,700

     Lease-up Cost Calculations:

                                 Commissions

                                   Market Rent/SF                    $    24.63

                                   Net Rentable Area (SF)      x         10,908

                                   Commission/SF               x     $     4.00
                                                                     ----------

                                 Commission Cost, Rounded      =     $   43,632

                                 Plus: Other (marketing, etc.)+               0
                                                                     ----------

                                 Total Lease-up Costs    =           $   43,632

Total Replacement Cost New
(Improvements, Profit & Land):   $2,825,000

Developer's Cost:                $2,556,707

The developer's cost includes all direct and indirect costs as well as the land. The estimate does not include profit. The subject's replacement cost excluding profit based upon the appraiser's estimate is $2,537,000. Thus, the appraiser's total cost estimate is considered reasonable.

Analysis of Depreciation

Introduction - Accrued Depreciation

Accrued depreciation is a loss in value from the reproduction or replacement cost of improvements due to any cause as of the date of appraisal. The value difference may emanate from physical deterioration, functional obsolescence, external obsolescence, or any combination of these sources. A description of each of these forms of depreciation as they apply to the appraised property is detailed as follows:


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 83


Cost Approach, cont'd.

Physical Deterioration

Physical deterioration is the result of wear, tear and weathering. This form of depreciation can be divided into two categories - curable and incurable.

Physical Curable:
     Description:           Refers to items of deferred maintenance which
                            are in need of repair on the date of the
                            appraisal in order to restore occupancy or
                            marketability. Deferred maintenance includes
                            minor refurbishing of painted, tiled or
                            carpeted surfaces. It also includes deferred
                            repairs of mechanical systems, the building
                            exterior roof cover and the parking areas.

     Subject Analysis:      No physical curable noted at inspection.

Physical Incurable:
     Description:           Involves an estimate of deterioration that is
                            not practical or currently feasible to correct.
                            It pertains to structural elements that were
                            not listed in the physically curable category.
                            Generally, incurable physical deterioration is
                            a product of the aging of major structural
                            components such as the foundation, framing,
                            walls, plumbing, electrical, mechanical and
                            roof systems. In order to estimate the
                            depreciation charged for this category, the
                            physical age-life method is applied to the
                            current reproduction or replacement cost of the
                            entire structure less the components treated as
                            curable.

     Subject Analysis:      The reader is directed to the Description of
                            Improvements Analysis for the analysis of
                            effective age and economic life. Employing the
                            physical age-life (straight line) method of
                            estimating physical incurable deterioration,
                            the calculations are made as follows:

                              Physical Incurable Calculations

                                   Actual Age               Proposed; 0

                                   Effective Age                      0

                                   Divide by Economic Life           50
                                                                  -----

                                   Incurable Physical %           0.00%

                                   Remaining Economic Life           50


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 84


                                                          Cost Approach, cont'd.
--------------------------------------------------------------------------------

                                   Calculations:

                                     Replacement Cost New         $1,725,388

                                     Less Physical Curable                 0
                                                                  ----------

                                     Subtotal                     $1,725,388

                                     Incurable Physical                   0%
                                                                  ----------

Incurable Physical Estimate $ 0

Functional Obsolescence

This is the adverse effect on value resulting from defects in design. It can also be caused by changes that, over time, have made some aspect of a structure, material or design obsolete by current standards. Functional obsolescence is generally attributable to deficiencies or super adequacies inherent in the improvements and the defect may be curable or incurable.

Functional Curable
     Description:           To be curable, the cost of replacing the
                            outmoded or unacceptable aspect must be at
                            least offset by the anticipated increase in
                            value. The measure of curable functional
                            obsolescence is the cost to effect the cure.

     Subject Analysis:      The property inspection indicated the property
                            has no functional curable obsolescence.

Functional Incurable
     Description:           Involves an estimate of obsolescence that is
                            not practical or currently feasible to correct.
                            It pertains to structural elements that were
                            not listed in the functional curable category.
                            Capitalization of the net income loss is the
                            commonly accepted approach to the measurement
                            of incurable functional obsolescence.

     Subject Analysis:      The property inspection indicated that the
                            subject improvements are functional. Therefore,
                            no functional incurable obsolescence was noted
                            in the subject property.

External Obsolescence

External obsolescence, which is the result of the diminished utility of a structure due to negative influences from outside the site, is always incurable. It can be caused by a variety of factors - neighborhood decline, the property's location in a community, or market conditions. Only the portion of the loss that is applicable to the improvements is deducted from the current replacement cost since the effect of external influences on land value is calculated in the land valuation. In the absence of comparable sales subject to the same negative influence, the best


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 85


Cost Approach, cont'd.

method of measuring external obsolescence is by capitalization of the rent loss or discounting of the rent loss over the affected time period.

     Subject Analysis:           The subject has average access and visibility,
                                 and conforms to surrounding development. The
                                 calculations in the following table indicate
                                 the subject has no external obsolescence.

          External Obsolescence Calculations

               Total Replacement Cost New, Building and Land         $2,825,388

                 Less: Physical Items                                         0

                 Less: Functional Items                                       0
                                                                     ----------

               Depreciated RCN                                       $2,285,388
               -----------------------------------------------------------------

               Required NOI   (   $,825,388    X    9.50%  )         $  268,412

                 Less: Estimated NOI                                   (274,703)
                                                                     ----------

               NOI Loss Due to External Obsolescence                 $   (6,292)

                 Less: NOI Attributable to Land    38.93%                 2,449
                                                                     ----------

               NOI Loss Attributable to Improvements                 $   (3,842)

               Capitalized at:                                             9.50%
                                                                     ----------

               External Obsolescence                                 $  (40,443)

               External Obsolescence, Rounded                        $        0

Accrued Depreciation Summary

                              Physical Curable                       $        0

                              Physical Incurable                     $        0

                              Functional Curable                     $        0

                              Functional Incurable                   $        0

                              External                               $        0
                                                                     ----------

                                Total Accrued Depreciation           $        0


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 86


                                                          Cost Approach, cont'd.
--------------------------------------------------------------------------------

COST APPROACH SUMMARY
--------------------------------------------------------------------------------


Direct Costs                                         Marshall Valuation    Developer's
                                                     Cost Estimates        Cost
Structural Improvements
Base Cost Est.       11,293 SF @  $76.76 /SF  =            $  866,833       $  752,652

Site Improvements
Asphalt Paving       45,000 SF @  $ 2.50 /SF  =  $112,500
Fence                    34 LF @  $13.00 /LF  =       442
Drive Thru Canopy       432 SF @  $15.35 /SF  =     6,632
Storefront Canopy     1,178 SF @  $15.35 /SF  =    18,084
Signage & Lighting:                                30,000
Landscaping                                        10,000
Miscellaneous Site Improvements                    70,000
Site Work:                                         72,000
                                                 --------

          Subtotal Site Improvements:                         319,658          350,000
                                                           ----------       ----------

          Total Direct Costs:                              $1,186,491       $1,102,652

Indirect Costs

          Land Loan Interest:                    $ 62,700
          Lease-Up Costs:                          43,632
          Development Fee                          50,000
          Additional Fees & Permits                75,000
          Professional Fees:                       20,000
                                                 --------

            Total Indirect Costs:                             251,332          354,055
                                                           ----------       ----------

Total Direct and Indirect Costs:                           $1,437,823       $1,456,707

Entrepreneurial Profit as % of Direct/Indirect
  Costs,Rd.                                            20%    287,565          291,341
                                                           ----------       ----------

Total Cost New of Improvements and Profit:                 $1,725,388       $1,748,048

Less: Accrued Depreciation                                          0                0

Depreciated Cost of Improvements:                          $1,725,388       $1,748,048

Plus: Estimated Land Value by Market Comparison:            1,100,000        1,100,000
                                                           ----------       ----------

Value Indicated by the Cost Approach:                      $2,825,388       $2,848,048

Stabilized Value Estimate, Rounded                         $2,825,000

Less: Lease-Up Costs to Stabilization                               0
                                                           ----------

Cost Approach As Is Value Estimate:                        $2,825,000


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 87


SALES COMPARISON APPROACH

Introduction

The application of this approach produces an estimate of value by comparing the subject with properties which recently sold or which are currently offered for sale in the same or competing areas. This approach is most viable when an adequate number of properties of similar type have been sold recently. The sales comparison approach is essential to almost every appraisal of real property.

In applying the sales comparison approach, the appraiser must complete five steps:

1. Seeks out similar properties for which pertinent sales, listings, offerings, and/or rental data are available.

2. Ascertains the nature of the conditions of sale, including the price, terms, motivating forces, and its bona fide nature.

3. Analyzes each of the comparable properties' important attributes with the corresponding ones of the property being appraised, under the general divisions of conditions of sale, financing terms, market conditions (time), location, physical characteristics and income characteristics.

4. Considers the dissimilarities in the characteristics disclosed in Step 3, in terms of their probable effect on the sale price.

5. Formulates, in light of the comparison thus made, an opinion of the relative value of the subject property as a whole, or where appropriate, by applicable units, compared with each of the similar properties.

After completing the necessary research, the property sales on the following pages are considered the most comparable available transactions for analysis and comparison with the subject.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 88


                                              Sales Comparison Approach, cont'd.
--------------------------------------------------------------------------------


                                                Comparable Improved Sales Data
--------------------------------------------------------------------------------


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 89


RETAIL CENTER SALE COMPARABLE NO. 1:

PROJECT DATA

   Comp_Code:   205

Project Name:   CVS Drug Store - Irmo

    Location:   Newberry Avenue & College Street, Irmo, SC

      County:   Lexington

     Grantor:   HMI Corporation/United Retail

     Grantee:   Waldan Properties, Inc.

PROPERTY DATA

Net Rentable Area (SF):   10,125

             Land Size:   N/A

   Land/Building Ratio:   N/A

            Year Built:   1997

             Occupancy:   100%

          Construction:   Prototype CVS

             Condition:   Excellent

        Anchor Tenants:   CVS Drug Store (single tenant)

Date of Sale: 09/97 Book/Page: N/A

Map(s): N/A

Parcel(s): N/A

TRANSACTION DATA

Actual Consideration:   $1,961,188         Cash Equivalent:   $1,961,188

Financing:              Cash to seller

First Mortgage:         N/A

Other Mortgages:        N/A

Total Mortgages:        N/A                  Actual Equity:                N/A

Verified By:            Todd Agnew, KTR


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 90


                                    Retail Center Sale Comparable No. 1, cont'd.
--------------------------------------------------------------------------------

                OPERATING              Total$     Per SF    % of GAI
                    DATA:

     Gross Annual Income:            $177,188     $17.50     100.00%

            Less Vacancy:            $      0     $ 0.00       0.00%
                                     --------     ------     ------

  Effective Gross Income:            $177,188     $17.50     100.00%

           Less Expenses:            $ (2,784)    $(0.27)      -1.5%
                                     --------     ------     ------

    Net Operating Income:            $174,404     $17.23      98.43%

            Debt Service:            $      0     $ 0.00       0.00%
                                     --------     ------     ------

               Cash Flow:            $174,404     $17.23      98.43%

UNITS OF
COMPARISON                            Actual

                          GIM:         11.07

               Effective GINI:         11.07

                 Overall Rate:          8.89%

              Equity Dividend:          8.89%

           Sales Price Per SF:       $193.70

COMMENTS: This building is slated for completion in September 1997, at which time the lease begins. It will be a 20 year lease with annual rental rates of $177,188 for years 1-10, $195,311 for years 11-15, and $205,133 for years 16-20. The initial lease rate equates to $17.50 per square foot. Expenses were estimated at 1% of EGI for administration and management plus $0.10/SF for structural maintenance and reserves.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 91


RETAIL CENTER SALE COMPARABLE NO. 2:

PROJECT DATA

Comp_Code: 206

Project Name: CVS Drug Store - Chimney Ridge

Location: Clemson Road & Sparkleberry Road, Chimney Ridge, SC

County: Richland

Grantor: K & G #101, LLC/United Retail

Grantee: Jay Senerchin

PROPERTY DATA

 Net Rentable Area (SF):   10,125

              Land Size:   N/A

    Land/Building Ratio:   N/A

             Year Built:   1997

              Occupancy:   100%

           Construction:   Prototype CVS

              Condition:   Excellent

         Anchor Tenants:   CVS Drug Store (single tenant)

Date of Sale:   06/06/97    Book/Page:        N/A

Map(s):         N/A

Parcel(s):      N/A

TRANSACTION DATA

Actual Consideration:  $1,800,000          Cash Equivalent:  $1,800,000

Financing:             Cash to seller

First Mortgage:        N/A

Other Mortgages:       N/A

Total Mortgages:       N/A                   Actual Equity              N/A

Verified By:           Todd Agnew, KTR


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 92


                                    Retail Center Sale Comparable No. 2, cont'd.
--------------------------------------------------------------------------------

                OPERATING              Total $         Per SF       % of GAI
                    DATA:

     Gross Annual Income:             $164,227         $16.22        100.00%
            Less Vacancy:             $      0         $ 0.00          0.00%
  Effective Gross Income:             $164,227         $16.22        100.00%
           Less Expenses:             $ (2,655)        $(0.26)        -1.62%
    Net Operating Income:             $161,572         $15.96         98.38%
            Debt Service:             $      0         $ 0.00          0.00%
               Cash Flow:             $161,572         $15.96         98.38%

UNITS OF
COMPARISON                             Actual

                        GIM:            10.96
              Effective GIM:            10.96
               Overall Rate:             8.98%
            Equity Dividend:             8.98%
         Sales Price Per SF:          $177.78

COMMENTS: This is a CVS Drug Store in Chimney Ridge South Carolina, which is a suburb of Columbia. The GAI and EGI are the same, and they equate to $16.22 per square foot. Expenses are estimated at 1% of EGI for administration and management plus $0.10/SF for structural maintenance and reserves. While this transaction reportedly closed on June 6, 1997, the Richland County Public Records office indicated that it has not yet been recorded.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 93


RETAIL CENTER SALE COMPARABLE NO. 3:

PROJECT DATA

   Comp_Code:   207

Project Name:   CVS Drug Store - Lilburn

    Location:   341 John Carroll Road, Lilburn, GA

      County:   Gwinnett

     Grantor:   Branch Prop. LP

     Grantee:   Dr. B. Schwarghofer

PROPERTY DATA

   Net Rentable Area (SF):   13,125

                Land Size:   2 Acres

      Land/Building Ratio:   0.15

               Year Built:   1996

                Occupancy:   100%

             Construction:   Prototype CVS

                Condition:   Excellent

           Anchor Tenants:   CVS Drug Store (single tenant)

Date of Sale:   12/96       Book/Page:        13619/24

Map(s):         N/A

Parcel(s):      N/A

TRANSACTION DATA

Actual Consideration:  $1,839,200        Cash Equivalent:  $1,839,200

Financing:             Cash to seller

First Mortgage:        $0

Other Mortgages:       $0

Total Mortgages:       $0                  Actual Equity:        $1,839,200

Verified By:           Todd Agnew, KTR


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 94


                                    Retail Center Sale Comparable No. 3, cont'd.
--------------------------------------------------------------------------------

              OPERATING     Total $    Per SF    % of GAI
                  DATA:

   Gross Annual Income:    $168,525    $12.84     100.00%

          Less Vacancy:          $0     $0.00       0.00%
                           --------    ------      -----

Effective Gross Income:    $168,525    $12.84     100.00%

         Less Expenses:     ($2.997)   ($0.23)     -1.78%
                           --------    ------      -----

  Net Operating Income:    $165,528    $12.61      98.22%

          Debt Service:          $0     $0.00       0.00%
                           --------    ------      -----

             Cash Flow:    $165,528    $12.61      98.22%

UNITS OF
COMPARISON                   Actual

                     GIM:     10.91

           Effective GIM:     10.91

            Overall Rate:      9.00%

         Equity Dividend:      9.00%

      Sales Price Per SF:   $140.13

COMMENTS: This a CVS Drug Store in Gwinnett County, Georgia. There is a triple net lease in place on the property. The NOI was provided, with the other figures being estimated. Expenses are based on 1% of EGI for administration and management plus $0.10/SF for structural maintenance and reserves.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 95


RETAIL CENTER SALE COMPARABLE NO. 4:

PROJECT DATA

   Comp_Code:   185

Project Name:   Eckerd Drugs - Acworth

    Location:   3245 Cobb Parkway, west of Acworth Due West Road, Acworth, GA

      County:   Cobb

     Grantor:   Regency Realty Group, Inc.

     Grantee:   Arthur Chester Skinner, Jr., et al

PROPERTY DATA

 Net Rentable Area (SF):   10,908

              Land Size:   1.11 Acres

    Land/Building Ratio:   4.43/1

             Year Built:   1996

              Occupancy:   Excellent

           Construction:   Concrete block (58 parking spaces)

              Condition:   100%

         Anchor Tenants:   Eckerd Drugs (single tenant)

Date of Sale:   12/20/96         Book/Page:    10067    /   273

Map(s):         N/A

Parcel(s):      N/A

TRANSACTION DATA

Actual Consideration:  $1,804,400     Cash Equivalent:  $1,804,400

Financing:             All cash to seller

First Mortgage:        $0

Other Mortgages:       $0

Total Mortgages:       $0               Actual Equity:          $1,804,400

Verified By:           Seller


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 96


                                    Retail Center Sale Comparable No. 4, cont'd.
--------------------------------------------------------------------------------

                OPERATING       Total $     Per SF     % of GAI
                    DATA:

     Gross Annual Income:      $170,469     $15.63      100.00%

            Less Vacancy:      $      0     $ 0.00        0.00%
                               --------     ------      ------

  Effective Gross Income:      $170,469     $15.63      100.00%

           Less Expenses:      $ (2,795)    ($0.26)      -1.64%
                               --------     ------      ------

    Net Operating Income:      $167,674     $15.37       98.36%

           Debt Service:       $      0     $ 0.00        0.00%
                               --------     ------      ------

               Cash Flow:      $167,674     $15.37       98.36%

UNITS OF
COMPARISON                      Actual

                        GIM:     10.58

              Effective GIM:     10.58

               Overall Rate:      9.29%

            Equity Dividend:      9.29%

         Sales Price Per SF:   $165.42

COMMENTS: The lease is triple net with a 25-year term and four 5-year options.
The lease includes a $0.50/SF rent escalation every five years. The seller did not report any expenses. Therefore, the appraisers have estimated a 1% management/administrative expense and a $0.10/SF structural maintenance and reserves. Acworth is located in extreme northwest Cobb County and is part of the Atlanta Metropolitan Area. Acworth has a population of 2,500. The town is just beyond the extreme northern edge of development expanding northward from Atlanta. As of the date of sale, the town still has a small town atmosphere, but benefits from the immediate access to IH-75 and proximity to employment centers of the generally highly developed Atlanta suburban area of Cobb County.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 97


RETAIL CENTER SALE COMPARABLE NO. 5:

PROJECT DATA

   Comp_Code:    187

Project Name:    Eckerd Drugs - Tucker

    Location:    4005 Lawerenceville Highway, Tucker, GA

      County:    DeKalb

     Grantor:    Regency Realty Corp, Inc.

     Grantee:    Millstein Industries

PROPERTY DATA

Net Rentable Area (SF): 9,504

Land Size: 1.04 Acres

Land/Building Ratio: 4.77/1

Year Built: 1996

Occupancy: 100%

Construction: Concrete block and stucco accents (46 parking

Condition: Excellent

Anchor Tenants: Eckerd Drugs (single tenant)

Date of Sale: 12/19/96 Book/Page: 9255 / 534

Map(s): N/A

Parcel(s):

TRANSACTION DATA

Actual Consideration:   $1,818,928         Cash Equivalent:   $1,818,928

Financing:              All cash to seller

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                   Actual Equity:       $1,818,928

Verified By:            Seller and Terry Love


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                                    Retail Center Sale Comparable No. 5, cont'd.
--------------------------------------------------------------------------------

                OPERATING         Total $       Per SF       % of GAI
                    DATA:

     Gross Annual Income:        $176,436       $18.56        100.00%

            Less Vacancy:        $      0       $ 0.00          0.00%
                                 --------       ------        ------

  Effective Gross Income:        $176,436       $18.56        100.00%

           Less Expenses:        $ (2,715)      $(0.29)        -1.54%
                                 --------       ------        ------

    Net Operating Income:        $173,721       $18.27         98.46%

            Debt Service:        $      0       $ 0.00          0.00%
                                 --------       ------        ------

               Cash Flow:        $173,721       $18.27         98.46%

UNITS OF
COMPARISON                         Actual

                         GIM:      10.31

               Effective GIM:      10.31

                Overall Rate:       9.55%

             Equity Dividend:       9.55%

          Sales Price Per SF:    $191.39

COMMENTS: The lease is triple net over a 25-year term with four 5-year options.
The lease escalates every five years by $0.50/SF. The seller did not report any expenses; therefore, a 1% management/administrative expense and $0.10/SF structural reserves is estimated by the appraisers. Tucker, DeKalb County is a growing area with increasing population within the Atlanta Metropolitan area. The site has 118' of frontage on Lawrenceville Highway with a traffic count of 24,400 vehicles per day.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 99


Comparable Sale Map

[GRAPHICS OMITTED]


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 100


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

Comparable Improved Sales Summary

Analysis of Potential Gross Income, cont'd.

Summary of Comparable Improved Rental Data

==================================================================================================
Sale No.            Subject               1             2              3           4            5
--------------------------------------------------------------------------------------------------
Name/Address                         Eckerd        Eckerd       CVS Drug    CVS Drug     CVS Drug
                                      Drugs         Drugs    Store, Irmo      Store,       Store,
                                    Acworth        Tucker                    Chimney      Lilburn
                                                                              Ridge
--------------------------------------------------------------------------------------------------
Sale Date           Current        12/20/96      12/19/96       UC(9/97)    06/06/97        12/96
--------------------------------------------------------------------------------------------------
Year Built             1997            1996          1996           1997        1997         1996
--------------------------------------------------------------------------------------------------
Occupancy               100%            100%          100%           100%        100%         100%
--------------------------------------------------------------------------------------------------
Size/SF              10,908          10,908         9,504         10,125      10,125       13,125
--------------------------------------------------------------------------------------------------
% Credit                100%            100%          100%           100%        100%         100%
Anchor
--------------------------------------------------------------------------------------------------
SP/SF                   N/A         $165.42        191.39        $193.70     $177.78      $140.13
--------------------------------------------------------------------------------------------------
NO1/SF               $25.18          $15.37        $18.27         $17.23      $15.96       $12.61
--------------------------------------------------------------------------------------------------
GIM                     N/A           10.58         10.31          11.07       10.96        10.91
--------------------------------------------------------------------------------------------------
NOI/GPI               98.61%          98.36%        98.46%         98.43%      98.38%       98.22%
==================================================================================================

Note: All transaction data in the chart reflects cash equivalency and/or other adjustments applied in the comparable sale summary sheets.

Introduction

A search for comparable sales within the subject neighborhood and competitive locales was conducted by the appraiser. The appraiser consulted with local real estate agents knowledgeable of the subject market and researched public records for pertinent information. The sales used herein represent the most comparable data available at the time of the report.

Comparison of Important Factors Affecting SP/SF

All property characteristics of the comparable sales and the subject property have been analyzed by the appraisers. The following summarizes the comparison of primary factors of the comparable sales affecting value as compared to the subject.

Subject:

     Primary Negative Factors:   None
     Primary Positive Factors:   Good location in primary retail and commercial
                                 corridor of relatively high income and growth
                                 neighborhood; limited land available for future
                                 competition; net income per square foot;
                                 improved credit rating of Eckerd since December
                                 1996


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Sales Comparison Approach - Analysis, cont'd.

Comment: The sales price per square foot analysis utilizes a net operating per square foot adjustment. Thus, the indicated value per square foot range must consider the credit rating of the sale's tenant as compared to the subject tenant, which is a significant factor in the pricing of single tenant buildings leased to national credit tenants. Since the credit rating issue is generally associated with derivation of overall rates, the detailed discussion of this factor is presented in the Analysis of Direct Capitalization in the Income Capitalization Approach presented later in this report.

The Eckerd credit rating has improved since December 1996, the date of sale for the comparable Eckerd store sales, because Eckerd was acquired by JC Penney. As a result, the subject is actually most comparable to the CVS sales instead of the Eckerd sales. CVS has a relatively strong credit rating in the pharmacy industry. The company which has the strongest credit rating is Walgreen, which typically sells at lower overall rates. CVS, and now Eckerd, are considered to be in the next tier of pharmacy companies relative to credit ratings. Again, this factor primarily affects the comparison of the adjusted sale prices per square foot as compared to the subject.

Sale No. 1 - Eckerd Drugs Acworth:

     Inferior Factors
       Compared to Subject:      Smaller town with long-term potential growth;
                                 net income per square foot; Eckerd credit
                                 rating at time of sale

     Superior Factors
       Compared to Subject:      None
     Overall Comparison
       to Subject:               Inferior before and after adjustments

Sale No. 2 - Eckerd Drugs Tucker:
     Inferior Factors
       Compared to Subject:      Slightly inferior location/town; net income per
                                 square foot; Eckerd credit rating at time of
                                 sale

     Superior Factors
       Compared to Subject:      None
     Overall Comparison
       to Subject:               Inferior before and after adjustments

Sale No. 3 - CVS Drug Store, Irmo:
     Inferior Factors
       Compared to Subject:      Net operating income lower
     Superior Factors
       Compared to Subject:      None
     Overall Comparison
       to Subject:               Inferior before adjustments; similar after
                                 adjustments

Sale No. 4 - CVS Drug Store, Chimney Ridge:
     Inferior Factors
       Compared to Subject:      Net operating income lower
     Superior Factors
       Compared to Subject:      None


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                                   Sales Comparison Approach - Analysis, cont'd.
--------------------------------------------------------------------------------

     Overall Comparison
       to Subject:               Inferior before adjustments; similar after
                                 adjustments

Sale No. 5 - CVS Drug Store, Lilburn:
     Inferior Factors
       Compared to Subject:      Net operating income lower
     Superior Factors
       Compared to Subject:      None
     Overall Comparison
       to Subject:               Inferior before adjustments; similar after
                                 adjustments

Most Comparable Sales:           No. 3, 4 and 5

Comment: As previously noted, Eckerd's merger with JC Penney has substantially improved its credit rating. As a result, the subject is actually considered inferior to the Eckerd sales (Nos. 1 and 2) and more comparable to the CVS sales (Nos. 3 through 5).

Sale Price Per Square Foot Method

Description:                     The Price Per Square Foot indicator is a
                                 general common denominator which encompasses
                                 all influences without specifically identifying
                                 their impact. It is most affected by location,
                                 size, age/condition, and existing leases at
                                 above or below market levels, if a rental
                                 property. This indicator is derived by dividing
                                 the sales price by the net rentable area.

NOI/SF Adjustment Technique:     A wide range produced by this method indicates
                                 that the comparable sales have varying
                                 income-producing capabilities attributable to
                                 differences in age, location, size and quality.
                                 In order to adjust for these differences, a
                                 multiplier is obtained by dividing the
                                 subject's NOI/SF by the NOI/SF of each
                                 comparable sale. The resulting multiplier is
                                 then applied to the sales price/SF of each
                                 comparable resulting in an indicated sale
                                 price/SF for the subject property. The
                                 following grid displays this technique.

NOI/SF Adjustment Analysis

Sale No.    NOI/SF       SP/SF       Multiplier    Adj. SP/SF
--------    ------       -----       ----------    ----------

  5         $12.61       $140.13     1.9971        $279.85

  1         $15.37       $165.42     1.6385        $271.04

  4         $15.96       $177.78     1.5779        $280.52

  3         $17.23       $193.70     1.4616        $283.11

  2         $18.27       $191.39     1.3784        $263.81

Subj.       $25.18           ---        ---            ---


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Sales Comparison Approach - Analysis, cont'd.

Note: Above chart is sorted based on ascending NOI/SF's.

Comments/Analysis:Additional subjective adjustments may be required based on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are investment grade compared to owner occupancy, quality of tenants, conditions of sale and other intangible factors. Based on the adjusted sale price per square foot of the previously identified most comparable sales (Nos. 3, 4 and 5) and considering the comparability factors previously discussed, the indicated market value per square foot range for the subject property is $280.00 to $283.00. The calculations are presented as follows.

SP/SF Method Calculations

                                                          Value Est.,
                Size                SP/SF Est.              Rounded

            10,908  SF       x      $280.00     =        $3,050,000
            10,908  SF       x      $283.00     =        $3,090,000

Gross Income Multiplier Method

Description:                     The Gross Income Multiplier illustrates the
                                 relationship between the sales price and the
                                 revenue stream of a property. Investments are
                                 often acquired on the basis of a multiple
                                 either of their current or potential income
                                 flow. Because this indicator is a good
                                 reflection of the motives of purchasers, it is
                                 considered to be a realistic assessment of
                                 market tendencies.

NOI/Gross Potential Income
  Ratio Comparison of GIM's:     GIM's are typically influenced by the
                                 relationship between the net operating income
                                 and gross potential income as measured by the
                                 net operating income to gross income ratio
                                 (NOI/GPI ratio). The sales with the most
                                 similar NOI/GPI ratios are typically considered
                                 to be the most comparable to the appraised
                                 property all other factors being equal. The
                                 following chart summarizes the comparison of
                                 the GIM's to the comparable sales' NOI/GPI
                                 ratio as well as comparing the NOI/GPI ratio of
                                 the comparable sales to the subject's NOI/GPI
                                 ratio.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 104


    NOI/GPI to GIM Comparison

Sale          No.NOI/GPI%     GIM
5              98.22%         10.91
1              98.36%         10.58
4              98.38%         10.96
3              98.43%         11.07
2              98.46%         10.31
Subj.          98.61%           ---

Note: Above chart is sorted based on ascending NOI/GPI's.

Comment/Analysis:All of the sales have a highly similar NOI/GPI ratio as the subject. Therefore, the most comparable sales, Nos. 3, 4 and 5, should be the best GIM indicator for the subject. Thus, the GIM range estimated for the subject is 10.75x to 11.00x after considering the factors noted above. The calculations for this method are presented below.

              GIM Calculations

                                       Value Est.,
Gross Inc.             GIM Est.         Rounded

$278,580         x       10.75   =    $2,990,000

$278,580         x       11.00   =    $3,060,000

Sales Comparison Approach - Reconciliation

        Summary of Value Ranges

Method                  Value Range
           -------------------------------------
SP/SF:     $3,050,000      to         $3,090,000

GIM:       $2,990,000      to         $3,060,000

Comment/Analysis:Both valuation methods placed most weight on the most comparable sales. In addition, the two techniques yield very similar value ranges. Given these factors, the subject's value estimate should be in the middle of the overall value range. The following calculates the as is value estimate by this approach.


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                                  Sales Comparison Approach -  Analysis, cont'd.
--------------------------------------------------------------------------------

                            Sales Comparison Approach
                              As Is Value Estimate

            Current Stabilized Value                    $3,050,000
            Estimate

            Less: Deferred Maintenance                           0

            Less: Lease-Up Costs to
            Stabilization                                        0
                                                        ----------

As Is Value Estimate $3,050,000

As a result, the value estimate as indicated by the sale comparison approach, is reconciled as follows.

Sales Comparison Approach Value Estimate:              $3,050,000

     Implied SP/SF                                     $   279.61

     Implied GIM:                                           10.95


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 106


INCOME CAPITALIZATION APPROACH

Introduction

The income capitalization approach is the procedure in appraisal analysis which converts anticipated benefits (dollar income or amenities) to be derived from the ownership of property into a value estimate. Anticipated future income and/or reversions are discounted to a present worth figure through the capitalization process.

This approach, like the cost and sales comparison approaches, requires extensive market research. Specific areas that an appraiser investigates for this approach are the property's gross income expectancy, the expected reduction in gross income from lack of full occupancy and collection loss, the expected annual operating expenses, the pattern and duration of the property's income stream, and the anticipated value of the resale of other real property interest reversions. When accurate income and expense estimates are established, the income streams are converted into present value by the process of capitalization. The rates or factors used for capitalization are derived by the investigation of acceptable rates of return for similar properties.

The income capitalization approach is generally applied in appraising income-producing properties. The quantity, quality and durability of the income stream must be considered in estimating the economic rent of an income-producing property.

Quantity:      Rental comparables have been gathered from similar
               properties to show current market rents,

Quality:       This is a measure of the strength of the tenant that could
               be expected to occupy the subject (i.e., AAA, regional,
               local, etc.).

Durability:    This is reflected in the vacancy of the area.

In order to analyze contractual rentals of the subject and determine the economic rent potential of the available space, a survey was conducted of similar developments.

The pages which follow will summarize the comparable rental data utilized in the appraisal of the subject property. While this study does not include all competitive space, it is useful in determining patterns of occupancy and economic levels of rent.


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Income Capitalization Approach, cont'd.

Comparable Improved Rental Data


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RETAIL RENT COMPARABLE NO. 1:

[GRAPHIC OMITTED]

PROJECT DATA

Project Name:   Eckerd Peartree Village

    Location:   SWC Church Street and Franklin Pike, Peartree Village Shopping
                Center, Brentwood, TN

      County:   Williamson

PROPERTY DATA

     Rentable Area (SF):   11,120

             Year Built:   1997

           Construction:   Concrete Block with brick veneer (inline space)

             Bay Depths:   140'

         Anchor Tenants:   Harris Teeter, Office Max

RENTAL DATA

          Quoted Rate/SF:  $17.50

      Existing Rate Range

          Anchor Tenants:  Not provided

              Spec Space:  $20.00+ quoted

        Restaurant Space:  N/A


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 108


Retail Rent Comparable No. 1, cont'd.

LEASE TERMS

           Lease Basis:   NNN

    Typical Lease Term:   20 years

            CAM Charge:   $1.50/SF

      Escalator Clause:   Escalates $0.50/SF every five years

            Finish-Out:   Turn key

     Rental Concessions   None

Occupancy Rate:   100%                 Historical Occupancy Rate:  N/A

Verified By:      Holly Shuck

Date:             04/25/96                             Comp_Code:  291

COMMENTS: The Eckerd tenant space is one tenant within the 109,867 SF Peartree Village shopping center in Brentwood. The center was completed in early speculative space. The Eckerd space is in-line tenant space and is not a freestanding building, which typically yields higher rent than in-line space.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 110


RETAIL RENT COMPARABLE NO. 2:

UNDER CONSTRUCTION
PHOTOGRAPH NOT AVAILABLE

PROJECT DATA

Project Name: CVS Franklin

Location: E/s of U.S. 431/Hillsboro Road at Del Rio Pike, Franklin

County: Williamson

PROPERTY DATA

Rentable Area (SF): 10,125

Year Built: Proposed, 1998

Construction: Concrete block and brick veneer

Bay Depths: 140'

Anchor Tenants: CVS

RENTAL, DATA

Quoted Rate/SF: $18.91

Existing Rate Range

Anchor Tenants: 18.91


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 111


Retail Rent Comparable No. 2, cont'd.

Spec Space: N/A

Restaurant Space: N/A

LEASE TERMS

Lease Basis: Absolute Net

Typical Lease Term: 20 years

CAM Charge: Tenant directly responsible

Escalator Clause: Rent escalates 5% in Year 10.

Finish-Out: Turnkey

Rental Concessions None

Occupancy Rate:   100%                    Historical Occupancy Rate:  N/A

Verified By:      Mark McDonald

Date:             08/16/97                                Comp_Code:  000

COMMENTS: The property rent basis is absolute net. Tenant pays insurance, taxes and common area maintenance directly. Landlord is responsible for structural maintenance only.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 112


RETAIL RENT COMPARABLE NO. 3:

[GRAPHIC OMITTED]

PROJECT DATA

Project Name: Walgreens, Bartlett

Location: 5950 Stage Road, Bartlett, TN

County: Shelby

PROPERTY DATA

Rentable Area (SF): 15,400

Year Built: 1996

Construction: Masonry

Bay Depths: Typical

Anchor Tenants: Walgreens

RENTAL DATA

Quoted Rate/SF: $21.50

Existing Rate Range

Anchor Tenants: $21.50


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                                           Retail Rent Comparable No. 3, cont'd.
--------------------------------------------------------------------------------

             Spec Space:  N/A
       Restaurant Space:  N/A

LEASE TERMS

            Lease Basis:  Absolute net

     Typical Lease Term:  20 years

             CAM Charge:  N/A

       Escalator Clause:  Every five years

             Finish-Out:  Turn-key

Rental Concessions None

  Occupancy Rate:  100%           Historical Occupancy Rate:   N/A

  Verified By:     Buyer

  Date:            07/01/96                       Comp_Code:   283

COMMENTS:     A lease was negotiated before construction of $21.50/SF absolute
              net with several 5 year options. Very good corner location in the
              heart of Bartlett.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 114


RETAIL RENT COMPARABLE NO. 4:

[GRAPHIC OMITTED]

PROJECT DATA

Project Name: Hollywood Video Franklin

Location: South side of SH-96, 185' west of Southwinds

Drive, Franklin

County: Williamson

PROPERTY DATA

Rentable Area (SF): 7,488

Year Built: 1997

Construction: Wood frame and dryvit siding

Bay Depths: 125'

Anchor Tenants: Hollywood Video

RENTAL DATA

Quoted Rate/SF: $22.42

Existing Rate Range

Anchor Tenants: $22.42


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 115


Retail Rent Comparable No. 4, cont'd.

Spec Space: N/A

Restaurant Space: N/A

LEASE TERMS

Lease Basis: Absolute Net

Typical Lease Term: 15 years

CAM Charge: Tenant directly responsible

Escalator Clause: Yes; see comments

Finish-Out: Turnkey

Rental Concessions None

 Occupancy Rate:   100%             Historical Occupancy Rate:  N/A

 Verified By:      Gerry Woodruff

 Date:             03/15/97                         Comp_Code:  290

COMMENTS:     The lease space is one lease space in a two tenant building. The
              second tenant will be a Jiffy Lube on a modified ground lease. The
              proposed Jiffy Lube construction is scheduled to be completed in
              February 1998. The Hollywood Video rent escalation occurs every
              five years and is increased by the lesser of either a total 12% or
              cumulative CPI over the preceding five year period.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 116


RETAIL RENT COMPARABLE NO. 5:


PROPOSED
PHOTOGRAPH NOT AVAILABLE


PROJECT DATA

Project Name: Hollywood Video, Inglewood,

Location: 3407 Gallatin Pike; W/s of Gallatin Road at Greenfield Drive, Nashville

County: Davidson

PROPERTY DATA

Rentable Area (SF): 7,488

Year Built: Proposed

Construction: 1-story wood frame, dryvit panel exterior

Bay Depths: 70'

Anchor Tenants: Hollywood Video

RENTAL DATA

Quoted Rate/SF: $19.06

Existing Rate Range

Anchor Tenants: $19.06


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 117


Spec Space: None

Restaurant Space: None

LEASE TERMS

Lease Basis: Absolute Net

Typical Lease Term: 15 years with two 5 year options

CAM Charge: Tenant pays direct

Escalator Clause: Minimum 12% every 5 years

Finish-Out: Build-to-suit (turnkey)

Rental Concessions None

 Occupancy Rate:   100%          Historical Occupancy Rate:   N/A

 Verified By:      Gerry Woodruff

 Date:             11/05/97                      Comp_Code:   000

COMMENTS:     The property rent basis is absolute net. Tenant pays insurance,
              taxes and common area maintenance directly. Landlord is
              responsible for structural maintenance only. The location is a
              high traffic corridor convenient to local established
              neighborhoods. The site is presently under construction.


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COMPARABLE RENT MAP #1

[GRAPHIC OMITTED]


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 119


COMPARABLE RENT MAP #1

[GRAPHIC OMITTED]


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 120


ANALYSIS OF POTENTIAL GROSS INCOME

Rent Roll

===================================================================================================================
Suite #       Tenant        Size        Lease         Lease         Lease       Rent/SF      Lease      Annual
                            (SF)        Begin         End           Term                     Type       Rent
-------------------------------------------------------------------------------------------------------------------
1             Eckerd        10,908      11/01/97      10/31/97      20          $25.54       Net        $278,580
===================================================================================================================

Option periods:                     Eckerd has four option periods of
five years each.

Annual Rent Schedule
      Year 1-5                      $278,580 annual base rent
      Year 6-10                     $284,028 annual base rent
      Year 11-15                    $289,488 annual base rent
      Year 16-20                    $294,936 annual base rent

Percentage Rent:                    2% of gross receipts exceeding
                                    minimum rent After end of 15th year,
                                    and provided no less than 10 yrs
                                    remain on unexpired term or
                                    extension, Tenant may at own expense
                                    remodel and credit against % rent.

Comments: The rent escalations every five years equate to $0.50/SF. The tenant is responsible for all maintenance including exterior, structural, mechanical, HVAC and interior repairs. In addition, the tenant is directly responsible for utilities, taxes and insurance. Thus, the lease is a true absolute net lease.

Tenancy:                            Single Tenant
Square Feet Occupied:               10,908 SF
Square Feet Vacant - Shell:         0 SF
Square Feet Vacant -
  2nd Generation:                   0 SF

Comparable Rental Analysis/Subject Estimated Market Rents

Introduction

In order to estimate market rent rates to apply to the subject, we surveyed similar properties in the subject neighborhood. Factors which typically influence rental rates include location, and physical attributes such as age, condition and design/appeal characteristics. The rent comparables presented in this report represent the most comparable properties to the subject with respect to age, quality of construction and location. The following chart summarizes the comparable improved rental data previously presented.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 121


Analysis of Potential Gross Income, cont'd.

Summary of Comparable Improved Rental Data

====================================================================================================================================
Rent No.          Subject           1                    2                      3                     4                   5
------------------------------------------------------------------------------------------------------------------------------------
Name/Address      Eckerd     Eckerd Peartree            CVS                 Walgreens,         Hollywood Video        Hollywood
                 Drugstore       village              Franklin              Bartlett              Franklin         Video, Inglewood
------------------------------------------------------------------------------------------------------------------------------------
Size(SF)         10,908          11,120                 10,125                    15,400                 7,488               7,488
------------------------------------------------------------------------------------------------------------------------------------
Year Built         1997            1997            Proposed, 1998                   1996         Proposed 1997            Proposed
------------------------------------------------------------------------------------------------------------------------------------
Occupancy          100%            100%                      100%                   100%                  100%                100%
------------------------------------------------------------------------------------------------------------------------------------
Quoted              N/A          $17.50                    $18.91                 $21.50                $22.42              $19.06
Rate/SF
------------------------------------------------------------------------------------------------------------------------------------
Tenant              N/A             NNN              Absolute Net           Absolute Net          Absolute Net        Absolute Net
Expenses
------------------------------------------------------------------------------------------------------------------------------------
CAM Charge          N/A        $1.50/SF           Tenant directly        Tenant directly       Tenant directly         Tenant pays
                                                      responsible            responsible           responsible              direct
------------------------------------------------------------------------------------------------------------------------------------
Rental              N/A            None                      None                   None                  None                None
Concessions
------------------------------------------------------------------------------------------------------------------------------------
Effective                        $17.50                    $18.91                 $21.50                $22.42              $19.06
Rate/SF
====================================================================================================================================

All property characteristics of the comparable rentals and the subject property have been analyzed by the appraisers. The following summarizes the comparison of primary factors of the comparable rentals affecting rents as compared to the subject.

Comparison to Subject

Subject:
   Primary Negative Factors:           None
   Primary Positive Factors:           Freestanding building in relatively high
                                       income per household market


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                                     Analysis of Potential Gross Income, cont'd.
--------------------------------------------------------------------------------

Rent No. 1 - Eckerd Peartree Village:
      Inferior Factors
         Compared to Subject:           In-line shopping center space
      Superior Factors
         Compared to Subject:           None
      Tenant Expenses:                  Similar
      Overall Comparison
         to Subject:                    Inferior

Rent No. 2 - CVS Franklin:
     Inferior Factors
         Compared to Subject:           Location in significantly less
dense commercial area
      Superior Factors
         Compared to Subject:           None
      Tenant Expenses:                  Similar
      Overall Comparison
         to Subject:                    Inferior

Rent No. 3 - Walgreens, Bartlett:
      Inferior Factors
         Compared to Subject:           Location (lower income area than
                                        Franklin)
      Superior Factors
         Compared to Subject:           None
      Tenant Expenses:                  Similar
      Overall Comparison
         to Subject:                    Slightly inferior

Rent No. 4 - Hollywood Video Franklin:
      Inferior Factors
         Compared to Subject:           Inferior quality building
      Superior Factors
         Compared to Subject:           None
      Overall Comparison
         to Subject:                    Slightly inferior

Rent No. 5 - Hollywood Video, Inglewood:

      Inferior Factors
         Compared to Subject:           Location; Inferior quality
                                        building
      Superior Factors
         Compared to Subject:           None
      Overall Comparison
         to Subject:                    Inferior

Most Comparable Rentals:                Nos. 2, 3 and 4

Conclusions/Analysis: Most build-to-suit leases are derived on the basis of approved development costs, including the land, by the prospective tenant. As a result, the location can have a significant influence based on the cost of land. Similarly, the quality of construction has an impact on the rental rate.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 123


Analysis of Potential Gross Income, cont'd.

Rent No. 4 is located next door to the subject. For this reason, it is considered the most comparable to the subject. However, it is still slightly inferior because of the quality of construction. In addition, the comparable helps establish the fact that the subject location is significantly superior to other Middle Tennessee suburban locations. The typical Hollywood Video rents in Middle Tennessee are in the $17.00/SF to $19.00/SF range. Rent No. 4 is about 20% to 30% above the typical range.

The CVS Franklin store is in a significantly inferior location relative to Franklin commercial neighborhoods. Residential growth in the area is anticipated to be very strong over the next five years; however, the existing residential development is significantly less than the subject's locale. The SH-96 commercial corridor is significantly more dense and land values are much higher. The CVS land was $600,000+ compared to the subject's estimated land value of $1,100,000.

The only recent Eckerd lease in the Nashville area is the in-line space within the Peartree Village shopping center (Rent No. 1). Typically, in-line space is significantly lower than freestanding, pad site type buildings.

In addition to the previous Nashville MSA rent comparables, the appraiser has considered a 1996 Walgreen drag store lease in Bartlett, Tennessee. Bartlett is a suburb of Memphis, Tennessee. The 15,400 SF freestanding building was leased at $21.50/SF, absolute net. The Bartlett community is generally inferior to the Franklin community based on a comparison of demographic characteristics, particularly household income. However, it is a relatively recent rent comparable of a freestanding drug store.

Overall, the subject is superior to all of the comparable rent properties. Considering the differences in the comparable properties as compared to the subject, the subject's actual lease rate of $25.54/SF appears to be reasonable and is considered to represent market rent for a comparable national drugstore chain building similar to the proposed improvements.

Estimated Market Rate:            $25.54/SF

Expense Recoveries:               Analysis:All of the comparable retail
                                  ease rates were based on an absolute
                                  net basis or NNN. The following
                                  Stabilized Operating Statement, which
                                  follows the Analysis of Expenses, is
                                  based on the proposed lease rate with
                                  an absolute net lease basis.

The Stabilized Operating Statement, which follows the Analysis of Expenses, is based on the subject's actual lease rate and expense pass throughs.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 124


ANALYSIS OF EXPENSES

Introduction

No historical data was available from the property since the property is proposed construction. The subject has an absolute net lease with the tenant even responsible for the structural walls and roof repairs. The tenant will pay and be billed directly for all other expenses. Therefore, the subject will have minimal expenses to the landlord. The following analysis addresses only those expenses that are the responsibility of the landlord.

Vacancy & Collection Loss
     Expense Description:               Vacancy & collection loss is an
                                        allowance for reductions in potential
                                        income attributable to vacancies, tenant
                                        turnover and nonpayment of rent. The
                                        allowance is usually estimated as a
                                        percentage of potential gross income,
                                        which varies depending on the type and
                                        characteristics of the physical
                                        property, the quality of tenants,
                                        current and projected supply and demand,
                                        and general and local economic
                                        conditions. The percentage rate
                                        recognized reflects typical investor
                                        expectations over the specific holding
                                        period assumed or projected.

     Subject Data:
          Tenancy:                      Single Tenant
          Current Occupancy:            100%

     Analysis:                          Based on a review of market data as well
                                        as the subject's preleased vacancy, a
                                        vacancy and collection loss of 0% is
                                        believed to appropriately recognize
                                        potential collection loss over the
                                        holding period. In reality, the lease is
                                        a 20 year lease to an investment grade
                                        credit tenant and there will be no
                                        tenant turnover through the holding
                                        period. The treatment of the subject
                                        vacancy must be the same as the vacancy
                                        treatment of the sales in order to
                                        derive the same type of calculated net
                                        operating income for capitalization
                                        purposes. The comparable sales utilized
                                        a 0% vacancy since they were all leased
                                        to high credit tenants generally similar
                                        to the subject.

Estimated Vacancy &
     Collection Loss:                   0%

Management:
     Expense Description:               The subject must be considered as an
                                        investment under prudent management. A
                                        charge is made to reflect either the
                                        owners input of time and attention or
                                        that of a professional agent. The
                                        expense would include the collection of
                                        rents, supervision of all maintenance,
                                        etc.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 125


                                                   Analysis of Expenses, cont'd.
--------------------------------------------------------------------------------

     Analysis:                          The proforma annual management fee for
                                        he subject property is 1.0% of the
                                        Effective Gross Income. This reflects
                                        the owners time and expense for
                                        bookkeeping and other minimal management
                                        and administrative duties since it is
                                        considered a long-term, absolute net
                                        lease.

     Estimated Management:              1.0%

Reserves:

     Expense Description:               A reserves or replacement allowance
                                        provides for the periodic replacement of
                                        building components that wear out more
                                        rapidly than the building itself and
                                        must be replaced periodically during the
                                        building's economic life. Examples of
                                        these components are roof cover, HVAC
                                        compressors, parking areas and other
                                        site improvements.

     Analysis                           The reserves expense estimate is based
                                        primarily on the typical expense
                                        recognized by buyers as compared to a
                                        calculated type estimate. Based upon the
                                        age and condition of the property and
                                        typical buyer actions, the reserves
                                        expense estimate is $0.10/SF.

     Estimated Reserves:                $0.10/SF

Estimated Expense Summary

     Management                      1.0%       EGI     =     $2,786

     Taxes:                        $0.00        /SF     =     $    0

     Insurance:                    $0.00        /SF     =     $    0

     CAM:                          $0.00        /SF     =     $    0

     Administration                $0.00        /SF     =     $    0

     Reserves:                     $0.10        /SF     =     $1,091
                                   -----                      ------

Subtotal Expenses:                 $0.36        /SF     =     $3,877

Note: Taxes, Insurance & CAM will be paid directly by the tenant.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 126


Analysis of Expenses, cont'd.

STABILIZED OPERATING STATEMENT


Gross Rental Income Potential:

                                          Lease
                        Size (SF)          Rate
Gross Rent Income         10,908    @   $25.54 /SF    =          $278,580
(See Rent Roll for Rent Allocation)

Plus: Expense Recovery                                                  0
                                                                 --------
Total Gross Annual Income:                                       $278,580

Less: Vacancy/Collection Loss               0%                   $      0
                                                                 --------
Effective Gross Income                                           $278,580

Less Expenses

  Management             1.0%  EGI   =    $2,786
  Taxes                $0.00   /SF   =        $0
  Insurance:           $0.00   /SF   =        $0
  CAM:                 $0.00   /SF   =        $0
  Administration:      $0.00   /SF   =        $0
  Reserves:            $0.10   /SF   =    $1.091
                       -----              ------
Subtotal Expenses:     $0.36   /SF   =    $3,877                  ($3,877)
                                                                 --------
Net Operating Income:                                            $274,703
                                                                 ========

 NOI/SF                  $25.18
 NOI/Gross Income        98.61%

CAPITALIZATION TECHNIQUE

           NOI     /    OAR   =      Value Estimate
        $274,703   /  9.00%   =        $3,052,260

Current Stabilized Value Estimate      $3,050,000
Less: Deferred Maintenance                      0
Less: Lease-Up Costs to Stabilization           0
                                       ----------
As Is Value Estimate                   $3,050,000


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 127


ANALYSIS OF DIRECT CAPITALIZATION RATE

Introduction

Direct capitalization is a method used to convert a single year's income estimate into a value indication. The capitalization rate utilized in the income capitalization approach combines input from the marketplace in conjunction with a review of mortgage/equity positions. Although the appraiser can estimate an overall capitalization rate by using various techniques, derivation of the rate from comparable sales is generally preferred when sufficient data are available from transactions of similar, competitive properties. In order to provide a consistent basis for comparison, the net operating income from each comparable is calculated and estimated in the same manner as that for the subject property. Additionally, the appraiser must conclude that neither non-market financing terms nor different market conditions have affected the transaction prices of the comparables. When these requirements are met, the appraiser estimates the overall rate by dividing each property's net operating income by its sale price.

Improved Sales' Overall Rate Summary

==========================================================================================================
Sales No                  Subject             1              2              3              4            5
----------------------------------------------------------------------------------------------------------
Name/Address                             Eckerd        Eckerd        CVS Drug       CVS Drug         CVS
                                         Drugs          Drugs         Store,         Store,         Drug
                                        Acworth        Tucker          Irmo          Chimney       Store,
                                                                                      Ridge        Lilburn
----------------------------------------------------------------------------------------------------------
Sale Date                 Current      12/20/96       12/19/96      UC (9/97)       06/06/97        12/96
----------------------------------------------------------------------------------------------------------
Year Built                   1997          1996           1996           1997           1997         1996
----------------------------------------------------------------------------------------------------------
Occupancy                    100%          100%           100%           100%           100%         100%
----------------------------------------------------------------------------------------------------------
Size(SF)                   10,908        10,908          9,504         10,125         10,125       13,125
----------------------------------------------------------------------------------------------------------
% Credit/Achor               100%          100%           100%           100%           100%         100%
----------------------------------------------------------------------------------------------------------
Oveall Rate                   N/A         9.29%          9.55%          8.89%          8.98%        8.98%
==========================================================================================================

Note: All transaction data in the chart reflects cash equivalency and/or other adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting OAR

All property and conditions of sale characteristics of the comparable sales and the subject property have been analyzed by the appraisers. The following summarizes the comparison of primary factors of the comparable sales affecting value as compared to the subject.

Note: The reader is reminded that this is a comparison of overall rates and not the sales price per square foot. Therefore, the terms of comparison to the subject of each sale may be different than those used in the previously presented Sales Comparison Approach, which was based on the quantity of income and subsequent adjustments to the sales price per square foot. While the overall rate recognizes physical factors, intangible factors such as quality of tenants, conditions of sale, occupancy at time of sale, and investment quality tend to have stronger


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 128


Analysis of Direct Capitalization Rate, Cont'd.

influence on the overall rate comparison. As an example, two properties with different locations and quality of improvements may have significantly different per square foot sales prices, but very similar overall rates. Thus, the comparison to the subject includes the intangible factors influencing overall rates.

Subject:
      Primary Negative Factors:    None
      Primary Positive Factors:    Credit rating of Eckerd has improved since
                                   merger with JC Penney

Comment/Analysis: All of the sales represent buildings with long-term leases to investment grade credit tenants. As discussed in the sales comparison approach, the most significant factor for long-term leases to credit tenants is the quality of the credit. The merger of JC Penney and Eckerds was announced in early November 1996 subject to approval by stockholders of Eckerds. JC Penney completed the cash tender offer of Eckerd common stock on December 6, 1996. Upon completion of the cash tender offer, JC Penney obtained in excess of 50.1% of Eckerd's outstanding shares. Prior to the merger, Eckerds credit rating was significantly inferior to other retail drug companies such as Walgreens, Riteaid and CVS, but superior to Revco. The rating was low because of the high debt ratios and relatively weaker financial performance prior to 1996. Walgreens has the highest credit rating of all major retail drug companies with Riteaid and CVS in the next tier.

JC Penney, the largest department store chain in the U.S., has a very strong credit rating. However, the revised Eckerd credit rating was not released until February 1997. Moody's upgraded the Eckerd industrial development revenue bond rating to A3 from Ba3 and senior subordinated debt to Baal from B2. The credit rating was not increased to the equivalent of JC Penney. The primary reason was the lack of any guaranty, assumption or legal support agreement from Penney for the benefit of holders of Eckerd obligations. On the other hand, Moody's expects that Eckerd's cash needs will be met through intercompany funding from Penney.

Considering the Eckerd's improved credit rating since the December 1996 Eckerd sales, the appropriate overall rate for the subject should be similar to the CVS overall rates, or 9.00%.

Concluded OAR: 9.00%

Analysis of Subject's Potential Mortgage Terms

Preliminary Analysis:               Several factors affect the potential real
                                    estate mortgage terms of any given property.
                                    These factors include, creditworthiness of
                                    the borrower, quality of tenants, length of
                                    term, amortization and other factors
                                    considered by lenders when analyzing the
                                    relative risk of a loan. However, lenders
                                    typically have general parameters or
                                    guidelines established for real estate
                                    loans. The appraisers have had discussions
                                    with local mortgage brokers about long-term
                                    financing terms and bankloan officers about
                                    short term financing.


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                                 Analysis of Direct Capitalization Rate, Cont'd.
--------------------------------------------------------------------------------

     Long-Term Financing:           Institutional lenders are typically
                                    establishing interest rates on the basis of
                                    130 to 200 basis points above the comparable
                                    term U.S. Treasury Bond with a 7 to 10 year
                                    term, 20 to 25 year amortization and 70% to
                                    75% loan-to-value ratio. While these terms
                                    may vary from lender to lender, the ultimate
                                    test for a particular loan is the debt
                                    coverage ratio.

     Bank Short-Term
          Financing:                Banks are typically utilizing the prime rate
                                    as the index for loans. Mortgage interest
                                    rates are typically 200+/- basis points
                                    above the prime rate. The mortgage terms are
                                    preferably a three year call based on a 20
                                    to 25 year amortization and 70% to 75%
                                    loan-to-value ratio: however, banks will
                                    provide a five year term in some situations.

Summary of Subject's Potential Mortgage Terms

     Mortgage Type:                 Long-term;
          Analysis:                 This appraisal contemplates a typical
                                    long-term loan instead of a bank short-term
                                    loan. While the bank loan is common, a
                                    long-term loan is more consistent with the
                                    typical holding period for real estate.

     U.S. Treasury Bond
       10 Year Rate:                6.00%
     Loan Term:                     10 years
     Amortization:                  20 years
     Loan-to-Value Ratio:           75%
     Approx. Interest Rate:         8.00%

Debt Coverage Ratio (DCR) Analysis: A Test of Reasonableness

                                         Direct Cap Value    Final Report Value

Direct Capitalization Value                 $3,050,000           $3,050,000

Loan Amount @ L-to-V of         75%         $2,287,500           $2,287,500

Monthly Payment                                $19,134              $19,134


Estimated NOI                                 $274,703             $274,703

Divided by Annual Payment                     $229,603             $229,603
                                              --------             --------
Implied Debt Coverage Ratio                       1.20                 1.20

----------

Note: The rate is an approximation on a rounded basis due to the weekly change in the rate.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 130


Analysis of Direct Capitalization Rate, Cont'd.

Comment/Analysis: The implied debt coverage ratios for the direct capitalization method value estimate and the final report value (based on correlation of all three approaches) are acceptable and reasonable.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 131


INCOME CAPITALIZATION APPROACH - RECONCILIATION

Introduction

The direct capitalization and discounted cash flow analysis are the two most frequently utilized methods in appraisal practice. The Direct Capitalization Method represents the more traditional method and the Discounted Cash Flow Analysis Method is the more current for investment grade property.

Direct Capitalization $3,050,000

The Direct Capitalization Method utilized stabilized gross income based on existing lease income (if any) and vacant lease space at market rates. Appropriate deductions from the gross income, including vacancy & credit loss and expenses, were analyzed and supported from available data. The resulting net operating income was capitalized based on an overall rate derived from comparable sales presented in the Sales Comparison Approach.

Discounted Cash Flow Omitted

A Discounted Cash Flow model takes into account the future income to the property based on current and expected future market rental rates. The analysis also recognizes current investor perceptions of future appreciation rates and economic factors as well as current investors' required rates of return on invested capital. Over the past few years, investors have placed less emphasis on this technique as a primary valuation tool. It has become more of a test of reasonableness. The discounted cash flow is not typically a significant valuation tool for a single tenant, long-term lease property, particularly with adequate sales data from which an overall rate can be derived.

Reconciliation

Value Estimate Summary by Method:
         Direct Capitalization:                              $3,050,000
         Discounted Cash Flow Analysis:                         Omitted

The subject's investment grade quality is good with the most probable buyer being a sophisticated regional or national investor. Recent investor trends reflect a tendancy of investors to focus on the direct capitalization approach. In addition, a sufficient number of recent sales of similar properties is available to derive an overall capitalization rate. Thus, total consideration is given the direct capitalization approach

Therefore, the estimated value of the subject property by the income capitalization approach, as of November 20, 1997, as follows:

Value Indicated by the Income Capitalization Approach $3,050,000

Implied OAR: 9.01%


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 132


CORRELATION AND FINAL ESTIMATE OF VALUE

Introduction:

The three indications utilized in the appraisal of the subject property falls within an acceptable range. In the final analysis, the strengths and weaknesses of each approach must be considered and most weight must be given to the approach or approaches with the greatest quantity and quality of supporting data. Since market value is being sought, all three approaches rely heavily upon supporting data from the marketplace.

Cost Approach:                      $2,825,000

General Description:                The cost approach is most applicable when a
                                    property is new or proposed and represents
                                    the highest and best use of the site. Land
                                    values are documented in the marketplace and
                                    cost estimates are readily supported. The
                                    inherent weakness of this approach is that
                                    it gives no consideration to the
                                    income-producing capability of a property.

Analysis:                           Since the subject is new construction and
                                    market conditions are currently favorable,
                                    this is a reasonable method of valuation.
                                    However, it is utilized more as a test of
                                    feasibility for the subject because it does
                                    not reflect the actions of buyers/investors
                                    in the market and the credit worthiness of
                                    the tenant.

Weighted Consideration:             Limited

Sales Comparison Approach:          $3,050,000

General Description:                The sales comparison approach is utilized in
                                    the valuation of the subject. The appraisal
                                    utilizes the best available and verifiable
                                    single tenant, investment grade tenant
                                    property sales comparable to the subject
                                    property. This approach utilized two methods
                                    to estimate a value range for the subject -
                                    1) sales price per square foot and 2) the
                                    gross income multiplier (GIM). The adjusted
                                    selling price per square foot of building
                                    area and GIM of each comparable is utilized
                                    in comparison to the subject property. After
                                    appropriate adjustments, these sales were
                                    generally similar to the subject in quality,
                                    design, location and age.

Analysis:                           A sufficient quantity and quality of
                                    comparable sales was available to compare to
                                    the subject. Given the similar investment
                                    quality and type of buyer of the comparable
                                    sales, this approach is considered a very
                                    reliable value indicator for the subject.

Weighted Consideration:             Significant


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 133


                                Correlation and Final Estimate of Value, Cont'd.
--------------------------------------------------------------------------------

Income Capitalization
 Approach:                          $3,050,000

General Description:                The income capitalization approach involved
                                    the analysis of the existing rent as
                                    compared with market rent for the subject
                                    space. Additionally, a stabilized operating
                                    statement was developed. The net operating
                                    income was capitalized by the appropriate
                                    capitalization rate which was derived by
                                    sales comparison.

Analysis:                           A sufficient quantity and quality of
                                    comparable rental and sale data was
                                    available to compare to the subject. Since
                                    the subject's most probable buyer is a
                                    regional or national investor, this approach
                                    is considered highly reflective of the
                                    actions and investment criteria for the
                                    potential investor in the subject property.

Weighted Consideration:             Significant

Summary of Value Indications

      Cost Approach                                        $2,825,000
      Sales Comparison approach                            $3,050,000
      Income Capitalization Approach                       $3,050.000

Final Conclusion of Value

In view of the previous analyses, the most weight has been placed on the sales comparison approach and income capitalization approach with limited weight being placed on the cost approach in the valuation of the subject property. The cost approach value indication is supportive of the other two approaches and supports the feasibility of the development. Thus, the market value of the subject property, contingent to the Assumptions and Limiting Conditions presented herein, as of November 20, 1997, is estimated to be:

Three Million Fifty Thousand Dollars
($3,050,000)


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 134


CERTIFICATION OF VALUE

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

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

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

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

4. Our compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of subsequent event.

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

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

7. As of the appraisal date, James E. Lamb, MAI, has completed the requirements of the continuing education program of the Appraisal Institute.

8. We have made a personal inspection of the property that is the subject of this report.

9. No one provided significant professional assistance to the person(s) signing this report.

10. This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan.

11. The market value of the Leased Fee interest for the subject property, subject to the Assumptions and Limiting Conditions stated herein, as of November 20, 1997, is estimated to be:

Three Million Fifty Thousand Dollars
($3,050,000)

/s/ James E. Lamb

James E. Lamb, MAI
State Certified General Real Estate Appraiser
Licensee #CG-557


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 135


                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
--------------------------------------------------------------------------------

Education

Attended the University of North Alabama, Fall 1977 through Spring 1979. Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981; MBA Finance, August, 1982.

Professional Affiliations

The Appraisal Institute, The Volunteer State Chapter; MAI Designation - Certification No. 8254. Continuing education completion status - through December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville Board of Realtors.

State Certifications

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

Accredited Appraisal Courses
The Appraisal Institute:

Course    101   Introduction to Appraising Real Property
Course    1A-1  Real Estate Appraisal Principles
Course    1A-2  Basic Valuation Procedures
Course    1B-A  Capitalization Theory and Techniques, Part A
Course    1B-B  Capitalization Theory and Techniques, Part B
Course    2-1   Case Studies In Real Estate Valuation
Course    2-2   Valuation Analysis and Report Writing
Course          Standard of Professional Practice, Part A
Course          Standard of Professional Practice, Part B
Seminar         Hazardous Materials in Real Property
Seminar         Persuasive Styles in Narrative Report Writing
Seminar         Advanced Income Capitalization Overview

Other

Real Estate Principles
Real Estate Finance
Commercial and Investment Real Estate Project Seminar

Professional Exchange to Foreign Countries

Participated as a delegate of People to People International's Citizen Ambassador Program - Real Estate Delegation to Russia and Lithuania. Discussions focused on the privatization of real estate in these countries as they converted real estate ownership from the government to the private sector. Issues specific to this process included real estate law fundamentals, real estate tax issues, real estate valuation and attracting foreign real estate investment.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 136


                                                       Summary of Qualifications
                                                              James E. Lamb, MAI
--------------------------------------------------------------------------------

Professional Experience

Appraisal experience includes retail, industrial, office, multi-family, mixed-use land developments and special-purpose properties. Special-purpose property assignments include hotels, manufacturing facilities, restaurants, right-of-ways and retirement facilities. Appraisals have been utilized for mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and corporate management decisions.

Expert Witness

Qualified as an expert witness in several real estate court cases. Court appearances have been in Middle Tennessee, East Tennessee and West Tennessee federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee State Board of Equalization.

Employment History

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle in the company. Mr. Lamb is the principle in charge of the commercial real estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by a Dallas, Texas appraisal firm from March 1983 through June 1987 as a staff appraiser.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 137


ADDENDA

Contents

Exhibit 1         Subject Metes & Bounds Legal Description
Exhibit 2         Insurance Valuation


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 138


Exhibit 1 Subject Metes & Bounds Legal Description


(C) 1997 Huber & Lamb Appraisal Group, Inc.


PROPERTY DESCRIPTION
Lot 17

Proposed Revision Four, Woodlands Subdivision

A tract of land lying in the Ninth Civil District of Williamson County, in the City of Franklin, Tennessee and being a portion of Lots 17 and 18, of Revision Three, Woodlands Subdivision of record in Plat Book 12, Page 25 in the Register's Office, Williamson County, Tennessee and more particularly described as follows:

BEGINNING at the westerly curve return at the southwest corner of the intersection of State Route 96 (Mufreesboro Road, a 96 foot right of way) and Southwinds Drive said point lying on the northerly line of Lot 17 of Proposed Revision Four of Woodlands Subdivision; thence.

1. With the southerly right of way line of said State Route 96, easterly, with a curve to the right, having a radius of 24.86 feet and a central angle of 90(degree)00'00", an arc length of 39.05 feet, a chord bearing and distance of South 39(degree)45'08" East, 35.15 feet to an iron pin set on the westerly right of way line of said Southwinds Drive; thence.

2. With said westerly right of way line, South 05(degree)14'52" West, 325.22 feet to an iron pin set at the common easterly corner of the Lots 17 and 18 of said proposed subdivision; thence.

3. With the common line of proposed Lots 17 and 18, North 84(degree)48'08" West, 207.49 feet to an iron pin set at the southeast corner of Lot 16 of said proposed subdivision; thence.

4. With the common line of proposed Lots 16 and 17, North 05(degree)14'32" East, 350.08 feet to an iron pin set on the southerly right of way line of said Sate Route 96; thence.

5. With said southerly right of way line, South 84(degree)45'08" East, 182.66 feet to the POINT OF BEGINNING and containing 1.665 acres, more or less.

Being a portion of the same property conveyed to Franklin Land Development Fund by deed from Lee A. Beaman, of record in Book 636, Page 331, Register's Office of Williamson County, Tennessee.


An Appraisal Report

Of

BROWNSVILLE PLACE SHOPPING CENTER
A 77,752 SF NEIGHBORHOOD SHOPPING CENTER BUILDING
110 - 128 DUPREE AVENUE/SR-76 BY-PASS
BROWNSVILLE, HAYWOOD COUNTY, TENNESSEE

Effective Date Of Report
AUGUST 14, 1997

Specifically For
MR. LAWRENCE MILLER
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

By
HUBER & LAMB APPRAISAL GROUP, INC.
109 Westpark Drive, Suite 320
Brentwood, Tennessee 37027-5032

09-97-567


[Letterhead of Huber & Lamb Appraisal Group, Inc.]

November 25, 1997

Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

RE: AN APPRAISAL ASSIGNMENT OF BROWNSVILLE PLACE SHOPPING CENTER A 76,762 SF NEIGHBORHOOD SHOPPING CENTER BUILDING 110 - 128 DUPREE AVENUE/SR-76 BY-PASS
BROWNSVILLE, HAYWOOD COUNTY, TENNESSEE

Dear Mr. Miller:

At your request and authorization, we have appraised the above-referenced property for the purpose of estimating its current market value as of August 14, 1997, assuming an individual property sale. In addition, you have requested the estimated value of the subject assuming it is part of a 18 property portfolio sale. The property rights being appraised are the leased fee interest in the subject property. It is our understanding that the report will be used to assist in real estate mortgage finance underwriting of the subject property.

ASSUMING SINGLE ASSET PROPERTY SALE

Based on the inspection of the property and the investigations and analyses undertaken, we have formed the opinion that, as of August 14, 1997 and subject to the Assumptions and Limiting Conditions set forth in the attached report, the market value of the leased fee interest in the subject property is:

THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($3,250,000)

ASSUMING PORTFOLIO SALE

Based on the inspection of the property and the investigations and analyses undertaken, we have formed the opinion that, as of August 14, 1997 and subject to the Assumptions and Limiting Conditions set forth in the attached report, the market value of the leased fee interest in the subject property, assuming the property is sold as part of the 18 property portfolio described herein, is:

THREE MILLION SIX HUNDRED TEN THOUSAND DOLLARS
($3,610,000)


Mr. Lawrence Miller
November 25, 1997

Page 2

MARKETING PERIOD: The marketing period is estimated to be 12 months, assuming the subject is placed on the market at the final value estimate conclusion above.

Three approaches to value were utilized in the valuation process for the subject development. These included the cost approach, the sales comparison approach and the income capitalization approach.

The narrative appraisal report that follows contains the identification of the property, the assumptions and limiting conditions, pertinent facts about the area and the subject property, comparable data, the results of the investigations and analyses, and the reasoning leading to the conclusions contained herein. Our analysis, opinions, and conclusions were developed, and this report has been prepared in accordance with the Uniform Standards of Professional Appraisal Practice published by the Appraisal Foundation and the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute.

As requested by the client, the following statements relate to the permitted use of the subject appraisal report.

o The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in determining whether to make a loan evidenced by a note (the "Property Note") secured by the Property.

o The report may be relied upon by any purchaser in determining whether to purchase the Property Note for this transaction from Merrill Lynch Mortgage Capital Inc.

o The report may be relied upon by any Rating Agency in rating securities issued by Merrill Lynch Mortgage Capital Inc. and representing an interest in the Mortgage Note.

o The report may be included with and referred to in materials offering the Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the client's intended uses of the report. However, no other entity other than the previously described entities may rely upon this appraisal report without prior written consent from the appraiser.


Mr. Lawrence Miller
November 25, 1997

Page 3

We appreciate the opportunity to be of service to you. Should you have any questions concerning this appraisal, please do not hesitate to contact this office. For further information, your attention is directed to the following report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC

/s/ James E. Lamb, MAI                              /s/ Craig A. Johnson
---------------------------------------------       ----------------------------
James E. Lamb, MAI                                  Craig A. Johnson
State Certified General Real Estate Appraiser       Associate Appraiser
Licensee #CG-557                                    State Certified General
                                                     Real Estate Appraiser
                                                    Licensee #CG-1200


TABLE OF CONTENTS

Summary of Important Facts and Conclusions....................................1
The Appraisal Assignment......................................................3
     Identification of Subject Property.......................................3
     Purpose & Use of The Appraisal Report....................................3
     Property Rights Being Appraised..........................................3
     Significant Dates of Appraisal Assignment................................3
     Scope of the Appraisal...................................................3
     Subject Property Sales History...........................................4
Definition of Terms...........................................................6
Assumptions and Limiting Conditions..........................................10
Brownsville Area Analysis....................................................12
     Brownsville Area Map....................................................18
Jackson County Analysis......................................................19
     County Map..............................................................22
Shopping Center Market Analysis..............................................23
Neighborhood Analysis........................................................26
     Neighborhood Map........................................................29
Site Analysis................................................................30
     As Built Survey.........................................................33
     Proposed Survey.........................................................34
     Site Description........................................................35
     Tax Plat Map............................................................36
     Flood Plain Map.........................................................37
Description of Improvements..................................................38
     Floor Plans.............................................................40
Photographs of Subject Property..............................................42
Subject Property Zoning......................................................44
     Zoning Map..............................................................46
Highest and Best Use.........................................................47
Real Estate Tax Analysis.....................................................51
Appraisal Procedure..........................................................53
Land Valuation...............................................................55
     Land Sales..............................................................57
          Comparable Land Sales Map..........................................61
     Land Valuation Summary..................................................62
Cost Approach................................................................68
     Subject's Marshall Valuation Cost Data..................................69
     Analysis of Depreciation................................................71
     Cost Approach Summary...................................................75
Sales Comparison Approach....................................................76
   Comparable Improved Sales Data............................................78
     Comparable Improved Sales Map...........................................78


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 1


Table of Contents, cont'd.

     Sales Comparison Approach Analysis......................................89
       Sales Comparison Approach Reconciliation..............................94
Income Capitalization Approach...............................................95
     Comparable Improved Rental Data.........................................97
       Comparable Improved Rental Map.......................................105
     Potential Gross Income Analysis........................................106
     Expense Analysis.......................................................110
     Stabilized Operating Statement.........................................113
     Direct Capitalization Rate Analysis....................................114
       Subject's Potential Mortgage Terms Analysis..........................116
       Debt Coverage Ratio Analysis: A Test of Reasonableness...............117
     Discounted Cash Flow Analysis..........................................118
       Discounted Cash Flow Summary.........................................128
     Income Capitalization Approach Reconciliation..........................131
Correlation and Final Estimate of Value.....................................132
Certification of Value......................................................135
Portfolio Sale Market Value Estimates.......................................139
Certification of Value - Portfolio Sale Market Value Estimates..............145
Summary of Qualifications...................................................146
Addenda.....................................................................151


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 2


                                                      SUMMARY OF IMPORTANT FACTS
                                                                   & CONCLUSIONS
================================================================================

VALUATION CONCLUSION:
 SINGLE ASSET SALE
  AS IS VALUE ESTIMATE:                         $3,250,000
   Cost Approach:                               $3,260,000
   Sales Comparison Approach:                   $3,225,000
   Income Capitalization Approach:              $3,250,000

  INTEREST APPRAISED:                           leased fee

  VALUE ESTIMATE'S IMPLIED UNITS OF COMPARISON:
   Value/SF:                                    $42.34/SF
   GIM:                                         9.16x
   Overall Rate:                                10.00%

AS IS PORTFOLIO SALE VALUE ESTIMATE:            $3,610,000

SPECIAL LIMITING CONDITION: The portfolio sale value estimate specifically assumes the subject property is part of the 18 property portfolio defined herein.

  ESTIMATED MARKETING PERIOD:                   12 months, assuming the subject
                                                is placed on the market at the
                                                final value estimate conclusion
                                                above.

SIGNIFICANT APPRAISAL DATES:
  DATE OF APPRAISAL REPORT:                     November 25, 1997
  EFFECTIVE DATE OF APPRAISAL:                  August 14, 1997
  DATE OF INSPECTION:                           August 14, 1997

LOCATION:
  PHYSICAL LOCATION:                            Southeast corner of Dupree
                                                Avenue/SR-76 Bypass and East
                                                Main Street/US-70.
  City:                                         Brownsville
  County:                                       Haywood
  State:                                        Tennessee

LEGAL DESCRIPTION:
  TAX MAP/PARCEL:                               074 - 024

PROPERTY DESCRIPTION:
  LAND AREA:
   Acres:                                       11.433
   Square Feet:                                 498,017
   Zoning:                                      GC - General Commercial District

IMPROVEMENTS:
   Property Type:                               Neighborhood shopping center


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 1


                               Summary of Important Facts & Conclusions, cont'd.
--------------------------------------------------------------------------------

   Tenancy:                                   Multi-tenant
   Size (Gross Building Area):                77,752 SF
   Size (Net Rentable Area):                  76,762 SF
   Year Built:                                1989
   Physical Occupancy at Completion:          98%

HIGHEST AND BEST USE:
  AS VACANT:                                  Hold for investment and/or
                                              development as an office or retail
                                              services use.

  AS IMPROVED:                                Continued use as a shopping center
                                              on a multi- tenant basis.

ESTIMATED INCOME OPERATING DATA:
  GROSS POTENTIAL INCOME:                     $410,517
  STABILIZED VACANCY:                         5% of local shop space only
  NET OPERATING INCOME:                       $324,972


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 2


THE APPRAISAL ASSIGNMENT

IDENTIFICATION OF SUBJECT PROPERTY

Property Name:                          Brownsville Place Shopping Center
Property Type:                          Neighborhood Shopping Center
Address:                                110 - 128 Dupree Avenue/SR-76 By-pass
General Location:                       Southeast corner of Dupree Avenue/SR-76
                                        Bypass and East Main Street/US-70
City:                                   Brownsville
County:                                 Haywood
State:                                  Tennessee
Tax Map/Parcel:                         074 - 024 (North Half)
Metes & Bounds Description:             See Exhibit 3 Addenda

PURPOSE & USE OF THE APPRAISAL REPORT

Purpose of Report:                      Estimate the "as is" market value of
                                        subject property. The reader is referred
                                        to the Definition of Terms section of
                                        the report for the definition of market
                                        value as utilized in this analysis.

Client's Intended Use of Report:        Assist in real estate mortgage finance
underwriting of the subject property.

PROPERTY RIGHTS BEING APPRAISED

The property rights being appraised are the leased fee interest in the subject property. The reader is referred to the Definition of Terms section of the report for the definition of leased fee as utilized in this analysis.

SIGNIFICANT DATES OF APPRAISAL

The subject property is being appraised as of the effective date presented below. The appraised property is subject to the market influences and economic conditions that existed on that date. The Date of the Report represents the approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:               September 10, 1997
Effective Date Of Appraisal:            August 14, 1997
Date of Inspection:                     August 14, 1997

SCOPE OF THE APPRAISAL

In preparing this appraisal report, the appraisers have completed several steps to assemble the data and form the opinions presented in this written report.

1. Considered the complexity of the property and the appraisal assignment in the context of the purpose and intended use of the appraisal report.


(C)1997 Huber & Lamb Appraisal Group. Inc. Page 3


The Appraisal Assignment, cont'd.

2. Analyzed the Brownsville economy and the subject neighborhood to determine the market conditions that effect the subject's market value.

3. Inspected the subject property and surrounding neighborhood.

4. Gathered physical and/or factual data on the subject recorded data, physical characteristics of the site and improvements, and legal restrictions imposed by the municipal government.

5. Analyzed the data gathered and determined their affects on market value in conjunction with the highest and best use of the real estate as if vacant and as improved.

6. Considered the appropriateness of the three traditional appraisal approaches to value including the cost approach, sales comparison approach and the income capitalization approach.

7. The application and process of each valuation approach are detailed in their respective report sections; however, the appraisers have thoroughly researched market data in each approach and have presented the most pertinent data and the reasoning and opinions leading to the conclusion of market value via each approach to value.

8. Reconciled the analysis and value indications by the three approaches to value into a final market value conclusion.

SUBJECT PROPERTY SALES HISTORY

The following summarizes the most recent sales transaction and prior sales history of the subject property:

Current Owner of Record:                Brownsville Place Partners, Inc.

Most Recent Transaction Data:

     Transaction Date:                  06/14/89
     Grantor:                           William A. Oldcare, Jr., et al
     Consideration:                     $317,123 or $14,881/Acre
     Deed Book/Page:                    180 / 387
     Land Size:                         21.31 Acres

     Comparison to
        Concluded Value:                The transaction date is beyond the three
                                        year comparison period required. This
                                        was a land transaction prior to the
                                        construction of the subject
                                        improvements, it does not compare
                                        favorable with the land value presented
                                        within this report at $103,000 or
                                        $9,009/Acre for the total land value.
                                        The eight year difference in time
                                        between the sale and land valuation is
                                        due to a changing market and


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 4


                                               The Appraisal Assignment, cont'd.
--------------------------------------------------------------------------------

                                        the larger size of the tract
                                        transferred. The 1989 market was
                                        somewhat stronger in local rural areas.

Current Contracts:                      None reported

Current Listing:                        Not listed for sale


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 5


DEFINITION OF TERMS

1. MARKET VALUE - 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.

Sources:    1.    Comptroller of the Currency; 12 CFR Part 34
                  Section 34.42(f) of Federal Regulations.

            2.    FDIC Final Rule on Title XI of the Financial
                  Institutions Reform. Recovery, and Enforcement Act
                  of 1989 (FIRREA). effective September 19, 1990, as
                  defined in 12 CFR Part 323.4.a.10.

2. HIGHEST AND BEST USE - That reasonable and probable use that will support the highest present value, as defined, as of the effective date of the appraisal. Alternatively, that use, from among reasonably probable and legal alternative uses, found to be physically possible, appropriately supported, financially feasible, and which results in the highest land value.

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

4. MARKET PRICE - The amount actually paid, or to be paid for a property in a particular transaction. This differs from market value in that it is an accomplished or historic fact, whereas market value is and remains an estimate until proven. Market price involves no assumption of prudent conduct by the parties, of absence of undue stimulus or of any other condition basic to the market value concept.

5. APPRECIATION - Increase in value due to increase in cost to reproduce, value over the cost, or value at some specified earlier point in time, brought about by greater demand, improved economic conditions, increasing price levels, reversal


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Definitions of Terms, cont'd.

of depreciating environmental trends, improved transportation facilities, direction of community or area growth, or other factors.

6. DEPRECIATION - A loss of utility and hence value from any cause. An effect caused by deterioration and/or obsolescence.

7. INVESTMENT VALUE - The value of an investment to a particular investor, based on his or her investment requirements; as distinguished from market value, which is impersonal and detached.

8. FUNCTIONAL OBSOLESCENCE - Impairment of functional capacity or efficiency. Functional obsolescence reflects the loss in value brought about by such factors as overcapacity, inadequacy, and changes in the art, that affect the property item itself or its relation with other items comprising a larger property. The inability of a structure to perform adequately the function for which it is currently employed.

9. EXTERNAL OBSOLESCENCE - Impairment of desirability or useful life arising from factors external to the property, such as economic forces or environmental changes which affect supply-demand relationships in the market. Loss in the use and value of a property arising from the factors of external obsolescence is to be distinguished from loss in value from physical deterioration and functional obsolescence, both of which are inherent in the property. Also referred to as locational or economic obsolescence.

10. FEE SIMPLE ESTATE - Absolute ownership unencumbered by any other interest or estate; subject only to the limitations of eminent domain, escheat, police power, and taxation.

11. LEASED FEE ESTATE - An ownership interest held by a landlord with the right of use and occupancy conveyed by lease to others; usually consists of the right to receive rent and the right to repossession at the termination of the lease.

12. LEASEHOLD ESTATE - The right to use and occupy real estate for a stated term and under certain conditions; conveyed by a lease.

13. PRESENT VALUE - The current monetary value. It is the today's cash lump sum which represents the current value of the right to collect future payments. It is the discounted value of aggregate future payments.

14. GROSS SALES PROCEEDS - The total amount of invoiced sales, before deducting returns, allowances, etc. over the forecasted sellout period.

15. FORECASTING - Predicting a future happening or condition based on past trends and the perceptions of market participants, tempered with analytical judgment concerning the continuation of these trends and the realization of these perceptions in the future.


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Definitions of Terms, cont'd.

16. OVERALL CAPITALIZATION RATE - An income rate for a total property that reflects the relationship between a single year's net operating income expectancy or an annual average of several years' income expectancies and total price or value; used to convert net operating income into an indication of overall property value.

17. DISCOUNT RATE - A rate of return on capital used to convert future payments or receipts into present value.

18. INTERNAL RATE OF RETURN - The annualized rate of return on capital that is generated or capable of being generated within an investment or portfolio over the period of ownership; similar to the equity yield rate; often used to measure profitability after income taxes, i.e., the after-tax equity yield rate; the rate of discount that makes the net present value of an investment equal to zero; discounts all returns from an investment, including returns from its termination, to equal the original investment.

19. RETAIL VALUE - The term "retail" refers to the aggregate sum of all the individual unit values as of the date of the appraisal. Generally applied to residential lot sales or condominium developments.

Source of Definitions: The American Institute of Real Estate Appraisers, The Dictionary of Real Estate Appraisal; American Institute of Real Estate Appraisers and Society of Real Estate Appraisers, Real Estate Terminology, Ed. Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or standard industry definitions.

SUPPLEMENTAL DEFINITIONS

1. MARKET VALUE "AS IS" ON APPRAISAL DATE: An estimate of the market value of a property in the condition observed upon inspection and as it physically and legally exists without hypothetical conditions, assumptions, or qualifications as of the date the appraisal is prepared.

2. PROSPECTIVE VALUE UPON COMPLETION OF CONSTRUCTION: The Value presented assumes all proposed construction, conversion, rehabilitation is hypothetically completed, or under other specified hypothetical conditions, as of the future date when such construction completion is projected to occur. If anticipated market conditions indicate that stabilized occupancy is not likely as of the date of completion, this estimate shall reflect the market value of the property in its then "as-is" leased state (future cash flows must reflect additional lease-up costs, including tenant improvements and leasing commissions, for all areas not preleased). For properties where individual units are to be sold over a period of time, this value should represent that point in time when all construction and development costs have been expended for that phase, or those phases, under valuation.

3. PROSPECTIVE VALUE UPON ACHIEVING STABILIZED OCCUPANCY: The value presented assumes the property has attained the optimum level of long-term occupancy, which an income-producing real estate project is expected to achieve under


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 8


Definitions of Terms, cont'd.

competent management after exposure for leasing in the open market for a reasonable period of time at terms and conditions comparable to competitive offerings. The date of stabilization must be estimated and stated within the report.

4. PROPOSED TRACT DEVELOPMENT: Means a project of five units or more that is constructed, or is to be constructed, as a single development. A tract development may be units in a subdivision, condominium project, timeshare project, or any similar project meant to be sold as individual units over a period of time.

5. FAIR VALUE - The cash price that might reasonably be anticipated in a current sale under all conditions requisite to a fair sale. A "fair sale" means that buyer and seller are each acting prudently, knowledgeably, and under no necessity to buy or sell. "Current sale" means that the property is exposed to the open market for a reasonable time considering the property type and local market conditions. When a current sale is unlikely, i.e., when it is unlikely that the sale can be completed within 12 months, the appraiser should discount to present value any and all cash flows which might be generated by the property to obtain the estimate of fair value. These cash flows include, but are not limited to, those arising from ownership, development, operation, and sale of the property. The discount applied should reflect the appraiser's judgement of what a prudent, knowledgeable purchaser under no necessity to buy would be willing to pay to purchase the property in a current sale. Whenever the appraiser believes that more than one year is necessary for a fair sale of the property, the appraiser shall state and justify the estimated holding period, cash flows and the discount rate applied.


(C)1997 Huber & Lamb Appraisal, Inc. Page 9


ASSUMPTIONS AND LIMITING CONDITIONS

Standard Rule 2-2g of the Code of Professional Ethics and Standards of Professional Conduct of the Appraisal Institute requires the appraiser to clearly and accurately set forth all facts, assumptions and conditions that affect the analysis, opinions and conclusions upon which the appraisal is based. In compliance therewith, and to assist the reader in interpreting this report, such assumptions and limiting conditions are set forth as follows:

1. Title is assumed to be marketable and free and clear of all liens and encumbrances, easements, and restrictions except those specifically discussed in the report. The property is appraised assuming it to be under responsible ownership and competent management and available for its highest and best use.

2. No opinion is intended to be expressed for legal matters or that would require specialized investigation or knowledge beyond that ordinarily employed by real estate appraisers, notwithstanding the fact that such matters may be discussed in the report.

3. The date of value to which the opinions expressed in this report apply is set forth in the letter of transmittal. The appraiser assumes no responsibility for economic or physical factors occurring at some later date which may affect the opinion herein stated.

4. The valuation is reported in dollars of currency prevailing on the date of appraisal.

5. Maps, plats, and exhibits included herein are for illustration only as an aid in visualizing matters discussed within the report. They should not be considered as surveys or relied upon for any other purpose.

6. All information and comments pertaining to this and other properties included in the report represent the personal opinion of the appraiser, formed after examination and study of the subject and other properties. While it is believed the information, estimates and analyses are correct, the appraiser does not guarantee them and assumes no liability for errors in fact, analysis or judgement.

7. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraiser or the firm with which he is connected, or any reference to the Appraisal Institute or the MAI or RM designation) shall be disseminated to the public through advertising media, public relations media, news media, sales media or any other public means of communication without prior written consent and approval of the undersigned.

8. The appraiser is not required to give testimony or to appear in court by reason of this appraisal, unless prior arrangements have been made.

9. The distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. The separate valuations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used.

10. Certain information concerning market and operating data was obtained from others. This information is verified and checked, where possible, and is used in this appraisal only if it is believed to be accurate and correct. However, such information is not guaranteed.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 10


Assumptions and Limiting Conditions, cont'd.

11. Real Estate Values are influenced by a large number of external factors. The data contained herein is all of the data we consider necessary to support the value estimate. We have not knowingly withheld any pertinent facts, but we do not guarantee that we have knowledge of all factors which might influence the value of the subject. Due to rapid changes in the external factors, the value estimate is considered reliable only as of the date of the appraisal.

12. Opinions of value contained herein are estimates. There is no guarantee, written or implied, that the subject property will sell for such amounts.

13. It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures which would render it more or less valuable. No responsibility is assumed for such conditions or for engineering which may be required to discover such factors.

14. If the subject of the appraisal is an improved property, the appraiser has personally inspected the property and finds no obvious evidence of structural deficiencies except as stated in this report; however, no responsibility for hidden defects or conformity to specific governmental requirements, such as fire, building and safety, earthquake, or occupancy codes can be assumed without provision of specific professional or governmental inspections.

15. Unless otherwise stated in this report, the existence of hazardous material, which may or may not be present on the property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired.

16. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the Americans with Disabilities Act (aka, ADA). It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property.

17. The value estimate assuming a portfolio sale specifically assumes the property is sold as part of the 17 property portfolio described within the attached report. As is the case with any value estimate, the portfolio sale value estimate is based on a sale within a typical marketing period of 12 months or less. Any fluctuations in market conditions can possibly have more significant effects on portfolio value than individual property sales.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 11


BROWNSVILLE\HAYWOOD COUNTY ANALYSIS

LOCATION AND GENERAL INFORMATION

Brownsville, the county seat of Haywood County, is located in the southwest portion of the State and is 55 miles northeast of Memphis, 166 miles west of Nashville and 500 miles south of Chicago. U.S. Highways 70 and 79 and State roads 76 and 19 intersect within the city or adjacent to Interstate 40 immediately south.

Brownsville has a pleasant blend of agriculture and industry with twelve manufacturing firms located in the city. Much of the land in Haywood County is suitable for growing cotton in an abundant supply.

Brownsville, named for General Jacob Jennings Brown, was incorporated in 1826 by an Act of the Tennessee Assembly. In 1825, the first school was established and public roads were cut to neighboring county seats. In 1882, the Brownsville and Jackson Railroad was chartered to serve Haywood County. The County operates under a County Executive-Commissioner form of government. The County Executive-Commissioner is the chief administrative officer and presides over the quarterly meetings of the County Commissioners.

POPULATION, LABOR AND INDUSTRY

POPULATION - 1950 - 1990

Year        Brownsville         Haywood County           Totals
----        -----------         --------------           ------

1950           4,711                26,212               30,923

1960           5,414                23,393               28,807

1970           7,011                19,596               26,607

1980           9,983                20,318               30,301

1990          10,224                19,654               29,878

Labor Market and Supply

Haywood County has an estimated 10,160 persons in the labor force, of which 8,990 are employed. This reflects an 11.5 percent unemployment rate. The estimated total population within a 25-mile area is 135,000 persons.

A report by the County School Superintendent shows that 265 high school graduates enter the Haywood County the labor force annually.

Within a 25-mile radius of Brownsville, which is normal commuting distance in West Tennessee, there are portions of six other counties. While the majority of Haywood Countians live outside the city limits of Brownsville, many of these people are industrial employees in Brownsville and other nearby towns. An excellent network of Federal, State and County highways provide mobility of Haywood and surrounding counties.


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Brownsville\Haywood County Analysis, cont'd.

The past decade has reflected a change from agrarian to industrial employment for many of the local residents. This same trend has been reflected in the decrease in county population during a period of increase in the city population.

ECONOMIC CHARACTERISTICS

A diversified economy exists in Brownsville and Haywood County. Personal income is not dominated by any one source. Industrial payrolls total approximately $39,157,740 in Haywood County. Income from agriculture is more than $40-million. The median home value is $41,200 and the typical median rent is $267. The median household income is $18,018.

Per capita income in Haywood County has increased from $3,806 in 1977 to $14,859 in 1993. Retail sales for the county were approximately $47-million in 1977 and were reported at $114,216,000 in 1993.

EXISTING INDUSTRIES IN BROWNSVILLE

Brownsville Sawmill                Lasco Products/Phillips Industries
-------------------                ----------------------------------
Product:  Lumber, railroad ties    Product:     Plastic pipe fittings
Employment:  35                    Employment:  350

Dixie Printing Company             MTD Products/Cub Cadet
----------------------             ----------------------
Product:     Custom printing       Product:     Riding lawn mowers
Employment:  8                     Employment:  501

Haywood Company                    James H. Moore and Son
---------------                    ----------------------
Product:     Garden Hose, PVC      Product:     Ladies' & children's
             compound,plasticizer,              sportswear
             tread rubber          Employment:  98
Employment:  540

Haywood Element                    Pro-Line
---------------                    --------
Product:     Heating Elements      Product:     Plastic converter
Employment:  74                    Employment:  24

Ross Manufacturing Company
--------------------------
Product:     Bucket elevators, feed mill, and grain handling equipment
Employment:  24

Simmco
------
Product:     Propane vessels
Employment:  60

Stackpole Limited, U.S.A.
-------------------------
Product:     Powder metal bearings
Employment:  120


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 13


Brownsville\Haywood County Analysis, cont'd.

Tennessee Compressed Soil
Product: Compressed soil
Employment: 4

UTILITIES

Electric Power

Electric power is distributed in Brownsville by the City of Brownsville Utility Department, which has a contract with the Tennessee Valley Authority. TVA is a wholesale supplier of electric power to the City of Brownsville Utility Department. TVA has been a leader in implementing innovative pricing arrangements which have lowered the price to eligible customers. These innovative pricing arrangements decrease rates for commercial and industrial customers. TVA's economic development field offices provide direct and customized economic development services with a goal of helping to create high-value jobs and increasing the production of goods and services. All of the West Tennessee Industrial Association's service area is served from locally-owned systems of distributors which purchase power at wholesale from TVA.

Natural Gas

Natural gas is distributed by the Brownsville Utility Department and purchased from Texas Gas Transmission Corporation. The supply is furnished to the city through a six-inch high pressure transmission line. Two main transmission lines are maintained by Texas Gas Transmission Corporation.

Fuel

Coal may be obtained directly from nearby West Kentucky or Southern Illinois fields either by rail or truck delivery.

Water

Water is supplied by the Brownsville Utility Department. The system has two 180-feet deep eight-inch wells and three 260-feet twelve-inch wells. The average temperature of the water is sixty degrees. The pumping capacity of the system is 4-million gallons per day and daily consumption is 2.7-million gallons. Two additional wells have been added and an additional water plant is being built that will provide another 3-million gallons per day.

COMMUNICATIONS

Postal Facilities

Brownsville is served by a first-class post office with 25 employees. There are three incoming and two outgoing mails daily by truck.


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Brownsville\Haywood County Analysis, cont'd.

Telephone and Telegraph

Telephone service is provided by BellSouth with over 7,089 access lines currently being served. Western Union provides telegraph service for Brownsville.

Radio

Brownsville has two local radio stations, WBHT-AM and WTBG-FM. There is also excellent AM and FM reception from most Memphis and Jackson stations.

Television

Brownsville has no local television station, but is adequately served by WBBJ-TV in Jackson, WHBQ-TV, WMC-TV and WREG-TV in Memphis. Education station WKNO is also received from Memphis. Cable-TV service is available and offers 24 channels plus four movie channels and the Disney Channel.

Newspapers

The Brownsville States-Graphic and West Tennessee Chronicle, weekly newspapers, are published in Brownsville. The Commercial Appeal (Memphis), Nashville Tennessean, and The Jackson Sun are daily newspapers delivered in Brownsville.

TRANSPORTATION

Railroads

Brownsville is served by the CSX Transportation Railroad. This line provides daily service with connections to the Norfolk Southern Railroad at Humboldt, 25 miles to the northeast. In addition, direct service is available to numerous other trunk line railroads.

Highways

Brownsville is located at the junction of U.S. Highway 70 and 70A, running eastwest, U.S. Highway 79, running north and south, State Highway 19, running northwest and Highway 54 running north. U.S. Interstate Highway 40 is four miles south of Brownsville. Three interchanges with federal and state highways provide access into Brownsville.

Air Service

The nearest commercial service is in Jackson (22 miles east) at McKellar-Sipes Regional Airport through Northwest Airlink. Memphis International Airport is approximately one hour's drive from Brownsville via Interstate 40. Memphis offers eight major airlines, six commuter airlines, and 42 air freight companies. Federal Express is based in Memphis.


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Brownsville\Haywood County Analysis, cont'd.

LIVING CONDITIONS

Climate

Memphis data has been used here and any variation will be minor. The prevailing climate is temperate, with pronounced seasonal variations in both temperature and precipitation. Snowfall is variable from year to year. Most winters have little or none, while other winters can have a seasonal snowfall of up to 17 inches.

Housing

Home prices (new) range from $30,000 to $200,000, depending upon location and type of building. Older homes can be purchased for a lower price. Average residential construction cost will range from $40.00 to $50.00 per square foot.

Average rental for a garden-type two bedroom apartment is $350.00. The average house in Brownsville would rent for $400.00 to $450.00 per month.

Education

Public education in Brownsville is provided by the Haywood County Board of Education which operates six schools in Brownsville including a vocational school. There are approximately 4,100 students and 258 teachers in the entire system.

Higher education is available at the many colleges, universities, business and vocational schools of nearby Jackson and Memphis. The Tennessee Technology Center at Jackson turns out many students who are trained for skilled industrial employment.

Medical Facilities

As the primary resource for health care in Brownsville, Methodist Haywood Park Hospital plays a vital role in the community. The 62-bed, acute care hospital offers numerous services including: inpatient, emergency, outpatient, obstetrics, laboratory, therapeutic swingbed as well as intermediate and skilled care. Diagnostic services such as mammography, CT Scan, fluoroscopy and ultrasound are also at Methodist Hospital.

FINANCIAL INSTITUTIONS

Brownsville has three strong banks. They reported the following condition as of the date of their last statement:

Brownsville Bank
----------------
Deposits .................... $184,295,000
Total Assets ................ $212,044,000

First State Bank
----------------
Deposits .................... $ 80,000,000
Total Assets ................ $ 92,959,000


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Brownsville\Haywood County Analysis, cont'd.

Tennessee Community Bank
Deposits .................... $ 5,883,000

Financing of industrial projects in West Tennessee communities is an important factor in attracting new firms to the area and encouraging existing firms to expand. Local communities and the West Tennessee Industrial Association can suggest a plan suitable for most projects.

CONCLUSION

Brownsville is a small town located in a generally rural setting. Long term data indicates the immediate economy is in transition from agricultural influences to increasing influences of industrial growth. Long term growth for the area is anticipated to be moderate and consistent with non-metropolitan areas of the region; however, high unemployment rates relative to the State of Tennessee and national averages is anticipated to continue. The effects on commercial real estate is anticipated to be stable to moderate appreciation in the long term.


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CITY/COUNTY MAP

[GRAPHICS OMITTED]


(C)1997 Hubber & Lamb Appraisal Group, Inc. Page 18


JACKSON COUNTY ANALYSIS

PHYSICAL CHARACTERISTICS

Jackson County is situated in the southeast section of Mississippi, on the Gulf of Mexico. The County contains a total of 744 square miles of area, of which 56 square miles are incorporated areas of: Pascagoula, Moss Point, Ocean Springs and Gautier. Therefore, only eight (8) percent of the total area is incorporated. It is important to note, however, that there are several communities in Jackson County that are not incorporated, but account for a considerable amount of population. Gautier became an incorporated city in the mid-1980's, and the City of Moss Point annexed portions of Escatawpa in the early 1990's.

The four incorporated areas mentioned above (Pascagoula, Moss Point, Ocean Springs and Gautier) are all located in the southern portion of the County, along the Gulf of Mexico and Pascagoula Rivers. Pascagoula is situated along the Gulf of Mexico and Pascagoula Rivers. Pascagoula is situated along the Gulf of Mexico and the east bank of the East Pascagoula River. Moss Point is located north of Pascagoula, on the Escatawpa River. Gautier is located on the Gulf of Mexico and the west bank of the West Pascagoula River and Ocean Springs is located on the Gulf of Mexico and the Biloxi Bay, in the western section of the County.

COMMUNITY INFLUENCES

Pascagoula and Moss Point are industrial employment centers for the area, while Gautier and Ocean Springs are bedroom communities. Gautier has developed over the last 20 years due to the industrial expansion in Pascagoula and the scarcity of residential land in Pascagoula. It is now the location of a regional mall and three community shopping centers, and thus, it became the shopping center for the area. However, Wal-Mart and K-Mart have built new shopping centers in Pascagoula and Ocean Springs, and several of the neighborhood shopping center spaces around the Singing River Mall are now vacant. In fact, one of the shopping centers, located directly across from the mall, sold at auction several years ago.

Ocean Springs has consistently been a favorite bedroom community in the area. It was a resort community until the early part of this century and it is now the fastest growing residential area of the County. It not only serves as a bedroom community for Pascagoula/Moss Point, but Biloxi/Gulfport as well. It is also a popular retirement community. It is interesting to note that from 1986 to 1991, Ocean Springs increased in total water meters by 10.8%, while Pascagoula increased by less than 2%, and Moss Point did not grow at all. Since 1991, however, Ocean Springs has embarked on an unprecedented growth cycle that is partially due to the Navy Homeport, but mainly to legalized gaming in Biloxi-Gulfport.

POPULATION

The County's total population, in the 1995 estimate, was approximately 126,800 people. Of that estimate, Pascagoula contained 27,400, Moss Point - 18,100, Ocean Springs - 16,200 (does not include recently annexed area to the east) and Gautier - 11,000. The Pascagoula median household income is approximately $24,410. The


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 19


Jackson Analysis, cont'd

Pascagoula per capita income is approximately $11,560. The average age in Pascagoula is 34 years.

The unincorporated areas of Jackson County contain an estimated total of 54,100 people, according to the Census. This large number, outside the city limits, is primarily due to the fact that the municipalities are limited in growth potential by natural boundaries such as swamps, the Gulf, rivers, and undesirable lowlands.

Pascagoula's existing tax base is not growing at a fast enough rate to keep up with escalating operating costs. In addition, a large regional shopping center, the Singing River Mall, was built in Gautier. This mall spawned growth of surrounding neighborhood shopping centers, and it made Gautier the shopping center of Jackson County. Consequently, much of the sales tax revenue has been lost from the other communities. This could be a potential problem for those communities since it could cause taxes to increase. However, within the last few years, Wal-Mart and K-Mart have built new shopping centers in Pascagoula and Ocean Springs, and a significant amount of the shopping center space around the Mall in Gautier is vacant or rented for low rates. The taxes in Pascagoula have increased by an average of only about 2.4% per year, over the last five years. However, there is not enough land available for sustained growth like that found in Ocean Springs.

ECONOMICS

Jackson County ranks in the top ten of the 82 counties in Mississippi for per capita personal income, which was estimated to be $12,800 in 1995. It is the home of Mississippi's largest seaport, and it is the most industrialized county in the state.

Litton Industries' Ingalls Shipbuilding Division is one of the largest shipyards in the United States, and it has been a very successful defense contractor with the Navy for the past thirty (30) years. However, the shipyard employed over 24,000 people in 1977, and the employment was reduced to about 11,000 in the early 1980's. This had a very negative impact on the local economy for several years, but the current employment has been stable for the last few years. However, the shipyard was not successful in a bid for a major Navy contract, and the workforce was reduced in late 1996 to about 9,000 employees. Recently, they have begun to rehire, due to new work in the offshore oil exploration and production industry. However, these "ups and downs" in the shipyards work force are typical characteristics of Ingall's since the employment requirements fluctuate during the building stages.

The reader must be advised that the shipyard is dependent upon the U.S. Navy for the majority of their work. They apparently cannot compete with foreign shipyards for commercial shipbuilding, since costs are considerably less in some other shipbuilding countries. This point is made to illustrate how important the U.S. Navy budget is to the local economy. Therefore, the Navy budget is always of great concern to local business and political leaders. It is clear that the "600 ship Navy" goal of the 1980's is not the goal of the 1990's, and several shipbuilding programs, including those at Ingalls, are under scrutiny.

The bright spot in the local economy has been the resurgence of activity in the offshore oil industry. The oil industry suffered a drastic downturn in the early


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Jackson Analysis, cont'd

1980's, and offshore rigs and supply boats were no longer in demand. Consequently, much of that hardware was sold at reduced prices and converted to other uses. There has been very little construction of that type of equipment (rigs and supply boats) since then, and new production in the Gulf is requiring new construction now. Consequently, Halter Marine and HAM Industries, two local companies, have hundreds of new jobs to fill.

In addition to the shipyards, one of the largest oil refineries in the United States is located in Pascagoula, in the Stennis Industrial Park. This is the Chevron Refinery that has always been, and is expected to remain, "stable."

When Ingalls Shipyard expanded in the early 1970's, the entire area enjoyed a "boom town" growth. Building permits in Jackson County were almost 1,100 in 1972, and 1,500 in 1973. As a comparison, building permits in the last three years have averaged between 550 and 650 per year.

It is also important to note that Pascagoula has a Homeport for Naval vessels that officially opened in July of 1992. The County also has a "high tech" industrial park at the intersection of Interstate 10 and Highway 57, near the geographic center of the County. This development is known as Sunplex, and it is designed to attract lighter, high technology industries to diversify the industrial base. It has had limited success in attracting new "outside" industry.

In summary, Jackson County has much potential as an industrial area, but is still dependent on the Navy. It will take years to diversify to a point that it will not "live and die" with the shipyard. However, the new construction demand from the offshore oil industry will stabilize the area for several years.


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CITY/COUNTY MAP

[GRAPHICS OMITTED]


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SHOPPING CENTER MARKET ANALYSIS

INTRODUCTION

Trends in the shopping center market are examined in this section of the appraisal report in an effort to assess current, as well as future, influences on property value. The data most commonly utilized in the analysis of shopping center feasibility includes the supply of shopping center space and ongoing, or planned new construction. Additionally, absorption rates, occupancy levels and the direction of rental rates and expenses are viewed as critical in determining the marketability and ultimate feasibility of a project.

INFORMATION SOURCE

HUBER & LAMB:                               A survey of comparable properties in
                                            the subject's submarket was also
                                            conducted by Huber & Lamb Appraisal
                                            Group, Inc. This data is useful in
                                            delineating and identifying trends
                                            in the immediate market area of the
                                            subject as indicated by the subject
                                            and most competitive properties.

SUBMARKET OCCUPANCY ANALYSIS

    BROWNSVILLE/HAYWOOD COUNTY SUBMARKETS
      TYPE OF SHOPPING CENTER:              The shopping center market can be
                                            delineated into three general
                                            categories based on physical size
                                            and tenancy. The following
                                            summarizes these classifications.

        Neighborhood:                       Usually under 100,000 SF, 1 or 2
                                            anchors, usually anchored by
                                            grocery. Typically draws shoppers
                                            from within a three mile radius.

        Community:                          100,000 - 300,000 SF built around
                                            discount department store, variety
                                            store or junior department store and
                                            usually including supermarket. Draws
                                            shoppers from at least a seven mile
                                            radius.

        Regional:                           Usually over 300,000 SF with at
                                            least one major department store.
                                            Typically enclosed mall type
                                            shopping centers drawing shoppers
                                            from a greater than 10-mile radius.

SUBJECT MOST COMPETITIVE MARKET OCCUPANCY ANALYSIS

DESCRIPTION:                                Huber & Lamb has completed a survey
                                            of the most competitive properties
                                            with the subject located within the
                                            submarket. These properties are
                                            considered most direct competition
                                            of the subject and are utilized as
                                            the comparable rents in the


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SHOPPING CENTER MARKET ANALYSIS, CONT'D.

income capitalization approach. This analysis provides insight on the micro market level of the subject as compared to the previous general market analysis.

MOST COMPETITIVE MARKET
OCCUPANCY SUMMARY

=============================================================================================================
                                                              Square
Comparable Apartment                              Rent No.     Feet          Year Built             Occupancy
-------------------------------------------------------------------------------------------------------------
Brownsville Place Shopping Center                 Subject      76,762                  1989             98%
-------------------------------------------------------------------------------------------------------------

Bradford Square Shopping Center, Brownsville, TN     1                     1972, 1977, 1983
                                                               81,651                & 1987            100%
-------------------------------------------------------------------------------------------------------------

Subway Shopping Center, Brownsville, TN              2          6,000                  1990            100%
-------------------------------------------------------------------------------------------------------------

Humboldt Center, Humboldt, TN                        3        125,000                  1972             98%
-------------------------------------------------------------------------------------------------------------

Humboldt Eye Care/Cato Shopping Center,              4

Humboldt, TN                                                   14,000                  1996            100%
=============================================================================================================

Totals/ Weighted Avgs.                                        303,413                                    99%
=============================================================================================================

TOTAL SF OCCUPIED:                          299,713 SF
TOTAL SF VACANT:                            3,700 SF

ANALYSIS:                                   The most competitive shopping center
                                            properties, including the subject
                                            have an occupancy rate at 98% or
                                            higher. The most competitive
                                            market's occupancy is obviously
                                            reflective of the good health of the
                                            submarket. The subject property was
                                            constructed in 1989. It should be
                                            noted that the Brownsville shopping
                                            center properties have 100%
                                            occupancies excluding the subject.
                                            However, the population within the
                                            county has not increased over the
                                            past 40 years, which leads the
                                            appraisers to believe that growth is
                                            not a factor in this county or city.

INVESTMENT DESIRABILITY:                    The retail real estate investor
                                            market is becoming cautious. Retail
                                            sales nationally and locally were
                                            weaker than expected in 1995,
                                            particularly for the Christmas
                                            season. In addition, the market is
                                            changing significantly with the
                                            on-slaught of superstores and the
                                            significant growth in catalogue
                                            retail sales. Thus, tenant type and
                                            center design is constantly changing
                                            as well as consumers' buying habits.


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SHOPPING CENTER MARKET ANALYSIS, CONT'D.

It is inevitable that a certain percentage of these superstores will fall out due to increased competition. Thus, while power centers were the investors choice only one to two years ago, they have fallen out of favor over the past several months. Investors are considering neighborhood and community centers to be a better investment. People will always have to buy groceries, get their hair cut, buy pizza and purchase consumable items and services from local neighborhood and community stores. This is considered a positive for the subject.

Smaller, non-anchored strip centers will attract local investors. This market has had limited sales activity over the past two to three years. Most of the activity from a few years ago was during the end of a cycle where lending institutions had taken control or foreclosed on properties and sold the strip centers to local investors. These investors have held the properties as the market has improved. Only recently has there been significant evidence of smaller retail strip centers beginning to sell again.

CONCLUSIONS

The overall City of Brownsville & Haywood County shopping center market has relatively static over the years since the subject property was constructed. No significant new construction has occurred. Occupancies have remained high for the last few years. In neighboring Humboldt, a very similar rural community the situations is approximately the same. Most rural Tennessee communities of this size have remained stable over the past few years, unless an outside source changes the area.

In the final analysis, the economy is maintaining strength with increased retail sales. Neighborhood shopping centers are gaining strength, particularly well anchored centers in good locations. Speculative new development is currently limited in this market. This should result in continued high occupancies and moderate rent appreciation over the foreseeable future, or at least two years.

SUBJECT PROPERTY CONCLUSIONS

The subject property can be classified as an anchored neighborhood center. The subject's retail submarket is relatively strong with high occupancies in the newer or renovated centers as well as occupancies in the older centers. The tenant mix for the subject is appropriate for the local market it serves. Thus, the subject property is considered an average quality investment property with the most probable buyer being a regional buyer.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 25


NEIGHBORHOOD ANALYSIS

NEIGHBORHOOD DEFINED

A neighborhood, as defined by the 9th edition of The Appraisal of Real Estate is "a grouping of complementary land uses" effected by similar operation of the four forces that affect property value. These forces include social, economic, governmental and environmental factors. A neighborhood is further defined by the revised edition of Real Estate Appraisal Terminology as being a portion of a larger community, or an entire community, in which there is a homogeneous grouping of inhabitants, buildings or business enterprises. Neighborhood boundaries may consist of well-defined natural or manmade barriers or they may be more or less defined by a distinct change in land use or in the character of the inhabitants. The overriding purpose of describing and analyzing a particular neighborhood is to observe and/or quantify data indicating discernible patterns or urban growth, structure and change that may enhance or detract from property values.

NEIGHBORHOOD BOUNDARIES

North:      Brownsville northern city limits/Iola Avenue
East:       Brownsville eastern city limits/Morgan Street
South:      Brownsville southern city limits
West:       Brownsville city limits/Hillcrest Drive

      COMMENTS: The boundaries for the subject neighborhood were chosen because

they contain homogeneous and dependent land uses delineated by distinct man-made boundaries. The neighborhood boundaries cover an area of approximately 0 miles. These boundaries constitute the neighborhoods.

GENERAL NEIGHBORHOOD DATA

DISTANCE FROM CBD:                    60 miles southwest (Memphis)
DISTANCE FROM AIRPORT:                60 miles southwest (Memphis)
PERCENT BUILT-UP:                     65%
GENERAL LAND USES:
   Single Family:                     60%; $20,000 to $70,000
   Apartment:                         15%
   Retail, Office:                    10% retail and 5% office
   Industrial, heavy commercial:      10%
TYPES OF COMMERCIAL TENANCIES:
   Predominant:                       Multi-tenant
   Secondary:                         Limited free standing owner occupant
PREDOMINANT PROPERTY AGE RANGE:       1960's - 1990's
NEIGHBORHOOD LIFE CYCLE STAGE:        Stable
PUBLIC TRANSPORTATION:                None

COMMENTS: The subject neighborhood is a typical rural community with a few local industries. Residents commute to Memphis, Jackson and other rural locations for employment. Since the neighborhood is generally Brownsville, it contains a very wide range of development types and ages. The community has only two grocery stores and it is the county seat for Haywood County.


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                                                  NEIGHBORHOOD ANALYSIS, CONT'D.
--------------------------------------------------------------------------------

MAJOR TRAFFIC ARTERIES/ACCESS

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

STREET NAME    TYPE                         DIRECTION        NO. OF LANES
--------------------------------------------------------------------------------

US-70 & 70A    PRIMARY NEIGHBORHOOD ARTERY  EAST-WEST        4 LANE + TURN LANE
--------------------------------------------------------------------------------

US-79          PRIMARY NEIGHBORHOOD ARTERY  NORTH-SOUTH      4 LANE + TURN LANE
--------------------------------------------------------------------------------

SR-76/BY-PASS  NEIGHBORHOOD ARTERY          NORTH-SOUTH      4 LANE + TURN LANE
--------------------------------------------------------------------------------

SR-54          NEIGHBORHOOD ARTERY          NORTH-SOUTH      2 LANE
--------------------------------------------------------------------------------

SR-19          NEIGHBORHOOD ARTERY          EAST-WEST        2 LANE
================================================================================

ACCESSIBILITY: The major traffic arteries provide average ingress and egress for the neighborhood. Main Street/US-70 is the primary retial/commercial corridor for Brownsville. The traffic arteries in the previous chart provided adequate accessibility throughout the neighborhood. IH-40 has three interchanges that provide accessibility to Brownsville.

NEIGHBORHOOD UTILITIES & INFRASTRUCTURE


ITEM                    ADEQUACY               PROVIDER             COST
--------------------------------------------------------------------------------

SEWER                   ADEQUATE               PUBLIC               TYPICAL
--------------------------------------------------------------------------------

WATER                   ADEQUATE               PUBLIC               TYPICAL
--------------------------------------------------------------------------------

GAS                     ADEQUATE               PUBLIC               TYPICAL
--------------------------------------------------------------------------------

POWER                   ADEQUATE               PUBLIC               TYPICAL
--------------------------------------------------------------------------------

TELEPHONE               ADEQUATE               SOUTH BELL           TYPICAL
--------------------------------------------------------------------------------

INTERIOR ROADS          ADEQUATE               PUBLIC               N/A
================================================================================

COMMENTS: The neighborhood utilities and infrastructure are considered typical for the area and no negative influences are noted.

TRENDS

GENERAL NEIGHBORHOOD HISTORY: The subject neighborhood is a developed rural community with a stable history. Commercial development along Main Street/US-70 as it currently exists began in the late 1960's into the 1970's with retail strip centers and free standing commercial buildings. The local city/county population has shifted over the past few years, but overall has stayed relatively the same since the 1950's.

NEW DEVELOPMENT: In general, the subject neighborhood is a retail and commercial district with occasional redevelopment. The likelihood of new major retail/commercial development in the Brownsville area is slight, since the local population has remained relatively the same over the past few years. The last major development was of the subject property.


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NEIGHBORHOOD ANALYSIS, CONT'D.

CONCLUSIONS

In general, the subject neighborhood is a retail and commercial district with occasional development. The likelihood of new major retail/commercial development in the Brownsville area is slight, since the local population has remained relatively the same over the past few years. The last major development was of the subject property.


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NEIGHBORHOOD MAP

[GRAPHICS OMITTED]


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                                                                   SITE ANALYSIS
================================================================================

LOCATION:                           110-128 Dupree Avenue/SR-76 By-pass;
                                    Southeast corner of Dupree
                                    Avenue/SR-76 Bypass and East Main
                                    Street/US-70

SIZE:

      ACRES:                        11.433
      SQUARE FEET (SF):             498,017 SF
      SOURCE:                       Proposed metes & bounds description

      COMMENTS:                     The above size is based on a proposed
                                    metes & bounds description based on the
                                    site plans and legal description
                                    provided by the developer/owners. The
                                    appraisers were instructed not to value
                                    the EXCESS VACANT SOUTHERN PORTION OF
                                    LAND. However, the appraisers were not
                                    provided a metes and bounds description.
                                    Therefore, the appraisers have estimated
                                    a size utilizing a software program
                                    designed for surveys. The company is
                                    Apex Software in Austin, Texas. The
                                    proposed survey and site description is
                                    included within this section of the
                                    report with two drainage basis along
                                    Dupree Avenue.

SHAPE:                              Semi-rectangular; Improvements are
                                    situated parallel to Dupree
                                    Avenue/SR-76 By-pass providing excellent
                                    visibility for the retail tenants.

FRONTAGE:
    DUPREE AVE./SR-76 BYPASS:       329.51'

    EAST MAIN STREET/US-70:         276'

STREET IMPROVEMENTS:
    DUPREE AVENUE/SR-76 BYPASS:
      Street Type:                  Primary neighborhood artery
      Traffic Direction:            North - south
      Quality; Condition:           Asphalt bar-ditches; average
      Number of Lanes:              Four; with one turn lane, bi-directional
      Driveway Cuts:                One on Dupree Avenue/SR-76 Bypass
      General Traffic Patterns:     Moderate

    EAST MAIN STREET/US-70:
      Street Type:                  Primary neighborhood artery
      Traffic Direction:            East - west
      Quality; Condition:           Asphalt bar-ditches; average
      Number of Lanes:              Four; with one turn lane, bi-directional
      Driveway Cuts:                Two on East Main Street/US-70
      General Traffic Patterns:     Moderate


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                                                          SITE ANALYSIS, CONT'D.
--------------------------------------------------------------------------------

VISIBILITY:                         Good, for stores fronting Dupree
                                    Avenue/SR-76 Bypass.

INGRESS/EGRESS:                     Good.  One curb cut on Dupree
                                    Avenue/SR-76 Bypass and two side
                                    entrance to the northside. No limiting
                                    factors noted.

TOPOGRAPHY:                         Level. Frontage slightly above street
                                    grade level.

SUBSOIL CONDITIONS & DRAINAGE:      The appraisers are not aware of an
                                    engineering study made to determine the
                                    subsoil conditions. Upon inspection of
                                    the subject and surrounding
                                    improvements, conditions appear adequate
                                    to support the subject structure.
                                    Drainage appears to be adequate.

FLOOD PLAIN:                        No
      FEMA MAP #:                   470087 0015 C
      EFFECTIVE DATE:               03/04/88

NUISANCES & HAZARDS:
ENVIRONMENTAL:                      Based on our site inspection, the
                                    appraisers did not observe any hazardous
                                    materials on the subject site. In August
                                    of 1990 a Phase I Environmental Site
                                    Assessment was conducted by United
                                    States Testing Company, Inc. of Memphis,
                                    Tennessee. They have determined that no
                                    environmental problems exist on the
                                    subject property. However, the
                                    appraisers are not qualified to detect
                                    such substances and would recommend an
                                    environmental audit be performed by an
                                    expert in this field to determine the
                                    possible existence of any potentially
                                    hazardous substances. No responsibility
                                    is assumed by the appraisers for any
                                    such conditions and the value estimate
                                    contained in this report is predicated
                                    on the assumption that there are no such
                                    hazardous materials existing on the
                                    site.

     GENERAL:                       No other nuisances or potential hazards
                                    were noted.

EASEMENTS:                          Neither the survey nor the on-site
                                    inspection of the property indicated any
                                    unusual or detrimental easements other
                                    than typical utility easements.

UTILITIES & SERVICES:               All typical public utilities including
                                    sewer, water, gas, electric and
                                    telephone are available and in use at
                                    the site. Capacity is considered
                                    adequate for any potential feasible
                                    development of the site.


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SITE ANALYSIS, CONT'D.

SURROUNDING LAND USES:              The subject tract is surrounded on the east
                                    and south by vacant farm land. The vacant
                                    land to the south is owned by the subject
                                    property's developer for future expansion of
                                    the center, but is not a part of this
                                    appraisal report. A separately owned, Exxon
                                    Station, outlot is located in the northwest
                                    corner of the subject property and has
                                    frontage along Dupree Avenue/SR-76 Bypass
                                    and East Main Street/US-70. To the north of
                                    the subject property across East Main
                                    Street/US-70 are some vacant residential
                                    tracts. Directly across Dupree Avenue/SR-76
                                    Bypass to the west from the subject site is
                                    a commercial property.

CONCLUSION: The subject site is compatible with surrounding parcels both in physical features and use. Additionally, it is functionally adequate for the existing improvements and development of any potential feasible development consistent with surrounding land uses. There is no evidence of any negative site factors that would hamper the existing use, value, or marketability of the subject site.

The reader is directed to the site analysis exhibits provided on the following pages.


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AS-BUILT SURVEY

[GRAPHICS OMITTED]


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PROPOSED SURVEY

[GRAPHICS OMITTED]


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SITE DESCRIPTION


Beginning at a point of the Lot described by Metes and Bounds as follows:

TRACT 1:
THENCE North 01 degrees;54'00" East, a distance of 450 ft.;

THENCE North 08 degrees;50'00" West, a distance of 150.37 ft.;

THENCE North 06 degrees;38'59" East, a distance of 179.14 ft.;

THENCE North 76 degrees;46'39" East, a distance of 13.64 ft.;

THENCE South 86 degrees;01'06" East, a distance of 141.31 ft.;

THENCE North 03 degrees;58'54" East, a distance of 180.79 ft.;

THENCE North 85 degrees;49'22" East, a distance of 242 ft.;

THENCE South 03 degrees;58'54" West, a distance of 178 ft.;

THENCE South 86 degrees;01'06" East, a distance of 151.20 ft.;

THENCE North 03 degrees;58'54" East, a distance of 202.24 ft.;

THENCE North 84 degrees;52'20" East, a distance of 34 ft.;

THENCE South 03 degrees;58'54" West, a distance of 1029 ft.;

THENCE North 85 degrees;29'32" West, a distance of 537.32 ft.;

Said tract containing 11.4329 acres (498016.74 sqft.) of land, more or less



(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 35



TAX PLAT MAP

[GRAPHICS OMITTED]


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FLOOD PLAIN MAP

[GRAPHICS OMITTED]


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DESCRIPTION OF IMPROVEMENTS

The data and analysis included in this report section describes the building and improvement data relevant to the appraisal problem. Sources of the data are identified and information not available to the appraiser is noted where necessary. The data presented is analyzed based upon the functional utility and physical condition relative to their influence on the value conclusion of this assignment.

PROPERTY TYPE AND CHARACTER

PROPERTY TYPE:                  Neighborhood shopping center

BUILDING AGE:
     Year Built:                 1989
     Actual Age:                 8 years
     Total Economic Life:        50 years(*)
     Effective Age:              8 years(*)
     Remaining Economic Life:    42 years(*)
     * See Condition Analysis to follow

NO. OF STORIES:                  1

SIZE:
     Gross Building Area (GBA):  77,752 SF
     Net Rentable Area (NRA):    76,762 SF
     Source:                     Rent roll and tax records
     Floor-to-Area Ratio:        0.16:1

TYPICAL SMALL SHOP BAY DEPTH:    60' to 100'

TYPICAL SMALL SHOP BAY WIDTH:    15' to 60'

ANCHOR SPACE:
    Tenants:                     Wal-Mart
    Total Size:                  54,962 SF
    % Anchor:                    71.60%

COMMENT: The subject anchor space is specifically designed for the anchor tenant. However, the open "big box" space is easily adaptable to other tenants. A loading dock is located in the rear of this space.

TENANCY:

No. of Tenants:             9
Type Occupancy:             Multi-tenant
Current Physical Occupancy: 98%


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                                            DESCRIPTION OF IMPROVEMENTS, CONT'D.
--------------------------------------------------------------------------------

GENERAL CONSTRUCTION COMPONENTS

DATA SOURCES:
     Building Plans Provided:     Plans and specifications were not made
                                  available to the appraisers.

     Other:                       Property inspection by the appraisers,
                                  discussions with representatives of the
                                  property owner and information available
                                  from the Tax Assessor's office.

FOUNDATION:                       Concrete slab

STRUCTURAL SYSTEM:                Concrete black

ROOF SYSTEM:                      Built-up composition cover over metal
                                  rib decking on steel-bar joists

EXTERIOR WALLS:                   The exterior walls are brick on store
                                  fronts and painted concrete block on
                                  sides and rear.

EXTERIOR DOORS:                   Storefront glass in aluminum frame

EXTERIOR WINDOWS:                 Glass in aluminum frame

ELECTRICAL:                       Electrical fixtures and systems were
                                  noted to be in average quality.  Average
                                  commercial service. Assumed to comply
                                  with all governing codes and good
                                  industry standard practice.

H.V.A.C.:                         Each lease space has an electric package
                                  heating and cooling units. Ground level.

PLUMBING:                         Each lease space has a men's and women's
                                  restroom. All restaurants have special
                                  plumbing for sinks and restrooms.

COMMENTS: The subject improvements are composed of two separate buildings. These two buildings are separated by 115' tract of land set aside for a future expansion of the Wal-Mart space of approximately 20,000 SF of building area. The front of this space is covered by concrete block decorative wall.


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                                            DESCRIPTION OF IMPROVEMENTS, CONT'D.
--------------------------------------------------------------------------------

SITE IMPROVEMENTS

SIGNAGE:                          One lighted sign on Dupree Avenue/SR-76
                                  Bypass

PARKING AREA:                     Asphalt paved with adequate parking spaces;
                                  average condition. Heavy duty concrete in the
                                  rear of the center for truck loading area.

     NO. OF SPACES:               529
     NO./1,000 SF OF GBA:         6.89/1,000 SF

FENCING:                          None

CONCRETE WALKS:                   Concrete along retail area

CONDITION/QUALITY

CONSTRUCTION QUALITY:             Average and typical of the local market

CONDITION OF IMPROVEMENTS:        Average to good given actual age

RECENT SIGNIFICANT
CAPITAL EXPENDITURES:             None

EFFECTIVE AGE ANALYSIS

The improvements actual age is 8 years. This is not unusual in this neighborhood. The typical economic life for similar structures is 50 years. The condition, quality of construction and effective maintenance program by the current owner has maintained the economic life of the property. Based on the condition/quality analysis presented, a 42 year remaining economic life is considered reasonable before significant capital expenditures would be required to extend the economic life. This yields an estimated 8 year effective age.

FUNCTIONAL UTILITY ANALYSIS

The overall property is considered to have average functional utility based upon the property type and use. The straight line shape of the center parallel to the highway is considered to be a functional shape with good visibility from the road. The local space bay depths are considered to be optimal for the market.


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SITE PLAN

[GRAPHICS OMITTED]


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PHOTOGRAPHS OF SUBJECT PROPERTY

[GRAPHICS OMITTED]

Front view of the subject on Dupree Avenue/SR-76 Bypass.

[GRAPHICS OMITTED]

Front view of the subject on Dupree Avenue/SR-76 Bypass.


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PHOTOGRAPHS OF SUBJECT PROPERTY, CONT'D.

[GRAPHICS OMITTED]

View of East Main Street/US-70 looking north with subject on right.

[GRAPHICS OMITTED]

View of the rear of the site.


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SUBJECT PROPERTY ZONING

SUBJECT ZONING DATA SUMMARY

SUBJECT ZONING DESIGNATION:      GC - General Commercial District

ZONING AUTHORITY:                City of Brownsville & Haywood County

PURPOSE OF ZONING DISTRICT:      These districts are designed to provided
                                 adequate space in appropriate locations for
                                 the establishment of a wide variety of uses
                                 including commercial trade and service uses,
                                 entertainment facilities, offices and
                                 establishments engaged in wholesale trade.
                                 Since these activities tend to generate
                                 relatively large volumes of traffic and have
                                 other characteristics detrimental to
                                 residential districts, their locations should
                                 be removed from the proximity of residential
                                 district as much as possible.

PERMITTED USES:                  These  districts  provide  for  residential,
                                 governmental  uses,  institutional,
                                 community facilities and utilities necessary
                                 to serve these districts or which are
                                 required for general community welfare,
                                 automotive parking, retial and commercial,
                                 medical service, general office uses and
                                 general personal service uses.

REGULATIONS

MINIMUM FRONT YARD:              50'
    SIDE YARD:                   50' when adjoining residential; 10' for all
                                 others
    REAR YARD:                   50' when adjoining residential; 30' for all
                                 others
    MAXIMUM FLOOR AREA RATIO:    None
    MAXIMUM HEIGHT:              35 foot maximum front wall

LANDSCAPING:                     The first 10 feet of any required yard
                                 adjacent to a street shall be devoted to
                                 devoted to landscaping. All other required
                                 yard areas not occupied by sidewalks and
                                 driveways shall also be devoted to
                                 landscaping.

IMPROVEMENTS CONFORMITY:         Improvements appear to conform to the zoning
                                 regulations.

OTHER PRIVATE, PUBLIC OR LEGAL RESTRICTIONS

DEED RESTRICTIONS: None known to the appraisers

PUBLIC RESTRICTIONS: None known to the appraisers


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SUBJECT PROPERTY ZONING, CONT'D.

The reader's attention is directed to the zoning map exhibit presented on the following page.


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ZONING MAP

[GRAPHICS OMITTED]


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HIGHEST AND BEST USE

INTRODUCTION

In highest and best use analysis, an appraiser identifies the most profitable, competitive use to which a property can be utilized. Highest and best use may be defined as:

The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value.(1)

Proper analysis includes consideration of the highest and best use of a given property 1) as if vacant, and 2) as improved. The purpose of determining the highest and best use of land as though vacant is to identify a site's potential use, which governs its value. The purpose of determining the highest and best use of property as improved is to identify the use that is expected to produce the greatest overall return on the capital invested, and to assist the appraiser in the selection of comparable properties.

A property's highest and best use must be 1) physically possible, 2) legally permissible, 3) financially feasible, and 4) maximally productive. These criteria will be considered sequentially and conditionally in this section of the appraisal report.

The highest and best use analysis and conclusions form the foundation for the application of the three approaches to value and the reconciliation and final value estimate. The data presented in the previous sections of this report is analyzed and used as support for establishing the opinion of highest and best use. Therefore, only the more distinctive characteristics from each section that have substantial impact on the highest and best use are analyzed. The reader is referred to the previous sections for the detailed data.

HIGHEST AND BEST USE AS VACANT

The initial step in analyzing the highest and best use of the appraised property is to consider the land as if vacant. Highest and best use of land or a site as vacant assumes that a parcel of land is vacant or can be made vacant by demolishing any improvements.

1. PHYSICALLY POSSIBLE

The size, shape, location, topography, and surrounding land use pattern of a parcel of land affects its physical utility and adaptability. These and other physical characteristics are considered in analyzing the physical capabilities of the site and most probable uses.

REPORT SECTION REFERENCE: Site Analysis and Neighborhood Analysis


(1) THE APPRAISAL OF REAL ESTATE, NINTH EDITION, (CHICAGO: AMERICAN INSTITUTE OF REAL ESTATE APPRAISERS, 1987), P. 269.

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HIGHEST AND BEST USE, CONT'D.

GENERAL SITE FEATURES:

  Physical Characteristics:     The semi-rectangular shape, average
                                frontage, level topography, soil
                                conditions and 11.433 acre size are
                                functional for almost any type of
                                development consistent with neighborhood
                                trends. No unusual site development
                                costs would be required.

  Utilities & Services:         All public utilities are available to
                                the site in adequate supply and capacity
                                to permit development of any probable
                                use of the site. The site fronts on a
                                public street that is in good condition.

  Functional Utility:           Considering the general site features,
                                the functional utility and physical
                                adaptability of the subject site is
                                considered average and will allow most
                                any typical development prevalent in the
                                area.

SURROUNDING LAND USES:          The subject tract is surrounded on the
                                east and south by vacant farm land. The
                                vacant land to the south is owned by the
                                subject property's developer for future
                                expansion of the center, but is not a
                                part of this appraisal report. A
                                separately owned, Exxon Station, outlot
                                is located in the northwest corner of
                                the subject property and has frontage
                                along Dupree Avenue/SR-76 Bypass and
                                East Main Street/US-70. To the north of
                                the subject property across East Main
                                Street/US-70 are some vacant residential
                                tracts. Directly across Dupree
                                Avenue/SR-76 Bypass to the west from the
                                subject site is a commercial property.

LIMITING FACTORS:               No limiting physical factors noted

PHYSICALLY POSSIBLE CONCLUSION: The physical characteristics of the site

and available utilities and services are adequate for a variety of uses and do not significantly limit the potential development of the site except to the density which would be allowed under the current zoning.

2. LEGALLY PERMISSIBLE USES

The analysis of legally permissible uses of the property includes consideration of zoning ordinances, private and deed restrictions, historic district controls and environmental regulations.

REPORT SECTION REFERENCE: Zoning Analysis

ZONING DESIGNATION: GC - General Commercial District


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HIGHEST AND BEST USE, CONT'D.

PERMITTED USES:                   These districts provide for residential,
                                  governmental uses, institutional,
                                  community facilities and utilities
                                  necessary to serve these districts or
                                  which are required for general community
                                  welfare, automotive parking, retial and
                                  commercial, medical service, general
                                  office uses and general personal service
                                  uses. See Zoning Analysis for more
                                  information.

DEED RESTRICTIONS:                None known to the appraisers

PUBLIC RESTRICTIONS:              No public restrictions are known.

POSSIBILITY OF
   ZONING CHANGE:                 None known to the appraisers

LEGALLY PERMISSIBLE USES CONCLUSIONS: Based upon the factors analyzed and the legally permissible uses for the subject, the best uses appear to be retail services.

3. FINANCIALLY FEASIBLE

In determining which uses are physically possible and legally permissible, an appraiser eliminates some uses from consideration. Then the uses that meet the first two criteria are analyzed further to determine which are likely to produce an income, or return, equal to or greater than the amount required to satisfy operating expenses, financial obligations and capital amortization. All uses that are expected to produce a positive return are regarded as financially feasible.

MOST PROBABLE USES:              Based upon the analysis of physically
                                 possible uses and legally permissible
                                 uses, the best and most probable uses
                                 are limited to the highest density of
                                 retail space physically possible.

FEASIBILITY:                     All of the most probable uses listed
                                 above are considered financially
                                 feasible based upon land values in the
                                 immediate area.

   Income:                       The use with the highest potential net
                                 operating income is retail sales,
                                 particularly a shopping center complex.

   Occupancies:                  Overall occupancy for retail shop space
                                 in Brownsville is estimated to be near
                                 98.8%. This is considered sufficient to
                                 justify new construction.

FEASIBILITY CONCLUSION: The analysis of potential income and return on investment as well as demand (occupancy) indicates that retail services with a low percentage of office space would yield the highest return.


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HIGHEST AND BEST USE, CONT'D.

4. MAXIMALLY PRODUCTIVE

A comparison of the financially feasible uses indicates that retail services with low office percentage would yield the highest return to the land.

HIGHEST AND BEST USE

AS IF VACANT STATEMENT:               The highest and best use of the subject
                                      site assuming it is vacant is
                                      development of a neighborhood shopping
                                      center.

HIGHEST AND BEST USE AS IMPROVED

The preceding analysis of the site as vacant is also relevant to the highest and best use of the subject property, as improved. If the existing improvements are the same as those indicated for the highest and best use as vacant, the four tests for highest and best use do not have to be applied here because the conclusions reached in testing for the highest and best use of the site as though vacant are applicable to the analysis as improved.

CONFORMANCE TO HIGHEST AND BEST

 USE AS VACANT:                        The existing improvements of the subject
                                       property generally conform to the
                                       highest and best use as vacant.

POSSIBLE DEMOLITION, RENOVATION OR
 CONVERSION IN USE:                    A comparison of the land value estimate
                                       and the value estimate of the property
                                       as improved in the forthcoming valuation
                                       section indicates that the improvements
                                       contribute significant value to the
                                       property. Therefore, demolition is not
                                       justified. An economic analysis shows
                                       remodeling, renovation or conversion of
                                       the subject to another use is not
                                       economically justified.

HIGHEST & BEST USE
 AS IMPROVED STATEMENT:                The highest and best use as improved is
                                       continued use as a neighborhood shopping
                                       center development.


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REAL ESTATE TAX ANALYSIS

TAXING AUTHORITIES:                    The City of Brownsville & Haywood
                                       County. The local government tax rate
                                       represents all local municipal tax
                                       charges. School Districts or other
                                       special districts as a separate taxing
                                       authority do not exist. All municipal
                                       funding from real estate taxes are under
                                       the tax rate charged in the two taxing
                                       districts.

REAL ESTATE TAX RATES

           TAX RATE'S YEAR:            1997
           TAX BILL DUE DATE:          Between October and February

ASSESSMENT RATIO

The local government applies an assessment ratio to each property's tax appraised value for the calculation of taxes. The assessment ratio applied is determined by the property type as follows:

           RESIDENTIAL PROPERTY        25%
           COMMERCIAL PROPERTY         40%

SUBJECT REAL ESTATE TAX DATA

           REAL ESTATE TAX DISTRICT:   City of Brownsville & Haywood County
           REAL ESTATE TAX RATE:       $3.90 per $100 of Assessed Value
           ASSESSMENT RATIO:           40%
           TAX APPRAISED VALUE:        $2,076,700

TAX COMPARABLES

=============================================================================================
                          APPRAISED      ASSESSED     TAX RATE     TAX       SIZE
   COMPARABLES              VALUE         VALUE        /$100     EXPENSE     (SF)    TAXES/SF
---------------------------------------------------------------------------------------------
BRADFORD SQUARE S/C       $1,881,300     $752,520      $3.90     $29,348    81,133     $0.36
---------------------------------------------------------------------------------------------

934 W. MAIN STREET          $256,300     $102,520      $3.90      $3,998    14,196     $0.28
---------------------------------------------------------------------------------------------

1362 N. WASHINGTON ST.      $349,900     $139,960      $3.90      $5,458    10,240     $0.53
---------------------------------------------------------------------------------------------

SUBJECT                   $2,076,700     $830,680      $3.90     $32,397    76,762     $0.42
=============================================================================================

Note: 1) Building size is based on gross square feet gross square feet.
2) The assessed value is calculated based on a 40% assessment

                  ratio.

SUBJECT TAX EXPENSE ANALYSIS:          The subject property's tax bill falls in
                                       the middle of the range based on the
                                       comparison of tax expenses for each
                                       property. After consideration of the
                                       proposed valuation methodology used by
                                       the tax assessor it appears that the
                                       real estate tax


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REAL ESTATE TAX ANALYSIS, CONT'D.

expense projection is fair and reasonable for the subject property.


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APPRAISAL PROCEDURE

INTRODUCTION

The estimation of market value of a property that is being appraised is accomplished by the comparison and analysis of as many techniques as are appropriate. Three approaches are generally used to produce value indications.

COST APPROACH:                     This valuation technique is based on the
                                   premise that the value of a property can
                                   be indicated by the current cost to
                                   construct a reproduction or replacement
                                   of the improvements minus the amount of
                                   depreciation evident in the structures
                                   from all causes plus the value of the
                                   land and entrepreneurial profit. The
                                   Cost Approach is particularly useful for
                                   appraising new or nearly new
                                   improvements. Current costs for
                                   constructing improvements are derived
                                   from cost estimators, cost
                                   publications,  builders  or
                                   contractors. Depreciation is measured by
                                   market research and/or through the
                                   application  of specific mathematical
                                   procedures. Land value is estimated
                                   separately by direct sales comparison.

SALES COMPARISON APPROACH          This approach is most viable when an
                                   adequate number of properties of similar
                                   type have been sold recently or are
                                   currently offered for sale in the
                                   subject market. The application of this
                                   approach produces a value indication for
                                   a property  through  comparison  with
                                   similar properties, called comparable
                                   sales. The sale prices of properties
                                   judged to be most comparable tend to set
                                   a range in which the value indication
                                   for the subject falls.

INCOME CAPITALIZATION APPROACH:    This approach to value is applicable to
                                   properties capable of producing a net
                                   income stream. By using the income
                                   capitalization approach, the appraiser
                                   measures the present value of the future
                                   benefits of property ownership. Income
                                   streams and the value of property upon
                                   resale (reversion) are capitalized or
                                   converted into a present, lump-sum
                                   value. Research and analysis of data for
                                   this approach are conducted against a
                                   background of supply and demand
                                   relationships. This background provides
                                   information on trends and market
                                   anticipation that must be verified for
                                   data analysis.


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APPRAISAL PROCEDURE, CONT'D.

RECONCILIATION OF APPROACHES:      The strengths and weaknesses of each
                                   approach used are weighed in the final
                                   analysis. The approach or approaches
                                   offering the greatest quantity and
                                   quality of supporting data are typically
                                   given most consideration and the final
                                   estimate of value is correlated.

APPROACHES UTILIZED
    IN THIS ASSIGNMENT:            The Cost, Sales Comparison and Income
                                   Capitalization Approaches to value have
                                   each been utilized in estimating the
                                   market value of the subject property as
                                   of the effective date of appraisal.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 54


LAND VALUATION

INTRODUCTION

A reliable value indication for the subject parcel is provided by an analysis and comparison of other comparable sites which have sold in the marketplace. Many factors influence the price of land. The technique involved in the value estimate of the land uses the principle of substitution as the basis for analysis, and the methodology includes an analysis of what buyers in the area have been paying for similar properties. Therefore, the value of the subject site is derived from sales and listings of comparable properties in the area. The comparable land sales included in this report are analyzed with respect to market conditions (time), location, physical characteristics (functional utility) and size.

Dollar or percentage adjustments are made to the sale price of each comparable. Positive adjustments are made for deficiencies in the comparable property relative to the subject site. Negative adjustments are made for superior characteristics of the sale relative to the subject. When sufficient sales data is available, a "paired sales" analysis is utilized. This is a procedure in which sales are compared in pairs to identify the effect of specific differences on sale price. When such data is unavailable or inconclusive, adjustments are made based on discussions with active market participants (buyers, sellers, investors and developers), historical sales data, or the appraiser's experience in valuing similar properties.

The sales on the following pages are considered to have a reasonable degree of comparability to the land being appraised. In formation pertaining to these transactions has been verified by either the buyer, seller, broker, or other sources considered reliable and having knowledge of the particular transaction.


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                                                         LAND VALUATION, CONT'D.
--------------------------------------------------------------------------------

                                                      COMPARABLE LAND SALES DATA
--------------------------------------------------------------------------------


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LAND SALE COMPARABLE NO. 1:

PROPERTY DATA

 Location:   Hwy 76 Bypass south of SH-19, Brownsville, TN

 County:     Haywood

 Grantor:    Lyle Reid, etux

 Grantee:    MHR Properties, LLC

 Map(s):     074P-B

 Parcel(s):  002.06

 Sale Date:  03/01/96              Book/Page:   211  /  818

SITE DATA

 Size (Acres):  3.00

 Size (SF):     130,680

 Zoning:        Commercial

 Utilities:     All available to site

 Frontage:      Along Hwy 76 Bypass

 Shape:         Rectangular

 Topography:    Slightly Sloping

 Easements:     None detrimental

 Improvements:  None of value at sale date

 Intended Use:  Future Farmers Home Office

TRANSACTION DATA

Consideration:   $25,000          Price/Acre:     $8,333

Cash Equivalent: $25,000       Adj. Price/Ac:     $8,333

Financing:       All cash to seller.

Verified By:     Haywood County Assessor's Office

COMP_CODE:       1287

COMMENTS: This tract of land is located on the eastside of Brownsville.


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LAND SALE COMPARABLE NO. 2:

PROPERTY DATA

Location:   1462 East Main Street, Brownsville, TN

County:     Haywood

Grantor:    Cherry M. Lea & Joe W. Lea, Jr., etal

Grantee:    Thomas O. Lea, etux

Map(s):     074

Parcel(s):  021.01

Sale Date: 12/01/94 Book/Page: 205 / 480

SITE DATA

Size (Acres):   1.90

Size (SF):      82,764

Zoning:         Commercial

Utilities:      All available

Frontage:       Along East Main Street

Shape:          Rectangular

Topography:     Slightly Sloping

Easements:      None detrimental

Improvements:   None of value at sale date

Intended Use:   Future Retail Store

TRANSACTION DATA

 Consideration:   $18,000            Price/Acre:     $9,474

 Cash Equivalent: $18,000         Adj. Price/Ac:     $9,474

 Financing:       All cash to seller.

 Verified By:     Haywood County Assessor's Office

 COMP_CODE:       1288

COMMENTS:         This tract of land is located on the eastside of Brownsville.


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LAND SALE COMPARABLE NO. 3:

PROPERTY DATA

Location:   E/s of Highway 76 Bypass, Brownsville, TN

County:     Haywood

Grantor:    Lyle Reid, etux

Grantee:    Pedigo-Brownsville Properties, LP

Map(s):     074P-B

Parcel(s):  002.03

Sale Date: 12/17/92 Book/Page: 195 / 404

SITE DATA

Size (Acres):   3.14

Size (SF):      136,778

Zoning:         Commercial

Utilities:      All available

Frontage:       Along Hwy 76 Bypass

Shape:          Rectangular

Topography:     Slightly Sloping

Easements:      None detrimental

Improvements:   None of value at sale date

Intended Use:   Future Department of Human Services

TRANSACTION DATA

 Consideration:   $40,000                 Price/Acre:  $12,739

 Cash Equivalent: $40,000              Adj. Price/Ac:  $12,739

 Financing:       All cash to seller.

 Verified By:     Haywood County Assessor's Office

 COMP_CODE:       1289

COMMENTS:         This tract of land is located on the eastside of Brownsville.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 59


LAND SALE COMPARABLE NO. 4:

PROPERTY DATA

Location:   NWC of US-70 and Prospect Lane, Brownsville, TN

County:     Haywood

Grantor:    Timothy O. Morris

Grantee:    Tennessee Seeds Brownsville

Map(s):     075

Parcel(s):  017.02

Sale Date: 08/29/96 Book/Page: 214 / 360

SITE DATA

Size (Acres):   32.67

Size (SF):      1,423,105

Zoning:         Commercial

Utilities:      All available

Frontage:       Along Hwy 76 Bypass & Prospect Lane

Shape:          Rectangular

Topography:     Slightly Sloping

Easements:      None detrimental

Improvements:   None of value at sale date

Intended Use:   Future Retail/Warehouse

TRANSACTION DATA

 Consideration:     $138,000          Price/Acre:  $4,224

 Cash Equivalent:   $138,000       Adj. Price/Ac:  $4,224

 Financing:         All cash to seller.

 Verified By:       Haywood County Assessor's Office

 COMP_CODE:         1290

COMMENTS:           This tract of land is located on the southwest side of
                    Brownsville. This tract of land was purchased for a
                    retail sales location and warehouse.


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LAND SALES MAP

[GRAPHICS OMITTED]


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COST APPROACH - LAND VALUATION ANALYSIS

COMPARABLE LAND SALES SUMMARY


               SUBJECT    SALE #1       SALE #2        SALE #3      SALE #4
--------------------------------------------------------------------------------

SALE DATE      CURRENT    03/01/96      12/01/94       12/17/92     08/29/96
--------------------------------------------------------------------------------

SIZE/ACRES     11.43      3.00          1.90           3.14         32.67
--------------------------------------------------------------------------------

ZONING         GC         COMMERCIAL    COMMERCIAL     COMMERCIAL   COMMERCIAL
--------------------------------------------------------------------------------

SP/SF          N/A        $8,333        $9,474         $12,739      $4,224
--------------------------------------------------------------------------------

INTRODUCTION

A search for comparable land sales within the subject neighborhood and competitive locales was conducted by the appraiser. The appraiser consulted with local real estate agents knowledgeable of the subject market and researched public records for pertinent information. The sales used herein represent the most comparable data available at the time of the report. Adjustments to these land prices for market financing, market conditions (time), location, physical characteristics (functional utility) and size, as they relate to the subject property, are made accordingly.

Following is a discussion of the major factors which influence the value of the subject site. It should be noted that financing, conditions of sale and time adjustments are made first to each of the comparables in order to reflect authentic and current pricing trends. The net percentage of the remaining adjustments for location, physical characteristics (utility) and size is then applied to the "time adjusted" sales price to reflect the indicated value of the subject.

UNIT OF COMPARISON:    SP/SF; sales price per square foot
     Analysis:         Discussions with brokers and developers in the subject
                       market indicated that this is the basic unit of
                       comparison from which they make their acquisition
                       decisions for land similar to the subject.

FINANCING:             The transactions are either all cash transactions or are
                       considered to represent typical market financing and do
                       not require an adjustment for non-market financing. As
                       such, no adjustments are made for factors relating to
                       financing.

CONDITIONS OF SALE:    All of the comparable sales are considered to have
                       typical conditions of sale, therefore no adjustments
                       were made.

MARKET CONDITIONS:
   DESCRIPTION:        This adjustment, often referred to as the "time
                       adjustment", reflects the direction of change in the
                       market from the sale date of the comparable to the
                       valuation date of the subject property.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 62


LAND VALUATION ANALYSIS, CONT'D.

     ANALYSIS:          The adjustment to Sale No. 2 reflects inferior
                        market conditions at the time related to the local
                        economic recession. The adjustment to the listing
                        indicates the level at which offers to purchase
                        have been received.

LOCATION:
     DESCRIPTION:       Locational features include visibility, access and
                        proximity to other quality development.

     ANALYSIS:          All of the sales are located in a similar
                        neighboring community. Sale Nos. 1 and 3 are
                        adjusted for their weaker locations.  Sale No. 2 is
                        the most similar to the subject in location with no
                        adjustment is required.

PHYSICAL CHARACTERISTICS

The analysis of physical attributes considers shape, frontage, topography, zoning and the availability of public utilities. Only those physical characteristics which impact the sales price of the comparable relative to the subject will be addressed. The physical elements of the sales as they relate to the subject are addressed as follows.

SHAPE

   Description:    The shape of a site will determine its adaptability
                   to possible uses. Some configurations may restrict
                   structural design or limit the buildable/usable
                   area of the parcel. A site must have adequate depth
                   to accommodate the layout of the improvements, but
                   should not be excessive in relation to the parcel's
                   frontage and size.

   Analysis:       All of the comparable sales have a shape adequate
                   for their intended use. As such, no adjustments are
                   deemed appropriate for the comparables.

FRONTAGE:
   Description:    The amount of street frontage is important to
                   commercial properties and, in particular, retail
                   properties.

   Analysis:       All of the comparable sales have a frontage
                   adequate for their intended use.  As such, no
                   adjustments are deemed appropriate for the
                   comparables.

TOPOGRAPHY:
   Description:    The topography of a site can significantly impact
                   the costs of development. Consideration must be
                   given to the contour, grade and drainage of the
                   sale tracts in relation to the appraised property.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 63


LAND VALUATION ANALYSIS, CONT'D.

    Analysis:          The subject tract has a level topography. All of
                       the comparable sales were considered to have
                       similar topographical characteristics at the time
                       of sale. Thus, no adjustments for topography are
                       deemed necessary to the sales.

  ZONING:
    Description:       Zoning is often the most basic criteria in
                       selecting comparables. Sites zoned the same as the
                       subject property are the most appropriate
                       comparables. When sufficient sales in the same
                       zoning category are not available, data from
                       similar categories may be used after adjustments
                       have been made. These adjustments are based on the
                       allowable uses, permitted density and restrictions
                       within the ordinance in comparison to the subject.

    Analysis:          All of the sales utilized in this land valuation
                       have the same or comparable zoning designation as
                       the subject.  Thus, no adjustments for zoning are
                       deemed necessary to the sales.

 UTILITIES:
   Description:        The availability and proximity to public utilities
                       (water, sewer, electricity, gas and telephone) is
                       an important attribute to the development of any
                       property. This adjustment reflects the difference
                       in sales price caused by the distance and capacity
                       of utility services to the comparable sites and
                       also considers the cost of bringing utilities to
                       the tract.

   Analysis:           All utilities were available to the comparable
                       sites at the time of their sale, as they are to the
                       subject. No adjustment is made for factors
                       associated with utilities.

SIZE:
   Description:        Most types of development have an optimal site
                       size. If a site is larger than optimal, the value
                       of the excess land tends to decline at an
                       accelerating rate. As a result, larger tracts of
                       land typically sell for less per unit of comparison
                       than smaller parcels, all other factors being
                       equal.

   Analysis:           The subject land contains 11.433 acres of land. The
                       comparable sales have land sizes ranging from 1.90
                       to 32.67 acres. The subject site is considered
                       larger than optimal and slight adjustments are made
                       for size.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 64


LAND VALUATION ANALYSIS, CONT'D.

On the following page is an adjustment grid of the comparable sales utilizing the adjustments noted in the previous analysis.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 65


COMPARABLE LAND SALES ADJUSTMENT GRID

                                SUBJECT                  SALE #1              SALE #2                SALE #3            SALE #4
                                                      ------------------------------------------------------------------------------
SALE PRICE                                                $8,333               $9,474                $12,739             $4,224
                                                      ------------------------------------------------------------------------------
ELEMENTS OF COMPARISON
                                                      ------------------------------------------------------------------------------
DATE OF SALE                                             03/01/96             12/01/94              12/17/92            08/29/96
                                                      ------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                                                      ------------------------------------------------------------------------------
                                                      HWY 76 BYPASS         E. MAIN ST.           HWY 76 BYPASS         HWY 70 &
                                                                                                                        PROSPECT
                                                      ------------------------------------------------------------------------------
ADJUSTED PRICE                                            $8,333               $9,474                $12,739             $4,224
                           ---------------------------------------------------------------------------------------------------------
LOCATION                         GOOD                      GOOD                 GOOD                  GOOD              AVERAGE
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            INFERIOR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                 45%
                           ---------------------------------------------------------------------------------------------------------
SHAPE                      SEMI-RECTANGULAR            RECTANGULAR          RECTANGULAR            RECTANGULAR        RECTANGULAR
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
FRONTAGE                        AVERAGE                  AVERAGE              AVERAGE                AVERAGE            AVERAGE
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
TOPOGRAPHY                       LEVEL               SLIGHTLY SLOPING     SLIGHTLY SLOPING      SLIGHTLY SLOPING    SLIGHTLY SLOPING
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
ZONING                            GC                    COMMERCIAL           COMMERCIAL            COMMERCIAL          COMMERCIAL
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
UTILITIES                    ALL AVAILABLE        ALL AVAILABLE TO SITE    ALL AVAILABLE          ALL AVAILABLE      ALL AVAILABLE
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
SIZE/ACRES                       11.43                     3.00                 1.90                  3.14               32.67
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            INFERIOR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                 45%
                           ---------------------------------------------------------------------------------------------------------
OTHER                             N/A
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                                                      ------------------------------------------------------------------------------
NET ADJUSTMENT                                              0%                   0%                    0%                  0%
                                                      ------------------------------------------------------------------------------
FINAL ADJUSTMENT SALE PRICE                               $8,333               $9,474                $12,739             $8,026
                                                      ------------------------------------------------------------------------------


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 66


LAND VALUATION ANALYSIS, CONT'D.

RECONCILIATION

The sales prices ranged from 4,224 to 12,739 per square foot before the adjustment process. The indicated value of the subject property ranged between $8,026 and $12,739 per square foot after analysis. The adjusted value range is considered very narrow and provides consistent and reliable data from which to estimate the subject's land value. The most weight is placed on Sale Nos. 2 and 3 because of their location on Hillsboro Pike. In the final analysis, the subject's land value was based on the low end of the range of sales due to the site's excessive depth relative to its frontage and visibility.

Based on this analysis, a value of $9,000/SF is considered highly supportable. Thus, the market value of the fee simple interest in the subject parcel as if vacant, contingent to the assumptions and limiting conditions stated herein, as of August 14, 1997 is calculated below:

LAND VALUE ESTIMATE

Land Size                        11.43

(Acres)

Estimated Value/Acre            $9,000
                              --------
x

Estimated Value               $102,896

Rounded                       $103,000


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 67


COST APPROACH

INTRODUCTION

The principle of substitution is basic to the Cost Approach. The principle affirms that no prudent investor would pay more for a property than the amount for which the site can be acquired and for which improvements that have equal desirability and utility can be constructed without undue delay. An indication of value may be produced by adding the depreciated value of the improvements to the land value estimated by market (direct sales) comparison. The depreciated value of the improvements is determined by first estimating the reproduction or replacement cost new and subtracting depreciation from all causes, if any.

In providing complete building cost estimates, an appraiser must consider direct (hard) costs, and indirect (soft) costs. Both types of costs are essential for a reliable reproduction or replacement cost estimate. In addition, any entrepreneurial profit likely to be realized from the building project must be estimated.

COST DATA

SOURCE: Marshal Valuation Service Manual - calculator cost

ABOUT THE SOURCE: This publication is a widely accepted cost data source in the appraisal industry. The cost data presented in this manual are based on years of valuation experience, thousands of appraisals and continual analysis of the costs of new buildings. This publication has been recognized as an authority in the appraisal field for over fifty years.

COSTS INCLUDED IN SOURCE: The base calculator costs depicted in the Marshal Valuation Service Manual include the following:

1. Architects's and engineer's fees;

2. Normal interest on only the building improvement funds during the period of construction and processing fee or service charge;

3. Sales taxes on materials;

4. Normal site preparation including finish, grading and excavation for foundation and backfill;

5. Utilities from structure to lot line figured for typical setback;

6. Contractor's overhead and profit including job supervision, workmen's compensation, fire and liability insurance, unemployment insurance, equipment, temporary facilities, security, etc.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 68


COST APPROACH, CONT'D.

COSTS NOT INCLUDED IN SOURCE: The base calculator costs depicted in the Marshal Valuation Service Manual do not include the following:

1. Costs of buying or assembling land such as escrow fees, legal fees, property taxes, right of way costs, demolition, storm drains, or rough grading, are considered costs of doing business or land improvement costs.

2. Pilings or hillside foundations;

3. Interest or taxes on the land;

4. Feasibility studies, appraisal or consulting fees, etc.;

5. Discounts or bonuses paid for financing, project bond issues, development overhead or fixture and equipment purchases, etc.;

6. Yard improvements including signs, landscaping, paving, walls, yard lighting, pools or other recreation facilities;

7. Off site costs including roads, utilities, park fees, jurisdictional hook-up, tap, impact or entitlement fees and assessments, etc.;

8. Marketing costs to create first occupancy including model or advertising expenses, leasing or broker's commissions or temporary operation of property owners associations.

SUBJECT'S MARSHALL VALUATION COST DATA

SUMMARY OF SUBJECT GENERAL BUILDING CHARACTERISTICS:

   Property Type:                Neighborhood shopping center
   Structure:                    Masonry
   No. of Stories:               1
   Gross Building Area:          77,752 SF

CLASSIFICATION                   Class C Community Center
TYPE (QUALITY)                   Average
REGION/CLIMATE                   Central/Moderate
PAGE REFERENCE                   Section 13, Page 28
PAGE REFERENCE DATE              September 1995
CURRENT MULTIPLIER PAGE          August 1997
LOCAL MULTIPLIER PAGE DATE       July 1997
COST METHOD                      Calculator; therefore, replacement cost

The reader is directed to the base cost and adjustments presented on the following page.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 69


                                                          COST APPROACH, CONT'D.
--------------------------------------------------------------------------------

MVS BASE COST & ADJUSTMENTS

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

 1 BASE SQUARE FOOT COST                                                  $46.08
--------------------------------------------------------------------------------

 2     SQUARE FOOT REFINEMENTS
--------------------------------------------------------------------------------

 3 Heating Cooling, ventilation                                           $ 0.00
--------------------------------------------------------------------------------

 4 Elevator                                                               $ 0.00
--------------------------------------------------------------------------------

 5 Miscellaneous                                                          $ 1.50
--------------------------------------------------------------------------------

 6 Total SF Refinements                                                   $47.58
--------------------------------------------------------------------------------

       HEIGHT & SIZE REFINEMENTS
--------------------------------------------------------------------------------

 7 Number of Stories Multiplier                                             1.00
--------------------------------------------------------------------------------

 8 Height per story multiplier                                              1.04
--------------------------------------------------------------------------------

 9 Floor area-perimeter multiplier                                          0.81
--------------------------------------------------------------------------------

10 Combined multipliers (7x8x9)                                             0.84
--------------------------------------------------------------------------------

       FINAL CALCULATIONS
--------------------------------------------------------------------------------

11 Refined SF Cost (Line 6x10)                                            $40.16
--------------------------------------------------------------------------------

12 Current cost multiplier                                                  1.05
--------------------------------------------------------------------------------

13 Local multiplier                                                         0.96
--------------------------------------------------------------------------------

14 Final SF Cost (Line 11x12x13)                                          $40.48
================================================================================

SITE IMPROVEMENTS
  & OTHER HARD COSTS:         Site improvement cost and other hard costs related
                              to the improvements must be added to the base
                              structural cost estimate. The reader is directed
                              to the Cost Summary exhibit at the end of this
                              report section for a summary of these costs.

INDIRECT COSTS:               Indirect costs not included in the Marshall
                              Valuation base costs include loan interest on
                              land, lease-up costs and professional fees.
                              Calculations for the loan interest on land and
                              lease-up costs are presented below.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 70


                                                          COST APPROACH, CONT'D.
--------------------------------------------------------------------------------

LAND LOAN INTEREST CALCULATIONS:

                                   LAND VALUE ESTIMATE                 $103,000

                                   CONSTRUCTION INTEREST RATE       X      9.00%

                                   CONSTRUCTION PERIOD (YEARS)      X      0.75
                                                                       --------

                                     LAND INTEREST                  =    $6,953

LEASE-UP COST CALCULATIONS:

                                     COMMISSIONS

                                       Market Rent/SF                     $4.62

                                       Net Rentable Area (SF)       X    76,762

                                       Commissions %                X      6.00%

                                       Average years of leases      X      5.00
                                                                       --------

                                     COMMISSION COST, ROUNDED       =  $106,400

                                     PLUS: OTHER (MARKETING, ETC.)  +         0
                                                                       --------

                                     TOTAL LEASE-UP COSTS           =  $106,400

TOTAL REPLACEMENT COST NEW
  (IMPROVEMENTS, PROFIT & LAND):    $4,111,000

ANALYSIS OF DEPRECIATION

INTRODUCTION - ACCRUED DEPRECIATION

Accrued depreciation is a loss in value from the reproduction or replacement cost of improvements due to any cause as of the date of appraisal. The value difference may emanate from physical deterioration, functional obsolescence, external obsolescence, or any combination of these sources. A description of each of these forms of depreciation as they apply to the appraised property is detailed as follows:

PHYSICAL DETERIORATION

Physical deterioration is the result of wear, tear and weathering. This form of depreciation can be divided into two categories - curable and incurable.

PHYSICAL CURABLE:

Description:                Refers to items of deferred maintenance which are
                            in need of repair on the date of the appraisal in
                            order to restore occupancy or marketability.
                            Deferred maintenance includes minor refurbishing
                            of painted, tiled or carpeted surfaces. It also
                            includes deferred repairs of mechanical systems,


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 71


COST APPROACH, CONT'D.

                              the building exterior roof cover and the parking
                              areas.

   Subject Analysis:          This is an 8-year old property; no deferred
                              maintenance.

PHYSICAL INCURABLE:
   Description:               Involves an estimate of deterioration that is not
                              practical or currently feasible to correct. It
                              pertains to structural elements that were not
                              listed in the physically curable category.
                              Generally, incurable physical deterioration is a
                              product of the aging of major structural
                              components such as the foundation, framing, walls,
                              plumbing, electrical, mechanical and roof systems.
                              In order to estimate the depreciation charged for
                              this category, the physical age-life method is
                              applied to the current reproduction or replacement
                              cost of the entire structure less the components
                              treated as curable.

   Subject Analysis:          The reader is directed to the Description of
                              Improvements Analysis for the analysis of
                              effective age and economic life. Employing the
                              physical age-life (straight line) method of
                              estimating physical incurable deterioration, the
                              calculations are made as follows:

                               PHYSICAL INCURABLE CALCULATIONS

                                    Actual Age                                8
                                    Effective Age                             8
                                    Divide By Economic Life                  50
                                                                     ----------
                                    Incurable Physical %                 16.00%
                                    Remaining Economic Life                  42

                               CALCULATIONS:

                                    Replacement Cost New             $4,007,969
                                    Less Physical Curable                     0
                                                                     ----------
                                    Subtotal                         $4,007,969
                                    Incurable Physical %                    16%
                                                                     ----------
                                    Incurable Physical Estimate        $641,275


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 72


COST APPROACH, CONT'D.

FUNCTIONAL OBSOLESCENCE

This is the adverse effect on value resulting from defects in design. It can also be caused by changes that, over time, have made some aspect of a structure, material or design obsolete by current standards. Functional obsolescence is generally attributable to deficiencies or superadequacies inherent in the improvements and the defect may be curable or incurable.

FUNCTIONAL CURABLE

   Description:              To be curable, the cost of replacing the
                             outmoded or unacceptable aspect must be
                             at least offset by the anticipated
                             increase in value. The measure of
                             curable functional obsolescence is the
                             cost to effect the cure.

   Subject Analysis:         The physical inspection of the subject
                             indicated the  property  has  no
                             functional  curable obsolescence.

FUNCTIONAL INCURABLE
   Description:              Involves an estimate of obsolescence
                             that is not practical or currently
                             feasible to correct.  It pertains to
                             structural elements that were not listed
                             in the functional curable category.
                             Capitalization of the net income loss is
                             the commonly accepted approach  to  the
                             measurement  of incurable functional
                             obsolescence.

Subject Analysis:            The inspection of the subject property
                             and a review of the plans provided
                             indicate that the two-story design of
                             the subject improvements is functional.
                             Therefore, no functional incurable
                             obsolescence was noted in the subject
                             property.

EXTERNAL OBSOLESCENCE

External obsolescence, which is the result of the diminished utility of a structure due to negative influences from outside the site, is always incurable. It can be caused by a variety of factors - neighborhood decline, the property's location in a community, or market conditions. Only the portion of the loss that is applicable to the improvements is deducted from the current replacement cost since the effect of external influences on land value is calculated in the land valuation. In the absence of comparable sales subject to the same negative influence, the best method of measuring external obsolescence is by capitalization of the rent loss or discounting of the rent loss over the affected time period.

SUBJECT ANALYSIS:            The subject has average access and
                             visibility, and conforms to
                             surrounding development.  Market
                             conditions have been historically
                             weak; however, rents have begun to
                             increase over the past 24


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 73


COST APPROACH, CONT'D.

months. However, it appears rents have not increased to a level to justify speculative development. Thus, the minimal external obsolescence is calculated in the following table.

EXTERNAL OBSOLESCENCE CALCULATIONS

       Total Replacement Cost New, Building And Land             $4,110,969

        Less: Physical Items                                       (641,275)

        Less: Functional Items                                            0
                                                                 ----------

       Depreciated RCN                                           $3,469,694
       --------------------------------------------------------------------

       Required NOI                  ($3,469,694 X 10.00% )        $346,969

        Less: Estimated NOI                                        (324,972)

       NOI Loss Due To External Obsolescence                        $21,998

         Less: NOI Attributable To Land             2.51%              (551)

       NOI Loss Attributable To Improvements                        $21,447

       Capitalized At:                                               10.00%

       External Obsolescence                                       $214,467

       External Obsolescence, Rounded                              $214,000

ACCRUED DEPRECIATION SUMMARY

                        PHYSICAL CURABLE                                 $0

                        PHYSICAL INCURABLE                         $641,275

                        FUNCTIONAL CURABLE                               $0

                        FUNCTIONAL INCURABLE                             $0

                        EXTERNAL                                   $214,000
                                                                 ----------

                        TOTAL ACCRUED DEPRECIATION                 $855,275


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 74


COST APPROACH SUMMARY
================================================================================

DIRECT COSTS                                                   Marshall Valuati
                                                                 Cost Estimates
                                                               ----------------
Structural Improvements
-----------------------

Property Size 77,752 SF @ $40.48 /SF = $3,147,381

Special Tenant lmprovements*

Wal-Mart Store       54,962 SF @     $0.00 /SF  =                            $0
Anchor                    0 SF @     $0.00 /SF  =                            $0
Anchor                    0 SF @     $0.00 /SF  =                            $0
Small Shop Allowan   21,800 SF @     $0.00 /SF  =                            $0

Site Improvements
-----------------
Asphalt Paving      200,000 SF @     $1.50 /SF  =         $300,000
Fence                   115 LF @    $25.00 /LF  =            2,875
Signage & Lighting:                                          5,000
Landscaping:                                                10,000
Site Preparation                                            10,000
Traffic Light Installation:                                      0
Additional Fees & Permits                                    5,000
                                                          --------

                    Subtotal Site Improvements:                         332,875
                                                                     ----------

                    Total Direct Costs:                              $3,480,256

INDIRECT COSTS

                    Land Loan Interest:                     $6,953
                    Lease-Up Costs:                        106,400
                    Professional Fees:                      50,000
                                                          --------

                     Total Indirect Costs:                              163,353
                                                                     ----------

Total Direct and Indirect Costs:                                     $3,643,608

Entrepreneurial Profit as % of Direct/Indirect Costs, Rd.      10%      364,361
                                                                     ----------

Total Cost New of Improvements and Profit:                           $4,007,969

Less: Accrued Depreciation                                             (855,275)
                                                                     ----------

Depreciated Cost of Improvements:                                    $3,152,694

Plus: Estimated Land Value by Market Comparison:                        103,000
                                                                     ----------

Value Indicated by the Cost Approach:                                $3,255,694

                    STABILIZED VALUE ESTIMATE, ROUNDED               $3,260,000
                    Less: Lease-Up Costs to Stabilization                     0
                                                                     ----------
                    COST APPROACH AS IS VALUE ESTIMATE:              $3,260,000



(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 75


SALES COMPARISON APPROACH

INTRODUCTION

The application of this approach produces an estimate of value by comparing the subject with properties which recently sold or which are currently offered for sale in the same or competing areas. This approach is most viable when an adequate number of properties of similar type have been sold recently. The sales comparison approach is essential to almost every appraisal of real property.

In applying the sales comparison approach, the appraiser must complete five steps:

1. Seeks out similar properties for which pertinent sales, listings, offerings, and/or rental data are available.

2. Ascertains the nature of the conditions of sale, including the price, terms, motivating forces, and its bona fide nature.

3. Analyzes each of the comparable properties' important attributes with the corresponding ones of the property being appraised, under the general divisions of conditions of sale, financing terms, market conditions (time), location, physical characteristics and income characteristics.

4. Considers the dissimilarities in the characteristics disclosed in Step 3, in terms of their probable effect on the sale price.

5. Formulates, in light of the comparison thus made, an opinion of the relative value of the subject property as a whole, or where appropriate, by applicable units, compared with each of the similar properties.

After completing the necessary research, the property sales on the following pages are considered the most comparable available transactions for analysis and comparison with the subject.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 76


                                              SALES COMPARISON APPROACH, CONT'D.
--------------------------------------------------------------------------------

                                                  COMPARABLE IMPROVED SALES DATA
--------------------------------------------------------------------------------


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 77


RETAIL CENTER SALE COMPARABLE NO. 1:

PROJECT DATA

COMP_CODE: 218

Project Name: Franklin Square Shopping Center

Location: 7602 Franklin Avenue, Spartanburg, SC

County: Spartanburg

Grantor: Paine Webber Retail Properties

Grantee: Glimcher Properties Ltd. Partnership

PROPERTY DATA

Net Rentable Area (SF): 195,912

Land Size: 24.93 acres

Land/Building Ratio: 5.5:1

Year Built: 1987

Occupancy: 97%

Construction: 1-story masonry

Condition: Good

Anchor Tenants: Wal-Mart, Ingles, Baby Superstore & Goody's (85%)

Date of Sale: 10/01/96 Book/Page: 64X / P502

Map(s): 6-20-03

Parcel(s): 90.1 & 90.2

TRANSACTION DATA

Actual Consideration:  $9,380,038       Cash Equivalent:  $9,380,038

Financing:             All cash to seller.

First Mortgage:        $0

Other Mortgages:       $0

Total Mortgages:       $0               Actual Equity:   $9,380,038

Verified By:           Grantee


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 78


                                    RETAIL CENTER SALE COMPARABLE NO. 1, CONT'D.
--------------------------------------------------------------------------------

OPERATING DATA:                               TOTAL $        PER SF     % OF GAI

   Gross Annual Income:                     $ 1,027,542      $ 5.24      100.00%

          Less Vacancy:                     ($   30,826)     ($0.16)     -3.00%
                                            -----------      ------      ------

Effective Gross Income:                     $   996,716      $ 5.08       97.00%

         Less Expenses:                     ($   59,459)     ($0.30)     -5.79%
                                            -----------      ------      ------

  Net Operating Income:                     $   937,257      $ 4.78       91.21%

          Debt Service:                     $         0      $ 0.00        0.00%
                                            -----------      ------      ------

             Cash Flow:                     $   937,257      $ 4.78       91.21%

UNITS OF COMPARISON                            ACTUAL

                          GIM:                     9.13

                Effective GIM:                     9.41

                 Overall Rate:                    9.99%

              Equity Dividend:                    9.99%

           Sales Price Per SF:                   $47.88

COMMENTS:    This community center was constructed in 1987 and an additional
             10,565 SF was added to the Wal-Mart space between 1991 and 1995.
             Local space totals 29,200 SF or 15% of the center. The center sold
             in 1995 for $9,000,000 or $48.56/SF based on 185,347 SF in place
             at the time. The appraisers only had access to the NOI. Therefore,
             the appraisers have estimated the gross income, vacancy, and
             expenses.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 79


RETAIL CENTER SALE COMPARABLE NO. 2:

PROJECT DATA

     COMP_CODE:  219

Project Name: Pine Valley Shopping Center

Location: 3600 South College Road, Wilmington, NC

County: New Hanover

Grantor: Prime Properties Ventures, LLC

Grantee: Pine Valley Commercial Center Number One

PROPERTY DATA

Net Rentable Area (SF): 60,000

Land Size: 5.38

Land/Building Ratio: 3.9:1

Year Built: 1990

Occupancy: 100%

Construction: 1-story masonry with stucco cover

Condition: Good

Anchor Tenants: Food Lion and Revco (71%)

Date of Sale:    04/28/96          Book/Page:       2024  /  927

Map(s):          N/A

Parcel(s):       N/A

TRANSACTION DATA

Actual Consideration:   $4,400,000             Cash Equivalent:  $4,400,000

Financing:              All cash to seller.

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                     Actual Equity:    $4,400,000

Verified By:            Phil Krauss


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                                    RETAIL CENTER SALE COMPARABLE NO. 2, CONT'D.
--------------------------------------------------------------------------------

OPERATING DATA:                           TOTAL $        PER SF      % OF GAI

   Gross Annual Income:                  $ 478,952       $ 7.98       100.00%

          Less Vacancy:                  ($ 14,369)      ($0.24)      -3.00%
                                         ---------       ------       ------

Effective Gross Income:                  $ 464,583       $ 7.74        97.00%

         Less Expenses:                  ($ 24,583)      ($0.41)      -5.13%
                                         ---------       ------       ------

  Net Operating Income:                  $ 440,000       $ 7.33        91.87%

          Debt Service:                  $       0       $ 0.00         0.00%
                                         ---------       ------       ------

             Cash Flow:                  $ 440,000       $ 7.33        91.87%

UNITS OF COMPARISON                       ACTUAL

                  GIM:                        9.19

        Effective GIM:                        9.47

         Overall Rate:                      10.00%

      Equity Dividend:                      10.00%

   Sales Price Per SF:                      $73.33

COMMENTS:     This neighborhood center is in a good location in a growth
              corridor south of Wilmington. The buyer indicated that
              approximately 85% of the cash flow was derived from a credit
              tenant base. The buyer also indicated that the center was
              purchased on a 10% overall capitalization rate. The appraisers
              only had access to the NOI. Therefore, the appraisers have
              estimated the gross income, vacancy and expenses.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 81


RETAIL CENTER SALE COMPARABLE NO. 3:

PROJECT DATA

Comp_Code: 204

Project Name: North Nixson Marketplace Shopping Center

Location: Hixson Place and Camp Columbus Road, Chattanooga, TN

County: Hamilton

Grantor: North Nixson, LLC

Grantee: Amberjack, Ltd.

PROPERTY DATA

Net Rentable Area (SF): 63,270

Land Size: 9.24 acres

Land/Building Ratio: 6.4:1

Year Built: 1995

Occupancy: 96%

Construction: 1-story with split face block

Condition: Good

Anchor Tenants: Winn Dixie & Big "B" Drugs (83%)

Date of Sale:   03/15/96            Book/Page:             N  /  A

Map(s):         N/A

Parcel(s):      N/A

TRANSACTION DATA

Actual Consideration:    $4,760,000               Cash Equivalent:  $4,760,000

Financing:               All cash to seller.

First Mortgage:          $0

Other Mortgages:         $0

Total Mortgages: $0 Actual Equity: $4,760,000

Verified By: Dick Schmalz (205-871-23617)


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 82


                                    RETAIL CENTER SALE COMPARABLE NO. 3, CONT'D.
--------------------------------------------------------------------------------

OPERATING DATA:                           TOTAL $          PER SF       % OF GAI

   Gross Annual Income:                  $ 623,083         $ 9.85        100.00%

          Less Vacancy:                  ($ 13,057)        ($0.21)       -2.10%
                                         ---------         ------        ------

Effective Gross Income:                  $ 610,026         $ 9.64         97.90%

         Less Expenses:                  ($127,697)        ($2.02)       -20.49%
                                         ---------         ------        ------

  Net Operating Income:                  $ 482,329         $ 7.62         77.41%

          Debt Service:                  $       0         $ 0.00          0.00%
                                         ---------         ------        ------

             Cash Flow:                  $ 482,329         $ 7.62         77.41%

UNITS OF COMPARISON                        Actual

                GIM:                          7.64

      Effective GIM:                          7.80

       Overall Rate:                        10.13%

    Equity Dividend:                        10.13%

 Sales Price Per SF:                        $75.23

COMMENTS:    This one-story neighborhood shopping center with split-face
             concrete block exterior walls and synthetic stucco on a steel stud
             canopy. Other tenants are Movie Gallery and Sally's Beauty Salon.
             Tenant expenses are CAM, taxes and insurance. At the time of sale,
             there were two vacant local shops containing 2,400 SF. Expense
             contributions included in potential gross income and local
             vacancy. The vacancy is based on 10% of local shop income plus
             expense contributions. The expenses are based on 4% management,
             excluding contributions, $1.59/SF for taxes, CAM and insurance
             plus $0.10/SF for reserves. The estimated expenses were consistent
             with Grantor's proforma. Average local shop space rent for leased
             space was $10.45/SF.


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 83


RETAIL CENTER SALE COMPARABLE NO.4:

PROJECT DATA

    Comp_Code:  171

Project Name: Kimball Crossing

Location: NEC IH-24 and US-41/72/64/8, Kimball, TN

County: Marion

Grantor: Alford-Jasper TN, Ltd.

Grantee: Excell Realty Partners, LP

PROPERTY DATA

Net Rentable Area (SF): 139,455

Land Size: 21.148

Land/Building Ratio: 6.53/1

Year Built: 1987

Occupancy: Average

Construction: Concrete block and steel frame

Condition: 95%

Anchor Tenants: Wal-Mart, Bi-Lo, Goody's (78% anchored)

Date of Sale:    11/08/95            Book/Page:           211  /  141

Map(s):          133

Parcel(s):      128.01

TRANSACTION DATA

Actual Consideration:   $6,057,328        Cash Equivalent:      $6,057,328

Financing:              All cash to seller; conventional financing from PNC
                        Bank, amount not provided

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                Actual Equity:         $6,057,328

Verified By:            Fletcher Bright


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                                    RETAIL CENTER SALE COMPARABLE NO. 4, CONT'D.
--------------------------------------------------------------------------------

OPERATING DATA:                               TOTAL $       PER SF      % OF GAI

   Gross Annual Income:                     $ 688,200       $ 4.93       100.00%

          Less Vacancy:                     ($ 22,729)      ($0.16)      -3.30%
                                            ---------       ------       ------

Effective Gross Income:                     $ 665,471       $ 4.77        96.70%

         Less Expenses:                     ($ 54,197)      ($0.39)      -7.88%
                                            ---------       ------       ------

  Net Operating Income:                     $ 611,274       $ 4.38        88.82%

          Debt Service:                     $       0       $ 0.00         0.00%
                                            ---------       ------       ------

             Cash Flow:                     $ 611,274       $ 4.38        88.82%

UNITS OF COMPARISON                           ACTUAL

                GIM:                             8.80

      Effective GIM:                             9.10

       Overall Rate:                           10.09%

    Equity Dividend:                           10.09%

 Sales Price Per SF:                           $43.44

COMMENTS:   The property is located in a very small community along
            IH-24between Chattanooga and Mt. Eagle, Tennessee. However, the
            location serves a multi-county region extending to Mt. Eagle to
            the west, counties in Alabama to the south and Grundy County to
            the north. The Wal-Mart lease was initiated in 1987 for a 20 year
            term. Thus, the lease had 12 years remaining. Goody's lease was
            initiated in 1987 and will expire in 3.5 years. The Bi-Lo lease
            has 12 years remaining as well.  A substantial portion of the
            parking lot is in the 100 year floodplain, but all building
            improvements have been raised above flood elevation. The vacancy
            is calculated on 10% of local shops only because of the location.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 85


RETAIL CENTER SALE COMPARABLE NO. 5:

PROJECT DATA

COMP_CODE: 210

Project Name: Market Place Shopping Center

Location: U.S. Highway 74, Shelby, NC

County: Cleveland

Grantor: ING and Bosch Properties

Grantee: Mid-America Capital

PROPERTY DATA

Net Rentable Area (SF): 197,787

Land Size: 23.27 acres

Land/Building Ratio: 5:1

Year Built: 1987

Occupancy: 100%

Construction: 1-story masonry

Condition: Good

Anchor Tenants: Wal-Mart, Bi-Lo, Goody's and Revco (85%)

Date of Sale:     05/14/96           Book/Page:           N / A

Map(s):           N/A

Parcel(s):        N/A

TRANSACTION DATA

Actual Consideration:  $8,350,000           Cash Equivalent:  $8,350,000

Financing:             All cash to seller.

First Mortgage:        $0

Other Mortgages:       $0

Total Mortgages:       $0                   Actual Equity:    $8,350,000

Verified By:           Grantee


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                                    RETAIL CENTER SALE COMPARABLE NO. 5, CONT'D.
--------------------------------------------------------------------------------

OPERATING DATA:                             TOTAL $         PER SF      % OF GAI

   Gross Annual Income:                   $ 1,103,124       $ 5.58       100.00%

          Less Vacancy:                   ($   33,094)      ($0.17)      -3.00%
                                          -----------       ------       ------

Effective Gross Income:                   $ 1,070,030       $ 5.41        97.00%

         Less Expenses:                   ($  220,000)      ($1.11)      -19.94%
                                          -----------       ------       ------

  Net Operating Income:                   $   850,030       $ 4.30        77.06%

          Debt Service:                   $         0       $ 0.00         0.00%
                                          -----------       ------       ------

             Cash Flow:                   $   850,030       $ 4.30        77.06%

UNITS OF COMPARISON                          ACTUAL

GIM:                                             7.57

Effective GIM:                                   7.80

Overall Rate:                                  10.18%

Equity Dividend:                               10.18%

Sales Price Per SF:                            $42.22

COMMENTS:   This property is located in a rural community and serves as the
            primary retail facility for a large trade area. The block building
            was completed in 1987 and renovated in 1994. Overall, the property
            has good market appeal. Occupancy was 100% at the time of sale,
            but the Grantee utilizes a 6% overall vacancy and collection loss
            rate when underwriting the deal. Anchor spaces comprise nearly 85%
            of the total center space. The center reportedly included one
            vacant out parcel, however, information regarding the Grantee's
            perceived value of the out parcel was not available.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 87



COMPARABLE SALES MAP

[GRAPHICS OMITTED]


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SALES COMPARISON APPROACH - ANALYSIS

COMPARABLE IMPROVED SALES SUMMARY

===================================================================================================
Sale No.          Subject     1             2             3               4            5
---------------------------------------------------------------------------------------------------

Name/Address                  Franklin                    North Nixson
                              Square        Pine Valley   Marketplace     Kimball
                              Shopping      Shopping      Shopping        Crossing     Market Place
                              Center,       Center,       Center,         Shopping     Shopping
                              Spartanburg,  Wilmington,   Chattanooga,    Center,      Center,
                              SC            NC            TN              Kimball, TN  Shelby, NC
---------------------------------------------------------------------------------------------------

Sale Date         Current     10/01/96      04/28/96      03/15/96        11/08/95     05/14/96
---------------------------------------------------------------------------------------------------

Year Built        1989        1987          1990          1995            1987         1987
---------------------------------------------------------------------------------------------------

Occupancy         98%         97%           100%          96%             95%          100%
---------------------------------------------------------------------------------------------------

Size(SF)          76,762      195,912       60,000        63,270          139,455      197,787
---------------------------------------------------------------------------------------------------

% Credit/Anchor   72%         85%           71%           83%             78%          85%
---------------------------------------------------------------------------------------------------

SP/SP             N/A         $47.88        $73.33        $75.23          $43.44       $42.22
---------------------------------------------------------------------------------------------------

NOI/SF            $423        $4.78         $7.33         $7.62           $4.38        $4.30
---------------------------------------------------------------------------------------------------

GIM               N/A         9.13          9.19          7.64            8.80         7.57
---------------------------------------------------------------------------------------------------

NOI/GPI           91.59%      91.21%        91.87%        77.41%          88.82%       77.06%
===================================================================================================

Note: All transaction data in the chart reflects cash equivalency and/or other adjustments applied in the comparable sale summary sheets.

INTRODUCTION

A search for comparable sales within the subject neighborhood and competitive locales was conducted by the appraiser. The appraiser consulted with local real estate agents knowledgeable of the subject market and researched public records for pertinent information. The sales used herein represent the most comparable data available at the time of the report.

COMPARISON OF IMPORTANT FACTORS AFFECTING SP/SF

All property characteristics of the comparable sales and the subject property have been analyzed by the appraisers. The following summarizes the comparison of primary factors of the comparable sales affecting value as compared to the subject.

SUBJECT:
Primary Negative Factors: None
Primary Positive Factors: None significant compared to most comparable sales


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SALES COMPARISON APPROACH - ANALYSIS, CONT'D.

SALE NO.1 - FRANKLIN SQUARE SHOPPING CENTER, SPARTANBURG, SC:

     Inferior Factors
      Compared to Subject:        None
     Superior Factors
      Compared to Subject:        None
     Overall Comparison
      to Subject:                 Slightly superior before adjustment and
                                  similar after

SALE NO.2 - PINE VALLEY SHOPPING CENTER, WILMINGTON, NC:
     Inferior Factors
      Compared to Subject:        None
     Superior Factors
      Compared to Subject:        Superior market
     Overall Comparison
      to Subject:                 Superior before adjustment and similar after

SALE NO.3 - NORTH NIXSON MARKETPLACE SHOPPING CENTER, CHATTANOOGA, TN:
     Inferior Factors
      Compared to Subject:        None
     Superior Factors
      Compared to Subject:        Superior market; slightly newer center
     Overall Comparison
      to Subject:                 Superior before adjustment and similar after

SALE NO.4 - KIMBALL CROSSING SHOPPING CENTER, KIMBALL, TN:
     Inferior Factors
      Compared to Subject:        None
     Superior Factors
      Compared to Subject:        NOI/SF
     Overall Comparison
      to Subject:                 SlightLy superior before adjustment and
                                  similar after

COMMENT: The sale date for this property is slightly older than desired; however, the economic and physical characteristics of this sale are highly similar to the subject. It is located within an hour of a metropolitan area (Chattanooga) within a very small community near an interstate. The property has a higher number of anchors (Wal Mart at 65,930 SF, Bi-Lo, and Goody's at 17,050 SF); however, the center is larger yielding a very similar percentage of anchor space. In fact, Goody's only had 3.5 years remaining on their lease. Therefore, excluding Goody's as an anchor based upon remaining term, the property's percentage of anchor is only 65%.

In addition, this property had an adjacent parcel available should Wal Mart require a "relocation" to a supercenter style store. In fact, since the sale date, the new owner has announced that they are developing a supercenter Wal Mart on the adjacent site. This factor is also highly similar to the subject, which has ample acreage located on an adjacent tract. While the actual intent of Wal Mart is unknown, they have a well


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SALES COMPARISON APPROACH - ANALYSIS, CONT'D.

established history of moving out of existing stores similar in size and age as the subject and moving into a new supercenter store.

Finally, the date of sale does not appear to be a significant factor when compared to Sale Nos. 1 and 5, which also have Wal Mart as an anchor. These sales occurred in mid to late 1996 and reflect highly similar sale prices per square foot and overall rates. Thus, the use of this 1995 sale is justified.

SALE NO. 5 - MARKET PLACE SHOPPING CENTER, SHELBY, NC:

     Inferior Factors
      Compared to Subject:    None
     Superior Factors
      Compared to Subject:    None
     Overall Comparison
      to Subject:             Slightly superior before adjustment and
                              similar after

MOST COMPARABLE SALES:        Nos. 1, 4 and 5

COMMENT: Sale Nos. 1, 4 and 5 have the most similar income, anchor and risk characteristics as the subject. This is primarily related to the percent of anchor space and the risk associated with the Wal Mart anchors. Sale No.3 has Winn Dixie as an anchor tenant. Thus, the adjusted price per square foot range of Sale Nos. 1, 4 and 5 are most comparable to the subject property and given most weight.

The appraisers acknowledge that a similarly aged Wal Mart and Food Lion anchored shopping center sold in October 1996 in Ashland City, Tennessee. However, after repeated attempts to confirm the sale from the buyer and seller, the appraisers were not successful in confirming the sale. The known factors are that the recorded price from the deed is $3,092,717 and is 93,304 SF. The percentage of anchor is 71% with Wal Mart occupying 41,304 SF and Food Lion 25,000 SF. The sale price equates to $33.15/SF.

The appraisers a very familiar with this shopping center, with the exception of the income information. The center has suffered from high vacancies in the local shop space because of a very poor location removed from the small town of Ashland City. Ashland City is generally removed from interstate roads resulting in the Wal Mart being an at risk location relative going dark. Furthermore, several supercenter stores have been developed in the adjacent counties to the north, east and west. The surrounding terrain is very hilly with no expansion land available for Wal Mart. Considering all of these factors, the relatively low sales price per square foot is reasonable for this sale, which is substantially inferior to the subject.

SALE PRICE PER SQUARE FOOT METHOD

DESCRIPTION:                  The Price Per Square Foot indicator is a general
                              common denominator which encompasses all
                              influences without specifically identifying their
                              impact. It is most affected by location, size,
                              age/condition, and existing leases at above or


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SALES COMPARISON APPROACH - ANALYSIS, CONT'D.

below market levels, if a rental property. This indicator is derived by dividing the sales price by the net rentable area.

NOI/SF ADJUSTMENT TECHNIQUE: A wide range produced by this method indicates that the comparable sales have varying income-producing capabilities attributable to differences in age, location, size and quality. In order to adjust for these differences, a multiplier is obtained by dividing the subject's NOI/SF by the NOI/SF of each comparable sale. The resulting multiplier is then applied to the sales price/SF of each comparable resulting in an indicated sale price/SF for the subject property. The following grid displays this technique.

NOI/SF ADJUSTMENT ANALYSIS

SALE NO.       NOI/SF      SP/SF      MULTIPLIER     ADJ. SP/SF
--------       ------      -----      ----------     ----------

 Subj.         $4.23       ----          ----           ----

   5           $4.30      $42.22        0.9845         $41.57

   4           $4.38      $43.44        0.9666         $41.99

   1           $4.78      $47.88        0.8857         $42.41

   2           $7.33      $73.33        0.5776         $42.36

   3           $7.62      $75.23        0.5556         $41.80

Note: Above chart is sorted based on ascending NOI/SF's.

COMMENTS/ANALYSIS: Additional subjective adjustments may be required based on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are investment grade compared to owner occupancy, quality of tenants, conditions of sale and other intangible factors. Sale Nos. 1, 4 and 5 are the most similar to the subject in income producing ability, anchors, and location. Based on the adjusted sale price per square foot of the previously identified most comparable sales and considering the sale requiring the least adjustment the indicated market value per square foot range for the subject property is $41.50 to $42.50. The calculations are presented as follows.

                SP/SF METHOD CALCULATIONS

                                        VALUE EST.,
    SIZE              SP/SF EST.          ROUNDED

76,762    SF     x     $41.50     =     $3,190,000
76,762    SF     x     $42.50     =     $3,260,000


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SALES COMPARISON APPROACH - ANALYSIS, CONT'D.

GROSS INCOME MULTIPLIER METHOD

DESCRIPTION:                  The Gross Income Multiplier illustrates the
                              relationship between the sales price and the
                              revenue stream of a property. Investments are
                              often acquired on the basis of a multiple either
                              of their current or potential income flow. Because
                              this indicator is a good reflection of the motives
                              of purchasers, it is considered to be a realistic
                              assessment of market tendencies.

NOI/GROSS POTENTIAL INCOME
 RATIO COMPARISON OF GIM'S:   GIM's are typically influenced by the relationship
                              between the net operating income and gross
                              potential income as measured by the net operating
                              income to gross income ratio (NOI/GPI ratio). The
                              sales with the most similar NOI/GPI ratios are
                              typically considered to be the most comparable to
                              the appraised property all other factors being
                              equal. The following chart summarizes the
                              comparison of the GIM's to the comparable sales'
                              NOI/GPI ratio as well as comparing the NOI/GPI
                              ratio of the comparable sales to the subject's
                              NOI/GPI ratio.

NOI/GPI TO GIM COMPARISON

Sale No.                  NOI/GPI %                    GIM
--------                  ---------                    ---
    5                      77.06%                      7.57
    3                      77.41%                      7.64
    4                      88.82%                      8.80
  Subj.                    91.59%                      ----
    1                      91.21%                      9.13
    2                      91.87%                      9.19

Note: Above chart is sorted based on ascending NOI/GPI's.

COMMENT/ANALYSIS: Based on the comparison in the previous chart and considering the general characteristics of the transactions as compared to the subject previously discussed, the subject's GIM should be slightly above Sale No.4 and at or slightly below Sale No.1 since these sales bracket the subject's NOI/GPI%. Thus, the GIM range estimated for the subject is 8.80x to 9.10x after considering the factors noted above. The calculations for this method are presented below.


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                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
--------------------------------------------------------------------------------

                                GIM CALCULATIONS

                                              VALUE EST.,
          GROSS INC.        GIM EST.           ROUNDED

          $354,822      x     8.80     =     $3,120,000
          $354,822      x     9.10     =     $3,230,000

SALES COMPARISON APPROACH - RECONCILIATION

                   SUMMARY OF VALUE RANGES

METHOD                   VALUE RANGE
              ----------------------------------

SP/SF         $3,190,000     to     $3,260,000
GIM:          $3,120,000     to     $3,230,000

COMMENT/ANALYSIS: The two valuation techniques yield highly similar value ranges. This is attributed to the narrow range indicated by the most comparable sales, which also had Wal Mart anchors and constructed in the late 1980's. With equal consideration placed upon the sales price per square foot method and GIM method, a value at the middle of the range is reasonable.

The value ranges previously derived represent an as stabilized value range for the subject property. The subject center is 98% economically leased. Therefore, there are no deductions for the prospective value upon completion.

SALES COMPARISON APPROACH
AS IS VALUE ESTIMATE

Current Stabilized Value              $3,225,000
Estimate

Less: Deferred Maintenance                     0

Less: Lease-Up Costs to
Stabilization                                  0
                                      ----------

As Is Value Estimate                  $3,225,000
                                      ==========

As a result, the value estimate as indicated by the sale comparison approach, is reconciled as follows.

SALES COMPARISON APPROACH VALUE ESTIMATE:    $3,225,000
        Implied SP/SF:                           $42.01
        Implied GIM:                               9.09


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 94


INCOME CAPITALIZATION APPROACH

INTRODUCTION

The income capitalization approach is the procedure in appraisal analysis which converts anticipated benefits (dollar income or amenities) to be derived from the ownership of property into a value estimate. Anticipated future income and/or reversions are discounted to a present worth figure through the capitalization process.

This approach, like the cost and sales comparison approaches, requires extensive market research. Specific areas that an appraiser investigates for this approach are the property's gross income expectancy, the expected reduction in gross income from lack of full occupancy and collection loss, the expected annual operating expenses, the pattern and duration of the property's income stream, and the anticipated value of the resale of other real property interest reversions. When accurate income and expense estimates are established, the income streams are converted into present value by the process of capitalization. The rates or factors used for capitalization are derived by the investigation of acceptable rates of return for similar properties.

The income capitalization approach is generally applied in appraising income-producing properties. The quantity, quality and durability of the income stream must be considered in estimating the economic rent of an income-producing property.

QUANTITY:          Rental comparables have been gathered from similar
                   properties to show current market rents.

QUALITY:           This is a measure of the strength of the tenant that
                   could be expected to occupy the subject (i.e., AAA,
                   regional, local, etc.).

DURABILITY:        This is reflected in the vacancy of the area.

In order to analyze contractual rentals of the subject and determine the economic rent potential of the available space, a survey was conducted of similar developments.

The pages which follow will summarize the comparable rental data utilized in the appraisal of the subject property. While this study does not include all competitive space, it is useful in determining patterns of occupancy and economic levels of rent.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 95


INCOME CAPITALIZATION APPROACH, CONT'D.

COMPARABLE IMPROVED RENTAL DATA


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 96


RETAIL RENT COMPARABLE NO. 1:

[GRAPHICS OMITTED]

PROJECT DATA

Project Name: Bradford Square Shopping Center

Location: 321 East Main Street, St. Brownsville, TN

County: Haywood

PROPERTY DATA

Rentable Area (SF): 81,651

Year Built: 1972,1977,1983 & 1987

Construction: 1-Story masonry

Bay Depths: 50'

Anchor Tenants: Kroger's, Heilig-Meyers & Freds

RENTAL DATA

Quoted Rate/SF: $2.00 to $3.00

EXISTING RATE RANGE

Anchor Tenants: $2.00/SF (Kroger)

Spec Space: N/A

Restaurant Space: N/A


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RETAIL RENT COMPARABLE NO. 1, CONT'D.

LEASE TERMS

Lease Basis: Gross and triple-net

   Typical Lease Term:  Varies

           CAM Charge:  $1.20/SF

     Escalator Clause:  N/A

           Finish-Out:  N/A

    Rental Concessions  N/A

Occupancy Rate:  100%                  Historical Occupancy Rate:  100%

Verified By:     Vernon Brown (901-757-0500)

Date:            08/21/97                                COMP_CODE:314

COMMENTS:   The Kroger space has five years left on the lease agreement. Other
            tenants are Auto Zone & Family Dollar. Fred's and Heilig-Meyers
            Furniture occupy the former Wal-Mart space.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 98


RETAIL RENT COMPARABLE NO. 2:

[GRAPHICS OMITTED]

PROJECT DATA

Project Name: Subway Shopping Center

Location: 960-1000 East Main Street, St. Brownsville, TN

County: haywood

PROPERTY DATA

Rentable Area (SF): 6,000

Year Built: 1990

Construction: 1-Story metal frame with brick veneer

Bay Depths: 55'

Anchor Tenants: Subway

RENTAL DATA

Quoted Rate/SF: $5.50

EXISTING RATE RANGE

Anchor Tenants: N/A

Spec Space: N/A

Restaurant Space: N/A


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                                           RETAIL RENT COMPARABLE NO. 2, CONT'D.
--------------------------------------------------------------------------------

LEASE TERMS

          Lease Basis:  Gross

   Typical Lease Term:  3 to 5 years

           CAM Charge:  None

     Escalator Clause:  Negotiable

           Finish-Out:  Negotiable

    Rental Concessions  None

Occupancy Rate:  100%                    Historical Occupancy Rate:  100%

Verified By: Everett Harrison (901-635-3368)

Date: 08/19/97 COMP_CODE:315

COMMENTS: Other tenants at this location are Pizza For Less, Prime Time Video & a beauty salon.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 100


RETAIL RENT COMPARABLE NO. 3:

[GRAPHICS OMITTED]

PROJECT DATA

Project Name: Humboldt Center

Location: 2120 North Central Avenue/US-45W, Humboldt, TN

County: Gibson

PROPERTY DATA

Rentable Area (SF): 125,000

Year Built: 1972

Construction: 1-Story

Bay Depths: 80'

Anchor Tenants: Piggly Wiggly & Peebles

RENTAL DATA

Quoted Rate/SF: $6.00/SF to $8.00/SF

EXISTING RATE RANGE

Anchor Tenants: N/A

Spec Space: N/A

Restaurant Space: N/A


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                                           RETAIL RENT COMPARABLE NO. 3, CONT'D.
--------------------------------------------------------------------------------

LEASE TERMS

          Lease Basis:  Triple-net

   Typical Lease Term:  5 to 10 years

           CAM Charge:  $1.00

     Escalator Clause:  No

           Finish-Out:  Negotiable

Rental Concessions None

Occupancy Rate:  98%                Historical Occupancy Rate:  100%

Verified By:     David Hutton Jr. (615-363-6545)

Date:            08/20/97                           COMP_CODE:  316

COMMENTS:   This center is located on the southeast corner of the by-pass and
            N. Central Avenue/US-45W. This well maintained center is the
            largest in Humboldt.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 102


RETAIL RENT COMPARABLE NO. 4:

[GRAPHICS OMITTED]

PROJECT DATA

Project Name: Humboldt Eye Care/Cato Shopping Center

Location: 2439 North Central Avenue, Humboldt, TN

County: Gibson

PROPERTY DATA

Rentable Area (SF): 14,000

Year Built: 1996

Construction: 1-Story masonry

Bay Depths: 80'

Anchor Tenants: Eye Care Clinic & Cato Plus

RENTAL DATA

Quoted Rate/SF: $11.00

EXISTING RATE RANGE

Anchor Tenants: N/A

Spec Space: N/A

Restaurant Space: N/A


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                                           RETAIL RENT COMPARABLE NO. 4, CONT'D.
--------------------------------------------------------------------------------

LEASE TERMS

          Lease Basis:  Triple-net

   Typical Lease Term:  3 to 5 years

           CAM Charge:  $1.10/SF

     Escalator Clause:  N/A

           Finish-Out:  N/A

    Rental Concessions  N/A

Occupancy Rate:  100%                 Historical Occupancy Rate:  100%

Verified By:     George Currin (704-362-6706)

Date:            08/20/97                            Comp_Code:  317

COMMENTS:   Other tenants at this location are Friedman's Jewelers and
            Fashions. The Eye Care Clinic operator and some other investors
            own this new center.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 104



COMPARABLE RENT MAP

[GRAPHICS OMITTED]


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 105


ANALYSIS OF POTENTIAL GROSS INCOME

CURRENT SUBJECT PROPERTY STATUS

SUBJECT EXISTING RENT ROLL SUMMARY

================================================================================================
                                                            LEASE
 SUITE                       SIZE     LEASE       LEASE     TERM               LEASE     ANNUAL
   #      TENANT             (SF)     BEGIN       END       (YRS.)  RENT/SF    TYPE      RENT
------------------------------------------------------------------------------------------------
   1      WAL-MART STORE    54,962    03/90       04/10     20      $3.35      NNN      $184,122
------------------------------------------------------------------------------------------------

   2      SIMPLY 6           3,000    04/95       05/00      5      $7.75      NNN(1)   $ 23,250
------------------------------------------------------------------------------------------------

   3      PIC 'N PAY         3,000    02/95       03/00      5      $7.75      NNN(1)   $ 23,250
------------------------------------------------------------------------------------------------

   4      CATO/CATO PLUS     4,800    12/89       01/98      5      $9.00      NNN(1)   $ 43,200
------------------------------------------------------------------------------------------------

   5      BEAUTY WORLD       2,000    07/96       09/99      3+     $6.75      NNN(2)   $ 13,500
------------------------------------------------------------------------------------------------

   6      VACANT             1,200    -           -          -      $9.00      NNN(2)   $ 10,800
------------------------------------------------------------------------------------------------

   7      NEW WAVE HAIR      3,000    05/93       06/98      5      $4.50      NNN(2)   $ 13,500
          ACAD.
------------------------------------------------------------------------------------------------

   8      MOVIE GALLERY      3,600    01/93       02/98      5      $9.00      NNN(2)   $ 32,400
------------------------------------------------------------------------------------------------

   9      STEVE PINSON       1,200    03/95       04/00      5      $9.00      NNN(2)   $ 10,800
------------------------------------------------------------------------------------------------

Total/Average               76,762    SQUARE FEET                   $4.62               $354,822
================================================================================================

Note: Vacant Space Current Rent/SF input at market rent estimates.

1. PLUS RESERVES

2. PLUS RESERVES & MANAGEMENT FEE

TENANCY:                                 Multi-tenant
SQUARE FEET OCCUPIED:                    75,562 SF
SQUARE FEET VACANT - SHELL:              0 SF
SQUARE FEET VACANT -
 2ND GENERATION:                         1,200 SF
RENT TREND:                              Stable
HISTORICAL TENANT FINISH:
     New Lease:                          None
     Refinish:                           Negotiable

COMMENTS/ANALYSIS: As discussed earlier this is a shopping center that was built in 1989. The most current lease is Beauty World in June 1996 at $6.75/SF for 3 1/2-years on a absolute net basis. The bay depth for Beauty World is 80', with 25' store front; however, they did not need 2,000 SF, only 1,500 SF. The typical 80' bay depth user requires more space and bay width. Therefore, the effect rental rate for this space is


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 106


ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.

$9.00/SF for typical bay epth. Thus, the $6.75/SF rate is reflective of deep bay depth. The current asking rental rate for local shop space is $9.50/SF.

The anchor expense recovery for the center is the standard triple net lease in which taxes, insurance and common area maintenance (CAM) is recovered from the tenant. However, three tenants, also pay their pro rata share of the management fee. In addition, three other tenants have absolute net leasesin which they pay pro rata share of capital expenses.

COMPARABLE RENTAL ANALYSIS/SUBJECT ESTIMATED MARKET RENTS

INTRODUCTION

In order to estimate market rent rates to apply to the subject, we surveyed similar properties in the subject neighborhood. Factors which typically influence rental rates include location, and physical attributes such as age, condition and design/appeal characteristics. The rent comparables presented in this report represent the most comparable properties to the subject with respect to age, quality of construction and location. The following chart summarizes the comparable improved rental data previously presented.

SUMMARY OF COMPARABLE IMPROVED RENTAL DATA

=====================================================================================================================
Rent No.             Subject             1                         2                  3                     4
                   Brownsville                                                                         Humnoldt Eye
                      Place       Bradford Square           Subway Shopping                             Care/Cato
Name/Address        Shopping      Shopping Center,              Center,        Humnoldt Center,      Shopping Center,
                     Center       Brownsville, TN           Brownsville, TN      Humnoldt, TN          Humnoldt, TN
---------------------------------------------------------------------------------------------------------------------
Size(SF)             77,752                  81,651             6,000                  125,000             14,000
---------------------------------------------------------------------------------------------------------------------

Year Built             1989        1972, 1977, 1983              1990                     1972               1996
                                             & 1987
---------------------------------------------------------------------------------------------------------------------

Occupancy                98%                    100%              100%                      98%               100%
---------------------------------------------------------------------------------------------------------------------

Quoted Rate/SF          N/A          $2.00 to $3.00             $5.50           $6.00 to $8.00             $11.00
---------------------------------------------------------------------------------------------------------------------

Tenant Expenses         N/A      Gross & triple-net             Gross               Triple-net         Triple-net
---------------------------------------------------------------------------------------------------------------------

CAM Charge              N/A                $1.20/SF              None                 $1.00/SF           $1.10/SF
---------------------------------------------------------------------------------------------------------------------

Rental                  N/A                    None              None                     None               None
Concessions
=====================================================================================================================

All property characteristics of the comparable rentals and the subject property have been analyzed by the appraisers. The following summarizes the comparison of primary factors of the comparable rentals affecting rents as compared to the subject.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 107


ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.

COMPARISON TO SUBJECT

SUBJECT:
Primary Negative Factors: None
Primary Positive Factors: Newer facility; Wal-Mart anchor; frontage along two major highways

RENT NO.1 - BRADFORD SQUARE SHOPPING CENTER, BROWNSVILLE, TN:

     Inferior Factors
      Compared to Subject:       Older center; below market anchor rent
     Superior Factors
      Compared to Subject:       None
     Tenant Expenses:            Gross lease for Kroger and all other
                                 tenants are triple-net
     Overall Comparison
      to Subject:                Inferior

RENT NO.2 - SUBWAY SHOPPING CENTER, BROWNSVILLE, TN:
     Inferior Factors
      Compared to Subject:       No anchor; construction; gross leases
     Superior Factors
      Compared to Subject:       None
     Tenant Expenses:            All tenants pay gross
     Overall Comparison
      to Subject:                Inferior

RENT NO.3 - HUMNOLDT CENTER, HUMNOLDT, TN:
     Inferior Factors
      Compared to Subject:       Slightly older property;
     Superior Factors
      Compared to Subject:       None
     Tenant Expenses:            Similar; no adjustment required
     Overall Comparison
      to Subject:                Slightly inferior

RENT NO.4 - HUMNOLDT EYE CARE/CATO SHOPPING CENTER, HUMNOLDT, TN:
     Inferior Factors
      Compared to Subject:       No anchor
     Superior Factors
      Compared to Subject:       Newer property
     Overall Comparison
      to Subject:                Similar

MOST COMPARABLE RENTALS:         Nos. 3 and 4

CONCLUSIONS/ANALYSIS: The two comparables in Brownsville do not compare well with the subject property. The two Humboldt properties are similar to the subject in size, quality of tenants and a similar rural market. However, Rent No. 3 is a significantly older property. After reviewing the subject's leases as well as the rent


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 108


ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.

comparable data, the current asking rental rate for small shop space of $9.50/SF is considered reasonable.

ESTIMATED MARKET RATE:

60' Bay Depth:      $9.50/SF

80' Bay Depth
 Beauty World:      $7,125/SF ($9.50/SF for 60' of the depth)*
 Cato/Cato Plus:    $8.00/SF (recognizes >3,000 SF size)
100' Bay Depth:     $8.00/SF (based on 3,000 SF size)

*Note: Lower than Cato spaces because of less functional 25' width.

EXPENSE RECOVERIES:

Analysis:          The anchor expense recovery for the center is
                   the standard triple net lease in which taxes,
                   insurance and common area maintenance (CAM)
                   is recovered from the tenant. However, three
                   tenants, also pay their pro rata share of the
                   management fee. In addition, three other
                   tenants have absolute net leases.

Conclusion:        Market lease rates based on the following
                   expense recovery: NNN.

Inasmuch as the subject is an existing property with several leases in place, the existing contract rents and expense recoveries are utilized for occupied space and the market lease rates and expense recovery for vacant spaces are utilized in the Stabilized Operating Statement which follows the Analysis of Expenses.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 109


ANALYSIS OF EXPENSES

EXPENSE HISTORY

$/SF HISTORY COMPARED TO APPRAISER'S ESTIMATE

EXPENSE ITEM               1994        1995          1996         ESTIMATE
------------               ----        ----          ----         --------

MANAGEMENT                 $0.00       $0.00         $0.18         $0.21

TAXES:                     $0.45       $0.39         $0.45         $0.42

INSURANCE:                 $0.05       $0.05         $0.05         $0.05

CAM:                       $0.40       $0.20         $0.19         $0.20

ADMINISTRATION:            $0.00       $0.00         $0.00         $0.01

RESERVES:                  $0.00       $0.00         $0.00         $0.10

SUBTOTAL                   $0.90       $0.65         $0.87         $0.99

VACANCY & COLLECTION LOSS
    EXPENSE DESCRIPTION:           Vacancy & collection loss is an allowance for
                                   reductions in potential income attributable
                                   to vacancies, tenant turnover and nonpayment
                                   of rent.  The allowance is usually estimated
                                   as a percentage of potential gross income,
                                   which varies depending on the type and
                                   characteristics of the physical property, the
                                   quality of tenants, current and projected
                                   supply and demand, and general and local
                                   economic conditions.  The percentage rate
                                   recognized reflects typical investor
                                   expectations over the specific holding period
                                   assumed or projected.

SUBJECT DATA:
    TENANCY:                       Multi-tenant
    CURRENT OCCUPANCY:             98%

    ANALYSIS:                      Based on a review of the market data above as
                                   well as the subject's current vacancy, a
                                   vacancy and collection loss of 5% of local
                                   shop space is believed to  appropriately
                                   recognize  potential  tenant turnover and
                                   collection loss over the holding period.

ESTIMATED VACANCY &
 COLLECTION LOSS:                  5% of local shop space


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 110


ANALYSIS OF EXPENSES, CONT'D.

MANAGEMENT:

           EXPENSE DESCRIPTION:   The subject must be considered as an
                                  investment under prudent management. A charge
                                  is made to reflect either the owner's input
                                  of time and attention or that of a
                                  professional agent.  The expense would
                                  include the collection of rents, supervision
                                  of all maintenance, etc.

           ANALYSIS:              The proforma annual management fee for the
                                  subject property is 4.0% of the Effective
                                  Gross Income. This is consistent with local
                                  practices.

           ESTIMATED MANAGEMENT:  4.0%

REAL ESTATE TAXES:                See previously presented Real Estate Tax
                                  Analysis for detailed analysis and expense
                                  history.

           ESTIMATED REAL ESTATE
                TAXES:            $32,397, or $0.42/SF

INSURANCE:
           Expense Description:   The subject property will be insured against
                                  losses arising out of fire, casualty, and
                                  liability. Other various extended coverages
                                  are also provided for under this policy.

           ANALYSIS:              The subject's expenses history reflects an
                                  expense range of $0.05/SF to $0.05/SF   Based
                                  on a competitive analysis of other retail
                                  centers and the subject's historical expense,
                                  an estimate of $0.05/SF annually is judged
                                  appropriate for the subject.

           ESTIMATED INSURANCE:   $0.05/SF

COMMON AREA MAINTENANCE (CAM):

           EXPENSE DESCRIPTION:   The common area maintenance charge covers all
                                  trash removal, common area maintenance,
                                  certain recoverable administrative expenses,
                                  landscaping charges and common area utilities
                                  and any other common area expenses.

           ANALYSIS:              The subject's expenses history reflects an
                                  expense range of $0.19/SF to $0.40/SF.  Based
                                  on a competitive analysis of other retail
                                  centers and the subject's historical expense,
                                  an estimate of $0.20/SF annually is judged
                                  appropriate for the subject.

           ESTIMATED CAM:         $0.20/SF


(C) 1997 Huber & Lamb Appraisal Group, Inc. Page 111


ANALYSIS OF EXPENSES, CONT'D.

ADMINISTRATION:

           EXPENSE DESCRIPTION:        The administrative expense consists of
                                       non-recoverable administrative expenses
                                       such as legal expenses and other
                                       miscellaneous expenses that are not
                                       passed through to the tenant in the
                                       common area expense recovery.

           ANALYSIS:                   The subject's expenses history reflects
                                       an expense of $0.00$0.00/SF. Based on a
                                       competitive analysis of other retail
                                       centers and the subject's historical
                                       expense, an estimate of $0.01/SF
                                       annually is judged appropriate for the
                                       subject.

           ESTIMATED ADMINISTRATION:   $0.01/SF

RESERVES:

           EXPENSE DESCRIPTION:        A reserves or replacement allowance
                                       provides for the periodic replacement of
                                       building components that wear out more
                                       rapidly than the building itself and
                                       must be replaced periodically during the
                                       building's economic life. Examples of
                                       these components are roof cover, HVAC
                                       compressors, parking areas and other
                                       site improvements.

           ANALYSIS:                   The reserves expense estimate is based
                                       primarily on the typical expense
                                       recognized by buyers as compared to a
                                       calculated type estimate Based upon the
                                       age and condition of the property and
                                       typical buyer actions, the reserves
                                       expense estimate is $0.10/SF.

           ESTIMATED RESERVES:         $0.10/SF

ESTIMATED EXPENSE SUMMARY

     MANAGEMENT         4.0%     EGI     =     $16,042

     TAXES:            $0.42     /SF     =     $32,397

     INSURANCE:        $0.05     /SF     =      $3,838

     CAM:              $0.20     /SF     =     $15,352

     ADMINISTRATION:   $0.01     /SF     =        $768

     RESERVES:         $0.10     /SF     =      $7.676
                       -----                   -------

SUBTOTAL EXPENSES:     $0.99     /SF     =     $76,073


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 112


                                                   ANALYSIS OF EXPENSES, CONT'D.

STABILIZED OPERATING STATEMENT
================================================================================

GROSS RENTAL INCOME POTENTIAL:

                                           Lease
                       Size (SF)            Rate
                       ---------            ----
     Anchors              54,962     @     $3.35     /SF     =     $184,122
     Local Shop Space     21,800     @     $7.83     /SF     =     $170,700
                          ------           -----                   --------
     Gross Rent Income    76,762     @     $4.62     /SF     =     $354,822
     (See Rent Roll for Rent Allocation)

Plus: Expense Recovery
     Anchor @       Triple-net                                      $36,937
     Local Shop @   Mixture of triple-net to absolute net           $18,758
                                                                   --------
     Total Expense Recovery                                         $55,695

Total Income By Tenant Type Classification
   Anchor @                                                        $221,059
   Local Shop @                                                    $189,458
                                                                   --------
TOTAL GROSS ANNUAL INCOME:                                         $410,517

LESS: VACANCY/COLLECTION LOSS
        Anchor Income @                        0%                        $0
        Local Shop Income @                    5%                   ($9,473)
                                                                   --------

Effective Gross Income:                                            $401,044

LESS EXPENSES
        Management        4.0%   EGI  =  $16,042
        Taxes:           $0.42   /SF  =  $32,397
        Insurance:       $0.05   /SF  =   $3,838
        CAM:             $0.20   /SF  =  $15,352
        Administration:  $0.01   /SF  =     $768
        Reserves:        $0.10   /SF  =   $7,676
                                         -------
SUBTOTAL EXPENSES:       $0.99   /SF  =  $76,073                   ($76,073)
                                                                   --------
NET OPERATING INCOME:                                              $324,972
                                                                   ========

        NOI/SF:                     $4.23

NOI/Gross Rental Income 91.59% NOI/Gross Income 79.16%

CAPITALIZATION TECHNIQUE

   NOI       /      OAR     =     Value Estimate
$324,972     /     10.00%   =        $3,249,715

CURRENT STABILIZED VALUE ESTIMATE     $3,250,000
Less: Deferred Maintenance                     0
Less: Lease-Up Costs to Stabilization          0
                                      ----------
AS IS VALUE ESTIMATE                  $3,250,000


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 113


ANALYSIS OF DIRECT CAPITALIZATION RATE

INTRODUCTION

Direct capitalization is a method used to convert a single year's income estimate into a value indication. The capitalization rate utilized in the income capitalization approach combines input from the marketplace in conjunction with a review of mortgage/equity positions. Although the appraiser can estimate an overall capitalization rate by using various techniques, derivation of the rate from comparable sales is generally preferred when sufficient data are available from transactions of similar, competitive properties. In order to provide a consistent basis for comparison, the net operating income from each comparable is calculated and estimated in the same manner as that for the subject property. Additionally, the appraiser must conclude that neither non-market financing terms nor different market conditions have affected the transaction prices of the comparables. When these requirements are met, the appraiser estimates the overall rate by dividing each property's net operating income by its sale price.

IMPROVED SALES' OVERALL RATE SUMMARY

=================================================================================================
Sale No.         Subject   1             2            3               4              5
-------------------------------------------------------------------------------------------------

Name/Address               Franklin                   North Nixson
                           Square        Pine Valley  Marketplace     Kimball
                           Shopping      Shopping     Shopping        Crossing       Market Place
                           Center,       Center,      Center,         Shopping       Shopping
                           Spartanburg,  Wilmington,  Chattanooga,    Center,        Center,
                           SC            NC           TN              Kimball, TN    Shelby, NC
-------------------------------------------------------------------------------------------------
Sale Date        Current    10/01/96      04/28/96     03/15/96        11/08/95       05/14/96
-------------------------------------------------------------------------------------------------

Year Built         1989        1987         1990         1995             1987           1987
-------------------------------------------------------------------------------------------------

Occupancy            98%         97%         100%          96%              95%           100%
-------------------------------------------------------------------------------------------------

Size(SF)         76,762     195,912       60,000       63,270          139,455        197,787
-------------------------------------------------------------------------------------------------

% Credit/Anchor      72%         85%          71%          83%              78%            85%
-------------------------------------------------------------------------------------------------

Overall Rate        N/A        9.99%       10.00%       10.13%           10.09%         10.18%
=================================================================================================

Note: All transaction data in the chart reflects cash equivalency and/or other adjustments applied in the comparable sale summary sheets.

COMPARISON OF IMPORTANT FACTORS AFFECTING OAR

All property and conditions of sale characteristics of the comparable sales and the subject property have been analyzed by the appraisers. The following summarizes the comparison of primary factors of the comparable sales affecting value as compared to the subject.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 114


ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.

NOTE: The reader is reminded that this is a comparison of overall rates and not the sales price per square foot. Therefore, the terms of comparison to the subject of each sale may be different than those used in the previously presented Sales Comparison Approach, which was based on the quantity of income and subsequent adjustments to the sales price per square foot. While the overall rate recognizes physical factors, intangible factors such as quality of tenants, conditions of sale, occupancy at time of sale, and investment quality tend to have stronger influence on the overall rate comparison. As an example, two properties with different locations and quality of improvements may have significantly different per square foot sales prices, but very similar overall rates. Thus, the comparison to the subject includes the intangible factors influencing overall rates.

SUBJECT:

     Primary Negative Factors:          None
     Primary Positive Factors:          Anchor percentage and quality of anchor;
                                        recent renovation

SALE NO. 1 - FRANKLIN SQUARE SHOPPING CENTER, SPARTANBURG, SC:
     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar

SALE NO. 2 - PINE VALLEY SHOPPING CENTER, WILMINGTON, NC:
     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar

SALE NO. 3 - NORTH NIXSON MARKETPLACE SHOPPING CENTER, CHATTANOOGA, TN:
     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar

SALE NO.4 - KIMBALL CROSSING SHOPPING CENTER, KIMBALL, TN:
     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 115


ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.

SALE NO. 5 - MARKET PLACE SHOPPING CENTER, SHELBY, NC:

     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar

MOST COMPARABLE SALES:                  Nos. 1, 4 and 5

COMMENT/ANALYSIS: All of the sales are community or neighborhood shopping centers with moderate to strong anchors, which for the most part dominate the overall physical size of each center. Analysis in the Sales Comparison Approach concluded that Sale Nos. 1, 4 and 5 are the most similar to the subject in the type of risk and anchor tenant. Based on the relatively narrow range indicated by the most comparable sales, the appropriate overall rate for the subject is 10.00%.

CONCLUDED OAR: 10.00%

ANALYSIS OF SUBJECT'S POTENTIAL MORTGAGE TERMS

PRELIMINARY ANALYSIS:                   Several factors affect the potential
                                        real estate mortgage terms of any given
                                        property.  These factors include, credit
                                        worthiness of the borrower, quality of
                                        tenants, length of term, amortization
                                        and other factors considered by lenders
                                        when analyzing the relative risk of a
                                        loan. However, lenders typically have
                                        general parameters or guidelines
                                        established for real estate loans. The
                                        appraisers have had discussions  with
                                        local mortgage brokers about long-term
                                        financing terms and bank loan officers
                                        about short term financing.

LONG-TERM FINANCING:                    Institutional lenders are typically
                                        establishing interest rates on the basis
                                        of 200 to 250 basis points above the
                                        comparable term U.S. Treasury Bond with
                                        a 7 to 10 year term, 20 to 25 year
                                        amortization and 70% to 75%
                                        loan-to-value ratio. While these terms
                                        may vary from lender to lender, the
                                        ultimate test for a particular loan is
                                        the debt coverage ratio.

BANK SHORT-TERM
 FINANCING:                             Banks are typically utilizing the prime
                                        rate as the index for loans.  Mortgage
                                        interest rates are typically 150(plus or
                                        minus) basis points above the prime
                                        rate. The mortgage terms are preferably
                                        a three year call based on a 20 to 25
                                        year amortization and 70% to 75%
                                        loan-to-value ratio; however, banks will
                                        provide a five year term in some
                                        situations.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 116


ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.

SUMMARY OF SUBJECT'S POTENTIAL MORTGAGE TERMS

MORTGAGE TYPE:                    Long-term;
  Analysis:                       This appraisal contemplates a typical
                                  long-term loan instead of a bank short-term
                                  loan. While the bank loan is common, a
                                  long-term loan is more consistent with the
                                  typical holding period for real estate.

U.S. TREASURY BOND
  10 YEAR RATE(1):                6.50%
 LOAN TERM:                       10 years
 AMORTIZATION:                    25 years
 LOAN-TO-VALUE RATIO:             75%
 APPROX. INTEREST RATE:           8.00%

DEBT COVERAGE RATIO (DCR) ANALYSIS: A TEST OF REASONABLENESS

                                                                    FINAL REPORT
                                             DIRECT CAP VALUE              VALUE

DIRECT CAPITALIZATION VALUE                        $3,250,000        $3,250,000

LOAN AMOUNT @ L-TO-V OF   75%                      $2,437,500        $2,437,500

MONTHLY PAYMENT                                    $   18,813        $   18,813

ESTIMATED NOI                                      $  324,972        $  324,972

DIVIDED BY ANNUAL PAYMENT                          $  225,756        $  225,756

IMPLIED DEBT COVERAGE RATIO                              1.44              1.44

COMMENT/ANALYSIS: The implied debt coverage ratios for the direct capitalization method value estimate and the final report value (based on correlation of all three approaches) are acceptable and reasonable.


(1) Note: The rate is an approximation on a rounded basis due to the weekly change in the rate.

(C)1997 Huber & Lamb Appraisal Group, Inc. Page 117


DISCOUNTED CASH FLOW ANALYSIS

INTRODUCTION

In a discounted cash flow analysis (DCF) the quantity, variability, timing and duration of the cash flows to a property are analyzed. Each cash flow is discounted to a present value and then all the present values are added to obtain the total value of the income to the real property interest being appraised. The future value of that interest, the reversion, is forecast at the end of the projection period and is also discounted.

This method is particularly appropriate for properties with irregular cash flows. This is particularly appropriate in the case of properties with below stabilized occupancy, below or above market rental rates, and other unusual circumstances.

In order to utilize this analysis, certain assumptions must be made. A summary of all such assumptions used as a basis for the DCF analysis will follow. Projections regarding market (economic) rental rates, occupancy levels, expenses and absorption rates are all market-derived and have been discussed in previous sections of this report. Consideration is also given to several investment surveys provided by regional/national research companies. These investor surveys included the Real Estate Investor Survey published by Peter F. Korpacz & Associates, Inc.. This report provides a summary of the expected rates of return, property selection criteria, and investment outlook of a representative sampling of large institutional investors in the United States.

The DCF technique will follow the assumptions and forecasts listed below. This projected economic model carries no warranties, expressed or implied, that the scenario will actually be achieved by the subject property.

ASSUMPTIONS & FORECASTS

PROJECTION PERIOD:

    ANALYSIS:                      The appraisers have relied upon conversations
                                   with market participants and a review of
                                   investor surveys to determine the appropriate
                                   holding period for the subject property.
                                   Additionally, significant consideration is
                                   given to the remaining economic life of the
                                   property, the current economic climate of the
                                   region and changes in the tax laws. Noting
                                   that investment properties have historically
                                   been held for a period of 7 to 15 years, and
                                   that the survey data provided by P.F. Korpacz
                                   indicate expectations of a similar time
                                   frame, a ten year investment period is
                                   projected. The cash flow for the subject is
                                   presented on a fiscal year with the first
                                   year beginning in the month of the effective
                                   date of appraisal (August 14, 1997).

     ESTIMATE:                     10 years

GROSS INCOME ESTIMATES:            Gross annual income is based on the
                                   contractual income from the existing leases,
                                   and the market


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 118


DISCOUNTED CASH FLOW ANALYSIS, CONT'D.

                                   rental rate on the vacant space. Existing
                                   leases are forecasted to roll over at market
                                   rates.

MARKET RENTAL RATES:               See Analysis of Potential Gross Income for
                                   details and analysis.

   MARKET RENT:                    $9.00/SF

EXPENSE RECOVERY:                  Mixture of triple-net to absolute net; The
                                   anchor expense recovery for the center is the
                                   standard triple net lease in which taxes,
                                   insurance and common area maintenance (CAM)
                                   is recovered from the tenant. However, three
                                   tenants, also pay their pro rata share of the
                                   management fee. In addition, four other
                                   tenants have absolute net leases.

RENT APPRECIATION:
   DESCRIPTION:                    Support for the rental rate appreciation is
                                   based upon several factors. Items to be
                                   considered include historical and forecasted
                                   consumer price index data, current supply and
                                   demand factors (market vacancy & market rent
                                   trends), and investors' perceptions (investor
                                   surveys).

   CPI INDEX RECENT HISTORY:       2% to 3%
   ECONOMISTS' CONSENSUS
     CPI FORECAST:                 3%(plus or minus) in short-term, moderate
                                   increase long-term Under current Federal
                                   Reserve leadership, inflation is anticipated
                                   to be reasonably maintained and under
                                   control.

GENERAL OCCUPANCY TRENDS:

Property Type:                     Neighborhood shopping center

Submarket:                         98.8%

MARKET RENT TRENDS:                Increasing


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DISCOUNTED CASH FLOW ANALYSIS, CONT'D.

INVESTOR SURVEYS:

    Source:                        Korpacz Real Estate Investor Survey; Second
                                   Quarter 1997
    Property Type:                 National Strip Shopping Center Market
    Rent Appreciation
      Range:

                                   --------------------------------------
                                   KEY INDICATORS         CURRENT QUARTER
                                   --------------------------------------

                                   MARKET RENT CHANGE RATE

                                   Range                0.00%         6.00%

                                   Average                     2.83%

DCF RENT APPRECIATION
   FORECAST:
            Years 1-3:             3.00%
            Years 4-11:            4.00%

COMMENTS/ANALYSIS: The market occupancy is strong; however, there is no evidence of enough demand to yield rent appreciation higher than anticipated inflation over the holding period. Thus, rent appreciation is forecasted to be at general inflationary rates in the short-term and slightly below in the long-term.

VACANCY & COLLECTION LOSS:

            ANALYSIS:              The subject will undergo a loss in potential
                                   gross income attributable to lease-up, normal
                                   vacancy, collection losses, tenant default
                                   and turnover. The appraisers have considered
                                   the historical performance of the subject,
                                   the amount of unleased space in the
                                   competitive market and planned new
                                   construction in the projection of vacancy
                                   over the holding period. The DCF analysis
                                   assumes competent and professional management
                                   of the property at the previously cited
                                   market rental rates.

SUBJECT OCCUPANCY:                 See Analysis of Expenses for details and
                                   analysis
            Current Occupancy:     98%
            Stabilized Vacancy:    5% (local shop space only)

GENERAL OCCUPANCY TRENDS:
            Property Type:         Neighborhood shopping center

            Submarket:              98.8%
            Submarket Years Supply: Equilibrium


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DISCOUNTED CASH FLOW ANALYSIS, CONT'D.

TENANT TURNOVER:

     VACANCY AT TURNOVER:          4 months
     PROBABILITY OF RENEWAL:       75%

     SPECIAL EXISTING TENANT
          TURNOVER SITUATIONS:     None

OPERATING EXPENSES
 PROFORMA YEAR 1:                  $0.99/SF

APPRECIATION:                      As in the market rental rate appreciation
                                   analysis, the appraiser must consider
                                   historical and forecasted CPI data and
                                   investors perceptions.

            CPI DATA:              See Rent Appreciation analysis
INVESTOR SURVEYS:
         Source:                   Korpacz Real Estate Investor Survey;
                                   Second Quarter 1997
         Property Type:            National Strip Shopping Center Market
         Expense Appreciation
          Range:

                                   --------------------------------------
                                   KEY INDICATORS       CURRENT QUARTER
                                   --------------------------------------

                                   EXPENSE CHANGE RATE

                                   Range                0.00%     5.00%

                                   Average                    3.58%

DCF EXPENSE APPRECIATION
 FORECAST:
  Years 1-3:                       3.00%
  Years 4-11:                      4.00%

COMMENTS/ANALYSIS: The investor survey expense change data actually reflects a stratified expense appreciation segregated into a low rate in the early years and higher rate in later years. For the subject property, the expense appreciation is anticipated to be highly similar to the general inflation rate and similar to the income appreciation.

LEASING COMMISSIONS:

ANALYSIS:              Leasing commissions are charged when any
                       given lease renews or if a new lease is
                       signed for vacant or vacated tenant space.
                       The leasing commission for new leases is
                       different than renewal leases. As existing
                       leases roll over, the discounted cash flow
                       applies a blended or weighted average of the
                       two


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DISCOUNTED CASH FLOW ANALYSIS, CONT'D.

leasing commissions based on the probability of renewal/vacating. Charged as capital expense below NOI.

SUBJECT BROKER & OUTSIDE BROKER: The new
tenant commission is based on a typical 4%
commission when the only broker involved in
the transaction is the subject's leasing
agent. When an outside broker is utilized,
the total commission is typically 6% with 4%
paid to the outside broker and 2% to the
subject broker. Discussions with brokers
indicated a 50% probability of an outside
broker involvement is reasonable. The
following table presents the calculations of
the leasing commissions utilized in the
discounted cash flow.

DCF LEASING COMMISSIONS CALCULATIONS


NEW LEASE RATE CALCULATIONS

                                                               WEIGHTED
                          % COMM.            PROBABILITY           RATE

w/ Outside Broker           6.00%     x           50%       =     3.00%

No Outside Broker           4.00%     x           50%       =     2.00%

COMPOSITE RATE                                                    5.00%

DCF LEASING COMMISSION
CALCULATIONS

New Lease Rate              5.00%     x           25%       =     1.25%

Renewal Lease Rate          2.00%     x           75%       =     1.50%

BLENDED LEASING RATE                                              2.75%

TENANT IMPROVEMENTS/RETROFIT (TI'S):

ANALYSIS:              As vacant space is leased and existing tenant
                       space rolls over, the landlord incurs a
                       capital expense for tenant improvements.
                       Different TI's/SF can be expected for two
                       types of events - 1) renewal of existing
                       tenant and 2) existing vacant or vacated
                       lease space by a tenant The table presented
                       below indicates the TI's/SF for the two
                       events and the blended rate charged in the
                       discounted cash flow.


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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

DCF TENANT IMPROVEMENT CALCULATIONS

--------------------------------------------------------------------------------
BLENDED TI CALCULATIONS
--------------------------------------------------------------------------------
                                                             WEIGHTED
ROLLOVER EVENT            TI'S/SF         PROBABILITY            $/SF

Vacate                      $3.00     x       25%         =     $0.75

Renewal                     $1.00     x       75%         =     $0.75
                                                                -----
BLENDED TI'S/SF                                                 $1.50

REVERSION:
            DESCRIPTION:           Income-producing properties typically provide
                                   two types of financial benefits - periodic
                                   income and the future value obtained from
                                   sale of the property or reversion of the
                                   property interest at the end of the holding
                                   period. In the case of the subject, the
                                   appraisers have projected the reversion as
                                   the proceeds of resale, or the net difference
                                   between the transaction price and any selling
                                   expenses, which may include brokerage
                                   commissions, legal fees, title policies,
                                   surveys, fix-up costs and the like. The
                                   reversion value is calculated by applying an
                                   overall rate to the 11th year's NOI.

            ANALYSIS:              The reversion overall rate is typically
                                   higher than the going-in overall rate to
                                   reflect higher risk associated with a
                                   forecast in the extended future and to
                                   reflect the older age of the property. A
                                   review of the overall capitalization rates
                                   provided by the investor surveys cited
                                   previously indicated that terminal
                                   capitalization rates are typically projected
                                   at 50 to 100 basis points higher than the
                                   going-in cap rates. The typical reversion
                                   rate for a property with similar quality
                                   investment characteristics as the subject
                                   would be 50 basis points higher because of
                                   its current age.

         ESTIMATED REVERSION OAR:  10.50%

         REVERSION SALES COSTS:    4%

YIELD OR DISCOUNT RATE:

            DESCRIPTION:           The selection of the appropriate rate
                                   requires the verification and interpretation
                                   of the attitudes and expectations of market
                                   participants including buyers, sellers,
                                   advisers and brokers. Although the


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DISCOUNTED CASH FLOW ANALYSIS, CONT'D.

actual yield on an investment cannot be calculated until the investment is sold, an investor may set a target yield for the investment before or during ownership.

Historical yield rates derived from
comparable sales may be relevant, but they
reflect past, not future, benefits perceived
by the investor and are not reliable
indicators of current yield. Therefore, the
selection of yield rates for discounting cash
flows should focus on the prospective or
forecast yield rates anticipated by typical
buyers and sellers.

The appropriate yield or discount rate is
based upon a combination of factors and
considerations. These include current
mortgage interest rate levels, yield rates on
government and corporate bonds, the
anticipated rate of future inflation; the
management, risk and illiquidity aspects of
the subject property; and the expressed
objectives of major investors in investment
properties. Because of the importance of the
proper selection of a yield rate in the DCF,
the appraisers have attempted to estimate the
rate by two independent techniques as
follows:

BUILD-UP METHOD

  INTRODUCTION:          It is generally accepted that all investments
                         are predicated on the expectation of
                         receiving a return on capital that represents
                         the time value of money with an appropriate
                         adjustment for perceived risk. In the
                         build-up method the appraisers attempt to
                         recognize the premiums attached to the yield
                         rate of a real estate investment compared to
                         a safer, more liquid and marketable
                         investment. The minimum rate of return for
                         invested capital is sometimes referred to as
                         the "safe" or "riskless" rate. Theoretically,
                         the difference between the yield rate applied
                         to real estate and the safe rate may be
                         considered a premium to compensate the
                         investor for risk, anticipated inflation, the
                         burden of management, and the illiquidity of
                         invested capital.

  SAFE RATE:             The safe rate used in this analysis is
                         considered the yield applicable to government
                         securities for a comparable term as the
                         subject investment.

ILLIQUIDITY &
 MARKETABILITY PREMIUMS: There are several hypothetical measurements
                         for the add on premiums for illiquidity and
                         risk, such


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 124


DISCOUNTED CASH FLOW ANALYSIS, CONT'D.

as comparison of corporate bonds to government bonds. In our analysis, the premium for illiquidity and marketability is measured by the difference in yield rates depicted by government bonds and long term real estate mortgages. The more subjective adjustment for risk is based on this appraiser's interpretation of market expectations for this property type.

ILLIQUIDITY & MARKETABILITY CALCULATION

=============================================
Long-Term Mortgage Rates(1)         8.00%
---------------------------------------------
10-Year Treasuries(1)               6.50%
---------------------------------------------
Spread (Premium for illiquidity &
 marketability)                     1.50%
=============================================

(1) SEE ANALYSIS OF DIRECT CAPITALIZATION, SUBJECT'S POTENTIAL MORTGAGE TERMS FOR ANALYSIS AND DETAILS.

                                   The lender's return reflects less risk on the
                                   loan capital as compared to the total
                                   investment in a property because of the
                                   cushion provided in the loan-to-value ratio.
                                   The lower risk position is considered to best
                                   reflect illiquidity and marketability.

RISK:                              As a correlation, the risk of the overall
                                   capital investment, above and beyond the safe
                                   rate and illiquidity and marketability
                                   premium, should be at or higher than the
                                   spread presented in the previous chart. Given
                                   the subject's age and quality of investment,
                                   the risk premium should be higher than the
                                   illiquidity and marketability risk.

CONCLUDED RISK
 PREMIUM:                          3.00%

BUILD-UP METHOD CALCULATION

Safe Rate - 10 Yr. Treasuries        6.50%

Plus: Premium for Illiquidity and
Marketability                        1.50%

Plus: Premium for Risk               3.00%
                                     -----

  Indicated Discount Rate           11.00%
  Rounded,                          11.00%
                                    ======


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 125


DISCOUNTED CASH FLOW ANALYSIS, CONT'D.

INVESTOR SURVEY:

   INTRODUCTION:                   The appraisers reviewed the investor surveys
                                   provided by P.F. Korpacz. This is a
                                   nationally recognized research company that
                                   provide ex ante return expectations or goals
                                   of investors contemplating acquisitions of
                                   real estate. This survey provides a timely
                                   insight into the yields, return criteria, and
                                   risk adjustments of national/institutional
                                   investors when making acquisition decisions.
                                   The general parameters depicted by the data
                                   are provided as follows:

   Source:                         Korpacz Real Estate Investor Survey; Second
                                   Quarter 1997
   Property Type:                  National Strip Shopping Center Market
   IRR Range:

                                   ---------------------------------------------
                                   KEY INDICATORS        CURRENT QUARTER
                                   ---------------------------------------------

                                   FREE & CLEAR IRR

                                   Range                10.00%      14.00%

                                   Average                    11.55%

    ANALYSIS:                      The subject does not fit the parameters of
                                   investment grade property, particularly
                                   considering that the property value is well
                                   below the typical $10,000,000 to $20,000,000
                                   value range for properties desired by
                                   institutional investors. Therefore, the
                                   subject property's discount rate should be at
                                   the middle to upper middle of the range.

INVESTOR SURVEY DISCOUNT RATE
   CONCLUSION:                     11.50%

DISCOUNT RATE
   RECONCILIATION:                 The appraisers have given nearly equal weight
                                   to the two techniques above in selecting the
                                   appropriate discount rate for the appraised
                                   property with least weight placed on the
                                   build-up method. Also considered in the
                                   analysis was the age and construction quality
                                   of the subject, the current occupancy,
                                   quality of tenants and the economic
                                   constraints of the submarket in which it
                                   competes.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 126


DISCOUNTED CASH FLOW ANALYSIS, CONT'D.

DISCOUNT RATE
CONCLUSION: 11.50%

The following discounted cash flow analysis is the summary of the individual tenant's income and the forecasted expenses to be incurred over the holding period. The individual lease analysis and discounted cash flow program generated assumptions and forecasts are presented in the Addenda section of this report.

The reader is directed to the Discounted Cash Flow Analysis located on the following pages.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 127


DISCOUNTED CASH FLOW SUMMARY

Software       :ARGUS Ver. 7.0.01
File           :Brownsvl
Property Type  :Retail
Portfolio      :Merrill Lynch Mortgage Capital

                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                        SCHEDULE OF PROSPECTIVE CASH FLOW

In Inflated Dollars for the Fiscal Year beginning 8/1/1997

                                    Year 1      Year 2     Year 3     Year 4     Year 5      Year 6     Year 7    Year 8    Year 9
For the Years Ending              Jul-1998    Jul-1999   Jul-2000   Jul-2001   Jul-2002    Jul-2003   Jul-2004  Jul-2005  Jul-2006
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
POTENTIAL GROSS REVENUE
 Base Rental Revenue              $356,823    $371,920   $374,740   $379,214   $382,576    $393,978   $400,499  $413,067  $417,589
 Absorption & Turnover Vacancy      (8,725)                (6,512)               (4,360)     (7,011)    (6,143)   (1,533)   (5,101)
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
 Scheduled Base Rental Revenue     348,098     371,920    368,228    379,214    378,216     386,967    394,356   411,534   412,488

Expense Reimbursement Revenue
 Management Fee:                     1,672         688        270
 Real Estate Taxes:                 31,997      33,375     34,115     35,757     36,991      38,350     39,904    41,744    43,277
 Property Insurance:                 3,791       3,955      4,041      4,237      4,382       4,543      4,725     4,945     5,125
 CAM - Common Area Maintenance      15,163      15,816     16,166     16,945     17,530      18,174     18,911    19,783    20,508
 Reserves:                           1,640         948        606
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
Total Reimbursement Revenue         54,263      54,782     55,198     56,939     58,903      61,067     63,540    66,472    68,910
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
TOTAL POTENTIAL GROSS REVENUE      402,361     426,702    423,426    436,153    437,119     448,034    457,896   478,006   481,398
 General Vacancy                      (776)    (10,226)    (3,814)   (10,563)    (6,388)     (4,330)    (5,560)  (10,853)   (7,538)
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
EFFECTIVE GROSS REVENUE            401,585     416,476    419,612    425,590    430,731     443,704    452,336   467,153   473,860
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
OPERATING EXPENSES
 Management Fee:                    16,063      16,659     16,784     17,024     17,229      17,748     18,093    18,686    18,954
 Real Estate Taxes:                 32,397      33,369     34,370     35,745     37,175      38,662     40,208    41,816    43,489
 Property Insurance:                 3,838       3,953      4,072      4,235      4,404       4,580      4,763     4,954     5,152
 CAM - Common Area Maintenance:     15,352      15,813     16,287     16,939     17,616      18,321     19,054    19,816    20,609
 Reserves:                           7,676       7,906      8,144      8,469      8,808       9,161      9,527     9,908    10,304
 Administration:                       768         791        814        847        881         916        953       991     1,030
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
TOTAL OPERATING EXPENSES            76,094      78,491     80,471     83,259     86,113      89,388     92,598    96,171    99,538
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
NET OPERATING INCOME               325,491     337,985    339,141    342,331    344,618     354,316    359,738   370,982   374,322
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
LEASING & CAPITAL COSTS
 Tenant Improvements                12,600       4,635     14,641                 8,261      13,962      7,819     9,680     9,665
 Leasing Commissions                 9,537       3,229      9,011                 5,756      10,633      4,833     5,937     6,733
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
TOTAL LEASING & CAPITAL COSTS       22,137       7,864     23,652                14,017      24,595     12,652    15,617    16,398
                                  --------    --------   --------   --------   --------    --------   --------  --------  --------
CASH FLOW BEFORE DEBT SERVICE
 & INCOME TAX                     $303,354    $330,121   $315,489   $342,331   $330,601    $329,721   $347,086  $355,365  $357,924
                                  ========    ========   ========   ========   ========    ========   ========  ========  ========

                                  Year 10    Year 11
For the Years Ending             Jul-2007   Jul-2008
                                 --------   --------
POTENTIAL GROSS REVENUE
 Base Rental Revenue             $428,069   $433,214
 Absorption & Turnover Vacancy     (3,316)    (9,365)
                                 --------   --------
 Scheduled Base Rental Revenue    424,753    423,849

Expense Reimbursement Revenue
 Management Fee:
 Real Estate Taxes:                45,100     46,588
 Property Insurance:                5,342      5,518
 CAM - Common Area Maintenance     21,374     22,077
 Reserves:
                                 --------   --------
Total Reimbursement Revenue        71,816     74,183
                                 --------   --------
TOTAL POTENTIAL GROSS REVENUE     496,569    498,032
 General Vacancy                   (9,893)    (4,116)
                                 --------   --------
EFFECTIVE GROSS REVENUE           486,676    493,916
                                 --------   --------
OPERATING EXPENSES
 Management Fee:                   19,467     19,757
 Real Estate Taxes:                45,229     47,038
 Property Insurance:                5,358      5,573
 CAM - Common Area Maintenance:    21,433     22,290
 Reserves:                         10,717     11,145
 Administration:                    1,072      1,115
                                 --------   --------
TOTAL OPERATING EXPENSES          103,276    106,918
                                 --------   --------
NET OPERATING INCOME              383,400    386,998
                                 --------   --------
LEASING & CAPITAL COSTS
 Tenant Improvements                6,282     16,988
 Leasing Commissions                4,377     12,218
                                 --------   --------
TOTAL LEASING & CAPITAL COSTS      10,659     29,206
                                 --------   --------
CASH FLOW BEFORE DEBT SERVICE
 & INCOME TAX                    $372,741   $357,792
                                 ========   ========


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 128


DISCOUNTED CASH FLOW REVERSION SUMMARY

Software       :ARGUS Ver. 7.0.01
File           :Brownsvl
Property Type  :Retail
Portfolio      :Merrill Lynch Mortgage Capital

                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                           PROSPECTIVE PROPERTY RESALE

                                Year 1     Year 2    Year 3    Year 4    Year 5    Year 6    Year 7    Year 8    Year 9     Year 10
For the Years Ending          Jul-1998   Jul-1999  Jul-2000  Jul-2001  Jul-2002  Jul-2003  Jul-2004  Jul-2005  Jul-2006    Jul-2007
                              --------   --------  --------  --------  --------  --------  --------  --------  --------  ----------
RESALE AMOUNT
 Gross Proceeds from Sale                                                                                                $3,685,695
 Commissions & Other Costs                                                                                                 (147,428)
                              --------   --------  --------  --------  --------  --------  --------  --------  --------  ----------
NET PROCEEDS FROM SALE                                                                                                   $3,538,267
                              ========   ========  ========  ========  ========  ========  ========  ========  ========  ==========


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 129


DISCOUNTED CASH FLOW VALUE SUMMARY

Software       :ARGUS Ver. 7.0.01
File           :Brownsvl
Property Type  :Retail
Portfolio      :Merrill Lynch Mortgage Capital

                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                            PROSPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale

Discounted Annually (End-point on Cash Flow & Resale) over a 10-Year Period

                    Discounted    Discounted Resale    Total       Total       Cash Flow      Resale
   For the           Cash Flow       @ 10.50% Cap    Discounted    Value     Contribution   Contribution
Discount Rates      Before Debt       Before Debt      Value      per SqFt    Before Debt    Before Debt
--------------      -----------   -----------------  ----------   --------   ------------   ------------
    11.50%           $1,920,745        $1,191,357    $3,112,102     $40.54       61.72%        38.28%


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 130


INCOME CAPITALIZATION APPROACH - RECONCILIATION

INTRODUCTION

The direct capitalization and discounted cash flow analysis are the two most frequently utilized methods in appraisal practice. The Direct Capitalization Method represents the more traditional method and the Discounted Cash Flow Analysis Method is the more current for investment grade property.

DIRECT CAPITALIZATION $3,250,000

The Direct Capitalization Method utilized stabilized gross income based on existing lease income (if any) and vacant lease space at market rates. Appropriate deductions from the gross income, including vacancy & credit loss and expenses, were analyzed and supported from available data. The resulting net operating income was capitalized based on an overall rate derived from comparable sales presented in the Sales Comparison Approach.

DISCOUNTED CASH FLOW $3,112,000

The Discounted Cash Flow model takes into account the actual cash flows that will result from the current leases (if any) as well as the future income to the property based on current and expected future market rental rates. The analysis also recognizes current investor perceptions of future appreciation rates and economic factors as well as current investors' required rates of return on invested capital. This technique is particularly useful in valuing investment grade, multi-tenant, and/or properties with below stabilized occupancies. The discounted cash flow analysis is less reliable for owner-occupied properties and small income properties which are typically purchased by less sophisticated buyers.

RECONCILIATION

VALUE ESTIMATE SUMMARY BY METHOD:
            DIRECT CAPITALIZATION:                            $3,250,000
            DISCOUNTED CASH FLOW ANALYSIS:                    $3,112,000
               VARIANCE:                                           4.43%

The two methods utilized indicated a relatively narrow value range and are generally supportive of each other. The subject's investment grade quality is good with the most probable buyer being a sophisticated regional or national investor. Recent investor trends reflect a tendancy of investors to focus on the direct capitalization approach while utilizing the discounted cash flow for additional support. In addition, a sufficient number of recent sales of similar properties is available to derive an overall capitalization rate. Thus, most consideration is given the direct capitalization approach.

Therefore, the estimated value of the subject property by the income capitalization approach, as of August 14, 1997, as follows:

VALUE INDICATED BY THE INCOME CAPITALIZATION APPROACH $3,250,000

Implied OAR: 10.00%


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 131


CORRELATION AND FINAL ESTIMATE OF VALUE

INTRODUCTION:

The three indications utilized in the appraisal of the subject property falls within an acceptable range. In the final analysis, the strengths and weaknesses of each approach must be considered and most weight must be given to the approach or approaches with the greatest quantity and quality of supporting data. Since market value is being sought, all three approaches rely heavily upon supporting data from the marketplace.

COST APPROACH:                     $3,260,000

GENERAL DESCRIPTION:               The cost approach is most applicable when a
                                   property is new or proposed and represents
                                   the highest and best use of the site. Land
                                   values are documented in the marketplace and
                                   cost estimates are readily supported. The
                                   inherent weakness of this approach is that it
                                   gives no consideration to the
                                   income-producing capability of a property.

ANALYSIS:                          Given the age of the subject property,
                                   estimation of remaining economic life is
                                   difficult.

WEIGHTED CONSIDERATION:            Limited

SALES COMPARISON APPROACH:         $3,225,000

GENERAL DESCRIPTION:               The sales comparison approach is utilized in
                                   the valuation of the subject. The appraisal
                                   utilizes the best available and verifiable
                                   neighborhood shopping center property sales
                                   located in the southeastern region of the
                                   country. This approach utilized two methods
                                   to estimate a value range for the subject -
                                   1) sales price per square foot and 2) the
                                   gross income multiplier (GIM). The adjusted
                                   selling price per square foot of building
                                   area and GIM of each comparable is utilized
                                   in comparison to the subject property. After
                                   appropriate adjustments, these sales were
                                   generally similar to the subject in quality,
                                   design, location and age.

ANALYSIS:                          A sufficient quantity and quality of
                                   comparable sales was available to compare to
                                   the subject. Since the subject's most
                                   probable buyer is a regional operator, this
                                   approach is considered most reflective of a
                                   regional or nationally owned neighborhood
                                   shopping centers.

WEIGHTED CONSIDERATION:            Significant


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 132


                                CORRELATION AND FINAL ESTIMATE OF VALUE, CONT'D.
================================================================================

INCOME CAPITALIZATION APPROACH:    $3,250,000

GENERAL DESCRIPTION:               The income capitalization approach involved
                                   the analysis of the existing rent as compared
                                   with market rent for the subject space.
                                   Additionally, a stabilized operating
                                   statement was developed. The net operating
                                   income was capitalized by the appropriate
                                   capitalization rate which was derived by
                                   sales comparison.

ANALYSIS:                          A sufficient quantity and quality of
                                   comparable rental and sale data was available
                                   to compare to the subject. Since the
                                   subject's most probable buyer is a regional
                                   or national operator, this approach is
                                   considered most reflective of a regional or
                                   nationally owned neighborhood shopping
                                   centers this is considered a reasonable
                                   method of estimating value.

WEIGHTED CONSIDERATION:            Significant

SUMMARY OF VALUE INDICATIONS

  COST APPROACH                                      $3,260,000
  SALES COMPARISON APPROACH                          $3,225,000
  INCOME CAPITALIZATION APPROACH                     $3,250,000

FINAL CONCLUSIONS OF VALUE

In view of the previous analyses, the most weight has been placed on the sales comparison approach, specifically the adjusted sales price per square foot method, and income capitalization approach. The cost approach value indication is supportive of the other two approaches. Thus, the market value of the subject property, contingent to the Assumptions and Limiting Conditions presented herein, as of August 14, 1997, is estimated to be:

THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($3,250,000)

MARKETING PERIOD

ANALYSIS:                          The appraisers are required to clearly state
                                   the estimated marketing period required for
                                   the sale of the subject property. As
                                   discussed in the Highest and Best Use
                                   Analysis, the subject property is generally
                                   well suited as a neighborhood shopping center
                                   property. The property is located in a
                                   developed retail area with average income
                                   demographics for Haywood County surrounding
                                   the commercial neighborhood. Occupancies in
                                   the


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 133


CORRELATION AND FINAL ESTIMATE OF VALUE, CONT'D.

                                   area are in excess of 98%. As evidenced in
                                   the sales comparison approach, several
                                   transactions have occurred within the past 12
                                   months indicating buyer interest in the
                                   subject property type.

CONCLUSION:                        Based on discussions with local brokers and
                                   other market evidence, it is the appraisers'
                                   opinion that an approximate 12 month period
                                   of time would be required to sell the
                                   property, if subjected to a typical marketing
                                   program and if the property were listed at a
                                   price based on the conclusion of value
                                   presented above.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 134


CERTIFICATION OF VALUE

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

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

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

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

4. Our compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of subsequent event.

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

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

7. As of the appraisal date, James E. Lamb, MAI, has completed the requirements of the continuing education program of the Appraisal Institute.

8. Craig A. Johnson made a personal inspection of the property that is the subject of this report. James E. Lamb, MAI did not inspect the subject property.

9. No one provided significant professional assistance to the person(s) signing this report.

10. This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan.

11. The market value of the leased fee interest in the subject property, subject to the Assumptions and Limiting Conditions stated herein, as of August 14, 1997 is estimated to be:

THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($3,250,000)

/s/ James E. Lamb                              /s/ Craig A. Johnson
James E. Lamb, MAI                             Craig A. Johnson
Review Appraiser                               Associate Appraiser
State Certified General                        State Certified General
  Real Estate Appraiser                          Real Estate Appraiser
Licensee #CG-557                               Licensee #CG-1200


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 135


                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

EDUCATION

Attended the University of North Alabama, Fall 1977 through Spring 1979. Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981; MBA Finance, August, 1982.

PROFESSIONAL AFFILIATIONS

The Appraisal Institute, The Volunteer State Chapter; MAI Designation - Certification No. 8254. Continuing education completion status - through December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville Board of Realtors.

STATE CERTIFICATIONS

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557 State of Georgia Certified General Real Property Appraiser - Licensee #005801

ACCREDITED APPRAISAL COURSES

THE APPRAISAL INSTITUTE:

Course      101   Introduction to Appraising Real Property
Course      1A-1  Real Estate Appraisal Principles
Course      1A-2  Basic Valuation Procedures
Course      1B-A  Capitalization Theory and Techniques, Part A
Course      1B-B  Capitalization Theory and Techniques, Part B
Course      2-1   Case Studies In Real Estate Valuation
Course      2-2   Valuation Analysis and Report Writing
Course            Standard of Professional Practice, Part A
Course            Standard of Professional Practice, Part B
Seminar           Hazardous Materials in Real Property
Seminar           Persuasive Styles in Narrative Report
                  Writing
Seminar           Advanced Income Capitalization Overview

OTHER

Real Estate Principles
Real Estate Finance
Commercial and Investment Real Estate Project Seminar

PROFESSIONAL EXCHANGE TO FOREIGN COUNTRIES

Participated as a delegate of People to People International's Citizen Ambassador Program - Real Estate Delegation to Russia and Lithuania. Discussions focused on the privatization of real estate in these countries as they converted real estate ownership


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 136


                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

from the government to the private sector. Issues specific to this process included real estate law fundamentals, real estate tax issues, real estate valuation and attracting foreign real estate investment.

PROFESSIONAL EXPERIENCE

Appraisal experience includes retail, industrial, office, multi-family, mixed-use land developments and special-purpose properties. Special-purpose property assignments include hotels, manufacturing facilities, restaurants, right-of-ways and retirement facilities. Appraisals have been utilized for mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and corporate management decisions.

EXPERT WITNESS

Qualified as an expert witness in several real estate court cases. Court appearances have been in Middle Tennessee, East Tennessee and West Tennessee federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee State Board of Equalization.

EMPLOYMENT HISTORY

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle in the company. Mr. Lamb is the principle in charge of the commercial real estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by a Dallas, Texas appraisal firm from March 1983 through June 1987 as a staff appraiser.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 137


                                                                    APPRAISAL OF
                                           THE BROWNSVILLE PLACE SHOPPING CENTER
                                                       ASSUMING A PORTFOLIO SALE
================================================================================


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 138


                                                                 INTRODUCTION TO
                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
================================================================================

INTRODUCTION

This analysis is presented in a brief format in order that descriptions and analysis is not replicated from the previous section representing the appraisal report of the total shopping center. The following analysis relies heavily on the data and analysis previously presented and must remain a part of the total shopping center appraisal report to be fully understood by the reader.

In addition to the appraisal of the subject previous market value estimate, the client has requested a value estimate assuming the subject property is part of a defined portfolio sale of 18 retail properties included in the client's loan package. Since all 18 properties are in the client's loan package, the portfolio valuation assumption requested is reasonable, particularly in assisting the client in the underwriting process. A summary of the 18 properties is provided as an exhibit to this report section.

The reader should note that Huber & Lamb has only completed appraisals on seven of the properties, which include the following:

1. Brownsville Plaza
2. Hollywood Video, Paducah, KY
3. Delchamps Plaza
4. Chicot Crossing
5. One Main Place
6. Eckerds, Franklin, TN
7. Hollywood Video/Jiffy Lube, Franklin, TN

The appraiser has been provided the rentrolls for the remaining 11 properties. Since the appraiser has not appraised or inspected the remaining 11 properties, it must be assumed that these 11 properties are at least the same general quality of investment as the six properties appraised by Huber & Lamb. We have had discussions with the appraiser of the remaining 11 properties, which tends to support this assumption.

The only reliable technique and approach to value is considered to be the direct capitalization approach of the income capitalization approach to value. This is the only approach that can adequately address the financial issues involved in the specialized value requested.

FACTORS EFFECTING PORTFOLIO VALUATIONS

The appraisers have had numerous conversations with institutional lenders, brokers and retail investors to determine if a portfolio purchase could have an effect on individual property overall rates as compared to the individual, non-portfolio sales of similar properties. The question presented to each was "Does a portfolio purchase have an effect on the overall rate as compared to individual property transactions?" The surveyed individuals Included the following:


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 139


PORTFOLIO SALE MARKET VALUE ESTIMATE

Institutional Lenders:             Prudential Insurance, Vice President of
                                   Comptrollers and Valuation, Newark, NJ office

                                   New York Life, Regional Appraiser - Southeast
                                   Region

Broker:                            Cushman & Wakefield, Atlanta - broker
                                   specializing in shopping center sales and
                                   portfolio transactions

Investor:                          Highwoods REIT, Vice President - primarily
                                   office and industrial investor in the
                                   southeast region of the US

                                   Itochu International, New York Office Vice
                                   President - Japanese investor representative
                                   and consultant with significant background in
                                   portfolio investments and consultations

The following summary of general factors effecting portfolio valuations represent the general consensus of the people surveyed.

1. Geographic Dispersion

Portfolios with properties in the same geographical region are preferred. However, for retail portfolios, dispersion in various locations within the region is preferred to spread out the potential risks of swings in local economies and retail markets.

2. Quality of Properties in the Portfolio

The people surveyed indicated this factor can have a significant effect on the portfolio valuation. If all properties are low quality, riskier properties, the portfolio overall rates could very well be higher than the overall rate for individual property sales. However, if the quality of properties is good (i.e., well anchored centers with 10+ year remaining terms, age, location within their markets), the portfolio overall rate will be positively effected as compared to the overall rate for individual property sales.

3. Total Dollar of Portfolio Investment

Assuming favorable geographic dispersion and quality of properties, the total dollar amount of the portfolio investment must be large enough to attract investors that would be willing to pay a premium for overall investment. Those surveyed respondents that indicated a dollar amount indicated the total portfolio investment would probably have to exceed $25 million.

All of the respondents generally indicated that their opinions are based on the current market conditions. One gave the example that the same scenario approximately five years ago, during a real estate recession, would probably yield a discount on value (i.e., a higher overall rate). However, current and recent market conditions over the past two years have been very strong.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 140


PORTFOLIO SALE MARKET VALUE ESTIMATE

SUBJECT PORTFOLIO CONCLUSIONS: The general portfolio was described to each person surveyed including type of shopping center, general locations, percentage of anchor, remaining term of anchors and potential minimum of total dollar investment for the 18 property portfolio. All of the persons surveyed indicated that based on the information provided, the subject portfolio appears to be a good quality investment portfolio based on the primary criteria previously described.

SURVEYED RESPONDENTS INDICATION OF PORTFOLIO EFFECT ON THE OAR

The respondents all tended to agree that, based upon the description of the subject portfolio, the overall rate of a portfolio purchase should have a positive effect as compared to the individual property overall rates. The institutional lender respondents tended to be more vague in their responses. The two respondents that appeared to have the most experience in this matter and provided more detailed responses were the Cushman & Wakefield broker and the Itochu investor/consultant. The most active portfolio buyers are currently Real Estate Investment Trusts (REITs); however, other national investor types such as pension funds, life companies and foreign investors are also active in portfolio purchases. The following summarizes their individual assessments.

CUSHMAN & WAKEFIELD BROKER:        The broker discussed potential effects on the
                                   overall rate in a broad and somewhat vague
                                   ranges. He indicated this was intentional
                                   because so many factors must be considered.
                                   One important factor is the motivation of the
                                   buyer.

                                   The broker indicated very generally that a
                                   portfolio purchase can definitely have a 25
                                   basis point positive effect (i.e., reduction)
                                   on overall rates. If the portfolio ranks well
                                   in the quality of properties category
                                   previously discussed, it is the brokers
                                   opinion that the reduction in overall rate
                                   range is 50 basis points to about 100 basis
                                   points.

ITOCHU INVESTOR/CONSULTANT:        A true portfolio analysis truly consolidates
                                   the cash flows of all properties in the
                                   portfolio into one cash flow analysis. The
                                   consolidated cash flow analysis should
                                   probably yield an annual cash flow
                                   appreciation of 2% to 4%. This will
                                   accommodate the analysis of a true internal
                                   rate of return for the overall portfolio in
                                   total.

                                   The investor would be looking for a true
                                   internal rate of return of approximately 20%
                                   to 25%. Based on the description of the
                                   subject portfolio, a 20% internal rate of
                                   return would be the most probable targeted
                                   rate. The analysis should be based upon a
                                   hypothetical "loan" at an interest rate
                                   reflective of alternative cost of funds. This
                                   could be either 130(plus or minus) basis
                                   points above 10 year treasuries or 175(plus
                                   or minus) basis points above LIBOR.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 141


PORTFOLIO SALE MARKET VALUE ESTIMATE

Based on the respondents experience, this will probably have an approximate 50(plus or minus) to 100(plus or minus) basis point reduction in the overall rate as compared to individual property overall rates.

Since the appraisers did not appraise all 18 properties in the subject portfolio, we have applied these criteria to the individual subject property cash flow. The implied alternative cost of funds, or hypothetical interest rate range equates to 7% to 7.5% and the hypothetical loan was derived based upon a 1.15 debt coverage ratio. This discounted cash flow analysis values under these two scenarios ranged from 8.76% to 9.09%. This compares to the original individual property sale valuation overall rate of 10.00%. Thus, a 100 basis point reduction appears to be justified.

CONCLUSION

Obviously, it is difficult to utilize matched pairs comparison to determine the effect of portfolio investments on the overall rate because it can be highly subjective what the overall rate should have been assuming properties sold on an individual basis. Therefore, the appraiser had to rely on the opinions of real estate professionals experienced in this type of transaction. All persons surveyed suggested that a portfolio similar in quality to the subject portfolio should generate a lower overall rate than the overall rate assuming the properties sold individually. The two most reliable sources tended to suggest ranges of a 50+ to 100(plus or minus) basis point lower overall rate on a portfolio sale. Only one source provided a solid mathematical calculation to estimate the overall rate range. Based on the previous analysis, the most probable effect on the subject's overall rate is a 100 basis point reduction of the original individual property sale valuation overall rate of 10.00%, or 9.00%.

The Stabilized Operating Statement net operating income utilized in the following calculation is the same as the original net operating income presented earlier in this report.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 142


PORTFOLIO SALE MARKET VALUE ESTIMATE

ESTIMATED SUBJECT VALUE
ASSUMING A PORTFOLIO SALE

================================================================================
             NOI          /      OAR        =         Value Estimate
--------------------------------------------------------------------------------
          $324,972        /     9.00%       =           $3,610,794
--------------------------------------------------------------------------------


Portfolio Sale Value Estimate $3,610,000

FINAL CONCLUSIONS OF ASSUMED PORTFOLIO SALE VALUE

In view of the previous analyses, the market value of the subject property, contingent to the Assumptions and Limiting Conditions presented herein, and particularly assuming the subject is part of a sale of the defined portfolio of properties, as of August 14, 1997, is estimated to be $3,610,000.

SPECIAL LIMITING CONDITION: The reader is reminded that the a true portfolio valuation typically derives a value estimate based on the combined cash flows of all properties within the portfolio. The total value estimate is sometimes allocated to individual properties within the portfolio and sometimes not allocated. As a result, portfolio valuation can have varying effects on individual property values within the portfolio to a minor degree in a positive or negative direction. The estimated subject portfolio sale value represents the most probable overall effect on the subject property value, within reasonable parameters, and in conjunction with the overall portfolio, given the information available and stated herein.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 143


PORTFOLIO SALE MARKET VALUE ESTIMATE

NOM SHOPPING CENTER PORTFOLIO SUMMARY

                                                                                                                 Years
Name                     Location         Size (GLA)      Anchor    Anchor Size (GLA)     % Anchor  Expiration  Remaining
----                     --------         ----------      ------    -----------------     --------  ----------  ---------
Brownsville Place        Brownsville, TN     76,762       Wal-Mart        54,962            71.6%     4/17/10      13      54962

Greenbrier Station       Anniston, AL        62,540       Winn Dixie      44,900            71.8%     1/28/17      20
                                                          Revco Drugs      9,240            14.8%     1/31/12      15
                                                                           -----            ----
                                                          Total Anchor    54,140            86.6%                          54140

59 West                  Bessemer, AL        95,591       Winn Dixie      44,090            46.1%    07/31/16
                                                          Drugs For Less  18,000            18.8%     8/31/11
                                                                          ------            ----
                                                          Total Anchor    62,090            65.0%                          62090

Clanton Marketplace      Clanton, AL         57,150       Winn Dixie      35,000            61.2%     3/10/13      16
                                                          Harco Drugs      8,450            14.8%     3/20/06       9
                                                                           -----            ----
                                                          Total Anchor    43,450            76.0%                          43450

Betts Crossing           Opelika, AL         58,400       Winn Dixie      44,000            75.3%     12/1/16      19      44000

Opp Marketplace          Opp, AL             25,350       B.C. Moore      16,900            66.7%      8/2/06       9
                                                          Harco            8,450            33.3%    11/15/08      11
                                                                           -----            ----
                                                          Total Anchor    25,350           100.0%                          25350

Russell Crossing         Phenix City, GA     72,312       Winn Dixie      45,500            62.9%     12/7/08      11
                                                          Big B Drugs      9,000            12.4%    11/28/03       6
                                                                           -----            ----
                                                                          54,500            75.4%                          54500

Parker Shopping Center   Pensacola, FL       68,680       Winn Dixie      44,000            64.1%     6/25/17      20
                                                          Scotty's        19,880            28.9%     2/28/06       9
                                                                          ------            ----
                                                                          63,880            93.0%                          63880

The Y                    Panama City,        64,848       Winn Dixie      46,422            71.6%    11/30/14      17
                                                          Eckerd Drugs    10,354            16.0%     7/28/09      12
                                                                          ------            ----
                                                                          56,776            87.6%                          56776

29 North                 Pensacola           58,040       Winn Dixie      44,000            75.8%    11/30/17      20
                                                          Big B            9,240            15.9%    11/30/12      15
                                                                           -----            ----
                                                                          53,240            91.7%                          53240

Nine Mile Plaza          Pensacola          191,787       Winn Dixie      46,372            24.2%    08/29/06       9
                                                          Eckerds          8,640             4.5%    09/30/05       8
                                                          TJX             78,000            40.7%    10/31/12      15
                                                                          ------            ----
                                                                         133,012            69.4%                         133012

Hollywood Video          Paducah, KY          7,488       Hollywood        7,488           100.0%    09/26/12      15
                                                          Video

Mandeville Marketplace   Mandeville, LA      77,785       Winn Dixie      53,986            69.4%     9/30/16      19
                                                          FNBC            10,500            13.5%     9/11/03       6
                                                                          ------            ----
                                                                          64,486            82.9%                          64486

Delchamps Plaza          Long Beach, MS      62,859       Delchamps       35,059            55.8%     7/31/09      12
                                                          Big B Drugs      9,000            14.3%     7/31/99       2
                                                                           -----            ----
                                                                          44,059            70.1%                          44059

Chicot Crossing          Pascagoula, MS     122,360       Winn Dixie      47,300            38.7%     3/24/16      19
                                                          Harco           10,125             8.3%     1/31/11      14
                                                          Goody's         27,435            22.4%     3/31/06       9
                                                                          ------            ----
                                                                          84,860            69.4%                          84860

One Main Place           Pascagoula, MS      68,566       Brunos (Food     4,802            69.7%     4/30/13      16
                                                          World)
                                                          Big B/Revco     10,064            14.7%     8/31/05       8
                                                                          ------            ----
                                                                          57,866            84.4%                          57866

Hollywood Video/Jiffy    Franklin, TN         9,305       Hollywood        7,488            80.5%     8/31/12      15
Lu                                                        Video
                                                          Jiffy Lube       1,817            19.5%     8/31/05      20
                                                                           -----            ----
                                                                           9,305           100.0%                           9305

Eckerd                   Franklin, TN        10,908       Eckerd          10,908           100.0%    11/30/17      20      10908
                                             ------                       ------           -----

Total Portfolio GLA                       1,190,731                      916,884            77.0%                  13    916,884

No. of Properties                                18


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 144


CERTIFICATION OF VALUE - PORTFOLIO SALE

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

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

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

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

4. Our compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of subsequent event.

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

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

7. As of the appraisal date, James E. Lamb, MAI, has completed the requirements of the continuing education program of the Appraisal Institute.

8. Craig A. Johnson made a personal inspection of the property that is the subject of this report. James E. Lamb, MAI did not inspect the subject property.

9. No one provided significant professional assistance to the person(s) signing this report.

10. This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 145


CERTIFICATION OF VALUE, CONT'D.

11. MARKET VALUE OF SHOPPING CENTER ASSUMING PORTFOLIO SALE

The market value of the leased fee interest in the subject property, subject to the Assumptions and Limiting Conditions stated herein, particularly assuming the subject is sold as part of the 18 property portfolio described in the attached report, as of August 14, 1997 is estimated to be:

THREE MILLION SIX HUNDRED TEN THOUSAND DOLLARS
($3,610,000)

/s/ James E. Lamb                                 /s/ Craig A. Johnson

James E. Lamb, MAI                                Craig A. Johnson
Review Appraiser                                  Associate Appraiser
State Certified General                           State Certified General
  Real Estate Appraiser                             Real Estate Appraiser
Licensee #CG-557 (Tennessee)
         Licensee #CG-1200


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 146


                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

EDUCATION

Attended the University of North Alabama, Fall 1977 through Spring 1979. Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981; MBA Finance, August, 1982.

PROFESSIONAL AFFILIATIONS

The Appraisal Institute, The Volunteer State Chapter; MAI Designation - Certification No. 8254. Continuing education completion status - through December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville Board of Realtors.

STATE CERTIFICATIONS

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

ACCREDITED APPRAISAL COURSES
THE APPRAISAL INSTITUTE:

Course    101    Introduction to Appraising Real Property
Course    1A-1   Real Estate Appraisal Principles
Course    1A-2   Basic Valuation Procedures
Course    1B-A   Capitalization Theory and Techniques, Part A
Course    1B-B   Capitalization Theory and Techniques, Part B
Course    2-1    Case Studies In Real Estate Valuation
Course    2-2    Valuation Analysis and Report Writing
Course           Standard of Professional Practice, Part A
Course           Standard of Professional Practice, Part B
Seminar          Hazardous Materials in Real Property
Seminar          Persuasive Styles in Narrative Report Writing
Seminar          Advanced Income Capitalization Overview

OTHER

Real Estate Principles
Real Estate Finance
Commercial and Investment Real Estate Project Seminar

PROFESSIONAL EXCHANGE TO FOREIGN COUNTRIES

Participated as a delegate of People to People International's Citizen Ambassador Program - Real Estate Delegation to Russia and Lithuania. Discussions focused on the privatization of real estate in these countries as they converted real estate ownership from the government to the private sector. Issues specific to this process included real estate law fundamentals, real estate tax issues, real estate valuation and attracting foreign real estate investment.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 146


                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

PROFESSIONAL EXPERIENCE

Appraisal experience includes retail, industrial, office, multi-family, mixed-use land developments and special-purpose properties. Special-purpose property assignments include hotels, manufacturing facilities, restaurants, right-of-ways and retirement facilities. Appraisals have been utilized for mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and corporate management decisions.

EXPERT WITNESS

Qualified as an expert witness in several real estate court cases. Court appearances have been in Middle Tennessee, East Tennessee and West Tennessee federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee State Board of Equalization.

EMPLOYMENT HISTORY

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle in the company. Mr. Lamb is the principle in charge of the commercial real estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by Crosson Dannis, Inc., a Dallas, Texas appraisal firm from March 1983 through June 1987 as a staff appraiser.


(C)1997 Huber & Lamb Appraisal Group, Inc. Page 147


                                                       SUMMARY OF QUALIFICATIONS
                                                                CRAIG A. JOHNSON
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EDUCATION

Attended Lincoln Land Community College of Springfield, Illinois 1973 through 1975

PROFESSIONAL AFFILIATIONS

International Association of Assessing Officers Certified Illinois Assessing Officer Registered Agent with the Tennessee State Board of Equalization Licensed Certified General Appraiser with the Tennessee State Board of Real Estate Appraisers
Institute of Property Taxation

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-1200

APPRAISAL COURSES

INTERNATIONAL ASSOCIATION OF ASSESSING OFFICERS:
Fundamentals of Real Property Appraisal

Income Approach Valuation
Development and Analysi