LAZY HOLLOW
                              8782 CLOUDLEAP COURT
                               COLUMBIA, MARYLAND

                                 MARKET VALUE -
                                FEE SIMPLE ESTATE

                              AS OF APRIL 25, 2003

                                  PREPARED FOR:

                   APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                                     (AIMCO)
                C/O LINER YANKELEVITZ SUNSHINE & REGENSTREIF LLP

                                        &

                       LIEFF CABRASER HEIMANN & BERNSTEIN
                          ON BEHALF OF NUANES, ET. AL.

                                         [AMERICAN APPRAISAL ASSOCIATES(R) LOGO]



                 [AMERICAN APPRAISAL ASSOCIATES(R) LETTERHEAD]

                                                                   JUNE 27, 2003

Apartment Investment and Management
Company ("AIMCO") c/o
Mr. Steven A. Velkei, Esq.
Liner Yankelevitz Sunshine & Regenstreif LLP
1100 Glendon Avenue, 14th Floor
Los Angeles, California 90024-3503

Nuanes, et al.("Plaintiffs") c/o
Ms. Joy Kruse
Lieff Cabraser Heimann & Bernstein
Embarcadero Center West
275 Battery Street, 30th Floor
San Francisco, California 94111

RE:    LAZY HOLLOW
       8782 CLOUDLEAP COURT
       COLUMBIA, HOWARD COUNTY, MARYLAND

In accordance with your authorization, we have completed the appraisal of the
above-referenced property. This complete appraisal is intended to report our
analysis and conclusions in a summary format.

The subject property consists of an apartment project having 178 units with a
total of 176,972 square feet of rentable area. The improvements were built in
1978. The improvements are situated on 9.53 acres. Overall, the improvements are
in average condition. As of the date of this appraisal, the subject property is
95% occupied.

It is our understanding the appraisal will be used by the clients to assist the
San Mateo Superior Court in the settlement of litigation between the above
mentioned clients. The appraisal is intended to conform to the Uniform Standards
of Professional Appraisal Practice ("USPAP") as promulgated by the Appraisal
Standards Board of the Appraisal Foundation and the Code of Professional Ethics
and Standards of Professional Practice of the Appraisal Institute. The appraisal
is presented in a summary report, and the Departure Provision of USPAP has not
been invoked in this appraisal. It is entirely inappropriate to use this value
conclusion or the report for any purpose other than the one stated.



AMERICAN APPRAISAL ASSOCIATES, INC.                 LETTER OF TRANSMITTAL PAGE 2
LAZY HOLLOW, COLUMBIA, MARYLAND

The opinions expressed in this appraisal cover letter can only be completely
understood by reading the narrative report, addenda, and other data, which is
attached. The appraisal is subject to the attached general assumptions and
limiting conditions and general service conditions.

As a result of our investigation, it is our opinion that the fee simple market
value of the subject, effective April 25, 2003 is:

                                                  ($13,000,000)

                                          Respectfully submitted,
                                          AMERICAN APPRAISAL ASSOCIATES, INC.

                                          -s- Brian Johnson
                                          -----------------
June 27, 2003                             Brian Johnson, MAI
#053272                                   Managing Principal, Real Estate Group

Report By:
Jonathan Hackerman



AMERICAN APPRAISAL ASSOCIATES, INC.                     TABLE OF CONTENTS PAGE 3
LAZY HOLLOW, COLUMBIA, MARYLAND

                                TABLE OF CONTENTS


                                                                             
Cover
Letter of Transmittal
Table of Contents

                                 APPRAISAL DATA

Executive Summary .........................................................      4
Introduction ..............................................................      9
Area Analysis .............................................................     11
Market Analysis ...........................................................     14
Site Analysis .............................................................     16
Improvement Analysis ......................................................     16
Highest and Best Use ......................................................     17

                                    VALUATION

Valuation Procedure .......................................................     18
Sales Comparison Approach .................................................     20
Income Capitalization Approach ............................................     26
Reconciliation and Conclusion .............................................     37

                                     ADDENDA

Exhibit A - Photographs of Subject Property
Exhibit B - Summary of Rent Comparables and Photograph of Comparables
Exhibit C - Assumptions and Limiting Conditions
Exhibit D - Certificate of Appraiser
Exhibit E - Qualifications
General Service Conditions



AMERICAN APPRAISAL ASSOCIATES, INC.                     EXECUTIVE SUMMARY PAGE 4
LAZY HOLLOW, COLUMBIA, MARYLAND

                                EXECUTIVE SUMMARY

PART ONE - PROPERTY DESCRIPTION

PROPERTY NAME:                    Lazy Hollow
LOCATION:                         8782 Cloudleap Court
                                  Columbia, Maryland

INTENDED USE OF ASSIGNMENT:       Court Settlement
PURPOSE OF APPRAISAL:             "As Is" Market Value of the Fee Simple Estate
INTEREST APPRAISED:               Fee simple estate

DATE OF VALUE:                    April 25, 2003
DATE OF REPORT:                   June 27, 2003

PHYSICAL DESCRIPTION - SITE & IMPROVEMENTS:
SITE:
      Size:                       9.53 acres, or 415,127 square feet
      Assessor Parcel No.:        16-101087
      Floodplain:                 Community Panel No. 240044 0034 B (December 4,
                                  1986)
                                  Flood Zone C, an area outside the floodplain.
      Zoning:                     NT (New Town)

BUILDING:
      No. of Units:               178 Units
      Total NRA:                  176,972 Square Feet
      Average Unit Size:          994 Square Feet
      Apartment Density:          18.7 units per acre
      Year Built:                 1978

UNIT MIX AND MARKET RENT:

                         GROSS RENTAL INCOME PROJECTION



                                       Market Rent
                      Square       --------------------    Monthly         Annual
 Unit Type             Feet        Per Unit      Per SF     Income         Income
- -----------------------------------------------------------------------------------
                                                          
1Br/1Ba-A1              820          $  890      $1.09     $ 25,810      $  309,720
1Br/1Ba - A2            882          $  900      $1.02     $ 17,100      $  205,200
2Br/1Ba - B1            993          $  960      $0.97     $ 46,080      $  552,960
2Br/2Ba - B2          1,085          $  990      $0.91     $ 21,780      $  261,360
2Br/2Ba - B3          1,009          $1,000      $0.99     $ 40,000      $  480,000
3Bd/2Ba - C1          1,227          $1,180      $0.96     $ 23,600      $  283,200
                                                           ------------------------
                                                 Total     $174,370      $2,092,440
                                                           ========================


OCCUPANCY:                        95%
ECONOMIC LIFE:                    45 Years



AMERICAN APPRAISAL ASSOCIATES, INC.                     EXECUTIVE SUMMARY PAGE 5
LAZY HOLLOW, COLUMBIA, MARYLAND

EFFECTIVE AGE:                    15 Years
REMAINING ECONOMIC LIFE:          30 Years
SUBJECT PHOTOGRAPHS AND LOCATION MAP:

                              SUBJECT PHOTOGRAPHS

         [PICTURE]                                       [PICTURE]

EXTERIOR - APARTMENT BUILDING                   EXTERIOR - LANDSCAPE & PARKING

                                    AREA MAP

                                     [MAP]



AMERICAN APPRAISAL ASSOCIATES, INC.                     EXECUTIVE SUMMARY PAGE 6
LAZY HOLLOW, COLUMBIA, MARYLAND

                                NEIGHBORHOOD MAP

                                     [MAP]

HIGHEST AND BEST USE:
      As Vacant:                  Hold for future multi-family development
      As Improved:                Continuation as its current use

METHOD OF VALUATION:              In this instance, the Sales Comparison and
                                  Income Approaches to value were utilized.



AMERICAN APPRAISAL ASSOCIATES, INC.                     EXECUTIVE SUMMARY PAGE 7
LAZY HOLLOW, COLUMBIA, MARYLAND

PART TWO - ECONOMIC INDICATORS

INCOME CAPITALIZATION APPROACH



       DIRECT CAPITALIZATION                         Amount                  $/Unit
       ---------------------                         ------                  ------
                                                                                          
Potential Rental Income                              $2,092,440              $11,755
Effective Gross Income                               $1,964,205              $11,035
Operating Expenses                                   $752,422                $4,227                38.3% of EGI
Net Operating Income:                                $1,176,183              $6,608

Capitalization Rate                                  8.75%
DIRECT CAPITALIZATION VALUE                          $13,300,000  *          $74,719 / UNIT

DISCOUNTED CASH FLOW ANALYSIS:
Holding Period                                       10 years
2002 Economic Vacancy                                5%
Stabilized Vacancy & Collection Loss:                8%
Lease-up / Stabilization Period                      N/A
Terminal Capitalization Rate                         9.25%
Discount Rate                                        11.25%
Selling Costs                                        2.00%
Growth Rates:
       Income                                        3.00%
       Expenses:                                     3.00%
DISCOUNTED CASH FLOW VALUE                           $13,700,000  *          $76,966 / UNIT

RECONCILED INCOME CAPITALIZATION VALUE               $13,600,000             $76,404 / UNIT


SALES COMPARISON APPROACH


                                                  
PRICE PER UNIT:
       Range of Sales $/Unit (Unadjusted)            $49,592 to $118,258
       Range of Sales $/Unit (Adjusted)              $61,296 to $70,955
VALUE INDICATION - PRICE PER UNIT                    $11,600,000  *          $65,169 / UNIT

EGIM ANALYSIS
       Range of EGIMs from Improved Sales            6.11 to 9.52
       Selected EGIM for Subject                     6.50
       Subject's Projected EGI                       $1,964,205
EGIM ANALYSIS CONCLUSION                             $12,600,000  *          $70,787 / UNIT

NOI PER UNIT ANALYSIS CONCLUSION                     $12,300,000  *          $69,101 / UNIT

RECONCILED SALES COMPARISON VALUE                    $12,300,000             $69,101 / UNIT


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

* Value indications are after adjustments for concessions, deferred maintenance,
excess land and lease-up costs, if any.



AMERICAN APPRAISAL ASSOCIATES, INC.                     EXECUTIVE SUMMARY PAGE 8
LAZY HOLLOW, COLUMBIA, MARYLAND

PART THREE - SUMMARY OF VALUE CONCLUSIONS


                                                                   
SALES COMPARISON APPROACH:
      Price Per Unit                                 $11,600,000
      NOI Per Unit                                   $12,300,000
      EGIM Multiplier                                $12,600,000
INDICATED VALUE BY SALES COMPARISON                  $12,300,000         $69,101 / UNIT

INCOME APPROACH:
      Direct Capitalization Method:                  $13,300,000
      Discounted Cash Flow Method:                   $13,700,000
INDICATED VALUE BY THE INCOME APPROACH               $13,600,000         $76,404 / UNIT

RECONCILED OVERALL VALUE CONCLUSION:                 $13,000,000         $73,034 / UNIT




AMERICAN APPRAISAL ASSOCIATES, INC.                          INTRODUCTION PAGE 9
LAZY HOLLOW, COLUMBIA, MARYLAND

                                  INTRODUCTION

IDENTIFICATION OF THE SUBJECT

The subject property is located at 8782 Cloudleap Court, Columbia, Howard
County, Maryland. Columbia identifies it as 16-101087.

SCOPE OF THE ASSIGNMENT

The property, neighborhood, and comparables were inspected by Jonathan Hackerman
on April 25, 2003. Brian Johnson, MAI has not made a personal inspection of the
subject property. Jonathan Hackerman performed the research, valuation analysis
and wrote the report. Brian Johnson, MAI reviewed the report and concurs with
the value. Both Brian Johnson, MAI and Jonathan Hackerman have extensive
experience in appraising similar properties and meet the USPAP competency
provision.

The scope of this investigation comprises the inspection of the property and the
collection, verification, and analysis of general and specific data pertinent to
the subject property. We have researched current improved sales and leases of
similar properties, analyzing them as to their comparability, and adjusting them
accordingly. We completed the Sales Comparison and Income Capitalization
Approaches to value. From these approaches to value, a concluded overall value
was made.

DATE OF VALUE AND REPORT

This appraisal was made to express the opinion of value as of April 25, 2003.
The date of the report is June 27, 2003.

PURPOSE AND USE OF APPRAISAL

The purpose of the appraisal is to estimate the market value of the fee simple
interest in the subject property. It is understood that the appraisal is
intended to assist the clients in litigation settlement proceedings. The
appraisal was not based on a requested minimum valuation, a specific valuation,
or the approval of a loan.

PROPERTY RIGHTS APPRAISED

We have appraised the Fee Simple Estate in the subject property (as applied in
the Sales & Income Approaches), subject to the existing short-term leases. A Fee
Simple Estate is



AMERICAN APPRAISAL ASSOCIATES, INC.                         INTRODUCTION PAGE 10
LAZY HOLLOW, COLUMBIA, MARYLAND

defined in The Dictionary of Real Estate Appraisal, 3rd ed. (Chicago: Appraisal
Institute, 1993), as:

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

MARKETING/EXPOSURE PERIOD

       MARKETING PERIOD:          6 to 12 months
       EXPOSURE PERIOD:           6 to 12 months

HISTORY OF THE PROPERTY

Ownership in the subject property is currently vested in Lazy Hollow Partners
C/O Eproperty Tax. To the best of our knowledge, no transfers of ownership or
offers to purchase the subject are known to have occurred during the past three
years.



AMERICAN APPRAISAL ASSOCIATES, INC.                        AREA ANALYSIS PAGE 11
LAZY HOLLOW, COLUMBIA, MARYLAND

                          AREA / NEIGHBORHOOD ANALYSIS

NEIGHBORHOOD ANALYSIS

A neighborhood is a group of complementary land uses. The function of the
neighborhood analysis is to describe the immediate surrounding environs. The
subject is located in the city of Columbia, Maryland. Overall, the neighborhood
is characterized as a suburban setting with the predominant land use being
residential. The subject's neighborhood is generally defined by the following
boundaries.

NEIGHBORHOOD BOUNDARIES

East   - Waterloo Road
West   - Route 175
South  - Route 175
North  - The Village of Long Reach

MAJOR EMPLOYERS

Major employers in the subject's area include educational and healthcare as the
main source of employment in the area. The overall economic outlook for the area
is considered favorable.

DEMOGRAPHICS

We have reviewed demographic data within the neighborhood. The following table
summarizes the key data points.



AMERICAN APPRAISAL ASSOCIATES, INC.                        AREA ANALYSIS PAGE 12
LAZY HOLLOW, COLUMBIA, MARYLAND

                            NEIGHBORHOOD DEMOGRAPHICS



                                                    AREA
                                -------------------------------------------
         CATEGORY               1-MI. RADIUS    3-MI. RADIUS   5-MI. RADIUS        MSA
- ------------------------------------------------------------------------------------------
                                                                   
POPULATION TRENDS
Current Population                  14,632          81,011         167,025      2,567,693
5-Year Population                   15,805          90,007         181,848      2,640,264
% Change CY-5Y                         8.0%           11.1%            8.9%           2.8%
Annual Change CY-5Y                    1.6%            2.2%            1.8%           0.6%

HOUSEHOLDS
Current Households                   5,882          31,533          63,128        986,581
5-Year Projected Households          6,436          35,150          69,403      1,028,973
% Change CY - 5Y                       9.4%           11.5%            9.9%           4.3%
Annual Change CY-5Y                    1.9%            2.3%            2.0%           0.9%

INCOME TRENDS
Median Household Income         $   86,579      $   90,656      $   91,729     $   56,893
Per Capita Income               $   30,853      $   31,669      $   32,285     $   25,151
Average Household Income        $   79,675      $   81,748      $   85,343     $   65,432


Source: Demographics Now

The subject neighborhood's population is expected to show increases above that
of the region. The immediate market offers superior income levels as compared to
the broader market.

The following table illustrates the housing statistics in the subject's
immediate area, as well as the MSA region.

                                 HOUSING TRENDS



                                                         AREA
                                    ----------------------------------------------
         CATEGORY                   1-MI. RADIUS      3-MI. RADIUS    5-MI. RADIUS       MSA
- ----------------------------------------------------------------------------------------------
                                                                            
HOUSING TRENDS
% of Households Renting                29.85%            27.41%          26.43%         30.53%
5-Year Projected % Renting             29.73%            27.28%          26.35%         29.34%

% of Households Owning                 62.45%            67.51%          68.72%         63.19%
5-Year Projected % Owning              63.28%            68.00%          69.02%         64.65%


Source: Demographics Now


AMERICAN APPRAISAL ASSOCIATES, INC.                        AREA ANALYSIS PAGE 13
LAZY HOLLOW, COLUMBIA, MARYLAND

SURROUNDING IMPROVEMENTS

The following uses surround the subject property:

North  - Sierra Woods Apts.
South  - Long Reach Village Center
East   - Bantanna Woods Apts.
West   - Vacant wooded land/ Route 175

CONCLUSIONS

The subject is well located within the city of Columbia. The neighborhood is
characterized as being mostly suburban in nature and is currently in the growth
stage of development. The economic outlook for the neighborhood is judged to be
favorable with a good economic base.



AMERICAN APPRAISAL ASSOCIATES, INC.                      MARKET ANALYSIS PAGE 14
LAZY HOLLOW, COLUMBIA, MARYLAND

                                 MARKET ANALYSIS

The subject property is located in the city of Columbia in Howard County. The
overall pace of development in the subject's market is more or less stable.
There has not been any recent construction. However, Bentana Apartment complex
has recently made upgrades to the interior of the units. The following table
illustrates historical vacancy rates for the subject's market.

                             HISTORICAL VACANCY RATE



Period          Region          Submarket
- -----------------------------------------
                          
4Q01            3.1%             2.9%
1Q02            3.4%             3.2%
2Q02            3.9%             3.8%
3Q02            4.0%             4.0%
4Q02            4.1%             4.2%
1Q03            4.9%             4.6%


Source: REIS

Occupancy trends in the subject's market are decreasing. Historically speaking,
the subject's submarket has outperformed the overall market. The submarket has
historically enjoyed lower vacancy rates than the region. Columbia enjoys a
great location being between Baltimore and Washington DC and has excellent
roadways which allows for quick transportation to points all over Maryland.
Columbia has also outperformed other areas inside Howard County. The following
chart shows the average asking rents in the Columbia area.

Market rents in the subject's market have been following a stable trend. The
following table illustrates historical rental rates for the subject's market.

                             HISTORICAL AVERAGE RENT



Period       Region         % Change        Submarket       % Change
- --------------------------------------------------------------------
                                                
3Q02          N/A               -             $956              -
4Q02          N/A             N/A             $938           -1.9%
1Q03          N/A             N/A             $977            4.2%


Source: REIS

The following table illustrates a summary of the subject's competitive set.



AMERICAN APPRAISAL ASSOCIATES, INC.                      MARKET ANALYSIS PAGE 15
LAZY HOLLOW, COLUMBIA, MARYLAND

                             COMPETITIVE PROPERTIES



   No.           Property Name            Units     Ocpy.     Year Built        Proximity to subject
- -------------------------------------------------------------------------------------------------------
                                                             
  R-1        Autumn Crest                  300      100%       1972         5-miles west of the subject
  R-2        Cedar Valley                  157       84%       1973         5-miles west of the subject
  R-3        Bentana                       300       96%       1971         Next to subject
  R-4        Hannibal Grove Apartments     293       97%       1969         3-miles west of the subject
Subject      Lazy Hollow                   178       95%       1978


Growth in rents are expected to remain relatively stable in the next few years,
remaining around 3%. Vacancy rates also are expected to hold steady around the
5% to 6% in the near future.



AMERICAN APPRAISAL ASSOCIATES, INC.                 PROPERTY DESCRIPTION PAGE 16
LAZY HOLLOW, COLUMBIA, MARYLAND

                              PROPERTY DESCRIPTION

SITE ANALYSIS

  Site Area                       9.53 acres, or 415,127 square feet
  Shape                           Generally rectangular
  Topography                      Level
  Utilities                       All necessary utilities are available to the
                                  site.
  Soil Conditions                 Stable
  Easements Affecting Site        None other than typical utility easements
  Overall Site Appeal             Good
  Flood Zone:
     Community Panel              240044 0034 B, dated December 4, 1986
     Flood Zone                   Zone C
  Zoning                          NT, the subject improvements represent a legal
                                  conforming use of the site.

REAL ESTATE TAXES



                                         ASSESSED VALUE - 2003
                              ---------------------------------------------         TAX RATE /        PROPERTY
PARCEL NUMBER                    LAND            BUILDING           TOTAL           MILL RATE          TAXES
- --------------------------------------------------------------------------------------------------------------
                                                                                       
16-101087                     $2,490,700        $6,825,000        $9,315,700        $0.01341          $124,970


IMPROVEMENT ANALYSIS

  Year Built                      1978
  Number of Units                 178
  Net Rentable Area               176,972 Square Feet
  Construction:
    Foundation                    Concrete block wall
    Frame                         Heavy or light wood
    Exterior Walls                Brick or masonry
    Roof                          Composition shingle over a wood truss
                                  structure
  Project Amenities               Amenities at the subject include a volleyball
                                  court, playground, barbeque equipment,
                                  business office, and parking area.
  Unit Amenities                  Individual unit amenities include a balcony,
                                  cable TV connection, and washer dryer
                                  connection. Appliances available in each unit
                                  include a refrigerator, stove, dishwasher,
                                  garbage disposal, washer/dryer, and oven.



AMERICAN APPRAISAL ASSOCIATES, INC.                 PROPERTY DESCRIPTION PAGE 17
LAZY HOLLOW, COLUMBIA, MARYLAND

Unit Mix:



                                                Unit Area
 Unit Type            Number of Units           (Sq. Ft.)
- ---------------------------------------------------------
                                          
1Br/1Ba-A1                  29                      820
1Br/1Ba - A2                19                      882
2Br/1Ba - B1                48                      993
2Br/2Ba - B2                22                    1,085
2Br/2Ba - B3                40                    1,009
3Bd/2Ba - C1                20                    1,227


Overall Condition               Average
Effective Age                   15 years
Economic Life                   45 years
Remaining Economic Life         30 years
Deferred Maintenance            None

HIGHEST AND BEST USE ANALYSIS

In accordance with the definition of highest and best use, an analysis of the
site relating to its legal uses, physical possibilities, and financial
feasibility is appropriate. The highest and best use as vacant is to hold for
future multi-family development. The subject improvements were constructed in
1978 and consist of a 178-unit multifamily project. The highest and best use as
improved is for a continued multifamily use. Overall, the highest and best use
of the subject property is the continued use of the existing apartment project.



AMERICAN APPRAISAL ASSOCIATES, INC.                  VALUATION PROCEDURE PAGE 18
LAZY HOLLOW, COLUMBIA, MARYLAND

                             THE VALUATION PROCEDURE

There are three traditional approaches, which can be employed in establishing
the market value of the subject property. These approaches and their
applicability to the valuation of the subject are summarized as follows:

THE COST APPROACH

The application of the Cost Approach is based on the principle of substitution.
This principle may be stated as follows: no one is justified in paying more for
a property than that amount by which he or she can obtain, by purchase of a site
and construction of a building, without undue delay, a property of equal
desirability and utility. In the case of a new building, no deficiencies in the
building should exist.

In the case of income-producing real estate, the cost of construction plays a
minor and relatively insignificant role in determining market value. The Cost
Approach is typically only a reliable indicator of value for: (a) new
properties; (b) special use properties; and (c) where the cost of reproducing
the improvements is easily and accurately quantified and there is no economic
obsolescence. In all instances, the issue of an appropriate entrepreneurial
profit - the reward for undertaking the risk of construction, remains a highly
subjective factor especially in a market lacking significant speculative
development.

THE SALES COMPARISON APPROACH

The Sales Comparison Approach is an estimate of value based upon a process of
comparing recent sales of similar properties in the surrounding or competing
areas to the subject property. Inherent in this approach is the principle of
substitution.

The application of this approach consists of comparing the subject property with
similar properties of the same general type, which have been sold recently or
currently are available for sale in competing areas. This comparative process
involves judgment as to the similarity of the subject property and the
comparable sale with respect to many value factors such as location, contract
rent levels, quality of construction, reputation and prestige, age and
condition, among others. The estimated value through this approach represents
the probable price at which a willing seller would sell the subject property to
a willing and knowledgeable buyer as of the date of value.



AMERICAN APPRAISAL ASSOCIATES, INC.                  VALUATION PROCEDURE PAGE 19
LAZY HOLLOW, COLUMBIA, MARYLAND

THE INCOME CAPITALIZATION APPROACH

The theory of the Income Capitalization Approach is based on the premise that
present value is the value of the cash flow and reversionary value the property
will produce over a reasonable holding (ownership) period.

The Discounted Cash Flow Analysis will convert equity cash flows (including cash
flows and equity reversion) into a present value utilizing an internal rate of
return (or discount rate). The Internal Rate of Return (IRR) will be derived
from a comparison of alternate investments, a comparative analysis of IRR's used
by recent buyers of similar properties, and a review of published industry
surveys.

The Direct Capitalization Analysis converts one year of income into an overall
value using overall capitalization rates from similar sales. The overall rates
take into consideration buyers assumptions of the market over the long-term.

The results of the Income Capitalization Analysis are usually the primary value
indicator for income producing properties. Investors expect a reasonable rate of
return on their equity investment based on the ownership risks involved; this
approach closely parallels the investment decision process.

RECONCILIATION

In this instance, we have completed the Sales Comparison and Income
Capitalization Approaches to value. As an income producing property, the income
approach is a primary approach to value. The Sales Comparison Approach is also
considered reliable as investors are buying similar buildings in the market.

Our research indicates that market participants are generally not buying,
selling, investing, or lending with reliance placed on the methodology of the
Cost Approach to establish the value. Therefore, we have decided that the Cost
Approach is not a reliable indicator of value for the subject, and this approach
has not been utilized.



AMERICAN APPRAISAL ASSOCIATES, INC.            SALES COMPARISON APPROACH PAGE 20
LAZY HOLLOW, COLUMBIA, MARYLAND

                            SALES COMPARISON APPROACH

Use of market or comparable sales requires the collection and analysis of
comparable sales data. Similar properties recently sold are compared to the
subject and adjusted based on any perceived differences. This method is based on
the premise that the costs of acquiring a substitute property would tend to
establish a value for the subject property. The premise suggests that if a
substitute is unavailable in the market, the reliability of the approach may be
subordinate to the other approaches.

The reliance on substitute properties produces shortcomings in the validity of
this approach. Geographic and demographic characteristics from each submarket
restrict which sales may be selected. Recent sales with a similar physical
characteristics, income levels, and location are usually limited. The sales we
have identified, however, do establish general valuation parameters as well as
provide support to our conclusion derived through the income approach method.

The standard unit of comparison among similar properties is the sales price per
unit and price per square foot of net rentable area. To accurately adjust prices
to satisfy the requirements of the sales comparison approach, numerous
calculations and highly subjective judgments would be required including
consideration of numerous income and expense details for which information may
be unreliable or unknown. The sales price per unit and square foot are
considered relevant to the investment decision, but primarily as a parameter
against which value estimates derived through the income approach can be judged
and compared.

In examining the comparable sales, we have applied a subjective adjustment
analysis, which includes specific adjustments derived from our experience and
consulting with the market participants.

SALES COMPARISON ANALYSIS

Detailed on the following pages are sales transactions involving properties
located in the subject's competitive investment market.

Photographs of the sale transactions are located in the Addenda. Following the
summary of sales is an adjustment grid that is used to arrive at a value.


AMERICAN APPRAISAL ASSOCIATES, INC.            SALES COMPARISON APPROACH PAGE 21
LAZY HOLLOW, COLUMBIA, MARYLAND

SUMMARY OF COMPARABLE SALES -IMPROVED



         DESCRIPTION                        SUBJECT                        COMPARABLE                          COMPARABLE
                                                                              I - 1                               I - 2
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                           
  Property Name                    Lazy Hollow                   Normandy Woods                     The Reserve
LOCATION:
  Address                          8782 Cloudleap Court          3207 Wheaton Way                   7030 Gentle Shade
  City, State                      Columbia, Maryland            Ellicot City, MD                   Columbia, MD
  County                           Howard                        Howard                             Howard
PHYSICAL CHARACTERISTICS:
  Net Rentable Area (SF)           176,972                       694,430                            194,400
  Year Built                       1978                          1973-84                            1999
  Number of Units                  178                           858                                200
  Unit Mix:                            Type            Total      Type                    Total       Type                    Total
                                   1Br/1Ba-A1           29       1Br/1Ba                   444      1Br/1Ba                     49
                                   1Br/1Ba - A2         19       2Br/1Ba                   414      2Br/1Ba                    104
                                   2Br/1Ba - B1         48                                          3Br/2Ba                     47
                                   2Br/2Ba - B2         22
                                   2Br/2Ba - B3         40
                                   3Bd/2Ba - C1         20
  Average Unit Size (SF)           994                           809                                972
  Land Area (Acre)                 9.5300                        58.4000                            9.5800
  Density (Units/Acre)             18.7                          14.7                               20.9
  Parking Ratio (Spaces/Unit)      1.44                          N/A                                2.25
  Parking Type (Gr., Cov., etc.)   Garage, Open Covered          Open                               Open
CONDITION:                         Good                          Good                               Good
APPEAL:                            Average                       Average                            Good
AMENITIES:
  Pool/Spa                         No/No                         Yes/No                             Yes/No
  Gym Room                         No                            Yes                                No
  Laundry Room                     No                            Yes                                No
  Secured Parking                  No                            No                                 No
  Sport Courts                     No                            Yes                                Yes
  Washer/Dryer Connection          Yes                           Yes                                Yes
  Other
  Other
OCCUPANCY:                         95%                           94%                                92%
TRANSACTION DATA:
  Sale Date                                                      August, 2002                       June, 2000
  Sale Price ($)                                                 $42,550,000                        $21,250,000
  Grantor                                                        Security Mgmt.                     Gateway Commons LLC
  Grantee                                                        Charleston Manor II                TGM Stonehaven, Inc.
  Sale Documentation                                             Book 6344 Page 195                 Book 5130 Page 357
  Verification                                                   Representative of Grantee          Buyer
  Telephone Number                                               (301) 479-1600                     (212) 830-9300
ESTIMATED PRO-FORMA:                                               Total $     $/Unit     $/SF        Total $        $/Unit   $/SF
  Potential Gross Income                                         $7,375,894    $8,597    $10.62      $2,500,800     $12,504  $12.86
  Vacancy/Credit Loss                                            $  417,465    $  487    $ 0.60      $  200,064     $ 1,000  $ 1.03
  Effective Gross Income                                         $6,958,429    $8,110    $10.02      $2,300,736     $11,504  $11.84
  Operating Expenses                                             $2,740,066    $3,194    $ 3.95      $  512,738     $ 2,564  $ 2.64
  Net Operating Income                                           $4,218,363    $4,917    $ 6.07      $1,787,998     $ 8,940  $ 9.20
NOTES:                                                           This was part of a portfolio       Contains a total of 8
                                                                 transaction.                       buildings, 7 of which include
                                                                                                    apartments.
  PRICE PER UNIT                                                              $49,592                           $106,250
  PRICE PER SQUARE FOOT                                                       $ 61.27                           $ 109.31
  EXPENSE RATIO                                                                  39.4%                              22.3%
  EGIM                                                                           6.11                               9.24
  OVERALL CAP RATE                                                               9.91%                              8.41%
  Cap Rate based on Pro Forma or Actual Income?                               ACTUAL                              PRO FORMA


         DESCRIPTION                              COMPARABLE                        COMPARABLE
                                                     I - 3                             I - 4
- ---------------------------------------------------------------------------------------------------------
                                                                   
  Property Name                       Apartments @ Kendall Ridge         Summit Meadows
LOCATION:
  Address                             8399 Tamar Drive                   8600 Cobblefield
  City, State                         Columbia, MD                       Columbia, MD
  County                              Howard                             Howard
PHYSICAL CHARACTERISTICS:
  Net Rentable Area (SF)              173,880                            186,331
  Year Built                          1995                               1990
  Number of Units                     184                                178
  Unit Mix:                            Type                       Total   Type                      Total
                                      1Br/1Ba                       80   1Br/1Ba                      60
                                      2Br/1Ba                       26   2Br/1Ba                      43
                                      2Br/2Ba                       52   2Br/2Ba                      60
                                      3Bd/2Ba                       26   3Bd/1.75Ba                   15

  Average Unit Size (SF)              945                                1,047
  Land Area (Acre)                    12.0200                            10.8000
  Density (Units/Acre)                15.3                               16.5
  Parking Ratio (Spaces/Unit)         1.15                               1.21
  Parking Type (Gr., Cov., etc.)      Open, Garage                       Open
CONDITION:                            Good                               Good
APPEAL:                               Very Good                          Good
AMENITIES:
  Pool/Spa                            Yes/No                             Yes/No
  Gym Room                            Yes                                Yes
  Laundry Room                        Yes                                No
  Secured Parking                     No                                 No
  Sport Courts                        Yes                                No
  Washer/Dryer Connection             Yes                                Yes
  Other                               Playground
  Other
OCCUPANCY:                            95%                                93%
TRANSACTION DATA:
  Sale Date                           July, 2001                         November, 2002
  Sale Price ($)                      $19,300,000                        $21,050,000
  Grantor                             Archstone Communities              Summit Properties Part.
  Grantee                             Cigna Financial Services           UDR Maryland Properties
  Sale Documentation                  Book 5606 Page 133                 N/A
  Verification                        Confidential                       Representative of Buyer
  Telephone Number                                                       (804) 780-2691
ESTIMATED PRO-FORMA:                   Total $        $/Unit      $/SF    Total $        $/Unit     $/SF
  Potential Gross Income              $2,528,040     $13,739     $14.54  $2,378,340     $13,361    $12.76
  Vacancy/Credit Loss                 $  126,402     $   687     $ 0.73  $  166,484     $   935    $ 0.89
  Effective Gross Income              $2,401,638     $13,052     $13.81  $2,211,856     $12,426    $11.87
  Operating Expenses                  $  473,796     $ 2,575     $ 2.72  $  551,800     $ 3,100    $ 2.96
  Net Operating Income                $1,927,842     $10,477     $11.09  $1,660,056     $ 9,326    $ 8.91
NOTES:                                Contains 7 total buildings         None
                                      and is very appealing in
                                      physical appearance.
  PRICE PER UNIT                                   $104,891                           $118,258
  PRICE PER SQUARE FOOT                            $ 111.00                           $ 112.97
  EXPENSE RATIO                                        19.7%                              24.9%
  EGIM                                                 8.04                               9.52
  OVERALL CAP RATE                                     9.99%                              7.89%
  Cap Rate based on Pro Forma or Actual Income?   PRO FORMA                        PRO FORMA




AMERICAN APPRAISAL ASSOCIATES, INC.            SALES COMPARISON APPROACH PAGE 22
LAZY HOLLOW, COLUMBIA, MARYLAND

                               IMPROVED SALES MAP
                                      [MAP]

IMPROVED SALES ANALYSIS

The improved sales indicate a sales price range from $49,592 to $118,258 per
unit. Adjustments have been made to the sales to reflect differences in
location, age/condition and quality/appeal. Generally speaking, larger
properties typically have a lower price per unit when compared to smaller
properties, all else being equal. Similarly, those projects with a higher
average unit size will generally have a higher price per unit. After appropriate
adjustments are made, the improved sales demonstrate an adjusted range for the
subject from $61,296 to $70,955 per unit with a mean or average adjusted price
of $65,442 per unit. The median adjusted price is $64,758 per unit. Based on the
following analysis, we have concluded to a value of $66,000 per unit, which
results in an "as is" value of $11,600,000 (rounded after necessary adjustment,
if any).



AMERICAN APPRAISAL ASSOCIATES, INC.            SALES COMPARISON APPROACH PAGE 23
LAZY HOLLOW, COLUMBIA, MARYLAND

SALES ADJUSTMENT GRID



            DESCRIPTION                      SUBJECT                      COMPARABLE                               COMPARABLE
                                                                             I - 1                                    I - 2
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                             
  Property Name                        Lazy Hollow             Normandy Woods                         The Reserve
  Address                              8782 Cloudleap Court    3207 Wheaton Way                       7030 Gentle Shade
  City                                 Columbia, Maryland      Ellicot City, MD                       Columbia, MD
  Sale Date                                                    August, 2002                           June, 2000
  Sale Price ($)                                               $42,550,000                            $21,250,000
  Net Rentable Area (SF)               176,972                 694,430                                194,400
  Number of Units                      178                     858                                    200
  Price Per Unit                                               $49,592                                $106,250
  Year Built                           1978                    1973-84                                1999
  Land Area (Acre)                     9.5300                  58.4000                                9.5800
VALUE ADJUSTMENTS                          DESCRIPTION              DESCRIPTION             ADJ.            DESCRIPTION        ADJ.
  Property Rights Conveyed             Fee Simple Estate       Fee Simple Estate              0%      Fee Simple Estate          0%
  Financing                                                    Cash To Seller                 0%      Cash To Seller             0%
  Conditions of Sale                                           Arm's Length                   0%      Arm's Length               0%
  Date of Sale (Time)                                          August, 2002                   3%      June, 2000                10%
VALUE AFTER TRANS. ADJUST. ($/UNIT)                                         $51,080                             $116,875
  Location                                                     Superior                     -10%      Comparable                 0%
  Number of Units                      178                     858                           30%      200                        0%
  Quality / Appeal                     Good                    Comparable                     0%      Superior                 -20%
  Age / Condition                      1978                    1973-84 / Good                 0%      1999 / Good              -25%
  Occupancy at Sale                    95%                     94%                            0%      92%                        3%
  Amenities                            Average                 Superior                      -5%      Comparable                 0%
  Average Unit Size (SF)               994                     809                            5%      972                        0%
PHYSICAL ADJUSTMENT                                                                          20%                               -42%
FINAL ADJUSTED VALUE ($/UNIT)                                               $61,296                             $ 67,788


            DESCRIPTION                            COMPARABLE                      COMPARABLE
                                                      I - 3                           I - 4
- -------------------------------------------------------------------------------------------------------
                                                                   
  Property Name                        Apartments @ Kendall Ridge        Summit Meadows
  Address                              8399 Tamar Drive                  8600 Cobblefield
  City                                 Columbia, MD                      Columbia, MD
  Sale Date                            July, 2001                        November, 2002
  Sale Price ($)                       $19,300,000                       $21,050,000
  Net Rentable Area (SF)               173,880                           186,331
  Number of Units                      184                               178
  Price Per Unit                       $104,891                          $118,258
  Year Built                           1995                              1990
  Land Area (Acre)                     12.0200                           10.8000
VALUE ADJUSTMENTS                             DESCRIPTION       ADJ.             DESCRIPTION       ADJ.
  Property Rights Conveyed             Fee Simple Estate          0%     Fee Simple Estate           0%
  Financing                            Cash To Seller             0%     Cash To Seller              0%
  Conditions of Sale                   Arm's Length               0%     Arm's Length                0%
  Date of Sale (Time)                  July, 2001                 7%     November, 2002              0%
VALUE AFTER TRANS. ADJUST. ($/UNIT)              $112,234                           $118,258
  Location                             Comparable                 0%     Comparable                  0%
  Number of Units                      184                        0%     178                         0%
  Quality / Appeal                     Superior                 -20%     Superior                  -20%
  Age / Condition                      1995 / Good              -20%     1990 / Good               -15%
  Occupancy at Sale                    95%                        0%     93%                         0%
  Amenities                            Superior                 -10%     Superior                  -5%
  Average Unit Size (SF)               945                        5%     1,047                       0%
PHYSICAL ADJUSTMENT                                             -45%                               -40%
FINAL ADJUSTED VALUE ($/UNIT)                    $ 61,729                           $ 70,955


SUMMARY


                                
VALUE RANGE (PER UNIT)             $61,296 TO $ 70,955
MEAN (PER UNIT)                    $65,442
MEDIAN (PER UNIT)                  $64,758
VALUE CONCLUSION (PER UNIT)        $66,000



                                              
VALUE OF IMPROVEMENT & MAIN SITE                  $11,748,000
  PV OF CONCESSIONS                              -$   178,000
VALUE INDICATED BY SALES COMPARISON APPROACH      $11,570,000
ROUNDED                                           $11,600,000


NET OPERATING INCOME (NOI) ANALYSIS

We have also conducted a net operating income (NOI) comparison analysis. The NOI
effectively takes into account the various physical, location, and operating
aspects of the sale. When the subject's NOI is compared to the sale NOI, a
percent adjustment can be arrived at. The following table illustrates this
analysis.



AMERICAN APPRAISAL ASSOCIATES, INC.            SALES COMPARISON APPROACH PAGE 24
LAZY HOLLOW, COLUMBIA, MARYLAND

                            NOI PER UNIT COMPARISON



                      SALE PRICE                 NOI/        SUBJECT NOI
COMPARABLE   NO. OF   ----------               --------     --------------    ADJUSTMENT    INDICATED
   NO.       UNITS    PRICE/UNIT      OAR      NOI/UNIT     SUBJ. NOI/UNIT      FACTOR      VALUE/UNIT
- ------------------------------------------------------------------------------------------------------
                                                                       
   I-1        858     $42,550,000    9.91%    $4,218,363      $1,176,183        1.344        $66,652
                      $    49,592             $    4,917      $    6,608
   I-2        200     $21,250,000    8.41%    $1,787,998      $1,176,183        0.739        $78,532
                      $   106,250             $    8,940      $    6,608
   I-3        184     $19,300,000    9.99%    $1,927,842      $1,176,183        0.631        $66,152
                      $   104,891             $   10,477      $    6,608
   I-4        178     $21,050,000    7.89%    $1,660,056      $1,176,183        0.709        $83,788
                      $   118,258             $    9,326      $    6,608


                                   PRICE/UNIT



  Low         High        Average        Median
                               
$66,152      $83,788      $73,781       $72,592



                VALUE ANALYSIS BASED ON COMPARABLES NOI PER UNIT


                                                    
Estimated Price Per Unit                               $    70,000
Number of Units                                                178

Value                                                  $12,460,000
  PV of Concessions                                   -$   178,000
                                                      ------------
Value Based on NOI Analysis                            $12,282,000
                                 Rounded               $12,300,000


The adjusted sales indicate a range of value between $66,152 and $83,788 per
unit, with an average of $73,781 per unit. Based on the subject's competitive
position within the improved sales, a value of $70,000 per unit is estimated.
This indicates an "as is" market value of $12,300,000 (rounded after necessary
adjustment, if any) for the NOI Per Unit Analysis.

EFFECTIVE GROSS INCOME MULTIPLIER (EGIM) ANALYSIS

The effective gross income multiplier (EGIM) is derived by dividing the sales
price by the total effective gross income. The following table illustrates the
EGIMs for the comparable improved sales.



AMERICAN APPRAISAL ASSOCIATES, INC.            SALES COMPARISON APPROACH PAGE 25
LAZY HOLLOW, COLUMBIA, MARYLAND

                  EFFECTIVE GROSS INCOME MULTIPLIER COMPARISON



                      SALE PRICE
COMPARABLE   NO. OF   ----------      EFFECTIVE      OPERATING                  SUBJECT
   NO.       UNITS    PRICE/UNIT     GROSS INCOME     EXPENSE        OER      PROJECTED OER    EGIM
- ---------------------------------------------------------------------------------------------------
                                                                          
   I-1        858     $42,550,000     $6,958,429     $2,740,066     39.38%                     6.11
                      $    49,592
   I-2        200     $21,250,000     $2,300,736     $  512,738     22.29%                     9.24
                      $   106,250
                                                                                 38.31%
   I-3        184     $19,300,000     $2,401,638     $  473,796     19.73%                     8.04
                      $   104,891
   I-4        178     $21,050,000     $2,211,856     $  551,800     24.95%                     9.52
                      $   118,258


                      EGIM



 Low         High         Average       Median
 ---         ----         -------       ------
                               
6.11         9.52          8.23          8.64


               VALUE ANALYSIS BASED ON EGIM'S OF COMPARABLE SALES


                                                
Estimate EGIM                                              6.50
Subject EGI                                         $ 1,964,205

Value                                               $12,767,331
  PV of Concessions                                -$   178,000
                                                   ------------
Value Based on EGIM Analysis                        $12,589,331
                                 Rounded            $12,600,000

                Value Per Unit                      $    70,787


There is an inverse relationship, which generally holds among EGIMs and
operating expenses. Properties, which have higher expense ratios, typically sell
for relatively less and therefore produce a lower EGIM. As will be illustrated
in the Income Capitalization Approach of this report, the subject's operating
expense ratio (OER) is estimated at 38.31% before reserves. The comparable sales
indicate a range of expense ratios from 19.73% to 39.38%, while their EGIMs
range from 6.11 to 9.52. Overall, we conclude to an EGIM of 6.50, which results
in an "as is" value estimate in the EGIM Analysis of $12,600,000.

SALES COMPARISON CONCLUSION

The three valuation methods in the Sales Comparison Approach are shown below.
The overall value via the Sales Comparison Approach is estimated at $12,300,000.


                                      
Price Per Unit                           $ 11,600,000
NOI Per Unit                             $ 12,300,000
EGIM Analysis                            $ 12,600,000

Sales Comparison Conclusion              $ 12,300,000



AMERICAN APPRAISAL ASSOCIATES, INC.       INCOME CAPITALIZATION APPROACH PAGE 26
LAZY HOLLOW, COLUMBIA, MARYLAND

                         INCOME CAPITALIZATION APPROACH

The income capitalization approach is based on the premise that value is created
by the expectation of future benefits. We estimated the present value of those
benefits to derive an indication of the amount that a prudent, informed
purchaser-investor would pay for the right to receive them as of the date of
value.

This approach requires an estimate of the NOI of a property. The estimated NOI
is then converted to a value indication by use of either the direct
capitalization or the discounted cash flow analysis (yield capitalization).

Direct capitalization uses a single year's stabilized NOI as a basis for a value
indication by dividing the income by a capitalization rate. The rate chosen
accounts for a recapture of the investment by the investor and should reflect
all factors that influence the value of the property, such as tenant quality,
property condition, neighborhood change, market trends, interest rates, and
inflation. The rate may be extracted from local market transactions or, when
transaction evidence is lacking, obtained from trade sources.

A discounted cash flow analysis focuses on the operating cash flows expected
from the property and the proceeds of a hypothetical sale at the end of a
holding period (the reversion). The cash flows and reversion are discounted to
their present values using a market-derived discount rate and are added together
to obtain a value indication. Because benefits to be received in the future are
worth less than the same benefits received in the present, this method weights
income in the early years more heavily than the income and the sale proceeds to
be received later. The strength of the discounted cash flow method is its
ability to recognize variations in projected net income, such as those caused by
inflation, stepped leases, neighborhood change, or tenant turnover. Its weakness
is that it requires many judgments regarding the actions of likely buyers and
sellers of the property in the future.

In some situations, both methods yield a similar result. The discounted cash
flow method is typically more appropriate for the analysis of investment
properties with multiple or long-term leases, particularly leases with
cancellation clauses or renewal options. It is especially useful for
multi-tenant properties in volatile markets. The direct capitalization



AMERICAN APPRAISAL ASSOCIATES, INC.       INCOME CAPITALIZATION APPROACH PAGE 27
LAZY HOLLOW, COLUMBIA, MARYLAND

method is normally more appropriate for properties with relatively stable
operating histories and expectations.

A pro forma analysis for the first year of the investment is made to estimate a
reasonable potential net operating income for the Subject Property. Such an
analysis entails an estimate of the gross income the property should command in
the marketplace. From this total gross income must be deducted an allowance for
vacancy/collection loss and operating expenses as dictated by general market
conditions and the overall character of the subject's tenancy and leased income
to arrive at a projected estimate of net operating income. Conversion of the net
operating income to an indication of value is accomplished by the process of
capitalization, as derived primarily from market data.

MARKET RENT ANALYSIS

In order to determine a market rental rate for the subject, a survey of
competing apartment communities was performed. This survey was displayed
previously in the market analysis section of the report. Detailed information
pertaining to each of the comparable rental communities, along with photographs,
is presented in the Addenda of this report.

The following charts display the subject's current asking and actual rent rates
as well as a comparison with the previous referenced comparable rental
properties.

                        SUMMARY OF ACTUAL AVERAGE RENTS



                                                Average
                         Unit Area         -----------------
  Unit Type              (Sq. Ft.)         Per Unit   Per SF      %Occupied
- ---------------------------------------------------------------------------
                                                      
1Br/1Ba-A1                  820             $  905     $1.10        96.5%
1Br/1Ba - A2                882             $  925     $1.05       100.0%
2Br/1Ba - B1                993             $  965     $0.97        95.8%
2Br/2Ba - B2               1085             $1,009     $0.93        86.4%
2Br/2Ba - B3               1009             $1,039     $1.03        95.0%
3Bd/2Ba - C1               1227             $1,206     $0.98       100.0%



AMERICAN APPRAISAL ASSOCIATES, INC.       INCOME CAPITALIZATION APPROACH PAGE 28
LAZY HOLLOW, COLUMBIA, MARYLAND

                                 RENT ANALYSIS



                                                              COMPARABLE RENTS
                                                   ---------------------------------------
                                                      R-1       R-2      R-3       R-4
                                                   ---------------------------------------
                                                                                 Hannibal
                                                    Autumn     Cedar              Grove
                                                     Crest    Valley   Bentana  Apartments
                                                   ---------------------------------------
                                                            COMPARISON TO SUBJECT
                                 SUBJECT  SUBJECT  ---------------------------------------
                  SUBJECT UNIT   ACTUAL   ASKING   Slightly  Slightly
  DESCRIPTION         TYPE        RENT     RENT    Superior  Inferior  Similar   Similar      MIN     MAX    MEDIAN  AVERAGE
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                    
Monthly Rent      1Br/1Ba-A1     $  905             $  792     $ 899              $  830     $  792  $  899  $  830  $  840
Unit Area (SF)                      820      820       708       815                 725        708     815     725     749
Monthly Rent Per
Sq. Ft.                          $ 1.10             $ 1.12     $1.10              $ 1.14     $ 1.10  $ 1.14  $ 1.12  $ 1.12

Monthly Rent      1Br/1Ba - A2   $  925                                 $ 845                $  845  $  845  $  845  $  845
Unit Area (SF)                      882      882                          851                   851     851     851     851
Monthly Rent Per
Sq. Ft.                          $ 1.05                                 $0.99                $ 0.99  $ 0.99  $ 0.99  $ 0.99

Monthly Rent      2Br/1Ba - B1   $  965             $  888              $ 940     $  950     $  888  $  950  $  940  $  926
Unit Area (SF)                      993      993       904                966        919        904     966     919     930
Monthly Rent Per
Sq. Ft.                          $ 0.97             $ 0.98              $0.97     $ 1.03     $ 0.97  $ 1.03  $ 0.98  $ 1.00

Monthly Rent      2Br/2Ba - B2   $1,009             $  930    $1,050                         $  930  $1,050  $  990  $  990
Unit Area (SF)                    1,085    1,085     1,058     1,056                          1,056   1,058   1,057   1,057
Monthly Rent Per
Sq. Ft.                          $ 0.93             $ 0.88    $ 0.99                         $ 0.88  $ 0.99  $ 0.94  $ 0.94

Monthly Rent      2Br/2Ba - B3   $1,039             $  994                        $1,035     $  994  $1,035  $1,015  $1,015
Unit Area (SF)                    1,009    1,009     1,160                           966        966   1,160   1,063   1,063
Monthly Rent Per
Sq. Ft.                          $ 1.03             $ 0.86                        $ 1.07     $ 0.86  $ 1.07  $ 0.96  $ 0.96

Monthly Rent      3Bd/2Ba - C1   $1,206             $1,075                        $1,344     $1,075  $1,344  $1,210  $1,210
Unit Area (SF)                    1,227    1,227     1,250                         1,259      1,250   1,259   1,254   1,254
Monthly Rent Per
Sq. Ft.                          $ 0.98             $ 0.86                        $ 1.07     $ 0.86  $ 1.07  $ 0.96  $ 0.96


CONCLUDED MARKET RENTAL RATES AND TERMS

Based on this analysis above, the subject's concluded market rental rates and
gross rental income is calculated as follows:

                         GROSS RENTAL INCOME PROJECTION



                                                                Market Rent
                                          Unit Area      -----------------------       Monthly         Annual
  Unit Type             Number of Units   (Sq. Ft.)       Per Unit       Per SF         Income         Income
- ---------------------------------------------------------------------------------------------------------------
                                                                                   
1Br/1Ba-A1                   29               820        $      890     $   1.09      $   25,810     $  309,720
1Br/1Ba - A2                 19               882        $      900     $   1.02      $   17,100     $  205,200
2Br/1Ba - B1                 48               993        $      960     $   0.97      $   46,080     $  552,960
2Br/2Ba - B2                 22             1,085        $      990     $   0.91      $   21,780     $  261,360
2Br/2Ba - B3                 40             1,009        $    1,000     $   0.99      $   40,000     $  480,000
3Bd/2Ba - C1                 20             1,227        $    1,180     $   0.96      $   23,600     $  283,200
                                                                        --------      ----------     ----------
                                                                           Total      $  174,370     $2,092,440
                                                                                      ==========     ==========


PRO FORMA ANALYSIS

For purposes of this appraisal, we were provided with income and expense data
for the subject property. A summary of this data is presented on the following
page.



AMERICAN APPRAISAL ASSOCIATES, INC.       INCOME CAPITALIZATION APPROACH PAGE 29
LAZY HOLLOW, COLUMBIA, MARYLAND

SUMMARY OF HISTORICAL INCOME & EXPENSES



                                 FISCAL YEAR 2000          FISCAL YEAR 2001              FISCAL YEAR 2002
                            -----------------------------------------------------------------------------------
                                      ACTUAL                    ACTUAL                        ACTUAL
                            -----------------------------------------------------------------------------------
       DESCRIPTION              TOTAL      PER UNIT       TOTAL      PER UNIT         TOTAL         PER UNIT
- ---------------------------------------------------------------------------------------------------------------
                                                                               
Revenues
  Rental Income             $ 1,817,190  $    10,209  $ 1,993,980  $    11,202    $ 2,109,029     $    11,848

  Vacancy                   $    31,796  $       179  $    56,939  $       320    $   158,907     $       893
  Credit Loss/Concessions   $    30,229  $       170  $    35,233  $       198   ($    48,717)   -$       274
                            ---------------------------------------------------------------------------------
    Subtotal                $    62,025  $       348  $    92,172  $       518    $   110,190     $       619

  Laundry Income            $         0  $         0  $         0  $         0    $         0     $         0
  Garage Revenue            $         0  $         0  $         0  $         0    $         0     $         0
  Other Misc. Revenue       $    51,838  $       291  $    71,469  $       402    $    38,919     $       219
                            ---------------------------------------------------------------------------------
    Subtotal Other Income   $    51,838  $       291  $    71,469  $       402    $    38,919     $       219
                            ---------------------------------------------------------------------------------
Effective Gross Income      $ 1,807,003  $    10,152  $ 1,973,277  $    11,086    $ 2,037,758     $    11,448

Operating Expenses
  Taxes                     $   143,921  $       809  $   140,641  $       790    $   157,507     $       885
  Insurance                 $    19,990  $       112  $    22,727  $       128    $    33,523     $       188
  Utilities                 $    96,067  $       540  $   144,212  $       810    $   150,933     $       848
  Repair & Maintenance      $    21,056  $       118  $    17,468  $        98    $    13,854     $        78
  Cleaning                  $    29,545  $       166  $    38,847  $       218    $    42,955     $       241
  Landscaping               $    45,307  $       255  $    34,387  $       193    $    41,076     $       231
  Security                  $         0  $         0  $         0  $         0    $         0     $         0
  Marketing & Leasing       $    27,546  $       155  $    16,019  $        90    $    22,789     $       128
  General Administrative    $    33,402  $       188  $    26,483  $       149    $    42,528     $       239
  Management                $   101,175  $       568  $   137,917  $       775    $   109,286     $       614
  Miscellaneous             $   155,864  $       876  $   162,946  $       915    $    91,500     $       514
                            ---------------------------------------------------------------------------------
Total Operating Expenses    $   673,873  $     3,786  $   741,647  $     4,167    $   705,951     $     3,966

  Reserves                  $         0  $         0  $         0  $         0    $         0     $         0
                            ---------------------------------------------------------------------------------
Net Income                  $ 1,133,130  $     6,366  $ 1,231,630  $     6,919    $ 1,331,807     $     7,482


                                FISCAL YEAR 2003           ANNUALIZED 2003
                            -----------------------------------------------------------------------------------
                                MANAGEMENT BUDGET            PROJECTION                 AAA PROJECTION
                            -----------------------------------------------------------------------------------
       DESCRIPTION             TOTAL      PER UNIT       TOTAL       PER UNIT      TOTAL       PER UNIT     %
- ---------------------------------------------------------------------------------------------------------------
                                                                                     
Revenues
  Rental Income             $ 2,179,260  $    12,243  $ 2,197,988  $    12,348  $ 2,092,440  $    11,755  100.0%

  Vacancy                   $   119,364  $       671  $   132,480  $       744  $   125,546  $       705    6.0%
  Credit Loss/Concessions   $       276  $         2  $    88,592  $       498  $    41,849  $       235    2.0%
                            -----------------------------------------------------------------------------------
    Subtotal                $   119,640  $       672  $   221,072  $     1,242  $   167,395  $       940    8.0%

  Laundry Income            $    12,228  $        69  $         0  $         0  $         0  $         0    0.0%
  Garage Revenue            $         0  $         0  $         0  $         0  $         0  $         0    0.0%
  Other Misc. Revenue       $    16,488  $        93  $    60,360  $       339  $    39,160  $       220    1.9%
                            -----------------------------------------------------------------------------------
    Subtotal Other Income   $    28,716  $       161  $    60,360  $       339  $    39,160  $       220    1.9%
                            -----------------------------------------------------------------------------------
Effective Gross Income      $ 2,088,336  $    11,732  $ 2,037,276  $    11,445  $ 1,964,205  $    11,035  100.0%

Operating Expenses
  Taxes                     $   112,334  $       631  $   143,476  $       806  $   151,300  $       850    7.7%
  Insurance                 $    37,547  $       211  $    36,668  $       206  $    40,940  $       230    2.1%
  Utilities                 $   142,884  $       803  $   302,392  $     1,699  $   151,300  $       850    7.7%
  Repair & Maintenance      $    14,280  $        80  $    61,140  $       343  $    15,130  $        85    0.8%
  Cleaning                  $    44,004  $       247  $    86,120  $       484  $    44,500  $       250    2.3%
  Landscaping               $    44,064  $       248  $   151,784  $       853  $    48,950  $       275    2.5%
  Security                  $         0  $         0  $         0  $         0  $         0  $         0    0.0%
  Marketing & Leasing       $    25,140  $       141  $    20,968  $       118  $    26,700  $       150    1.4%
  General Administrative    $    34,980  $       197  $    51,068  $       287  $    40,050  $       225    2.0%
  Management                $   111,533  $       627  $   110,192  $       619  $   117,852  $       662    6.0%
  Miscellaneous             $   113,520  $       638  $    86,408  $       485  $   115,700  $       650    5.9%
                            -----------------------------------------------------------------------------------
Total Operating Expenses    $   680,286  $     3,822  $ 1,050,216  $     5,900  $   752,422  $     4,227   38.3%

  Reserves                  $         0  $         0  $         0  $         0  $    35,600  $       200    4.7%
                            -----------------------------------------------------------------------------------
Net Income                  $ 1,408,050  $     7,910  $   987,060  $     5,545  $ 1,176,183  $     6,608   59.9%


REVENUES AND EXPENSES

The subject's revenue and expense projections are displayed on the previous
chart. Rental income is based on the market analysis previously discussed. Other
income consists of forfeited deposits, laundry income, late rent payments, month
to month fees, pet fees, vending machine revenue, etc.

We forecasted the property's annual operating expenses after reviewing its
historical performance at the subject property. We analyzed each item of expense
and attempted to forecast amounts a typical informed investor would consider
reasonable.

VACANCY AND COLLECTION LOSS

An investor is primarily interested in the annual revenue an income property is
likely to produce over a specified period of time, rather than the income it
could produce if it were always 100% occupied and all tenants were paying their
rent in full and on time. An investor normally expects some income loss as
tenants vacate, fail to pay rent, or pay their rent late.

We have projected a stabilized vacancy and collection loss rate of 8% based on
the subject's historical performance, as well as the anticipated future market
conditions.



AMERICAN APPRAISAL ASSOCIATES, INC.       INCOME CAPITALIZATION APPROACH PAGE 30
LAZY HOLLOW, COLUMBIA, MARYLAND

RESERVES FOR REPLACEMENT

"Reserves for replacements" is a contingency account allocated to the expenses
of the property to provide for replacement of short-lived items and for
unforeseen necessary capital expenditures. We have utilized the Korpacz Real
Estate Investor Survey of the national apartment market, which reports a range
of replacement reserves between $150 and $400 per unit. For purposes of this
analysis, we have included an allowance of $200 per unit for reserves for
replacement.

CAPITAL EXPENDITURES

Capital expenditures represent expenses for immediate repair or replacement of
items that have average to long lives. Based on our inspection of the property
as well as discussions with property management personnel, there are no major
items remaining in need of repair or replacement that would require an expense
beyond our reserves for replacement. Therefore an allowance of $200 per unit
should be satisfactory in our reserves for replacement to cover future capital
expenditures.

DISCOUNTED CASH FLOW ANALYSIS

As the subject is a multi-tenant income property, the Discounted Cash Flow
Method is considered appropriate. This method is especially meaningful in that
it isolates the timing of the annual cash flows and discounts them, along with
the expected equity reversion, to a present value. The present value of the cash
flow is added to the present value of the reversion, resulting in a total
property value.

INVESTMENT CRITERIA

Appropriate investment criteria will be derived for the subject based upon
analysis of comparable sales and a survey of real estate investors. The
following table summarizes the findings of Korpacz National Investor Survey for
the most recent period.

                        KORPACZ NATIONAL INVESTOR SURVEY
                                1ST QUARTER 2003
                            NATIONAL APARTMENT MARKET



                                     CAPITALIZATION RATES
                 ------------------------------------------------------------
                         GOING-IN                              TERMINAL
                 ------------------------------------------------------------
                  LOW                HIGH              LOW               HIGH
- -----------------------------------------------------------------------------
                                                            
RANGE            6.00%              10.00%            7.00%             10.00%
AVERAGE                   8.14%                                 8.47%




AMERICAN APPRAISAL ASSOCIATES, INC.       INCOME CAPITALIZATION APPROACH PAGE 31
LAZY HOLLOW, COLUMBIA, MARYLAND

                               SUMMARY OF OVERALL
                              CAPITALIZATION RATES



COMP. NO.    SALE DATE       OCCUP.    PRICE/UNIT       OAR
- ------------------------------------------------------------
                                           
  I-1        August, 2002     94%       $ 49,592       9.91%
  I-2         June, 2000      92%       $106,250       8.41%
  I-3         July, 2001      95%       $104,891       9.99%
  I-4       November, 2002    93%       $118,258       7.89%
  I-5           Jan-00         0%                       N/A
                                            High       9.99%
                                             Low       7.89%
                                         Average       9.05%


Based on this information, we have concluded the subject's overall
capitalization rate should be 8.75%. The terminal capitalization rate is applied
to the net operating income estimated for the year following the end of the
holding period. Based on the concluded overall capitalization rate, the age of
the property and the surveyed information, we have concluded the subject's
terminal capitalization rate to be 9.25%. Finally, the subject's discount rate
or yield rate is estimated based on the previous investor survey and an
examination of returns available on alternative investments in the market. Based
on this analysis, the subject's discount rate is estimated to be 11.25%.

HOLDING PERIOD

The survey of investors indicates that most investors are completing either
10-year cash flows or extending the analysis to the end of the lease if it is
more than 10-years. A 10-year period has been used in the analysis of the
subject with the eleventh year stabilized NOI used to determine the reversion.

SELLING COSTS

Sales of similar size properties are typically accomplished with the aid of a
broker and will also incur legal and other transaction related cost. Based on
our survey of brokers and a review of institutional investor projections, an
allowance of 2.00% of the sale amount is applied.

DISCOUNTED CASH FLOW CONCLUSION

Discounting the annual cash flows and the equity reversion at the selected rate
of 11.25% indicates a value of $13,700,000. In this instance, the reversion
figure contributes



AMERICAN APPRAISAL ASSOCIATES, INC.       INCOME CAPITALIZATION APPROACH PAGE 32
LAZY HOLLOW, COLUMBIA, MARYLAND

approximately 42% of the total value. Investors surveyed for this assignment
indicated they would prefer to have the cash flow contribute anywhere from 50%
to 60%. Overall, the blend seems reasonable. The cash flow and pricing matrix
are located on the following pages.



AMERICAN APPRAISAL ASSOCIATES, INC.                      INCOME APPROACH PAGE 33
LAZY HOLLOW, COLUMBIA, MARYLAND

DISCOUNTED CASH FLOW ANALYSIS

                                   LAZY HOLLOW



              YEAR                     APR-2004       APR-2005       APR-2006       APR-2007       APR-2008       APR-2009
           FISCAL YEAR                    1              2              3              4              5              6
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                               
REVENUE
  Base Rent                           $2,092,440     $2,155,213     $2,219,870     $2,286,466     $2,355,060     $2,425,711

  Vacancy                             $  125,546     $  129,313     $  133,192     $  137,188     $  141,304     $  145,543
  Credit Loss                         $   41,849     $   43,104     $   44,397     $   45,729     $   47,101     $   48,514
  Concessions                         $  139,496     $   64,656     $        0     $        0     $        0     $        0
                                      -------------------------------------------------------------------------------------
    Subtotal                          $  306,891     $  237,073     $  177,590     $  182,917     $  188,405     $  194,057

  Laundry Income                      $        0     $        0     $        0     $        0     $        0     $        0
  Garage Revenue                      $        0     $        0     $        0     $        0     $        0     $        0
  Other Misc. Revenue                 $   39,160     $   40,335     $   41,545     $   42,791     $   44,075     $   45,397
                                      -------------------------------------------------------------------------------------
    Subtotal Other Income             $   39,160     $   40,335     $   41,545     $   42,791     $   44,075     $   45,397
                                      -------------------------------------------------------------------------------------
EFFECTIVE GROSS INCOME                $1,824,709     $1,958,475     $2,083,825     $2,146,340     $2,210,730     $2,277,052

OPERATING EXPENSES:
  Taxes                               $  151,300     $  155,839     $  160,514     $  165,330     $  170,289     $  175,398
  Insurance                           $   40,940     $   42,168     $   43,433     $   44,736     $   46,078     $   47,461
  Utilities                           $  151,300     $  155,839     $  160,514     $  165,330     $  170,289     $  175,398
  Repair & Maintenance                $   15,130     $   15,584     $   16,051     $   16,533     $   17,029     $   17,540
  Cleaning                            $   44,500     $   45,835     $   47,210     $   48,626     $   50,085     $   51,588
  Landscaping                         $   48,950     $   50,419     $   51,931     $   53,489     $   55,094     $   56,746
  Security                            $        0     $        0     $        0     $        0     $        0     $        0
  Marketing & Leasing                 $   26,700     $   27,501     $   28,326     $   29,176     $   30,051     $   30,953
  General Administrative              $   40,050     $   41,252     $   42,489     $   43,764     $   45,077     $   46,429
  Management                          $  109,483     $  117,508     $  125,029     $  128,780     $  132,644     $  136,623
  Miscellaneous                       $  115,700     $  119,171     $  122,746     $  126,429     $  130,221     $  134,128
                                      -------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES              $  744,053     $  771,116     $  798,245     $  822,192     $  846,858     $  872,264

  Reserves                            $   35,600     $   36,668     $   37,768     $   38,901     $   40,068     $   41,270
                                      -------------------------------------------------------------------------------------
NET OPERATING INCOME                  $1,045,056     $1,150,691     $1,247,812     $1,285,246     $1,323,804     $1,363,518

  Operating Expense Ratio (% of EGI)        40.8%          39.4%          38.3%          38.3%          38.3%          38.3%
  Operating Expense Per Unit          $    4,180     $    4,332     $    4,485     $    4,619     $    4,758     $    4,900


              YEAR                        APR-2010       APR-2011       APR-2012       APR-2013       APR-2014
           FISCAL YEAR                       7              8              9              10             11
- ---------------------------------------------------------------------------------------------------------------
                                                                                      
REVENUE
  Base Rent                              $2,498,483     $2,573,437     $2,650,640     $2,730,160     $2,812,064

  Vacancy                                $  149,909     $  154,406     $  159,038     $  163,810     $  168,724
  Credit Loss                            $   49,970     $   51,469     $   53,013     $   54,603     $   56,241
  Concessions                            $        0     $        0     $        0     $        0     $        0
                                         ----------------------------------------------------------------------
    Subtotal                             $  199,879     $  205,875     $  212,051     $  218,413     $  224,965

  Laundry Income                         $        0     $        0     $        0     $        0     $        0
  Garage Revenue                         $        0     $        0     $        0     $        0     $        0
  Other Misc. Revenue                    $   46,759     $   48,162     $   49,607     $   51,095     $   52,628
                                         ----------------------------------------------------------------------
    Subtotal Other Income                $   46,759     $   48,162     $   49,607     $   51,095     $   52,628
                                         ----------------------------------------------------------------------
EFFECTIVE GROSS INCOME                   $2,345,363     $2,415,724     $2,488,196     $2,562,842     $2,639,727

OPERATING EXPENSES:
  Taxes                                  $  180,660     $  186,080     $  191,662     $  197,412     $  203,335
  Insurance                              $   48,885     $   50,351     $   51,862     $   53,417     $   55,020
  Utilities                              $  180,660     $  186,080     $  191,662     $  197,412     $  203,335
  Repair & Maintenance                   $   18,066     $   18,608     $   19,166     $   19,741     $   20,333
  Cleaning                               $   53,135     $   54,729     $   56,371     $   58,062     $   59,804
  Landscaping                            $   58,449     $   60,202     $   62,008     $   63,869     $   65,785
  Security                               $        0     $        0     $        0     $        0     $        0
  Marketing & Leasing                    $   31,881     $   32,838     $   33,823     $   34,837     $   35,883
  General Administrative                 $   47,822     $   49,256     $   50,734     $   52,256     $   53,824
  Management                             $  140,722     $  144,943     $  149,292     $  153,771     $  158,384
  Miscellaneous                          $  138,152     $  142,296     $  146,565     $  150,962     $  155,491
                                         ----------------------------------------------------------------------
TOTAL OPERATING EXPENSES                 $  898,432     $  925,385     $  953,146     $  981,740     $1,011,193

  Reserves                               $   42,508     $   43,784     $   45,097     $   46,450     $   47,843
                                         ----------------------------------------------------------------------
NET OPERATING INCOME                     $1,404,423     $1,446,556     $1,489,953     $1,534,651     $1,580,691

  Operating Expense Ratio (% of EGI)           38.3%          38.3%          38.3%          38.3%          38.3%
  Operating Expense Per Unit             $    5,047     $    5,199     $    5,355     $    5,515     $    5,681



                         
Estimated Stabilized NOI    $1,176,183
Months to Stabilized                 1
Stabilized Occupancy              94.0%
Sales Expense Rate                2.00%
Discount Rate                    11.25%
Terminal Cap Rate                 9.25%



                        
Gross Residual Sale Price  $17,088,551
  Less: Sales Expense      $   341,771
                           -----------
Net Residual Sale Price    $16,746,780

PV of Reversion            $ 5,766,750
Add: NPV of NOI            $ 7,981,349
                           -----------
PV Total                   $13,748,099
Deferred Maintenance       $         0
Add: Excess Land           $         0

Other Adjustments          $         0
                           -----------
Value Indicated By "DCF"   $13,748,099
              Rounded      $13,700,000


                          "DCF" VALUE SENSITIVITY TABLE



                                                        DISCOUNT RATE
                       -------------------------------------------------------------------------------
   TOTAL VALUE           10.75%        11.00%              11.25%             11.50%         11.75%
- ------------------------------------------------------------------------------------------------------
                                                                         
             8.75%     $14,552,922   $14,312,645         $14,077,627        $13,847,735    $13,622,840
TERMINAL     9.00%     $14,375,778   $14,139,451         $13,908,286        $13,682,153    $13,460,925
  CAP        9.25%     $14,208,210   $13,975,619         $13,748,099        $13,525,521    $13,307,762
 RATE        9.50%     $14,049,461   $13,820,410         $13,596,342        $13,377,133    $13,162,660
             9.75%     $13,898,853   $13,673,160         $13,452,368        $13,236,355    $13,025,000




AMERICAN APPRAISAL ASSOCIATES, INC.                      INCOME APPROACH PAGE 34
LAZY HOLLOW, COLUMBIA, MARYLAND

INCOME LOSS DURING LEASE-UP

The subject is currently near or at stabilized condition. Therefore, there is no
income loss during lease-up at the subject property.

CONCESSIONS

Due to softness in the market, concessions have been utilized at the subject
property and within the market. Based on our discussions with the subject's
property manager and those at competing properties, these concessions are
expected to continue in the near term until the market returns to a stabilized
level. Concessions have been included as a line item deduction within the
discounted cash flow analysis. The present value of these concessions equates to
$178,000 (rounded). This amount has been deducted from the Direct Capitalization
analysis, as well as the Sales Comparison Approach value.

DIRECT CAPITALIZATION METHOD

After having projected the income and expenses for the property, the next step
in the valuation process is to capitalize the net income into an estimate of
value. The selected overall capitalization rate ("OAR") covers both return on
and return of capital. It is the overall rate of return an investor expects.

After considering the market transactions and the investor surveys, we
previously conclude that an overall rate of 8.75% percent is applicable to the
subject. The results of our direct capitalization analysis are as follows:



AMERICAN APPRAISAL ASSOCIATES, INC.                      INCOME APPROACH PAGE 35
LAZY HOLLOW, COLUMBIA, MARYLAND

                                   LAZY HOLLOW



                                                         TOTAL        PER SQ. FT.  PER UNIT   %OF EGI
- -----------------------------------------------------------------------------------------------------
                                                                               
REVENUE
  Base Rent                                          $  2,092,440     $  11.82    $ 11,755

  Less: Vacancy & Collection Loss          8.00%     $    167,395     $   0.95    $    940

  Plus: Other Income
    Laundry Income                                   $          0     $   0.00    $      0      0.00%
    Garage Revenue                                   $          0     $   0.00    $      0      0.00%
    Other Misc. Revenue                              $     39,160     $   0.22    $    220      1.99%
                                                     -----------------------------------------------
      Subtotal Other Income                          $     39,160     $   0.22    $    220      1.99%

EFFECTIVE GROSS INCOME                               $  1,964,205     $  11.10    $ 11,035

OPERATING EXPENSES:
  Taxes                                              $    151,300     $   0.85    $    850      7.70%
  Insurance                                          $     40,940     $   0.23    $    230      2.08%
  Utilities                                          $    151,300     $   0.85    $    850      7.70%
  Repair & Maintenance                               $     15,130     $   0.09    $     85      0.77%
  Cleaning                                           $     44,500     $   0.25    $    250      2.27%
  Landscaping                                        $     48,950     $   0.28    $    275      2.49%
  Security                                           $          0     $   0.00    $      0      0.00%
  Marketing & Leasing                                $     26,700     $   0.15    $    150      1.36%
  General Administrative                             $     40,050     $   0.23    $    225      2.04%
  Management                               6.00%     $    117,852     $   0.67    $    662      6.00%
  Miscellaneous                                      $    115,700     $   0.65    $    650      5.89%

TOTAL OPERATING EXPENSES                             $    752,422     $   4.25    $  4,227     38.31%

  Reserves                                           $     35,600     $   0.20    $    200      1.81%
                                                     -----------------------------------------------
NET OPERATING INCOME                                 $  1,176,183     $   6.65    $  6,608     59.88%

  "GOING IN" CAPITALIZATION RATE                             8.75%

  VALUE INDICATION                                   $ 13,442,086     $  75.96    $ 75,517

  PV OF CONCESSIONS                                 ($    178,000)

  "AS IS" VALUE INDICATION
    (DIRECT CAPITALIZATION APPROACH)                 $ 13,264,086

          ROUNDED                                    $ 13,300,000     $  75.15    $ 74,719




AMERICAN APPRAISAL ASSOCIATES, INC.                      INCOME APPROACH PAGE 36
LAZY HOLLOW, COLUMBIA, MARYLAND

                 DIRECT CAPITALIZATION VALUE SENSITIVITY TABLE



CAP RATE             VALUE           ROUNDED         $/UNIT          $/SF
- --------------------------------------------------------------------------
                                                        
 8.00%            $14,524,281      $14,500,000       $81,461        $81.93
 8.25%            $14,078,758      $14,100,000       $79,213        $79.67
 8.50%            $13,659,441      $13,700,000       $76,966        $77.41
 8.75%            $13,264,086      $13,300,000       $74,719        $75.15
 9.00%            $12,890,695      $12,900,000       $72,472        $72.89
 9.25%            $12,537,487      $12,500,000       $70,225        $70.63
 9.50%            $12,202,869      $12,200,000       $68,539        $68.94


CONCLUSION BY THE DIRECT CAPITALIZATION METHOD

Applying the capitalization rate to our estimated NOI results in an estimated
value of $13,300,000.

CORRELATION AND CONCLUSION BY THE INCOME APPROACH

The two methods used to estimate the market value of the subject property by the
income approach resulted in the following indications of value:


                                         
Discounted Cash Flow Analysis               $13,700,000
Direct Capitalization Method                $13,300,000


Giving consideration to the indicated values provided by both techniques, we
have concluded the estimated value by the income capitalization approach to be
$13,600,000.



AMERICAN APPRAISAL ASSOCIATES, INC.        RECONCILIATION AND CONCLUSION PAGE 37
LAZY HOLLOW, COLUMBIA, MARYLAND

                          RECONCILIATION AND CONCLUSION

This appraisal was made to express an opinion as of the Market Value of the fee
simple estate in the property.

AS IS MARKET VALUE OF THE FEE SIMPLE ESTATE


                                    
Cost Approach                          Not Utilized
Sales Comparison Approach              $ 12,300,000
Income Approach                        $ 13,600,000
Reconciled Value                       $ 13,000,000


The Direct Capitalization Method is considered a reliable indicator of value.
Income and expenses were estimated and projected based on historical operating
statements and market oriented expenses. This method is primarily used by
investors in their underwriting analysis. Furthermore, there was good support
for an overall rate in the Direct Capitalization Method.

The Sales Comparison Approach to value supported the value conclusion by the
Income Approach and was given secondary consideration. Investment-grade,
income-producing properties such as the subject are not typically traded based
on cost. Therefore, the Cost Approach has not been considered in our valuation.

FINAL VALUE - FEE SIMPLE ESTATE

Based on the investigation and premise outlined, it is our opinion that as of
April 25, 2003 the market value of the fee simple estate in the property is:

                                   $13,000,000



AMERICAN APPRAISAL ASSOCIATES, INC.                                      ADDENDA
LAZY HOLLOW, COLUMBIA, MARYLAND

                                    ADDENDA


AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT A
LAZY HOLLOW, COLUMBIA, MARYLAND

                                    EXHIBIT A
                              SUBJECT PHOTOGRAPHS



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT A
LAZY HOLLOW, COLUMBIA, MARYLAND

                              SUBJECT PHOTOGRAPHS

         [PICTURE]                                           [PICTURE]
EXTERIOR - APARTMENT BUILDING                     EXTERIOR - LANDSCAPE & PARKING

         [PICTURE]                                           [PICTURE]
EXTERIOR - APARTMENT BUILDING                        INTERIOR - APARTMENT UNIT

         [PICTURE]                                           [PICTURE]
      EXTERIOR - KITCHEN                               EXTERIOR - ACCESS ROAD



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT A
LAZY HOLLOW, COLUMBIA, MARYLAND

                              SUBJECT PHOTOGRAPHS

    [PICTURE]                                                     [PICTURE]
EXTERIOR - BEDROOM                                            EXTERIOR - BALCONY



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT B
LAZY HOLLOW, COLUMBIA, MARYLAND

                                    EXHIBIT B
                           SUMMARY OF RENT COMPARABLES
                         AND PHOTOGRAPH OF COMPARABLES



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT B
LAZY HOLLOW, COLUMBIA, MARYLAND

                   PHOTOGRAPHS OF COMPARABLE SALE PROPERTIES

 COMPARABLE I-1             COMPARABLE I-2                   COMPARABLE I-3
 NORMANDY WOODS               THE RESERVE             APARTMENTS @ KENDALL RIDGE
3207 Wheaton Way           7030 Gentle Shade                8399 Tamar Drive
Ellicot City, MD             Columbia, MD                     Columbia, MD

   [PICTURE]                  [PICTURE]                        [PICTURE]

 COMPARABLE I-4
 SUMMIT MEADOWS                 N/A
8600 Cobblefield
  Columbia, MD

    [PICTURE]



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT B
LAZY HOLLOW, COLUMBIA, MARYLAND

SUMMARY OF COMPARABLE RENTAL PROPERTIES



            DESCRIPTION                                   SUBJECT                                       COMPARABLE
                                                                                                           R - 1
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                               
 Property Name                      Lazy Hollow                                      Autumn Crest
 Management Company                 Aimco                                            Grady Mgmt.
LOCATION:
 Address                            8782 Cloudleap Court                             5664 Stevens Forest Road
 City, State                        Columbia, Maryland                               Columbia, MD
 County                             Howard                                           Howard
 Proximity to Subject                                                                5-miles west of the subject
PHYSICAL CHARACTERISTICS:
 Net Rentable Area (SF)             176,972                                          304,800
 Year Built                         1978                                             1972
 Effective Age                      15                                               17
 Building Structure Type            Brick walls; asphalt shingle roof                Brick veneer; asphalt shingle roof
 Parking Type (Gr., Cov., etc.)     Open                                             Open
 Number of Units                    178                                              300
 Unit Mix:                               Type           Unit    Qty.      Mo.           Type          Unit     Qty.   Mo.
                                    1 1Br/1Ba-A1          820    29     $  905       1 1Bd/1Ba          708     60    $  792
                                    2 1Br/1Ba - A2        882    19     $  925       3 2Bd/1Ba          904     60    $  888
                                    3 2Br/1Ba - B1        993    48     $  965       4 2Bd/1.5Ba      1,058     60    $  930
                                    4 2Br/2Ba - B2      1,085    22     $1,009       5 2Bd/2Ba        1,160     60    $  994
                                    5 2Br/2Ba - B3      1,009    40     $1,039       6 3Bd/2Ba        1,250     60    $1,075
                                    6 3Bd/2Ba - C1      1,227    20     $1,206

 Average Unit Size (SF)             994                                              1,016
 Unit Breakdown:                       Efficiency       0%      2-Bedroom  39%          Efficiency   0%   2-Bedroom      60%
                                       1-Bedroom       61%      3-Bedroom   0%          1-Bedroom   20%   3-Bedroom      20%
CONDITION:                          Good                                             Good
APPEAL:                             Average                                          Average
AMENITIES:
 Unit Amenities                         Attach. Garage           Vaulted Ceiling         Attach. Garage             Vaulted Ceiling
                                    X   Balcony           X      W/D Connect.        X   Balcony           X        W/D Connect.
                                        Fireplace                                        Fireplace
                                    X   Cable TV Ready                               X   Cable TV Ready
 Project Amenities                      Swimming Pool                                    Swimming Pool
                                        Spa/Jacuzzi              Car Wash                Spa/Jacuzzi                Car Wash
                                        Basketball Court  X      BBQ Equipment           Basketball Court  X        BBQ Equipment
                                    X   Volleyball Court         Theater Room            Volleyball Court           Theater Room
                                        Sand Volley Ball         Meeting Hall            Sand Volley Ball           Meeting Hall
                                        Tennis Court             Secured Parking         Tennis Court               Secured Parking
                                        Racquet Ball             Laundry Room            Racquet Ball               Laundry Room
                                        Jogging Track     X      Business Office         Jogging Track     X        Business Office
                                        Gym Room                                         Gym Room
                                    X   Playground                                       Playground

OCCUPANCY:                          95%                                              100%
LEASING DATA:
 Available Leasing Terms            6 to 15 Months                                   12 Months
 Concessions                        1 - 1 1/2 Months Free                            None
 Pet Deposit                        $300 - $500                                      $150
 Utilities Paid by Tenant:          X   Electric          X      Natural Gas             Electric          X        Natural Gas
                                    X   Water                    Trash                   Water                      Trash
 Confirmation                       May 1, 2003; Joseph Beard (Property Manager)     May 15, 2003; Property Manager
 Telephone Number                   (972 )234-1231                                   1-866-537-4541
NOTES:                                                                               There is a $50 charge to have a 6 month lease.
                                                                                     In addition to the pet deposit, the tenant must
                                                                                     pay $15/month for keeping a pet.

COMPARISON TO SUBJECT:                                                               Slightly Superior


            DESCRIPTION                                COMPARABLE                                     COMPARABLE
                                                          R - 2                                         R - 3
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                             
 Property Name                      Cedar Valley                                   Bentana
 Management Company                 JMG Realty                                     Realty Management Services
LOCATION:
 Address                            5458 Harpers Farm Road                         8905 Tamar Drive
 City, State                        Columbia, MD                                   Columbia, MD
 County                             Howard                                         Howard
 Proximity to Subject               5-miles west of the subject                    Next to subject
PHYSICAL CHARACTERISTICS:
 Net Rentable Area (SF)             151,091                                        274,275
 Year Built                         1973                                           1971
 Effective Age                      18                                             16
 Building Structure Type            Brick walls; asphalt shingle roof              Brick & wood siding walls; asphalt shingle roof
 Parking Type (Gr., Cov., etc.)     Open                                           Open
 Number of Units                    157                                            300
 Unit Mix:                              Type         Unit     Qty.    Mo.             Type           Unit   Qty.       Mo.
                                    1 1Bd/1Ba          815     61   $  899         2 1Bd/1Ba          851    135      $845
                                    4 2Bd/1.5Ba      1,056     96   $1,050         3 2Bd/1Ba          966    165      $940

 Average Unit Size (SF)             962                                            914
 Unit Breakdown:                       Efficiency    0%   2-Bedroom    61%           Efficiency     0%  2-Bedroom    55%
                                       1-Bedroom    39%   3-Bedroom     0%           1-Bedroom     45%  3-Bedroom     0%
CONDITION:                          Good                                           Good
APPEAL:                             Average                                        Good
AMENITIES:
 Unit Amenities                        Attach. Garage      Vaulted Ceiling             Attach. Garage           Vaulted Ceiling
                                    X  Balcony             X W/D Connect.          X   Balcony                  W/D Connect.
                                       Fireplace                                       Fireplace
                                    X  Cable TV Ready                              X   Cable TV Ready
 Project Amenities                     Swimming Pool                               X   Swimming Pool
                                       Spa/Jacuzzi         Car Wash                    Spa/Jacuzzi       X      Car Wash
                                       Basketball Court    BBQ Equipment               Basketball Court         BBQ Equipment
                                       Volleyball Court    Theater Room            X   Volleyball Court         Theater Room
                                       Sand Volley Ball    Meeting Hall                Sand Volley Ball         Meeting Hall
                                       Tennis Court        Secured Parking         X   Tennis Court             Secured Parking
                                       Racquet Ball        Laundry Room                Racquet Ball      X      Laundry Room
                                       Jogging Track       Business Office             Jogging Track     X      Business Office
                                       Gym Room                                        Gym Room
                                    X  Playground                                  X   Playground

OCCUPANCY:                          84%                                            96%
LEASING DATA:
 Available Leasing Terms            12 Months                                      6 to 12 Months
 Concessions                        1 Month free before May 31, 2003               $30-$40 off of monthly rent
 Pet Deposit                        $300                                           $250
 Utilities Paid by Tenant:          X  Electric            Natural Gas             X   Electric                 Natural Gas
                                       Water               Trash                   X   Water                    Trash
 Confirmation                       May 15, 2003; Property Manager                 May 15, 2003; Sean Property Contact
 Telephone Number                   1-866-210-5859                                 1-888-316-0596
NOTES:                              There is also a $25/month pet fee per month.   If you have a pet there is also a $20/month
                                                                                   fee per month.

COMPARISON TO SUBJECT:              Slightly Inferior                              Similar


                                                        COMPARABLE
            DESCRIPTION                                   R - 4
- -----------------------------------------------------------------------------------
                                 
 Property Name                      Hannibal Grove Apartments
 Management Company                 Berkshire Realty Holding, Inc.
LOCATION:
 Address                            5361 Brook Way
 City, State                        Columbia, MD
 County                             Howard
 Proximity to Subject               3-miles west of the subject
PHYSICAL CHARACTERISTICS:
 Net Rentable Area (SF)             284,784
 Year Built                         1969
 Effective Age                      23
 Building Structure Type            Stone veneer; asphalt shingle roof
 Parking Type (Gr., Cov., etc.)     Open
 Number of Units                    293
 Unit Mix:                               Type          Unit     Qty.     Mo.
                                    1 1Bd/1Ba           725      78    $  830
                                    3 2Bd/1Ba           919      99    $  950
                                    5 2Bd/2Ba           966      30    $1,035
                                    6 3Bd/2Ba         1,152      45    $1,165
                                    6 3Bd/2Ba/TH      1,282      34    $1,505
                                    6 4Bd/3Ba/TH      1,835       7    $1,715

 Average Unit Size (SF)             972
 Unit Breakdown:                       Efficiency   0%   2-Bedroom    55%
                                       1-Bedroom   29%   3-Bedroom    16%
CONDITION:                          Average
APPEAL:                             Average
AMENITIES:
 Unit Amenities                          Attach. Garage             Vaulted Ceiling
                                    X    Balcony           X        W/D Connect.
                                         Fireplace
                                    X    Cable TV Ready
 Project Amenities                       Swimming Pool
                                         Spa/Jacuzzi                Car Wash
                                         Basketball Court           BBQ Equipment
                                         Volleyball Court           Theater Room
                                         Sand Volley Ball           Meeting Hall
                                         Tennis Court               Secured Parking
                                         Racquet Ball      X        Laundry Room
                                         Jogging Track     X        Business Office
                                         Gym Room
                                    X    Playground

OCCUPANCY:                          97%
LEASING DATA:
 Available Leasing Terms            3 month minimum
 Concessions                        None
 Pet Deposit                        $150 - $200
 Utilities Paid by Tenant:          X    Electric          X        Natural Gas
                                    X    Water                      Trash
 Confirmation                       May 15, 2003; Toni - Property Contact
 Telephone Number                   1-866-210-5860
NOTES:                              The tonwhouse tenants do not pay the water
                                    utility.

COMPARISON TO SUBJECT:              Similar



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT B
LAZY HOLLOW, COLUMBIA, MARYLAND

                   PHOTOGRAPHS OF COMPARABLE RENT PROPERTIES

     COMPARABLE R-1                  COMPARABLE R-2              COMPARABLE R-3
      AUTUMN CREST                    CEDAR VALLEY                 BENTANA
5664 Stevens Forest Road        5458 Harpers Farm Road          8905 Tamar Drive
      Columbia, MD                    Columbia, MD                 Columbia, MD

        [PICTURE]                      [PICTURE]                    [PICTURE]

      COMPARABLE R-4
HANNIBAL GROVE APARTMENTS                N/A
      5361 Brook Way
       Columbia, MD

         [PICTURE]



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT C
LAZY HOLLOW, COLUMBIA, MARYLAND

                                    EXHIBIT C
                      ASSUMPTIONS AND LIMITING CONDITIONS

                                    (3 PAGES)



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT C
LAZY HOLLOW, COLUMBIA, MARYLAND

No responsibility is assumed for matters legal in nature. No investigation has
been made of the title to or any liabilities against the property appraised. In
this appraisal, it is presumed that, unless otherwise noted, the owner's claim
is valid, the property rights are good and marketable, and there are no
encumbrances which cannot be cleared through normal processes.

To the best of our knowledge, all data set forth in this report are true and
accurate. Although gathered from reliable sources, no guarantee is made nor
liability assumed for the accuracy of any data, opinions, or estimates
identified as being furnished by others which have been used in formulating this
analysis.

Land areas and descriptions used in this appraisal were obtained from public
records and have not been verified by legal counsel or a licensed surveyor.

No soil analysis or geological studies were ordered or made in conjunction with
this report, nor were any water, oil, gas, or other subsurface mineral and use
rights or conditions investigated.

Substances such as asbestos, urea-formaldehyde foam insulation, other chemicals,
toxic wastes, or other potentially hazardous materials could, if present,
adversely affect the value of the property. Unless otherwise stated in this
report, the existence of hazardous substance, which may or may not be present on
or in the property, was not considered by the appraiser in the development of
the conclusion of value. The stated value estimate is predicated on the
assumption that there is no material on or in the property that would cause such
a loss in value. No responsibility is assumed for any such conditions, and the
client has been advised that the appraiser is not qualified to detect such
substances, quantify the impact on values, or develop the remedial cost.

No environmental impact study has been ordered or made. Full compliance with
applicable federal, state, and local environmental regulations and laws is
assumed unless otherwise stated, defined, and considered in the report. It is
also assumed that all required licenses, consents, or other legislative or
administrative authority from any local, state, or national government or
private entity organization either have been or can be obtained or renewed for
any use which the report covers.



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT C
LAZY HOLLOW, COLUMBIA, MARYLAND

It is assumed that all applicable zoning and use regulations and restrictions
have been complied with unless a nonconformity has been stated, defined, and
considered in the appraisal report. Further, it is assumed that the utilization
of the land and improvements is within the boundaries of the property described
and that no encroachment or trespass exists unless noted in the report.

The Americans with Disabilities Act ("ADA") became effective January 26, 1992.
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 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 on the value of the
property. Since we have no direct evidence relating to this issue, we did not
consider the possible noncompliance with the requirements of ADA in estimating
the value of the property.

We have made a physical inspection of the property and noted visible physical
defects, if any, in our report. This inspection was made by individuals
generally familiar with real estate and building construction. However, these
individuals are not architectural or structural engineers who would have
detailed knowledge of building design and structural integrity. Accordingly, we
do not opine on, nor are we responsible for, the structural integrity of the
property including its conformity to specific governmental code requirements,
such as fire, building and safety, earthquake, and occupancy, or any physical
defects which were not readily apparent to the appraiser during the inspection.

The value or values presented in this report are based upon the premises
outlined herein and are valid only for the purpose or purposes stated.

The date of value to which the conclusions and opinions expressed apply is set
forth in this report. The value opinion herein rendered is based on the status
of the national business economy and the purchasing power of the U.S. dollar as
of that date.

Testimony or attendance in court or at any other hearing is not required by
reason of this appraisal unless arrangements are previously made within a
reasonable time in advance for



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT C
LAZY HOLLOW, COLUMBIA, MARYLAND

such testimony, and then such testimony shall be at American Appraisal
Associates, Inc.'s, prevailing per diem for the individuals involved.

Possession of this report or any copy thereof does not carry with it the right
of publication. No portion of this report (especially any conclusion to use, the
identity of the appraiser or the firm with which the appraiser is connected, or
any reference to the American Society of Appraisers or the designations awarded
by this organization) shall be disseminated to the public through prospectus,
advertising, public relations, news, or any other means of communication without
the written consent and approval of American Appraisal Associates, Inc.



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT D
LAZY HOLLOW, COLUMBIA, MARYLAND

                                    EXHIBIT D
                            CERTIFICATE OF APPRAISER

                                    (1 PAGE)



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT D

                            CERTIFICATE OF APPRAISER

I certify that, to the best of my knowledge and belief:

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

         The reported analyses, opinions, and conclusions are limited only by
         the reported assumptions and limiting conditions, and represent the
         unbiased professional analyses, opinions, and conclusions of American
         Appraisal Associates, Inc.

         American Appraisal Associates, Inc. and I personally, have no present
         or prospective interest in the property that is the subject of this
         report and have no personal interest or bias with respect to the
         parties involved.

         Compensation for American Appraisal Associates, Inc. is not contingent
         on an action or event resulting from the analyses, opinions, or
         conclusions in, or the use of, this report.

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

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

         I personally did not inspect the subject property. Jonathan Hackerman
         provided significant real property appraisal assistance in the
         preparation of this report.

         I am currently in compliance with the Appraisal Institutes continuing
         education requirements.

                                                     -s- Brian Johnson
                                               ------------------------------
                                                     Brian Johnson, MAI
                                           Managing Principal, Real Estate Group



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT E
LAZY HOLLOW, COLUMBIA, MARYLAND

                                    EXHIBIT E
                          QUALIFICATIONS OF APPRAISER

                                    (2 PAGES)



AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT E
LAZY HOLLOW, COLUMBIA, MARYLAND

                              F. BRIAN JOHNSON, MAI

                 MANAGING PRINCIPAL, REAL ESTATE ADVISORY GROUP

POSITION                           F. Brian Johnson is the Managing Principal of
                                   the New York Real Estate Advisory Group of
                                   American Appraisal Associates, Inc. ("AAA").

EXPERIENCE

  Valuation                        Mr. Johnson has completed appraisals for
                                   securitization and pension funds/insurance
                                   industries. Analyses he has performed involve
                                   various types of investment-grade real estate
                                   throughout the continental United States
                                   including apartments, cooperatives, hotels,
                                   industrial and research and development
                                   parks, office buildings, regional shopping
                                   centers, and undeveloped acreage.

                                   Additional experience includes the valuation
                                   of existing and proposed investment-grade
                                   real estate, market and feasibility studies
                                   and offering memorandums for debt placement,
                                   equity investments and acquisitions, and
                                   disposition analysis.

  Court                            Mr. Johnson is qualified as an expert witness
                                   for the New Jersey Supreme Court.

  Business                         Mr. Johnson joined AAA in 1998 and was
                                   promoted to his current position in 1999.
                                   Prior to joining AAA, Mr. Johnson was a
                                   Senior Vice President at Koeppel Tener Real
                                   Estate Services and a Vice President at L. W.
                                   Ellwood & Co.

EDUCATION                          Fairleigh Dickinson
                                     Bachelor of Science - Finance

STATE CERTIFICATIONS               State of New Jersey, General Appraiser,
                                   #42RG00158300


AMERICAN APPRAISAL ASSOCIATES, INC.                                    EXHIBIT E
COLONY OF SPRINGDALE, SPRINGDALE, OHIO

   PROFESSIONAL     Appraisal Institute, MAI Designated Member

   AFFILIATIONS

   VALUATION AND    Several courses are completed on an annual basis as part of
   SPECIAL COURSES  the continuing education requirements of the Appraisal
                    Institute. In addition, Mr. Johnson attends real estate and
                    financial industry-related conferences and seminars.

   PUBLICATIONS     "Operational Items to Consider When Appraising a Regional
                    Mall," Appraisal Journal, 1991




AMERICAN APPRAISAL ASSOCIATES,                                         EXHIBIT E
LAZY HOLLOW, COLUMBIA,

PROFESSIONAL
  AFFILIATIONS

VALUATION AND
  SPECIAL COURSES

PUBLICATIONS                       Appraisal Journal, 1991



AMERICAN APPRAISAL ASSOCIATES, INC.
LAZY HOLLOW, COLUMBIA, MARYLAND

                           GENERAL SERVICE CONDITIONS



AMERICAN APPRAISAL ASSOCIATES, INC.
LAZY HOLLOW, COLUMBIA, MARYLAND

                           GENERAL SERVICE CONDITIONS

The services(s) provided by AAA will be performed in accordance with
professional appraisal standards. Our compensation is not contingent in any way
upon our conclusions of value. We assume, without independent verification, the
accuracy of all data provided to us. We will act as an independent contractor
and reserve the right to use subcontractors. All files, workpapers or documents
developed by us during the course of the engagement will be our property. We
will retain this data for at least five years.

Our report is to be used only for the specific purpose stated herein; and any
other use is invalid. No reliance may be made by any third party without our
prior written consent. You may show our report in its entirety to those third
parties who need to review the information contained herein. No one should rely
on our report as a substitute for their own due diligence. We understand that
our reports will be described in public tender offer documents distributed to
limited partners. We reserve the right to review the public tender offer
documents prior to their issuance to confirm that disclosures of facts from the
current appraisals are accurate. No reference to our name or our report, in
whole or in part, in any other SEC filing or private placement memorandum you
prepare and/or distribute to third parties may be made without our prior written
consent.

The Tender Offer Partnerships, as that term is defined in the Settlement
Agreement, agree to indemnify and hold us harmless against and from any and all
losses, claims, actions, damages, expenses or liabilities, including reasonable
attorneys' fees, to which we may become subject in connection with this
engagement except where such losses, claims, actions, damages, expenses or
liabilities, including reasonable attorney's fees, arise or result from AAA's
misconduct, bad faith or negligence. Co-Clients will not be liable for any of
our acts or omissions.

AAA is an equal opportunity employer.