EXHIBIT (b)(2) [LIPMAN FRIZZELL & MITCHELL LETTERHEAD] September 8, 1994 Lerner Corporation 11501 Huff Court North Bethesda, Maryland 28095-1094 RE: Springhill Lake Apartments Prince George's County, Maryland Dear Sirs: In accordance with your request for an appraisal of the above captioned property for the purpose of estimating its market value "as is" in fee simple as well as its value subject to existing financing and management contract we herewith submit our report. The subject property was personally inspected on July 18, 1994 and found to consist of 154 acres of land in several parcels supporting a 2,899 unit rental apartment project generally in the form of three-and four-story garden apartments with some rental townhouses. The project also includes a number of common facilities including swimming pools, small shopping center, day care facility, community rooms, and common spaces. The property was erected in stages between 1962 and 1969 and was found to be in good condition as of the date of inspection. On the date of inspection the property was approximately 93% occupied and generally in line with overall market occupancy rates. Our valuation has as its main emphasis the operating history of the subject property supplemented by income and expense information from comparable projects and rental information from area competing projects. In estimating market value of the subject your appraisers fully developed the sales comparison and income approaches to value, with greatest emphasis placed on the income approach. The valuation included investigation of both local and national markets for apartment purchase and financing in order to gather pertinent information regarding rates of return and investor appetites. As a result of our investigation and by virtue of experiences it is our opinion that market value of the subject property "as is", after reflecting deferred maintenance was EIGHTY FIVE MILLION FOUR HUNDRED THIRTY THOUSAND ($85,430,000) DOLLARS in fee simple. We also estimated that the existing mortgage had a negative impact on value of $3,790,000 and the existing management contract had diminished the value by an additional $3,230,000 resulting in a net market value of the subject property, subject to the existing mortgage and management contract of SEVENTY EIGHT MILLION FOUR HUNDRED TEN THOUSAND ($78,410,000) DOLLARS. A summary of these conclusions is as follows: MARKET VALUE Before Deferred Maintenance........... $89,720,000 LESS: Deferred Maintenance........................ 4,288,750 ----------- FINAL ESTIMATE OF MARKET VALUE..................... $85,430,000 (rounded) LESS: Value of Existing Mortgage $3,790,000 Value of Existing Management Contract 3,230,000 7,020,000 --------- --------- MARKET VALUE SUBJECT TO EXISTING MORTGAGE & MANAGEMENT CONTRACT....... $78,410,000 I trust the attached appraisal report will be informative and I am available for any additional questions or comments regarding the subject property. Respectfully submitted, LIPMAN FRIZZELL & MITCHELL LLC /s/ David H. Brooks David H. Brooks, MAI Certified General Real Estate Appraiser State of Maryland License No.: 04-136 /s/ Curtis W. Morris Curtis W. Morris, Associate SUMMARY OF SALIENT FACTS AND CONCLUSIONS Property: Springhill Lake Apartments Location: Breezewood Drive, Cherrywood Lane and Edmonston Road, Greenbelt, Prince George's County, Maryland Ownership: Springhill Lake Limited Partnership Land Area: 154 +/- acres Zoning: R-18 and CA Highest and Best Use: As if Vacant: Residential Development As Improved: As currently improved Improvements: 2,899 unit garden apartment complex with ancillary commercial space Date of Appraisal: July 18, 1994 Value Indicators: Cost Approach................ Not Used Sales Comparison Approach.... $88,420,000 Income Approach.............. $89,720,000 FINAL ESTIMATE OF MARKET VALUE(1) .................... $89,720,000 LESS: Deferred Maintenance .......................... 4,288,750 ----------- FINAL ESTIMATE OF MARKET VALUE ....................... $85,430,000 (rounded) LESS: Value of Existing Mortgage $3,790,000 Value of Existing Management Contract 3,230,000 7,020,000 ---------- --------- MARKET VALUE SUBJECT TO EXISTING MORTGAGE & MANAGEMENT CONTRACT............... $78,410,000 This valuation is predicated on the subject property being environmentally free of any hazardous materials and that there are no negative easements or encroachments of the subject property. This valuation is predicated on the accuracy of financial statements that were supplied to us. _____________ (1) Before deferred maintenance deduction