EXHIBIT 99.3








INDEPENDENT AUDITORS' REPORT


To the Partners of
  Nooney Income Fund Ltd. II, L.P.:

We have audited the  accompanying  balance sheets of Nooney Income Fund Ltd. II,
L.P. (a limited  partnership)  as of December 31, 1997 and 1996, and the related
statements of operations,  partners' equity (deficit) and cash flows for each of
the three years in the period ended  December 31, 1997. Our audits also included
the  financial  statement  schedules  listed in the index at Item 14(a)2.  These
financial  statements  are  the  responsibility  of  the  Partnership's  general
partners.  Our  responsibility  is to  express  an  opinion  on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and significant  estimates made by the
Partnership's  general  partners,  as well as evaluating  the overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the  financial  position of Nooney  Income Fund,  Ltd. II, L.P. as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 1997 in conformity
with  generally  accepted  accounting  principles.  Also,  in our opinion,  such
financial  statement  schedules,  when  considered  in  relation  to  the  basic
financial  statements taken as a whole,  present fairly in all material respects
the information set forth therein.



DELOITTE & TOUCHE LLP



January 30, 1998
St. Louis, Missouri

                                     - 22 -

<PAGE>



NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
--------------------------------------------------------------------------------


ASSETS                                                1997                1996

CASH AND CASH EQUIVALENTS (Note 3)                $ 1,378,138       $ 1,323,026

ACCOUNTS RECEIVABLE (net of allowance
  of $233,702 in 1997 and $189,661 in 1996)           152,950           219,655


PREPAID EXPENSES AND OTHER ASSETS
                                                       17,052            10,188

INVESTMENT PROPERTY (Notes 1, 2 and 4):
  Land                                              2,618,857         2,618,857
  Buildings and improvements                       13,517,224        13,405,976
                                                  -----------       -----------

                                                   16,136,081        16,024,833
  Less accumulated depreciation                     4,194,255         3,710,204
                                                   ----------       -----------

                                                   11,941,826        12,314,629
  Investment property held for sale
   (Notes 1 and 4)                                  2,802,714         2,483,469
                                                   ----------       -----------

           Total investment property               14,744,540        14,798,098

DEFERRED EXPENSES - At amortized cost                 271,024           122,139
                                                   ----------       -----------

TOTAL                                             $16,563,704       $16,473,106
                                                  ===========       ===========


LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts payable and accrued expenses           $   480,609       $   103,331
  Accrued real estate taxes                           556,902           582,482
  Refundable tenant deposits                          148,774           125,026
  Mortgage note payable (Note 4)                    7,096,532         7,190,000
                                                   ----------       -----------

     Total liabilities                              8,282,817         8,000,839

PARTNERS' EQUITY                                    8,280,887         8,472,267
                                                   ----------       -----------

TOTAL                                             $16,563,704       $16,473,106
                                                  ===========       ===========


See notes to financial statements.

                                      -23-
<PAGE>



<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
-----------------------------------------------------------------------------------------------------------


                                                               1997              1996              1995
<S>                                                         <C>               <C>               <C>

REVENUES:
  Rental and other income (Note 5)                          $3,355,159        $3,502,080        $1,754,750
  Interest                                                       1,614             7,589            31,790
                                                            ----------        ----------        ----------

          Total revenues                                     3,356,773         3,509,669         1,786,540

EXPENSES:
  Interest                                                     595,696           614,006             1,134
  Depreciation and amortization                                670,997           652,940           450,319
  Real estate taxes                                            597,849           754,649           366,762
  Property management fees - related party                     201,992           211,474           107,060
  Repairs and maintenance                                      293,264           306,146           123,167
  Other operating expenses (includes $40,000 in 1997
    and 1996 and $25,000 in 1995 to related party)             709,058           754,932           372,120
  Professional services                                        224,330           131,951           156,461
                                                            ----------        ----------        ----------

          Total expenses                                     3,293,186         3,426,098         1,577,023
                                                            ----------        ----------        ----------

NET INCOME                                                  $   63,587        $   83,571        $  209,517
                                                            ==========        ==========        ==========

NET INCOME ALLOCATION:
  General partners                                          $   12,529        $   12,729        $   13,989
  Limited partners                                          $   51,058        $   70,842        $  195,528

LIMITED PARTNERS' DATA (Note 2):
  Net income per unit                                       $     2.66        $     3.69        $    10.17
                                                            ==========        ==========        ==========

  Cash distributions - Investment income per unit           $     2.66        $     3.69        $    10.17
                                                            ==========        ==========        ==========

  Cash distributions - Return of capital per unit           $     9.84        $     8.81              2.33
                                                            ==========        ==========        ==========



  Weighted average limited partnership units
    outstanding                                                 19,221            19,221            19,221
                                                            ==========        ==========        ==========

See notes to financial statements.

</TABLE>

                                                      -24-
<PAGE>


NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------------------------------------------


                                         Limited      General
                                         Partners     Partners       Total

BALANCE (DEFICIT), JANUARY 1, 1995    $ 8,814,925   $  (125,839)  $ 8,689,086

  Net income                              195,528        13,989       209,517

  Cash distributions                     (240,268)      (14,693)     (254,961)
                                      -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1995    8,770,185      (126,543)    8,643,642

  Net income                               70,842        12,729        83,571

  Cash distributions                     (240,263)      (14,683)     (254,946)
                                      -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1996    8,600,764      (128,497)    8,472,267

  Net income                               51,058        12,529        63,587

  Cash distributions                     (240,263)      (14,704)     (254,967)
                                      -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1997  $ 8,411,559   $  (130,672)  $ 8,280,887
                                      ===========   ===========   ===========


See notes to financial statements.

                                      -25-
<PAGE>

<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
------------------------------------------------------------------------------------------------------------------------


                                                                  1997              1996              1995
<S>                                                          <C>                <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                 $    63,587        $    83,571        $   209,517
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation                                               604,818            593,828            421,224
      Amortization of deferred expenses                           66,179             59,112             29,095
      Net changes in accounts affecting operations:
        Accounts receivable                                       66,705            100,860           (211,683)
        Prepaid expenses                                          (6,864)            (5,749)            (4,439)
        Deferred expenses                                       (215,064)            38,465           (160,696)
        Accounts payable and accrued expenses                    377,278           (148,448)           209,004
        Accrued real estate taxes                                (25,580)           (23,629)           315,539
        Accrued sewer expenses                                       --                 --             (32,400)
        Refundable tenant deposits                                23,748             12,992             48,415
                                                             -----------        -----------        -----------

             Net cash provided by operating activities           954,807            711,002            823,576
                                                             -----------        -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to investment property                              (551,260)          (225,189)          (154,049)
  Acquisition interests                                              --                 --          (7,630,440)
                                                             -----------        -----------        -----------

            Net cash used in investing activities               (551,260)          (225,189)        (7,784,489)
                                                             -----------        -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions to partners                                (254,967)          (254,946)          (254,961)
  Proceeds from mortgage note payable                                --                 --           7,190,000
  Mortgage principal payments                                    (93,468)               --                 --
                                                             -----------        -----------        -----------
           Net cash (used in) provided by financing
             activities                                         (348,435)          (254,946)         6,935,039
                                                             -----------        -----------        -----------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                55,112            230,867            (25,874)

CASH AND CASH EQUIVALENTS, BEGINNING
  OF YEAR                                                      1,323,026          1,092,159          1,118,033
                                                             -----------        -----------        -----------

CASH AND CASH EQUIVALENTS, END
  OF YEAR                                                    $ 1,378,138        $ 1,323,026        $ 1,092,159
                                                             ===========        ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Cash paid during the year for
  interest                                                   $   609,879        $   599,823        $     1,134
                                                             ===========        ===========        ===========

See notes to financial statements

</TABLE>

                                      -26-
<PAGE>


NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------------------------------------------


1.    BUSINESS

      Nooney  Income  Fund  Ltd.  II,  L.P.  (the  "Partnership")  is a  limited
      partnership  organized under the laws of the State of Missouri on February
      13, 1985 for the purpose of investing in income-producing real properties,
      such  as  shopping  centers,   office  buildings,   warehouses  and  other
      commercial properties.

      Prior to December 29, 1995, the Partnership owned three properties jointly
      with Nooney Income Fund Ltd.  III,  L.P. (NIF III).  NIF III was unable to
      service  its  debt,  and  its  percentage  interests  in the  jointly-held
      properties were transferred to a subsidiary of the mortgage lender in lieu
      of  foreclosure.  On December  29, 1995,  the  Partnership  purchased  the
      partial  interests of  Countryside  Executive  Center (50%),  Wards Corner
      Business  Center  A & B  (55%)  and  NorthCreek  Office  Park  (55%)  (the
      Acquisition  Interests)  from the subsidiary of the mortgage  lender.  The
      purchase  price was  $7,190,000  which was 100%  financed by the  mortgage
      lender.  The  Partnership  received  authority to complete the transaction
      through  solicitation  of the  limited  partners,  with a majority  of the
      limited  partnership  units  positively  consenting  to  the  transaction.
      Effective  January 1, 1996, the property known as Wards Corner was renamed
      Northeast Commerce Center.

      The Partnership's  undivided interest in its properties prior to and after
      the acquisition is as follows:

                                                        Prior to        After
                                                      Acquisition    Acquisition

        Leawood Fountain Plaza                             24 %           24 %
        Countryside Executive Center                       50 %          100 %
        Northeast Commerce Center                          45 %          100 %
        NorthCreek Office Park                             45 %          100 %
        Tower Industrial Building                         100 %          100 %

      The  transaction was accounted for under the purchase  method;  therefore,
      the  balance  sheets  as  of  December  31,  1997  and  1996  include  the
      Partnership's  interests in its properties after the acquisition.  Results
      of operations  were included in the financial  statements from the date of
      acquisition.

      The Partnership's portfolio is comprised of a 24% undivided interest in an
      office  complex in Leawood,  Kansas;  an office  warehouse  in  Mundelein,
      Illinois;  a single  story  office  building  in  Palatine,  Illinois;  an
      office/warehouse/showroom  facility  in  Cincinnati,  Ohio;  and an office
      complex in Cincinnati,  Ohio. The proportionate  share of these properties
      owned by the Partnership  generated 8.2%, 5.6%, 30.3%,  16.5% and 39.4% of
      rental and other  income,  respectively,  for the year ended  December 31,
      1997.

      It  is  management's   intent  to  sell   Countryside   Executive   Center
      (Countryside) as soon as practicable  because of local market  conditions,
      tax burdens and other factors related specifically to this property.

                                      -27-


<PAGE>



2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The  financial  statements  include  only those  assets,  liabilities  and
      results of  operations  of the  partners  which  relate to the business of
      Nooney Income Fund Ltd. II, L.P. The statements do not include any assets,
      liabilities, revenues or expenses attributable to the partners' individual
      activities.  No provision has been made for federal and state income taxes
      since these taxes are the personal responsibility of the partners.

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of revenues and expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

      The corporate general partner was a  partially-owned  subsidiary of Nooney
      Company.  One of the individual general partners was an officer,  director
      and shareholder of Nooney Company.  Another  individual  general partner's
      spouse was a shareholder  of Nooney  Company.  Nooney  Company was also an
      economic  assignee  of two  former  individual  general  partners.  Nooney
      Krombach Company, a wholly-owned subsidiary of Nooney Company, managed the
      Partnership's  real estate for a  management  fee.  On October  31,  1997,
      Nooney  Company sold its 75% interest in Nooney  Income  Investments  Two,
      Inc., the corporate  general  partner of the Registrant to S-P Properties,
      Inc., a California corporation, which in turn is a wholly-owned subsidiary
      of CGS Real Estate  Company,  Inc., a Texas  corporation.  Simultaneously,
      Gregory J. Nooney,  Jr., an individual  general  partner and PAN,  Inc., a
      corporate   general  partner,   sold  their  economic   interests  to  S-P
      Properties,  Inc. and resigned as general  partners.  CGS Real Estate also
      purchased the real estate  management  business of Nooney Krombach Company
      and formed Nooney, Inc. to perform the management of the partnership.  The
      Partnership  continues to pay  management  fees to Nooney,  Inc.  Property
      management  fees paid to Nooney Krombach  Company were $171,525,  $211,454
      and  $107,060  for the  years  ended  December  31,  1997,  1996 and 1995,
      respectively.  Property  management fees paid to Nooney, Inc. in 1997 were
      $30,467.  Additionally,  the  Partnership  paid  Nooney  Krombach  Company
      $33,334 in 1997,  $40,000 in 1996 and $25,000 in 1995 as reimbursement for
      management   services  and  indirect   expenses  in  connection  with  the
      management of the Partnership. The Partnership paid Nooney, Inc. $6,666 in
      1997 for  these  same  reimbursement  items.  Additionally,  in 1995,  the
      Partnership paid an  acquisition/financing  fee to Nooney Krombach Company
      of $75,000  relating to the purchase of the Acquisition  Interests,  which
      was capitalized into the purchase price.

      Investment  property is recorded at the  lower-of-cost  or net  realizable
      value.  Impairment is  determined  if the sum of the expected  future cash
      flows  (undiscounted  and  without  interest  charges)  is less  than  the
      carrying  amount of the  property.  Investment  property that is currently
      held  for sale is  recorded  at the  lower  of its net  book  value or net
      realizable value.

      Buildings  and  improvements  are  depreciated  over 30  years  using  the
      straight-line method.

      Lease  agreements  are accounted for as operating  leases and rentals from
      such leases are reported as revenues ratably over the terms of the leases.
      Certain lease  agreements  provide for rent  concessions.  At December 31,
      1997, accounts receivable include  approximately $47,000 ($59,000 in 1996)
      of  accrued  rent  concessions  which is not yet due  under  the  terms of
      various lease agreements.

      Included in rental and other  income are  amounts  received  from  tenants
      under  provisions  of lease  agreements  which  require the tenants to pay
      additional  rent equal to specified  portions of certain  expenses such as
      real estate taxes, insurance,  utilities and common area maintenance.  The
      income  is  recorded  in the same  period  that  the  related  expense  is
      incurred.

                                      -28-

<PAGE>



      Net Operating Cash Income,  as defined in the  Partnership  Agreement,  is
      distributed  quarterly  as  follows:  (1)  90%  pro  rata  to the  limited
      partners;  (2) 9% to the  individual  general  partners  as  their  annual
      Partnership Management Fee; and (3) 1% to the individual general partners.

      In the event it is  determined  after the close of a fiscal  year that the
      limited partners have not received their 7-1/2% non-cumulative  preference
      as defined  in the  Partnership  Agreement,  then the  individual  general
      partners  return  to the  partnership  a  portion  of their  distributions
      received as their 9% annual  Partnership  Management Fee until the limited
      partners  have  received  their  7-1/2%  non-cumulative   preference.  The
      individual  general  partners  are not  required  to return  any amount in
      excess of one-half of the 9% Partnership  Management Fee received.  If Net
      Operating  Cash  Income for any fiscal year is not  sufficient  to pay the
      limited  partners any portion of their 7-1/2%  non-cumulative  preference,
      the unpaid  amount  does not  accrue to future  fiscal  years.  The annual
      Partnership  Management Fee is a cumulative  preference.  The preferential
      return can be distributed  only through cash  distributed as a result of a
      Major Capital Event (as defined) or cash  distributed  upon dissolution of
      the  partnership.  Such preferred  distribution  is only allowed after the
      general and  limited  partners  receive  amounts  equal to their  adjusted
      capital  accounts  and the  limited  partners  receive  an 11%  cumulative
      return.  Through December 31, 1997,  Partnership  Management Fees totaling
      $276,136 have not been paid under the limitations stated above. Based upon
      the  priorities of cash to be  distributed,  management  believes that the
      likelihood  of payment of the  $276,136  is remote and  therefore  was not
      accrued on the balance sheet.

      For  financial  statement  and  income  tax  reporting,  the  income  from
      operations is allocated as follows:  first, a special  allocation of gross
      income to the  individual  general  partners  in the  amount  equal to the
      annual  partnership  management fee distributed to the individual  general
      partners  during the period;  then,  the  remainder is allocated 1% to the
      individual general partners and 99% pro rata to the limited partners based
      upon the  relationship of original  capital  contributions  of the limited
      partners.

      Limited  partnership  per unit  computations  are  based  on the  weighted
      average number of limited partnership units outstanding during the period.

      The  Partnership  considers  all highly  liquid  debt  instruments  with a
      maturity  of  three  months  or  less  at  date  of  purchase  to be  cash
      equivalents.

      Deferred expenses consist primarily of lease fees which are amortized over
      the terms of their respective leases.

3.    CASH EQUIVALENTS

      Cash equivalents consist of bank repurchase agreements of $-0- at December
      31, 1997 ($50,000 at December 31, 1996).

                                      -29-

<PAGE>



4.    MORTGAGE NOTE PAYABLE

      Mortgage  note payable as of December  31, 1997 and 1996,  consists of the
      following:

                                                           1997          1996

        Note payable to bank, principal of $7,789,
          and interest due monthly at bank's prime
          rate (8.5% at December 31, 1997)
          plus .75% maturing December 28, 2002       $  7,096,532   $  7,190,000
                                                     ============   ============

      The mortgage note is  collateralized  by deeds of trust and  assignment of
      rents on investment property  (Countryside,  Northeast Commerce Center and
      NorthCreek  Office Park) with a net book value of  $13,083,000 at December
      31, 1997. The mortgage note  agreement  provides for a 3.25% interest rate
      on outstanding  principal if a compensating  balance is maintained  during
      the  immediately  preceding  month.  During 1997 and 1996, the Partnership
      decreased   interest  expense  by   approximately   $60,000  and  $33,000,
      respectively, from the compensating balance clause.

      Principal payments required during the next five years are as follows:

        1998                                                       $     100,656
        1999                                                             115,044
        2000                                                             115,044
        2001                                                             132,000
        2002                                                           6,633,788
                                                                   -------------

                   Total                                            $  7,096,532
                                                                    ============

      In accordance  with Statement of Financial  Accounting  Standards No. 107,
      Disclosures  About Fair Value of Instruments,  the estimated fair value of
      mortgage notes payable with maturities greater than one year is determined
      based on rates  currently  available to the Partnership for mortgage notes
      with similar  terms and  remaining  maturities.  The  carrying  amount and
      estimated fair market value of the Partnership's debt at December 31, 1997
      and 1996 are equal due to the adjustable rate feature of the note.

5.    RENTAL REVENUES UNDER OPERATING LEASES

      Minimum future rental  revenues under  noncancelable  operating  leases in
      effect as of December 31, 1997 are as follows:

        1998                                                        $  3,033,000
        1999                                                           2,016,000
        2000                                                           1,550,000
        2001                                                           1,192,000
        2002                                                             942,000
        Remainder                                                        875,000
                                                                   -------------

                  Total                                             $  9,608,000
                                                                   =============

      In addition,  certain lease  agreements  require tenant  participation  in
      certain operating  expenses and additional  contingent  rentals based upon
      percentages  of  tenant  sales  in  excess  of  minimum  amounts.   Tenant
      participation  in  expenses  included in  revenues  approximated  $43,000,
      $38,000 and $43,000 for the years ended December 31, 1997,  1996 and 1995,
      respectively.  Contingent rentals were not significant for the years ended
      December 31, 1997, 1996 and 1995.

                                      -30-

<PAGE>



6.    FEDERAL INCOME TAX STATUS

      The general  partners  believe,  based on opinion of legal  counsel,  that
      Nooney Income Fund Ltd. II, L.P. is  considered a  partnership  for income
      tax purposes.

      Selling  commissions and offering expenses incurred in connection with the
      sale of  limited  partnership  units are not  deductible  for  income  tax
      purposes and therefore increase the partners' bases. Investment properties
      are  depreciated  for income tax  purposes  using rates which  differ from
      rates used for computing  depreciation for financial statement  reporting.
      Rents  received in advance are  includable  in taxable  income in the year
      received.  Rent  concessions,  recognized  ratably  over  lease  terms for
      financial statement purposes, are includable in taxable income in the year
      rents are received. Losses in connection with the write-down of investment
      property  are not  recognized  for tax  purposes  until  the  property  is
      disposed.

      The  comparison  of  financial  statement  and income tax  reporting is as
      follows:

                                                  Financial           Income
                                                  Statement            Tax

        1997:
          Net income (loss)                     $     63,587        $    (8,137)
          Partners' equity                         8,280,887         13,712,242

        1996:
          Net income (loss)                     $      83,571       $  (265,962)
          Partners' equity                         8,472,267         13,975,346

        1995:
          Net income                            $     209,517       $     53,069
          Partners' equity                          8,643,642         14,496,254

7.    MAJOR TENANT

      A substantial amount of the Partnership's revenue in 1997 was derived from
      two major  tenants whose rentals  amounted to  approximately  $500,000 and
      $408,000  or  14.9%  and  12.2%,   respectively,   of  total  revenues.  A
      substantial  amount of the Partnership's  revenue in 1996 was derived from
      two major  tenants whose rentals  amounted to  approximately  $469,000 and
      $374,000  or  13.3%  and  10.6%,   respectively,   of  total  revenues.  A
      substantial  amount of the Partnership's  revenue in 1995 was derived from
      two major  tenants whose rentals  amounted to  approximately  $201,000 and
      $191,000 or 11.3% and 10.7%, respectively, of total revenues.

                                   * * * * * *

                                      -31-

<PAGE>

<TABLE>

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT)
DECEMBER 31, 1997, 1996 AND 1995
------------------------------------------------------------------------------------------------------------------------------------

The reconciliation of partners' equity (deficit) between financial statement and income tax reporting is as follows:

                                                                December 31, 1997                       December 31, 1996
                                                     -------------------------------------  --------------------------------------
                                                       Limited       General                   Limited      General
                                                       Partners      Partners      Total       Partners     Partners      Total

<S>                                                 <C>           <C>         <C>           <C>           <C>         <C>
Balance (deficit) per statement of partners' equity $  8,411,559  $ (130,672) $  8,280,887  $  8,600,764  $ (128,497) $  8,472,267

Add:
  Selling commissions and other offering costs
    not deducted for income tax purposes               2,411,625        --       2,411,625     2,411,625        --       2,411,625

  Prepaid rents included in income for income
    tax purposes                                          70,438         711        71,149       (23,551)       (238)      (23,789)

  Master lease income included in income for income
    tax purposes                                         118,404       1,196       119,600       118,404       1,196       119,600

  Writedown of investment property not recognized
    for income tax purposes                            5,202,450      52,550     5,255,000     5,202,450      52,550     5,255,000
                                                    ------------  ----------  ------------  ------------  ----------  ------------

        Total                                         16,214,476     (76,215)   16,138,621    16,309,692     (74,989)   16,234,703

Less:
  Excess depreciation deducted for income tax
    purposes                                           2,337,626      41,606     2,379,232     2,160,116      39,814     2,199,930

  Rent concessions not recognized for income
    tax purposes                                          46,319         468        46,787        58,833         594        59,427
                                                    ------------  ----------  ------------  ------------  ----------  ------------

Balance (deficit) per tax return                    $ 13,830,531  $ (118,289) $ 13,712,242  $ 14,090,743  $ (115,397) $ 13,975,346
                                                    ============  ==========  ============  ============  ==========  ============



                                                                December 31, 1995
                                                     -------------------------------------
                                                       Limited       General
                                                       Partners      Partners      Total

Balance (deficit) per statement of partners' equity $  8,770,185  $ (126,543)  $  8,643,642

Add:
  Selling commissions and other offering costs
    not deducted for income tax purposes               2,411,625        --        2,411,625

  Prepaid rents included in income for income
    tax purposes                                          (1,411)        (14)       (1,425)

  Master lease income included in income for income
    tax purposes                                         118,404       1,196        119,600

  Writedown of investment property not recognized
    for income tax purposes                            5,202,450      52,550      5,255,000
                                                    ------------  ----------   ------------

        Total                                         16,501,253     (72,811)    16,428,442

Less:
  Excess depreciation deducted for income tax
    purposes                                           1,836,918      36,549      1,873,467

  Rent concessions not recognized for income
    tax purposes                                          58,134         587         58,721
                                                    ------------  ----------   ------------

Balance (deficit) per tax return                    $ 14,606,201  $ (109,947)  $ 14,496,254
                                                    ============  ==========   ============
</TABLE>

                                                  -32-
<PAGE>
<TABLE>
NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------------------------------
                   Column A                                            Column B                         Column C
                   --------                                            --------                         --------

                                                                                               Initial Cost to Partnership
                                                                                      --------------------------------------------
                                                                                                      Buildings and
                  Description                                         Encumbrances        Land        Improvements        Total
<S>                                                                   <C>             <C>             <C>             <C>
Leawood Fountain Plaza Office Complex (24% undivided interest),
    Leawood, Kansas                                                   $        --     $    318,962    $  1,991,417    $  2,310,379
Tower Industrial Building, Mundelein, Illinois                                 --          193,744       1,042,076       1,235,820
NorthCreek Office Park, Cincinnati, Ohio                                       --          338,850       4,639,617       4,978,467
Northeast Commerce Center, Cincinnati, Ohio                                    --          199,361       2,784,317       2,983,678
Countryside Executive Center, NorthCreek Office Park and
    Northeast Commerce Center                                            7,096,532             --              --              --
                                                                      ------------    ------------    ------------    ------------
                                                                               --        1,050,917      10,457,427      11,508,344
Countryside Executive Center, Palatine, Illinois                               --          623,919       4,302,911       4,926,830
                                                                      ------------    ------------    ------------    ------------
            Total                                                     $  7,096,532    $  1,674,836    $ 14,760,338    $ 16,435,174
                                                                      ============    ============    ============    ============
</TABLE>

<TABLE>
                                                                       Column D                         Column E
                                                                       --------                         --------
                                                                         Costs
                                                                      Capitalized                  Gross Amount at Which
                                                                     Subsequent to               Carried at Close of Period
                                                                     Acquisition (1)   --------------------------------------------
                                                                                                      Buildings and
                  Description                                                             Land        Improvements      Total
<S>                                                                   <C>             <C>             <C>           <C>
Leawood Fountain Plaza Office Complex (24% undivided interest),      $    (649,429)   $    318,962    $  1,341,988  $  1,660,950
    Leawood, Kansas
Tower Industrial Building, Mundelein, Illinois                               2,841         193,744       1,044,917     1,238,661
NorthCreek Office Park, Cincinnati, Ohio                                 3,651,183       1,370,100       7,259,550     8,629,650
Northeast Commerce Center, Cincinnati, Ohio                              1,623,142         736,051       3,870,769     4,606,820
Countryside Executive Center, NorthCreek Office Park and
    Northeast Commerce Center                                                  --             --               --            --
                                                                      ------------    ------------    ------------  ------------
                                                                         4,627,737       2,618,857      13,517,224    16,136,081
Countryside Executive Center, Palatine, Illinois                        (1,081,888)      1,356,419       2,488,523     3,844,942 (2)
                                                                      ------------    ------------    ------------  ------------
            Total                                                     $  3,545,849    $  3,975,276    $ 16,005,747  $ 19,981,023
                                                                      ============    ============    ============  ============
</TABLE>

<TABLE>
                                                                        Column F       Column G      Column H        Column I
                                                                      ------------  --------------  ---------  ---------------------
                                                                                                                   Life on Which
                                                                                                                    Depreciation
                                                                       Accumulated      Date of        Date      in Latest Income
                                                                       Depreciation   Construction   Acquired  Statement is Computed
<S>                                                                    <C>              <C>          <C>             <C>
Leawood Fountain Plaza Office Complex (24% undivided interest),
    Leawood, Kansas                                                    $    825,591     1982-1983    2/20/85         30 years
Tower Industrial Building, Mundelein, Illinois                              412,557        1974      3/20/86         30 years
NorthCreek Office Park, Cincinnati, Ohio                                  1,918,217     1984-1986    12/29/86        30 years
Northeast Commerce Center, Cincinnati, Ohio                               1,037,890        1985      12/29/86        30 years
                                                                       ------------
                                                                          4,194,255
Countryside Executive Center, Palatine, Illinois                          1,042,228 (2)    1975      12/16/86        30 years
             Total                                                     ------------
                                                                       $  5,236,483
                                                                       ============

<FN>
(1) Amounts shown are net of assets written-off and the following  writedowns to
reflect appraised values:

       Leawood Fountain Plaza Office Complex                                754,000
       NorthCreek Office Park                                               484,000
       Northeast Commerce Center                                            761,000
       Countryside Executive Center                                       3,256,000

(2) Amount is shown net in the financial statements $2,802,714.                                                            Continued
</FN>

                                      -33-
</TABLE>
<PAGE>

<TABLE>


NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
----------------------------------------------------------------------------------------------------------------


                                                                  1997               1996               1995
<S>                                                           <C>                <C>                <C>

(A) Reconciliation of amounts in Column E:

       Balance at beginning of period                         $ 19,569,732       $ 19,442,902       $ 11,935,190

       Add:
         Cost of improvements                                      551,260            225,189            154,049
         Acquisition of undivided interests                           --                 --            7,630,440

       Less - cost of disposals                                   (139,969)           (98,359)          (276,777)
                                                              ------------       ------------       ------------

       Balance at end of period                               $ 19,981,023       $ 19,569,732       $ 19,442,902
                                                              ============       ============       ============

       Reconciliation of amounts in Column F:

(B)    Balance at beginning period                            $  4,771,634       $  4,276,165       $  4,131,718

       Add -  Provision during period
                                                                   604,818            593,828            421,224
       Less -  Depreciation on disposals
                                                                  (139,969)           (98,359)          (276,777)
                                                              ------------       ------------       ------------

       Balance at end of period                               $  5,236,483       $  4,771,634       $  4,276,165
                                                              ============       ============       ============

(C)    The aggregate cost of real estate owned for
       federal income tax purposes                            $ 25,236,023       $ 24,824,732       $ 24,697,902
                                                              ============       ============       ============
</TABLE>

                                                   -34-