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, 1999 and 1998, and the related
statements of operations,  partners' equity (deficit) and cash flows for each of
the three years in the period ended  December 31, 1999. Our audits also included
the  financial  statement  schedules  listed in the index at Item 14(a)2.  These
financial statements and financial statement schedules are the responsibility of
the Partnership's general partners.  Our responsibility is to express an opinion
on these  financial  statements and financial  statement  schedules based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 1999 in conformity
with accounting  principles  generally accepted in the United States of America.
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.





February 22, 2000



                                       22
<PAGE>

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

BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


ASSETS                                                       1999         1998

CASH AND CASH EQUIVALENTS                               $ 1,190,211  $ 1,249,605

ACCOUNTS RECEIVABLE (net of allowance of $273,506
  in 1999 and $255,409 in 1998)                             257,599      205,323

PREPAID EXPENSES AND OTHER ASSETS                            24,430       21,505

INVESTMENT PROPERTY:
  Land                                                    2,618,857    2,618,857
  Buildings and improvements                             13,997,112   13,618,572
                                                        -----------  -----------

                                                         16,615,969   16,237,429
  Less accumulated depreciation                           5,162,333    4,691,263
                                                        -----------  -----------

                                                         11,453,636   11,546,166
  Investment property held for sale                       2,860,890    2,826,591
                                                        -----------  -----------

           Total investment property                     14,314,526   14,372,757

DEFERRED EXPENSES - At amortized cost                       321,834      280,805
                                                        -----------  -----------

TOTAL                                                   $16,108,600  $16,129,995
                                                        ===========  ===========


LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts payable and accrued expenses                 $   174,137  $   160,061
  Accrued real estate taxes                                 485,507      499,728
  Refundable tenant deposits                                250,231      211,787
  Mortgage note payable                                   6,871,246    6,995,876
                                                        -----------  -----------

     Total liabilities                                    7,781,121    7,867,452

PARTNERS' EQUITY                                          8,327,479    8,262,543
                                                        -----------  -----------

TOTAL                                                   $16,108,600  $16,129,995
                                                        ===========  ===========


See notes to financial statements.


                                       23
<PAGE>


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

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------------------------------------------


                                                 1999        1998        1997

REVENUES:
  Rental and other income                     $3,723,962  $3,680,649  $3,355,159
  Interest                                         4,055                   1,614
                                              ----------  ----------  ----------

          Total revenues                       3,728,017   3,680,649   3,356,773

EXPENSES:
  Interest                                       554,283     584,329     595,696
  Depreciation and amortization                  765,982     755,447     670,997
  Real estate taxes                              544,192     534,592     597,849
  Property management fees - related party       216,862     215,198     201,992
  Repairs and maintenance                        442,418     334,606     293,264
  Professional services                          380,102     135,134     224,330
  Other operating expenses (includes
    $40,000 in each year to related party)       759,242     757,247     709,058
                                              ----------  ----------  ----------

          Total expenses                       3,663,081   3,316,553   3,293,186
                                              ----------  ----------  ----------

NET INCOME                                    $   64,936  $  364,096  $   63,587
                                              ==========  ==========  ==========

NET INCOME ALLOCATION:
  General partners                            $      649  $   21,480  $   12,529
  Limited partners                            $   64,287  $  342,616  $   51,058

LIMITED PARTNERS' DATA:
  Net income per unit                         $     3.34  $    17.83  $     2.66
                                              ==========  ==========  ==========

  Cash distributions - Investment income
    per unit                                  $     --    $    17.83  $     2.66
                                              ==========  ==========  ==========

  Cash distributions - Return of capital
    per unit                                  $     --    $     0.92  $     9.84
                                              ==========  ==========  ==========

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


See notes to financial statements.


                                       24
<PAGE>



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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------------------------------------------


                                           Limited      General
                                          Partners      Partners       Total

BALANCE (DEFICIT), JANUARY 1, 1997      $ 8,600,764   $  (128,497)  $ 8,472,267

  Net income                                 51,058        12,529        63,587

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

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

  Net income                                342,616        21,480       364,096

  Cash distributions                       (360,394)      (22,046)     (382,440)
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1998      8,393,781      (131,238)    8,262,543

  Net income                                 64,287           649        64,936
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1999    $ 8,458,068   $  (130,589)  $ 8,327,479
                                        ===========   ===========   ===========


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, 1999, 1998 AND 1997
-----------------------------------------------------------------------------------------------


<CAPTION>
                                                            1999          1998          1997

<S>                                                     <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                            $    64,936   $   364,096   $    63,587
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation                                          677,201       660,875       604,818
      Amortization of deferred expenses                      88,781        94,572        66,179
      Net changes in accounts affecting operations:
        Accounts receivable                                 (52,276)      (52,373)       66,705
        Prepaid expenses and other assets                    (2,925)       (4,453)       (6,864)
        Deferred expenses                                  (129,810)     (104,353)     (215,064)
        Accounts payable and accrued expenses                14,076      (320,548)      377,278
        Accrued real estate taxes                           (14,221)      (57,174)      (25,580)
        Refundable tenant deposits                           38,444        63,013        23,748
                                                        -----------   -----------   -----------

           Net cash provided by operating activities        684,206       643,655       954,807
                                                        -----------   -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Additions to investment property                         (618,970)     (289,092)     (551,260)
                                                        -----------   -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions to partners                               --        (382,440)     (254,967)
  Mortgage principal payments                              (124,630)     (100,656)      (93,468)
                                                        -----------   -----------   -----------

           Net cash used in financing activities           (124,630)     (483,096)     (348,435)
                                                        -----------   -----------   -----------

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                          (59,394)     (128,533)       55,112

CASH AND CASH EQUIVALENTS, BEGINNING
  OF YEAR                                                 1,249,605     1,378,138     1,323,026
                                                        -----------   -----------   -----------

CASH AND CASH EQUIVALENTS, END
  OF YEAR                                               $ 1,190,211   $ 1,249,605   $ 1,378,138
                                                        ===========   ===========   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Cash paid during the year for
  interest                                              $   590,980   $   537,963   $   609,879
                                                        ===========   ===========   ===========
</TABLE>

See notes to financial statements.


                                       26
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------------------------------------------

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.

      The Partnership's portfolio is comprised of a 24% undivided interest in an
      office complex in Leawood,  Kansas  (Leawood  Fountain  Plaza);  an office
      warehouse in Mundelein,  Illinois (Tower  Industrial  Building);  a single
      story office  building in  Palatine,  Illinois  (Countryside  Office Park,
      formerly  Countryside  Executive  Center);  an   office/warehouse/showroom
      facility in Cincinnati,  Ohio (Northeast  Commerce Center);  and an office
      complex in Cincinnati,  Ohio (NorthCreek  Office Park). The  proportionate
      share of these properties  owned by the Partnership  generated 9.6%, 5.5%,
      33.0%, 11.1% and 40.8% of rental and other income,  respectively,  for the
      year ended  December 31,  1999.  Effective  October 1, 1998,  the property
      known as Countryside Executive Center was renamed Countryside Office Park.

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

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.

      Prior to October 31, 1997, 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.  Property  management  fees  paid to  Nooney  Krombach  Company  were
      $171,525  for  the  year  ended  December  31,  1997.  Additionally,   the
      Partnership  paid Nooney Krombach Company $33,334 in 1997 as reimbursement
      for  management  services and  indirect  expenses in  connection  with the
      management of the Partnership.

                                       27
<PAGE>


      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.

      In September  1999,  Nooney,  Inc.  changed its name to American  Spectrum
      Midwest,  Inc. and began doing  business  under the new name at that time.
      Ownership remained  unchanged.  Property  management fees paid to American
      Spectrum Midwest,  Inc. were $216,862,  $215,198 and $30,467 for the years
      ended December 31, 1999, 1998 and 1997,  respectively.  Additionally,  the
      Partnership paid American Spectrum Midwest,  Inc. $40,000 in 1999 and 1998
      and $6,666 in 1997 as reimbursement  for management  services and indirect
      expenses in connection with the Partnership.

      Investment  property is  recorded  at the lower of cost or net  realizable
      value. The Partnership  reviews long-lived assets for impairment  whenever
      events or changes in circumstances  indicate that the carrying amount of a
      property may not be recoverable.  The  Partnership  considers a history of
      operating  losses or a change in  occupancy  to be primary  indicators  of
      potential impairment. The Partnership deems the property to be impaired if
      a forecast of undiscounted future operating cash flows directly related to
      the property,  including  disposal value if any, is less than its carrying
      amount. If the property is determined to be impaired, the loss is measured
      as the amount by which the  carrying  amount of the  property  exceeds its
      fair value. Fair value is based on quoted market prices in active markets,
      if available.  If quoted market prices are not  available,  an estimate of
      fair value is based on the best  information  available,  including prices
      for similar  properties  or the results of  valuation  techniques  such as
      discounting estimated future cash flows.  Considerable management judgment
      is necessary to estimate  fair value.  Accordingly,  actual  results could
      vary significantly from such estimates.

      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,
      1999,  accounts  receivable  include  approximately  $145,000 ($121,500 in
      1998) 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.

      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,

                                       28
<PAGE>

      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, 1999,  Partnership  Management Fees totaling
      $316,180 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  $316,180  is  remote  and  therefore  the
      management fee 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.

      The  Partnership  adopted SFAS No. 130,  Reporting  Comprehensive  Income,
      which  requires  entities  to report  changes in equity  that  result from
      transactions and economic events other than those with  shareholders.  The
      Partnership  had no other  comprehensive  income  items,  accordingly  net
      income and other comprehensive income are the same.

3.    MORTGAGE NOTE PAYABLE

      Mortgage  note payable as of December  31, 1999 and 1998,  consists of the
      following:

                                                           1999          1998

      Note payable to bank, principal of $9,587, and
        interest due monthly at bank's prime rate
        (9.25% at December 31, 1999) plus .75%
        maturing December 28, 2002                      $6,871,246    $6,995,876
                                                        ==========    ==========


      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  $12,601,000 at December
      31, 1999. 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  1999,  1998  and  1997,  the
      Partnership decreased interest expense by approximately  $59,000,  $64,000
      and $60,000, respectively, from the compensating balance clause.

                                       29
<PAGE>

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

           2000                                            $  115,044
           2001                                               132,000
           2002                                             6,624,202
                                                           ----------

                Total                                      $6,871,246
                                                           ==========

      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, 1999
      and 1998 are equal due to the adjustable  rate feature of the note and the
      terms are consistent with those the Partnership could currently obtain.

4.    RENTAL REVENUES UNDER OPERATING LEASES

      Minimum future rental  revenues under  noncancelable  operating  leases in
effect as of December 31, 1999 are as follows:

           2000                                             $3,047,000
           2001                                              2,608,000
           2002                                              1,928,000
           2003                                              1,207,000
           2004                                                437,000
           Remainder                                           267,000
                                                            ----------

                Total                                       $9,494,000
                                                            ==========

      In addition,  certain lease  agreements  require tenant  participation  in
      certain operating expenses.  Tenant  participation in expenses included in
      revenues  approximated  $45,000,  $61,000  and $43,000 for the years ended
      December 31, 1999, 1998 and 1997, respectively.

5.    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.

                                       30
<PAGE>


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

                                        Financial            Income
                                        Statement              Tax

      1999:
        Net income (loss)              $    64,936         $  (145,635)
        Partners' equity                 8,327,479          13,178,376

      1998:
        Net income (loss)              $   364,096         $    (5,791)
        Partners' equity                 8,262,543          13,324,011

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


6.    MAJOR TENANT

      A substantial amount of the Partnership's revenue in 1999 was derived from
      one major tenant whose rental amounted to approximately  $405,000, or 11%,
      of total revenues.  A substantial  amount of the Partnership's  revenue in
      1998  was  derived  from two  major  tenants  whose  rentals  amounted  to
      approximately $427,000 and $367,000 or 11.6% and 10.0%,  respectively,  of
      total revenues. 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.

                                       31
<PAGE>


7.    BUSINESS SEGMENTS (in thousands)

      The Partnership has five reportable  operating segments:  Leawood Fountain
      Plaza,  Tower  Industrial,  Countryside  Office Park,  Northeast  Commerce
      Center,  and NorthCreek  Office Park. In 1998 and 1997, the  Partnership's
      management  evaluated  performance of each segment based on profit or loss
      from  operations  before  allocation of property  writedowns,  general and
      administrative expenses, unusual and extraordinary items, and interest. In
      1999, the Partnership began evaluating each segment's operations including
      allocation of property writedowns. The accounting policies of the segments
      are the same as those  described in the summary of significant  accounting
      policies (see Note 2).

      (In thousands)                        1999        1998        1997

      Revenues:
        Leawood Fountain Plaza          $     359.7 $     307.9 $     283.9
        Tower Industrial                      203.1       202.2       196.9
        Countryside Office Park             1,220.6     1,025.4       905.8
        Northeast Commerce Center             409.7       692.1       676.1
        NorthCreek Office Park              1,509.1     1,377.3     1,303.8
                                        ----------- ----------- -----------
                                        $   3,702.2 $   3,604.9 $   3,366.5
                                        =========== =========== ===========

      Operating profit (loss):
        Leawood Fountain Plaza          $      92.2 $      43.6 $      20.0
        Tower Industrial                       84.7        93.5        90.4
        Countryside Office Park               (10.5)       36.5       (69.5)
        Northeast Commerce Center            (214.0)      (31.3)       50.4
        NorthCreek Office Park                343.9       178.2        81.7
                                        ----------- ----------- -----------
                                        $     296.3 $     320.5 $     173.0
                                        =========== =========== ===========

      Capital expenditures:
        Leawood Fountain Plaza          $      33.6 $      36.1 $      29.0
        Tower Industrial                      192.8
        Countryside Office Park               128.9       138.0       313.3
        Northeast Commerce Center             219.2                    68.3
        NorthCreek Office Park                 44.5       115.0       140.7
                                        ----------- ----------- -----------
                                        $     619.0 $     289.1 $     551.3
                                        =========== =========== ===========

      Depreciation and amortization:
        Leawood Fountain Plaza          $      69.2 $      90.8 $      91.4
        Tower Industrial                       45.2        41.6        41.6
        Countryside Office Park               137.3       151.8        72.0
        Northeast Commerce Center             192.4       265.4       245.2
        NorthCreek Office Park                307.4       359.3       374.3
                                        ----------- ----------- -----------
                                        $     751.5 $     908.9 $     824.5
                                        =========== =========== ===========
      Assets:
        Leawood Fountain Plaza          $     946.8 $   1,476.0
        Tower Industrial                      985.9       914.8
        Countryside Office Park             3,126.2     8,653.8
        Northeast Commerce Center           3,512.7     4,606.2
        NorthCreek Office Park              6,410.5     6,992.8
                                        ----------- -----------
                                        $  14,982.1 $  22,643.6
                                        =========== ===========

                                       32
<PAGE>


      Reconciliations  of segment data to the  Partnership's  consolidated  data
      follow:

      (In thousands)                        1999        1998        1997

      Revenues:
         Segments                       $   3,702.2 $   3,604.9 $   3,366.5
         Corporate and other                   25.8        75.7        (9.7)
                                        ----------- ----------- -----------
                                        $   3,728.0 $   3,680.6 $   3,356.8
                                        =========== =========== ===========

      Net income:
        Segments operating profit       $     296.3 $     320.5 $     173.0
        Other income (expense)                 25.8        75.7        (9.7)
        General and administrative
          expenses                           (257.2)      (32.1)      (99.7)
                                        ----------- ----------- -----------
                                        $      64.9 $     364.1 $      63.6
                                        =========== =========== ===========

      Assets:
        Segments                        $  14,982.1 $  22,643.6
        Corporate and other                 1,126.5    (6,513.6)
                                        ----------- -----------
                                        $  16,108.6 $  16,130.0
                                        =========== ===========

      Depreciation and amortization:
       Segments                         $     751.5 $     908.9 $     824.5
       Corporate and other                     14.5      (153.5)     (153.5)
                                        ----------- ----------- -----------
                                        $     766.0 $     755.4 $     671.0
                                        =========== =========== ===========


                                   * * * * * *

                                       33
<PAGE>


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

SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT)
DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------------------------------------------------------------------------------


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

<CAPTION>
                                                                                         December 31, 1999
                                                                              --------------------------------------
                                                                                Limited      General
                                                                                Partners     Partners       Total

<S>                                                                           <C>          <C>           <C>
Balance (deficit) per statement of partners' equity                           $ 8,458,068  $  (130,589)  $ 8,327,479

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

  Prepaid rents included in income for income tax purposes                         25,900          262        26,162

  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                                                                16,216,447      (76,581)   16,139,866

Less:
  Excess depreciation and amortization deducted for income tax purposes         2,755,494       45,827     2,801,321

  Insurance premiums deducted for income tax purposes                              15,014          152        15,166

  Rent concessions not recognized for income tax purposes                         143,553        1,450       145,003
                                                                              -----------  -----------   -----------

Balance (deficit) per tax return                                              $13,302,386  $  (124,010)  $13,178,376
                                                                              ===========  ===========   ===========


                                                                                         December 31, 1998
                                                                              --------------------------------------
                                                                                Limited      General
                                                                                Partners     Partners       Total


Balance (deficit) per statement of partners' equity                           $ 8,393,781  $  (131,238)  $ 8,262,543

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

  Prepaid rents included in income for income tax purposes                          6,356           64         6,420

  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                                                                16,132,616      (77,428)   16,055,188

Less:
  Excess depreciation and amortization deducted for income tax purposes         2,553,625       43,789     2,597,414

  Insurance premiums deducted for income tax purposes                              12,120          122        12,242

  Rent concessions not recognized for income tax purposes                         120,306        1,215       121,521
                                                                              -----------  -----------   -----------

Balance (deficit) per tax return                                              $13,446,565  $  (122,554)  $13,324,011
                                                                              ===========  ===========   ===========



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

Balance (deficit) per statement of partners' equity                           $ 8,411,559  $  (130,672)  $ 8,280,887

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

  Prepaid rents included in income for income tax purposes                         70,438          711        71,149

  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                                                                16,214,476      (76,215)   16,138,261

Less:
  Excess depreciation and amortization deducted for income tax purposes         2,337,626       41,606     2,379,232

  Insurance premiums deducted for income tax purposes

  Rent concessions not recognized for income tax purposes                          46,319          468        46,787
                                                                              -----------  -----------   -----------

Balance (deficit) per tax return                                              $13,830,531  $  (118,289)  $13,712,242
                                                                              ===========  ===========   ===========
</TABLE>

                                       34
<PAGE>

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

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
-------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
                              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 Office Park, NorthCreek Office Park and Northeast Commerce
  Center                                                                    6,871,246
                                                                          -----------  -----------  -----------  -----------
                                                                            6,871,246    1,050,917   10,457,427   11,508,344
Countryside Office Park, Palatine, Illinois                                      --        623,919    4,302,911    4,926,830
                                                                          -----------  -----------  -----------  -----------

          Total                                                           $ 6,871,246  $ 1,674,836  $14,760,338  $16,435,174
                                                                          ===========  ===========  ===========  ===========



                                                                           Column D                    Column E
                                                                           --------                    --------
                                                                                                 Gross Amount at Which
                                                                            Costs             Carried at Close of Period
                                                                         Capitalized   ----------------------------------------
                                                                         Subsequent to             Buildings and
                            Description                                  Acquisition(1)    Land     Improvements     Total

Leawood Fountain Plaza Office Complex (24% undivided interest), Leawood,
  Kansas                                                                  $  (603,326) $   318,962  $ 1,388,091  $ 1,707,053
Tower Industrial Building, Mundelein, Illinois                                195,588      193,744    1,237,664    1,431,408
NorthCreek Office Park, Cincinnati, Ohio                                    3,713,830    1,370,100    7,322,197    8,692,297
Northeast Commerce Center, Cincinnati, Ohio                                 1,801,533      736,051    4,049,160    4,785,211
Countryside Office Park, NorthCreek Office Park and Northeast Commerce
  Center
                                                                          -----------  -----------  -----------  -----------
                                                                            5,107,625    2,618,857   13,997,112   16,615,969
Countryside Office Park, Palatine, Illinois                                  (938,645)   1,356,419    2,631,766    3,988,185 (2)
                                                                          -----------  -----------  -----------  -----------

          Total                                                           $ 4,168,980  $ 3,975,276  $16,628,878  $20,604,154
                                                                          ===========  ===========  ===========  ===========



                                                                          Column F       Column G    Column H        Column I
                                                                          --------       --------    --------        --------
                                                                                                                   Life on Which
                                                                                                                 Depreciation in
                                                                         Accumulated     Date of       Date       Latest Income
                                                                         Depreciation  Construction  Acquired  Statement is Computed

Leawood Fountain Plaza Office Complex (24% undivided interest), Leawood,
  Kansas                                                                  $  938,094    1982-1983   2/20/1985        30 years
Tower Industrial Building, Mundelein, Illinois                               486,715       1974     3/20/1986        30 years
NorthCreek Office Park, Cincinnati, Ohio                                   2,403,394    1984-1986   12/29/1986       30 years
Northeast Commerce Center, Cincinnati, Ohio                                1,334,130       1985     12/29/1986       30 years
                                                                          ----------

                                                                           5,162,333
Countryside Office Park, Palatine, Illinois                                1,127,295 (2)   1975     12/16/1986       30 years
                                                                          ----------

          Total                                                           $6,289,628
                                                                          ==========

(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 Office Park                                             3,256,000
</TABLE>


(2) Amount is shown net in the financial statements $2,860,890.


                                       35
<PAGE>

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

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
-------------------------------------------------------------------------------------------


<CAPTION>
                                                     1999           1998           1997

<S>                                              <C>            <C>            <C>
(A) Reconciliation of amounts in Column E:

       Balance at beginning of period            $ 20,130,482   $ 19,981,023   $ 19,569,732

       Add - Cost of improvements                     618,970        289,092        551,260

       Less - Cost of disposals                      (145,298)      (139,633)      (139,969)
                                                 ------------   ------------   ------------

       Balance at end of period                  $ 20,604,154   $ 20,130,482   $ 19,981,023
                                                 ============   ============   ============

       Reconciliation of amounts in Column F:

(B) Balance at beginning period                  $  5,757,725   $  5,236,483   $  4,771,634

       Add -  Provision during period                 677,201        660,875        604,818

       Less -  Depreciation on disposals             (145,298)      (139,633)      (139,969)
                                                 ------------   ------------   ------------

       Balance at end of period                  $  6,289,628   $  5,757,725   $  5,236,483
                                                 ============   ============   ============

(C) The aggregate cost of real estate owned for
       federal income tax purposes               $ 25,859,154   $ 25,385,482   $ 25,236,023
                                                 ============   ============   ============
</TABLE>



                                       36