COMPLETE APPRAISAL OF
REAL PROPERTY

Sunwood Village Apartments
4020 South Arville
Las Vegas, Nevada

IN A RESTRICTED
 APPRAISAL REPORT

As of 4/13/04

Prepared For:

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







Prepared By:
Cushman & Wakefield of Arizona, Inc.
Valuation Services, Advisory Group
2525 East Camelback Road Suite 1000
Phoenix, AZ 85016
C&W File 10: 04-9060




                                           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 26, 2004

Mr. Jim Hoyt
SPECS, Inc.
1 Main Street
Suite LH-06
4200 Blue Ridge Boulevard
Kansas City, Missouri 64133

Re:      Complete Appraisal of Real Property
         In a Self-Contained Report

         Sunwood Village Apartments 4020 South Arville
         Las Vegas, Nevada

C&W File ID: 04-9060

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 below 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 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. 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
Arizona. 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.

The  property  was  inspected  by and the report was prepared by Robert J. Ryan,
MAI.

This   appraisal   employs  the  Sales   Comparison   Approach  and  the  Income
Capitalization  Approach.  Based on our  analysis  and  knowledge of the subject
property  type and  relevant  investor  profiles,  it is our opinion  that these
approaches   would  be  considered   applicable   and/or  necessary  for  market
participants. The subject's age makes it difficult to accurately form an opinion
of depreciation and tends to make the Cost Approach unreliable. Investors do not
typically  rely on the Cost  Approach  when  purchasing  a property  such as the
subject of this report.  Therefore,  we have not  utilized the Cost  Approach to
develop an opinion of market value.


Mr. Jim Hoyt
Specs, Inc.
April 26, 2004
Page 2

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 13, 2004 is:

                   TEN MILLION SEVEN HUNDRED THOUSAND DOLLARS

                                  $10,700,000

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

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 ARIZONA, INC.


/S/ ROBERT J. RYAN
- ------------------------
Robert J. Ryan, MAI
Director
Nevada Certified General Appraiser
License No. 00789
bob_ryan@cushwake.com
602-229-5904 Office Direct
602-229-5996 Fax





                                                        SUMMARY OF SALIENT FACTS

Common Property Name:           Sunwood Village Apartments

Location:                       4020 South Arville
                                Las Vegas, Clark County, Nevada

                                The site is located on the east side of South
                                Arville Street about 200 feet north of Flamingo
                                Boulevard.

Property Description:           The property consists of a 22-building, two-
                                story garden apartment community containing
                                252 units on a 9.8 acre parcel of land.

Assessor's Parcel Number:       162-18-801-003

Appraisal Guidelines:           This appraisal has been prepared in conformance
                                with The Departure Provision of the Appraisal
                                Institute for a Restricted Report guidelines.


Interest Appraised:             Fee Simple Estate


Date of Value:                  April 13, 2004

Date of Inspection:             April 13, 2004

Ownership:                      Sunwood Village Joint Venture L.P.

Occupancy:                      Current physical occupancy is 86.51 percent,
                                with 218 occupied units and 34 vacant  units or
                                units  that  are being  vacated.  Tenants  are
                                typically employed  by the  casino  hotels and
                                are either  singles,  couples, or two people
                                sharing an apartment.  The subject does
                                not have many families,  but does include some
                                retired couples.

Current Property Taxes

         Total Assessment:              $3,556,371

         2003/2004 Property Taxes:      $108,000 (estimated)

Highest and Best Use

         If Vacant:             Residential property development to the highest
                                density possible

         As Improved:           As it is currently employed

Site & Improvements

Zoning:                         R-4, Multi-family, 24 units per acre

Land Area:                      9.80 gross acres (9.80 net)

                                426,888 gross square feet (426,888 net)

Number of Units:                252

Number of Stories:              two

                                Number of Buildings: 22

Year Built/Renovated:           1985 (n/a)

Type of Construction:           Wood frame and stucco exterior finish with flat
                                wood deck roof

Net Building Area:              194,975

Parking:                        365 spaces (1.45:Unit). Some are covered but
                                none are assigned.


         INDICATED VALUE
                                        STABILIZED
                                        (Year 1, 6/1/04)

Sales Comparison Approach:

         Indicated Value:               $9,875,000
         Per Unit:                      $39,286
         Per Square Foot:               $ 50.78

Income Capitalization Approach

Direct Capitalization

         Net Operating Income:          $858,809
         Capitalization Rate:           8.00%
         Indicated Value:                $10,725,000
         Per Unit:                      $42,560
         Per Square Foot:               $55.06

Reconciled Income Capitalization

Approach Value:                         $10,700,000
         Per Unit:                      $42,460
         Per Square Foot:               $54.88

FINAL VALUE CONCLUSION                  $10,700,000
         Per Unit:                      $38,889
         Per Square Foot:               $50.26
         Implied Capitalization Rate:   8.00%

         Exposure Time:    under 12 months
         Marketing Time:   under 12 months

Extraordinary Assumptions and Hypothetical Conditions

Extraordinary Assumptions

An extraordinary  assumption is defined by the Uniform Standards of Professional
Appraisal  Practice  (2002  Edition,  The Appraisal  Foundation,  page 3) 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 extraordinary assumptions.

Hypothetical Conditions

A  hypothetical  condition is defined by the Uniform  Standards of  Professional
Appraisal  Practice (2002 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]
View of subject as it fronts Arville facing south

[GRAPHIC OMITTED]
Entrance to subject from Arville facing east

[GRAPHIC OMITTED]
View of clubhouse and leasing/manager's office

[GRAPHIC OMITTED]
Interior of clubhouse

[GRAPHIC OMITTED]
Second view of clubhouse interior

[GRAPHIC OMITTED]
View of the pool facing south from in front of clubhouse

[GRAPHIC OMITTED]
South Arville facing south


[GRAPHIC OMITTED]
South Arville facing north

[GRAPHIC OMITTED]
Close view of typical building

[GRAPHIC OMITTED]
Another view of typical building and apartment entrances

[GRAPHIC OMITTED]
View of another building with typical balcony and patio
(Note Palms Hotel/Casino in background)

[GRAPHIC OMITTED]
Typical buildings and covered parking

[GRAPHIC OMITTED]
View of typical entrance to an apartment

[GRAPHIC OMITTED]
Typical interior of one of three laundry rooms

[GRAPHIC OMITTED]
Subject's tennis courts

[GRAPHIC OMITTED]
View of typical landscaped courtyard between buildings.

[GRAPHIC OMITTED]
Children's playground area

[GRAPHIC OMITTED]
Typical covered parking

[GRAPHIC OMITTED]
Kitchen in model

[GRAPHIC OMITTED]
Vacant kitchen

[GRAPHIC OMITTED]
Living room in model

[GRAPHIC OMITTED]
Living room in vacant unit

[GRAPHIC OMITTED]
Bedroom in model

[GRAPHIC OMITTED]
Vacant unit bedroom






 TABLE OF CONTENTS

         INTRODUCTION                                           1
         REGIONAL ANALYSIS                                      6
         LOCAL AREA ANALYSIS                                    12
         APARTMENT MARKET ANALYSIS                              14
         SITE DESCRIPTION                                       17
         IMPROVEMENTS DESCRIPTION                               19
         HIGHEST AND BEST USE                                   22
         VALUATION PROCESS                                      24
         SALES COMPARISON APPROACH                              26
         INCOME CAPITALIZATION APPROACH                         32
         RECONCILIATION AND FINAL VALUE OPINION                 45
         ASSUMPTIONS AND LIMITING CONDITIONS                    46
         CERTIFICATION OF APPRAISAL                             49
         ADDENDA                                                50


                                                                    INTRODUCTION


Identification of Property

Common Property Name:                   Sunwood Village Apartments

Location:                               4020 South Arville
                                        Las Vegas, Clark County, Nevada 89103

                                        The site is located on the east side of
                                        South Arville Street about 200 feet
                                        north of Flamingo Boulevard.

Property Description:                   The property consists of a 19 year old,
                                        22-building, two-story garden apartment
                                        complex containing 252 units on a 9.8
                                        acre site.

Assessor's Parcel Number:               162-18-801-003

Property Ownership and Recent History

Current Ownership:                      Sunwood Village Joint Venture L.P.

Sale History:                           The property has not transferred within
                                        the past three years to the best of our
                                        knowledge. However, we have been
                                        informed by the owners there is an
                                        unsolicited offer of over $12,000,000.

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.  in
evaluating  potential financing on a sale transaction.  It may be distributed to
the client's attorneys,  accountants,  advisors,  investors,  lenders, potential
mortgage  participants  and  rating  agencies.  All  other  uses and  users  are
unintended.

Dates of Inspection and Valuation

The value  conclusion  reported herein is as of April 13, 2004. The property was
inspected on April 13, 2004 by Robert J. Ryan, MAI

Property Rights Appraised

Since the subject is leased but with short term lease  agreements  typical of an
apartment  complex,  we are estimating an opinion of the market value of the Fee
Simple Interest

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 Self-Contained  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 wide array of improved sales
in the subject's  sub-market,  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 of the subject.

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 and the comparables.  The valuation  process
involved  utilizing  market-derived  and  supported  techniques  and  procedures
considered appropriate to the assignment.

This   appraisal   employs  the  Sales   Comparison   Approach  and  the  Income
Capitalization  Approach.  Based on our  analysis  and  knowledge of the subject
property  type and  relevant  investor  profiles,  it is our opinion  that these
approaches   would  be  considered   applicable   and/or  necessary  for  market
participants. The subject's age makes it difficult to accurately form an opinion
of depreciation and tends to make the Cost Approach unreliable. Investors do not
typically  rely on the Cost  Approach  when  purchasing  a property  such as the
subject of this report.  Therefore,  we have not  utilized the Cost  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,  Third  Edition  (1993),  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.

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.

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 under 12
months.  This assumes an active and professional  marketing plan would have been
employed by the current owner.


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 believe.  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 a period of under 12 months.

Legal Description

The subject site is identified by Clark County as Parcel Number 162-18-801-003.








                                                               REGIONAL ANALYSIS

[GRAPHIC OMITTED]
REGIONAL MAP





 Introduction

The short- and  long-term  value of real  estate is  influenced  by a variety of
factors and forces that interact within a given region. 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 the city of Las Vegas about two miles west of
the Las Vegas strip.

Economic & Demographic Profile

The  following  profile  of the Las  Vegas  metropolitan  area 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 is staffed with 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 models, 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) are  translated  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.






 Las Vegas
Employment Growth

2002-04
4

2002-07
4
 Best= 1
 Worst = 325

MSA Life Cycle Phase
Mature

Vitality
Best = 1
Worst = 325
169

Cost of doing business U.S.=100%
98%

Cost of Living U.S.=100%
104%
- ---------------------------------------------------------------
Relative Employment Performance (1991=100)
[GRAPHIC OMITTED-Line graph 1990-2007]
- ---------------------------------------------------------------


                                             


   1996      1997     1998     1999     2000     2001     2002    Indicators
   38.6      40.9     43.3     46.3     49.5     50.9     52.3    Gross
                                                                  Metro
                                                                  Product,
                                                                  C$B
    9.7       6.0      5.8      7.1      6.7      3.0      2.7    % Change
  592.1     631.4    630.0    713.3    752.2    783.4    787.9    Total
                                                                  Employment
                                                                  (000)
    8.8       6.6      5.0      7.6      5.4      4.1      0.6    % Change
    5.5       4.1      4.2      4.4      4.1      5.4      5.7    Unemployment
                                                                  Rate
   11.0      10.1     11.3      7.6      8.8      5.0      4.2    Personal
                                                                  Income
                                                                  Growth
1,262.4   1,346.6  1,426.9  1,503.1  1,582.9  1,653.3  1,722.3    Population,
                                                                  (000)
 20,513    20,555   21,628   21,823   23,169   24,012   24,702   Single-Fam1ily
                                                                  Permits
 11,868    10,321   10,977    6,977    4,993    7,926    7,249    Multifamily,
                                                                  Permits
  118.5     122.9    127.9    130.6    137.3    148.5    160.0    Existing
                                                                  Home
                                                                  Price
                                                                  ($Ths)
  7,162     7,057   12,580   10,648    9,757   22,129   29,292    Mortgage
                                                                  Originations
                                                                  ($Mil)
   63.2      74.6     69.9     65.9     68.9     57.6     56.4    Net
                                                                  Migration
                                                                 (000)
  8,192    10,729   12,384   11,322   10,799   14,439   15,882    Personal
                                                                  Bankruptcies



                                                    

Indicators             2003     2004    2005         2006          2007
Gross
Metro
Product,
C$B                    54.6     57.1      59.2           62.3          65.2
% Change                4.3      4.6       3.7            5.1           4.7
Total
Employment
 (000)                806.8    832.7     859.2          896.6         930.9
% Change                2.4      3.2       3.2            4.4           3.8
Unemployment
Rate                    5.4      5.3       5.0            5.0           4.9
Personal
Income
Growth                  5.7      5.9       6.7            7.6           7.0
Population,
(000)               1,790.9  1,851.0   1,905.1        1,980.1       2,054.6
Single-Fam1ily
Permits              30,472   28,345    26,045         27,285        27,593
Multifamily,
Permits              10,203    6,556     6,315          7,449         8,274
Existing
Home
Price
($Ths)                179.5    186.4     192.1          196.5         201.4
Mortgage
Originations
($Mil)               42,048   23,774    19,340         20,971        22,423
Net
Migration
(000)                  56.7     47.8      41.7           62.3          61.5
Personal
Bankruptcies         17,018   15,554    14,194         15,033        16,861




STRENGTHS
- -  Nevada has no personal income tax.
- -  Robust population growth supports local industries
- -  Housing is affordable..

WEAKNESSES
- -  Over-reliance on tourism makes employment growth volatile and
   endangers fiscal conditions.
- -  Low per capita income, and weak income growth.
- -  Water scarcity may ultimately contain growth.

- -------------------------------------------------------------
[GRAPHIC OMITTED-Bar graph]
CURRENT EMPLOYMENT TRENDS
November 2003 Employment Growth
% Change Year Ago

Total                       4.0
Construction                8.3
Manufacturing               4.6
Trade                       4.9
Trans/Utilities             1.8
Information                -4.7
Financial Activities        5.3
Prof & Business Svcs        3.6
Edu & Health Svcs           6.3
Leisure & Hospitality       3.1
Other Services              1.4
Government                  3.1
- -------------------------------------------------------------
Forecast Risks
Short Term [Up Arrow]
Long Term [ Down Arrow]
Risk-Adjusted Return, '02-07:1.08%


UPSIDE
- - Industrial base diversifies to a greater extent than anticipated.
- - Tourism industry invests more heavily in non-gaming attractions.
- - State government broadens the tax base.

DOWNSIDE
- - Housing market slumps due to unexpectedly slow migration.
- - Sustained strong U.S-dollar cuts into foreign arrivals.

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

     Recent  Performance.  The Las Vegas  economy  is  growing  at a strong  and
accelerating pace, leading the nation's large metro areas in job growth. Visitor
arrivals,   gaming  revenue,   and  hotel   performance  are  making  sustained,
incremental  improvements,  and construction activity is heating up. The housing
market is enjoying a robust expansion, with building and prices up strongly over
year-ago  levels.  Population  growth is cooling a bit, but  demographic  forces
continue to argue for healthy short and long-term  economic  expansion.  Lack of
industrial diversity remains a long term threat to growth,  however. The private
and public sectors are disproportionately  reliant on the continued expansion of
tourism.

     Global recovery.  The strength of the global economic recovery is a crucial
factor in  determining  the  near-term  outlook for LAS.  LAS was the sixth most
popular  destination  city in the continental U.S. for foreign tourists in 2002,
and foreigners make up a nontrivial portion,  around 12%, of LAS's visitor base.
But foreigners'  share dropped to 8% last year,  even as overall  visitation was
basically flat. An upswing in international  visitors is essential to the growth
in the tourism industry.  Air service to Europe and Asia is increasing,  and the
metro area set up a tourism promotion office in Beijing in October,  signaling a
clear  intention to tap that  market.  A downside  risk lies in an  unexpectedly
sharp appreciation of the U.S. dollar which would trim affordability for foreign
visitors.

     Conventions. Convention attendance in LAS has been very strong, up 13% year
to date through October.  Private convention center additions.  such as Mandalay
Bay's  expansion  to 1.8 million sf of meeting  space  earlier  this year,  have
vaulted LAS to the top three convention markets by capacity.  However, while its
gargantuan  size  gives it unique  leverage  for bigger  shows,  half of all LAS
convention  attendees during the first half of 2003 attended  conventions of 500
people or fewer. This puts half of the area's convention business in competition
with a very large number of smaller venues across the country. Only a quarter of
the LAS  convention  attendees  were part of  conventions  of 15,000 or greater.
Thus, while the mammoth capacity of some LAS venues is a compelling  factor in a
small  number of cases,  in the majority of cases,  LAS  actually  faces a large
number of competitors.

     Retail.  Retail  employment  growth is picking up in LAS,  and this  growth
reflects two things.  First, retail demand is recovering as visitor arrivals and
spending  rebound;  payrolls,  wh1ch held flat  through  2002,  have had to play
catch-up. Second, growth reflects a long-term trend of infusing LAS destinations
with a higher  concentration of retail outlets.  Expansions  already planned for
the Strip will add 1.5  million  sf, or about 50% more  space,  to the  existing
retail inventory.  Mandalay Place,  which opened this fall, brings 40 new stores
and  restaurants to the south end of the Strip.  The Strip's glitzy Fashion Show
mall will more than  double  its space to 1.9  million  sf next year when its $1
billion expansion wraps up. And Steve Wynn's Revile resort, opening in 2005 will
bring the first auto  dealership  (Maseratis and Ferraris) to the Strip.  Retail
rents and vacancy rates have remained  stable amid the building  boom,  but will
warrant watching.

     Las Vegas is posting enviable job growth, and will benefit further from the
national and global  recovery in 2004.  Long term,  poor income trends present a
challenge to the advancement of local industries and make the metro area all the
more  reliant  on the  inflow of tourist  dollars.  Nevertheless,  due to strong
population  trends and low business costs,  the outlook calls for  exceptionally
strong  growth.  LAS will be one of the top  performing  metro areas in the U.S.
over the forecast horizon.

David Givens
December 2003



TOP EMPLOYERS
MGM Mirage                                              39,000
Mandalay Bay Resort & Casino                            25,000
Park Place Entertainment Corporation                    19,620
Station Casinos                                         10,000
Hanah's Entertainment, Inc.                              9,500
Nellis Air Force Base                                    7,774
Coast Casinos                                            7,252
Boyd Gaming Corporation                                  7,000
Venetian Casino Resorts LLC                              4,600
University Medical Center of S. Nevada                   3,800
Sunrise Hospital and Medical Center                      3,500
Aladdin Resort & Casino                                  2,800
Imperial Palace Hotel and Casino                         2,400
University of Nevada-Las Vegas                           2,371
Tropicana Hotel                                          2,360
Icahn Gaming                                             2,300
St. Rose Dominican Hospitals                             2,100
Community College of Southern Nevada                     2,000
Riveria Hotel Casino                                     2,000
GES Exposition Services, Inc.                              500


Sources: Economy.com 2003 & Guide to Military Installations, 2003 & Las Vegas
Business Press, March 2003

Public
Federal                  10,501
State                    14,029
Local                    61,922

2002
- -------------------------------------------------------------

INDUSTRY DIVERSITY
Most Diverse (U.S.)
1.0
0.80
0.60
LAS 0.23
0.40
0.20
0.00
Least Diverse

EMPLOYMENT VOLATILITY
DUE TO U.S. FLUCTUATIONS: 21% Not due to U.S.; 79% Due to U.S.
Relative to U.S.: US- 100; LAS =228
[GRAPHIC OMITTED-Bar graphs]

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





COMPARATIVE EMPLOYMENT AND INCOME
                                

                  % of Total Employment      Average Annual Earnings
Sector              LAS      NV       US      LAS      NV       US
Construction        9.6%     8.7%     5.2%    $47,727  $47,977  $39,845
Manufacturing       3.1%     4.1%    12.0%    $39,795  $44,780  $48,756
  Durable          65.9%    64.9%    62.0%    nd       $46,853  $50,404
  Nondurable       34.1%    35.1%    38.0%    nd       $40,557  $45,969
Transport/Utilities 3.8%     3.9%     3.6%    $37,405  $38,715  $44,972
Wholesale Trade     2.8%     3.3%     4.4%    $48,433  $48,164  $51,842
Retail Trade       11.3%    10.9%    11.7%    $25,161  $25,038  $22,635
Information         1.7%     1.6%     2.6%    $53,542  $51,359  $69,569
Financial
Activities          5.5%     5.3%     6.0%    $26,688  $26,928  $41,740
Prof. and Bus.
Services           11.2%    10.8%    12.4%    $39,767  $39,576  $43,053
Educ. and Health
Services            6.8%     6.8%    12.5%    $39,549  $39,589  $34,032
Leisure and Hosp.
 Services          30.2%    28.3%     9.0%    $28,959  $28,196  $19,135
Other Services      2.9%     2.9%     3.9%    $20,742  $20,799  $19,842
Government         11.0%    12.4%    16.2%    $49,858  $50,829  $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: County: Aa2


                         

LEADING INDUSTRIES

NAICS      Industry                                       Employees (000)

7211     Traveler Accommodations                               161.5
7221     Full-Service Restaurants                               26.7
7222     Limited-Service Eating Places                          23.7
2383     Building Finishing Contractors                         16.1
2382     Building Equipment Contractors                         15.8
2381     Foundation, Struc., & Bldg. Ext. Contractors            14.7
2360     Construction of Buildings                              14.0
5617     Services to Buildings and Dwellings                    12.7
7139     Other Amusement and Recreation Industries.             10.7
2370     Heavy and Civil Engineering Construction               8.6
4853     Taxi and Limousine Service                             7.5
4481     Clothing Stores                                        7.3
5616     Investigation and Security Services                    6.9
5311     Lessors of Real Estate                                 6.4
2389     Other Specialty Trade Contractors                      6.1


         High-tech employment                                   20.7
         As % of total employment                               2.6
<FN>

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


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





MIGRATION FLOWS
                                               
Into Las Vegas           Number of Migrants          Median
                                                     Income

Los Angeles                9,794                     20,514
Riverside                  4,813                     20,744
San Diego                  3,374                     25,771
Orange County              3,185                     29,256
Chicago                    2,828                     26,533
Phoenix                    2,699                     24,335
Oakland                    1,970                     32,285
Salt Lake City             1,824                     25,860
San Jose                   1,673                     34,438
Honolulu                   1,412                     19,237
Total Inmigration         94,429                     22,939

From Las Vegas
Los Angeles               4,046                      17,362
Riverside                 3,472                      19,688
Phoenix                   2,912                      24,405
San Diego                 1,738                      21,214
Orange County             1,305                      22,001
Reno                      1,004                      19,112
Chicago                     984                      21,174
Salt Lake City              973                      22,787
Denver                      821                      24,370
Seattle                     722                      20,579
Total Outmigration        60,549                      20,976

Net Migration             60,549                      20,976





NET MIGRATION, LAS
[GRAPHIC OMITTED-Bar Graph]
                                      

         Domestic           Foreign           Total
1998     40,760             20,153            69,913
1999     39,375             26,546            65,921
2000     45,120             23,746            68,866
2001     43,922             13,653            57,575
2002     42,765             13,617            56,382
<FN>

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


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

PER CAPITA INCOME
[GRAPHIC OMITTED-Bar Graph]

27,916
LAS
30,128
NV
30,413
US

Source: Bureau of Economic Analysis, 2001
- ----------------------------------------------

LAS VEGAS

Construction is Outpacing Demographic Demand
[GRAPHIC OMITTED-Line Graph]

     LAS can  expect a  deceleration  in  homebuilding  over the next one to two
years as the  moderation  in household  formations  weighs on the demand for new
units.  LAS is not an overbuilt  market,  but inventories have edged upward over
the last year in the wake of strong  building,  especially in the  single-family
market.  In addition,  price  appreciation in the market has outpaced  household
income growth for three years, which cannot be sustained  indefinitely.  Slowing
price appreciation will weigh on building activity.

Underway but Unfinished
[GRAPHIC OMMITED-Bar Graph]

     LAS's  tourism  recovery is under way, but the industry is still shy of its
pre-recession  peak by most  measures.  Gaming  revenue on the Strip showed very
strong growth  during the third  quarter in part because of easy  year-over-year
comparisons, but also because of a genuine, late summer pickup in travel volume.
Hotel  performance  in LAS is  looking  better  by the week,  as room  rates and
occupancies  beat 2002 levels.  Forward-looking  room rate surveys show strength
through the New Year.  By mid-2004,  with a continued  macro  recovery,  tourism
indicators should reach peak levels again.

Markets Over the Horizon
[GRAPHIC OMITTED-Bar Graph]

     Far-flung air markets represent growth opportunities for Las Vegas. China's
contribution could help to boost Asian visitation tremendously,  once direct air
service to that  country is  established.  Less than 10% of  U.S.-bound  Western
Europeans come to LAS,  although Virgin's service from London has been very well
received,  suggesting that there is room for growth.  Under 5% of South American
visitors  to the U.S.  make it to LAS,  in part  because  the East Coast city of
Miami is a hub for much of the U.S.-South  American air traffic.  With concerted
overseas  marketing,  LAS could  strengthen  its  international  visitation  and
diversify its tourism base.


Non-tourism Sectors Grow at Solid Pace
[GRAPHIC OMITTED-Bar Graph]

     LAS's  non-tourism  industries  have held  their  own  through  the  area's
recession and recovery.  Growth in total employment,  ex leisure and hospitality
services,  has topped 3% on a year-ago  basis on the  strength of  construction,
healthcare and local government.  Driven by population growth,  these industries
were more immune to the recession than were  travel-based  industries  that feed
off a prosperous  national economy,  and they've added a measure of stability to
the otherwise volatile expansion of the gaming-based tourism sector.





Critical Observations

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

..    Location - The subject is located in an older but central  location  within
     the Las Vegas MSA. It is convenient  to  employment  with the casino hotels
     that are  located  along the famed Las Vegas  Boulevard  "strip"  about two
     miles east of the subject.

..    Economy  - Las  Vegas's  economy  is  expanding.  Employment  is  not  well
     diversified and is heavily  dependent upon tourism and the gaming industry.
     However,  the subject's proximity to the "strip" and the casino-hotels is a
     positive for many of the  subject's  residents  and area  resident that are
     employed by them. This is not expected to change in the near future.

..    Population - Population  growth in the MSA is  forecasted to be 3.7 percent
     per year.

..    Income - Income levels are projected to increase at an annual rate of about
     5.5 percent per year over the next five years.  Per capita  income is below
     statewide  levels and below the national average due to a high incidence of
     lower wage positions in the service and gaming  industry,  However it has a
     relatively average cost of living.

..    Strengths - Strengths of the region include affordable housing, no personal
     income tax and a growing population and market.

..    Weaknesses - Weaknesses within the MSA include an over-reliance on tourism,
     low  educational  levels  of much of the  work  force  and low per  capital
     income.  A long term problem is water  scarcity which will worsen if growth
     is not either curtailed or better regulated.

Conclusion

In light of the social and economic attributes of the greater Las Vegas area, we
are cautiously  optimistic about the short-term outlook.  Long-term,  the region
should see stability and moderate growth, with increasing real estate values.


 LOCAL AREA MAP
[GRAPHIC OMITTED]






                                                             LOCAL AREA ANALYSIS

Location

The  property is located in a central  portion of the City of Las Vegas in Clark
County.  Generally,  the  boundaries of the immediate area are Desert Inn to the
north,  Highway  1-15 to the east,  Tropicana  Boulevard  to the south and Jones
Boulevard to the west.

Access

Local  area   accessibility   is  generally  good,   relying  on  the  following
transportation arteries:

Local:                                  Most of the Las Vegas area is designed
                                        in a grid pattern with major arterials
                                        at one mile intervals. The local area is
                                        an example. Major east-west
                                        thoroughfares include Tropicana and
                                        Flamingo Boulevards to the south and
                                        Spring Mountain Road, Desert Inn Road
                                        and Sahara Avenue to the north. North-
                                        South routes include Valley View
                                        Boulevard to the east and Decatur and
                                        Jones boulevards to the west.

Regional:                               Interstate 15 provides regional access
                                        and egress with the nearest access point
                                        being about 1.5 miles east of the
                                        subject at Flamingo Boulevard. 11
                                        interchanges with highway 95 about seven
                                        miles north of Flamingo.

There is some public  transportation along major arterials like Flamingo.  Given
the level of build-out,  there is little likelihood the current road system will
experience any change.

Nearby and Adjacent Uses

The subject's local area is predominantly  composed of apartment  complexes with
most of the  subject's  competition  located  within  one to two  blocks.  Major
thoroughfares,  such as those  mentioned above are commercial in character which
is typical of the city in general.

Local Area Characteristics

The subject's  local area  developed in the late 1970's through the early to mid
1980's. At that point it was nearly 100 percent  developed.  The newest addition
is the Palm Casino Hotel  located about one block to the south on the south side
of Flamingo Road. It required the  acquisition  and demolition of some small and
older one story commercial uses.

Major  arterials  like  Flamingo  Road are  commercial.  Within one block of the
subject,  on the southeast  corner of Arville and Flamingo is the Palm Hotel and
its parking  garage.  The  southwest  corner is improved  with a mid sized strip
center with local  retailers and  businesses.  The northwest  corner is improved
with a Chevron  Station,  a  "Terrible's"  car wash and a bank  branch  (all are
behind the  subject).  Also within one to three  blocks is the Gold Coast Casino
and Hotel and the much  larger Rio Casino  Hotel;  both east of the  subject and
Arville Road.  The northwest  corner is a walled area  separating  Flamingo Road
from a residential area comprised of one family homes.

The interior streets are dominated by two story apartment  complexes  similar in
age to the subject, but with some variation in observable condition and quality.
The area also includes two condominium projects and a mobile home park about one
half mile northwest of the subject.



Improvements in closest proximity to the subject are the following:

North: Grandview apartments, one of the subject's competitors

East: Wynn Drive and Gold Coast Casino Hotel

South:  Three story office  building,  a bank branch,  Sonic  Restaurant that is
under  construction  (all  along the north  side of  Flamingo  and south side of
subject site)

West: Opposite side of Arville - one family homes

Special Hazards or Adverse Influences

There are no detrimental influences such as land fill, flood zones, or uses that
would result in air and/or noise pollution in the vicinity of the subject.

Land Use Changes

The  pattern  of land  described  above is not  likely  to  change  without  the
acquisition of older buildings and their  subsequent  demolition.  An example is
the Palm Hotel and Casino.  However,  the  interior  streets  have been and will
remain residential with little if any change.

Conclusion

The are can best be described as stable. It is not likely,  due to its built-out
nature, population or households will increase in the local area. It experiences
steady and  sometimes  heavy traffic  patterns  because of Flamingo Road being a
major arterial and due to the presence of the Palm, Gold Coast and Rio hotel and
resorts all within three blocks of the subject.  The positive  relating to their
proximity is the employment they offer and in fact provide to area residents.








                                                       APARTMENT MARKET ANALYSIS

Las Vegas Multifamily Market Overview

In order to better  analyze  the  financial  feasibility  and  marketability  of
residential  uses  within the subject  development,  a detailed  discussion  and
analysis of the residential market conditions for metropolitan Las Vegas and the
subject's market area are provided.

Permit Activity/Demand

Historically,  metropolitan Las Vegas multifamily  residential building activity
can be best  characterized as a series of cycles.  Peaks in new permits occurred
in 1988/1989  (13,341 to 18,583)  arid  1996/1998  (11,287 to 10,076).  This was
followed by gradual  declines in new  construction  as demand caught up with the
supply.  Since 2000,  multifamily permits gradually increased through 2002, then
declined in 2003.  Depending  on the source,  new units are  forecast in 2004 to
range from 3,000 to 5,000.




                              MULTI-FAMILY SUMMARY
                                                         
        YEAR                 Units       Units          Absorbed        Vacancy
                           Permitted   completed

         1999                5,400      7,800           6,400             4,6%
         2000                5,100      5,000           3,700             4,8%
         2001                7,900      5,300           1,200             6.1%
         2002                7,300      4,700           4,000             8.4%
         2003                4,500      4,800           7,150             7.9%
         2004 est            5,000      5,000           6,000             6.8%

Source: CBRE



The 10-year average for new  construction  in Las Vegas has been 5,860.  Average
absorption  for the  past 10 years  is  4,990.  In  2004,  it is  expected  that
vacancies should decline as absorption exceeds new supply.

Vacancy

Several  different  sources  track  vacancy in Las Vegas,  each having  slightly
different figures. Historical vacancies in Las Vegas are summarized as follows.




                     HISTORICAL AVERAGE VACANCY - LAS VEGAS
                                              

1993    1994   1995   1996   1997   1998    1999    2000    2001    2002    2003
3.7%    2.9%   3.2%   5.2%   7.8%   6.7%    4.6%    4.8%    6.1%    8.4%    6.3%

Source: Hendricks & Partners



The detailed monthly 2003 vacancy per CBRE is summarized as follows.

                          

                               Overall
Year     Month              (all classes)
2003     January               9.22%
         February               8.78
         March                  8.04
         April                  8.46
         May                    8.25
         June                   8.51
         July                   7.85
         August                 6.98
         September              6.51
         October                6.82
         November               7.64
         December               7.59
         AVG                    7.89
Source: CBRE


Due to the  decreased  travel  post  9/11/01,  which  reduced  hotel and  casino
traffic, apartment occupancies suffered in 2002 due to staff reduction at hotels
and casinos and continued new supply.  However in 2003, as the national  economy
recovered, normalized travel resumed, and new home prices continued to increase,
apartment demand increased, allowing vacancy levels to decrease.

Rent Levels

The following  table  summarizes a 12-month  comparison of vacancy and rents for
the Las Vegas apartment sub-markets compiled by Hendricks & Partners.


                  FOURTH QUARTER 2002/2003 LAS VEGAS APARTMENT
                                  MARKET RECAP

                                    Vacancy       Average Rents
                               4th Qtr. 4th Qtr. 4th Qtr.  4th Qtr.   Annual
Market Area                     2003     2002     2003      2002     Increase
Lone Mountain/
NW Las Vegas                    5.8%     7.0%    $763     $741          2.9%
North Las Vegas                 5.8%     7.1%    $719     $748         -3.9%
Downtown                        6.2%     6.0%    $576     $579         -0.6%
Sunrise Manor/East LV           5.0%     8.8%    $661     $658          0.4%
Spring Valley/Enterprise        4.1%     7.1%    $754     $751          0.4%
The Strip                       4.6%     8.1%    $738     $712          3.6%
Paradise                        4.6%     6.6%    $732     $723          1.2%
Green Valley/Henderson          4.7%     7.1%    $835     $818          2.1%
Totals                          4.8%     7.4%     746     $734          1.6%

Source: Hendricks & Partners Apartment Update

Las Vegas  apartment  rental  rates  continue to grow but at a much slower rate,
approximately  1.5 percent  through 2003 versus 0.9 percent in 2002. The current
rent  rate per the  Marcus &  Millichap  averages  $746  per  month.  Due to the
significant   amount  of  recent  supply  additions,   it  appears  that  rental
concessions,  primarily in the form of free rent,  mitigated a large  portion of
the rental rate growth, which was as high as 3.7 percent in 1996.



CBRE reports increasing rents over the past year,  currently  averaging $768 per
month, or $0.81 per square foot, compared with $755, or $0.82 per square foot in
2002, an increase of 1.7 percent.

Overall, it appears that rents increased slightly in 2003, although  concessions
are widespread. However, all sources expect rent to rebound in 2004, with 2 to 3
percent rent growth.

Concluding Citywide Remarks

The current market conditions are best summarized as follows:

     .    Unemployment  rates,  which  had  increased  after  9/11,  have  again
          decreased, and employment growth has recently been increasing,  and is
          expected by most economists to have modest growth in 2004.

     .    As new  residents  move to Clark  County,  demand  for  housing  stays
          strong. Mortgage interest rates are still very low relative to the 80s
          and 90s,  and growth in  personal  income  has  outpaced  job  growth,
          leading to a steady increase in demand for housing in the county. Home
          prices continued to rise, and the median price of a new  single-family
          home rose to almost $200,000, up 9.3 percent from a year ago.

     .    The gaming industry continues to advance despite volatility within the
          local and national economy.

In  general,  it appears  the Las Vegas'  apartment  market  remains  relatively
strong,  despite the  substantial  building and  increased  vacancies  that have
occurred during the past several years.



                                                                SITE DESCRIPTION

Location:                               4020 South Arville
                                        Las Vegas, Clark County, Nevada 89103

                                        The site is located on the east side of
                                        South Arville Street about 200 feet
                                        north of Flamingo Boulevard.

Shape:                                  Rectangular

Topography:                             Level at street grade

Land Area:                              9.80 gross acres (9.80 net acres)

                                        426,888 gross square feet (426,888 net
                                        square feet)

Frontage, Access, Visibility:           The site has average visibility and
                                        access from both the east side of South
                                        Arville and the west side of South Wynn
                                        Drive. The site is long and narrow with
                                        an atypical depth to frontage ratio.

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
                                        structures. We did not observe any
                                        evidence to the contrary during our
                                        physical inspection of the property.
                                        Drainage appears to be adequate.

Utilities
         Water:                         City of Las Vegas

         Sewer:                         City of Las Vegas

         Electricity:                   Nevada Power

         Gas:     S                     outhwest Gas

         Telephone/Cable:               Numerous/Cox Communications

Site Improvements:                      The site improvements include concrete
                                        paved parking areas, curbing, sign age,
                                        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 x dated September
                                        27, 2002.

Flood Zone:                             FEMA Zone X: Areas determined to be
                                        outside the 500 year flood plain.

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 recommend a wetlands survey
                                        by a competent engineering firm.

Seismic Hazard:                         According to a 1996 International
                                        Conference of Building Officials' map
                                        of the United States, the subject is not
                                        believed to be in a special seismic
                                        hazard zone.


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 has a loner and more
                                        narrow that is typical, but it is
                                        functional for the current use.

Real Estate Taxes                       The subject's most current assessed
                                        value is $3,556,371 resulting in taxes
                                        of $27,131 or $107.66 per unit

Zoning:                                 The subject site is zoning for multi-
                                        family residential use. Although we did
                                        not conduct

                                        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.


                                                        IMPROVEMENTS DESCRIPTION

The following  description of improvements is based upon our physical inspection
of the improvements  along with our discussions with the building  manager.  The
unit mix is as follows.



UNIT MIX
                                              
                                             No.   Unit   NRA    Units  Actual
 No. Plan          BR  BA  Features         Units  (SF)   (SF)  Leased Occupancy
 1   one bedroom   1   1   CF. BALC/PATIO    107    625   66.875  94       87.9%
 2   small 2 bdrm. 2   1   CF. BALC/PATIO     40    840   33.600  35       87.5%
 3   large 2 bdrm. 2   2   CF. BALC/PATIO    105    900   94.500  89       84.8%
 TOTAL AVERAGE                               252    774  194.975  218      86.5%
<FN>
         KEY TO FEATURES
         FP - FIREPLACE                   WDC - W/D CONNECTION
         TH - TOWNHOUSE/STUDIO            WD - WASHER/DRYER
         CFM - CEILING FAN MASTER         GT - GARDEN TUB
         CFl - CEILING FAN LIVING         M - MICROWAVE
</FN>


General Description

Number of Units:                252

                                Year Built: 1985

Number of Buildings:            22

Number of Stories:              two

Net Rentable Area:              194.975 square feet

Design and Functionality:       The subject consists of a garden apartment
                                property of wood frame and  stucco  exterior
                                finish  with flat wood deck roof and flat roof
                                with built-up  materials.  The subject has
                                Average overall appeal to prospective
                                apartment tenants.

Amenities:                      One swimming pool. one whirlpool. three laundry
                                rooms, exercise room, Barbeque grills.
                                children's playground on-site courtesy patrol
                                and some covered parking

Construction Detail

Foundation:                     Poured concrete slab

Framing:                        Wood frame and stucco exterior finish with flat
                                wood deck roof

Floors:                         Upper floors are of wood decking

Exterior Walls:                 The exterior facade of the building consists of
                                stucco over wood.

Roof Cover:                     Flat roofing system consisting of built-up
                                assemblies with composition shingle cover.

Windows:                        Units have thermal windows in aluminum frames.
                                The windows are single paned with screens.

Mechanical Detail

Heating:                        Heat to the subject is supplied either by ground
                                mounted or roof mounted, electric single unit
                                forced air heaters. Heating is supplied via
                                baseboard converters with local zone temperature
                                control.

Cooling:                        The subject is cooled by either ground mounted
                                or roof-mounted package HVAC units. Cooling is
                                distributed to the apartments through an
                                integrated duct network with individual
                                controls.

Plumbing:                       The plumbing system is assumed to be adequate
                                for existing use and in compliance with local
                                law and building codes. The plumbing system is
                                typical of other apartment properties in the
                                area with a combination of PVC, steel, copper
                                and cast iron piping throughout the building.

Electrical Service:             Electricity for the subject is obtained through
                                low voltage power lines. The building features
                                low voltage power with 480-volt electric
                                service.

Elevator Service:               The subject does not contain elevators.

Fire Protection:                The building is not fully sprinklered.

Security:                       A tenant, who is a member of the city police
                                force patrols the grounds and is provided a
                                discounted monthly rent.

Interior Detail

Layout:                         The subject property is a 22-building community
                                arranged in a campus setting.

Floor Covering:                 Carpet in living, dining and bedroom areas and
                                sheet vinyl tile in kitchen and bathrooms.

Walls:                          Painted and textured gypsum board.

Ceilings:                       Painted and textured gypsum board.

Bathrooms:                      Depending on the unit type, each apartment is
                                equipped with one or two full bathrooms.
                                Full bathrooms consist of a shower/tub with wall
                                mounted showerhead, toilet and sink and sheet
                                vinyl floor covering, and a combination wall
                                papered gypsum board walls.

Site Improvements

Parking:                        365 spaces (1.45:Unit). Some are covered but
                                none are assigned.

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

Other:                          Concrete curbs and walkways.

Summary

Condition:                      The subject improvements are in average
                                condition given its competitive position.
                                There are currently no "downed" or unleasable
                                units. In fact, the current deferred maintenance
                                (areas that need paint and upgrade) is
                                estimated herein to be $45,000.

                                The property is being maintained and provides an
                                average appearance relative to competing
                                properties within its sub-market.

                                We did not inspect the roofs 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 is good and is consistent
                                with the comparables in the micro-market.

Layout & Functional Plan:       Average

Year Built:                     1985

Effective Age:                  19 years

Expected Economic Life:         45 years Remaining Economic Life: 26 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 have not been  provided  with the results of a
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.

                                                            HIGHEST AND BEST USE

Definition Of Highest And Best Use

According to The Dictionary of Real Estate  Appraisal,  Third Edition (1993),  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  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 and suburban/urban 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.

Highest and Best Use of Site As Though Vacant

Considering  the subject site's size,  configuration  and  topography,  location
among other apartment  properties and state of the local apartment market, it is
our opinion that the Highest and Best Use of the subject  site as though  vacant
is residential property development 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 is 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.

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
support 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
employed.

                                                               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
have considered and analyzed each in this appraisal to develop an opinion of the
market  value of the subject  property.  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 proposition 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 particularity  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  and  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 then 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 this method,  periodic cash flows (which consist of net operating income less
capital  costs) and a  reversionary  value are  developed  and  discounted  to a
present  value using an internal  rate of return that is determined by analyzing
current investor yield requirements for similar investments.

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  the  Sales   Comparison   Approach  and  the  Income
Capitalization  Approach.  Based on our  analysis  and  knowledge of the subject
property  type and  relevant  investor  profiles,  it is our opinion  that these
approaches   would  be  considered   applicable   and/or  necessary  for  market
participants. The subject's age makes it difficult to accurately form an opinion
of depreciation and tends to make the Cost Approach unreliable. Investors do not
typically  rely on the Cost  Approach  when  purchasing  a property  such as the
subject of this report.  Therefore,  we have not  utilized the Cost  Approach to
develop an opinion of market value.

The valuation  process is concluded 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.


 SALES COMPARISON APPROACH

Methodology

In the Sales Comparison Approach,  we developed an opinion of value by comparing
this property  with similar,  recently  sold  properties in the  surrounding  or
competing  area.  Inherent in this  approach is the  principle of  substitution,
which states that when a property is replaceable in the market,  its value tends
to be set at the cost of acquiring  an equally  desirable  substitute  property,
assuming that no costly delay is encountered in making the substitution.

By analyzing sales that qualify as arm's-length transactions between willing and
knowledgeable  buyers and sellers,  we can identify value and price trends.  The
basic steps of this approach are:

1.   Research recent,  relevant property sales and current offerings  throughout
     the competitive area;

2.   Select and analyze  properties that are similar to the property  appraised,
     analyzing changes in economic conditions that may have occurred between the
     sale  date  and the date of  value,  and  other  physical,  functional,  or
     locational factors;

3.   Identify  sales that include  favorable  financing  and  calculate the cash
     equivalent price;

4.   Reduce the sale  prices to a common  unit of  comparison  such as price per
     square foot, price per unit or effective gross income multiplier;

5.   Make  appropriate  comparative  adjustments to the prices of the comparable
     .properties to relate them to the property being appraised; and

6.   Interpret the adjusted sales data and draw a logical value conclusion.

On the following  pages we present a summary of the improved  properties that we
compared  to  the  subject  property,  a map  showing  their  locations,  and an
adjustment grid.

Due to the nature of the subject  property and the level of detail available for
the  comparable  data,  we have  elected  to  analyze  the  comparables  through
application of a traditional adjustment grid utilizing percentage adjustments.


[GRAPHIC OMITTED]
 COMPARABLE APARTMENT PROPERTY SALES MAP






APARTMENT SALES
                                                    


     Name      Grantor         Sale Price   Average   % Occ.   Quality   SP/SF
    -------    -------        -----------  --------  --------  -------  -------
No. Address    Grantee            Date     Bldg SqFt  # Units   Year    SP/Unit
                                                               Built

1. Cypress     EQR-Cypress
   Point       Point Vistas   $13,850,000     898      92.0%   average   $72.73

   5275 W.
   Tropicana    15th &
                Sanchez
                Partners         12/03    190,440   212 units   1989    $65,330

2. The Ritz     The Ritz
                Apartments,
                LLC           $12,700,000   1,038      98.0%   average   $62.44

   4250 S.
   Jones Blvd.  4250 S.         5/03      203,408   196 units   1990    $64,796
                Jones LLC

3. Sandpebble   Legacy        $10,880,000     739      91.0%   average   $52.58
   Village      Sandpebble

   4480 Sirious Sandpebble      4/03      206,920   280 units   1980    $38,857
   Avenue       Village Apt.
                Homes (LLC)

4. Woodcreek    Royal
                Palms
                Apartments    $10,600,000     962      85.0%   average   $47.48

   4485         Pennwood
   Pennwood     Partners
   Avenue       (LLC)          12/02      223,240   232 units   1978    $45,690

5. Emerald      Emerald
   Park         Parkm
   Apartments   Associates    $11,500,000     650    8600.0%   average   $58.96

   4545         DOIT Park
   Pennwood     Associates
   Avenue       (LLC)          11/02      195,040   300 units   1978    $38,333



                                         

                                Expense
     Name         Grantor        Ratio     NOI/Unit
    -------       -------       --------    --------
No. Address       Grantee         EGIM        OAR             Comments

1. Cypress     EQR-Cypress         45%      $4,789      Unit mix is one bed-
   Point       Point Vistas                             room of 720 square feet,
                                                        and both small 2 bedroom
   5275 W.     15th &                                   (970 sf) and large 2
   Tropicana   Sanchez                                  bedroom of 1,100 square
               Partners                                 feet.  Two to three
                                                        story, superior
                                                        amenities and appeal.

2. The Ritz    The Ritz
               Apartments,
               LLC                 34%      $5,443      The complex consists of
                                                        44 1 bedroom (788 sf),
  4250 S.                                               32 small 2 bedroom
  Jones Blvd.  4250 S.            7.86       8.40%      (1,073 s.f.) and 122
               Jones LLC                                large 2 bedroom of
                                                        1,120 sq. ft. it is a
                                                        Class B project with 2
                                                        pools, rec room and some
                                                        fireplaces in units.

3. Sandpebble   Legacy             44%      $3,497      It is a two story wood
   Village      Sandpebble                              frame with studios and 3
                                                        bedroom units.  The 72
   4480 Sirious Sandpebble        6.28       9.0%       1 bedroom units are 600
   Avenue       Village Apt.                            square feet and the 2
                Homes (LLC)                             lines of two bedroom
                                                        units are 800 and 850
                                                        square feet.  It has one
                                                        pool and laundry rooms.

4. Woodcreek    Royal
                Palms
                Apartments         47%      $3,413      This is an older complex
                                                        of wood frame and wood
   4485         Pennwood                                construction. The one
   Pennwood     Partners                                bedroom units are 674 sf
   Avenue       (LLC)            7.14       7.47%       and the 2 two bedroom
                                                        lines are 807 and 1,080
                                                        square feet. it also
                                                        includes some 3 and 4
                                                        bedroom units. it has 2
                                                        pools, and washer/dryer
                                                        hook-ups.

5. Emerald      Emerald
   Park         Parkm
   Apartments   Associates        N.A.       $3,324     This is an older complex
                                                        of wood frame
   4545         DOIT Park                               construction.  The one
   Pennwood     Associates                              bedroom units are 600
   Avenue       (LLC)             N.A.     8.67%        square feet, and there
                                                        are small and large 2
                                                        units of 800 and 850
                                                        square feet respectively
                                                        it has one pool, a
                                                        tennis court and
                                                        laundry.




                                                   

                 Sale Price   Average   % Occ.   Quality SP/SF   Ratio  NOI/Unit
                 -------      --------  -------  ------- -----  ------  --------
                 Date         Bldg      # Units   Year   SP/     EGIM     OAR
                              SqFt                       Unit

Survey Minimum  $10,600,000     650 SF    85.0%    N/A   $47.48     34%  $3,324
Survey Maximum  $13,850,000   1,038 SF  8600.0%    N/A   $72.73     47%  $5,443

Survey Average  $11,906,000     857 SF  1793.2%   N/A    $58.84     42%  $4,093

Survey Minimum     11/02    190,440 SF  196 units  1978  $38,333  6.28    73.33%
Survey Maximum     12/03    223,240 SF  300 units  1990  $65,330  7.50     9.00%
Survey Average     4/03     203,810 SF  244 units  1983  $50,601  6.97     8.17%
Subject Property   N/A          774 SF    86.5%   average    N/A    54%  $3,227

                   N/A      194,975 SF      252    1985      N/A   N/A     N/A






- --------------------------------------------------------------------------------
IMPROVED COMPRABLE SALE ADJUSTMENT GRID
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                              ECONOMIC ADJUSTMENTS
                                  (CUMULATIVE)
                                                      

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 No.   $/Unit Date     Property      Financing &  Exp. After Market*    Subtotal
                        Rights      Conditions of  Purchase  Conditions
                       Conveyed         Sale
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
  1      $65,330    Fee Simple/Mkt.  Arms-Length     None    Similar   $65,330
          12/03          0.0%           0.0%         0.0%    0.0%       0.0%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
  2      $64,796    Fee Simple/Mkt.  Arms-Length     None    Similar   $38,857
          5/03          0.0%           0.0%         0.0%     0.0%       0.0%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
  3      $38,857    Fee Simple/Mkt.  Arms-Length     None    Similar   $38,857
          4/03          0.0%           0.0%         0.0%     0.0%       0.0%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
  4      $45,690    Fee Simple/Mkt.  Arms-Length     None    Similar   $45,690
           7/03          0.0%           0.0%         0.0%    0.0%       0.0%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
  5      $38,333    Fee Simple/Mkt.  Arms-Length     None    Similar   $13,914
          11/02          0.0%           0.0%         0.0%    0.0%       0.0%
- --------------------------------------------------------------------------------


                 PROPERTY CHARACTERISTIC ADJUSTMENTS (ADDITIVE)
                                   

No.   Location  Size      Ave,    Amenities   Unit   Utility Economics
                        Quality               Size
                       Conditions
  1   Superior Smaller Superior   Superior  Similar Similar Similar
     -15.0%    -10.0%  -10.0%     -5.0%     10.0%    0.0%    0.0%
  2   Superior Smaller Superior   Superior  Similar Similar Similar
      -5.0%    -10.0%  -5.0%      -5.0%      0.0%    0.0%    0.0%
  3   Similar  Similar Similar    Similar   Similar Similar Similar
      0.0%     0.0%    0.0%       0.0%       0.0%    0.0%    0.0%
  4   Similar  Smaller Superior   Superior  Similar Similar Similar
      0.0%     -5.0%   -5.0%      -5.0%      0.0%    0.0%    0.0%
  5   Similar Similar Inferior   Similar  Similar Similar   Similar
      0.0%     0.0%    5.0%       0.0%       0.0%    0.0%    0.0%


                

 No.  Other      Adj.     Overall
                $/Unit
  1   Similar   $39,198  Superior
      0.0%      -40.0%
  2   Similar   $48,597  Superior
      0.0%      -25.0%
  3   Similar   $38,857  Similar
      0.0%      0.0%
  4   Similar   $38,836  Superior
      0.0%      -15.0%
  5   Similar   $40,250  Inferior
      0.0%      5.0%




                                 

SUMMARY
Price Range      Unadj.       Adj.         *Market Conditions Adjustment
                 $/Unit       $/Unit
Low              $38,333    $38,836      Compound annual change in market
                                           conditions:                     2.00%
High             $65,330    $48,597      Date of Value (for adjustment
                                           calculations):                 Apr-04
Average          $50,601    $41,148

Net Adjustment
Low               -40.0%
High                5.0%
Average           -15.0%



Percentage Adjustment Method

Adjustment Process

The sales that we have utilized  represent the best available  information  that
could be compared to the subject property.  The major elements of comparison for
an analysis of this type include the property  rights  conveyed,  the  financial
terms incorporated into a particular transaction,  the conditions or motivations
surrounding the sale,  changes in market conditions since the sale, the location
of the real estate, its physical traits and the economic  characteristics of the
property.


The first  adjustment  made to the market  data takes into  account  differences
between the subject  property and the  comparable  property sales with regard to
the  legal  interest  transferred.  Advantageous  financing  terms  or  peculiar
conditions  of sale are then  adjusted to reflect a normal  market  transaction.
Next, changes in market condition must be accounted for, thereby creating a time
adjusted  normal unit of  comparison.  Lastly,  adjustments  for  location,  the
physical traits and the economic  characteristics of the market data are made in
order to generate the final  adjusted unit rate,  which is  appropriate  for the
subject property.

Property Rights Conveyed

All of the sales utilized in this analysis involved the transfer of the Fee
Simple interest. Since we are appraising the Fee Simple interest of the subject
property, no adjustments were required.

Financial Terms

To the best of our  knowledge,  all of the sales  utilized in this analysis were
accomplished with cash and/or cash and market-oriented financing.  Therefore, no
adjustment for financial terms is required for the com parables.

Conditions of Sale

Adjustments  for conditions of sale usually reflect the motivations of the buyer
and the seller.  In many  situations  the  conditions of sale may  significantly
affect  transaction  prices.  However,  all  sales  used  in this  analysis  are
considered to be "arms-length"  market  transactions  between both knowledgeable
buyers and sellers on the open market.  Therefore, no adjustments for conditions
of sale are required for the comparables.

Market Conditions

The market has generally not measurably  improved since the comparables sold. We
have not applied an adjustment.

Location

An adjustment for location is required when the locational  characteristics of a
comparable  property  are  different  from those of the  subject  property.  The
subject  property is considered an average  location,  and it has average access
and  visibility.  We  have  made a  negative  adjustment  to  those  comparables
considered  superior  in  location  versus the  subject due to the nature of the
surrounding area and proximity to more shopping.  However, a positive adjustment
was not made since none of the comparables were considered inferior.

Physical Traits

Various physical factors were analyzed including size, age, condition,  quality,
amenities,  unit mix,  utility,  etc. The adjustment  grid separates  several of
these  items in order to better  illustrate  the nature of  adjustment  for each
category.  When an item was determined to be inferior to the subject, a positive
adjustment  was  applied.  When an item was  determined  to be  superior  to the
subject, a negative adjustment was applied. The areas of adjustment pertained to
age and observable  condition and appeal.  Where a size  adjustment was made, it
addressed the average size of the units, or the larger sizes for the one and two
bedroom units as compared to the subject's units.


Economic Characteristics/Other

This adjustment is used to reflect differences in rent levels, operating expense
ratios, occupancy' levels, and other items that would have an economic impact on
the  transaction.  Since  the  adjustments  made  should  impact  some of  these
considerations  another  adjustment  may seem  redundant.  No  adjustments  were
applied.

Discussion of Comparable Sales

In our  analysis  of the market for  comparable  apartment  properties,  we have
compared the subject  property to apartment  properties in the subject's  market
area. These are discussed below.

Comparable Sale No.1

Comparable  1 was  superior to the subject  property  overall.  Property  rights
conveyed,  financing and conditions of sale and expenses after purchase required
no adjustment.  Adjustments were significant for this sale in areas of location,
unit size, condition and amenities,  all deemed superior. The adjusted unit sale
price was $39,198.

Comparable Sale NO.2

At the time of sale, the second comparable was generally superior to the
subject. No adjustments for property rights conveyed, financing and conditions
of sale and expenses after purchase were necessary. Adjustments were again
significant for this sale in areas of location, unit size, condition and
amenities, all deemed superior. The adjusted unit sale price was $48,597.

Comparable Sale NO.3

Comp 3 was similar  overall to the subject  property.  It was not  necessary  to
adjust property rights  conveyed,  financing and conditions of sale and expenses
after  purchase.  Adjustments  were not made since it  appeared  similar in age,
quality,  observable  condition,  sizes  for  one  and  two  bedroom  units  and
amenities. The adjusted unit sale price remained unchanged at 8,857.

Comparable Sale NO.4

The fourth sale was superior to the subject. Property rights conveyed, financing
and  conditions  of sale and expenses  after  purchase  required no  adjustment.
Adjustments  were  applied  to this sale in areas of unit  size,  condition  and
amenities, all deemed superior. The adjusted unit sale price was $38,836.

Comparable Sale NO.5

Comp 5 compared  to the  subject  property  was  inferior.  No  adjustments  for
property  rights  conveyed,  financing and conditions of sale and expenses after
purchase were necessary.  The only adjustment  pertained to inferior  observable
condition and appeal. The adjusted unit sale price was $40,250.

Summary of Percentage Adjustment Method

After adjusting each comparable sale for differences with the subject  property,
the  adjusted  sale price  range is $38,836 to $48,597  per unit.  However if we
exclude the high the four remaining sale, which required less  adjustment,  fall
within a more  narrow  range of $38,836 per unit to $40,250 per unit and average
$39,285 per unit.  Sale Three did not require  adjustments  and sold for $38,857
per unit.  This sale and the four in the lower  range of  adjusted  sale are the
better guides to an estimated unit value for the subject. Therefore, we conclude
that the indicated value by the Sales Comparison Approach is:





ADJUSTMENT METHOD CONCLUSION
                                                             

                                                   Rounded to
                                                   Nearest      Per      Per
                                                   $25 000      Unit     SqFt
 Indicated Stabilized Value per Unit    $39,500
 Number of Units                          x 252
 Indicated Stabilized Value          $9,954,000  $9,950,000   $39,484   $51.03
 Less: Rent Loss                              0
 Less: Deferred Maintenance              80,000
 Value Prior to Stabilization:       $9 874,000  $9 875 000   $39 187   $50.65



Based  on our  analysis  of  competitive  transactions,  we  conclude  that  the
indicated value by the Sales Comparison Approach is as follows:

 Indicated Value  $/SqFt   $/Unit
 $9,875,000       $ 50.78  $39.286


                                                  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.  Investors  are  looking  at  actual  income  and
performance  and are  generally  using a  discounted  cash  flow for  short-term
apartment leased properties.

Historical Performance of the Subject Property

The  following  is a summary of  historical  revenue and expenses as well as our
forecast for the subject property.







      REVENUE AND EXPENSE ANALYSIS
- --------------------------------------------------------------------------------
                                                       

                                      2001                      2002
                               Total   $/Unit   $/SF     Total   $/Unit  $/SF

Average Physical Occupancy (%)           11%                       11%

Economic Occupancy (%)                   94%                       90%

 POTENTIAL GROSS INCOME
  Gross Potential
  Rental   Income        $2,185,629  $8,673  $11.21  $2,184,544  $8,669  $11.20
   Loss/Gain to Lease             0     N/A     N/A           0     N/A     N/A
   Adjusted Rental       $2,185,629     N/A     N/A  $2,184,544     N/A     N/A
    Less: Employee
    Unit Discounts          (20,817)    (83)  (0.11)    (13,675)    (54)  (0.07)
    Less: Model Units       (16,860)    (67)  (0.09)    (16,860)    (67)  (0.09)

Total Potential
Gross Revenue            $2,147,952  $8,524  $11.02  $2,154,009  $8,548  $11.05

Vacancy & Credit Loss
  Vacancy                 ($248,691)  ($987) ($1.28)  ($193,892)  ($769) ($0.99)
  Credits Loss              (12,029)    (48)  (0.06)    (30,979)   (123)  (0.16)
  Rent Concessions         (153,484)   (609)  (0.79)   (209,423)   (831)  (1.07)
  Other Adjustments         (29,075)   (115)  (0.15)     (1,685)     (7)  (0.01)
Total Vacancy & Credit    ($443,279) (1,759) ($2.27)   (435,979) (1,730) ($2.24)

Other Income
  Other Income              $43,338    $172   $0.22     $55,542    $220   $0.28
  Vending                   $13,795      55    0.07       8,507      34    0.04

  Total Other Income        $57,133    $227   $0.29     $64,049    $254   $0.33

EFFECTIVE GROSS INCOME   $1,761,806  $6,991   $9.04  $1,782,079  $7,072   $9.14

OPERATING EXPENSES
  Management Fee            $86,205    $342   $0.44     $86,123    $342   $0.44
  Total Payroll &
    Burden                  212,618     844    1.09     238,216     945    1.22
  General &
    Administrative           37,015     147    0.19      36,555     145    0.19
  Marketing &
    Promotion                47,904     190    0.25      71,397     283    0.37
  Maint. & Repairs &
    Contract Svc.           141,622     562    0.73     108,236     430    0.56
  Total Utilities           209,595     832    1.07     186,037     738    0.95
  Services                   69,057     274    0.35      56,291     223    0.29
  Insurance                  52,230     207    0.27      72,908     289    0.37
  Real Estate Taxes          94,283     374    0.48      98,687     392    0.51
  Replacement Reserves            0       0    0.00           0       0    0.00
Total Operating Expense    $950,429  $3,772   $4.87    $954,450  $3,788   $4.90

NET OPERATING INCOME       $811,377  $3,220   $4.16    $827,629  $3,284    $4.2
  OTHER CAPITAL                  $0      $0   $0.00          $0      $0   $0.00

  Expense Ratio               53.95%                      53.56%
  Management Fee % of EGI      4.89%                       4.83%
    EGI


                                                        

                               YTD                 2003 Annualized
                             Current          Total      $/Unit      $/SF

Average Physical
Occupancy (%)                                              11%

Economic Occupancy (%)                                     72%

 POTENTIAL GROSS INCOME
  Gross Potential
  Rental   Income             $2,196,420   $2,196,420   $8,716      $11.27
   Loss/Gain to Lease                  0          N/A      N/A           0
   Adjusted Rental            $2,196,420   $2,196,420      N/A          N/A
    Less: Employee
    Unit Discounts               (37,620)     (37,620)    (149)       (0.19)
    Less: Model Units            (16,860)     (16,860)     (67)       (0.09)

Total Potential
Gross Revenue                 $2,141,940   $2,141,940   $8,500       $10.99

Vacancy & Credit Loss
  Vacancy                      ($253,151)   ($253,151) ($1,005)      ($1.30)
  Credits Loss                   (63,394)     (63,394)    (252)       (0.33)
  Rent Concessions              (309,474)    (309,474)  (1,228)       (1.59)
  Other Adjustments                    0            0        0         0.00
Total Vacancy & Credit         ($626,019)    (626,019) ($2,484)       (3.21)

Other Income
  Other Income                   $46,251      $46,251     $184        $0.24
  Vending                         11,090      $11,090       44         0.06

  Total Other Income             $57,341      $57,341

EFFECTIVE GROSS INCOME        $1,573,262   $1,573,262   $6,243        $8.07

OPERATING EXPENSES
  Management Fee                 $78,184      $78,184     $310        $0.40
  Total Payroll &
    Burden                       216,972      216,972      861         1.11
  General &
    Administrative                81,181       81,181      322         0.42
  Marketing &
    Promotion                     58,890       58,890      234         0.30
  Maint. & Repairs &
    Contract Svc.                 79,258       79,258      315         0.41
  Total Utilities                192,961      192,961      766         0.99
  Services                        60,533       60,533      240         0.31
  Insurance                       53,164       53,164      211         0.27
  Real Estate Taxes               94,932       94,932      377        0.491
  Replacement Reserves                 0            0     0.00            0
Total Operating Expense         $916,075     $916,075   $3,635        $4.70

NET OPERATING INCOME            $657,187     $657,187   $2,608        $3.37
  OTHER CAPITAL                       $0           $0    $0.00           $0

 Expense Ratio                                 58.23%
  Management Fee % of EGI                       4.97%
    EGI


                                               


                                         2004 budget
                                Total       $/Unit      $/SF

Average Physical                              11%
Occupancy (%)

Economic Occupancy (%)                        78%

 POTENTIAL GROSS INCOME
  Gross Potential
  Rental   Income            $2,196,420     $8,716     $11.27
   Loss/Gain to Lease                 0          0       0.00
   Adjusted Rental           $2,196,420        N/A       N/A
    Less: Employee
    Unit Discounts              (22,090)       (88)    (0.11)
    Less: Model Units           (16,860)       (67)    (0.09)

Total Potential
Gross Revenue                $2,157,470     $8,561    $11.07

Vacancy & Credit Loss
  Vacancy                     ($215,747)     ($856)    (1.11)
  Credits Loss                  (64,724)      (257)    (0.33)
  Rent Concessions             (164,460)      (653)    (0.84)
  Other Adjustments                   0          0      0.00
Total Vacancy & Credit        ($444,931)   ($1,766)   ($2.28)

Other Income
  Other Income                   78,000       $310     $0.40
  Vending                        11,400         45      0.06

  Total Other Income            $89,400       $355     $0.46

EFFECTIVE GROSS INCOME        1,801,939     $7,151     $9.24

OPERATING EXPENSES
  Management Fee                 96,556       $383     $0.50
  Total Payroll &
    Burden                      206,954        821      1.06
  General &
    Administrative               32,319        128      0.17
  Marketing &
    Promotion                    64,875        257      0.33
  Maint. & Repairs &
    Contract Svc.                68,975        274      0.35
  Total Utilities               200,844        797      1.03
  Services                       76,621        304      0.39
  Insurance                      72,912        289      0.37
  Real Estate Taxes              99,396        394      0.51
  Replacement Reserves                0          0      0.00
Total Operating Expense        $919,452     $3,649     $4.72

NET OPERATING INCOME           $882,487     $3,502     $4.53
  OTHER CAPITAL                      $1         $0     $0.00

Expense Ratio                     51.03%
  Management Fee % of EGI          5.36%
    EGI


                                                     

                                              Year 1 C&W Forecast
                            Adj         Total         $/Unit     $/SF

Average Physical                                        90%
Occupancy (%)

Economic Occupancy (%)                                  90%

 POTENTIAL GROSS INCOME
  Gross Potential
  Rental   Income                     $2,196,420      $8,716    $11.27
   Loss/Gain to Lease      0.00%               0           0      0.00
   Adjusted Rental                    $2,196,420      $8,716    $11.27
    Less: Employee
    Unit Discounts                      (16,860)         (67)    (0.09)
    Less: Model Units                   (16,860)         (67)    (0.09)

Total Rental Revenue                 $2,162,700       $8,582    $11.09

Vacancy & Credit Loss
  Vacancy                  8.00%      ($173,016)       ($687)   ($0.89)
  Credits Loss             3.00%        (64,881)        (257)    (0.33)
  Rent Concessions                     (200,000)        (794)    (1.03)
  Other Adjustments                           0            0      0.00
Total Vacancy & Credit                ($437,897)     ($1,738)   ($2.25)

Other Income
  Other Income                          $89,000           $0     $0.46
  Vending                                10,500           42      0.05

  Total Other Income                    $99,500         $395     $0.51

EFFECTIVE GROSS INCOME                1,824,303       $7,239     $9.36

OPERATING EXPENSES
  Management Fee          4.50%         $82,094         $326     $0.42
  Total Payroll &
    Burden                              210,000         $833     1.086
  General &
    Administrative                       40,000         $159      0.21
  Marketing &
    Promotion                            60,000         $238      0.31
  Maint. & Repairs &
    Contract Svc.                        75,000         $298      0.38
  Total Utilities                       200,000         $794      1.03
  Services                               70,000         $278      0.36
  Insurance                              70,000         $278      0.36
  Real Estate Taxes                     108,000         $429      0.55
  Replacement Reserves                   50,400         $200      0.26
Total Operating Expense                $965,494       $3,831     $4.95

NET OPERATING INCOME                   $858,809       $3,408     $4.40
  OTHER CAPITAL                         $44,000         $175     $0.23

Expense Ratio                             52.92%
  Management Fee % of EGI                  4.50%
    EGI
<FN>

- --------------------------------------------------------
*Rents may be adjusted for lagging market conditions.
- --------------------------------------------------------

</FN>





Rental Comps
One Bedroom, one Bath 655 (CF, Balc/patio) Square Fee
                                        

Comp.
No   Year  BR/      Quoted Rent           Concessions             Effective Rent
    Built  BA   SQ  /Unit   PSF   Description    %   /Unit  PSF   /Unit  PSF

1   1985  1-1  700  $610  $0.871  one mo. free  7.7%  $47  $0.067  $563  $0.804
2   1990  1-1  750  $570  $0.760  one free mo.  7.7%  $44  $0.058  $526  $0.702
3   1992  1-1  726  $600  $0.826  one free mo.  7.7%  $46  $0.064  $554  $0.763
4   1992  1-1  672  $615  $0.916  $599 move in  7.7%  $47  $0.070  $568  $0.845
5   1986  1-   625  $575  $0.920    none        0.0%   $0  $0.000  $575  $0.920
6   1983  1-1  610  $561  $0.920  $99 move in   7.4%  $42  $0.068  $519  $0.852
range Low      610  $561  $0.760                       $0  $0.000  $519  $0.702
      High     750  $615  $0.920                      $47  $0.070  $575  $0.920
      Average  681  $589  $0.869                      $38  $0.055  $551  $0.814

SUBJECT
QUOTED         625  $655  $1.048  one mo. free  7.7%  $50  $0.080  $605  $0.968
SUBJECT
CONCLUDED      625  $655  $1.048  one mo. free  7.7%  $50  $0.080  $605  $0.968




Two Bedroom, One Bath 840 (CF, Balc/patio) Square Fee

                                        
Comp.
No   Year  BR/      Quoted Rent           Concessions             Effective Rent
    Built  BA   SQ  /Unit   PSF   Description    %   /Unit  PSF   /Unit  PSF

1   1985  2-1  816  $675  $0.827  one mo. free  7.7%  $52  $0.064  $623  $0.764
2   1990  2-1  890  $635  $0.713  one free mo.  7.7%  $49  $0.055  $586  $0.659
5   1986  2-1  765  $620  $0.810       none     0.0%  $ 0  $0.000  $620  $0.810
6   1983  2-1  810  $691  $0.853  $99 move in   7.4%  $51  $0.063  $640  $0.790

range Low      765  $620  $0.713                       $0  $0.000  $586  $0.659
      High     890  $691  $0.853                      $52  $0.064  $640  $0.810
      Average  820  $655  $0.801                      $38  $0.045  $617  $0.756

SUBJECT
QUOTED         840  $750  $0.893  1 mo. free    7.7%  $58  $0.069  $692  $0.824
                                  on 13 mo lse
SUBJECT
CONCLUDED      840  $750  $0.893  1 mo. free    7.7%  $58  $0.069  $692  $0.824
                                  on 13 mo lse





Two Bedroom, Two Bath, 900 (CF, Balc/patio)Square Feet
                                        
Comp.
No   Year  BR/      Quoted Rent           Concessions             Effective Rent
    Built  BA   SQ  /Unit   PSF   Description    %   /Unit  PSF   /Unit  PSF

1   1985  2-1  978  $720  $0.736  one mo. free  7.7%  $55  $0.057  $665  $0.680
2   1990  2-1  900  $680  $0.756  one mo. free  7.7%  $52  $0.058  $628  $0.697
3   1992  2-1  957  $730  $0.763  one mo. free  7.7%  $56  $0.059  $674  $0.704
4   1992  2-1  923  $735  $0.796  move in spec  N.A.  N.A.    N.A.  N.A.    N.A.
5   1986  2-1  900  $675  $0.750    none        0.0%   $0  $0.000  $675  $0.750
6   1983  2-1  850  $713  $0.839  one mo. free  7.7%  $55  $0.065  $658  $0.774

range Low      850  $675  $0.736                       $0  $0.000  $628  $0.680
      High     978  $735  $0.836                      $56  $0.065  $675  $0.774
      Average  918  $706  $0.773                      $44  $0.048  $660  $0.721

SUBJECT
QUOTED         900  $755  $0.839  1 mo. free    7.7%  $58  $0.065  $697  $0.774
                                  on 13 mo lse
SUBJECT
CONCLUDED      900  $755  $0.839  one mo. free  7.7%  $58  $0.064  $697  $0.774




Occupancy  levels among the  comparables  vary from 86.00 percent to 92 percent.
with an  average  of  about  91  percent.  The  preceding  table  illustrates  a
comparison of the current quoted rents for each type of subject unit relative to
similar  quoted  rents for  comparable  apartment  units  contained  within  the
competing  complexes  surveyed.  All of the  comparables  are  leased  on a plus
electric  and water  basis,  wherein the tenants are  responsible  for their own
consumption of electricity and water. The subject is also  individually  metered
and tenants pay their own electricity and water. This is typical in the market.

Of the  rental  comparables  chosen,  all are one- and  two-bedroom  units.  The
majority are one bedroom followed by two bedroom and two bath. Overall there are
2055 units accounted for, including the subject. The average price per month for
one  bedroom  units is $589 per  unit,  or $0.87  per  square  foot,  while  the
subject's  rate is $655 per month and $1.05 per square foot. At $1.05 per square
foot per month,  the average  quoted  rental rate for the subject is higher than
indicated  by the  comparables.  This is expected  given the smaller size of the
subject's  unit.  The  subject's  two  bedroom  units are also  higher  than the
comparable rents. However, after concessions,  the effective rents are closer to
the competitive set.

Four of the six comparables currently offer some a rental concession of one free
month's  rent.  Terra Cota is offering a move-in  special of a lower rent and no
application fee. Vista de Valle is not offering a concession, currently, but has
in the past.  It too was one free month based on a 13 month lease.  Evidence for
the  market  has  shown  concessions  are  not  on  the  decline.  Based  on our
conversations  with leasing  agents,  most  property  management  companies  are
planning on using  concessions  for at least the next several months and through
at least the  summer.  Market  wide  long-term  concessions  are not  forecasted
because  they  tend to occur  on a  cyclical  basis  during  times of  increased
vacancy. The subject is currently offering TWO free months for a 13 month lease,
free for the first month and a 13 month free IF the tenant  remains  current and
pays rent on time EVERY month.  Otherwise  the second free month is not offered.
Since the subject  appears to have a  collection  problem,  it is  unlikely  the
second free month will be realized by many of the tenants.

Analysis of the comparably  sized individual  units on a  per-square-foot  basis
indicates that the subject's  quoted rates are slightly towards the upper-end of
the market standards. This is largely due to the relative age of the subject and
the smaller than average size of the subject's units. The subject's quoted rates
are well supported by not only the market quoted levels, but also by the current
in place contract rents.

Overall,  based on a unit by unit  comparison of the comparables to the subject,
it appears that the subject's  quoted rents are in line with today's market rent
levels.


[GRAPHIC OMITTED]
RENT COMPARABLE MAP



Rental Rate Conclusion for the Subject Property

The previous chart shows the range of rental rates indicated by rent comparables
for  each  unit  type.  In  consideration  of  this  information  as well as the
subject's  performance as summarized below, our opinion of market rent and total
potential  apartment  rental  income  assuming  full  occupancy  is set forth as
follows.




UNIT MIX
                                             
                                         No.   Unit    NRA    Units     Actual
No.    Plan      BR  BA    Features     Units  (SF)   (SF)   Leased    Occupancy

1  one bedroom   1   1   CF, BALC/PATIO  107   625   66,875     94      87.9%
2  small 2 bdrm. 2   1   CF, BALC/PATIO   40   840   33,600     35      87.5%
3  large 2 bdrm. 2   2   CF, BALC/PATIO  105   900   94,500     89      84.8%

TOTAL AVERAGE                            252   774  194,975    218      86.5%




POTENTIAL RENTAL RATES

                                                

                                                         Potential    Potential
Average             Quoted           C&W YR 1.           Monthly       Annual
Contract   $/SqFt  $/Month  $/SqFt   Forecast   $/SqFt    Rent          Rent

$650       $1.04    $655    $1.05     $655      $1.05    $70,085      $841,020
 735        0.88     750     0.89      750       0.89     30,000       360,000
 785        0.87     790     0.88      790       0.88     82,950       995,400

<FN>

KEY TO FEATURES
FP- FIREPLACE                   WDC-W/D CONNECTION
TH-TOWNHOUSE/STUDIO             WD-WASHER/DRYER
CFM-CEILING FAN MASTER          GT-GARDEN TUB
CFL-CEILING FAN LIVING          M-MICROWAVE
</FN>



At $ 726 per unit per month,  the quoted  average  rental  rate for the  subject
falls  slightly  above  comparable  property  averages.  Naturally,   comparable
statistics  are skewed one way or  another  by the unit mix.  Developments  with
larger  units  tend to rent at a lower  average  rate  per  square  foot,  while
developments  with a majority of smaller units tend to rent at a higher  average
rate per square foot. However, in the foregoing  paragraphs we have analyzed the
comparables and compared them to the subject by unit type.

Based on the amenities of the subject,  its location and  condition  relative to
the rent comparables, it is our opinion that the current quoted rental rates (as
provided by the  property  manager)  are within the quoted  market rates for the
comparables. These rates are reflected in the previous table as "market' rates.

Estimate of Potential Unit Rental Income

The  potential  rental income for the subject  property at our projected  market
rent for all unit types is  $2,196,420  on an  annualized  basis.  These figures
reflect the subject as if fully  occupied and  collecting  market rent for every
unit.  Further,  the current in place contract rent for the subject is $ .93 per
square  foot,  or  $2,176,500  (as applied to all units,  not just the  occupied
units).  Given  that our  estimate  is for the  upcoming  12  months,  this adds
moderate support to our potential rental income forecast based upon our estimate
of market rent. We expect the market to further recover at inflationary levels.

Employee Units

The  practice of  non-revenue  units or reduced  rental  rates for  employees is
common within the market area. The subject  development  provides full abatement
on two  units for the  manager,  and lead  maintenance  engineer.  The  combined
monthly rent abatement for 1 one bedroom and one 2 bedroom unit totals  $16,860,
which we have deducted from base rental revenue.

Model Units

Competitive  developments  in the  area  typically  maintain  model  units.  The
development  presently retains two apartment units as model, a one bedroom and a
small two bedroom.  To be consistent with the market,  we have deducted  $16,860
annual revenue from base rental revenue.


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 and  employee  units or other rent loss is addressed
separately.

The subject. as of the most current rent roll provided, was 86.51 percent leased
and occupied. This is lower than current average occupancy levels for the market
area overall but similar to several of the competitive properties we surveyed.

Rent comparable  occupancies range from 86.00 percent to 94 percent. In terms of
the subject we note that total vacancy and collection  loss during 2001 was 11.9
percent.  In 2002 it was 21.36  percent  and during  2001 it  increased  to 14.4
percent.  The owner has budgeted rent loss due to vacancy and credit loss of 9.5
percent for 2004. less than actual through three months.

In consideration  of the above, we have forecasted a stabilized  vacancy loss of
8.00 percent and a collection  loss of 3.00 percent (11.00 percent total vacancy
and collection  loss).  These  conclusions are reasonable based on our review of
the available  budgetary data from similar quality  complexes in the local area,
long-term  average  occupancy levels among the comparables,  and the indications
derived from buyers in the market.

Rent Concessions

Rental  incentives.  usually in the form of free rent up front or prorated  over
the  lease  term,  are  common  in some  sub-markets,  particularly  those  with
significant new construction activity. Due to the transient nature of the market
and the  construction  activity  levels drawing some tenants to newer  projects,
concessions  in  the  subject's  sub-market  are  common  under  current  market
conditions.  The property  manager reported that concessions are offered and now
consist of one free month on a 13 month  lease with the added  bonus of the last
month  free is rent is paid on time  for the  preceding  11  months.  Given  the
apparent level of delinquencies,  we do not feel many will earn the bonus month.
However,  we have deducted the equivalent of one free month for a 13 month lease
which is 7.7  percent  from  apartment  rental  revenue on  occupied  units plus
potential vacant unit income to reflect market leasing parameters.

Other Income

In addition to rental income, we have combined several  miscellaneous sources of
income  into a  category  called  Other  Income.  This  is a  non-rental  income
category,  which typically  includes security deposit  forfeitures.  termination
fees,  miscellaneous  and vending machine revenue,  bad check charges,  and late
charges.  Other income was reported at 55,542 in 2001$64,049 in 2002, $57,341 in
2003 and budgeted for $89.400 for 2004. The latter seems high but now includes a
non-refundable  cleaning fee of $150 per rental.  We relied on the actual income
for the prior  three  years but added the new charge  being  initiated  and have
estimated $89,000.



Effective Gross Income

Considering all of the foregoing  income and vacancy items, we have estimated an
effective  gross  income of  $1,824,303,  which is within  one  percent of 2001,
almost  identical to 2002,  higher than 2003 and  within1.1  percent of that set
forth in the  owners  2004  budget.  This adds  credibility  and  support to our
independent forecasts.

Opinion of Expenses

We have developed an opinion of the property's  annual operating  expenses after
reviewing its historical  performance and reviewing the operating  statements of
similar buildings.  We analyzed each item of expense and developed an opinion as
to what a typical informed investor would consider normal.

Expense Conclusion

We analyzed  each expense item and developed an opinion of a level of expense we
believe a typical investor in a property like this would consider reasonable. We
made our projections on an annual basis with Year 1 beginning May 1,2004.

Our  estimate  of total  expenses  including  capital  reserves  for the subject
property total $965,494 or $3,831 per unit, or $4.95 per square foot of rentable
area. These rates equate to an operating expense ratio of 52.92 percent.

The subject's  actual  expenses in 2001 and 2002 were $4.87 and $4.90 per square
foot or $3,772 and $3,788 per unit, respectively. In addition, the 2003 expenses
are $4.70 per square foot or $3,635 per unit.

Given  the data  suggested  by the  historical  performance,  our  knowledge  of
operating data of similar class apartment communities, as well as current trends
in the property tax expense area, our expense projections are reasonable.

All of the comparable  sales included unit  replacements as a part of the annual
operating  and fixed  expenses.  As is the case with these sales,  more and more
investors include total interior and exterior  replacements in their estimate of
net operating  income,  which results in a  capitalization  rate that is a truer
rate of return.  Additional variations in capitalization rates are a function of
property specifics,  including  variances in the age, condition,  and quality of
each comparable.








 OPERATING EXPENSE CONCLUSION
                                             

                           C&W       Per      Per
Expense                   Forecast   Unit     SqFt          Analysis

Management Fee            $80,226    $318     $0.41   Management fees for the
                                                      subject ranged from 4.83
                                                      percent in 2002 to 4.97
                                                      percent in 2003 and are
                                                      budgeted for 2004 at 53.36
                                                      percent of effective gross
                                                      income. The market is 4.0
                                                      to 5.0 percent.  We
                                                      estimated 4.5 percent

Total Payroll Burden     $210,000    $833     $1.08     The C&W Forecast is
                                                     $210,000. It covers
                                                     maintenance and office
                                                     personnel, but not the
                                                     apartments discussed
                                                     previously.  Historically
                                                     the cost has been between
                                                     $21,618 in 2001 and
                                                     $238,216 in 2002.  The 2004
                                                     budget calls for $206,954.


General Administration    $40,000    $159     $0.21  This cost can vary.  In
                                                     2002 it was $36,565, but in
                                                     2003 it was $81,181. The
                                                     2004 budget is $32,319.
                                                     We have projected $40,000.


Marketing & Promotion     $60,000    $238    $0.31   This expense has also
                                                     varied from a low of
                                                     $47,904 in 2001 to a high
                                                     of $71,397 in 2002.  The
                                                     2004 budget calls for
                                                     $64,875.  We feel the
                                                     market is competitive and
                                                     the cost should reflect a
                                                     number close to budget.
                                                     We estimated $60,000.

Maint. & Repairs
Contract Svc.             $75,000    $298   $0.38    Historically the cost was
                                                     from a low of $79,258 in
                                                     2003 to a high of $141,622
                                                     in 2001. We have estimated
                                                     a cost of $75,000.

Total Utilities          $200,000    $794   $1.03    Our estimate is based on
                                                     the historical costs which
                                                     ranged from a low of
                                                     $186,037 in 2002 to a high
                                                     of $209,595 in 2001.  The
                                                     budget is $200,844 and we
                                                     estimated $200,000.

Services                  $70,000    $278   $0.36    The C&W Forecast is based
                                                     on various service
                                                     contracts to outside firms.
                                                     The historical trend was
                                                     downward between 2001 and
                                                     2003 but the budget
                                                     increases the total.  We
                                                     looked to the historical
                                                     trend and estimated
                                                     $70,000.

Insurance                 $70,000    $278   $0.36    Insurance costs showed a
                                                     significant increase after
                                                     9/11 and a jump is
                                                     reflected in the subject's
                                                     historical statements.  We
                                                     based our estimated on the
                                                     budget at $70,000.

Real Estate Taxes        $108,000    $429   $0.55    A full description was
                                                     included in a preceding
                                                     section of the report.  The
                                                     projected cost is rounded
                                                     to $108,000.

Replacement Reserves     $50,400     $200  $0.26     We have selected a reserve
                                                     of $200 per unit based on
                                                     reserves at other complexes
                                                     and market averages.



<Page>
                                                      Income and Expense Summary

We have  discussed  our  projections  of income  and  expenses  for the  subject
property. On the following chart we present our opinion of income and expenses.




 STABILIZED YEAR 1 PRO FORMA
                                                             

POTENTIAL GROSS INCOME                          $/Year        $/Unit     $/SF

 Gross Potential Rental Income                 $2,196,420     $8,716    $11.27
   Loss/Gain to Lease                                   0          0      0.00
   Adjusted Rental Income                      $2.196,420     $8,716    $11.27
    Less: Employee Unit Discounts  -$1,405/Mo.    (16,860)       (67)    (0.09)
    Less: Model Units              -$1,405/Mo.    (16,860)       (67)    (0.09)
    Total Rental Revenue                       $2,162,700     $8,582    $11.09

 Vacancy & Credit Loss
   Vacancy                            5.00%     ($173,016)     ($687)   ($0.89)
   Credit Loss                        2.00%       (64,881)      (257)    (0.33)
   Rent Concessions                              (200,000)      (794)    (1.03)
   Other Adjustments                                    0          0      0.00
   Total Vacancy & Credit                       ($431,897)   ($1,738)   ($2.25)

Other Income
 Other Income                                     $89,000       $353     $0.46
 Vending                                           10,500         42      0.05
 Total Other Income                               $99,500       $395     $0.51

 EFFECTIVE GROSS INCOME                        $1,824,303     $7,239     $9.36

OPERATING EXPENSES
 Management Fee                        4.50%      $82,094       $326     $0,42
 Total Payroll & Burden                           210,000        833      1.08
 General & Administrative                          40,000        159      0.21
 Marketing & Promotion                             60,000        238      0.31
 Maint. & Repairs & Contract Svc.                  75,000        298      0.38
 Total Utilities                                  200,000        794      1.03
 Services                                          10,000        218      0.36
 Insurance                                         70,000        278      0.36
 Real Estate Taxes                                108,000        429      0.55
 Replacement Reserves                              50,400        200      0.26
 Total Operating Expenses                        $965,494     $3,831     $4.95

NET OPERATING INCOME                             $858,809     $3,408     $4.40



Investor Surveys

Prior to discussing the  capitalization of income into value, we have summarized
the most currently available investor survey results as follows:



GARDEN STYLE APARTMENTS
INVESTOR CRITERIA
                                                          
                                                C&W                  C&W
                         Korpacz               Class A            Class B
                        National               Leased (1)         Leased (1)
                       2004Q1(Vol 16 No2)     Spring 2003        Spring 2003
                      -------------------     ------------       -------------
                        Range     Average   Range    Average    Range    Average

Projected Holding      Low     5      7        5       8.2        4       8.17
 Period (Years)       High    10      9       11       8.2       10       8.17

Rent Growth             Low    -2.0%   1.5%     1.5%    2.4%       1.5%    2.5%
                       High     4.0%   2.8%     3.0%    2.4%      30%      2.5%

Expense Growth          Low     2.0%   2.8%     2.5%    2.9%       2.5%    2.9%
                       High     3.5%   3.1%     3.0%    2.9%       3.0%    2.9%

Total Reserves low
(Per Unit)             Low     $150
                       High    $400

Sale Costs              Low     1.0%   1.8%
                       High     3.0%   2.3%
Going-In
Capitalization Rate     Low     5.5    7.4%     7.0%    7.9%       8.0%    8.7%
                       High     9.3%   8.4%     9.0%    7.9%       9.3%    8.7%
Terminal
Capitalization Rate     Low     6.0%   7.5%     7.5%    8.5%       8.0%    9.2%
                       High     9.5%   8.4%     9.3%    8.5%      10.0%    9.2%

Internal Rate
of Return               Low     8.O%   9.0%     9.0%   10.7%      10.0%    11.8%
                       High    12.5%  10.8%    14.0%   10.7%      17.0%    11.8%
Marketing Time
(Months)                Low       2      5
                       High       9      6
<FN>


Sources:

(1) Cushman & Wakefield, Valuation Advisory Services, National Investor Survey
 Spring 2003

Note:
(1) The averages indicated reflect the average low and high investor response.

</FN>




This will be referenced in the balance of the Income Capitalization  Approach in
this report as it represents a portrayal of current investor requirements.


Going-In Capitalization Rate

The overall capitalization rates derived from the improved property sales are as
follows.



 CAPITALIZATION RATE SUMMARY
                                                  

                                   Date      Year                Capitalization
 No.     Property Name             of Sale   Built    Occupancy      Rate

 1       Cypress Point             Dec-03    1989       92.00%       7.33%
 2       The Ritz                  May-03    1990       98.00%       8.40%
 3       Sandpebble Village        Apr-03    1980       91.00%       9.00%
 4       Woodcreek                 Dec-02    1978       85.00%       7.47%
 5       Emerald Park Apartments   Nov-o2    1978     8600.00%       8.67%

Low                                                                  7.33%
High                                                                 9.00%
Average                                                              8.17%



Sale Three required no adjustment in the preceding  Sales  Comparison  Approach,
which lead one to conclude  its overall rate is the most  appropriate.  However,
trends in overall  rate shave been on a decline  and we cannot  apply an overall
rate to the subject based on one of the five sales.  The rest actually fall in a
lower range of 7.33 percent to 8.67 percent with an average of 7.97 percent.

In addition,  we have  considered the foregoing  Investor  Surveys  published by
Korpacz and Cushman & Wakefield, Inc. for competitive apartment properties.  Our
observations  and analysis suggest that a going-in  capitalization  rate of 8.00
percent represents reasonable investor criteria under current market conditions.

Extraordinary Capital Costs

While at the subject we observed  some of the exterior  walls,  which are stucco
over wood, and some balcony and patio walls were in need of paint.  We were also
told the roof on several  buildings  are leaking and there is ceiling  damage to
some of the  units.  In our  opinion  these are  areas  that will be noted by an
investor and should be addressed.  We were not provided  with  estimates for the
work  needed to correct  these  items.  Therefore,  we have  estimated a cost of
$2,000 per roof and $1,500 per building for painting.  The total per building is
$3,500 or $77,000 for the  complex.  However,  we were told by the owner some of
the roof repairs have been completed.  This can reduce the amount  necessary for
capital expenses. By the owners estimate the cost would be about $44,000 for the
items noted. It is rounded to $45,000.



Direct Capitalization Method Conclusion

In the Direct Capitalization  Method, we developed an opinion of market value by
dividing year 1 net operating  income by a 8.00 percent  overall  capitalization
rate. Our conclusion via the Direct Capitalization Method is as follows:




 DIRECT CAPITALIZATION METHOD
 Net Operating Income                    $858,809
                                                             

                                                   Rounded to
 Sensitivity Analysis                               Nearest
 (0.25'10 OAR Spread)                   Value       $25.000      $/Unit  $/SqFt

 Based on Low-Range of 7.75%           $11,081,406  $11,075,000  $43,974  $56.84
 Based on Most Probable Range of 8.00% $10,735,113  $10,725,000  $42,600  $55.06
 Based on High-Range of 8.25%          $10,409,806  $10,400,000  $41,309  $53.39

 Reconciled Stabilized Value           $10,735,113  $10,725,000  $42,600  $55.06
 Less: Rent Loss                                $0                    $0   $0.00
 Less: Deferred Maintenance                 44,0OO                  $175   $0.23

Indicated As Is Value                  $10,691,113  $10,700,000  $42,425  $54.83





                                          RECONCILIATION AND FINAL VALUE OPINION

Valuation Methodology Review and Reconciliation

This   appraisal   employs  the  Sales   Comparison   Approach  and  the  Income
Capitalization  Approach.  Based on our  analysis  and  knowledge of the subject
property  type and  relevant  investor  profiles,  it is our opinion  that these
approaches   would  be  considered   applicable   and/or  necessary  for  market
participants. The subject's age makes it difficult to accurately form an opinion
of depreciation and tends to make the Cost Approach unreliable. Investors do not
typically  rely on the Cost  Approach  when  purchasing  a property  such as the
subject of this report.  Therefore,  we have not  utilized the Cost  Approach to
develop an opinion of market value.

The approaches indicated the following:

 Cost Approach:                                 Not included
 Sales Comparison Approach:                      $9,875,000
 Income Capitalization Approach:                $10,700,000

We have given most weight to the Income  Capitalization  Approach  because  this
mirrors the methodology  used by purchasers of this property type.  However,  we
feel an investor will also investigate other market transactions. As a result we
feel the Sales  Comparison  Approach lends good support to the conclusion in the
Income Approach.

Based  on our  Complete  Appraisal  as  defined  by  the  Uniform  Standards  of
Professional  Appraisal Practice,  we have 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 13,
2004 was:

                   TEN MILLION SEVEN HUNDRED THOUSAND DOLLARS

                                  $10,700,000

The  implied  "going  in"  capitalization  rate is  8.00  percent,  the  overall
capitalization  rates derived from the improved  property sales are between 7.33
percent  and  9.00  percent,   averaging  8.17  percent.  The  implied  going-in
capitalization rate is in line with going-in  capitalization  rates indicated by
the sales and the most recent Investor Surveys.


 ASSUMPTIONS AND LIMITING CONDITIONS

"Appraisal"  means the appraisal report and opinion of value stated therein,  to
which these Assumptions and Limiting Conditions are annexed.

"Property" means the subject of the Appraisal.

"C&W'  means  Cushman &  Wakefield,  Inc.  or its  subsidiary  which  issued the
Appraisal.

"Appraiser" or "Appraisers" means the employee(s} of C&W who prepared and signed
the Appraisal.

General Assumptions

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   No opinion is intended to be expressed and no responsibility is assumed for
     the  legal  description  or for any  matters,  which 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 Appraisal or upon which the Appraisal is
     based has been gathered  from sources the Appraiser  assumes to be reliable
     and accurate.  Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information,  including the correctness of
     opinions, dimensions, sketches, exhibits and factual matters.

3.   The  opinion  of  value  is only as of the date  stated  in the  Appraisal.
     Changes  since that date in external and market  factors or in the Property
     itself can significantly affect property value.

4.   The  Appraisal  is to be used in  whole  and  not in  part.  No part of the
     Appraisal  shall  be  used  in  conjunction   with  any  other   appraisal.
     Publication  of the  Appraisal  or any  portion  thereof  without the prior
     written consent of C&W is prohibited.  Except as may be otherwise stated in
     the letter of engagement, the Appraisal 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  Appraisal  shall be conveyed to the
     public through  advertising,  or used in any sales or promotional  material
     without C&W's prior written consent.  Reference to the Appraisal  Institute
     or to the MAI  designation  is  prohibited,  except  as it  relates  to the
     collaboration  between C&W and the Appraisal Institute relative to the Real
     Estate Outlook publication.

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 Appraisal 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 analyzed in the Appraisal; 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  opinion  contained  in the
     Appraisal is based.

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



8.   The projected  potential  gross income  referred to in the Appraisal may be
     based on lease  summaries  provided  by the  owner  or third  parties.  The
     Appraiser has not reviewed  lease  documents and 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  projections of income and expenses are not  predictions of the future.
     Rather,  they are the  Appraiser's  opinion of current  market  thinking on
     future  income and  expenses.  The  Appraiser  and C&W make no  warranty or
     representation  that these  projections will  materialize.  The real estate
     market is constantly  fluctuating  and changing.  It is not the  Appraisers
     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  Appraisal,  envisages  for the future in
     terms of rental rates, expenses, supply and demand.

10.  Unless  otherwise  stated in the  Appraisal,  the existence of  potentially
     hazardous or toxic materials,  which may have been used in the construction
     or  maintenance  of the  improvements  or may be  located  at or about  the
     Property,  was not  analyzed 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 Appraisal,  compliance with the requirements
     of the Americans With  Disabilities Act of 1990 (ADA) has not been analyzed
     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.  Additional work requested by the client beyond the scope of this assignment
     will be  billed  at our  prevailing  hourly  rate.  Preparation  for  court
     testimony, update valuations,  additional research,  depositions, travel or
     other  proceedings  will be  billed at our  prevailing  hourly  rate,  plus
     reimbursement of expenses.

13.  The reader  acknowledges  that  Cushman &  Wakefield  of  Arizona  has been
     retained  hereunder as an  independent  contractor  to perform the services
     described  herein and nothing in this  agreement  shall be deemed to create
     any  other  relationship  between  us.  This  assignment  shall  be  deemed
     concluded and the services hereunder  completed upon delivery to you of the
     appraisal report discussed herein.

14.  This study has not been prepared for use in connection  with litigation and
     this document is not suitable for use in a litigation action.  Accordingly,
     no rights to expert testimony,  pretrial or other conferences,  deposition,
     or related  services are included with this  appraisal.  If, as a result of
     this  undertaking,  C&W  or  any  of  its  principals,  its  appraisers  or
     consultants  are requested or required to provide any litigation  services,
     such shall be subject to the provisions of the C&W engagement letter or, if
     not specified therein, subject to the reasonable availability of C&W and/or
     said  principals  or appraisers at the time and shall further be subject to
     the party or parties  requesting  or  requiring  such  services  paying the
     then-applicable professional fees and expenses of C& W either in accordance
     with the provisions of the engagement  letter or  arrangements at the time,
     as the case may be.



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 extraordinary assumptions.

Hypothetical Conditions

A  hypothetical  condition is defined 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 the integrity of data used in
an analysis." (USPAP 2001 Edition,  ASS of The Appraisal  Foundation,  1/1/2001,
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  assumptions  and  limiting  conditions,  and  are  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.   Robert J. Ryan, 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
     Robert J. Ryan, MAI is current.


/S/ ROBERT J. RYAN
- -------------------------
Robert J. Ryan, MAI
Director
Nevada Certified General Appraiser
License No. 00789
bob_ryan@cushwake.com
602-229-5904 Office Direct
602-229-5996 Fax