*

Less than 1%.

(1)

Based on approximately 36,615,994 shares of our common stock outstanding as of May 4, 2004.

(2)

The managers of The 520 Group are Barry McComic and Mark Daitch.

(3)

Includes 625,000 shares of common stock issuable upon the exercise of a currently exercisable warrant.

(4)

The sole trustee of each of The Price Family Charitable Trust and the Sol & Helen Price Trust is Sol Price.

(5)

The managers of The Price Group are Sol Price, Robert E. Price, James F. Cahill, Jack McGrory, Murray Galinson, Kathy Hillan and Joseph R. Satz.

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(6)

Includes 58,419 shares of common stock issuable upon the exercise of a currently exercisable warrant.

(7)

The trustees of each of the Robert & Allison Price Trust and the Robert & Allison Price Charitable Trust are Robert E. Price and Allison Price.

(8)

The executive officers and directors of The Price Family Charitable Fund are Messrs. S. Price, R. Price, Cahill, McGrory, Galinson and Satz and Allison Price, Helen Price, William Gorham and Kathy Hillan.

(9)

The executive officers and directors of San Diego Revitalization Corp. are Messrs. S. Price, R. Price, Cahill, McGrory, Galinson, Gorham and Satz and Ms. A. Price and Ms. Hillan.

(10)

The manager of TPG Sherman is The Price Group.

(11)

High Rise Institutional Partners, L.P. ("HRIP") is a private investment partnership, the sole general partner of which is High Rise Capital Advisors, L.L.C. (the "General Partner"). As the sole general partner of HRIP, the General Partner has the right to vote and dispose of the securities owned by HRIP and, accordingly may be deemed the beneficial owner of such securities. The managing members of the General Partner are Arthur Zankel and David O'Connor. The foregoing should not be construed in and of itself as an admission by any of the General Partner, Arthur Zankel or David O'Connor as to beneficial ownership of the shares owned by HRIP.

(12)

Pursuant to an investment advisory contract, High Rise Capital Management, L.P. currently has the power to vote and dispose of the securities held for the account of certain managed accounts, including Folksamerica Reinsurance Company and, accordingly, may be deemed the beneficial owners of such securities. The general partner of High Rise Capital Management, L.P. is Zankel Management GP, L.L.C. Arthur Zankel is the managing member of Zankel Management GP L.L.C. David O'Connor is the President of High Rise Capital Management, L.P. and shares investment duties with Mr. Zankel. The foregoing should not be construed in and of itself as an admission by any of High Rise Capital Management, L.P., Zankel Management GP, L.L.C., Arthur Zankel or David O'Connor as to beneficial ownership of the shares owned by Folksamerica Reinsurance Company.

(13)

High Rise Partners II, L.P. ("HRP") is a private investment partnership, the sole general partner of which is the General Partner. As the sole general partner of HRP, the General Partner has the right to vote and dispose of the securities owned by HRP and, accordingly may be deemed the beneficial owner of such securities. The managing members of the General Partner are Arthur Zankel and David O'Connor. The foregoing should not be construed in and of itself as an admission by any of the General Partner, Arthur Zankel or David O'Connor as to beneficial ownership of the shares owned by HRP.

(14)

The sole general partner of Tyndall Partners, L.P. ("Tyndall Partners") is Tyndall Capital Partners, L.P. (the "Tyndall General Partner"). As the sole general partner of Tyndall Partners, the Tyndall General Partner has the right to vote and dispose of securities owned by Tyndall Partners and, accordingly may be deemed the beneficial owner of such securities. Jeffrey Management, LLC is the general partner of the Tyndall General Partner. Jeffrey S. Halis is the sole member of Jeffrey Management, LLC. The foregoing should not be construed in and of itself as an admission by the Tyndall General Partner, Jeffrey Management, LLC or Jeffrey S. Halis as to beneficial ownership of the shares owned by Tyndall Partners.

(15)

Pursuant to an investment advisory contract, High Rise Capital Management, L.P. currently has the power to vote and dispose of the securities held for the account of certain managed accounts, including St. Paul Insurance Co., and, accordingly, may be deemed the beneficial owners of such securities. The general partner of High Rise Capital Management, L.P. is Zankel Management GP, L.L.C. Arthur Zankel is the managing member of Zankel Management GP L.L.C. David O'Connor is the President of High Rise Capital Management, L.P. and shares investment duties with Mr. Zankel. The foregoing should not be construed in and of itself as an admission by any of High Rise Capital Management, L.P., Zankel Management GP, L.L.C., Arthur Zankel or David O'Connor as to beneficial ownership of the shares owned by St. Paul Insurance Co..

(16)

Cedar Bridge Realty Fund, L.P. ("CBR") is a private investment partnership, the sole general partner of which is Bridge Realty Advisors, L.L.C. (the "CB General Partner"). As the sole general partner of CBR, the CB General Partner has the right to vote and dispose of the securities owned by CBR and, accordingly may be deemed the beneficial owner of such securities. The managing member of the CB General Partner is the General Partner. The managing members of the General Partner are Arthur Zankel and David O'Connor. The foregoing should not be construed in and of itself as an admission by any of the CB General Partner, the General Partner, Arthur Zankel or David O'Connor as to beneficial ownership of the shares owned by CBR.

(17)

The sole general partner of Tyndall Institutional Partners, L.P. ("TIP") is the 'Tyndall General Partner. As the sole general partner of TIP, the Tyndall General Partner has the right to vote and dispose of securities owned by TIP and, accordingly may be deemed the beneficial owner of such securities. Jeffrey Management, LLC is

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the general partner of the Tyndall General Partner. Jeffrey S. Halis is the sole member of Jeffrey Management, LLC . The foregoing should not be construed in and of itself as an admission by the Tyndall General Partner, Jeffrey Management, LLC or Jeffrey S. Halis as to beneficial ownership of the shares owned by TIP.

(18)

Cedar Bridge Institutional Partners, L.P. ("CBI") is a private investment partnership, the sole general partner of which is the CB General Partner. As the sole general partner of CBI, the CB General Partner has the right to vote and dispose of the securities owned by CBI and, accordingly may be deemed the beneficial owner of such securities. The managing member of the CB General Partner is the General Partner. The managing members of the General Partner are Arthur Zankel and David O'Connor. The foregoing should not be construed in and of itself as an admission by any of the CB General Partner, the General Partner, Arthur Zankel or David O'Connor as to beneficial ownership of the shares owned by CBI.

        As part of The 520 Group's purchase of shares of our capital stock in January 2004, we entered into an amended and restated registration rights agreement with The 520 Group in which we agreed, among other things, to file a registration statement covering the shares of common stock held by The 520 Group. Other selling stockholders also are parties to the registration rights agreement, under which they have the right to request that their shares of common stock be included in any registration by us of any of our equity securities, and they have exercised this right to include their shares in the registration statement of which this prospectus forms a part. In addition, we determined to include in the registration statement of which this prospectus forms a part the shares of common stock being offered by the remaining selling stockholders.

        The selling stockholders do not have any position, office or other material relationship with us or any of our affiliates, nor have they had any position, office or material relationship with us or any of our affiliates within the past three years, except their participation in the recapitalization transaction described above and the merger with Excel Legacy in September 2001 and that:

•

Jack McGrory, Chairman, President and Chief Executive Officer of Price Legacy, James F. Cahill and Murray Galinson, each a director of Price Legacy, and Sol Price and Robert Price, significant stockholders of Price Legacy, are co-managers of The Price Group and executive officers and directors of The Price Family Charitable Fund and San Diego Revitalization Corp.,



•

Mr. S. Price is the sole trustee of each of The Price Family Charitable Trust and the Sol & Helen Price Trust, and



•

Mr. R. Price is a trustee of each of the Robert & Allison Price Trust and the Robert & Allison Price Charitable Trust.

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