Exhibit 99.3









INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheets of Nooney Income Fund Ltd., 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., 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

                                       19
<PAGE>

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

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


ASSETS                                                   1999           1998

CASH AND CASH EQUIVALENTS                           $  1,237,294   $    804,739

ACCOUNTS RECEIVABLE  (includes $42,671 and
  $6,925 due from related party in 1999 and
  1998, respectively)                                    171,996         97,104

PREPAID EXPENSES                                          14,948         12,332

INVESTMENT PROPERTY:
  Land                                                 1,946,169      1,946,169
  Buildings and improvements                           8,654,403      8,601,373
                                                    ------------   ------------

                                                      10,600,572     10,547,542
  Less accumulated depreciation                       (5,271,378)    (5,010,424)
                                                    ------------   ------------

                                                       5,329,194      5,537,118

DEFERRED EXPENSES - At amortized cost                    118,876        111,293
                                                    ------------   ------------

TOTAL                                               $  6,872,308   $  6,562,586
                                                    ============   ============


LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts payable and accrued expenses             $     79,070   $    186,291
  Accrued real estate taxes                              185,415        180,361
  Refundable tenant deposits                             145,711        131,577
  Mortgage note payable                                1,125,002      1,149,701
                                                    ------------   ------------

           Total liabilities                           1,535,198      1,647,930

PARTNERS' EQUITY                                       5,337,110      4,914,656
                                                    ------------   ------------

TOTAL                                               $  6,872,308   $  6,562,586
                                                    ============   ============


See notes to financial statements.

                                       20
<PAGE>


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

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


                                                 1999        1998        1997

REVENUES:
  Rental and other income                     $2,086,824  $1,851,792  $1,772,253
  Interest                                        28,990      16,073      23,406
                                              ----------  ----------  ----------

          Total revenues                       2,115,814   1,867,865   1,795,659
                                              ----------  ----------  ----------


EXPENSES:
  Interest                                        93,177     106,461     117,437
  Depreciation and amortization                  403,005     433,549     443,004
  Real estate taxes                              253,148     249,836     273,703
  Property management fees - related party       125,314     111,606     107,130
  Repairs and maintenance                        232,309     133,264     127,354
  Utilities                                      123,689     118,114     108,281
  Other operating expenses (includes $25,000
    in each year to related party)               462,718     481,894     425,619
                                              ----------  ----------  ----------


          Total expenses                       1,693,360   1,634,724   1,602,528
                                              ----------  ----------  ----------


NET INCOME                                    $  422,454  $  233,141  $  193,131
                                              ==========  ==========  ==========

NET INCOME ALLOCATION:
  General partners                            $    4,262  $   39,944  $   30,127
  Limited partners                               418,192     193,197     163,004


LIMITED PARTNERS DATA:
  Net income per unit                         $    27.55  $    12.72  $    10.74
                                              ==========  ==========  ==========

  Cash distributions - investment income
    per unit                                  $     --    $    12.72  $    10.74
                                              ==========  ==========  ==========

  Cash distributions - return of capital
    per unit                                  $     --    $    12.28  $     8.01
                                              ==========  ==========  ==========

  Weighted average limited partnership
    units outstanding                             15,180      15,180      15,180
                                              ==========  ==========  ==========


See notes to financial statements.

                                       21
<PAGE>


NOONEY INCOME FUND LTD., 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      $ 5,314,386   $   (87,894)  $ 5,226,492

  Net income                                163,004        30,127       193,131

  Cash distributions                       (284,625)      (31,665)     (316,290)
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1997      5,192,765       (89,432)    5,103,333

  Net income                                193,197        39,944       233,141

  Cash distributions                       (379,625)      (42,193)     (421,818)
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1998      5,006,337       (91,681)    4,914,656

  Net income                                418,192         4,262       422,454
                                        -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1999    $ 5,424,529   $   (87,419)  $ 5,337,110
                                        ===========   ===========   ===========


See notes to financial statements.

                                       22
<PAGE>

<TABLE>
<CAPTION>

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

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

                                                         1999          1998          1997

<S>                                                  <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $   422,454   $   233,141   $   193,131
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation                                       366,063       395,206       405,604
      Amortization of deferred expenses                   36,942        38,343        37,400
      Net changes in accounts affecting operations:
        Accounts receivable                              (74,892)       17,934        60,287
        Prepaid expenses                                  (2,616)       (1,812)          302
        Deferred expenses                                (44,525)      (88,341)      (34,452)
        Accounts payable and accrued expenses           (107,221)       78,082        (1,296)
        Accrued real estate taxes                          5,054        (4,575)       14,238
        Refundable tenant deposits                        14,134        11,560         5,146
                                                     -----------   -----------   -----------

          Net cash provided by operating activities      615,393       679,538       680,360
                                                     -----------   -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Net additions to investment property                  (158,139)     (270,969)     (231,208)
                                                     -----------   -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions to partners                            --        (421,818)     (316,290)
  Payments on mortgage note payable                      (24,699)      (47,299)      (64,800)
                                                     -----------   -----------   -----------

          Net cash used in financing activities          (24,699)     (469,117)     (381,090)
                                                     -----------   -----------   -----------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                            432,555       (60,548)       68,062

CASH AND CASH EQUIVALENTS, BEGINNING OF
  YEAR                                                   804,739       865,287       797,225
                                                     -----------   -----------   -----------

CASH AND CASH EQUIVALENTS, END OF YEAR               $ 1,237,294   $   804,739   $   865,287
                                                     ===========   ===========   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Cash paid for interest               $   101,625   $    98,013   $   117,437
                                                     ===========   ===========   ===========
</TABLE>


See notes to financial statements.

                                       23
<PAGE>


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

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


1.    BUSINESS

      Nooney Income Fund Ltd., L.P. (the "Partnership") is a limited partnership
      organized  under the laws of the State of Missouri on October 12, 1983 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   an
      office/warehouse  complex  located in Downers  Grove,  Illinois (Oak Grove
      Commons)  which  generated  47.7% of rental and other  income for the year
      ended December 31, 1999, and an office complex in Leawood, Kansas (Leawood
      Fountain  Plaza) which  generated 52.3% of rental and other income for the
      year ended December 31, 1999.

      The  Partnership  owns  100%  of Oak  Grove  Commons  and a 76%  undivided
      interest in Leawood Fountain Plaza. The Partnership's  proportionate share
      of the results of operations of Leawood  Fountain Plaza is included in the
      statements   of   operations  of  the   Partnership.   The   Partnership's
      proportionate  share of the assets  and  liabilities  of Leawood  Fountain
      Plaza is included in the balance sheets presented.

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 the
      Partnership.  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 wholly
      owned subsidiary of Nooney Company. One of the individual general partners
      was an officer,  director and  shareholder  of Nooney  Company.  The other
      individual  general partner's  spouse's estate was a shareholder of Nooney
      Company.  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 $90,260 for
      the year ended  November  30, 1997.  Additionally,  the  Partnership  paid
      Nooney Krombach  Company $20,833 in 1997 as  reimbursement  for management
      services and indirect  expenses in connection  with the  management of the
      Partnership.

      On October 31, 1997,  Nooney  Company  sold its wholly  owned  subsidiary,
      Nooney  Investors,  Inc., the corporate general partner of the Partnership
      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

                                       24
<PAGE>

      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 $121,143,  $111,606 and $16,870 for the years
      ended December 31, 1999, 1998 and 1997,  respectively.  Additionally,  the
      Partnership paid American Spectrum Midwest,  Inc. $25,000 in 1999 and 1998
      and $4,167 in 1997 as reimbursement  for management  services and indirect
      expenses in connection with the management of the Partnership.

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

      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 their estimated  useful
      lives (30 years) using the straight-line  method.  Tenant  alterations are
      depreciated over the term of the lease on a straight-line basis.

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

      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  $48,000 ($39,000 in 1998)
      of  accrued  rent  concessions  which is not yet due  under  the  terms of
      various lease agreements.

      Net Operating Cash Income,  as defined in the  Partnership  Agreement,  is
      distributed  quarterly as follows:  (1) 90% pro rata to all partners based
      upon  the  relationship  of  original  capital  contributions  of all  the
      partners;  (2) 9% to the  individual  general  partners  as  their  annual
      partnership management fee; and (3) 1% to the individual general partners.

      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 that Net Operating
      Cash Income  distributed to the individual  general partners under (2) and
      (3) above exceeds 1% of net operating cash income for the period; then, 1%
      to the  individual  general  partners  and the  remainder  pro rata to all
      partners based upon the relationship of original capital  contributions of
      all of the partners.

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

                                       25
<PAGE>


      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 comprehensive income are the same.

3.    MORTGAGE NOTE PAYABLE

      Mortgage note payable at December 31 consists of the following:

                                                              1999        1998

      Note  payable to bank,  principal  due in monthly
        installments  of $1,900  plus interest at 3% over
        the thirty-day  LIBOR rate (8.83% at December 31,
        1999) to July 2000 when remaining principal is
        due                                               $1,125,002  $1,149,701
                                                          ==========  ==========

      Management  intends to refinance  the note payable  under similar terms by
      extending the due date.

      The mortgage note is  collateralized by a first deed of trust on Oak Grove
      Commons which has a net book value of approximately $2,895,000 at December
      31, 1999.

      In accordance  with Statement of Financial  Accounting  Standards No. 107,
      Disclosures about Fair Value of Financial 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 as the present
      value of expected  cash flows.  The carrying  amount  equals its estimated
      fair  value  due to the  variable  nature  of the debt 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                                               $1,660,000
         2001                                                1,278,000
         2002                                                  789,000
         2003                                                  421,000
         2004                                                  225,000
         Thereafter                                            215,000
                                                            ----------

             Total                                          $4,588,000
                                                            ==========

      In addition,  certain lease  agreements  require tenant  participation  in
      certain operating expenses. The income is recorded in the same period that
      the related expense is incurred. Tenant participation in expenses included
      in revenues were not  significant  for the years ended  December 31, 1999,
      1998 and 1997.

5.    FEDERAL INCOME TAX STATUS

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

                                       26
<PAGE>


      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 writedown of investment
      property are not  recognized for income tax purposes until the property is
      disposed.

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

                                                     Financial          Income
                                                     Statement            Tax

      1999:
        Net income                                  $  422,454         $ 343,949
        Partners' equity                             5,337,110         6,418,634

      1998:
        Net income (loss)                           $  233,141        $ (45,152)
        Partners' equity                             4,914,656         6,074,685

      1997:
        Net income (loss)                           $  193,131        $ (59,230)
        Partners' equity                             5,103,333         6,541,529

                                       27
<PAGE>



6.    BUSINESS SEGMENTS (IN THOUSANDS)

      The Partnership has two reportable  operating  segments:  Leawood Fountain
      Plaza  and  Oak  Grove  Commons.  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  write-downs  and interest  income.  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              $  1,139.3 $    975.0 $    899.0
        Oak Grove Commons                        962.5      879.6      886.5
                                            ---------- ---------- ----------
                                            $  2,101.8 $  1,854.6 $  1,785.5
                                            ========== ========== ==========

      Operating profit:
        Leawood Fountain Plaza              $    292.1 $    139.5 $     63.4
        Oak Grove Commons                        312.4      134.6      177.3
                                            ---------- ---------- ----------
                                            $    604.5 $    274.1 $    240.7
                                            ========== ========== ==========

      Capital expenditures:
        Leawood Fountain Plaza              $    106.7 $     74.7 $     90.9
        Oak Grove Commons                         51.4      196.3      140.3
                                            ---------- ---------- ----------
                                            $    158.1 $    271.0 $    231.2
                                            ========== ========== ==========

      Depreciation and amortization:
        Leawood Fountain Plaza              $    219.3 $    287.6 $    289.3
        Oak Grove Commons                        198.0      248.3      256.1
                                            ---------- ---------- ----------
                                            $    417.3 $    535.9 $    545.4
                                            ========== ========== ==========

      Assets:
        Leawood Fountain Plaza              $  2,998.2 $  4,674.1
        Oak Grove Commons                      3,498.6    3,818.8
                                            ---------- ----------
                                            $  6,496.8 $  8,429.9
                                            ========== ==========

                                       28
<PAGE>

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

      (In thousands)                            1999       1998       1997

      Revenues:
        Segments                             $  2,101.8 $  1,854.6 $  1,785.5
        Corporate and other                        14.0       13.3       10.2
                                             ---------- ---------- ----------
                                             $  2,115.8 $  1,867.9 $  1,795.7
                                             ========== ========== ==========

      Net income (loss):
        Segments                             $    604.5 $    274.1 $    240.7
        Other income (expense)                     14.0       13.0        8.4
        General and administrative expenses      (196.0)     (54.0)     (55.8)
                                             ---------- ---------- ----------
                                             $    422.5 $    233.1 $    193.3
                                             ========== ========== ==========

      Depreciation and amortization:
        Segments                             $    417.3 $    535.9 $    545.4
        Corporate and other                       (14.3)    (102.4)    (102.4)
                                             ---------- ---------- ----------
                                             $    403.0 $    433.5 $    443.0
                                             ========== ========== ==========

      Assets:
        Segments                             $  6,496.8 $  8,492.9
        Corporate and other                       375.5   (1,930.3)
                                             ---------- ----------
                                             $  6,872.3 $  6,562.6
                                             ========== ==========


                                   * * * * * *

                                       29
<PAGE>

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

<TABLE>
<CAPTION>

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

The  reconciliation of partners' equity (deficit)  between financial  statements
and income tax basis is as follows:
                                                                                         December 31, 1999
                                                                            ------------------------------------------
                                                                               Limited        General
                                                                               Partners      Partners         Total

<S>                                                                         <C>            <C>            <C>
Balance per statement of partners' equity (deficit)                         $  5,424,529   $    (87,419)  $  5,337,110

Add:
  Selling commissions and other offering costs not deducted for income tax
    purposes                                                                   1,822,322                     1,822,322

  Prepaid rents included in income for income tax purposes                        12,828            131         12,959

  Writedown of investment property not recognized for income tax purposes      3,050,874         31,126      3,082,000
                                                                            ------------   ------------   ------------

                                                                              10,310,553        (56,162)    10,254,391

Less:
  Excess depreciation deducted for income tax purposes                         3,739,787         38,138      3,777,925

  Insurance premiums deducted for income tax purposes                              9,729             99          9,828

  Rent concessions not recognized for income tax purposes                         47,520            484         48,004
                                                                            ------------   ------------   ------------

Balance (deficit) per tax return                                            $  6,513,517   $    (94,883)  $  6,418,634
                                                                            ============   ============   ============


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

Balance per statement of partners' equity (deficit)                         $  5,006,337   $    (91,681)  $  4,914,656

Add:
  Selling commissions and other offering costs not deducted for income tax
    purposes                                                                   1,822,322                     1,822,322

  Prepaid rents included in income for income tax purposes                         1,421             14          1,435

  Writedown of investment property not recognized for income tax purposes      3,050,874         31,126      3,082,000
                                                                            ------------   ------------   ------------

                                                                               9,880,954        (60,541)     9,820,413

Less:
  Excess depreciation deducted for income tax purposes                         3,661,858         37,347      3,699,205

  Insurance premiums deducted for income tax purposes                              7,139             72          7,211

  Rent concessions not recognized for income tax purposes                         38,919            393         39,312
                                                                            ------------   ------------   ------------

Balance (deficit) per tax return                                            $  6,173,038   $    (98,353)  $  6,074,685
                                                                            ============   ============   ============


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

Balance per statement of partners' equity (deficit)                         $  5,192,765   $    (89,432)  $  5,103,333

Add:
  Selling commissions and other offering costs not deducted for income tax
    purposes                                                                   1,822,322                     1,822,322

  Prepaid rents included in income for income tax purposes                        (1,087)           (11)        (1,098)

  Writedown of investment property not recognized for income tax purposes      3,050,874         31,126      3,082,000
                                                                            ------------   ------------   ------------

                                                                              10,064,874        (58,317)    10,006,557

Less:
  Excess depreciation deducted for income tax purposes                         3,388,328         34,559      3,422,887

  Insurance premiums deducted for income tax purposes

  Rent concessions not recognized for income tax purposes                         41,719            422         42,141
                                                                            ------------   ------------   ------------

Balance (deficit) per tax return                                            $  6,634,827   $    (93,298)  $  6,541,529
                                                                            ============   ============   ============

</TABLE>

                                       30
<PAGE>


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

<TABLE>
<CAPTION>

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

          Column A                           Column B                 Column C                    Column D
          --------                           --------                 --------                    --------

                                                             Initial Cost to Partnership           Costs
                                                         -------------------------------------   Capitalized
                                                                       Buildings                Subsequent to
                                            Encumbrances     Land   and Improvements   Total    Acquisition(1)

<S>                                         <C>          <C>          <C>          <C>          <C>

Oak Grove Commons Office/Warehouse Complex  $ 1,125,002  $   936,122  $ 4,282,447  $ 5,218,569  $   (22,652)(1)
  Downers Grove, Illinois

Leawood Fountain Plaza Office Complex
  (76% undivided interest),                                1,010,047    6,306,150    7,316,197   (1,911,542)(2)
  Leawood, Kansas                           -----------  -----------  -----------  -----------  -----------

          Total                             $ 1,125,002  $ 1,946,169  $10,588,597  $12,534,766  $(1,934,194)
                                            ===========  ===========  ===========  ===========  ===========

                                                             Column E
                                                             --------
                                                      Gross Amount at Which
                                                    Carried at Close of Period
                                             ---------------------------------------
                                                           Buildings
                                                 Land   and Improvements  Total

                                             <C>          <C>          <C>

Oak Grove Commons Office/Warehouse Complex   $   936,122  $ 4,259,795  $ 5,195,917
  Downers Grove, Illinois

Leawood Fountain Plaza Office Complex
  (76% undivided interest),                    1,010,047    4,394,608    5,404,655
  Leawood, Kansas                            -----------  -----------  -----------

          Total                              $ 1,946,169  $ 8,654,403  $10,600,572
                                             ===========  ===========  ===========


                                             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>
Oak Grove Commons Office/Warehouse
  Complex Downers Grove, Illinois           $ 2,300,744   1972, 1976   1/24/84      30 years

Leawood Fountain Plaza Office Complex
  (76% undivided interest),
  Leawood, Kansas                             2,970,634   1982, 1983   2/20/85      30 years
                                            -----------

          Total                             $ 5,271,378
                                            ===========
</TABLE>


(1) Amounts shown are net of assets written-off and the following writedowns:

    Oak Grove Commons Office/Warehouse
      Complex                               $   693,000
    Leawood Fountain Plaza Office Complex     2,389,000

(Continued)

                                       31
<PAGE>


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

<TABLE>
<CAPTION>

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

                                                 1999            1998           1997

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

        Balance at beginning of period       $ 10,547,542   $ 10,393,196   $ 10,251,103

        Add - Cost of improvements                158,139        270,969        231,208

        Less - Cost of disposals                 (105,109)      (116,623)       (89,115)
                                             ------------   ------------   ------------

        Balance at end of period             $ 10,600,572   $ 10,547,542   $ 10,393,196
                                             ============   ============   ============

(B) Reconciliation of amounts in Column F:

        Balance at beginning of period       $  5,010,424   $  4,731,841   $  4,415,352

        Add - Provision during the period         366,063        395,206        405,604

        Less - Depreciation on disposals         (105,109)      (116,623)       (89,115)
                                             ------------   ------------   ------------

        Balance at end of period             $  5,271,378   $  5,010,424   $  4,731,841
                                             ============   ============   ============

(C) The aggregate cost of real estate owned
        for federal income tax purposes      $ 13,682,572   $ 13,629,542   $ 13,475,196
                                             ============   ============   ============


                                                                            (Concluded)
</TABLE>

                                       32