COMPLETE APPRAISAL OF
THE GOING CONCERN

Oak Terrace Retirement Apartments
1700 West Washington Street
Springfield, Sangamon County, Illinois
62702

IN A RESTRICTED
APPRAISAL REPORT

As of 4/16/04

Prepared For:
SPECS, Inc.
4200 Blue Ridge Boulevard, Suite'LH-06

Kansas City, Missouri 64133















Prepared By:
Cushman & Wakefield of Illinois, Inc.
Senior Housing/Healthcare Industry Group
Valuation Services, Advisory Group
455 North Cityfront Plaza, Suite 2800
Chicago, IL 60611

C&W File ID: 04-248-01






                                           Cushman & Wakefield
                                           Cushman & Wakefield of Illinois, Inc.
                                           455 North Cityfront Plaza, Suite 2800
                                           Chicago, IL 60611
                                           312.470.1817 Tel
                                           312.470.2317 Fax
                                           randal_dawson@cushwake.com





April 30, 2004

Jim Hoyt
General Partner
SPECS, Inc.
4200 Blue Ridge Boulevard, Suite LH-06
Kansas City, Missouri 64133

Re:      Complete Appraisal of Real Property
         In a Restricted Report
         Oak Terrace Retirement Apartments
         1700 West Washington Street
         Springfield, Sangamon County, Illinois 62702

         C&W File ID: 04-248-01

Dear Mr. Hoyt:

In fulfillment of our agreement as outlined in the Letter of Engagement,  we are
pleased to transmit our  complete  appraisal  report on the property  referenced
above.

The value  opinion  reported in this  appraisal  report is  qualified by certain
assumptions, limiting conditions, certifications, and definitions, which are set
forth in the  report.  We  particularly  call your  attention  to the  following
extraordinary assumptions and hypothetical conditions:

Extraordinary  Assumptions:   This  appraisal  employs  no  other  extraordinary
assumptions.

Hypothetical Conditions: This appraisal employs no hypothetical conditions.

This  report  was  prepared  for  SPECS,  Inc.  and is  intended  only for their
specified  use. It may not be distributed to or relied upon by any other persons
or entities  without the written  permission of Cushman & Wakefield of Illinois,
Inc.

This appraisal report has been prepared in accordance with our interpretation of
your institutions  guidelines,  Title XI of the Financial  Institutions  Reform,
Recovery,  and  Enforcement Act of 1989 (FIRREA),  and the Uniform  Standards of
Professional Appraisal Practice (USPAP), including the Competency Provision.







 Jim Hoyt
SPECS, Inc.
April 30, 2004
Page 2

The property consists of an existing 129 unit, independent living facility known
as Oak Terrace Retirement Apartments.  The facility has an effective capacity of
137 units and/or residents. The facility contains 117,250:t square feet of gross
floor area and is situated on a 1.80 acre parcel of land. The facility occupancy
was 88 percent at the time of inspection.

The  property  has been  appraised  as a going  concern and assumes a fair sale,
which  includes  the transfer of a valid  operating  license,  adequate  working
capital,  an  assembled  workforce,  and the  transfer  of all  business  assets
necessary for the operation of a licensed health care facility.

Randal D. Dawson,  MAI  inspected  the  property  and prepared the report.  This
appraisal employs only the Income Capitalization Approach. Based on our analysis
and knowledge of the subject property type and relevant investor profiles, it is
our opinion that this approach would be considered  necessary and applicable for
market  participants.  The client  has  requested  that we perform a  restricted
appraisal report. Therefore, we have not employed the Cost Approach or the Sales
Comparison Approach to develop an opinion of market value.

Based  on our  Complete  Appraisal  as  defined  by  the  Uniform  Standards  of
Professional  Appraisal  Practice,  we have developed an opinion that the market
value of the fee  simple  estate  of the  referenced  property,  subject  to the
assumptions  and  limiting   conditions,   certifications,   extraordinary   and
hypothetical conditions, if any, and definitions, "as-is" on April 16, 2004 was:

                  TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS

                                  $12,500,000

The above value  estimate is  inclusive  of  $310,000 in personal  property  and
$4,100,000 in business value as an integral part of the going-concern.

Based  on  recent  market  transactions,  as well  as  discussions  with  market
participants,  a sale of the subject  property  at our stated  opinion of market
value would have required an exposure time of approximately  twelve (12) months.
Furthermore, a marketing period of approximately twelve (12) months is currently
warranted for the subject property.

Based  on our  Complete  Appraisal  as  defined  by  the  Uniform  Standards  of
Professional  Appraisal  Practice,  we have developed an opinion that the market
value based on the bond  financing  of the fee simple  estate of the  referenced
property,  subject to the assumptions and limiting  conditions,  certifications,
extraordinary and hypothetical conditions,  if any, and definitions,  "as-is" on
April 16, 2004 was:

                  SIXTEEN MILLION ONE HUNRED THOUSAND DOLLARS

                                   $16,100,000








 Jim Hoyt
 SPECS, Inc.
 April 30, 2004
Page 3

This letter is invalid as an opinion of value if detached from the report, which
contains the text, exhibits, and Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF ILLINOIS, INC.



/S/ RANDAL D. DAWSON
- --------------------------------
Randal D. Dawson, MAI
Associate Director
Senior Housing/Healthcare Industry Group
Illinois Certified General Appraiser
License No. 153-001098
randal-dawson@cushwake.com
312.4 70.1817 Office Direct
312.470.2317 Fax







                                                        SUMMARY OF SALIENT FACTS

Common Property Name:               Oak Terrace Retirement Apartments

Location:                           1700 West Washington Street
                                    Springfield, Sangamon County, Illinois 62702

                                    The subject is located at approximately
                                    mid-block along the north side of West
                                    Washington Street between Chatham Road and
                                    Lincoln Avenue.

Property Description:               The property consists of a 1-building, 6-
                                    story independent living facility containing
                                    129 units and 137 beds situated on a 1.80-
                                    acre parcel of land.

Assessor's Parcel Number:           14-32-127-005, 14-32-127-006 and 14-32-127-
                                    007

Interest Appraised:                 Fee Simple Estate

Date of Value:                      April 16, 2004

Date of Inspection:                 April 16, 2004

Ownership:                          Secured Investment Resources

Occupancy:                          Current physical occupancy is 88 percent
                                    based on a stabilized effective capacity of
                                    129 units.

Current Property Taxes

         Total Assessment:          $5,088,330
         2004 Property Taxes:       $129,210

Hiqhest and Best Use
         If Vacant:                 Multi-family residential property developed
                                    to the highest density possible

         As Improved:               As it is currently utilized as an
                                    independent living facility:

Site & Improvements

Zoning:                             R-5b
Land Area:                          1.80 acres or 78,408:t square feet
Number of Units:                    129
Number of Beds:                     137
Number of Stories:                  6
Number of Buildings:                1
Year Built:                         1987
Type of Construction:               Brick
Gross Building Area:                117,250:t square feet
Parking:                            161 spaces (1.25 Unit).



VALUE INDICATORS

Income Capitalization Approach

Direct Capitalization
         Net Operating Income:      $1,123,860

         Capitalization Rate:       9.00%

         Indicated Value:           $12,500,000

Reconciled Value:                   $12,500,000

FINAL VALUE CONCLUSION

         Market Value As-Is Fee Simple:     $12,500,000

         Exposure Time:             Under 12 months

         Marketing Time:            Under 12 months

INSURABLE VALUE

Conclusion:                          $7,400,000

Market Value Based on Bond $16,000,000
Financing







Extraordinary Assumptions and Hypothetical Conditions

Extraordinary Assumptions

An extraordinary  assumption is defined by the Uniform Standards of Professional
Appraisal  Practice  (2004  Edition,  The Appraisal  Foundation,  page 2) as "an
assumption,  directly  related to a specific  assignment,  which, if found to be
false,  could  alter the  appraiser's  opinions  or  conclusions.  Extraordinary
assumptions  presume as fact otherwise  uncertain  information  about  physical,
legal or economic  characteristics of the subject property;  or about conditions
external to the  property,  such as market  conditions  or trends;  or about the
integrity of data used in an analysis."

This appraisal employs no other extraordinary assumptions.

Hvpothetical Conditions

A  hypothetical  condition is defined by the Uniform  Standards of  Professional
Appraisal  Practice (2004 Edition,  The Appraisal  Foundation,  page 3) as "that
which is contrary to what  exists but is supposed  for the purpose of  analysis.
Hypothetical   conditions  assume  conditions  contrary  to  known  facts  about
physical,  legal, or economic  characteristics of the subject property; or about
conditions  external to the property,  such as market  conditions or trends;  or
about the integrity of data used in an analysis."

This appraisal employs no hypothetical conditions.






                                                             SUBJECT PHOTOGRAPHS

[GRAPHIC OMITTED]
Exterior view of property

[GRAPHIC OMITTED]
Exterior view of property

[GRAPHIC OMITTED]
 Interior view of property

[GRAPHIC OMITTED]
Interior view of property

[GRAPHIC OMITTED]
 Street Scene along Washington Street Facing East

[GRAPHIC OMITTED]
Street Scene along Washington Street Facing West








                                                               TABLE OF CONTENTS

INTRODUCTION                                                    1
REGIONAL ANALYSIS                                               5
LOCAL AREA ANALYSIS                                             12
SENIOR LIVING INDUSTRY OVERVIEW                                 16
COMPETITIVE MARKET ANALYSIS                                     21
SITE DESCRIPTION                                                32
IMPROVEMENTS DESCRIPTI0N                                        33
REAL PROPERTY TAXES AND ASSESSMENTS                             37
ZONING                                                          38
HIGHEST AND BEST USE                                            39
VALUATION PROCESS                                               41
INCOME CAPITALIZATION APPROACH                                  43
RECONCILIATION AND FINAL VALUE OPINION                          57
INSURABLE VALUE                                                 59
SUPPLEMENTAL VALUATION - SCENARIO II                            60
ASSUMPTIONS AND LIMITING CONDITIONS                             62
CERTIFICATION OF APPRAISAL                                      65
ADDENDA                                                         66







                                                                   INTRODUCTION

Identification of Property

Common Property Name:               Oak Terrace Retirement Apartments

Location:                           1700 West Washington Street
                                    Springfield, Sangamon County, Illinois 62702

                                    The subject is located at approximately
                                    mid-block along the north side of West
                                    Washington Street between Chatham Road and
                                    Lincoln Avenue.

Property                            Description: The property consists of a
                                    1-building, 6-story independent living
                                    facility containing 129 units and an
                                    effective capacity of 137 units situated on
                                    a 1.80 acre site.

Assessor's Parcel Number:           14-32-127-005, 14-32-127-006 and
                                    14-32-127-007

Property Ownership and Recent History

Current Ownership:                  Secured Investment Resources

Sale History:                       The property has not transferred within the
                                    past three years to the best of our
                                    knowledge.

Current Disposition:                To the best of our knowledge, the property
                                    is not under contract of sale nor is it
                                    being marketed for sale.

Reginald

Intended Use and Users of the Appraisal

This  appraisal is intended to provide an opinion of the market value of the fee
simple  interest  in the  property  for the  exclusive  use of SPECS,  Inc.  for
internal review.  All other uses and users are unintended,  unless  specifically
stated in the letter of transmittal.

Dates of Inspection and Valuation

The value  conclusion  reported herein is as of April 16, 2004. The property was
inspected on April 16, 2004 by Randal D. Dawson, MAI

Property Rights Appraised

fee simple interest of the property as a going-concern.

Scope of the Appraisal

This is a complete  appraisal  presented  in a  Restricted  report,  intended to
comply with the reporting  requirements set forth under the Uniform Standards of
Professional  Appraisal  Practice (USPAP) for a Restricted  Appraisal Report. In
addition,  the report was also  prepared to conform to the  requirements  of the
Code of  Professional  Ethics  of the  Appraisal  Institute  and  the  Financial
Institutions  Reform,  Recovery and Enforcement  Act of 1989 (FIRREA),  Title XI
Regulations.

In preparation of this  appraisal,  we investigated a sampling of improved sales
from a local,  regional or national  basis.  We also analyzed  rental data,  and
considered the input of buyers, sellers, brokers, property developers and public
officials. Additionally, we investigated the general regional economy as well as
the specifics of the local area.

The scope of this  appraisal  required  collecting  primary and  secondary  data
relative to the subject  property.  The depth of the  analysis is intended to be
appropriate in relation to the significance of the appraisal issues as presented
herein.  The data have been analyzed and confirmed  with sources  believed to be
reliable,  whenever possible, leading to the value conclusions set forth in this
report.  In the  context  of  completing  this  report,  we have made a physical
inspection of the subject  property.  The valuation  process involved  utilizing
generally accepted  market-derived methods and procedures considered appropriate
to the assignment.

The scope of this research,  and the analysis contained herein, is reflective of
"the amount and type of information  researched  and the analysis  applied in an
assignment"  (2004 US PAP,  page 5).  This  appraisal  employs  only the  Income
Capitalization  Approach.  Based on our  analysis  and  knowledge of the subject
property  type and  relevant  investor  profiles,  it is our  opinion  that this
approach would be considered  necessary and applicable for market  participants.
The  client  has  requested  that we  perform  a  restricted  appraisal  report.
Therefore,  we have not  employed  the Cost  Approach  or the  Sales  Comparison
Approach to develop an opinion of market value.

Definitions of Value, Interest Appraised and Other Terms

The following  definitions  of pertinent  terms are taken from the Dictionary of
Real  Estate  Appraisal,  Fourth  Edition  (2002),  published  by the  Appraisal
Institute, as well as other sources.

Market Value

     Market  value is one of the  central  concepts of the  appraisal  practice.
     Market  value is  differentiated  from  other  types of value in that it is
     created  by the  collective  patterns  of the  market.  A current  economic
     definition   agreed  upon  by  agencies  that  regulate  federal  financial
     institutions  in the  United  States of  America  follows,  taken  from the
     glossary of the Uniform Standards of Professional Appraisal Practice of The
     Appraisal Foundation:

     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 US  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.

Fee Simple Estate

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

Leased Fee Estate

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

Leasehold Estate

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

Goinq-Concern Value

The value  created  by a proven  property  operation;  considered  as a separate
entity to be valued with a specific business establishment. Common going-concern
appraisals are conducted for assisted living facilities,  nursing homes,  hotels
and motels, restaurants,  bowling alleys, industrial enterprises, retail stores,
and similar  property uses. For these property  types,  the physical real estate
assets are integral  parts of an ongoing  business  such that the market  values
from the land and building are difficult,  if not impossible,  to segregate from
the total value of the ongoing business.

Market Rent

The rental income that a property would most probably command on the open
market, indicated by the current rents paid and asked for comparable space as of
the date of appraisal.

Cash Equivalent

A price  expressed in terms of cash,  as  distinguished  from a price  expressed
totally or partly in terms of the face amounts of notes or other securities that
cannot be sold at their face amounts.

Market Value As Is on Appraisal Date

The value of specific ownership rights to an identified parcel of real estate as
of the effective date of the appraisal; related to what physically exists and is
legally permissible and excludes all assumptions concerning  hypothetical market
conditions or possible rezoning.

Prospective Value Upon Completion of Construction

The value of a property  on the date that  construction  is  completed  based on
market  conditions  projected to exist as of that completion date. This value is
not the market value as of a specified  future  date,  but rather is a projected
value based on assumptions that mayor may not occur.

Prospective Value Upon Reaching Stabilized Occupancy

The value of a property  as of a point in time when all  improvements  have been
physically  constructed and the property has been leased to its optimum level of
long term occupancy. At such point, all capital outlays for tenant improvements,
leasing commissions,  marketing costs, and other carrying charges are assumed to
have been incurred.

Exposure Time and Marketing Time

Exposure Time

Under Paragraph 3 of the Definition of Market Value,  the value opinion presumes
that "A reasonable  time is allowed for exposure in the open  market".  Exposure
time is defined  as the length of time the  property  interest  being  appraised
would have been offered on the market prior to the hypothetical  consummation of
a sale at the market value on the effective date of the appraisal. Exposure time
is presumed to precede the effective date of the appraisal.

The reasonable  exposure period is a function of price,  time and use. It is not
an isolated opinion of time alone.  Exposure time is different for various types
of real estate and under various  market  conditions.  As noted above,  exposure
time is always  presumed to precede the effective  date of appraisal.  It is the
length of time the  property  would have been  offered  prior to a  hypothetical
market value sale on the  effective  date of  appraisal.  It is a  retrospective
opinion based on an analysis of recent past events,  assuming a competitive  and
open market.  It assumes not only adequate,  sufficient and reasonable  time but
adequate,  sufficient  and a  reasonable  marketing  effort.  Exposure  time and
conclusion of value are therefore interrelated.

Based on discussions with market  participants  and information  gathered during
the sales  verification  process,  a  reasonable  exposure  time for the subject
property at the value concluded within this report would have been approximately
twelve  (12)  months.  This  assumes the  current  owner  employed an active and
professional marketing plan.

Marketing Time

Marketing  time is an opinion of the time that might be  required to sell a real
property interest at the appraised value. Marketing time is presumed to start on
the  effective  date of the  appraisal.  (Marketing  time is  subsequent  to the
effective  date of the  appraisal  and exposure  time is presumed to precede the
effective date of the appraisal). The opinion of marketing time uses some of the
same data analyzed in the process of estimating  reasonable exposure time and it
is not intended to be a prediction of a date of sale.

We consider,  based on the assumptions employed in our analysis,  as well as our
selection of investment  parameters for the subject,  that our value  conclusion
represents a price achievable within twelve (12) months.

Legal Description
The Sangamon County assessor identifies the subject site as Assessor's Parcel
Number 14-32-127-005, 14-32-127-006 and 14-32-127-007. A legal description is
located in the Addenda section of this report.


                                                               REGIONAL ANALYSIS
[GRAPHIC OMITTED]
REGIONAL MAP



Introduction

A variety of factors and forces that  interact  within a given region  influence
the short- and  long-term  value of real  estate.  Regional  analysis  serves to
identify those forces that affect property value,  and the role they play within
the region.  The four primary  forces that influence real property value include
environmental characteristics, governmental forces, social factors, and economic
trends.  These forces determine the supply and demand for real property,  which,
in turn, affect market value.

The subject  property is located in  Springfield,  within the central portion of
Sangamon County, which is in the central portion of Illinois.

Economic & Demographic Profile

The following  profile of the  Springfield  MSA was provided by  Economy.com,  a
leading provider of economic, financial, and industry information.

Economy.com's core assets of proprietary  editorial and research content as well
as economic and financial  databases are a source of information on national and
regional economies, industries, financial markets, and demographics. The company
staffs  economists,  data  specialists,  programmers,  and online  producers who
create a proprietary database.

Economy.com's  approach to the analysis of the U.S. economy consists of building
a large-scale,  simultaneous-equation econometric model, which they simulate and
adjust with local market information, creating a model of the U.S. macro economy
that is both  top-down and  bottom-up.  As a result,  those  variables  that are
national  in nature are  modeled  nationally  while  those that are  regional in
nature are modeled  regionally.  Thus,  interest  rates,  prices,  and  business
investment are modeled as national variables;  key sectors such as labor markets
(employment, labor force), demographics (population, households, and migration),
and construction  activity (housing starts and sales) are modeled regionally and
then aggregated to national  totals.  This approach allows local  information to
influence the macroeconomic outlook. Therefore,  changes in fiscal policy at the
national  level  (changes  in tax  rates,  for  example)  translate  into  their
corresponding effects on state economies.  At the same time, the growth patterns
of large states,  such as California,  New York, and Texas,  playa major role in
shaping the national' outlook.

In addition,  on a regional basis,  the modeling system is explicitly  linked to
other states through migration flows and unemployment rates. Economy.com's model
structure also takes into account migration between states.

Springfield, IL
Employemnt Growth Rank
Best=1 Worst=325
2002-04:  309: 5th quintile
2002-07:  266: 5th quintile

MSA LIFE CYCLE PHASE:Growth/Mature
Vitality (Best-1 Worst=325): 71(2nd quintile)
Cost of Doing Business (US=100%):98%
Cost of Living (US=100%):85%

Relative Employment Performance
[Graphic Omitted-Line Graph (1990-2007)]


                                   

1996     1997    1998    1999    2000   2001    2002     Indicators
6.6      6.7     6.8     6.9     7.1    7.1     7.1    Gross Metro Product, C$B
3.7      2.4     1.5     1.2     2.4    -0.3    0.7    % Change
112.0    112.1   114.1   113.6   115.3  115.5   115.3  Total Employment (000)
1.0      0.1     1.8     -0.4    1.5    0.2     -0.2   % Change
4.5      4.3     3.9     3.6     3.5    3.9     4.6    Unemployment Rate
6.1      3.8     5.7     2.3     6.5    4.1     2.1    Personal Income Growth
202.1  201.9   201.7   201.3   201.6  202.3   203.2    Population (000)
922      812     848     843     759    806     674    Single-Family Permits
209      121     105     303     170    113     256    Multifamily Permits
81.9    83.2    85.9    86.1    84.5   86.9    90.5    Existing Home Price($Ths)
575      695   1,273     782     589  1,525   1,900  Mortgage Originations($Mil)
- -0.2    -1.0    -0.9    -1.1    -0.6    0.0     0.2    Net Migration (000)
799    1,139   1,126   1,022     955  1,258   1,490  Personal Bankruptcies


                                                   

Indicators
                                 2003      2004      2005       2006      2007

Gross Metro Product, C$B         7.2        7.4       7.6        7.8       8.0
% Change                         0.6        2.7       3.0        3.1       2.8
Total Employment (000)         111.9      113.0     115.3      117.7     119.3
% Change                        -2.9        0.9       2.1        2.0       1.4
Unemployment Rate                5.2        5.3       5.2        5.0       4.8
Personal Income Growth           2.7        3.4       3.8        4.0       4.0
Population (000)               204.1      205.2     206.5      207.8     208.9
Single-Family Permits            734        892       783        764       748
Multifamily Permits              423        125       116        137       153
Existing Home Price($Ths)       93.6       94.7     100.0      101.4     105.6
Mortgage Originations($Mil)    2,455      1,053       627        649       684
Net Migration (000)              0.2        0.3       0.5        0.5       0.3
Personal Bankruptcies          1,625      1,576     1,454      1,436    1 ,450





- -------------------------------------------
STRENGTHS AND WEAKNESSES

STRENGTHS

.. Below average business and living costs.
.. High level of housing affordability.
.. Low exposure to downsizing manufacturing
  industries.
.. Concentration of stable employers in
  healthcare and education.

WEAKNESSES
.. Lack of a significant economic
  driver.
.. Disproportionate impact from state fiscal crisis.
.. Middling population

- ----------------------------------------
[GRAPHIC OMITTED-Bar Graph]
Current Employment Trends
December 2003 Employmnet Growth
% Change Year Ago
Total                           -2.6
Construction                    3.7
Manufacturing                   -7.5
Trade                           0.7
Trans/Utilities                 4.9
Information                     -5.5
Financial Activities            -3.6
Prof & Business Svcs            0.8
Edu & Heatlth Svcs              -1.52
Leisure & Hospitality           -1.0
Other Services                  -6.8

- ------------------------------------------
FORECAST RISKS
Short Term [Down Arrow]
Long Term [Up Arrow]
Risk-adjusted Return, '02-07: -0.16%
         UPSIDE
..        The tourism industry recovers and expands more quickly than
         anticipated.
..        Plans to increase state revenue come to fruition, solving budget
         crisis.

         DOWNSIDE
.. Further restructuring in healthcare industry
  would have a large effect on SPR.

.. Slow recovery of slate economy will necessitate further government cutbacks.
- ------------------------------------
ANALYSIS

Recent Performance. The Springfield economy has yet to show signs of significant
growth.  Weakness in government  payrolls has been largely  responsible  for the
plight of the local economy,  which depends on the government sector for growth.
However, the private sector, which also depends on the public sector in a number
of ways, is not performing much better,  and has continued to suffer from severe
losses. As a result,  the unemployment rate, while lower than state and national
aver-ages,  is  historically  high for the area,  at 5.4%.  The general  malaise
settling in on the SPR la-bor market has hurt consumer credit  conditions,  with
the bankruptcy filing rate climbing to well above state and national averages.

New  budget.  Governor  Rod  Blagojevich  recently  submitted  a  $43.5  billion
operations  budget \\ith the hope of reducing the estimated $1.7 billion deficit
looming over the state of Illinois.  The budget's  solution will involve cutting
costs by $840 million and generating  $945 million in new revenue on top of $280
million in estimated base revenue  growth,  without  raising the sales or income
taxes.

While the  absence  of any  increases  in sales or income  taxes  will limit the
direct  effects  of the new  budget on  consumer  spending,  other  parts of the
proposal will have  significant  ramifications  for the SPR economy if approved.
Several state  agencies  will face budget cuts,  and as most are located in SPR,
the state  capital,  pay-roll cuts from these agencies will mean more job losses
in SPR.  Furthermore,  because the budget  plan does not address the  escalating
costs of the State  Employees  Retirement  Fund,  government  employees who have
retired in the SPR area may find  themselves  \\ith  reduced  pensions  from the
state government.

Government  weight.  Because of the high  proportion of government  employees in
SPR,  losses in that sector  will have a more  severe  effect on the SPR economy
than  similar  losses  would  have on a  metro  area  more  dependent  on  other
industries.  A decline in government  payrolls means a drop in overall  consumer
demand, which means that retail and other service sectors will suffer. Moreover,
if the State Employees Retirement Fund remains  underfunded,  retired government
employees may be unable to pay for  healthcare,  lowering  demand and muting the
growth of the healthcare industry in the area.

National  Guard.  The SPR economy is  sup-ported a great deal by the presence of
the Illinois  National Guard.  Aside from being one of the largest  employers in
the area with 2,700  employees,  the Guard is able to attract  federal and state
funding for  projects  that help  encourage  growth in the SPR area.  One recent
example is a new  joint-use  armory and field house that should be  completed in
August 2004. The project received $2.9 million in federal funding and $2 million
in state  funding,  and will provide a home to Company C, 1st  Battalion,  178th
Infantry,  and the East High School Naval Junior Reserve Officer  Training Corps
program. While the new facility will have a minimal impact on employment growth,
it should attract larger numbers of trainees,  which "ill support further growth
in retail services through greater demand.

Net job loss should end in the Springfield  economy this year. Concerns over the
state budget, however,  continue to threaten this outlook. Budget troubles could
result in more public  sector job cuts and reduced  retirement  benefits,  which
would undoubtedly hamper any economic recovery.  Longer term, the SPR metro area
lacks  significant  growth drivers to propel itself forward.  Furthermore,  weak
demographic  trends and  population  growth will restrict  housing  development,
labor force growth, and demand for local goods and services.  SPR will therefore
be a below average performer.

Collin Peng-Sue
February 2004
- ------------------------------------------

                                 TOP EMPLOYERS
Memorial Health System                               3,400
St. John's Hospital                                  2,839
Illinois National Guard                              1,700
Roman Catholic Diocese                               1,600
Horace Mann Insurance Company                        1,280
Blue Cross and Blue Shield Association               1,200
SIU School of Medicine                               1,200
SBC Communications, Inc.                               900
Springfield Clinic, LLP                                900
Cingular Wireless                                      706
University of Illinois                                 655
Express Personnel Services                             650
McGraw Enterprises, Inc.                               650
American General Financial Group                       600
Hardees of Springfield                                 600
Levi Ray & Shoup, Inc.                                 500
Meijer, Inc.                                           500
Freeman United Coal Company                            470
Lincoln Land Community College                         405
Cub Foods of Springfield                               400

Source: Springfield Chamber of Commerce, May 2003

Public
Federal           2,201
State             19,957
Local             10,627

2002

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



COMPARATIVE EMPLOYMENT AND INCOME
                                                  

                       % of Total Employment      Average Annual Earnings
Sector                  SPR      IL       US       SPR     IL       US
Construction            4.8%     4.7%     5.2%    $35.292  $48,420  $39,845
Manufacturing           3.4%     12.8%    12.0%   $38.464  $49.710  $48.756
Durable                 65.9%    60.7%    62.0%    nd      $50,119  $50,404
Nondurable              34.1%    39.3%    38.0%   nd       $49,043  $45,969
Transport
Utilities               1.8%     4.4%    3.6%     nd       $45.020  $44,972
Wholesale Trade         3.1%     5.2%     4.4%    $45.106  $58,203  $51,842
Retail Trade            10.4%    10.7%    11.7%   $19.221  $22,743  $22,635
Information             3.0%     2.5%     2.6%    $38.980  $63.325  $69,569
Financial
Activities              7.2%     6.8%    6.0%     $30.502  $45,883  $41,740
Prof. and Bus.
Services                8.9%     13.4%   12.4%    $33,149  $51,215  $43,053
Educ.and Health
Services                14.5%    12.1%   12.5%    $39,281  $34,012  $34.032
Leisure and Hosp.
Services                8.9%     8.4%    9.0%     $12,721  $19,091  $19,135
Other Services          5.6%     4.3%     3.9%    $22,620  $22,568  $19.842
Government              28.4%    14.6%    16.2%   $48,121  $44,927  $42,939
<FN>

Source: Percent of total employment - Economy.com & BLS, 2002; Average annual
earnings - BEA, 2001
</FN>

- ---------------------------------------
HOUSE PRICES
[Graphic Omitted-Line Graph 1987-2003]

CREDIT QUALITY
Fitch: N/A
Moody's: N/A




LEADING INDUSTRIES
                                                    

NAICS           Industry                                Employees (000)

GVSL            Sale & Local Government                         30.6
6221            General Medical and Surgical Hospitals          5.3
5241            Insurance Carriers                              3.7
5617            Services to Buildings and Dwellings             3.1
6211            Offices 01 Physicians                           2.6
4521            Department Stores                               2.0
8139            Bus. Prof. Labor. Political. & Similar Org.     1.8
2360            Construction of Buildings                       1.7
6231            Nursing Care Facilities                         1.6
5413            Architectural, Engineering, & Related Services  1.4
5412            Accting., Tax Prep., Bookkeeping & Payroll      1.3
8134            Civic and Social Organizations                  1.2
4529            Other General Merchandise Stores                1.1
6111            Elementary and Secondary Schools                1.1
3344            Semi. & Other Electronic Component Manuf.       0.9

High-tech employment       4.3
As % of total employment   3.7
<FN>

Source: BLS, Economy com, 2002
</FN>

- ----------------------------------
INSUSTRIAL DIVERSITY
SPR=0.52 (1.00= Most Diverse (U.S.), 0.00= Least Diverse)

EMPLOYEE VOLATILITY
Due to U.S. Fluctuations:
  60% Not due to U.S.
  40% Due to U.S.

Relative to U.S.
  US = 100
  SPR = 74





MIGRATION FLOWS
                                          
Into Springfield        Number                  Median
                        of Migrants             Income

Chicago                 570                     23,773
St. Louis               376                     22,336
Decatur                 301                     20,237
Champaign               183                     21,874
Peoria                  170                     22,106
Bloomington             137                     27,499
San Diego               46                      21,874
Phoenix                 43                      16,249
Rockford                35                      19,499
Indianapolis            34                      20,832
Total Inmigration       6,816                   20,832

From Springfield
Chicago                 517                     26,739
St. Louis               491                     25,328
Decatur                 204                     22,499
Peoria                  177                     25,858
Bloomington             161                     23,181
Champaign               157                     19,999
Phoenix                 92                      20,555
Indianapolis            46                      21,666
Tampa                   42                      14,622
Houston                 36                      54,999
Total Outmigration      6,626                   21,562

Net Migration           190                       -731


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


Net Migration, SPR
[GRAPHIC OMITTED-Bar Graph]

                  

         Domestic Foreign  Total
1998     -1,198     263     .935
1999     -1,428     325   .1.103
2000       .769     210     .559
2001       -159     131      .28
2002         86     129      215
<FN>

Source: IRS (top), 2002; Census Bureau & Economy. com, 2002
</FN>

- ----------------------------------------------
PER CAPITA INCOME
[GRAPHIC OMITTED]

SPR
31,037

IL
32,990

US
30,413

Source: Bureau of Economic Analysis, 2001

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


Springfield, IL

[GRAPHIC OMITTED-Line Graph]
Low Cost Housing in Springfield

One of the  reasons  behind  SPR's  low  cost  of  living  is the  abundance  of
affordable homes in the area. According to Economy.com's  housing  affordability
index, homes in SPR have been consistently much more affordable than in the u.s.
as a whole.  This is due in large part to the  inability  of the SPR  economy to
create a significant number of jobs. The lack of job growth has depressed demand
for housing, limiting the rate of price appreciation.


[GRAPHIC OMITTED-Line Graph]
Government Protects Springfield During Recessions.

While significant job growth has been lacking in the SPR metro area of late, the
area has still managed to outperform the nation.  One of the main reasons behind
the  area's  apparent  immunity  to  national  recessions  is its  status as the
Illinois state capital, which ensures an above average number of government jobs
in  proportion  to total  employment  in the  area.  This  helped  the area keep
payrolls relatively steady as lllinois lost jobs more quickly than the nation as
a whole.


[GRAPHIC OMITTED-Line Graph]
But Leaves It Vulnerable to Budget Shortfalls

The problem with above average  dependence on anyone sector,  of course, is that
dependence  can hurt an  economy  further  down the  road.  Indeed,  even as the
national  economy pulled itself out of recession,  the Illinois state government
found  itself awash in debt,  and was forced to cut  payrolls.  Thus,  the large
government presence in SPR has become a hurdle in the way of recovery.  With the
government  facing a budget shortfall of $1.5 to $2 billion for. the fiscal year
2005, it is unlikely that  government  payroll  growth will  accelerate any time
soon. .

[GRAPHIC OMITTED-Line Graph]
Migration Turnaround

One positive facet of the SPR economy is its positive migration  outlook.  While
it experienced  persistent  out-migration over the latter part of the 1990s, the
negative  trends have  subsided,  and migration is positive  once more.  Further
improvement in SPR's migration  trends would help to bolster labor force growth,
and thereby help attract new businesses into the area. In addition, stemming the
flow of out-migrants  will provide  support for SPR's housing market,  which has
faced weak demand in recent years.



Critical Observations

The following bullet points summarize some of our general observations  relating
to the subject's region.

Social Influences

..    Springfield's current population is 205,200 people.

..    The population  increased 1.94 percent from 1999-2004.  Forecasts  indicate
     1.80 percent total population growth between 2004 and 2007.

..    Migration  trends have been poor  throughout the latter part of the 1990's,
     although recent trends indicate steady  in-migration that could potentially
     lead to a favorable  population growth rate. Those leaving  Springfield are
     going to Chicago, St. Louis and Decatur.

..    As of 2003,  the  average  per  capita  income in the  Springfield  MSA was
     $31,037, which is slightly above the National average of $30,413, but lower
     than the State  average of $32,990.  Personal  income growth is expected to
     increase by 3.4 percent in 2004.

Economic Influences

..    The largest employment sectors are Services (32.3%), Government (28.4%) and
     Retail Trade (10.4%).

..    The top three employers are Memorial Health Insurance,  St. John's Hospital
     and Illinois National Guard.

..    Springfield's   housing  affordability  has  been  consistently  below  the
     national average for years.  Depressed labor force conditions can partially
     account  for  the  low  demand  in  housing,  thus  limiting  the  rate  of
     appreciation.

..    As of February 2004, the unemployment rate for Springfield was 5.9 percent,
     which is above the  national  average of 5.6  percent,  but below the state
     average of 6.8 percent.

..    The only industries  experiencing growth between December 2002 and December
     2003 were Construction  (3.7%) and  Trans/Utilities  (4.9%).  Manufacturing
     experienced the largest decline in employment of 7.5%.

..    Out of a total of 325 metropolitan  statistical areas in the United States,
     Springfield  ranks 266th in terms of  expected  employment  growth  between
     2002-2007.

Government Influences

..    The  government is  supportive  of business and is  considered  pro-growth.
     Government  incentives for growth include an enterprise zone; tax increment
     financing and business  incentives are available for qualifying  commercial
     interests.

..    The present  economic  weakness in the economy has had a negative effect on
     State and local treasuries,  resulting in cuts in services and an increased
     risk of higher taxes. However, it is noted that this circumstance is common
     among most MSA's.

Environmental Influences

..    The Springfield MSA is located in Sangamon County in central Illinois.  The
     region is served by  several  interstates  including  I-55 and 1-72,  which
     provide  access to several major markets  including St. Louis,  Chicago and
     Indianapolis.  35 Intrastate and 74 Interstate trucking companies serve the
     region,  while the community  supports 41 truck terminals.  Capital airport
     provides daily commercial flights and five railroads serve Sangamon County.

..    Springfield  is  approximately  98 miles  from St.  Louis,  204 miles  from
     Chicago, 207 miles from Indianapolis, 337 miles from Kansas City, 457 miles
     from Detroit and 635 miles from Atlanta.


Conclusion

In light of the social and economic  attributes of the greater Springfield area,
it is clear that the region benefits by the following:

..    Below average business and living costs

..    High level of housing affordability

..    Low exposure to downsizing manufacturing industries

..    Concentration of stable employers in healthcare and education

Concurrently,   there  are  inherent  risks  to  the  economic   health  of  the
metropolitan area, including the following:

..    Lack of significant economic driver

..    Disproportionate impact from state fiscal crisis.

..    Middling population trends

The Precis  report  indicates  that the  Springfield  economy is  stagnant.  The
state's fiscal budget crisis is having a disproportionate  effect on Springfield
due to the large amount of government  jobs  associated  with the state capital.
The Governor of Illinois  recently  submitted a $43.5 billion  operations budget
with the hope of decreasing the estimated $1.7 billion state deficit. One of the
solutions in this plan is to cut spending by $840 million that will  undoubtedly
cut jobs in Springfield.  Since government jobs account for nearly 28 percent of
the  workforce,  the  repercussions  of a  mass  layoff  would  affect  numerous
industries in  Springfield.  The presence of the National  Guard in  Springfield
bodes well for the area not only because it is one of the largest employers, but
also because  projects  developed  through  state and federal  funding  attracts
trainees to the area that support retail services. However, The Base Realignment
and Closure (BRAG) Commission is coordinating the Defense Department's effort to
assess current military  facilities and make  recommendations  for base closings
for 2005.  Springfield  houses one of three Air National Guard Bases in Illinois
that BRAC is assessing  with the  expectation  that at least one will be closed.
The economic impact of the Springfield base closing would be highly  detrimental
to the local economy. Overall, the Springfield region lacks favorable population
trends and  significant  growth  drivers  that would enable  possible  long-term
growth.  The additional  threat of severe  government  cutbacks and the possible
closure  of the  National  Guard  base  dampen an  optimistic  outlook  over the
forecast horizon.


[GRAPHIC OMITTED-Map]
 LOCAL AREA ANALYSIS



Location

..    The property is located in Sangamon County,  within the greater Springfield
     area, which is in central  Sangamon County.  Springfield is the county seat
     of  Sangamon  County and the State  Capital of  Illinois.  Eleventh  Street
     borders the neighborhood to the east, Walnut Street to the west,  Carpenter
     Street to the north, and South Grand Avenue to the south.

..    The subject is located in the central portion of Sangamon County. This area
     is a middle income urban area of average desirability.

Access

..    The area is accessed by Interstate 55, which runs north and south along the
     east  side of the  city.  And  Interstate  72,  which  runs  east  and west
     intersecting  with  I-55  south of town  cascading  around  the city on the
     southeast  side of the city. The subject is located at the along West Adams
     Street  between   Pasfield  Street  and  College  Street,   both  secondary
     north/south  transportation  artery which provides  access to the area, and
     Jefferson   and   Washington   Streets,   which   are   primary   east/west
     thoroughfares.

..    The subject  property has good exposure  from West Adams  Street,  Pasfield
     Street, and College Street. Driveways on Pasfield Street and College Street
     provide  vehicle access to the subject site. The subject  property also has
     good access to the area's freeway network with an interchange approximately
     two miles east of the subject, at Clearlake Avenue and I-55.

Neighborhood Characteristics

..    A mix of  single-  and  multi-tenant  office  buildings  characterizes  the
     immediate area of the subject property.  In general,  the properties in the
     subject's district are generally  compatible in nature and were constructed
     from the early  1960's  to  late-1980's.  The  majority  of the  commercial
     properties  near the subject are  average-to-good  facilities  typical of a
     secondary street in an urban area.  Development in this area includes a mix
     of commercial and very limited  residential uses. The immediate area of the
     subject property generally compromises commercial land uses.

..    Properties  adjacent  to, or in the  immediate  vicinity  of,  the  subject
     includes a few single family homes  followed of office  development  to the
     south along West Adams Street; office development to the north; to the east
     is a office development; and to the west is a commercial parking lot.

..    Several  arterial roads intersect West Adams Street.  The roads all lead to
     well established  residential  neighborhoods.  The subject's immediate area
     can be described as being in the mature stage of its life cycle.


Demographics

..    At demographic chart is located at the end of this section.

Special Hazards or Adverse Influences

..    No special  hazards or adverse  influences  within the subject's  immediate
     neighborhood were noted.

Conclusion

..    The subject's  neighborhood is considered to be a desirable and viable area
     suitable for office  development  over the long run,  due to its  location,
     relative ease of access and its proximity to a significant population base.
     It appears  that the market in the  Springfield  area is very  strong,  due
     primarily  to  the  recent  economic  improvement  and  limited  amount  of
     speculative development.

..    The  trends  for the  local  area  appear  stable  but  healthy.  The local
     population is growing  slowly  because the area is nearly fully  developed.
     Employment is steady with a short-term slowdown in 2003. Housing values are
     predicted to grow over the next five years.

..    The  near-term  health of the local area is good with  stable  real  estate
     values. The senior housing developments in the local area should experience
     a positive influence.






DEMOGRAPHIC PROFILE
1700 WEST WASHINGTON
SPRINGFIELD, ILLINOIS
                                                            

                                  3.0 MILES        6.0 MILES         6.0 MILES

Population
 2000 Population                   76,159          126,730            126,730
 2003 Population                   75,190          126,060            126,060
 2006 Population                   73,771          127,237            127,237
 % Change 2000 to 2003              -0.43%           -0.17%             -0.17%
 % Change 2003 to 2006              -0.36%           -0.13%             -0.13%

Per Capita Personal Income
 2000 Per Capita Personal Income  $24,162          $22,699            $22,699
 2003 Per Capita Personal Income  $26,632          $25,773            $25,773
 2006 Per Capita Personal Income  $31,392          $30,424            $30,424
 % Change 2000 to 2003               3.53%            4.02%              4.02%
 % Change 2003 to 2006               3.19%            3.37%              3.37%

Households
 2000 No. Households               34,666           56,236             56,236
 2003 No. Households               34,521           56,503             56,503
 2006 No, Households               34,366           57,069             57,069
 % Change 2000 to 2003              -0.14%            0.16%              0.16%
 % Change 2003 to 2006              -0.09%            0.20%              0.20%

Persons Per Household
 2000 Persons Per Household          2.14             2.24               2.24
 2003 Persons Per Household          2.12             2.22               2.22
 2006 Persons Per Household          2.09             2.16               2.16
 % Change 2000 to 2003              -0.30%           -0.33%             -0.33%
 % Change 2003 to 2006              -0.30%           -0.34%             -0.34%

Average Household Income
 2000 Avg Household Income        $52,516          $51,642             $51,642
 2003 Avg Household Income        $56,030          $56,042             $56,042
 2006 Avg Household Income        $66,975          $67,454             $67,454
 % Change 2000 to 2003               3.36%            3.64%               3.64%
 % Change 2003 to 2006               2.91%            3.05%               3.05%

Income Ranges
 Median Income                    $42,066          $43,753             $43,753
 $150,000 or more                    4.95%            4.42%               4.42%
 $100,000 to $149,000                6.52%            6.55%               6.55%
 $75,000 to $99,999                  9.70%           10.39%              10.39%
 $50,000 to $74,999                 17.43%           19.13%              19.13%
 $35,000 to $49,999                 17.63%           16.01%              16.01%
 $25,000 to $34,999                 13.56%           12.69%              12.69%
 $15,00010 $24,999                  13.43%           13.14%              13.14%
 Under $15,000                      14.57%           13.47%              13.47%
 2000 Median Income               $37,575          $39,196             $39,196
 2006 Median Income               $47,707          $49,677             $49,677

Occupancy
 2000 Occupied Housing Units       36,556           61,660              61,660
 Owner Occupied                     52.36%           56.71%              56.71%
 Renter Occupied                    37.52%           32.20%              32.20%
 Education 2000 Population
  25+ by Education level           52,013            67,172             67,172
 Bachelors Degree
  Only                              19.47%            17.63%             17.63%
 Graduate Degree                    13.36%            10.90%             10.90%

Retail Trade Potential 2002
 Total Retail
 Sales                     $1,224,020,156    $2,004,250,630     $2,004,250,630
 Apparel Accessory            $27,132,676       $44,535,079       $44,535,079
 Automotive Dealers          $259,029,463      $424,529,691      $424,529,691
 Automotive & Home
  Supply Stores                $7,674,591       $12,655,772       $12,655,772
 Drug & Proprietary Stores    $57,093,699       $93,612,066       $93,612,066
 Eating & Drinking Places    $127,062,757      $206,240,790      $206,240,790
 Food Stores                 $134,167,644      $219,662,610      $219,662,610
 Furniture Home
  Furnishing Stores           $26,753,419       $43,940,645       $43,940,645
 Home Appliance, Radio,
   & TV. Stores               $35,117,464       $57,516,274       $57,516,274
 Gasoline Service Stations    $66,242,115      $111,591,977      $111,591,977
 General Merchandise         $123,566,714      $201,907,916      $201,907,916
 Department Store            $104,536,339      $170,612,604      $170,612,604
 Hardware, lumber &
   Garden Stores              $54,632.204       $69,362,645       $69,362,645



                                                          
                                      SPRINGFIELD               SANGAMON
                                                                COUNTY, IL
Population
 2000 Population                        111,454                  166,951
 2003 Population                        111,230                  169,922
 2006 Population                        111,003                  191,921
 % Change 2000 to 2003                    -0.07%                    0.17%
 % Change 2003 to 2006                    -0.04%                    0.21%

Per Capita Personal Income
 2000 Per Capita Personal Income        $23,460                  $23,173
 2003 Per Capita Personal Income        $26,453                  $26,359
 2006 Per Capita Personal Income        $31,373                  $31,097
 % Change 2000 to 2003                     4.05%                    4.39%
 % Change 2003 to 2006                     3.47%                    3.36%

Households
 2000 No. Households                     46,621                   76,722
 2003 No. Households                     46,999                   79,900
 2006 No, Households                     49,717                   62,061
 % Change 2000 to 2003                     0.26%                   0.50%
 % Change 2003 to 2006                     0.29%                   0.54%

Persons Per Household
 2000 Persons Per Household                2.24                    2.36
 2003 Persons Per Household                2.22                    2.34
 2006 Persons Per Household                2.16                     2.3
 % Change 2000 to 2003                    -0.33%                  -0.32%
 % Change 2003 to 2006                    -0.33%                  -0.33%

Average Household Income
 2000 Avg Household Income              $53,223                 $55,094
 2003 Avg Household Income              $59,641                 $62,295
 2006 Avg Household Income              $69,643                 $72,361
 % Change 2000 to 2003                     3.67%                   4.16%
 % Change 2003 to 2006                     3.15%                   3.04%

Income Ranges Median Income             $44,443                 $46,413
 $150,000 or more                          4.62%                   4.77%
 $100,000 to $149,000                      9.11%                  10.23%
 $75,000 to $99,999                       10.62%                  12.34%
 $50,000 to $74,999                       16.65%                  20.62%
 $35,000 to $49,999                       17.60%                  17.40%
 $25,000 to $34,999                       12.70%                  11.60%
 $15,00010 $24,999                        12.55%                  11.36%
 Under $15,000                            13.55%                  11.26%
 2000 Median Income                     $39,676                 $43,606
 2006 Median Income                     $51,030                 $56,465

Occupancy
 2000 Occupied Housing Units             53,733                  65,459
 Owner Occupied                           56.61%                  64.45%
 Renter Occupied                          33.66%                  27.66%
 Education
 2000 Population 25+
   by Education level                    75,366                 126,620
 Bachelors Degree Only                    16.96%                  16.26%
 Graduate Degree                          11.62%                  10.30%

Retail Trade Potential 2002
 Total Retail
  Sales                          $1,741,970,762          $2,653,331,173
 Apparel Accessory                  $36,604,961             $63,954,523
 Automotive Dealers                $366,766,624            $604,704,020
 Automotive & Home Supply Stores    $11,150,360             $16,059,665
 Drug & Proprietary Stores          $61,469,964            $134,075,764
 Eating & Drinking Places          $161,199,363            $297,049,674
 Food Stores                       $190,756,663            $311,729,775
 Furniture Home Furnishing Stores   $36,233,051             $63,044,691
 Home Appliance, Radio, & TV.
   Stores                           $50,054,607            $62,117 ,324
 Gasoline Service Stations          $96,666,454            $157,704,662
 General Merchandise               $175,392,663            $285,647,075
 Department Store                  $146,361,256            $241,655,601
 Hardware, lumber & Garden Stores  $77 ,600,571            $126,676,002



SENIOR LIVING INDUSTRY OVERVIEW

Independent Living

Congregate care or independent living units are designed for seniors who pay for
some congregate services (Le. housekeeping, transportation, meals, etc.) as part
of the monthly fee or rental rate, and who require  little,  if any,  assistance
with  activities of daily  living.  Residents of  congregate/independent  living
units may also receive some health care services  provided by in-house  staff or
an outside agency.  Congregate units may be part of an "age in place" residence,
a  property  that  provides  assisted  living  services,  or a  continuing  care
retirement community.

The  retirement  housing  industry  has matured  considerably  over the past two
decades as the elderly population increased and more senior housing alternatives
are sought.  Retirement housing expanded beyond the early dominance of life care
and continuing care retirement  communities  (CCRCs).  These communities,  which
typically  included  independent  living and  nursing  care on a single  campus,
typically  charge  residents a high entrance fee and a moderate  monthly service
fee.  Rental  retirement  communities  represented a major area of growth in the
1980s,  fueled in part by the Department of Housing and Urban  Development's 221
(d)(4)  Retirement  Service  Center  mortgage  insurance  program.  Although the
program no longer  exists,  the rental model is still a popular option for newly
developed retirement communities.  In addition, a small but distinct increase in
the  number  of  cooperatives   and  condominiums   occurred,   particularly  in
communities targeting a more affluent segment of the elderly population.

Today's retirement community is generally a smaller complex consisting of 100 to
200 independent  living units as compared to the 200 to 300  independent  living
units  that  characterized  the early  CCRCs.  In some  cases,  communities  are
developed in stages to avoid some of the up front risk  associated  with initial
lease-up,  and to allow the facility to be more  responsive  to market needs and
preferences.

The  rental  retirement  communities  of the early  1980s  typically  offered no
nursing care or assistance  with daily living.  Rather,  these  facilities  were
designed  to  provide   hospitality   services  such  as  meals,   housekeeping,
transportation,  and  recreational  activities.  These  facilities met with slow
lease-up  rates and  exceedingly  high  turnover due to their  inability to meet
changing needs of residents.

Independent living communities,  particularly rental communities,  are the least
heavily  monitored  and the least  governed by state  regulations  of all senior
housing  communities.  In some  states,  this has  resulted  in a fair degree of
flexibility in providing additional services.

Over the past ten years,  retirement  communities  have been attracting an older
and somewhat frail  population than originally  anticipated.  The average age of
entrance into an independent  living facility is between the late 70's and early
80's, rather than the late 60's and early 70's as originally  anticipated.  As a
result of the change in resident  profile,  as well as the experience  gained in
the 1980s, it is clear that some form of health care or supportive  services for
the frail elderly is a necessary component of a retirement community.

Assisted Living

The emergence of assisted living in the 1990s as an option in the long-term care
continuum for elders represented the convergence of social, political,  economic
and treatment  trends.  Prior to this time, most dependent  seniors had only two
long-term  care  options:   be  cared  for  by  a  family  member  or  enter  an
institutionalized  nursing home. Today,  these limited options are inadequate to
serve the diverse needs of the elderly population. For many elderly,  individual
nursing homes are overly intensive,  expensive and  institutional.  In response,
assisted  living is a favored  form of  long-term  care for those  seniors  with
moderate to intermediate care needs.



The Assisted Living  Facilities  Association of America (ALFAA) defines assisted
living as a special combination of housing, personalized supportive services and
health  care  designed to respond to the  individual  needs of those who require
help in  activities of daily  living,  but do not need the skilled  medical care
provided  in  a  nursing  home.   Assisted  living  care  promotes  the  maximum
independence  of dignity for each resident and encourages  the  involvement of a
resident's family, neighbors and friends.

Although the general  characteristics  and philosophy behind assisted living are
consistent  throughout the country,  there is no consensus on a legal definition
of this term. Some states enacted laws using the term assisted living;  however,
in most  jurisdictions,  licensure  statutes  contain a variety of programs  and
services. In referring to residential housing and services, most state licensing
laws use terms  such as:  rest  homes,  homes for the  aged,  supportive  living
facilities,  residential  care facilities,  board and care homes,  elderly group
homes, congregate care housing and senior housing.

Assisted living programs are located in a variety of  environments.  They may be
housed in newly constructed freestanding facilities,  retrofitted buildings such
as former  hotels,  units  attached to nursing  homes,  senior  apartments  with
services, units within CCRC developments and congregate care units. Whatever the
environment,  facilities must provide private units, or at a minimum,  companion
suite residential living space.

Typically,  a resident will have a compact studio or efficiency apartment with a
private bathroom. The living space mayor may not include a kitchenette (sink and
small refrigerator), a living room or storage space. Economics generally dictate
the size of the  private  living  space,  which can range from a small  one-room
efficiency  of less than 300 square  feet to a large  two-bedroom  apartment  of
750:t square feet or larger.

Assisted  living  residences  also provide for a  considerable  amount of common
space for the residents.  Newer assisted living  facilities  generally  allocate
from 30 percent to 40 percent of the total gross square  footage of the building
to common areas. Such space includes dining rooms, libraries,  lounges, activity
centers,  kitchens and laundry rooms.  The size of an assisted  living  facility
depends on many variables,  including market forces and site  constraints.  Most
new freestanding facilities typically provide 40 to 100+ units.

The  level of  service  in  assisted  living  facilities  varies  substantially.
However, there are certain basic services generally offered including:

..    24-hour a day on-site  supervision or access to an emergency call system; .
     Two or three meals and regular snacks are available;

..    Light housekeeping and laundry services are available;

..    Some level of daily personal care from the facility staff;

..    A personalized  health care plan  delineating how a resident's  health care
     needs may be addressed; and

..    Recreational activities, social services and transportation resources.

An objective of assisted  living is to enable  residents to age in-place.  Thus,
the level of personal care,  congregate  services or health care services may be
adjusted  upwards as needed.  However,  this may prove  difficult  if  residents
increasing amounts of nursing care since state law may limit or prohibit skilled
nursing  care in assisted  living  facilities.  Despite  this issue,  there is a
growing trend by states to extend the scope of assisted living services far into
the long-term care continuum.




The typical  resident of assisted  living is 83 years old, a woman and single or
widowed.  Today's assisted living residents have care needs and  characteristics
previously  associated with patients in  intermediate  care nursing homes in the
1970s  and  1980s.  Senior  care  needs  are  gauged  by the  extent to which an
individual  requires regular  assistance with ongoing activities of daily living
(ADLs) such as bathing,  eating,  walking,  toileting and dressing.  In order to
determine  that there is an ADL  dependency,  a clinician must determine that an
individual  cannot  safely or  routinely  perform a  specific  activity  without
assistance and that individual.  Unless such help is provided, the individual is
at risk of not meeting an essential daily need.

While the number of ADLs with which a person needs assistance is used clinically
as a measure of  dependency,  such  dependency  does not  necessarily  mean that
medical care is required.  In assisted living  facilities,  residents  generally
have at least one ADL dependency,  and it is not uncommon that they have as many
as three or four.

Assisted  living fees typically  include a fixed monthly amount that covers both
housing and  services.  The monthly  amount  generally  includes a base level of
personal care with additional personal care charged  separately.  There also may
be entrance  fees,  typically  equivalent  to the first and last  month's  rent.
Assisted living facilities do not require the large endowment type entrance fees
demanded in some CCRCs.

Occupancy Patterns

Occupancy data compiled by the American Seniors Housing  Association  (ASHA) for
the various senior housing community types (congregate,  assisted and CCRCs) has
been summarized in the following table.



                  Median Occupancy Rates (National)
                  For Profit Senior Housing Facilities
                                                  

 Property Type    1996    1997    1998   1999    2000    2001     2002     2003
 Independent      98.0%   96.0%   98.0%  95.0%   95.0%   94.5%    93.1%    91.5%
 Assisted Living  95.0%   95.0%   92.0%  94.0%   90.0%   93.8%    94.2%    91.0%
 CCRCs            95.0%   94.0%   95.0%   93.2%  93.2%   93.1%    92.4%    92.0%
 All Communities  96.0%   95.0%   95.0%  93.7%   93.7%   94.0%    93.5%    92.0%
<FN>

 Source: American Seniors Housing Association
</FN>


Independent living facilities in 2003 exhibited one of the lowest occupancy rate
of any of the  facility  types.  This  represented  a moderate  decline over the
average rate in 2002. Overall, all of the facility types saw average occupancies
decline over that reported in 2002.

The average  length of stay in a senior  housing  facility  also varies with the
facility type.  Following is a table that sets forth the average length of stay,
based on data compiled by ASHA.




                Average Resident Length of Stay
                      (Stated In Months)
                                       
 Property Type    1999     2000     2001    2002     2003
 Independent      43.4     38.1     43.1    33.4     37.8
 Assisted Living  18.5     20.5     28.0    17.7     20.7
 All CCRCs
 Independent      45.4     59.8     37.3    37.0     48.5
 Assisted Living  18.2     16.8     12.8    12.0     18.8
 Nursing 23.2     18.6     9.0      9.0     15.5
<FN>

 Source: American Seniors Housing Association
</FN>


The average length of stay in an independent living facility  nationally in 2003
was 37.8  months,  reflecting  an increase  over the average  length of stay for
2002.  In 2003,  all  facility  types  showed an upward  trend in  occupancy  in
contrast to the rather  significant  decline for independent and assisted living
facilities  in 2002,  the decline of which was the result of  increased  lateral
movement of  residents  between  existing  facilities  caused by such factors as
facility  operational  problems  (e.g.,   management,   staffing),  as  well  as
foreclosures and closings of poorly operated facilities.

Absorption Trends

Net absorption data compiled by ASHA for senior housing facilities is summarized
in the following  table. We note that this is the most recent  information  that
has been published.



           2001 National Average Net Absorption Rates
                  Senior Housing Facilities
                                      

                   1st   Months     Months  2nd      3rd
 Property Type    Month    2-6      7 -12   Year     Year

 Independent      25.5     6.7      3.7     2.8      2.9
 Assisted Living  11.7     5.2      2.9     2.2      5.3
 CCRCs            37.4    18.9      9.0     5.5      4.1
 All Communities  28.4    10.3      5.2     3.5      4.1
<FN>

 Figures based on number of residents
 Source: American Seniors Housing Association
</FN>



As seen, initial absorption of new residents for all facility types is strong in
the first month, but then tapers off during the following months.


COMPETITIVE MARKET ANALYSIS

Primary Market Area

The  first  step  in  analyzing  the  competitive  market  for  the  subject  is
delineating  its primary  market area (PMA).  The PMA is typically  described as
either a defined radius around the subject,  zip codes,  or it can be the county
or township in which the property is located.

In order to delineate the subject's PMA, our analysis evaluated industry trends,
an interview with the subject's  General Manager as well as  representatives  at
the competitive properties we used in our analysis.

Industry Trends

National  surveys  conducted  by  two  senior  housing  associations   regarding
relocation  trends for senior housing is presented  below.  These figures denote
the  percentage  and  distances  involved of residents  who have  relocated to a
senior housing project.




                        Relocation Trends - Senior Living Facilities
                                                          

                             AAHSA                              ALFA
                 Independent       Assisted         Independent       Assisted
                   Living           Living            Living          Living
 Under 5 Miles      25%               55%               22%             29%
 5 -10 Miles        21%               15%               18%             24%
 10 - 15 Miles      11%                8%               16%             17%
 15 - 25 Miles      10%                8%               20%             14%
 Over 25 Miles      35%               14%               24%             16%
<FN>

Sources: AAHSA - American Association of Homes and Services for the Aging (1998)
         ALFA - Assisted Living Federation of America (2000)
</FN>


Both studies show a  relatively  similar  percentage  of  relocation  trends for
independent  living  residents,  however,  the  percentages  for assisted living
differed  greatly on the  percentages  of residents  relocating  from under five
miles.

Local Trends

Our  discussion  with the  marketing  directors at the subject and the competing
facilities  indicated that  approximately 75 percent of the subject's  residents
come from Sangamon  County.  This encompasses a radius of approximately 6 miles.
The remaining  percentage  emanate from the greater  Springfield MSA.  Residents
relocate to  Springfield  to either retire or be near their adult  children that
work in the area.

Based on the data,  we have  determined  the PMA of the subject to  encompass an
area of  approximately  6 miles with 75 percent of the residents  emanating from
the PMA.  Although a property like the subject may also attract  residents  from
outside of the area,  the  geographic  market area within a radius of 6 miles of
the subject is  considered  to represent  the primary  draw for the subject.  As
indicated  on  the  chart,  the  subject's  PMA of 6  miles  is  similar  to the
comparables.

Most of the  marketing  directors  we  interviewed  also  indicated  that  adult
children in this local  market are the  driving  forces in the  decision  making
process for their parents.



Supply/New Construction

No new projects are currently under construction;  therefore,  the market is not
expected to have any additional supply

Existing Facilities

Because of the subject's levels of personal care services, and type of
amenities, the personal care homes in the market with less than 20 beds do not
generally compete directly with the subject. However, the following charts
detail the number of independent living units in the subject's market area that
pose direct and indirect competition to the subject. We note that the table
includes facilities located in both the subject's primary and secondary market
area in Springfield.





                         MARKET AREA SUPPLY
                                               

         Name                   Total Units       PMA/SMA*
         Brenden Gardens                112         PMA
         Montvale Estates               121         PMA
         SUBJECT                        129
                                       -----
         Totals                         362
<FN>

         . PMA - Primary Market Area; SMA - Secondary Market Area
</FN>


Proposed Units

Regarding  planned or pending  projects in the subject's PMA,  discussions  with
local providers and municipal planning  departments  indicated that there are no
facilities planned at this time.  However,  because of the large retirement draw
of the market area, it would be reasonable to assume that the PMA could possibly
see some new development through the mid-term.

Occupancy Patterns

Industry Statistics

Independent  living facilities  generally exhibit the highest occupancy patterns
of any of the senior housing community types  (congregate,  assisted and CCRCs).
As was noted earlier,  independent  living  facilities had an average  occupancy
rate of 91.5 percent in 2003 (which  represented  a decline from 93.1 percent in
2002),  and was only  slightly  higher than assisted  living  facilities at 91.0
percent.

Competitive Market Area

The senior living facilities we surveyed for our analysis totaled  approximately
233 units and the current reported occupancy of those properties, which were not
in lease-up ranged from 84 to 99 percent. Oak Terrace Retirement  Apartments was
at 88 percent occupancy at the time of inspection. The subject appears to have a
good reputation in the market.  The following  table  summarizes the competitive
properties  and their  reported  occupancy  levels.  Please note that not all of
these  properties  may fall  within  the  defined  market  area of the  subject;
however,  in the Senior  Demographics  section we defined the total  competitive
supply in the subject's primary market area.





               DEFINED COMPETITIVE FACILITIES
                                    

        Name              Total Units      Occupancy Level
        Brenden Gardens   *        112     84%
        Montvale Estates  *        121     90%
        SUBJECT                    129     88%
<FN>

        * Denotes facilities located in subject's primary market area.
</FN>


Rental Rates

Current rental rates for independent  living units in the Springfield area begin
at   approximately   $1,200  per  month  for  a  studio  unit  and  increase  to
approximately  $2,500 per month for a two-bedroom unit. In general,  independent
living  facilities  provide  one two three  meals per day,  weekly to  bi-weekly
housekeeping,  weekly  laundry,  all  utilities  except  telephone and cable TV,
recreation activities and scheduled transportation.

Rent Increases

Most  independent  living  facilities in the Springfield  market area instigated
annual rent increases over the last several years. Although no specific data was
available,  discussions  with several  providers  indicated  that they routinely
increase  rents  between three and five percent per year.  Discussions  with the
subject's  Executive  Director  indicated that the facility also increased rents
annually over the last several years.

Concessions

Rent concessions, or incentives,  provide a good indication of the condition, or
strength of current  local market  conditions.  Rent  concessions  are generally
found in markets  exhibiting high vacancy and diminished  absorption  levels, as
well as being used by new projects as a part of their overall marketing program.
At the  time of our  investigation  of the  Springfield  market  area,  specific
concessions were noted,  generally $300 off the 2nd months rent.  Similar to the
market,  Oak  Terrace  Retirement  Apartments  reported  that they are  offering
concessions  for leasing  vacant units.  Concessions  will likely be part of the
market.  The use of concessions  typically  stimulates  occupancy in response to
unforeseen vacancies.  They should, however, not be of any major significance to
a property like the subject.

Absorption Trends

An independent  living facility generally exhibits a moderate initial absorption
pattern during the first  operating year of any of the senior housing  community
types  (independent,  assisted and CCRCs).  Occupancy  data compiled by ASHA was
summarized  previously.  The industry data indicated that initial  absorption of
new  residents  for all  facility  types is strong in the first  month,  then it
tapers off dramatically during the following months.  Specifically,  net monthly
absorption averaged 25.5 residents for the Month 1, 6.7 residents for Months 2 -
6, 3.7 residents for Months 7 - 12, and 2.8 residents during Year 2.

Oak Terrace Retirement Apartments opened in 1987 and has shown good success from
an occupancy  basis.  The facility was 88.00 percent occupied at the time of our
inspection. Management reported that the facility has been operating at positive
occupancy levels for several years.


 Senior Demographics

We evaluated  the current and future market  potential by analyzing  demographic
trends and the supply of senior  housing in the  facility's  market  area.  Most
market areas for assisted living comprise up to five miles for the PMA and up to
10 to 20 miles  for the  SMA.  As  discussed  earlier,  the PMA for the  subject
encompasses  an area of  approximately  [XXX]  miles and a SMA of  approximately
[XXX] miles.  This assumption was based on our review of the demographics of the
area, trends on where most of the competition is being  constructed,  as well as
from discussions with other similar and competing facilities in the area.

Claritas,  Inc.  compiled the  demographic  data used in our analysis.  The data
includes  figures for the most recent  census year in 2000,  2003  estimates and
projections for the year 2008. For purposes of this analysis, we relied upon the
2003  estimates  for  current  demographic  information.  Additional  state  and
national  information  was  obtained  from A Profile of Older  Americans:  2001,
prepared by the American  Association of Retired Persons,  the Administration on
Aging based on data from the U.S. Bureau of the Census.

Through a review of  senior  demographics,  industry  surveys  and local  market
characteristics;  we utilized the following  criteria to determine the subject's
market area characteristics.




                    MARKET CLASSIFICATIONS
                                                           

                         Market Wide       Market Penetration        Rent
 Type of Market          Occupancy               Rate             Concessions
 Good                        90%+            Up to 3.9%              None
 Equilibrium              80 - 89%          4.0% - 6.9%            Nominal
 Saturation               70 - 79%          7.0% - 9.9%           Moderate
 Saturated (Over Built)   69% and Below    10% and Above        Substantial


Nationally,  it is generally anticipated that 60 to 70 percent of residents will
come from the PMA and an  additional 15 to 20 percent will be from the secondary
market area.  The remainder of the residents  will generally be from other areas
and have relocated to be closer to family members. Primary market residents lost
to other market  areas  generally  offset  residents  coming from the  secondary
market.

The demand for elderly  housing is  determined  by  analyzing  the  relationship
between the supply of senior housing units and the number of qualified residents
with  adequate  income  to afford  the  units.  In  general,  a higher  ratio of
qualified residents, coupled with a high overall occupancy in the area indicates
a strong  demand for senior  housing.  At the same time, a low ratio of units to
available households coupled with a high occupancy also indicates a high demand.
A low occupancy for the area always indicates a low demand.  In other words, the
ratio of qualified residents is only one component.

We calculated  the market wide  occupancy as of the date of  inspection  for the
subject's  PMA.  The primary  competing  facilities  in the PMA,  including  the
subject,  are shown in the following  table.  We acknowledge  that the following
summary of  properties  may not  represent  all of the  facilities in the market
area, but are what we believe to be the most competitive with the subject.





                        MARKET OCCUPANCY CHARACTERISTICS
                              Primary Market Area
                                                       

 Name                        No. Units         Occupancy        Occupied Units
 Brenden Gardens               112               84%                 94
 Montvale Estates              121               90%                109
 SUBJECT                       129               88%                114
 Totals                        362               87%                317


These, along with the previous factors shown will be used in our age and income
qualified penetration analysis that follows.

Age and Income Qualified Penetration Analysis

In our analysis we assumed that 75 percent of the  residents  will come from the
PMA. The population in the area is adequate in size,  the general  population is
increasing  and the elderly  population  is on the rise.  This suggests that the
subject  facility will not have to place greater weight on attracting  residents
to  relocate  in order to be closer to family  members.  Areas where the younger
population is expanding would be more apt to attract  residents from outside the
community to move to be closer to their children.

Based on the market classification,  penetration rates of up to 3.9 percent were
classified  for good  markets,  4.0 to 6.9  percent  signifies  the market is at
equilibrium,  7.0 to 9.9 percent  indicates a market is nearing  saturation  and
rates above 10 percent signify the market is saturated.

The  subject's  indicated  penetration  rate for 2003  signifies  that  there is
adequate  demand in the PMA. Even assuming a 25 percent  increase in supply over
the next five years indicates good demand in the PMA.

Although the average age of an assisted living resident is above 75 years,  this
analysis  is  based  on a 65+  income  qualified  population.  This  was  due to
maintaining  consistency with the penetration  study and resultant  indices that
were based on a 65+ population study.

Nonetheless,  if only to the 75+ income  qualified  households are evaluated and
the same  criteria as shown in the previous  table is used,  this  indicates the
following penetration figures:

Conclusion

Overall, these findings suggest that there appears to be adequate demand for the
subject  facility  in the PMA from  both  the  general  population  base and the
project specific targeting. Based on the current inventory, the subject's PMA is
not close to reaching a saturation point. Further,  current statistics appear to
be  leaning  towards a greater  spend  down of  assets by the  elderly  and that
traditional income levels may be conservative.  With this in mind, there appears
to be a adequate marketplace for the subject facility.

Market Rate Comparisons

On the  following  pages are data sheets of the  facilities we compared with the
subject. A map showing their location follows these pages. All of the facilities
are noted as being located in the subject's PMA.



Senior Housing Rent No. SUBJECT

Oak Terrace Retirement Apartments
1700 West Washington Street
Springfield     Illinois

Property Type:  ILF
Verification:   Administrator
                217-793-0431
                30-Apr-04

        No. Units      Unit Types              Occupancy
           129       Independent Living Unit      88%
            0        Assisted Living Units         0%
           129       Total Units/Beds             88%

                                    Rent Schedule

Unit             Independent Living     Unit Size   Assisted Living       Unit
Description      Monthly Rent Range      Range     Monthly Rent Range    Range

 Unit
Semi-Private         --      to --       --  to --     -- to --        -- to --
Studio           $1,218      to $1,486  380 to 414     -- to --        -- to --
Studio Alcove        --      to --       -- to --      -- to --        -- to --
One-Bedroom      $1,914      to $2,447  483 to 810     -- to --        -- to --
Two-Bedroom      $2,466      to $2,466  810 to 810     -- to --        -- to --
Cottage/Vila         --      to --       -- to --      -- to --        -- to --
2nd Occupant Rent    --      to --       -- to --      -- to --        -- to --
Additional
  Personal Care      --      to --       -- to --      -- to --        -- to --
Community Fee        --      to --       -- to --      -- to --        -- to --

 Basic Service Care Package:            Additional Care:
 Meals:       123                       Care Hours Included In Base Rate:
 Utilities:   Water                     Additional Personal Care Charges
                                           [Points] [Ala Carte] [Levels]
              /Sewer         X
              Electricity    X
              Cable TV       X
              Telephone                 Incontinence Care:
 Housekeeping:    Weekly                Dressing Assistance:
 Activities:      Daily                 Bathing Assistance
 Transportallon:  Bus Van limo          Medication Assistance:
 Security (Hrs):  24                    Alzheimer Dementia Area:
 Nursing Staff:

                            Improvement Description
- --------------------------------------------------------------------------------

Year Opened   1987                      Common
Construction                              Areas: Lobby    X  Dining Room X
Type          Masonry Wood Frame                 Activity X  Salon       X
Floors        123                                Library  X  Laundry     X
Site
  Suitability Good                      Unit Amenities:
Construction                                 Call System  X  Fire Detectors  X
 Quality      Good                              Pvt Bath  X  Shared Bath
Exterior                                    Kitchenettes  Yes
 Siding       Masonry
Roofing       Shingles                  HVAC System:      Through-Wall Units
Building Area                           Covered Parking   Yes
  (Sq.Ft.)    117.250
Condition     Average
Effective
  Age (Yrs):  15
Site Area
 (AC)         1.80

Remarks:




Senior Housing Rent No. 1

Brenden Gardens
90 Southwind Drive
Springfield, IL

Property Type:  ILF
Verification:   Administrator
                217-529-4586
                30-Apr-04

        No. Units      Unit Types              Occupancy
           112       Independent Living Unit      84%
            0        Assisted Living Units         0%
           112       Total Units/Beds             84%

                                    Rent Schedule

Unit             Independent Living     Unit Size   Assisted Living       Unit
Description      Monthly Rent Range      Range     Monthly Rent Range    Range

 Unit
Semi-Private         --      to --       -- to --      -- to --        -- to --
Studio               --      to --       -- to --      -- to --        -- to --
Studio Alcove        --      to --       -- to --      -- to --        -- to --
One-Bedroom      $1,350      to $1,475  525 to 525     -- to --        -- to --
Two-Bedroom      $1,650      to $1,700  775 to 775     -- to --        -- to --
Cottage/Vila         --      to --       -- to --      -- to --        -- to --
2nd Occupant Rent   $300      to $300                  -- to --
Additional
  Personal Care      --      to --                     -- to --
Community Fee        --      to --                     -- to --

 Basic Service Care Package:            Additional Care:
 Meals:       123                       Care Hours Included In Base Rate:
 Utilities:   Water                     Additional Personal Care Charges
              /Sewer         X
              Electricity    X
              Cable TV       X
              Telephone                 Incontinence Care:No
 Housekeeping:    Weekly                Dressing Assistance:No
 Activities:      Daily                 Bathing Assistance:No
 Transportallon:  Van                   Medication Assistance:No
 Security (Hrs):  No                    Alzheimer Dementia Area:No
 Nursing Staff:

                            Improvement Description
- --------------------------------------------------------------------------------

Year Opened   1994                      Common
Construction                              Areas: Lobby    X  Dining Room
Type          Masonry Wood Frame                 Activity X  Salon
Floors                                           Library  X  Laundry
Site
  Suitability Average                      Unit Amenities:
Construction                                 Call System  X  Fire Detectors  X
 Quality      Average                        Pvt Bath  X  Shared Bath
Exterior                                    Kitchenettes  Yes  No
 Siding       Wood Masonry
Roofing       Rubber                    HVAC System:      Central
Building Area                           Covered Parking   Yes
  (Sq.Ft.)
Condition     Average
Effective
  Age (Yrs):  10


Remarks:      This property is located 10 miles away from the subject.





Senior Housing Rent No. 2

Montvale Estates
2601 Montvale Drive
Springfield, IL

Property Type:  ILF
Verification:   Administrator
                217-546-5577
                30-Apr-04

        No. Units      Unit Types              Occupancy
           121       Independent Living Unit      90%
            0        Assisted Living Units         0%
           121       Total Units/Beds             90%

                                    Rent Schedule

Unit             Independent Living     Unit Size   Assisted Living       Unit
Description      Monthly Rent Range      Range     Monthly Rent Range    Range

 Unit
Semi-Private         --      to --       -- to --      -- to --        -- to --
Studio               --      to --       -- to --      -- to --        -- to --
Studio Alcove        --      to --       -- to --      -- to --        -- to --
One-Bedroom      $1,650      to $1,925  525 to 530     -- to --        -- to --
Two-Bedroom      $2,275      to $2,450  775 to 775     -- to --        -- to --
Cottage/Vila         --      to --       -- to --      -- to --        -- to --
2nd Occupant Rent   $350     to $350                   -- to --
Additional
  Personal Care      --      to --                     -- to --
Community Fee        --      to --                     -- to --

 Basic Service Care Package:            Additional Care:
 Meals:       123                       Care Hours Included In Base Rate:
 Utilities:   Water                     Additional Personal Care Charges
              /Sewer         X
              Electricity    X
              Cable TV       X
              Telephone                 Incontinence Care:No
 Housekeeping:    Weekly                Dressing Assistance:No
 Activities:      Daily                 Bathing Assistance:No
 Transportallon:  Van                   Medication Assistance:No
 Security (Hrs):  24                    Alzheimer Dementia Area:No
 Nursing Staff:

                            Improvement Description
- --------------------------------------------------------------------------------

Year Opened   1192                      Common
Construction                              Areas: Lobby    X  Dining Room
Type          Masonry Wood Frame                 Activity X  Salon
Floors                                           Library  X  Laundry
Site
  Suitability Average                      Unit Amenities:
Construction                                 Call System     Fire Detectors  X
 Quality      Average                        Pvt Bath     X  Shared Bath
Exterior                                    Kitchenettes  Yes
 Siding       Masonry
Roofing       Rubber                    HVAC System:      Central
Building Area                           Covered Parking   No
  (Sq.Ft.)
Condition     Average
Effective
  Age (Yrs):  12


Remarks:      This property is located 2 miles away from the subject.


[GRAPHIC OMITTED]
 RENTAL MAP


Direct Comparisons

As a basis for comparing the  subject's  asking rental rates to the  comparables
shown in the previous summary,  we classified each comparable in relation to the
subject as either similar, inferior, or superior. The overall classification was
based on the  five  primary  factors  (aside  from  pricing)  used by  potential
residents in choosing an assisted living facility. We based these factors on our
discussions with hundreds of marketing  directors and administrators  across the
nation. The five main factors in order of importance are as follows:  reputation
for quality  care or social  status of the  facility;  age and  condition of the
building; unit sizes; amenities and planned activities; and location.

Rental Rate Analysis

The independent living rates at Oak Terrace Retirement  Apartments include three
meals per day, weekly housekeeping/laundry,  utilities (except for telephone and
cable TV), activities and scheduled transportation.

A summary of the asking or street  rents for the  subject,  as well as the rates
for the competitive properties are shown in the following discussions.

Companion (Shared) Units -Independent Livinq

The following chart indicates the asking rates for independent  living companion
or shared units at the subject, as well as the comparables:

Studio Units -Independent Living

The following  chart  indicates the asking rates for  independent  living studio
units at the subject, as well as the comparables:





 Studio Units - IL
                                                          

 Facility Name                     Unit Size (SF)              Rental Range

 Brenden Gardens                --       -        --      --        -        --
 Montvale Estates               --       -        --      --        -        --

 SUBJECT                       380       -        414   $1,218      -    $1,486
 Range (Excluding Subject)       0       -          0       $0      -        $0
 Median (Excluding Subject)   #NUM!      -      #NUM!    #NUM!      -      #NUM!



One-Bedroom Units - Independent Living

The  following  chart   indicates  the  asking  rates  for  independent   living
one-bedroom units at the subject, as well as the com parables:




 One-Bedroom Units - IL
                                                      

 Facility Name                  Unit Size (SF)            Rental Range

 Brenden Gardens             525     -       525      $1,350     -     $1,475
 Montvale Estates            525     -       530      $1,650     -     $1,925

 SUBJECT                      483    -       810      $1,914     -     $2,447
 Range (Excluding Subject)   525     -       530      $1,350     -     $1,925
 Median (Excluding Subject)  525     -       528      $1,500     -     $1,700




 Two-Bedroom Units - Independent Living

The  following  chart   indicates  the  asking  rates  for  independent   living
two-bedroom units at the subject, as well as the comparables:




 Two-Bedroom Units - IL
                                                 

 Facility Name                 Unit Size (SF)          Rental Range

 Brenden Gardens             775    -     775       $1,650   -    $1,700
 Montvale Estates            825    -     825       $2,275   -    $2,450

 SUBJECT                     810    -     810       $2,466   -    $2,466
 Range (Excluding Subject)   775    -     825       $1,650   -    $2,450
 Median (Excluding Subject)  800    -     800       $1,963   -    $2,075


Summary/Conclusion

The subject is one of several competing facilities in the marketplace and offers
independent living units. The subject maintained favorable occupancy levels over
the last several years. The subject rates are generally at the middle end of the
competition  and appear to be reflective of market  rates.  Concessions  are not
prevalent in the marketplace.  The subject's ability to continue to attract,  as
well as retain residents suggests that there is a good marketplace for this type
of facility, which should continue into the foreseeable future.



SITE DESCRIPTION

Location:                           1700 West Washington Street
                                    Springfield, Sangamon County, Illinois 62702

                                    The subject is located at approximately
                                    mid-block along the north side of West
                                    Washington Street between Chatham Road and
                                    Lincoln Avenue.

Shape:                              Rectangular

Topography:                         Level

Land Area:                          1.8000 gross acres (1.8000 net acres)

                                    78,408 gross square feet (78,408 net square
                                    feet)

Frontage, Access, Visibility:       The site has adequate frontage, access and
                                    visibility.

Soil Conditions:                    We did not receive nor review a soil report.
                                    However, we assume that the soil's load-
                                    bearing capacity is sufficient to support
                                    existing and/or proposed structure(s). We
                                    did not observe any evidence to the contrary
                                    during our physical inspection of the
                                    property. Drainage appears to be adequate.

Utilities                           All public utilities are available to the
                                    site

Site Improvements:                  The site improvements include asphalt paved
                                    parking areas, curbing, signage,
                                    landscaping, yard lighting and drainage.

Land                                Use Restrictions: We were not given a title
                                    report to review. We do not know of any
                                    easements, encroachments, or restrictions
                                    that would adversely affect the site's use.
                                    However, we recommend a title search to
                                    determine whether any adverse conditions
                                    exist.

Flood Map:                          National Flood Insurance Rate Map Community
                                    Panel.
                                    Number 170912-0140-C (January 6,1983)

Flood Zone:                         FEMA Zone C: Areas outside of a 100-year
                                    flood hazard.

Wetlands:                           We were not given a Wetlands survey. If
                                    subsequent engineering data reveal the
                                    presence of regulated wetlands, it could
                                    materially affect property value. We did not
                                    note the presence of wetlands during our
                                    inspection We recommend a wetlands survey by
                                    a competent engineering firm.

Hazardous Substances:               We observed no evidence of toxic or
                                    hazardous substances during our inspection
                                    of the site. However, we are not trained to
                                    perform technical environmental inspections
                                    and recommend the services of a professional
                                    engineer for this purpose.

Overall Functionality:              The subject site is functional for the
                                    current intended use.


                                                        IMPROVEMENTS DESCRIPTION

The following  description of improvements is based upon our physical inspection
of the improvements  along with our discussions with the  Administrator.  Please
refer to the development plan and floor plans in the Addenda.

The facility was constructed in 17 and contains  117,250:t  square feet of gross
building  area within 1,  6-story  building.  The  facility has 129 units and an
effective  capacity  of  137  beds  and/or  residents.  The  unit  mix  for  the
development is as follows.




                        Oak Terrace Retirement Apartments
                                                

                                No.      No.      Unit     Total
 Description                   Units    Beds     Sq.Ft.    Sq.Ft.
 Independent Living
 Small Studio                   5        5       410       2,050
 Square Studio                  5        5       380       1,900
 West Studio                   15       15       414       6,210
 Regular Studio                10       10       414       4,140
 1BR West-Patios               10       10       483       4,830
 1 BR -Patios                  62       62       483      29,946
 1 BR Intermediate-Patio        5        5       782       3,910
 1 BR Deluxe - Patio            9        9       810       7,290
 2BR - Patio                    8       10       810       6,480

 Subtotals                    129      137                66,756
Totals                        129      137                66,756


General Description
         Year Built:                        17
         Number of Buildings:               1
         Number of Stories:                 6
         Gross Building Area:               117,25O + square feet
         Number of Units:                   129
         Number of Beds:                    137
         Design and Functionality:          The building is an independent
                                            living property of brick
                                            construction. The improvements have
                                            good appeal to prospective
                                            independent living residents.


Construction Detail

         Basic Construction:                Brick
         Foundation:                        Poured concrete slab
         Framing:                           Steel.
         Floors:                            Reinforced concrete poured over
                                            gravel. Each upper floor is bridged
                                            by wood stud floor beams.

         Exterior Walls:                    The exterior facade of the building
                                            consists of brick veneer.

         Roof Cover:                        Flat roofing system consisting of
                                            built-up assemblies with a sealed
                                            membrane cover.

         Roof Cover:                        Wood truss roofing system covered
                                            with a composition shingle cover.

         Windows:                           Units have thermal windows in
                                            aluminum frames. The windows are
                                            double paned with sliders.

Mechanical Detail

         Heating:                           The heating system is assumed to be
                                            adequate for existing use and in
                                            compliance with local law and
                                            building codes.

         Cooling:                           The cooling system is assumed to be
                                            adequate for existing use  and in
                                            compliance with local law and
                                            building codes.

         Plumbing:                          The plumbing system is assumed to be
                                            adequate for existing use and in
                                            compliance with local law and
                                            building codes.

         Electrical Service:                The electrical service system is
                                            assumed to be adequate for existing
                                            use and in compliance with local law
                                            and building codes.

         Elevator Service:                  The building contains elevators.

         Fire Protection:                   The building is fire sprinklered.
                                            Each apartment has electric smoke
                                            detectors in compliance with local
                                            code.

Interior Detail

         Layout:                            The building is designed in a "L"
                                            shape.

                                            The resident living units have small
                                            kitchenettes with microwaves, a sink
                                            and refrigerators. All units have
                                            baths with a sink, toilet and
                                            prefabricated shower stall.

         Floor Covering:                    Carpet in the living, dining and
                                            bedroom areas with sheet vinyl tile
                                            in the entry, kitchenettes and
                                            bathrooms.

         Walls:                             Painted and textured gypsum board.

         Ceilings:                          Painted and textured gypsum board.

         Bathrooms:                         Depending on unit type, each
                                            resident unit is equipped with a
                                            shared or full bathroom. All
                                            bathrooms consist of a walk-in
                                            shower with wall-mounted showerhead,
                                            toilet and sink and sheet vinyl
                                            floor covering, and a combination
                                            wall papered gypsum board walls.

         Kitchen Facilities:                All meals for the residents are
                                            prepared in a central kitchen.
                                            Equipment includes a gas/ range,
                                            steel hood with fire suppression
                                            system, dishwashers, stainless steel
                                            preparation tables, walk-in coolers
                                            and walk-in freezers.


 Site Improvements

         Parking:                           161 spaces (1.25:Unit). Parking is
                                            adequate

         Onsite Landscaping:                A variety of trees, shrubbery and
                                            grass.

         Other:                             Other site improvements include
                                            signage, trash enclosures, paved
                                            asphalt drives, concrete sidewalks
                                            and walking paths, as well as
                                            fencing.
Summary

         Condition:                         The improvements are in average
                                            condition given its competitive
                                            position in the marketplace. The
                                            improvements have been well
                                            maintained and provide a good
                                            appearance relative to competing
                                            buildings within its market.

                                            We did not inspect the roof of the
                                            building or make a detailed
                                            inspection of the mechanical
                                            systems. The appraisers, however,
                                            are not qualified to render an
                                            opinion as to the adequacy or
                                            condition of these components. The
                                            client is urged to retain an expert
                                            in this field if detailed
                                            information is needed about the
                                            adequacy and condition of mechanical
                                            systems.

         Quality:                           The overall quality of the
                                            improvements is rated as average and
                                            is consistent with the competition
                                            in the market area.

        Layout & Functional Plan:           Average. The facility is considered
                                            to be functional for its intended
                                            use. There are adequate common areas
                                            and units are considered to be
                                            comparable to most competing
                                            projects within the area. The
                                            furnishings and fixtures appear to
                                            be of good quality.

Capital Improvements:                       Other than normal routine property
                                            maintenance, there are no major
                                            capital improvement expenditures
                                            planned in the immediate future.

         Year Built:                        17

         Effective Age:                     15 years

         Expected Economic Life:            50 years

         Remaining Economic Life:           35 years

Americans With Disabilities Act

The Americans With  Disabilities Act (ADA) became effective January 26, 1992. We
have not made,  nor are we qualified by training to make, a specific  compliance
survey  and  analysis  of this  property  to  determine  whether or not it is in
conformity  with the various  detailed  requirements  of the ADA. It is possible
that a compliance  survey and a detailed analysis of the requirements of the ADA
could  reveal  that the  property is not in  compliance  with one or more of the
requirements  of the Act. If so, this fact could have a negative effect upon the
value of the  property.  Since  we were  not  provided  with  the  results  of a
compliance survey, we did not analyze the results of possible non-compliance.

Hazardous Substances

We are not aware of any  potentially  hazardous  materials (such as formaldehyde
foam insulation,  asbestos  insulation,  radon gas emitting materials,  or other
potentially hazardous  materials),  which may have been used in the construction
of the improvements.  However, we are not qualified to detect such materials and
urge the client to employ an expert in the field to determine if such  hazardous
materials are thought to exist.




                                            REAL PROPERTY TAXES AND ASSESSMENTS

Taxes are levied  against  all real  property  in this locale for the purpose of
providing funding for the various municipalities. The amount of ad valorem taxes
is determined by the current assessed value for the property in conjunction with
the total combined tax rate for the  municipalities.  The property is subject to
the taxing jurisdiction of Sangamon County. The assessors' parcel identification
number is 14-32-127-005, 14-32-127-006 and 14-32-127-007.

The 2004  calendar  fiscal tax year is the most  recent  year for both  assessed
value and tax information  for the subject.  This data is shown in the following
chart.



PROPERTY ASSESSMENT/TAX DATA
                                                     

                                                        2004
 Assessor's Market Value:
 Assessor's Market Value:                               $5,088,330
 Equalization/Assessment Ratio                               32.15%
 Assessed Value                                         $1,635,898
 Tax Rate ($/$1,000 AV)                                    78.9839
 Total Property Taxes                                  $129,209.65
 Building Area                                             117,250
 Property Taxes per Square Foot                              $1.10
 No. of Units 129 Property Taxes per Unit                $1,001.63



Total taxes for the property are $129,209.65, or $1,001.63 per unit.

We did not do a direct  comparison  with other senior housing  facilities in the
market area.  Assessed values are usually poor indicators of market value and in
the case of the subject and its higher level of quality,  any direct  comparison
to the  existing  product in the  Springfield  market area would not provide any
substantial of support towards an assessment estimate.

The  definition  of  market  value  used in this  report  assumes  a sale of the
property.  If the property were sold, it would be'  reassessed  according to the
county  assessor's  opinion of its market  value,  which is  typically  the sale
price.  The current  assessment  of the  property of  $1,635,898  is  considered
reasonable based on our market value estimates determined herein.

For the purposes of our Year 1 proforma, we have increased the current taxes for
the property.  A forecast tax liability  $150,000.  The increased  taxes will be
reflected in our proforma model in the Income Capitalization Approach.

Based on property tax comparisons, it is our opinion that the subject's real
estate taxes are reasonable.



ZONING

The  property is zoned R-5b by the City of  Springfield  [or  Sangamon  County].
Permitted  uses  within  this  district   include   commercial  and  multifamily
development.  Industrial  development  is  prohibited  in this zoning  district.
Zoning regulations imposed within this district are as follows:

We are not experts in the  interpretation  of complex zoning  ordinances but the
property  appears  to  be a  conforming  use  based  on  our  review  of  public
information.  The  determination  of  compliance  is beyond  the scope of a real
estate appraisal.

We know of no deed  restrictions,  private or  public,  that  further  limit the
subject  property's use. The research  required to determine whether or not such
restrictions exist,  however, is beyond the scope of this appraisal  assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title  company can usually  uncover  such  restrictive  covenants.  Thus,  we
recommend a title search to determine if any such restrictions do exist.



                                                            HIGHEST AND BEST USE

Definition Of Highest And Best Use

According to The Dictionary of Real Estate  Appraisal,  Fourth Edition (2002), a
publication of the Appraisal Institute, the 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."

Highest And Best Use Criteria

We evaluated the site's  highest and best use both as currently  improved and as
if vacant.  In both cases,  the  property's  highest and best use must meet four
criteria described above.

Legally Permissible

The first test concerns  permitted uses.  According to our  understanding of the
zoning ordinance, noted earlier in this report, the site may legally be improved
with structures that accommodate commercial and residential uses. Aside from the
site's zoning and regulations,  we are not aware of any legal  restrictions that
limit the potential uses of the subject.

Physically Possible

The second test is what is  physically  possible.  As discussed in the "Property
Description,"  the site's size, soil,  topography,  etc. do not physically limit
its use. The subject site is of adequate  shape and size to  accommodate  almost
all urban land uses.

Financial  Feasibility and Maximal  Productivity

The third and fourth  tests are,  respectively,  what is feasible  and what will
produce the highest net return.  After  analyzing  the  physically  possible and
legally  permissible  uses of the  property,  .the  highest and best use must be
considered in light of financial  feasibility  and maximum  productivity.  For a
potential use to be seriously considered,  it must have the potential to provide
a sufficient  return to attract  investment  capital over  alternative  forms of
investment.  A positive net income or acceptable  rate of return would  indicate
that a use is financially feasible.

As stated in the Competitive Market Analysis section, population, income and age
statistics would indicate that demand for senior living options in the subject
area is considered moderate This relates to the economic feasibility of
developing a property similar to the subject. The stabilized facilities in the
subject's market area are exhibiting occupancies above 85 percent. As such,
market conditions for senior living in the subject's primary market area are
considered adequate.

Highest and Best Use of Site As Though Vacant

Considering  the subject site's size,  configuration  and  topography,  location
among other  independent  living  properties and state of the local  independent
living  market,  it is our opinion  that the Highest and Best Use of the subject
site as though  vacant is  multi-family  residential  property  developed to the
highest density possible.



Highest and Best Use of Property As Improved

According to the  Dictionary of Real Estate  Appraisal,  highest and best use of
the property as improved is defined as:

"The use that  should be made of a property as it exists.  An existing  property
should be renovated or retained as is so long as it continues to  contribute  to
the  total  market  value  of the  property,  or  until  the  return  from a new
improvement would more than offset the cost of demolishing the existing building
and constructing a new one."

As discussed,  an independent  living  facility  exists on the site. The design,
layout,  as well as average  unit size of the  facility are good and there is no
functional  obsolescence  in the  improvements.  As will be  demonstrated in the
Sales Comparison Approach and the Income Capitalization  Approach, the operating
characteristics  of an assisted living facility represent a viable facility from
a revenue-producing standpoint.

Alternative uses for the existing improvements, however, would be limited due to
the overall design (smaller rooms and limited individual cooking facilities). As
a result, any conversion to an alternative use would be costly.

It is our opinion that the existing complex adds value to the site as if vacant,
and rent levels of existing leases encumbering the subject property would
dictate a continuation of the current use. Therefore, it is our opinion that the
Highest and Best Use of the subject property as improved is as it is currently
utilized as an independent living facility.


                                                               VALUATION PROCESS

Methodology

There are three generally accepted approaches available in developing an opinion
of value: the Cost, Sales Comparison and Income  Capitalization  approaches.  We
considered  and  analyzed  each in this  appraisal  to develop an opinion of the
market value of the  subject.  In  appraisal  practice,  an approach to value is
included or  eliminated  based on its  applicability  to the property type being
valued and the quality of  information  available.  Each  approach is  discussed
below, and  applicability  to the subject  property is briefly  addressed in the
following summary.

Land Value

Developing  an  opinion of land value is  typically  accomplished  via the Sales
Comparison  Approach by  analyzing  sites of  comparable  utility  adjusted  for
differences,  to indicate a value for the subject parcel. Valuation is typically
accomplished  using a unit of comparison  such as price per square foot or acre.
Adjustments  are  applied  to the  units  of  comparison  from  an  analysis  of
comparable  sales,  and the adjusted unit of comparison is then used to derive a
total value.

The  reliability  of this  approach is dependent  upon (a) the  availability  of
comparable sales data; (b) the verification of the sales data; (c) the degree of
comparability;  (d) the absence of  non-typical  conditions  affecting the sales
price.

Cost Approach

The Cost Approach is based upon the premise that an informed purchaser would pay
no more for the  subject  than the cost to produce a  substitute  property  with
equivalent utility.  This approach is particularly  applicable when the property
being  appraised  involves  relatively  new  improvements,  which  represent the
highest  and best use of the land;  or when  relatively  unique  or  specialized
improvements  are located on the site, for which there exist few sales or leases
of comparable properties.

In the  Cost  Approach,  the  appraiser  forms  an  opinion  of the  cost of all
improvements,  depreciating them to reflect value loss from physical, functional
and  external  causes.  Land  value,  entrepreneurial  profit  .qnd  depreciated
improvement costs are then added for a total value.

Sales Comparison Approach

The Sales Comparison Approach utilizes sales of comparable properties,  adjusted
for  differences,  to indicate a value for the subject  property.  Valuation  is
typically accomplished using a unit of comparison such as price per square foot,
effective  gross income  multiplier or net income  multiplier.  Adjustments  are
applied to the units of comparison from an analysis of comparable sales, and the
adjusted unit of comparison is then used to derive a total value.

The  reliability  of this  approach is dependent  upon (a) the  availability  of
comparable sales data; (b) the verification of the sales data; (c) the degree of
comparability;  (d) the absence of  non-typical  conditions  affecting the sales
price.

Income Capitalization Approach

This approach first  determines the  income-producing  capacity of a property by
utilizing  contract rents on leases in place and by estimating  market rent from
rental  activity at competing  properties.  Deductions  are made for vacancy and
collection loss and operating  expenses.  The resulting net operating  income is
capitalized at an overall capitalization rate to derive an opinion of value. The
capitalization rate represents the relationship between net operating income and
value.

Related to the Direct  Capitalization Method is the Discounted Cash Flow Method.
In the  Discounted  Cash  Flow  Method,  anticipated  future  cash  flows  and a
reversionary  value are  discounted  to an  opinion  of net  present  value at a
selected yield rate (internal rate of return.)



The  reliability  of the Income  Capitalization  Approach  depends  upon whether
investors  actively purchase the subject property type for income potential,  as
well as the  quality  and  quantity of  available  income and expense  data from
comparable investments.

Summary

This appraisal  employs only the Income  Capitalization  Approach.  Based on our
analysis  and  knowledge  of the subject  property  type and  relevant  investor
profiles, it is our opinion that this approach would be considered necessary and
applicable for market  participants.  The client has requested that we perform a
restricted appraisal report.  Therefore,  we have not employed the Cost Approach
or the Sales Comparison Approach to develop an opinion of market value.

We conclude the  valuation  process by analyzing  each approach to value used in
the  appraisal.  When more than one  approach is used,  each  approach is judged
based on its  applicability,  reliability,  and the  quantity and quality of its
data.  A final value  opinion is chosen that  either  corresponds  to one of the
approaches  to value,  or is a  correlation  of all the  approaches  used in the
appraisal.


                                                  INCOME CAPITALIZATION APPROACH

Methodology

The Income  Capitalization  Approach is a method of converting  the  anticipated
economic  benefits of owning  property into a value  through the  capitalization
process.  The  principle  of  "anticipation"  underlies  this  approach  in that
investors recognize the relationship between an asset's income and its value. In
order to value the  anticipated  economic  benefits  of a  particular  property,
potential  income  and  expenses  must be  projected,  and the most  appropriate
capitalization method must be selected.

The two most  common  methods of  converting  net  income  into value are Direct
Capitalization and Discounted Cash Flow. In direct capitalization, net operating
income is divided by an overall  capitalization  rate to  indicate an opinion of
market value. In the discounted cash flow method,  anticipated future cash flows
and a reversionary  value are discounted to an opinion of net present value at a
chosen yield rate (internal rate of return).

In our opinion, the direct capitalization analysis method is most appropriate to
value the subject property.

Historical Financial Performance of the Subject Property

The subject is an existing  independent  living  facility.  Management  provided
financial  statements for 2001 2002 2003 and a budget projection.  The financial
statements are summarized on the following chart.

Potential Gross Income

There is only one type of payment source at the subject for independent living
services; private pay residents. This type of payor is generally considered the
most desirable since private pay rates allow for greater profitability than any
fixed government rate plans. The subject generates revenue from monthly rentals
of the living units, as well as from other sources such as second person (double
occupancy) fees, move-in or processing fees, as well as other miscellaneous
revenue.




                       OAK TERRACE RETIREMENT APARTMENTS
                      INCOME AND OPERATING EXPENSE SUMMARY

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

                                      2001                      2002
                                (January-December)       (January-December)
                            Amount   $/Unit  % of EGI   Total   $/Unit  % of EGI

REVENUES
 Rental Income        $2,549,404  $19,763    95.48%  $2,636,197  $20,436  95.91%
 Other Income         $  120,704  $   936     4.52%  $  112,407     871    4.09%
 GROSS POTENTIAL REV. $2,670,108  $ 20,699  100.00%  $2,748,604  21,307  100.00%

Vacancy/
  Collection Loss     Inc. Above                     Inc. Above

TOTAL NET REVENUE    $2,670,108   $20,699  100.00%  $2,748,604  $21,307  100.00%

OPERATING EXPENSES
 Departmental
  Repair/Maint/
    Supply              $38,997      $302    1.46%   $  44,418  $   344    1.62%
  Services          $   561,679    $4,354   21.04%   $ 589,826  $ 4,572   21.46%
  Administrative    $    26,732    $  207    1.00%   $  27,365  $   212    1.00%
  Advertising       $    43,224    $  335    1.62%   $  41,109  $   319    1.50%
  Payroll           $   455,227    $3,529   17.05%   $ 483,937  $ 3,781   17.61%
 Utilities          $    85,031    $  659    3.18%   $  77,136  $   600    2.82%

 Non-Departmental
  Real Estate Taxes $   116,745    $  905    4.37%   $ 149,555  $ 1,159    5.44%
  Insurance         $    40,946    $  317   15.53%   $  65,546  $   508    2.38%
  Management Fees
   (5% of EGI)      $   133,505    $1,035    5.00%   $ 137,430  $ 1,065    5.00%
  Replacement
    Reserves        $    38,700    $  300    1.45%   $  38,700  $   300    1.41%
TOTAL ALL EXPENSES  $ 1,540,786   $11,944   57.71%  $1,655,322  $12,832   60.22%

EXPENSE RATIO              57.7%                          60.2%

NET OPERATING
  INCOME            $ 1,129,322   $ 8,754   42.29%  $1,093,282  $ 8,475   39.78%

OCCUPANCY                  94.2%                         94.2%

                                                      

                                        2003                      2004
                                (January-December)       (January-December)
                            Amount   $/Unit  % of EGI   Total   $/Unit  % of EGI

REVENUES
 Rental Income        $2,569,806  $20,130   96.63%  $2,723,203  $21,110   96.13%
 Other Income         $   90,525  $   702    3.37%  $  109,680      850    3.87%
 GROSS POTENTIAL REV. $2,687,331  $20,832  100.00%  $2,832,883   21,960  100.00%

Vacancy/
  Collection Loss     Inc. Above                     Inc. Above

TOTAL NET REVENUE     $2,687,331  $20,832  100.00%  $2,832,883  $21,960  100.00%

OPERATING EXPENSES
 Departmental
  Repair/Maint/
    Supply              $30,025      $233    1.12%   $  35,035  $   272    1.24%
  Services          $   609,090    $4,722   22.67%   $ 657,574  $ 4,722   22.67%
  Administrative    $    49,914    $  387    1.86%   $  28,426  $   220    1.00%
  Advertising       $    35,624    $  276    1.33%   $  34,810  $   270    1.23%
  Payroll           $   460,270    $3,568   17.13%   $ 457,075  $ 3,543   16.13%
 Utilities          $    86,146    $  668    3.21%   $  86,940  $   674    3.07%

 Non-Departmental
  Real Estate Taxes $   141,384    $1,096    5.26%   $ 145,620  $ 1,129    5.14%
  Insurance         $    49,598    $  384    1.85%   $  86,298  $   669    3.05%
  Management Fees
   (5% of EGI)      $   134,367    $1,042    5.00%   $ 141,644  $ 1,098    5.00%
  Replacement
    Reserves        $    38,700    $  300    1.44%   $  38,700  $   300    1.37%
TOTAL ALL EXPENSES  $ 1,635,118   $12,675   60.85%  $1,712,122  $13,272   60.44%

EXPENSE RATIO             60.8%                          60.4%

NET OPERATING
  INCOME            $ 1,052,213   $ 8,157   39.15%  $1,120,761  $ 8,688   39.56%

OCCUPANCY                  94.2%                         94.2%



                                                        

                                        C&W Forecast
                                       Stabilized Year

                                Amount          $/Unit          % of EGI
REVENUES
 Rental Income                  $3,171,984      $23,153
 Other Income                   $  110,000      $   803
 GROSS POTENTIAL REV.           $3,281,984      $23,956

Vacancy/
  Collection Loss               ($426,658)

TOTAL NET REVENUE               $2,855,626      $22,134

OPERATING EXPENSES
 Departmental
  Repair/Maint/
    Supply                      $  335,000      $   271         1.23%
  Services                      $  660,000      $ 5,116        23.11%
  Administrative                $   30,000      $   233         1.05%
  Advertising                   $   35,000      $   271         1.23%
  Payroll                       $  460,000      $ 3,566        16.11%
 Utilities                      $   90,000      $   698         3.15%

 Non-Departmental
  Real Estate Taxes             $  150,000      $ 1,163         5.25%
  Insurance                     $   90,000      $   698         3.15%
  Management Fees
   (5% of EGI)                  $  142,766      $ 1,107         5.00%
  Replacement
    Reserves                    $   38,700      $   300         1.36%
TOTAL ALL EXPENSES              $1,731,466      $13,422        60.64%

EXPENSE RATIO                        60.6%

NET OPERATING
  INCOME                        $1,123,860      $ 8,712        39.36%

OCCUPANCY                            94.2%






Independent Living Rate Analysis

The subject has an effective capacity of 137 residents and/or beds. The facility
is of  average  quality  construction  with a  modern  layout  and  design.  The
following is a description of the types of accommodations  that are available at
the subject.

Independent  living  residents  at  the  subject  have  the  choice  of  studio,
one-bedroom,   and  two-bedroom   apartment   units.   All  units  reflect  good
design/layout  and feature private  bathrooms,  kitchenettes and adequate closet
space. All residents are provided with three daily meals,  weekly  housekeeping,
activities, and scheduled transportation included in their monthly rent.

The  subject's  actual  rental rates (rent roll) were tested for  reasonableness
against  similar  facilities  in the subject's  market area. In the  Competitive
Market Analysis section, we identified several existing facilities considered to
provide  competition  for  the  subject.   Data  sheets  were  provided  in  the
Competitive  Market  Analysis  section  presented  previously.  The complexes we
surveyed are all considered  comparable given that they all provide  independent
living units. We note that the facilities are all adequately maintained and they
all  have a  similar  amenity  package.  All of the  competing  facilities  were
discussed in detail in the Competitive Market Analysis section of the report.

The  following  table  summarizes  the  subject's  unit types and the actual and
asking monthly rents.






                        Oak Terrace Retirement Apartments
                                                   

                                        In House Rents           Asking Rents
                   No.      Occ.      Monthly    $/Unit       Monthly   $/Unit
          Unit     Units    Units     Revenue    Per Mo.      Revenue   Per Mo.

Independent Living

Small Studio      5        5         $ 5,985    $ 1,197        $ 6,090    $1,218
Square Studio     5        5         $ 6,562    $ 1,312        $ 6,640    $1,328
West Studio       15       13        $18,374    $ 1,413        $21,540    $1,436
Regular Studio    10       9         $13,202    $ 1,467        $14,860    $1,486
   Total- Studio  35       32        $44,123    $ 1,379        $49,130    $1,404

1BR West-Patios   10       10        $18,636    $ 1,864        $19,140    $1,914
1BR -Patios       62       50        $97,072    $ 1,941       $123,318    $1,989
1 BR Intermediate
   -Patio          5       5         $11,067    $ 2,213       $ 11,265    $2,253
1 BR Deluxe
   - Patio         9       8         $19,002    $2,375        $ 22,023    $2,447

   Total - One-
        Bedroom   86      73        $145,777    $1,997        $175,746    $2,044

 2BR - Patio       8       8        $ 19,152    $2,394        $ 19,728    $2,466

Total- 2 BR        8       8        $ 19,152    $2,394        $ 19,728    $2,466

Independent
    Totals       129     113        $209,052    $1,850       $ 244,604    $1,896

Totals           129     113        $209,052    $1,850       $ 244,604    $1,896




The subject's  current in-house average rates generally fall similar most of the
asking rates at the subject.  This is reportedly  due to recent rent  increases.
Overall,  the average  monthly  rate is $1,850 per month,  which is 2.49 percent
below the  average  asking  rate of $1,896.  We  consider  an  increase  for the
in-house rates of  approximately  2.00 percent to be reasonable,  noting that an
additional  rate increase  will be  instigated  in the first part of 2004.  This
increase  will  not  adversely  affect  the  stabilized  occupancy  level at the
subject.


Base Rental Rates

The following  chart details our reconciled base rental rates for all unit types
at the subject.

These rates were concluded to in the Competitive  Market Analysis section of the
report.




 Oak Terrace Retirement Apartments
 Reconciled Market Rental Rates
                                                   

                         Resident         No.         No.      Market
 Unit Type                 Type          Units       Beds       Rent

Small Studio                IL             5          5       $1,218
Square Studio               IL             5          5       $1,328
West Studio                 IL            15         15       $1,436
Regular Studio              IL            10         10       $1 ,486
1BR West-Patios             IL            10         10       $1,914
1 BR -Patios                IL            62         62       $1,989
1 BR Intermediate-Patio     IL             5          5       $2,253
1 BR Deluxe - Patio         IL             9          9       $2,447
2BR - Patio                 IL             8         16       $2,466

Totals                                   129        137



Other Revenues

In  addition  to room  revenue,  the  subject  receives  additional  income from
additional personal care, new resident fees (entrance fees), second person fees,
as well as  miscellaneous  revenue  from  such  items as  barber/beauty  income,
laundry services,  cable TV revenue, meal and guest fees, food catering,  health
supplies, parking, etc.

Other Income

This category includes revenue received from the subject's barber/beauty income,
laundry services,  cable TV revenue, meal and guest fees, food catering,  health
supplies,  parking, etc. The historic revenue for this category are shown in the
following table.


                          

 Year           Total           $/Unit
 2001           $120,704        $936
 2002           $112,407        $871
 2003           $90,525         $702
 BUDGET 2004    $109,680        $850
 C&W Forecast   $110,000        $803



Based on the data,  we forecast  Year 1 revenue  from this  source at  $110,000.



Vacancy and Collection Loss

Both the investor  and the  appraiser  are  primarily  interested  in the annual
revenue an income property is likely to produce over a specified period of time,
rather than the income it could  produce if it were always 100 percent  occupied
and all tenants were paying  their rent in full and on time. A normally  prudent
practice is to expect some income loss as tenants  vacate,  fail to pay rent, or
pay their rent late. Model units or other rent loss, if necessary,  is addressed
separately.

The  subject,  as of the most  current  rent roll  provided,  was 88.00  percent
occupied. This is about equal to current average occupancy levels for the market
area overall.  In consideration  of the above, we forecast a stabilized  vacancy
and collection loss of 13.00 percent for the subject.

Effective Gross Income

The following table summarizes the projected estimate of stabilized income based
on the above findings. The stabilized revenues are based on current market rents
and trends and reflect what we consider a typical purchaser would anticipate.



                        Oak Terrace Retirement Apartments
                           STABILIZED OPERATING INCOME
                                                    

                RESIDENT    NO.      NO.   MONTHLY                      PER
UNIT TYPE        TYPE     UNITS    BEDS    RATE        INCOME         RESIDENT

Small Studio     IL       5        5       $ 1,218    $ 73,080
Square Studio    IL       5        5       $ 1,328    $ 79,680
West Studio      IL       15       15      $ 1,436    $258,480
Regular Studio   IL       10       10      $ 1 ,486   $178,320
1BR West-Patios  IL       10       10      $ 1,914    $229,680
1 BR -Patios     IL       62       62      $ 1,989  $1,479,816
1 BR
  Intermediate-
  Patio          IL       5        5       $ 2,253   $135,180
1 BR Deluxe -
  Patio          IL       9        9       $ 2,447   $264,276
2BR - Patio      IL       8        16      $ 2,466   $473,472
Total                   129       137               $3,171,984      $  23,153

Other                                               $  110,000      $     803

TOTAL POTENTIAL GROSS INCOME                        $3,281,984      $  23,956

LESS: VACANCY @                 13.0%               $ (426,658)

EFFECTIVE GROSS INCOME                              $ 2,855,326     $  23,956



Opinion of Expenses

We  developed  an opinion of the  property's  annual  operating  expenses  after
reviewing its historical  performance and reviewing the operating  statements of
similar senior living properties.  Management provided operating  statements for
2001  2002  2003  and a  budget  projection.  This  information  was  summarized
previously.

Furthermore,  we supported our estimate of projected  expenses with other senior
living facilities in the region, as well as from overall industry statistics. We
also note that the reader is cautioned when  reviewing the  comparable  expenses
for individual facilities,  in that the reporting of expenses varies by property
and that different  congregate living facilities offer different  services.  All
comparisons will be made on an actual resident basis.



Expense Comparables

The expense comparables are summarized in the following chart.




                    SUMMARY OF COMPARABLE OPERATING EXPENSES
                          INDEPENDENT LIVING FACILITIES

                                                          


 Facility                       Confidential      Confidential     Confidential

 Reporting Period               2003              2003             2002
 Year Bum                       2001              2001             1990
 No. of IL Units                42                60               176
 No. of AL Unils                72                84               11
 No. of AL2 Units               0                 0                0
 Total Unils                    114               144               187
 Occupancy                      93%               92%              98%
 Resident Days                  38,822            48,198           66,890

                                                          

                               Per     %of     Per      %of     Per         %of
                             Resident  EGI   Resident   EGI     Resident    EGI

 TOTAL NET REVENUES          $26,055          $23,495            $34,768
 EXPENSES

 General & Administrative     $1,518   5.83%     $968   4.12%     $3,052   8.78%
 Payroll Taxes & Benefits     $1,446   5.55%     $895   3.81%     $3,882  11.17%
 Resident Care                $3,168  12.16%   $2,587  11.01%     $1,133   3.26%
 Food Services                $2,264   8.69%   $2,107   8.97%     $4,949  14.23%
 Activities                     $455   1.75%     $269   1.15%       $461   1.33%
 Housekeeping                   $482   1.85%     $370   1.57%     $1,291   3.71%
 Plant Operations               $745   2.86%     $657   2.80%     $2,046   5.89%
 Utities                      $1,087   4.17%   $1,274   5.42%     $1,805   5.19%
 Marketing/Promotions           $536   2.06%     $290   1.23%       $546   1.57%
 Real Estate Taxes              $904   3.47%     $839   3.57%     $1,257   3.62%
 Insurance                      $585   2.24%     $882   3.76%     $1,154   3.32%
 ADJUSTED OPERATING
 EXPENSES                    $13,188  50.62%  $11,138  47.41%    $21,576  62.06%
 Management Fee               $1,303   5.00%   $1,175   5.00%     $1,738   5.00%
 Expense Ratio Before
   Reserves                      56%               52%                67%

 Reserves                         -       -         -      -          -       -


                                                   

                                        ASHA      ASHA     ASHA
                                       Lower               Upper
 Facility                            Quartile    Median   Quartile

 Reporting Period                       2003       2003     2003
 Year Bum                                N/A        N/A      N/A
 No. of IL Units                         N/A        N/A      N/A
 No. of AL Unils                         N/A        N/A      N/A
 No. of AL2 Units                        N/A        N/A      N/A
 Total Unils                             N/A        N/A      N/A
 Occupancy                               N/A        N/A      N/A
 Resident Days

 TOTAL NET REVENUES                  $19,389    $26,972  $32,078
 EXPENSES

 General & Administrative               $885     $1,703   $2,372
 Payroll Taxes & Benefits               $847     $1,665   $2,143
 Resident Care                          $532     $1,961   $2,924
 Food Services                        $2,717     $3,875   $4,531
 Activities                              N/A        N/A      N/A
 Housekeeping                           $491       $789   $1,085
 Plant Operations                       $511     $1,138   $1,593
 Utities                                $875     $1,352   $1,753
 Marketing/Promotions                   $522     $1,045   $1,431
 Real Estate Taxes                      $489     $1,064   $1,533
 Insurance                              $289       $647   $1,178
 ADJUSTED OPERATING
 EXPENSES                            $12,424    $18,300  $22,613
 Management Fee                         $673     $1,411   $1,748
 Expense Ratio Before
   Reserves                               68%        73%     76%

 Reserves                               $193       $580    $977

<FN>

Source:  The State of Seniors  Housing,  2003.  ASHA.  (Data is for  Independent
Living Facilities)

Note: Each line expense for ASHA derived from seperately sorted data columns and
may not add up under totals.

* All comparable categories based on Actual Unit (Per Resident)
</FN>




Repair/ Maintenance/ Supply

The historical costs, as well as our forecast for this category are shown in the
following chart.

                                  

 Year                   Total    $/Unit   % of EGI
 2001                   $38,997  $302     1.46%
 2002                   $44,418  $344     1.62%
 2003                   $30,025  $233     1.12%
 BUDGET 2004            $35,035  $272     1.24%
 C&W Forecast           $35,000  $271     1.23%





The subject's  actual  expenses are supported by the comparable  properties.  We
forecast Year 1 costs at $35,000 or $ 271 per unit.

Services

The historical costs, as well as our forecast for this category are shown in the
following chart.


                                         

 Year                   Total           $/Unit   % of EGI
 2001                   $561,679        $4,354   21.04%
 2002                   $589,826        $4,572   21.46%
 2003                   $609,090        $4,722   22.67%
 BUDGET 2004            $657,574        $5,097   23.21 %
 C&W Forecast           $660,000        $5,116   23.11 %


The subject's  actual  expenses are supported by the comparable  properties.  We
forecast Year 1 costs at $660,000 or $5,116 per unit.

Administrative

The historical costs, as well as our forecast for this category are shown in the
following chart.


                                         

 Year                   Total           $/Unit   % of EGI
 2001                   $26,732         $207     1.00%
 2002                   $27,365         $212     1.00%
 2003                   $49,914         $387     1.86%
 BUDGET 2004            $28,426         $220     1.00%
 C&W Forecast           $30,000         $233     1.05%


The subject's actual expenses are supported by the comparable properties. We
forecast Year 1 costs at $30,000 or $ 233 per unit.

Advertising

The historical costs, as well as our forecast for this category are shown in the
following chart.



                                  

 Year                   Total    $/Unit   % of EGI
 2001                   $43,224  $335     1.62%
 2002                   $41,109  $319     1.50%
 2003                   $35,624  $276     1.33%
 BUDGET 2004            $34,810  $270     1.23%
 C&W Forecast           $35,000  $271     1.23%


The subject's  actual  expenses are supported by the comparable  properties.  We
forecast Year 1 costs at $35,000 or $ 271 per unit.

Payroll

The historical costs, as well as our forecast for this category are shown in the
following chart.

                                

 Year           Total           $/Unit   % of EGI
 2001           $455,227        $3,529   17.05%
 2002           $483,937        $3,751   17.61%
 2003           $460,270        $668     3.21%
 BUDGET 2004    $457,075        $3,543   16.13%
 C&W Forecast   $460,000        $3,566   16.11 %


The subject's  actual  expenses are supported by the comparable  properties.  We
forecast Year 1 activities costs at $460,000 or $3,566 per unit.

Utilities

The historical costs, as well as our forecast for this category are shown in the
following chart.


                                 

 Year                   Total    $/Unit  % of EGI
 2001                   $85,031   $659     3.18%
 2002                   $77,436   $600     2.82%
 2003                   $86,146   $668     3.21%
 BUDGET 2004            $86,940   $674     3.07%
 C&W Forecast           $90,000   $698     3.15%



The subject's  actual  expenses are supported by the comparable  properties.  We
forecast Year 1 costs at $90,000 or $ 698 per unit.

Real Estate Taxes

This cost is for the annual real and  personal  property tax  liability  for the
subject.  The  historical  costs,  as well as our forecast for this category are
shown in the following chart.

                                         

 Year                   Total           $/Unit   % of EGI
 2001                   $116,745        $905     4.37%
 2002                   $149,555        $1,159   5.44%
 2003                   $141,384        $1,096   5.26%
 BUDGET 2004            $145,620        $1,129   5.14%
 C&W Forecast           $150,000        $1,163   5.25%


Please refer to the Real Estate Taxes and Assessments  section of the report for
a discussion on how the Year 1 taxes were estimated. We forecast the Year 1 real
estate tax expense at $150,000 or $1,163 per unit.

Insurance

This cost is for the annual liability insurance for the property. The historical
costs,  as well as our  forecast for this  category  are shown in the  following
chart.

                                        

 Year                   Total           $/Unit   % of EGI
 2001                   $40,946         $317     1.53%
 2002                   $65,546         $508     2.38%
 2003                   $49,598         $384     1.85%
 BUDGET 2004            $86,298         $669     3.05%
 C&W Forecast           $90,000         $698     3.15%


The expense  comparables  showed expenses for this category from $ 585 to $1,154
per resident  (average of $ 874 per resident),  while the industry data showed a
range  from $ 289  to  $1,178  per  resident  (median  of $ 647  per  resident):
Insurance costs for senior living  properties  increased  strongly over the last
one to two years.  The subject's actual expenses are supported by the comparable
properties. We forecast Year 1 insurance costs at $90,000 or $ 698 per unit.

Management Fee

The subject is managed by an operating  entity of the  ownership at a rate equal
to 5.0 percent of effective gross income. According to data by The 2003 State of
Senior  Housing  Report,  the  median  management  fee  for  independent  living
facilities  is 5.1 percent,  with a general  range from 4.9 to 6.3  percent.  We
concluded to a 5.0 percent  management fee, which equates to a Year 1 expense of
$142,766 or $1,107 per resident.


Replacement Reserves

Replacement reserves are necessary for replacement of roof covering,  mechanical
systems, furnishings, appliances, etc. For a facility such as the subject, it is
reasonable to deduct one to two percent of net resident revenues for replacement
reserves. The ASHA industry data shows a range of reserve unit allowances from $
193 to $ 977 per  unit  with a  median  of $ 580 per  unit.  In the  case of the
subject and its date of  construction,  we deducted an amount  equal to $300 per
unit which  equates to a total cost of $38,700 or $ 300 per  resident,  which is
well supported by the industry data.

Expense Summary

Overall,  we  project  the  first  year  expenses  for  the  subject  (including
management  fees and  reserves) at  $1,731,466  ($13,422 per resident) and 60.64
percent  of  effective  gross  income.   Additionally,   the  subject   operated
historically at expense ratios ranging from 58 to 61 percent.

According to The Senior Care Acquisition  Report 2004, the average expense ratio
for independent  living facilities was 79.0 percent in 2003, which represented a
4.2 percent increase from 75.8 percent in 2002. The survey noted;  however, that
many of the properties used in the transaction samplings were either troubled or
no stabilized, which resulted in a higher reported operating expense basis.

Furthermore,  operating margins for independent  living facilities were reported
at 28.3  percent for the median,  18.8  percent for the lower  quartile and 34.3
percent for the upper  quartile  according to the State of Senior Housing Report
2003.

Our net operating  income  estimate is similar than the  historical  amounts and
equates to $8,712 per resident,  which is abovethe most recent operating year of
$8,688 per resident.  The expenses and resultant net operating  income  estimate
are considered reasonable in light of the historical data. A summary of our Year
1 proforma is presented as follows:





                        Oak Terrace Retirement Apartments
                         STABILIZED OPERATING STATEMENT
                                                          

                                        Total            PR       % of EGI

 EFFECTIVE GROSS INCOME             $ 2,855,326      $23,956
 EXPENSES
 Repair/Main/Supply                 $    35,000   $       271      1.23%
 Services                           $   660,000   $     5,116     23.11%
 Administrative                     $    30,000   $       233      1.05%
 Advertising                        $    35,000   $       271      1.23%
 Payroll                            $   460,000   $     3,566     16.11%
 Utilities                          $    90,000   $       698      3.15%
 Real Estate Taxes                  $   150,000   $     1,163      5.25%
 Insurance                          $    90,000   $       698      3.15%

 TOTAL OPERATING EXPENSES  54.3%    $ 1,550,000   $    12,016     54.28%
 Management Fees            5.0%    $   142,766   $     1,107      5.00%
 Replacement Reserves     $ 300     $    38,700   $       300      1.36%

TOTAL EXPENSES                      $ 1,731,466   $    13,422     60.64%
 NET OPERATING INCOME               $ 1,123,860   $     8,712     39.36%
<FN>

(*) Per Actual Resident
</FN>


Direct Capitalization Rate Analysis

In determining an appropriate capitalization rate, we utilized several different
methods: market extraction from the sales comparables;  findings reported in The
Senior Care  Acquisition  Report,  2004,  published by Irving Levin  Associates,
Inc.; and findings from the Senior Care Participants Survey completed by Cushman
& Wakefield, Inc.; and from the Band-of-Investment Analysis.

We  analyzed  investment  rates  of  return  acceptable  to  buyers  in order to
determine  the  capitalization  rate.  The  overall  rate  on an  investment  is
determined by analyzing  several aspects of that investment and then assigning a
risk associated with those aspects. Elements usually considered are:

..    Reliability  of the gross  income  prediction.  How  certain is it that the
     income will be forthcoming?  Income is more dependable when the property is
     leased on a long-term  basis to financially  responsible  tenants than when
     rented on a month-to-month basis to less reliable tenants.

..    Reliability  of the expense  prediction.  Is there  great  danger of having
     expenses  increase  materially,  or is there a fair  chance  that they will
     remain about the same or even decrease?

..    Expense  ratio.  If the expenses are low in relation to gross  income,  the
     quality of the net income may be better,  because a moderate  reduction  in
     gross  income or a moderate  increase in  expenses  does not affect the net
     income substantially.

..    Burden of  management.  Even when real estate  management  is  employed,  a
     property that requires constant attention, because of either maintenance or
     rent  collection  problems,  is less  desirable than one that needs minimal
     management.  A long-term  lease that  requires a tenant to take care of all
     repairs  and to pay  taxes  and  insurance  presents  a  situation  that is
     relatively free from this burden of management.


..    Marketability  of the property.  An investment that has  marketability  and
     liquidity  appeals to a wider group of  investors  than one  lacking  those
     attributes.

..    Stability of value.  The value or market price of a piece of real  property
     tends to remain within a narrower  range for longer periods of time than do
     most other commodities.

As described previously,  the gross income projected for the property is subject
to such  uncertainties  as competition from other facilities and fluctuations in
demand for the subject's  services.  Moreover,  the subject property has limited
marketability  and  liquidity  because a  purchaser  must  have the  appropriate
operating  license from the applicable state regulatory  agencies,  which limits
the number of  potential  investors  and  would,  in any  potential  sale of the
property, create impediments and delays.

Going-In Capitalization Rate Industry Findings

To further  test the  capitalization  rates,  we consulted  data on  independent
living acquisition trends in The Senior Care Acquisition Report, Eighth Edition,
2004.   The  report   indicated   that  after  seeing  two  years  of  declining
capitalization  rates for independent  living properties  between 2000 and 2001,
2002 saw an increase in rates to a reported average of 12.20 percent.  For 2003,
however,  the  average  capitalization  rate  declined  to  11.1  percent.  This
information is summarized in the graph below.

Independent Living Facility Capitalization Rates
[GRAPHIC OMITTED]

1995: 10.3%
1996: 10.2%
1997:  9.2%
1998: 10.3%
1999: 10.9%
2000: 10.5%
2001:  9.9%
2002: 10.8%
2003:  9.9%


In  addition,  Cushman &  Wakefield,  Inc.  surveyed  senior  care  participants
regarding their investment parameters for senior housing properties. This recent
information is summarized in the following table.



                            2003 Participants Survey
                                                          

                                                      Change From    Change From
                                          Survey          2002           2001
 Property Type            Survey Range    Average     Basis     %    Basis     %
                                                      Point          Point
 Capitalization Rates
 55+ Senior Apartments   7.00% - 10.25%   8.15%       -7      0.9%   -68   -7.6%
 Independent Living      9.00% - 10.50%   9.55%       -5      0.5%   -30   -3.0%
 Assisted Living        10.00% - 12.25%  10.85%      -17      1.6%    -8   -7.2%
 Skilled Nursing        11.50% - 18.00%  14.15%       16     -1.1%   -61   -4.2%
 Continuing Care
   Retirement Community  9.00% - 11.50%  10.40%      -35      3.4%   -15   -1.4%

Internal Rates of Return
 55+ Senior Apartments   9.50% - 15.00%  10.60%      -15      1.4%   -20   -1.8%
 Independent Living     10.00% - 15.00%  11.90%      -25      2.1%   -65   -5.7%
 Assisted Living        12.00% - 17.00%  15.30%       42     -2.7%   -22   -1.5%
 Skilled Nursing        13.00% - 20.00%  16.30%      -25      1.5%  -165   -9.1%
 Continuing Care
   Retirement Community  9.00% - 17.00%  13.00%      -25      1.9%  -135   -9.2%
<FN>

Source: Senior Care Participants Survey, 2003 by Cushman & Wakefield, Inc.
</FN>


In  reviewing  the 2003  survey,  capitalization  rates for  independent  living
facilities ranged from 9.00 to 10.50 percent with an average  indication of 9.55
percent. This data is only 25 basis points below that reported previously in The
Senior Care Acquisition Report,  Eighth Edition,  2004. The 2003 C&W survey also
shows that  capitalization  rates declined  slightly over those reported in 2002
and 2001.

In choosing the appropriate  capitalization  rate for the subject, we considered
its  location,  occupancy,  as well as the overall  condition and utility of the
property.  The subject is a mid-sized  independent  living facility located in a
favorable demographic area in Illinois. The market area is considered to be at a
equilibrium basis with no under- or over- supply at this time. Based on the data
and characteristics of the subject and marketplace, we consider a capitalization
rate of between 8.75 to 9.25 percent to be appropriate for the property.

Band of Investment

The Band of  Investment  technique  accounts for the  combination  of equity and
prevailing  financing  which are banded  together  to finance  this type of real
estate. The rate developed is a weighted average,  the weights being percentages
of the total value, allocated to the mortgage and equity positions.

After  surveying  several  commercial  mortgage  lenders and consulting the most
recent Senior Care Participants Survey,  published by Cushman & Wakefield,  Inc.
and the Senior Care Acquisition Report, published by Irving Levin Associates, it
is our opinion that a typical  creditworthy  owner could obtain financing from a
lending  source in an amount equal to 75 percent of value at an annual  interest
rate of 6.0 percent.  A typical loan period for this type of real estate  ranges
from 20 to 30 years.  Utilizing a 25-year  amortization  period at a 6.0 percent
interest rate (payable monthly) yields a mortgage constant of 0.0773162.

For a review of investor rates of return, we reference the previous table, which
showed investment parameters for independent living properties.

As shown in the table,  internal  rates of return or equity  dividend  rates for
senior housing properties ranged from 9.50 to 20.00 percent.  Independent living
facilities  fall  within the lower to middle  portion of the range from 10.00 to
15.0 percent with an average  indicated rate of 11.90 percent.  Assisted  living
facilities  fall  within the middle  portion  at 12.00 to 17.0  percent  with an
average indicated rate of 15.30 percent.



Based on the data, we consider a prudent  investor in a senior housing  property
like the subject would accept an initial annual return of between 10 percent and
15 percent of an equity  investment in  anticipation of a stable income flow and
property appreciation over time. From this, and based on the subject's physical,
locational and competitive  structure,  a rate from within the middle portion of
the latter range, or 13.0 percent would be reasonable.

It should be emphasized  that the equity  dividend rate is not  necessarily  the
same as an equity  yield  rate or true rate of  return  on equity  capital.  The
equity dividend rate is an equity capitalization that reflects all benefits that
can be recognized by the equity investor as of the date of purchase. The overall
capitalization rate is developed as follows:


                        Band of Investment Technique

 75.0%   MORTGAGE       X        0.0773162 Mortgage Constant    =        0.0579
 25.0%   Equity         X        0.1300 Equity Dividend         =        0.0325
 100.0%  Total                                                           0.9.04
                                 OAR = 9.00%

Direct Capitalization Method Conclusion

We estimated a capitalization  rate ranging between 8.75 to 9.25 percent through
our  direct  comparison  analysis,   while  the   band-of-investment   technique
correlated to 9.00 percent.  Utilizing both methods to develop a  capitalization
rate,  tempered  with  investor  criteria  and the  specific  attributes  of the
subject, we consider a rate of 9.00 percent warranted for the property.  We note
that  this  rate is  applied  after  reserves.  Our  conclusion  via the  Direct
Capitalization Method is as follows:


                                                             

 DIRECT CAPITALIZATION METHOD
 Net 0perating Income                           $1,123,860

 Sensitivity Analysis (0.25% OAR Spread)         Value            $/Unit
 Based on Low-Range of 8.75%                    $12,844,112      $99,567
 Based on Most Probable Range of 9.00%          $12,487,331      $96,801
 Based on High-Range of 9.25%                   $12,149,835      $94,185

 Reconciled Value                               $12,487,331      $96,801
 Rounded to nearest $100,000                    $12,500,000      $96,899
 Value Conclusion:                                            $12,500,000




 RECONCILIATION AND FINAL VALUE OPINION

Valuation Methodology Review and Reconciliation

This appraisal  employs only the Income  Capitalization  Approach.  Based on our
analysis  and  knowledge  of the subject  property  type and  relevant  investor
profiles, it is our opinion that this approach would be considered necessary and
applicable for market  participants.  The client has requested that we perform a
restricted appraisal report.  Therefore,  we have not employed the Cost Approach
or the Sales Comparison Approach to develop an opinion of market value.

The approaches indicated the following values:

Income Capitalization Approach:     $12,500,000

Due to the fact that the subject is an income producing property,  investors are
primarily  concerned  with their  return on equity.  Therefore,  we placed  most
weight on the Income  Capitalization  Approach  in our final  value  conclusion.
Given that investors typically purchase these types of properties based on their
income producing capabilities, this approach was useful in providing support for
our findings in the Income Capitalization Approach.

The Income Capitalization  Approach is typically considered the most appropriate
approach  to  utilize  when  valuing   going-concerns  such  as  nursing  homes,
independent living and independent  living  facilities.  This approach considers
the income potential of the property. In our Income  Capitalization  Approach to
value,  the  anticipated  monetary  benefits of ownership  were converted into a
value estimate. Within the Income Capitalization Approach, direct capitalization
was used, as it is the most common  method used by investors  and  purchasers in
acquiring existing and stabilized properties of this nature.

Based  on our  Complete  Appraisal  as  defined  by  the  Uniform  Standards  of
Professional Appraisal Practice, we developed an opinion that the "as-is" market
value of the fee  simple  estate  of the  referenced  property,  subject  to the
assumptions, limiting conditions,  certifications, and definitions, on April 16,
2004 was:

                  TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS

                                  $12,500,000

Personal Property Allocation

Included in the above estimate of market value is the contributing  value of the
personal  property at the subject  property,  or the  furnishings,  fixtures and
equipment  (FF&E).  FF&E is generally  considered to be part of the  independent
living  facility  and is  typically  sold  with the  building.  It is  therefore
considered  to be a part  of the  property's  total  value.  FF&E  includes  the
individual   unit   and   public   area    furnishings,    kitchen    equipment,
service/maintenance equipment and other machinery. Based on previous analysis of
the subject, we estimated the value of the FF&E as new to be $519,225, including
a 15 percent factor for entrepreneurial profit.

Physical deterioration (depreciation) must be deducted for the FF&E. The subject
opened in 1987. Based on our physical inspection of the property,  we are of the
opinion  that the  property  is  currently  in average  physical  condition.  We
estimated that the subject's FF&E has a useful life of 10 years and we estimated
the  current  effective  age  at 4  years.  This  equates  to  a  40  .  percent
depreciation factor, as summarized in the following table. .





         Furniture, Fixtures and Equipment
                                             

         Total Value of FF&E As New             $519,225
         Physical Life (Yrs)                          10
         Effective Age (Yrs)                           4
         Percent Depreciated (%)                      40
         Percent Value Remaining (%)                  60
         Depreciated Value                      $311,535
         Rounded                                $310,000


The contributing value of the FF&E is considered to be the cost of the FF&E less
its accrued depreciation. This equates to a value of $310,000 rounded.

INSURABLE VALUE

Insurable  Value is directly  related to the portion of the real estate which is
covered  under the  asset's  insurance  policy.  We based  this  opinion  on the
building's  replacement cost new (RCN), which has no direct correlation with its
actual market value.

The replacement cost new is the total  construction cost of a new building built
using modern technology,  materials, standards and design, but built to the same
specifications  and with the same utility as the building being  appraised.  For
insurance purposes,  replacement cost new includes all direct costs necessary to
construct the building improvements. Items which are not considered include land
value,   site   improvements,   indirect   costs,   accrued   depreciation   and
entrepreneurial profit. To develop an opinion of insurable value, exclusions for
below-grade foundations and architectural fees must be deducted from replacement
cost new.

We developed an opinion of  replacement  cost new by using the  Calculator  Cost
Method developed by Marshall  Valuation  Service,  a nationally  recognized cost
estimating  company  which  estimates   construction  costs  for  all  types  of
improvements.  Marshall  Valuation  Service revises its cost factors monthly and
adjusts them to reflect regional and local cost variations.



                       Oak Terrace Retirement Apartments
                                INSURABLE VALUE
                                                           

 Gross Building Area Square Footage (GBA)                           117,250
 Total Replacement Cost New Of Improvements                      $7,805,448
 Less-Insurance Exclusions                   Per S.F. Percent
 Foundations Below Grade                     $1.66    2.50%        $195,136
 Piping Below Grade (Negligible)             $0.00    0.00%              $0
 Architect Fees                              $1.66    2.50%        $195,136
 Total Insurance Exclusions                                        $390,272
 INSURABLE VALUE SUMMARY
 Total Replacement Cost New                                      $7,805,448
 Less: Total Insurance Exclusions                                 ($390,272)
 Insurable Value                                                 $7,415,176
 Rounded to nearest $50,000                                      $7,400,000
<FN>

Source: Marshall Valuation Service
See Cost Approach for calculator details
</FN>


Therefore,  the  insurable  value  for  the  improvements  is  estimated  to  be
$7,400,000.


                                            SUPPLEMENTAL VALUATION - SCENARIO II

VALUATION BY THE DIRECT CAPITALIZATION METHOD AS ENCUMBERED

In the previous section,  the subject property's Market Value  unencumbered,  or
"free and clear" was  estimated.  However,  as previously  stated the purpose of
this  report  is to  estimate  the  Market  Value of the  subject  property,  as
encumbered  with long-term bond  financing.  The terms of the bond and Letter of
Credit are summarized as follows.

TERMS OF BOND FINANCING

Long-term bond financing issued by the City of Springfield,  Illinois  encumbers
the subject property.  The Community Improvement Adjustable Demand Revenue Bonds
(Oak Tree Joint  Venture,  LP)  Series  1999.  A  synopsis  of the bond terms is
included in the addenda section of this report.

Derivation  Of  Overall   Capitalization  Rate:   Capitalization  rates  express
relationships  between net income and total  value.  The rate  employed  must be
consistent  with and reflective of those rates  currently  employed by investors
active  in the  market  place.  Therefore,  in order  to  determine  the  affect
favorable bond financing has on the capitalization rates we interviewed a number
of active  investors and  participants so that we may get an understanding as to
the methodology applied in the purchasing of such properties.

In conducting our research, we interviewed representative from such institutions
as Lend Lease,  Heitman Capital,  and Equity  Residential  Group.  Each of those
interviewed  were  relatively  consistent  in that  their  respective  companies
discounted  "unleveraged  market-rate  overall  rates"  between 50 and 150 basis
points  to  reflect  the  benefits  of the  leverage  and  favorable  financing.
Therefore, for properties such as the subject, a "leveraged" capitalization rate
of between 6.5 percent and 7.5 percent (8.0 percent less 50 to 200 basis points)
is implied. For the purposes of our analysis,  we have concluded to 7.0 percent,
which is  applied  to the  estimated  NOI and  results  in a value  as  follows:

                                            SUPPLEMENTAL VALUATION - SCENARIO II

$1,123,860 + 7.0% = $16,055,143 or $16,100,000 (as rounded)

                  SIXTEEN MILLION ONE HUNDRED THOUSAND DOLLARS

                                 ($16,100,000)

This value considers the effect of positive  leverage and terms  attributable to
bond financing that encumbers the subject property.  The difference  between the
unencumbered  and the estimated Market Value, as encumbered,  is $3,600,000,  is
the implied  benefit of the long-term bond  financing.  This value  represents a
28.8 percent increase from our market value conclusion under Scenario I



                                             ASSUMPTIONS AND LIMITING CONDITIONS

"Report"  means the  appraisal  or  consulting  report  and  conclusions  stated
therein, or a letter opinion, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Report

"C&W" means Cushman & Wakefield, Inc. or its subsidiary that issued the Report.

"Appraiser(s)"  means the employee(s) of C&W who prepared and signed the Report.
The  Report has been made  subject to the  following  assumptions  and  limiting
conditions:

1.   No opinion is intended to be expressed and no responsibility is assumed for
     the legaldescription or for any matters that are legal in nature or require
     legal  expertise  or  specialized  knowledge  beyond  that of a real estate
     appraiser.  Title to the Property is assumed to be good and  marketable and
     the Property is assumed to be free and clear of all liens unless  otherwise
     stated. No survey of the Property was undertaken.

2.   The  information  contained in the Report or upon which the Report is based
     has been  gathered  from sources the  Appraiser  assumes to be reliable and
     accurate.  The  owner  of the  Property  may  have  provided  some  of such
     information.  Neither the  Appraiser nor C&W shall be  responsible  for the
     accuracy or completeness of such information,  including the correctness of
     estimates,  opinions,  dimensions,  sketches, exhibits and factual matters.
     Any authorized user of the Report is obligated to bring to the attention of
     C&W any  inaccuracies  or errors  that it  believes  are  contained  in the
     Report.

3.   The  opinions are only as of the date stated in the Report.  Changes  since
     that date in  external  and market  factors or in the  Property  itself can
     significantly affect the conclusions.

4.   The  Report is to be used in whole and not in part.  No part of the  Report
     shall be used in conjunction  with any other  analyses.  Publication of the
     Report or any portion  thereof  without the prior written consent of C&W is
     prohibited.  Reference to the Appraisal Institute or to the MAI designation
     is  prohibited.  Except  as may  be  otherwise  stated  in  the  letter  of
     engagement,  the Report may not be used by any person  other than the party
     to whom it is addressed  or for  purposes  other than that for which it was
     prepared.  No part of the Report  shall be conveyed  to the public  through
     advertising,  or  used in any  sales  or  promotional  or  offering  or SEC
     material without C&W's prior written consent.

Any  authorized user of this Report who provides a copy to, or permits  reliance
     thereon by, any person or entity not authorized by C&W in writing to use or
     rely thereon,  hereby agrees to indemnify and hold C&W, its  affiliates and
     their respective shareholders,  directors, officers and employees, harmless
     from and  against  all  damages,  expenses,  claims  and  costs,  including
     attorneys' fees,  incurred in investigating and defending any claim arising
     from or in any way connected to the use of, or reliance upon, the Report by
     any such unauthorized person or entity.

5.   Except  as  may be  otherwise  stated  in the  letter  of  engagement,  the
     Appraiser  shall  not  be  required  to  give  testimony  in any  court  or
     administrative proceeding relating to the Property or the Appraisal.

6.   The Report assumes (a)  responsible  ownership and competent  management of
     the  Property;  (b) there are no hidden  or  unapparent  conditions  of the
     Property,  subsoil or  structures  that  render the  Property  more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering  studies that may be required to discover  them);  (c) full
     compliance  with  all  applicable  federal,  state  and  local  zoning  and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Report; and (d) all required  licenses,  certificates
     of occupancy and other  governmental  consents have been or can be obtained
     and renewed for any use on which the value estimate contained in the Report
     is based.


7.   The physical  condition  of the  improvements  considered  by the Report is
     based on visual  inspection by the Appraiser or other person  identified in
     the Report.  C&W assumes no responsibility  for the soundness of structural
     members  nor  for  the  condition  of  mechanical  equipment,  plumbing  or
     electrical components.

8.   The  forecasted  potential  gross  income  referred to in the Report may be
     based on lease summaries provided by the owner or third parties. The Report
     assumes no  responsibility  for the  authenticity  or completeness of lease
     information  provided  by  others.  C&W  recommends  that  legal  advice be
     obtained   regarding  the   interpretation  of  lease  provisions  and  the
     contractual rights of parties.

9.   The  forecasts of income and expenses  are not  predictions  of the future.
     Rather,  they are the Appraiser's best estimates of current market thinking
     on future  income and  expenses.  The Appraiser and C&W make no warranty or
     representation  that these  forecasts  will  materialize.  The real  estate
     market is constantly  fluctuating  and changing.  It is not the Appraiser's
     task to predict  or in any way  warrant  the  conditions  of a future  real
     estate  market;   the  Appraiser  can  only  reflect  what  the  investment
     community, as of the date of the Report,  envisages for the future in terms
     of rental rates, expenses, and supply and demand.

10.  Unless  otherwise  stated  in the  Report,  the  existence  of  potentially
     hazardous or toxic materials that may have been used in the construction or
     maintenance of the  improvements or may be located at or about the Property
     was not  considered  in arriving at the opinion of value.  These  materials
     (such as  formaldehyde  foam  insulation,  asbestos  insulation  and  other
     potentially  hazardous  materials)  may  adversely  affect the value of the
     Property.  The Appraisers are not qualified to detect such substances.  C&W
     recommends that an environmental expert be employed to determine the impact
     of these matters on the opinion of value.

11.  Unless otherwise stated in the Report,  compliance with the requirements of
     the Americans with  Disabilities  Act of 1990 (ADA) has not been considered
     in  arriving  at  the  opinion  of  value.   Failure  to  comply  with  the
     requirements of the ADA may adversely affect the value of the Property. C&W
     recommends that an expert in this field be employed.

12.  If the Report is submitted to a lender or investor with the prior  approval
     of C&W, such party should  consider this Report as only one factor together
     with its independent  investment  considerations and underwriting criteria,
     in its overall investment decision. Such lender or investor is specifically
     cautioned to understand  all  Extraordinary  Assumptions  and  Hypothetical
     Conditions and the Assumptions and Limiting Conditions incorporated in this
     Report.

13.  In the event of a claim against C&W or its  affiliates or their  respective
     officers or employees or the  Appraisers in  connection  with or in any way
     relating to this Report or this engagement, the maximum damages recoverable
     shall  be  the  amount  of  the  monies  actually  collected  by C&W or its
     affiliates for this Report and under no  circumstances  shall any claim for
     consequential damages be made.



14.  If the Report is  referred  to or  included  in any  offering  material  or
     prospectus,  the  Report  shall  be  deemed  referred  to or  included  for
     informational  purposes only and C&W, its employees and the Appraiser  have
     no liability to such recipients. C&W disclaims any and all liability to any
     party other than the party which retained C&W to prepare the Report.

15.  By use of this Report  each party that uses this Report  agrees to be bound
     by all of the Assumptions and Limiting Conditions stated herein.


Extraordinary Assumptions

An extraordinary assumption is defined as "an assumption,  directly related to a
specific  assignment,  which, if found to be false,  could alter the appraiser's
opinions or  conclusions.  Extraordinary  assumptions  presume as fact otherwise
uncertain information about physical,  legal or economic  characteristics of the
subject  property or about conditions  external to the property,  such as market
conditions or trends, or the integrity of data used in an analysis." (USPAP 2001
Edition, ASS of The Appraisal Foundation, 1/1/2001, page 2).

This appraisal employs no other extraordinary assumptions.

Hypothetical Conditions

An extraordinary assumption is defined as "an assumption,  directly related to a
specific  assignment,  which, if found to be false,  could alter the appraiser's
opinions or  conclusions.  Extraordinary  assumptions  presume as fact otherwise
uncertain information about physical,  legal or economic  characteristics of the
subject  property or about conditions  external to the property,  such as market
conditions or trends, or the integrity of data used in an analysis." (USPAP 2004
Edition,  ASS of The Appraisal  Foundation,  1/1/2004,  page 3). This  appraisal
employs no hypothetical conditions.


 CERTIFICATION OF APPRAISAL


We certify that, to the best of our knowledge and belief:

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

2.   The reported  analyses,  opinions,  and conclusions are limited only by the
     reported 3.  assumptions  and  limiting  conditions,  and is our  personal,
     impartial, and unbiased professional analyses, opinions, and conclusions.

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

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

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

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

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

8.   Randal D. Dawson,  MAI made a personal  inspection  of the property that is
     the subject of this report.

9.   No one provided  significant  real  property  appraisal  assistance  to the
     persons signing this report.

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

11.  As of the date of this report, Appraisal Institute continuing education for
     Randal D. Dawson, MAI is current.


/S/ RANDAL D. DAWSON
- ---------------------
Randal D. Dawson, MAI
Associate Director
Senior Housing/Healthcare Industry Group
Illinois Certified General Appraiser
License No. 153-001098