October 7, 1997

Mr. Jim Riley
The Bank of Nova Scotia, New York Agency
One Liberty Plaza
New York, New York 10005
(212) 225-5098

Re:   Proposed Aladdin Hotel and Casino
      Las Vegas, Nevada
      HVS Ref.: #9710413

Dear Mr. Riley:

Pursuant to your request, we herewith submit our self-contained appraisal report
pertaining to the above-captioned property. We have inspected the site and
analyzed the Las Vegas gaming market. Based on the available data, and our
analysis and experience in the hotel industry, it is our opinion that the
"prospective" market value of the fee simple interest in the proposed Aladdin
Hotel and Casino, as of the date the project is complete and operational,
assumed to be on or about January 1, 2000, will be:

                                  $825,000,000

                    EIGHT HUNDRED TWENTY-FIVE MILLION DOLLARS

In addition, it is our opinion that the market value of the total +/- 34.31-acre
subject site, as vacant and including the development rights and entitlements,
as of August 7, 1997, is:

                                  $180,000,000

                       ONE HUNDRED EIGHTY MILLION DOLLARS

In addition, it is our opinion that the market value of the +/- 18.16 acres of
land allocated to the Aladdin Hotel and Casino portion of the development, as
vacant and including the development rights and entitlements, as of August 7,
1997, is:



                                  $135,000,000

                     ONE HUNDRED THIRTY-FIVE MILLION DOLLARS

Our report is made in conformance with, and subject to, the requirements of the
Uniform Standards of Appraisal Practice (USPAP), as provided by the Appraisal
Foundation, as well as the requirements of the Financial Institutions Reform,
Recovery, and Enforcement Act (FIRREA). We do hereby certify that we have no
undisclosed interest in the property, and our employment and compensation are
not contingent upon our findings and valuation. 

The valuation is expressly made subject to all normal and specific assumptions
and limiting conditions, a copy of which is included in the attached appraisal
report.

Very truly yours,
HVS International


Mark D. Capasso
Senior Associate


Anne R. Lloyd-Jones, CRE
Senior Vice President


/s/ Stephen Rushmore

Stephen Rushmore, CRE, MAI, CHA
President
MDC/ALJ/SXR/nkw



HVS International, Mineola, New York                           Quality Assurance


Quality Assurance

            The HVS International division of Hotel Consulting, Inc., strives to
            achieve the highest standards of quality during all phases of the
            appraisal process. It is our goal to provide clients with the finest
            appraisal report available. The following staff members acknowledge
            their contribution to this report.

Natalie K. Wysong - Editing and Report Production
Editor (SF Office 415-896-0868, Extension 306)



Mark D. Capasso - Fieldwork, Analysis, and Text
Senior Associate (SF Office 415-896-0868, Extension 204)



Anne R. Lloyd-Jones, CRE - Fieldwork, Analysis, and Review
Senior Vice President (NY Office 516-248-8828, Extension 208)


/s/ Stephen Rushmore

Stephen Rushmore, CRE, MAI, CHA - Analysis, and Review President (NY Office
516-248-8828, Extension 204)

            We are available to answer any questions and are pleased to have
            provided you with the finest quality product available. Wendy
            Millward (NY Office 516-248-8828, extension 233) is available to
            answer any billing questions. We look forward to serving you again
            in the future.



HVS International, Mineola, New York  Summary of Salient Data and Conclusions  1
- --------------------------------------------------------------------------------


1.    Summary of Salient Data and Conclusions

Property:                                 Proposed Aladdin Hotel and Casino
Location:                                 3667 Las Vegas Boulevard, Las Vegas, 
                                          Nevada 89109
Dates of Inspection:                      August 7, 1997
Date of Value (Aladdin Hotel and Casino): January 1, 2000
Date of Value (Total Subject Land):       August 7, 1997
Date of Value (Hotel and Casino Land):    August 7, 1997
Stabilized Year:                          2002
Interest Appraised:                       Fee simple

Property Description

Land
Total Area:                               +/- 34.31 acres, or +/- 1,494,544 
                                          square feet
Hotel and Casino Portion:                 +/- 18.16 acres, or +/- 791, 051 
                                          square feet

Zoning:                                   H1 - Limited Resort and Apartment 
                                          District

Flood Zone:                               A - Within the 100-year flood plain

Proposed Improvements
Hotel                                     2,600 rooms
      Meeting Space:                      71,500 square feet
      Scheherazade Show Room:             1,400 seats
      Theater for the Performing Arts:    7,000 seats

Casino                                    110,000 square feet
      Table Games:                        117
      Gaming Devices:                     2,900
      Sports Book:                        5,000 square feet
      Keno Lounge:                        1,200 square feet

Food and Beverage Facilities
      Buffet and Food Plaza:              1,000 seats
      24-Hour Coffee Shop:                575 seats
      High Energy Restaurant:             225 seats
      Italian Restaurant:                 200 seats
      Themed Restaurant:                  150 seats
      Steakhouse:                         150 seats
      Sushi/Chinese Noodle Bar:           50 seats
      Casual Dining Coffee Bar:           50 seats
      Salle Prive Exclusive Restaurant:   100 seats


HVS International, Mineola, New York  Summary of Salient Data and Conclusions  2
- --------------------------------------------------------------------------------


Summary of Value Parameters

Highest and Best Use (as if vacant):      Land-based casino hotel facility
Highest and Best Use (as improved):       Land-based casino hotel facility
Effective Date of the Appraisal (Hotel 
  and Casino):                            January 1, 2000
Effective Date of the Appraisal
  (H&C Site):                             August 7, 1997
Marketing Period:                         Up to 6 months
Stabilized Year:                          January 1, 2002 - December 31, 2002

Valuation Parameters
Discount Rate:                            19.1%
Interest Rate:                            9.0%
Equity Yield:                             31.0%
Terminal Capitalization Rate:             18.0%
Loan-to-Value Ratio:                      60%

Estimates of Value (Hotel and Casino)
Income Capitalization Approach:           $824,100,000
Sales Comparison Approach:                Not applicable
Cost Approach:                            $760,000,000

Prospective Market Value Conclusion:      $825,000,000

Estimate of Value (Land Components)
      Total Site:                         $180,000,000
      Hotel and Casino Site:              $135,000,000



HVS International, Mineola, New York                     Market Area Analysis  1


4. Market Area Analysis   

                          The economic vitality of the market surrounding the
                          subject property is an important consideration in
                          forecasting gaming and lodging demand and income
                          potential. Economic and demographic trends that
                          reflect the amount of visitation provide a basis from
                          which to project future demand for gaming and lodging
                          facilities. The purpose of the market area analysis is
                          to review available economic and demographic data to
                          determine whether the local market will undergo
                          economic growth, stabilize, or decline.

Market Area Overview      The subject site is situated in the Las Vegas, Nevada
                          Metropolitan Statistical Area (MSA). The Las Vegas MSA
                          includes Clark and Nye Counties and the incorporated
                          Cities of Las Vegas, North Las Vegas, Henderson,
                          Boulder City, and Mesquite. The subject site is
                          situated at the northern tip of the City of Las Vegas.

                          Las Vegas is an urban area encompassing approximately
                          84.272 square miles. The city was first founded in
                          1905 and incorporated on March 16, 1911. By virtue of
                          its proximity to the Los Angeles metropolitan area and
                          its destination resort appeal, Las Vegas has become
                          known as the "Entertainment Capital of the World."
                          Clark County covers 7,910 square miles and is bounded
                          by California to the south and west and the Colorado
                          River and Arizona to the east. Vacant land occupies
                          approximately 84% of Clark County.

                          Las Vegas, and southern Nevada in general, are
                          expanding regional economic centers characterized
                          primarily by tourism and related service sectors. In
                          addition to tourism, Las Vegas's economic base
                          continues to diversify into areas such as
                          manufacturing, distribution, wholesale trade, and
                          construction. In 1996, roughly 34 new companies came
                          to the Las Vegas area, employing almost 3,000 people.
                          These new employees were estimated to have a
                          $136-million impact on the local economy. While the
                          service sector is currently expanding at the most
                          rapid rate (and contributes the largest share of total
                          employment), higher value-added jobs continue to be
                          created in the manufacturing and distribution sectors.
                          These two areas make up the major employment
                          classifications of firms relocating to the area.
                          Nevada's tax structure is favorable for individuals
                          and corporations and has provided the impetus for
                          rapid corporate in-migration. While these sectors have
                          emerged within Las Vegas, the area's driving force is,
                          and will continue to be, gaming-related tourism.
                          Between 1992 and 1996, Las Vegas experienced an
                          expansion in room inventory of approximately 29.5% or
                          almost 23,000 rooms. According to Las Vegas
                          Perspective, 1996, published by the Las Vegas Review
                          Journal, this expansion in rooms inventory is
                          estimated to have created more than 30,000 new jobs.
                          The total indirect economic impact was estimated to
                          affect as many as 60,000


HVS International, Mineola, New York                     Market Area Analysis  2


                          individuals. This "boom" favorably impacted the
                          commercial construction sub-segment of the local
                          economy, which continues to fuel economic growth.
                          Similarly, another round of room construction is
                          underway, with approximately 10,000 to 15,000 more
                          rooms expected to enter the market. This wave of
                          construction is expected to create roughly 15,000 more
                          new jobs. This type of growth creates a chain reaction
                          impacting existing businesses, creating the demand for
                          new business, increasing the number of housing
                          permits, and ultimately growing the county's tax base.
                          This results in an expanded and improved
                          infrastructure. This expansion is anticipated to
                          benefit the entire Las Vegas community.

Demographic Review        Based on fieldwork conducted in the area and our
                          in-house sources, we have evaluated various economic
                          and demographic statistics to determine trends in
                          lodging demand. A primary source of economic and
                          demographic statistics used in this analysis is the
                          Complete Economic and Demographic Data Source
                          published by Woods & Poole Economics, Inc., a
                          well-regarded forecasting service based in Washington,
                          DC. Using a data base containing more than 300
                          variables for each county in the nation, Woods & Poole
                          employs a sophisticated regional model to forecast
                          economic and demographic trends. Historical statistics
                          are based on census data and information published by
                          the Bureau of Economic Analysis. Projections are
                          formulated by Woods and Poole.

Population                Historical and projected population trends often
                          reflect the economic climate of a locale, and thus
                          have an impact on the demand for hotels, office space,
                          retail outlets, and recreational facilities. The
                          catalysts for population growth in the Las Vegas area
                          were the completion of the Hoover Dam and the
                          legalization of gambling in 1931. The dam project
                          provided affordable water and power and set the stage
                          for the evolution of the gaming industry as the
                          primary local industry. A major government presence
                          was established with the creation of what is now
                          Nellis Air Force Base (12 miles northeast of Las
                          Vegas) and the Nevada Nuclear Test Site (20 miles to
                          the north).

                          Historically, population growth in Clark County and
                          the Las Vegas MSA has exceeded national averages.
                          Between 1980 and 1990, the population of Clark County
                          increased at an average annual compounded rate of
                          4.9%, and the Las Vegas MSA registered a comparable
                          growth rate of 5.0%. The state maintained a slightly
                          lower increase of 4.2% annually, but all of these
                          figures were significantly higher than the national
                          rate of 0.9% per year during the same period.

                          According to the Convention and Visitors Authority,
                          between 4,000 and 6,000 people move into Clark County
                          each month. Between 1990 and 1996, the county
                          population rose by 5.3% annually, which was slightly
                          higher than the 5.2% growth rate in the Las Vegas MSA.
                          Nevada as a whole maintained an average annual
                          compounded population increase of 4.3% during this
                          period. The national gain was


HVS International, Mineola, New York                     Market Area Analysis  3


                          far lower, at approximately 1.0% annually. It is
                          estimated that approximately 65% of Nevada's
                          population growth during the past five years has
                          resulted from migration from other states.

                          Projections indicate that population growth in the
                          region will continue to outpace national averages.
                          Between 1996 and 2000, Clark County is expected to
                          undergo a population increase of 3.1% per year, which
                          is similar to the anticipated MSA gain of 3.1%. The
                          population of the state is projected to increase at an
                          average annual compounded rate of 2.6% through the end
                          of the decade, far outpacing the 0.9% annual growth
                          rate in the nation as a whole.

Retail Sales              Trends in retail sales reflect changes in population
                          and propensity of area residents to spend money on
                          goods. Like population trends, retail sales tend to
                          reflect the economic health and vitality of the
                          market.

                          Although retail sales in the United States increased
                          at an average annual compounded rate of only 1.6%
                          between 1980 and 1990 (following adjustments for
                          inflation), far higher rates were apparent in Clark
                          County (at 4.4%), the Las Vegas MSA (at 4.5%), and the
                          State of Nevada (at 3.4%). Growth in retail sales
                          surged between 1990 and 1996 for the county, MSA, and
                          the state recording annual average growth of 6.2%,
                          6.2%, and 5.2%, respectively, continuing to outpace
                          annual average growth in the nation (at 1.8%). Several
                          retail centers and one regional shopping mall opened
                          between 1993 and 1995, adding approximately 2,000,000
                          square feet of additional retail space to the area. As
                          of December 1996, the inventory of gross leasable
                          retail space in the city was estimated at roundly
                          22,000,000 square feet, and the overall vacancy rate
                          was roughly 5.4%.

                          There are several major developments that should boost
                          the area's retail sector during the next several
                          years. These include Phase III of the Forum Shops at
                          Caesars Palace (450,000 square feet), a
                          500,000-square-foot shopping mall at the proposed
                          Venetian Resort on the Strip, and the
                          450,000-square-foot Desert Passage Shopping Bazaar at
                          the subject property.

                          While several new retail centers are in the planning
                          stages, projections indicate retail sales growth
                          should moderate through 2000. Specifically, average
                          annual compounded growth is anticipated at rates of
                          3.3% in Clark County, 3.3% in the Las Vegas MSA, and
                          2.8% in the State of Nevada. A more moderate increase
                          of 1.1% annually is projected for the nation.

Personal Income           As with population and retail sales, Clark County and
                          the Las Vegas MSA have far surpassed the nation in
                          terms of historical personal income growth. Between
                          1980 and 1990, the county and the MSA maintained an
                          average annual compounded growth rate of 6.0% and
                          6.1%, respectively. Nevada trailed somewhat, but still


HVS International, Mineola, New York                     Market Area Analysis  4


                          maintained a significant growth rate of 5.2% annually
                          after adjustment for inflation. Personal income in the
                          United States increased at a substantially lower rate
                          of 2.6% annually between 1980 and 1990. Similar trends
                          were apparent during the shorter period of 1990
                          through 1996, when personal income growth rates
                          equated to 6.6% in Clark County, 6.5% in the Las Vegas
                          MSA, 5.6% in Nevada, and 2.1% in the United States.

                          More moderate gains in personal income are anticipated
                          in the subject property's area between 1996 and 2000.
                          The county and Las Vegas MSA are projected to achieve
                          an average annual compounded increase of 4.4% during
                          this period, and the State of Nevada 3.8%. On a
                          nationwide basis, personal income is expected to
                          increase by 2.1% annually through the end of the
                          decade.

Employment                With the exception of farming and the federal military
                          government, virtually all employment sectors in Clark
                          County exhibited significant growth between 1980 and
                          1996. The strongest gain was in the relatively small
                          agricultural services sector, which exhibited an
                          average annual compounded increase of 8.8%. Wholesale
                          and retail trade employment rose at rates of 6.9% and
                          5.1%, respectively, yielding an overall 5.4% annual
                          increase in the trade sector. Substantial gains of
                          7.7% and 5.9% were apparent in construction and
                          service employment, and there was moderate growth in
                          government, manufacturing, TCPU (transportation,
                          communications, and public utilities), and FIRE
                          (finance, insurance, and real estate) sectors. Total
                          employment in Clark County increased at an average
                          annual compounded rate of 5.5% between 1980 and 1996.

                          Employment increases were more moderate during the
                          short-term historical period. The agricultural
                          services sector maintained the highest average annual
                          compounded increase (at 6.0%) between 1990 and 1996.
                          Slightly lower increases were registered in the
                          manufacturing and services categories (at 5.9% and
                          5.7%, respectively). In addition, total trade at 5.1%
                          and construction at 4.8% showed strong annual growth.
                          There were also robust gains in the TCPU and FIRE
                          categories. Overall employment growth in the county
                          averaged 5.2% annually between 1990 and 1996.

                          Employment growth in the county is expected to
                          continue, albeit at rates lower than those achieved
                          historically. Overall, employment growth is expected
                          to average 2.9% per year throughout Clark County
                          through 2000.

Unemployment Statistics   The following table presents historical average
                          unemployment rates for Clark County, versus those of
                          the state of Nevada and the nation, from 1987 to 1996.


HVS International, Mineola, New York                     Market Area Analysis  5


Unemployment Statistics

                                       Clark       State of   United
                            Year       County      Nevada     States
                          ---------------------------------------------
                            1987        6.5%         6.3%      6.2%
                            1988        5.4          5.2       5.5
                            1989        5.0          5.0       5.3
                            1990        6.0          4.9       5.5
                            1991        6.6          5.6       5.7
                            1992        7.6          6.7       7.4
                            1993        6.0          7.3       6.8
                            1994        4.7          6.2       6.0
                            1995        4.4          5.4       5.6
                            1996        5.0          5.4       5.4
                                                            
                          Source: Nevada Department of Employment Security

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

                          In the above chart, historical unemployment rates for
                          the Clark County MSA are compared to those of the
                          state and the nation. For the nation as a whole,
                          unemployment rates continued to increase through 1992.
                          A slight decrease was shown in 1993, indicating a
                          sluggish economy and slow recovery from the early
                          1990s' recession. A modest increase in unemployment
                          was recorded through 1993 in the state of Nevada;
                          however, in 1994 and 1995 unemployment dropped
                          noticeably in the county and state, mirroring a trend
                          in the national unemployment level. According to state
                          officials, the early 1990s' increase in unemployment
                          was a function of job growth not keeping pace with
                          rapid population growth. The continued expansion of
                          the resort industry through the mid 1990s kept
                          unemployment to a minimum. However, in 1996 county
                          unemployment surged to 5.0% from 4.4%. This is related
                          to a lack of resort industry growth in 1996. As
                          several new resorts are currently in the planning
                          stages, unemployment is expected to again decrease in
                          the near future.

Government                Clark County operates as an independent political
                          entity, and is administered by a County Manager who
                          is, in turn, supervised by a seven-person Board of
                          Commissioners. The various city administrations in the
                          area consist of Mayors, five-person City Councils,
                          City Managers, and support departments.

Education                 The Clark County School District is undergoing rapid
                          growth. Enrollment increased from 86,927 students in
                          1980 to 176,106 in 1996 and an anticipated 233,000 by
                          2000. The county is currently ranked as the tenth
                          largest school district in the United States. The area
                          is served by 194 schools with 11 new facilities
                          planned to open in 1997.


HVS International, Mineola, New York                     Market Area Analysis  6


                          Higher education is available at Clark County
                          Community College, a multi-campus institution serving
                          four counties in southern Nevada. Enrollment is
                          estimated at 25,000. The University of Nevada at Las
                          Vegas has a 335-acre campus located on Maryland
                          Parkway, between Tropicana Avenue and Flamingo Road
                          approximately two miles east of the proposed subject
                          property. This school has a faculty of more than 600,
                          73% of whom hold doctorates. Current enrollment is
                          roundly 20,000 students participating in more than 137
                          undergraduate, graduate, and doctoral degree programs.

Water                     Water is supplied to the Las Vegas metropolitan area
                          from two primary sources. Underground wells contribute
                          approximately 25% of the water supply, and the
                          remainder is provided by the Colorado River. Nevada is
                          limited to 309,000 acre-feet of water from the
                          Colorado River. The Las Vegas Valley Water District
                          redistributes the supply to Clark County and the City
                          of Las Vegas. North Las Vegas, Henderson, and Boulder
                          City have their own water distribution systems. Water
                          rates in the area are relatively low compared to those
                          in other western cities.

                          In the early spring of 1991, the Las Vegas Valley
                          Water District stopped issuing will-serve letters for
                          water service to land not yet planned for development;
                          the moratorium lasted six months. Currently,
                          will-serve letters and conditional commitment
                          agreements are granted on a first-come, first-serve
                          basis. If the developer does not build and exercise
                          the water rights within a specified period, the
                          agreement expires. It is too soon to evaluate this
                          plan's impact on construction in the Las Vegas market,
                          but it may have a negative impact on vacant land
                          parcels by requiring developers to build within a
                          specified time period.

                          Officials of the Las Vegas Valley Water District are
                          exploring ways to reduce consumption and increase
                          supply, because additional water resources are
                          necessary to sustain the area's growth. In 1991, the
                          Southern Nevada Water Authority was established to
                          address regional water issues, and it has acquired
                          rights from Southern California Edison and is
                          negotiating with Basic Management, Inc., for a portion
                          of their Colorado River rights. Additional
                          appropriations are being sought for the Virgin River.
                          In 1993, 320,000,000 gallons of water were delivered
                          from Lake Mead to the Las Vegas Valley each day. In
                          1994, the volume of river water available to Las Vegas
                          was increased by 80,000,000 gallons per day, and the
                          delivery system is scheduled for completion by the end
                          of 1997. The Southern Nevada Water Authority has also
                          established a committee to study water issues related
                          to resources, conservation, and facilities. Given the
                          extensive growth that is underway in the Las Vegas
                          Valley, water availability is expected to become the
                          most critical development constraint.

Transportation            Ease of transportation has a significant impact on a
                          hotel and casino's level of visitation. As noted
                          earlier, Las Vegas is easily accessible from a variety
                          of


HVS International, Mineola, New York                     Market Area Analysis  7


                          highways and McCarran International Airport. The
                          following table summarizes the modes of transportation
                          used by visitors arriving in Las Vegas, as compiled by
                          the Las Vegas Convention and Visitors Authority.

Modes of Transportation Used by Las Vegas Visitors



                1985    1986    1987    1988    1989    1990    1991    1992    1993    1994    1995    1996
- -------------------------------------------------------------------------------------------------------------
                                                                      
Airlines        38.5%   40.9%   45.2%   43.7%   42.3%   41.7%   42.4%   42.3%   44.1%   44.3%   44.7%   45.7%
Automobiles     49.0%   47.0%   44.7%   45.2%   47.2%   46.8%   46.9%   46.9%   45.1%   46.9%   47.0%   47.0%
Bus             12.4%   12.1%   10.0%   11.0%   10.1%   11.2%   10.4%   10.4%   10.5%    8.5%    8.0%    7.0%
Train            0.1%    0.1%    0.1%    0.1%    0.4%    0.4%    0.4%    0.4%    0.3%    0.3%    0.3%    0.3%

                              Source: Las Vegas Convention and Visitors Authority

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


                          As shown, the percentage of visitors arriving in Las
                          Vegas by airplane increased from 38.5% in 1985 to
                          45.7% in 1996, while the percentage of visitors
                          relying on automobile transportation declined from
                          49.0% to 47.0%. Bus travel also decreased from 12.4%
                          to 7.0%, and the number of visitors arriving by train
                          rose slightly, from 0.1% in 1985 to 0.3% in 1996.

Tourism and Visitation    Tourism plays a crucial role in lodging demand. This
                          is especially true in Las Vegas due to its status as
                          the "Gaming Capital of the World." The following chart
                          offers statistics highlighting the growth in tourism
                          in Las Vegas.


HVS International, Mineola, New York                     Market Area Analysis  8


Tourism Statistics - Las Vegas, Nevada



                   Visitor Volume                         McCarran Airport                    Convention Visitation     
         ----------------------------------   ---------------------------------------   --------------------------------
                                    Annual                                  Annual                             Annual   
                             %     Compound                         %      Compound %      Total        %     Compound %
  Year   Total Visitors   Change   % Change   Total Passengers   Change      Change     Attendance   Change    Change   
- ------------------------------------------------------------------------------------------------------------------------
                                                                                          
  1983     12,348,270       ---      ---         10,312,842        ---        ---         943,611      ---       ---    
  1984     12,843,433       4.0%     4.0%        10,141,809       (1.7)%     (1.7)%     1,050,916     11.4%     11.4%   
  1985     14,194,189      10.5      7.2         10,924,047        7.7        2.9       1,072,629      2.1       6.6    
  1986     15,196,284       7.1      7.2         12,428,748       13.8        6.4       1,519,421     41.7      17.2    
  1987     16,216,102       6.7      7.0         15,582,302       25.4       10.9       1,677,716     10.4      15.5    
  1988     17,199,808       6.1      6.9         16,231,199        4.2        9.5       1,702,158      1.5      12.5    
  1989     18,129,684       5.4      6.6         17,106,948        5.4        8.8       1,508,842    (11.4)      8.1    
  1990     20,954,420      15.6      7.8         19,089,684       11.6        9.2       1,742,194     15.5       9.2    
  1991     21,315,116       1.7      7.1         20,171,557        5.7        8.7       1,794,444      3.0       8.4    
  1992     21,886,865       2.7      6.6         20,912,585        3.7        8.2       1,969,435      9.8       8.5    
  1993     23,522,593       7.5      6.7         22,492,156        7.6        8.1       2,439,734     23.9      10.0    
  1994     28,214,362      19.9      7.8         26,850,486       19.4        9.1       2,684,171     10.0      10.0    
  1995     29,002,122       2.8      7.4         28,027,239        4.4        8.7       2,924,879      9.0       9.9    
  1996     29,636,361       2.2      7.0         30,459,965        8.7        8.7       3,305,507     13.0      10.1    

YTD 5/96   12,229,504                            12,686,658                             1,617,891                       
YTD 5/97   12,871,828       5.3%                 12,808,522        1.0%                 1,701,168      5.1%             


                   Interstate 15 Traffic
         -------------------------------------
                                       Annual
                                      Compound
  Year   Total Vehicles   % Change    % Change
- ----------------------------------------------
  1983     2,465,848          ---       ---
  1984     2,518,718          2.1%      2.1%
  1985     2,596,633          3.1       2.6
  1986     2,679,180          3.2       2.8
  1987     2,908,674          8.6       4.2
  1988     3,003,247          3.3       4.0
  1989     3,444,577         14.7       5.7
  1990     3,751,181          8.9       6.2
  1991     3,757,233          0.2       5.4
  1992     3,824,286          1.8       5.0
  1993     3,943,857          3.1       4.8
  1994     4,201,310          6.5       5.0
  1995     4,276,658          1.8       4.7
  1996     4,552,183          6.4       4.8

YTD 5/96   1,781,112      
YTD 5/97   1,913,381          7.4%

               Source: Las Vegas Convention and Visitors Authority
- --------------------------------------------------------------------------------


HVS International, Mineola, New York                     Market Area Analysis  9


                          Las Vegas Tourism Statistics

   [The following table was depicted as a bar chart in the printed material.]

Year    Total Visitors    Total Passengers   Total Attendance   Total Vehicles
- ----    --------------    ----------------   ----------------   --------------

1983      12,348,270         10,312,842           943,611          2,465,848
1984      12,843,433         10,141,809         1,050,916          2,518,718
1985      14,194,189         10,924,047         1,072,629          2,596,633
1986      15,196,284         12,428,748         1,519,421          2,679,180
1987      16,216,102         15,582,302         1,677,716          2,908,674
1988      17,199,808         16,231,199         1,702,158          3,003,247
1989      18,129,684         17,106,948         1,508,842          3,444,577
1990      20,954,420         19,089,684         1,742,194          3,751,181
1991      21,315,116         20,171,557         1,794,444          3,757,233
1992      21,886,865         20,912,585         1,969,435          3,824,286
1993      23,522,593         22,492,156         2,439,734          3,943,857
1994      28,214,362         26,850,486         2,684,171          4,201,310
1995      29,002,122         28,027,239         2,924,879          4,276,658
1996      29,636,361         30,459,965         3,305,507          4,552,183


HVS International, Mineola, New York                    Market Area Analysis  10


                          As the preceding chart indicates, visitor volume in
                          Las Vegas has been rising for the past decade. While
                          1990 showed a notable increase in the amount of people
                          visiting Las Vegas, visitor volume growth in 1991 and
                          1992 slowed dramatically. The 1990 increase is
                          attributable to two new mega-resorts (the Excalibur
                          and Mirage) opening during this year. The subsequent
                          slowing of growth is attributable to the nationwide
                          economic recession, as well as the Persian Gulf War,
                          both of which caused considerable declines in travel
                          throughout the nation. In 1993, visitor volume began
                          to increase sharply once again, with 7.5% growth over
                          the 1992 level. In addition, 1994 statistics show a
                          dramatic increase (of 19.9%) over 1993 levels due to
                          low-cost air travel (brought about by price wars) as
                          well as another round of mega-resort openings in late
                          1993 and 1994 (Treasure Island, Luxor, MGM Grand). In
                          1995 and 1996, growth in visitor volume again slowed,
                          but posted positive overall growth rates of 2.8% and
                          2.2%, respectively. Through May 1997, total visitor
                          counts have increased 5.3% over the same period in
                          1996, owing to the addition of yet another
                          mega-resort, New York - New York, to Las Vegas. In the
                          future, visitors are expected to flock to Las Vegas in
                          the wake of another round of new mega-resort
                          development. 

                          Airport volume statistics are also important
                          indicators of lodging demand. Depending on the type of
                          service provided by a particular airfield, a sizable
                          percentage of arriving passengers may require hotel
                          accommodations. Passenger count trends also reflect
                          local business activity and the overall economic
                          health of the area. As the previous chart indicates,
                          passenger counts at McCarran International Airport,
                          much like visitor volume, grew rapidly in 1990, then
                          receded in 1991 and 1992 due to the Persian Gulf War.
                          While 1991 and 1992 figures grew at a slower pace,
                          1993 figures grew significantly and 1994 figures show
                          a dramatic 19.4% increase over 1993. Statistics for
                          1995 showed a slowing of the strong growth witnessed
                          in 1994. However, passenger counts increased markedly
                          in 1996 by 8.7%. According to McCarran International
                          Airport's Planning Division, the increase in 1996
                          passenger levels is directly attributable to a
                          multi-million dollar expansion of the airport. A
                          tunnel connecting the airport with I-15 (to the south
                          of the airport) opened in late 1995, providing easier
                          access to and from the airport. In addition, a
                          nine-story parking structure with a capacity for 8,000
                          vehicles opened in 1996. Furthermore, construction is
                          underway for a new terminal building. According to
                          McCarran officials, the airport expects to service
                          approximately 35 million passengers annually by 2000.

                          Convention visitation is also an important statistic
                          in analyzing tourism and lodging demand. The Las Vegas
                          Convention Center is a state-of-the-art facility which
                          underwent a $45-million expansion and renovation in
                          1992. The convention center features 1.3 million
                          square feet of exhibit and meeting space and is
                          located roughly three miles from the subject property.
                          Convention trade publications consistently 


HVS International, Mineola, New York                    Market Area Analysis  11


                          rank Las Vegas among the nation's top convention and
                          meeting destinations. Delegate attendance, as depicted
                          in the previous chart, increased rapidly in 1990, at a
                          15.5% rate; growth slowed in 1991 to a 3.0% rate. In
                          1992, attendance increased at a favorable rate of
                          9.8%, while 1993 figures indicate phenomenal 23.9%
                          growth. While in 1994 and 1995 growth in convention
                          attendance slowed to 10.0% and 9.0% respectively,
                          these rates were still robust. In addition, convention
                          attendance surged in 1996 by 13.0% and has increased
                          by 5.1% through May 1997 as compared to the same
                          period. 

                          In response to the tremendous growth witnessed in
                          convention visitation, there are plans to expand the
                          Las Vegas Convention Center. According to center
                          officials, the plans call for approximately double the
                          existing meeting and exhibit space. No time table has
                          been set for the completion of the project, but it is
                          expected by 2000. 

                          In addition, the Las Vegas Convention center is well
                          pre-booked in the next few years. The following chart
                          shows pre-booking statistics for the Las Vegas
                          Convention Center for the next two years.


HVS International, Mineola, New York                    Market Area Analysis  12


Major Conventions, Las Vegas Convention Center, 1998-1999

                                                                        Expected
         Dates                Convention                              Attendance
- --------------------------------------------------------------------------------

1998     Jan. 8 - Jan. 11     Consumer Electronics Show                 100,000
         Jan. 18 - Jan 21     Souvenier Super Show                       50,000
         Jan. 27 - Feb. 30    Shooting and Hunting Outdoor Convention    35,000
         Feb. 17 - Feb. 20    MAGIC - Men's Apparel Guild                70,000
         Feb. 22 - Feb. 26    Associated Surplus Dealers                 50,000
         May 4 - May 8        NETWORLD+ INTEROP                          60,000
         May 19 - May 21      Intl. Council of Shopping Centers          30,000
         Aug. 31 - Sept. 1    MAGIC - Men's Apparel Guild                90,000
         Nov. 3 - Nov. 6      Specialty Equipment Marketing Assoc.       60,000
         Nov. 16 - Nov. 19    COMDEX                                    210,000

1999     Jan. 7 - Jan. 10     Consumer Electronics Show                 100,000
         Jan. 19 - Jan. 22    World of Concrete Exposition               30,000
         Mar. 24 - Mar. 28    CONEXPO - CON/AGG                         130,000
         Aug. 15 - Aug 19     Associated Surplus Dealers                 32,000
         Nov. 15 - Nov. 19    COMDEX                                    190,000

               Source: Las Vegas Convention and Visitors Authority
- --------------------------------------------------------------------------------

                          As approximately 40% of visitors to Las Vegas arrive
                          by car, the volume of traffic passing through the
                          market can have a direct impact on gaming and lodging
                          demand. As mentioned, access to Las Vegas from its
                          primary feeder market of California is provided via
                          I-15. Traffic counts along this freeway at the Nevada
                          State Line have increased steadily over the past few
                          years. Specifically, traffic counts increased by 3.1%
                          in 1993, 6.5% in 1994, 1.8% in 1995, and 6.4% in 1996.
                          In addition, through May 1997, traffic counts have
                          surged 7.4% as compared to the same period in 1996.
                          Overall, the increase in traffic along I-15 bodes well
                          for the subject's market area.

                          In light of the recent resurgence in visitor volume,
                          McCarran International airport's expansion plans, the
                          planned expansion and strong pre-bookings at the Las
                          Vegas Convention Center, the significant increase in
                          convention attendance over the past few years, and
                          increasing traffic counts, Las Vegas appears poised to
                          continue its success in attracting tourists.

Conclusion                Economic conditions in the subject market area tend to
                          vary with tourism and visitation to the area. During
                          the 1980s Las Vegas experienced substantial growth in
                          tourism and the economy expanded. The growth slowed in
                          the early 1990s but has resurged late, with the
                          opening of several mega-resorts between 1993 and 1997.
                          In addition, several new mega-resorts are slated to
                          open before 2000. As such, Las Vegas is experiencing
                          continued growth in tourism and additional growth is


HVS International, Mineola, New York                    Market Area Analysis  13


                          expected. The following tables summarize the economic
                          and demographic trends discussed throughout this
                          section. All figures that reflect dollar amounts have
                          been adjusted for inflation, and thus the growth rates
                          reflect real change.


HVS International, Mineola, New York                    Market Area Analysis  14


Economic and Demographic Data for the Subject Property's Market Area



                                                                                                              Avg. Annual
Data Type                                                              Period     Data Point    Data Point   Comp. Change
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Long-Term Historical Population
      Clark County                                                   1980-1996         469.2       1,026.0       5.0%
      Las Vegas, NV-AZ MSA                                           1980-1996         535.1       1,177.2       5.1
      State of Nevada                                                1980-1996         810.2       1,573.3       4.2
      United States                                                  1980-1996     227,225.6     265,225.5       1.0
Short-Term Historical Population                                     
      Clark County                                                   1990-1996         754.6       1,026.0       5.3
      Las Vegas, NV-AZ MSA                                           1990-1996         867.8       1,177.2       5.2
      State of Nevada                                                1990-1996       1,218.6       1,573.3       4.3
      United States                                                  1990-1996     249,403.0     265,225.5       1.0
Projected Population                                                 
      Clark County                                                   1996-2000       1,026.0       1,157.1       3.1
      Las Vegas, NV-AZ MSA                                           1996-2000       1,177.2       1,327.8       3.1
      State of Nevada                                                1996-2000       1,573.3       1,741.6       2.6
      United States                                                  1996-2000     265,225.5     274,581.0       0.9
Long-Term Historical Retail Sales                                    
      Clark County                                                   1980-1996       4,443.3       9,806.1       5.1
      Las Vegas, NV-AZ MSA                                           1980-1996       4,943.0      11,069.0       5.2
      State of Nevada                                                1980-1996       7,811.2      14,813.0       4.1
      United States                                                  1980-1996   1,636,425.6   2,143,737.6       1.7
Short-Term Historical Retail Sales                                   
      Clark County                                                   1990-1996       6,832.5       9,806.1       6.2
      Las Vegas, NV-AZ MSA                                           1990-1996       7,706.2      11,069.0       6.2
      State of Nevada                                                1990-1996      10,936.8      14,813.0       5.2
      United States                                                  1990-1996   1,926,189.3   2,143,737.6       1.8
Projected Retail Sales                                               
      Clark County                                                   1996-2000       9,806.1      11,175.6       3.3
      Las Vegas, NV-AZ MSA                                           1996-2000      11,069.0      12,615.2       3.3
      State of Nevada                                                1996-2000      14,813.0      16,535.0       2.8
      United States                                                  1996-2000   2,143,737.6   2,239,888.5       1.1
Long-Term Historical Retail Sales Per Capita                         
      Clark County                                                   1980-1996       9,470.0       9,557.6       0.1
      Las Vegas, NV-AZ MSA                                           1980-1996       9,237.2       9,403.1       0.1
      State of Nevada                                                1980-1996       9,640.8       9,415.1      (0.1)
      United States                                                  1980-1996       7,201.8       8,082.7       0.7
Short-Term Historical Retail Sales Per Capita                        
      Clark County                                                   1990-1996       9,054.9       9,557.6       0.9
      Las Vegas, NV-AZ MSA                                           1990-1996       8,880.1       9,403.1       1.0
      State of Nevada                                                1990-1996       8,974.6       9,415.1       0.8
      United States                                                  1990-1996       7,723.2       8,082.7       0.8

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



HVS International, Mineola, New York                    Market Area Analysis  15


Economic and Demographic Data for the Subject Property's Market Area



                                                                                                              Avg. Annual
Data Type                                                            Period       Data Point    Data Point   Comp. Change
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Projected Personal Retail Sales Per Capita
      Clark County                                                   1996-2000       9,557.6       9,658.3       0.3
      Las Vegas, NV-AZ MSA                                           1996-2000       9,403.1       9,500.8       0.3
      State of Nevada                                                1996-2000       9,415.1       9,494.4       0.2
      United States                                                  1996-2000       8,082.7       8,157.5       0.2
Long-Term Historical Eating and Drinking Place Sales
      Clark County                                                   1980-1996         475.0       1,097.3       5.4
      Las Vegas, NV-AZ MSA                                           1980-1996         519.5       1,210.5       5.4
      State of Nevada                                                1980-1996         784.3       1,549.8       4.3
      United States                                                  1980-1996     153,945.2     225,235.6       2.4
Short-Term Historical Eating and Drinking Place Sales
      Clark County                                                   1990-1996         777.6       1,097.3       5.9
      Las Vegas, NV-AZ MSA                                           1990-1996         854.8       1,210.5       6.0
      State of Nevada                                                1990-1996       1,147.0       1,549.8       5.1
      United States                                                  1990-1996     199,371.1     225,235.6       2.1
Projected Eating and Drinking Place Sales
      Clark County                                                   1996-2000       1,097.3       1,295.6       4.2
      Las Vegas, NV-AZ MSA                                           1996-2000       1,210.5       1,429.6       4.2
      State of Nevada                                                1996-2000       1,549.8       1,798.6       3.8
      United States                                                  1996-2000     225,235.6     244,351.7       2.1
Long-Term Historical Eating and Drinking Place Sales Per Capita
      Clark County                                                   1980-1996       1,012.3       1,069.5       0.3
      Las Vegas, NV-AZ MSA                                           1980-1996         970.7       1,028.3       0.4
      State of Nevada                                                1980-1996         968.0         985.1       0.1
      United States                                                  1980-1996         677.5         849.2       1.4
Short-Term Historical Eating and Drinking Place Sales Per Capita
      Clark County                                                   1990-1996       1,030.5       1,069.5       0.6
      Las Vegas, NV-AZ MSA                                           1990-1996         985.0       1,028.3       0.7
      State of Nevada                                                1990-1996         941.2         985.1       0.8
      United States                                                  1990-1996         799.4         849.2       1.0
Projected Eating and Drinking Place Sales Per Capita
      Clark County                                                   1996-2000       1,069.5       1,119.7       1.2
      Las Vegas, NV-AZ MSA                                           1996-2000       1,028.3       1,076.7       1.2
      State of Nevada                                                1996-2000         985.1       1,032.7       1.2
      United States                                                  1996-2000         849.2         889.9       1.2
Long-Term Historical Personal Income
      Clark County                                                   1980-1996       8,873.4      23,417.1       6.3
      Las Vegas, NV-AZ MSA                                           1980-1996       9,809.9      25,815.0       6.2
      State of Nevada                                                1980-1996      16,003.1      36,775.7       5.3
      United States                                                  1980-1996   3,861,548.9   5,687,220.1       2.4

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



HVS International, Mineola, New York                    Market Area Analysis  16


Economic and Demographic Data for the Subject Property's Market Area



                                                                                                              Avg. Annual
Data Type                                                            Period       Data Point    Data Point   Comp. Change
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Short-Term Historical Personal Income
      Clark County                                                   1990-1996      15,944.8      23,417.1       6.6  
      Las Vegas, NV-AZ MSA                                           1990-1996      17,688.9      25,815.0       6.5
      State of Nevada                                                1990-1996      26,568.5      36,775.7       5.6
      United States                                                  1990-1996   5,011,216.3   5,687,220.1       2.1
Projected Personal Income                                            
      Clark County                                                   1996-2000      23,417.1      27,826.0       4.4
      Las Vegas, NV-AZ MSA                                           1996-2000      25,815.0      30,667.9       4.4
      State of Nevada                                                1996-2000      36,775.7      42,764.1       3.8
      United States                                                  1996-2000   5,687,220.1   6,172,122.3       2.1
Long-Term Personal Income per Capita                                 
      Clark County                                                   1980-1996      18,912.0      22,824.0       1.2
      Las Vegas, NV-AZ MSA                                           1980-1996      18,332.0      21,930.0       1.1
      State of Nevada                                                1980-1996      19,751.0      23,375.0       1.1
      United States                                                  1980-1996      16,994.0      21,443.0       1.5
Short-Term Historical Personal Income per Capita                     
      Clark County                                                   1990-1996      21,131.0      22,824.0       1.3
      Las Vegas, NV-AZ MSA                                           1990-1996      20,383.0      21,930.0       1.2
      State of Nevada                                                1990-1996      21,802.0      23,375.0       1.2
      United States                                                  1990-1996      20,093.0      21,443.0       1.1
Projected Personal Income per Capita                                 
      Clark County                                                   1996-2000      22,824.0      24,048.0       1.3
      Las Vegas, NV-AZ MSA                                           1996-2000      21,930.0      23,097.0       1.3
      State of Nevada                                                1996-2000      23,375.0      24,555.0       1.2
      United States                                                  1996-2000      21,443.0      22,478.0       1.2
Long-Term Historical Employment - Clark County                       
      Farm                                                           1980-1996           0.4           0.4      (1.0)
      Agriculture Services, Other                                    1980-1996           1.3           5.1       8.8
      Mining                                                         1980-1996           0.6           0.9       3.0
      Construction                                                   1980-1996          16.3          53.0       7.7
      Manufacturing                                                  1980-1996           7.3          16.5       5.3
      Trans., Comm. & Public Utils                                   1980-1996          13.7          28.4       4.6
      Total Trade                                                    1980-1996          50.8         117.0       5.4
        Wholesale Trade                                              1980-1996           6.5          18.9       6.9
        Retail Trade                                                 1980-1996          44.2          98.0       5.1
      Finance, Insurance, & Real Estate                              1980-1996          19.9          43.1       4.9
      Services                                                       1980-1996         116.9         292.4       5.9
      Total Government                                               1980-1996          37.7          63.1       3.3
        Federal Civilian Govt                                        1980-1996           4.9           8.0       3.1
        Federal Military Govt                                        1980-1996          10.3           9.9      (0.3)
        State & Local Govt                                           1980-1996          22.4          45.3       4.5
      TOTAL                                                          1980-1996         264.8         619.9       5.5




HVS International, Mineola, New York                    Market Area Analysis  17


Economic and Demographic Data for the Subject Property's Market Area



                                                                                                              Avg. Annual
Data Type                                                            Period       Data Point    Data Point   Comp. Change
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Short-Term Historical Employment - Clark County
      Farm                                                           1990-1996           0.5           0.4      (3.9)  
      Agriculture Services, Other                                    1990-1996           3.6           5.1       6.0
      Mining                                                         1990-1996           0.7           0.9       4.0
      Construction                                                   1990-1996          40.1          53.0       4.8
      Manufacturing                                                  1990-1996          11.7          16.5       5.9
      Trans., Comm. & Public Utils                                   1990-1996          20.9          28.4       5.3
      Total Trade                                                    1990-1996          86.7         117.0       5.1
        Wholesale Trade                                              1990-1996          14.3          18.9       4.8
        Retail Trade                                                 1990-1996          72.4          98.0       5.2
      Finance, Insurance, & Real Estate                              1990-1996          32.3          43.1       5.0
      Services                                                       1990-1996         209.2         292.4       5.7
      Total Government                                               1990-1996          50.9          63.1       3.7
        Federal Civilian Govt.                                       1990-1996           7.0           8.0       2.2
        Federal Military Govt.                                       1990-1996          11.0           9.9      (1.8)
        State & Local Govt.                                          1990-1996          32.9          45.3       5.5
      TOTAL                                                          1990-1996         456.4         619.9       5.2
Projected Employment - Clark County                                                                            
      Farm                                                           1996-2000           0.4           0.4      (0.1)
      Agriculture Services, Other                                    1996-2000           5.1           5.7       3.0
      Mining                                                         1996-2000           0.9           1.1       3.0
      Construction                                                   1996-2000          53.0          60.2       3.2
      Manufacturing                                                  1996-2000          16.5          17.8       1.8
      Trans., Comm. & Public Utils                                   1996-2000          28.4          30.6       2.0
      Total Trade                                                    1996-2000         117.0         131.5       3.0
        Wholesale Trade                                              1996-2000          18.9          21.2       2.9
        Retail Trade                                                 1996-2000          98.0         110.2       3.0
      Finance, Insurance, & Real Estate                              1996-2000          43.1          49.7       3.6
      Services                                                       1996-2000         292.4         329.5       3.0
      Total Government                                               1996-2000          63.1          67.8       1.8
        Federal Civilian Govt                                        1996-2000           8.0           8.6       1.7
        Federal Military Govt                                        1996-2000           9.9           9.9       0.1
        State & Local Govt                                           1996-2000          45.3          49.4       2.2
      TOTAL                                                          1996-2000         619.9         694.3       2.9




HVS International, Mineola, New York                             Certification 1


16.   Certification

We the undersigned appraisers, hereby certify:

                  A.    that the statements and opinions presented in this
                        restricted appraisal report subject to the limiting
                        conditions set forth, are correct to the best of our
                        knowledge and belief;

                  B.    that Mark D. Capasso and Anne R. Lloyd-Jones CRE,
                        personally inspected the property described in this
                        report and actively participated in the analysis;

                  C.    that the appraisers have extensive experience in the
                        valuation of casino hotels and believe that they are
                        competent to undertake this appraisal;

                  D.    that we have no current or contemplated interests in the
                        real estate that is the subject of this restricted
                        appraisal report;

                  E.    that we have no personal interest or bias with respect
                        to the subject matter of this letter or the parties
                        involved;

                  F.    that this restricted appraisal report sets forth all of
                        the limiting conditions (imposed by the terms of this
                        assignment) affecting the analyses, opinions, and
                        conclusions presented herein;

                  G.    that the fee paid for the preparation of this study is
                        not contingent upon the amount of the value estimate;

                  H.    that this restricted appraisal report has been prepared
                        in accordance with and is subject to the requirements of
                        the Code of Professional Ethics and Standards of
                        Professional Appraisal Practice of the Appraisal
                        Institute;

                  I.    that the use of this letter is subject to the
                        requirements of the Appraisal Institute relating to
                        review by its duly authorized representatives;

                  J.    that this letter has been prepared in accordance with
                        the Uniform Standards of Professional Appraisal Practice
                        (as adopted by the Appraisal Foundation);

                  K.    that no one other than the undersigned prepared the
                        analyses, conclusions, and opinions concerning real
                        estate that are set forth in this appraisal report;


HVS International, Mineola, New York                             Certification 2


                  L.    that as of the date of this restricted appraisal report,
                        Stephen Rushmore, CRE, MAI, CHA has completed the
                        requirements of the continuing education program of the
                        Appraisal Institute;

                  M.    that this appraisal is not based on a requested minimum
                        value, a specific value, or the approval of a loan.



                                      Mark D. Capasso, as an employee of
                                      Hotel Consulting Services,  Inc.



                                      Anne R. Lloyd Jones, CRE, as an employee 
                                      of Hotel Consulting Services, Inc.


                                      /s/ Stephen Rushmore

                                      Stephen Rushmore, CRE, MAI, CHA, as an
                                      employee of Hotel Consulting Services, 
                                      Inc.



                                November 25, 1997

Mr. Jim Riley
Bank of Nova Scotia, New York Agency
One Liberty Plaza
New York, New York 10005
(212) 225-5098 Phone
(212) 225-5172 Fax

                  Re:   Excess Land for the Proposed Aladdin Hotel and Casino
                        Mixed-Use Development
                        Las Vegas, Nevada
                        HVS Ref.: #9710413

Dear Mr. Riley:

Pursuant to your request, we submit this restricted appraisal report pertaining
to the above-captioned property.

This letter, which complies with the requirements set forth in the Uniform
Standards of Professional Appraisal Practice for a restricted appraisal report,
is a brief recapitulation of the appraisers' data, analyses, and conclusions and
is intended to be read in tandem with the self-contained appraisal of the
Proposed Aladdin Hotel and Casino dated October 7, 1997 that we prepared for
you. This letter does not include full discussion of the data, reasoning, and
analyses that were utilized in the appraisal process to develop the appraisers'
opinion of value. Supporting documentation is retained in the appraisers' file
and in the aforementioned self-contained appraisal of the Proposed Aladdin Hotel
and Casino dated October 7, 1997. The valuation is expressly made subject to all
normal assumptions and limiting conditions, a copy of which is provided along
with the certification.

Subject of the     
Appraisal

The subject of this restricted appraisal report are the fee simple interests in
a +/- 4.75-acre parcel of land and a +/- 12.42-acre parcel of land. These
parcels are a part of the +/- 34.31-acre parcel of land currently improved with
the Aladdin Hotel and Casino and Performing Arts Center. The subjects' civic
address is 3667 Las Vegas Boulevard, Las Vegas, Nevada. The +/- 4.75-acre parcel
is to be improved with a roughly 1,000-room hotel and casino with roughly 50,000
square feet of casino space, while the +/- 12.42-acre parcel will be improved
with a +/- 450,000 square foot shopping center and parking garage (the Desert
Passage). These two structures will be part of a larger mixed-use development
consisting of a 2,600-room hotel and a 100,000-square-foot casino (the Aladdin
Hotel and Casino), and the aforementioned smaller hotel casino and shopping
center.

Purpose of
the Assignment


                                       1


The purpose of the assignment is to estimate the market value of the +/- 4.75
acres of land allocated to the 1,000-room hotel and casino and the market value
of the +/- 12.42 acres of land allocated to the Desert Passage Shopping Center.
Market value is defined by the Office of the Comptroller of the Currency (OCC),
12CFR, Part 34 as follows:

The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently and knowledgeably, and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

      1.    buyer and seller are typically motivated;

      2.    both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    a reasonable time is allowed for exposure in the open market;

      4.    payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    the price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

Intended Use
of the Report

The valuation is being prepared for Bank of Nova Scotia, New York Agency for
financing purposes. None of the information presented should be disseminated to
the public or third parties without the express consent of HVS International.

Date of Inspection

The subject property was inspected on August 7, 1997 by Mark D. Capasso and Anne
R. Lloyd Jones, CRE.

Interest Valued

The property rights appraised are the fee simple ownership of the two parcels of
land.

Effective Dates
of Value

The effective date of appraisal for both the +/- 4.75-acre site allocated to the
1,000 room hotel and casino and the +/- 12.45 acres of land allocated to the
Dessert Passage Shopping Center is August 7, 1997.

Scope of
the Appraisal

All information was collected and analyzed by staff of HVS International.
Descriptive data and site plans for the subject property were supplied by the
developers, Aladdin Holdings, LLC. The site has been inspected and the


                                       2


developers and future management have been interviewed. We have gathered
economic data and information on comparable land sales. We have spoken with
buyers, sellers, brokers, developers and public officials. We have analyzed this
information and have considered the sales comparison approach to value.

In the development of the opinion of value, the appraisers performed a complete
appraisal process as defined by the Uniform Standards of Professional Practice.
This means that no departures from Standard 1 were invoked. This restricted
appraisal report presents only the appraisers' conclusions. Supporting
documentation is retained in the appraisers' file and is presented in our
self-contained appraisal dated October 7, 1997. In addition, included as an
addendum to this letter is a land sales adjustment grid detailing the various
adjustments made to the comparable land sales in order to arrive at a land value
conclusion.

Highest
and Best Use

Highest and best use is defined as "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."(1) Using these
criteria, it is our opinion that the highest and best use of the subject land is
to be improved with a hotel and casino and a shopping mall.

Summary of Analysis and Valuation


- ----------
(1)   Appraisal Institute. The Dictionary of Real Estate Appraisal. 3rd ed.
      Chicago: Author, 1993, p. 171.


                                       3


As mentioned in our self-contained appraisal of the proposed Aladdin Hotel and
Casino, the market value of the entire mixed-use site was estimated to be
$180,000,000. In addition, the market value of the roundly 16 acres allocated to
the Aladdin Hotel and Casino was estimated to be $135,000,000. Based on the
available data, our analysis, and experience in the hotel and casino industries,
it is our opinion that the market value of the +/- 4.75 acres of land allocated
to the 1,000-room hotel and casino portion of the development, as vacant and
including the development rights and entitlements, as of August 7, 1997, is:

                                   $15,100,000

                  FIFTEEN MILLION ONE HUNDRED THOUSAND DOLLARS

In addition, by subtracting the $135,000,000 value of the Aladdin Hotel and
Casino portion of the site and the $15,100,000 value of the 1,000-room hotel and
casino portion of the site from the $180,000,000 value of the entire site, we
are of the opinion that the +/- 12.42 acres of land allocated to the Desert
Passage Shopping Center portion of the development, as vacant and including the
development rights and entitlements, as of August 7, 1997, is:

                                   $29,900,000

                TWENTY-NINE MILLION NINE HUNDRED THOUSAND DOLLARS

Exposure and 
Marketing Periods

Based upon current market conditions, we believe the properties could transact
at this price with exposure and marketing periods of up to six months.


                                       4


We hereby certify that we have no undisclosed interest in the property, and our
employment and compensation are not contingent upon our valuation. This
restricted appraisal report is for internal use only and, as previously noted,
does not include full discussion of the data, reasoning, and analyses that were
utilized in the appraisal process. The valuation is expressly made subject to
all normal and specific assumptions and limiting conditions, a copy of which is
included in this restricted appraisal report.

                                   Very truly yours,
                                   HVS International
                                   A Division of Hotel Consulting Services, Inc.


                                   Mark D. Capasso
                                   Senior Associate


                                   Anne R. Lloyd-Jones, CRE
                                   Senior Vice President


                                   Stephen Rushmore, CRE, MAI, CHA
                                   President


                                       5


Statement of Assumptions
and Limiting Conditions

This restricted appraisal report complies with the requirements set forth under
Standards Rule 2-2(c) of the Uniform Standards of Professional Appraisal
Practice for a restricted appraisal report. As such, it does not include
discussions of the data, reasoning, and analyses that were used in the appraisal
process to develop the appraisers' opinion of value. Supporting documentation
concerning the data, reasoning, and analyses is retained in the appraisers'
file. The information contained in this letter is specific to the need of the
client and for the intended use stated in this letter. The appraisers are not
responsible for unauthorized use of this report. 

This restricted appraisal report is to be used in whole and not in part. 

No responsibility is assumed for matters of a legal nature, nor do we render any
opinion as to title, which is assumed to be marketable and free of any deed
restrictions and easements. The property is valued as though free and clear
unless otherwise stated.

There are no hidden or unapparent conditions of the property, sub-soil or
structures, such as underground storage tanks, that would render it more or less
valuable. No responsibility is assumed for these conditions or any engineering
that may be required to discover them.

We have not considered the existence of potentially hazardous materials used in
the construction or maintenance of the building, such as asbestos, urea
formaldehyde foam insulation, or PCBs, nor have we considered the presence of
any form of toxic waste. Furthermore, we have also not considered
polychlorinated biphengyls, pesticides, and lead-based paints. The appraisers
are not qualified to detect any hazardous substances and urge the client to
retain an expert in this field if desired.

We have made no survey of the property, and assume no responsibility in
connection with such matters. Any sketches, photographs, maps, and other
exhibits are included only to assist the reader in visualizing the property. It
is assumed that the use of the land and improvements is within the boundaries of
the property described, and that there is no encroachment or trespass unless
noted.

All information, financial operating statements, estimates, and opinions
obtained from parties not employed by HVS International are assumed to be true
and correct. We can assume no liability resulting from misinformation.

Unless noted, we assume that there are no encroachments, zoning violations, or
building violations encumbering the subject property.

The property is assumed to be in full compliance with all applicable federal,
state, local, and private codes, laws, consents, licenses, and regulations
(including a liquor license where appropriate), and that all licenses, permits,
certificates, franchises, and so forth can be freely renewed or transferred to a
purchaser.

All mortgages, liens, encumbrances, leases, and servitude's have been
disregarded unless specified otherwise.

No portions of this restricted appraisal report may be reproduced in any form
without our permission, and the report cannot be disseminated to the public
through advertising, public relations, news, sales, or other media.

We are not required to give testimony or attendance in court by reason of this
analysis without previous arrangements, and only when our standard per-diem fees
and travel costs are paid prior to the appearance.


                                       6


If the reader is making a fiduciary or individual investment decision and has
any questions concerning the material presented in this restricted appraisal
report, it is recommended that the reader contact us.

We take no responsibility for any events or circumstances that take place
subsequent to either the date of value or the date of our field inspection,
whichever occurs first.

The quality of a casino hotel facility's on-site management has a direct effect
on a property's economic viability and value. The financial forecasts presented
in this analysis assume responsible ownership and competent management. Any
variance from this assumption may have a significant impact on the projected
operating results and value estimate.

The value estimate developed for this restricted appraisal report is based on an
evaluation of the overall economy, and neither takes into account, nor makes
provision for, the effect of any sharp rise or decline in local or national
economic conditions. To the extent that wages and other operating expenses may
advance during the economic life of the property, we expect that the prices of
rooms, food, beverages, and services will be adjusted to at least offset these
advances. We do not warrant that the estimates will be attained, but they have
been prepared on the basis of information obtained during the course of this
study and are intended to reflect the expectations of typical investors.

This analysis assumes continuation of all Internal Revenue Service tax code
provisions as stated or interpreted on either the date of value or the date of
our field inspection, whichever occurs first.

Many of the figures developed for this restricted appraisal report were
generated using sophisticated computer models that make calculations based on
numbers carried out to three or more decimal places. In the interest of
simplicity, most numbers have been rounded to the nearest tenth of a percent.
Thus, these figures may be subject to small rounding errors.

It is agreed that our liability to the client is limited to the amount of the
fee paid as liquidated damages. Our responsibility is limited to the client, and
use of this restricted appraisal report by third parties shall be solely at the
risk of the client and/or third parties.

Although this analysis employs various mathematical calculations to provide
value indications, the final estimate is subjective and may be influenced by our
experience and other factors not specifically set forth is this letter.

Any distribution of the total value between the land and improvements or between
partial ownership interests applies only under the stated use. Moreover,
separate allocations between components are not valid if this restricted
appraisal report is used in conjunction with any other analysis. 

The Americans with Disabilities Act (ADA) became effective on January 26, 1992.
We have conducted no specific compliance survey to determine whether the subject
property is in conformity with the various detailed requirements of the ADA. It
is possible that the property does not comply with the requirements of the act,
and this could have an unfavorable effect on the property value. Because we have
no direct evidence regarding this issue, our estimate of value does not consider
possible noncompliance with the ADA.

This study was prepared by HVS International, a division of Hotel Consulting
Services, Inc. All opinions, recommendations and conclusions expressed during
this assignment have been rendered by the staff of Hotel Consulting Services,
Inc. acting solely as employees and not as individuals.


                                       7


CERTIFICATION 

                 We the undersigned appraisers, hereby certify:

that the statements and opinions presented in this restricted appraisal report
subject to the limiting conditions set forth, are correct to the best of our
knowledge and belief;

that Mark D. Capasso and Anne R. Lloyd-Jones CRE, personally inspected the
property described in this report and actively participated in the analysis;

that the appraisers have extensive experience in the valuation of casino hotels
and believe that they are competent to undertake this appraisal;

that we have no current or contemplated interests in the real estate that is the
subject of this restricted appraisal report;

that we have no personal interest or bias with respect to the subject matter of
this letter or the parties involved;

that this restricted appraisal report sets forth all of the limiting conditions
(imposed by the terms of this assignment) affecting the analyses, opinions, and
conclusions presented herein; that the fee paid for the preparation of this
study is not contingent upon the amount of the value estimate;

that this restricted appraisal report has been prepared in accordance with and
is subject to the requirements of the Code of Professional Ethics and Standards
of Professional Appraisal Practice of the Appraisal Institute;

that the use of this letter is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives;

that this letter has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice (as adopted by the Appraisal Foundation);

that no one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report;

that as of the date of this restricted appraisal report, Stephen Rushmore, CRE,
MAI, CHA has completed the requirements of the continuing education program of
the Appraisal Institute; that this appraisal is not based on a requested minimum
value, a specific value, or the approval of a loan.


                                                /s/ Mark D. Capasso
                                     -----------------------------------------
                                     Mark D. Capasso, as an employee of
                                     Hotel Consulting Services,  Inc.


                                                 /s/ Anne R. Lloyd
                                     -----------------------------------------
                                     Anne R. Lloyd Jones, CRE, as an
                                     employee of Hotel Consulting Services, Inc.


                                       8


                                     -----------------------------------------
                                     Stephen Rushmore, CRE, MAI, CHA, as an
                                     employee of Hotel Consulting Services,
                                     Inc.

Land Sales Adjustment Grid



                                Subject   Land Sale #1   Land Sale #2   Land Sale #3   Land Sale #4   Land Sale #5   Land Sale #6
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
  Sale Price                         N/A   $13,500,000     $4,750,000    $73,000,000     $8,000,000     $3,700,000    $31,500,000
  Size (Sq. Ft.)                 206,910        89,734        188,719      3,212,114         90,169        109,366        767,482
  Price per Sq. Ft.                  N/A       $150.45         $25.17         $22.73         $88.72         $33.83         $41.04
  Date of Sale                  08/07/97      03/01/97       01/16/96       03/03/95       02/17/95       03/07/94       12/15/92
- ----------------------------------------------------------------------------------------------------------------------------------

  Market Conditions (Sale 6)                                                                                         
  Adjustment                                      0.0%           0.0%           0.0%           0.0%           0.0%         100.0%
  Adjusted Price                               $150.45         $25.17         $22.73         $88.72         $33.83         $82.09
- ----------------------------------------------------------------------------------------------------------------------------------

  Market Conditions                                                                                                  
  Months                                             5             19             30             30             42             57
  Adjustment*                                    12.5%          47.5%          75.0%          75.0%         105.0%         142.5%
  Adjusted Price                               $169.25         $37.13         $39.77        $155.26         $69.35        $199.06
                                                                                                                     
Cumulative Adjustment for Site Characteristics                                                                       
- ----------------------------------------------------------------------------------------------------------------------------------

  Location                                    superior       inferior       inferior       superior       inferior       superior
  Adjustment                                    -50.0%          30.0%          20.0%         -50.0%          30.0%         -50.0%
                                                                                                                     
  Functional Utility                          inferior       inferior        similar       inferior       inferior       superior
  Adjustment                                     30.0%          50.0%           0.0%          30.0%          20.0%         -60.0%
                                                                                                                     
  Size                                         smaller        similar         larger        smaller        smaller         larger
  Adjustment                                    -35.0%           0.0%          60.0%         -35.0%         -35.0%          50.0%
                                           -----------     ----------    -----------     ----------     ----------    -----------
                                                                                                                     
  Total Cumulative Adjustment                   -55.0%          80.0%          80.0%         -55.0%          15.0%         -60.0%
  Net Adjusted Price                            $76.16         $66.83         $71.59         $69.87         $79.76         $79.62
                                           ===========     ==========    ===========     ==========     ==========    ===========


      *     Monthly adjustment factor of 2.50%
      **    Includes topography, configuration, offsite availability, and
            capacity


                                       9


October 29, 1997


Mr. Jim Riley
The Bank of Nova Scotia, New York Agency
One Liberty Plaza
New York, New York 10005
(212) 225-5098

Re:   Proposed Aladdin Hotel and Casino
      Las Vegas, Nevada
      HVS Ref.:  #9710413

Dear Mr. Riley:

Enclosed please find ten final copies of the self-contained appraisal report
pertaining to the above-captioned property. It has been a pleasure performing
this assignment for you, and we look forward to working with you in the future.


Very truly yours, 
HVS International



                                       Mark D. Capasso
                                       Senior Associate

MDC/nkw



November 3, 1997


Mr. Jim Riley
The Bank of Nova Scotia, New York Agency
One Liberty Plaza, 26th Floor
New York, New York 10006
(212) 225-5098

Re:   Proposed Aladdin Hotel and Casino
      Las Vegas, Nevada
      HVS Ref.:  #9710413

Dear Mr. Riley:

Enclosed please find one unbound final copy of the self-contained appraisal
report pertaining to the above-captioned property. Federal Express is currently
tracking our shipment of ten final copies. We regret the inconvenience this may
have caused.


Very truly yours,
HVS International


Mark D. Capasso
Senior Associate

MDC/nkw



November 12, 1997

Mr. Jim Riley
The Bank of Nova Scotia, New York Agency
One Liberty Plaza, 26th Floor
New York, New York 10006
(212) 225-5098

Re:   Proposed Aladdin Hotel and Casino
      Las Vegas, Nevada
      HVS Ref.:  #9710413

Dear Mr. Riley:

Enclosed please find ten final copies of the self-contained appraisal report
pertaining to the above-captioned property. It has been a pleasure performing
this assignment for you, and we look forward to working with you in the future.


Very truly yours, 
HVS International



Mark D. Capasso
Senior Associate

MDC/nkw



Land Sales Adjustment Grid



                                Subject   Land Sale #1   Land Sale #2   Land Sale #3   Land Sale #4   Land Sale #5   Land Sale #6
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
  Sale Price                         N/A   $13,500,000     $4,750,000    $73,000,000     $8,000,000     $3,700,000    $31,500,000
  Size (Sq. Ft.)                 207,346        89,734        188,719      3,212,114         90,169        109,366        767,482
  Price per Sq. Ft.                  N/A       $150.45         $25.17         $22.73         $88.72         $33.83         $41.04
  Date of Sale                  08/07/97      03/01/97       01/16/96       03/03/95       02/17/95       03/07/94       12/15/92
- ----------------------------------------------------------------------------------------------------------------------------------

  Market Conditions (Sale 6)                                                                                         
  Adjustment                                      0.0%           0.0%           0.0%           0.0%           0.0%         100.0%
  Adjusted Price                               $150.45         $25.17         $22.73         $88.72         $33.83         $82.09
- ----------------------------------------------------------------------------------------------------------------------------------

  Market Conditions                                                                                                  
  Months                                             5             19             30             30             42             57
  Adjustment*                                    12.5%          47.5%          75.0%          75.0%         105.0%         142.5%
  Adjusted Price                               $169.25         $37.13         $39.77        $155.26         $69.35        $199.06
                                                                                                                     
Cumulative Adjustment for Site Characteristics                                                                       
- ----------------------------------------------------------------------------------------------------------------------------------

  Location                                    superior       inferior       inferior       superior       inferior       superior
  Adjustment                                    -50.0%          30.0%          20.0%         -50.0%          30.0%         -50.0%
                                                                                                                     
  Functional Utility                          inferior       inferior        similar       inferior       inferior       superior
  Adjustment                                     30.0%          50.0%           0.0%          30.0%          20.0%         -60.0%
                                                                                                                     
  Size                                         smaller        similar         larger        smaller        smaller         larger
  Adjustment                                    -35.0%           0.0%          60.0%         -35.0%         -35.0%          50.0%
                                           -----------     ----------    -----------     ----------     ----------    -----------
                                                                                                                     
  Total Cumulative Adjustment                   -55.0%          80.0%          80.0%         -55.0%          15.0%         -60.0%
  Net Adjusted Price                            $76.16         $66.83         $71.59         $69.87         $79.76         $79.62
                                           ===========     ==========    ===========     ==========     ==========    ===========


      *     Monthly adjustment factor of 2.50%
      **    Includes topography, configuration, offsite availability, and
            capacity



HVS International, Mineola, New York                           Table of Contents


================================================================================
Table of Contents

1.   Summary of Salient Data and Conclusions                                   1

2.   Nature of the Assignment                                                  3

3.   Property Description                                                      9

4.   Market Area Analysis                                                     28

5.   U.S. Gaming Overview                                                     46

6.   Gaming Supply and Demand Analysis                                        58

7.   Forecast of Gaming Revenue                                               74

8.   Lodging Supply and Demand Analysis                                       87

9.   Highest and Best Use                                                    105

10.  Approaches to Value                                                     107


HVS International, Mineola, New York                           Table of Contents


11.  Income Capitalization Approach                                          110

12.  Cost Approach                                                           147

13.  Sales Comparison Approach                                               167

14.  Reconciliation of Value Indications                                     173

15.  Statement of Assumptions and Limiting Conditions                        176

16.  Certification                                                           180

Addenda

Engagement Letter
Synopsis of LCI Agreement
Photographs of the Subject Property
Photographs of the Competitive Properties

Qualifications

Mark D. Capasso
Anne R. Lloyd-Jones, CRE
Stephen Rushmore, CRE, MAI, CHA



HVS International, Mineola, New York                      Property Description 1
- --------------------------------------------------------------------------------


3. Property Description    The suitability of the site for the operation of a
                           casino hotel is an important consideration affecting
                           the property's economic viability. Factors such as
                           size, topography, access, visibility, and the
                           availability of utilities directly impact the
                           desirability of a particular site. In addition, the
                           quality of a facility's physical improvements
                           directly influences marketability, visitation, gaming
                           volume, occupancy, average rate, and gaming win. The
                           design and functionality of the structure can also
                           affect operating efficiency and overall
                           profitability. This section investigates the land
                           components of the subject property as well as the
                           proposed physical improvements and personal property
                           to determine how they contribute to the economic
                           viability of the overall development.

Description of the Site    The subject site comprises two parcels, both owned in
                           fee simple interest. According to the Clark County
                           Assessor's Office, the two parcels total
                           approximately +/- 34.83 acres, or +/- 1,517,195
                           square feet. However, according to officials with the
                           Clark County Department of Planning, approximately
                           0.52 acres, or 22,651 square feet, will be deducted
                           from this area for the widening of Harmon Street. As
                           such, the total site area for purposes of this
                           appraisal equates to +/- 34.31 acres, or +/-
                           1,494,544 square feet. As mentioned, the proposed
                           Aladdin Hotel and Casino will use approximately 18.16
                           acres of the western portion of the site. The hotel
                           and casino parcel will have frontage along Harmon
                           Avenue and Las Vegas Boulevard. The remainder of the
                           site, situated to the east of the hotel and casino
                           parcel, will have frontage along Harmon Avenue and
                           Audrie Street. This area will be developed with other
                           components of the mixed-use development, including a
                           parking garage, a second hotel with 1,000 rooms, a
                           central utility plant, and a +/- 450,000-square-foot
                           shopping bazaar called the Desert Passage. As
                           mentioned, we have been asked to value only the hotel
                           and casino portion of the mixed-use development.


HVS International, Mineola, New York                      Property Description 2
- --------------------------------------------------------------------------------


                          INSERT ASSESSOR'S PARCEL MAP


HVS International, Mineola, New York                      Property Description 3
- --------------------------------------------------------------------------------


                           The site's topography is flat; the shape of the site
                           is slightly irregular, owing to an approximately
                           2.93-acre notch cut out of the southwestern corner of
                           the site. This land is not owned by the subject
                           site's owners and is currently improved with a small
                           structure advertising the Rio Hotel and Casino. The
                           reader is directed to the assessor's parcel map
                           located on the preceding following page for an
                           illustration of the site's irregular shape. Despite
                           its irregular shape, the +/- 34.31-acre site offers
                           ample space for a casino hotel development. An
                           additional asset is the site's frontage along Las
                           Vegas Boulevard, also known as "The Strip." According
                           to the assessor's parcel map, the site's western
                           boundary enjoys approximately 800 linear feet of
                           frontage along Las Vegas Boulevard.

                           The site is located at the northwestern corner of Las
                           Vegas Boulevard and Harmon Avenue. The subject site's
                           civic address is 3667 Las Vegas Boulevard, in the
                           city of Las Vegas, county of Clark, and state of
                           Nevada. The following map delineates the subject
                           site's boundaries.

                           Accessibility

                           Access to Las Vegas is chiefly provided via
                           Interstate 15 (I-15) and two U.S. Highways, U.S.
                           Highway 95 (U.S. 95), and U.S. Highway 93 (U.S. 93).
                           I-15 is a north-south route that originates in San
                           Diego, California, and continues through Riverside to
                           Las Vegas before proceeding north to the Canadian
                           border. I-15 serves as the major connector between
                           Las Vegas and its largest feeder market, Los Angeles;
                           U.S. 95, also a north-south route, connects Las Vegas
                           with a variety of small towns located in eastern
                           California and northern Nevada. The major highway
                           connecting Las Vegas with Arizona is U.S. 93, which
                           connects Las Vegas to the Phoenix metropolitan area.
                           Approximately 25 miles southeast of Las Vegas,
                           proximate to the Arizona-Nevada border, U.S. 93 and
                           95 converge in Boulder City. I-15 bisects Las Vegas
                           into eastern and western sections, serving as the
                           major north-south thoroughfare.

                           The subject property's main entrance will be accessed
                           via Harmon Avenue, a major east-west arterial
                           traversing the eastern section of Las Vegas.
                           Currently, Harmon Avenue terminates at Las Vegas
                           Boulevard; however, construction is underway to
                           extend Harmon Avenue to I-15 and points west via a
                           highway overpass bridge. In addition, there are plans
                           to add a highway exit at Harmon Avenue and I-15. This
                           exit would greatly alleviate traffic concerns along
                           Flamingo Road and Tropicana Avenue, currently the two
                           most traveled east-west thoroughfares in Las Vegas.
                           In addition, the exit would provide motorists direct
                           access from I-15 to the proposed subject property. As
                           mentioned, Harmon Avenue will be widened from four
                           lanes to six over an approximate two-block stretch at
                           the subject site's southern border. While this street
                           widening is expected to take away a portion of the
                           subject site's developable area, we believe the
                           widening of Harmon Avenue will provide a long-term
                           benefit to the proposed subject property by
                           alleviating traffic congestion.


HVS International, Mineola, New York                      Property Description 4
- --------------------------------------------------------------------------------


                           The subject site's main entrance will be along Harmon
                           Avenue and will consist of a large circular driveway.
                           The driveway will provide direct access to the hotel
                           and casino's lobby area, as well as to all portions
                           of the mixed-use development. It is planned that
                           Harmon Avenue will be improved with traffic lights
                           and a dedicated left turn lane at the subject
                           property's entrance, providing guests excellent
                           access. In addition to the site's primary entrance
                           along Harmon Avenue, several curb cuts will be
                           located along Las Vegas Boulevard, providing
                           secondary points of ingress and egress. These
                           secondary access points will be unique in that
                           pedestrian traffic will be diverted via arched
                           walkways over the curb cuts, further adding to the
                           site's access. No other casino located along the
                           strip can boast this unique feature.

                           The subject's access will also be benefited by a
                           fixed rail system that is expected to stretch from
                           the McCarran International Airport to the Strip.
                           According to the Regional Transportation Commission,
                           a terminal for the fixed rail system has been planned
                           for the intersection of Audrie Road and Harmon
                           Avenue, at the southern border of the subject site.

                           Visibility

                           Given the Proposed Aladdin Hotel and Casino's planned
                           35-story main tower and ample signage, the site will
                           be highly visible from Las Vegas Boulevard and the
                           surrounding area. In addition, exterior lighting of
                           the main tower and two secondary 17-story towers will
                           enhance the site's visibility along the Las Vegas
                           skyline.

                           Utilities

                           The subject property will be served by all necessary
                           utilities, supplied by the following entities.

                           Natural Gas: Southwest Gas
                           Sewage:      Clark County Sanitation
                           Telephone:   U.S. West Communications

                           Electricity and hot and chilled water will be
                           provided to the subject property and other components
                           of the mixed-use facility by the central utility
                           plant, discussed previously in this narrative.

                           Soil and Subsoil Conditions

                           Based on our visual inspection, the bearing qualities
                           of the level soils area appear adequate. No
                           extraordinary conditions were apparent. However, the
                           appraisers are not qualified to evaluate soils
                           conditions other than by a visual inspection of
                           surface conditions.


HVS International, Mineola, New York                      Property Description 5
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                           Nuisances and Hazards

                           With the exception of some asbestos in the subject's
                           existing improvements, the appraisers have not been
                           informed of any other site-specific nuisances or
                           hazards. According to the property's developers, the
                           asbestos in the existing improvements will be removed
                           prior to demolition.

                           Flood Zone

                           According to the Federal Emergency Management Agency
                           (FEMA), panel #3200 3 2556 D, effective August 16,
                           1995, the subject site is located within flood zone
                           A. Flood zone A is defined as "areas inside the
                           100-year flood plain as determined in a Flood
                           Insurance Study."

                           Legal Description

                           A copy of the subject property's legal description,
                           as provided by Aladdin Holdings LLC, is contained in
                           the addenda to this report.

                           Conclusion

                           The subject site's size, shape, topography, access,
                           visibility, potential hazards, and availability of
                           utilities have been examined and evaluated, with the
                           following advantages and a disadvantage noted.

                           Advantages:

                              o   Entitlement of the site for mixed-use 
                                  development;

                              o   Frontage along Las Vegas Boulevard, "The 
                                  Strip";

                              o   Frontage along Harmon Avenue;

                              o   Excellent accessibility from I-15 and Las 
                                  Vegas Boulevard, Las Vegas's primary 
                                  north-south thoroughfares;

                              o   Excellent accessibility from Harmon Avenue and
                                  Audrie Road, primary east-west thoroughfares;

                              o   Excellent visibility from Las Vegas Boulevard
                                  and the surrounding area;

                              o   Unique access features; and

                              o   Proximity to other casino hotels and tourist
                                  attractions.

Disadvantage:


HVS International, Mineola, New York                      Property Description 6
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                              o   Irregular shape of the site.

                           The physical advantages of the site are considered to
                           significantly outweigh the drawback. We conclude that
                           the subject site is physically appropriate for
                           improvement with a hotel and casino facility.

Zoning                     According to the Clark County planning department,
                           the subject property is zoned:

                                 H1 - Limited Resort and Apartment District

                           In Clark County, H-1 zoning is devoted to the
                           creation of a gaming enterprise district. To that
                           end, commercial development specific to the
                           hospitality and lodging markets is permitted. This
                           zoning district also permits the development of
                           multiple dwellings, dwelling groups, apartment
                           houses, and time-share units.

                           In the H-1 district, one parking space is required
                           per guestroom, plus additional spaces in proportion
                           to public and meeting space. According to the
                           subject's developers, parking for roughly 6,000 cars
                           will be available within the mixed-use development.
                           According to discussions with Clark County Planning
                           officials this will meet zoning requirements. In
                           addition, the proposed subject property is expected
                           to conform to the city's height and setback
                           requirements.

                           We assume that all necessary permits and approvals
                           are in place, and that the proposed subject property
                           will be in conformance with the local zoning
                           ordinances, building codes, and all other applicable
                           regulations. We further assume that all applicable
                           licenses, including gaming and liquor, will be
                           obtainable by the owners of the site.


HVS International, Mineola, New York                      Property Description 7
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Description of the         The size, layout, and quality of the facility are
Improvements               integral to its market orientation, penetration, and
                           win-per-unit levels. The quality and design of the
                           hotel and casino and support facilities have a direct
                           influence on the ability to attract and retain gaming
                           customers. In addition, a property's design can have
                           a significant effect on operating efficiencies and
                           overall profitability. The proposed mixed-use
                           development for the subject site is expected to
                           consist of a 2,600-room hotel and a
                           110,000-square-foot casino (the Aladdin Hotel and
                           Casino). The hotel and casino are also expected to
                           include approximately 71,500 square feet of meeting
                           space, a 1,400-seat show room, a 7,000-seat
                           performing arts center, nine separate food and
                           beverage outlets, and an expansive array of
                           back-of-the-house facilities typical of a large hotel
                           and casino. The remaining components of the mixed-use
                           development will include a 450,000-square-foot
                           shopping bazaar, a parking garage, and a central
                           utility plant. As mentioned, a reciprocal easement
                           agreement will provide for the free flow of
                           pedestrian traffic between all components of the
                           project. For purposes of this analysis, we have been
                           asked to value only the 2,600-room casino hotel
                           portion of the mixed-use development.

                           Proposed Property Overview 

                           The Proposed Aladdin Hotel and Casino will contain
                           one 35-story guestroom towers and two 17-story
                           guestroom towers. In addition, the property will
                           contain a vast amount of public and casino space
                           located on three floors, one of which will be located
                           below street grade. Access to the subject property
                           will be provided via a circular driveway off either
                           Harmon Avenue or Las Vegas Boulevard. The driveway
                           will encircle the existing Theater for Performing
                           Arts, the only remaining portion of the property's
                           existing improvements. According to the property's
                           developers, approximately $8,000,000 will be spent on
                           upgrading and renovating the theater. This renovation
                           is expected to address all cosmetic and building
                           system issues. Note that a detailed renovation budget
                           for the theater was not provided to the appraisers.

                           The hotel and casino's main entrance will be one
                           level below grade. Guest valet service will be
                           provided at the main entrance, with approximately 500
                           valet parking stalls located on a subterranean level.
                           The subject property's lobby area, front desk,
                           concierge area, and bell stand will be located inside
                           the main entrance. Another registration area, used
                           exclusively for premium casino-invited guests, will
                           also be located off the main lobby. In addition to
                           these registration areas, the property's buffet food
                           and beverage outlet and back-of-the-house areas will
                           be located on this level. Two escalators at either
                           side of the lobby will provide access to the ground
                           floor of the structure. Two elevator banks, at the
                           northern and southern ends of the lobby, will
                           transport guests to the property's guestrooms. In
                           addition, the southern elevator bank will provide two
                           cars to transport VIP guests from the dedicated
                           check-in area.


HVS International, Mineola, New York                      Property Description 8
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                           The property's main floor will contain the primary
                           casino area, measuring approximately 95,000 square
                           feet, the subject's 24-hour coffee shop, a
                           high-energy specialty restaurant, and access to the
                           shopping bazaar portion of the mixed-use development,
                           as well as the Theater for the Performing Arts. In
                           addition to the aforementioned escalators from the
                           property's registration area, access to the
                           property's casino level will be provided via two
                           entrances on Las Vegas Boulevard at the northern and
                           southern ends of the building. In order to maximize
                           the capture of pedestrians along Las Vegas Boulevard,
                           these entrances will be eye-catching, consistent with
                           the theme of the casino. The subject's specialty
                           restaurant will be located between the two Las Vegas
                           Boulevard entrances, at the eastern edge of the
                           structure. This restaurant will offer patio seating
                           with views of the Strip and will provide additional
                           exposure of the property to pedestrians walking along
                           Las Vegas Boulevard.

                           From the main floor of the property, guests can use
                           any number of escalators or elevators to access the
                           property's third floor. The third floor of the
                           property will be open in the middle, providing a view
                           of the main casino floor. The third floor will house
                           the subject's production show theater in the
                           northeastern portion of the building, two
                           restaurants, and the property's meeting space in the
                           northwestern portion of the structure. The subject's
                           pool and full-service spa will be located in the
                           southwestern portion of the third floor, while the
                           property's high-end, 15,000-square-foot Salle Prive
                           casino will be located in the southeastern portion of
                           the third floor. The Salle Prive casino will cater to
                           the property's premium players and offer its own food
                           and beverage outlet exclusively for Salle Prive
                           customers.

                           Overall, the proposed Aladdin Hotel and Casino will
                           be an attractive and efficiently laid-out building,
                           designed to maximize guest access, as well as
                           pedestrian flow and walk-in traffic. The site plans
                           located on the following pages, provided by the
                           property's developers, will provide further insight
                           into the proposed subject's layout. In addition, each
                           component of the proposed subject property will be
                           discussed in greater detail in the following
                           narrative.


HVS International, Mineola, New York                      Property Description 9
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                              INSERT FLOOR PLAN #1


HVS International, Mineola, New York                     Property Description 10
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                              INSERT FLOOR PLAN #2


HVS International, Mineola, New York                     Property Description 11
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                              INSERT FLOOR PLAN #3


HVS International, Mineola, New York                     Property Description 12
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                           Casino Component

                           The subject property's primary 95,000-square-foot
                           casino will be located on the main floor of the
                           property. The primary casino will contain 2,800
                           gaming devices and 87 table games, located throughout
                           the casino floor. A sports book and keno lounge will
                           provide additional gaming opportunities for
                           customers. The property will offer the Salle Prive, a
                           high-end gaming area for premium players. This gaming
                           area will be located on the third floor of the
                           facility and will offer 30 gaming tables including
                           baccarat, double and single zero roulette, and
                           high-end blackjack. One hundred high-denomination
                           gaming devices will also be located in the Salle
                           Prive gaming area. Access to the Salle Prive area
                           will not be restricted but non-premium players are
                           not expected to frequent this area due to its high
                           limits and resultant atmosphere, as is the custom for
                           high-end gaming areas. 

                           The subject's casino areas are designed in a logical
                           manner, funneling both hotel guests and patrons of
                           ancillary outlets through the casino floor. The
                           following table presents a summary of the casino
                           facilities.


HVS International, Mineola, New York                     Property Description 13
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Summary of Casino Facilities

                           Casino
                           -----------------------------------------------------
                           Square Feet                             100,000

                           Table Game Inventory (Main Casino)        Units
                           Twenty-one                                   50
                           Craps                                        12
                           Roulette                                      7
                           Wheel                                         2
                           Baccarat                                      2
                           Mini Baccarat                                 2
                           Caribbean Stud                                4
                           Let it Ride                                   2
                           Pai Gow                                       6
                                                                   -------
                              Subtotal                                  87

                           Table Game Inventory (Salle Prive)
                           Twenty-one                                   12
                           Craps                                         2
                           Roulette                                      6
                           Baccarat                                      4
                           Caribbean Stud                                2
                           Pai Gow                                       2
                           Let it Ride                                   2
                                                                   -------
                              Subtotal                                  30

                           Total Table Games                           117

                           Gaming Device Inventory (Main Casino)
                           5 Cent                                      284
                           25 Cent                                   1,224
                           50 Cent                                     292
                           $1 Dollar                                   826
                           $5 Dollar                                   152
                           $25 Dollar                                   16
                           $100 Dollar                                   6
                                                                   -------
                              Subtotal                               2,800

                           Gaming Device Inventory (Salle Prive)
                           $1 Dollar                                    74
                           $5 Dollar                                    16
                           $25 Dollar                                    6
                           $100 Dollar                                   4
                                                                   -------
                              Subtotal                                 100

                           Total Gaming Devices                      2,900

                           Sports Book
                           Race Book
                           Keno Lounge
                           Poker Room
                      ----------------------------------------------------------


HVS International, Mineola, New York                     Property Description 14
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                           Hotel Component

                           The subject property's hotel component will consist
                           of a 35-story main tower flanked by two secondary
                           17-story towers. The secondary towers will extend
                           east-west from the main tower. The Aladdin Hotel and
                           Casino will offer 2,600 guestrooms of various sizes
                           and configurations. According to information provided
                           by the project's developers, there will be
                           approximately 2,000 standard rooms of +/-  450 square
                           feet, 425 king parlor rooms of +/-  620 square feet,
                           and 175 suites ranging in size from +/-  600 square
                           feet to +/-  3,500 square feet. In addition,
                           approximately 25 suites will be dedicated to premium
                           casino-invited guests. These suites will be located
                           on the top five floors of the main tower and will
                           have dedicated vertical access, as well as private
                           guestroom access.

                           The subject property's guestrooms will be appointed
                           with high-quality furniture, fixtures, and equipment
                           and cater to the upper-middle tier traveler. Typical
                           guestroom appointments and fixtures will be as
                           follows: 

                           Bedroom

                              o   One king or two queen beds with night stands 
                                  and wall-mounted lamps and color-coordinated 
                                  sheets and bedspreads;

                              o   Color-coordinated vinyl wallcovering and
                                  wall-to-wall carpeting;

                              o   Activity table with cushioned chairs;

                              o   Armoire with remote-controlled, color 
                                  television and in-room movie system;

                              o   Walk-in closet;

                              o   Push-button telephone; and

                              o   Framed artwork.

                           Bathroom

                              o   Distinctive four- or five-fixture bathroom
                                  amenities, including separate tub and shower
                                  stalls, flush ceramic commode, one or two
                                  sinks, and lighted vanity area;

                              o   Fully tiled tub and shower walls;

                              o   Tiled floor;

                              o   Hair Dryers; and

                              o   telephones.


HVS International, Mineola, New York                     Property Description 15
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                           Due to the proposed high-quality appointments and
                           fixtures, the property is expected to successfully
                           penetrate the upper-middle tier of travelers. The
                           following table presents a summary of the hotel
                           facilities.

Summary of Hotel Facilities

                              Hotel                              Number of Units
                              --------------------------------------------------
                              Standard Rooms                         2,000
                              King Parlor Rooms                        425
                              Standard Suites                          150
                              Salle Prive Suites                        25
                                                                     -----
                                Total                                2,600
                           -----------------------------------------------------

                           Food and Beverage Component

                           The Aladdin Hotel and Casino will offer nine food and
                           beverage outlets to guests. Food and beverage choices
                           will cover a wide variety of tastes and styles, from
                           a buffet and food court to an exclusive high-end
                           restaurant. Like the property's guestrooms, the food
                           and beverage outlets will be appointed with
                           high-quality furniture, fixtures, and equipment and
                           provide patrons with a unique and pleasant dining
                           experience. The following table presents a summary of
                           the Aladdin's proposed food and beverage facilities.

Summary of Food and Beverage Facilities

                                                              Estimated Seating
                           Food and Beverage Facilities           Capacity
                           -----------------------------------------------------
                           Restaurants
                            Buffet and Food Plaza                   1,000
                            24-hour Coffee Shop                       575
                            High-Energy Restaurant                    225
                            Italian Restaurant                        200
                            Themed Restaurant                         150
                            Steakhouse                                150
                            Sushi/Chinese Noodle Bar                   50
                            Casual Dining Coffee Bar                   50
                            Salle Prive Exclusive Restaurant          100
                                                                    -----
                              Total                                 2,500

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

                           The aforementioned restaurants will be located
                           throughout the Aladdin Hotel and Casino.
                           Specifically, the Buffet and Food Plaza will be
                           located on the subterranean level of the property.
                           The coffee shop and high-energy restaurant will be
                           located on the ground floor of the property. The
                           steakhouse, themed restaurant, noodle shop, coffee
                           bar, and Salle Prive restaurant will be located on
                           the third floor of the property. In addition to the
                           aforementioned restaurants, several bars and lounges


HVS International, Mineola, New York                     Property Description 16
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                           will be located throughout the Aladdin Hotel and
                           Casino; however, the appraisers were not provided
                           with detailed information concerning the number,
                           style, or location of the bars and lounges.

                           Meeting Space

                           The Proposed Aladdin Hotel and Casino will contain a
                           flexible supply of meeting and banquet space used to
                           accommodate in-house groups and local functions. The
                           conference center will be located in the northeastern
                           section of the property's third floor and will
                           include a main ballroom, prefunction space, and 16
                           breakout rooms. Similar to the other components of
                           the subject property, the conference center will
                           feature high-quality appointments and fixtures and
                           have an efficient, functional design. The following
                           table presents a summary of the proposed meeting and
                           banquet space.

Summary of Meeting Facilities

                                                                Estimated Square
                                 Conference Facilities              Footage
                                 -----------------------------------------------
                                 Main Ballroom                      28,500
                                 Prefunction Space                  25,600
                                 Breakout Rooms (16)                17,400
                                                                    ------
                                   Total                            71,500

                           -----------------------------------------------------
                           
                           Retail Outlets

                           The Proposed Aladdin Hotel and Casino will contain a
                           small retail component separate from the
                           450,000-square-foot shopping bazaar. This retail
                           component is expected to consist primarily of gift
                           shops and sundry outlets. These outlets will be
                           located throughout the property.

                           Theater for Performing Arts

                           As mentioned, the Theater for Performing Arts will be
                           the only structure remaining of the subject
                           property's existing improvements. The theater has
                           seating for approximately 7,000 and boasts
                           exceptional sight lines and acoustics. The center is
                           expected to host major concerts, Broadway shows, and
                           award shows. According to the developers of the
                           Aladdin Hotel and Casino, approximately $8,000,000
                           will be spent on renovating and refurbishing the
                           entire theater. This capital expenditure is expected
                           to be sufficient.

                           Production Show Theater


HVS International, Mineola, New York                     Property Description 17
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                           In addition to the Theater for Performing Arts, the
                           subject property will offer a 1,400-seat production
                           show theater. The production show is currently
                           planned with a Scheherazade/1,001 Arabian Nights
                           theme and will offer nightly performances.

                           Spa and Health Club

                           The proposed subject property will also feature a
                           20,000-square-foot spa and health club. The spa will
                           offer a steam room, sauna, massage services, and
                           other pampering amenities typically found in a
                           full-service spa facility. The spa will be located
                           adjacent to the subject property's pool area in the
                           southeastern section of the third floor.

                           Back-of-the-House Facilities

                           The back-of-the-house facilities at the Proposed
                           Aladdin Hotel and Casino will be expansive,
                           consisting of several kitchens and preparation areas,
                           the shipping and receiving dock, the mechanical and
                           electrical equipment areas, the employee dining area,
                           the executive, administrative and sales offices, and
                           the security/surveillance area. Based on the site
                           plans provided by the property's developers, the
                           kitchen and preparation areas, offices, and employee
                           areas are of sufficient size to handle the property's
                           needs.

                           The subject property will offer approximately 500 to
                           600 valet parking spaces, located on a subterranean
                           level of the property. While this parking allotment
                           will be inadequate to service the needs of the entire
                           hotel and casino, a 6,000-stall parking garage will
                           be part of the shopping bazaar portion of the entire
                           mixed-use development. Access to this parking garage
                           will be covered by the reciprocal easement agreement
                           discussed earlier in this report. While we have not
                           included the shopping bazaar and parking garage in
                           our estimate of the prospective market value of the
                           hotel and casino, it is assumed parking issues will
                           not affect the subject property.

                           The proposed subject property's HVAC and air exchange
                           system will be a state-of-the-art, four-pipe system
                           with individual guestroom controls. A breakdown of
                           the equipment was not provided to the appraisers, but
                           it is assumed the system will be sufficient to handle
                           the needs of the subject property.

                           An integral part of every casino operation is video
                           surveillance. The subject property will have a
                           state-of-the-art video surveillance room consisting
                           of several videocassette recorders, a bank of video
                           monitors, and a control panel which can manipulate
                           any one of the video cameras located on the casino
                           floor, in the casino cage, or in the
                           back-of-the-house areas.

                           Conclusion


HVS International, Mineola, New York                     Property Description 18
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                           We have evaluated the Aladdin Hotel and Casino's
                           proposed improvements. Based on this evaluation, we
                           believe the Aladdin Hotel and Casino will be an
                           efficient, high-quality facility with appropriate
                           casino, hotel, and ancillary spaces. Overall, the
                           subject's proposed improvements are expected to make
                           it a highly competitive and attractive hotel and
                           casino facility.

Neighborhood               The neighborhood surrounding a casino hotel often has
Analysis                   an impact on a property's status, image, class, style
                           of operation, and sometimes its ability to attract
                           and properly serve a particular market segment. The
                           subject property's neighborhood can affect its casino
                           win-per-unit and penetration levels, occupancy,
                           average rate, food and beverage revenues, and overall
                           profitability.

                           As discussed, the subject site is located on Las
                           Vegas Boulevard, also known as "the Strip." The
                           neighborhood is characterized by the surrounding
                           casino hotels such as MGM Grand, Bally's, Monte
                           Carlo, New York - New York, Excalibur, Luxor, and the
                           soon-to-open Paris and Bellagio. Ancillary
                           development in the surrounding area consists of
                           tourism-related retail development, other gaming
                           venues, and themed restaurants such as the Country
                           Star, Harley Davidson Cafe, and All Star Cafe. The
                           immediate neighborhood is defined as the Las Vegas
                           Boulevard Corridor, bounded to the north by Sahara
                           Avenue and to the south by Russell. This stretch of
                           Las Vegas Boulevard measures approximately three
                           miles, with the subject site at the mid-point. This
                           section of the Las Vegas Strip has become a
                           high-demand area in recent years due to the opening
                           of several mega-resorts (such as MGM and New York New
                           York). As such, pedestrian traffic within the
                           subject's neighborhood is excellent and visitation to
                           the area from other resorts is also excellent. The
                           area represents the highest quality hotel and casino
                           properties and is the most favorable area for the
                           development of a new hotel and casino in the world.

                           In addition, the subject's Las Vegas Strip location
                           places it proximate to most of Las Vegas' demand
                           generators. These demand generators include McCarran
                           International Airport (two miles southeast),
                           University of Nevada, Las Vegas, the Thomas and Mack
                           Center (two miles due east), and the Las Vegas
                           Convention Center (three miles northeast).

                           Overall, the subject neighborhood is considered to be
                           appropriate and highly attractive for the subject
                           property's use and target market. The subject
                           neighborhood encompasses several key leisure demand
                           generators and also offers a setting that can be
                           perceived as very accessible and supportive of
                           gaming.



HVS International, Mineola, New York         Gaming Supply and Demand Analysis 1
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6. Gaming Supply and Demand Analysis

                           The initial step in analyzing supply and demand
                           trends within a given gaming market is to quantify
                           the existing level of gaming inventory, segmented by
                           table games and gaming devices. To quantify gaming
                           supply levels, a detailed review of all competitive
                           gaming facilities is performed. Once the market's
                           supply level and gaming mix are known, an analysis of
                           the demand for gaming facilities is performed. 

                           Unlike traditional economic models of supply and
                           demand, the price variable associated with gaming is
                           largely determined by the consumer. Gaming is an
                           intangible product: the consumer is purchasing the
                           "experience" and "excitement" casino gaming offers.
                           The price that the consumer is willing to pay for
                           this experience is known as the "win," and is
                           quantified on a per-unit basis known as the "win per
                           unit per day" (WPUPD). Research indicates that the
                           WPUPD, or the price a market can bear for gaming
                           activity, is highly correlated to the level of
                           available gaming inventory. The actual WPUPD attained
                           by a market, say $250 per gaming device, provides an
                           indication of the marketwide demand for gaming
                           devices. As will be further discussed, these demand
                           levels within a market can be estimated through an
                           analysis of the actual WPUPD attained by the market.
                           Historical fluctuations in the marketwide WPUPD at
                           various levels of supply can provide insight into the
                           future demand for gaming. Further impacting the
                           demand for gaming facilities in the market are
                           current and projected trends in economic and
                           demographic factors such as population base,
                           employment, disposable income levels, and visitation
                           statistics. In addition, seasonal fluctuations must
                           be taken into consideration when analyzing demand
                           trends.

                           Once the various demand trends have been identified,
                           a variety of analytical methodologies may be employed
                           to forecast gaming revenue for an overall market or
                           an individual property. The employment of a specific
                           methodology must take into consideration the
                           reliability and availability of the data to be
                           utilized.

                           For the purposes of this analysis, the proposed
                           Aladdin Hotel and Casino has been classified as a
                           part of the Las Vegas Strip ($72 million and over)
                           gaming market. The following procedures are employed
                           in our analysis of gaming supply and demand trends.

                           Analysis of Supply:

                              o  Identify all local and regional gaming 
                                 facilities;

                              o  Determine whether additional gaming facilities
                                 will enter the market in the foreseeable 
                                 future; and


HVS International, Mineola, New York         Gaming Supply and Demand Analysis 2
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                              o  Quantify the number of existing and proposed
                                 gaming facilities by gaming units (i.e., table
                                 games and gaming devices) available in the
                                 market area.

                           Analysis of Demand:

                              o  Review the area and neighborhood economic and
                                 demographic data to determine the market's
                                 overall health and ability to support existing
                                 and proposed levels of gaming supply;

                              o  Examine the local and regional demand sources
                                 by market segment to determine potential market
                                 mix, demand levels, player gaming habits, and
                                 the populace's propensity to gamble; and

                              o  Review historical trends in WPUPD levels to
                                 determine the potential for growth,
                                 stabilization, or saturation.

Existing Supply            As of December 1996, there were 19 casinos operating
                           within the Las Vegas Strip ($72 million and over)
                           market; the 19 casinos contained an aggregate of
                           1,495 table games and 37,197 gaming devices. The Las
                           Vegas Strip ($72 million and over) market is the
                           largest gaming market in the world including such
                           famous properties as the Mirage, the MGM Grand,
                           Caesars Palace, and Circus Circus. The following
                           table presents the Las Vegas Strip ($72 million and
                           over) gaming inventory level as of December 1996.


HVS International, Mineola, New York         Gaming Supply and Demand Analysis 3
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Existing Gaming Supply - Las Vegas Strip ($72 million and over)



                                                                                 Casino
                                                                                 Square     Casino SF      Table      Gaming
Market/Casino                     Owner                           Rooms          Footage     per Room      Games      Devices
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                       
   Aladdin Casino Hotel           Jack Sommer                     1,100            34,452       31.3         26         1,005
   Bally's Casino Resort          Bally's Entertainment Corp.     2,814            54,603       19.4         86         1,860
   Caesars Palace                 ITT Corp.                       1,519           118,000       77.7        123         2,011
   Circus Circus                  Circus Circus Enterprises       2,793           111,069       39.8         74         2,825
   Excalibur                      Circus Circus Enterprises       4,032           123,944       30.7         80         2,600
   Flamingo Hilton                Hilton Corp.                    3,642            80,334       22.1         86         1,800
   Harrah's Las Vegas             Harrah's Entertainment          1,711            73,754       43.1         78         1,777
   Imperial Palace                Imperial Palace, Inc.           2,636            47,625       18.1         43         1,900
   Las Vegas Hilton               Hilton Corp.                    3,174            76,500       24.1         72         1,119
   Luxor                          Circus Circus Enterprises       2,526           100,000       39.6         96         2,495
   MGM Grand                      MGM Grand                       5,005           171,500       34.3        170         3,720
   The Mirage                     Mirage Resorts                  3,049            95,300       31.3        120         2,225
   Riviera                        Riviera Holding Corp.           2,109           102,300       48.5         43         1,389
   Sahara Casino Hotel            Gordon Gaming                   2,045            26,956       13.2         41         1,550
   Monte Carlo                    Circus & Mirage                   715            36,438       51.0         95         2,312
   Sheraton Desert Inn            ITT Corp.                         821            18,900       23.0         61           500
   Stardust Resort and Casino     Boyd Gaming Corp.               2,341            65,538       28.0         65         1,995
   Treasure Island                Mirage Resorts                  2,900            75,294       26.0         86         2,320
   Tropicana Resort and Casino    Aztar Corp.                     1,910            45,194       23.7         50         1,794

     Totals                                                      46,842         1,457,701       31.1      1,495        37,197

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                           The overall competitive environment of the Las Vegas
                           Strip is intense. The result of this intensity has
                           been the evolution of the Las Vegas Strip into a
                           group of diverse gaming properties each seeking to
                           induce and capture a specific niche. Property types
                           range from the $1.0-billion MGM Grand
                           Hotel/Casino/Theme Park, to the aged Sahara Casino
                           Hotel. Properties such as the Mirage, the Las Vegas
                           Hilton, the MGM Grand, and Caesars Palace cater to
                           the upper-middle and upper-income markets and high
                           rollers, while Circus Circus and the Excalibur have
                           successfully captured the lower-income "grind"
                           players. While the lower-income markets may not be as
                           glamorous, they do provide a steady stream of gaming
                           win. Conversely, high rollers, or "whales," can
                           impact an entire quarter's worth of gaming win in one
                           evening. The recent expansion of the Las Vegas Strip
                           has been designed to induce alternative demographic
                           groups by offering alternatives to gaming such as
                           theme parks, thrill rides, and high-tech
                           entertainment options. The MGM Grand, Circus Circus,
                           and the Luxor all have had varying degrees of success
                           capturing these new types of visitors.


HVS International, Mineola, New York         Gaming Supply and Demand Analysis 4
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                           The older properties located along the Strip have
                           been challenged by the new mega-resorts and the shift
                           in demand to the southern end of Las Vegas Boulevard.
                           Functional obsolescence and the lack of necessary
                           capital expenditures have severely impacted the
                           competitiveness of properties such as the Riviera,
                           the Sands, the Sahara, the Frontier, and the
                           Tropicana. These properties cannot offer the new
                           amenities that today's Las Vegas visitors crave and
                           must survive by accommodating the older Las Vegas
                           visitor demographic whose primary purpose is gaming.

                           It should be noted however, that all of the Las Vegas
                           Strip properties have benefited from the overall
                           increase in tourist visitation created by the new
                           mega-resorts. As will be further discussed, evidence
                           suggests that the Las Vegas Strip gaming market is
                           largely supply driven.

                           The proposed subject property will primarily be
                           marketed to the upper-middle income tier of Las Vegas
                           visitors. In addition, the added amenities and
                           high-quality product the subject will offer should
                           allow it to capture the new demographic groups. Also,
                           as mentioned, the subject property will joint venture
                           with London Clubs International (LCI). LCI will
                           greatly enhance the property's marketing to
                           international clientele, especially in Europe and the
                           Middle East.

                           Overall, the existing gaming inventory of the Las
                           Vegas Strip ($72 million and over) market ranges from
                           high-end mega-resorts to aged casino hotels.
                           Reflecting the migration of demand in the Las Vegas
                           Strip ($72 million and over) market to the southern
                           end of the Strip, as well as the desire of current
                           Las Vegas visitors for amenities other than gaming,
                           it is our opinion that the subject property will be
                           ideally located and outfitted to maximize the capture
                           of customers and subsequent revenue.

Proposed Additions to      Based on conversations with local officials and
Supply                     knowledgeable parties, seven large additions to
                           supply, including the subject property, are projected
                           to enter the Las Vegas Strip ($72 million and over)
                           market within the next three years. As MGM Grand's
                           New York - New York opened in January 1997, its
                           inventory and revenue levels were not included in the
                           1996 data used as our basis for forecasting. As such,
                           for purposes of this analysis, it is considered an
                           addition to supply. In addition, other smaller
                           additions and expansions are expected to increase the
                           market's gaming supply. The following chart lists the
                           expected additions to supply in the Las Vegas Strip
                           ($72 million and over) market. Note that the 1,000
                           room casino hotel proposed as part of the subject's
                           mixed-use development has not been included in the
                           following chart. Due to this property's size and
                           location (removed from Las Vegas Boulevard) it is not
                           expected to be included in the Las Vegas Strip ($72
                           million and over) category.

Additions to Supply - Las Vegas Strip ($72 million and over)


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                                                Estimated Opening    # Days Into     Table    Gaming
Casino                   Operator                     Date            Projection     Games    Devices   Guestrooms
- ------------------------------------------------------------------------------------------------------------------
                                                                                          
Bellagio                 Mirage Resorts            04/01/98               455         173      2,746      3,005
Project Paradise         Circus Circus             10/01/98               638         110      2,400      3,800
Paris                    Hilton                    04/01/99               820          75      3,000      3,000
Venetian Phase I         Sheldon Adelson           06/01/99               881         100      3,000      3,000
Venetian Phase II        Sheldon Adelson          01/01/2000             1095          50      1,000      3,000
Aladdin                  Aladdin Gaming, LLC      01/01/2000             1095         117      2,900      2,600
New York New York        MGM                       01/01/97                 0          73      2,425      2,035
Other *                  N/A                       01/01/97                 0         104        976          0

* Represents expansions and additions to current properties
- ------------------------------------------------------------------------------------------------------------------


                           Note that the "other casino" category in the above
                           chart represents expansions and additions to current
                           properties within the Las Vegas Strip ($72 million
                           and over) category. These numbers have been utilized
                           to bring the year-end 1996 gaming unit levels up to
                           date with the year-to-date gaming unit levels.

                           Bellagio is a $1.3-billion resort being developed by
                           Mirage Resorts at the corner of Flamingo Road and Las
                           Vegas Boulevard, which is the site of the old Dunes
                           Hotel Casino just across Las Vegas Boulevard from the
                           proposed subject site. Given its high cost per room,
                           Bellagio will be marketed to the highest end of the
                           gaming spectrum. Reportedly, rack rates will be in
                           excess of $200 per night. We believe that Bellagio
                           will not compete directly with the subject property;
                           however, given its "must-see" appeal, it will bring
                           pedestrian traffic and demand to the subject
                           property's immediate area.

                           Project Paradise, the proposed $1-billion casino
                           hotel development by Circus Circus, recently began
                           construction on a site adjacent to the Luxor hotel
                           and casino. The project is expected to open in
                           October 1998. The massive Project Paradise is
                           expected to have as many as four different casinos
                           and a high-end Four Seasons Hotel as the primary
                           anchors. The first phase of development is expected
                           to consist of a 3,800-room casino, catering to the
                           upper income traveler. Average rates are expected to
                           exceed $200. Due to its high end orientation, this
                           property is expected to compete more with the
                           Bellagio than the subject property.

                           Paris, the proposed $420-million casino hotel
                           development by Bally's Entertainment (now part of
                           Hilton Hotels), recently began construction on a site
                           adjacent to the subject. According to published
                           reports, the project will open by the first quarter
                           of 1998. Similar to the New York-New York theme,
                           Paris will feature well-known attractions and
                           replicas of Parisian origin. Proposed is a 540-foot
                           facsimile of the Eiffel Tower, the Arc de Triomphe,
                           and the Paris Opera House. The property will be
                           marketed to the upper-middle tier of the Las Vegas
                           gaming market and be priced


HVS International, Mineola, New York         Gaming Supply and Demand Analysis 6
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                           above Bally's Hotel Casino. As such, it is expected
                           to compete primarily with the subject property.

                           The largest proposed addition to the Las Vegas gaming
                           market is the planned Venetian Resort on the site of
                           the old Sands Hotel and Casino. This development is
                           expected to include roughly 6,000 guestrooms, 500,000
                           square feet of retail space, an expansion of the
                           existing Sands Expo Center, and almost 200,000 square
                           feet of gaming space. The project's estimated cost is
                           $1.8 billion and it is expected to open in two
                           phases, by mid-1999 and by 2000. The Venetian will be
                           located at the northern end of the Strip and is
                           expected to help invigorate this area by competing
                           with the recent construction along the southern end
                           of the Strip. This property is expected to compete
                           directly with the subject property due to its
                           intended market orientation, as well as its large
                           retail component, similar to that of the subject.

                           The final proposed addition to supply is the proposed
                           subject property. As discussed, the subject is
                           expected to open by January 2000 and consist of a
                           450,000-square-foot retail facility, 110,000 square
                           feet of gaming space, and 2,600 guestrooms. The
                           subject will be marketed to the upper-middle tier of
                           Las Vegas visitors and is expected to compete to a
                           high degree with similar existing and proposed hotel
                           casinos located along the Las Vegas Strip.

                           As mentioned, New York-New York opened in January
                           1997 and is located at the northwest corner of the
                           Las Vegas Boulevard and Tropicana Avenue
                           intersection. This intersection, which is also home
                           to the Tropicana, the MGM Grand, and the Excalibur,
                           is known as the "New Four Corners." The cost of the
                           joint-venture between MGM Grand and Primadonna
                           Resorts, Inc., was estimated at $400 million. The New
                           York-New York is currently being marketed to the
                           "upper" mid-priced segment, with average room rates
                           between $100 and $150 per night. As such, we believe
                           the subject property will compete primarily with the
                           New York-New York.

                           We have also included the addition of 104 table games
                           and 976 gaming devices to account for the expansion
                           of several existing facilities of gaming inventory
                           within the proposed subject's market area.

                           In addition to the aforementioned additions to
                           supply, we have considered the demolition of the
                           existing Aladdin Hotel and Casino. As discussed, the
                           current Aladdin will be demolished in order for the
                           new property to be constructed. As such, we have
                           subtracted the gaming inventory of the current
                           Aladdin (26 table games and 1,005 gaming devices)
                           from our analysis beginning in January 1998, the
                           anticipated construction start date for the subject
                           property.

Supply Conclusion          Summarizing the preceding discussion of existing and
                           proposed gaming supply, we believe that the Proposed
                           Aladdin Hotel and Casino will compete to varying
                           degrees


HVS International, Mineola, New York         Gaming Supply and Demand Analysis 7
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                           with the existing casinos located within the Las
                           Vegas Strip ($72 million and over) market. As of
                           December 1996, the Las Vegas Strip ($72 million and
                           over) market includes approximately 1,495 table games
                           and 37,197 gaming devices. Upon stabilization of the
                           Las Vegas Strip ($72 million and over) market in
                           2001, table game and gaming device inventory levels
                           are projected to be 2,388 and 57,539, respectively.
                           The following map shows the gaming supply located
                           within the Las Vegas Strip ($72 million and over)
                           market.


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                                INSERT COMP MAP


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Demand Analysis            The proliferation of gaming throughout the United
                           States and the tremendous expansion of gaming in
                           southern Nevada have elevated gaming to a nationwide
                           industry. The development of multiple markets across
                           the nation has been spurred by state and local
                           governments' desire to increase the tax base. As a
                           result, aggregate gaming demand has been dispersed
                           across the nation. Prior to the development of Native
                           American reservation and riverboat gaming, the
                           primary gaming markets were southern Nevada and
                           Atlantic City, New Jersey; as such, aggregate gaming
                           demand could be reasonably estimated via an analysis
                           of these two markets. However, in today's prolific
                           gaming environment, demand is now a function of
                           available supply and the various economic and
                           demographic characteristics impacting a given region.
                           As such, the market as a whole is not as simple to
                           analyze. With each emerging market competing for and
                           capturing a portion of overall gaming demand, a
                           regional analysis is necessary to determine a
                           market's existing demand level and growth potential,
                           as well as its propensity to attract demand from
                           other regional and national gaming markets.

Economic and               As described previously in the "Market Area Analysis"
Demographic Review         section, the subject market appears well suited to
                           support a gaming inventory based on the capturable
                           adult population, the amount of discretionary income,
                           the populace's propensity to spend discretionary
                           income on entertainment and goods and services, and
                           the expansive tourism industry. With an estimated
                           local population of nearly 1.0 million people and
                           almost 30 million tourists visiting the metropolitan
                           Las Vegas area annually, the amount of existing and
                           potential gaming activity is significant. Given its
                           critical mass and billions of dollars in invested
                           capital, no other destination will be able to
                           duplicate the Las Vegas experience. As such, we
                           believe that the Las Vegas market will continue to be
                           the preeminent domestic and international gaming
                           destination.

Demand Sources             Demand for gaming can be classified into four primary
                           sources: the leisure segment, the local residents,
                           tour and travel groups, and conventions. Each of
                           these gaming demand segments has distinct
                           characteristics which affect the market's potential
                           capacity utilization levels and subsequent gaming
                           revenues; these characteristics include gaming
                           frequency, duration of play, gaming budgets, game
                           preferences, and preferred facilities. With the
                           exception of local residents, the demand generally
                           originates from outside the subject property's
                           primary market. As mentioned, the primary feeder
                           market for the Las Vegas gaming market is Southern
                           California.

                           Leisure Demand

                           As previously discussed, leisure visitation to Las
                           Vegas is enormous, with visitors taking advantage of
                           the year-round favorable climate and multitude of
                           attractions. The leisure segment utilizes both table
                           games and gaming devices and has a higher propensity
                           to play table games than the other demand segments.
                           Gaming propensity


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                           and frequency within the leisure segment vary
                           significantly, from novices, or "grind" players, to
                           rated players." Further, the gaming budgets of
                           leisure patrons vary considerably, as do their
                           average wagers. While the primary goal in attracting
                           the leisure traveler is gaming activity, food and
                           beverage outlets can also be priced to break even.

                           According to the Las Vegas Convention and Visitors
                           Authority, over 60% of visitors to Las Vegas were on
                           vacation. Of those polled, 87% of visitors said they
                           had gambled while in Las Vegas. The casino games most
                           often played were the slot machines, at approximately
                           53%, twenty-one was a distant second at 16%, followed
                           by video poker at 14%.

                           Local Demand

                           In emerging riverboat, dockside, and Native American
                           gaming markets, local residents constitute a
                           significant portion of the overall gaming demand. The
                           majority of patronage, an estimated 65% to 75%,
                           originates within a 50-mile radius. In markets such
                           as Las Vegas and Atlantic City, which possess a
                           critical mass of gaming, lodging, and entertainment
                           facilities, local demand plays a secondary role to
                           demand from the tour and travel, leisure, and
                           convention segments. However, local patronage is
                           necessary to provide a base level of annual demand,
                           offsetting the effects of seasonality on revenues. In
                           competitive markets, local patrons possess a high
                           degree of loyalty, based on personal service and
                           incentives. Such incentives include complimentary
                           food and beverage service, bonus winnings,
                           complimentary room nights, complimentary travel, and
                           gift items. Gaming frequency among local patrons
                           depends on a number of factors, including the
                           convenience of the casinos, the average age of the
                           populace, and disposable income levels. Typically,
                           local residents can be expected to allot a higher
                           percentage of discretionary income to gaming
                           activities than other demand segments. However, due
                           to higher frequency levels and longer play duration,
                           local residents tend to make lower average wagers.
                           Locals often possess superior gaming skills and seek
                           tables and devices which offer the highest payouts
                           and best odds. In certain markets, locals tend to be
                           seasonal in an attempt to circumvent the crowds
                           associated with peak demand periods of tourist and
                           leisure visitation.

                           The total contribution to Las Vegas' gaming revenue
                           by the local demand segment has been estimated at
                           $900 million per year. However, the local segment's
                           impact on the Las Vegas Strip ($72 million and over)
                           market is only moderate. According to the Las Vegas
                           Convention and Visitors Authority, only 23% of locals
                           gambled on the Strip, with the majority, 61%,
                           gambling neither on the Strip or downtown. Of the
                           locals polled, 20% gambled at least once a week and
                           33% gambled at least once a month.


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                           Tour and Travel Demand

                           The seasonality of tour and travel demand varies,
                           depending on the type and mode of transportation.
                           Demand generated by the tour and travel segment is
                           primarily a function of an individual property's
                           marketing efforts, or their relationship with a
                           wholesaler. Tours organized by outside wholesalers
                           and recreational groups tend to be more seasonal,
                           while motor-coach tours, gaming junkets, and
                           all-inclusive vacations marketed by the individual
                           properties are booked in the shoulder and off seasons
                           to offset declining leisure visitation. The costs of
                           marketing to this segment are high, and in some
                           instances negate the potential gain in revenue. The
                           primary goal in attracting tour and travel groups is
                           gaming activity; rooms and food and beverage outlets
                           tend to be loss leaders. Gaming frequency among tour
                           and travel patrons is high, due to the purpose of the
                           trip and the limited length of stay. Traditionally,
                           tour and travel patrons favor gaming devices as
                           opposed to table games. Depending on the type of
                           group and predetermined gaming levels, tour and
                           travel patrons allocate a considerable portion of
                           their total travel budget for gaming activities and
                           tend to make median-sized wagers per hand, or pull.

                           The bus segment makes up a small portion of overall
                           demand within the Las Vegas market compared to a
                           market like Atlantic City, which is dependent on bus
                           tours running from the major population centers. The
                           wholesale market, which utilizes air transportation,
                           is the major component of the Las Vegas tour and
                           travel market.

                           Convention Demand

                           Convention demand within the Las Vegas market is
                           significant. In 1996, Las Vegas hosted over 3.3
                           million conventioneers, a 13.0% increase over 1995.
                           However, conventioneers tend to spend less time in
                           the casino than other market segments. As such,
                           casino hotels seeking to maximize occupied rooms in
                           terms of casino win, are less likely to accommodate
                           the convention segment.

                           Demand Conclusion

                           The Las Vegas market has evolved into a multi-faceted
                           gaming and entertainment destination. As evidenced,
                           new supply and "must-see" attractions have provided
                           an impetus for new demand. In our opinion the Las
                           Vegas market will continue to grow as new supply
                           enters the area, albeit at slightly lower rates. The
                           success of the proposed subject property is dependent
                           on several factors, including, but not limited to,
                           the following:

                              o  The continued growth in overall visitation to 
                                 the Las Vegas area and Las Vegas's status as 
                                 the eminent gaming destination;


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                              o  The property's ability to attract and retain 
                                 visitors with its high-quality product, high 
                                 levels of customer service, and a diverse mix 
                                 of gaming and other entertainment options; and

                              o  The region and nation's continued economic 
                                 growth.

WPUPD Analysis             The win per unit per day (WPUPD) statistic provides
                           the basis for the analysis and projection of table
                           game and gaming device revenues. WPUPD is calculated
                           by dividing total gaming revenues generated by a
                           particular type of gaming unit by the number of
                           gaming units available. Gaming statistics published
                           in a majority of the gaming markets include the
                           number of gaming units and total win figures by
                           either table games and gaming devices or by
                           individual games and devices (i.e., twenty-one
                           tables, crap tables, five-cent devices,
                           twenty-five-cent devices, etc.). As will be shown,
                           the WPUPD figure provides insight into the efficiency
                           of a market, demand levels, and saturation levels. In
                           the forecast of gaming revenues, a WPUPD estimate is
                           applied to the projected level of supply to arrive at
                           an overall gaming win figure.

Analysis of the Las        The following WPUPD levels provide the basis for our
Vegas Strip ($72           marketwide gaming revenue projections, as presented
million and over market)   in the subsequent section entitled "Forecast of
                           Gaming Revenue." As mentioned, a detailed analysis
                           has been performed on the Las Vegas Strip ($72
                           million and over) gaming market. The data utilized in
                           our analysis have been derived from the Gaming
                           Revenue Report, published by the State of Nevada
                           Gaming Control Board. We have reviewed all the
                           available data for the market and believe the figures
                           presented in the following analysis to be accurate.

                           The following table presents a yearly analysis of the
                           Las Vegas Strip ($72 million and over) gaming market
                           segmented into table games and gaming devices. The
                           three primary statistics comprising the analysis are
                           total win, the number of units, and WPUPD.


HVS International, Mineola, New York        Gaming Supply and Demand Analysis 13
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Analysis of Las Vegas Strip ($72 million and over) Market



                                            Table Games                                             Gaming Devices
                   ---------------------------------------------------------  ------------------------------------------------------
      Year             Win     % Change   Units  % Change   WPUPD   % Change     Win     % Change  Units   % Change  WPUPD  % Change
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         
      1992         $  974,174     ---     1,101      ---    $2,424     ---    $1,021,805    ---    26,525     ---    $106     ---
      1993          1,085,276    11.4%    1,116      1.4%    2,664     9.9%    1,078,632    5.6%   26,997     1.8%    109     3.7%
      1994          1,441,155    32.8     1,476     32.3     2,675     0.4     1,428,500   32.4    37,245    38.0     105    (4.0)
      1995          1,591,184    10.4     1,451     (1.7)    3,004    12.3     1,369,914   (4.1)   36,191    (2.8)    104    (1.3)
      1996          1,515,105    (4.8)    1,495      3.0     2,777    (7.6)    1,442,373    5.3    37,197     2.8     106     2.4
 Annual % Chg.                   11.7%               7.9%              3.5%                 9.0%              8.8%            0.2%

YTD 6/96           $  755,625     ---     1,468      ---     1,410     ---    $  729,654    ---    36,896     ---      54     ---
YTD 6/97              827,644     9.5%    1,672     13.9%    1,356    (3.8)%     746,015    2.2%   40,598    10.0%     50    (7.1)%

LTM through 7/96   $1,727,721     ---     1,560      ---    $3,034            $1,467,537    ---    37,483     ---    $107
LTM through 7/97    1,724,658    (0.2)%   1,779     14.0%    2,656   (12.5)%   1,535,213    4.6%   42,104    12.3%    100    (6.9)%
- ------------------------------------------------------------------------------------------------------------------------------------



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                           Overall, the Las Vegas Strip ($72 million and over)
                           market for gaming devices has exhibited high levels
                           of demand and absorption, as evidenced by relatively
                           flat WPUPD levels during periods of increasing
                           inventory. Specifically, WPUPD levels showed an
                           average annual compounded percent change of only 0.2%
                           from 1992 to 1996, while supply increased by 8.8%
                           over the same period. In addition, total win
                           increased at an average annual rate of 9.0% from 1992
                           to 1996, only slightly more than supply.

                           Table game WPUPD levels appear to be more volatile
                           and subject to external forces. The major factor
                           influencing table game WPUPD volatility is the market
                           mix of individual casinos and the subsequent amount
                           of table game bets. While casinos catering to the
                           lower income level player do not witness large table
                           game volatility, the casinos that aggressively market
                           to higher income players and high rollers often
                           experience vast fluctuations in table game WPUPD
                           levels. This fact is most evident in baccarat play.
                           Typically baccarat players are high rollers, wagering
                           up to $200,000 per hand. In one night, such players
                           can win or lose $10,000,000. As such, table game
                           play, especially in the Las Vegas Strip ($72 million
                           and over) market can show vast WPUPD fluctuations. As
                           mentioned throughout this report, the subject
                           property is expected to cater to the upper-middle
                           tier Las Vegas visitor and not the extreme high
                           rollers. As such, the subject's table game revenues
                           are not expected to be as volatile as those of the
                           casinos that cater to higher end players.

                           In addition, increases in total gaming win have
                           mirrored the increase in available supply, an
                           excellent sign of the market's health and growth
                           potential. Given the area's favorable demographics
                           and healthy tourism industry, the Las Vegas Strip
                           ($72 million and over) market has the potential for
                           further expansion. As evidenced, new supply has
                           historically provided the impetus for large increases
                           in demand. The next wave of new supply, including the
                           subject property, the Venetian, and Bellagio, is
                           anticipated to expand the overall market.

Conclusion                 Our forecast of marketwide gaming win, presented in
                           the following section of this report, factors in the
                           historical WPUPD levels attained by the market, and
                           the incremental change in WPUPD rates as inventory
                           levels either increase or decrease. Additional
                           factors impacting WPUPD levels are inflation,
                           population growth, economic expansion, lodging
                           supply, and tourism trends. In the following section
                           of this report, growth rates are applied to the
                           historical WPUPD levels in order to estimate future
                           market WPUPD levels. The WPUPD estimates are then
                           multiplied by the existing and proposed table game
                           and gaming device inventory levels presented earlier
                           in this section to arrive at a projection of
                           marketwide gaming win. In addition, the estimated
                           penetration rates attainable by the proposed Aladdin
                           Hotel and Casino will be applied to the marketwide
                           gaming win estimates in order to


HVS International, Mineola, New York        Gaming Supply and Demand Analysis 15
- --------------------------------------------------------------------------------


                           calculate the amount of gaming win projected to be
                           captured by the proposed subject property.





HVS International, Mineola, New York                Forecast of Gaming Revenue 1

7.

Forecast of Gaming Revenue

                  Once the subject market has been defined, and the supply and
                  demand factors analyzed and quantified, the anticipated amount
                  of gaming revenue generated by a specific casino operating
                  within this market can be determined. The compilation of
                  supply and demand data combined with research into the various
                  external factors impacting an individual property's market
                  share has led to the development of a market penetration
                  model. Utilizing the market derived data in the penetration
                  model results in a forecasting tool that can be applied with a
                  high degree of confidence. The market penetration model
                  utilizes the following four steps in deriving a forecast of
                  gaming revenue for the subject property.

                        1. The marketwide existing and proposed level of supply
                           is quantified by table games and gaming devices
                           throughout the projection period. The subject
                           property's proposed level of supply is quantified by
                           table games and gaming devices throughout the
                           projection period. The subject property's fair share
                           of marketwide gaming supply by table games and gaming
                           devices is then calculated.

                        2. A forecast of marketwide gaming revenue is developed
                           based on the WPUPD and supply trends presented in the
                           section of this narrative entitled "Gaming Supply and
                           Demand Analysis." Subjective factors such as latent
                           demand levels, induced demand, and shifting demand
                           patterns have been considered and included in the
                           forecast of WPUPD levels and the resultant projection
                           of marketwide gaming revenue.

                        3. Market penetration rates attainable by the subject
                           property are projected for table games and gaming
                           devices. The market penetration rates are then
                           multiplied by the subject property's calculated fair
                           share percentages to determine the subject's capture
                           rate. The subject property's capture rate is then
                           multiplied by the forecasted amount of marketwide
                           gaming revenue, equating to the gaming revenue
                           projected to be generated by the subject property.

                        4. The forecasted gaming win captured by the subject
                           property is reconciled with a WPUPD analysis to check
                           the reasonableness of the revenue projections.
                           Combining the table game and gaming device win
                           equates to an estimate of total gaming revenue.

Step One          The subject property's fair share is calculated by dividing
                  the subject's gaming inventory by the marketwide gaming
                  inventory. For example, if the subject property 




HVS International, Mineola, New York                Forecast of Gaming Revenue 2


                  has 100 table games and the total number of table games in the
                  market, including the subject property, is 1,000, the subject
                  property's fair share is equal to 10% (100 / 1,000 = 10%). The
                  level of existing and proposed supply by property, segmented
                  by table games and gaming devices, was presented in the
                  previous section entitled "Gaming Supply and Demand Analysis."
                  For the purpose of this analysis, gaming revenues will be
                  forecast on a calendar-year basis, commencing January 1, 2000.
                  As such, all additions to supply have been adjusted to reflect
                  the calendar year.

                  The following table presents the historical and projected
                  inventory levels of the Las Vegas Strip ($72 million and over)
                  market and the Proposed Aladdin Hotel and Casino segmented by
                  table games and gaming devices, as well as the subject
                  property's calculated fair share percentages.



HVS International, Mineola, New York                Forecast of Gaming Revenue 3

Projected Gaming Inventory and Calculated Fair Share



                                                1997     1998     1999     2000      2001      2002     2003       2004 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                             
Table Games
     Supply - LV Strip $72 Million & Over
       Existing Table Games                    1,495    1,646    1,804    2,045     2,388     2,388     2,388     2,388 
       Additions to Supply - Table Games         177      158      241      343         0         0         0         0 
                                               -----    -----    -----    -----     -----     -----     -----     -----
         Total Table Games                     1,672    1,804    2,045    2,388     2,388     2,388     2,388     2,388 
       %  Change                               11.8%     7.9%    13.4%    16.8%      0.0%      0.0%      0.0%      0.0% 
     Aladdin Casino Hotel
       Existing Table Games                      N/A      N/A      N/A        0       117       117       117       117 
       Additions to Supply - Table Games         N/A      N/A      N/A      117         0         0         0         0
                                                                           ----      ----      ----      ----      ---- 
         Total Table Games                       N/A      N/A      N/A      117       117       117       117       117 

     Calculated Fair Share - Table Games         N/A      N/A      N/A     4.9%      4.9%      4.9%      4.9%      4.9% 

Gaming Devices
     Supply - LV Strip $72 Million & Over
       Existing Gaming Devices                37,197   39,593   42,267   48,758    57,539    57,539    57,539    57,539 
       Additions to Supply - Gaming Devices    3,401    2,674    6,491    8,781         0         0         0         0 
                                              ------   ------   ------   ------    ------    ------    ------    ------
         Total Gaming Devices                 40,598   42,267   48,758   57,539    57,539    57,539    57,539    57,539 
       %  Change                                9.1%     4.1%    15.4%    18.0%      0.0%      0.0%      0.0%      0.0% 
     Aladdin Casino Hotel
       Existing Gaming Devices                   N/A      N/A      N/A        0     2,900     2,900     2,900     2,900 
       Additions to Supply - Gaming Devices      N/A      N/A      N/A    2,900         0         0         0         0
                                                                         ------     -----     -----     -----     ----- 
         Total Gaming Devices                    N/A      N/A      N/A    2,900     2,900     2,900     2,900     2,900 

     Calculated Fair Share - Gaming Devices      N/A      N/A      N/A     5.0%      5.0%      5.0%      5.0%      5.0% 

     Overall Fair Share                          N/A      N/A      N/A     5.0%      5.0%      5.0%      5.0%      5.0% 
- ------------------------------------------------------------------------------------------------------------------------------------


                                                 2005      2006
- --------------------------------------------------------------------------------
                                                      
Table Games
     Supply - LV Strip $72 Million & Over
       Existing Table Games                     2,388     2,388
       Additions to Supply - Table Games            0         0
                                               ------    ------
         Total Table Games                      2,388     2,388
       %  Change                                 0.0%      0.0%
     Aladdin Casino Hotel
       Existing Table Games                       117       117
       Additions to Supply - Table Games            0         0
                                               ------    ------
         Total Table Games                        117       117

     Calculated Fair Share - Table Games         4.9%      4.9%

Gaming Devices
     Supply - LV Strip $72 Million & Over
       Existing Gaming Devices                 57,539    57,539
       Additions to Supply - Gaming Devices         0         0
                                               ------    ------
         Total Gaming Devices                  57,539    57,539
       %  Change                                 0.0%      0.0%
     Aladdin Casino Hotel
       Existing Gaming Devices                  2,900     2,900
       Additions to Supply - Gaming Devices         0         0
                                               ------    ------
         Total Gaming Devices                   2,900     2,900

     Calculated Fair Share - Gaming Devices      5.0%      5.0%


     Overall Fair Share                          5.0%      5.0%
- --------------------------------------------------------------------------------



HVS International, Mineola, New York                Forecast of Gaming Revenue 4

                  As evidenced,marketwide supply levels are expected to increase
                  significantly in coming years as several new properties come
                  on line. The proposed subject property is expected to open in
                  January 2000 with 117 table games and 2,900 devices. The
                  subject property's proposed inventory levels equate to a fair
                  share percentage of 4.9% for table games and 5.0% for gaming
                  devices. 

                  For the purposes of this analysis, marketwide table game and
                  gaming device inventory levels are projected to stabilize in
                  2000 with the opening of the subject property and phase II of
                  the Venetian. 

Step Two          As discussed, step two involves the forecasting of marketwide
                  gaming revenue in each year of the projection period. The
                  annual revenue figures were divided by the average marketwide
                  table game and gaming device inventory levels as of December
                  31, 1996. The base year table game WPUPD estimate is
                  calculated as follows:

                        Table Game Win / Average Units / 365 = WPUPD
                               $1,515,105,000 / 1,495 / 365 = $2,776.57
                                   Say $2,777

                  The calculated annual average WPUPD figure is used to derive a
                  base-year figure from which to project future WPUPD amounts.
                  Growth rates are applied to the base year figure to calculate
                  marketwide gaming revenues.

                  Based on the historical WPUPD trend of the market, the
                  incremental changes in gaming supply, and the anticipated
                  impact of the new supply on the demand trends within the
                  market, capacity growth rates in WPUPD levels are estimated.
                  The WPUPD figure is multiplied by the projected level of table
                  game or gaming device inventory to arrive at a forecast of
                  marketwide gaming revenue. The following table presents the
                  10-year forecast of Las Vegas Strip ($72 million and over)
                  gaming revenues.




HVS International, Mineola, New York                Forecast of Gaming Revenue 5

Forecast of Marketwide Gaming Revenue - Las Vegas Strip ($72 million and over)
Market



                          Historical   Historical
                             1994        1995         BASE YEAR          1997          1998          1999          2000
- -----------------------------------------------------------------------------------------------------------------------
Table Games
                                                                                            
  Estimated Growth Rate                                                 -2.0%          3.0%         -5.0%         -6.0%
  Estimated WPUPD        $    2,675         3,004    $    2,777    $    2,721    $    2,803    $    2,663    $    2,503
  Units                       1,476         1,451         1,495         1,672         1,804         2,045         2,388
  Win (000s)             $1,441,155    $1,591,184    $1,515,228    $1,660,730    $1,845,596    $1,987,545    $2,181,654
   Growth Rate                              10.4%                        9.6%         11.1%          7.7%          9.8%

Gaming Devices
  Estimated Growth Rate                                                  -3.0%           1.0%        -2.0%        -2.0%
  Estimated WPUPD         $      105    $      104    $      106    $      103    $      104    $      102   $      100
  Units                       37,245        36,191        37,197        40,598        42,267        48,758       57,539
  Win (000s)              $1,428,500    $1,369,914    $1,442,566    $1,527,229    $1,605,914    $1,815,486   $2,099,594
   Growth Rate                               -4.1%                        5.9%          5.2%         13.1%        15.6%

Total Gaming Win (000s)   $2,869,655    $2,961,098    $2,957,794    $3,187,959    $3,451,510    $3,803,031   $4,281,248
Growth Rate                                   3.2%                        7.8%          8.3%         10.2%        12.6%

Revenue Mix
  Table Games                   50.2%         53.7%         51.2%         52.1%         53.5%         52.3%       51.0%
  Gaming Devices                49.8%         46.3%         48.8%         47.9%         46.5%         47.7%       49.0%

                         
                                2001          2002          2003         2004        2005          2006
- -------------------------------------------------------------------------------------------------------
Table Games                                                                                            
                                                                                  
  Estimated Growth Rate         3.0%          3.0%          3.0%         3.0%        3.0%          3.0%
Estimated WPUPD           $    2,578    $    2,655    $    2,735   $    2,817  $    2,902    $    2,989
  Units                        2,388         2,388         2,388        2,388       2,388         2,388
  Win (000s)              $2,247,103    $2,314,516    $2,383,952   $2,455,470  $2,529,134    $2,605,008
   Growth Rate                  3.0%          3.0%          3.0%         3.0%        3.0%          3.0%
                                                                                                       
Gaming Devices                                                                                         
  Estimated Growth Rate         2.0%          3.0%          3.0%         3.0%        3.0%          3.0%
  Estimated WPUPD         $      102    $      105    $      108   $      111  $      115    $      118
  Units                       57,539        57,539        57,539       57,539      57,539        57,539
  Win (000s)              $2,141,586    $2,205,833    $2,272,008   $2,340,169  $2,410,374    $2,482,685
   Growth Rate                  2.0%          3.0%          3.0%         3.0%        3.0%          3.0%

Total Gaming Win (000s)   $4,388,689    $4,520,349    $4,655,960   $4,795,639  $4,939,508    $5,087,693
   Growth Rate                  2.5%          3.0%          3.0%         3.0%        3.0%          3.0%

Revenue Mix
  Table Games                  51.2%         51.2%         51.2%        51.2%       51.2%         51.2%
  Gaming Devices               48.8%         48.8%         48.8%        48.8%       48.8%         48.8%




HVS International, Mineola, New York                Forecast of Gaming Revenue 6

                  As shown, table game WPUPD levels are forecast to decrease by
                  2.0% in 1997 reflecting the increase in supply brought about
                  by the opening of New York -New York in January. This decrease
                  in the WPUPD level is consistent with the year-to-date table
                  game WPUPD trend shown previously in this section of the
                  report. In 1998, the additional table game supply is expected
                  to be absorbed by the market and WPUPD levels are forecast to
                  increase by 3.0%, the underlying rate of inflation. Table game
                  WPUPD levels are then forecast to decrease by 5.0% and 6.0% in
                  1999 and 2000, respectively, due to the large increases in
                  supply forecast to enter the market in those years. These
                  decreases are consistent with the market's historical reaction
                  to supply increases of this magnitude. WPUPD levels are
                  forecast to rebound in 2001, increasing 3.0% before
                  stabilizing at 3.0% growth per year in 2002 and thereafter.
                  Overall, table game WPUPD levels are forecast to stabilize at
                  $2,578 in 2001.

                  Given the historic stability of gaming device WPUPD levels
                  discussed previously, they are not expected to fluctuate as
                  drastically as table game WPUPD levels. Specifically, gaming
                  device WPUPD levels are forecast to decrease by 3.0% in 1997,
                  increase by 1.0% in 1998, decrease by 2.0% in 1999 and 2000,
                  and increase by 2.0% in 2001 before stabilizing at 3.0% growth
                  per year in 2002 and thereafter. The decreases in gaming
                  device WPUPD levels in 1997, 1999, and 2000 are attributable
                  to the forecasted increases in supply. However, as in the
                  past, the Las Vegas Strip ($72 million and over) market is
                  expected to quickly absorb the supply increases. Overall, the
                  marketwide gaming device WPUPD is expected to reach a low of
                  $100 in 2000 and to stabilize at $105 in 2002.

Step Three        Step three of the analysis includes projections of the subject
                  property's market penetration rates. A penetration rate is
                  defined as the percentage of marketwide gaming revenue the
                  subject property will capture in relation to its fair share.
                  For example, if the subject property's fair share of the
                  marketwide gaming device inventory was 10%, and the property
                  penetrates the gaming device segment at 110%, the subject
                  would capture approximately 11% of marketwide gaming device
                  revenue (1.10 x 0.10 = 0.11). The capture rate is then applied
                  to the aggregate amount of marketwide gaming revenue to derive
                  the subject property's gaming revenue forecast. The following
                  chart shows the estimated 1996 penetration rates of hotel
                  casinos located within the Las Vegas Strip ($72 million and
                  over) market deemed most similar to the proposed subject
                  property.



HVS International, Mineola, New York                Forecast of Gaming Revenue 7

1996 Estimated Penetration Rates for Selected Hotel Casinos - Las Vegas Strip
($72 million and over) 




                         Market                        Mirage              Treasure Island             Caesars          
               ----------------------------   -------------------------  ----------------------  -----------------------
                  Tables        Devices          Tables      Devices       Tables    Devices       Tables    Devices    
               ---------------------------------------------------------------------------------------------------------
                                                                                             
Revenue          1,545,405     1,442,373         179,300     120,000       58,900     86,600      144,000     97,000    
Units              1,495        37,197             122        2,225          97       2,220         125       1,980     
Fair Share                                        8.2%         6.0%         6.5%       6.0%         8.4%       5.3%     
Penetration                                      142.2%       139.1%       58.7%      100.6%       111.4%     126.3%    

Market Mix Tables                                  5%                        4%                      6%                 
Market Mix Devices                                 95%                      96%                     94%                 

Total Penetration                                 139%                      99%                    125%                

 Source: Individual Company Forms 10K and 10Q, Nevada Gaming Control Board, HVS International



                               MGM                   Luxor
                    ------------------------  ----------------------
                        Tables    Devices       Tables    Devices
                    ------------------------------------------------
                                                  
Revenue                340,000    145,000       71,100     47,400
Units                    178       3,720         106       2,400
Fair Share              11.9%      10.0%         7.1%       6.5%
Penetration             184.8%     100.5%       64.9%      50.9%

Market Mix Tables        5%                      4%
Market Mix Devices      95%                     96%

Total Penetration      104%                     52%

 Source: Individual Company Forms 10K and 10Q, Nevada Gaming Control Board, HVS International



HVS International, Mineola, New York                Forecast of Gaming Revenue 8

                  As shown, the Mirage and Caesars Palace enjoy the highest
                  penetration rates within the market, followed by the MGM,
                  Treasure Island, and the Luxor. The Luxor's low overall
                  penetration rate compared to the other selected properties is
                  attributable to the historically low room count at the
                  property. Based on published reports, the Luxor did not have a
                  sufficient number of rooms to support its casino size.
                  Consequently, Circus Circus Corporation recently completed an
                  expansion of the property totaling 1,900 guestrooms. In the
                  future, the Luxor is expected to benefit from this rooms
                  expansion and increase its penetration of the market.

                  As mentioned throughout this report, the proposed subject
                  property will primarily target the upper-middle tier of the
                  Las Vegas gaming market. As such, its market mix is expected
                  to be most like that of the Treasure Island Casino. However,
                  the proposed subject's high-quality product and superior
                  amenities package are expected to enable it to penetrate the
                  market at a higher level than Treasure Island. In addition,
                  the subject property's penetration levels are expected to be
                  higher than the Treasure Island due to the subject's joint
                  venture with LCI and subsequent marketing efforts to
                  international clientele. Specifically, the proposed subject is
                  expected to penetrate the Las Vegas Strip ($72 million and
                  over) market at a level equivalent to Caesars Palace but lower
                  than the Mirage.

                  Our forecast of the market penetration rates attainable by the
                  Proposed Aladdin Hotel and Casino takes into consideration its
                  proposed improvements, target market, LCI partnership, and the
                  impact of new competitive facilities. We have forecast the
                  proposed subject property to penetrate the table game segment
                  at a stabilized level of 125% and the gaming device segment at
                  a stabilized level of 130%. This equates to an overall
                  stabilized penetration level of 129.8%.

                  The following table presents the subject property's projected
                  penetration rates and captured gaming revenue by table games
                  and gaming devices.




International, Mineola, New York                    Forecast of Gaming Revenue 9


Projected Penetration Rates and Captured Gaming Revenue - Proposed Aladdin Hotel
and Casino




                                     1997        1998        1999        2000        2001        2002        2003  
- -------------------------------------------------------------------------------------------------------------------
Marketwide Gaming Win
                                                                                           
    Table Games                $1,660,730  $1,845,596  $1,987,545  $2,181,654  $2,247,103  $2,314,516  $2,383,952  
    Gaming Devices             $1,527,229  $1,605,914  $1,815,486  $2,099,594  $2,141,586  $2,205,833  $2,272,008  
                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
    Total Gaming Win (000s)    $3,187,959  $3,451,510  $3,803,031  $4,281,248  $4,388,689  $4,520,349  $4,655,960  
Estimated Penetration Factors
    Table Games                       N/A         N/A         N/A      125.0%      125.0%      125.0%      125.0%  
    Gaming Devices                    N/A         N/A         N/A      130.0%      130.0%      130.0%      130.0%  
                                                                      -------     -------     -------     -------
    Overall                           N/A         N/A         N/A      129.8%      129.8%      129.8%      129.8%  
Captured Gaming Win
      Table Games                     N/A         N/A         N/A    $133,610    $137,620    $141,750    $146,000  
      Gaming Devices                  N/A         N/A         N/A    $137,570    $140,320    $144,530    $148,860  
                                                                     --------    --------    --------    --------
         Total                        N/A         N/A         N/A    $271,180    $277,940    $286,280    $294,860  
Growth Rate
      Table Games                                 N/A         N/A         N/A        3.0%        3.0%        3.0%  
      Gaming Devices                              N/A         N/A         N/A        2.0%        3.0%        3.0%  
                                                                                    -----       -----       -----
         Total                                    N/A         N/A         N/A        2.5%        3.0%        3.0%  
Revenue Mix
      Table Games                     N/A         N/A         N/A        49.3%       49.5%       49.5%       49.5% 
      Gaming Devices                  N/A         N/A         N/A        50.7%       50.5%       50.5%       50.5% 
                                                                       -------      ------      ------      ------
         Total                        N/A         N/A         N/A       100.0%      100.0%      100.0%      100.0% 

                                    2004        2005        2006
- --------------------------------------------------------------------------------
Marketwide Gaming Win
                                                    
    Table Games               $2,455,470  $2,529,134  $2,605,008
    Gaming Devices            $2,340,169  $2,410,374  $2,482,685
                              ----------  ----------  ----------
    Total Gaming Win (000s)   $4,795,639  $4,939,508  $5,087,693
Estimated Penetration Factors
    Table Games                   125.0%      125.0%      125.0%
    Gaming Devices                130.0%      130.0%      130.0%
                                  ------      ------      ------
    Overall                       129.8%      129.8%      129.8%
Captured Gaming Win
      Table Games               $150,380    $154,890    $159,540
      Gaming Devices            $153,330    $157,930    $162,670
                                --------    --------    --------
         Total                  $303,710    $312,820    $322,210
Growth Rate
      Table Games                   3.0%        3.0%        3.0%
      Gaming Devices                3.0%        3.0%        3.0%
                                   -----       -----       -----
         Total                      3.0%        3.0%        3.0%
Revenue Mix
      Table Games                  49.5%       49.5%       49.5%
      Gaming Devices               50.5%       50.5%       50.5%
                                  ------      ------      ------
         Total                    100.0%      100.0%      100.0%





HVS International, Mineola, New York               Forecast of Gaming Revenue 10

                  As market conditions stabilize in 2002, total gaming revenue
                  is projected to increase at an average annual compounded rate
                  of 3.0% throughout the projection period. Reflecting the
                  assumed market mix of the Proposed Aladdin Hotel and Casino,
                  revenues generated by gaming devices are projected to account
                  for 50.5% of total gaming revenue throughout the projection
                  period, while revenue generated by table games is expected to
                  generate 49.5% of total gaming revenue.

Step Four         In step four, the projection of gaming revenue derived via the
                  market penetration analysis is reconciled with a WPUPD
                  analysis. In addition, other gaming win derived from the race
                  and sports book, poker, and keno lounge has been forecast
                  based on the historical market operations of these ancillary
                  outlets, as well as the proposed subject's intended market
                  orientation. The following table presents a historical
                  analysis of other gaming win as a percentage of table game and
                  gaming device win for the Las Vegas Strip ($72 million and
                  over) market. 

Analysis of Other Gaming Win 



         
                                          1993/94                1995/96                  1995/96
- ------------------------------------------------------------------------------------------------------------
                                                                                     
     Table and Device Win              $2,518,296             $2,956,165               $3,028,819

    Keno                                   38,157                 36,706                   34,530
    % of Table/Device Win                     1.5%                   1.2%                     1.1%
    Poker                                 109,260                 32,880                   30,944
    % of Table/Device Win                     4.3%                   1.1%                     1.0%
    Race Book                              53,409                 48,760                   50,799
    % of Table/Device Win                     2.1%                   1.6%                     1.7%
    Sports Book                            41,295                 48,290                   49,436
    % of Table/Device Win                     1.6%                   1.6%                     1.6%

    Total Other Win                        42,121                166,635                  165,708
    % of Table/Device Win                     9.6%                   5.6%                     5.5%
- ------------------------------------------------------------------------------------------------------------


                  Overall, the market's other gaming win has been relatively
                  stable over the past two years ranging from 5.6% of table and
                  device win in 1994/95 to 5.5% in 1995/96. Based on recent
                  trends and the subject's intended market orientation and the
                  limited nature of its other gaming outlets, we have projected
                  other gaming win equal to 4.0% of table game and gaming device
                  win throughout the projection period.

                  The following table presents our estimated WPUPD projections
                  for the subject property throughout the 10-year projection
                  period.



HVS International, Mineola, New York               Forecast of Gaming Revenue 11

Projected Capacity Utilization Levels, WPUPD, and Total Gaming Win - Proposed
Aladdin Hotel and Casino




                                     2000              2001             2002            2003      
                                                                                    
  ------------------------------------------------------------------------------------------------
  Table Games
     WPUPD                         $3,129            $3,223           $3,319          $3,419      
     Units                            117               117              117             117      
     Win                         $133,610          $137,620         $141,750        $146,000      
  Gaming Devices
     WPUPD                           $130              $133             $137            $141      
     Units                          2,900             2,900            2,900           2,900      
     Win                         $137,570          $140,320         $144,530        $148,860      
  Table and Device Win           $271,180          $277,940         $286,280        $294,860      
  Other Gaming Revenues @ 4.0%    $10,850           $11,120          $11,450         $11,790      
                                 --------          --------         --------        --------
  Total Gaming Win               $282,030          $289,060         $297,730        $306,650      
                                 ========          ========         ========        ======== 
  Growth Rate                          --              2.5%             3.0%            3.0%      

                                        2004              2005              2006
                                                                    
  ------------------------------------------------------------------------------
  Table Games
     WPUPD                            $3,521            $3,627            $3,736
     Units                               117               117               117
     Win                            $150,380          $154,890          $159,540
  Gaming Devices
     WPUPD                              $145              $149              $154
     Units                             2,900             2,900             2,900
     Win                            $153,330          $157,930          $162,670
  Table and Device Win              $303,710          $312,820          $322,210
  Other Gaming Revenues @ 4.0%       $12,150           $12,510           $12,890
                                    --------          --------          --------
  Total Gaming Win                  $315,860          $325,330          $335,100
                                    ========          ========          ========
  Growth Rate                           3.0%              3.0%              3.0%




HVS International, Mineola, New York               Forecast of Gaming Revenue 12

                  The projection of gaming revenues presented will be utilized
                  in the "Income Capitalization Approach" section of the
                  narrative to derive the market value of the Proposed Aladdin
                  Hotel and Casino.


HVS International, Mineola, New York        Lodging Supply and Demand Analysis 1

8.   

Lodging Supply and Demand Analysis

                  This section presents an overview of the Las Vegas lodging
                  market through an analysis of annual and monthly inventory and
                  occupancy levels. Market segmentation, competitive casino
                  hotels, and additions to supply will be discussed and
                  evaluated as they relate to the Proposed Aladdin Hotel and
                  Casino.

                  Historically, the Las Vegas lodging market has attained
                  occupancy levels well above the national average. As presented
                  in the following table, available inventory and occupied rooms
                  have increased at average annual rates of 4.2% and 5.8%,
                  respectively. As a result, occupancy has risen from the
                  low-70% range to the low-90% range over the 13-year period.
                  Growth in demand has historically been a function of new
                  supply, as evidenced by the 17.4% increase in occupied rooms
                  in 1993 and the 13.0% increase in 1996. In 1993, supply
                  increased by 12.5%, or roundly 9,500 rooms, while in 1996,
                  supply increased by 10.0% or roundly 9,000 rooms. The
                  following table presents an analysis of the Las Vegas lodging
                  market over the past 13 years. The subsequent charts
                  illustrate the growth in the Las Vegas market on an annual and
                  monthly basis.




HVS International, Mineola, New York        Lodging Supply and Demand Analysis 2



Analysis of Las Vegas Lodging Statistics
                                                      Hotel                      Motel                      
      Year           Inventory        % Change      Occupancy       % Change   Occupancy         % Change   
- ------------------------------------------------------------------------------------------------------------
                                                                                    
                                                                                                            
      1983            52,529             ---          77.4%            ---         63.3%            ---     
      1984            54,129             3.0%         78.1             0.9%        61.7            (2.5%)    
      1985            53,067            (2.0)         84.7             8.5         70.1            13.6     
      1986            56,494             6.5          86.3             1.9         70.9             1.1     
      1987            58,474             3.5          87.0             0.8         74.0             4.4     
      1988            61,394             5.0          89.3             2.6         73.7            (0.4)    
      1989            67,391             9.8          89.9             0.7         72.5            (1.6)    
      1990            73,730             9.4          89.1            (0.9)        69.8            (3.7)    
      1991            76,879             4.3          85.2            (4.4)        62.6           (10.3)    
      1992            76,523            (0.5)         88.8             4.2         66.1             5.6     
      1993            86,053            12.5          92.6             4.3         69.7             5.4     
      1994            88,560             2.9          92.6             0.0         73.2             5.0     
      1995            90,046             1.7          91.4            (1.3)        72.4            (1.1)    
      1996            99,072            10.0          93.4             2.2         75.7             4.6     
                                                                                                            
      YTD 5/96        91,720             ---          95.1             ---         79.2             ---     
      YTD 5/97        102,536           11.8          92.6%           (2.6)        74.5%           (5.9)    

      Average Annual % Change           4.2%                           1.3%                         1.0%    


                        Total                         Total
      Year            Occupancy     % Change      Rooms Occupied      % Change
- ------------------------------------------------------------------------------

      1983               72.6%         ---           13,919,660           ---
      1984               72.5         (0.1%)         14,323,887           2.9%
      1985               79.8         10.1           15,456,825           7.9
      1986               81.4          2.0           16,784,932           8.6
      1987               83.4          2.5           17,800,070           6.0
      1988               85.1          2.0           19,069,897           7.1
      1989               85.2          0.1           20,957,253           9.9
      1990               84.7         (0.6)          22,793,998           8.8
      1991               80.3         (5.2)          22,532,851          (1.1)
      1992               83.9          4.5           23,434,021           4.0
      1993               87.6          4.4           27,514,586          17.4
      1994               89.0          1.6           28,768,716           4.6
      1995               88.0         (1.1)          28,922,775           0.5
      1996               90.4          2.7           32,689,797          13.0
                                                                             
      YTD 5/96           92.3          ---           12,688,051           ---
      YTD 5/97           89.4%        (3.1)          13,723,378           8.2

                                       1.5%                               5.%

               Source: Las Vegas Convention and Visitors Authority




HVS International, Mineola, New York        Lodging Supply and Demand Analysis 3

                         Las Vegas Annual Lodging Trend

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH/BAR CHART IN THE PRINTED
                                   MATERIAL.]

                 Room           Motel              Hotel
              Inventory       Occupancy          Occupancy
- -----------------------------------------------------------
1983            52,529          63.3%              77.4%  
1984            54,129          61.7               78.1   
1985            53,067          70.1               84.7   
1986            56,494          70.9               86.3   
1987            58,474          74.0               87.0   
1988            61,394          73.7               89.3   
1989            67,391          72.5               89.9   
1990            73,730          69.8               89.1   
1991            76,879          62.6               85.2   
1992            76,523          66.1               88.8   
1993            86,053          69.7               92.6   
1994            88,560          73.2               92.6   
1995            90,046          72.4               91.4   
1996            99,072          75.7               93.4   
                                          
YTD 5/96        91,720          79.2               95.1   
YTD 5/97       102,536          74.5%              92.6%  



HVS International, Mineola, New York        Lodging Supply and Demand Analysis 4

               Las Vegas Room Inventory and Occupancy Percentage
                                    by Month

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

                  Occupancy %   Room Inventory  
- -----------------------------------------------
Jan 93              76.2%          75,475      
Feb                 88.8%          75,475      
Mar                 88.6%          75,475      
Apr                 90.5%          75,475      
May                 86.5%          75,475      
Jun                 86.9%          75,846      
Jul                 91.0%          75,846      
Aug                 94.0%          75,846      
Sep                 89.9%          76,145      
Oct                 92.3%          81,670      
Nov                 87.5%          86,053      
Dec                 79.2%          86,053      
Jan 94              80.0%          86,053      
Feb                 90.6%          86,053      
Mar                 94.4%          86,053      
Apr                 93.3%          86,053      
May                 91.3%          86,603      
Jun                 89.7%          86,603      
Jul                 91.3%          86,759      
Aug                 91.0%          87,677      
Sep                 90.3%          87,845      
Oct                 91.6%          87,845      
Nov                 89.0%          87,845      
Dec                 83.0%          88,560      
Jan 95              82.6%          88,737      
Feb                 88.9%          88,055      
Mar                 94.1%          88,720      
Apr                 91.8%          89,065      
May                 86.7%          89,065      
Jun                 88.9%          89,594      
Jul                 87.8%          89,723      
Aug                 90.5%          89,723      
Sep                 88.9%          89,723      
Oct                 91.4%          89,723      
Nov                 84.7%          89,723      
Dec                 79.9%          90,046      
Jan 96              87.3%          90,046      
Feb                 92.4%          90,046      
Mar                 95.8%          90,266      
Apr                 94.8%          90,161      
May                 91.1%          91,720      
Jun                 90.1%          93,997      
Jul                 89.7%          94,056      
Aug                 93.2%          94,289      
Sep                 90.3%          95,092      
Oct                 92.9%          95,336      
Nov                 88.1%          94,776      
Dec                 78.7%          99,072      



HVS International, Mineola, New York        Lodging Supply and Demand Analysis 5


                  The following table presents the most recent market trends for
                  the Las Vegas Strip ($72 million and over) market.

Las Vegas Strip ($72 million and over) - Lodging Statistics



Fiscal Year        Occupancy        % Change       Average Rule   % Change         REVPAR       % Change
- ---------------------------------------------------------------------------------------------------------
                                                                                
     1990            90.6%            ---             $62.74          ---           $56.81         ---
     1991            89.0            (1.7)%            58.83         (6.2)%          52.35        (7.9)%
     1992            89.9             1.0              57.32         (2.6)           51.51        (1.6)
     1993            92.8             3.2              61.63          7.5            57.16        11.0
     1994            95.5             3.0              66.20          7.4            63.25        10.6
     1995            94.1            (1.6)             74.61         12.7            70.17        10.9
     1996            94.8             0.8              79.19          6.1            75.05         7.0

Average Annual % Change               0.8%                            3.5%                         4.3%
- ---------------------------------------------------------------------------------------------------------


                  As evidenced, occupancy within this segment has only grown at
                  an annual average rate of 0.8%. However, the market has
                  experienced the largest increase in supply during this period.
                  Overall, occupancy levels are strong despite a moderate
                  decline in 1995. Average rates have grown at an average annual
                  rate of 3.5% since 1990, with the largest increase in 1995 at
                  12.7%. Revenue per available room (RevPAR) has increased at an
                  average annual rate of 4.3%, reflecting gains in both
                  occupancy and average rate. In addition, RevPAR has grown
                  significantly since 1993, when the new mega-resorts began to
                  open.

Demand 
Segmentation      Similar to our analysis of gaming demand, lodging demand
                  within the Las Vegas market is generally classified into four
                  major segments: leisure, casino, convention, and wholesale.

                  The leisure segment is characterized by individuals and
                  families drawn to the Las Vegas area for purposes of gaming,
                  tourism, and recreation. In that leisure segment guests are
                  price sensitive, this demand is often attracted by promotional
                  activities that feature a high price-value relationship. This
                  demand peaks on weekends, in the summer, and during holiday
                  periods.

                  The casino segment generally consists of those patrons
                  classified as "casino-invited guests." A casino-invited guest
                  can range from a rated slot player to a "high roller."
                  Casino-invited guests are targeted by marketing campaigns and
                  usually "comped" (given complimentary rooms, food, and/or
                  beverages) in return for specific levels of casino play. The
                  casino segment usually accounts for 25% to 50% of a casino
                  hotel's total accommodated room nights.

                  The convention segment includes citywide conventions,
                  meetings, and trade association shows. Given the size and high
                  price-value of the Las Vegas Convention


HVS International, Mineola, New York        Lodging Supply and Demand Analysis 6

                  Center, Las Vegas is home to some of the largest conventions
                  and trade shows in the nation. The average length of stay for
                  a typical convention ranges from three to five days.

                  Room night demand generated by the wholesale market typically
                  consist of a block of rooms sold by the casino hotel to an
                  outside wholesaler at a lower rate ensuring a base occupancy
                  level. The wholesaler packages the room with other amenities
                  and charges a premium, profiting on the spread. Room blocks
                  allocated to wholesalers will vary depending on the season and
                  the day of the week.

Competition       An integral component of the supply and demand relationship
                  that has a direct impact on the availability of lodging demand
                  is the current and anticipated supply of competitive lodging
                  facilities.

                  Based on our evaluation of the market orientation, location,
                  facilities, and amenities of the area's casino hotels, we have
                  identified five properties that will compete most directly
                  with the Proposed Aladdin Hotel and Casino. However, given the
                  highly competitive nature of the Las Vegas market, the subject
                  property competes indirectly with all casino hotels to some
                  degree.

                  The following chart describes the characteristics pertinent to
                  the subject property and each of its competitors, including
                  number of rooms, casino square footage, meeting space, and
                  estimates of their 1996 market segmentation, occupancy,
                  average rate.


HVS International, Mineola, New York        Lodging Supply and Demand Analysis 7


Competitive Review



                                                                              Estimated 1996 Segmentation 
                                                               ---------------------------------------------------------
                                      Casino                                       
                        Number        Square         Meeting                           
Property               of Rooms       Footage       Space S.F.       Leisure         Casino      Convention    Wholesale 
- ------------------------------------------------------------------------------------------------------------------------
                                                                                             
Mirage                   3,044         95,900         71,000           30.0%          40.0%         20.0%        10.0%
Caesars                  1,400        118,000        100,000           20.0           40.0          30.0         10.0
MGM                      5,005        171,500         50,000           20.0           40.0          20.0         20.0
Luxor                    4,425        120,000         20,000           20.0           30.0          20.0         30.0
Treasure Island          2,891         82,000         16,000           30.0           40.0          20.0         10.0
                         -----         ------         ------           ----           ----          ----         ----
  Total/Avg             16,765        587,400        257,000           24.0%          38.0%         22.0%        16.0%


                                                      Estimated 1996
                  ---------------------------------------------------------------------------------------
                                                                Occupancy     Average Rate      Yield 
Property            Occupancy    Average Rate       RevPAR     Penetration    Penetration    Penetration
- ---------------------------------------------------------------------------------------------------------
                                                                                
Mirage                 97.0%       $130.00         $126.10        104.1%         115.0%         119.7%
Caesars                91.0         130.00          118.30         97.6          115.0          112.3
MGM                    92.0         110.00          101.20         98.7           97.3           96.1
Luxor                  92.0          95.00           87.40         98.7           84.1           83.0
Treasure Island        94.0         100.00           94.00        100.9           88.5           89.3$
                       ----         ------           -----        -----           ----           -----
  Total/Avg            93.2%       $113.00         $105.32        100.0%         100.0%         100.0%


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


HVS International, Mineola, New York        Lodging Supply and Demand Analysis 8


                  These properties compete for the mid-to upper-priced segment
                  of the leisure, casino, convention, and wholesale demand
                  segments. Overall, these properties attained an occupancy of
                  93.2% and an average rate of $113 in 1996. The occupancy and
                  average rate leader was the Mirage (97% and $130), with
                  Caesars Palace obtaining a similar average rate at a lower
                  occupancy (91%). All of the properties listed obtained
                  occupancies above the 90% level and an average rate above
                  $100, with the exception of the Luxor with an average rate of
                  $95. The Luxor's average rate was below those of the other
                  competitors primarily due to the owners' (Circus Circus),
                  philosophy of selling rooms at a steep discount to maximize
                  casino traffic.

Additions to      Similar to the additions to supply discussed in the "Gaming
Supply            Supply and Demand Analysis" section of this report, we believe
                  the proposed mega-resorts slated for opening over the next
                  several years will compete for lodging demand with the subject
                  property. The following is a list of these properties.

Additions to Supply - Las Vegas Strip ($72 million and over) market

                     Estimated    
                        Cost                       Opening 
Name/Location        (millions)  Operator            Date      Rooms
- --------------------------------------------------------------------
Bellagio               1,350.0   Mirage Resorts     4/1/98     3,005
Project Paradise       1,000.0   Circus Circus     10/1/98     3,800
Paris                    750.0   Hilton             4/1/99     3,000
Venetian Phase I       1,800.0   Sheldon Adelson    6/1/99     3,000
Venetian Phase II           --   Sheldon Adelson    1/1/00     3,000
New York - New York      460.0   MGM Grand          1/1/97     2,035
                      --------                                ------
  Total               $5,360.0                                17,840

              Source: Las Vegas Convention and Visitors Authority

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

                  As with gaming, the subject property is not expected to
                  compete directly with the Bellagio and Project Paradise for
                  lodging demand, due to these properties' high-end
                  orientations. However, Hilton's Paris project and the Venetian
                  project are expected to compete primarily with the proposed
                  Aladdin Hotel and Casino.

Lodging           As mentioned throughout this study, Las Vegas is a one of the 
Seasonality       top leisure destination markets in the world. In addition, Las
Analysis          Vegas is a leading convention market, hosting several of the  
                  nation's largest conventions and trade shows each year at the 
                  Las Vegas Convention Center. Reflecting the market's leisure  
                  orientation and large-scale conventions, demand and pricing   
                  levels fluctuate materially depending on the season, the level
                  of convention activity, and between weekend and mid-week      
                  periods. Further, demand peaks during holiday periods and     
                  throughout the year over the course of various special events 
                  such as high-profile boxing matches, rodeos, and other        
                  sporting events.                                              


HVS International, Mineola, New York        Lodging Supply and Demand Analysis 9


                  Our fieldwork and research indicate that the subject
                  property's attainable occupancy level is a function of
                  management's ability to attract and accommodate demand already
                  present in the market, as well as capture demand induced by
                  the new mega-resorts opening in the next few years. Successful
                  penetration into the market is dependent on several factors
                  including:

                  The overall quality of the subject's physical improvements,
                  including the exterior, interior design and layout, and room
                  design and layout;

                  The appeal and acceptance of the property's theme;

                  Access to the property, including egress and ingress from Las
                  Vegas Boulevard, and available parking;

                  Promotional programs and public relations exposure;

                  Targeted marketing programs; and

                  Appropriate segmented pricing strategy.

                  A seasonality model forecasts the overall occupancy of a
                  lodging property based on attainable occupancy levels during
                  specific periods of demand prevalent over the course of a
                  typical year. Weekend and mid-week days are categorized as
                  belonging to one of the four periods: peak, non-peak,
                  city-wide convention, and special-event. Once demand levels
                  are assessed, the subject's market mix is projected, resulting
                  in a forecast of accommodated room nights by market segment.
                  The subject property's average rate is then forecast based on
                  a segmented pricing strategy.

                  To derive a forecast of occupancy for the subject property, a
                  seasonality analysis is performed. The first step in
                  performing a seasonality analysis is to define the different
                  periods of demand prevalent within the market. For the purpose
                  of this analysis we have divided the year into the following
                  three seasons: peak, shoulder, and off. Further, we have
                  segmented the three seasons by weekend and mid-week,
                  reflecting the weekly fluctuations in demand. The
                  corresponding occupancy level for each demand period is then
                  multiplied by the subject property's total number of available
                  rooms to derive the number of occupied room nights during each
                  demand period.

                        Occupied Room Nights: Peak Weekend = (2,600 x 99.0% =
                        2,574)

                  The number of days within each demand period by month is
                  estimated and then multiplied by the calculated number of
                  occupied room nights for the corresponding demand period.

                        Occupied Room Nights: Peak Weekends in January = (3 x
                        2,574 = 7,722)

                  This calculation is performed for each demand period, and the
                  results are totaled. The total number of occupied room nights
                  is then divided by the total number of available room nights
                  to arrive at the monthly weighted average occupancy level. 


HVS International, Mineola, New York       Lodging Supply and Demand Analysis 10


                  The monthly totals are then summed to arrive at an annual
                  estimate of occupied room nights, which is divided by the
                  annual number of available rooms equating to the subject
                  property's annual occupancy figure.

                  The total occupied room nights by month are then multiplied by
                  the corresponding market mix percentages, and summed together,
                  to arrive at the annual market mix for the property.

Occupancy by      The first process in deriving annual occupancy is to estimate 
Season            the occupancy level the subject property is likely to achieve 
                  on weekend and mid-week days during the peak and non-peak     
                  seasons and throughout special event and convention demand    
                  periods.                                                      
                                                                                
                  In order to gauge demand fluctuations between the peak and    
                  non-peak seasons, a review of monthly operating statistics was
                  performed. The following table presents monthly marketwide    
                  occupancy levels by total properties, hotels, motels,         
                  mid-week, and weekend for 1995 and 1996, as published by the  
                  Las Vegas Convention and Visitors Authority.                  


HVS International, Mineola, New York       Lodging Supply and Demand Analysis 11


Marketwide Occupancy by Month - Las Vegas, NV



                                   1995                                          1996
                ------------------------------------------    ------------------------------------------
Month           Total    Hotel    Motel  Mid-week  Weekend    Total    Hotel    Motel  Mid-week  Weekend
- --------------------------------------------------------------------------------------------------------
                                                                       
January          82.6%    86.1%    66.7%   78.0%     92.1%     87.3%    90.8%    71.0%    84.8%    93.5%
February         88.9     91.9     75.5    85.8      95.6      92.4     94.7     81.7     90.3     97.1
March            94.1     96.0     85.4    92.9      97.1      95.8     97.8     86.6     94.7     98.2
April            91.8     95.1     76.6    90.0      95.9      94.8     97.4     82.7     93.8     97.5
May              86.7     90.2     70.6    83.3      94.9      91.1     94.7     74.1     88.8     96.1
June             88.9     92.7     71.7    86.9      93.8      90.1     93.8     72.1     88.2     94.5
July             87.8     91.5     70.5    86.5      91.1      89.7     92.9     73.9     88.3     92.6
August           90.5     93.8     74.9    89.1      94.6      93.2     96.1     79.1     92.6     94.5
September        88.9     92.3     73.0    86.4      93.4      90.3     93.2     76.1     88.3     94.8
October          91.4     94.3     77.8    89.4      97.2      92.9     95.7     79.4     91.1     98.0
November         84.7     88.6     65.9    81.6      91.9      88.1     91.0     74.2     86.5     90.9
December         79.9     84.1     60.5    77.4      84.0      78.7     83.1     57.6     76.5     85.0
                 ----     ----     ----    ----      ----      ----     ----     ----     ----     ----
  Average        88.0%    91.4%    72.4%   85.6%     93.5%     90.4%    93.4%    75.7%    88.7%    94.4%


              Source: Las Vegas Convention and Visitors Authority
- --------------------------------------------------------------------------------

                  As noted, occupancy levels generally peak in March, April,
                  May, August, and October before dropping in November,
                  December, and January. The difference between the high and low
                  monthly occupancies, which was 17 percentage points in 1996,
                  is low compared to other leisure destinations. Occupancy
                  levels in Las Vegas are higher during the weekend periods,
                  which is defined as Friday night and Saturday. As evidenced,
                  the spread between weekend and mid-week occupancy was 5.7
                  percentage points in 1996. The fluctuations in marketwide
                  demand on a weekly and seasonal basis mirror the anticipated
                  results of the subject property. The following table presents
                  our projections of the subject property's attainable occupancy
                  level in each demand period.

Projection of Seasonal Occupancy Levels

                                            2000                       2001
                                         Estimated                  Estimated
                  Demand Period          Occupancy %                Occupancy %
                  -------------------------------------------------------------
                  Peak Weekend              99.0%                      99.0% 
                  Peak Mid-week             94.0                       94.0  
                  Non-Peak Weekend          89.0                       89.0  
                  Non-Peak Mid-week         82.0                       82.0  
                  Convention                94.0                       94.0  
                  Special Event             99.0                       99.0  
                  -------------------------------------------------------------

                  Peak demand within the subject's market area occurs primarily
                  during the months of March, April, May, August, and October.
                  Peak weekend and mid-week occupancy 


HVS International, Mineola, New York       Lodging Supply and Demand Analysis 12


                  rates of 99% and 94%, respectively, have been deemed
                  attainable, given existing levels of unaccommodated and
                  accommodated demand in the market. In addition, the subject
                  property, through public relations and advertising, will
                  induce a significant portion of demand. Fluctuations in the
                  non-peak season are commensurate with weather conditions and
                  demand softens through September, November, December, January,
                  and February. During this period, demand is estimated to vary
                  between weekend and mid-week by approximately 10%, with an
                  attainable weekend occupancy estimated to be 89%, and an
                  attainable mid-week occupancy of 82%. We have estimated the
                  subject property to attain an average occupancy of 94% during
                  citywide conventions and 98% during special events. For the
                  purpose of this analysis we have included the top three
                  citywide conventions, COMDEX, the Consumer Electronics Show,
                  and National Association of Broadcasters, as special events.

Estimated Demand  The second process involves identifying each demand period by 
Periods           day over the course of a year. For the purpose of this        
                  analysis we have utilized convention booking and special event
                  reports published by the Las Vegas Convention and Visitors    
                  Authority to estimate the number of citywide convention days  
                  and special events. Peak and non-peak days have been estimated
                  based on monthly trends and our conversations with local      
                  operators.                                                    

Market            The following projected market segmentation has been estimated
Segmentation      based on the current trends prevalent in the local area and   
                  our estimates of demand which the property will induce. The   
                  objective of a traditional hotel casino is to obtain an       
                  optimal demand mix throughout the year that will increase the 
                  overall utilization of the casino. As such, we have utilized a
                  stabilized demand mix throughout the year. The following chart
                  sets forth an estimate of the market segmentation by month for
                  the proposed Aladdin Hotel and Casino.                        


HVS International, Mineola, New York       Lodging Supply and Demand Analysis 13


Estimated Market Segmentation by Month - Proposed Aladdin Hotel and Casino

                                     2000 Market Segmentation
                              --------------------------------------
                               FIT      Casino    Wholesale   Group
                  --------------------------------------------------
                  January     30.0%      30.0%      20.0%      20.0%       
                  February    30.0       30.0       20.0       20.0       
                  March       30.0       30.0       20.0       20.0       
                  April       30.0       30.0       20.0       20.0       
                  May         30.0       30.0       20.0       20.0       
                  June        30.0       30.0       20.0       20.0       
                  July        30.0       30.0       20.0       20.0       
                  August      30.0       30.0       20.0       20.0       
                  September   30.0       30.0       20.0       20.0       
                  October     30.0       30.0       20.0       20.0       
                  November    30.0       30.0       20.0       20.0       
                  December    30.0       30.0       20.0       20.0       
                              ----       ----       ----       ----       
                  Average     30.0%      30.0%      20.0%      20.0%
                  --------------------------------------------------------------

                  As shown the subject property is expected to receive a
                  majority of its lodging demand from the FIT and casino invited
                  guest segments. This is typical of a hotel casino offering the
                  high quality product and amenities package of the subject. The
                  following table shows the forecast of the subject property's
                  occupancy based on the preceding analysis.


HVS International, Mineola, New York       Lodging Supply and Demand Analysis 14


Occupancy Forecast - Proposed Aladdin Hotel and Casino



                         2000 Estimated Days of Each Type                                                 
          -------------------------------------------------------------                                   
           Peak       Peak     Non-Peak  Non-Peak               Special   Nights      Room 
Month     Weekend   Mid-week   Weekend   Mid-week   Convention   Event   Available   Nights   Occupancy   
- ----------------------------------------------------------------------------------------------------------
                                                                            
January      3          0         3         11           6         8       80,600    73,372     91.0%     
February     2          7         2          3          10         4       72,800    68,016     93.4      
March        4         17         0          0           5         5       80,600    76,934     95.5      
April        4         13         0          1           4         8       78,000    74,568     95.6      
May          6         12         0          0           6         7       80,600    77,454     96.1      
June         8         19         0          0           3         0       78,000    74,360     95.3      
July         8          9         0         11           0         3       80,600    73,762     91.5      
August       8         15         0          0           8         0       80,600    76,804     95.3      
September    2          6         4          7           7         4       78,000    71,396     91.5      
October     10         13         0          4           4         0       80,600    75,816     94.1      
November     0          0         6         16           0         8       78,000    68,588     87.9      
December     0          0         6         16           0         9       80,000    71,162     88.3      
             -          -         -         --           -         -       ------    ------     ----      
                                                                                                       
Totals      55        111        21         69          53        56      949,000   832,232     93.0%




                   2000 Market Segmentation                 Segmented Room Nights
             ------------------------------------   ------------------------------------
          
Month        Leisure   Casino   Wholesale   Group   Leisure   Casino   Wholesale   Group
- ----------------------------------------------------------------------------------------
                                                             
January       30.0%     30.0%     20.0%     20.0%    22,012   22,012     14,674   14,674
February      30.0      30.0      20.0      20.0     20,405   20,405     13,603   13,603
March         30.0      30.0      20.0      20.0     23,080   23,080     15,387   15,387
April         30.0      30.0      20.0      20.0     22,370   22,370     14,914   14,914
May           30.0      30.0      20.0      20.0     23,236   23,236     15,491   15,491
June          30.0      30.0      20.0      20.0     22,308   22,308     14,872   14,872
July          30.0      30.0      20.0      20.0     22,129   22,129     14,752   14,752
August        30.0      30.0      20.0      20.0     23,041   23,041     15,361   15,361
September     30.0      30.0      20.0      20.0     21,419   21,419     14,279   14,279
October       30.0      30.0      20.0      20.0     22,475   22,475     15,163   15,163
November      30.0      30.0      20.0      20.0     20,576   20,576     13,718   13,718
December      30.0      30.0      20.0      20.0     21,349   21,349     14,232   14,232
              ----      ----      ----      ----     ------   ------     ------   ------
                                                                                                                         
Totals        30.0%     30.0%     20.0%     20.0%   264,670  264,670    176,446  176,446



HVS International, Mineola, New York       Lodging Supply and Demand Analysis 15


                              We have forecast a stabilized occupancy level of
                              93% in 2000. The stabilized occupancy is intended
                              to reflect the anticipated results of the property
                              over its remaining economic life, given any and
                              all changes in the life cycle of the property.
                              Thus, the stabilized occupancy excludes from
                              consideration any abnormal relationships between
                              supply and demand, as well as any nonrecurring
                              conditions that may result in unusually high or
                              low occupancies. Although the subject property may
                              operate at occupancies above this stabilized
                              level, we believe it equally possible for new
                              competition and temporary economic downturns to
                              force the occupancy below this selected point of
                              stability.

Average Rate Forecast         Average rate is more formally defined as the
                              average rate per occupied room, and is calculated
                              by dividing the total rooms revenue achieved
                              during a specified period by the number of rooms
                              sold during the same period. Where occupancy is a
                              measure of rooms volume, average rate is a measure
                              of price, and the two together equate to total
                              rooms revenue. Although the average rate analysis
                              presented here follows the occupancy analysis,
                              these two statistics are highly correlated; in
                              reality, occupancy cannot be projected without
                              specific assumptions being made about average
                              rate.

                              Our forecast of average rate is based upon the
                              most probable rate attainment for the subject
                              property (segmented by demand period) and
                              projected growth rates applied to this indicator.
                              The following table presents the subject
                              property's estimated average rate levels by market
                              segment and demand period for the first projection
                              year, 2000. The segmented rate projections have
                              been deflated to year-end 1996 in order to compare
                              our forecast to the actual operating results of
                              the competitive properties.


HVS International, Mineola, New York       Lodging Supply and Demand Analysis 16


Estimated Average Rate by Segment and Period



                          Base Year Segmented Rate Assumptions
                       -------------------------------------------
                                                                        Annual    Deflated
Demand Period            FIT        Casino   Wholesale      Group      Average    ADR (1996)
- -------------------------------------------------------------------------------------------
                                                                     
Peak Weekend           $175.00     $150.00     $125.00     $140.00     $150.00     $133.72
Peak Mid-week           140.00      125.00      100.00      110.00      121.50      107.95
Non-Peak Weekend        110.00      100.00       85.00       90.00       98.00       87.07
Non-Peak Mid-week        95.00       85.00       80.00       85.00       87.00       77.30
Convention              200.00      150.00      120.00      160.00      161.00      143.05
Special Event           250.00      200.00      180.00      185.00      208.00      184.81
                       -------     -------     -------     -------                   
Annual Average         $160.63     $134.90     $114.30     $127.41                    
Deflated ADR (1996)    $142.72     $119.86     $101.56     $113.20                    
                                                                                     
Total Average Rate     $137.00                                                       
Deflated ADR (1996)    $121.73                                                       


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

                              In positioning the average rate of the subject
                              property in 1996 dollars, we assume that the hotel
                              will be constructed in a first-class manner and
                              that the property will achieve an occupancy level
                              slightly below that of the current competitive
                              market. Based on this premise, and considering the
                              benefits of the subject property's theme and
                              amenities package, we have conservatively
                              positioned the average rate of the subject
                              property at $137.00, or $121.73 in 1996 dollars.
                              This represents an average rate above that of the
                              competitive market ($113) but below that of the
                              Mirage and Caesars Palace ($130). Although the
                              subject property may attain a higher average rate,
                              it is also possible that increased capacity in the
                              market may result in a lower level.

                              As indicated in the table, the FIT segment is
                              projected to command the highest average rates
                              throughout the entire year. The wholesale segment
                              is projected to achieve the lowest average rate.
                              As discussed, the degree to which a casino will
                              discount and its complimentary policy are
                              commensurate with the competitiveness of the
                              market and the target market. The group and casino
                              segments have been priced according to the type
                              and amount of group and casino demand that will
                              likely be pursued. Citywide conventions and
                              special event periods are priced to maximize rate
                              without gouging the consumer.


HVS International, Mineola, New York       Lodging Supply and Demand Analysis 17


                              Average Rate Growth

                              Because average rates are affected by market
                              conditions such as the relationship between supply
                              and demand, increases do not necessarily mirror
                              the underlying monetary inflation rate. A hotel's
                              ability to raise room rates is affected by a
                              number of factors, including the following.

Supply and Demand Relationships - The relationship between supply and demand is
one of the factors that determine hotel occupancies and average rates. Strong
markets where lodging demand is increasing faster than supply are often
characterized by rate growth that exceeds inflation. Markets that are overbuilt
or suffering from declining demand are unlikely to exhibit any significant
increases in average rates.


Inflationary Pressures - Price increases caused by inflation affect hotel room
rates by eroding profit margins and encouraging operators to raise prices. This
strategy is effective only in markets that are characterized by a healthy supply
and demand relationship.

Improving the Competitive Standard - When a new facility enters a mature market,
its rates may be set higher than the marketwide average in an effort to justify
the development costs. This may allow other competitors to achieve corresponding
gains by effectively raising the amount the market will bear. However, if the
addition to supply has a severe impact on the occupancy levels of other hotels,
price competition may ensue.

Property-Specific Improvements - Changes that make a hotel more or less
attractive to guests can have an impact on average rate. An expansion,
renovation, upgrading, or the introduction of additional facilities and
amenities may enable greater-than-inflationary room rate increases. Likewise,
deferred maintenance may make a property less competitive, engendering a decline
in room rates.

                              In determining average rate projections, changes
                              that occur prior to occupancy stabilization are
                              generally attributable to factors that are
                              specific to the property and the market. After a
                              hotel achieves a stabilized occupancy, room rates
                              are generally expected to continue to increase at
                              the underlying inflation rate throughout the
                              remainder of the projection period.

                              Based on the topics discussed previously, as well
                              as the historical performance of the Las Vegas
                              hotel market, we believe average rate growth for
                              the subject will mirror the rate of inflation
                              throughout the projection period. As such, average
                              rates have been forecast to increase by 3.0% per
                              year for all segments.

Projection of                 The following chart summarizes our forecast of
Occupancy and                 occupancy and average rate for the proposed
Average Rate                  Aladdin Hotel and Casino.

Forecast of Occupancy and Average Rate


HVS International, Mineola, New York       Lodging Supply and Demand Analysis 18


                                                                         2000
                                    --------------------------------------------
                                    Calendar Year Occupancy              93.0%
                                    Calendar Year Average Rate         $137.00
                              --------------------------------------------------


                              We have chosen a stabilized occupancy and average
                              rate level of 93.0% and $137, respectively, in
                              2000. The subject property's anticipated
                              stabilized occupancy and average rate reflect the
                              following key benefits and risks.

The outlook for the Las Vegas lodging market is strong, and the health of the
regional economy is likely to support further increases in demand as allowed by
increases in supply.

The subject site is located in a prime location of the Las Vegas Strip.

The risks of future supply-side expansion are significant. Were the barriers to
entry greater, a higher stabilized occupancy and average rate could reasonably
be supported.

xxxxx
HVS International, Mineola, New York            Income Capitalization Approach 1


11.                   Income Capitalization Approach

                      The income capitalization approach is based on the
                      principle that the value of a property is indicated by the
                      net return to the going concern or what is also known as
                      the present worth of future benefits. The future benefits
                      from income-producing properties, such as casinos, casino
                      hotels, hotels, and motels, are the net income before debt
                      service and depreciation, derived from a forecast of
                      income and expense. These future benefits can then be
                      converted into an indication of market value through a
                      mortgage equity capitalization process and a traditional
                      discounted cash flow analysis.

                      Using the income capitalization approach, we have
                      estimated the subject property's market value. Based on an
                      analysis of the Las Vegas Strip ($72 million and over)
                      gaming market's existing and proposed gaming supply,
                      followed by an examination of regional and local demand
                      trends, we have developed a forecast of income and expense
                      that reflects current and future anticipated income
                      trends, as well as area cost components, up through a
                      stabilized year of operation.

                      The forecast of income and expense is expressed in current
                      dollars as of the date of each forecasted year. The last
                      forecasted year, or what is referred to as the stabilized
                      year, is intended to reflect the anticipated operating
                      results of the property over its remaining economic life,
                      given any and all applicable stages of build-up, plateau,
                      and decline in the life cycle of the gaming property.
                      Therefore, such income and expense estimates from the
                      stabilized year forward exclude from consideration any
                      abnormal relation of supply and demand, and also any
                      transitory or nonrecurring conditions which may result in
                      unusual revenue or expenses of the property.

                      As stated in the textbook entitled Hotels and Motels: A
                      Guide to Market Analysis, Investment Analysis, and
                      Valuations, published by the Appraisal Institute, "of the
                      three valuation approaches available to the appraiser, the
                      income capitalization approach generally provides the most
                      persuasive and supportable conclusions when valuing a
                      lodging facility." This text notes that using a 10-year
                      forecast and an equity yield rate "most accurately
                      reflects the actions of typical hotel buyers, who purchase
                      properties based on their leveraged discounted cash flow."
                      The simpler procedure of using a 10-year forecast and a
                      discount rate is "less reliable because the derivation of
                      the discount rate has little support. Moreover, it is
                      difficult to adjust the discount rate for changes in the
                      cost of capital."(8) These same principles apply to the
                      valuation of gaming properties due to the labor-intense
                      nature of the entities.

                      ------------
                      (8)   Hotels and Motels: A Guide to Market Analysis,
                            Investment Analysis, and Valuations, Stephen
                            Rushmore, Appraisal Institute, Chicago, IL, 1992,
                            p. 236.


HVS International, Mineola, New York            Income Capitalization Approach 2


                      The subject property has been valued using both a
                      traditional 10-year discounted cash flow analysis and a
                      10-year discounted cash flow analysis in which the cash
                      flow to equity and the equity reversion are discounted to
                      the present value at the equity yield rate and the income
                      to the mortgagee is discounted at a mortgage interest
                      rate. The sum of the equity and mortgage values is the
                      total property value.

                      To convert the forecasted income stream into an estimate
                      of value, the anticipated net income (before debt service
                      and depreciation) is allocated to the mortgage and equity
                      components based on market rates of return and
                      loan-to-value ratios. The total of the mortgage component
                      and the equity component equals the value of the property.
                      The process of estimating the value of the mortgage and
                      equity components is described as follows.

                        1.    The terms of typical gaming property investors
                              financing are set forth, including interest rate,
                              amortization term, and loan-to-value ratio.

                        2.    An equity yield rate of return is established.
                              Many gaming property investors base their equity
                              investments on a 10-year equity yield rate
                              projection that takes into account ownership
                              benefits such as periodic cash flow distributions,
                              residual sale or refinancing distributions that
                              return any property appreciation and mortgage
                              amortization, income tax benefits, and various
                              non-financial considerations such as status and
                              prestige. The equity yield rate is also known as
                              the internal rate of return on equity.

                        3.    The value of the equity component is calculated by
                              first deducting the annual debt service from the
                              projected net income before debt service, leaving
                              the net income to equity for each projection year.
                              The net income as of the 11th year is capitalized
                              into a reversionary value. After deducting the
                              mortgage balance at the end of the 10th year and
                              the typical brokerage and legal costs, the equity
                              residual is discounted back to the date of value
                              at the equity yield rate. The net income to equity
                              for each of the 10 projection years is also
                              discounted to the present value. The sum of these
                              discounted values equates to the value of the
                              equity component. Adding the equity component to
                              the initial mortgage balance yields the overall
                              property value.

                              Because the mortgage and the debt service amounts
                              are unknown but the loan-to-value ratio was
                              determined in step #1, the preceding calculation
                              can be solved through an iterative process or by
                              use of a linear algebraic equation that computes
                              the total property value. The algebraic equation
                              that solves for the total property value using a
                              ten-year mortgage/equity technique was developed
                              by Suzanne R. Mellen, CRE, MAI, managing director
                              of the San Francisco office of HVS International.
                              A complete 



HVS International, Mineola, New York            Income Capitalization Approach 3

                              discussion of the technique is presented in her
                              article entitled, "Simultaneous Valuation: A New
                              Technique."(9)

                        4.    The value is proven by allocating the total
                              property value between the mortgage and equity
                              components and verifying that the rates of return
                              set forth in steps #1 and #2 can be met from the
                              forecasted net income.

Comparable            In the forecast of income and expense, presented later in 
Income and            this section, the composite statements will be utilized as
Expense Statements    a basis of comparison to ascertain the reasonableness of  
                      our forecast where applicable.                            

                      We have presented a composite statement of casino hotels
                      located within the Las Vegas Strip ($72 million & over)
                      market as compiled by the Nevada Gaming Control Board and
                      published in the Nevada Gaming Abstract, 1995 and 1996.

Historical Statements of Income and Expense - Proposed Aladdin Hotel and Casino

                      ----------

                      (9)   Suzanne R. Mellen. "Simultaneous Valuation: A New
                            Technique," Appraisal Journal, April, 1983.


HVS International, Mineola, New York            Income Capitalization Approach 4



                                                                                   
Fiscal Year                          1996                                               1995
Location                             Las Vegas Strip                                    Las Vegas Strip
Number of Locations                  19                                                 19
Number of Rooms                      45,291                                             44,490
Occupancy                            94.8%                                              94.1%
Average Rate                         $79.19                                             $74.61
Occupied Rooms                       15,666,731                                         15,272,638


                                         (000s)      % Gross       PAR(1)     POR(2)      (000s)    % Gross       PAR(1)    POR(2)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Revenues
   Gaming                             $3,194,527        52.6%    $70,533     $203.91    $3,086,131     53.6%     $69,367   $202.07
   Rooms                               1,240,619        20.4      27,392       79.19     1,139,558     19.8       25,614     74.61
   Food                                  656,570        10.8      14,497       41.91       632,475     11.0       14,216     41.41
   Beverage                              277,885         4.6       6,136       17.74       273,743      4.8        6,153     17.92
   Other Income                          700,428        11.5      15,465       44.71       621,797     10.8       13,976     40.71
                                      ----------        ----     -------      ------    ----------     ----      -------    ------
                   Total Revenues      6,070,029       100.0     134,022      387.45     5,753,705    100.0      129,326    376.73

Departmental Expense *
   Casino                              1,826,188        57.2      40,321      116.56     1,768,141     57.3       39,742    115.77
   Rooms                                 451,921        36.4       9,978       28.85       430,029     37.7        9,666     28.16
   Food                                  678,850       103.4      14,989       43.33       669,096    105.8       15,039     43.81
   Beverage                              183,764        66.1       4,057       11.73       182,125     66.5        4,094     11.92
   Other Income                          427,180        61.0       9,432       27.27       422,055     67.9        9,487     27.63
                                      ----------        ----     -------      ------    ----------     ----      -------    ------
           Total Departmental Exp      3,567,904        58.8      78,777      227.74     3,471,445     60.3       78,028    227.30

Departmental Income                    2,502,125        41.2      55,245      159.71     2,282,260     39.7       51,298    149.43

Undistributed Operating Expenses
   Administrative and General            663,174        10.9      14,642       42.33       640,544     11.1       14,397     41.94
   Marketing                              90,967         1.5       2,008        5.81        89,770      1.6        2,018      5.88
   Energy                                 88,971         1.5       1,964        5.68        89,844      1.6        2,019      5.88
   Complimentary/Promotions               40,152         0.7         887        2.56        35,979      0.6          809      2.36
   Entertainment                          63,314         1.0       1,398        4.04        55,473      1.0        1,247      3.63
                                      ----------        ----     -------      ------    ----------     ----      -------    ------
                            Total        946,577        15.6      20,900       60.42       911,611     15.8       20,490     59.69

House Profit                           1,555,549        25.6      34,345       99.29     1,370,649     23.8       30,808     89.75

Fixed Charges
   Property Tax                           46,350         0.8       1,023        2.96        45,238      0.8        1,017      2.96
   Rent of Premises                       18,157         0.3         401        1.16        17,638      0.3          396      1.15
   Equipment Lease                         3,162         0.1          70        0.20         7,811      0.1          176      0.51
                                      ----------        ----     -------      ------    ----------     ----      -------    ------
                            Total         67,670         1.1       1,494        4.32        70,687      1.2        1,589      4.63

Net Income                            $1,487,879        24.5%    $32,851      $94.97    $1,299,962     22.6%     $29,219    $85.12
                                      ==========        ====     =======      ======    ==========     ====      =======    ======

   Food as a % of Gaming Revenue                        20.6%                                          20.5%
   Beverage as a % of Gaming Revenue                     8.7                                            8.9
   Other Income as a % of Gaming Revenue                21.9                                           20.1



*     Departmental expenses expressed as a percentage of departmental revenues 
(1)   Per Available Room 
(2)   Per Occupied Room

Sources: Nevada Gaming Abstract, State Gaming Control Board HVS Gaming Services

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


HVS International, Mineola, New York            Income Capitalization Approach 5


                      As shown, the Las Vegas Strip ($72 million and over)
                      market has shown increasing profitability over the past
                      two years. Specifically house profit equated to 25.6% of
                      total revenue in 1996, up from 23.8% of total revenue in
                      1995. Similarly, net income increased from 22.6% of total
                      revenue in 1995 to 24.5% of total revenue in 1996. The
                      increased profitability of the Las Vegas Strip ($72
                      million and over) market is attributable to overall
                      revenue increases as well as decreases in departmental and
                      undistributed operating expenses. Revenue increases from
                      1995 to 1996 were spurred by a 3.5% increase in gaming
                      revenue and a 8.9% increase in rooms revenue. The rooms
                      revenue increase was achieved through a 6.1% increase in
                      average rate and a minimal increase in occupancy.
                      Departmental expenses ratios were pared from 60.3% of
                      departmental income in 1995 to 58.8% in 1996, while
                      undistributed operating expenses decreased minimally from
                      15.8% of total revenue to 15.6% of total revenue.

                      In addition, we have investigated the performance of
                      several of the larger casino companies operating within
                      the Las Vegas Strip ($72 million and over) market. The
                      following chart details operating expense ratios for these
                      selected companies.

Casino Department Expenses, Selected Properties Las Vegas Strip ($72 million and
over)

                 Casino Expenses     Rooms Expenses    Food & Beverage Expenses
                -----------------   ----------------   ------------------------
                 1996       1995    1996        1995       1996         1995
                -----------------   ----------------   ------------------------
Mirage           51.%       49.5%   29.2%       30.%       63.%         50.%
Circus Circus    46.1       41.5    39.6        39.6       95.4         93.7
Hilton           54.4       50.6     N/A         N/A        N/A          N/A
Caesars          57.4       51.4    35.7        35.7       89.9        114.3

                     Source: Individual Company 10K Reports
- --------------------------------------------------------------------------------

                      These ratios will also be used as a basis for forecasting
                      the subject property's expense levels.

Inflation Analysis    To forecast income and expense levels, we must establish a
                      general rate of inflation. The following table shows how
                      the consumer price index for the urban consumer, all
                      items, has changed in the Western United States between
                      1990 and 1996 (data specific to Las Vegas were not
                      available).


HVS International, Mineola, New York            Income Capitalization Approach 6


Consumer Price Index - Western United States Area

                                  Consumer                   Percentage
      Year                      Price Index                    Change
- -------------------------------------------------------------------------
      1990                         131.5                         ---
      1991                         137.3                        4.4%
      1992                         142.0                        3.4
      1993                         146.2                        3.0
      1994                         149.6                        2.3
      1995                         153.5                        2.6
      1996                         157.6                        2.7

Average Annual % Change 1990-96:                                3.1%

                       Source: Bureau of Labor Statistics
- --------------------------------------------------------------------------------

                      In consideration of these data and the trends of the last
                      three years, our assessment of probable property
                      appreciation levels, and the subject property's ability to
                      control costs, we have applied an underlying inflation
                      rate of 3.0% to all appropriate revenue and expense items.
                      This stabilized inflation rate takes into account normal,
                      recurring inflation cycles. Inflation is likely to
                      fluctuate above and below this level during the projection
                      period.

Fixed and             In forecasting revenues and expenses for a gaming         
Variable Component    property, HVS International uses a fixed and variable     
Analysis              component model. The logic behind this model is based on  
                      the premise that gaming property revenue and expenses have
                      a component that is fixed and another component that      
                      varies directly with gaming volume and facility use.      
                      Therefore, a projection can be made by taking a known     
                      level of revenue or expense and calculating the fixed     
                      component, as well as the variable portion. The fixed     
                      component is then held at a constant level, while the     
                      variable component is adjusted for the percentage change  
                      in either the projected gaming/lodging volume or facility 
                      use, which produces the known level of revenue or expense.

                      The following table illustrates the revenue and expense
                      categories that can be projected using this fixed and
                      variable component model. These percentages show the
                      portion of each category that is typically fixed and
                      variable. The last column describes the basis for
                      calculating the percentage of variability.


HVS International, Mineola, New York            Income Capitalization Approach 7


Range of Fixed and Variable Ratios



Revenue and Expense Category          Percent Fixed            Percent Variable     Index of Variability
- ---------------------------------------------------------------------------------------------------------
                                                                             
Revenues
  Food                                 0     -    30    %      70    -    100    %       Gaming/Occ.
  Beverage                             0     -    30           70    -    100         Gaming/Food Rev.
  Retail                               10    -    40           60    -     90            Gaming/Occ.
  Other Income                         30    -    60           40    -     70            Gaming/Occ.

Departmental Expenses
  Casino                               60    -    90           10    -     40              Gaming
  Rooms                                50    -    70           30    -     50             Occupancy
  Food and Beverage                    35    -    60           40    -     65         Food & Bev. Rev.
  Other Income                         30    -    60           40    -     70           Other Income

Undistributed Operating Expenses
  Administrative & General             65    -    85           15    -     35           Total Revenue
  Marketing                            65    -    85           15    -     35           Total Revenue
  Property Operation & Maintenance     65    -    85           15    -     35           Total Revenue
  Energy                               65    -    85           15    -     35           Total Revenue
  Complimentary/Promo                  65    -    85           15    -     35           Total Revenue
  Entertainment                        60    -    80           20    -     40           Total Revenue
  Management Fees                      0     -    40           60    -    100        Gam./Total Revenue
  Incentive Management Fees                  0                    100                       EBITA

Fixed Expenses
   Property Taxes                           100                    0                         N/A
   Insurance                                100                    0                         N/A
   Reserve for Replacement                   0                    100                   Total Revenue
- ----------------------------------------------------------------------------------------------------------


                      The forecast of revenue and expense is accomplished
                      through a step-by-step approach. Each category of revenue
                      and expense is estimated separately and combined at the
                      end in the final statement of income and expense.

Forecast of Income    The following description sets forth the basis for the    
and Expense           forecast of income and expense for the subject property.  
                      We anticipate that it will take three years for the       
                      subject property to reach a stabilized level of operation.
                      The following text refers directly to the subsequent chart
                      where the forecast of income and expense is shown through 
                      the 10-year holding period.                               

Revenues              Gaming Revenue

                      As delineated in the "Forecast of Gaming Revenue" section
                      of the narrative, gaming revenue has been forecast through
                      the 10-year projection period based on a market
                      penetration model and reconciled with a WPUPD analysis.
                      Our forecast of gaming revenue reflects the historical
                      performance of the Las Vegas Strip ($72 million and over)
                      market and the anticipated performance and penetration of
                      the subject


HVS International, Mineola, New York            Income Capitalization Approach 8


                      property. Gaming revenues are anticipated to stabilize in
                      2002, and WPUPD rates are anticipated to increase at a
                      rate of 3.0% per year thereafter.

                      Rooms Revenue

                      Rooms revenue is determined by two variables: occupancy
                      and average room rate. In the section entitled "Lodging
                      Supply and Demand Analysis," we projected occupancy and
                      average rate for the subject property. The Proposed
                      Aladdin Hotel and Casino is expected to stabilize in the
                      first projection year at an occupancy of 93% and an
                      average daily rate of $137.00. From the stabilized year
                      forward, the average rate is forecast to increase at an
                      inflationary rate of 3.0% per year.

                      Food and Beverage Revenue

                      The subject property's food and beverage revenue will be
                      captured by eight food and beverage outlets, the various
                      beverage service areas located throughout the main casino
                      floor, and the property's roughly 75,000 square feet of
                      meeting space where banquet and catering charges will be
                      generated. Food revenue is anticipated to mirror changes
                      in gaming volume. Due to the subject property's Strip
                      location, the food and beverage outlets are anticipated to
                      draw only a moderate amount of patronage from the local
                      community. The ratio of food revenue to gaming win for the
                      Las Vegas Strip ($72 million and over) market equated to
                      20.6% in 1996, up from 20.5% in 1995. Based on these
                      results, as well as the proposed subject's high-quality
                      food and beverage outlets and amount of meeting space,
                      food revenue has been projected at 21.7% of gaming revenue
                      per year throughout the projection period. As mentioned,
                      food revenue is projected to remain commensurate with
                      gaming volume throughout the projection period.

                      Beverage revenue has been forecast at 9.1% of gaming win
                      per year throughout the projection period. This ratio
                      compares to the historical performance of the Las Vegas
                      Strip ($72 million and over) market, which recorded
                      beverage revenue at 8.7% of gaming win in 1996. Based on
                      the projected WPUPD rates, casino patrons' propensity to
                      consume beverages, and the complimentary service granted
                      to gamblers, these projections appear reasonable.


HVS International, Mineola, New York            Income Capitalization Approach 9


                      Telephone Income

                      Telephone revenue is not individually tracked by the State
                      Gaming Control Board; however, according to interviews
                      with area managers, as well as our experience in the
                      gaming and hotel industries, we have forecast telephone
                      revenue for the subject property at 1.3% of gaming win, or
                      2.9% of rooms revenue throughout the projection period.

                      Entertainment Income

                      The subject property will derive entertainment income from
                      the operation of its production show theater and the
                      Center for Performing Arts. The subject property's
                      production show is expected to have a 1,001 Arabian
                      Nights/Scheherazade theme, while the Center for Performing
                      Arts will continue to host Broadway Shows and mainstream
                      concerts. Based on the proposed quality of the subject
                      property's entertainment offerings, as well as interviews
                      conducted with area managers, we have forecast
                      entertainment income to equal 13.7% of gaming revenue per
                      year throughout the projection period.

                      Spa Income

                      As mentioned previously in this report, the subject
                      property will offer a +/-20,000-square-foot spa. The spa
                      will include massage service, a sauna, steam rooms, and
                      other pampering amenities. Based on our experience in the
                      gaming and hotel industries, we have forecast spa revenue
                      at 5.4% of gaming revenue per year throughout the
                      projection period.

                      Miscellaneous Income

                      Miscellaneous income at the subject property is expected
                      to be derived from card and dice sales, vending machines,
                      various gift shops and retail outlets, and ATMs. Based on
                      this, we have forecast miscellaneous income equal to
                      approximately 5.5% of gaming revenue per year throughout
                      the projection period. Note that in the composite
                      statement of casinos in the Las Vegas Strip ($72 million
                      and over) market, other income equated to 20.1% of gaming
                      revenue in 1995 and 21.9% in 1996. While this ratio is
                      higher than the ratio we have forecast for the subject
                      property, other income in the composite statement includes
                      telephone revenue, entertainment revenue, and other
                      ancillary revenues which we have forecast separately.


HVS International, Mineola, New York           Income Capitalization Approach 10


Departmental Expenses Casino Expense

                      Casino expense consists of items relating to the operation
                      and general upkeep of the casino areas, including the
                      table games and gaming devices. Salaries, wages, and
                      employee benefits account for a substantial portion of
                      this category. The wages paid to dealers and personnel
                      tend to be variable; however, they are offset by the
                      relatively fixed payroll for pit and slot supervisors, pit
                      and slot managers, the casino manager, casino cage
                      personnel, change personnel, and the casino host. Overall,
                      salaries, wages, and employee benefits are somewhat
                      dependent on management's scheduling and forecasting
                      abilities. Other casino expenses include gaming equipment
                      maintenance, gaming supplies, uniforms, and other
                      miscellaneous departmental operating expenses for the
                      casino and cage.

                      Casino expenses as a ratio to casino revenue for the Las
                      Vegas Strip ($72 million and over) market equated to 57.3%
                      of gaming revenue in 1995 and 57.2% of gaming revenue in
                      1996. In addition, the selected casino companies presented
                      previously reported casino expenses ranging from a low of
                      46.1% to a high of 57.4% in 1996.

                      Based on these results as well as the forecasted gaming
                      revenue levels for the subject property, we have forecast
                      casino expenses to equate to 50.7% of casino revenue per
                      year throughout the projection period.

                      Rooms Expense

                      Rooms expense consists of items relating to the sale and
                      upkeep of guestrooms and public space. Salaries, wages,
                      and employee benefits account for a substantial portion of
                      this category. Although the wages paid to maids and
                      housemen tend to be highly occupancy sensitive, they are
                      somewhat offset by the relatively fixed payroll for front
                      desk personnel, public area cleaners, the housekeeper, and
                      the assistant manager. The overall result is that
                      salaries, wages, and employee benefits are only moderately
                      occupancy sensitive. Commissions and reservation expenses
                      are usually based on room sales and are, therefore, highly
                      occupancy and rate sensitive. Linen, operating supplies,
                      other operating expenses, and uniforms are only slightly
                      affected by changes in volume and are classified as very
                      slightly occupancy sensitive.

                      The Las Vegas Strip ($72 million and over) composite rooms
                      expense ratio equated to 37.7% in 1995, decreasing to
                      36.4% in 1996. In addition, the selected casino companies
                      reported a range of rooms expenses of 29.2% to 39.6% in
                      1996. Given the forecasted level of rooms revenue at the
                      subject property and the comparable information, we have
                      forecast the proposed subject's rooms expenses at 33.0% of
                      rooms revenue per year throughout the projection period.

                      Food and Beverage Expenses


HVS International, Mineola, New York           Income Capitalization Approach 11


                      Food expense for the Las Vegas Strip ($72 million and
                      over) market has historically been quite high.
                      Specifically, food expenses equated to 105.8% and 103.4%
                      of food revenue in 1995 and 1996, respectively. Beverage
                      expenses within the market equated to 66.1% of beverage
                      revenue in 1996, down from 66.5% in 1995. Overall, food
                      and beverage expenses equated to 93.9% of food and
                      beverage revenue in 1995, decreasing to 92.3% in 1996. The
                      selected casino companies reported food and beverage
                      expense of between 63.5% of food and beverage revenues to
                      95.4% in 1996. Based on the aforementioned information, we
                      have forecast food expenses at 97.0% of food revenue and
                      beverage expenses at 64.0% of beverage revenue throughout
                      the projection period. This equates to an overall food and
                      beverage expense ratio of 87.2% per year, within the
                      comparable range.

                      Telephone Expense

                      Telephone expense has had been forecast to stabilize at
                      40.0% of telephone revenue and increase at an inflationary
                      rate of 3.0% per annum thereafter.

                      Entertainment Expense

                      As mentioned, the subject will generate entertainment
                      revenue from the production show and the Center for
                      Performing Arts. Given the high cost of producing shows in
                      Las Vegas and attracting Broadway shows and concert
                      headliners to the Center for Performing Arts, as well as
                      the labor-intensive nature of operating theaters, we have
                      forecast entertainment expenses at 90% of entertainment
                      revenues throughout the projection period.

                      Spa Expense

                      Similar to the theaters, spas are labor-intensive
                      operations which require staffing even during down-times.
                      As such, we have forecast spa expenses at 75% of spa
                      revenues throughout the projection period.


HVS International, Mineola, New York           Income Capitalization Approach 12


                      Miscellaneous Expense

                      Miscellaneous expense is made up of labor costs and the
                      costs of goods sold associated with the various retail
                      outlets. We have forecast miscellaneous expense at 75.0%
                      of miscellaneous revenue throughout the projection period.

Undistributed         Administrative and General
Operating Expenses

                      Administrative and general expenses include items related
                      to the management and operation of the property such as
                      management salaries and wages, human resources, data
                      processing, collections, legal and consulting fees,
                      equipment leases, and other service fees. Most
                      administrative and general expenses are relatively fixed.
                      The exceptions are cash overages and shortages;
                      commissions on credit card charges; and credit and
                      collection charges, which are moderately affected by the
                      quantity of transactions or total revenue. Another
                      significant expense incurred by casino hotels is the cost
                      associated with surveillance.

                      Administrative and general expenses for the Las Vegas
                      Strip ($72 million and over) market equated to 11.1% of
                      total revenue in 1995, decreasing to 10.9% of total
                      revenue in 1996. We have projected administrative and
                      general expense to be approximately 10.5% of total revenue
                      per year throughout the projection period.

                      Marketing

                      The marketing category is unique in that all of the
                      expense items, with the exception of commissions, are
                      entirely controlled by management. Most gaming properties
                      establish an annual marketing budget which sets forth all
                      planned expenditures. If the budget is followed throughout
                      the period, total marketing expenses can be accurately
                      forecast. Although there is a lag period before results
                      are realized, marketing expenditures are unusual because
                      the benefits are often extended over a long period.
                      Depending on the type and scope of the advertising program
                      implemented, the lag time can be as short as a few weeks
                      or as long as several years. However, the positive results
                      of an effective marketing campaign tend to linger, and a
                      property often enjoys the benefits of a concentrated sales
                      effort for many months.

                      The comparable statement of income and expense presented
                      earlier shows marketing expenses equating to 1.5% of total
                      revenues in 1996, down from 1.6% of total revenues in
                      1995. We have forecast marketing expenses for the subject
                      property at 1.7% of total revenues in the first projection
                      year, stabilizing at 1.5% of total revenue per year
                      thereafter. The higher expense ratio in the first
                      projection year is due to the increased marketing costs
                      associated with opening a new hotel casino property.


HVS International, Mineola, New York           Income Capitalization Approach 13


                      Property Operations and Maintenance

                      Property operations and maintenance (PO&M) is another
                      expense category that is largely controlled by management.
                      Except for repairs that are necessary to keep the facility
                      open and to prevent damage (e.g., plumbing, heating, and
                      electrical), most maintenance items can be deferred for
                      varying lengths of time. All expense items in this
                      category are relatively fixed. Maintenance is an
                      accumulating expense. If management elects to postpone
                      performing a required procedure, they have not eliminated
                      or saved the expenditure, they have only deferred payment
                      until a later date. We have forecast property operations
                      and maintenance expenses at 1.8% of total revenues, or
                      $3,867 per available room in the first projection year.
                      These expenses are forecast to increase to a stabilized
                      level of 2.1% of total revenues or $4,821 per available
                      room in the third projection year, increasing in line with
                      the underlying rate of inflation of 3.0% per year
                      thereafter. The lower property operations and maintenance
                      expenses forecast in the initial years are due to the
                      relative newness of the facility. Typically, new
                      properties incur lower maintenance expenses in the first
                      years of operation and are still covered by several
                      manufacturers' warranties.

                      Energy

                      As the casino is open 24 hours, the public areas are
                      continually lighted and heated or air conditioned. The
                      design and layout of a casino facility have a notable
                      impact on the level of energy expense it incurs.
                      Considering the subject's layout, design, and age, as well
                      as the cost of energy in the Las Vegas area, we have
                      forecast energy expense at 1.5% of total revenue or $3,247
                      per available room in the first projection year, with
                      inflationary gains anticipated thereafter. This forecast
                      is in line with the Las Vegas Strip ($72 million and over)
                      comparables presented earlier.

                      Complimentary and Promotion

                      We have projected the promotions expense at 0.6% of total
                      revenue, or roundly $3.6 million dollars in the first
                      projection year. Promotions expense is projected to
                      increase at an inflationary rate throughout the projection
                      period. The level of promotions expense reflects the
                      highly competitive market and the importance of promotions
                      for maintaining market share.

                      LCI Fee

                      As mentioned previously in this report, the subject
                      property will be jointly owned by Aladdin Holdings, LLC,
                      and London Clubs International (LCI). LCI is one of the
                      world's leading casino operators with seven casinos in
                      London, one in France, three in Egypt, and one in Lebanon.
                      In addition, they operate casinos on board three 



HVS International, Mineola, New York           Income Capitalization Approach 14


                      cruise liners. According to the property's developers,
                      Aladdin Gaming, LLC, will employ LCI professionals to
                      operate the property's Salle Prive high-end casino. In
                      return for LCI's operations expertise, Aladdin will pay
                      LCI an incentive marketing and consulting fee. This fee is
                      based on the EBITDA generated by the Salle Prive. The
                      following chart dictates the terms of the agreement as
                      provided by the property's developers.

LCI Incentive Marketing and Consulting Fee

           EBITDA                                    Percentage Entitlement
           -----------------------------------------------------------------
           $0-$15M                                             10%
           $15M-$17M                                         12.5
           $17M-$20M                                           25
           > $20M                                              50
- --------------------------------------------------------------------------------

                      The chart on the following page shows our estimation of
                      the Salle Prive EBITDA for the 10-year holding period.


HVS International, Mineola, New York           Income Capitalization Approach 15


Forecast of LCI Fees



                              2000      2001      2002      2003      2004      2005      2006      2007      2008      2009
                          ---------------------------------------------------------------------------------------------------
                                                                                            
Salle Prive Revenues*       $73,157   $75,166   $77,421   $79,742   $82,135   $84,599   $87,138   $89,752   $92,445   $95,218
Salle Prive Expenses**       62,183    63,891    65,808    67,780    69,815    71,909    74,067    76,289    78,578    80,935
EBITDA                       10,974    11,275    11,613    11,961    12,320    12,690    13,071    13,463    13,867    14,283

Terms
- ----------------------
10% up to 15M                 1,097     1,127     1,161     1,196     1,232     1,269     1,307     1,346     1,387     1,428
12.5% 15M - 17M                   0         0         0         0         0         0         0         0         0         0
25% 17M - 20M                     0         0         0         0         0         0         0         0         0         0
50% 20M +                         0         0         0         0         0         0         0         0         0         0
Total                       $ 1,097   $ 1,127   $ 1,161   $ 1,196   $ 1,232   $ 1,269   $ 1,307   $ 1,346   $ 1,387   $ 1,428


* Based on 13% of total gaming revenue
** Based on 85% of Salle Prive revenue
- --------------------------------------------------------------------------------


HVS International, Mineola, New York           Income Capitalization Approach 16


                      As shown, LCI Revenue has been forecast based on 13% of
                      total revenue. According to the property's developers, the
                      LCI fee is based on all gaming and non-gaming revenue
                      generated by the Salle Prive, including the operation of
                      the Salle Prive exclusive restaurant. Salle Prive expenses
                      were forecast at 85% of revenues. This expense ratio
                      includes the increased marketing and complimentary costs
                      associated with operating a high-end casino. Overall, the
                      Salle Prive EBITDA is not forecasted to a reach a level
                      where higher incentive payments than the base 10% are due.
                      As such, LCI fees have been forecast at 10% of the Salle
                      Prive EBITDA per year, throughout the projection period.

Fixed Charges         Property Taxes

                      According to the Clark County Assessor's Office, the
                      assessed value of the Proposed Aladdin Hotel and Casino
                      will be determined via the cost approach based on Marshall
                      & Swift cost estimates. According to the property's
                      developers, the construction cost of the subject property
                      excluding land costs is estimated at roundly $630,000,000.
                      In addition, we have estimated the land value of the
                      proposed subject property at $7.4 million per acre, or
                      roundly $134,400,000 for the +/-18.16 acre site. As such,
                      the total budgeted development cost for the subject
                      property equates to roundly $765,400,000. In addition,
                      Clark County assesses property at 35% of market value for
                      taxing purposes. As such, the forecasted taxable value of
                      the proposed Aladdin Hotel and Casino equates to roundly
                      $268,000,000. We have utilized a millage rate of 2.6% in
                      our analysis for the first period. Property taxes are
                      projected to increase at inflationary rates throughout the
                      projection period. The following table presents the
                      estimated first-year property tax burden of the subject
                      property.

Estimated Property Tax Burden - First Projection Year

                                                  Cost (000,000)
                  ----------------------------------------------
                  Project Development             $      462.2
                  Financial and Other                    168.8
                  Land Value                             135.0
                                                  ------------
                  Total                           $      766.0
                                                
                  @ 35% assessment                $      268.1
                  Tax Rate                               2.61%
                                                  ------------
                                                
                  Taxes                           $    6.99759
                  Say                                        7
- --------------------------------------------------------------------------------

                      Insurance Expense


HVS International, Mineola, New York           Income Capitalization Approach 17


                      The insurance expense category includes the cost of
                      insuring the building and its contents against damage or
                      destruction from fire, weather, sprinkler leakage, boiler
                      explosion, plate glass breakage, and so forth. Insurance
                      rates are based on many factors, including building design
                      and construction, fire detection and extinguishing
                      equipment, fire district, distance from fire house, and
                      the area's fire experience. Based on our experience in the
                      casino and hotel industries, we have forecast insurance
                      expense at a total of $1,188,000 in the first projection
                      year, or $457 per available room, with inflationary gains
                      projected thereafter.

EBITDA Margin         As evidenced in the following income and expense
                      statements, we project that earnings before interest,
                      taxes, depreciation, and amortization (EBITDA) will equate
                      to 25.8% of total revenues in the first projection year,
                      decreasing to 25.7% of total revenues in the third
                      projection year. The following table presents estimated
                      EBITDA margins of Las Vegas and riverboat properties for
                      1996, as estimated by Donaldson, Lufkin, and Jennette.

Comparable EBITDA Ratios

MYSTERY TABLE MISSING
- --------------------------------------------------------------------------------

                      As evidenced, the subject property's estimated stabilized
                      EBITDA ratio of 25.7% is within the actual range of
                      comparable EBITDA ratios.

Capital Reserves      Furniture, fixtures, and equipment are essential to the
                      operation of a casino hotel, and their quality often
                      influences the class of a property. Included in this
                      category are all non-real estate items that are normally
                      capitalized, not expensed. Furniture, 



HVS International, Mineola, New York           Income Capitalization Approach 18


                      fixtures, and equipment are exposed to heavy use and must
                      be replaced at regular intervals. The useful life of these
                      items is determined by their quality and durability and
                      the amount of guest traffic and use. Periodic replacement
                      of furniture, fixtures, and equipment is essential to
                      maintain the quality, image, and income of a casino hotel.
                      Items specific to the casino operation include table game
                      felts, upholstered chairs, surveillance equipment, and
                      change carts. The replacement of these items generally
                      depends on the volume of business and quality of the
                      materials, while replacing the most important item in the
                      casino, the gaming devices, is more uncertain. Gaming
                      devices, like other computer equipment, generally have an
                      economic life of five to ten years. However, with the
                      advances in computerized gaming technology, devices may
                      become obsolete within a few years. The replacement of
                      technologically obsolete devices should reflect the
                      competitive set, player preferences, and demand trends.
                      Since capitalized expenditures are not included in the
                      operating statement, but nevertheless affect an owner's
                      cash flow, an appraisal should reflect these expenses in
                      the form of an appropriate reserve for replacement. The
                      annual deduction of a reserve for replacement from the
                      projected income stream effectively provides for a return
                      of furniture, fixtures, and equipment in both the casino
                      and the hotel components.

                      Reserves for replacement specific to the gaming industry
                      are typically deducted at between 0.5% and 2.5% of total
                      revenue. This deduction includes an allowance for both the
                      hotel and the casino components. An annual capital reserve
                      equal to 1.0% of total revenues has been deemed reasonable
                      for the subject property, as it will be a high-quality new
                      build product.

Free Cash Flow        We project the Aladdin Hotel and Casino will generate
                      approximately $139,338,000 in free cash flow in the first
                      projection year. In the second projection year, free cash
                      flow is projected to increase to $143,143,000, or 24.8% of
                      total revenue. As mentioned, the subject is anticipated to
                      stabilize in the third year of the projection period and
                      generate roundly $146,185,000 in free cash flow, or 24.5%
                      of total revenue.


HVS International, Mineola, New York           Income Capitalization Approach 19


Forecast of Income    Based on the preceding analyses, the forecast of income  
and Expense           and expense has been formulated. The following chart     
                      presents a detailed forecast of income and expenses      
                      through the stabilized year of operation. Following the  
                      detailed income and expense statement, the 10-year       
                      forecast of income and expense is presented. The forecast
                      pertains to fiscal operating years beginning January 1,  
                      2000 and is expressed in inflated dollars for each year. 


Detailed Income and Expense Statement - Proposed Aladdin Hotel and Casino




Calendar Years Ending:              2000                                                2001                               
                                                                                                                  
Number of Rooms:                     2,600                                                2,600                            
Occupancy:                           93.0%                                                93.0%                            
Average Rate:                      $137.00                                              $141.11                            
Occupied Rooms:                    882,570                                              882,570                            


                                   $(000s)      %Gross        PAR(1)       POR(2)       $(000)        %Gross        PAR(1) 
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  
REVENUE
  Gaming                        $  282,030         50.1%   $  108,473   $   320.00   $  289,060         50.0%   $  111,177
  Rooms                            120,912         21.5        46,505       137.00      124,539         21.5        47,900
  Food                              61,222         10.9        23,547        69.37       63,058         10.9        24,253
  Beverage                          25,777          4.6         9,914        29.21       26,551          4.6        10,212
  Telephone                          3,529          0.6         1,357         4.00        3,635          0.6         1,398
  Entertainment                     38,666          6.9        14,872        43.81       39,826          6.9        15,318
  Spa                               15,144          2.7         5,825        17.16       15,599          2.7         6,000
  Miscellaneous                     15,466          2.7         5,948        17.52       15,930          2.8         6,127
                                ----------   ----------    ----------   ----------   ----------   ----------    ----------
     Total Revenues                562,746        100.0       216,441       637.62      578,198        100.0       222,384
                                ----------   ----------    ----------   ----------   ----------   ----------    ----------
DEPARTMENTAL EXPENSES *
  Casino                           142,881         50.7        54,954       161.89      146,525         50.7        56,356
  Rooms                             39,923         33.0        15,355        45.23       41,121         33.0        15,816
  Food                              59,385         97.0        22,840        67.29       61,166         97.0        23,525
  Beverage                          16,497         64.0         6,345        18.69       16,993         64.0         6,536
  Telephone                          1,412         40.0           543         1.60        1,454         40.0           559
  Entertainment                     34,800         90.0        13,385        39.43       35,844         90.0        13,786
  Spa                               11,358         75.0         4,368        12.87       11,699         75.0         4,500
                                ----------   ----------    ----------   ----------   ----------   ----------    ----------
     Total Dept. Expenses          317,856         56.5       122,252       360.15      326,750         56.5       125,673
                                ----------   ----------    ----------   ----------   ----------   ----------    ----------
DEPARTMENTAL INCOME                244,890         43.5        94,188       277.47      251,448         43.5        96,711
                                ----------   ----------    ----------   ----------   ----------   ----------    ----------
UNDISTRIBUTED EXPENSES
  Administrative and General        59,146         10.5        22,748        67.02       60,848         10.5        23,403
  Marketing                          9,380          1.7         3,608        10.63        8,764          1.5         3,371
  Property Maintenance              10,055          1.8         3,867        11.39       10,953          1.9         4,213
  Energy                             8,441          1.5         3,247         9.56        8,673          1.5         3,336
  Complimentary/Promo                3,618          0.6         1,392         4.10        3,724          0.6         1,432
  LCI Fee                            1,097          0.2           422         1.24        1,127          0.2           434
                                ----------   ----------    ----------   ----------   ----------   ----------    ----------
     Total Operating Expenses       91,737         16.3        35,283       103.94       94,089         16.2        36,188
                                ----------   ----------    ----------   ----------   ----------   ----------    ----------
HOUSE PROFIT                       153,153         27.2        58,905       173.53      157,359         27.3        60,523
                                ----------   ----------    ----------   ----------   ----------   ----------    ----------
FIXED EXPENSES
  Property Taxes                     7,000          1.2         2,692         7.93        7,210          1.2         2,773
  Insurance                          1,188          0.2           457          1.3        1,224          0.2           471
                                ----------   ----------    ----------   ----------   ----------   ----------    ----------
      Total                          8,188          1.5         3,149         9.28        8,434          1.5         3,244

EBITDA                          $  144,965         25.7%   $   55,756   $   164.25   $  148,925         25.8%   $   57,279

  Reserve for Replacement            5,627          1.0         2,164         6.38        5,782          1.0         2,224

Free Cash Flow                  $  139,338         24.8%   $   53,591   $   157.88   $  143,143         24.8%   $   55,055
                                ==========   ==========    ==========   ==========   ==========   ==========    ==========
  Food as a % of Gaming Rev                        21.7%                                                21.8%   
  Beverage as a % of Gaming Rev                     9.1                                                  9.2    
  Beverage as a % of Food Rev                      42.1                                                 42.1    
  Telephone as a % of Gaming Rev                    1.3                                                  1.3    
  Telephone as a % of Rooms Rev                     2.9                                                  2.9    
  Entertainment as a % of Gaming Rev               13.7                                                 13.8    
  Entertainment as a % of Rooms Rev                32.0                                                 32.0    
                                                                                          


Calendar Years Ending:                          2002
                                                 
Number of Rooms:                                  2,600
Occupancy:                                        93.0%
Average Rate:                                   $145.34
Occupied Rooms:                                 882,570



                                   POR(2)       $(000)      %Gross        PAR(1)    POR(2)
- --------------------------------------------------------------------------------------------------
                                                                              
REVENUE
  Gaming                        $   327.52   $  297,730         50.0%   $  114,512    $   337.34
  Rooms                             141.11      128,276         21.5        49,337        145.34
  Food                               71.45       64,950         10.9        24,981         73.59
  Beverage                           30.08       27,347          4.6        10,518         30.99
  Telephone                           4.12        3,744          0.6         1,440          4.24
  Entertainment                      45.13       41,021          6.9        15,777         46.48
  Spa                                17.67       16,067          2.7         6,180         18.20
  Miscellaneous                      18.05       16,408          2.8         6,311         18.59
                                ----------   ----------   ----------    ----------    ----------   
     Total Revenues                 655.13      595,543        100.0       229,055        674.78
                                ----------   ----------   ----------    ----------    ----------   
DEPARTMENTAL EXPENSES *
  Casino                            166.02      150,920         50.7        58,046        171.00
  Rooms                              46.59       42,354         33.0        16,290         47.99
  Food                               69.30       63,001         97.0        24,231         71.38
  Beverage                           19.25       17,502         64.0         6,732         19.83
  Telephone                           1.65        1,498         40.0           576          1.70
  Entertainment                      40.61       36,919         90.0        14,200         41.83
  Spa                                13.26       12,050         75.0         4,635         13.65
                                ----------   ----------   ----------    ----------    ----------   
     Total Dept. Expenses           370.23      336,550         56.5       129,442        381.33
                                ----------   ----------   ----------    ----------    ----------   
DEPARTMENTAL INCOME                 284.90      258,993         43.5        99,613        293.45
                                ----------   ----------   ----------    ----------    ----------   
UNDISTRIBUTED EXPENSES
  Administrative and General         68.94       62,674         10.5        24,105         71.01
  Marketing                           9.93        9,027          1.5         3,472         10.23
  Property Maintenance               12.41       12,535          2.1         4,821         14.20
  Energy                              9.83        8,933          1.5         3,436         10.12
  Complimentary/Promo                 4.22        3,835          0.6         1,475          4.35
  LCI Fee                             1.28        1,161          0.2           447          1.32
                                ----------   ----------   ----------    ----------    ----------   
     Total Operating Expenses       106.61       98,165         16.4        37,756        111.23
                                ----------   ----------   ----------    ----------    ----------   
HOUSE PROFIT                        178.30      160,828         27.1        61,857        182.23
                                ----------   ----------   ----------    ----------    ----------   
FIXED EXPENSES
  Property Taxes                      8.17        7,426          1.2         2,856          8.41
  Insurance                            1.4        1,261          0.2           485          1.43
                                ----------   ----------   ----------    ----------    ----------   
      Total                           9.56        8,687          1.5         3,341          9.84

EBITDA                          $   168.74   $  152,140         25.6%   $   58,516   $   172.38

  Reserve for Replacement             6.55        5,955          1.0         2,291          6.75

Free Cash Flow                  $   162.19   $  146,185         24.5%   $   56,225   $   165.64
                                ==========   ==========   ==========    ==========    ==========  
  Food as a % of Gaming Rev                                     21.8%
  Beverage as a % of Gaming Rev                                  9.2
  Beverage as a % of Food Rev                                   42.1
  Telephone as a % of Gaming Rev                                 1.3
  Telephone as a % of Rooms Rev                                  2.9
  Entertainment as a % of Gaming Rev                            13.8
  Entertainment as a % of Rooms Rev                             32.0


*     Departmental expenses expressed as a percentage of departmental revenues
(1)   Per Available Room 
(2)   Per Occupied Room

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


10-Year Forecast of Income and Expense - Proposed Aladdin Hotel and Casino, Las
Vegas, Nevada



Calendar Years Ending:                 2000                   2001                   2002                 2003               2004 
                               -------------------    -------------------    -------------------    ------------------   -----------
                                                                                                                  
Number of Rooms:                   2600                   2600                   2600                   2600                   2600 
Occupied Rooms:                 882,570                882,570                882,570                882,570                882,570 
Occupancy:                        93.0%                  93.0%                  93.0%                  93.0%                  93.0% 
Average Rate:                   $137.00                $141.11                $145.34                $149.70                $154.19 


                                              % of                   % of                  % of                  % of               
                                $(000s)      Gross     $(000s)      Gross    $(000s)       Gross     $(000s)     Gross     $(000s)  
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
REVENUE
  Gaming                       $282,030       50.1%   $289,060       50.0%   $297,730       50.0%   $306,660       50.0%   $315,860
  Rooms                         120,912       21.5     124,539       21.5     128,276       21.5     132,124       21.5     136,088
  Food                           61,222       10.9      63,058       10.9      64,950       10.9      66,898       10.9      68,905
  Beverage                       25,777        4.6      26,551        4.6      27,347        4.6      28,168        4.6      29,013
  Telephone                       3,529        0.6       3,635        0.6       3,744        0.6       3,856        0.6       3,972
  Entertainment                  38,666        6.9      39,826        6.9      41,021        6.9      42,252        6.9      43,519
  Spa                            15,144        2.7      15,599        2.7      16,067        2.7      16,549        2.7      17,045
  Miscellaneous                  15,466        2.7      15,930        2.8      16,408        2.8      16,901        2.8      17,408
                               --------   --------    --------   --------    --------   --------    --------   --------    --------
      Total                     562,746      100.0     578,198      100.0     595,543      100.0     613,398      100.0     631,810
DEPT. EXPENSES*
  Casino                        142,881       50.7     146,525       50.7     150,920       50.7     155,442       50.7     160,110
  Rooms                          39,923       33.0      41,121       33.0      42,354       33.0      43,625       33.0      44,934
  Food                           59,385       97.0      61,166       97.0      63,001       97.0      64,891       97.0      66,838
  Beverage                       16,497       64.0      16,993       64.0      17,502       64.0      18,027       64.0      18,568
  Telephone                       1,412       40.0       1,454       40.0       1,498       40.0       1,542       40.0       1,589
  Entertainment                  34,800       90.0      35,844       90.0      36,919       90.0      38,027       90.0      39,167
  Spa                            11,358       75.0      11,699       75.0      12,050       75.0      12,412       75.0      12,784
                               --------   --------    --------   --------    --------   --------    --------   --------    --------
      Total                     317,856       56.5     326,750       56.5     336,550       56.5     346,642       56.5     357,046
DEPT. INCOME                    244,890       43.5     251,448       43.5     258,993       43.5     266,756       43.5     274,764
OPER. EXPENSES
  Administrative and General     59,146       10.5      60,848       10.5      62,674       10.5      64,553       10.5      66,491
  Marketing                       9,380        1.7       8,764        1.5       9,027        1.5       9,297        1.5       9,576
  Property Maintenance           10,055        1.8      10,953        1.9      12,535        2.1      12,911        2.1      13,298
  Energy                          8,441        1.5       8,673        1.5       8,933        1.5       9,201        1.5       9,477
  Complimentary/Promo             3,618        0.6       3,724        0.6       3,835        0.6       3,950        0.6       4,069
  LCI Fee                         1,097        0.2       1,127        0.2       1,161        0.2       1,196        0.2       1,232
                               --------   --------    --------   --------    --------   --------    --------   --------    --------
      Total                      91,737       16.3      94,089       16.2      98,165       16.4     101,108       16.4     104,143
HOUSE PROFIT                    153,153       27.2     157,359       27.3     160,828       27.1     165,648       27.1     170,621
FIXED EXPENSES
  Property Taxes                  7,000        1.2       7,210        1.2       7,426        1.2       7,649        1.2       7,879
  Insurance                        1188        0.2       1,224        0.2       1,261        0.2       1,298        0.2       1,337
                               --------   --------    --------   --------    --------   --------    --------   --------    --------
      Total                       8,188        1.4       8,434        1.4       8,687        1.4       8,947        1.4       9,216

EBITDA                          144,965       25.8     148,925       25.9     152,140       25.7     156,701       25.7     161,405

  Reserve for Repl                5,627        1.0       5,782        1.0       5,955        1.0       6,134        1.0       6,318
                               --------   --------    --------   --------    --------   --------    --------   --------    --------
Free Cash Flow                 $139,338       24.8%   $143,143       24.9%   $146,185       24.7%   $150,567       24.7%   $155,087
                               ========       ====    ========       ====    ========       ====    ========       ====    ========



Calendar Years Ending:              2004             2005                 2006                  2007               2008    
                                  ---------  -------------------  -------------------   --------------------   ----------
                                                                                                            
Number of Rooms:                               2600                   2600                   2600                   2600   
Occupied Rooms:                             882,570                882,570                882,570                882,570   
Occupancy:                                    93.0%                  93.0%                  93.0%                  93.0%   
Average Rate:                               $158.82                $163.59                $168.49                $173.55   


                                    % of                 % of                  % of                   % of                 
                                   Gross    $(000s)     Gross      $(000s)     Gross      $(000s)     Gross       $(000s)  
- -------------------------------------------------------------------------------------------------------------------------
                                                                                             
REVENUE
  Gaming                           50.0%   $325,330       50.0%   $335,100       50.0%   $345,153       50.0%   $355,508
  Rooms                            21.5     140,170       21.5     144,375       21.5     148,707       21.5     153,168
  Food                             10.9      70,973       10.9      73,102       10.9      75,295       10.9      77,554
  Beverage                          4.6      29,883        4.6      30,780        4.6      31,703        4.6      32,654
  Telephone                         0.6       4,091        0.6       4,214        0.6       4,340        0.6       4,471
  Entertainment                     6.9      44,825        6.9      46,170        6.9      47,555        6.9      48,981
  Spa                               2.7      17,556        2.7      18,083        2.7      18,626        2.7      19,184
  Miscellaneous                     2.8      17,930        2.8      18,468        2.8      19,022        2.8      19,592
                               --------    --------   --------    --------   --------    --------   --------    --------
      Total                       100.0     650,758      100.0     670,292      100.0     690,401      100.0     711,112
DEPT. EXPENSES*
  Casino                           50.7     164,910       50.7     169,862       50.7     174,958       50.7     180,207
  Rooms                            33.0      46,282       33.0      47,670       33.0      49,100       33.0      50,573
  Food                             97.0      68,844       97.0      70,909       97.0      73,036       97.0      75,227
  Beverage                         64.0      19,125       64.0      19,699       64.0      20,290       64.0      20,899
  Telephone                        40.0       1,636       40.0       1,686       40.0       1,736       40.0       1,788
  Entertainment                    90.0      40,342       90.0      41,553       90.0      42,799       90.0      44,083
  Spa                              75.0      13,167       75.0      13,562       75.0      13,969       75.0      14,388
                               --------    --------   --------    --------   --------    --------   --------    --------
      Total                        56.5     367,753       56.5     378,792       56.5     390,154       56.5     401,859
DEPT. INCOME                       43.5     283,005       43.5     291,500       43.5     300,247       43.5     309,253
OPER. EXPENSES
  Administrative and General       10.5      68,485       10.5      70,540       10.5      72,656       10.5      74,836
  Marketing                         1.5       9,864        1.5      10,160        1.5      10,465        1.5      10,778
  Property Maintenance              2.1      13,697        2.1      14,108        2.1      14,531        2.1      14,967
  Energy                            1.5       9,761        1.5      10,054        1.5      10,356        1.5      10,667
  Complimentary/Promo               0.6       4,191        0.6       4,317        0.6       4,446        0.6       4,580
  LCI Fee                           0.2       1,269        0.2       1,307        0.2       1,346        0.2       1,387
                               --------    --------   --------    --------   --------    --------   --------    --------
      Total                        16.4     107,267       16.4     110,486       16.4     113,800       16.4     117,215
HOUSE PROFIT                       27.1     175,738       27.1     181,014       27.1     186,447       27.1     192,038
FIXED EXPENSES
  Property Taxes                    1.2       8,115        1.2       8,358        1.2       8,609        1.2       8,867
  Insurance                         0.2       1,377        0.2       1,419        0.2       1,461        0.2       1,505
                               --------    --------   --------    --------   --------    --------   --------    --------
      Total                         1.4       9,492        1.4       9,777        1.4      10,070        1.4      10,372

EBITDA                             25.7     166,246       25.7     171,237       25.7     176,377       25.7     181,666

  Reserve for Repl                  1.0       6,508        1.0       6,703        1.0       6,904        1.0       7,111
                               --------    --------   --------    --------   --------    --------   --------    --------
Free Cash Flow                     24.7%   $159,739       24.7%   $164,534       24.7%   $169,473       24.7%   $174,554
                                   ====    ========       ====    ========       ====    ========       ====    ========


Calendar Years Ending:           2008             2009
                              ---------    ------------------
Number of Rooms:                               2600
Occupied Rooms:                             882,570
Occupancy:                                    93.0%
Average Rate:                               $178.75
                                  % of                   % of
                                  Gross    $(000s)       Gross
- ----------------------------------------------------------------
REVENUE
  Gaming                           50.0%   $366,173       50.0%
  Rooms                            21.5     157,763       21.5
  Food                             10.9      79,880       10.9
  Beverage                          4.6      33,634        4.6
  Telephone                         0.6       4,605        0.6
  Entertainment                     6.9      50,451        6.9
  Spa                               2.7      19,760        2.7
  Miscellaneous                     2.8      20,180        2.8
                               --------    --------   --------
      Total                       100.0     732,446      100.0
DEPT. EXPENSES*
  Casino                           50.7     185,613       50.7
  Rooms                            33.0      52,090       33.0
  Food                             97.0      77,484       97.0
  Beverage                         64.0      21,526       64.0
  Telephone                        40.0       1,842       40.0
  Entertainment                    90.0      45,406       90.0
  Spa                              75.0      14,820       75.0
                               --------    --------   --------
      Total                        56.5     413,916       56.5
DEPT. INCOME                       43.5     318,530       43.5
OPER. EXPENSES
  Administrative and General       10.5      77,081       10.5
  Marketing                         1.5      11,102        1.5
  Property Maintenance              2.1      15,416        2.1
  Energy                            1.5      10,987        1.5
  Complimentary/Promo               0.6       4,717        0.6
  LCI Fee                           0.2       1,428        0.2
                               --------    --------   --------
      Total                        16.4     120,731       16.4
HOUSE PROFIT                       27.1     197,799       27.1
FIXED EXPENSES
  Property Taxes                    1.2       9,133        1.2
  Insurance                         0.2       1,550        0.2
                               --------    --------   --------
      Total                         1.4      10,683        1.4

EBITDA                             25.7     187,115       25.7

  Reserve for Repl                  1.0       7,324        1.0
                               --------    --------   --------
Free Cash Flow                     24.7%   $179,791       24.7
                                   ====    ========       ====

* Departmental expenses expressed as a percentage of departmental revenues.

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


HVS International, Mineola, New York           Income Capitalization Approach 22


Capitalization of     The conversion of a property's forecasted net income into 
Net Income Into       an estimate of value is based on the premise that         
Market Value          investors typically purchase real estate with a small     
Estimate              amount of equity cash (25% to 50%) and a large amount of  
                      mortgage financing (50% to 75%). The amounts and terms of 
                      available mortgage financing and the rates of return that 
                      are required to attract sufficient equity capital form the
                      basis for allocating the net income between the mortgage  
                      and equity components and deriving a value estimate.      

                      Other investment parameters used by the appraisers in the
                      income capitalization approach include an overall
                      capitalization rate and total property yield. An overall
                      terminal capitalization rate is utilized to calculate the
                      property's reversionary sales proceeds at the end of the
                      assumed 10-year holding period in the discounted cash flow
                      analysis. Once the value of the property is estimated via
                      the mortgage-equity capitalization technique, the
                      appraisers perform analyses to cross-check the
                      appropriateness of the value estimate based upon other
                      market derived parameters. The overall capitalization rate
                      equating the subject's first-year net income to the
                      estimated market value is compared with overall rates
                      derived from comparable sales and investor surveys. The
                      total property yield, which is the discount rate equating
                      the property's forecasted net income before debt service
                      to the estimated market value, is also compared with total
                      property yields derived from comparable sales and investor
                      surveys.

Mortgage Component    The appraisers have used financing data specific to the
                      gaming industry in formulating an applicable interest
                      rate, term, amortization period, and debt service constant
                      for the valuation of the Proposed Aladdin Hotel and
                      Casino. Our interviews with representatives from lending
                      institutions indicate that financing is available to those
                      companies with a proven track record of successful
                      operations.

                      We have found that investors view casinos and casino
                      hotels as hybrid investments. Such an investment combines
                      the attributes of traditional real estate with the
                      business value inherent in a gaming enterprise. Therefore,
                      investment collateral to secure the loan is largely
                      constituted of the business and real estate value of the
                      property as a going concern. Therefore, financed gaming
                      investments typically have loan-to-value ratios, terms,
                      amortization periods, and interest rates commensurate with
                      the amount of risk inherent in the enterprise as a going
                      concern. According to Loan Syndications and Trading, over
                      80% of gaming companies are rated as speculative grade
                      credit.

                      The following chart summarizes the borrower, loan purpose,
                      facility type, facility size, risk premium, and term for a
                      variety of gaming transactions in 1996.


HVS International, Mineola, New York           Income Capitalization Approach 23


1996 Gaming Transactions



                                                                                             Facility    Basis
                                       Rating at                                               Size     Points
Company                                 Close    Deal Purpose        Facility Type             (mm)   (LIBOR plus)
- -----------------------------------------------------------------------------------------------------------------
                                                                                               
Boyd Gaming Corporation                  BB+    Debt Repay.       Revolver/Line >=1 Yr.      $ 500.0     175.0   
Circus Circus - Eldorado Joint Venture   NR     Debt Repay.       Revolver/Line >=1 Yr.        220.0     112.5   
Circus Circus Enterprises                BBB+   Debt Repay.       Revolver/Line >=1 Yr.       1500.0      75.0   
Dover Downs Entertainment                NR     Working Capital   Revolver/Line >=1 Yr.          8.0        NA   
Dover Downs Entertainment                NR     Working Capital   Revolver/Line >=1 Yr.          2.0        NA   
Dover Downs Entertainment                NR     Working Capital   Standby Letter of Credit       0.1        NA   
Gem Gaming                               NR     Corp. Purposes    Revolver/Line < 1 Yr.         25.0        NA   
Grand Casinos Inc.                       NR     Proj. Finance     Term Loan                    120.0     250.0   
Harrah's Entertainment, Inc.             NR     Corp. Purposes    Revolver/Line >=1 Yr.        150.0      75.0   
Harrah's Entertainment, Inc.             NR     Corp. Purposes    Revolver/Line >=1 Yr.        950.0      50.0   
Hemmeter Enterprises, Inc.               NR     Debtor-in-poss.   Revolver/Line < 1 Yr.         13.0        NA   
MGM Grand                                BB     Debt Repay.       Bridge Loan                  125.0     150.0   
MGM Grand                                BB     Debt Repay.       Revolver/Line >=1 Yr.        500.0     200.0   
Nev Star Gaming Corp.                    NR     Proj. Finance     Term Loan                     50.0        NA   
Nev Star Gaming Corp.                    NR     Proj. Finance     Term Loan                      1.0        NA   
Penn National Gaming                     NR     Corp. Purposes    Revolver/Line >=1 Yr.          5.0     300.0   
Penn National Gaming                     NR     Corp. Purposes    Term Loan                     47.0     300.0   
Penn National Gaming                     NR     Corp. Purposes    Term Loan                     23.0     300.0   
Rio Properties                           NR     Working Capital   Revolver/Line >=1 Yr.        200.0        NA   
Seven Feathers Gaming Corp.              NR     Corp. Purposes    Revolver/Line >=1 Yr.         24.0     270.0   
Sodak Gaming                             NR     Working Capital   Revolver/Line >=1 Yr.         20.0     200.0   
Sodak Gaming                             NR     Corp. Purposes    Revolver/Line >=1 Yr.         30.0     200.0   
Stanley Leisure                          NR     Corp. Purposes    Revolver/Line < 1 Yr.        108.0        NA   
Station Casinos                          BB     Debt Repay.       Revolver/Line >=1 Yr.        400.0        NA   
Station Casinos                          BB     Proj. Finance     Term Loan                    110.0     375.0   
Stratosphere                             NR     Equip. Lease      Other                         37.5        NA   
Stuart Entertainment                     NR     Corp. Purposes    Revolver/Line < 1 Yr.         30.0     150.0   
Sun International Bahamas Ltd.           NR     Proj. Finance     Term Loan                    200.0     250.0   
Sun International Bahamas Ltd.           NR     Debt Repay.       Term Loan                    250.0     225.0   
Sunset Station                           NR     Corp. Purposes    Revolver/Line < 1 Yr.        110.0        NA   
Sunset Station                           NR     Corp. Purposes    Revolver/Line < 1 Yr.         40.0        NA   

Average                                                                                                  203.2   


        Source: BancAmerica Securities, Inc. and Loan Pricing Corporation
- --------------------------------------------------------------------------------

                      As indicated, the risk premiums range between 50 and 375
                      basis points over the London Interbank Offered Rate
                      (LIBOR), with an average of 203 basis points. The majority
                      of the loan facilities closed in 1996 were revolving
                      credit lines with terms greater than one year. Of the 31
                      transactions in 1996, eight were term loans with risk
                      premiums ranging between 225 and 375 basis points over
                      LIBOR. The average length of a term loan transacted in
                      1996 is 57 months, or roundly five years. The following
                      presents a range of calculated interest rates based on the
                      current LIBOR as 


HVS International, Mineola, New York           Income Capitalization Approach 24


                      published in the Wall Street Journal as of September 29,
                      1997, and a range of risk premiums.

                     Risk Premium Range        Calculated Range of
       LIBOR            (Basis Points)           Interest Rates
       -----            --------------           --------------
        6.0%    plus      50 to 375      =       6.50% to 9.75%

                      Based on the preceding analysis and adjusting for specific
                      risk factors, we believe that a mortgage lender financing
                      the Proposed Aladdin Hotel and Casino would require a risk
                      premium of approximately 300 basis points over LIBOR. The
                      risk premium is intended to reflect the creditworthiness
                      of the borrower as well as the loan collateral. This
                      spread equates to a 9.0% interest rate; applying a 20-year
                      amortization and a ten-year term, the mortgage constant
                      equates to 0.107967. We believe that a mortgage lender
                      will lend up to 60% of the subject's market value, as
                      determined by this appraisal.

Equity Component      The remaining capital required for investment generally
                      comes from the equity investor. The rate of return that an
                      equity investor expects over a 10-year holding period is
                      known as the equity yield. Unlike the equity dividend,
                      which is a short-term rate of return, an equity yield
                      specifically considers a long-term holding period
                      (generally 10 years), annual inflation-adjusted cash
                      flows, property appreciation, mortgage amortization, and
                      proceeds from a sale at the end of the holding period. The
                      following table presents equity yield and discount rates
                      derived from three major investor surveys that pertain
                      specifically to the lodging industry.


HVS International, Mineola, New York           Income Capitalization Approach 25


Hotel Investor Surveys

MISSING TABLE
- --------------------------------------------------------------------------------

                      In Landauer Hospitality Services' Hotel Investment Outlook
                      for 1997, leveraged yield rates ranged from 15.0% to
                      25.0%, with a survey average of 18.7%. The Korpacz Real
                      Estate Investor Survey for the first quarter of 1997
                      indicates that leveraged equity internal rates of return
                      (IRRs), assuming 50.0% to 60.0% debt, average between
                      20.0% and 26.0%. The Korpacz survey also provides a range
                      of "free and clear" equity IRRs for full-service hotels,
                      which is essentially a measure of appropriate discount
                      rates, or overall property yields. The Korpacz survey
                      cites a range from 11.0% to 16.0% for this indicator, with
                      a survey average of 13.4%. Landauer's survey also provides
                      a range of free and clear yield rates from 12.0% to 16.0%,
                      with a survey average of 13.5%. CB Commercial's National
                      Investor Survey for the first quarter of 1997 does not
                      provide a range of equity yield rates, but provides a
                      range of overall discount rates from 12.0% to 13.5%, with
                      a survey average of 12.7%.

                      It is difficult to quantify the rate of return required by
                      equity investors who are seeking to purchase casino and
                      casino hotel properties. To establish an appropriate
                      equity yield rate, we have compared the rates of return as
                      indicated in the investor surveys for hotel investments to
                      the rates of return specific to the gaming community. From
                      this information we extrapolated an equity yield rate for
                      the subject property utilizing an iterative calculation
                      via the Simultaneous Valuation Formula. Based on this
                      analysis we have derived an equity yield of 31.0% for use
                      in the valuation of the subject property. This equity
                      yield rate reflects the assumed debt parameters and the
                      risk inherent in achieving the projected income stream
                      given the uncertainty regarding additional competition and
                      economic growth over the holding period.


HVS International, Mineola, New York           Income Capitalization Approach 26


                      To check the reasonableness of our equity yield rate
                      assumption, we have compared the derived overall "free and
                      clear" discount rate of 19.1%, which is based on the
                      estimated debt and equity rates of 9.0% and 31.0%,
                      respectively, to the calculated discount rates based on
                      investor surveys. According to a survey of gaming
                      companies and lenders conducted by HVS Gaming Services,
                      going-in capitalization rates range from 15% to 25%
                      depending on the risk inherent in the location, market,
                      and historical operation of the property. However, it
                      should be noted that these rates do not reflect a
                      deduction in cash flows for capital expenditures.
                      Converting this range of going-in capitalization rates to
                      discount rates can be accomplished by adding an inflation
                      assumption. For the purposes of this analysis, a 3.0%
                      inflation rate was added to the going-in rates. Combining
                      the going-in rates with our inflation assumption results
                      in a range of discount rates from 18.0% to 28.0%, compared
                      to our derived discount rate of 19.1%. Both the applied
                      equity yield rate and the discount rate are considered to
                      be supported by the preceding data. As evidenced, our
                      discount rate is at the low end of the acceptable range.
                      However, adjusting for the reserve for replacement expense
                      of 1.0% of total revenues, our discount rate equates to
                      20.1%. In addition, our discount rate reflects the
                      stability of operating within the Las Vegas Strip ($72
                      million and over) gaming market. As will be discussed
                      later in this section, the cash-on-cash rates of return
                      and the debt coverage ratios provide further support for
                      our yield conclusions.

                      Terminal Capitalization Rate

                      Inherent in this valuation process is the assumption of a
                      sale at the end of the 10-year holding period. The
                      estimated reversionary sales price as of this date is
                      calculated by capitalizing the 11th year's net income by
                      an overall terminal capitalization rate. An allocation for
                      the seller's brokerage and legal fees is deducted from
                      this sales price, and the net proceeds to the equity
                      interest (also known as the equity residual) are
                      calculated by deducting the outstanding mortgage balance
                      from the reversion. Based on the risk associated with the
                      uncertainty regarding sustaining the projected cash flow
                      beyond the 10-year holding period, we have applied a
                      terminal capitalization rate of 18.0%.

Valuation of          The terms and loan-to-value ratio of current financing    
Mortgage and          applicable to the subject property have been selected.    
Equity Components     However, the annual debt service and resultant net income 
                      to equity cannot be calculated without knowing the        
                      property's total value, the very unknown which we are     
                      attempting to calculate. In essence, the property's value 
                      must be determined by forecasting net income available for
                      debt service, and by calculating, through an iterative    
                      process, the amount of the mortgage which the net income  
                      is capable of supporting at the assumed interest rate and 
                      a specified loan-to-value ratio.                          


HVS International, Mineola, New York           Income Capitalization Approach 27


                      The property's value may also be calculated directly
                      through what is termed the Simultaneous Valuation Formula.
                      Given the known variables of equity investor yield
                      requirements, two equations may be set up to
                      simultaneously solve for the unknown value.

                      To illustrate the Simultaneous Valuation Formula, the
                      following symbols are used:

           NI  =  Net income available for debt service
                  
           V   =  Value
                  
           M   =  Loan-to-value ratio
                  
           f   =  Annual debt service constant
                  
           n   =  Number of years in the projection period
                  
           de  =  Annual cash available to equity
                  
           dr  =  Residual equity value
                  
           b   =  Brokerage and legal cost percentage
                  
           P   =  Fraction of the loan paid off during the projection period
                  
           fp  =  Annual constant required to amortize the entire loan during
                  the projection period


HVS International, Mineola, New York           Income Capitalization Approach 27


           Rr  =  Overall terminal capitalization rate applied to the net income
                  to calculate the total property reversion (sales price at the
                  end of the projection period)

           1/Sn=  Current worth of a $1 factor (discount factor) at the equity 
                  yield rate

           *P  =  (f-i)/(fp-i) where i=interest rate of mortgage

           **S =  1+i where i=equity yield rate

Equation #1           Calculation of annual cash flow to equity (equity dividend
                      and reversion):

                             NI1 - (f x M x V) = de1

                           NI2 - (f x M x V) = de2...

                          ... NI10 - (f x M x V) = de10

                (NI11/Rr) - (b (NI11/Rr) - ((1 - P) x M x V) = dr

Equation #2           Calculation of equity as sum of discounted cash flows:

  (de1 x 1/S1) + (de2 x 1/S2) +... + (de10 x 1/S10) + (dr x 1/S10) = (1 - M) V

                         Simultaneous Valuation Formula

                       Combination of Equations #1 and #2:

         ((NI1 - (f x M x V)) 1/S1) + ((NI2 - (f x M x V)) 1/S2) + . . .

                         ((NI10 - (f x M x V)) 1/S10) +

       (((NI11/Rr) - (b (NI11/Rr)) - ((1 - P) x M x V)) 1/S10) = (1 -M) V

                      The following values are assigned to the variable
                      components for the purposes of this valuation.


HVS International, Mineola, New York           Income Capitalization Approach 29


Loan-To-Value Ratio                                        M               60.0%
Debt Service Constant                                      f           0.107967
Equity Yield                                              1/Sn             31.0%
Brokerage and Legal Fees                                   b                5.0%
Interest Rate                                              i                9.0%
Annual Constant Required to
    Amortize the Loan in Ten Years                         fp          0.152011
Terminal Capitalization Rate                               Rr              18.0%


HVS International, Mineola, New York           Income Capitalization Approach 30


Forecast of Net Income

Period                          Net Operating Income
- -----------------------------------------------------

   1                 =              $139,338,000
   2                 =               143,143,000
   3                 =               146,185,000
   4                 =               150,567,000
   5                 =               155,087,000
   6                 =               159,739,000
   7                 =               164,534,000
   8                 =               169,473,000
   9                 =               174,554,000
  10                 =               179,791,000
  11                 =               185,186,000
- --------------------------------------------------------------------------------

                      The Simultaneous Valuation Formula is applied to the
                      subject property's forecasted net income as follows.

      Intermediary calculations:

                 (f x M x V)= 0.107967 x 0.60 x V = 0.064780 V

             P = (0.107967 - 0.090) / (0.152011 - 0.090) = 0.289741

                      Expressing formula in terms of V:

                   ( 139,338,000 - 0.064780 V ) x 0.763359 +
                   ( 143,143,000 - 0.064780 V ) x 0.582717 +
                   ( 146,185,000 - 0.064780 V ) x 0.444822 +
                   ( 150,567,000 - 0.064780 V ) x 0.339559 +
                   ( 155,087,000 - 0.064780 V ) x 0.259205 +
                   ( 159,739,000 - 0.064780 V ) x 0.197866 +
                   ( 164,534,000 - 0.064780 V ) x 0.151043 +
                   ( 169,473,000 - 0.064780 V ) x 0.115300 +
                   ( 174,554,000 - 0.064780 V ) x 0.088015 +
                   ( 179,791,000 - 0.064780 V ) x 0.067187 +

         ((( 185,186,000 / 0.180 ) - ( 0.05 x ( 185,186,000 / 0.180 )) -


HVS International, Mineola, New York           Income Capitalization Approach 31


           (( 1 - 0.289741 ) x 0.60 x V)) x 0.067187 )= ( 1 - 0.60 )V

                      Like terms are combined and the equation is solved for
                      "V":

                     $515,237,579 - 0.223561 = V (1 - 0.60)V
                                $515,237,579 = 0.62356 V
                                           V = $515,237,579 / 0.62356
                                           V = $826,282,831
Market Value
via the Simultaneous Valuation Formula
on or about January 1, 2000  (Say)           = $826,300,000

                      Based on the previous analysis, we estimate the market
                      value of the subject property, as of January 1, 2000, to
                      be: $825,000,000.

                      The estimated market value, as determined by the
                      Simultaneous Valuation Formula, may be mathematically
                      proven by discounting the net income to equity at the
                      equity yield rate. Annual deductions for debt service are
                      derived based on the mortgage terms.

            Mortgage Component (60%)                 $495,770,000 
            Equity Component (40%)                    330,513,000 
                                                     ------------
                    Total                            $826,283,000 

            Mortgage Component                       $495,770,000 
            Mortgage Constant                            0.107967 
                                                     ------------ 
              Annual Debt Service                    $ 53,526,856 

                      The 11-year forecast of net income and 10-year forecast of
                      net income to equity are presented in the following table.


HVS International, Mineola, New York           Income Capitalization Approach 32


11-Year Forecast of Net Income and 10-Year Forecast of Net Income to Equity



                        2000      2001      2002      2003      2004      2005      2006      2007      2008      2009      2010
==================================================================================================================================
                                                                                        
Occupancy                  93%       93%       93%       93%       93%       93%       93%       93%       93%       93%       93%
Average Rate          $137.00   $141.11   $145.34   $149.70   $154.19   $158.82   $163.59   $168.49   $173.55   $178.75   $184.12
Net Income Before
Debt Service         $139,338  $143,143  $146,185  $150,567  $155,087  $159,739  $164,534  $169,473  $174,554  $179,791  $185,186
Less: Debt Service     53,527    53,527    53,527    53,527    53,527    53,527    53,527    53,527    53,527    53,527   
                       ------    ------    ------    ------    ------    ------    ------    ------    ------    ------   
Net Income to Equity  $85,811   $89,616   $92,658   $97,040  $101,560  $106,212  $111,007  $115,946  $121,027  $126,264   

Debt Coverage Ratio      2.60      2.67      2.73      2.81      2.90      2.98      3.07      3.17      3.26      3.36   
Cash-on-Cash Return      26.0%     27.1%     28.0%     29.4%     30.7%     32.1%     33.6%     35.1%     36.6%     38.2%  
- ----------------------------------------------------------------------------------------------------------------------------------




HVS International, Mineola, New York           Income Capitalization Approach 33


                      As evidenced, the subject property's first year debt
                      coverage ratio is projected at 2.60, increasing to 2.73 by
                      the third projection year. Similarly, cash-on-cash returns
                      are forecast to increase from 26.0% in the first year to
                      28.0% by the third projection year. Both the debt coverage
                      ratio and cash-on-cash return in the third year are
                      commensurate with comparable industry averages.

                      The net proceeds to equity upon sale of the property are
                      determined by deducting sales expenses (brokerage and
                      legal fees) and the outstanding mortgage balance. The
                      equity residual at the end of the 10th year is calculated
                      by deducting brokerage and legal fees and the mortgage
                      balance from the reversionary value. The reversionary
                      value is calculated as the 11th year's net income
                      capitalized by the terminal capitalization rate. The
                      calculation is shown as follows.

Reversionary Value ($185,186,000 /0.1800)                $1,028,811,000
Less:                                                   
  Brokerage and Legal Fees                                   51,441,000
  Mortgage Balance                                          352,125,000
                                                         --------------
    Net Sale Proceeds to Equity                            $625,245,000
                                            
                      The overall property yield (before debt service), the
                      yield to the lender, and the yield to the equity position
                      have been calculated by computer with the following
                      results.

Overall Property Yields

                                                    Projected Yield
                                               (Internal Rate of Return)
Position                   Value              Over 10-Year Holding Period
=========================================================================
Total Property         $826,283,000                       19.1%
Mortgage                495,770,000                        8.9*
Equity                  330,513,000                       31.0
                
* Whereas the mortgage constant and value are calculated on the basis of
  monthly mortgage payments, the yield in this proof assumes single annual
  payments. As a result, the proof's derived yeild is slightly less than
  that actually input.
- -------------------------------------------------------------------------

                      We believe that these internal rates of return, while at
                      the low end of acceptable ranges, reasonably reflect the
                      level of risk inherent in attaining the projected cash
                      flows over the 10-year holding period. The discounted cash
                      flow procedure substantiating the yield to each position
                      is presented as follows.

Total Property Yield


HVS International, Mineola, New York           Income Capitalization Approach 34




             Net Income before         Present Worth of $1               Discounted
Year            Debt Service              Factor @ 19.1%                 Cash Flow
===================================================================================
                                                                    
2000          $  139,338,000        x        0.839329        =         $116,950,000
2001             143,143,000        x        0.704473        =          100,840,000
2002             146,185,000        x        0.591284        =           86,437,000
2003             150,567,000        x        0.496282        =           74,724,000
2004             155,087,000        x        0.416544        =           64,600,000
2005             159,739,000        x        0.349617        =           55,847,000
2006             164,534,000        x        0.293444        =           48,281,000
2007             169,473,000        x        0.246296        =           41,740,000
2008             174,554,000        x        0.206723        =           36,084,000
2009           1,157,162,000*       x        0.173509        =          200,777,000
                                                                       ------------
                                Total Property Value                   $826,280,000
                                                                      
  *10th year net income of    $179,791,000   plus sales proceeds of    $977,371,000
- -----------------------------------------------------------------------------------


Mortgage Component Yield



               Total Annual            Present Worth of $1               Discounted
Year           Debt Service               Factor @ 8.9%                  Cash Flow
===================================================================================
                                                                    
2000          $   53,527,000        x        0.918455        =         $ 49,162,000
2001              53,527,000        x        0.843559        =           45,153,000
2002              53,527,000        x        0.774770        =           41,471,000
2003              53,527,000        x        0.711591        =           38,089,000
2004              53,527,000        x        0.653564        =           34,983,000
2005              53,527,000        x        0.600269        =           32,131,000
2006              53,527,000        x        0.551320        =           29,511,000
2007              53,527,000        x        0.506362        =           27,104,000
2008              53,527,000        x        0.465071        =           24,894,000
2009              53,527,000        x        0.427146        =           22,864,000
                                                                       ------------
                                Value Of Mortgage Component            $345,362,000
- -----------------------------------------------------------------------------------

                                                             

HVS International, Mineola, New York           Income Capitalization Approach 35


Equity Component Yield



                  Net Income           Present Worth of $1               Discounted
Year              to Equity               Factor @ 31.0%                  Cash Flow
===================================================================================
                                                                    
2000            $ 85,811,000        x        0.763359        =          $65,505,000
2001              89,616,000        x        0.582717        =           52,221,000
2002              92,658,000        x        0.444822        =           41,216,000
2003              97,040,000        x        0.339559        =           32,951,000
2004             101,560,000        x        0.259205        =           26,325,000
2005             106,212,000        x        0.197866        =           21,016,000
2006             111,007,000        x        0.151043        =           16,767,000
2007             115,946,000        x        0.115300        =           13,369,000
2008             121,027,000        x        0.088015        =           10,652,000
2009             751,510,000*       x        0.067187        =           50,492,000
                                                                       ------------
                   Value of Equity Component                           $330,514,000

*10th year net income to equity of $126,264,000 plus sales proceeds of $625,246,000

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


Discounted Cash Flow  In addition to using the Simultaneous Valuation Formula,
Analysis              the appraisers have performed a discounted cash flow
                      analysis based on the financing parameters discussed
                      earlier in this section. We conclude that a 19.1% discount
                      rate is appropriate to apply to the forecasted income
                      stream and reversionary proceeds for the subject property.
                      While the discount rate falls at the low end of the range
                      determined by our survey, we believe that it is
                      commensurate with the level of risk inherent in the
                      subject property and the Las Vegas Strip ($72 million and
                      over) gaming market; additionally, it reflects a 1.0%
                      reserve for replacement which, when adjusted out of our
                      forecast, increases the discount rate some 100 basis
                      points. Further, a terminal capitalization rate of 18.0%
                      has been applied to the 11th year's net income to arrive
                      at the reversionary proceeds figure, reflecting the
                      speculation inherent in forecasting additional competition
                      and economic growth over the 10-year holding period. The
                      following table presents our discounted cash flow
                      analysis.


HVS International, Mineola, New York           Income Capitalization Approach 36


Discounted Cash Flow Analysis - Proposed Aladdin Hotel and Casino (000s)

Discount Rate:                           19.1%
Holding Period:                       10 years
Terminal Capitalization Rate:            18.0%
Broker and Legal Fees:                    5.0%




Calendar Years Ending:         2000      2001      2002      2003      2004      2005      2006      2007      2008        2009

                                                                                              
Forecasted Net Income        $139,338  $143,143  $146,185  $150,567  $155,087  $159,739  $164,534  $169,473  $174,554    $179,791
Net Revisionary Proceeds                                                                                                 $977,371
                                                                                                                         --------
10th Year Net Income plus
 Reversionary Proceeds                                                                                                 $1,157,162

Discount Factor @ 19.1%       0.83933   0.70447   0.59128   0.49628   0.41654   0.34962   0.29344   0.24630   0.20672     0.17351
                              -------   -------   -------   -------   -------   -------   -------   -------   -------     -------

Discounted Net Income        $116,950  $100,840   $86,437   $74,724   $64,600   $55,847   $48,281   $41,740   $36,084    $200,777

Cummulative Total            $116,950  $217,791  $304,228  $378,951  $443,552  $499,399  $547,681  $589,421  $625,505    $826,283


                                                                                                                
Reversion Analysis:                                            Indicated Value via Discounted Cash Flow Analysis         $826,283
- ----------------------------------------------------                                                                             
                                                                                                            (Say)        $826,300
11th Year Net Income                        $185,186                                                                     ========
                                                     
Terminal Capitalization Rate                    18.0%
                                                ----
Total Sale Proceeds                       $1,028,811

  Less: Broker and Legal Fees @ 5.0%         $51,441
                                         
Net Reversionary Proceeds                   $977,371
- ---------------------------------------------------------------------------------------------------------------------------------



HVS International, Mineola, New York           Income Capitalization Approach 37


Conclusion - Market   We have valued the subject property via the income
Value                 capitalization approach utilizing two different valuation
                      methodologies with the following results.

          Estimated Value via Simultaneous Valuation Formula      $826,300,000
          Estimated Value via Discounted Cash Flow Analysis       $826,300,000

                      We conclude that the market value of the Proposed Aladdin
                      Hotel and Casino, as of January 1, 2000, will be:
                      $825,000,000

Business Value        The Financial Institutions Reform, Recovery, and
                      Enforcement Act (FIRREA) stipulates that ". . . any
                      business interest or other intangible item should be
                      valued separately within the appraisal."(10) As mentioned,
                      casinos have both business and real estate components;
                      without the business expertise necessary to operate the
                      facility, a casino would have little real estate value.
            
                      The business value component of a gaming property reflects
                      a number of intangibles including competitive positioning,
                      marketing strategy, management expertise, cost control,
                      and ultimately profitability. In the case of a highly
                      profitable gaming property, the value of the property via
                      the income capitalization approach will generally exceed
                      its development cost. The value attributable to the
                      business component is quantified via a residual technique
                      in which the appraiser first estimates the market value
                      "as is" of the going concern, then deducts the allocations
                      to the real estate and the furniture, fixtures, and
                      equipment. The residual value represents the business
                      value component of the subject property.

                      For the purpose of estimating the business value component
                      of the subject property, we have utilized the
                      aforementioned residual technique. Based on our
                      prospective market value estimate via the income
                      capitalization approach of $825,000,000, and the
                      prospective market value estimate via the cost approach of
                      $760,000,000, we conclude the total business value
                      component is equal to roundly $65,000,000.

                      ---------- 
                      (10) Federal Register, Vol. 55, No. 143, July 25, 1990, p.
                      30205.


HVS International, Mineola, New York
                              Statement of Assumptions and Limiting Conditions 1


15. Statement of Assumptions and Limiting Conditions

      A.    This self-contained appraisal report is to be used in whole and not
            in part.

      B.    No responsibility is assumed for matters of a legal nature, nor do
            we render any opinion as to title, which is assumed to be marketable
            and free of any deed restrictions and easements. The property is
            valued as though free and clear unless otherwise stated.

      C.    There are no hidden or unapparent conditions of the property,
            sub-soil or structures, such as underground storage tanks, that
            would render it more or less valuable. No responsibility is assumed
            for these conditions or any engineering that may be required to
            discover them.

      D.    We have not considered the existence of potentially hazardous
            materials used in the construction or maintenance of the building,
            such as asbestos, urea formaldehyde foam insulation, or PCBs, nor
            have we considered the presence of any form of toxic waste.
            Furthermore, we have also not considered polychlorinated biphengyls,
            pesticides, and lead-based paints. The appraisers are not qualified
            to detect any hazardous substances and urge the client to retain an
            expert in this field if desired.

      E.    We have made no survey of the property, and assume no responsibility
            in connection with such matters. Any sketches, photographs, maps,
            and other exhibits are included only to assist the reader in
            visualizing the property. It is assumed that the use of the land and
            improvements is within the boundaries of the property described, and
            that there is no encroachment or trespass unless noted.

      F.    All information, financial operating statements, estimates, and
            opinions obtained from parties not employed by HVS International are
            assumed to be true and correct. We can assume no liability resulting
            from misinformation.

      G.    Unless noted, we assume that there are no encroachments, zoning
            violations, or building violations encumbering the subject property.

      H.    The property is assumed to be in full compliance with all applicable
            federal, state, local, and private codes, laws, consents, licenses,
            and regulations (including a liquor license where appropriate), and
            that all licenses, permits, certificates, franchises, and so forth
            can be freely renewed or transferred to a purchaser.


HVS International, Mineola, New York
                              Statement of Assumptions and Limiting Conditions 2


      I.    All mortgages, liens, encumbrances, leases, and servitude's have
            been disregarded unless specified otherwise.

      J.    No portions of this appraisal report may be reproduced in any form
            without our permission, and the report cannot be disseminated to the
            public through advertising, public relations, news, sales, or other
            media.

      K.    We are not required to give testimony or attendance in court by
            reason of this analysis without previous arrangements, and only when
            our standard per-diem fees and travel costs are paid prior to the
            appearance.

      L.    If the reader is making a fiduciary or individual investment
            decision and has any questions concerning the material presented in
            this restricted appraisal report, it is recommended that the reader
            contact us.

      M.    We take no responsibility for any events or circumstances that take
            place subsequent to either the date of value or the date of our
            field inspection, whichever occurs first.

      N.    The quality of a casino hotel facility's on-site management has a
            direct effect on a property's economic viability and value. The
            financial forecasts presented in this analysis assume responsible
            ownership and competent management. Any variance from this
            assumption may have a significant impact on the projected operating
            results and value estimate.

      O.    The value estimate developed for this appraisal report is based on
            an evaluation of the overall economy, and neither takes into
            account, nor makes provision for, the effect of any sharp rise or
            decline in local or national economic conditions. To the extent that
            wages and other operating expenses may advance during the economic
            life of the property, we expect that the prices of rooms, food,
            beverages, and services will be adjusted to at least offset these
            advances. We do not warrant that the estimates will be attained, but
            they have been prepared on the basis of information obtained during
            the course of this study and are intended to reflect the
            expectations of typical investors.

      P.    This analysis assumes continuation of all Internal Revenue Service
            tax code provisions as stated or interpreted on either the date of
            value or the date of our field inspection, whichever occurs first.

      Q.    Many of the figures developed for this restricted appraisal report
            were generated using sophisticated computer models that make
            calculations based on numbers carried out to three or more decimal
            places. In the


HVS International, Mineola, New York
                              Statement of Assumptions and Limiting Conditions 3


            interest of simplicity, most numbers have been rounded to the
            nearest tenth of a percent. Thus, these figures may be subject to
            small rounding errors.

      R.    Although this analysis employs various mathematical calculations to
            provide value indications, the final estimate is subjective and may
            be influenced by our experience and other factors not specifically
            set forth is this letter.

      S.    Any distribution of the total value between the land and
            improvements or between partial ownership interests applies only
            under the stated use. Moreover, separate allocations between
            components are not valid if this restricted appraisal report is used
            in conjunction with any other analysis.

      T.    The Americans with Disabilities Act (ADA) became effective on
            January 26, 1992. We have conducted no specific compliance survey to
            determine whether the subject property is in conformity with the
            various detailed requirements of the ADA. It is possible that the
            property does not comply with the requirements of the act, and this
            could have an unfavorable effect on the property value. Because we
            have no direct evidence regarding this issue, our estimate of value
            does not consider possible noncompliance with the ADA.

      U.    This study was prepared by HVS International, a division of Hotel
            Consulting Services, Inc. All opinions, recommendations and
            conclusions expressed during this assignment have been rendered by
            the staff of Hotel Consulting Services, Inc. acting solely as
            employees and not as individuals.

      V.    This appraisal assumes the existence of a reciprocal easement
            agreement allowing the free flow of pedestrian traffic between all
            portions of the Proposed Aladdin Hotel and Casino Mixed-Use
            Development.


HVS International, Mineola, New York                                     Addenda

Addenda

      Engagement Letter
      Synopsis of LCI Agreement
      Photographs of the Subject Property
      Photographs of the Competitive Properties


HVS International, Mineola, New York                              Qualifications

Qualifications

      Mark D. Capasso
      Anne R. Lloyd-Jones, CRE
      Stephen Rushmore, CRE, MAI, CHA


                              Sunrise Casino Hotel





Calendar Years Ending:           2000                                            2001                                           
Number of Rooms:                     2,600                                           2,600                                      
Occupancy:                           93.0%                                           93.0%                                      
Average Rate:                      $137.00                                         $141.11                                      
Occupied Rooms:                    882,570                                         882,570                                      

                                 $ (000s)     %Gross      PAR(1)      POR(2)     $ (000s)      %Gross     PAR(1)       POR(2)   
- --------------------------------------------------------------------------------------------------------------------------------
REVENUE                                                                                                                         
                                                                                                     
  Gaming                         $282,030       50.1%    $108,473    $   320     $289,060       50.0%    $111,177    $327.52    
  Rooms                           120,912       21.5       46,505     137.00      124,539       21.5       47,900     141.11    
  Food                             61,222       10.9       23,547      69.37       63,058       10.9       24,253      71.45    
  Beverage                         25,777        4.6        9,914      29.21       26,551        4.6       10,212      30.08    
  Telephone                         3,529        0.6        1,357       4.00        3,635        0.6        1,398       4.12    
  Entertainment                    38,666        6.9       14,872      43.81       39,826        6.9       15,318      45.13    
  Spa                              15,144        2.7        5,825      17.16       15,599        2.7        6,000      17.67    
  Miscellaneous                    15,466        2.7        5,948      17.52       15,930        2.8        6,127      18.05    
                                 --------    -------     --------    -------     --------    -------     --------    -------    
     Total Revenues               562,746      100.0      216,441     637.62      578,198      100.0      222,384     655.13    
                                 --------    -------     --------    -------     --------    -------     --------    -------    
DEPARTMENTAL EXPENSES *                                                                                                         
  Casino                          142,881       50.7       54,954     161.89      146,525       50.7       56,356     166.02    
  Rooms                            39,923       33.0       15,355      45.23       41,121       33.0       15,816      46.59    
  Food                             59,385       97.0       22,840      67.29       61,166       97.0       23,525      69.30    
  Beverage                         16,497       64.0        6,345      18.69       16,993       64.0        6,536      19.25    
  Telephone                         1,412       40.0          543       1.60        1,454       40.0          559       1.65    
  Entertainment                    34,800       90.0       13,385      39.43       35,844       90.0       13,786      40.61    
  Spa                              11,358       75.0        4,368      12.87       11,699       75.0        4,500      13.26    
                                 --------    -------     --------    -------     --------    -------     --------    -------    
     Total Dept. Expenses         317,856       56.5      122,252     360.15      326,750       56.5      125,673     370.23    
                                 --------    -------     --------    -------     --------    -------     --------    -------    
DEPARTMENTAL INCOME               244,890       43.5       94,188     277.47      251,448       43.5       96,711     284.90    
                                 --------    -------     --------    -------     --------    -------     --------    -------    
UNDISTRIBUTED EXPENSES                                                                                                          
  Administrative and General       59,146       10.5       22,748      67.02       60,848       10.5       23,403      68.94    
  Marketing                         9,380        1.7        3,608      10.63        8,764        1.5        3,371       9.93    
  Property Maintenance             10,055        1.8        3,867      11.39       10,953        1.9        4,213      12.41    
  Energy                            8,441        1.5        3,247       9.56        8,673        1.5        3,336       9.83    
  Complimentary/Promo               3,618        0.6        1,392       4.10        3,724        0.6        1,432       4.22    
  LCI Fee                           1,097        0.2          422       1.24        1,127        0.2          434       1.28    
                                 --------    -------     --------    -------     --------    -------     --------    -------    
     Total Operating Expenses      91,737       16.3       35,283     103.94       94,089       16.2       36,188     106.61    
                                 --------    -------     --------    -------     --------    -------     --------    -------    
HOUSE PROFIT                      153,153       27.2       58,905     173.53      157,359       27.3       60,523     178.30    
                                 --------    -------     --------    -------     --------    -------     --------    -------    
FIXED EXPENSES                                                                                                                  
  Property Taxes                    7,000        1.2        2,692       7.93        7,210        1.2        2,773       8.17    
  Insurance                         1,188        0.2          457        1.3        1,224        0.2          471        1.4    
                                 --------    -------     --------    -------     --------    -------     --------    -------    
      Total                         8,188        1.5        3,149       9.28        8,434        1.5        3,244       9.56    
                                                                                                                                
EBITDA                           $144,965       25.7     $ 55,756    $164.25     $148,925       25.8     $ 57,279    $168.74    
                                                                                                                                
  Reserve for Replacement           5,627        1.0        2,164       6.38        5,782        1.0        2,224       6.55    
                                                                                                                                
Free Cash Flow                   $139,338       24.8%    $ 53,591    $157.88     $143,143       24.8%    $ 55,055    $162.19    
                                 ========    =======     ========    =======     ========    =======     ========    =======    
                                                                                                                                
  Food as a % of Gaming Rev                     21.7%                                           21.8%                           
  Beverage as a % of Gaming Rev                  9.1                                             9.2                            
  Beverage as a % of Food Rev                   42.1                                            42.1                            
  Telephone as a % of Gaming Rev                 1.3                                             1.3                            
  Telephone as a % of Rooms Rev                  2.9                                             2.9                            
  Entertainment as a % of Gaming Rev            13.7                                            13.8                            
  Entertainment as a % of Rooms Rev             32.0                                            32.0                            




Calendar Years Ending:                            2002                                             
Number of Rooms:                                      2,600                                        
Occupancy:                                            93.0%                                        
Average Rate:                                       $145.34                                        
Occupied Rooms:                                     882,570                                        

                                                $ (000s)     %Gross       PAR(1)        POR(2)     
- ----------------------------------------------------------------------------------------------------
REVENUE
                                                                                     
  Gaming                                         $297,730       50.0%     $114,512    $   337.34    
  Rooms                                           128,276       21.5        49,337        145.34    
  Food                                             64,950       10.9        24,981         73.59    
  Beverage                                         27,347        4.6        10,518         30.99    
  Telephone                                         3,744        0.6         1,440          4.24    
  Entertainment                                    41,021        6.9        15,777         46.48    
  Spa                                              16,067        2.7         6,180         18.20    
  Miscellaneous                                    16,408        2.8         6,311         18.59    
                                                 --------    -------      --------    ----------    
     Total Revenues                               595,543      100.0       229,055        674.78    
                                                 --------    -------      --------    ----------    
DEPARTMENTAL EXPENSES *                                                                             
  Casino                                          150,920       50.7        58,046        171.00    
  Rooms                                            42,354       33.0        16,290         47.99    
  Food                                             63,001       97.0        24,231         71.38    
  Beverage                                         17,502       64.0         6,732         19.83    
  Telephone                                         1,498       40.0           576          1.70    
  Entertainment                                    36,919       90.0        14,200         41.83    
  Spa                                              12,050       75.0         4,635         13.65    
                                                 --------    -------      --------    ----------    
     Total Dept. Expenses                         336,550       56.5       129,442        381.33    
                                                 --------    -------      --------    ----------    
DEPARTMENTAL INCOME                               258,993       43.5        99,613        293.45    
                                                 --------    -------      --------    ----------    
UNDISTRIBUTED EXPENSES                                                                              
  Administrative and General                       62,674       10.5        24,105         71.01    
  Marketing                                         9,027        1.5         3,472         10.23    
  Property Maintenance                             12,535        2.1         4,821         14.20    
  Energy                                            8,933        1.5         3,436         10.12    
  Complimentary/Promo                               3,835        0.6         1,475          4.35    
  LCI Fee                                           1,161        0.2           447          1.32    
                                                 --------    -------      --------    ----------    
     Total Operating Expenses                      98,165       16.4        37,756        111.23    
                                                 --------    -------      --------    ----------    
HOUSE PROFIT                                      160,828       27.1        61,857        182.23    
                                                 --------    -------      --------    ----------    
FIXED EXPENSES                                                                                      
  Property Taxes                                    7,426        1.2         2,856          8.41    
  Insurance                                         1,261        0.2           485          1.43    
                                                 --------    -------      --------    ----------    
      Total                                         8,687        1.5         3,341          9.84    
                                                                                                    
EBITDA                                           $152,140       25.6      $ 58,516    $   172.38    
                                                                                                    
  Reserve for Replacement                           5,955        1.0         2,291          6.75    
                                                                                                    
Free Cash Flow                                   $146,185       24.5%     $ 56,225    $   165.64    
                                                 ========    =======      ========    ==========    

  Food as a % of Gaming Rev                                     21.8%   
  Beverage as a % of Gaming Rev                                  9.2                                
  Beverage as a % of Food Rev                                   42.1                                
  Telephone as a % of Gaming Rev                                 1.3                                
  Telephone as a % of Rooms Rev                                  2.9                                
  Entertainment as a % of Gaming Rev                            13.8                                
  Entertainment as a % of Rooms Rev                             32.0                                




Calendar Years Ending:                            2003                                                       
Number of Rooms:                                      2,600                                                  
Occupancy:                                            93.0%                                                  
Average Rate:                                       $149.70                                                  
Occupied Rooms:                                     882,570                                                  

                                                  $ (000s)      %Gross         PAR(1)       POR(2)           
- ----------------------------------------------------------------------------------------------------
REVENUE                                           
                                                                                                
  Gaming                                          $306,650       50.0      $117,942    $   347.45              
  Rooms                                            132,124       21.5        50,817        149.70              
  Food                                              66,898       10.9        25,730         75.80              
  Beverage                                          28,168        4.6        10,834         31.92              
  Telephone                                          3,856        0.6         1,483          4.37              
  Entertainment                                     42,252        6.9        16,251         47.87              
  Spa                                               16,549        2.7         6,365         18.75              
  Miscellaneous                                     16,901        2.8         6,500         19.15              
                                                  --------    -------      --------    ----------              
     Total Revenues                                613,398      100.0       235,922        695.01              
                                                  --------    -------      --------    ----------              
DEPARTMENTAL EXPENSES *                                                                                        
  Casino                                           155,442       50.7        59,785        176.12              
  Rooms                                             43,625       33.0        16,779         49.43              
  Food                                              64,891       97.0        24,958         73.53              
  Beverage                                          18,027       64.0         6,933         20.43              
  Telephone                                          1,542       40.0           593          1.75              
  Entertainment                                     38,027       90.0        14,626         43.09              
  Spa                                               12,412       75.0         4,774         14.06              
                                                  --------    -------      --------    ----------              
     Total Dept. Expenses                          346,642       56.5       133,324        392.76              
                                                  --------    -------      --------    ----------              
DEPARTMENTAL INCOME                                266,756       43.5       102,598        302.25              
                                                  --------    -------      --------    ----------              
UNDISTRIBUTED EXPENSES                                                                                         
  Administrative and General                        64,553       10.5        24,828         73.14              
  Marketing                                          9,297        1.5         3,576         10.53              
  Property Maintenance                              12,911        2.1         4,966         14.63              
  Energy                                             9,201        1.5         3,539         10.43              
  Complimentary/Promo                                3,950        0.6         1,519          4.48              
  LCI Fee                                            1,196        0.2           460          1.36              
                                                  --------    -------      --------    ----------              
     Total Operating Expenses                      101,108       16.4        38,888        114.56              
                                                  --------    -------      --------    ----------              
HOUSE PROFIT                                       165,648       27.1        63,711        187.69              
                                                  --------    -------      --------    ----------              
FIXED EXPENSES                                                                                                 
  Property Taxes                                     7,649        1.2         2,942          8.67              
  Insurance                                          1,298        0.2           499          1.47              
                                                  --------    -------      --------    ----------              
      Total                                          8,947        1.5         3,441         10.14              
                                                                                                               
EBITDA                                            $156,701       25.6      $ 60,270    $   177.55              
                                                                                                               
  Reserve for Replacement                            6,134        1.0         2,359          6.95              
                                                                                                               
Free Cash Flow                                    $150,567       24.5%     $ 57,910    $   170.60              
                                                  ========    =======      ========    ==========              

  Food as a % of Gaming Rev                                      21.8%     
  Beverage as a % of Gaming Rev                                   9.2                                           
  Beverage as a % of Food Rev                                    42.1                                           
  Telephone as a % of Gaming Rev                                  1.3                                           
  Telephone as a % of Rooms Rev                                   2.9                                           
  Entertainment as a % of Gaming Rev                             13.8                                           
  Entertainment as a % of Rooms Rev                              32.0                                           



* Departmental expenses expressed as a percentage of departmental revenues 

(1)   Per Available Room

(2)   Per Occupied Room



==========================================================
Gaming Devices
- --------------

Weighted Average Wager                             $2.45
Weighted Average Decision per Minute                 7.5
Weighted Average Hold                               6.51%
Hours Open                                          12.0

Subject:
Weighted Average Wager                               ERR
Weighted Average Decision per Minute                 ERR
Weighted Average Hold                                ERR
==========================================================



==============================================================================================================================

Calculation of Marketwide Gaming Revenue - Gaming Devices

Year                           Units   Absolute Change  % change  Utilization Factor  WPU/day    Total WIN     Absolute Change
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Historical 1994                37,245                                  12.2%            $105   $1,428,500,000
Historical 1995                36,191      (1,054)        -2.8%        12.7%            $104   $1,369,914,000    (58,586,000) 
Prior Year LTM                 37,483                                  12.4%            $107   $1,467,537,000
                               -----------------------------------------------------------------------------------------------
Historical 1996                37,197       1,006          2.8%        11.6%            $106   $1,442,373,000    (25,164,000) 
                               -----------------------------------------------------------------------------------------------
LTM Adjustment:
                                                          Year         Month            Day
                                                        -------------------------------------
New Competition Enters Market                             1997           1               1       01-Jan-97
                                                        -------------------------------------
Periods to Inflate Base                     0.00
                                       ---------------
Growth Rate                                 5.0%
- ------------------------------------------------------

                               -----------------------------------------------------------------------------------------------
BASE YEAR                      37,197         0           0.0%         12.3%            $106   $1,442,565,817      192,817    
- ------------------------------------------------------------------------------------------------------------------------------

Projected                                                           growth rate
1997                           40,598       3,401         9.14%        -3.0%            $103   $1,527,229,000    $84,663,183  
1998                           42,267       1,669         4.11%         1.0%            $104   $1,605,914,000    $78,685,000  
1999                           48,758       6,491        15.36%        -2.0%            $102   $1,815,486,000   $209,572,000  
2000                           57,539       8,781        18.01%        -2.0%            $100   $2,099,594,000   $284,108,000  
2001                           57,539         0           0.00%         2.0%            $102   $2,141,586,000    $41,992,000  
2002                           57,539         0           0.00%         3.0%            $105   $2,205,833,000    $64,247,000  
2003                           57,539         0           0.00%         3.0%            $108   $2,272,008,000    $66,175,000  
2004                           57,539         0           0.00%         3.0%            $111   $2,340,169,000    $68,161,000  
2005                           57,539         0           0.00%         3.0%            $115   $2,410,374,000    $70,205,000  
2006                           57,539         0           0.00%         3.0%            $118   $2,482,685,000    $72,311,000  

Avg Annual % Chg                3.95%                                                              5.55%

==============================================================================================================================


Year                           % change
- ---------------------------------------
                                       
Historical 1994                        
Historical 1995                 -4.1%  
Prior Year LTM                         
                             ----------
Historical 1996                 -1.7%  
                             ----------
LTM Adjustment:                        
                                       
                                       
New Competition Enters Market          
                                       
Periods to Inflate Base                
                                       
Growth Rate                            
- -----------------------------          
                                       
                             ----------
BASE YEAR                        5.0%  
- ---------------------------------------
                                       
Projected                              
1997                            5.87%  
1998                            5.15%  
1999                           13.05%  
2000                           15.65%  
2001                            2.00%  
2002                            3.00%  
2003                            3.00%  
2004                            3.00%  
2005                            3.00%  
2006                            3.00%  
                                       
Avg Annual % Chg             

=======================================

================================================================================

Regression Analysis

X Coefficient                                                        ERR
Constant                                                             ERR

                                                               ----------------
% of Demand Induced                                                -8.50%
                                                               ----------------

                                                               ----------------
Phase In - 1997                                                    100.00%
Phase In - 1998                                                    -35.00%
Phase In - 1999                                                    -41.00%
Phase In - 2000                                                    -44.00%
Phase In - 2001                                                    -47.00%
                                                               ----------------

                                                               ----------------
Annual Growth Rate                                                  3.00%
                                                               ----------------

================================================================================



==========================================================
Gaming Devices
- --------------

Weighted Average Wager                             $2.45
Weighted Average Decision per Minute                 7.5
Weighted Average Hold                               6.51%
Hours Open                                          12.0

Subject:
Weighted Average Wager                               ERR
Weighted Average Decision per Minute                 ERR
Weighted Average Hold                                ERR
==========================================================



==============================================================================================================================

Calculation of Marketwide Gaming Revenue - Gaming Devices

Year                           Units   Absolute Change  % change  Utilization Factor  WPU/day    Total WIN     Absolute Change
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Historical 1994                37,245                                  12.2%            $105   $1,428,500,000
Historical 1995                36,191      (1,054)        -2.8%        12.7%            $104   $1,369,914,000    (58,586,000) 
Prior Year LTM                 37,483                                  12.4%            $107   $1,467,537,000
                               -----------------------------------------------------------------------------------------------
Historical 1996                37,197       1,006          2.8%        11.6%            $106   $1,442,373,000    (25,164,000) 
                               -----------------------------------------------------------------------------------------------
LTM Adjustment:
                                                          Year         Month            Day
                                                        -------------------------------------
New Competition Enters Market                             1997           1               1       01-Jan-97
                                                        -------------------------------------
Periods to Inflate Base                     0.00
                                       ---------------
Growth Rate                                 5.0%
- ------------------------------------------------------

                               -----------------------------------------------------------------------------------------------
BASE YEAR                      37,197         0           0.0%         12.3%            $106   $1,442,565,817      192,817    
- ------------------------------------------------------------------------------------------------------------------------------

Projected                                                           growth rate
1997                           40,598       3,401         9.14%        -3.0%            $103   $1,527,229,000    $84,663,183  
1998                           42,267       1,669         4.11%         1.0%            $104   $1,605,914,000    $78,685,000  
1999                           48,758       6,491        15.36%        -2.0%            $102   $1,815,486,000   $209,572,000  
2000                           57,539       8,781        18.01%        -2.0%            $100   $2,099,594,000   $284,108,000  
2001                           57,539         0           0.00%         2.0%            $102   $2,141,586,000    $41,992,000  
2002                           57,539         0           0.00%         3.0%            $105   $2,205,833,000    $64,247,000  
2003                           57,539         0           0.00%         3.0%            $108   $2,272,008,000    $66,175,000  
2004                           57,539         0           0.00%         3.0%            $111   $2,340,169,000    $68,161,000  
2005                           57,539         0           0.00%         3.0%            $115   $2,410,374,000    $70,205,000  
2006                           57,539         0           0.00%         3.0%            $118   $2,482,685,000    $72,311,000  

Avg Annual % Chg                3.95%                                                              5.55%

==============================================================================================================================


Year                           % change
- ---------------------------------------
                                       
Historical 1994                        
Historical 1995                 -4.1%  
Prior Year LTM                         
                             ----------
Historical 1996                 -1.7%  
                             ----------
LTM Adjustment:                        
                                       
                                       
New Competition Enters Market          
                                       
Periods to Inflate Base                
                                       
Growth Rate                            
- -----------------------------          
                                       
                             ----------
BASE YEAR                        5.0%  
- ---------------------------------------
                                       
Projected                              
1997                            5.87%  
1998                            5.15%  
1999                           13.05%  
2000                           15.65%  
2001                            2.00%  
2002                            3.00%  
2003                            3.00%  
2004                            3.00%  
2005                            3.00%  
2006                            3.00%  
                                       
Avg Annual % Chg             

=======================================

================================================================================

Regression Analysis

X Coefficient                                                        ERR
Constant                                                             ERR

                                                               ----------------
% of Demand Induced                                                -8.50%
                                                               ----------------

                                                               ----------------
Phase In - 1997                                                    100.00%
Phase In - 1998                                                    -35.00%
Phase In - 1999                                                    -41.00%
Phase In - 2000                                                    -44.00%
Phase In - 2001                                                    -47.00%
                                                               ----------------

                                                               ----------------
Annual Growth Rate                                                  3.00%
                                                               ----------------

================================================================================



HVS International, Mineola, New York                  Nature of the Assignment 1

2. Nature of the Assignment

Subject of the
Appraisal                The subject of the appraisal is the fee simple interest
                         in a +/- 34.31-acre parcel of land currently improved
                         with the Aladdin Hotel and Casino and Performing Arts
                         Center. The subject's civic address is 3667 Las Vegas
                         Boulevard, Las Vegas, Nevada. While the site is
                         currently improved, this appraisal assumes the
                         demolition of all of the current improvements, with the
                         exception of the Performing Arts Center. A new
                         mixed-use development is currently proposed for the
                         subject site consisting of a 2,600-room hotel and a
                         110,000-square-foot casino (the Aladdin Hotel and
                         Casino). The hotel and casino are also expected to
                         include approximately 71,500 square feet of meeting
                         space, a 1,400-seat show room, a 7,000-seat performing
                         arts center, nine separate food and beverage outlets,
                         and an expansive array of back-of-the-house facilities
                         typical of a large hotel and casino. The remaining
                         components of the mixed-use development will include a
                         450,000-square-foot shopping mall, a parking garage, a
                         second hotel with 1,000 rooms, and a central utility
                         plant. According to the developers, a reciprocal
                         easement agreement will be signed between all parties
                         involved with the mixed-use development. As such, a
                         free flow of pedestrian traffic will be allowed between
                         all components of the development. A draft copy of the
                         reciprocal easement agreement, as provided by the
                         developers of the project, is contained in the
                         appraisers' workfile.

                         Based on a site plan provided by the project's
                         developers, the hotel and casino portion of the
                         development will encompass +/- 18.16 acres of the
                         +/- 34.31-acre site. For purposes of this appraisal, we
                         have been asked to render an opinion as to the
                         prospective market value of the land and improvements
                         for the Aladdin Hotel and Casino portion of the
                         development, the market value of the entire +/- 34.31
                         acres of land as if vacant and ready for development,
                         and the market value of the +/- 18.16 acres of land
                         allocated to the redeveloped Aladdin Hotel and Casino
                         as if vacant and ready for development. As mentioned,
                         the subject site is located on Las Vegas Boulevard (The
                         Strip) in Las Vegas, Nevada.


HVS International, Mineola, New York                  Nature of the Assignment 2


                               INSERT STATE MAP


HVS International, Mineola, New York                  Nature of the Assignment 3


Objective of the       The purpose of the assignment is to estimate the      
Appraisal              prospective market value of the Aladdin Hotel and Casino
                       when construction has been completed and the improvements
                       are operational; the market value of the underlying
                       +/- 34.31 acres of land of the entire site; and the
                       market value of the +/- 18.16 acres of land allocated to
                       the Aladdin Hotel and Casino portion of the development.
                       Market value is defined by the Office of the Comptroller
                       of the Currency (OCC), 12CFR, Part 34 as follows:

                           The most probable price which a property should bring
                           in a competitive and open market under all conditions
                           requisite to a fair sale, the buyer and seller each
                           acting prudently and knowledgeably, and assuming the
                           price is not affected by undue stimulus. Implicit in
                           this definition is the consummation of a sale as of a
                           specified date and the passing of title from seller
                           to buyer under conditions whereby:

                           1. buyer and seller are typically motivated;

                           2. both parties are well informed or well advised,
                              and acting in what they consider their own best
                              interests;

                           3. a reasonable time is allowed for exposure in the
                              open market;

                           4. payment is made in terms of cash in United States
                              dollars or in terms of financial arrangements
                              comparable thereto; and

                           5. the price represents the normal consideration for
                              the property sold unaffected by special or
                              creative financing or sales concessions granted by
                              anyone associated with the sale.(1)

                       "Prospective" market value is the forecast of the value
                       expected at a specified future date.

Marketing and          We estimate the marketing period for valuation purposes  
Exposure Periods       of the subject property to be up to six months, assuming 
                       that it is ultimately transacted at or near the concluded
                       market value. Historically, the market for gaming        
                       investments has comprised a limited number of licensed   
                       individuals, partnerships, and corporations with         
                       extensive gaming experience. In addition, the significant
                       barriers to entry have substantially limited the pool of 
                       qualified buyers. However, of the limited pool of buyers,
                       many would be eager to purchase a hotel and casino of the
                       size, scope, and location of the proposed subject        
                       property. The exposure period, referring to the amount of
                       time necessary for the real estate to have been exposed  
                       retrospectively, prior to our date of value, is also     
                       estimated to be less than or equal to six months.

- ----------

(1)   The Dictionary of Real Estate Appraisal - Third Edition, Appraisal
      Institute, Chicago, IL, 1993, pp. 222-223.


HVS International, Mineola, New York                  Nature of the Assignment 4


Use of the Appraisal   This appraisal is being prepared for use by The Bank of
                       Nova Scotia, New York Agency, in connection with
                       financing sought by Aladdin Gaming, LLC.

Property Rights        The property right appraised is the fee simple interest  
Appraised              in the land and improvements, including furniture,       
                       fixtures, and equipment. Fee simple interest is defined  
                       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."(2) The subject property is being
                       appraised as a going concern (i.e., an open and operating
                       facility).

Method of Study        The methodology used to develop this appraisal is based
                       on the market research and valuation techniques set forth
                       in the textbooks we authored for the American Institute
                       of Real Estate Appraisers and the Appraisal Institute,
                       entitled The Valuation of Hotels and Motels,(3) Hotels,
                       Motels and Restaurants: Valuations and Market Studies,(4)
                       The Computerized Income Approach to Hotel/Motel Market
                       Studies and Valuations,(5) and Hotels and Motels: A Guide
                       to Market Analysis, Investment Analysis, and
                       Valuations.(6) In addition, forecasting models developed
                       by HVS Gaming Services have been utilized in the analysis
                       of the regional market and the subject property. The
                       specific steps incorporated in our analysis are outlined
                       as follows:

                           1. The subject site has been evaluated from the
                              viewpoint of its physical utility for the
                              operation of a casino hotel, as well as access,
                              visibility, and other relevant locational factors.

                           2. The surrounding economic environment, on both an
                              area and neighborhood level, have been reviewed to
                              identify specific gaming- and lodging-related
                              economic and demographic trends that may have an
                              impact on the demand for gaming and lodging
                              facilities.

                           3. An overview of the U.S. gaming industry has been
                              presented to provide an expanded vision of the
                              industry.

- ----------
(2)   The Dictionary of Real Estate Appraisal - Third Edition, Appraisal
      Institute, Chicago, IL, 1993, p. 140.
(3)   The Valuation of Hotels and Motels, Stephen Rushmore, American Institute
      of Real Estate Appraisers, Chicago, IL, 1978.
(4)   Hotels, Motels and Restaurants: Valuations and Market Studies, Stephen
      Rushmore, American Institute of Real Estate Appraisers, Chicago, IL, 1983.
(5)   The Computerized Income Approach to Hotel/Motel Market Studies and
      Valuations, Stephen Rushmore, American Institute of Real Estate
      Appraisers, Chicago, IL, 1990.
(6)   Hotels and Motels: A Guide to Market Analysis, Investment Analysis, and
      Valuations, Stephen Rushmore, Appraisal Institute, Chicago, IL, 1992.


HVS International, Mineola, New York                  Nature of the Assignment 5


                           4. An analysis of the market's and the subject
                              property's table game and gaming device supply and
                              demand was performed via a win per unit per day
                              (WPUPD) model. The WPUPD model is based on the
                              actual WPUPD attained by the market. The resultant
                              statistic provides insight into demand at given
                              supply levels.

                           5. The projected marketwide table game and gaming
                              device WPUPD figures were then multiplied by the
                              proposed gaming inventory levels to arrive at an
                              estimate of total gaming win.

                           6. The subject property's gaming revenue, or win, was
                              projected based on a market penetration model.
                              Market penetration levels were based on the
                              historical performance of the subject property and
                              the quality and quantity of current and proposed
                              competition.

                           7. Documentation for an occupancy and average rate
                              projection was derived from an analysis based on
                              marketwide lodging activity and trends.

                           8. A detailed projection of income and expense shows
                              the anticipated economic benefits of the subject
                              property and provides the basis for the income
                              capitalization approach.

                           9. The appraisal considered the three approaches to
                              value: cost, sales comparison, and income
                              capitalization. Because casino hotel facilities
                              are income-producing properties that are normally
                              bought and sold on the basis of capitalization of
                              their anticipated stabilized earning power, the
                              greatest weight is given to the value indicated by
                              the income capitalization approach. We find that
                              most investors employ a similar procedure in
                              formulating their purchase decisions, and thus the
                              income capitalization approach most closely
                              reflects the rationale of typical buyers.

Scope of the           All information was collected and analyzed by staff of   
Assignment             HVS International. Descriptive data and site plans for   
                       the proposed subject property were supplied by the       
                       developers, Aladdin Holdings, LLC. The site has been     
                       inspected and the developers and future management have  
                       been interviewed. We have gathered economic data and     
                       information on improved sales, areawide and competitive  
                       casino revenues, occupancies and average rates, operating
                       expenses, construction costs, and capitalization and     
                       equity yield rates. We have spoken with buyers, sellers, 
                       brokers, developers and public officials. We have        
                       analyzed this information and have considered the sales  
                       comparison, cost, and income approaches to value. Based  
                       on our findings, we have prepared a forecast of income   
                       and expense representing a


HVS International, Mineola, New York                  Nature of the Assignment 6


                       stabilized year and capitalized the net income based on
                       current required debt and equity returns. The value
                       conclusion is based upon this investigation and analysis
                       and is conveyed herein.

Ownership and          The subject property is being developed by Aladdin Gaming
Management             LLC and will be owned jointly by Aladdin Gaming, LLC,    
                       London Clubs International, and Preferred Shareholders.  
                       This appraisal is predicated upon professional management
                       of the subject property by Aladdin Gaming, LLC, or an    
                       alternative professional gaming company with a proven,   
                       successful record of managing facilities of this nature. 

Pertinent Dates        The subject site was inspected by Mark D. Capasso and
                       Anne R. Lloyd-Jones, CRE, on August 7, 1997. Stephen
                       Rushmore, CRE, MAI, CHA did not physically inspect the
                       subject site but actively participated in the analysis.
                       The effective date of the prospective market value for
                       the Aladdin Hotel and Casino is January 1, 2000, the
                       anticipated date of opening. The effective date of value
                       for both the entire +/- 34.31-acre site and the +/- 18.16
                       acres of land allocated to the hotel and casino portion
                       of the development is August 7, 1997. All projections are
                       expressed in inflated dollars. The prospective market
                       value estimate of the Aladdin Hotel and Casino represents
                       2000 dollars, while the value estimates for the entire
                       subject site and the hotel and casino portion of the site
                       represent 1997 dollars.


==========================================================
Gaming Devices
- --------------

Weighted Average Wager                             $2.45
Weighted Average Decision per Minute                 7.5
Weighted Average Hold                               6.51%
Hours Open                                          12.0

Subject:
Weighted Average Wager                               ERR
Weighted Average Decision per Minute                 ERR
Weighted Average Hold                                ERR
==========================================================



==============================================================================================================================

Calculation of Marketwide Gaming Revenue - Gaming Devices

Year                           Units   Absolute Change  % change  Utilization Factor  WPU/day    Total WIN     Absolute Change
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Historical 1994                37,245                                  12.2%            $105   $1,428,500,000
Historical 1995                36,191      (1,054)        -2.8%        12.7%            $104   $1,369,914,000    (58,586,000) 
Prior Year LTM                 37,483                                  12.4%            $107   $1,467,537,000
                               -----------------------------------------------------------------------------------------------
Historical 1996                37,197       1,006          2.8%        11.6%            $106   $1,442,373,000    (25,164,000) 
                               -----------------------------------------------------------------------------------------------
LTM Adjustment:
                                                          Year         Month            Day
                                                        -------------------------------------
New Competition Enters Market                             1997           1               1       01-Jan-97
                                                        -------------------------------------
Periods to Inflate Base                     0.00
                                       ---------------
Growth Rate                                 5.0%
- ------------------------------------------------------

                               -----------------------------------------------------------------------------------------------
BASE YEAR                      37,197         0           0.0%         12.3%            $106   $1,442,565,817      192,817    
- ------------------------------------------------------------------------------------------------------------------------------

Projected                                                           growth rate
1997                           40,598       3,401         9.14%        -3.0%            $103   $1,527,229,000    $84,663,183  
1998                           42,267       1,669         4.11%         1.0%            $104   $1,605,914,000    $78,685,000  
1999                           48,758       6,491        15.36%        -2.0%            $102   $1,815,486,000   $209,572,000  
2000                           57,539       8,781        18.01%        -2.0%            $100   $2,099,594,000   $284,108,000  
2001                           57,539         0           0.00%         2.0%            $102   $2,141,586,000    $41,992,000  
2002                           57,539         0           0.00%         3.0%            $105   $2,205,833,000    $64,247,000  
2003                           57,539         0           0.00%         3.0%            $108   $2,272,008,000    $66,175,000  
2004                           57,539         0           0.00%         3.0%            $111   $2,340,169,000    $68,161,000  
2005                           57,539         0           0.00%         3.0%            $115   $2,410,374,000    $70,205,000  
2006                           57,539         0           0.00%         3.0%            $118   $2,482,685,000    $72,311,000  

Avg Annual % Chg                3.95%                                                              5.55%

==============================================================================================================================


Year                           % change
- ---------------------------------------
                                       
Historical 1994                        
Historical 1995                 -4.1%  
Prior Year LTM                         
                             ----------
Historical 1996                 -1.7%  
                             ----------
LTM Adjustment:                        
                                       
                                       
New Competition Enters Market          
                                       
Periods to Inflate Base                
                                       
Growth Rate                            
- -----------------------------          
                                       
                             ----------
BASE YEAR                        5.0%  
- ---------------------------------------
                                       
Projected                              
1997                            5.87%  
1998                            5.15%  
1999                           13.05%  
2000                           15.65%  
2001                            2.00%  
2002                            3.00%  
2003                            3.00%  
2004                            3.00%  
2005                            3.00%  
2006                            3.00%  
                                       
Avg Annual % Chg             

=======================================

================================================================================

Regression Analysis

X Coefficient                                                        ERR
Constant                                                             ERR

                                                               ----------------
% of Demand Induced                                                -8.50%
                                                               ----------------

                                                               ----------------
Phase In - 1997                                                    100.00%
Phase In - 1998                                                    -35.00%
Phase In - 1999                                                    -41.00%
Phase In - 2000                                                    -44.00%
Phase In - 2001                                                    -47.00%
                                                               ----------------

                                                               ----------------
Annual Growth Rate                                                  3.00%
                                                               ----------------

================================================================================



HVS International, Mineola, New York                      Highest and Best Use 1


9. Highest and Best Use

                       The Appraisal Institute recognizes the concept of highest
                       and best use as a fundamental element in the
                       determination of value of real property, either as if
                       vacant or as improved. Highest and best use is defined as
                       follows:

                       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.(7)

As if Vacant           An analysis as to the highest and best use of the land
                       should be made first and may be influenced by many
                       factors. In estimating highest and best use, there are
                       four stages of analysis:

                           1. Physically possible use. What uses of the site are
                              physically possible?

                              Despite the site's slightly irregular layout, the
                              size of the subject site (+/- 34.31 acres) and its
                              location and frontage along the Las Vegas Strip,
                              are considered to be highly conducive to a
                              large-scale mixed-use development with a hotel and
                              casino and various other developments. All
                              utilities are available to the site. In general,
                              the site is appropriate for a mixed-use
                              development including a hotel and casino.

                           2. Legally permissible use. What uses are permitted
                              by zoning and deed restrictions?

                              As detailed in the "Property Description" section
                              of this report, the site is zoned H1 - Limited
                              Resort and Apartment District. This ordinance
                              allows for a variety of uses, including lodging
                              and casino gaming.

                           3. Financially feasible use. Which possible and
                              permissible uses will produce a net return to the
                              owner of the site?

                              Despite several new hotel and casino developments
                              currently proposed for the Las Vegas Strip, the
                              market continues to support an efficiently
                              operated and marketed hotel and casino. In
                              addition, other forms of commercial development,
                              such as retail, appear to be in demand. As such,
                              some form of


HVS International, Mineola, New York                      Highest and Best Use 2


                              mixed-use development consisting of a hotel and
                              casino and retail represents the highest possible
                              return to the owner of the site.

                           4. Maximally productive use. Among the feasible uses,
                              which use will produce the highest net return or
                              the highest present worth?

                              In consideration of the foregoing factors
                              influencing development in the subject's immediate
                              area, it is the appraisers' opinion that the
                              highest and best use of the subject site as if
                              vacant is as a mixed-use development consisting of
                              a hotel and casino, retail component, and various
                              other facilities.

- --------
(7)   The Dictionary of Real Estate Appraisal - Third Edition, Appraisal
      Institute, Chicago, IL., 1992, p. 149


HVS International, Mineola, New York                             Cost Approach 1


12.

Cost Approach          Market value is determined via the cost approach by first
                       estimating the market value of the subject land as if
                       vacant and available for its highest and best use, and
                       then adding the cost to construct the proposed subject
                       improvements.

                       We have found that knowledgeable buyers of gaming
                       facilities generally base their purchase decisions on
                       economic factors such as forecasted net income and return
                       on investment. In addition, gaming facilities are a
                       hybrid real estate and business investment. The gaming
                       portion of the investment, which generates the majority
                       of the income (and value) of a casino or a casino hotel,
                       is a management-intensive business which requires special
                       licensing and intangible expertise to operate profitably.
                       As gaming revenue and profit bear no relationship to the
                       rental of space, as is normally the case in real estate
                       investments, the net income and value of a casino also
                       bear no relationship to the replacement cost new of such
                       a facility. Successful casinos often generate income to
                       support values well in excess of the replacement cost new
                       of the physical plant which houses the business. In such
                       cases, the amount by which the value of the casino
                       exceeds the replacement cost new of the physical land and
                       improvements is considered to be the value attributable
                       to the business, not the real and personal property
                       components of the investment.

                       In the valuation of successful casinos, the cost approach
                       is relevant to distinguish the value of the real and
                       personal property components from that of the business
                       component. However, not all casinos are highly successful
                       and, in fact, many generate levels of net income which
                       are insufficient to cover the cost of capital for new
                       development. Such properties generally suffer from a
                       combination of depreciation due to physical deterioration
                       and incurable functional obsolescence. The reliability of
                       the cost approach in estimating market value is further
                       diminished by the quantification of incurable functional
                       obsolescence, which is based on numerous subjective
                       adjustments.

                       In the case of a proposed hotel and casino, the
                       comparison of the development cost budget with the market
                       value estimate based on the project's economic return
                       forms the basis for the feasibility conclusion.

Land Value             The sales comparison approach is typically the most
                       appropriate technique for valuing land. This technique
                       compares the sales data to the subject site and adjusts
                       for discrepancies in the real property rights conveyed,
                       financing terms, conditions of sale, date of sale, and
                       physical attributes such as size, topography,
                       configuration, location, existing entitlement,
                       accessibility, availability of off-site improvements, and
                       removal of non-contributory existing improvements.


HVS International, Mineola, New York                             Cost Approach 2


                       In an attempt to locate comparable land sales for the
                       subject property, we have used several sources, including
                       real estate brokers, local appraisers, and county
                       officials. The following data pertain to the most
                       comparable vacant land sales that have occurred in the
                       subject's area in recent years. Based on discussions with
                       local real estate brokers and appraisers, the following
                       land sales offer the most current indication of land
                       value. Note that the entire subject site consists of
                       approximately 34.31 acres of land or +/- 1,494,544 square
                       feet. In addition, the portion of the subject site to
                       contain the hotel and casino equates to +/- 18.16 acres,
                       or +/- 791,050 square feet.


HVS International, Mineola, New York                             Cost Approach 3


The six comparable land transactions are described as follows:

Land Sale #1:
- -------------

Location:                       3782 Las Vegas Boulevard, North of Tropicana
                                Avenue
                                Las Vegas, Nevada
Grantor:                        New York-New York (MGM Grand)
Grantee:                        La Quinta Inns
Size:                           +/- 2.06 acres, or +/- 89,734 square feet
Zoning:                         H1, Clark County
Date of Sale:                   March 1, 1997
Consideration:                  $13,500,000
Terms:                          All cash
Price per Acre:                 $6,553,998
Price per Square Foot:          $150.45
Frontage on Las Vegas Blvd.     200 feet
Proposed Use:                   Currently improved with a La Quinta motel and
                                Carrows Restaurant.  Purchased for future
                                expansion of the New York-New York Hotel and
                                Casino.


HVS International, Mineola, New York                             Cost Approach 4


Land Sale #2:
- -------------

Location:                       4375 Las Vegas Boulevard, South of Diablo Street
                                Las Vegas, Nevada
Grantor:                        Starfield Golf
Grantee:                        Cheung S. Kheng
Size:                           +/- 4.32 acres, or +/- 188,179 square feet
Zoning:                         H1, Clark County
Date of Sale:                   January 16, 1996
Consideration:                  $4,750,000
Terms:                          All cash
Price per Acre:                 $1,099,537
Price per Square Foot:          $25.24
Frontage on Las Vegas Blvd.     324 feet
Proposed Use:                   Currently improved with a 144-unit motel in poor
                                condition. Future uses are unknown.


HVS International, Mineola, New York                             Cost Approach 5


Land Sale #3:
- -------------

Location:                       2616 E. Russel Road, SEC of Russel Road and Las
                                Vegas Boulevard
                                Las Vegas, Nevada
Grantor:                        Russell/I-15 Ltd.
Grantee:                        Circus Circus Enterprises
Size:                           +/- 73.74 acres, or +/- 3,212,114 square feet
Zoning:                         H1, Clark County
Date of Sale:                   March 3, 1995
Consideration:                  $73,000,000
Terms:                          All cash
Price per Acre:                 $989,965
Price per Square Foot:          $22.73
Frontage on Las Vegas Blvd.:    1,600 feet
Proposed Use:                   Currently vacant land, it will be the future
                                site of Project Paradise.


HVS International, Mineola, New York                             Cost Approach 6


Land Sale #4:
- -------------

Location:                       3786 Las Vegas Boulevard, North of Tropicana
                                Las Vegas, Nevada
Grantor:                        Patricia L. Goldman
Grantee:                        New York-New York (MGM Grand)
Size:                           +/- 2.07 acres, or +/- 90,169 square feet
Zoning:                         H1, Clark County
Date of Sale:                   February 17, 1995
Consideration:                  $8,000,000
Terms:                          All cash
Price per Acre:                 $3,864,734
Price per Square Foot:          $88.72
Frontage on Las Vegas Blvd.:    152 feet
Proposed Use:                   Improved with a 72-unit motel at the time of
                                sale. The site was purchased in order to
                                construct the New York-New York Hotel and
                                Casino.


HVS International, Mineola, New York                             Cost Approach 7



Land Sale #5:
- -------------

Location:                       Las Vegas Boulevard, NEC of Las Vegas Boulevard
                                and Diablo Street
                                Las Vegas, Nevada
Grantor:                        Benjamin Schlomi
Grantee:                        Chetak Development
Size:                           +/- 2.51 acres, or +/- 109,336 square feet
Zoning:                         H1, Clark County
Date of Sale:                   March 7, 1994
Consideration:                  $3,700,000
Terms:                          All cash
Price per Acre:                 $1,474,104
Price per Square Foot:          $33.84
Frontage on Las Vegas Blvd.:    260 feet
Proposed Use:                   Currently vacant land. The site is being held
                                for future development.


HVS International, Mineola, New York                             Cost Approach 8


                       Land Sale #6:
                       -------------

                       Location:                     Las Vegas Boulevard, NWC of
                                                     Las Vegas Boulevard and
                                                     Tropicana Avenue
                                                     Las Vegas, Nevada
                       Grantor:                      Universal Resorts
                       Grantee:                      Tracinda Corporation (New
                                                     York-New York, MGM Grand)
                       Size:                         +/- 17.619 acres,
                                                     or +/- 767,482 square feet
                       Zoning:                       H1, Clark County
                       Date of Sale:                 December 15, 1992
                       Consideration:                $31,500,000
                       Terms:                        All cash
                       Price per Acre:               $1,787,843
                       Price per Square Foot:        $41.04
                       Frontage on Las Vegas Blvd.:  692 feet
                       Proposed Use:                 The site was the main
                                                     parcel of the New York-New
                                                     York Hotel and Casino.

                       In addition to the previous land sales, we have
                       investigated one listing for an +/- 11-acre site located
                       across Las Vegas Boulevard from the subject property.
                       This site is currently vacant with the exception of a
                       heliport and tour company which conducts Grand Canyon
                       sightseeing tours. According to the site's broker, the
                       owner of the property turned down an offer of
                       $72,000,000, or roundly $6,500,000 per acre for the site.
                       This offer was made roughly one and a half years ago by
                       Steve Wynn, the owner of Mirage Resorts. In addition, the
                       owner of the vacant site turned down an offer by Harvey's
                       Casino Corporation roughly two months ago for
                       $90,000,000, or roundly $8,200,000 per acre. The owner's
                       asking price is reportedly $10,000,000 per acre. While
                       this information does not constitute specific evidence of
                       market values, it does reflect the value perceptions of
                       two professional casino developers for land within the
                       immediate vicinity of the subject property.

                       Land Valuation - Hotel and Casino Site

                       As mentioned in the "Nature of the Assignment" section of
                       this report, we have been instructed by our client to
                       value the entire +/- 34.31-acre subject site and the
                       +/- 18.16 acres of land dedicated to the construction of
                       the Proposed Aladdin Hotel and Casino. In order to derive
                       an estimate of value for the portion of the site
                       dedicated to the Proposed Aladdin Hotel and Casino from
                       the preceding sales data, we have created the following
                       land sales adjustment grid. The six sales range from
                       December 1992 to March 1997. We have made linear
                       adjustments at 30% per year to account


HVS International, Mineola, New York                             Cost Approach 9


                       for the passage of time for these sales. While this
                       adjustment for time appears high, the current development
                       environment has created a significant upward pressure on
                       land values. This is evidenced by the difference in sales
                       prices for sale four and sale one. Sale four represents
                       the transaction of a roughly two-acre parcel used for the
                       New York-New York hotel and casino. Sale one was also a
                       roughly two-acre parcel used for the New York-New York
                       Hotel and Casino. These two sales took place
                       approximately two years apart and the difference in price
                       equated to $5,500,000. This equates to roughly a 30%
                       per-year increase, or 2.5% per month.

                       We have also interviewed various real estate brokers in
                       the Las Vegas area who indicated land values, especially
                       on the Strip, have averaged increases of between 25% and
                       50% per year since 1995. The tremendous increases in land
                       values on the Strip are attributable to the success of
                       the new, large, mega-resorts that have been developed
                       over the past few years. As investors realized the
                       strength and depth of the Las Vegas Strip gaming market,
                       it became clear that higher and higher land costs were
                       justified. As the major Strip mega-resort development
                       took place between 1994 and 1995, we have added an
                       additional upward adjustment to sale six for time. Sale
                       six transacted in December 1992 before the first
                       mega-resorts opened and investors realized the value of a
                       Strip location.

                       Cumulative adjustments necessary to account for
                       differences in location and size have also been applied.
                       The following grid details the various adjustments made
                       to the aforementioned land sales.


HVS International, Mineola, New York                            Cost Approach 10


Land Sales Adjustment Grid



- --------------------------------------------------------------------------------------------------------------------
                  Subject       Land Sale #1  Land Sale #2   Land Sale #3  Land Sale #4   Land Sale #5  Land Sale #6
- --------------------------------------------------------------------------------------------------------------------
                                                                                            
Sale Price              N/A      $13,500,000    $4,750,000    $73,000,000    $8,000,000     $3,700,000   $31,500,000
Size (Sq. Ft.)      791,050           89,734       188,719      3,212,114        90,169        109,366       767,482
Price per Sq. Ft.       N/A          $150.45        $25.17         $22.73        $88.72         $33.83        $41.04
Date of Sale       08/07/97         03/01/97      01/16/96       03/03/95      02/17/95       03/07/94      12/15/92
- ---------------------------------------------------------------------------------------  ---------------------------
- ---------------------------------------------------------------------------------------  -------------  ------------

Market Conditions (Sale 6)

Adjustment                               0.0%          0.0%           0.0%          0.0%           0.0%        100.0%
Adjusted Price                       $150.45        $25.17         $22.73        $88.72         $33.83        $82.09
- --------------------------------------------------------------------------------------------------------------------

Market Conditions

Months                                     5            19             30            30             42            57
Adjustment*                             12.5%         47.5%          75.0%         75.0%         105.0%        142.5%
Adjusted Price                       $169.25        $37.13         $39.77       $155.26         $69.35       $199.06

Cumulative Adjustment for Site Characteristics
- --------------------------------------------------------------------------------------------------------------------

Location                             similar      inferior       inferior       similar       inferior       similar
 Adjustment                              0.0%        100.0%          70.0%          0.0%         100.0%          0.0%

Functional Utility                  inferior      inferior        similar      inferior       inferior      superior
Adjustment                              30.0%        100.0%           0.0%         30.0%          90.0%        -10.0%

Size                                 smaller       smaller         larger       smaller        smaller       similar
Adjustment                             -30.0%        -30.0%          85.0%        -30.0%         -30.0%          0.0%
                                      ------        ------         ------        ------         ------        ------

Total Cumulative Adjustment              0.0%        170.0%         155.0%          0.0%         160.0%        -10.0%
Net Adjusted Price                   $169.25       $100.24        $101.42       $155.26        $180.32       $179.15
                                   =========     =========      =========     =========      =========     =========


*     Monthly adjustment 2.50%
- --------------------------------------------------------------------------------


HVS International, Mineola, New York                            Cost Approach 11


                               INSERT LAND SALE MAP



HVS International, Mineola, New York                            Cost Approach 12


                       Location

                       Sales one, four, and six were deemed to have locations
                       similar to the subject property, as these transactions
                       represent land used for the development of the New
                       York-New York Hotel and Casino, located at the corner of
                       Tropicana Avenue and Las Vegas Boulevard approximately
                       one block south of the subject site. Sales two and five
                       were adjusted upward by 100% for their inferior location
                       compared to that of the subject. These sites are located
                       at the intersection of Las Vegas Boulevard and Diablo
                       street approximately one mile south of the subject site.
                       This area is beyond the primary development of Las Vegas
                       Boulevard and does not benefit from pedestrian traffic as
                       the subject site does. Sale three was adjusted upward by
                       70% for its inferior location as compared to the subject
                       site. Like sales two and five, sale three is located
                       south of the primary development of Las Vegas Boulevard.
                       However, it is located on the western side of Las Vegas
                       Boulevard and represents the future site of Project
                       Paradise. This project will be linked to the Luxor and
                       Excalibur Hotel Casinos located north of the Project
                       Paradise site, enhancing its location.

                       Functional Utility

                       The functional utility of land encompasses several
                       factors including offsite availability, topography,
                       configuration, and capacity. Sales one, two, four, and
                       five were adjusted upward by 30%, 100%, 30%, and 90%,
                       respectively, for their inferior functional utility as
                       compared to the subject property. As mentioned, sales one
                       and four were assemblage parcel used to construct the New
                       York-New York Hotel and Casino. These parcels were very
                       irregular in shape and lack the density needed to
                       construct sufficiently sized hotel casinos. Similarly,
                       sites two and five are irregular parcels that, while they
                       have frontage along Las Vegas Boulevard, do not contain
                       the depth needed to construct a large-scale hotel and
                       casino. In addition, these sites abut the McCarran
                       International Airport. Due to zoning restrictions, the
                       height of any development on these parcels is limited.
                       Sale three, the Project Paradise site, is considered to
                       have similar functional utility to the subject site and
                       was not adjusted. Sale six, the primary parcel used for
                       the construction of the New York-New York Hotel and
                       Casino occupies a corner parcel. As such, it was adjusted
                       downward by 10% for its superior functional utility as
                       compared to the subject site.


HVS International, Mineola, New York                            Cost Approach 13


                       Size

                       Sales one, two, four, and five were significantly smaller
                       than the subject site, necessitating a 30% downward
                       adjustment. Sale three was roughly four times as large as
                       the subject site, necessitating an upward adjustment of
                       85%. Sale six represents the transaction of a site
                       similar in size to the subject. As such, sale six was not
                       adjusted for size.

                       After adjustment, the sales prices ranged from roundly
                       $100 to $180 per square foot, or roundly $4,400,000 to
                       $7,900,000 per acre. The sales that are most similar to
                       the subject site in terms of location establish a
                       narrower range of roundly $155 to $179 per square foot,
                       or $6,750,000 to $7,800,000 per acre. The most recent
                       sale reflects an adjusted price of $169.25 per square
                       foot, or $7,375,000 per acre. Based on this analysis, we
                       conclude a land value for the hotel and casino portion of
                       the subject site at $170 per square foot, or $7,400,000
                       per acre. Multiplying our per-square-foot value
                       conclusion by the 791,050 square feet of the subject site
                       results in an estimate of land value for the hotel and
                       casino portion of the subject site of roundly
                       $135,000,000.

                       Land Valuation - Entire Site

                       In order to value the entire +/- 34.31-acre subject site,
                       we have valued the +/- 16.15 acres of the site not being
                       used for the hotel and casino portion of the development
                       and added this value to our estimate of land value for
                       the hotel and casino portion of the site. The same sales
                       data used for our previous valuation of the hotel and
                       casino portion of the site was used for the non-hotel and
                       casino land.

                       As with our previous land valuation, each of the sales
                       was adjusted upward by 30% per year in order to account
                       for the passage of time. In addition, sale six received
                       an additional upward adjustment as it was transacted in
                       December 1992, before the surge in mega-resort
                       development. The following grid details the various
                       adjustments made to the comparable land sales.


HVS International, Mineola, New York                            Cost Approach 14


Land Sales Adjustment Grid - Non-Hotel and Casino Land



- ------------------------------------------------------------------------------------------------------------------
                  Subject       Land Sale #1  Land Sale #2  Land Sale #3  Land Sale #4  Land Sale #5  Land Sale #6
- ------------------------------------------------------------------------------------------------------------------
                                                                                          
Sale Price              N/A      $13,500,000    $4,750,000   $73,000,000    $8,000,000    $3,700,000   $31,500,000
Size (Sq. Ft.)      703,494           89,734       188,719     3,212,114        90,169       109,366       767,482
Price per Sq. Ft.       N/A          $150.45        $25.17        $22.73        $88.72        $33.83        $41.04
Date of Sale       08/07/97         03/01/97      01/16/96      03/03/95      02/17/95      03/07/94      12/15/92
- --------------------------------------------------------------------------------------  --------------------------

Market Conditions (Sale 6)
Adjustment                               0.0%          0.0%          0.0%          0.0%          0.0%        100.0%
Adjusted Price                       $150.45        $25.17        $22.73        $88.72        $33.83        $82.09
- ------------------------------------------------------------------------------------------------------------------

Market Conditions
Months                                     5            19            30            30            42            57
Adjustment*                             12.5%         47.5%         75.0%         75.0%        105.0%        142.5%
Adjusted Price                       $169.25        $37.13        $39.77       $155.26        $69.35       $199.06

Cumulative Adjustment for Site Characteristics
- ------------------------------------------------------------------------------------------------------------------

Location                            superior      inferior      inferior      superior      inferior      superior
Adjustment                             -60.0%         20.0%         10.0%        -60.0%         20.0%        -60.0%

Functional Utility                  inferior      inferior       similar      inferior      inferior      superior
Adjustment                              30.0%         50.0%          0.0%         30.0%         20.0%        -10.0%

Size                                 smaller       smaller        larger       smaller       smaller       similar
Adjustment                             -30.0%        -30.0%         85.0%        -30.0%        -30.0%          0.0%
                                 -----------    ----------   -----------    ----------    ----------   -----------

Total Cumulative Adjustment            -60.0%         40.0%         95.0%        -60.0%         10.0%        -70.0%
Net Adjusted Price                    $67.70        $51.98        $77.55        $62.11        $76.29        $59.72
                                 ===========    ==========   ===========    ==========    ==========   ===========


*     Monthly adjustment 2.50%

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


HVS International, Mineola, New York                            Cost Approach 15


                       Location

                       The portion of the subject site not used for the
                       development of the Proposed Aladdin Hotel and Casino will
                       not have any frontage along Las Vegas Boulevard. As such,
                       sales one, four, and six are considered superior to this
                       portion of the subject site and were adjusted downward by
                       60%. Note that sales one, four, and six represent the
                       three parcels used to develop the New York-New York Hotel
                       and Casino. Sales two, three, and five were deemed
                       inferior to the subject site and adjusted upward by 20%,
                       10%, and 20%, respectively. While these sites offer
                       frontage along Las Vegas Boulevard it is at its extreme
                       southern end. As mentioned, pedestrian traffic is limited
                       along this area of the Strip.

                       Functional Utility

                       Sales one, two, four, and five were considered to be
                       inferior to the non-hotel casino portion of the subject
                       site. Specifically, sales one and four were adjusted
                       upward by 30% as these parcels are irregular in shape and
                       do not contain the density of the subject site. Sale two
                       was adjusted upward by 50% as it is also irregular in
                       shape and is extremely limited in its development
                       potential by its location adjacent to McCarran
                       International Airport. Similarly, sale five is irregular
                       in shape and abuts McCarran International Airport;
                       however, the density of the site is superior to that of
                       sale two. As such, this sale was adjusted upward by 20%.
                       Sale six's corner location necessitates a 10% downward
                       adjustment for superior functional utility. Sale three's
                       functional utility was deemed similar to that of the
                       subject and was not adjusted.

                       Size

                       Sales one, two, four, and five were adjusted downward 30%
                       for their smaller size as compared to the non-hotel and
                       casino portion of the subject site. Sale three was
                       adjusted upward by 85% as it is significantly larger than
                       the subject. Sale six is similar in size to the subject
                       site and was not adjusted.

                       After adjustment, the sales prices ranged from roundly
                       $52 to $78 per square foot or roundly $2,300,000 to
                       $6,900,000 per acre. Based on this analysis, we conclude
                       a land value for the non-hotel and casino portion of the
                       subject site at $65 per square foot, or $2,800,000 per
                       acre. Multiplying our per-square-foot value conclusion by
                       the 703,494 square feet of the subject site results in an
                       estimate of land value for the hotel and casino portion
                       of the subject site of roundly $45,730,000.

                       Adding the estimated market value of the casino portion
                       of the site to the estimated market value of the
                       non-hotel casino portion of the site equates to roundly


HVS International, Mineola, New York                            Cost Approach 16


                       $180,000,000 or $5,250,000 per acre for the +/-
                       34.31-acre site, or $121 per square foot for the
                       1,494,544-square-foot site.

Development Budget     The following chart details the construction cost budget
                       for the proposed subject property, as prepared by the
                       hotel's developers.


HVS International, Mineola, New York                            Cost Approach 17


Development Budget

Use of Funds                                                     Cost (000,000)
- ------------------------------------------------------------------------------
Project Development Costs

     Direct Construction Costs                                         $250.0
     Contractor Fees and Expenses                                        12.3
     Direct Soft Costs/Professional Fees                                  4.2
     FF&E Soft Costs/Professional Fees                                    4.2
     Permits and Offsite Improvements                                       8
     Insurance Wrap Around                                                9.2
     Model Rooms                                                          0.4
     General FF&E                                                        58.5
     Gaming Equipment                                                    26.5
     Other Owner Furnished FF&E                                          28.9
     Theming                                                               35
     Project Contingency - Direct                                        12.5
     Project Contingency - FF&E                                          12.5
                                                                  -----------
       Subtotal                                                        $462.2

Financial and Other Costs

     Construction Interest Expense                                      $40.8
     Fees and Other Expenses                                            30.92
     Retire Existing Debt                                                68.5
     Repay Existing Partner Debt                                            5
     Credit for Expenses Prepaid by Holdings                               -5
     Credit for Sitework Contribution from Bazaar                        -1.4
     Pre-opening Expenses                                                  15
     Working Capital                                                       15
                                                                  -----------
       Subtotal                                                        $168.8

Land                                                                   $135.0
                                                                  -----------

Total                                                                  $766.0
                                                                  ===========

                           Source: Aladdin Gaming, LLC
- --------------------------------------------------------------------------------

                       As shown, the total development cost estimate, excluding
                       land, totals roughly $631,000,000. When the appraisers'
                       estimate of land value is added, the total development
                       cost estimate for the subject property equates to roundly
                       $766,000,000. As a check on the reasonableness of the
                       development budget by the property's developers, we have
                       calculated the development cost of the proposed subject
                       property utilizing the Marshall & Swift Cost Estimator
                       Program.


HVS International, Mineola, New York                            Cost Approach 18


Development Cost       One of the nationally recognized authorities on
                       replacement cost information is Marshall & Swift. HVS
                       International uses the Commercial Estimator computer
                       program produced by Marshall & Swift. The computer cost
                       program employs the square-foot method in cost
                       estimating, which approximates the replacement cost of
                       the building's major components in terms of dollars per
                       unit of area or volume, based on known costs of similar
                       structures adjusted for time and physical differences.
                       The estimate of replacement cost by this method includes
                       all direct costs plus a portion of indirect costs, such
                       as construction financing, temporary utilities, and
                       general conditions.

                       For the purpose of developing a cost estimate using the
                       Marshall & Swift Commercial Estimator program, the
                       subject property has been classified as a hotel under
                       Section 41 of the Marshall Valuation Service cost guide,
                       with an average cost range rating for a Class A building.
                       According to the developers, the proposed building area
                       is approximately +/- 2,000,000 square feet.

                       Based on these considerations, as well as locational and
                       time adjustment factors and other criteria related to
                       building systems, the replacement cost of the building as
                       if new has been estimated through the Commercial
                       Estimator program. The replacement cost of the subject
                       hotel is estimated to be $251,360,000, or say,
                       $251,000,000.

                       Besides approximating the replacement cost of the
                       buildings, we have estimated the cost of the additional
                       site improvements. The estimated cost of the outdoor
                       swimming pools needs to be added to the replacement cost
                       of the building. The following table summarizes the cost
                       estimates of the site improvements. Also, indirect costs
                       have been derived based upon the appraisers' estimate of
                       financing fees, real estate taxes, and brokerage fees
                       associated with the subject's development. Indirect costs
                       have been calculated for this analysis as being equal to
                       5.0% of the replacement cost of the total improvements.


HVS International, Mineola, New York                            Cost Approach 19


Development Cost

Item                                                               Total
- -----------------------------------------------------------------------------

Replacement Cost New from M&S                                   $251,360,000
Surface Parking                                                      568,000
Swimming Pool                                                        243,000
                                                                ------------
  Subtotal                                                       252,171,000
Indirect Costs @ 5.0% (Real Estate Taxes and Loan Fees)           12,609,000
                                                                ------------
Total Improvement Replacement Cost                              $264,780,000

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

Opening Costs          In addition to the replacement cost of the improvements,
                       opening costs must be considered. Opening costs include
                       the preopening marketing and administrative expenditures
                       of the casino, hotel, and a working capital reserve to
                       maintain adequate cash flow until the operation achieves
                       a break-even point. The following table presents the
                       estimated opening costs for the subject property.

Estimate of Opening Costs

                                   Cost Per           No. of
Expenses                             Room             Rooms         Total Cost
- -------------------------------------------------------------------------------

Preopening Expenses                $10,000            2,600        $26,000,000
Working Capital                      5,000            2,600         13,000,000
                                                                   -----------
Total Opening Costs                                                $39,000,000

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

                       Adding this component to the replacement cost of the
                       improvements, the total replacement cost of the property
                       is estimated to be roundly $304,000,000.

Personal Property      Our estimate of the cost of furniture, fixtures, and
                       equipment is based on our knowledge and expertise in the
                       hotel and gaming industries, as well as on the developers
                       estimates of FF&E costs. As such, we have estimated the
                       cost of the proposed subject property's furniture,
                       fixtures, and equipment to be equal to roughly $65,000
                       per room, or a total of roundly $169,000,000

Allocation of          The appraisers have considered a 25% entrepreneurial  
Developer's Profit     profit to be necessary and appropriate to reflect the 
                       financial incentive required for new hotel casino     
                       development. Developer's profit is applied to the     
                       buildings; the furniture, fixtures, and equipment; and
                       the land as follows.

Allocation of Developer's Profit


HVS International, Mineola, New York                            Cost Approach 20


                                                        Profit
Component                              Cost             Ratio          Profit
- --------------------------------------------------------------------------------

Building Improvements              $303,780,000          25.0%     $75,945,000
Furniture, Fixtures, and Equipment  169,000,000          25.0       42,250,000
Land                                135,000,000          25.0       33,750,000
                                                                  ------------
Total Developer's Profit                                          $151,945,000

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

Conclusion             In the estimation of value according to the cost
                       approach, the values of several components of the total
                       property were quantified. The market value of the land
                       was determined via the sales comparison approach. The
                       estimated construction cost of the building improvements
                       was calculated according to the square-foot cost method
                       using a computer program developed by Marshall & Swift.
                       Incurable physical deterioration and external and
                       incurable functional obsolescence deductions were deemed
                       inapplicable considering the subject property's new
                       construction. The following table presents the various
                       components used to arrive at the prospective market value
                       via the cost approach

Summary of Value via the Cost Approach

Replacement Cost of Improvements                                 $303,780,000
Replacement Cost of Furniture, Fixtures, and Equipment            169,000,000
Land Value                                                        135,000,000
Developer's Profit                                                151,945,000
                                                                 ------------
 Total Replacement Cost New                                      $759,725,000
Estimated Value via the Cost Approach (Say)               (Say)  $760,000,000

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


HVS International, Mineola, New York       Reconciliation of Value Indications 1
- --------------------------------------------------------------------------------

================================================================================
14. Reconciliation of Value Indications

                       The reconciliation, which is the last step in the
                       appraisal process, involves summarizing and correlating
                       the data and procedures employed throughout the analysis.
                       The final conclusion of value is arrived at after
                       reviewing the estimates indicated by the cost, sales
                       comparison, and income capitalization approaches. The
                       relative significance, applicability, and defensibility
                       of each indicated value are considered, and the greatest
                       weight is given to that approach deemed most appropriate
                       for the property being appraised. The purpose of this
                       report is to estimate the market value of the fee simple
                       interest in the subject property. Our appraisal involves
                       a careful analysis of the property itself and the
                       economic, demographic, political, physical, and
                       environmental factors that influence real estate values.
                       Based on the data set forth in this report, the following
                       value indications were developed for theproposed hotel
                       and casino.

                       Prospective Market Value:

                       Approach                    Valuation Indication
                       Cost                            $760,000,000
                       Sales Comparison               Not applicable
                       Income Capitalization           $826,300,000

                       We generally give the cost approach limited weight in
                       arriving at a final value estimate because knowledgeable
                       buyers of gaming facilities generally base their purchase
                       decisions on economic factors such as forecasted net
                       income and return on investment rather than a property's
                       replacement cost. As discussed in the "Cost Approach"
                       section of the narrative, the principle of substitution,
                       upon which the cost approach is based, is highly
                       constrained given the circumstances of gaming in the
                       greater Las Vegas area. However, the appraisers have
                       arrived at a value estimate utilizing the cost approach.

Sales Comparison       The sales comparison approach uses actual sales of      
Approach               similar properties to provide an indication of the      
                       subject property's value. The strength of this approach 
                       is that it measures value based on the investment       
                       decisions made by actual buyers and sellers. Although we
                       have investigated a number of sales in an attempt to    
                       develop a range of value indications, the lack of       
                       comparable sales transactions and the nature of the     


HVS International, Mineola, New York       Reconciliation of Value Indications 2
- --------------------------------------------------------------------------------

                       subject property's operation preclude the use of the    
                       sales comparison approach to arrive at an estimate of   
                       value.

Income Capitalization  To estimate the subject property's value via the income 
Approach               capitalization approach, we analyzed the local and      
                       regional gaming and lodging markets, examined the       
                       competitive environment, projected penetration and WPUPD
                       levels, and developed a forecast of income and expense  
                       that reflects anticipated income trends and cost        
                       components through a stabilized year of operation. The  
                       subject property's forecasted net income before debt    
                       service was allocated to the mortgage and equity        
                       components based on market rates of return and          
                       loan-to-value ratios. Through a discounted cash flow and
                       income capitalization procedure, the value of each      
                       component was calculated; the total of the mortgage and 
                       equity components equates to the value of the property. 

                       Our nationwide experience indicates that the procedures
                       used in estimating market value by the income
                       capitalization approach are comparable to those employed
                       by the investors who constitute the marketplace. For this
                       reason, we believe that the income capitalization
                       approach produces the most supportable value estimate,
                       and it is given the greatest weight in our final estimate
                       of the subject property's market value.

Value Conclusion       Careful consideration has been given to the strengths and
                       weaknesses of the three approaches to value discussed
                       above. In recognition of the purpose of this appraisal,
                       we have given primary weight to the value indicated by
                       the income capitalization approach.

                       Based on our analysis, it is our opinion that the
                       prospective market value of the fee simple interest in
                       the Proposed Aladdin Hotel and Casino, as of January 1,
                       2000, is:

                                             $825,000,000

                              EIGHT HUNDRED TWENTY-FIVE MILLION DOLLARS

                       In addition, it is our opinion that the market value of
                       the total +/- 34.31-acre subject site, as vacant and
                       including the development rights and entitlements, as of
                       August 7, 1997, is:

                                             $180,000,000

                                   ONE HUNDRED EIGHTY MILLION DOLLARS

                       In addition, it is our opinion that the market value of
                       the +/- 18.16 acres of land allocated to the Aladdin
                       Hotel and Casino portion of the development, as vacant
                       and including the development rights and entitlements, as
                       of August 7, 1997, is:


HVS International, Mineola, New York       Reconciliation of Value Indications 3
- --------------------------------------------------------------------------------


                                             $135,000,000

                                ONE HUNDRED THIRTY-FIVE MILLION DOLLARS


                                GLOBAL REFERENCES

CLIENT

Client:                   Mr. Jim Riley
Title:
Department:
Firm:                     The Bank of Nova Scotia, New York Agency
Address1:
Address2:                 One Liberty Plaza
City:                     New York, New York 10005
Phone:                    (212) 225-5098

Salut:                    Mr. Riley

Office

Firm:                     HVS International
Office:                   Mineola, New York
Header Middle
Job Number:               9710413

Property Description

The proposed mixed-use development for the subject site is expected to consist
of a 2,600-room hotel and a 110,000-square-foot casino (the Aladdin Hotel and
Casino). The hotel and casino are also expected to include approximately 71,500
square feet of meeting space, a 1,400-seat show room, a 7,000-seat performing
arts center, nine separate food and beverage outlets, and an expansive array of
back-of-the-house facilities typical of a large hotel and casino. The remaining
components of the mixed-use development will include a 450,000-square-foot
shopping bazaar, a parking garage, and a central utility plant.

GLOBAL VARIABLES
Property Name             Proposed Aladdin Hotel and Casino
Prop Address              3667 Las Vegas Boulevard
Prop City                 Las Vegas
Prop Gov Other
Prop State                Nevada
Prop County               Clark
Prop Zip                  89109
Owner                     Aladdin Holdings LLC
MSA                       Las Vegas Strip ($72 million and over)
Date Of Value             January 1, 2000
Fiscal/Calendar           Calendar
Date of Inspection        August 7, 1997
Report Type               Appraisal
Value Type                prospective market value
Interest Appraised        fee simple
Site Area (Acres)         +/- 34.31
Site Area (SF)            +/- 1,494,544


Hotel Units               2,600
Date Built
Building Stories
Block and Lot
Zoning                    H1 - Limited Resort and Apartment District
Historical (Base) Year
Stabilized Year           2002
Years to Stabilize:       three
Value Text                EIGHT HUNDRED TWENTY-FIVE MILLION DOLLARS
Value Number              $825,000,000
Value per Room
Income Value              $824,100,000
Sales Value               Not applicable
Cost Value                $760,000,000

INCOME VARIABLES

                                                               Inflation Rate 3%
                                                               Loan To Value 60%
                                                              Interest Rate 9.0%
                                                                 Amortization 20
                                                      Mortgage Constant 0.107967
                                                              Equity Yield 31.0%
                                                         Terminal Cap Rate 18.0%
                                                 Broker & Legal Commission: 2.0%

SECTION NUMBERS                 SECTION NAME

SExec                     1     Summary of Salient Data and Conclusions
SNat                      2     Nature of the Assignment
SLand                     3     Property Description
SArea                     4     Market Area Analysis
SOver                     5     U.S. Gaming Overview
SLouis                          Nevada Gaming Overview
SComp                     6     Gaming Supply and Demand Analysis
SGame                     7     Forecast of Gaming Revenue
SLodg                     8     Lodging Supply and Demand Analysis
SHBU                      9     Highest and Best Use
SApps                     10    Approaches to Value
SInc                      11    Income Capitalization Approach
SCost                     12    Cost Approach
SSales                    13    Sales Comparison Approach
SRec                      14    Reconciliation of Value Indications
SAssu                     15    Statement of Assumptions and Limiting Conditions
SCert                     16    Certification



 1. Summary of Salient Data and Conclusions ...............................    1
 2. Nature of the Assignment ..............................................    3
 3. Property Description ..................................................    9
 4. Market Area Analysis ..................................................   28
 5. U.S. Gaming Overview ..................................................   46
 6. Gaming Supply and Demand Analysis .....................................   58
 7. Forecast of Gaming Revenue ............................................   74
 8. Lodging Supply and Demand Analysis ....................................   87
 9. Highest and Best Use ..................................................  105
 10. Approaches to Value ..................................................  107
 11. Income Capitalization Approach .......................................  110
 12. Cost Approach ........................................................  147
 13. Sales Comparison Approach ............................................  167
 14. Reconciliation of Value Indications ..................................  173
 15. Statement of Assumptions and Limiting Conditions .....................  176
 16. Certification ........................................................  180




                     Base Year Segmented Rate Assumptions
                     ------------------------------------
Demand Period         FIT     Casino   Wholesale   Group   Annual Average  Deflated ADR(1996)
- ---------------------------------------------------------------------------------------------
                                                                  
Peak Weekend         $175.00  $150.00   $125.00   $140.00     $150.50           $133.72
Peak Mid-week         140.00   125.00    100.00    110.00      121.50            107.95
Non-Peak Weekend      110.00   100.00     85.00     90.00       98.00             87.07
Non-Peak Mid-week      95.00    85.00     80.00     85.00       87.00             77.30
Convention            200.00   150.00    120.00    160.00      161.00            143.05
Special Event         250.00   200.00    180.00    185.00      208.00            184.81
                     -------  -------   -------   -------
Annual Average       $160.63  $134.90   $114.30   $127.41
Deflated ADR (1996)  $142.72  $119.86   $101.56   $113.20




HVS International, San Francisco, California   Qualifications of Mark D. Capasso

================================================================================
Mark D. Capasso

Employment
1994 to present           HVS GAMING SERVICES
                          San Francisco, California
                          (Casino Valuations, Market Studies, Feasibility
                          Reports, and Gaming Analysis)

1994 to present
                          HOSPITALITY VALUATION SERVICES
                          San Francisco, California
                          (Hotel/Motel Valuations, Market Studies, Feasibility
                          Reports, and Investment Counseling)

1993 to 1994
                          LAS VEGAS HILTON
                          Las Vegas, Nevada

1992
1993 to 1994
                          CALIFORNIA CASINO HOTEL
                          Las Vegas, Nevada

1990 to 1993
                          QUALITY INN SUNRISE SUITES HOTEL
                          Las Vegas, Nevada

1988 to 1990
                          BRISTOL SUITES HOTEL
                          Dallas, Texas

Education
                          BS - School of Hotel Administration, University of
                          Nevada, Las Vegas

                          Scuola Administratione di Aziendale; Turin, Italy,
                          European Economic Community Studies

                          Courses: 310 Income Capitalization; SPPA; SPPB -
                          Appraisal Institute

Teaching and Lecture
Assignments               University of Nevada, Las Vegas: Hotel Feasibility
                          Analysis - Guest Lecturer

Published Articles and    HVS Gaming Services Industry Profile. "The 
Chapters                  Metamorphosis of Glitter Gulch," July, 1996


HVS International, San Francisco, California   Qualifications of Mark D. Capasso

                          Casino Executive Magazine. "Managing the
                          Casino/Hotel," Bi-Monthly Column

Corporate and             Bank of San Francisco                    
Institutional Clients     Bank of the West                         
Served                    Banker's Trust                           
                          Boyd Gaming Corporation                  
                          CIBC Wood Gundy                          
                          CS First Boston                          
                          Caesar's World Gaming                    
                          Canadian Imperial Bank of                
                             Commerce                              
                          Citicorp Real Estate, Inc.               
                          Colorado Casino Resorts, Inc.            
                          Coopers & Lybrand                        
                          Credit Lyonnais                          
                          Cupertino National Bank & Trust          
                          Dai-Ichi Kangyo Bank, Ltd.               
                          Evergreen Associates                     
                          First Security Commercial Mortgage       
                          Glendale Redevelopment Agency            
                          Hospitality Franchise System             
                              (Ramada)                             
                          Host Marriott                            
                          IMPAC Hotels                             
                          International Bank of California         
                          K & S Enterprises (USA) Corporation      
                          Legacy Hospitality                       
                          Lehman Brothers                          
                          M & M Development                        
                          Manor Care                               
                          Marriott International                   
                          N & S Development                        
                          Nations Credit Commercial Corporation    
                          Nomura Asset Capital Corporation         
                          Northwest Lodging, Inc.                  
                          Park Lane Hotels                         
                          Patriot American Hospitality             
                          Piccadilly Inn Hotels                    
                          The Prudential Real Estate Group         
                          Red Lion Hotels and Inns                 
                          Redwood Bank                             
                          San Jose National  Bank                  
                          The Shaner Hotel Group                   
                          Starwood Lodging                         
                          Summerfield Suites Hotel Corporation     
                          Teacher's Insurance & Annuity Association
                          U.S. Bancorp                             
                          Union Bank of California                 
                          Wells Fargo Bank                         
                          West L.B.                                
                          Windsor Capital                          
                          Yasuda Trust                             


October 7, 1997

Mr. Jim Riley
The Bank of Nova Scotia, New York Agency
One Liberty Plaza
New York, New York 10005
(212) 225-5098

Re:

Proposed Aladdin Hotel and Casino

Las Vegas, Nevada

HVS Ref.: #9710413

Dear Mr. Riley:

Enclosed please find one draft copy of the self-contained appraisal report
pertaining to the above-captioned property. We will proceed with the production
of the final reports upon your authorization. Please do not hesitate to call
with your questions or comments.

Very truly yours,

HVS International


                     Mark D. Capasso
Senior Associate

MDC/nkw



                          ============================
                             Land Sale Map
                             -------------
                             * SUBJECT
                             1 La Mansion del Rio
                             2 Havana River Walk Inn

                          ============================


================================================================================

      Variables
      ===============================================================

            Room Count                                         2,600
            Building SF:                                   2,000,000
            Overall Cost Rank (low=1; high=4)                      4
            Construction Class (A=1, B=2, C=3, D=4)                1

================================================================================

================================================================================

      Marshall Valuation Data
      ===============================================================

            Replacement Cost                            $251,360,000

================================================================================

================================================================================

      Multipliers
      ===============================================================

            Current Cost Multiplier                             1.00
            Local Multiplier                                    1.00

================================================================================

================================================================================

       Property Improvements
      ===============================================================

            Signs                                                 $0
            Parking Spaces (0 if included in M&S)                500
            Landscaped Area                                        0
            Swimming Pool (small=1, big=4)                         4

================================================================================

================================================================================

      Capital Expenditure
      ===============================================================

            Curable Building Items                                $0
            Curable FF&E Items                                     0

            Total Capital Expenditures                            $0

================================================================================

================================================================================

       Age of Improvements
      ===============================================================

            Chronological Age                                      0 average
            Effective Age                                          0

================================================================================

================================================================================

       FF&E
      ===============================================================

                                     Per Room           $
                                     --------      -----------------
            FF&E Replacement Cost            65,000     $169,000,000
            Effective Age of FF&E                 0
            FF&E Depreciation                   ERR

================================================================================

================================================================================

      Improvement Replacement Cost
      ===============================================================

            Item                                          Total Cost
            --------------------------------------------------------

            Building                                    $251,360,000
            Signs                                                  0
            Surface Parking                                  568,000
            Landscaping                                            0
            Swimming Pool                                    243,000
                                                    ----------------

              Subtotal                                   252,171,000

            Indirect Costs @ 5.0% (Real Estate 
            Taxes and Loan Fees)                          12,609,000
                                                    ----------------

                                                        $264,780,000

            Total Improvement Replacement Cost

================================================================================



================================================================================

      Land Value - Ground Lease Method
      ===============================================================
                                                                                                          
                                                                                    ------------------------------------
            Stabilized Total Revenue (current $)                  $0 xxxxx ----->   Stabilized Total Revenue          $0
            Ground Lease %                                      0.0%                Projection Year                    0
                                                       -------------
            Economic Ground Rent                                   0                Inflation Rate                  4.0%
                                                                                                           -------------
                                                                                    Deflated Rooms Revenue            $0
            Land Capitalization Rate                           0.000
                                                                                    ====================================
            Land Value                                           ERR

             Say                                                 ERR

================================================================================


================================================================================

      Land Value - Sales Comparison Method
      ===============================================================

            Land Value per Sq. Ft.                              $170
            Site Size                                        791,051
                                                       -------------
            Land Value                                  $134,478,670

             Say                                        $135,000,000

================================================================================

================================================================================

      Opening Costs
      ===============================================================

                                                   No. of
                                           Cost    Rooms        $
                                           ----    -----        -

            Pre-opening Expenses         $10,000   2,600   $26,000,000
            Working Capital               $5,000   2,600    13,000,000

            Total Opening Costs                            $39,000,000

            Total Replacement Cost New                    $303,780,000

================================================================================

================================================================================

      Developer's Profit
      ===============================================================

                                                   Profit
                                         Cost      Ratio         $
                                         ----      -----         -

            Building Improvements    $303,780,000   25%    $75,945,000
            Furniture, Fixtures, 
            and Equipment             169,000,000   25%     42,250,000
            Land                      135,000,000   25%     33,750,000
                                                          ------------

            Total Developer's Profit                      $151,945,000

================================================================================


================================================================================

      Total Replacement Cost
      ===============================================================

            Hotel Cost                   Total Cost         Per Room
            --------------------------------------------------------

            Building Improvements       $303,780,000        $116,838
            Furniture, Fixtures 
              and Equipment              169,000,000          65,000
            Land Value                   135,000,000          51,923
            Developer's Profit           151,945,000          58,440
                                         -----------          ------

            Total                       $759,725,000        $292,202

================================================================================

================================================================================

      Physical Deterioration - Improvements
      ===============================================================

            Physical Curable - Improvements

            Replacement Cost of Improvements            $379,725,000
            Curable Physical Deterioration                         0
                                                           ---------

            Depreciated Replacement Cost of 
              Improvements                              $379,725,000

            Physical Incurable - Improvements

            Chronological Age                                      0
            Effective age                                          0
            Typical Economic Life                                 60
            Remaining Economic Life                               60
                                                      --------------

            Percent Depreciated                                 0.0%

            Depreciated Replacement Cost of 
              Improvements                              $379,725,000
            Percent Depreciated                                 0.0%
                                                      --------------
            Incurable Physical Deterioration                      $0

================================================================================

================================================================================

      Personal Property Deterioration and Values
      ===============================================================

            Physical Incurable - FF&E

            Replacement Cost of FF&E                    $211,250,000
            Less: Curable FF&E Deterioration                       0
                                                      --------------
            Depreciated Replacement Cost of FF&E        $211,250,000

            Percent Depreciated                                  ERR

            Incurable Physical Deterioration                     ERR

            Market Value of FF&E                                 ERR

            Value in Use - FF&E

            Market Value of Subject via Income Approach           $0
            Personal Property Ratio                             0.0%
                                                      --------------

            Value in Use of Personal Property                     $0

================================================================================

================================================================================

      Economic Obsolescence
      ===============================================================

                                         Subject   Comparable
                                         -------   ----------
                                                                       Value
            Stabilized (Deflated) ADR     $0.00          $0.00  $760,000,000
            Number of days Open             365            365
            Number of Rooms               2,600           2600
            Stabilized Occupancy           0.0%           0.0%
                                        -------    -----------
            Rooms Revenue                    $0             $0

            Loss in Revenue Due to External Factors         $0
            Incremental Net Operating Ratio              60.0%
                                                  ------------
            Incremental Net Income                          $0

            Capitalization Rate                          10.0%
                                                  ------------

            Gross Economic Obsolescence                     $0

            Adjust for Land Component

            Land Value                            $135,000,000
            Income Approach Value                            0
                                                  ------------
              Land to Value Ratio                          ERR

            Percentage Attributable to 
            Incurable Obsolescence                         ERR

            Net Economic Obsolescence                      ERR

================================================================================

================================================================================

      Conclusion
      ===============================================================

            Replacement Cost of Improvements                        $303,780,000
            Replacement Cost of Furniture, Fixtures, and Equipment  $169,000,000
            Land Value                                              $135,000,000
            Developer's Profit                                      $151,945,000
                                                                  --------------
             Total Replacement Cost New                             $759,725,000

             Less: Curable Physical Deterioration-Building      0
             Less: Incurable Physical Deterioriation-Building   0
             Less: Curable Physical Deterioration-FF&E          0
             Less: Incurable Physical Deterioriation-FF&E       0
             Less: Economic Obsolecence                         0
                                                        ---------
                  Total Depreciation                                           0

            Estimated Value by Cost Approach                        $759,725,000
                                                           (Say)    $760,000,000

================================================================================



      Lookup Tables

                                                     1            2            3            4

                                                                           
            Pre-opening Expense                  1,200        2,700        4,200        5,700
            Working Capital                      1,200        2,000        2,800        3,500
            Landscaping                          $2.20        $2.90        $3.85        $4.00
            Swimming Pool                      $58,875     $111,000     $178,150     $243,250
            Surface Parking                       $620         $760         $925       $1,135
            Economic Life                            1            2            3            4
            Good to Exlt.                           60           60           55           50
            Economic Life                            1            2            3            4
            Low to Average                          55           55           50           45
            Multipliers                           1.00         1.00         1.00         1.00
                                          
            FF&E Depreciation:
                                             1   40.0%             
                                             2   60.0%
                                             3   70.0%
                                             4   75.0%
                                             5   80.0%
                                             6   85.0%
                                             7   89.0%
                                             8   92.0%
                                             9   95.0%
                                             0   98.0%
                                
            Parking Cost Per Space              $1,135
            Landscaping Cost Per Sq. Ft.         $4.00



            ========================================================
            COST ANALYSIS MODEL                     VERSION: WIN 1.0

            Developed for:                            April 14, 1994
            HOSPITALITY VALUATION SERVICES

            Developed by:                       Modified by:
             Dexter Wood and Frank Dougherty      Jin Y. Lee
            ========================================================



05/27/1998                            Market Analysis



                                         Table Games                                             Gaming Devices
                   -------------------------------------------------------  --------------------------------------------------------
Year                 Win     % Change   Units   % Change   WPUPD  % Change     Win     % Change   Units  % Change  WPUPD   % Change
- --------------------------------------------------------------------------  --------------------------------------------------------
                                                                                         
      1992          $974,174     --     1,101       --    $2,424       --   $1,021,805      --     26,525     --    $106       --
      1993         1,085,276   11.4%    1,116      1.4%    2,664      9.9%   1,078,632     5.6%    26,997    1.8%    109      3.7%
      1994         1,441,155   32.8     1,476     32.3     2,675      0.4    1,428,500    32.4     37,245   38.0     105     (4.0)
      1995         1,591,184   10.4     1,451     (1.7)    3,004     12.3    1,369,914    (4.1)    36,191   (2.8)    104     (1.3)
      1996         1,515,105   (4.8)    1,495      3.0     2,777     (7.6)   1,442,373     5.3     37,197    2.8     106      2.4

 Annual%  Chg                  11.7%               7.9%               3.5%                 9.0%              8.8%             0.2%

YTD 6/96            $755,625     --     1,468       --     1,410       --     $729,654      --     36,896     --      54       --
YTD 6/97             827,644    9.5%    1,672     13.9%    1,356     (3.8)%    746,015     2.2%    40,598   10.0%     50     (7.1)%

LTM through 7/96  $1,727,721     --     1,560       --    $3,034       --   $1,467,537      --     37,483     --    $107
LTM through 7/97   1,724,658   (0.2)%   1,779     14.0%    2,656    (12.5)%  1,535,213     4.6%    42,104   12.3%    100     (6.9)%




                              Sunrise Casino Hotel

Interactive Value Calculation and Proof - Market Value

Value                                        $824,143,111
Loan-to-value                                      60.00%
Debt Service Constant                            0.158581
Term                                                   10
Amortization                                           10
Interest Rate                                      10.00%
Terminal Cap                                       18.00%
Equity Yield:                                      30.00%

Period                    Total Value          Debt                 Equity
- ------                   ------------        ------------         ------------
                        ($824,143,111)      ($494,485,866)       ($329,657,244)
Year1                     136,148,000          78,416,006           59,729,994
Year2                     142,522,000          78,416,006           64,105,994
Year3                     145,559,000          78,416,006           67,142,994
Year4                     149,925,000          78,416,006           71,508,994
Year5                     154,424,000          78,416,006           76,007,994
Year6                     159,057,000          78,416,006           80,640,994
Year7                     163,827,000          78,416,006           85,410,994
Year8                     168,745,000          78,416,006           90,328,994
Year9                     173,806,000          78,416,006           95,389,994
Year10                  1,182,921,111          78,416,006        1,104,505,105

                   Total Property IRR            Debt IRR           Equity IRR
                   19.2%                             9.4%                 27.1%



           Available      Percent     Occupied      Percent     Vacancy
Year        Space         Change       Space        Change        Rate
- -----------------------------------------------------------------------
1991       2,149,403        --       1,794,752         --        16.5%
1992       2,266,181       5.4%      1,919,455        6.9%       15.3
1993       2,441,514       7.7       2,150,974       12.1        11.9
1994       2,630,558       7.7       2,446,419       13.7         7.0
1995       2,681,046       1.9       2,581,847        5.5         3.7

Avg. Annual Comp. Change,1991-95
Available Space                                                   5.7%
Occupied Space                                                    9.5%

             Source: Metropolitan Las Vegas Office Market Conditions




Fiscal Year                                     1996
Location                                        Las Vegas Strip
Number of Locations                             19
Number of Rooms                                 45,291
Occupancy                                       94.8%
Average Rate                                    $79.19
Occupied Rooms                                  15,666,731
                                                  (000s)         % Gross           PAR(1)        POR(2)
- -------------------------------------------------------------------------------------------------------------
                                                                                          
Revenues
    Gaming                                          $3,194,527          52.6 %       $70,533          $203.91
    Rooms                                            1,240,619          20.4          27,392            79.19
    Food                                               656,570          10.8          14,497            41.91
    Beverage                                           277,885           4.6           6,136            17.74
    Other Income                                       700,428          11.5          15,465            44.71
                                                       -------          ----          ------            -----
      Total Revenues                                 6,070,029         100.0         134,022           387.45

Departmental Expense *
    Casino                                           1,826,188          57.2          40,321           116.56
    Rooms                                              451,921          36.4           9,978            28.85
    Food                                               678,850         103.4          14,989            43.33
    Beverage                                           183,764          66.1           4,057            11.73
    Other Income                                       427,180          61.0           9,432            27.27
                                                       -------          ----           -----            -----
      Total Departmental Exp                         3,567,904          58.8          78,777           227.74

Departmental Income                                  2,502,125          41.2          55,245           159.71

Undistributed Operating Expenses
    Administrative and General                         663,174          10.9          14,642            42.33
    Marketing                                           90,967           1.5           2,008             5.81
    Energy                                              88,971           1.5           1,964             5.68
    Complimentary/Promotions                            40,152           0.7             887             2.56
    Entertainment                                       63,314           1.0           1,398             4.04
                                                        ------           ---           -----             ----
      Total                                            946,577          15.6          20,900            60.42

House Profit                                         1,555,549          25.6          34,345            99.29

Fixed Charges
    Property Tax                                        46,350           0.8           1,023             2.96
    Rent of Premises                                    18,157           0.3             401             1.16
    Equipment Lease                                      3,162           0.1              70             0.20
                                                         -----           ---              --             ----
      Total                                             67,670           1.1           1,494             4.32

Net Income                                          $1,487,879          24.5 %       $32,851           $94.97
                                                    ==========          ====         =======           ======

    Food as a % of Gaming Revenue                                       20.6 %
    Beverage as a % of Gaming Revenue                                    8.7
    Other Income as a % of Gaming Revenue                               21.9


Fiscal Year                                     1995
Location                                        Las Vegas Strip
Number of Locations                             19
Number of Rooms                                 44,490
Occupancy                                       94.1%
Average Rate                                    $74.61
Occupied Rooms                                  15,272,638
                                                  (000s)         % Gross           PAR(1)        POR(2)
- -------------------------------------------------------------------------------------------------------------
                                                                                          
Revenues
    Gaming                                          $3,086,131          53.6 %       $69,367          $202.07
    Rooms                                            1,139,558          19.8          25,614            74.61
    Food                                               632,475          11.0          14,216            41.41
    Beverage                                           273,743           4.8           6,153            17.92
    Other Income                                       621,797          10.8          13,976            40.71
                                                       -------          ----          ------            -----
      Total Revenues                                 5,753,705         100.0         129,326           376.73

Departmental Expense *
    Casino                                           1,768,141          57.3          39,742           115.77
    Rooms                                              430,029          37.7           9,666            28.16
    Food                                               669,096         105.8          15,039            43.81
    Beverage                                           182,125          66.5           4,094            11.92
    Other Income                                       422,055          67.9           9,487            27.63
                                                       -------          ----           -----            -----
      Total Departmental Exp                         3,471,445          60.3          78,028           227.30

Departmental Income                                  2,282,260          39.7          51,298           149.43

Undistributed Operating Expenses
    Administrative and General                         640,544          11.1          14,397            41.94
    Marketing                                           89,770           1.6           2,018             5.88
    Energy                                              89,844           1.6           2,019             5.88
    Complimentary/Promotions                            35,979           0.6             809             2.36
    Entertainment                                       55,473           1.0           1,247             3.63
                                                        ------           ---           -----             ----
      Total                                            911,611          15.8          20,490            59.69

House Profit                                         1,370,649          23.8          30,808            89.75

Fixed Charges
    Property Tax                                        45,238           0.8           1,017             2.96
    Rent of Premises                                    17,638           0.3             396             1.15
    Equipment Lease                                      7,811           0.1             176             0.51
                                                         -----           ---             ---             ----
      Total                                             70,687           1.2           1,589             4.63

Net Income                                          $1,299,962          22.6 %       $29,219           $85.12
                                                    ==========          ====         =======           ======

    Food as a % of Gaming Revenue                                       20.5 %
    Beverage as a % of Gaming Revenue                                    8.9
    Other Income as a % of Gaming Revenue                               20.1


Fiscal Year                                     1994
Location                                        Las Vegas Strip
Number of Locations                             19
Number of Rooms                                 39,880
Occupancy                                       95.5%
Average Rate                                    $66.20
Occupied Rooms                                  13,906,906
                                                  (000s)         % Gross            PAR           POR
- -----------------------------------------------------------------------------------------------------------
                                                                                          
Revenues
    Gaming                                          $2,761,356          54.9 %       $69,242          $198.56
    Rooms                                              920,694          18.3          23,087            66.20
    Food                                               566,971          11.3          14,217            40.77
    Beverage                                           249,803           5.0           6,264            17.96
    Other Income                                       528,005          10.5          13,240            37.97
                                                       -------          ----          ------            -----
      Total Revenues                                 5,026,830         100.0         126,050           361.46

Departmental Expense *
    Casino                                           1,500,719          54.3          37,631           107.91
    Rooms                                              382,610          41.6           9,594            27.51
    Food                                               608,813         107.4          15,266            43.78
    Beverage                                           170,017          68.1           4,263            12.23
    Other Income                                       326,165          61.8           8,179            23.45
                                                       -------          ----           -----            -----
      Total Departmental Exp                         2,988,324          59.4          74,933           214.88

Departmental Income                                  2,038,505          40.6          51,116           146.58

Undistributed Operating Expenses
    Administrative and General                         635,787          12.6          15,943            45.72
    Marketing                                           85,595           1.7           2,146             6.15
    Energy                                              76,265           1.5           1,912             5.48
    Complimentary/Promotions                            37,542           0.7             941             2.70
    Entertainment                                       59,114           1.2           1,482             4.25
                                                        ------           ---           -----             ----
      Total                                            894,302          17.8          22,425            64.31

House Profit                                         1,144,203          22.8          28,691            82.28

Fixed Charges
    Property Tax                                        33,152           0.7             831             2.38
    Rent of Premises                                    14,538           0.3             365             1.05
    Equipment Lease                                      4,246           0.1             106             0.31
                                                         -----           ---             ---             ----
      Total                                             51,936           1.0           1,302             3.73

Net Income                                          $1,092,267          21.7 %       $27,389           $78.54
                                                    ==========          ====         =======           ======

    Food as a % of Gaming Revenue                                       20.5 %
    Beverage as a % of Gaming Revenue                                    9.0
    Other Income as a % of Gaming Revenue                               19.1


* Departmental expenses expressed as a percentage of departmental revenues

(1) Per Available Room

(2) Per Occupied Room

           Sources: Nevada Gaming Abstract, State Gaming Control Board
                    HVS Gaming Services



                               September 12, 1997

                  Mr. Jim Riley
                  Bank of Nova Scotia, New York Agency
                  One Liberty Plaza
                  New York, New York 10005
                  (212) 225-5098 Phone
                  (212) 225-5172 Fax
                                       Re: Proposed Aladdin Hotel and Casino
                                           Las Vegas, Nevada
                                           HVS Ref.: #9710413
                  Dear Mr. Riley:

                  Pursuant to your request, we submit this restricted appraisal
                  report pertaining to the above-captioned property. We have
                  inspected the site and facilities and analyzed the casino
                  hotel market conditions in the Las Vegas market area.

                  This letter, which complies with the requirements set forth in
                  the Uniform Standards of Professional Appraisal Practice for a
                  restricted appraisal report, is a brief recapitulation of the
                  appraisers' data, analyses, and conclusions. It does not
                  include full discussion of the data, reasoning, and analyses
                  that were utilized in the appraisal process to develop the
                  appraisers' opinion of value. Supporting documentation is
                  retained in the appraisers' file and will be presented in the
                  self-contained appraisal we are in the process of preparing,
                  and which should be delivered to you in approximately three
                  weeks. The valuation is expressly made subject to all normal
                  assumptions and limiting conditions, a copy of which is
                  provided along with the certification.

Subject of the 
Appraisal         The subject of the appraisal is the fee simple interest in a
                  +/- 34.31-acre parcel of land currently improved with the
                  Aladdin Hotel and Casino and Performing Arts Center. The
                  subject's civic address is 3667 Las Vegas Boulevard, Las
                  Vegas, Nevada. While the site is currently improved, this
                  appraisal assumes the demolition of all of the current
                  improvements, with the exception of the Performing Arts
                  Center. A new mixed-use development is currently proposed for
                  the subject site consisting of a 2,600-room hotel and a
                  100,000 square foot casino (the Aladdin Hotel and Casino), a
                  450,000-square-foot shopping mall, a parking garage, and a
                  co-generation plant. Based on a site plan provided by the
                  project's developers, the hotel and casino portion of the
                  development will encompass +/- 18.16 acres of the
                  +/- 34.31-acre site. For purposes of this appraisal, we have
                  been asked to render an opinion as to the prospective market
                  value of the land and improvements for the Aladdin Hotel and
                  Casino portion of the development, the market value of the
                  entire +/- 34.31 acres of land as if vacant and ready for
                  development, and the market value of the +/- 18.16 acres of
                  land allocated to the redeveloped Aladdin Hotel and Casino as
                  if vacant and ready for development. As


                  mentioned, the subject site is located on Las Vegas Boulevard
                  (The Strip) in Las Vegas, Nevada.

Purpose of
the Assignment    The purpose of the assignment is to estimate the prospective
                  market value of the Aladdin Hotel and Casino when construction
                  has been completed and the improvements are operational; the
                  market value of the underlying +/- 34.31 of land of the entire
                  site; and the market value of the +/- 18.16 acres of land
                  allocated to the Aladdin Hotel and Casino portion of the
                  development. Market value is defined by the Office of the
                  Comptroller of the Currency (OCC), 12 CFR, Part 34 as follows:

                  The most probable price which a property should bring in a
                  competitive and open market under all conditions requisite to
                  a fair sale, the buyer and seller each acting prudently and
                  knowledgeably, and assuming the price is not affected by undue
                  stimulus. Implicit in this definition is the consummation of a
                  sale as of a specified date and the passing of title from
                  seller to buyer under conditions whereby:

                        1.    buyer and seller are typically motivated;

                        2.    both parties are well informed or well advised,
                              and acting in what they consider their own best
                              interests;

                        3.    a reasonable time is allowed for exposure in the
                              open market;

                        4.    payment is made in terms of cash in U.S. dollars
                              or in terms of financial arrangements comparable
                              thereto; and

                        5.    the price represents the normal consideration for
                              the property sold unaffected by special or
                              creative financing or sales concessions granted by
                              anyone associated with the sale.

                  "Prospective" market value is the forecast of the value
                  expected at a specified future date.


                                       2


Intended Use      The valuation is being prepared for Bank of Nova Scotia, New  
of the Report     York Agency for financing purposes. None of the information   
                  presented should be disseminated to the public or third       
                  parties without the express consent of HVS International.     

Date of           The subject property was inspected on August 7, 1997 by Mark  
Inspection        D. Capasso and Anne R. Lloyd Jones, CRE.                      

Interest Valued   The property rights appraised are the fee simple ownership of
                  the land and improvements including furniture, fixtures, and
                  equipment.

Effective Dates   The effective date of the prospective market value for the    
of Value          Aladdin Hotel and Casino is January 1, 2000, the anticipated  
                  date of opening. The effective date of value for both the     
                  entire +/- 34.31-acre site and the +/- 18.16 acres of land
                  allocated to the hotel and casino portion of the development  
                  is August 7, 1997.                                            

Scope of
the Appraisal     All information was collected and analyzed by staff of HVS
                  International. Descriptive data and site plans for the
                  proposed subject property were supplied by the developers,
                  Aladdin Holdings, LLC. The site has been inspected and the
                  developers and future management have been interviewed. We
                  have gathered economic data and information on improved sales,
                  areawide and competitive casino revenues, occupancies and
                  average rates, operating expenses, construction costs, and
                  capitalization and equity yield rates. We have spoken with
                  buyers, sellers, brokers, developers and public officials. We
                  have analyzed this information and have considered the sales
                  comparison, cost, and income approaches to value. Based on our
                  findings, we have prepared a forecast of income and expense
                  representing a stabilized year and capitalized the net income
                  based on current required debt and equity returns. The value
                  conclusion is based upon this investigation and analysis and
                  is conveyed herein.

                  In the development of the opinion of value, the appraisers
                  performed a complete appraisal process as defined by the
                  Uniform Standards of Professional Practice. This means that no
                  departures from Standard 1 were invoked. This restricted
                  appraisal report presents only the appraisers' conclusions.
                  Supporting documentation is retained in the appraisers' file
                  and will be presented in our narrative self-contained report,
                  which we are in the process of preparing.


                                       3


Highest           Highest and best use is defined as "the reasonably probable   
and Best Use      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." (1) Using these criteria, it is
                  our opinion that the highest and best use of the subject land
                  is to be improved with a mixed use development consisting of a
                  hotel and casino, shopping mall, and various other facilities.

Summary of 
Analysis and      The final conclusion of value is arrived at after reviewing   
Valuation         the estimates indicated by the income capitalization, sales   
                  comparison, and cost approaches. The relative significance,   
                  applicability, and defensibility of each value is considered, 
                  and the greatest weight is given to that approach deemed most 
                  appropriate for the property being appraised. In recognition  
                  of the purpose of this appraisal, we have given primary weight
                  to the value indicated by the income capitalization approach  
                  and made some subjective adjustments based on the sales       
                  comparison and cost approaches, in developing an estimate of  
                  the prospective value of the proposed property. In developing 
                  an estimate of value of the subject sites, as vacant, we have 
                  relied primarily on the sales comparison approach.            

                  Based on the available data, our analysis and experience in
                  the hotel industry, it is our opinion that the "prospective"
                  market value of the fee simple interest in the proposed
                  Aladdin Hotel and Casino (as previously described), as of the
                  date the project is complete and operational, assumed to be on
                  or about January 1, 2000, will be:

                                          $825,000,000

                           EIGHT HUNDRED TWENTY FIVE MILLION DOLLARS

                  In addition, it is our opinion that the market value of the
                  total, +/- 34.31-acre subject site, as vacant and including
                  the development rights and entitlements, as of August 7, 1997,
                  is:

                                          $180,000,000

                               ONE HUNDRED EIGHTY MILLION DOLLARS

                  --------
                  (1) Appraisal Institute. The Dictionary of Real Estate
                      Appraisal. 3rd ed. Chicago: Author, 1993, p. 171.


                                       4


                  In addition, it is our opinion that the market value of the
                  +/- 18.16 acres of land allocated to the Aladdin Hotel and
                  Casino portion of the development, as vacant and including the
                  development rights and entitlements, as of August 7, 1997, is:

                                          $135,000,000

                            ONE HUNDRED THIRTY FIVE MILLION DOLLARS

Exposure and 
Marketing 
Periods           Based upon current market conditions, we believe the property
                  could transact at this price with exposure and marketing
                  periods of up to six months.

                  We hereby certify that we have no undisclosed interest in the
                  property, and our employment and compensation are not
                  contingent upon our valuation. This restricted appraisal
                  report is for internal use only and, as previously noted, does
                  not include full discussion of the data, reasoning, and
                  analyses that were utilized in the appraisal process. The
                  valuation is expressly made subject to all normal and specific
                  assumptions and limiting conditions, a copy of which is
                  included in this restricted appraisal report.

                                          Very truly yours,
                                          HVS International

                                          A Division of Hotel Consulting 
                                          Services, Inc.

Mark D. Capasso
                                          Senior Associate
Anne R. Lloyd-Jones, CRE
                                          Senior Vice President
Stephen Rushmore, CRE, MAI, CHA
                                          President


                                       5


                Statement of Assumptions and Limiting Conditions

This restricted appraisal report complies with the requirements set forth under
Standards Rule 2-2(c) of the Uniform Standards of Professional Appraisal
Practice for a restricted appraisal report. As such, it does not include
discussions of the data, reasoning, and analyses that were used in the appraisal
process to develop the appraisers' opinion of value. Supporting documentation
concerning the data, reasoning, and analyses is retained in the appraisers'
file. The information contained in this letter is specific to the need of the
client and for the intended use stated in this letter. The appraisers are not
responsible for unauthorized use of this report. This restricted appraisal
report is to be used in whole and not in part.

No responsibility is assumed for matters of a legal nature, nor do we render any
opinion as to title, which is assumed to be marketable and free of any deed
restrictions and easements. The property is valued as though free and clear
unless otherwise stated.

There are no hidden or unapparent conditions of the property, sub-soil or
structures, such as underground storage tanks, that would render it more or less
valuable. No responsibility is assumed for these conditions or any engineering
that may be required to discover them.

We have not considered the existence of potentially hazardous materials used in
the construction or maintenance of the building, such as asbestos, urea
formaldehyde foam insulation, or PCBs, nor have we considered the presence of
any form of toxic waste. Furthermore, we have also not considered
polychlorinated biphengyls, pesticides, and lead-based paints. The appraisers
are not qualified to detect any hazardous substances and urge the client to
retain an expert in this field if desired. 

We have made no survey of the property, and assume no responsibility in
connection with such matters. Any sketches, photographs, maps, and other
exhibits are included only to assist the reader in visualizing the property. It
is assumed that the use of the land and improvements is within the boundaries of
the property described, and that there is no encroachment or trespass unless
noted.

All information, financial operating statements, estimates, and opinions
obtained from parties not employed by HVS International are assumed to be true
and correct. We can assume no liability resulting from misinformation.

Unless noted, we assume that there are no encroachments, zoning violations, or
building violations encumbering the subject property.

The property is assumed to be in full compliance with all applicable federal,
state, local, and private codes, laws, consents, licenses, and regulations
(including a liquor license where appropriate), and that all licenses, permits,
certificates, franchises, and so forth can be freely renewed or transferred to a
purchaser.

All mortgages, liens, encumbrances, leases, and servitude's have been
disregarded unless specified otherwise.

No portions of this restricted appraisal report may be reproduced in any form
without our permission, and the report cannot be disseminated to the public
through advertising, public relations, news, sales, or other media.

We are not required to give testimony or attendance in court by reason of this
analysis without previous arrangements, and only when our standard per-diem fees
and travel costs are paid prior to the appearance.


                                       6


If the reader is making a fiduciary or individual investment decision and has
any questions concerning the material presented in this restricted appraisal
report, it is recommended that the reader contact us.

We take no responsibility for any events or circumstances that take place
subsequent to either the date of value or the date of our field inspection,
whichever occurs first.

The quality of a casino hotel facility's on-site management has a direct effect
on a property's economic viability and value. The financial forecasts presented
in this analysis assume responsible ownership and competent management. Any
variance from this assumption may have a significant impact on the projected
operating results and value estimate.

The value estimate developed for this restricted appraisal report is based on an
evaluation of the overall economy, and neither takes into account, nor makes
provision for, the effect of any sharp rise or decline in local or national
economic conditions. To the extent that wages and other operating expenses may
advance during the economic life of the property, we expect that the prices of
rooms, food, beverages, and services will be adjusted to at least offset these
advances. We do not warrant that the estimates will be attained, but they have
been prepared on the basis of information obtained during the course of this
study and are intended to reflect the expectations of typical investors.

This analysis assumes continuation of all Internal Revenue Service tax code
provisions as stated or interpreted on either the date of value or the date of
our field inspection, whichever occurs first.

Many of the figures developed for this restricted appraisal report were
generated using sophisticated computer models that make calculations based on
numbers carried out to three or more decimal places. In the interest of
simplicity, most numbers have been rounded to the nearest tenth of a percent.
Thus, these figures may be subject to small rounding errors.

It is agreed that our liability to the client is limited to the amount of the
fee paid as liquidated damages. Our responsibility is limited to the client, and
use of this restricted appraisal report by third parties shall be solely at the
risk of the client and/or third parties.

Although this analysis employs various mathematical calculations to provide
value indications, the final estimate is subjective and may be influenced by our
experience and other factors not specifically set forth is this letter.

Any distribution of the total value between the land and improvements or between
partial ownership interests applies only under the stated use. Moreover,
separate allocations between components are not valid if this restricted
appraisal report is used in conjunction with any other analysis.

The Americans with Disabilities Act (ADA) became effective on January 26, 1992.
We have conducted no specific compliance survey to determine whether the subject
property is in conformity with the various detailed requirements of the ADA. It
is possible that the property does not comply with the requirements of the act,
and this could have an unfavorable effect on the property value. Because we have
no direct evidence regarding this issue, our estimate of value does not consider
possible noncompliance with the ADA.


                                       7


This study was prepared by HVS International, a division of Hotel Consulting
Services, Inc. All opinions, recommendations and conclusions expressed during
this assignment have been rendered by the staff of Hotel Consulting Services,
Inc. acting solely as employees and not as individuals.

CERTIFICATION

                  We the undersigned appraisers, hereby certify:

that the statements and opinions presented in this restricted appraisal report
subject to the limiting conditions set forth, are correct to the best of our
knowledge and belief;

that Mark D. Capasso and Anne R. Lloyd-Jones CRE, personally inspected the
property described in this report and actively participated in the analysis;

that the appraisers have extensive experience in the valuation of casino hotels
and believe that they are competent to undertake this appraisal; 

that we have no current or contemplated interests in the real estate that is the
subject of this restricted appraisal report;

that we have no personal interest or bias with respect to the subject matter of
this letter or the parties involved; 

that this restricted appraisal report sets forth all of the limiting conditions
(imposed by the terms of this assignment) affecting the analyses, opinions, and
conclusions presented herein;

that the fee paid for the preparation of this study is not contingent upon the
amount of the value estimate;

that this restricted appraisal report has been prepared in accordance with and
is subject to the requirements of the Code of Professional Ethics and Standards
of Professional Appraisal Practice of the Appraisal Institute;

that the use of this letter is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives;

that this letter has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice (as adopted by the Appraisal Foundation); 

that no one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report;

that as of the date of this restricted appraisal report, Stephen Rushmore, CRE,
MAI, CHA has completed the requirements of the continuing education program of
the Appraisal Institute;

that this appraisal is not based on a requested minimum value, a specific value,
or the approval of a loan.


                                                 /s/ Mark D. Capasso
                                       -----------------------------------------
                                       Mark D. Capasso, as an employee of
                                       Hotel Consulting Services, Inc.


                                       8



                                                  /s/ Anne R. Lloyd
                                       -----------------------------------------
                                       Anne R. Lloyd Jones, CRE, as an
                                       employee of Hotel Consulting Services,
                                       Inc.


                                                 /s/ Stephen Rushmore
                                       -----------------------------------------
                                       Stephen Rushmore, CRE, MAI, CHA, as an
                                       employee of Hotel Consulting Services,
                                       Inc.


                                       9



            Passenger    Percent    Percent    Total       Percent    Percent
Year      Enplanements  Change(1)  Change(2) Passengers   Change(1)  Change(2)
- --------------------------------------------------------------------------------
1985         123,064        --         --     246,098        --         --
1986         164,072      33.3%      33.3%    326,946      32.9%      32.9%
1987         176,503       7.6       19.8     354,028       8.3       19.9
1988         145,541     (17.5)       5.8     294,783     (16.7)       6.2
1989         144,094      (1.0)       4.0     288,665      (2.1)       4.1
1990         140,814      (2.3)       2.7     283,550      (1.8)       2.9
1991         139,357      (1.0)       2.1     279,495      (1.4)       2.1
1992         156,529      12.3        3.5     314,312      12.5        3.6
1993         153,344      (2.0)       2.8     307,621      (2.1)       2.8
                                             
1994         168,000        --         --    
1995         183,000       8.9%       8.9%   
1996         198,000       8.2        8.6    
                                                        
(1)   Annual average compounded percentage change from the previous year
(2)   Annual average compounded percentage change from 1985 for historicals;
      from 1994 for forecasts

         Source: Medford-Jackson County Airport; FAA Terminal Forecasts



Hospitality Valuation Services, Mineola, New York
                                      Qualifications of Anne R. Lloyd-Jones, CRE
- --------------------------------------------------------------------------------



================================================================================
Anne R. Lloyd-Jones, CRE


Employment

1982 to present

                        HOSPITALITY VALUATION SERVICES
                        (Division of Hotel Appraisals, Inc.)
                        Mineola, New York
                        (Hotel/Motel Valuations, Market Studies,
                        Feasibility Reports and Investment Counseling)

1981
                        FAIRMONT HOTEL
                        Dallas, Texas

1979 - 1980
                        SAGA FOOD SERVICE
                        SWARTHMORE COLLEGE
                        Swarthmore, Pennsylvania

1977 - 1980
                        DARANNE CATERERS
                        Swarthmore, Pennsylvania

Professional 
Affiliations
                        American Society of Real Estate Counselors - 
                          Member (CRE)
                        Appraisal Institute - Candidate for Membership
                        Cornell Society of Hotelmen

Education
                        MPS - School of Hotel Administration, Cornell University

                        BA - Swarthmore College

                        Appraisal Institute
                           Course 1A1 - Real Estate Appraisal Principles 
                           Course 1A2 - Basic Valuation Procedures 
                           Course 1BA - Capitalization Theory and Techniques, 
                              Part A 
                           Course 1BB - Capitalization Theory and Techniques, 
                              Part B 
                           Course 2-1 - Case Studies in Real Estate Valuation 


Hospitality Valuation Services, Mineola, New York
                                      Qualifications of Anne R. Lloyd-Jones, CRE
- --------------------------------------------------------------------------------


                           Course 2-3 - Standards of Professional Practice 
                           Course 3-1 - Report Writing


Hospitality Valuation Services, Mineola, New York
                                      Qualifications of Anne R. Lloyd-Jones, CRE
- --------------------------------------------------------------------------------


Examples of Corporate 
and Institutional Clients     Chase Manhattan Bank, N. A.       
Served                        Chemical                          
                              Citibank                          
                              Doubletree Hotels                 
                              Federal Home Loan Bank Board      
                              Great Western Bank                
                              Holiday Inns, Inc.                
                              Interstate Hotels                 
                              Metropolitan Life                 
                              MassMutual                        
                              Marriott Corporation              
                              Morgan Guaranty Trust             
                              North Carolina National Bank      
                              Paine Inc.                        
                              Salomon Inc                       
                              Sheraton Hotels                   
                              Union Bank U.                     
                              S. Economic Development Authority 
                              Winegardner & Hammons             
                              Wyndham Hotel Company             

Hotel Chains and 
Management                    Doubletree Hotels         
Companies Appraised or        Compri Hotels             
Evaluated                     Interstate Hotels         
                              Fairmont Hotels           
                              Guest Quarters            
                              Hilton Hotels Corporation 
                              Omni International Hotels 
                              Ramada Hotel Corp.        
                              Servico Hotel Corp.       
                              Winegardner & Hammons     

Appearance as an 
Expert Witness

                              Federal Bankruptcy Court, San Diego, California 
                              Federal Bankruptcy Court, Jefferson City, Missouri
                              Federal Bankruptcy Court, Columbia, South Carolina
                              Federal Bankruptcy Court, Houston, Texas 
                              Federal Bankruptcy Court, New York, New York 
                              Federal Bankruptcy Court, San Bernardino, 
                                California 
                              Federal Bankruptcy Court, Los Angeles, California 
                              Federal Bankruptcy Court, Charlotte, North 
                                Carolina 
                              Federal Bankruptcy Court, Miami, Florida 
                              Federal District Court, Central Division, Salt 
                                Lake City, Utah 
                              Iowa District Court, Story County, Iowa 
                              Texas District Court, Harris County, Texas 
                              Federal Bankruptcy Court, Tampa, Florida 
                              Utah District Court, Salt Lake County, Utah


Hospitality Valuation Services, Mineola, New York
                                      Qualifications of Anne R. Lloyd-Jones, CRE
- --------------------------------------------------------------------------------


Examples of Hotels 
Appraised or Evaluated        Arizona 
                              - Wyndham Garden Hotel, Chandler 
                              - Wyndham Garden Hotel 
                              - Airport, Phoenix 
                              - Wyndham Garden Hotel 
                              - Union Hills, Phoenix 
                              - Canyon Ranch Spa & Fitness Resort, Tucson

                              Alabama
                              - Holiday Inn, Birmingham
                              - Proposed Sheraton, Gulf Shores
                              - Proposed Inn, Mobile
                              - Holiday Inn, Sheffield

                              California
                              - Industry Hills Sheraton Hotel, City of Industry
                              - Piccadilly Inn, Fresno 
                              - Proposed Inn at Foss Creek, Healdsburg 
                              - Sunset Towers Hotel, Hollywood 
                              - Proposed La Quinta, Irvine 
                              - Wyndham Garden Hotel, La Jolla 
                              - Days Inn, La Palma
                              - Proposed Marriott Courtyard, Palm Springs 
                              - Proposed Club Hilton Hotel, Pleasanton 
                              - Center Pointe Development, San Diego 
                              - Holiday Inn-Embarcadero, San Diego 
                              - Holiday Inn-Harbor View, San Diego 
                              - Seven Seas Lodge, San Diego 
                              - Proposed Fountaingrove Inn, Santa Rosa 
                              - Sheraton Round Barn Inn, Santa Rosa 
                              - Wyndham Garden Hotel, Sunnyvale 
                              - Westlake Plaza Hotel, Thousand Oaks 
                              - Proposed Marriott Courtyard, Torrance

                              Colorado
                              - Proposed Hotel, Keystone

                              Connecticut
                              - Holiday Inn, Milford
                              - Holiday Inn, New Britain

                              District of Columbia
                              - Grand Hotel, Washington
                              - Wyndham Bristol Hotel, Washington

                              Florida
                              - Kon Tiki Village, Kissimmee
                              - Sheraton Lakeside, Kissimmee
                              - Holiday Inn, 22nd Street, Miami Beach
                              - Holiday Inn, 87th Street, Miami Beach
                              - Holiday Inn, 180th Street, Miami Beach
                              - Sheraton Resort & Marina, St. Petersburg
                              - Hilton Hotel, Singer Island
                              - Royce Hotel, West Palm Beach

                              Georgia 
                              - Marriott Hotel, Atlanta 
                              - Wyndham Garden Hotel, Atlanta 
                              - Holiday Inn, Brunswick 
                              - Holiday Inn, Jekyll Island 
                              - Mullberry Inn, Savannah 
                              - Royal Savannah Inn, Savannah

                              Hawaii
                              - Hobron in Waikiki, Honolulu

                              Idaho
                              - Holiday Inn, Boise
                              - Red Lion Inn, Boise
                              - Super 8, Boise

                              Illinois
                              - Ramada Inn, Bloomington
                              - Proposed Marriott Courtyard, Glenview
                              - Wyndham Garden Hotel, Naperville

                              Indiana
                              - Holiday Inn, Bloomington
                              - Inn at the Four Winds, Bloomington
                              - Ramada Inn, Bloomington
                              - Hilton Hotel, Fort Wayne
                              - Airport Hilton Inn, Indianapolis
                              - Hilton at the Circle, Indianapolis

                              Iowa
                              - Holiday Inn, Ames
                              - Proposed Fairfield Inn, Des Moines


Hospitality Valuation Services, Mineola, New York
                                      Qualifications of Anne R. Lloyd-Jones, CRE
- --------------------------------------------------------------------------------


Examples of Hotels  
Appraised or Evaluated        Kentucky
(cont'd)                      - Proposed Super 8, London
                              - Proposed Super 8, Radcliff

                              Louisiana
                              - Sheraton Inn, Kenner
                              - Hotel Meridien, New Orleans

                              Maine
                              - Proposed Hotel, Old Orchard Beach

                              Maryland
                              - Brookshire Hotel, Baltimore
                              - Lord Baltimore Hotel, Baltimore
                              - Hyatt Regency, Bethesda

                              Massachusetts
                              - Proposed Marriott Courtyard, Andover
                              - Hyatt Regency, Cambridge
                              - Proposed Hotel, Franklin
                              - Sheraton Inn, Hyannis
                              - Marriott Hotel, Worcester

                              Michigan
                              - Bay Valley Inn, Bay City
                              - Hilton Airport, Detroit
                              - Westin Renaissance Center, Detroit
                              - Hotel Pontchartrain, Detroit
                              - Proposed Embassy Suites, Lansing
                              - Hilton Inn, Northfield
                              - Holiday Inn, Saginaw

                              Minnesota
                              - Wyndham Garden Hotel, Bloomington
                              - Marriott Hotel, Minnetonka

                              Missouri
                              - Inn at Grand Glaize, Osage Beach
                              - Bel Air Hilton, St. Louis
                              - Holiday Inn Riverfront, St. Louis

                              Nebraska
                              - Holiday Inn - Airport, Lincoln
                              - Holiday Inn - Northeast, Lincoln
                              - Marriott Hotel, Omaha
                              Nebraska(cont'd)
                              - Ramada Inn, Omaha
                              - Red Lion Inn, Omaha

                              Nevada
                              - Proposed Super 8, Las Vegas

                              New Jersey
                              - Ramada Inn, Edison
                              - Marriott Hotel, Hanover
                              - Headquarters Plaza, Morristown
                              - Hyatt Regency, New Brunswick
                              - Holiday Inn, North Brunswick

                              New York
                              - Hilton Hotel, Albany 
                              - Proposed Embassy Suites, Amherst 
                              - Holiday Inn - Arena, Binghamton 
                              - Holiday Inn - SUNY, Binghamton 
                              - Proposed Hotel, Binghamton 
                              - Proposed Hilton, Brooklyn 
                              - Marriott Hotel, Dewitt 
                              - Metropole Hotel, Flushing 
                              - Midway Hotel, Flushing 
                              - Ramada Inn, Kingston 
                              - Royce Hotel, La Guardia 
                              - Holiday Inn, Latham 
                              - Proposed Crowne Plaza, Manhattan 
                              - Proposed Prince Street Hotel, Manhattan 
                              - Proposed Roslyn Inn, Roslyn 
                              - Proposed Le Richmonde, Rye Brook 
                              - Hilton Hotel, Syracuse 
                              - Hotel Syracuse, Syracuse 
                              - Proposed Hotel, Watertown

                              North Carolina
                              - Proposed Inn, Chapel Hill
                              - Proposed Indep. Center Marriott Hotel,Charlotte
                              - Royce Hotel, Charlotte
                              - Howard Johnson's - North, Charlotte
                              - Holiday Inn - West, Durham
                              - Sheraton University Inn, Durham
                              - Holiday Inn, Fayetteville
                              - Holiday Inn - Downtown, Raleigh


Hospitality Valuation Services, Mineola, New York
                                      Qualifications of Anne R. Lloyd-Jones, CRE
- --------------------------------------------------------------------------------


Examples of Hotels  
Appraised or Evaluated        Ohio
(cont'd)                      - Proposed Hyatt Hotel, Cleveland
                              - Proposed Marriott Hotel, Cleveland

                              Oregon
                              - Holiday Inn - Airport, Portland
                              - Holiday Inn - South, Portland

                              Pennsylvania
                              - Quality Inn, Allentown
                              - Holiday Inn, Bensalem
                              - Proposed Marriott Courtyard, Devon 
                              - Proposed Lafayette Inn, Easton 
                              - Ramada Inn, Erie 
                              - Holiday Inn, Harrisburg 
                              - Marriott Hotel, Harrisburg 
                              - Proposed Super 8, Harrisburg 
                              - Proposed Super 8, Lancaster 
                              - Holiday Inn - West, Monroeville 
                              - Days Inn Philadelphia 
                              - Franklin Plaza Hotel, Philadelphia 
                              - Franklin Towne EconoLodge, Philadelphia 
                              - Guest Quarters Hotel, Philadelphia 
                              - Hilton Inn, Northeast, Philadelphia 
                              - Marriott Airport Hotel, Philadelphia 
                              - Holiday Inn - Greentree, Pittsburgh 
                              - Holiday Inn - Parkway East, Pittsburgh 
                              - Holiday Inn - North, Pittsburgh 
                              - Holiday Inn - Parkway West, Pittsburgh 
                              - Proposed Hotel, Pittsburgh 
                              - Royce Hotel, Pittsburgh 
                              - Westin William Penn Hotel, Pittsburgh 
                              - Hilton Hotel, Scranton 
                              - Proposed Marriott Courtyard, Valley Forge 
                              - Holiday Inn - Meadowlands, Washington 
                              - Ramada Inn, York 
                              - Proposed Super 8, York

                              Rhode Island
                              - Proposed Hotel, Providence
                              - Omni Biltmore Hotel, Providence

                              South Carolina
                              - Proposed Charleston Center Hotel, Charleston
                              - Proposed Cooper River Inn, Charleston
                              South Carolina  (cont'd)
                              - Howard Johnson's, Spartanburg
                              - Proposed Middleton Inn and
                                 Conference Center, Charleston 
                              - Best Western, North Charleston 
                              - Proposed Marriott Courtyard, Columbia 
                              - Fairfield Inn, Florence 
                              - Holiday Inn, Florence 
                              - Fairfield Inn, Greenville 
                              - Proposed Marriott Courtyard, Greenville 
                              - Fairfield Inn, Hilton Head 
                              - Holiday Inn, Hilton Head

                              Tennessee
                              - Hampton Inn, Brentwood
                              - Proposed Marriott Courtyard, Brentwood
                              - Howard Johnson's, Chattanooga
                              - Sheraton Hotel, Chattanooga
                              - Howard Johnson's, Knoxville
                              - Proposed Capital Mall Convention Center Hotel,
                                 Nashville
                              - Clarion Maxwell House, Nashville
                              - Holiday Inn - Briley Parkway, Nashville
                              - Proposed Marriott Courtyard, Nashville
                              - Sheraton Music City, Nashville
                              - Stouffer's Nashville Hotel, Nashville
                              - Proposed Super 8, Nashville
                              - Union Station Hotel, Nashville
                              - Wyndham Garden Hotel, Nashville
                              - Proposed Super 8, Union City

                              Texas
                              - Proposed Marriott Courtyard, Addison 
                              - Proposed Marriott Courtyard, Arlington
                              - La Mansion, Austin 
                              - Proposed Marriott Courtyard, Bedford 
                              - Airport Hilton, El Paso 
                              - Hotel Meridien, Houston 
                              - Sheraton Hotel, Houston 
                              - Proposed Marriott Courtyard, Las Colinas 
                              - Proposed Marriott Courtyard, North Dallas 
                              - La Mansion Del Norte, San Antonio 
                              - La Mansion Del Rio, San Antonio


Hospitality Valuation Services, Mineola, New York
                                      Qualifications of Anne R. Lloyd-Jones, CRE
- --------------------------------------------------------------------------------


Examples of Hotels  
Appraised or Evaluated        Texas (cont'd)
(cont'd)                      - Proposed Marriott Courtyard, San Antonio
                              - Proposed Marriott Courtyard - Medical Center,
                                 San Antonio

                              Utah
                              - Deer Valley Resort, Park City
                              - Hilton Inn, Salt Lake City
                              - Holiday Inn, Salt Lake City
                              - Sheraton Hotel, Salt Lake City

                              Virginia
                              - Mountain Lake Hotel, Blacksburg 
                              - Howard Johnson's, Bristol 
                              - Boars Head Inn, Charlottesville 
                              - Proposed Fairfield Inn, Hampton 
                              - Proposed Embassy Suites, Herndon 
                              - Ramada Renaissance, Herndon 
                              - Proposed Marriott Courtyard, Manassas 
                              - Omni Hotel, Norfolk 
                              - Proposed Marriott, Norfolk 
                              - Howard Johnson's, Richmond 
                              - Howard Johnson's, Roanoke 
                              - Howard Johnson's, Roanoke Rapids 
                              - Wyndham Hotel, Williamsburg

                              Washington
                              - Wyndham Garden Hotel, Bothell
                              - Redmond Hotel, Redmond
                              - Wyndham Garden Hotel, SeaTac

                              West Virginia
                              Proposed Budget Motel, Princeton

                              Wisconsin
                              - Proposed Granada Royale, Green Bay
                              - Holiday Inn-Downtown, Green Bay

                              Canada
                              - Inn on the Park, Toronto

                              Puerto Rico
                              - Carib Inn, San Juan

                              Virgin Islands
                              - Virgin Grand Beach Hotel, St. Thomas

                              Jamaica
                              - Holiday Inn, Montego Bay



Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================
Stephen Rushmore, CRE, MAI, CHA


Employment
1980 to present

                        HOSPITALITY VALUATION SERVICES
                        (Division of Hotel Appraisals, Inc.)
                        Mineola, New York
                        (Hotel/Motel Valuations, Market Studies,
                        Feasibility Reports, and Investment Counseling)

1977 - 1980
1971 - 1974             HELMSLEY-SPEAR HOSPITALITY SERVICES, INC.
                        New York, New York
                        (Real Estate)

1974 - 1977
                        JAMES E. GIBBONS ASSOCIATES
                        Garden City, New York
                        (Mortgage Banking, Appraisals, Hotel Operations)

Affiliated
Ownership Interests     HOSPITALITY VALUATION SERVICES (SAN FRANCISCO,
                        CALIFORNIA)
                        West coast office for hotel/motel appraisals and
                        counseling

                        HOSPITALITY VALUATION SERVICES (MIAMI, FLORIDA)
                        Southeast office for hotel/motel appraisals and
                        counseling

                        HOSPITALITY VALUATION SERVICES (BOULDER, COLORADO)
                        Midwest office for hotel/motel appraisals and counseling

                        HOSPITALITY VALUATION SERVICES - CANADA (VANCOUVER,
                        CANADA)
                        Canadian office for hotel/motel appraisals and
                        counseling

                        HOSPITALITY VALUATION SERVICES INTERNATIONAL
                        (LONDON, ENGLAND)
                        European office for hotel/motel appraisals and
                        counseling

                        HVS - FINANCIAL SERVICES
                        Investment banking for the hotel industry


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


                        HVS - EXECUTIVE SEARCH

                        Hotel/motel executive search and human resource
                        consulting


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Affiliated
Ownership Interests     HVS - ECO SERVICES
(continued)             Environmental consulting for hotels and motels;
                        administrator of the ECOTEL designation

                        HOSPITALITY EQUITY INVESTORS, INC.
                        Hotel and motel investment and management company

                        TRUMBULL MARRIOTT HOTEL
                        General partner of a 324-room hotel and conference
                        center

                        PRINCETON HOTEL ASSOCIATES
                        General partner of a 128-unit Residence Inn in
                        Princeton, New Jersey

                        SEAVIEW GOLF RESORT ASSOCIATES
                        General partner of a 298-unit, 424-acre Marriott resort
                        in Absecon, New Jersey

                        SHELTON HOTEL ASSOCIATES
                        General partner of a 96-unit Residence Inn in Shelton,
                        Connecticut

                        DANBURY HOTEL ASSOCIATES
                        General partner of a 243-unit Hilton Hotel in Danbury,
                        Connecticut

                        PRUDENTIAL - HEI JOINT VENTURE
                        Joint venture partner with Prudential Insurance Company
                        of America on a 234-unit Embassy Suites in Atlanta,
                        Georgia

                        WESTPORT NORFOLK ASSOCIATES
                        General partner of a 425-unit Omni Hotel in Norfolk,
                        Virginia

                        WESTPORT BWI, LLC
                        General partner of a 310-unit Marriott Hotel in
                        Baltimore, Maryland

                        WESTPORT RARITAN, LLC
                        General partner of a 274-unit Crowne Plaza Hotel in
                        Raritan, New Jersey


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Affiliated
Ownership Interests     WESTPORT NOVI BWI, LLC
(continued)             General partner of a 193-unit Hilton Hotel in Novi,
                        Michigan

                        HOSPITALITY VALUATION SOFTWARE, INC.
                        Founder of software company that develops and
                        distributes hotel financial analysis software

Hotels Managed
                        Sheraton Hotel, Smithtown, New York 
                        Marriott Hotel, Baltimore Airport, Maryland 
                        Hilton Hotel, Danbury, Connecticut 
                        Residence Inn, Princeton, New Jersey 
                        Embassy Suites, Atlanta Airport, Georgia 
                        Omni Hotel, Norfolk, Virginia 
                        Crowne Plaza, Raritan, New Jersey 
                        Hilton Hotel, Novi, Michigan 
                        Hilton Hotel, Wilmington, Delaware

Professional 
Affiliations
                        American Society of Real Estate Counselors - Member
                        (CRE) - Board of Governors

                        Appraisal Institute - Member (MAI) (SREA)
                        - Developer and Instructor, Hotel Investment and
                        Valuation Seminar
                        - Developer and Instructor, Hotel Computer Valuation
                        Seminar

                        American Hotel and Motel Association
                        - Certified Hotel Administrator (CHA)
                        - Industry Real Estate Financing Advisory Council
                        (IREFAC)

                        International Society of Hospitality Consultants -
                        Member (ISHC)

                        Foodservice Consultants Society International -
                        Professional Member (FCSI)

                        New York University - Adjunct Assistant Professor

                        Michigan State University - Honorary Faculty, Honorary
                        Alumnus


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
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================================================================================


Professional 
Affiliations
(continued)             Certified General Appraiser - Arizona, Colorado,
                        Connecticut, Delaware, District of Columbia, Georgia,
                        Illinois, Iowa, Maryland, Massachusetts, Michigan,
                        Minnesota, Mississippi, Missouri, Nebraska, New
                        Hampshire, New Jersey, New York, Oregon, Pennsylvania,
                        South Carolina, Tennessee, Utah, Virginia, West
                        Virginia, Wyoming

                        Licensed Real Estate Broker - New York, Pennsylvania

                        Board of Advisers
                        - Real Estate Finance Journal
                        - Real Estate Workouts & Asset Management

                        American Arbitration Association - National Real Estate
                        Valuation Council

                        Cornell Society of Hotelmen

                        NY University Masters in Hospitality Management -
                        Advisory Board

                        Hospitality Investment Conference - Board of Advisors

                        Beta Gamma Sigma - National Honor Society in Business
                        and Management

Endowment

                        Hospitality Valuation Services Professor of Hotel
                        Finance and Real Estate
                        - School of Hotel Administration, Cornell University
                        (currently held by Professor James J. Eyster)
                        BS - School of Hotel Administration, Cornell University

Education
                        MBA - Graduate School of Business Administration
                        (Finance), University of Buffalo

                        Candidate for PhD - School of Education, Department of
                        Food Service Management, New York University

List of Teaching and
Lecture Assignments     Cornell University - Computer Valuation Techniques

                        Michigan State University - Hotel Management Contracts

                        University of North Carolina - Hotel Market Studies

                        University of Virginia - Assessing Hotels

                        American Arbitration Association - Real Estate
                        Arbitration


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


List of Teaching and
Lecture Assignments
(continued)             American Hotel and Motel Association - Hotel
                        Obsolescence

                        Appraisal Institute - Hotel Valuation

                        International Association of Assessing Officers - Hotel
                        Valuation

                        Montreal Appraisal Society - Total Project Analysis

                        Society of Real Estate Appraisers - Lease Seminar

Published Books 
and Seminars

Textbooks
                        The Valuation of Hotels and Motels,
                        Appraisal Institute, Chicago, Illinois, 1978

                        Hotels, Motels and Restaurants: Valuations and Market
                        Studies,
                        Appraisal Institute, Chicago, Illinois, 1983

                        How to Perform an Economic Feasibility Study of a
                        Proposed Hotel/Motel,
                        American Society of Real Estate Counselors, Chicago,
                        Illinois, 1986

                        Hotel Investments: A Guide for Owners and Lenders,
                        Warren, Gorham and Lamont, Inc., New York, New York,
                        1990

                        The Computerized Income Approach to Hotel Market Studies
                        and Valuations,
                        Appraisal Institute, Chicago, Illinois, 1990

                        Hotel Investments: A Guide for Owners and Lenders, 1992
                        Supplement,
                        Warren, Gorham and Lamont, Inc., New York, New York,
                        1992

                        Hotel Investments: A Guide for Owners and Lenders, 1993
                        Supplement,
                        Warren, Gorham and Lamont, Inc., New York, New York,
                        1992

                        Hotels and Motels: A Guide to Market Analysis,
                        Investment Analysis, and Valuations, Appraisal
                        Institute, Chicago, Illinois, 1992

Student Manuals

                        The Valuation of Lease Interests,
                        Society of Real Estate Appraisers, Chicago, Illinois,
                        1976

                        Hotel-Motel Valuation Seminar,
                        Appraisal Institute, Chicago, Illinois, 1981, 1988, 1990


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


                        The Computerized Approach to Hotel Market Studies and
                        Valuations Seminar,
                        Appraisal Institute, Chicago, Illinois, 1991


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
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================================================================================

Published Books 
and Seminars (continued)

Demonstration 
Appraisal               Demonstration Appraisal of a Proposed Hotel, Spring
                        Valley, New York, Hospitality
                        Valuation Services, Mineola, New York, 1983, 1990

Chapters
                        The Real Estate Handbook-Second Edition, Dow
                        Jones-Irwin, 1989, "Hotels and Motels"

                        Arbitration of Real Estate Valuation Principles,
                        American Arbitration Association, 1987, "Arbitration in
                        the Hospitality Industry"

                        Ethics in Hospitality Management: A Book of Readings,
                        Educational Institute of the American Hotel and Motel
                        Association, 1992, "Ethics in Hotel Appraising"

                        The Lodging and Food Service Industry, Educational
                        Institute of the American Hotel and Motel Association,
                        1993, "Insider's Insights"

Published Articles

The Appraisal Journal

                        "Using Total Project Analysis to Compete for Investment
                              Capital," October, 1975
                        "The Appraisal of Food Service Facilities," July, 1980
                        "Publish and Prosper," October, 1980
                        "Valuation of Hotels and Motels for Assessment
                              Purposes," April, 1984
                        "Adjusting Comparable Sales for Hotel Assessment
                              Appeals," July, 1986
                        "Hotel Business Value and Working Capital: A
                              Clarification," January, 1987
                        "Ethics in Hotel Appraising," July, 1993

The Appraiser
                        "Hotel-Motel Appraisal Misconceptions Set Straight,"
                              January, 1979
                        "No Conventional Financing Available for Hotels:
                              Rushmore," December, 1979
                        "Estimating Hotel Land Values Using Comparable Ground
                              Leases," April, 1980

Bulletin of the Cornell 
Society of Hotelmen

                        "Employment Philosophy for a Consulting Practice," July,
                              1984

The Canadian Appraiser

                        "Hotel/Motel Market Sales Update," Summer, 1987


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles 
(continued)

Capital Sources
for Real Estate

                        "Stephen Rushmore Discusses the Future of the Lodging
                              Industry," December, 1994

Cayuga Advisor
                        "Secrets to Success in Consulting," October, 1992

Chapter News and Notes

                        "Quantifying a Hotel's Business Value," November, 1979

Cornell Hotel & 
Restaurant 
Administration 
Quarterly               "A Preliminary Market Study," November, 1974
                        "How Much is Your Place Worth Today? A Case Study in
                              Hotel Motel Valuation," May, 1975
                        "What Can Be Done About Your Hotel's Real Estate Taxes?"
                              May, 1977
                        "The Appraisal of Lodging Facilities," August, 1978
                        "The Appraisal of Food Service Facilities," February,
                              1979 
                        "The Appraisal of Lodging Facilities - Update,"
                              November, 1984
                        "Hotel Sales Prices Down More Than 12%," May, 1991
                        "Seven Current Hotel Valuation Techniques," August, 1992
                        "The Valuation of Distressed Hotels," October, 1992

FCI Spec Sheet
                        "Employment Philosophy for a Consulting Practice,"
                              September, 1984

Hotel and Motel 
Management              "Average Rate vs. Project Cost," May 1, 1974
                        "How to Increase the Marketability of Your Motel,"
                              April, 1981
                        "Tougher Lending, Lower Room Rate Hikes On Way?" June,
                              1981
                        "What is That Mortgage Loan Going to Cost You?" August,
                              1981
                        "How to Perform a Study of Your Property's Market,"
                              October, 1981
                        "How do High Interest Rates Affect Your Motel's Value?"
                              December, 1981
                        "How to Buy a Feasibility Study That Works for You,"
                              February, 1982


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


                        "Settling Lease Conflicts Quickly Through Arbitration,"
                              April, 1982
                        "Are Casino Hotels Really Worth $500,000 Per Room?"
                              June, 1982
                        "Discount Rates and Internal Rate of Return," August,
                              1982
                        "Determining a Property's Extended Life Cycle,"
                              November, 1982


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles 
(continued)             "Using Microcomputers for Forecasting," December, 1982  
                        "Update on Hotel Development Costs," January, 1983      
Hotel and Motel         "Estimating a Site's Worth by Finding Its Profit Value,"
Management                    June, 1983
(continued)             "Hotel Construction May Be Slowing Down a Little Bit,"  
                              April, 1983
                        "The Investor's Risk Sways to Prevailing Economic       
                              Winds," August, 1983
                        "Is Your Property Tax at as Low a Level as it Should    
                              Be?" October, 1983
                        "The Ultimate Guest Room: Could it Ever Exist Anywhere?"
                              December, 1983

Hotel-Motor Inn 
Journal                 A Preventive Maintenance System for Motels," March, 1975

Hotel Valuation 
Journal
                        "Hotel Valuation Index Peaks During 1989," Fall, 1990
                        "Hotel Development Costs," Winter, 1991
                        "Hotel Valuation Index for 1990," Spring, 1991
                        "Bad Year for Hotel Sales Prices Confirmed," Spring,
                              1992
                        "Hotel Sales Prices on the Rise," Fall, 1994

Institutions/
Volume Feeding
                        "Greater Risk/Greater Profit Potential: Hotel Management
                              Contract," May, 1973

Lodging Hospitality
                        "How to Finance Renovation Projects," January, 1974
                        "Controlling Your Real Estate Taxes," July, 1978
                        "Putting Together a Sound Financial Package," December,
                              1978
                        "Favorable Outlook for Lodging Values," December, 1983
                        "Are Your Property Taxes Too High? (Part I and II)," May
                              and June, 1984
                        "Hotel Development Costs," July, 1984
                        "The Right Management Contract for You," September, 1984
                        "Selecting the Firm to Prepare Your Feasibility Study,"
                              October, 1984
                        "A Quick How-To In Hotel Valuation," November, 1984
                        "Updating Lodging Interest Rates," December, 1984
                        "Is Your Guest Experience Up to Par?" January, 1985


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles 
(continued)

Lodging Hospitality 
(continued)
                        "How to Perform a Breakeven Analysis," May, 1985
                        "Evaluating Operating Performance," June, 1985
                        "Hotel Lenders Toughen Underwriting Requirements," July,
                              1985
                        "Don't Forget the Pre-Opening Agreement," August, 1985
                        "Management Companies Should Participate in Financing,"
                              October, 1985
                        "Current Techniques for Valuing Hotel Land," November,
                              1985
                        "Hotel Development Costs," December, 1985
                        "Sourcing Debt Into the 1990's," January, 1986
                        "Hotel Valuation Thumb Rule," February, 1986
                        "Value in Use Versus Value in Exchange," March, 1986
                        "Stretching Feasibility," April, 1986
                        "The Management Question," May, 1986
                        "How to Commission a Feasibility Study," June, 1986
                        "Macro Trends Affecting Property Values," July, 1986
                        "Hotel-Motel Market Sales Update," August, 1986
                        "Financing Alternatives: Zero Coupon Mortgages,"
                              September, 1986
                        "Forecasting Lodging Energy Costs," October, 1986
                        "Portfolio Financing a Better Way," November, 1986
                        "Profit by Looking at History," December, 1986
                        "Why New York Isn't Overbuilt," February, 1987
                        "How to Discourage Hotel Overbuilding: A Case Study,"
                              April, 1987
                        "Structuring an Incentive Management Fee," June, 1987
                        "Franchising Questions and Answers," July, 1987
                        "Comparing Hotel Development Costs," August, 1987
                        "Understanding Economic Life," September, 1987
                        "Prices Rise for Lodging Properties," October, 1987
                        "Management Companies Are Key to Success," November,
                              1987
                        "Evaluating a Management Contract Fee Structure,"
                              December, 1987
                        "Check Profits Before Selecting Hotel Operator,"
                              January, 1988
                        "It's a Good Time to Review Your Taxes," February, 1988


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles      "How to Use a Management Company Rating System," March, 
(continued)                   1988
                        "Make Sure Management Contracts Contain These Terms,"   
Lodging Hospitality           April, 1988
(continued)             "Hotel Access and Visibility," May, 1988
                        "Chain Sale Strategies," July, 1988                     
                        "Evaluating a Hotel Franchise," August, 1988            
                        "Evaluating Franchise Fees," September, 1988            
                        "Opportunities in Economy Lodging," October, 1988       
                        "How to Obtain a Hotel Mortgage," November, 1988        
                        "Arbitration in the Hospitality Industry," December,    
                              1988
                        "Lodging Development Cost Update," January, 1989        
                        "Amenities as Profit Builders," February, 1989          
                        "Hotel Values Mirror the Times," March, 1989            
                        "Forecasting Revenue and Expenses," April, 1989         
                        "Real Estate Jargon Made Simple," May, 1989             
                        "Pricing a Management Contract," June, 1989             
                        "Trends in Valuation," July, 1989                       
                        "Rescuing the Distressed Hotel," August, 1989           
                        "Shielding Against Incompetence," September, 1989       
                        "Hotel Valuation Revisited," October, 1989              
                        "New Breed of Hard Budgets," November, 1989             
                        "Figuring Cap Rates," December, 1989                    
                        "A Glance Backward," January, 1990                      
                        "Costs Creeping Up," February, 1990                     
                        "Valuing Distressed Properties," March, 1990            
                        "Cap and Discount Rates," April, 1990
                        "An Open Letter," May, 1990
                        "Misconceptions About Appraisals," June, 1990           
                        "Hotel Values Still Growing," July, 1990                
                        "Hotel Renovation is Key to `90s," August, 1990         
                        "Time Right for Hotel Leases," September, 1990          


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles      "Getting a Fix on Rates," October, 1990                 
(continued)             "The Wrinkles of Class," November, 1990 
                        "A Glance Backward," December, 1990
Lodging Hospitality     "The Price Dropoff," January, 1991                      
(continued)             "The Cost Washout," February, 1991                      
                        "Survival of the Fittest," March, 1991                  
                        "Looking Out and Up," April, 1991
                        "The Bottom is in Sight," May, 1991
                        "The Pitfalls of Liquidation," June, 1991               
                        "Extra! Extra! Hospitality News," July, 1991            
                        "The Art of Hotel Renovation," August, 1991             
                        "No Better Time for a Tax Review," September, 1991      
                        "No Time for Passivity," October, 1991                  
                        "What a Franchise Really Costs," November, 1991         
                        "In Case You Hadn't Heard," January, 1992               
                        "Negotiation - The Name of the Game," February, 1992    
                        "Now Could be the Time to Build," March, 1992           
                        "The Well May Stay Dry," April, 1992                    
                        "Hotel Life Expectancy," May, 1992                      
                        "Hotel Values - What a Downer," June, 1992              
                        "How to Make Money Now," July, 1992                     
                        "Hotel Chain Class Survey," August, 1992                
                        "Budget Dining with Rushmore," September, 1992          
                        "Bookings Up, Rates Will Follow," October, 1992         
                        "Hospitality Master's Good Preparation," November, 1992 
                        "What's New on the Job Front?" January, 1993            
                        "Where Have All the Hotels Gone?" February, 1993        
                        "Hotel Building Costs Continue to Fall," March, 1993    
                        "Hotel Values Head Upward," April, 1993                 
                        "The Rise and Fall of Trophy Hotels," May, 1993         


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles      "Hotel Sales and Prices Rebound," June, 1993            
(continued)             "Third Parties Loosening Purse Strings," July, 1993     
                        "Beyond Recycling: The Ecotel," August, 1993            
Lodging Hospitality     "Time to Reduce Property Taxes," September, 1993        
(continued)             "Lodging: The Way I See It," October, 1993              
                        "Choosing an Appraiser," November, 1993                 
                        "Who Needs an Asset Manager?" January, 1994             
                        "Investing by the Numbers," February, 1994              
                        "Fire Your Staff and Lease Them Back," March, 1994      
                        "Published Rates Hint at Recovery," April, 1994         
                        "Now is the Time to Start Building," May, 1994          
                        "Hotel Values Heading Up," June, 1994                   
                        "Farewell, Friend," July, 1994                          
                        "Sales Prices Creeping Up," August, 1994                
                        "Selecting Green Hotel Supplies," September, 1994       
                        "Don't Write Off Full-Service Hotels," October, 1994    
                        "Lodging REITS Are on the Rise," November, 1994         

Michigan Lodging
                        "Hotel Development Costs," January, 1988

The Mortgage and
Real Estate
Executives Report
                        "Atlantic City Building Game Involves High Stakes,"
                              August, 1979
                        "How Interest Rates Affect Real Estate Values," June,
                              1982
                        "Update on Hotel Development Costs," May 1, 1983

Motel-Hotel Insider
                        "The $100,000 Plus Hotel Room Has Become a Reality,"
                              November 19, 1979
                        "Update on Hotel Development Costs," April 4, 1983
NAIFA - The
Appraisal Review
                        "Hotel Valuation Techniques," Vol. 44, 1991

Real Estate Digest
                        "Why Should the Management Team be Important to Hotel
                              Lenders," Fall, 1988


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles 
(continued)

Real Estate
Finance Journal         "What is a Typical Fee for a Hotel Management Contract?"
                              Fall, 1988
                        "Hotel Franchise Fees," Winter 1989
                        "Why the Management Team Should be Important to Hotel
                              Lenders," Spring, 1989
                        "Hotel Values and Costs," Summer, 1989
                        "Structuring a Hotel Investment," Fall, 1989
                        "A Guide for Lenders Holding Distressed Hotel Loans,"
                              Winter, 1990
                        "Estimating Current Interest Rates for Hotel Financing,"
                              Spring, 1990
                        "Hotel Valuation Techniques," Summer, 1990 
                        "Now is the Time to Review Your Hotel's Property Taxes,"
                              Fall, 1990
                        "Property Tax Assessments for Hotels and Motels,"
                              Winter, 1991
                        "Putting Together Hotel Management Agreements - Part I,"
                              Spring 1991
                        "Putting Together Hotel Management Agreements - Part
                              II," Summer, 1991
                        "The 1980s - The Decade of Change," Fall, 1991
                        "An Overview of the Hotel Industry: Past, Present, and
                              Future," Spring, 1994

Real Estate Forum       "Casino Hotels Raise Valuation Questions," November,
                              1981

Real Estate
Investment Ideas        "How Fuel and Energy Shortages Should Affect Investment
                              Decisions in the Hospitality Industry," March, 
                              1974
                        "Upward Trend Continues for Sales Price of Hotel-Motel
                              Properties," May, 1988
                        "High Prices Paid for Hotel-Motel Properties," February,
                              1990

Real Estate Issues
                        "Employee Compensation for a Consulting Practice,"
                              Fall/Winter, 1985
                        "Hotel/Motel Market Sales Update," Spring/Summer, 1987

Real Estate 
Newsletter
                        "Computers in Hotel Appraising," May 15, 1989

Real Estate
Investment Ideas


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


                        "Hotel-Sales Update," Winter 1986


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles 
(continued)

Real Estate Review
                        "Valuing Motels and Hotel in the Current Market," Fall,
                              1972
                        "Dealing With Distressed Hostelry Loans," Fall, 1975
                        "The Mortgage Underwriting Consultant Comes of Age,"
                              Fall, 1977
                        "Real Estate Compensation," Winter 1977

Real Estate Workouts
and Asset Management
                        "Stephen Rushmore on Directions in the Hospitality
                              Industry," September, 1992

Real Values 
                        "Hotel Construction Cost Update," April, 1986

Restaurant and          "How Much Should the Renovation Be?" March, 1986       
Hotel Design            "14 Notable Hotel Development Firms," December, 1987   

Rushmore on 
Hotel Valuation         "Mortgage - Equity," Winter, 1979
                        "Atlantic City - From Bust to Boom," Winter, 1979
                        "Mortgage - Equity," Spring, 1979
                        "Developing Mortgage Data," Spring 1979
                        "Gasoline and Market Values, " Spring, 1979
                        "Mortgage - Equity," Fall, 1979
                        "Quantifying a Hotel's Business Value," Fall, 1979
                        "What Has Happened to Typical Hotel-Motel Development
                              Costs?," Fall, 1979
                        "Mortgage-Equity," Winter, 1980
                        "Extending Hotel Economic Life Through Renovation,"
                              Winter, 1980
                        "Estimating Hotel Land Values Using Comparable Ground
                              Leases," Winter, 1980
                        "Quantifying the Value of Personal Property to a Going
                              Hotel," Spring, 1980
                        "Recent Changes in New York City's Hotel Market,"
                              Spring, 1980
                        "Hotel-Motel Economic Lives," Fall, 1980
                        "Mortgage - Equity," Fall, 1980
                        "Mortgage - Equity," Winter, 1981 


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


                        "Developing Mortgage Data," Winter, 1981
                        "Statistical Support for Food and Beverage Projections,"
                              Winter, 1981
                        "Mortgage - Equity," Spring/Summer, 1981


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles 
(continued)             "Quantifying a Hotel's Demand," Spring/Summer, 1981     
                        "A Five-Year Overview of Typical Hotel-Motel Development
Rushmore on Hotel             Costs," Spring/Summer, 1981
Valuation (continued)   "Mortgage - Equity," Winter/Spring, 1982                
                        "Update on Hotel Capitalization Rates," Winter/Spring,  
                              1982
                        "Mortgage - Equity," Summer/Fall, 1982                  
                        "Are Casino Hotels Really Worth $500,000 Per Room?"     
                              Summer/Fall, 1982
                        "The Hotel-Motel Life Cycle, Summer/Fall, 1982          
                        "Mortgage - Equity," Winter/Spring, 1983                
                        "Update on Hotel Development Costs," Winter/Spring, 1983
                        "The Valuation of Hotels and Motels for Assessment      
                              Purposes," Winter, 1984
                        "Hotel Capitalization Rates," Summer, 1984              
                        "Hotel Development Cost Survey," Summer, 1984           
                        "Selecting a Hotel Management Company," Fall, 1984      
                        "Hotel Capitalization Rates," Spring, 1985              
                        "How to Perform a Breakeven Analysis," Spring, 1985     
                        "Hotel Capitalization Rates," Winter, 1986              
                        "Hotel Development Costs," Winter, 1986                 
                        "Hotel Valuation Survey," Winter, 1987                  
                        "Impact of New Tax Laws on Hotel Values," Winter, 1987  
                        "Hotel-Motel Market Sales Update," Winter, 1987         
                        "Structuring an Incentive Management Fee," Fall, 1987   
                        "Understanding Your Hotel's Economic Life," Fall, 1987  
                        "Hotel Development Costs," Fall, 1987                   
                        "Hotel, Motel Market Sales Update," Winter, 1988        
                        "Amenity Creep," Winter, 1989
                        "Hotel Franchise Fees," Winter, 1989
                        "Hotel Valuation Index," Fall, 1989                     
                        "Latest Trends in Hotel Values," Fall, 1989             


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
- --------------------------------------------------------------------------------


================================================================================


Published Articles 
(continued)

U.S. Real Estate Week
                        "All-Suites Market Entering Second Phase," May 4, 1987

Valuation
                        "Hotel-Motel Market Sales Update," February, 1987

Quarterly Newsletter
Hotel Valuation Journal
                        Professional newsletter with a circulation of 10,000

Real Estate Column
Lodging Hospitality
                        Real estate editor for a major monthly hospitality
                        periodical

Hospitality Column
Real Estate Finance 
Journal
                        Contributing hospitality editor

Computer Software
Hospitality Valuation 
Software                Hotel financial software for room night analyses, income
                        and expense forecasts, and valuation calculations -
                        developed and distributed for the Appraisal Institute

Hotel-Motel Market Data
Hospitality Market Data
Exchange Software
                        National clearinghouse for information pertaining to
                        hotel and motel transactions

Hotel Valuation Index
                        National index of hotel value trends for 24 individual
                        market areas

Hospitality
Seminar Series
                        Intensive short courses for hotel and restaurant
                        professionals

Hospitality 
Bibliography



Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
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                        Comprehensive literature index of hotel and restaurant
                        books and articles

Awards
Robert H. Armstrong 
Award                   For the most significant contribution to The Appraisal
                        Journal in 1975

Activities
                        Commercial pilot, instrument, multi-engine; sailing;
                        skiing


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
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Corporate and           Aetna Life Insurance                       
Institutional Clients   AIG Real Estate Investment                 
Served                  Aldrich Eastman and Waltch                 
                        Allstate                                   
                        American Airlines                          
                        America's Best Inns                        
                        Arthur Anderson & Company                  
                        Bankers Trust Company                      
                        Bank of America                            
                        Bank of Boston                             
                        Bank of Montreal                           
                        Bank of New York                           
                        Bank of Nova Scotia                        
                        Bank of Tokyo                              
                        Bank One-Columbus                          
                        Banque Indosuez                            
                        Barclay's Bank                             
                        Baybank Boston                             
                        The Beacon Companies                       
                        Bear, Stearns & Company, Inc.              
                        Best Inns                                  
                        Best Western International                 
                        Boykin Management Co.                      
                        Bradbury Suites                            
                        C. Itoh                                    
                        Caesar's World                             
                        California Dept. of Transportation         
                        Chase Lincoln First Bank, N.A.             
                        Chase Manhattan Bank                       
                        Chemical Bank                              
                        Chrysler Capital Corporation               
                        CIGNA                                      
                        Citibank                                   
                        Citicorp Real Estate                       
                        City of Boston                             
                        City of Detroit                            
                        City of Grand Rapids                       
                        City of Kalamazoo                          
                        City of Orlando                            
                        City of Philadelphia                       
                        City of Santa Monica                       
                        City of Toronto                            
                        Columbia Sussex Corporation                
                        Continental Illinois National Bank         
                        Copley Real Estate Advisors                
                        Corporex Development                       
                        CRI, Inc.                                  
                        Cushman and Wakefield                      
                        Days Inns                                  
                        Edward J. DeBartolo Corp.                  
                        Deer Valley Ski Corporation                
                        Doubletree Hotels                          
                        Drury Inns                                 
                        Econo Lodge                                
                        Economic Development Admin.                
                        EIE Regent International                   


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
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Corporate and
Institutional Clients   Embassy Suites
Served (continued)      Equitable Life Assurance
                        Equitable Real Estate Investment
                        European American Bank
                        Fairmont Hotels
                        Federal Deposit Insurance Corp.
                        First Boston
                        First California Savings
                        First Interstate Bank
                        First National Bank of Chicago
                        Four Seasons Hotels
                        Goldman, Sachs
                        Greater Orlando Aviation Authority
                        Great Western Bank
                        Great Western Savings
                        Guest Quarters
                        Hampton Inns
                        Hilton Hotels, Corp.
                        Hilton International
                        Holiday Corporation
                        Holiday Inns
                        Home Savings of America
                        Howard Johnson's
                        Hudson Hotels Corporation
                        Hyatt Hotels
                        Industrial Bank of Japan
                        Interstate Hotels
                        The Irvine Company
                        ITT Commercial Finance Corp.
                        Japan Airlines
                        JDC (America) Corporation
                        John Q. Hammons
                        John Hancock Life Insurance
                        Johnson & Wales College
                        Kenneth Leventhal & Assoc.
                        Kidder Peabody & Company, Inc.
                        La Quinta
                        Larken, Inc.
                        Lexington Companies
                        Loews Hotels
                        Harry Macklowe Real Estate
                        Marine Midland Bank, N.A.
                        Marriott Corporation
                        MA Bay Transit Authority
                        Massachusetts Mutual Life
                        Mellon Bank
                        Meridien Hotels
                        Merrill Lynch
                        Merrill Lynch Capital Markets
                        Metropolitan Life Insurance
                        Microtel
                        Midlantic Bank
                        Mitsubishi
                        Morgan Guaranty Bank & Trust Co.
                        J.P. Morgan Investment Management
                        Morgan Stanley


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
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Corporate and 
Institutional Clients   Motel 6, Inc.
Served (continued)      Mutual Benefit Co.
                        National Westminster Bank
                        New York Life Insurance
                        Nippon Credit Bank
                        Nomura Securities Int'l
                        North American Taisei Corporation 
                        Northwestern Mutual Life 
                        Omni Hotels 
                        Parabas Bank 
                        Prime Motor Inns 
                        Property Capital Trust 
                        Prudential Life Insurance 
                        Radisson Hotels 
                        Ramada Inns 
                        Red Lion Inns 
                        Regent International 
                        Registry Hotels 
                        Residence Inns 
                        Resolution Trust Corporation 
                        Rhode Island Hospital Trust 
                        Ritz-Carlton Hotels 
                        Rodeway Inns 
                        Rose Associates 
                        Salomon Brothers 
                        San Antonio Hotel/Motel Assoc. 
                        Sanwa Bank 
                        Security Pacific Bank 
                        Servico Management Corp. 
                        Sheraton Hotels
                        Sonesta Hotels 
                        Sonnenblick-Goldman 
                        Steamboat Ski Corporation 
                        Stouffer Hotels
                        Stratton Corporation 
                        Sumitomo Bank 
                        Summerfield Hotel Corporation 
                        Super 8 Hotels
                        Swiss Bank Corporation 
                        Taisei 
                        Texas Commerce Bancshares, Inc. 
                        Tishman Realty Corporation 
                        Trans World Airlines 
                        Travelers Insurance 
                        TraveLodge 
                        Trusthouse Forte
                        UBS Securities 
                        Union Labor Life 
                        United Bank of Switzerland 
                        United Inns, Inc.
                        United States Steel 
                        Universal Hotels 
                        U.S. Air Force 
                        U.S. Department of Justice
                        U.S. Department of the Army 
                        U.S. Department of the Interior


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
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Corporate and
Institutional Clients   U.S. Economic Development Authority
Served (continued)      U.S. Trust Company
                        Walt Disney Productions
                        Westin Hotels
                        Williams Hospitality Corporation
                        Winegardner & Hammons
                        Winthrop Financial Associates
                        Wyndham Hotels
                        Zeckendorf Company

Appearance as
an Expert Witness       Administrative Law Court - SEC, Washington, DC
                        Appellate Tax Board, Boston, Massachusetts
                        Assessment Appeals Board, Los Angeles County, Los
                             Angeles, California
                        Board of Equalization and Review, Washington, District
                        of Columbia (2)
                        Board of Taxation, Atlantic City, New Jersey
                        Bureau de Revision Evaluation Fonciere du Quebec,
                             Montreal, Canada
                        Circuit Court, Orange County, Orlando, Florida
                        Condemnation Review Board, Minneapolis, Minnesota
                        Corporation Committee, Rhode Island State Senate
                        Court of Common Pleas, Allegheny County, Pennsylvania
                        Court of Common Pleas, Franklin County, Ohio
                        Court of Common Pleas, Montgomery, Pennsylvania
                        Court of Common Pleas, Pittsburgh, Pennsylvania
                        Court of Common Pleas, Philadelphia, Pennsylvania
                        Court of Queen's Bench of Alberta, Canada
                        District Court, Arapahoe County, Colorado
                        District Court, Dallas County, Texas
                        District Court, Harris County, Texas
                        District Court, Hennepin County, Minneapolis, Minnesota
                        District Court, Knoxville, Tennessee
                        Federal Bankruptcy Court, Oakland, California
                        Federal Bankruptcy Court, Los Angeles, California
                        Federal Bankruptcy Court, San Diego, California
                        Federal Bankruptcy Court, Denver, Colorado


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
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Appearance as
an Expert Witness       Federal Bankruptcy Court, District of Columbia
(continued)             Federal Bankruptcy Court, Miami, Florida (2)
                        Federal Bankruptcy Court, Chicago, Illinois
                        Federal Bankruptcy Court, New Orleans, Louisiana
                        Federal Bankruptcy Court, Greenbelt, Maryland
                        Federal Bankruptcy Court, Baltimore, Maryland
                        Federal Bankruptcy Court, Rockville, Maryland
                        Federal Bankruptcy Court, Boston, Massachusetts
                        Federal Bankruptcy Court, Grand Rapids, Michigan
                        Federal Bankruptcy Court, Las Vegas, Nevada
                        Federal Bankruptcy Court, Newark, New Jersey (2)
                        Federal Bankruptcy Court, Manhattan, New York (2)
                        Federal Bankruptcy Court, Westbury, New York
                        Federal Bankruptcy Court, Philadelphia, Pennsylvania
                        Federal Bankruptcy Court, Reading, Pennsylvania
                        Federal Bankruptcy Court, Salt Lake City, Utah
                        Federal Bankruptcy Court, Madison, Wisconsin (2)
                        Federal District Court, Rochester, New York
                        Federal District Court, Philadelphia, Pennsylvania
                        Judicial Arbitration and Mediation Services, Dallas,
                             Texas
                        Michigan Tax Tribunal, Detroit, Michigan
                        New Jersey Tax Court, Newark, New Jersey
                        Superior Court, District of Columbia
                        Superior Court, Clayton County, Georgia (2)
                        Superior Court of North Carolina
                        Supreme Court, New York State, Buffalo, New York
                        Supreme Court, New York State, Manhattan, New York
                        Supreme Court, New York State, Riverhead, New York
                        Tax Review Board, San Joaquin County, Stockton,
                             California


Hospitality Valuation Services, Mineola, New York
                               Qualifications of Stephen Rushmore, CRE, MAI, CHA
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Appearance as           Tax Review Board, Bangor, Maine                  
an Expert Witness       Tax Review Board, Schenectady, New York          
(continued)             Tax Review Board, Yorktown, New York             
                        Tax Review Board, North Carolina                 
                        Tax Review Board, Philadelphia, Pennsylvania (2) 
                        U.S. District Court, Wilmington, Delaware        
                        U.S. District Court, Madison, Wisconsin