Cushman & Wakefield, Inc.                                              CUSHMAN &
51 West 52nd Street                                                WAKEFIELD(R).
New York, NY 10019-6178                                     Improving your place
(212) 841-7500                                                   In the world.

                                               February 6, 1997

Participating Income Properties II, L.P.
Franchise Finance Corporation of America II
Scottsdale Perimeter Center
17207 North Perimeter Drive
Scottsdale, Arizona 85255

Attn:    Morton H. Fleischer
         General Partner

                              Re:      Annual Portfolio Valuation
                                       Participating Income Properties II, L.P.

Gentleman:

         Pursuant to your request,  we have completed our analysis of properties
contained  in  Participating  Income  Properties  II,  L.P.  The  purpose of our
analysis is twofold:  to report on the  physical  condition  of the premises and
determine the lessee's compliance with the terms of the net lease agreement; and
to estimate the market value of the various  properties on a going concern basis
subject to existing lease  encumbrances for the purpose of determining the value
of the leased fee interest.  The valuation  includes  equipment lease income for
most of the  properties.  Our opinion of value for the real properties will then
be adjusted for cash on hand, net receivables,  distributions  payable and other
liabilities,  which information is provided by the General Partner. It should be
noted that Cushman &  Wakefield's  opinion is  restricted to the market value of
the Partnership's interest in the real properties;  we are not opining as to the
value of the other assets or liabilities of the  Partnership.  Furthermore,  our
opinion is subject to the attached  Certification  and  Assumptions and Limiting
Conditions which have been retained in our files. The date of value was December
31, 1996.

         According to the  Dictionary of Real Estate  Appraisal,  Third Edition,
published by the Appraisal Institute, market value may be defined as:

         "The most probable  price, as of a specified date, in cash, or in terms
equivalent to cash, or in other precisely revealed terms for which the specified
property rights should sell after  reasonable  exposure in a competitive  market
under all  conditions  requisite to a fair sale,  with the buyer and seller each
acting  prudently,  knowledgeably,  and for  self-interest,  and  assuming  that
neither is under undue duress."

         The real  properties  that are the subject of this  valuation have been
inspected by members of Cushman & Wakefield's  Valuation Advisory Services Group
operating under the supervision of the undersigned. Overall, the properties were
viewed to be in good physical condition and generally in compliance with the net
lease requirements.  Individual property data relating to our reinspections will
be delivered to you under separate cover and is part of our valuation.

         Our valuation  addresses the market value of the leased fee interest in
these  properties  as a going  concern and  considers  the various net leases in
effect.  The vast  majority of the data used for this analysis has been supplied
to us by Franchise  Finance  Corporation  of America II, and we have relied upon
their database input , various reports and financial statements. We have visited
their  offices in  Scottsdale,  Arizona and have had complete  and  unrestricted
access to all pertinent information, and have assumed all such information to be
accurate  and  complete.   We  have  verified  certain  data  and  resolved  any
discrepancies by reconciling to Cushman & Wakefield's  database.  The individual
property-by-property  database  and cash flow  projections  have been  delivered
under separate cover and are a part of our valuation.

         For the purposes of our valuation,  we have determined that the highest
and best use of the real properties is their continued use as travel plazas. The
Income Approach to the value is relied upon as the primary  appraisal  technique
based upon the properties'  capabilities to generate net income and to be bought
and sold in the investment marketplace.  Neither the Cost Approach nor the Sales
Comparison Approach were considered directly
<PAGE>
Cushman & Wakefield, Inc.

Mr. Morton H. Fleischer
General Partner                      -2-                        February 6, 1997

relevant  in the  analysis of a travel  plaza under long term lease.  Within the
Income  Approach,  the  discounted  cash  flow  method  was  employed,   whereby
anticipated  future  income  streams  over  a  10  year  holding  period  and  a
reversionary  value  (sale at the end of the tenth  year) are  discounted  via a
market derived rate to a net present value estimate utilizing a proprietary cash
flow model.  Anticipated rental income as well as deductions for management fees
and administrative expenses are analyzed over the holding period.  Consideration
has also been given to direct capitalization of estimated 1997 net income.

         Participating  Income  Properties  II, L.P.  contains  13 travel  plaza
properties  that are net leased to CFJ  Properties  that operate Flying J Travel
Plazas.  Gross  proceeds  originally  raised  by this  Partnership  amounted  to
$82,834,000  (82,834  units @ $1,000 per unit).  As of  December  31,  1996,  no
capital was returned to the partners,  maintaining  the adjusted  gross proceeds
raised  $82,834,000  or $1,000 per unit.  Of this amount,  adjusted net proceeds
invested in the properties contained in this Partnership amounted to $70,983,068
after adjusting for organization  costs and sales  commissions.  The Partnership
was fully invested as of June 1991.

         Considering all of the above factors, it is our opinion that the market
value of the leased fee interest in the 13  properties  an a going concern basis
subject to existing lease encumbrances, as of December 31, 1996 was:

               EIGHTY MILLION FOUR HUNDRED SIXTY THOUSAND DOLLARS
                                   $80,460,000

         The  aggregate  market  value  of the  leased  fee  interest  in the 13
properties is  $80,460,000  as adjusted by cash on hand and net  receivables  of
$3,963,885,  less  distributions  payable and other liabilities of $3,034,654 as
provided by the General Partner resulting in a total of $81,389,231.  This total
as of December 31, 1996 represents an 14.66 percent  increase above the adjusted
net proceeds.  Dividing the total value by the 82,834  outstanding units results
in an indicated value per unit investment of $982.56 which represents a decrease
of 1.74 percent from the adjusted unit investment of $1,000.

         The continued favorable performance of the Partnership, in our opinion,
is  directly  attributable  to  the  quality  of  management  and  the  numerous
safeguards built into the acquisition and management program.  Our due diligence
has  revealed  that when  problems  arise,  management  has acted  prudently  in
avoiding  defaults  and  delinquent  rent  payments,  working  effectively  with
franchisees and franchisors.  Our investigation reveals that in cases of default
the management has acted judiciously to correct the problem.

         We certify that neither  Cushman & Wakefield,  Inc. nor the undersigned
have any present or prospective interest in the Partnership's properties, and we
have no personal interest or bias with respect to the parties  involved.  To the
best of our  knowledge  and  belief,  the  facts  upon  which the  analysis  and
conclusions  were based are materially  true and correct.  No one other than the
undersigned  assisted by members of our staff who performed  inspections  of the
properties,  performed the analyses and reached the conclusions resulting in the
opinion expressed in this letter. Our fee for this assignment was not contingent
on any action or event resulting from the analysis,  opinions or conclusions in,
or the use of, this  analysis.  Our  analysis has been  prepared  subject to the
Departure  Provision of the Uniform  Standards of  Professional  Practice of the
Appraisal  Foundation and the Code of  Professional  Ethics and the Standards of
Professional  Appraisal  Practice of the  Appraisal  Institute.  The use of this
report is subject to the  requirements  of the Appraisal  Institute  relating to
review by its duly  authorized  representatives.  As of the date of this report,
the  undersigned  have completed the  requirements  of the continuing  education
program of the Appraisal Institute.

Respectfully submitted;

CUSHMAN & WAKEFIELD, INC.

<TABLE>

<S>                                     <C>                                    <C>   
/s/ Matthew C. Mondanile                 /s/ Brian R. Corcoran                  /s/ Frank P. Liantonio
Matthew C. Mondanile, MAI                Brian R. Corcoran, MAI, CRE            Frank P. Liantonio, MAI, CRE
Senior Director                          Executive Managing Director            Executive Managing Director
Valuation Advisory Services              Valuation Advisory Services            Valuation Advisory Services
</TABLE>