THE SAMPPALA GROUP


                  LIMITED APPRAISAL-RESTRICTED APPRAISAL REPORT

                                  APPRAISAL OF:

                             Mission Park Apartments
                  (221 Woodland Parkway, San Marcos, CA 92069)
                         Shadowridge Meadows Apartments
                      (1515 South Melrose Drive, Vista CA)

                                  PREPARED FOR:

                                Mr. David Maurer
                         Income Growth Management, Inc.
                      11300 Sorrento Valley Road, Suite 108
                               San Diego, CA 92121


                                  PREPARED BY:
                            James Naughton, Jr., MAI
                  State Certified General Real Estate Appraiser
                            Certificate # AG006748





                               DATE OF VALUATION:

                                   May 8, 2002

                              4895 Savannah Street
                            San Diego, CA 92110-3824






                               THE SAMPPALA GROUP

                  Limited Appraisal-Restricted Appraisal Report

May 10,2002
Ref. No.02-005

Mr. David Maurer
Income Growth Management, Inc.
11300 Sorrento Valley Road, Suite 108
San Diego, CA 92121

RE:  Mission  Park  Apartments  (221  Woodland  Parkway,  San Marcos,  CA 92069)
     Shadowridge Meadows Apartments (1515 South Melrose Drive, Vista CA 92083

Dear Mr. Maurer:

As  requested,  we  are  submitting  the  following  information  as  a  Limited
Appraisal-Restricted  Appraisal Report. This appraisal may be considered limited
because it relies primarily on one approach to value (the Income  Capitalization
Approach,  with support from the Sales Comparison  Approach) and is a restricted
report with most  supporting  data retained in our file.  However,  based on our
extensive experience in appraising apartment properties and our familiarity with
the subject properties, we are confident that the values reported are a reliable
indicator of value for your "Factual Basis of Value".

A  Restricted   Report  cannot  be  fully  understood   without  the  additional
information in the work file of the appraiser. This information is not presented
in report form due to time  constraints  in creating a detailed  report and also
considering the function of the appraisal.

This is a  Restricted  Appraisal  Report  that is  intended  to comply  with the
reporting  requirements  set forth under the Standards  Rule 2-2c of the Uniform
Standards of Professional  Practice for a Restricted  Appraisal Report. As such,
it does not present discussions of the data,  reasoning,  and analyses that were
used in the  appraisal  process to  develop  the  appraiser's  opinion of value.
Supporting  documentation  concerning  the data,  reasoning,  and  analyses  are
retained in the  appraiser's  file.  The depth of  discussion  contained in this
report is  specific to the needs of the client and for the  intended  use stated
below. The appraiser is not responsible for the unauthorized use of this report.

PURPOSE OF THE APPRAISAL:  To estimate the market value of the subject  property
as defined in  Standards of  Professional  Appraisal  Practice of the  Appraisal
Institute  (The  Dictionary  of  Real  Estate  Appraisal,   3rd  Edition).   See
definitions attached.

INTENDED  USE and USER OF  REPORT:  For the sole use by the  client,  Mr.  David
Maurer,  for internal  use.  This  appraisal  is to provide a "Factual  Basis of
Value" for the client.  The client is known to be  knowledgeable  in real estate
matters  including  property  values  and  the  use of a  Restricted  Report  is
appropriate for the client's needs.


                4895 SAVANNAH STREET, o SAN DIEGO, CA o 92110-3824
                     PHONE: 619/275-0967 o FAX: 619/275-5200



                                     -2-                             MAY 10,2002


INTEREST  VALUED:  The property  interests  include Fee Simple  ownership of the
subject property.  The properties are rental apartment units that use short-term
rental  agreements  and  do  not  create  any  specific   leasehold/leased   fee
distinctions.

EFFECTIVE DATE OF VALUE/DATE OF REPORT: May 8, 2002/ May 10, 2002.

ESTIMATED  EXPOSURE TIME:  Average  exposure time for apartments of the size and
quality of the subjects is estimated to vary from 3 to 6 months,  based on sales
comparables.

APPRAISAL  DEVELOPMENT AND REPORTING  PROCESS:  The appraisers are very familiar
with the subject  properties  since we have  completed  appraisals  or appraisal
reviews of each of the properties in the past, In preparing this appraisal,  the
appraisers  inspected the subject  properties in May 2000  (Exterior  inspection
only) and analyzed the financial and physical details of the subject properties,
including  full year  operations for the year 2001 and rent roll dated April 19,
2002.

Brief synopsis of due diligence steps:

     o Review previous appraisal work.
     o Review  current  rent roll and talk to rental  office.
     o Conduct rental survey.
     o Review income and expense for 2001.
     o Set up proforma for income and expense.
     o Compare rent roll market and actual rent.
     o Review expenses and compare to comps.
     o Compare to previous work.
     o Collect and analyze market data.
     o Review market comparisons.
     o Analyze market overall rates,  expenses and other units of comparison.
     o Look for market trends. (Articles and comps statistics).

The value  estimate  for  apartment  properties  of the size and  quality of the
subjects  tend  to  rely  on  the  Income  Capitalization   Approach  with  some
consideration of the Sales Comparison Approach. The appraiser did not complete a
Cost Approach to value since this approach is not utilized by typical buyers and
sellers to establish  values and the results of the Cost  Approach are generally
unreliable  due to the lack of good land sale data and  difficulty in estimating
the various forms of depreciation.

For the Income Approach the appraisers  have reviewed the most recent  operating
results  (Income and  Expenses) as well as a current rent roll and rental survey
of the market  competition.  Based on the  historical  operating  history of the
subject and other information available to the appraisers,  we have been able to
develop a reliable income/expense statement for the subject properties.  The net
income from these  estimates  is processed  into a value  estimate by the Direct
Capitalization  since  there is  sufficient  overall  rate data from  comparable
sales.


                               THE SAMPPALA GROUP




                                       -3-                           MAY 1O,2002


The  appraisers  processed  and  analyzed  approximately  22 sales of  apartment
complexes in San Diego County that met the following criteria: built since 1980,
80 units or more and recording  date from 1/1/01 to present.  Within this sample
is a wide range of properties and we studied eleven  specific sales in North San
Diego  County that share  similar  market  characteristics  with the two subject
properties.  No offer to sell  properties  meeting the basic search criteria was
found using a typical Internet based service (Loopnet). These sales provide rent
levels, expense comparisons,  gross rent multipliers and capitalization rates in
addition on to the price,  which is compared per unit,  per room and per square
foot.

The market  conditions  for  investment  properties  similar to the  subject has
become very strong with  vacancies  decreasing  and values  improving.  A recent
report  of rental  trends  for San Diego  County  as of March  2002  cites a 5.8
percent  increase in average  rents within the last year and an overall  vacancy
factor of 2.07 percent (1.94% in North County).

This Restricted  Appraisal  Report sets forth only the appraiser's  conclusions.
Supporting  documentation is retained in the appraiser's  file. We have attached
brief summary information.

Departures from Standard 1 of USPAP include the following:

Standards Rule 1-3
(a)  identify  and  analyze  the  effect on use and value of  existing  land use
regulations,  reasonably  probable  modifications  of such land use regulations,
economic supply and demand,  the physical  adaptability of the real estate,  and
market area trends; and
(b) develop an opinion of the highest and best use of the real estate.
Standards Rule 1-4
In developing a real property appraisal, an appraiser must collect,  verify, and
analyze all information  applicable to the appraisal problem, given the scope of
work identified in accordance with Standards Rule 1-2(f).
(a) When a sales  comparison  approach is applicable,  an appraiser must analyze
such comparable sales data as are available to indicate a value conclusion.
(b) When a cost approach is applicable, an appraiser must:
(i)  develop  an opinion of site  value by an  appropriate  appraisal  method or
technique;
(ii) analyze such comparable cost data as are available to estimate the cost new
of the improvements (if any); and
(iii) analyze such  comparable  data as are available to estimate the difference
between  the  cost  new and  the  present  worth  of the  improvements  (accrued
depreciation).
(c) When an income approach is applicable, an appraiser must:
(i) analyze such  comparable  rental data as are available  and/or the potential
earnings capacity of the property to estimate the gross income potential of the
property;
(ii) analyze such comparable operating expense data as are available to estimate
the operating expenses of the property;
(iii)  analyze  such  comparable  data as are  available  to  estimate  rates of
capitalization and/or rates of discount; and
(iv) base  projections  of future rent and/or  income  potential and expenses on
reasonably clear and appropriate evidence.
(f) An appraiser must analyze the effect on value, if any, of anticipated public
or private  improvements,  located on or off the site, to the extent that market
actions  reflect such  anticipated  improvements  as of the effective  appraisal
date.
(g) An  appraiser  must  analyze the effect on value of any  personal  property,
trade fixtures,  or intangible items that are not real property but are included
in the appraisal.

The  departures  stated  above do not affect the  credibility  of the  concluded
values for the intended use. Although the Cost Approach is not developed,  it is
not a typical method used by


                               THE SAMPPALA GROUP




                                       -4-                           MAY 1O,2002


investors  in  existing  apartments.   The  other  items  mentioned  above  were
considered in earlier appraisals but are not reported in detail.

REAL ESTATE  APPRAISED:  Mission Park Apartments is a 264 unit apartment complex
at 221 Woodland Parkway, San Marcos, CA. This is a modern apartment built in two
phases,  with 120 one-bedroom units and 144 two-bedroom  units.  Assessor Parcel
Number is 220-233-10,11.

Shadowridge Meadows is a 184 unit apartment complex at 1515 South Melrose Drive,
Vista,  CA. This modern complex has 114 two-bedroom and 70  three-bedroom  units
and has 132 garages as well as carports and open parking. Assessor Parcel Number
is 169-011-05.

PRESENT USE and  HIGHEST AND BEST USE:  The  subject  properties  are  operating
successfully as multiple residential  apartments and the Highest and Best Use is
concluded to be the same use. The  appraiser  has not analyzed the  potential of
conversion to for-sale units.

CONCLUDED VALUES: We have concluded value estimates for the individual apartment
properties with a date of value of August 1, 2000 as follows.

Mission Park equals $23,800,000.

Shadowridge Meadows equals $19,000,000.

As  previously  mentioned,  this  report is  restricted  for the sole use of the
client and is intended to present the  conclusions of our appraisal  without the
supporting data.

Thank you for this opportunity to provide appraisal services.

Respectfully submitted,


/S/ James Naughton, Jr.
- ------------------------
James Naughton, Jr., MAI
State Certified General Real Estate Appraiser
Certificate #AG006748



                               THE SAMPPALA GROUP




                                      -5-                            MAY 1O,2002


                                  CERTIFICATION

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

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

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

     3.   I have no present or prospective  interest in the property that is the
          subject of this report,  and no personal  interest with respect to the
          parties involved.

     4.   I have no bias with  respect to the  property  that is the  subject of
          this report or to the parties involved with this assignment.

     5.   my engagement in this assignment was not contingent upon developing or
          reporting predetermined results.

     6.   my compensation  for completing this assignment is not contingent upon
          the development or reporting of a predetermined  value or direction In
          value  that  favors the cause of the  client,  the amount of the value
          opinion, the attainment of a stipulated result, or the occurrence of a
          subsequent  event  directly  related  to  the  Intended  use  of  this
          appraisal.

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

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

     9.   I have made a personal  inspection of the property that is the subject
          of this report.

     10.  no  one  except   co-signers  of  the  report   provided   significant
          professional assistance to the person signing this report.

     11.  The undersigned has the necessary  training and experience to complete
          this appraisal assignment in a competent manner.

     12.  as of the date of this  report,  I, James  Naughton,  Jr.,  MAI,  have
          completed the requirements  under the continuing  education program of
          the Appraisal Institute.


/S/ James Naughton, Jr.
- ------------------------
James Naughton, Jr., MAI
State Certified Real Estate Appraiser
Certificate #AG006748


                               THE SAMPPALA GROUP




                                       -6-                           MAY 1O,2002


                       LIMITING CONDITIONS AND ASSUMPTIONS

Standards Rule ("S.R.") 2-1 of the Uniform  Standards of Professional  Appraisal
Practice  (USPAP) requires that the appraiser  "clearly and accurately  disclose
any extraordinary  assumptions or limiting  conditions that directly affects the
appraisal and  indicates its impact on value." In compliance  with this rule and
for  proper  interpretation  of  the  report,  both  general  and  extraordinary
assumptions and limiting conditions are outlined in the following paragraphs.

1.   This is a Restricted  Appraisal Report which is intended to comply with the
     reporting  requirements set forth under Standard Rule 2-2(c) of the Uniform
     Standards  of  Professional  Appraisal  Practice  for a  Summary  Appraisal
     Report.  As such,  it might  not  include  full  discussions  of the  data,
     reasoning,  and analyses that were used in the appraisal process to develop
     the appraiser's opinion of value. Supporting  documentation  concerning the
     data,  reasoning,  and analyses is retained in the  appraiser's  file.  The
     information contained in this report is specific to the needs of the client
     and for the  intended  use  stated in this  report.  The  appraiser  is not
     responsible for unauthorized use of this report.
2.   The appraiser  assumes no  responsibility  for economic or physical factors
     that may  affect or alter the  opinions  in this  report if said  economic,
     physical  or  demographic  factors  were not  present  as of the  letter of
     transmittal  accompanying  this report.  The  appraiser is not obligated to
     predict future political or social trends.
3.   The conclusions and opinions  expressed in this report apply to the date of
     value set forth in the letter of transmittal  accompanying this report. The
     dollar amount of any value  opinion or conclusion  rendered or expressed in
     this  report is based  upon the  purchasing  power of the  American  dollar
     existing on the date of value.
4.   In preparing this report, the appraiser was required to rely on information
     furnished by other  individuals  or found in  previously  existing  records
     and/or documents.  Unless otherwise indicated, such information is presumed
     to be reliable. However, no warranty, either expressed or implied, is given
     by the  appraiser  for the accuracy of such  information  and the appraiser
     assumes no responsibility  for information  relied upon that later is found
     to have been  inaccurate.  The  appraiser  reserves  the right to make such
     adjustments  to the analyses,  opinions and  conclusions  set forth in this
     report as may be  required  by  consideration  of  additional  data or more
     reliable data that may become available.
5.   No opinion is  intended  to be  expressed  on matters  that  require  legal
     expertise or specialized  investigation or knowledge beyond that ordinarily
     employed by real estate appraisers,  although such matters may be discussed
     in the report.  Also,  no  liability  is assumed on account of matters of a
     legal  nature  affecting  this  property,  such as  title  defects,  liens,
     encroachments, overlapping boundaries, etc.
6.   No  opinion  as to title  is  rendered.  Data on  ownership  and the  legal
     description were obtained from sources generally considered reliable. Title
     is  assumed  to  be  marketable  and  free  and  clear  of  all  liens  and
     encumbrances,   easements  and  restrictions   except  those   specifically
     discussed in the report.  The property is appraised assuming it to be under
     responsible  ownership  and  competent  management  and  available  for its
     Highest and Best Use.
7.   The  appraiser  has made no  engineering  survey.  Except  as  specifically
     stated,  data relative to size and area were taken from sources  considered
     reliable and no  encroachment  of real property  improvements is assumed to
     exist.


                               THE SAMPPALA GROUP




                                       -7-                          MAY 1O, 2002


8.   Maps, photos, plats, sketches,  floor plans and other exhibits are included
     for  illustration  only, to assist the reader in visualizing  the property.
     The appraiser has made no survey of the  property.  Approximate  dimensions
     may be shown,  but exhibits  should not be  considered as surveys or relied
     upon for any other purpose.
9.   No opinion is expressed as to the value of  subsurface  oil, gas or mineral
     rights and the property is not subject to surface entry for the exploration
     or removal of such materials except as is expressly stated.
10.  Any value  estimates  provided in the report apply to the entire  property,
     and any proration or division of the total into  fractional  interests will
     invalidate  the value  estimate,  unless  such  proration  or  division  of
     interests has been set forth in the report.
11.  The  distribution,  if any, of the total  valuation in this report  between
     land and improvements applies only under the stated program of utilization.
     The separate  allocations  for land and for  buildings  must not be used in
     conjunction with any other appraisal and are invalid if so used.
12.  All  mortgages,  liens,  encumbrances,  leases  and  servitudes  have  been
     disregarded  unless so specified within this report.  Title to the property
     appraised is assumed to be marketable and free of encumbrances.
13.  Possession of this report, or any copy thereof,  does not carry with it the
     right of publication. This report may not be used for any purpose by anyone
     but the applicant,  without the previous  written consent of the appraiser,
     and in any event, only in its entirety.
14.  The appraiser assumes that there are no hidden or unapparent  conditions of
     the property, subsoil, terrain or structures, which would render it more or
     less valuable. The appraiser assumes no responsibility for such conditions,
     or for engineering which might be required to discover such factors.
15.  The  appraiser  is not  qualified  to detect  hazardous  waste and/or toxic
     materials.  Any comment by the appraiser that might suggest the possibility
     of the presence of such  substances  would not be taken as  confirmation of
     the presence of hazardous waste and/or toxic materials.  Such determination
     would  require  investigation  by  a  qualified  expert  in  the  field  of
     environmental  assessment.  The  presence of  substances  such as asbestos,
     urea-formaldehyde foam insulation, or other potentially hazardous materials
     may affect the value of the property.  The  appraiser's  value  estimate is
     predicated  on the  assumption  that  there is such  material  on or in the
     property that would cause a loss in value unless  otherwise  stated in this
     report.  No  responsibility  would cause a loss in value  unless  otherwise
     stated in this report.  No  responsibility is assumed for any environmental
     conditions  or for any  expertise  or  engineering  knowledge  required  to
     discover them. The appraiser's  descriptions and resulting comments are the
     result of the  routine  observations  made  during the  appraisal  process.
     Unless  otherwise  stated,  this report assumes the subject  property is in
     compliance  with  all  federal,   state  and  local   environmental   laws,
     regulations and rules.
16.  Since  earthquakes are common in the area, no opinion is offered  regarding
     their possible effect on individual  properties,  and no responsibility for
     possible  effects is assumed,  unless  detailed  geologic  reports are made
     available.
17.  An accessibility  survey and/or analysis to determine compliance with state
     and federal  regulations (ADA compliance,  Americans with Disabilities Act)
     is  beyond  the  scope  of the  appraiser's  expertise  and  has  not  been
     conducted.
18.  The owners,  his  agent(s) or assigns are assumed to have  represented  the
     property  accurately  and  correctly  and  have  not  withheld  information
     pertinent to this report or its value conclusion
19.  It is assumed that all applicable  zoning and use  regulations are complied
     with,  unless a non-conformity  has been stated,  defined and considered in
     the appraisal report. It is


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                                    -8-                              MAY 10,2002


     assumed  that  all  required  licenses,  consent  or other  legislative  or
     administrative authority from any local, state, or national governmental or
     private entity or  organization  have been, or can be,  obtained or renewed
     for any use on which the value estimate contained in this report is based.
20.  The appraiser assumes that items of public record pertinent to the property
     are correct and that the land area (as listed by the Assessor's  Office) is
     accurate.  This land area was  utilized  as the total land area  throughout
     this report.
21.  Valuation does not include any value for personal property or chattel items
     except for refrigerators that are typically included.


                               THE SAMPPALA GROUP




                                   -9-                              MAY 10, 2002



                        DEFINITIONS OF SIGNIFICANT TERMS

market value.

a. "The fair market value of the property taken is the highest price on the date
of valuation that would be agreed to by a seller being willing to sell but under
no particular or urgent  necessity  for so doing,  nor obligated to sell,  and a
buyer, being ready,  willing,  and able to buy under no particular necessity for
so doing,  each  dealing  with the other  with  full  knowledge  of all uses and
purposes for which the property is reasonably adaptable and available."

b. "The fair market value of the  property  taken for which there is no relevant
market is its value on the date of  valuation  as  determined  by any  method of
valuation that is just and equitable."

References: The Dictionary of Real Estate Appraisal, 3rd Edition, 1993

fee simple  estate.  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.

leased fee estate.  An ownership  interest held by a landlord with the rights of
use and  occupancy  conveyed  by lease to others.  The rights of the lessor (the
leased fee owner) and the leased fee are specified by contract  terms  contained
within the lease.

leasehold estate. The interest held by the lessee (the tenant or renter) through
a lease  conveying  the  rights of use and  occupancy  for a stated  term  under
certain conditions.

highest and best use. The reasonably probable and legal use of vacant land or an
improved  property,  which  is  physically  possible,  appropriately  supported,
financially  feasible,  and that results in the highest value. The four criteria
the  Highest  and  Best  Use  must  meet  are  legal  permissibility,   physical
possibility, financial feasibility and maximum profitability.


                               THE SAMPPALA GROUP