[WEDGESTONE FINANCIAL LETTERHEAD]


                                                               February  , 1998


Dear Shareholder:

     On February 9, 1998, following a lengthy discussion, the Board of 
Trustees of the Company approved and authorized the Company to proceed with a 
tender offer, pursuant to which the tendering shareholders will receive $0.67 
net in cash for their shares (the "Tender Offer").

     Your Board of Trustees, based upon, among other things, the 
recommendation of the trustees of the Company who are disinterested (the 
"Disinterested Trustees"), believes that the Tender Offer (including the 
merger discussed in the Tender Offer) is fair to, and in the best interests 
of, the Company and its shareholders, and have unanimously approved the 
Tender Offer and the transactions contemplated thereby. Accordingly, your 
Board of Trustees recommends that shareholders accept the Tender Offer and 
tender all their shares pursuant thereto.

     In arriving at its recommendation, your Board of Trustees gave careful 
consideration to a number of factors described in the enclosed Offer to 
Purchase, which is an exhibit to the Company's Tender Offer Statement on 
Schedule 13E-4, including the opinion of Commonwealth Associates, that the 
consideration to be received by the Company's shareholders in the Tender 
Offer (including the merger discussed in the Tender Offer) is fair to such 
shareholders from a financial point of view.

     Additional information with respect to the Tender Offer is contained in 
the enclosed Schedule 13E-4. Also enclosed is the Offer to Purchase and 
related materials, including a Letter of Transmittal to be used for tendering 
your shares. These documents set forth in detail the terms and conditions of 
the Tender Offer and provide instructions on how to tender your shares. The 
enclosed Offer to Purchase describes the factors considered by the 
Disinterested Directors and the Board in making their recommendation and 
contains other important information relating to such recommendation. We urge 
you to read the enclosed material carefully before making your decision with 
respect to tendering your shares.

                                    Sincerely yours,



                                    John C. Shaw
                                    Chairman of the Board