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

Scottsdale Land Trust Limited Partnership
FFCA Management Company, L.P.
17207 North Perimeter Drive
Scottsdale, Arizona 85255

Attn:    Morton H. Fleischer
         General Partner

                              Re:      Annual Portfolio Valuation
                                       Scottsdale Land Trust Limited Partnership

Gentlemen:

         Pursuant  to  your  request,  we have  completed  our  analysis  of the
property contained in the Scottsdale Land Trust Limited Partnership, hereinafter
referred to as "The  Perimeter  Center." The purpose of our analysis is twofold:
first,  to report on the physical  condition of the premises and  determine  the
mortgagor's  requirements  with respect to the terms of the mortgage  agreement;
second,  to estimate the market  value of the  property  subject to the mortgage
agreement  for the  purpose  of  determining  the  value of the fee  simple  and
mortgagee's  interests.  Our opinion of value for the real property will then be
adjusted  for  cash on  hand,  net  receivables  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  property;  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 Scottsdale Land Trust Limited  Partnership was organized to acquire
approximately 261 +/- gross acres of unimproved land in Scottsdale,  Arizona; to
develop roads, water, sewer, drainage,  utility and similar on-site and off-site
improvements;   to  sell  the  property  on  a   parcel-by-parcel   basis  after
construction of the  infrastructure;  and to make a participating first mortgage
loan with Franchise Finance Corporation of America ("FFCA").  The gross proceeds
raised by Scottsdale  Land Trust  Limited  Partnership  amounted to  $50,000,000
(50,000 units at $1,000 per unit).  As of December 31, 1996,  the adjusted gross
proceeds raised were  $46,174,397 or $923.49 per unit. Of this amount,  adjusted
net proceeds invested in the property contained in this partnership  amounted to
$37,693,157 after adjusting for organization  costs and sales  commissions.  The
Partnership was fully invested in November 1988.

         The Perimeter  Center was inspected by the undersigned at various times
during 1995 and 1996. As of the date of our last inspection,  all infrastructure
for the subdivision had been completed including roads, water, sewer,  drainage,
sidewalks,  bike paths and other  infrastructure.  The FFCA office building also
has also been completed and is occupied by FFCA and the Fleischer Museum.

         Our  valuation  addresses  the  market  value  of the  fee  simple  and
mortgagee's  interests in this  property and considers the FFCA mortgage note in
effect.  The vast  majority of the data used for this analysis has been supplied
to us by FFCA Management  Company,  L.P., 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.

         For the purposes of our valuation,  we have determined that the highest
and best use of The Perimeter Center is for  parcel-by-parcel  sale to users who
will construct  Class A office  buildings.  In addition to eventual  office use,
portions of The Perimeter Center may be developed with high quality research and
development  or  light   industrial   buildings   incorporating   warehouse  and
distribution  space.  The Income Approach to value is relied upon as the primary
appraisal
<PAGE>
Cushman & Wakefield, Inc.

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

technique based upon the properties's  capabilities to be bought and sold in the
investment marketplace. In the application of the Income Approach, also known as
a Subdivision  Analysis,  sales of office sites in the Greater  Scottsdale  area
were researched and compared to the subject  property.  As such, we have applied
both the Income  Approach and the Sales  Comparison  Approach to the analysis of
this  property.  The Cost Approach was not considered  directly  relevant in the
analysis of vacant land. Our Subdivision Analysis anticipated future income from
parcel sales and mortgage  interest and repayment  which were  discounted  via a
market-derived  rate to a net present value estimate utilizing a cash flow model
designed by Cushman & Wakefield, Inc.

         Considering  all of the above factors,  it is the  appraisers'  opinion
that the market value of the fee simple and  mortgagee's  interests in the above
mentioned property which comprises Scottsdale Land Trust Limited Partnership, as
of December 31, 1996, was:

                           THIRTY NINE MILLION DOLLARS
                                   $39,000,000

         In addition to the market value of the Perimeter  Center,  cash on hand
and  net  receivables  of  $2,566,494  less  distributions   payable  and  other
liabilities  of  $1,159,364,  as provided by the General  Partner,  results in a
total of $40,407,130.  Dividing the total value by the 50,000  outstanding units
results in an indicated value per unit investment of $808.14 which  represents a
decrease of 12.49 percent below the adjusted unit investment of $923.49.

         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>