WALNUT-PIXLEY, L.P.









                                TABLE OF CONTENTS


                                                                         PAGE

INDEPENDENT AUDITOR'S REPORT                                               1

FINANCIAL STATEMENTS

         BALANCE SHEETS                                                    2-3

         STATEMENTS OF OPERATIONS                                          4-5

         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL                        6

         STATEMENTS OF CASH FLOWS                                          7

NOTES TO FINANCIAL STATEMENTS                                              8-14














<PAGE>










                            FLIESHER AND DISHMAN LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                      770 THE CITY DRIVE SOUTH, SUITE 3100
                            ORANGE, CALIFORNIA 92868
                            ------------------------

                      TEL (714) 663-1040 FAX (714) 740-0065



                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



To The Partners of Walnut-Pixley, L.P.
Orange, California


We have  audited  the  accompanying  balance  sheets of  Walnut-Pixley,  L.P. (a
California  limited  partnership)  as of  December  31,  2002 and 2001,  and the
related  statements of operations,  changes in partners'  capital and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's   general  partner  and  contracted   management  agent.  Our
responsibility  is to express an opinion on these financial  statements 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 partner and contracted
management  agent,  as  well  as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Walnut-Pixley, L.P. at December
31, 2002 and 2001, and its results of operations,  changes in partners'  capital
and cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.






January 25, 2003





<PAGE>





                               WALNUT-PIXLEY, L.P.
                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001


                                     ASSETS
                                     ------

<TABLE>
<CAPTION>

                                                                                                   2002              2001
                                                                                                   ----              ----
INVESTMENT IN RENTAL PROPERTY
-----------------------------
<S>                                                                                       <C>                <C>
  Land                                                                                    $     689,540      $     689,540
  Land Improvements                                                                             166,776            166,776
  Buildings                                                                                   1,860,158          1,860,158
  Furniture and appliances                                                                       51,234             51,234
                                                                                        ---------------    ---------------
                                                                                              2,767,708          2,767,708
  Less accumulated depreciation                                                                (631,820)          (576,581)
                                                                                         --------------     --------------

                                                                                              2,135,888          2,191,127
                                                                                          -------------      -------------

OTHER ASSETS
------------
  Cash                                                                                           77,952             70,832
  Reserve funds for operations and replacements                                                  83,946             80,249
  Tenant security deposits                                                                        8,301              8,192
  Receivable - laundry                                                                               60                 35
  Prepaid expenses                                                                                1,812              1,522
  Deposit - utilities                                                                               386                386
  Loan fees, less accumulated amortization of $3,842
            and $3,390, respectively                                                              9,713             10,165
                                                                                       ----------------    ---------------
                                                                                                182,170            171,381
                                                                                         --------------     --------------




            TOTAL ASSETS                                                                    $ 2,318,058        $ 2,362,508
                                                                                            ===========        ===========
</TABLE>


                             See accompanying notes.
                                      - 2 -
<PAGE>


                               WALNUT-PIXLEY, L.P.
                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001


                        LIABILITIES AND PARTNERS' CAPITAL
                        ---------------------------------
<TABLE>
<CAPTION>



                                                                                                   2002                 2001
                                                                                                   ----                 ----
LIABILITIES
-----------
<S>                                                                                       <C>                <C>
  Accounts payable and accrued expenses                                                   $       8,359      $      10,436
  Accrued interest                                                                               62,597             62,671
  Accrued management fee                                                                            956                881
  Tenant security deposits payable                                                                8,266              8,064
  Notes payable                                                                               1,674,760          1,692,906
                                                                                            -----------        -----------


            TOTAL LIABILITIES                                                                 1,754,938          1,774,958
                                                                                            -----------        -----------


PARTNERS' CAPITAL                                                                               563,120            587,550
                                                                                           ------------       ------------










            TOTAL LIABILITIES AND PARTNERS' CAPITAL                                         $ 2,318,058        $ 2,362,508
                                                                                            ===========        ===========
</TABLE>














                             See accompanying notes.
                                      - 3 -
<PAGE>

                               WALNUT-PIXLEY, L.P.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>





                                                                                                   2002               2001
                                                                                                   ----               ----
INCOME
------
<S>                                                                                      <C>                <C>
  Total gross potential rents                                                            $      160,906     $      150,526
  Less vacancy loss                                                                                (347)              (674)
                                                                                     ------------------  -----------------
                                                                                                160,559            149,852
Other Income
     Interest income                                                                              1,827              3,865
     Laundry income                                                                               1,128              1,026
     Damages, cleaning fees, late charges                                                           408                134
                                                                                      -----------------  -----------------

            TOTAL INCOME                                                                        163,922            154,877
                                                                                         --------------     --------------

ADMINISTRATIVE
--------------
  Renting expenses                                                                                1,194              1,089
  Office expenses                                                                                 1,278              1,887
  Management fee                                                                                 11,239             10,489
  Accounting services                                                                             1,450              1,450
  Audit fee                                                                                       4,500              4,500
  Telephone                                                                                         650                722
  Computer charges                                                                                  307                345
  Bad debt expense                                                                                    -                 14
                                                                                     ------------------  -----------------

            TOTAL ADMINISTRATIVE                                                                 20,618             20,496
                                                                                         --------------     --------------

UTILITIES
---------
  Electricity                                                                                     3,114              3,163
  Water/sewage                                                                                    3,564              3,924
  Gas                                                                                               858              1,165
                                                                                       ----------------    ---------------

            TOTAL UTILITIES                                                                       7,536              8,252
                                                                                        ---------------    ---------------
</TABLE>












                             See accompanying notes.
                                      - 4 -
<PAGE>

                               WALNUT-PIXLEY, L.P.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (continued)

<TABLE>
<CAPTION>

                                                                                                   2002               2001
                                                                                                   ----               ----
OPERATING AND MAINTENANCE
-------------------------
<S>                                                                                     <C>                <C>
  Janitorial and supplies                                                               $         1,584    $         1,543
  Contract maintenance and repairs                                                               12,181             17,475
  Grounds contract and supplies                                                                   5,212              4,623
  Fire sprinkler monitoring service                                                                 638                618
  Payroll taxes and worker's comp                                                                   349                287
  Trash removal                                                                                   2,528              2,077
                                                                                        ---------------    ---------------

            TOTAL OPERATING AND MAINTENANCE                                                      22,492             26,623
                                                                                         --------------     --------------

INSURANCE AND TAXES
-------------------
  Property and comprehensive insurance                                                            3,377              3,073
  Property taxes                                                                                    987                932
  California franchise tax                                                                          800                800
                                                                                        ---------------   ----------------

            TOTAL INSURANCE AND TAXES                                                             5,164              4,805
                                                                                         --------------    ---------------

            TOTAL OPERATING EXPENSES                                                             55,810             60,176
                                                                                          -------------     --------------

            NET OPERATING INCOME                                                                108,112             94,701
                                                                                           ------------     --------------

OTHER EXPENSES
--------------
  Interest                                                                                       76,851             77,716
  Amortization                                                                                      452                452
  Depreciation                                                                                   55,239             58,114
                                                                                         --------------     --------------

            TOTAL OTHER EXPENSES                                                                132,542            136,282
                                                                                          -------------      -------------

            NET LOSS                                                                      $     (24,430)     $     (41,581)
                                                                                          =============      =============
</TABLE>













                             See accompanying notes.
                                      - 5 -
<PAGE>

                               WALNUT-PIXLEY, L.P.
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>



                                                     Limited           General
                                                      Partner          Partner                   Total
                                                    -------------------------------------------------------------


<S>                                                  <C>                       <C>                  <C>
  Balance, January 1, 2001                           $    622,815              $    6,316           $    629,131

  Net Loss 2001                                           (41,165)                   (416)               (41,581)
                                                    -------------------------------------------------------------

  Balance, December 31, 2001                              581,650                   5,900                587,550

  Net Loss 2002                                           (24,186)                   (244)               (24,430)
                                                    -------------------------------------------------------------

  Balance, December 31, 2002                         $    557,464              $    5,656           $    563,120
                                                     ============================================================

  Partnership percentage                                    99.00%                   1.00%                   100%
</TABLE>





























                             See accompanying notes.
                                      - 6 -
<PAGE>

                               WALNUT-PIXLEY, L.P.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>




                                                                                                  2002                2001
                                                                                                  ----                ----

OPERATING ACTIVITIES
--------------------
<S>                                                                                        <C>                <C>
  Net loss                                                                                 $    (24,430)      $    (41,581)
  Adjustment to reconcile net loss to net cash provided
  by operating activities:
     Depreciation and amortization                                                               55,691             58,566
     Decrease (Increase) in:
        Accounts receivable                                                                         (25)                (6)
        Prepaid expense                                                                            (290)                29
     Increase (Decrease) in:
        Accounts payable and accrued expenses                                                    (2,002)             2,876
        Accrued interest payable                                                                    (74)               (69)
        Tenant security deposit payable, net                                                         93                (80)
                                                                                           -------------      ------------

         NET CASH PROVIDED BY OPERATING ACTIVITIES                                               28,963             19,735
                                                                                           -------------      ------------

INVESTING ACTIVITIES
--------------------
     Deposits to reserve and interest earned                                                     (6,497)            (6,644)
     Withdrawals from reserve for replacements                                                    2,800              4,767
     Addition to building improvements                                                                -             (1,977)
                                                                                           -------------      ------------

         NET CASH USED IN INVESTING ACTIVITIES                                                   (3,697)            (3,854)
                                                                                           -------------      ------------

FINANCING ACTIVITIES
--------------------
     Principal payments on debt                                                                 (18,146)           (17,286)
                                                                                           -------------      ------------

             NET CASH USED IN FINANCING ACTIVITIES                                              (18,146)           (17,286)
                                                                                           -------------      ------------

NET INCREASE AND DECREASE IN CASH                                                                 7,120             (1,405)

CASH - AT BEGINNING OF YEAR                                                                      70,832             72,237
                                                                                           -------------      ------------

CASH - AT END OF YEAR                                                                      $     77,952       $     70,832
                                                                                           =============      ============



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest                                                     $     76,925       $     77,785
                                                                                           ============       ============
</TABLE>




                             See accompanying notes.
                                      - 7 -
<PAGE>


                               WALNUT-PIXLEY, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


  NOTE 1 -    ORGANIZATION
              ------------

              Walnut-Pixley,  L.P.  (the  "Partnership"),  a California  Limited
              Partnership,  was  formed in  November  of 1992 to  construct  and
              operate two  apartment  projects,  in Orange,  California.  Walnut
              Courts is a 7-unit  complex for families of 3 or more;  and Pixley
              Arms is a 15-unit  complex for senior  citizens'  age 62 or older.
              The Projects are rented to low-income tenants and is operated in a
              manner  necessary  to qualify for Federal  Low-Income  Housing Tax
              Credits as  provided  for in Section  42 of the  Internal  Revenue
              Code.

              The general partner of the partnership is  Walnut-Pixley,  Inc., a
              California  Nonprofit  Corporation  and the limited partner is WNC
              California   Housing  Tax  Credits  L.P.,  a  California   Limited
              Partnership.

  NOTE 2 -    SUMMARY OF ACCOUNTING POLICIES
              ------------------------------

              A summary of the  partnership's  significant  accounting  policies
              applied  in  the   preparation  of  the   accompanying   financial
              statements are as follows:

              METHOD OF ACCOUNTING

              The accrual  method of  accounting is used;  this method  reflects
              revenue when earned,  which may be prior to receipt,  and expenses
              as incurred, which may be prior to payment. Rental income reflects
              the gross  potential rent that may be earned.  Vacancies are shown
              separately as a reduction in rental income.

              DESCRIPTION OF LEASING ARRANGEMENT

              The partnership leases affordable housing to tenants of low-income
              under  noncancelable  operating leases with an initial term of six
              months.  After the  initial  lease  term,  the  agreement  is on a
              month-to-month  basis.  Certain  tenants  receive  assistance from
              Orange   County   Housing   Authority  in  meeting   their  rental
              obligation.

              SK Management  Company,  LLC, has been  contracted  with to verify
              tenant   eligibility,    maintain   records   and   issue   annual
              recertifications.  A report of compliance is submitted annually to
              the general partner and Orange Housing Redevelopment Agency.

              TENANT RENT RECEIVABLE

              It  is  the  practice  of  the  Walnut-Pixley,  L.P.,  to  expense
              uncollectibles  only after  exhausting  all efforts to collect the
              amounts  due.  No  allowance  for  doubtful  accounts  is used and
              management believes all amounts will be collected in full.






                                      - 8 -
<PAGE>

                               WALNUT-PIXLEY, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001




NOTE 2 -      SUMMARY OF ACCOUNTING POLICIES (continued)
              ------------------------------------------

              PROPERTY, EQUIPMENT AND DEPRECIATION

              Property and equipment are recorded at cost.  Depreciation expense
              is computed  under the  straight-line  method  over the  estimated
              useful lives of the assets of 12 to 40 years.

              For tax  purposes,  accelerated  methods are used to amortize  the
              cost of furniture, furnishings and equipment over 5 to 7 years and
              land  improvements over 15 years while the building is depreciable
              using the straight-line method over a 27 1/2 year period.

              LOAN FEES

              Costs associated with the placement of the permanent financing are
              capitalized and amortized over the term of the mortgage (30 years)
              using the straight-line method.

              INCOME TAXES

              No provision for income taxes has been included in these financial
              statements, except for the California Franchise Tax of $800, since
              the  Partnership  is a pass-through  entity for tax purposes;  all
              income,  losses,  and credits  are  reported  individually  by the
              partners of the Partnership.

              USE OF ESTIMATES

              The  preparation of financial  statements in conformity  with U.S.
              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 financial statements,  and the reported
              amounts of revenues  and  expenses  during the  reporting  period.
              Actual results could differ from those estimates.















                                      - 9 -
<PAGE>


                               WALNUT-PIXLEY, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>




NOTE 3 -      RECONCILIATION OF FINANCIAL STATEMENTS TO TAX RETURN
              ----------------------------------------------------

              A reconciliation of the financial statement net loss to the income
              tax loss for the period  ended  December  31,  2002 is as follows:
                                                                                                 2002
                                                                                            -----------
<S>                                                                                        <C>

                           Financial statement net loss                                    $   (24,430)

                           Difference between depreciation and amortization
                             recorded for financial statement and tax purposes                 (22,886)
                                                                                            -----------

                           Loss for income tax purposes                                    $   (47,316)
                                                                                            ===========
</TABLE>

NOTE 4 -      LOW-INCOME HOUSING TAX CREDITS (UNAUDITED)
              ------------------------------------------

              Pursuant to a Final  Reservation  letter issued by the  California
              Tax Credit  Allocation  Committee,  the partnership is entitled to
              Federal  Credits  of  $151,848  annually  for  each  of ten  years
              beginning  with  the year in  which  the  building  is  placed  in
              service.  The State Credits of $671,152 awarded by California have
              been fully utilized by the partners.  Recapture of the credits can
              occur  during  the  compliance  period of 15 years.  During  2002,
              $151,848  credits were utilized.  As of December 31, 2002, the tax
              credits taken to date is as follows:

                                  Year            Federal            California
                                  ----            -------            -----------
                                  1994        $   113,886             $  187,251
                                  1995            151,848                 87,251
                                  1996            151,848                187,251
                                  1997            151,848                109,399
                                  1998            151,848                      -
                                  1999            151,848                      -
                                  2000            151,848                      -
                                  2001            151,848                      -
                                  2002            151,848                      -
                                                ------------         -----------

                                               $1,328,670             $  671,152
                                               ==========             ==========









                                     - 10 -
<PAGE>

                              WALNUT-PIXLEY, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 5 -      FUNDED RESERVE
              --------------

              The Partnership is required by the rider to the deed of trust with
              the  California  Federal Bank loan to establish a reserve fund and
              make  monthly  deposits  for  replacement  and  general  operating
              reserves  in the  amount of 3 percent  of  monthly  gross  income.
              Monthly  deposits  may be  discontinued  when  reserves  equal  25
              percent of annual gross income or $38,722.  Accordingly,  the bank
              commitment for the reserves has been satisfied.

              The  partnership  agreement  requires  $6,300  to be set aside for
              replacements, annually.

              The reserve fund activity is summarized below:

                            Balance, January 1, 2002                   $  80,249
                            Interest Income                                  197
                            Additions                                      6,300
                            Withdrawals - Roofing and carpet             (2,800)
                                                                      ----------

                            Balance, December 31, 2002                 $  83,946
                                                                       =========

  NOTE 6 -    ALLOCATION OF PROFITS, LOSSES AND TAX CREDITS
              ---------------------------------------------

              Profits,  losses and tax credits are allocated in accordance  with
              the Partnership Agreement.  Profits and losses from operations and
              losses from  nonrecourse  deductions  and  low-income  housing tax
              credits  in any one year  shall be  allocated  99% to the  Limited
              Partner and 1% to the General  Partner.  All other losses shall be
              allocated,  to the extent  allowable  under section  704(b) of the
              Internal  Revenue Code,  99% to the Limited  Partner and 1% to the
              General Partner.

  NOTE 7 -    CONTINGENCY
              -----------

              The project's low-income housing tax credits are contingent on its
              ability to  maintain  compliance  with  applicable  provisions  of
              Section  42.   Failure  to  maintain   compliance   with  occupant
              eligibility,  and/or unit gross rent, or to correct  noncompliance
              within a  specified  time  period  could  result in  recapture  of
              previously  taken tax credits plus  interest.  In  addition,  such
              potential   noncompliance   may  require  an   adjustment  to  the
              contributed capital of the limited partner.

  NOTE 8 -    RELATED PARTY TRANSACTION
              --------------------------

              The Partnership  purchased the land on the installment  basis from
              Walnut-Pixley, Inc., the general partner, for $681,540. The unpaid
              accrued  interest  balance,  related to this note, at December 31,
              2002, is $59,067.




                                     - 11 -
<PAGE>

                               WALNUT-PIXLEY, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001





  NOTE 9 -    LIMITATIONS ON DISTRIBUTIONS TO PARTNERS
              -----------------------------------------

              The   Regulatory   Agreement   with  TCAC   allows   annual   cash
              distributions  from the  operation of the project,  after  funding
              required  reserves,  equal to the greater of; (1) 8 percent of the
              lesser of the owners capital  contribution  actually paid in or 20
              percent  the  adjusted  basis of the  project  at the close of the
              first year of the credit  period  [lesser of $86,818 or $539,361];
              or (2) the  amount of net cash flow from the units in the  project
              that are not low-income units [zero].

              The Partnership  Agreement specifies  distributions of cash in the
              following order; (1) $2,500 per year to the limited partners,  (2)
              the balance thereof, if any, shall be distributed  annually to the
              general partner.

              The Partnership Agreement also provides for amounts and priorities
              of  distributions  to  partners  upon the  occurrence  of  certain
              specified events such as the sale of the property,  refinancing of
              the mortgage of dissolution of the partnership.

              There was  operating  cash flow for the year  ended  December  31,
              2002,  in the amount of $7,120 of which is payable to the  limited
              partner.
























                                     - 12 -
<PAGE>

                               WALNUT-PIXLEY, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


  NOTE 10 -   NOTES PAYABLE
              -------------
<TABLE>
<CAPTION>

                                                                                                 Total             Current
                                                                                                 Liability         Portion
                                                                                                 ---------         -------
<S>                                                                                        <C>                <C>

              Note payable to California Federal Bank secured by a deed of trust
              dated September 1, 1994, in the original  amount of $475,000.  The
              note is  amortized  over 30 years at a 7.75%  interest  rate.  The
              monthly  payments are $3,402.96.  All other notes are subordinated
              to this note.  Amount other covenants  under this  agreement,  the
              company has given the lender a security  interest in all  personal
              property and  fixtures,  all existing  and future  rents,  and the
              requirement  to  maintain  a fund  for  replacements  and  general
              operating reserves.

              The interest  expense  incurred for 2002 was $33,536 and $2,773 is
              payable at December 31, 2002.                                                $      429,357     $      7,885

              Note payable to Orange Housing  Authority dated December 15, 1992,
              in the original  amount of $325,000.  Interest  shall accrue at 3%
              starting January 1, 1995. Payments of principal and interest shall
              be made in amounts  sufficient to fully  amortize the  outstanding
              balance of  $354,250  over a 25-year  period  starting  January 1,
              1998. The monthly payments are $1,679.90. The note is secured by a
              deed of trust.

              The  interest  expense  incurred  for 2002 was  $9,238 and $757 is
              payable at December 31, 2002.                                                       302,903           11,225

              Unsecured note payable to Walnut-Pixley,  Inc.,  (General Partner)
              dated  December  7,  1992  in the  original  amount  of  $681,540.
              Interest shall accrue at 5 percent starting  December 7, 1992. The
              note is due and  payable  in the  55th  year  from the date of the
              note.

              The interest  expense incurred for 2002 was $34,077 and $59,067 is
              payable at December 31, 2002.                                                       681,540                0
</TABLE>






                                     - 13 -
<PAGE>

                               WALNUT-PIXLEY, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 10 -     NOTES PAYABLE (Continued)
              -------------------------
<TABLE>
<CAPTION>

                                                                                          Total             Current
                                                                                         Liability          Portion
                                                                                         ---------          -------

              Note  payable to Orange  Redevelopment  Agency  dated  December 9,
              1992,  in the  original  amount  of  $317,200.  At  completion  of
              construction,  the Agency released the  partnership  from repaying
              $56,240.  The  resulting  net amount of the note is  $260,960.  No
              interest  shall accrue until the 16th year, at which time interest
              will accrue at 3%  annually.  Payments of  principal  and interest
              shall  be  made  in  amounts  sufficient  to  fully  amortize  the
              outstanding balance over a 10-year period commencing with the 15th
              anniversary  date of the project  placed in service date. The note
              is secured by a deed of trust.

              The interest expense incurred for 2002 was $0 and $0 is payable at
              December 31, 2002.
<S>                                                                                          <C>               <C>


                                                                                                  260,960                0
                                                                                             ------------      -----------
                                                                          TOTAL              $  1,674,760      $    19,110
                                                                                             ============      ===========
</TABLE>

              Principal  payments  required on the notes payable for each of the
              following five years are as follows:
<TABLE>
<CAPTION>

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


                                     Mortgage                OHA           W-P INC.              RDA                Total
                                     --------                ---           --------              ---                -----

                  2003            $      7,885         $  11,225                                              $    19,110
                  2004                   8,519            11,567                                                   20,086
                  2005                   9,203            11,918                                                   21,121
                  2006                   9,942            12,281                                                   22,223
                  2007                  10,740            12,655                                                   23,395
                  Thereafter           383,068           243,257           681,540            260,960         $ 1,568,825
                                                                                                               -----------

                                                                                              TOTAL           $ 1,674,760
                                                                                                               ===========
</TABLE>






                                     - 14 -