COMPLETE APPRAISAL OF
                                 REAL PROPERTY

                                 Cranberry Mall
                               Routes 27 and 140
                              City of Westminster
                            Carroll County, Maryland


                              IN A SUMMARY REPORT

                               As of January 1997


                   Shopco Regional Malls Limited Partnership
                          Three World Financial Center
                                   29th Floor
                            New York, New York 10285





                           Cushman & Wakefield, Inc.
                          Valuation Advisory Services
                         51 West 52nd Street, 9th Floor
                              New York, NY  10019







March 11, 1997



Shopco Regional Partners Limited Partnership
Three World Financial Center
29th Floor
New York, New York  10285

Re: Complete Appraisal of Real Property
    Cranberry Mall
    Routes 27 and 140
    City of Westminster
    Carroll County, Maryland

Shopco Regional Partners:

In  fulfillment  of our agreement as outlined in  the Letter  of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our Summary  Report estimating
the market value of  the  leased fee estate in the referenced real property.

As  specified  in  the Letter of Engagement,  the  value opinion reported below
is  qualified by certain  assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

This  report  has  been  prepared for  Shopco  Regional Partners ("Client") and
it is intended only for the specified use  of the Client.   It  may not be
distributed to or relied upon  by other persons or entities without written
permission of the Appraiser.

The  property was inspected by and the report was prepared by Jay F. Booth and
Richard W. Latella, MAI.

This  is  a  Complete  Appraisal in a  Summary  Report which  is intended  to
comply  with the reporting requirements  set forth under   Standards  Rule
2-2(b)  of  the  Uniform  Standards of Professional  Appraisal Practice for a
Summary Appraisal Report. As  such,  it  presents  only summary discussions  of
the data, reasoning,  and analyses that were used in the appraisal process to
develop   the  appraiser's  opinion  of  value. Supporting documentation
concerning the data, reasoning,  and analyses  is retained  in  the appraiser's
file.   The  depth  of discussion contained  in this report is specific to the
needs of the client and  for  the  intended use stated below.  The appraiser is
not responsible  for  unauthorized  use  of  this  report.   We are providing
this report as an update to our last analysis which was prepared  as  of
January 1, 1996.  As such,  we  have primarily reported  only changes to the
property and its environs over the past year.

As  a result of our analysis, we have formed an opinion that the market  value
of  the leased estate in the referenced property, subject  to the assumptions,
limiting conditions, certifications, and definitions, as of January 1, 1997,
was:

        FORTY TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS
                           $42,700,000

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

Respectfully submitted,

CUSHMAN & WAKEFIELD, INC.




/s/Jay F. Booth, MAI
Retail Valuation Group



/s/Richard W. Latella, MAI
Senior Director
Retail Valuation Group
Maryland Certified General
Real Estate Appraiser
License No. 10462



JFB:RWL:emf
C&W File No. 97-9011
                      SUMMARY OF SALIENT FACTS AND
                                  CONCLUSIONS

Property Name:                     Cranberry Mall

Location:                               Routes 27 and 140
                                        City of Westminster
                                        Carroll County, Maryland

Interest Appraised:                     Leased fee

Date of Value:                          January 1, 1997

Dates of Inspection:                    January 25, 1997
                                        January 26, 1997

Ownership:                              Shopco  Regional Malls
                                        Limited Partnership

Land Area:                              57.745(more/less) acres

Zoning:                                 P-RSC,  Planned  Regional
                                        Shopping Center

Highest and Best Use If Vacant:         Retail/commercial
                                        use   built  to  its
                                        maximum
                                        feasible FAR

As   Improved:                          Continued retail/commercial
                                        use as a regional shopping center

Improvements

Type:                                   Single level regional mall

Year   Built:                           1987; Montgomery
                                        Ward  added  in  1990;
                                        Cinema expanded in 1994.

GLA:
                                        Caldor            81,224 SF

                                        Leggett           65,282 SF

                                        Sears             70,060 SF

                                        Montgomery Ward * 89,260 SF

                                        Total Anchor
                                        Stores           305,826 SF

                                        Cinema            25,605 SF

                                        Mall Stores      194,271 SF

                                        Total GLA        525,702 SF

                                        Outpads **         5,600 SF


                                        * Includes 6,400 SF Auto Express

                                        ** Ground lease terms

Mall Shop Ratio:                        37.0%

Condition:                              Good

Operating Data and Forecasts

Current   Vacant Space:                 35,953 square feet

Current Occupancy:                      81.49%
                                        based on  Mall  Shop GLA,
                                        (Inclusive of pre-committed tenants)

Forecasted Stabilized Occupancy:        92.0%
                                        (exclusive  of
                                        downtime provisions)

Forecasted Date of Stabilized
Occupancy:                              October 1, 1999

Operating Expenses
(1996 Budget*):                         $2,835,016 ($14.59/SF of mall
                                        GLA)
(1997 Budget*):                         $2,972,268 ($15.30/SF of
                                        mall GLA)
(Appraiser's Forecast):                 $2,970,551 ($15.29/SF of
                                        mall GLA)

*   Net of Association Dues

Investment Assumptions
Rent  Growth Rate:                      Flat - 1997

                                        +2.0%  - 1998

                                        +3.0%  - Thereafter

Expense Growth Rate:                    +3.5%

Sales  Growth  Rate:                    +2.0% - 1997

                                        +2.5%  - 1998

                                        +3.0%  - Thereafter

Other Income:                           +3.0%
        Tenant Improvements
         New Tenants:                   $10.00/SF
         Renewing  Mall Tenants:        $ 3.00/SF
         Raw Space:                     $25.00/SF
        Leasing Commissions
         New Tenants:                   $ 4.00/SF
         Renewal Tenants:               $ 2.00/SF
        Vacancy  between Tenants:       6 months
Renewal Probability:                    60%
Terminal Capitalization Rate:           10.75%
Cost  of  Sale at Reversion:            2.00%
Discount Rate:                          12.75%

Value Indicators
Sales   Comparison Approach:            $40,000,000 - $42,000,000

Income Approach
        Discounted  Cash Flow:          $42,700,000

Value Conclusion:                       $42,700,000

Resulting Indicators
  CY  1997 Net Operating Income:        $4,551,504
  Implicit Overall Capitalization Rate: 10.66
  Price per Square Foot of Owned GLA:   $81.22
  Price per Square Foot of Mall
  Shop GLA:                             $219.80

Exposure Time Implicit in
Value Conclusion:                       Not more  than 12  months

Special Risk Factors:                   None

Special Assumptions:

1.   Throughout  this  analysis  we have  relied  on information provided by
ownership and management which we assume to  be accurate.   We  have been
provided with summary information only  for  new  leases in the form of a rent
roll  or lease abstracts.   We  have not been provided  with  actual lease
documents.   There has been some change to  the  tenant mix and  leasing status
since our last appraisal  report. All tenant  specific assumptions are
identified within the body of this report.

2.   During  1990, the Americans With Disabilities Act (ADA) was passed by
Congress.  This is Civil Rights legislation which, among  other  things,
provides for equal  access  to public placed   for  disabled  persons.   It
applied  to existing structures  as  of January 1992 and new construction as of
January   1993.   Virtually  all  landlords  of commercial facilities  and
tenants engaged in business that  serve the public have compliance obligations
under this law. While we are  not experts in this field, our understanding of
the law is  that  it  is  broad-based, and most existing commercial facilities
are  not in full compliance  because  they were designed  and  built  prior to
enactment  of  the  law. We noticed  no additional "readily achievable barrier
removal" problems but we recommend a compliance study be performed by qualified
personnel  to  determine  the  extent   of non- compliance and cost to cure.

     We  understand  that,  for an existing  structure  like the subject,
compliance can be accomplished in stages as all  or portions  of  the building
are periodically renovated. The maximum  required  cost  associated with
compliance- related changes  is 20 percent of total renovation cost.  A prudent
owner  would  likely include compliance-related charges  in periodic  future
common area and tenant area  retrofit. We consider   this  in  our  future
projections   of capital expenditures and retrofit allowance costs to the
landlord.

3.   The  forecasts of income, expenses and absorption of vacant space  are not
predictions of the future.  Rather, they are our  best  estimates  of current
market thinking  on future income,  expenses  and  demand.   We  make  no
warranty  or representation that these forecasts will materialize.

4.   Please  refer  to  the  complete  list  of  assumptions and limiting
conditions included at the end of this report.

TABLE OF CONTENTS


Page

PHOTOGRAPHS OF SUBJECT PROPERTY                 1-2

INTRODUCTION                                    3
  Identification of Property                    3
  Property Ownership and Recent History         3
  Purpose and Intended Use of the Appraisal     3
  Extent of the Appraisal Process               3-4
  Date of Value and Property Inspection         4
  Property Rights Appraised                     4
  Definitions  of Value, Interest
  Appraised, and Other Pertinent Terms          4-5
  Legal Description                             5

REGIONAL ANALYSIS                               6-14

LOCATION ANALYSIS                               15

RETAIL MARKET ANALYSIS                          16-22

THE SUBJECT PROPERTY                            23

HIGHEST AND BEST USE                            24

VALUATION PROCESS                               25

SALES COMPARISON APPROACH                       26-45

INCOME APPROACH                                 46-80

RECONCILIATION AND FINAL VALUE ESTIMATE         81-82

ASSUMPTIONS AND LIMITING CONDITIONS             83-84

CERTIFICATION OF APPRAISAL                      85

ADDENDA                                         86

    National Retail Overview
    Operating Expense Budget (1997)
    Tenant Sales Report (1996)
    Pro-Ject Lease Abstract Report
    Pro-Ject Prologue Assumptions Report
    Pro-Ject Tenant Register Report
    Pro-Ject Lease Expiration Report
    ENDS Full Data Report for Primary and Total Trade Area
    C&W Investor Survey
    Appraisers' Qualifications
                               PHOTOGRAPHS OF SUBJECT
PROPERTY

PHOTOGRAPHS OF MALL

Exterior view of Leggett store.

Exterior view of Montgomery Ward.

Exterior view of Caldor.

Exterior view of Casa Rico and potential Baltimore Gas
and Electric.

INTRODUCTION

Identification of Property
The  subject  property is the Cranberry Mall, a single level enclosed mall with
a gross leasable area (GLA) of 525,702 square feet.   This  amount represents
the most recent estimate  of the subject's  area  based  upon  a  compilation
of  recent leasing activity.   Developed by the Shopco Group,  the  mall opened
in March  1987.   It  is  located  on a  57.745  acre  site  at the
intersection of Routes 27 and 140, the premier retail location in the  City  of
Westminster.  Westminster is the  county seat  of Carroll County, one of the
fastest growing counties in Maryland.

The  Cranberry  Mall  is  anchored by Caldor  (81,224 square feet),  Leggett
(65,282 square feet), Sears (70,060 square feet), and  Montgomery  Ward (89,260
square feet).   This  latter store opened  in October 1990 and includes a
freestanding 6,400 square foot  Auto Express.  All four department stores are
owned by the partnership.  Altogether, anchor stores occupy a total of 305,802
square  feet  or, 58.2 percent of the center's GLA.  Mall stores occupy  a
total  of  194,271 square feet.  There  are  also two outparcels which are
currently improved, as well as cinemas.

    Since  its opening, Cranberry Mall has maintained a 75.0  to 80.0 percent
occupancy but has not been able to breach this level for  any  extended period
of time.  Since our appraisal in 1996, the mall has maintained an occupancy
level of about 81.0 percent. Comparable mall shop sales for stores in operation
twelve months or  more  declined slightly, falling by 1.7 percent in 1995. In
1996, comparable store sales remained flat.

Property Ownership and Recent History
    Title to the subject is held by Shopco Regional Malls Limited Partnership.
This title was acquired on October 11,  1988 from the  Cranberry Limited
Partnership.  The total consideration paid was  $53,847,500 in 1990 as recorded
in Deed Book 1100, Page 530. The  subject property was developed by The Shopco
Group  and was essentially completed in 1987 with Ward's opening in 1990.

Purpose and Intended Use of the Appraisal
    The purpose of this appraisal is to estimate the Market Value of the leased
fee interest in the subject property, as of January 1,  1997.  Our analysis
reflects conditions prevailing as of that date.   On  January 25, 1997 Jay F.
Booth inspected  the subject property  and  its  environs, Richard W.  Latella
inspected the property on January 26, 1997.  The function of this appraisal  is
to  provide  an independent valuation analysis and to assist  in monitoring
ownership's investment in the property.

Extent of the Appraisal Process
In the process of preparing this appraisal, we:

    -Inspected the exterior of the
building and the site improvements and a representative sample of tenant
spaces.
    -Interviewed representatives of the
        property management company, Shopco.

    -Reviewed leasing policy, concessions, tenant build-out allowances and
history of recent rental rates and occupancy with the mall manager.

    -Reviewed a detailed history of income and expense and a budget forecast
for 1996 including the budget for planned capital expenditures and repairs.

    -Reviewed a current independent market study and demographics prepared by
Equifax National Decision Systems.

    -Conducted  market  research of occupancies, asking rents, concessions and
operating expenses at competing retail properties including interviews with
on-site managers and a review of our own data base from previous appraisal
files.

    -Prepared a detailed discounted cash flow analysis for the purpose of
discounting a forecasted net income stream to a present value.

    -Conducted market inquiries into recent sales of similar regional malls to
ascertain sale prices per square foot, net income multipliers and
capitalization rates. This process involved telephone interviews with sellers,
buyers and/or participating brokers.

    -Prepared Sales Comparison and Income Approaches to value with a
reconciliation of each approach and a final value conclusion presented.

Date of Value and Property Inspection
On  January  25,  1997  Jay F. Booth  inspected  the subject property  and  its
environs.  On January  26,  1997 Richard  W. Latella,  MAI  inspected the
property.   Our  date  of value  is January 1, 1997.

Property Rights Appraised
    We have appraised a leased fee estate.

Definitions of Value, Interest Appraised, and Other
Pertinent Terms
    The  definition  of  market  value  taken  from  the Uniform Standards  of
Professional Appraisal Practice of  the Appraisal Foundation, is as follows:

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

    1.Buyer  and seller are typically motivated;

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

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

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

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

    Exposure Time
    Under Paragraph 3 of the Definition of Market Value, the value  estimate
presumes  that  "A  reasonable  time is allowed  for exposure in the open
market". Exposure time is  defined as the estimated 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  following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

    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.

    The following definitions are taken from various sources:

    Market Value As Is on Appraisal Date
    Value of the property appraised in the condition observed upon  inspection
and as it physically and legally exists without   hypothetical   conditions,
assumptions, or qualifications on the effective date of appraisal.

Legal Description
    A legal description is retained in our files.


REGIONAL ANALYSIS

MAP SHOWING LOCATION OF MALL WITH WASHINGTON D.C. AND BALTIMORE METROPOLITAN
AREAS INCLUDED

Baltimore Metropolitan Area
    The  subject  property is located in the City of Westminster, Carroll
County,  in  the  northeast quadrant  of  the Baltimore Standard  Metropolitan
Area.  The Baltimore Standard Metropolitan Area  (MSA) is defined by the U.S.
Department of Commerce, Bureau of  the  Census,  to include Baltimore City and
the counties  of Baltimore,  Howard,  Anne  Arundel, Harford,  Carroll  and
Queen Anne's.   Queen Anne's County was added to the Baltimore MSA  in 1983. In
total,  the  Baltimore MSA encompasses  2,618 square miles.

Population Base
    A  significant indicator of change within a regional economy is  the  rate
of growth or decline in an area's population base. This  has  a  direct  and
obvious effect on real  estate values. Since  the supply of land is fixed, the
demand for real property will  be  affected by an increase or decrease in  the
population base.  The pattern, in turn, is reflected in values for the whole
spectrum of property types within the region.

    In  addition  to  the  more obvious relationship changes  in population and
property values, there are a  variety  of other factors  which  should  also be
considered.  Accordingly, the specific location of the subject property
relative to the trends within  the  population  base  must  be  closely
examined. For example,  a  city  with  a  declining  population  base  may be
experiencing  a  rise  in  property values  due  to  its growing importance as
an employment center.  Also, the average household size  within  an  area, when
considered  along  with population trends,  gives a good indication of
potential demand for housing as well as goods and services within the area.

    The  chart below illustrates the continuing movement from the city  into
outlying counties.  The City of Baltimore demonstrated an  overall  11.9
percent decline in population in the  1980- 1995 period,  equivalent to a 0.84
percent compound  annual decrease. The  MSA  as a whole, however, had a modest
12.5 percent increase in population growth between 1980 and 1995.

                    Population Changes
                       Baltimore MSA
                     1995        1980     Percent
Baltimore MSA    2,475,052   2,199,497       12.5
Anne Arundel       463,733     370,775       25.1
Baltimore          715,986     655,615        9.2
County
Baltimore City     693,249     786,741     (11.9)
Carroll            139,691      96,356       45.0
Harford            206,517     145,930       41.5
Howard             219,313     118,572       85.0
Queen Ann's         36,563      25,508       43.3

Source: CACI: The Sourcebook of County Demographics


    It  is anticipated that this growth trend will continue into the
foreseeable future.  According to CACI, the Baltimore MSA  is anticipated  to
increase its population base by 4.5 percent  to 2,587,057 through 2000.  The
more rural counties such as Carroll, Harford  and  Howard will continue to see
the largest percentage increases.

Employment Characteristics
    Until  1960,  the  majority  of  Baltimore's  workforce was employed  by
manufacturing industries.  Centered around the Port of  Baltimore,  shipping
and steel manufacturing were  among the major economic activities in the
region.  With the redirection of the national economy, many firms such as
Bethlehem Steel, General Motors  and  Maryland Dry Dock began to suffer  and
consequently laid  off  several  thousand workers  or  ceased  operations all
together.

    Baltimore has been slowly restructuring its economy, creating new jobs to
fill the void left by the deterioration of the smoke- stack  industries.  The
following chart illustrates the shifting of employment from the manufacturing
sector to the service sector during the past three decades.

                       Employment Trends
                         Baltimore MSA
                       1960           1990             1995 *        1996 *
                         % of             % of            % of            % of
                  Nos.  Total      Nos.   Total      Nos.  Total     Nos. Total
Construct.        37.5   6.0       73.5     6.3      130.3  10.9     130.4 10.9

Manufact.        199.0  31.6      126.9    10.9      103.9   8.7     102.1  8.6

Util./Tran.       55.4   8.8       56.3     4.9       55.8   4.7      54.8  4.6
Post.

Retail/Wholesale 126.7  20.1      274.9    23.7      264.2  22.1     265.1 22.2

Finance/Insurance 32.8   5.2       75.8     6.5       70.7   5.9      68.6  5.8

Service           82.8  13.2      333.6    28.7      357.4  30.0     362.5 30.4

Government        94.8  15.1      219.4    18.9      211.0  17.7     209.2 17.5

Total          629,000   100  1,160,400     100  1,193,300   100 1,192,700  100

* Data as of June of each year

Source: U.S. Department of Labor, Bureau of Labor Statistics


    Over  the period 1990-1996, the metropolitan area added only 32,300  jobs,
an  increase of 2.8 percent or  0.50  percent per annum.   Compared to gains in
other comparably sized metropolitan areas, this growth could be characterized
as below average. Over the  past  year (1995 - 1996), total employment actually
declined by  600 jobs.  The City of Baltimore lost 2,500 jobs during this
period.

    According  to  WEFA, a recognized economic  consulting firm, Metropolitan
Baltimore has been faring worse than the state as  a whole.   The metro area is
now one of the weakest in the nation. Manufacturing  continues to shed jobs and
non-manufacturing has not  been  able to offset the weakness in manufacturing.
Tourism has  kept retail trade activity in the positive column, but there is no
sector of its economy generating sufficient stimulus  to pull  it  forward.
During the past year, the greatest employment gains  were realized in the
Service section, with 5,100  net new jobs,  or  an  increase  of 1.4 percent.
Other  job  gains were realized  in Construction (+ 100) and Retail and
Wholesale Trade (+  900).  Manufacturing lost 1,800 jobs, transportation was
down by  1,000, FIRE declined by 2,100 jobs, and Government shed 1,800 jobs,
during the year.

    In  the  past, the traditional sources of job growth  in the Baltimore
economy   were  manufacturing   and transportation. Manufacturing employment in
Baltimore has been in decline for the past  fifteen years, a trend that does
not appear to be changing. In  fact,  the  Baltimore  manufacturing sector  has
surrendered 24,800 jobs since 1990.  While the rate of decline is expected to
slow, the erosion of manufacturing jobs from the local economy is expected to
continue.

    Transportation,  another  important industry  to Baltimore's economy, is
not in decline, but is not creating jobs. Efforts to stabilize  the Port of
Baltimore have met with some  success and railway operations are still a
significant component of the local transportation   sector.    But   the
reality   is   that the transportation  industry  nationally  is  not  expected
to grow significantly and among older port cities, Baltimore still has  a cost
disadvantage.

    As  of June 1996, the unemployment rate for Baltimore was 5.9 percent
versus  5.5  percent  for U.S.   The  unemployment rate improved  slightly over
the previous year's rate of  6.2 percent (June 1995).

    Baltimore's  private sector economy is now more  broad based than  five
years ago with services, manufacturing and technology related   businesses
represented.   This   economic diversity manifests itself in the varied types
of industries based  in the region.   The manufacturing industry still
maintains a presence, along   with  high-tech  contractors,  educational
institutions, retailers and financial institutions.

                           Top Ten Private Employers
                                 Baltimore MSA
           Company Name                            No. of
                                                 Employees
The John Hopkins University & Hospital            21,000
Westinghouse Electric Company                     15,900
MNC Financial                                      9,500
Bethlehem Steel Company                            8,000
Baltimore Gas & Electric Company                   7,900
Giant Food, Inc.                                   6,400
C&P Telephone Company                              5,300
University of Maryland Medical System              4,500
Blue Cross & Blue Shield of Maryland               4,500
University of Maryland at Baltimore                4,500

Source: Baltimore Business Journal Book of Lists


    Currently, the State of Maryland ranks third in total number of  U.S.
biotech firms.  Specific areas of concentration include agriculture,
pharmaceuticals,  biotech  supplies   and medical supply,   service   and
device  companies.   Collectively, the Baltimore/Washington area has more
scientists and engineers than any other region of the country.

    The  Baltimore  region  is a major center  for  life science research,
business and commerce.  Acting as a catalyst  in this evolutionary  movement is
Johns Hopkins University,  the largest federally  supported research university
in  the  United States. Along  with its world renowned medical institutions,
John Hopkins is  the  region's top employer.  Other institutions participating
and  expanding into life science research include the University of  Maryland
Baltimore,  Morgan State University,  the Maryland Biotechnology  Institute and
the National  Institute  of Health (NIH).   The NIH has awarded more federal
funds to the Baltimore- Washington  Common Market for biomedical research and
development than  any other CMSA in the nation.  The following chart outlines
the  amount and geographic distribution of these federal research and
developmental funds.

                              Total R & D     National
   Institution                   Funds          Rank
                                (000's)
Johns Hopkins University *      $648,385          1
MIT                             $287,157          2
Cornell University              $286,733          3
Stanford University             $295,994          4
University of Wisconsin         $285,982          5
University of MD, College Park  $159,510         26
University of MD, Baltimore     $ 75,000         65

*   Figures   include  the  Applied   Physics Laboratory


    Not  surprising, these large amount of funds  have attracted private sector
groups involved in biotechnology  research. As mentioned,  the state ranks
third in the nation in the percentage concentration   of  biotech  firms. Such
companies   as Nova Pharmaceuticals,  Martek, Crop Genetics and  major
divisions  of Becton  Dickinson  and  W.R. Grace operate within  the Baltimore
region.

    The  following bullet points outline some of the significant economci
occurrences in the Baltimore metropolitan area.

    - The  area's two major utilities (Baltimore Gas & Electric and Potomac
Electric Power Company) plan a merger effective in early 1997 which could
eliminate 1,200 area jobs.

    - New developments at Fort Meade military base include a $30 million
Defense Information School with a student population of 4,000 (1997 completion)
and plans for a $44 million EPA laboratory and office building (1998
completion).

    - Relocation of the Robert Gallo Institute for Human Virology to the
University of Maryland Biotechnology Institute in downtown Baltimore.  The
Institute employs 300 professionals.

    - Construction of a  $98 million Comprehensive Cancer Center on the John
Hopkins Hospital campus (1998 opening).

    - Expansion of T. Rowe Price with the addition of 33 acres near their
Owings Mills complex and construction of the first two of five total buildings
(1997 completion).

    - Construction of a new $190 million football stadium to house the
Baltimore Ravins (formerly Cleveland Browns) with completion scheduled for Fall
1998.

    - Completion of the $151 million expansion of the Baltimore Convention
Center from 425,000 square feet to 1.2 million square feet.

    - New Inner Harbor developments include the $160 million Christopher
Columbus Center for Marine Research and Exploration (1997 scheduled opening),
the 80,000 square foot Port Discovery children's museum, and plans for a
160,000 square foot entertainment complex on the former Six Flags property.

    - Expansion of the Baltimore- Washington Airport adding a $110 million
International terminal.

    - Extension of light rail service to Penn Station with connections to
Amtrak and MARC trains; the new international terminal at the
Baltimore-Washington Airport, with connections to downtown Baltimore; and to
Hunt Valley.

Income

The  long  term ability of the population within an area to satisfy  its
material  desires for goods and  services directly affects  the price  levels
of real estate and  can  be measured indirectly  through retail sales.  One
measure  of  the relative wealth of an area is average household disposable
income which is available  for the purchase of food, shelter, and durable
goods. In order to present a better understanding of the relative wealth of the
component jurisdictions in the Baltimore  MSA,  we have examined  the effective
buying power income  of  the region  as reported  by Sales  & Marketing
Management's  Survey  of Buying Power.   Effective buying income is essentially
income after all taxes or disposable income.

    According to the Survey of Buying Power - 1996, the Baltimore MSA  had  a
median household Effective Buying  Income (EBI)  of $36,955, ranking it as the
43rd highest metropolitan area in the country.  Among components, the median
household EBI varied from a  low  of $24,980 in the City of Baltimore, to a
high of $52,244 in  Howard County.  Anne Arundel had the second highest
household EBI  ($43,201), followed by Carroll County ($40,925), and Harford
($39,232).

                Effective Buying Income
                     Baltimore MSA
                 (000's)        Median
                Total EBI     Household
                                 EBI
BALTIMORE MSA    $39,957,665      $36,955
Anne Arundel     $ 8,045,372      $43,201
Baltimore County $12,921,988      $38,677
Baltimore City   $ 8,308,138      $24,980
Carroll          $ 2,188,549      $40,925
Harford          $ 3,188,794      $39,232
Howard           $ 4,708,582      $52,244
Queen Anne's     $   602,242      $37,361

Source:  Sales  &  Marketing  Management, 1996 Survey of Buying Power


    An  additional measure of the area's economic vitality can be found  in
income level distribution.  Approximately 32.2 percent of  all  households have
effective buying income  in excess  of $50,000.   This  ranges  from a high of
53.3  percent  in Howard County  to  a  low  of  18.1 percent in the  City  of
Baltimore, mirroring median household EBI.

    A region's effective buying income is a significant statistic because  it
conveys the effective wealth of the consumer. This figure alone can be
misleading, however, if the consumer does not spend   money.    Coupling
Baltimore's  EBI  with   the area's significant  retail sales and strong buying
power  index, it  is clear  that  residents do spend money in the retail
marketplace. The  Baltimore MSA ranks 19th in retail sales, 17th in effective
buying  income and 18th in buying power.  These statistics place the Baltimore
MSA in the top 5.0 percent in the country.

Retail Sales
    Retail sales in the Baltimore Metropolitan Area are currently estimated  to
exceed  $21.7  billion  annually.   As previously stated,  Baltimore ranked
19th nationally in total  retail sales for  1995,  the  last  year  for which
statistics  are currently available.  Retail sales in the metropolitan area
have increased at  a  compound  annual  rate of 4.28 percent  since  1989; 5.64
percent per year since 1992.


                  Retail Sales
          Baltimore Metropolitan Area
                (In Thousands)

                 Metropolitan
     Year         Baltimore    % Change
     1989        $16,905,854      ---
     1990        $17,489,333    +3.45%
     1991        $17,484,100   - 0.03%
     1992        $18,446,721    +5.51%
     1993        $19,610,884    +6.31%
     1994        $20,720,649    +5.66%
     1995        $21,744,811    +4.94%

Compound Annual +4.28% Change

Source: Sales and Marketing Management 1990-1995

Transportation
    Baltimore is centrally located in the Mid-Atlantic Region and has
convenient  access to both east coast and  midwest markets. The  area is served
by an extensive transportation network which consists  of highway, rail lines,
airports, seaports, and public transportation.

    The  Baltimore  MSA  is traversed by a series  of  multi- lane highways.
Interstate  95  runs  north-south   connecting the Northeast  corridor with
Florida and, along with  the Baltimore- Washington Expressway, provides a link
between the Baltimore and Washington beltways.  Interstate 83 provides access
to  New York and  Canadian  markets.   Interstate  70  connects  the Port  of
Baltimore  with Pittsburgh and the Midwest.  Finally,  all major arterials  are
accessible from Interstate 695, Baltimore's five lane  beltway.    The
following  chart  illustrates Baltimore's proximity to the east coast and
midwest markets.

 Highway Distance from Baltimore
Boston                 392 miles
Chicago                668 miles
New York               196 miles
Philadelphia            96 miles
Pittsburgh             218 miles
Richmond               143 miles
Washington, D.C.        37 miles
Source:  Department of Economic  & Community Development


    The  Baltimore  region  is served by  five  major  and three shortline
railroads including AMTRAK, Chessie System Railroads, ConRail,  and  Norfolk
Southern Railroad.   Nearly  610 railroad route miles traverse the region.
AMTRAK service, originating out of Pennsylvania Station, provides access
throughout the Northeast corridor,  including  Washington,  Philadelphia,  New
York and Boston.   Frequent commuter service between Washington, D.C. and
Baltimore  is  provided by Maryland Rail Commuter  (MARC), which operates
between Baltimore, Camden, and Pennsylvania Stations and Washington  Union
Station, making intermediate  stops  at, among others, Baltimore/Washington
International Airport (BWI). These stations  are linked to their respective
center cities by metro- rail and metro-bus systems.

    Baltimore's  buses connect nearly 80 miles of  the  city and provide access
to Annapolis, Maryland's state capital.  The newly completed  subway system
links Baltimore's downtown  region with the northwesterly suburbs, traveling 14
miles, originating at the Inner  Harbor  and terminating at Owings Mill.   A
multi- million dollar  addition has been approved that will extend the existing
subway from the Inner Harbor to Johns Hopkins Hospital. Proposed is  a  27 mile
long light rail system which will  connect Hunt Valley to the north with Glen
Burnie to the south, plus a spur to BWI  Airport.   This rail line will be a
state-of-the-art, above ground rail system, electrically powered by overhead
wires. The new line will run through downtown Baltimore and the Inner Harbor
and will share a common station with the existing subway line  at Charles
Center.

    The  Baltimore/Washington  International  Airport  (BWI) is located in the
southerly portion of the Baltimore region in Anne Arundel  County, ten miles
from downtown Baltimore.   The modern airport  hosts  18  passenger airlines
that  provide  direct air service to 135 cities in the United States and
Canada.  U.S. Air is  the  major  carrier at BWI, having 45  gates  with  over
170 flights  a  day in and out of BWI.  BWI also provides service  to air
freight  carriers  with its 100,000 square  foot  Air Cargo Complex.   When
compared  with Dulles  and  Washington National Airport, BWI services 32.0
percent of commercial passengers, 38.1 percent  of  commercial operations, and
57.3 percent  of freight customers.   BWI has spawned the development of 15 new
business parks and several hotels, has created nearly 10,000 jobs, and has
generated a statewide economic impact of $1.7 billion in the form of  business
sales made, goods and services purchased, and wages and taxes paid.

    Baltimore's  water port stretches over 45 miles of developed waterfront and
reaches a depth of 42 feet.  With its six million square  feet of warehousing
and five million square feet of cold storage, the port receives 4,000 vessels
yearly.  These extensive facilities  can  accommodate general, container, bulk
and break bulk  cargoes; it is the second busiest containerized cargo port in
the  Mid-Atlantic and Gulf-Coast regions.  Additionally, the port  is  the
second largest importer and exporter of  cars and trucks in the United States.
The Port of Baltimore is closer  to the  midwest  than  any  other east  coast
port  and within  an overnight  drive of one-third of the nation's population.
These are  some  of  the reasons that the port has become  a preferred
destination for Pacific rim countries.

Real Estate Market Trends
    Office   vacancy  rates  throughout  the  metropolitan area declined  to
15.0  percent as of the second  quarter  1996, the lowest  overall  rate  since
mid-1988.   The  downtown submarket continued to show the highest availability
(21.3 percent), while the  suburban  sector  showed an overall  vacancy  of
only 11.0 percent.    Some   new   development,  both   build-to-suit and
speculative, is occurring in the suburban west and south sectors.

    The  industrial  market showed signs of  slowing  during the first  half of
1996, with net negative absorption after two years of  strong leasing activity
and positive absorption.  The overall metro  vacancy rate was reported at 15.0
percent.   Much  of the increase   in   availability  was  attributed  to
Merry-Go- Round vacating their 800,000 square foot facility after following
into bankruptcy.   New speculative development continued to occur  in spite of
the decline in occupancy.

    In the retail property sector, caution is the operative word. According to
KLNB Commercial Real Estate Services as reported  in the  Real  Estate  Index,
national retailers such  as  Best Buy, Michaels  Stores, and Best Products have
cut back the number  of stores  they  plan  to  open in the area.  Other
retailers have pulled  away from the market altogether.  Target (Dayton Hudson)
is  an exception with plans to add seven stores in the Baltimore- Washington
D.C. area.  Power Centers dominate new construction. Overall   vacancy   in
good   quality   grocery/drug anchored neighborhood centers was reported at
below 3.0 percent.

    Overall, the real estate markets are generally showing signs of
strengthening, although the industrial sector  most recently experienced  a
decline in leasing activity compared  to previous years.   The  greatest
improvements were realized in  the office sector.  The retail market is
considered to be relatively stable, with limited new development anticipated
during the near term.

Conclusions
    The  overall outlook for the Metropolitan Baltimore Area  is cautiously
optimistic.  The economic trends of the past 20 years have  profoundly impacted
the development of the  Baltimore MSA. The service sector has filled some of
the void left by the demise of  the  heavy  industries albeit with lower paying
jobs. The manufacturing  industries, after a long decline,  have begun  to
stabilize.   With resources being directed into urban industrial parks and
enterprise zones, basic industry will continue to play an integral role in the
region's economy.  However, the future is in  the high-tech/bio-tech
industries.  Funds have been allocated by government to join private
institutions, such as Johns Hopkins and private sector technical firms, in
order to make Baltimore  a national center for research and development.

    A  healthy  economy is the key ingredient to a  healthy real estate market.
Over  the past several  years,  growth  in the Baltimore-Washington  real
estate  market  has  been considered strong,  with  rapid escalation in the
values of  both  land and buildings.  On a national and international level,
the Baltimore- Washington  market  is  recognized as one of  the  stronger real
estate  markets.   However, within the past 30 months,  the real estate  market
has slowed somewhat.  Most real  estate analysts anticipate a two to three year
period of slow to moderate growth before the current market is back in balance.

    From   a   real   estate  perspective,  increasing consumer confidence  can
have only positive effects on housing  and those who manufacture and distribute
consumer goods.  Thus, residential real  estate,  manufacturing plants,
distribution facilities and retail  complexes  serve to benefit.  Low interest
rates are  a bonus  to the real estate market though lending criteria remains
somewhat  selective.   Chronic lagging job  growth, particularly among  office
workers, continues to adversely affect  the office rental market.

    Baltimore's  housing  activity  declined  by  more  than the statewide
average since the mid-1980s as manufacturing job losses were  concentrated in
the metro area.  This devastated employment in  the  construction  sector.
There was a  modest recovery  in housing starts from the recession trough of
11.7 million units in 1991,  but  they only reached 13.8 million in 1993.   Job
losses have  depressed housing activity and multi-family housing permits were
down  by 26.9 percent through mid-1996.   Nonetheless, the 1996  median  home
price  increased 5.1  percent  over 1995  to $114,600.  Non-residential
construction is providing some support to  the  overall construction sector due
to the work  on several large  projects.   Non-residential permit  values  were
up 85.0 percent in 1995 from 1994 levels.

    On  balance, the Baltimore region benefits from a relatively diversified
economic base which should protect the  region from the  effects of wide swings
in the economy.  Over the  long- term, the  region's  strategic location along
the eastern seaboard and its  reputation as a major business center should
further enhance the  area's outlook.  Thus, while the current short term
economic outlook  may  cause real estate values to remain stable,  a more
optimistic long term outlook should have positive influences upon real estate
values.

Summary
    - Baltimore  is the 19th largest metropolitan area in the country.  Just by
sheer size, the region represents a broad marketplace for all commodities
including real estate.
    - The region's economy is diversified with the service industries now the
largest single sector; manufacturing has stabilized after three decades of
decline.  The outlook for continued expansion and investment in the
biotechnology field is excellent led by the renowned John Hopkins University.

   - Regional economic trends point toward an era of modest growth which, over
time, should eventually alleviate the current imbalance between supply and
demand for some types of real property.  However, only those with a desirable
location and functional design will outperform inflation in the general
economy.

MAP of Westminster showing subject property (NOT INCLUDED).

LOCATION ANALYSIS

    Cranberry  Mall  is located in Westminster, Maryland  in the northern
portion of Carroll County.  Westminster is the largest of  six  regional
planning  districts  in  the  county, with  a population of approximately
28,517.  The mall is situated at the crossroads  of two highways, Route 140 and
Route 27.   Route 140 runs  between  Pennsylvania, Westminster,  and Baltimore,
while Route 27 extends from Manchester to Mount Airy.  The mall is also
accessible  from  Route 97 which extends from Montgomery County, Maryland to
Gettysburg, Pennsylvania.

    Carroll  County  resides  in the  Piedmont  region  of north central
Maryland between Baltimore and Frederick counties. It is Maryland's  third
fastest growing county, primarily  due  to the migration  of  city  residents
into the  suburbs. Baltimore  is approximately  25(m/l) miles from the
Westminster area  (35(m/l) minute drive)  and  20(m/l) miles from Frederick,
Pennsylvania (30 (m/l) minute drive).

    Cranberry  Mall  anchors Carroll County's primary commercial hub  along
Route 140.  This strip is developed with neighborhood strip centers, fast food
restaurants, service establishments, and other commercial uses.

    There  has  been  little change to the area  since  our last appraisal
although some new development has occurred or  is on- going.   Most notably,
Dayton Hudson opened a Target store on  a site  situated  at  Routes 97S and
140 in July 1996. Management reports  that the store hasn't had a material
impact at Cranberry Mall, although sales at Caldor dropped slightly in 1996. We
are advised that Carroll County planning officials are considering  a growth
moratorium  in view of the burden being  imposed  on the existing
infrastructure, particularly the utility systems.

RETAIL MARKET ANALYSIS

Trade Area Analysis
    Overview
    A  retail center's trade area contains people who are likely to  patronize
that particular center.  These customers are drawn by  a  given class of goods
and services from a particular tenant mix.   A  center's  fundamental  drawing
power  comes  from the strength of the anchor tenants as well as the regional
and local tenants  which complement and support the anchors.  A successful
combination of these elements creates a destination for customers seeking  a
variety  of  goods and services  while  enjoying the comfort and convenience of
an integrated shopping environment.

    In  order  to  define  and  analyze Cranberry  Mall's market potential,  it
is important to first establish the boundaries  of the primary and secondary
trade areas from which the subject will draw its customers.  In some cases,
defining the trade areas may be  complicated  by the existence of other retail
facilities  on main  thoroughfares  within  trade areas  that  are  not clearly
defined  or  whose trade areas overlap with that of the subject. This  is true
to some extent with the subject which competes with the North Hanover Mall, the
Mall at Owings Mills, and to a lesser degree, the Francis Scott Key Mall in
Frederick.

    Once  the trade area is defined, the area's demographics and economic
profile can be analyzed.  This will provide key insight into  the  area's
dynamics as it relates to Cranberry Mall. The sources  of  economic and
demographic data  for  the  trade area analysis  are  as  follows:  Equifax
Marketing  Decision Systems (ENDS),  Sales and Marketing Management's Survey of
Buying Power 1985-1995,  The  Urban  Land Institute's  Dollars  and Cents  of
Shopping   Centers  (1995),  CACI,  The  Sourcebook   of County Demographics,
The Census of Retail Trade, and demographic reports prepared by Mas Marketing,
Inc.

Scope of Trade Area
    Traditionally,   a  retail  center's  sales   are primarily generated  from
within its primary trade area, which is typically within  reasonably  close
geographic  proximity  to  the center itself.  Generally, between 55 and 65
percent of a center's sales are generated within its primary trade area.  The
secondary trade area  generally refers to more outlying areas which provide
less frequent customers to the center.  Residents within the secondary trade
area are more likely to shop closer to home due to time and travel constraints.
Typically, an additional 20 to 25 percent of a  center's  sales  will be
generated from within  the secondary area.  The  tertiary trade area refers to
more distant areas  in which  occasional customers to the mall reside.  These
residents may be drawn to the center by a particular service or store which is
not found locally.  Industry experience shows that between 10 and  15  percent
of a center's sales are derived from customers residing outside of the trade
area.

Trade Area Definition
    According to the most recent consumer survey,  Cranberry Mall draws  from
an expansive trade area that comprises a 15  zip- code region  roughly  bounded
on the south by I-70; on  the north  by Littlestown, Pennsylvania; on the east
by I-83; and on  the west by  Highway  15.   This area includes an irregular
configuration which  generally imposes limits of 10 to 15 miles from the mall.
The  survey indicates that approximately 75 percent of the mall's customer base
reside   within  the  closer   communities of Westminster,  Manchester,
Skyesville, Finksburg,  Hampstead, New Windsor   and  Taneytown.   The
secondary  trade  area includes quadrants  to the northwest (Littlestown, PA),
small pockets  to the  northeast,  and a more expansive area to the
west/southwest. These  communities use the mall less frequently as they are
more impacted  by  travel considerations due to the  absence  of good highway
facilities or alternative shopping centers.

    These reports are very useful and help establish a basis for our
independent analysis of the mall's trade area.  Based on area traffic patterns,
accessibility,  geographical constraints, surrounding  residential  development
and  competing commercial establishments, we believe that the Cranberry Mall's
total trade area  extends  for a radius of approximately 15  miles  from the
mall, similar to the customer survey provided.

    Although  the  report is somewhat dated, there have been  no significant
competitive, demographic or locational changes which would cause us to change
this zip code distribution in this 1996 update.

    Accordingly,  we have elected to analyze the subject's trade area  based
upon  the zip codes provided.  The  following is  a listing of zip codes in the
subject's primary trade area.

            Cranberry Mall
          Primary Trade Area
21048 Finksburg       21074 Hempstead
21102 Manchester      21157 Westminster
21158 Westminster     21764 Linwood
21176 New Windsor     21784 Elderburg/Skysville
21787 Taneytown

    Zip  codes comprising the subject's secondary trade area are as follows:

            Cranberry Mall
          Secondary Trade Area
27340 Littlestown, PA  21088 Lineboro
21107 Millers          21155 Upperco
21771 Mount Airy       21797 Woodbine

    Demographic statistics produced by ENDS, based on  these zip codes  are
provided on the facing page.  Comparisons are provided with  the Baltimore MSA
and State of Maryland.  We will refer  to this area as the subject's total
trade area.

Population
    Once  the market area has been established, the focus of our analysis
centers on the trade area's population.  ENDS provides historic,  current  and
forecasted population estimates  for the total  trade area.  Patterns of
development density and migration are reflected in the current levels of
population estimates.

Between  1980  and  1995, ENDS reports  that  the population within the total
trade area increased by 29.7 percent to 317,040. This is equivalent to an
average compound annual increase of 1.75 percent which, while lagging the
Carroll County composite growth rate,  is nonetheless well in excess of the
growth seen  by both the  region  and  the state.  Within the primary area,
closer-in communities are growing at a slightly faster rate than the total
trade area.  This is significant, as residents are more likely to shop close to
home.  Currently (1995) this component of the total trade area contains 124,212
residents or 39 percent of the total. Through  2000, population within the
total trade area is forecast to increase by an additional 5.7 percent to
335,178.

    Provided on the following page is a graphic representation of the projected
population growth for the trade area through 2000. The fastest growing
communities (8 to 9 percent) are shown to  be immediately proximate to the mall
site.  (NOT INCLUDED)

Households
    A  household  consists of all the people occupying  a single housing  unit.
While individual members of a household purchase goods  and  services, these
purchases actually reflect household needs  and decisions.  Thus, the household
is a critical unit  to be  considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

    National  trends indicate that the number of  households are increasing  at
a faster rate than the growth of the population. Several noticeable changes in
the way households are being formed have caused acceleration in this growth,
specifically:

    - The population is generally living longer on average.  This results in an
increase of single and two person households.

    - The  divorce rate has increased dramatically over the past two decades,
again resulting in an increase in single person households.

    - Many individuals have postponed marriage, thus also resulting in more
single person households usually occupied by young professionals.

    Between  1980  and  1995, the total trade area  added 35,245 households,
increasing by 43.3 percent to 116,612  units. This rate  continues to be in
excess of the growth rate for the metro area.  Moreover, household formation
within the primary area has expanded  at  a faster rate (61.7 percent) to
44,264 units which comprises 38 percent of the trade area total.

    Through  2000,  a  continuation of  this  trend  is forecast through  both
components of the trade  area.   Accordingly, the household  size in the total
trade area is forecast  to decrease from  its present 28 persons (1995) to 2.76
persons per household in 2000.  Such a relationship generally fits the
observation that smaller  households with fewer children and higher incidences
of single occupancy, especially among young professionals, generally correlates
with greater disposable income.


Map showing primary trade area and population growth


Trade Area Income
    A significant statistic for retailers is the income potential of the
surrounding trade area.  Within the total trade area, ENDS reports  that
average  household income  was  $55,642  in 1995. Through  2000  it  is
forecasted to increase by 5.4  percent per annum to $72,330.

    The  Baltimore MSA has some of the highest average household income areas
in the state of Maryland.  A comparison of the trade area with the Baltimore
MSA and State of Maryland is shown below.

 Average Household Income - 1995
       Area            Income
Primary Trade Area     $55,611
 Total Trade Area      $55,642
  Baltimore MSA        $52,158
State of Maryland      $56,574

    Provided on the following page is a graphic representation of the  areas
current  income levels.  Note  the concentration  of relative  wealth adjacent
to the subject south and southeast  of the City of Westminster.

Retail Sales
    Another  important statistic for retailers is the amount  of retail  sales
expended by the population.  The  table following summarizes  historic retail
sales for the State of Maryland, the Baltimore MSA, and Carroll County since
1985.

                                    Retail Sales
                                        (000)
                        Baltimore        Carroll        State of
        Year               MSA           County         Maryland
        1985           $13,681,848    $  491,554     $28,863,392
        1990           $17,489,333    $  699,121     $36,836,986
        1991           $17,484,100    $  705,040     $36,385,417
        1992           $18,446,721    $  767,460     $38,204,984
        1993           $19,610,884    $  830,622     $40,363,984
        1994           $20,720,649    $1,227,308     $44,183,971
        1995           $21,744,811    $1,299,020     $45,643,984

Compound Annual
Growth Rate 1985-1996       +4.74%       -10.21%          +4.69%

Source: Sales and Marketing Management Survey of Buying Power

    Empirical data shows that retail sales within Carroll County have  grown at
a compound annual rate of 10.2 percent since 1985. This  rate of increase has
been well in excess of that shown  by the  state  and MSA as a whole.  Much of
this annual  change was driven by the sizable increase in retail sales in 1994.

Map showing primary trade area by average income

Mall Shop Sales
    While  retail  sales trends within the MSA  and  region lend insight into
the underlying economic aspects of the market, it is the subject's sales
history that is most germane to our analysis. Sales reported for mall shop
tenants have been segregated on the following table.

Cranberry Mall
Mall Shop Sales
               Total       %        Mature        Unit           %
  Year       Mall Shop  Change     Mall Shop      Rate        Change
               Sales                Sales       Per Sq. Ft.*
1989       $28,151,000     --             --          --         --
1990       $29,175,000  +3.64%            --          --         --
1991       $29,942,000  +2.63%   $28,391,000     $218.02         --
1992       $31,961,000  +6.74%   $28,476,000     $221.94      +1.80%
1993       $33,056,000  +3.43%   $29,076,000     $224.50      +1.20%
1994       $33,870,000  +2.46%   $31,774,000     $229.70      +2.32%
1995       $31,988,000  (-5.6%)  $28,990,000     $242.20      +5.44%
1996       $32,196,000   +.65%   $27,967,000     $233.60     (-3.67%)

Compound Annual         +1.94%                                +1.39%
Growth

*   Based upon applicabl e reporting GLA for that particula r year.


    As can be seen from the above, aggregate mall shop sales have increased  at
an  average compound annual rate of  1.94 percent since  1989.   The total
sales of $32.20 million  were equal  to $208.40 per square foot in 1996, based
on 154,475 square feet  of total reporting GLA.  It should be pointed out that
these amounts are  property  totals  and include sales from  tenants  who were
terminated during the year.  Furthermore, it should be emphasized that  the
sales reflect the aggregate change in sales and not  an indication of
comparable store sales.

    Comparable  store  sales  (also  known  as  same   store or comparable
sales) reflect the annual performance  of stores  in existence and reporting
sales for the prior one year period. In management's year end sales report,
they detail comparable store sales under the category "Mature Sales".  The
report shows mature stores  increased by 5.4 percent in 1995 on a unit rate
basis  to $242.20  per square foot based on 119,686 reporting square feet. This
number is "normalized" to be on a comparable basis with 1996 in  terms  of
reporting  GLA.  In 1996, comparable  store sales decreased  by 3.6 percent to
$233.60 per foot.  Since  1991 when data for comparable sales was available,
unit sales have grown by only  1.4  percent  per  annum which  has  lagged
inflation.   A complete sales report is contained in the Addenda.

    On  balance, we have forecasted a 2 percent increase in mall shop sales in
1997 to approximately $238 per square foot.

Department Store Sales
    Department store sales at the subject property are shown  on the  following
chart. Aggregate sales of $51.3 million were equal to  $168.00  per square foot
in 1996.  In 1995, anchors produced aggregate  sales  of  $51.6 million, or an
average  of  $169 per square foot.

                     Cranberry Mall Department Store Sales
                                     ($000)
Year    Caldor   Sears   Leggett   Montgomery Ward   Total    Unit Rate *
1989   $10,217   $9,596   $8,088           --       $27,901      $129
1990   $10,683  $10,017   $8,700           --       $29,400      $136
1991   $11,198   $9,948   $9,265      $15,190       $45,601      $149
1992   $11,049  $10,654   $8,236      $14,258       $44,197      $145
1993   $11,752  $11,612   $8,697      $14,905       $46,966      $154
1994   $11,219  $13,275   $8,737      $15,612       $48,843      $160
1995   $11,882  $14,272   $9,183      $16,245       $51,552      $169
1996   $11,207  $15,595   $9,271      $15,236       $51,309      $168
Compound +1.3%    +7.2%    +2.0%        +.06%                   +3.8%
Annual Growth

* Based on applica ble GLA reporting.

    The  highest  grossing store at Cranberry Mall was Sears  in 1996  with
sales  of $15.6 million, equivalent  to  $222.50 per square  foot.  Sears was
also the most productive store in terms of sales per square foot.  Alternately,
Montgomery Ward had a 6.2 percent  decrease in sales to $15,236,000 or $170.60
per square foot.   This  is  partly  due to some of  their  global problems
affecting the chain nationally.  Historically, they had been the highest
grossing  anchor store at Cranberry  Mall.   Caldor saw nearly  a  6.0 percent
decrease to $11.2 million or  $137.90 per square foot.  Caldor remains in
bankruptcy and the chain contains to report lackluster results.  Leggett had a
1.0 percent increase to $9.3 million or nearly $142 per square foot.

    On  balance,  the performance of the majors in  1996 can  be considered
mixed.  Aggregate sales were down 0.5% from 1995, with only two of the four
department stores posting increases.

Competition
    There  have  been  no  material changes  to  the competitive landscape with
the exception of a new Target store.   We would expect  this  store  to
continue being most directly competitive with Caldor.

Comments
    Within   the   shopping  center  industry,  a  trend toward specialization
has evolved so as to maximize  sales  per square foot  by  deliberately meeting
customer preferences  rather than being  all  things  to all people.  This
market segmentation  is implemented  through the merchandising of the anchor
stores and the tenant mix of the mall stores.  The subject has an attractive
anchor alignment for the trade area which it serves.

    During  the year there was a relatively good amount of tenant activity.
Despite loosing some tenants to the  global problems effecting  many of the
national and regional chains, several new deals were completed resulting in
some net absorption. There are still some hard areas to lease and finding the
right tenant(s) is a difficult task in today's leasing environment.

Conclusion
We  have analyzed the retail trade history and profile of the Baltimore  MSA
and  Carroll County in order to  make reasonable assumptions as to the expected
performance of the subject's trade area.

    A  metropolitan  and locational overview was presented which highlighted
important points about the study area and demographic and  economic data
specific to the trade area was presented. The trade  area  profile  discussed
encompassed  a  zip  code based analysis.   Marketing information relating to
these  sectors was presented  and analyzed in order to determine patterns of
change and  growth  as it impacts the subject.  Finally, we included  a brief
discussion of some of the competitive retail centers in the market   area. The
data  is  useful  in  giving quantitative dimensions of the total trade area,
while our comments serve  to provide  qualitative insight into this trade area.
The following summarizes our key conclusions:

    - The subject enjoys a visible and accessible location within one of the
nation's largest MSA economies.

    - The subject's primary and total trade area continues to grow at rates
above the regional mean.  Current demographic statistics show a total trade
area of approximately 317,000 persons residing in nearly 116,000 households.

    - Sales for mature stores slipped 3.6 percent last year mirroring many of
the global troubles that impacted retailers, particularly the apparel chains.
However, the department stores were in direct contrast of this trend with all
four anchors posting healthy increases.

    - Management needs to continue to aggressively pursue those tenant types
which would compliment the overall merchandising flavor of the center.  Vacancy
is still relatively high.  Since the mall has never been above 85.0 percent
occupancy, we feel that it has a structural vacancy problem that results from
too much GLA to support based on the size of the market area.

   - The mall has some near term risk with nearly 30 percent of the existing
leases expiring before 1997 and Target coming on line this summer.

THE SUBJECT PROPERTY

Property Description
    The  Cranberry mall contains a gross leasable area of 525,702 square  feet
of  GLA.   The  subject site  is  situated  at the southeast quadrant of Routes
27 and 140 in Westminster, Maryland. The  total  area  of  the  site is 57.745
acres.   Overall, the property  was noted to be in good condition.  Outside  of
tenant leasings and terminations, the only recent significant change  to the
mall  was  a  6,000  square foot  addition  to  the cinema, increasing its
capacity from six to nine screens during 1994.   A discussion of recent leasing
activity can be found in the Income Approach section of this report.

    Another significant change to the property will come in 1997 when  Leggett
becomes a Belk store.  Belk purchased Leggett  in late-1996 and will convert
the store in March.  Management views this   change  as  positive  since  Belk
is  traditionally more aggressive in their marketing efforts.

    We  would also note that, structurally and mechanically, the improvements
appear to be in good condition.  However, this type of  analysis  is  beyond
our expertise and  is  best  made by  a professional engineer.  Our review of
the local environs reveals that there are no external influences which
negatively impact the value of the subject property.

    Over  the  course of the past year, Cranberry  Mall finished with  an
81.0 (m/l) percent  occupancy indicating  vacancy  of 19.0 percent.   As of
our previous report, the subject had an overall vacancy of approximately 19.5
percent, slightly higher than this analysis.  Year-end 1994 showed a vacancy
of about 20.0 percent.

Real Property Taxes and Assessments
    The  subject property is assessed for the purpose of taxation by  Carroll
County, and by the City of Westminster.  The current assessment for the subject
is in the total amount of $19,600,000. The  resulting  tax liability is
$726,000 based on  current mill rates.   A  review of the subject's historical
tax liability  is shown below:

 Real Estate Taxes
  Year      Amount
1992/93    $704,336
1993/94    $566,183
1994/95    $664,400
1995/96    $670,520
1996/97    $726,000


Zoning
    The  subject  site is zoned P-RSC, Planned Regional Shopping Center  by the
City of Westminster.  We are advised  that this district permits a variety of
retail uses including the subject's current utilization. HIGHEST AND BEST USE

    According  to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the American Institute of Real Estate Appraisers, 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.

    In our last full narrative appraisal report, we evaluated the site's
highest  and  best use as currently improved  and as  if vacant.  In both
cases, the highest and best use must meet these aforementioned  criteria. After
considering all the  uses which are   physically   possible,  legally
permissible, financially feasible  and  maximally productive, it is  our
opinion that  a concentrated retail use built to its maximum feasible FAR is
the highest  and best use of the mall site as if vacant. Similarly, we  have
considered the same criteria with regard to the highest and  best  use  of  the
site as improved.  After considering all pertinent  data, it is our conclusion
that the highest  and best use of the site as improved is for its continued
retail use. We believe  that  such  a use will yield to ownership  the greatest
return over the longest period of time.

VALUATION PROCESS

    Appraisers  typically use three approaches  in  valuing real property: The
Cost Approach, the Income Approach and the Sales Comparison  Approach.  The
type and age of the property  and the quantity  and  quality  of data effect
the  applicability in  a specific appraisal situation.

    The Cost Approach renders an estimate of value based upon the price  of
obtaining  a site and constructing improvements, both with  equal  desirability
and utility as  the  subject property. Historically,  investors  have not
emphasized  cost analysis  in purchasing  investment grade properties such  as
regional malls The  estimation  of  obsolescence  for  functional  and economic
conditions  as  well as depreciation on improvements  makes this approach
difficult at best.  Furthermore, the Cost Approach fails to consider the value
of department store commitments to regional shopping  centers and the
difficulty of site assemblage for such properties.   As such, the Cost Approach
will not be employed  in this  analysis  due  to  the fact that the marketplace
does not rigidly trade leased shopping centers on a cost/value basis.

    The  Sales  Comparison Approach is based on  an estimate  of value  derived
from  the comparison of similar  type properties which  have  recently been
sold.  Through an  analysis  of these sales,  efforts  are made to discern the
actions  of  buyers and sellers  active in the marketplace, as well as
establish relative unit  values  upon which to base comparisons with regard  to
the mall.   This  approach has a direct application  to  the subject property.
Furthermore, this approach has been used  to develop investment  indices  and
parameters  from  which  to  judge the reasonableness of our principal
approach, the Income Approach.

    By  definition, the subject property is considered an income/ investment
property.  Properties of this type  are historically bought  and  sold  on  the
ability to produce economic benefits, typically  in the form of a yield to the
purchaser on investment capital.   Therefore,  the  analysis of income
capabilities are particularly  germane  to  this  property  since  a  prudent
and knowledgeable investor would follow this procedure  in analyzing its
investment  qualities.  Therefore, the Income  Approach has been  emphasized as
our primary methodology for this valuation. This  valuation concludes with a
final estimate of the subject's market value based upon the total analysis as
presented herein.

SALES COMPARISON APPROACH

Methodology
    The  Sales Comparison Approach provides an estimate of market value  by
comparing recent sales of similar  properties  in the surrounding or competing
area to the subject property. Inherent in  this  approach is the principle of
substitution, which holds 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 arms-length transactions between
willing  and  knowledgeable buyers and  sellers, market value  and  price
trends  can be identified. Comparability  in physical,   locational,  and
economic  characteristics   is an important criterion when comparing sales to
the subject property. The  basic steps involved in the application of this
approach are as follows:

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

2. Select and analyze properties considered most similar to the subject, giving
consideration to the time of sale, change in economic conditions which may have
occurred since date of sale, and other physical, functional, or locational
factors;

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

4. Reduce the sale prices to a common unit of comparison, such as price per
square foot of gross leasable area sold;

5. Make appropriate adjustments between the comparable properties and the
property appraised; and

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

    The most widely-used, market-oriented units of comparison for properties
such as the subject are the sale price per square foot of   gross  leasable
area  (GLA)  purchased,  and  the overall capitalization rate extracted from
the sale.  This latter measure will  be  addressed in the Income Capitalization
Approach which follows  this  methodology.  An analysis of  the  inherent sales
multiple  also  lends additional support to the Sales Comparison Approach.

Market Overview
    The  typical purchaser of properties of the subject's caliber includes both
foreign and domestic insurance  companies, large retail  developers,  pension
funds, and  real  estate investment trusts  (REITs).   The  large capital
requirements  necessary  to participate  in  this  market  and  the  expertise
demanded to successfully operate an investment of this type, both  limit the
number  of active participants and, at the same time, expand the geographic
boundaries  of  the  marketplace  to   include the international  arena.   Due
to the relatively  small number  of market  participants and the moderate
amount of  quality product available  in the current marketplace, strong demand
exists for the nation's quality retail developments.

    Most  institutional  grade  retail properties  are existing, seasoned
centers with good inflation protection.  These centers offer  stability  in
income and are strongly  positioned  to the extent  that  they  are formidable
barriers to  new competition. They  tend to be characterized as having three to
five department store  anchors, most of which are dominant in the  market. Mall
shop  sales are at least $300 per square foot and the trade area offers  good
growth potential in terms of population  and income levels.   Equally important
are centers which offer  good upside potential  after  face-lifting,
renovations, or expansion. With new  construction  down  substantially, owners
have accelerated their    renovation   and   remerchandising   programs. Little
competition  from over-building is likely in most mature markets within  which
these centers are located.  Environmental concerns and "no-growth" mentalities
in communities continue to be serious impediments to new retail developments.

    Over the past 18(m/l) months, we have seen real estate investment return  to
favor  as  an  important part of  many institutional investors'   diversified
portfolios.   Banks  are aggressively competing  for  business, trying to
regain market share lost  to Wall  Street, while the more secure life insurance
companies are also  reentering  the market.  The re-emergence  of  real estate
investment trusts (REITs) has helped to provide liquidity within the real
estate market, pushing demand for well-tenanted, quality property, particularly
regional malls.  Currently, REITs are one of  the most active segments of the
industry and are particularly attractive  to  institutional investors due to
their liquidity. However, overbuilding in the retail industry has resulted in
the highest  GLA per capita ever (19 square feet per person). As  a
consequence, institutional investors are more selective than ever with  their
underwriting  criteria.   Many  investors  are even shunning  further  retail
investment at this time,  content that their portfolios have a sufficient
weighting in this segment.

    The  market for dominant Class A institutional quality malls is  tight, as
characterized by the limited amount of good quality product available.  It is
the overwhelming consensus that Class A property  would  trade  in the 7.0 to
8.0 percent capitalization rate  range, with rates below 7.5 percent likely
limited  to the top  15  to  20  malls with sales at least $350 per square
foot. Conversely,  there are many second tier and lower  quality malls offered
on the market at this time.  With limited demand from  a much  thinner market,
cap rates for this class of malls are felt to  be  in the much broader 9.5 to
14.0 percent range. Pessimism about  the  long  term viability of many of these
lower quality malls  has  been  fueled  by the recent  turmoil  in  the retail
industry.

    To   better  understand  where  investors  stand  in today's marketplace,
we have surveyed active participants in  the retail investment  market.  Based
upon our survey, the following points summarize  some  of  the more important
"hot buttons" concerning investors:

    1. Occupancy Costs - This "health ratio" measure is of fundamental concern
today. The typical range for total occupancy cost-to-sales ratios falls between
10.0 and 15.0 percent.  With operating expenses growing faster than sales in
many malls, this issue has become even more important.  As a general rule of
thumb, malls with sales under $250 per square foot generally support ratios of
10.0 to 12.0 percent; $250 to $300 per square foot support 12.0 to 13.5
percent; and over $300 per square foot support 13.5 to 15.0 percent. Experience
and research show that most tenants will resist total occupancy costs that
exceed 15.0 to 18.0 percent of sales.  However, ratios of upwards to 20.0
percent are not uncommon for some higher margin tenants.  This appears to be by
far the most important issue to an investor today.  Investors are looking for
long term growth in cash flow and want to realize this growth through real rent
increases.  High occupancy costs limit the amount of upside through lease
rollovers.

    2. Market Dominance - The mall should truly be the dominant mall in the
market, affording it a strong barrier to entry for new competition.  Some
respondents feel this is more important than the size of the trade area itself.

    3. Strong Anchor Alignment - Having at least three department stores (four
are ideal), two of which are dominant in that market.  The importance of the
traditional department store as an anchor tenant has returned to favor after
several years of weak performance and confusion as to the direction of the
industry.  As a general rule, most institutional investors would not be
attracted to a two-anchor mall.

    4. Entertainment - Entertainment has become a critical element at larger
centers as it is designed to increase customer traffic and extend customer
staying time. This loosely defined term covers a myriad of concepts available
ranging from mini-amusement parks, to multiplex theater and restaurant themes,
to interactive virtual reality applications. The capacity of regional/
super-regional centers to provide a balanced entertainment experience well
serve to distinguish these properties from less distinctive formats such as
power and smaller outlet centers.

     5. Dense Marketplace - Several of the institutional investors favor
markets of 300,000 to 500,000 people or greater within a 5 to 7 mile radius.
Population growth in the trade area is also very important.  One advisor likes
to see growth 50.0 percent better than the U.S. average. Another investor cited
that they will look at trade areas of 200,000(m/l) but that if there is no
population growth forecasted in the market, a 50(m/l) basis point adjustment to
the cap rate at the minimum is warranted.

     6. Income Levels - Household incomes of $50,000+ which tends to be limited
in many cases to top 50 MSA locations.  Real growth with spreads of 200 to 300
basis points over inflation are ideal.

    7. Good Access - Interstate access with good visibility and a location
within or proximate to the growth path of the community.

    8. Tenant Mix - A complimentary tenant mix is important.  Mall shop ratios
of 35(m/l) percent of total GLA are considered average with 75.0 to 80.0 percent
allocated to national tenants.  Mall shop sales of at least $250 per square
foot with a demonstrated positive trend in sales is also considered to be
important.

    9. Physical Condition - Malls that have good sight lines, an updated
interior appearance and a physical plant in good shape are looked upon more
favorably. While several developers are interested in turn-around situations,
the risk associated with large capital infusions can add at least 200 to 300
basis points onto a cap rate.

    10. Environmental Issues - The impact of environmental problems cannot be
understated.  There are several investors who won't even look at a deal if
there are any potential environmental issues no matter how seemingly
insignificant.

     11. Operating Covenants - Some buyers indicated that they would not be
interested in buying a mall if the anchor store operating covenants were to
expire over the initial holding period.  Others weigh each situation on its own
merit.  If it is a dominant center with little likelihood of someone coming
into the market with a new mall, they are not as concerned about the prospects
of loosing a department store. If there is a chance of loosing an anchor, the
cost of keeping them must be weighed against the benefit.  In  many of their
malls they are finding that traditional department stores are not always the
optimum tenant but that a category killer or other big box use would be a more
logical choice.

    In  the  following section we will discuss trends which have become
apparent over the past several years involving sales  of regional malls.

Regional Mall Property Sales
    Evidence  has  shown that mall property sales  which include anchor  stores
have lowered the square foot unit prices for some comparables,  and  have
affected investor  perceptions.   In our discussions  with major shopping
center owners and investors,  we learned that capitalization rates and
underwriting criteria have become  more  sensitive  to  the  contemporary
issues affecting department store anchors.  Traditionally, department stores
have been  an integral component of a successful shopping center and,
therefore,  of similar investment quality if they were performing
satisfactorily.

    During  the  1980's a number of acquisitions,  hostile take- overs   and
restructurings  occurred  in  the  department store industry which changed the
playing field forever.  Weighted down by intolerable debt, combined with a
slumping economy and a shift in  shopping  patterns, the end of the decade  was
marked by  a number  of  bankruptcy  filings  unsurpassed  in  the industry's
history.   Evidence of further weakening continued into 1991- 1992 with filings
by  such major firms as Carter Hawley  Hale, P.A. Bergner    &    Company, and
Macy's.     In    early 1994, Woodward  &  Lothrop  announced their  bankruptcy
involving two department  store  divisions that dominate the  Philadelphia and
Washington  D.C.  markets.  Most of the stores  have  since been acquired by
the May Department Stores Company, effectively ending the  existence of the 134
year old Wanamaker name,  the nation's oldest department store company.

    More recently, however, department stores have been reporting a  return  to
profitability resulting from  increased operating economies and higher sales
volumes.  Sears, once marked  by many for  extinction,  has more recently won
the praise  of analysts. Federated  Department Stores has also been acclaimed
as  a text book example on how to successfully emerge from bankruptcy. They
have  merged with Macy's and more recently acquired the Broadway chain  to form
one  of  the nation's largest  department store companies.   The trend of
further consolidation and vulnerability of the regional chains continued
throughout 1996.

    With all this in mind, investors are looking more closely  at the strength
of the anchors when evaluating an acquisition. Most of  our  survey respondents
were of the opinion that  they were indifferent  to  acquiring  a center that
included  the anchors versus  stores  that were independently owned if they
were good performers.   However,  where  an  acquisition  includes anchor
stores, the resulting cash flow is typically segregated with the income
attributed to anchors (base plus percentage rent) analyzed at a higher cap rate
then that produced by the mall shops.

    However,  more  recent  data  suggests  that  investors are becoming more
troubled by the creditworthiness of the mall shops. With   an   increase   in
bankruptcies,   store   closures and consolidations,  we  see investors looking
more  closely  at the strength and vulnerabilities of the in-line shops.  As a
result, there has been a marked trend of increasing capitalization rates.

    Cushman  &  Wakefield has extensively tracked  regional mall transaction
activity for several years.   In  this analysis  we discuss sale trends since
1991.  Summary data sheets for the more recent  period  (1995  to 1996) are
displayed  on  the Following Pages.   Summary information for prior years (1991
to  1994) are maintained  in  our  files.  These sales are  inclusive  of good
quality  Class  A  or B+/B- properties that are  dominant  in their market.
Also included  are weaker properties  in  second tier cities that have a
narrower investment appeal.  As such, the mall sales presented in this
analysis show a wide variety of prices on a per unit basis, ranging from $59
per square foot up to $686 per square foot of total GLA purchased.  When
expressed on the basis of mall shop GLA acquired, the range is more broadly
seen to  be $93   to  $686 per  square  foot.   Alternatively,  the overall
capitalization rates that can be extracted from each transaction range from
5.60 percent to rates in excess of 11.0 percent.

    One  obvious explanation for the wide unit variation  is the inclusion (or
exclusion) of anchor store square footage which has the  tendency to distort
unit prices for some comparables. Other sales include only mall shop area where
small space tenants have higher rents and higher retail sales per square foot.
A shopping center sale without anchors, therefore, gains all the benefits of
anchor/small  space synergy without the purchase  of  the anchor square
footage.   This drives up unit prices to  over  $250 per square foot, with most
sales over $300 per square foot of salable area.    A   brief  discussion  of
historical  trends  in mall transactions follows

Regional Mall Sales - 1995 Transaction Chart
(includes data on 1995 sales of regional malls)

Regional Mall Sales - 1996 Transaction Chart
(includes data on 1996 sales of regional malls)

The fourteen sales included for 1991 show a mean price per  square foot sold of
$282.  On the basis of mall shop  GLA  sold, these sales present a mean of
$357. Sales multiples range from .74 to 1.53 with a mean of 1.17.
Capitalization rates range from 5.60 to 7.82 percent  with  an overall mean of
6.44 percent. The mean  terminal  capitalization rate is approximately 100
basis  points  higher, or 7.33  percent. Yield rates  range between 10.75 and
13.00 percent, with a mean  of 11.52 percent for those sales reporting IRR
expectancies.

In 1992, the eleven transactions display prices ranging from $136 to $511 per
square foot of GLA sold, with a mean of $259 per square foot.  For mall shop
area sold, the 1992 sales suggest a mean price of $320 per square foot. Sales
multiples range from .87 to 1.60 with a mean of 1.07. Capitalization rates
range between 6.00 and 7.97 percent with the mean cap rate calculated at 7.31
percent for 1992. For sales reporting a going-out cap rate, the mean is shown
to be 7.75 percent.  Yield rates range from 10.75 to around 12.00 percent with
a mean of 11.56 percent.

For  1993, a total of sixteen transactions have been tracked.  These sales show
an overall average sale price of $242 per square foot based upon total GLA sold
and $363 per square foot based solely upon mall GLA sold. Sales multiples range
from .65 to 1.82 and average 1.15. Capitalization rates continued to rise in
1993, showing a range between 7.00 and 10.10 percent.  The overall mean has
been calculated to be 7.92 percent. For sales reporting estimated terminal cap
rates, the mean is also equal to 7.92 percent. Yield rates for 1993 sales range
from 10.75 to 12.50 percent with a mean of 11.53 percent for those sales
reporting IRR expectancies.  On balance, the year was notable for the number of
dominant Class A malls which transferred.

Sales data for 1994 shows fourteen confirmed transactions with an average unit
price per square foot of $197 per square foot of total GLA sold and $288 per
square foot of mall shop GLA.  Sales multiples range from .57 to 1.43 and
average .96.  The mean going-in capitalization rate is shown to be 8.37
percent.  The residual capitalization rates average 8.13 percent.  Yield rates
range from 10.70 to 11.50 percent and average 11.17 percent.  During 1994, many
of the closed transactions involved second and third tier malls. This accounted
for the significant drop in unit rates and corresponding increase in cap rates.
Probably the most significant sale involved the Riverchase Galleria, a 1.2
million square foot center in Hoover, Alabama.  LaSalle Partners purchased the
mall of behalf of the Pennsylvania Public School Employment Retirement System
for $175.0 million. The reported cap rate was approximately 7.4 percent.

Cushman & Wakefield has researched 19 mall transactions for 1995.  With the
exception of possibly Natick Mall and Smith Haven Mall, by and large the
quality of malls sold are lower than what has been shown for prior years. For
example, the average transaction price has been slipping.  In 1993, the peak
year, the average deal was nearly $133.8 million. In 1995, it is shown to be
$88.6 million which is even skewed upward by Natick and Smith Haven Malls which
had a combined price of $486.0 million.  The average price per square foot of
total GLA sold is calculated to be $193 per square foot. The range in values of
mall GLA sold are $93 to $686 with an average of $285 per square foot.  The
upper end of the range is formed by Queens Center with mall shop sales of
nearly $700 per square foot. Characteristics of these lesser quality malls
would be higher initial capitalization rates.  The range for these transactions
is 7.25 to 11.10 percent with a mean of 9.13 percent.  Most market participants
indicated that continued turmoil in the retail industry will force cap rates to
move higher.

1996 has been the most active year in recent times in terms of transactions.
REIT's have far and away been the most active buyers.  We believe this increase
in activity is a result of a combination of dynamics. The liquidity of REIT's
as well as the availability of capital has made acquisitions much easier.  In
addition, sellers have become much more realistic in there pricing, recognizing
that the long term viability of a regional mall requires large infusions of
capital. The 26 transactions we have tracked range in size from approximately
$22.2 million to $266.0 million. The malls sold also run the gamut of quality
ranging from several secondary properties in small markets to such higher
profile properties as Old Orchard Shopping Center in Chicago and South Park
Mall in Charlotte.  Sale prices per SF of mall shop GLA range from $126 to $534
with a mean of $242.  REIT's primary focus on initial return with their
underwriting centered on in place income.  As such, capitalization rates ranged
from 7.0 percent to 12.0 percent with a mean of 9.35 percent.

    While  these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not  explicitly convey
many of the details surrounding a specific property.   Thus,  this  single
index to  the  valuation  of the subject  property has limited direct
application.  The price per square  foot of mall shop GLA acquired yields one
common form  of comparison.   However,  this can be distorted  if  anchor
and/or other  major  tenants generate a significant  amount  of income. Chart
A,  following, shows this relationship  along  with other selected indices.

                         CHART A *
                 Selected Average Indices
Transact    Price/SF     Price/SF Range   Sales  Capitaliz
ion Year    Range **      of Mall Shop    Multi    ation
            of Total        GLA/Mean       ple     Rates
            GLA/Mean
  1991    $156 - $556     $203 - $556     1.17     6.44%
              $282            $357
  1992    $136 - $511     $226 - $511     1.07     7.31%
              $259            $320
  1993    $  73 - $471    $173 - $647     1.15     7.92%
              $242            $363
  1994    $  83 - $378    $129 - $502     0.96     8.37%
              $197            $288
  1995    $  53 - $686    $  93 - $686    0.96     9.13%
              $193            $284
  1996    $  58 - $534    $126 - $534     0.84     9.35%
              $190            $242

*   Includes all transactions for particular year
**  Based on total GLA acquired


    The  chart  above  shows that the annual  average  price per square  foot
of total GLA acquired has ranged from $190  to $282 per  square foot.  A
declining trend has been in evidence as cap rates  have  risen.  As discussed,
one of the factors  which may influence  the  unit  rate is whether or not
anchor  stores are included in the total GLA which is transferred.  Thus, a
further refinement can be made between those malls which have transferred with
anchor space and those which have included only  mall GLA. The  price per
square foot of mall shop GLA has declined from  a high  of $357 per square foot
in 1991 to $242 per square foot  in 1996.   In  order to gain a better
perspective into this measure, we  can isolate only those sales which involved
a transfer of the mall  shop GLA.  Chart B, following, makes this distinction.
We have displayed only the more recent transactions (1995- 1996).

                 CHART B
      Regional Mall Sales Involving
          Mall Shop Space Only
-------1995--------  -------1996--------
Sale   Unit    NOI   Sale   Unit    NOI
No.    Rate    Per    No.   Rate    Per
               SF                    SF
95-1   $686   $66.58 96-6   $126   $15.12

95-3   $342   $26.68 96-8   $144   $14.84

95-4   $259   $22.42 96-9   $281   $25.12

95-7   $237   $17.21 96-10  $433   $30.34

                     96-16  $145   $11.27

                     96-17  $270   $29.74

                     96-18  $534   $40.03

                     96-21  $508   $35.57

                     96-23  $342   $29.11

                     96-24  $225   $17.32

                     96-25  $239   $17.44

Mean   $381   $33.22        $295   $24.17



    From  the  above  we see that the mean unit  rate  for sales involving mall
shop GLA only has ranged from approximately $126 to $686 per square foot with
yearly averages of $295 and $381 per square  foot for the most recent two year
period.  We recognized that  these  averages may be skewed somewhat by the size
of the sample, particularly in 1995.

    Alternately, where anchor store GLA has been included in the sale, the unit
rate is shown to range widely from $53 to $410 per square foot of salable area,
indicating a mean of $143 per square foot  in  1995, and only $113 per square
foot in 1996. Chart  C, following, depicts this data.

                 CHART C
      Regional Mall Sales Involving
        Mall Shops and Anchor GLA
Sale   Unit    NOI    Sale   Unit   NOI
 No.   Rate    Per    No.    Rate   Per
                SF                   SF
95-2   $410   $32.95   96-1    $278  $22.54

95-5   $272   $21.05   96-2    $130  $13.62

95-6   $ 91    $8.64   96-3    $129  $13.57

95-8   $105    $9.43   96-4    $108  $10.70

95-9   $122   $11.60   96-5    $122  $11.06

95-10  $ 95   $ 8.80   96-7    $ 58  $ 6.58

95-11  $ 53   $ 5.89   96-11   $ 73  $ 8.02

95-12  $ 79   $ 8.42   96-12   $102  $10.21

95-13  $ 72   $ 7.16   96-13   $117  $10.96

95-14  $ 96   $ 9.14   96-14   $ 77  $ 7.78

95-15  $212   $17.63   96-15   $ 92  $ 9.52

95-16  $ 56   $ 5.34   96-19   $ 91  $ 8.40

95-17  $ 59   $ 5.87   96-20   $ 66  $ 6.81

95-18  $143   $11.11   96-22   $170  $12.75

95-19  $287   $22.24   96-26   $ 75  $ 8.01

 Mean  $143   $12.35   Mean    $113  $10.70

*  Sale included peripheral GLA

Analysis of Sales
    Within Charts B and C, we have presented a summary of several transactions
involving regional and super-regional-sized retail shopping malls from which
price trends may be identified for the extraction  of  value parameters.  These
transactions  have been segregated  by  year  of  acquisition so as  to  lend
additional perspective  on our analysis. Comparability in both physical and
economic  characteristics  are the most  important  criteria for analyzing
sales in relation to the subject property. However, it is  also  important to
recognize the fact that regional shopping malls  are  distinct  entities  by
virtue  of  age  and design, visibility and accessibility, the market
segmentation created  by anchor  stores and tenant mix, the size and purchasing
power  of the  particular trade area, and competency of management. Thus, the
"Sales Comparison Approach", when applied to a property such as the subject
can, at best, only outline the parameters in which the  typical  investor
operates.  The majority  of  these sales transferred either on an all cash (100
percent equity) basis  or its   equivalent   utilizing   market-based
financing. Where necessary,  we  have  adjusted the purchase  price  to  its
cash equivalent basis for the purpose of comparison.

    As  suggested,  sales  which include anchors  typically have lower  square
foot unit prices.  In our discussions  with major shopping   center   owners
and  investors,   we   learned that capitalization rates and underwriting
criteria have  become more sensitive  to the contemporary issues dealing with
the department store anchors.  As such, investors are looking more closely than
ever   at  the  strength  of  the  anchors  when  evaluating an acquisition.

    As   the  reader  shall  see,  we  have  attempted  to make comparisons  of
the transactions to the subject primarily along economic  lines.   For  the
most  part,  the  transactions have involved  dominant  or  strong Class A
centers  in  top  50 MSA locations  which generally have solid, expanding trade
areas and good  income  profiles.  Some of the other  transactions are  in
decidedly  inferior  second tier locations  with  limited growth potential  and
near term vacancy problems.  These sales tend  to reflect lower unit rates and
higher capitalization rates.

Application to Subject Property

    Because  the subject is theoretically selling both mall shop GLA and owned
department stores, we will look at the recent sales summarized  in Chart C more
closely.  As a basis for comparison, we  will  analyze the subject based upon
projected net operating income.  First year NOI has been projected to be $8.65
per square foot  (CY  1997), based upon 525,702 square feet  of  owned GLA.
Derivation  of  the subject's projected net operating income  is presented in
the Income Capitalization Approach section  of this report  as calculated by
the Pro-Ject model.  With projected NOI of $8.65 per square foot, the subject
falls toward the low end of the range exhibited by most of the comparable
sales.

    Since  the  income  that  an asset will  produce  has direct bearing  on
the price that a purchaser is willing to pay, it  is obvious  that  a  unit
price which falls at the high-end  of the range  indicated  by the comparables
would be applicable  to the subject.  The  subject's anticipated net income can
be initially compared  to  the  composite mean of the annual transactions  in
order  to  place  the subject in a frame of reference. This  is shown on the
following chart.

Sales   Mean     Subject       Subject
Year    NOI      Forecast      Ratio
 1991    $14.25     $8.65        60.7%
 1992    $16.01     $8.65        54.0%
 1993    $15.51     $8.65        55.8%
 1994    $15.62     $8.65        55.4%
 1995    $12.35     $8.65        70.0%
 1996    $10.70     $8.65        80.8%

* Data for years 1991 through 1994 are
retained in our files.


    With  first  year NOI forecasted at approximately  54 to  81 percent  of
the mean of these sales in each year, the unit price which  the  subject
property would command should be expected  to fall within a relative range.

Net Income Multiplier Method
    Many  of the comparables were bought on expected income, not gross leasable
area, making unit prices a  somewhat subjective reflection of investment
behavior regarding regional  malls. In order  to  quantify the appropriate
adjustments to the indicated per square foot unit values, we have compared the
subject's first year  pro  forma net operating income to the pro forma income
of the  individual  sale  properties.  In  our  opinion,  a buyer's criteria
for  the  purchase of a retail property  is predicated primarily  on  the
property's income characteristics. Thus,  we have  identified a relationship
between the net operating income and  the  sales price of the property.
Typically, a  higher net operating  income per square foot corresponds to a
higher sales price  per  square foot.  Therefore, this adjustment incorporates
factors  such  as  location, tenant mix, rent  levels, operating
characteristics, and building quality.

    Provided  below, we have extracted the net income multiplier from  each of
the improved sales.  We have included only the more recent  sales  data
(1995/96).  The equation for the  net income multiplier  (NIM), which is the
inverse of the equation  for the capitalization rate (OAR), is calculated as
follows:

   NIM   =    Sales Price
         Net Operating Income

     Net Income Multiplier Calculation
                              = Net Income
 Sale    Price/SF /   NOI/SF   Multiplier
  No.
 95-6      $  91      $8.64       10.53
 95-8      $ 105      $9.43       11.13
 95-10     $  95      $8.80       10.80
 95-14     $  96      $9.14       10.50
 96-11     $  73      $8.02        9.10
 96-14     $  77      $7.78        9.90
 96-15     $  92      $9.52        9.66
 96-19     $  91      $8.40       10.83
 96-26     $  75      $8.01        9.36
 Mean      $  88      $8.64       10.20


    Valuation  of the subject property utilizing the  net income multipliers
(NIMs) from the comparable properties  accounts for the  disparity  of the net
operating incomes ($NOIs)  per square foot  between  the  comparables and  the
subject.   Within this technique, each of the adjusted NIMs are multiplied by
the $NOI per  square foot of the subject, which produces an adjusted value
indication for the subject.  The net operating income per square foot for the
subject property is calculated as the first year  of the  holding  period,  as
detailed in the  Income Capitalization Approach section of this report.

Adjusted Unit Rate Summary
Net Income = $/SF No.

Indicated Sale          NOI/SF  Net Income      Indicated
                                x  Multiplier   Price = $/SF No.

95-6                    $8.65   10.53           $91

95- 8                   $8.65   11.13           $96

95-10                   $8.65   10.80           $93

95-14                   $8.65   10.50           $91

96- 11                  $8.65    9.10           $79

96-14                   $8.65    9.90           $86

96-15                   $8.65    9.66           $84

96-19                   $8.65   10.83           $94

96-26                   $8.65    9.36           $81

Mean                    $8.65   10.20           $88


    From  the process above, we see that the indicated net income multipliers
range from 9.10 to 11.13 with a mean of  10.20. The adjusted  unit  rates range
from $79 to $96 per  square foot  of owned GLA with a mean of $88 per square
foot.

    We  recognize  that the sale price per square foot  of gross leasable area,
including  land, implicitly  contains  both the physical and economic factors
of the value of a shopping center. Such  statistics by themselves, however, do
not explicitly convey many  of  the  details  surrounding a specific  income
producing property  like  the subject.  Nonetheless, the  process  we have
undertaken  here is an attempt to quantify the unit  price based upon the
subject's income producing potential.

    The  subject,  although considered the dominant property for its  trade
area, has less than average growth potential in terms of  its net income/cash
flow.  There is also some near term rent roll risk with a number of leases
expiring and its anchor profile has some cause for concern.

    As  such, we would be inclined to be at the lower end of the adjusted range
for   the   comparables.    Considering the characteristics of the subject
relative to the above, we believe that  a  unit  rate  range  of $75 to  $80
per  square foot  is appropriate.   Applying this unit rate range to  525,702
(m/l) square feet  of  owned  GLA  results in a value of  approximately
$39.4 million to $42.0 million for the subject as shown below.

                    525,702 SF     525,702 SF
                    x   $75        x   $80
                $39,428,000    $42,056,000

   Rounded Value Estimate - Market Sales Unit Rate
Comparison
                   $39,400,000 to $42,000,000

Sales Multiple Method
    Arguably,  it  is  the mall shop GLA sold and  its intrinsic economic
profile that is of principal concern in the investment decision  process.   A
myriad of factors  influence  this rate, perhaps   none  of  which  is  more
important  than  the sales performance   of   the  mall  shop  tenants.
Accordingly, the abstraction  of  a  sales  multiple from each  transaction
lends additional perspective to this analysis.

    The  sales  multiple  measure is often  used  as  a relative indicator of
the reasonableness of the acquisition price. As  a rule of thumb, investors
will look at a sales multiple of 1.00 as a  benchmark, and will look to keep it
within a range of 0.75  to 1.25   times  mall  shop  sales  performance  unless
there are compelling reasons why a particular property should deviate.

    The  sales multiple is defined as the sales price per square foot  of mall
GLA  divided by average mall shop sales per square foot.   As  this
reasonableness  test  is  predicated  upon the economics  of the mall shops,
technically, any income (and hence value)  attributed to anchors that are
acquired with the mall  as tenants should be segregated from the transaction.
As an income (or   sales)  multiple  has  an  inverse  relationship with   a
capitalization  rate, it is consistent that, if a relatively low capitalization
rate is selected for a property, it follows that a correspondingly
above-average  sales  (or  income) multiple  be applied.   In  most instances,
we are not privy to  the anchor's contributions to net income.  Therefore, the
analysis shown below is limited to those sales which involved mall shop GLA
only.

 Sales Multiple Summary
---------------------------------
 Sale     Going-In     Sales
  No.       OAR       Multiple
95-  1      9.71%       1.00
95-  3      7.80%       1.01
95-  4      8.66%       0.99
95-  7      7.25%       0.82
96-  6     12.00%       0.33
96-  8     10.31%       0.67
96-  9      8.95%       0.85
 96-10      7.00%       1.08
 96-16      7.75%       0.53
 96-17     11.00%       0.71
 96-18      7.50%       1.17
 96-21      7.00%       1.27
 96-23      8.50%       1.14
 96-24      7.70%       0.87
 96-25      7.30%       0.96
 Mean       8.56%       0.89


    The  mall  sales involing solely mall shop GLA for the years 1995/1996 show
sales multiples that range from 0.33 to 1.27 with a  mean  of about 0.89.  As
evidenced, the more productive malls with higher sales volumes on a per square
foot basis tend to have higher  sales multiples.  Furthermore, the higher
multiples tend to be in evidence where an anchor(s) is included in the sale.

    Based  upon forecasted sales performance in 1997, the subject should
produce  sales  of about $238 per  square  foot  for all comparable store
tenants, including food court.

    In  the case of the subject, the overall capitalization rate being utilized
for this analysis is considered to be  above the mean  exhibited by the
comparable sales.  As such,  we would  be inclined  to utilize a multiple below
the mean indicated  by the sales which is applied to just the mall shop space.
In addition, the   subject  has  a  below  average  sales  and  income growth
potential.  Applying a ratio of say, 0.60 to 0.65 percent to the forecasted
sales of $238 per square foot, the following range  in value is indicated:

               Unit Sales Volume (Mall Shops)     $  238      $  238
               Sales Multiple                     x 0.60      x 0.65
               Adjusted   Unit   Rate            $142.80     $154.70

               Mall  Shop  GLA                  x194,271    x194,271
               Value Indication              $27,742,000 $30,054,000

The  analysis  shows an adjusted value range of approximately $27.7 to $30.1
million.  Inherent in this exercise are mall shop sales  which are projections
based on our investigation into the market which might not fully measure
investor's expectations.  It is  clearly difficult to project with any
certainty what the mall shops  might achieve in the future, particularly as the
lease-up is  achieved and the property brought to stabilization. While we may
minimize  the  weight we place on this  analysis,  it does, nonetheless,  offer
a  reasonableness check  against  the other methodologies.  We have also
considered in this analysis the fact that the owned anchors and other major
tenants are forecasted  to contribute  approximately $1.5 million in revenues
in 1997 (base rent  obligations  and overage rent).  If we were  to capitalize
this  revenue  separately at an 10.5 percent rate, the resultant effect on
value is approximately $14.3 million.

    Arguably,  department stores have qualities that add certain increments of
risk over and above regional malls, wherein risk is mitigated by the diversity
of the store types.  A recent Cushman &   Wakefield  survey  of  free-standing
retail  building sales consisting  of net leased discount department stores,
membership warehouse clubs, and home improvement centers, displayed a range in
overall capitalization rates between 8.8 and 10.9 percent with a  mean  of
approximately 9.6 percent.  All  sales occurred with credit worthy national
tenants in place.

    Trends  indicate  that  investors  have  shown  a  shift in preference  to
initial return and, as will  be  discussed in  a subsequent  section,  overall
capitalization  rates  have been showing  increases over the past several
years.   Moreover, when the  acquisition  of a shopping mall includes  anchor
department stores, investors will typically segregate income attributable to
the anchors and analyze these revenues with higher capitalization rates than
those revenues produced by the mall shops.

    Therefore,  based upon the preceding discussion,  it  is our opinion  that
overall capitalization rates for department stores are  reasonably reflected by
a range of 9.5 to 11.0 percent. We have  chosen  a rate toward the middle of
the range  due  to the locational   attributes   of  the  subject's   trade
area and characteristics of the subject property.

    Therefore, adding the anchor income's implied contribution to value  of
$14.3  million, the resultant range  is  shown to  be approximately  $42.0 to
$44.4 million.  Giving consideration  to all  of the above, the following value
range is warranted for the subject property based upon the sales multiple
analysis.

             Estimated Value - Sales Multiple Method
              Rounded to $42,000,000 to $44,400,000

Value Conclusion

    We  have considered all of the above relative to the physical and economic
characteristics of the subject.  It is difficult  to relate  the  subject  to
comparables that  are  in  such widely divergent markets with different cash
flow characteristics. The subject's  "second  tier" location in a trade area
with limited growth  does  not  appeal to the broad segment  of  the investor
marketplace.  The mall, still has high vacancy levels and  a low representation
of  national  credit  tenants.    It   is also represented  by  two anchor
stores that continue to  have global troubles.

    After  considering  all  of  the  available  market data  in conjunction
with the characteristics of the subject property, the indices  of  investment
that generated our value  ranges are  as follows:

Unit Price Per Square Foot

 Salable Square Feet:                   525,702(m/l) SF

 Price Per SF of Salable Area:          $75 to $80

 Indicated Value Range:                 $39,400,000 to $42,000,000

Sales Multiple Analysis

 Indicated Value Range                  $42,000,000 to $44,400,000


    The  parameters  above  show a value range  of approximately $39.4  to
$44.4 million for the subject property.  Based  on our total analysis, relative
to the strengths and weaknesses of each methodology,  it would appear that the
Sales Comparison Approach indicates a Market Value for the subject within the
more defined range of $40.0 to $42.0 million for the subject as of January  1,
1997.

         Market Value As Is - Sales Comparison Approach
              Rounded to $40,000,000 to $42,000,000

INCOME APPROACH

Introduction

The Income Approach is based upon the economic principle that the  value  of  a
property capable of producing  income  is the present worth of anticipated
future net benefits.  The net income projected is translated into a present
value indication using the capitalization   process.    There   are   various
methods of capitalization that are based on inherent assumptions concerning the
quality, durability and pattern of the income projection.

    Where  the  pattern of income is irregular  due  to existing leases that
will terminate at staggered, future dates, or to  an absorption  or
stabilization requirement on a newer development, discounted cash flow analysis
is the most accurate.

    Discounted Cash Flow Analysis (DCF) is a method of estimating the   present
worth  of  future  cash  flow   expectancies by individually  discounting  each
anticipated  collection  at an appropriate  discount rate.  The indicated
market value  by this approach  is  the  accumulation of the present  worth  of
future projected   years'   net   income  (before   income   taxes and
depreciation)  and  the  present  worth  of  the  reversion (the estimated
property  value at the end of the projection period). The estimated value of
the reversion at the end of the projection period  is  based  upon the
capitalization  of  the  next year's projected  net  operating income.  This is
the  more appropriate method  to  use in this assignment, given the step  up in
lease rates and the long term tenure of retail tenants.

    A  second method of valuation, using the Income Approach,  is to  directly
capitalize a stabilized net income based  on rates extracted  from  the market
or built up through  mortgage equity analysis.  This is a valid method of
estimating the market value of  the  property as of the achievement of
stabilized operations. In  the  case  of the subject, operations are not
forecasted  to achieve  stabilization  for  several  years.   Thus,  the direct
capitalization  method  has  been  omitted  from  the valuation process.

Discounted Cash Flow Analysis

The  Discounted Cash Flow (DCF) produces an estimate of value through an
    economic analysis of the subject property in which the net income generated
    by the asset is converted into a capital sum at  an  appropriate  rate.
    First, the  revenues  which  a fully informed investor  can  expect the
    subject  to  produce over  a specified time horizon are established through
    an analysis of the current  rent  roll,  as well as the rental  market  for
    similar properties.    Second,   the projected  expenses   incurred in
    generating  these  gross  revenues are deducted.   Finally, the residual
    net  income  is discounted into a capital  sum at  an appropriate  rate
    which  is  then  indicative  of  the subject property's current value in
    the marketplace.

    In  this Income Approach to the valuation of the subject,  we have utilized
a 10 year holding period for the investment with the cash flow analysis
commencing on January 1, 1997. Although an  asset  such  as  the subject has a
much longer  useful life, investment analysis becomes more meaningful if
limited to a time period  considerably less than the real estate's  economic
life, but  of  sufficient  length for an investor.  A  10-year holding period
for  this investment is long enough to model the asset's performance   and
benefit  from  its  continued   lease-up and remerchandising,  but  short
enough to  reasonably  estimate the expected income and expenses of the real
estate.

The  revenues  and  expenses which an informed  investor may expect  to incur
from the subject property will vary, without  a doubt,  over the holding
period.  Major investors active  in the market  for this type of real estate
establish certain parameters in  the computation of these cash flows and
criteria for decision making which this valuation analysis must include if it
is to  be truly  market-oriented.   These current computational parameters are
dependent upon market conditions in the area of the subject property as well as
the market parameters for this type  of real estate which we view as being
national in scale.

    By  forecasting the anticipated income stream and discounting future  value
at reversion into current value, the capitalization process  may be applied to
derive a value that an investor would pay  to receive that particular income
stream.  Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved.  Our
valuation endeavors  to  reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject.  In this regard,  we see
the subject as a long term investment opportunity for a competent
owner/developer.

    An  analytical real estate computer model that simulates the behavioral
aspects  of  property  and  examines   the results mathematically is employed
for the discounted cash flow analysis. In this instance, it is the PRO-JECT
Plus+ computer model. Since investors  are the basis of the marketplace in
which the subject property  will  be  bought and sold, this  type  of analysis
is particularly  germane to the appraisal problem at hand.   On the Facing Page
is a summary of the expected annual cash flows from the  operation of the
subject over the stated investment holding period.  (NOT INCLUDED)

    A  general outline summary of the major steps involved may be listed as
follows:

    1.Analysis of the income stream: establishment of an economic (market) rent
        for tenant space; projection of future revenues annually based upon
        existing and pending leases, probable renewals at market rentals, and
        expected vacancy experience;

    2.                       Estimation of a reasonable period of time to
achieve stabilized occupancy of the existing property and make all necessary
improvements for marketability;

    3.                       Analysis of projected escalation recovery income
based upon an analysis of the property's history as well as the experiences of
reasonably similar properties;

    4.                       Derivation of the most probable net operating
income and pre-tax cash flow (net income) less reserves, tenant improvements,
leasing commissions and any extraordinary expenses to be generated by the
property) by subtracting all property expenses from the effective gross income;
and

    5.                       Estimation of a reversionary sale price based upon
capitalization of the net operating income (before reserves, tenant
improvements and leasing commissions or other capital items) at the end of the
projection period.

    Following  is  a detailed discussion of the components which form the basis
of this analysis.

Potential Gross Revenues

    The  total potential gross revenues generated by the subject property  are
composed of a number of distinct elements: minimum rent determined by lease
agreement; additional overage rent based upon  a  percentage of retail sales; a
reimbursement  of certain expenses  incurred  in the ownership and operation of
the real estate; and other miscellaneous revenues.

    The   minimum   base   rent  represents  a   legal contract establishing a
return to investors in the real estate, while the passing of certain expenses
on to tenants serves to maintain this return  in  an  era  of  continually
rising costs  of operation. Additional   rent  based  upon  a  percentage  of
retail sales experienced  at  the  subject property  serves  to  preserve the
purchasing  power  of the residual income to an  equity investor over  time.
Finally, miscellaneous income  adds  an additional source  of  revenue  in  the
complete operation  of  the subject property.

 Cranberry
    Mall

  Revenue
  Summary

Initial Year
     of
Investment -
    1997

  Revenue        Amount      Unit     Income
 Component                  Rate *     Ratio
Minimum Rent**  $4,503,768  $  8.57      58.6%

Overage Rent*** $  285,012  $  0.54       3.7%

  Expense       $2,560,996  $  4.87      33.3%
 Recoveries

Miscellaneous   $  340,000  $  0.65       4.4%
   Income

   Total        $7,689,776   $14.63     100.0%

*    Reflects total owned GLA of 525,702 SF

**  Net of free rent

*** Net of recaptures


Minimum Rental Income
    Minimum rent produced by the subject property is derived from that  paid by
the various tenant types.  The projection utilized in  this  analysis  is based
upon the actual rent  roll  and our projected  leasing schedule in place as of
the date of appraisal, together with our assumptions as to the absorption of
the vacant space, market rent growth, and renewal/turnover probability. We have
also made specific assumptions regarding the re- tenanting of the  mall based
upon deals that are in progress and have a strong likelihood of coming to
fruition.  In this regard, we have worked with  Shopco  management and leasing
personnel  to  analyze each pending  deal on a case by case basis.  We have
incorporated all executed  leases in our analysis.  For those pending leases
that are  substantially  along  in  the negotiating  process  and are believed
to have a reasonable likelihood of being completed,  we have  reflected those
terms in our cash flow.  These transactions represent  a reasonable and prudent
assumption from an investor's standpoint.

    The rental income which an asset such as the subject property will generate
for an investor is analyzed as  to  its quality, quantity  and durability.  The
quality and probable duration  of income  will affect the amount of risk which
an informed investor may  expect over the property's useful life.  Segregation
of the income  stream  along  these  lines  allows  us  to  control the
variables  related  to the center's forecasted  performance with greater
accuracy.  Each tenant type lends itself to  a specific weighting  of  these
variables as the risk associated  with each varies.

    The  minimum  rents  forecasted at the subject  property are essentially
derived from various tenant categories: major tenant revenue   consisting  of
base  rent  obligations  of  the four department  stores, revenues from the
cinema and  outparcels and mall tenant revenues consisting of all in-line mall
shops. As  a sub-category of in-line shop rents, we have separated food court
rents and kiosk revenues.

    In our investigation and analysis of the marketplace, we have surveyed, and
ascertained  where possible,  rent  levels being commanded by competing
centers.  However, it should be recognized that  large retail shopping malls
are generally considered to  be separate  entities  by  virtue of age and
design, accessibility, visibility, tenant mix and the size and purchasing power
of its trade  area.   Consequently, the best measure of  minimum rental income
is its actual rent roll leasing schedule.

    As such, our a analysis of recently negotiated leases for new and
relocation tenants at the subject provides important insight into  perceived
market rent levels for the mall.  Insomuch as  a tenant's  ability  to  pay
rent is  based  upon  expected sales achievement, the level of negotiated rents
is directly related to the  individual tenant's perception of their expected
performance at  the  mall.   This is particularly true for the subject where
sales levels have fallen to problematic levels that have resulted in several
leases being renegotiated.

Interior Mall Shops

    Rent from all interior mall tenants comprise the majority  of minimum rent.
Aggregate rent from these tenants is forecasted to be  $2,856,739, or $14.70
per square foot.  Minimum rent may  be allocated to the following components:

Cranberry Mall
Minimum
 Rent
Allocation
Interior Mall
 Shops

            1997      Applicable    Unit Rate
          Revenue        GLA *        (SF)
Mall     $2,542,618     182,516 SF     $13.93
Shops

Kiosks   $   55,000         917 SF     $59.98

Food     $  259,121      10,838 SF     $23.91
Court

Total    $2,856,739     194,271 SF     $14.70

*    Represents leasable area as opposed to actual leased or occupied area
exclusive of non-owned space.

**   Net of free rent


    Our  analysis  of  market rent levels for in-line  shops has resolved
itself to a variety of influencing factors. Although it is  typical  that
larger tenant spaces are leased  at  lower per square  foot rates and lower
percentages, the type of tenant  as well  as  the  variable of location within
the  mall  can often distort this size/rate relationship.

    Typically,  we would view the rent attainment levels  in the existing  mall
as  being representative of the  total property. However,  the  center  is
characterized by many  older  and some troubled  leases  that have been
renegotiated  to  more tolerant levels  based upon the tenants sales
performance.  The following section  details the more important changes which
have influenced the mall over the past twelve months.

Recent Leasing

    The  following  bullet points present an overview  of recent leasing
activity and tenant changes at the subject property:

    -Roy Rogers closed its unit here at year- end 1996.  Ownership is talking
to McDonalds as a replacement.

    -Great Cookie replaced T.J. Cinnamon

    -Bath & Body Works will open in April 1997 on a
10-year lease of 2,200 square feet at an initial rate of $18.00 per square
foot.  Bath & Body reportedly received $80,000 in allowances.

    -Friedman Jewelers has signed a lease for 1,500 square feet at an initial
rent of $26.67 per square foot. Friedman will open in June.

    -Casa Rico opened in Suites 191/193 (5,094 square feet) on a 10-year term
at a flat rental rate of $9.59 per square foot.

    -Bible's Plus a temporary tenant, will become permanent as of April 1997,
signing a 10-year lease starting at $6.88 per square foot.

    There  are  also  a number of tenants who have  signed early renewals at
the property.  Being 10 years old, Cranberry Mall has had  a substantial number
of leases expiring.  Ownership has been relatively successful re-signed
tenants.  The following is a list of tenants renewing at the subject.


S.J. Watch          Nail Studio
Claire's Boutique   Gordon's Jewelers
Travel Agents       Sterling Optical
Pro Image           Footlocker
Treat Shop          General Nutrition
Radio Shack         County Seat
Paul Harris         Footquarter
Hot Sam             Villa Pizza
Sunglass Hut        Subway

    In  addition to this activity, ownership is currently working on a deal
with Transworld Music who will lease 8,500 square feet, occupying  Suites 1.19
to 1.21, currently occupied  by Baltimore Gas  and  Recordtown.  Transworld is
an entertainment/record and tape  format  by the company who operates Tape
World, Recordtown, and  Dream  Machine.  In conjunction with this lease,
Transworld will  close and consolidate its Tape World, Recordtown, and Dream
Machine units into the new store.

    Baltimore  Gas & Electric is proposed to be moved into Suite 1.95  on a
"strip center" type deal, with exterior access to the mall.   Baltimore Gas has
been closing its mall units  in recent years  for  this  type  of  store format
in  community centers. Baltimore  Gas  has not agreed to this deal as of  this
writing, however,  and we have not included this part of the  deal. This
transaction  would  improve this portion of  the  mall, however, leasing  a
suite which has never been permanently occupied since the mall's opening.

    Finally, there are also several stores which will be closing at  the
subject  in 1997.  These stores include Maurice's, Taco Bell, and the stores
associated with the Transworld Music deal.

Recent Leasing by Size

    To  further develop our market rent assumptions in the mall, we  have
arrayed the subject's most recent leases by size on the Facing  Page  chart.
These leases include new deals  and tenant renewals  within the mall.  Since
the bulk of recent leasing has been by smaller to mid-sized tenants, we have
broadened the scope to include several larger lease transactions which are now
two to three years old.

    We  have  looked  at  the most recent leasing  in  the mall, analyzing the
beginning rent, ending rent and lease term. As can be  seen,  27  transactions
have been included,  totaling 80,970 square feet of space.  These deals
represent both new tenants and relocation  tenants to the mall.  The average
rent achieved  is equal  to  $15.50 per square foot.  To better understand
leasing activity  at  the  subject, this type of  analysis  becomes more
meaningful when broken down by size category.

    Our experience has generally shown that there is typically an inverse
relationship between size and rent.  That is to say that the  larger suites
will typically command a lower rent per square foot.   Category  No. 1 (less
than 800 SF) shows  an average  of $37.26  per square foot, while Category 7
(over 10,000 SF) shows an average rent of $11.56 per square foot.

    The  lease terms average approximately 8.4 years.   Over the lease term,
the average rent is shown to increase by 8.2 percent.

Market Comparisons - Occupancy Cost Ratios

    In  further support of developing a forecast for market rent levels,  we
have  undertaken a comparison  of  minimum rent  to projected  sales  and total
occupancy  costs  to  sales ratios. Generally, our research and experience with
other regional malls shows  that  the ratio of minimum rent to sales falls
within the 7.0  to 10.0 percent range in the initial year of the lease with 7.5
percent  to  8.5  percent being  most  typical.   By adding additional  costs
to  the tenant, such as real  estate  tax and common area maintenance
recoveries, a total occupancy cost may be derived.  Expense recoveries and
other tenant charges can add  up to  100 percent of minimum rent and comprise
the balance of total tenant costs.

    The  typical  range for total occupancy cost-to-sales ratios falls  between
11.0 and 15.0 percent.  As a general  rule, where sales  exceed $250 to $275
per square foot, 14.0 to 15.0 percent would be a reasonable cost of occupancy.
Experience and research show  that  most tenants will resist total occupancy
costs that exceed 15.0 to 18.0 percent of sales.  However, ratios of upwards to
20.0  percent  are not uncommon.  Obviously, this comparison will vary from
tenant to tenant and property to property.

    In  higher  end  markets where tenants are able  to generate sales  above
industry averages, tenants can generally  pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants  perceive  that their sales will
be  increasing  at real rates  that  are in excess of inflation, they will
typically  be more  inclined to pay higher initial base rents.  Obviously, the
opposite  would  be true for poorer performing  centers  in that tenants  would
be squeezed by the thin margins related  to below average  sales.  With fixed
expenses accounting for a significant portion  of  the tenants contractual
obligation, there would  be little room left for base rent.

    In  this context, we have provided an occupancy cost analysis for  several
regional malls with which we have had direct insight over  the  past  year.
This  information  is  provided  on the Following  Page.  On average, these
ratio comparisons provide  a realistic check against projected market rental
rate assumptions.

Occupancy Cost Analysis/Comparison Chart (NOT INCLUDED)

From  this  analysis we see that the ratio of  base rent  to sales  ranges from
7.1 to 10.6 percent, while the total occupancy cost  ratios  vary from 9.6 to
17.3 percent when all recoverable expenses  are  included.  The surveyed mean
for  the  malls and industry  standards  analyzed is 8.3 percent  and  13.4
percent, respectively. Some of the higher ratios are found in older malls
situated in urban areas that have higher operating structures due to  less
efficient layout and designs, older physical plants, and higher  security
costs, which in some malls can  add upwards  of $2.00 per square foot to common
area maintenance.

    These  relative measures can be compared with two well known publications,
The Score (1995) by the International Council  of Shopping  Centers and Dollars
& Cents of Shopping Centers (1995) by  the  Urban  Land  Institute.  The  most
recent publications indicate  base rent to sales ratios of approximately 7.0 to
8.0 percent  and total occupancy cost ratios of 10.1 to 12.3 percent,
respectively.

    In general, while the rental ranges and ratio of base rent to sales  vary
substantially from mall to mall and tenant to tenant, they  do provide general
support for the rental ranges and ratio which is projected for the subject
property.

Conclusion - Market Rent Estimate for In-Line Shops

    Previously,  in  the Retail Market Analysis  section  of the appraisal, we
discussed   the  subject's   sales potential. Comparable  mall sales in
calendar year 1996 are reported to  be approximately  $234  per square foot. In
light  of  the mall's performance, we are forecasting sales to grow by 2.0
percent  in 1997 to approximately $238 per square foot.

    After  considering  all of the above,  we  have developed  a weighted
average rental rate of approximately $16.20 per square foot  based upon a
relative weighting of a tenant space by size. We  have  tested this average
rent against total occupancy cost. Since  total occupancy costs are projected
to be at the high end for  a  mall  of  the subject's calibre, we feel that
base rent should  not exceed an 7.0 percent ratio (to sales) on average  as
shown below.

           Base Rent to Sales     Implied Rent at
                 Ratio                $238/SF

                  6.5%                $15.47
                  7.0%                $16.66
                  7.5%                $17.85

    The  average rent is a weighted average rent for all  in- line mall tenants
only.  This average market rent has been allocated to space as shown on the
Facing Page.

Occupancy Cost - Test of Reasonableness

    Our weighted average rent of approximately $16.20 can next be tested
against total occupancy costs in the mall based upon the standard  recoveries
for new mall tenants.  Our  total occupancy cost analyses can be found on the
following chart.

       Cranberry Mall
    Total Occupancy Cost
      Analysis - 1997
        Tenant Cost                     Estimated Expenses/SF
Economic Base Rent                      $   16.20
                                        (Weighted Average)
Occupancy Costs (A)
    Common Area Maintenance    (1)      $    8.73
    Real Estate Taxes          (2)      $    3.44
    Other Expenses             (3)      $    2.50
Total Tenant Costs                      $   30.87
Projected Average Sales (1995)          $  238.00

Rent to Sales Ratio                   6.81%

Cost of Occupancy Ratio              12.97%

(A)  Costs   that  are  occupancy sensitive will decrease  for new  tenants on
a unit  rate basis as lease-up occurs and the   property   stabilizes. Average
occupied  area  for mall   tenant  reimbursement varies   relative  to   each
major recovery type.

(1)  CAM expense is based on average annual occupied area.   Generally,  the
     standard  lease  clause provides   for   a   15 percent  administrative
     factor   less   certain exclusions    including anchor and major tenant
     contributions.      The standard denominator is based    on    occupied
     (leased)         versus leasable    area.     A complete discussion  of
     the  standard  recovery formula   is  presented later in this report.

(2)  Tax  estimate is  based upon  an average annual occupied area which  is
     the  recovery basis for taxes.  It is exclusive of majors contributions
     (department stores  and tenants  greater   than 10,000 square feet).

(3)  Other expenses include tenant contributions for mall and premises HVAC and
other miscellaneous items.


    Total  costs,  on  average, are shown to be 13.0 percent  of projected
average 1997 retail sales which we feel  is  high but moderately  manageable.
This is due primarily to the  fact that fixed  expenses at the subject are
projected to be nearly $14.00 per square foot.

    However,  since  these costs are occupancy sensitive  to the extent their
recovery is tied to the average occupied area of the mall, they will moderate
as the mall leases up. Furthermore, for tenants  who use GLA as the basis for
their denominator recovery, will have a much lower expense obligation.

Food Court
    The  10,838  square foot food court provides for a total  of eleven suites
which  is  slightly  large  for  a  food court. Currently, there are two
vacancies (1.13 and 2.57) although some of  the  existing tenants are having
trouble and will likely not renew  or  may leave if they don't obtain rent
relief.  The most recent  lease was signed with Great Cookie who replaced
Cinnabon took  1,012  square feet in February 1996 for  ten  years at  an
initial  rent of $21,000 ($20.75 per square foot) which steps  to $26.68. Other
existing rents range from a low  of  $17.68 per square foot (Taco Bell) to a
high of $44.44 per square foot (Hot Sam).   The more productive stores in terms
of unit sales volume include  Pretzels Plus ($465 per square foot), Subway
($432 per square foot) and Taco Bell ($274 per square foot).

After  giving consideration to the above, we have ascribed  a market  rent  of
$30.00 per square foot to all food court suites less  than 1,100 square feet.
For those suites which are larger, we have used a rate of $22.50 per square
foot.

Kiosks

    There  are  six  permanent kiosks provided for  at Cranberry Mall.  Three
are leased according to the following terms:

    Tenant       Size (SF)    Annual     Unit Rent
                               Rent
 Sunglass Hut       150     $17,000 *     $113.33
Piercing Pagoda     120     $20,000 **    $166.67
Things Remembered   160     $18,000       $112.50

*   Steps to $19,000
**  Steps to $22,000


    We  have  leased  the remaining three kiosks at  $20,000 per annum,
assuming five year terms and flat leases with  no rental increases.  Permanent
kiosks also pay mall charges.

Concessions
    Free rent is an inducement offered by developers to entice  a tenant  to
locate  in their project over a  competitor's. This marketing tool has become
popular in the leasing of office space, particularly in view of the
over-building which has occurred  in many  markets.  As a rule, most major
retail developers have been successful  in  negotiating leases without
including  free rent. Our  experience  with  regional malls shows  that  free
rent  is generally  limited to new projects in marginal locations without
strong anchor tenants that are having trouble leasing, as well as older centers
that are losing tenants to new malls in their trade area.  Management reports
that free rent has been a relative non- issue  with  new  retail tenants.  A
review of  the  most recent leasing confirms this observation.  It has
generally been limited to one or two months to prepare a suite for occupancy
when it has been given.

    Accordingly,  we do not believe that it will be necessary  to offer  free
rent to retail tenants at the subject.  It  is noted that  while  we  have not
ascribed any free rent  to  the retail tenants,  we  have, however, made rather
liberal  allowances for tenant workletters which acts as a form of inducement
to convince a  tenant to locate at the subject.  These allowances are liberal
to  the  extent that ownership has been relatively successful  in leasing space
"as is" to tenants.  As will be  explained in  a subsequent section of this
appraisal, we have made allowances  of $10.00  per square foot to new
(currently vacant) and for future turnover space.  We have also ascribed a rate
of $3.00 per square foot  to rollover space.  Raw space is given a $25.00 per
square foot  allowance.  This assumption offers further support for the
attainment of the rent levels previously cited.

Absorption
    Finally,  our  analysis  concludes that  the  current vacant retail space
will be absorbed over a two and one-half year period through  October 1999.  We
have identified 35,953 square feet  of vacant  space,  net  of newly executed
leases and  pending deals which  have  good  likelihood of coming  to fruition.
This  is equivalent  to 18.5 percent of mall GLA and 6.8 percent overall. It is
noted that vacancy has decreased slightly over  the past year.   The  chart  on
the  Facing Page  details  our projected absorption schedule.

    The  absorption of the in-line space over a two to three year period  is
equal  to  3,268 square feet per  quarter.   We have assumed  that the space
will all lease at 1997 base  date market rent  estimates  as  previously
referenced.   Effectively, this assumes  no rent inflation for absorption
space.  We have assumed an eight year average lease term with a 10.0 percent
rent step at the  start of year five.  Based on this lease-up assumption, the
following chart tracks occupancy through 1999.

        Annual Average
        Occupancy (Mall GLA)
     1997        80.24%
     1998        85.67%
     1999        95.03%
     2000        98.00%

Cinema and Outparcels
    The  cinema and outparcels contribute approximately $328,535 in  base rent.
The cinema currently pays $9.47 per square foot which steps up to $10.15 per
square foot in September 1997. Long John  Silver  and  Kentucky Fried Chicken
are  currently paying $34,000  and $46,290, respectively.  Both leases have
stipulated rent increases.

Anchor Tenants
    The  final category of minimum rent is related to the anchor tenants  which
pay rent at the subject property.  Anchor tenant revenues are forecasted to
amount to $1,340,169 in calendar year 1996.   This amount is equal to $4.38 per
square foot  of anchor store GLA and represents 29.4 percent of total minimum
rent. The following schedule summarizes anchor tenant rent obligations.

                      Cranberry Mall
             Scheduled Anchor Tenant Revenues

  Tenant     Demised   Expiration With   Annual     Unit
              Area         Options        Rent      Rate

  Caldor     81,224SF   January 2028     $568,568   $7.00

   Sears     70,060SF   October 2012     $195,000   $2.78

  Leggett    65,282SF    March 2027      $228,487   $3.50

Montgomery   89,260SF   October 2030     $348,114   $3.90
   Ward

Total       305,826SF         -        $1,340,169   $4.38


    While  anchor tenants contribute a relatively low amount  of rent  on  a
unit  rate basis, it is important to recognize that their  aggregate
contribution is quite substantial.  With nearly 30.0  percent  of  minimum base
revenues in the initial year  of investment, anchor tenant revenues provide
stability to the cash flow by virtue of their creditworthiness.

    As  noted,  Leggett will be converted into a  Belk store  in March 1997. We
view this as a positive move since Belk generally has  better  a marketing
strategy and better shopper recognition. We  would also note that Caldor
remains in bankruptcy as of this writing.  Although Caldor has told ownership
that they intend  to keep  this store open, this tenant remains a risk to be
factored into such an analysis.

Rent Growth Rates
    Market  rent  will,  over the life of  a  prescribed holding period,  quite
obviously follow an erratic pattern.  The tenants' ability  to pay rent is
closely tied to its increases  in sales. However,  rent  growth can be more
impacted  by  competition and management's  desire  to attract and keep certain
tenants that increase  the mall's synergy and appeal.  As such, we  have been
conservative in our rent growth forecast at a stabilized rate  of 3.0 percent
(below our forecasted expense growth).

          Market Rent
          Growth Rate
          Forecast

        Period          Annual Growth
                        Rate *
        1997            Flat
        1998            +2.0%
        Thereafter      +3.0%

* Indicated growth rate over the previous year's rent

Releasing Assumption
    The  typical  lease  term for new in-line  retail leases  in centers such
as the subject generally ranges from five to twelve years.   Market practice
dictates that it is not uncommon to get rent bumps throughout the lease terms
either in the form of fixed dollar  amounts  or a percentage increase based
upon changes  in some  index, usually the Consumer Price Index (CPI).   Often
the CPI clause will carry a minimum annual increase and be capped  at a higher
maximum amount.

    For new leases in the regional malls, ten year terms are most typical.
Essentially, the developer will  deliver  a "vanilla" suite  with  mechanical
services roughed in and minimal interior finish.   This  allows  the  retailer
to  finish  the suite  in accordance with their individual specifications.
Because of the up-front  costs incurred by the tenants, they require a ten year
lease  term  to  adequately amortize  these  costs.   In certain instances, the
developer will offer some contribution to the cost of finishing out a space
over and above a standard allowance.

    Upon lease expiration, it is our best estimate that there  is a  60.0
percent probability that an existing tenant  will renew their  lease  while the
remaining 40.0 percent will vacate their space at this time.  While the 40.0
percent may be slightly high by  some  historic  measures,  we think  that  it
is  a prudent assumption  in light of what has happened over the  past several
months.  Furthermore, the on-going targeted remerchandising will result  in
early terminations and relocations that  will likely result  in some
expenditures by ownership.  An exception to this assumption  exists with
respect to existing tenants who,  at the expiration  of  their  lease, have
sales that  are substantially below  the  mall  average  and have no  chance to
ever achieve percentage  rent. In these instances, it is our  assumption that
there  is  a 100 percent probability that the tenant will vacate the property.
This is consistent with ownership's philosophy  of carefully and selectively
weeding out under-performers.

    As  stated above, it is not uncommon to get increases in base rent over the
life of a lease.  Our global market assumptions for non-anchor  tenants may be
summarized as shown on  the following page.

                        Cranberry Mall
                     Renewal Assumptions

               Lease                      Free   Tenant          Lease
Tenant Type    Term      Rent Steps       Rent   Alterations     Commissions

Mall Shops and  8 yrs.   10% in 5th year  No     Yes             Yes
Food Court

Kiosks          5 yrs.   Flat             No     No              Yes

Upon  lease  rollover/turnover, space  is  forecasted to  be released  at  the
higher of the last effective rent (defined  as minimum  rent  plus overage rent
if any) and the ascribed market rent  as detailed previously increasing by our
market rent growth rate assumption.

Conclusion - Minimum Rent In  the initial full year of the investment (CY
    1997), it  is projected  that  the subject property will produce
    approximately $4,503,768  in  minimum  rental income.   Minimum  rental
    income accounts  for  58.6  percent  of all  potential  gross revenues.
    Further  analysis  shows that over the holding period  (CY 1997- 2006),
    minimum rent advances at an average compound annual rate of 2.6 percent.
    This increase is a synthesis of the mall's lease- up,  fixed rental
    increases as well as market rents from rollover or  turnover  of space.  On
    a more stabilized basis  (1999- 2006), rent increases at an annual rate of
    only 1.7 percent per year.

Overage Rent
    In addition to minimum base rent, many tenants at the subject property have
contracted  to pay a percentage  of  their gross annual sales over a
pre-established base amount as overage rent. Many  leases  have a natural
breakpoint although  a  number have stipulated breakpoints.  The average
overage percentage for small space  retail  tenants is in a range of 5.0 to 6.0
percent with food  court  and kiosk tenants generally at 7.0 to 10.0 percent.
Anchor  tenants typically have the lowest percentage clause with ranges of 1.5
to 3.0 percent most common.

    Traditionally, it takes a number of years for a retail center to  mature
and  gain acceptance before generating  any sizeable percentage  income.  As a
center matures, the  level  of overage rents typically becomes a larger
percentage of total revenue.  It is  a  major  ingredient protecting the equity
investor against inflation.

    In  the  Retail  Market Analysis section of this report,  we discussed the
historic and forecasted sales levels for  the mall tenants.   Because  the mall
has seen a  substantial amount  of tenant  defections and charges, it is
difficult to  predict with accuracy  what sales will be on an individual tenant
level. As such, we have employed the following methodology:

    -For existing tenants who report sales, we have forecasted that sales will
continue at our projected sales growth rate as discussed herein.

    -For tenants who do not report sales or who do not have percentage clauses,
we have assumed that a non- reporting tenant will always occupy that particular
space.

    -For new tenants, we have projected sales at the forecasted average for the
center at the start of the lease.

Thus,  in  the  initial full year of the  investment holding period, overage
revenues are estimated to amount to $285,012 (net of  any recaptures)
equivalent to $0.54 per square foot of total GLA and 3.7 percent of potential
gross revenues.

    On  balance,  our  forecasts are deemed to  be conservative. Generally,
most percentage rent is projected to come from Sears and  Wards  with nearly
70.0 percent of the property's forecasted overage rent.

Sales Growth Rates

We  have  forecasted  that sales for  existing  tenants will increase  2.0
percent  in 1997, 2.5 percent  in  1998,  and 3.0 percent thereafter.

 Sales Growth Rate Forecast

Period          Annual
                Growth Rate
1997            + 2.0%
1998            + 2.5%
Thereafter      + 3.0%



    In  all,  we believe we have been conservative in  our sales forecast for
new and turnover tenants upon the expiration of  an initial  lease.  At lease
expiration, we have forecasted  a 40.0 percent  probability that a tenant will
vacate.  For new tenants, sales  are established based upon the mall's average
sales level. Generally,  for  existing  tenants we  have  assumed  that sales
continue  subsequent to lease expiration at their previous level unless  they
are  under-performers that  prompt  a  100 percent turnover  probability then
sales are reset to  the corresponding mall overage.

Expense Reimbursement and Miscellaneous Income
    By  lease  agreement, tenants are required to  reimburse the lessor  for
certain  operating expenses.  Included  among these operating  items  are real
estate taxes, insurance,  common area maintenance  (CAM)  and certain
miscellaneous  charges including mall  and  premise  HVAC.  Miscellaneous
income  is essentially derived  from specialty leasing for temporary tenants,
Christmas kiosks and other charges including special pass-throughs. In the
first  full   year  of the investment, it is projected  that the subject
property  will generate approximately $2.56 million  in reimbursements for
these operating expenses and $340,000 in other miscellaneous income.

    Common  area  maintenance and real estate tax recoveries are generally
based upon the tenants pro-rata share of  the expense item.   Because  it  is
an older center, there  exists numerous variations to the calculation procedure
of each.  We have relied upon  ownership's calculation for the various recovery
formula's for  taxes and CAM.  At rollover, all of the tenants are assumed to
be  subject to the standard lease form described below. The standard lease
provides for the recovery of CAM expenses plus  a 15.0 percent administrative
fee.

Common Area Maintenance
    Under  the  standard lease, mall tenants pay  their  pro- rata share   of
the   balance  of  the  CAM  expense  after anchor contributions are deducted
and an administrative charge  of 15.0 percent  is  added.  Provided below is a
summary of the standard clause that exists for a new tenant at the mall.


  Common Area Maintenance Recovery Calculation
 --------------------------------------------------
   CAM       Actual hard cost for year exclusive
 Expense        of interest and depreciation

   Add             15% Administration fee

   Add       Interest and depreciation inclusive
             of allocated portion of renovation
                    expense if applicable

   Less     Contributions from department stores
            and mall tenants over 10,000(m/l) square
                            feet

 Equals:    Net pro-ratable CAM billable to mall
                tenants on the basis of gross
               leasable occupied area (GLOA).


    All  department stores pay nominal amounts for CAM.  The 1997 budgeted CAM
billings for the majors can be detailed as follows:

                     Cranberry Mall
 Department Store Common Area Maintenance Obligations - 1997

   Store            Description           Contribution

   Sears     Yrs   1-  5 None                $13,000
             Yrs    6-10  @ $13,000/Yr.
             ($.185/SF)
             Yrs  11-15  @  $16,250/Yr.
             ($  .23/SF)
             Option @ $16,250/Yr.

  Leggett    None                            $     0

   Caldor    Average   of   first    60      $16,221
             months
             CAM serves as base,
             Then pro-rata increases

 Montgomery  Yrs    1 - 5 @ $44,630/Yr.      $44,630
    Ward     ($.50/SF)
             +   $.05/SF   every   five
             years thereafter

   Total                                     $73,851


    In addition, the standard lease provides for the exclusion of tenants in
excess of 10,000 square feet from the calculation when computing a tenant's
pro-rata share of CAM.  This has the  effect of excluding Fashion Bug, Lerner,
and the Cinema.  In 1997, their CAM  contributions are budgeted at $66,216,
$76,017 and $151,348, respectively.

Real Estate Taxes
    Anchor  tenants also make contribution to real estate  taxes. In  general,
the mall standard is for the mall  tenants  to  pay their  pro-rata share based
upon the average occupied area during the  year.  Sears will pay based on its
pro-rata share  over  the fifth  lease  year.  Both Caldor and Leggett pay
based  on  their calculated  share over a base amount.  Wards now has  a
pro-rata assessment  and  they pay taxes based on this  amount.   Budgeted 1997
anchor tenant tax contributions are as follows:

      Major's Real Estate Tax
       Contributions - 1997

      Caldor          $  49,882
     Leggett          $  32,916
 Montgomery Ward      $  62,584
      Sears           $  15,584
      Total           $ 160,874


    Finally,  since the new mall standard contribution  is  based upon an
exclusion of tenants in excess of 10,000 square feet, the Cinema,  Lerner,  and
Fashion  Bug  budgeted  contributions  are excluded.  The balance of the 1997
budgeted tax expense is passed through to the mall tenants.

Other Recoveries
    Other  recoveries consist of insurance common  area  or  mall HVAC recovery
and premise HVAC recovery.  Insurance billings  are essentially relegated to
older leases within the mall.  The newer lease structure covers the cost of any
of these items within  the tenants  CAM  charge.  These latter two charges are
assessed  to tenants  by  lease agreement.  In 1996, the unit market  rate  is
estimated  at  $1.00 per square foot and $1.50 per  square  foot, respectively.
We  note that management has been  successful  in negotiating  higher  rates
from  new  tenants.   However,  other tenants have negotiated rates below these
figures.  Therefore, we have  selected  these rates as they fall near the
middle  of  the range for typical recoveries within the mall.

Temporary Leasing and Miscellaneous Income
    Miscellaneous revenues are derived from a number of  sources.
One  of  the more important is specialty leasing.  The  specialty
leasing  is  related to temporary tenants that occupy vacant  in-
line  space.   Shopco  has been relatively successful  with  this
procedure at many of their malls.

    Other  sources  of miscellaneous revenues included  forfeited security
deposits,  temporary kiosk (Christmas)  rentals,  phone revenues,  lottery
commissions, interest income and  income  from the  renting  of  strollers. We
have  forecasted  miscellaneous income of $70,000 in 1997.  In addition,
management is projecting $274,000  from temporary tenants.  We have used
$270,000  in  our first  year  forecast.   On  balance, we  have  forecasted
these aggregate  other revenues at $340,000 which we project will  grow by  3.0
percent  per annum.  Our forecast for  these  additional revenues is net of
provision for vacancy and credit loss.

Allowance for Vacancy and Credit Loss
    The  investor  of an income  producing property is  primarily interested in
the cash revenues that an income-producing property is  likely  to produce
annually over a specified period  of  time rather  than what it could produce
if it were always 100  percent occupied  with all tenants actually paying rent
in  full  and  on time.   It  is normally a prudent practice to expect some
income loss,  either  in the form of actual vacancy or in  the  form  of
turnover,  non-payment  or  slow payment  by  tenants.   We  have reflected  an
8.0  percent  stabilized  contingency   for   both stabilized  and unforeseen
vacancy and credit loss.  Please  note that  this  vacancy and credit loss
provision is applied  to  all mall  tenants equally and is exclusive of all
revenues  generated by anchor stores.

    We  have phased in the 8.0 percent factor as the mall  leases up based upon
the following schedule.

1997             3.0%
1998             4.0%
1999             6.0%
Thereafter       8.0%


    In  this analysis we have also forecasted that there is a  60 percent
probability  that an existing tenant  will  renew  their lease.   Upon
turnover,  we  have  forecasted  that  rent   loss equivalent  to  six months
would be incurred to account  for  the time  and/or  costs associated with
bringing the  space  back  on line.   Thus,  minimum rent as well as overage
rent  and  certain other income has been reduced by this forecasted
probability.

    We  have  calculated  the effect of the  total  provision  of vacancy  and
credit loss on the in-line shops.  Through  the  10 years of this cash flow
analysis, the total allowance for vacancy and credit loss, including provisions
for downtime, ranges from a low of 9.2 percent of total potential gross
revenues to a high of 22.8  percent.  On average, the total allowance for
vacancy  and credit  loss  over  the 10 year projection period  averages  12.8
percent of these revenues.

           Total Rent Loss Forecast *

 Year     Credit     Physical      Total Loss
           Loss       Vacancy       Provision
 1997       3.00%         19.76%          22.76%
 1998       4.00%         14.33%          18.33%
 1999       6.00%          4.97%          10.97%
 2000       8.00%          2.00%          10.00%
 2001       8.00%          1.15%           9.15%
 2002       8.00%          3.63%          11.63%
 2003       8.00%          2.38%          10.38%
 2004       8.00%          1.90%           9.90%
 2005       8.00%          3.26%          11.26%
 2006       8.00%          5.82%          13.82%
 Avg.       6.90%          5.92%          12.82%

*   Includes phased global vacancy provision for unseen vacancy and credit loss
as well as weighted downtime provision of lease turnover.


    As  discussed,  if an existing mall tenant  is  a  consistent
under-performer with sales substantially below the mall  average, then  the
turnover  probability applied is  100  percent.   This assumption,  while
adding  a  degree  of  conservatism  to   our analysis,  reflects the reality
that management will  continually strive  to  replace under performers.  On
balance, the  aggregate deductions  of all gross revenues reflected in this
analysis  are based  upon  overall long-term market occupancy  levels  and  are
considered what a prudent investor would conservatively allow for credit  loss.
The remaining sum is effective gross income  which an  informed  investor  may
anticipate the  subject  property  to produce.   We  believe  this is
reasonable in  light  of  overall vacancy  in  this subject's market area as
well  as  the  current leasing structure at the subject.

Effective Gross Income
    In  the  initial  full  year  of  the  investment,  CY  1997, effective
gross revenues ("Total Income" line on cash flow)  are forecasted  to amount to
approximately $7,522,055, equivalent  to $14.31 per square foot of total owned
GLA.

 Effective Gross Revenue Summary Initial Year of Investment - 1997

                    Aggregate    Unit     Income
                       Sum       Rate      Ratio
 Potential Gross   $7,689,776   $14.63      100.0%
      Income
Less: Vacancy and  $ (167,721)  $ 0.32        2.2%
   Credit Loss

 Effective Gross   $7,522,055   $14.31       97.8%
      Income

Expenses
    Total expenses incurred in the production of income from  the subject
property  are divided into two categories:  reimbursable and   non-reimbursable
items.   The  major  expenses  which  are reimbursable   include  real  estate
taxes   and   common   area maintenance,   utilities  and  insurance.   The
non-reimbursable expenses  associated  with the subject property  include
certain general and administrative expenses, ownership's contribution  to the
merchants association/marketing fund, management charges and miscellaneous
expenses.  Other expenses include a reserve for the replacement  of short-lived
capital components, alteration  costs associated with bringing space up to
occupancy standards, leasing commissions and a provision for capital
expenditures.

    The various expenses incurred in the operation of the subject property have
been  estimated from information  provided  by  a number  of  sources.   We
have reviewed the  subject's  component operating history for prior years as
well as the 1997 Budget  for these  expense  items.   This  information  is
provided  in  the Addenda.   We  have compared this information to  published
data which  are  available, as well as comparable expense information. Finally,
this  information has been tempered by  our  experience with other regional
shopping centers.

Expense Growth Rates
    Expense  growth  rates are generally forecasted  to  be  more consistent
with  inflationary  trends  than  necessarily   with competitive market forces.
Unless otherwise cited, expenses  are forecasted  to  grow by 3.5 percent per
annum  over  the  holding period.

Reimbursable Operating Expenses
    We  have  analyzed  each  item of  expense  individually  and attempted to
project what the typical investor in a property like the  subject  would
consider  reasonable,  based  upon  informed opinion,  judgment and experience.
The following is  a  detailed summary  and  discussion of the reimbursable
operating  expenses incurred  in  the  operation of the subject property during
the initial year of the investment holding period.

    Common  Area Maintenance - This expense category includes the  annual  cost
    of miscellaneous building  maintenance contracts,  recoverable  labor  and
    benefits,  security, insurance,   landscaping,  snow  removal,  cleaning
    and janitorial,   exterminating,  supplies,  trash   removal, exterior
    lighting,  common area energy,  gas  and  fuel, equipment  rental, interest
    and depreciation,  and  other miscellaneous   charges.   In  addition,
    ownership   can generally   recoup  the  cost  of  certain  extraordinary
    capital  items  from  the tenants.   Typically,  this  is limited  to
    certain miscellaneous capital  expenditures. In  malls like the subject
    where the CAM budget is  high, discretion must be exercised in not trying
    to pass  along every  charge as tenants will resist.  As discussed,  the
    standard lease agreement allows management to pass  along the CAM expense
    to tenants on the basis of occupied gross leasable    area.    Furthermore,
    the   interest    and depreciation expense is a non-operating item that
    serves to increase the basis of reimbursement from mall tenants. Mall
    renovation costs may also be passed along.  However, as  discussed, we have
    not forecasted that any  of  these charges will be passed along to a mall
    tenant due to  the high  cost of occupancy.  Most tenants are subject  to a
    15.0  percent administrative surcharge although some  are assessed  25.0
    percent.  Historically,  the  annual  CAM expense  (before anchor
    contributions) can be  summarized as follows:

Historical CAM Expense
_____________________________
Year               Aggregate
                     Amount
1993               $1,027,000
1994               $1,237,000
1995               $1,348,000
1996 Forecast      $1,384,903
1997 Budget        $1,305,060


    The  1997  CAM  budget is shown to be  $1,305,000  before interest and
    depreciation charges.  An allocation of this budget  by  line item provided
    in the Addenda.   We  have used  $1,305,000  in  our analysis, equal  to
    $6.72  per square  foot  of mall shop GLA.  Provided on  the  Facing Page
    is  a  survey  of comparable CAM budgets  of  other regional malls which
    support this estimate.

    Real Estate Taxes - The projected taxes to be incurred in 1997 are equal to
    $726,000, up from $670,520 in 1996.  As discussed,  the  standard recovery
    for  this  expense  is charged  on  the basis of average occupied area  of
    non- major  mall  tenant GLA.  Taxes are charged to  the  mall tenants
    after first deducting department store and  major tenant contributions.

    HVAC  -  This expense is essentially related to providing service  for
    heating, ventilating and air  conditioning. The  tenants  at Cranberry Mall
    reimburse for  both  mall HVAC  (common area) and premise HVAC (individual
    usage). These recoveries have been detailed previously.  The 1997 expense
    to  ownership is budgeted at $405,478,  up  from $398,297 in 1996.

Non-Reimbursable Expenses
    Total  non-reimbursable expenses at the subject property  are projected
from accepted practices and industry standards.  Again, we  have  analyzed each
item of expenditure  in  an  attempt  to project  what the typical investor in
a property similar  to  the subject  would consider reasonable, based upon
actual operations, informed  opinion, and experience.  The following is  a
detailed summary  and discussion of non-reimbursable expenses incurred  in the
operation  of  the subject property for  the  initial  year. Unless otherwise
stated, it is our assumption that these expenses will increase by 3.5 percent
per annum thereafter.

    General  and  Administrative - Expenses  related  to  the administrative
    aspects  of  the  mall   include   costs particular  to  the  operation  of
    the  mall,  including salaries,   travel  and  entertainment,  and   dues
    and subscriptions.  A provision is also made for professional services
    including legal and accounting fees  and  other professional  consulting
    services.  In 1997,  we  reflect general and administrative expenses of
    $65,000.

    Merchant  Association/Marketing -  Merchants  Association charges represent
    the landlord's contribution to the cost of  the association for the
    property.  Also included  are expenses   related  to  the  temporary tenant
    program including payroll for the promotional and leasing  staff. In  the
    initial year, the cost is forecasted to amount to $130,000.

    Miscellaneous - This catch-all category is  provided  for various
    miscellaneous and sundry expenses that ownership will  typically incur.
    Such items as unrecovered  repair costs,  preparation  of  suites  for
    temporary  tenants, certain non-recurring expenses, expenses associated
    with maintaining vacant space, and bad debts in excess of  our credit  loss
    provision would be included here.   In  the initial year, these
    miscellaneous items are forecasted to amount to approximately $70,000.

    Management  -  The  annual cost of managing  the  subject property  is
    projected to be 4.0 percent of minimum  and percentage  rent.  In the
    initial year of  our  analysis, this amount is shown to be $191,551.
    Alternatively, this amount  is  equivalent to $0.99 per square foot  of
    mall shop GLA, or approximately 2.6 percent of effective gross income. Our
    estimate  is  reflective  of  a   typical management  agreement  with a
    firm  in  the  business  of providing professional management services.
    This  amount is  considered typical for a retail complex of this size. Our
    investigation into the market for this property type indicates  an  overall
    range of fees of 3 to  5  percent. Since  we  have  reflected  a structure
    where  ownership separately charges leasing commissions, we have used  the
    mid-point of the range as providing for compensation  for these services.

    Alterations - The principal component of this expense  is ownership's
    estimated cost to prepare a vacant suite  for tenant use.  At the
    expiration of a lease, we have made a provision  for the likely expenditure
    of some  monies  on ownership's  part for tenant improvement allowances. In
    this  regard,  we have forecasted a cost  of  $10.00  per square  foot for
    turnover space (initial cost growing  at expense growth rate) weighted by
    our turnover probability of  40.0 percent.  We have forecasted a rate of
    $3.00 per square  foot for renewal (rollover) tenants, based  on  a renewal
    probability of 60.0 percent.  The  blended  rate based  on  our  60/40
    turnover probability  is  therefore $5.80  per square foot.  For "raw"
    space which has  never been occupied, we have used a charge of $25.00 per
    square foot.    It  is  also  noted  that  ownership  has   been moderately
    successful in releasing space in its  "as  is" condition.   The  provisions
    made here  for  tenant  work lends  additional support for our absorption
    and  market rent projections.  These costs are forecasted to increase at
    our implied expense growth rate.

    Leasing   Commissions  -  Ownership  has  recently   been charging  leasing
    commissions  internally.   A   typical structure  is $4.00 per square foot
    for new  tenants  and $2.00  per square foot for renewal tenants.  These
    rates are  increased  by  $0.50  and  $0.25  per  square  foot,
    respectively every five years.  This structure implies  a payout up front
    at the start of a lease.  We have elected to  model this same formula as it
    is within the range  of charges  we  have seen for these services.  The
    cost  is weighted    by   our   60/40   percent   renewal/turnover
    probability.   Thus,  upon lease  expiration,  a  leasing commission charge
    of  $2.80 per square  foot  would  be incurred.

    Capital Expenditures - Ownership has budgeted for certain capital
    expenditures which represent items outside of the normal  repairs  and
    maintenance  budget.   As  of  this writing,  the  capital expenditure
    budget  has  not  been approved  but we can make some provisions with
    reasonable certainty for certain repairs.  It is our opinion that  a
    prudent  investor would make some provision for necessary repairs  and
    upgrades.  To this end, we  have  reflected expenditures  of  $80,000 in
    1997 and $50,000  per  annum thereafter  as  a  contingency fund for these
    unforeseen expenses.

    Replacement Reserves - It is customary and prudent to set aside  an  amount
    annually for the replacement of  short- lived  capital  items such as the
    roof, parking  lot  and certain  mechanical items.  The repairs  and
    maintenance expense  category has historically included some  capital items
    which  have been passed through  to  the  tenants. This  appears to be a
    fairly common practice  among  most malls.  However, we feel that over a
    holding period  some repairs or replacements will be needed that will  not
    be passed  on to the tenants.  Due to the inclusion of  many of the capital
    items in the maintenance expense category, the  reserves for replacement
    classification need not  be sizeable.  This becomes a more focused issue
    when the CAM expense  starts to get out of reach and tenants begin  to
    complain.  For purposes of this report, we have estimated an  expense of
    $0.20 per square foot of owned GLA  during the  first  year, thereafter
    increasing  by  our  expense growth rate throughout our cash flow analysis.

Net Operating Income/Net Cash Flow
    The   total  expenses  of  the  subject  property,  including alterations,
commissions, capital expenditures, and reserves  are annually  deducted from
total income, thereby leaving a  residual net  operating income or net cash
flow to the investors  in  each year  of  the holding period before debt
service.  In the initial year of investment, the net operating income is
forecasted to  be equal  to approximately $4.5 million which is equivalent to
60.5 percent  of  effective  gross income.  Deducting  other  expenses
including  capital items results in a net cash flow  before  debt service of
approximately $3.8 million.

                    Cranberry Mall
                   Operating Summary
           Initial Year of Investment - 1997

                   Aggregate    Unit Rate*  Operating
                      Sum                     Ratio
Effective  Gross   $7,522,055     $14.31         100.0%
Income

Operating          $2,970,551    $  5.65          39.5%
Expenses

Net    Operating   $4,551,504    $  8.66          60.5%
Income

Other Expenses     $  692,128    $  1.32           9.2%

Cash Flow          $3,859,376    $  7.34          51.3%

*  Based on total owned GLA of 525,702 square feet.


    Our  cash  flow  model has forecasted the following  compound annual growth
rates over the ten year holding period 1997-2006.

                  1997-    1999-
                   2006     2006
 Net Operating     3.0%     2.0%
    Income
  Cash Flow:       3.1%     1.2%

    Growth   rates   are  shown  to  be  3.0  and  3.1   percent, respectively.
We note that this annual growth is a result of the atypcial  income  in  the
early years of the  cash  flow  due  to vacancy.  On a stabilized basis
(1999-2006), net income growth is shown  to be only 1.9 percent which is a more
reasonable forecast for a real estate investment of the subject's calibre.

Investment Parameters

    After  projecting  the income and expense components  of  the subject
property, investment parameters must be set in order  to forecast  property
performance over the holding  period.   These parameters  include the selection
of capitalization  rates  (both initial  and terminal) and application of an
appropriate discount or  yield  rate, also referred to as the internal rate of
return (IRR).

Selection of Capitalization Rates
    Overall Capitalization Rate
    The  overall  capitalization rate bears a direct relationship between net
operating income generated by the real estate in  the initial  year of
investment (or initial stabilized year) and  the value  of  the  asset  in  the
marketplace.   Overall  rates  are affected  by  the existing leasing schedule
of the property,  the strength  or weakness of the local rental market, the
property's position  relative to competing properties, and  the  risk/return
characteristics associated with competitive investments.

    For   retail  properties,  the  trend  has  been  for  rising
capitalization rates.  We feel that much of this has to  do  with the  quality
of product that has been selling.  Sellers of better performing dominant Class
A malls have been unwilling to waver on their pricing.  Many of the malls sold
over the past 18-24 months are  found in less desirable, second or third tier
locations,  or rep-resent turnaround situations with properties that are poised
for  expansion or remerchandising.  With fewer buyers for the top performing
assets, sales have been somewhat limited.

   Overall Capitalization Rates Regional Mall Sales

    Year         Range       Mean     Point
                                     Change
    1988       5.00% - 8.00%  6.19%         -

    1989       4.57% - 7.26%  6.22%      +  3

    1990       5.06% - 9.11%  6.29%      +  7

    1991       5.60% - 7.82%  6.44%       +15

    1992       6.00% - 7.97%  7.31%       +87

    1993       7.00% - 10.10% 7.92%       +61

    1994       6.98% - 10.28% 8.37%       +45

    1995       7.25% - 11.10% 9.13%       +76

    1996       7.00% - 12.00% 9.35%       +22

 Basis Point Change
  1988-1996     316 Basis Points
  1992-1996     204 Basis Points


    The data shows that the average capitalization rate has shown a  rising
trend each year.  Between 1988 and 1996,  the  average capitalization rate has
risen 316 basis points.  Since 1992,  the rise  has been 204 basis points. This
change is a reflection  of both  rising  interest rates and increasing  first
year  returns demanded  by  investors in light of several  fundamental  changes
which  have  occurred in the retail sector.  The 22  basis  point change  in
the  mean between 1995 and 1996 may be an  indication that rates are
approaching stabilization.

    As  noted,  much of the buying over the past 18 to 24  months has  been
opportunistic acquisitions involving properties selling near  or  below
replacement cost.  Many of these properties  have languished due to lack of
management focus or expertise, as  well as  a  limited ability to make the
necessary capital  commitments for  growth.   As these opportunities become
harder to  find,  we believe  that investors will again begin to focus on  the
stable returns of the dominant Class A product.

The  Cushman  & Wakefield's Autumn 1996 survey  reveals  that going-in  cap
rates for Class A regional shopping centers  range between 7.00 and 9.50
percent, with a low average of 7.90 percent and  high average of 8.20 percent,
respectively; a spread  of  30 basis  points.   Generally, the change in
average  capitalization rates  over the  Winter 1995 survey shows that the  low
average decreased  by  50 basis points, while the upper average  remained the
same.   Terminal, or going-out rates are now averaging  8.20 and  8.60 percent,
indicating a spread between 30  to  40  basis points  over  the  going-in
rates.  For Class B  properties, the average  low  and high going-in rates are
9.30 and 9.60  percent, respectively, with terminal rates of 9.60 and 10.00
percent.

        Cushman & Wakefield Valuation Advisory Services
         National Investor Survey - Regional Malls (%)

Investment    Winter 1995              Spring 1996          Autumn 1996
____________  __________ __________    _________ _________  _________ ________
Parameters    Low        High          Low       High       Low       High

OAR/Going-In  7.0 - 8.0  7.5 - 9.0     7.5 - 9.0 7.5 - 9.5  7.0 - 9.0 7.5 - 9.5
                7.47        8.25         8.0       8.2        7.9       8.2

OAR/Terminal  7.0 - 9.0  8.0 - 10.0    7.0 - 9.5 7.8 - 11.0 7.0 - 9.5 7.8 - 11.0
                 8.17       8.83          8.3       8.7        8.2       8.6

IRR          10.0-11.5   10.5-12.0    10.0-15.0  11.0-15.0 10.0-15.0 11.0-15.0
               10.72       11.33        11.5       11.8      11.4      11.8


    Cushman & Wakefield now surveys respondents on their criteria for  both
Class  B  and  "Value Added" malls  (see  Addenda  for complete  survey
results).  As expected, going-in  capitalization and  yield  rates range from
100 to 300 basis points above  rates for Class A assets.  Our current survey
also shows that investors have  become  more  cautious  in their underwriting,
positioning "retail"  lower  on their investment rating scales  in  terms  of
preferred investments.

    The  Fourth Quarter 1996 Peter F. Korpacz survey concurs with these
findings, citing that regional malls are near the bottom of investor
preferences.  As such, they foresee some  opportunities for  select  investing.
Pricing is lower then  it  has  been  in years.   With expense growth
surpassing sales increases  in  many markets,  occupancy  cost  issues have
also  become  of  greater concern.  Even in some malls where sales approach the
lofty level of  $350(m/l) per square foot, it is not uncommon for occupancy
costs to  limit  the  opportunity to grow rents.   Thus,  with  limited
upside growth in net income, cap rates are generally well  above 8.0
percent.  Even at this level, cap rates are lower than other property  types.
One attraction for malls is  that  pricing  is based  upon  the  expectation
of lower  rents while most  other property types are analyzed with higher
rents.

 NATIONAL REGIONAL
    MALL MARKET
FOURTH QUARTER 1996

                        CURRENT        LAST
  KEY INDICATORS        QUARTER       QUARTER      YEAR AGO
Free & Clear Equity IRR

RANGE                 10.00%-14.00%  10.00%-14.00% 10.00%-14.00%

AVERAGE                   11.69%         11.56%        11.55%

CHANGE (Basis Points)         -            +13           +14

Free & Clear Going-In Cap Rate

RANGE                 6.25%-11.00%   6.25%-11.00%   6.25%-11.00%

AVERAGE                   8.57%          8.33%          7.86%

CHANGE (Basis Points)        -            +24            +71

Residual Cap Rate

RANGE                 7.50%-11.00%   7.00%-11.00%   7.00%-11.00%
AVERAGE                   8.76%        8.71%        8.45%

CHANGE (Basis Points)        -             +5            +31

Source:  Peter Korpacz Associates,Inc. - Real Estate Investor Survey
Fourth Quarter - 1996


    As  can be seen from the above, the average IRR has increased by  14  basis
point to 11.69 percent from one year  ago.   It  is noted that this measure has
been relatively stable over the  past 12  months.  The quarter's average
initial free and clear  equity cap  rate  rose  71  basis points to 8.57
percent  from  a  year earlier, while the residual cap rate increased 31 basis
points to 8.76 percent.

    Most  retail  properties  that are  considered  institutional grade   are
existing,  seasoned  centers  with  good  inflation protection  that  offer
stability in  income  and  are  strongly positioned to the extent that they are
formidable barriers to new competition.   Equally  important are centers  which
offer  good upside  potential after face-lifting, renovations, or  expansion.
With new construction down substantially, owners have accelerated renovation
and  re-merchandising programs.   Little  competition from  over-building is
likely in most mature markets within which these  centers  are  located.
Environmental  concerns  and  "no- growth" mentalities in communities are now
serious impediments to new retail development.

    Finally,  investors have recognized that the retail landscape has  been
fundamentally altered by consumer lifestyles  changes, industry consolidations
and  bankruptcies.   This  trend   was strongly  in evidence as the economy
enters 1997 in view  of  the wave  of  retail  chains whose troublesome
earnings  are  forcing major  restructures  or even liquidations.   Trends
toward  more casual  dress  at work and consumers growing pre-occupation  with
their  leisure and home lives have created the need for refocused leasing
efforts  to bring those tenants to the  mall  that  help differentiate them
from the competition.  As such, entertainment, a  loosely  defined concept, is
one of the most common directions malls  have  taken.  A trend toward bringing
in larger  specialty and  category tenants to the mall is also in evidence. The
risk from  an  owners standpoint is finding that mix which  works  the best.
Nonetheless, the cumulative effect of these  changes  has been  a  rise in
rates as investors find it necessary  to  adjust their risk premiums in their
underwriting.

    Based  upon  this discussion, we are inclined  to  group  and
characterize   regional   malls  into  the   general   categories
following:

Cap Rate Range          Category

7.0%  to 7.5%           Top 15  to 20(m/l) malls in the country.  Excellent
                        demographics   with    high    sales
                        ($400(m/l) /SF) and good upside.

7.5%  to  8.5%          Dominant Class  A  investment grade property,
                        high  sales levels, relatively  good
                        health   ratios,   excellent    demo
                        graphics   (top  50  markets),   and
                        considered  to present a significant
                        barrier  to entry within  its  trade
                        area.  Sales tend to be in the  $300
                        to $350 per square foot range.

8.5%  to  11.0%         Somewhat broad characterization of investment
                        quality   properties  ranging   from
                        primary  MSAs to second tier cities.
                        Properties at the higher end of  the
                        scale    are    probably    somewhat
                        vulnerable  to  new  competition  in
                        their market.

11.0%  to  14.0%        Remaining product which has limited appeal  or
                        significant risk which will  attract
                        only  a  smaller,  select  group  of
                        investors.

Conclusion - Initial Capitalization Rate
    Cranberry Mall is a mall which has not yet realized its  full potential. It
is still, however, the dominant retail destination for  the Westminster area of
Carroll County.  In addition to  its four  anchor stores, mall shops are
reasonably well merchandised. The  trade  area  is  relatively affluent and
growing,  and  the physical  plant is in good condition.  The potential  for
future mall  competition is unlikely in this region but category killers and
discounters pose a threat.

    We do note that occupancy costs are moderately high which has the  effect
of restricting market or base rent growth.   We  also note  the  necessary
sizable lease-up of mall space in  order  to stabilize  operations  may  be
problematic  in  the  short  term. Caldor's parent company bankruptcy also
remains an issue for  the property.  On balance, a property with the
characteristics of the subject would potentially trade at an overall rate
between 10.50 and  10.75  percent  based on first year income  operating  on  a
stabilized  operating income basis.  It is difficult to  be  more optimistic
with this type of analysis when the property  requires a high level of
absorption for lease-up.

    Terminal Capitalization Rate
    The  residual  cash flows generated annually by  the  subject property
comprise  only the first part of the  return  which  an investor  will receive.
The second component of this  investment return  is  the  pre-tax cash proceeds
from  the  resale  of  the property  at  the  end of a projected investment
holding  period. Typically, investors will structure a provision in their
analyses in the form of a rate differential over a going-in capitalization rate
in projecting a future disposition price.  The view is that the  improvement is
then  older and the  future  is  harder  to visualize;  hence a slightly higher
rate is warranted  for  added risks in forecasting.  On average, the Cushman &
Wakefield survey shows a 30-40 basis point differential, while Korpacz reports
19 basis points.

    Therefore,  to the range of stabilized overall capitalization rates,  we
have added 25 basis points to arrive at  a  projected terminal capitalization
rate ranging from 10.75 to 11.00 percent. This provision is made for the risk
of lease-up and maintaining a certain  level of occupancy in the center, its
level  of  revenue collection, the prospects of future competition, as well  as
the uncertainty of maintaining the forecasted growth rates over  such a holding
period.  In our opinion, this range of terminal  rates would  be appropriate
for the subject. Thus, this range of  rates is  applied  to the following
year's net operating income  before reserves,   capital   expenditures, leasing
commissions   and alterations as it would be the first received by a new
purchaser of  the  subject property.  Applying a rate of say 10.75  percent for
disposition, a current investor would dispose of the subject property  at  the
end of the investment holding  period  for  an amount of approximately $56.6
million based on 2007 net income of approximately $6.08 million.

    From  the projected reversionary value to an investor in  the subject
property, we have made a deduction to  account  for  the various transaction
costs associated with the sale of an asset of this  type.   These  costs
consist of 2.0 percent  of  the  total disposition  price of the subject
property as  an  allowance  for transfer   taxes,  professional  fees,  and
other  miscellaneous expenses  including an allowance for alteration  costs
that  the seller pays at final closing.  Deducting these transaction  costs
from  the computed reversion renders pre-tax the net proceeds  of sale to be
received by an investor in the subject property at the end of the holding
period.

                  Net Proceeds at Reversion

                            Less Costs of Sale
 Net Income   Gross Sale           and          Net Proceeds
    2007         Price        Miscellaneous
                             Expenses @ 2.0%

 $6,084,393   $56,599,005       $1,131,980       $55,467,025

Selection of Discount Rate
    The  discounted cash flow analysis makes several  assumptions which reflect
typical investor requirements for yield  on  real property.   These assumptions
are difficult to directly  extract from  any  given market sale or by
comparison to other investment vehicles.   Instead,  investor  surveys  of
major  real   estate investment  funds and trends in bond yield rates are often
cited to support such analysis.

    A yield or discount rate differs from an income rate, such as cash-on-cash
(equity  dividend rate),  in  that  it  takes  into consideration all equity
benefits, including the equity reversion at  the  time  of resale and annual
cash flow from the  property. The internal rate of return is the single-yield
rate that is used to  discount all future equity benefits (cash flow and
reversion) into the initial equity investment.  Thus, a current estimate  of
the  subject's  present value may be derived by  discounting  the projected
income stream and reversion year sale at the property's yield rate.

    Yield rates on long term real estate investments range widely between
property types.  As cited in Cushman & Wakefield's Autumn 1996 survey,
investors in regional malls are currently looking at broad  rates  of  return
between 10.00 and  15.00  percent,  down slightly  from  our last two surveys.
The average  low  IRR  for Class  A malls is 11.40 percent, while the average
high is  11.80 percent.   The  indicated  low and  high  averages  for  Class B
properties are 13.40 and 13.90 percent, respectively.   Peter  F. Korpacz
reports  an  average internal rate of  return  of  11.69 percent for the Fourth
Quarter 1996, up 14 basis points from  the year-ago level.

    The yield rate on a long term real estate investment can also be  compared
with  yield rates offered by alternative  financial investments since real
estate must compete in the open market for capital.  In developing an
appropriate risk rate for the subject, consideration has been given to a number
of different  investment opportunities.  The following is a list of rates
offered by other types of securities.

   Market Rates and Bond      March 6, 1997
   Yields (%)

   Reserve Bank Discount Rate         5.00%
   Prime Rate (Monthly Avg.)          8.25%
   6-Month Treasury Bills             5.18%
   U.S. 10-Year Notes                 6.56%
   U.S. 30-Year Bonds                 6.82%
   Telephone Bonds                    7.86%
   Municipal Bonds                    5.79%

   Source: New York Times


    This  compilation of yield rates from alternative investments reflects
varying  degrees of risk as perceived  by  the  market. Therefore, a riskless
level of investment might be seen in a  six month  treasury  bill at 5.18
percent.  A more risky  investment, such as telephone bonds, would currently
yield a much higher rate of 7.86 percent.  The prime rate is currently 8.25
percent, while the  discount rate is 5.00 percent.  Ten year treasury notes are
currently  yielding around 6.56 percent, while 30-year bonds  are at 6.82
percent.

    Real  estate investment typically requires a higher  rate  of return
(yield) and is much influenced by the relative health  of financial   markets.
A  retail  center  investment   tends   to incorporate  a blend of risk and
credit based on the tenant  mix, the  anchors  that are included (or excluded)
in the transaction, and  the assumptions of growth incorporated within the cash
flow analysis.   An  appropriate discount rate selected for  a  retail center
thus  attempts  to  consider the  underlying  credit  and security  of  the
income  stream, and  includes  an  appropriate premium for liquidity issues
relating to the asset.

    There has historically been a consistent relationship between the spread in
rates of return for real estate and the "safe" rate available  through
long-term treasuries or high-grade  corporate bonds.   A wider gap between
return requirements for real  estate and  alternative investments has been
created in recent years due to  illiquidity issues, the absence of third party
financing, and the decline in property values.

    Investors  have suggested that the regional mall  market  has become
increasingly  "tiered" over  the  past  two  years.   The country's  premier
malls are considered to  have  the  strongest trade   areas,  excellent  anchor
alignments,  and   significant barriers of entry to future competitive supply.
These and  other "dominant" malls will have average mall shop sales above $350
per square  foot and be attractive investment vehicles in the current market.
It  is our opinion that the subject would attract  high interest from
institutional investors if offered for sale in  the current marketplace.  There
is not an abundance of regional  mall assets  of  comparable  quality currently
available,  and  many regional  malls  have  been included within  REITs,
rather  than offered  on  an  individual property  basis.   However,  we  must
further  temper our analysis due to the fact that  there  remains some  risk
that the inherent assumptions employed in  our  model come to full fruition.

    Finally, application of these rate parameters to the  subject should entail
some sensitivity to the rate at which leases  will be  expiring  over the
projection period.  Provided  below  is  a summary  of  the  forecasted lease
expiration  schedule  for  the subject.   A  complete  expiration  report  is
included  in  the Addenda.

   Lease Expiration Schedule (Mall Shops)

  Fiscal      GLA (SF)    Cumulative
   Year                        %

  FY 2000        12,871         2.44%
  FY 2001         4,570         3.31%
  FY 2002       206,966        42.53%
  FY 2003        68,787        55.57%
  FY 2004       130,443        80.29%
  FY 2005             0        80.29%
  FY 2006             0        80.29%
  FY 2007        81,490        95.74%


    From  the above, we see that a relatively moderate percentage (42.5
percent) of mall shop GLA will expire by 2002.   Over  the total  projection
period,  the mall will  turnover  about  95.74 percent  of mall shop space.
Overall, consideration is given  to this in our selection of an appropriate
risk rate.

    We  have  briefly  discussed the investment risks  associated with the
subject.  On balance, it is our opinion that an investor in  the subject
property would require an internal rate of return between 12.50 and 13.00
percent.

Present Value Analysis
    Analysis by the discounted cash flow method is examined  over a  holding
period  that  allows the investment  to  mature,  the investor to recognize a
return commensurate with the risk  taken, and  a  recapture  of the original
investment.   Typical  holding periods usually range from 10 to 20 years and
are sufficient  for the  majority  of  institutional grade real estate  such as
the subject to meet the criteria noted above.  In the instance of the subject,
we have analyzed the cash flows anticipated over  a  ten year period commencing
on January 1, 1997.

    A sale or reversion is deemed to occur at the end of the 10th year
(December  31,  2006),  based upon  capitalization  of  the following  year's
net operating income.  This is based  upon  the premise that a purchaser in the
10th year is buying the following year's  net  income.   Therefore,  our
analysis  reflects   this situation  by  capitalizing the first year of  the
next  holding period.

    The  present value is formulated by discounting the  property cash  flows
at various yield rates.  The yield rate utilized  to discount  the projected
cash flow and eventual property reversion has  been  based  on an analysis of
anticipated  yield  rates  of investors  dealing  in similar investments.   The
rates  reflect acceptable  expectations  of yield to be  achieved  by investors
currently  in  the marketplace shown in their current  investment criteria and
as extracted from comparable property sales.

Cash Flow Assumptions

    Our   cash  flows  forecasted  for  the  property  have  been presented. To
reiterate, the formulation of these  cash  flows incorporate  the  following
general assumptions in  our  computer model:

    SUMMARY OF CRITICAL ASSUMPTIONS FOR DISCOUNTED CASH FLOW
 SUBJECT  PROPERTY                             CRANBERRY MALL
SQUARE FOOTAGE RECONCILIATION
 TOTAL GROSS LEASABLE AREA                         525,702 SF
 ANCHOR TENANT GLA                                 305,826 SF
          MAJOR TENANT GLA (CINEMA)                 25,605 SF
          MALL SHOP GLA                            194,271 SF
MARKET RENT/SALES CONCLUSIONS
 MARKET RENT ESTIMATES (1997)
    AVERAGE MAJOR TENANT RENT                             N/A
    AVERAGE MALL SHOP RENT                          $16.20/SF
    AVERAGE FOOD COURT RENT                         $30.00/SF
 RENTAL BASIS                                             NNN
 MARKET RENTAL GROWTH RATE                    2.0%-1998; 3.0%
                                                   THEREAFTER
 CREDIT RISK LOSS (NON-ANCHOR SPACE)        8.0% (STABILIZED)
VACANCY & TYPICAL LEASE TERM
 AVERAGE LEASE TERM                                   8 YEARS
 RENEWAL PROBABILITY                                      60%
 WEIGHTED AVERAGE DOWNTIME                           3 MONTHS
 STABILIZED OCCUPANCY                                   93.0%
 ABSORPTION PERIOD                                  36 MONTHS
 OPERATING EXPENSE DATA
 LEASING COMMISSIONS
    NEW TENANTS                                      $4.00/SF
    RENEWAL TENANTS                                  $2.00/SF
 TENANT IMPROVEMENT ALLOWANCE
    RAW SUITES                                      $25.00/SF
    NEW TENANT                                      $10.00/SF
    RENEWAL TENANT                                   $3.00/SF
 EXPENSE GROWTH RATE                                  3.5%/YR
 TAX GROWTH RATE                                      3.5%/YR
 MANAGEMENT  FEE (BASED  ON  MINIMUM
 AND                                                     4.0%
 PERCENT RENT)
 CAPITAL RESERVES (PSF OF OWNED GLA)                 $0.20/SF


RATES OF RETURN                            AS IS
 CASH FLOW START DATE                      1/1/97
 DISCOUNT RATE                             12.50-
                                           13.00%
 GOING-IN CAPITALIZATION RATE                 N/A
 TERMINAL CAPITALIZATION RATE              10.75-
                                           11.00%
 REVERSIONARY SALES COSTS                   2.00%
 HOLDING PERIOD                          10 Years


    For a property such as the subject, it is our opinion that an investor
would require an all cash discount rate in the range  of 12.50  to  13.00
percent.  Accordingly, we have  discounted  the projected  future pre-tax cash
flows to be received by an  equity investor  in  the subject property to a
present value  so  as  to yield  12.50  to  13.00 percent at 25 basis  point
intervals  on equity  capital  over the holding period.  This  range  of  rates
reflects  the risks associated with the investment.   Discounting these  cash
flows over the range of yield and terminal rates  now being  required by
participants in the market for  this  type  of real  estate places additional
perspective upon our analysis.   A valuation matrix for the subject appears on
the Facing Page.

    Through such a sensitivity analysis, it can be seen that  the present value
of the subject property varies from approximately $41.7  to  $43.8 million.
Giving consideration  to  all  of  the characteristics of the subject
previously discussed, we feel that a  prudent  investor would require a yield
which falls  near  the middle   of   the   range  outlined  above  for  this
property. Accordingly,  we  believe that based upon all of the  assumptions
inherent in our cash flow analysis, an investor would look toward as  IRR
around  12.75 percent and a terminal rate  around  10.75 percent  as being most
representative of the subject's  value  in the market.

    In  view  of  the  analysis presented here,  it  becomes  our opinion that
the discounted cash flow analysis indicates a market value of $42.7 million for
the subject property as of January  1, 1997.  The indices of investment
generated through this indicated value conclusion are shown on the following
page.

    We note that the computed equity yield is not necessarily the true  rate of
return on equity capital.  This analysis  has  been performed on a pre-tax
basis.  The tax benefits created  by  real estate  investment will serve to
attract investors to  a  pre-tax yield which is not the full measure of the
return on capital.



                         DISCOUNTED CASH FLOW ANALYSIS
                     Cranberry Mall (Westminster, Maryland)
                           Cushman & Wakefield, Inc.

           Net          Discount      Present Value  Composition   Annual Cash
Year     Cash Flow   Factor @ 12.75%  of Cash Flows   of Yield    on Cash Return
No.  Yr.
1  1997  $3,859,376 x  0.8869180    =  $3,422,950       8.01%         9.04%
2  1998  $4,189,858 x  0.7866235    =  $3,295,841       7.71%         9.81%
3  1999  $4,677,489 x  0.6976705    =  $3,263,346       7.64%        10.95%
4  2000  $4,950,602 x  0.6187765    =  $3,063,316       7.17%        11.59%
5  2001  $5,070,022 x  0.5488040    =  $2,782,448       6.51%        11.87%
6  2002  $5,025,388 x  0.4867441    =  $2,446,078       5.72%        11.77%
7  2003  $5,275,416 x  0.4317021    =  $2,277,408       5.33%        12.35%
8  2004  $5,448,562 x  0.3828843    =  $2,086,169       4.88%        12.76%
9  2005  $5,487.163 x  0.3395870    =  $1,863,369       4.36%        12.85%
10 2006  $5,073,398 x  0.3011858    =  $1,528,035       3.58%        11.88%

Total Present Value of Cash Flows     $26,028,961      60.91%        11.49% Avg

Reversion:  NOI/Income   Terminal OAR  Reversion
11 2007     $6,084,393   /     10.75%  = $56,599,005
            Less: Cost of Sale  2.00%    ($1,131,980)
            Less: Tls & Commissions               $0
            -------------------------    -------------
            Net Reversion                $55,467,025
        x Discount Factor                  0.3011858

Total Present Value of Reversion:        $16,705,880   39.09%

Total Present Value of Cash Flows        $42,734,841  100.00%
and Reversion

ROUNDED VALUE via
DISCOUNTED CASH FLOW:                     $42,700,000

        Owned Net Rentable Area:              525,702

        Value Per Square Foot (Owned GLA)      $81.22

        Year One NOI                       $4,432,922
        Implicit Going-In Cap Rate             10.66%

        Compound Annual Growth Rate
        Concluded Value to Net Reversion Value  2.95%

        Compound Annual Growth Rate
        Net Cash Flow:                          3.09%



RECONCILIATION AND FINAL VALUE ESTIMATE

    Application of the Sales Comparison and Income Approach  used in  the
valuation  of the subject property has produced  results which fall within a
reasonably acceptable range.  Restated, these are:

Methodology                     Market Value Conclusion

Sales Comparison Approach       $40,000,000 - $42,000,000

Income Approach
    Discounted Cash Flow        $42,700,000



    This is considered a narrow range in possible value given the magnitude  of
the  value estimates.  Both  approaches  are  well supported by data extracted
from the market.  There are, however, strengths  and  weaknesses in each of
these two approaches  which require reconciliation before a final conclusion of
value can  be rendered.

Sales Comparison Approach
    The Sales Comparison Approach arrived at a value indicted for the  property
by  analyzing historical arms-length  transaction, reducing  the gathered
information to common units of comparison, adjusting  the  sale data for
differences with  the  subject  and interpreting the results to yield a
meaningful value  conclusion. The  basis of these conclusions was the
cash-on-cash return based on  net  income and the adjusted price per square
foot  of  gross leasable  area sold.  An analysis of the subject on the basis
of its implicit sales multiple was also utilized.

    The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties  is  weak in  estimating future
expectations.  Although the unit sale price yields  comparable  conclusions, it
is not the  primary  tool  by which  the  investor  market  for a  property
like  the  subject operates.  In addition, no two properties are alike with
respect to  quality  of  construction, location, market segmentation  and
income  profile.  As such, subjective judgment necessarily become a  part  of
the  comparative process.  The  usefulness  of  this approach  is  that  it
interprets specific  investor  parameters established  in  their  analysis  and
ultimate  purchase  of   a property.  In light of the above, the writers are of
the  opinion that  this  methodology  is  best  suited  as  support  for   the
conclusions  of  the  Income Approach.  It  does  provide  useful market
extracted  rates  of return  such  as  overall  rates  to simulate investor
behavior in the Income Approach.

Income Approach
    Discounted Cash Flow Analysis
    The  subject  property is highly suited to  analysis  by  the discounted
cash  flow method as it will be bought  and  sold  in investment  circles.  The
focus on property value in relation  to anticipated income is well founded
since the basis for investment is  profit  in  the form of return or yield on
invested  capital. The  subject property, as an investment vehicle, is
sensitive  to all changes in the economic climate and the economic expectations
of  investors.   The  discounted cash flow  analysis  may  easily reflect
changes in the economic climate of investor expectations by  adjusting  the
variables used to qualify the model.   In  the case  of  the  subject property,
the Income Approach can  analyze existing  leases,  the  probabilities  of
future  rollovers  and turnovers   and  reflect  the  expectations  of  overage
rents. Essentially,  the Income Approach can model many of the  dynamics of  a
complex  shopping center. The writers have considered  the results  of  the
discounted cash flow analysis  because  of  the applicability  of  this method
in accounting for  the  particular characteristics of the property, as well as
being the  tool  used by many purchasers.

Conclusions
    We  have briefly discussed the applicability of each  of  the methods
presented.  Because of certain vulnerable characteristics in  the Sales
Comparison Approach, it has been used as supporting evidence  and as a final
check on the value conclusion  indicated by  the Income Approach methodology.
The value exhibited by  the Income  Approach is consistent with the leasing
profile  of  the mall.  Overall, it indicates complimentary results with the
Sales Comparison  Approach, the conclusions being  supportive  of  each method
employed, and neither range being extremely high or low in terms of the other.

    As  a  result of our analysis, we have formed an opinion that the  market
value  of the leased fee estate  in  the  referenced property,   subject  to
the  assumptions,  limiting  conditions, certifications, and definitions, as of
January 1, 1997, was:

        FORTY TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS
                           $42,700,000



ASSUMPTIONS AND LIMITING CONDITIONS

"Appraisal"  means  the appraisal report  and  opinion  of  value stated
therein; or the letter opinion of value, 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(s)"  means  the employee(s) of C&W  who  prepared  and signed the
Appraisal.

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

1.                       This is a Summary Appraisal Report which is intended
  to comply with the reporting requirements set forth under  Standards  Rule
  2-2)b)  of  the  Uniform  Standards  of Professional Appraisal Practice for a
  Summary Appraisal Report. As  such,  it  presents only summary discussions of
  the  data, reasoning, and analyses that were used in the appraisal process to
  develop  the  appraiser's  opinion  of  value.   Supporting documentation
  concerning the data, reasoning, and  analyses  is retained  in  the
  appraiser's file.  The depth  of  discussion contained in this report is
  specific to the needs of the client and  for the intended use stated below.
  The appraiser  is  not responsible  for  unauthorized use  of  this  report.
  We  are providing this report as an update to our last analysis which was
  prepared  as  of  January 1, 1995.  As such, we have  primarily reported only
  changes to the property and its environs over the past year.

2.                        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.

3.                         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 estimates, opinions, dimensions,
  sketches, exhibits and factual matters.

4.                        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.

5.                       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.

6.                       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.

7.                        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 considered 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 estimate
  contained in the Appraisal is based.

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

9.                       The forecasts of income and expenses are not
  predictions of the future.  Rather, they are the Appraiser's best estimates
  of current market thinking on future income  and expenses.    The  Appraiser
  and  C&W  make  no   warranty   or representation that these forecasts will
  materialize.  The real estate market is constantly fluctuating and changing.
  It is not the  Appraiser's  task to predict or in  any  way  warrant  the
  conditions of a future real estate market; the Appraiser can only reflect
  what the investment community, as of the date  of  the 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 considered in arriving at the
  opinion of value. These materials (such as formaldehyde foam insulation,
  asbestos insulation  and  other  potentially  hazardous  materials)  may
  adversely affect the value of the Property.  The Appraisers are not qualified
  to detect such substances.  C&W recommends that an environmental expert be
  employed to determine the impact of these matters on the opinion of value.

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

                                    CERTIFICATION OF APPRAISAL

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

1.                       Richard W. Latella, MAI and Jay F. Booth inspected the
   property.

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

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

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

5.                        Our compensation is not contingent upon the reporting
   of a predetermined value or direction in value that favors the cause of the
   client, the amount of the value estimate, the attainment of a stipulated
   result, or the occurrence of  a subsequent event.  The appraisal assignment
   was not based on a requested minimum valuation, a specific valuation or the
   approval of a loan.

6.                       No one provided significant professional assistance to
   the persons signing this report.

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

9.                        As  of the date of this report, Richard W.  Latella
   has completed the requirements of the  continuing education program of the
   Appraisal Institute.




/s/Richard W. Latella                       /s/Jay F. Booth
   Richard W. Latella, MAI                     Jay F. Booth, MAI
   Senior  Director                            Retail  Valuation Group
   Retail Valuation Group
   Maryland Certified General Real Estate Appraiser
   License No. 10462


ADDENDA (listed not included except for Appraiser's Qualifications)

                    NATIONAL RETAIL OVERVIEW

                 OPERATING EXPENSE BUDGET (1997)

                   TENANT SALES REPORT (1996)

                 PRO-JECT LEASE ABSTRACT REPORT

              PRO-JECT PROLOGUE ASSUMPTIONS REPORT

                 PRO-JECT TENANT REGISTER REPORT

                PRO-JECT LEASE EXPIRATION REPORT

     ENDS FULL DATA REPORT FOR PRIMARY AND TOTAL TRADE AREA

               CUSHMAN & WAKEFIELD INVESTOR SURVEY

                   APPRAISER'S QUALIFICATIONS



QUALIFICATIONS OF RICHARD W. LATELLA

Professional Affiliations
Member, American Institute of Real Estate Appraisers
  (MAI Designation #8346)

New York State Certified General Real Estate Appraiser
#46000003892

Pennsylvania State Certified General Real Estate Appraiser #GA-
001053-R

State of Maryland Certified General Real Estate Appraiser #01462

Minnesota Certified General Real Estate Appraiser #20026517

Commonwealth of Virginia Certified General Real Estate Appraiser
#4001-003348

State of Michigan Certified General Real Estate Appraiser
#1201005216

New Jersey Real Estate Salesperson (License #NS-130101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers,
ICSC

Real Estate Experience
Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation Advisory
Services.  Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company.  While Mr. Latella's experience
has been in appraising a full array of property types, his principal focus is
in the appraisal and counseling for major retail properties and specialty
centers on a national basis.  As Senior Director of Cushman & Wakefield's
Retail Group his responsibilities include the coordination of the firm's
national group of appraisers who specialize in the appraisal of regional malls,
department stores and other major retail property types.  He has personally
appraised and consulted on in excess of 200 regional malls and specialty retail
properties across the country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in
the appraisal of commercial and industrial real estate, condemnation analyses
and feasibility studies for both corporate and institutional clients from July
1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local Property and
Public Utility Branch in Trenton, New Jersey, assisting and advising local
municipal and property tax assessors throughout the state from June 1977 to
July 1980.

Associate, Warren W. Orpen & Associates, Trenton, New Jersey,
assisting in the preparation of appraisals of residential prop
erty and condemnation analyses from July 1975 to April 1977.

Formal Education
Trenton State College, Trenton, New Jersey
Bachelor of Science, Business Administration - 1977

As of the date of this report, Richard W. Latella, MAI, has completed the
requirements under the continuing education program of the Appraisal Institute.

QUALIFICATIONS OF JAY F. BOOTH

General Experience
    Jay    F.    Booth   joined   Cushman   &   Wakefield   Valuation
Advisory Services   in   August  1993.   As  an  associate  appraiser,   Mr.
Booth   is currently    working    with    Cushman   &   Wakefield's    Retail
Valuation Group,   specializing   in   regional  shopping   malls   and   all
types   of retail   product.    Cushman   &   Wakefield,   Inc.   is   a
national    full service real estate organization.

    Mr.    Booth    previously   worked   at   Appraisal    Group,    Inc.
in Portland,   Oregon   where  he  was  an  associate  appraiser.    At   AGI,
he assisted    in   the   valuation   of   numerous   property   types,
including office    buildings,   apartments,   industrials,   retail centers,
vacant land, and special purpose properties.

Academic Education Master of
Science in Real Estate (MSRE) --        New York University (1995)
Major: Real Estate Valuation & Analysis New York, New York

Bachelor of Science (BS) --             Willamette University (1991)
Majors: Business-Economics, Art         Salem, Oregon

Study Overseas (Fall 1988) --           Xiamen University, Xiamen, China;
                                        Kookmin University, Seoul, South Korea;
                                        Tokyo International, Tokyo, Japan
Appraisal Education
    As   of   the   date   of  this  report,  Jay  F.  Booth  has
successfully completed    all   of   the   continuing   education requirements
of    the Appraisal Institute.

Professional Affiliation

Certified General Appraiser, State of New York No. 46000026796

Candidate MAI, Appraisal Institute No. M930181

YAC, Young Advisory Council, Appraisal Institute


                        PARTIAL CLIENT LIST
                        -------------------
                     VALUATION ADVISORY SERVICES

                      CUSHMAN & WAKEFIELD, INC.

                              NEW YORK

         PROFESSIONALS ARE JUDGED BY THE CLIENTS THEY SERVE


VALUATION ADVISORY SERVICES enjoys a long record of service in a confidential
capacity to nationally prominent institutional and corporate clients,
investors, government agencies and many of the nations largest law firms.
Following is a partial list of clients served by members of VALUATION ADVISORY
SERVICES - NEW YORK OFFICE.

Aetna
Air Products and Chemicals, Inc.
Aldrich, Eastman & Waltch, Inc.
Allegheny-Ludlam Industries
AMB Institutional Realty Advisors
America First Company
American Bakeries Company
American Brands, Inc.
American District Telegraph Company
American Express
American Home Products Corporation
American Savings Bank
Apple Bank
Apple South
Archdiocese of New York
Associated Transport
Atlantic Bank of New York
AT&T
Avatar Holdings Inc.
Avon Products, Inc.

Bachner, Tally, Polevoy, Misher & Brinberg
Baer, Marks, & Upham
Balcor Inc.
BancAmerica
Banca Commerciale Italiana
Banco de Brasil, N.A.
Banco Santander Puerto Rico
Banque Paribas
Baker & Mackenzie
Bank of America
Bank of Baltimore
Bank of China
Bank of Montreal
Bank of New York
Bank of Nova Scotia
Bank of Seoul
Bank of Tokyo Trust Company
Bank Leumi Le-Israel
Bankers Life and Casualty Company
Bankers Trust Company
Banque Indosuez
Barclays Bank International, Ltd.
Baruch College
Battery Park City Authority
Battle, Fowler, Esqs.
Bayerische Landesbank
Bear Stearns
Berkshire
Bertlesman Property, Inc.
Betawest Properties
Bethlehem Steel Corporation
Bloomingdale Properties
Borden, Inc.
Bowery Savings Bank
Bowest Corporation
Brandt Organization
Brooklyn Hospital
BRT Realty Trust
Burke and Burke, Esqs.
Burmah-Castrol

Cadillac Fairview
Cadwalader, Wickersham & Taft
Caisse National DeCredit
Campeau Corporation
Campustar
Canadian Imperial Bank of Commerce
Canyon Ranch
Capital Bank
Capital Cities-ABC, Inc.
Care Incorporated
Carter, Ledyard & Milburn
Chase Manhattan Bank, N.A.
Chemical Bank Corporation
Chrysler Corporation
C. Itoh & Company
Citibank, NA
Citicorp Real Estate
City University of New York
Clayton, Williams & Sherwood
Coca Cola, Inc.
Cohen Brothers
College of Pharmaceutical Sciences
Collegiate Church Corporation
Columbia University
Commonwealth of Pennsylvania
Consolidated Asset Recovery Company
Consolidated Edison Company of New York, Inc.
Continental Realty Credit, Inc.
Copley Real Estate Advisors
Corning Glass Works
Coudert Brothers
Covenant House
Cozen and O'Connor
Credit Agricole
Credit Lyonnais
Credit Suisse
Crivello Properties
CrossLand Savings Bank
CSX

Dai-Ichi Kangyo Bank
Dai-Ichi Sempei Life Insurance
Daily News, Inc.
Daiwa Securities
Dart Group Corporation
David Beardon & Company
Davidoff & Malito, Esqs
Dean Witter Realty
Debevoise & Plimpton
DeMatteis Organization
Den Norske Bank
Deutsche Bank
DiLorenzo Organization
Dime Savings Bank
Dodge Trucks, Inc.
Dollar/Dry Dock Savings Bank
Donovan, Leisure, Newton & Irvine
Dreyer & Traub
Dun and Bradstreet, Inc.

Eastdil Realty Advisors
East New York Savings Bank
East River Savings Bank
East Rutherford Industrial Park
Eastman Kodak Company
Eaton Corporation
Eichner Properties, Inc.
Ellenburg Capital Corporation
Emigrant Savings Bank
Empire Mutual Insurance Company
Endowment Realty Investors
Enzo Biochem, Inc.
Equitable Life Assurance Society of America
Equitable Real Estate
European American Bank

F.S. Partners
Famolare, Inc.
Farwest Savings & Loan Association
Federal Asset Disposition Authority
Federal Deposit Insurance Company
Federal Express Corporation
Federated Department Stores, Inc.
Feldman Organization
Fidelity Bond & Mortgage Company
Findlandia Center
First Bank
First Boston
First Chicago
First National Bank of Chicago
First Nationwide Bank
First New York Bank for Business
First Tier Bank
First Winthrop
Fisher Brothers
Fleet Bank
Flying J, Inc.
Foley and Lardner, Esqs.
Ford Bacon and Davis, Inc.
Ford Foundation
Ford Motor Company
Forest City Enterprises
Forest City Ratner
Forum Group, Inc.
Franchise Finance Corporation of America
Fried, Frank, Harris, Shriver & Jacobson
Friendly's Ice Cream Corporation
Fruehauf Trailer Corporation
Fuji Bank
Fulbright & Jaworski

G.E. Capital Corporation
General Electric Credit Corporation
General Motors Corporation
Gerald D. Hines Organization
Gibson Dunn and Crutcher
Gilman Paper
Gladstone Equities
Glimcher Company
Glynwed, Ltd.
Goldman, Sachs & Co.
Greater New York Savings Bank
Greycoat Real Estate Corp.
Greyhound Lines Inc.
Grid Properties
GTE Realty
Gulf Coast Restaurants
Gulf Oil

HDC
HRO International
Hammerson Properties
Hanover Joint Ventures, Inc.
Hartz Mountain Industries
Hawaiian Trust Company, Ltd.
Hertz Corporation
Home Federal
Home Savings of America
HongKong & Shanghai Banking Corporation
Horn & Hardart
Huntington National Bank
Hypo Bank

IDC Corporation
Ideal Corporation
ING Corporation
Integon Insurance
International Business Machines Corporation
International Business Machines Pension Fund
International Telephone and Telegraph Corporation
Investors Diversified Services, Inc.
Iona College
Irish Intercontinental Bank
Irish Life Assurance
Israel Taub
Isetan of America, Inc.

J & W Seligman & Company, Inc.
JMB Realty
J. B. Brown and Sons
J. C. Penney Company, Inc.
J. P. Morgan
Jamaica Hospital
James Wolfenson & Company
Jerome Greene, Esq.
Jewish Board of Family & Children's Services
Jones Lang Wootton

K-Mart Corporation
Kelly, Drye and Warren, Esqs.
Kennedy Associates
Key Bank of New York
Kerr-McGee Corporation
Kidder Peabody Realty Corp.
Kitano Arms Corporation
Knickerbocker Realty
Koeppel & Koeppel
Kronish, Lieb, Weiner & Hellman
Krupp Realty
Kutak, Rock and Campbell, Esqs.

Ladenburg, Thalman & Co.
Lans, Feinberg and Cohen, Esqs.
Lands Division, Department of Justice
Lazard Freres
LeBoeuf, Lamb, Greene & MacRae
Lefrak Organization
Lehman Brothers
Lennar Partners
Lepercq Capital Corporation
Lexington Corporate Properties
Lexington Hotel Corporation
Lincoln Savings Bank
Lion Advisors
Lomas & Nettleton Investors
London & Leeds
Long Term Credit Bank of Japan, Ltd.
Lutheran Church of America
Lynton, PLC

Macluan Capital Corporation
Macy's
MacAndrews and Forbes
Mahony Troast Construction Company
Manhattan Capital Partners
Manhattan College
Manhattan Life Insurance
Manhattan Real Estate Company
Manufacturers Hanover Trust Company
Marine Midland Bank
Mason Tenders
Massachusetts Mutual Life Insurance Company
May Centers, Inc.
Mayer, Brown, Platt
McDonald's Corporation
McGinn, Smith and Company
McGrath Services Corporation
MCI Telecommunications
Mellon Bank
Memorial Sloan-Kettering Cancer Center
Mendik Company
Mercedes-Benz of North America
Meridian Bank
Meritor Savings Bank
Merrill Lynch Hubbard
Merchants Bank
Metropolis Group
Metropolitan Life Insurance Company
Metropolitan Petroleum Corporation
Meyers Brothers Parking System Inc.
Michigan National Corp.
Milbank, Tweed
Millennium Partners
Miller, Montgomery, Sogi and Brady, Esqs.
Mitsui Fudosan - New York Inc.
Mitsui Leasing, USA
Mitsubishi Bank
Mitsubishi Trust & Banking Corporation
Mobil Oil Corporation
Moody's Investors Service
Moran Towing Corporation
Morgan Guaranty
Morgan Hotel Group
Morse Shoe, Inc.
Moses & Singer
Mountain Manor Inn
Mudge Rose Guthrie Alexander & Ferdon, Esqs.
Mutual Benefit Life
Mutual Insurance Company of New York

National Audubon Society, Inc.
National Bank of Kuwait
National Can Company
National CSS
National Westminster Bank, Ltd.
Nelson Freightways
Nestle's Inc.
New York Bus Company
New York City Division of Real Property
New York City Economic Development Corporation
New York City Housing Development Authority
New York City School Construction Authority
New York Life Insurance Company
New York State Common Fund
New York State Employee Retirement System
New York State Parks Department
New York State Teachers
New York State Urban Development Corporation
New York Telephone Company
New York Urban Servicing Company
New York Waterfront
Niagara Asset Corporation
Nippon Credit Bank, Inc.
Nomura Securities
Norcross, Inc.
North Carolina Department of Insurance
NYNEX Properties Company

Olympia and York, Inc.
Orient Overseas Associates
Orix USA Corporation
Otis Elevator Company
Owens-Illinois Corporation

PaineWebber, Inc.
Pan American World Airways, Inc.
Paul, Weiss, Rifkind
Park Tower Associates
Parke-Davis and Company
Paul Weiss Rifkind, Esqs.
Penn Central Corporation
Penn Mutual Life Insurance Company
Pennsylvania Retirement Fund
Penthouse International
Pepsi-Cola Company
Peter Sharp & Company
Petro Stopping Center
Pfizer International, Inc.
Philip Morris Companies, Inc.
Philips International
Phoenix Home Life
Pittston Company
Polyclinic Medical School and Hospital
Port Authority of New York and New Jersey
Postel Investment Management
Prentiss Properties Realty Advisors
Procida Organization
Proskauer Rose Goetz and Mandelsohn, Esqs.
Provident Bank
Prudential Securities
Pyramid Company

Rabobank Nederland
Ratner Group
RCA Corporation
Real Estate Recovery
Realty Income Corporation
Remson Partners
Republic Venezuela Comptrollers Office
Revlon, Inc.
Rice University
Richard Ellis
Richards & O'Neil
Ritz Towers Hotel Corporation
River Bank America
Robert Bosch Corporation
Robinson Silverman Pearce Aron
Rockefeller Center, Inc.
Rockefeller Center Properties
Roman Catholic Diocese of Brooklyn
Roosevelt Hospital
Rosenman & Colin
Royal Bank of Scotland
RREEF
Rudin Management Co., Inc.

Saint Vincent's Medical Center of New York
Saks Fifth Avenue
Salomon Brothers Inc.
Salvation Army
Sanwa Bank
SaraKreek USA
Saxon Paper Corporation
Schroder Real Estate Associates
Schulman Realty Group
Schulte, Roth & Zabel
BDO Seidman
Seaman Furniture Company, Inc.
Security Pacific Bank
Semperit of America
Sentinel Realty Advisors
Service America Corp.
Shea & Gould, Esqs.
Shearman and Sterling, Esqs.
Shearson Lehman American Express
Shidler Group
Sidley & Austin
Silver Screen Management, Inc.
Silverstein Properties, Inc.
Simpson, Thacher and Bartlett, Esqs.
Skadden, Arps, Slate, Meagher & Flom
Smith Barney
Smith Corona Corporation
Sol Goldman
Solomon Equities
Sonnenblick-Goldman
Southtrust Bank of Alabama
Spitzer & Feldman, PC
Stahl Real Estate
Standard & Poors
State Teachers Retirement System of New York
State Teachers Retirement System of Ohio
Stauffer Chemical Corporation
Stephens College
Sterling Drug, Inc.
Stroheim and Roman, Inc.
Stroock and Stroock and Lavan, Esqs.
Sullivan and Cromwell, Esqs.
Sumitomo Life Realty
Sumitomo Mutual Life Insurance Company
Sumitomo Trust Bank
Sun Oil Company
Sutherland, Asbill & Brennan
Swiss Bank Corporation

Tenzer Greenblat, Esqs.
Textron Financial
Thatcher, Proffitt, Wood
The Shopco Group
Thomson Information/Publishing
Thurcon Properties, Ltd.
Tobishima Associates
Tokyo Trust & Banking Corporation
Transworld Equities
Travelers Realty, Inc.
Triangle Industries
TriNet Corporation

UBS Securities Inc.
UMB Bank & Trust Company
Unibank
Union Bank of Switzerland
Union Carbide Corporation
Union Chelsea National Bank
United Bank of Kuwait
United Fire Fighters of New York
United Parcel Service
United Refrigerated
United States District Court, Southern District of New York
United States Life Insurance
United States Postal Service
United States Trust Company
Upward Fund, Inc.
US Cable Corp.

Vanity Fair Corporation
Verex Assurance, Inc.
Victor Palmieri and Company, Inc.
Village Bank
Vornado Realty Trust

W.P. Carey & Company, Inc.
Wachtell, Lipton, Rosen & Katz, Esqs.
Waterfront New York Realty Corporation
Weil, Gotshal & Manges
Weiss, Peck & Greer
Wells Fargo & Co.
Westpac Banking Corporation
Western Electric Company
Western Union International
Westinghouse Electric Corporation
White & Case
Wilkie Farr and Gallagher, Esqs.
William Kaufman Organization
Windels, Marx, Davies & Ives
Winthrop Financial Associates
Winthrop Simston Putnam & Roberts
Witco Corporation
Wurlitzer Company
Yarmouth Group