Appraisal of HealthSouth Sports Medicine and Rehabilitation Center (Coral Gables, FL) - HealthSouth Corp. and Valuation Counselors Group Inc.


                                AN APPRAISAL OF
                        HEALTHSOUTH SPORTS MEDICINE AND
                             REHABILITATION CENTER
                             CORAL GABLES, FLORIDA

(LOGO)  VALUATION COUNSELORS GROUP, INC.

        340 Interstate North Parkway
        Atlanta, Georgia 30339
        (404) 955-0088
        (Fax) 955-0466



                                        February 7, 1994


HealthSouth Corporation
Two Perimeter Park South
Birmingham, Alabama  35243

Attention:  Mr. Mike Martin, Treasurer

Gentlemen:

In accordance with your request, we are pleased to submit this appraisal report
covering the market value of the professional office building identified as
follows:

             HEALTHSOUTH SPORTS MEDICINE AND REHABILITATION CENTER
                          3280 PONCE DE LEON BOULEVARD
                             CORAL GABLES, FLORIDA

The purpose of this valuation is to estimate the market value of the subject
property's leased fee estate as of September 29, 1993, the effective date of
this report.  The report is to be used for asset valuation purposes.
HealthSouth Corporation is selling nine professional office buildings for the
purpose of establishing a real estate investment trust (REIT).  This valuation
assumes that the prospective REIT is the owner of the property, with
HealthSouth Corporation guaranteeing annual net rental income of $18.00 per
rentable square foot.

This appraisal investigation included visits to the facility, discussions with
the current owners and management of the property, a review of available
financial data, discussions with local brokers and government offices, and
research and analysis of the market.

'Market value' is defined as:

         'The most probable price which a property should bring in a
         competitive and open market under all conditions requisite to a fair
         sale, the buyer and seller each acting prudently and knowledgeably,
         and assuming the price is not affected by undue stimulus.  Implicit in
         this definition is the consummation of a sale as of a specified date
         and the passing of title from seller to buyer under conditions
         whereby:

         o       Buyer and seller are typically motivated;

HealthSouth Corporation
February 7, 1994
Page Two


         o       Both parties are well informed or well advised, and  acting 
                 in what they consider their own best interests;

         o       A reasonable time is allowed for exposure in the open market;

         o       Payment is made in terms of cash in U. S. dollars or in terms 
                 of financial arrangements comparable thereto; and

         o       The price represents the normal consideration for the 
                 property sold unaffected by special or creative financing or 
                 sales concessions granted by anyone associated with the sale.'

         [The Appraisal of Real Estate, p. 21, 10th Ed., published by The
         Appraisal Institute.]

The subject property is a two-story, Class C, rehabilitation clinic containing
14,538 rentable square feet located on a 20,167 square foot land site.  The
facility was originally constructed in 1960, but was totally renovated in 1986
to accommodate a full-service rehabilitation clinic.  The improvement is
located on the southern boundary of the site with an asphalt parking area
located north of the subject.  The building is presently 100 percent utilized
by HealthSouth.

In arriving at the opinion expressed in this report, it is assumed that the
title to the property is free and clear and held under responsible ownership.
The information furnished us by others is believed to be reliable, but no
responsibility for its accuracy is assumed.  The value reported herein is based
upon the integrity of the information provided.

Based upon the procedures, assumptions and conditions outlined in this report,
we estimate the market value of the leased fee interest in the HealthSouth
Sports Medicine and Rehabilitation Center, as of September 29, 1993, to be:

                                   $2,300,000
                                   ==========

We have no responsibility to update our report for events and circumstances
occurring after the date of this report.

Neither the whole, nor any part of this appraisal or any reference thereto may
be included in any document, statement, appraisal or circular without Valuation
Counselors Group, Inc.'s prior written approval of the form and context in
which it appears.

HealthSouth Corporation
February 7, 1994
Page Three


This appraisal report consists of the following:

         o       This letter outlining the services performed;

         o       Certification of the appraiser;

         o       A Statement of Facts and Limiting Conditions;

         o       A Summary of Salient Facts and Conclusions;

         o       A Narrative Section detailing the appraisal of the property; 
                 and

         o       An Exhibit Section containing supplementary data.

A copy of this report and the working papers from which it was prepared will be
kept in our files for eight years.

                                                Respectfully submitted,

                                                VALUATION COUNSELORS GROUP, INC.

                                                /s/ Patrick J. Simers
                                                ---------------------
                                                Patrick J. Simers
                                                Managing Director


                            APPRAISER CERTIFICATION


I, the undersigned, do hereby certify that to the best of our knowledge and
belief:

         The statements of fact contained in this report are true and correct.

         The reported analyses, opinions, and conclusions are limited only by
         the reported assumptions and limiting conditions and are our personal,
         unbiased professional analyses, opinions, and conclusions.

         I have no present or prospective interest in the property that is the
         subject of this report, and have no personal interest or bias with
         respect to the parties involved.

         My compensation is not contingent on an action or event resulting from
         the analyses, opinions, or conclusions in or the use of this report.

         My analyses, opinions, and conclusions were developed, and this report
         has been prepared in conformity with the requirements of the Code of
         Professional Ethics, the Appraisal Institute, American Society of
         Appraisers, and the Uniform Standards of Professional Appraisal
         Practice.

         The use of this report is subject to the requirements of the Appraisal
         Institute and American Society of Appraisers relating to review by its
         duly authorized representatives.

         Patrick J. Simers has made a personal inspection of the property that
         is the subject of this report.

         No other person has provided significant professional assistance to
         the person signing this report.




         /s/ Patrick J. Simers
         ----------------------
         Patrick J. Simers
         Managing Director

                   STATEMENT OF FACTS AND LIMITING CONDITIONS


Valuation Counselors Group, Inc. strives to clearly and accurately disclose the
assumptions and limiting conditions that directly affect an appraisal analysis,
opinion, or conclusion.  To assist the reader in interpreting this report, such
assumptions are set forth as follows:

Appraisals are performed, and written reports are prepared by, or under the
supervision of, members of the Appraisal Institute in accordance with the
Institute's Standard of Professional Practice and Code of Professional Ethics.

Appraisal assignments are accepted with the understanding that there is no
obligation to furnish services after completion of the original assignment.  If
the need for subsequent services related to an appraisal assignment (e.g.,
testimony, updates, conferences, reprint or copy services) is contemplated,
special arrangements acceptable to Valuation Counselors Group, Inc. must be
made in advance.  Valuation Counselors Group, Inc. reserves the right to make
adjustments to the analysis, opinions and conclusions set forth in the report
as we may deem necessary by consideration of additional or more reliable data
that may become available.

No opinion is rendered as to legal fee or property title, which are assumed to
be good and marketable.  Prevailing leases, liens and other encumbrances,
including internal and external environmental conditions and structural
defects, if any, have been disregarded, unless otherwise specifically stated in
the report.  Sketches, maps, photographs, or other graphic aids included in
appraisal reports are intended to assist the reader in ready identification and
visualization of the property and are not intended for technical purposes.

It is assumed that:  no opinion is intended in matters that require legal,
engineering, or other professional advice which has been or will be obtained
from professional sources; the appraisal report will not be used for guidance
in legal or professional matters exclusive of the appraisal and valuation
discipline; there are no concealed or dubious conditions of the subsoil or
subsurface waters including water table and floodplain, unless otherwise noted;
there are no regulations of any government entity to control or restrict the
use of the property unless specifically referred to in the report; and the
property will not operate in violation of any applicable government
regulations, codes, ordinances or statutes.

In the absence of competent technical advice to the contrary, it is assumed
that the property being appraised is not adversely affected by concealed or
unapparent hazards, such as, but not limited to, asbestos, hazardous or
contaminated substances, toxic waste or radioactivity.  The appraiser is not
qualified to detect such substances.

                   STATEMENT OF FACTS AND LIMITING CONDITIONS


No engineering survey has been made by the appraiser.  Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is considered to
exist.

Information furnished by others is presumed to be reliable, and where so
specified in the report, has been verified; however, no responsibility, whether
legal or otherwise, is assumed for its accuracy, and cannot be guaranteed as
being certain.  All facts and data set forth in the report are true and
accurate to the best of Valuation Counselors Group, Inc.'s knowledge and
belief.  No single item of information was completely relied upon to the
exclusion of other information.

It should be specifically noted by any prospective mortgagee that the appraisal
assumes that the property will be competently managed, leased, and maintained
by financially sound owners over the expected period of ownership.  This
appraisal engagement does not entail an evaluation of management's or owner's
effectiveness, nor are we responsible for future marketing efforts and other
management or ownership actions upon which actual results will depend.

No effort has been made to determine the impact of possible energy shortages or
the effect on this project of future federal, state or local legislation,
including any environmental or ecological matters or interpretations thereof.

The date of the appraisal to which the value estimate conclusions apply is set
forth in the letter of transmittal and within the body of the report.  The
value is based on the purchasing power of the United States dollar as of that
date.

Neither the report nor any portions thereof, especially any conclusions as to
value, the identity of the appraiser, or Valuation Counselors Group, Inc.,
shall be disseminated to the public through public relations media, news media,
sales media or any other public means of communications without the prior
written consent and approval of Valuation Counselors Group, Inc.

Unless otherwise noted, Valuation Counselors Group, Inc. assumes that there
will be no changes in tax regulations.

No significant change is assumed in the supply and demand patterns indicated in
the report.  The appraisal assumes market conditions observed as of the current
date of our market research stated in the letter of transmittal.  These market
conditions are believed to be correct; however, the appraisers assume no
liability should market conditions materially change because of unusual or
unforeseen circumstances.

                   STATEMENT OF FACTS AND LIMITING CONDITIONS


The report and the final estimate of value and the prospective financial
analyses included therein are intended solely for the information of the person
or persons to whom they are addressed, solely for the purposes stated and
should not be relied upon for any other purpose.  Any allocation of total price
between land and the improvements as shown is invalidated if used separately or
in conjunction with any other report.

A copy of this report and the working papers from which it was prepared will be
kept in our files for eight years.

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

                                                        
                                                         
GENERAL DATA
                                                                                                                      
Effective Date of Value:                                    September 29, 1993                                        
                                                                                                                      
Last Date of Inspection:                                    October 18, 1993                                          
                                                                                                                      
Property Identification:                                    HealthSouth Sports Medicine and Rehabilitation Center     
                                                                                                                      
Property Location:                                          3280 Ponce de Leon Boulevard                              
                                                            Coral Gables, Florida                                     
                                                                                                                      
Interest Appraised:                                         Leased Fee Estate                                         
                                                                                                                      
Gross Building Area:                                        14,538 square feet                                        
                                                                                                                      
Net Rentable Area:                                          14,538 square feet                                        
                                                                                                                      
Subject Land Size:                                          0.46 acres, or 20,167 square feet                         
                                                            
Improvements Description:                                   Two-story, Class C structure, rehabilitation clinic, containing 14,538
                                                            square feet.  Originally constructed in 1960 with a total renovation in
                                                            1986.

Occupancy Percentage:                                       100%


CONCLUSIONS

Cost Approach:                                              $2,060,000

Direct Sales Comparison Approach:                           N/A

Income Approach:                                            $2,365,000

Final Value Estimate:                                       $2,300,000
                                                            ==========


                               TABLE OF CONTENTS



                                                                  Page
Transmittal Letter
Appraiser Certification
Statement of Facts and Limiting Conditions
Summary of Salient Facts and Conclusions

INTRODUCTION                                                       1
     Property Identification                                       1
     Purpose and Effective Date of the Appraisal                   1
     Function of the Appraisal                                     1
     Scope of the Appraisal                                        1
     Property Rights Appraised                                     2
     Definition of Value                                           2
     History of the Property                                       3
     History and Nature of the Business Environment                3

DESCRIPTIVE DATA                                                   6
     Regional Data                                                 6
     Neighborhood Analysis                                        11
     Zoning                                                       11
     Real Estate Taxes and Assessments                            12
     Site Analysis                                                13
     Building and Site Improvements                               14

HIGHEST AND BEST USE                                              16

VALUATION SECTION                                                 20
     Valuation Methodology                                        20
     Cost Approach                                                22
     Income Approach                                              33

CORRELATION AND CONCLUSION                                        36

                               TABLE OF CONTENTS



EXHIBIT SECTION

Exhibit A    -    Professional Qualifications
Exhibit B    -    Legal Description
Exhibit C    -    Metropolitan Area Map
Exhibit D    -    Neighborhood Map
Exhibit E    -    Tax Plat Map
Exhibit F    -    Land Sale Location Map
Exhibit G    -    Building Floor Plans
Exhibit H    -    Building Description
Exhibit I    -    Land Improvements Description
Exhibit J    -    Estimation of Annual Rental Value
Exhibit K    -    Office Building Comparables
Exhibit L    -    Subject Photographs
Exhibit M    -    Curvilinear Depreciation Chart

                                  INTRODUCTION


PROPERTY IDENTIFICATION

The subject of this appraisal is the HealthSouth Sports Medicine and
Rehabilitation Center located at 3280 Ponce de Leon Boulevard, Coral Gables,
Florida.  The building is a two-story, Class C, building which is presently
designed as a physical therapy clinic.  The building was originally constructed
in 1960 with a complete renovation in 1986.  The building is located on a
20,167 square foot land site with adequate parking located adjacent to the
subject building.  The building is presently 100 percent utilized and occupied
by HealthSouth.


PURPOSE AND EFFECTIVE DATE OF THE APPRAISAL

The purpose of this appraisal is to estimate the market value of the real
property identified above.  The effective date of valuation is September 29,
1993.  The date of our last site inspection was October 18, 1993.


FUNCTION OF THE APPRAISAL

The report is to be used for internal financial valuation purposes.  The owners
are considering the sale of nine professional office buildings for the purpose
of establishing a real estate investment trust (REIT).


SCOPE OF THE APPRAISAL

This appraisal engagement includes all three of the standard valuation
approaches and is in conformity with the requirements of the Code of
Professional Ethics and Standards of Professional Practice of the Appraisal
Institute and Society of Real Estate Appraisers.  The scope of our assignment
included collecting, verifying and analyzing market and property data
applicable to the three approaches and consistent with the property's highest
and best use.  The results of the three approaches are then reconciled into a





                                      -1-

final value conclusion considering the relevancy and quality of data presented
in each of the approaches.


PROPERTY RIGHTS APPRAISED

The property right appraised herein is the Leased Fee Estate.

'Leased Fee Estate' is:

         'an ownership held by the landlord with the right of use and occupancy
         conveyed by lease to others; the rights of lessor (the leased fee
         owner) and leased fee are specified by contract terms contained within
         the lease.'

         [The Appraisal of Real Estate, p. 123, 10th Ed., published by The
         Appraisal Institute.]


DEFINITION OF VALUE

For the purpose of this valuation, 'market value' is defined as follows:

         'The most probable price which a property should bring in a
         competitive and open market under all conditions requisite to a fair
         sale, the buyer and seller each acting prudently and knowledgeably,
         and assuming the price is not affected by undue stimulus.  Implicit in
         this definition is the consummation of a sale as of a specified date
         and the passing of title from seller to buyer under conditions
         whereby:

         o    Buyer and seller are typically motivated;

         o    Both parties are well informed or well advised, and  acting in 
              what they consider their own best interests;

         o    A reasonable time is allowed for exposure in the open market;

         o    Payment is made in terms of cash in U.S. dollars or in terms of 
              financial arrangements comparable thereto; and

         o    The price represents the normal consideration for the property 
              sold unaffected by special or creative financing or sales 
              concessions granted by anyone associated with the sale.'

         [The Appraisal of Real Estate, p. 21, 10th Ed., published by The
         Appraisal Institute.]





                                      -2-

HISTORY OF THE PROPERTY

The subject professional building was reportedly constructed in 1960.  In March
of 1985 the facility was purchased by Raul I. Lopez and Ray Lopez for
$1,500,000 and totally renovated to accommodate a rehabilitation center.  The
cost of the renovation in 1986 approximated $500,000.  In May of 1986 the
landlord leased the facility to the Miami Rehabilitation Institute at an annual
rental rate of $15.00 per square foot adjusted for refinancing terms through
the life of the lease.  The lease term was structured for an original lease
term of five years with two identical option periods.  HealthSouth subsequently
bought out the tenant and purchased the facility in July 1992 for $2,600,000.
This is recorded in Deed Book 15587, Page 0901, in Dade County, Florida.

The subject building has reportedly not been marketed for sale and is not
currently under an agreement of sale.  No other deed transfers were noted in
the last three years.  A title search is recommended for official
determination.


HISTORY AND NATURE OF THE BUSINESS ENVIRONMENT

United States Economic Performance and Outlook

The value of the business enterprise value is influenced by potential returns
available from alternative investments.  These return expectations are affected
by economic conditions as they impact the ability of a business enterprise to
generate a return on its invested capital.  Perhaps the most important economic
indicator affecting potential investor returns is the aggregate demand for
goods and services.  Aggregate demand is measured by a country's Gross Domestic
Product (GDP), which is the sum of all domestic expenditures for consumption,
government services, and net exports.

As of the valuation date, the United States economy is currently mired in a
period of slow economic growth.  Gross Domestic Product (GDP) increased at a
2.1 percent annual rate during 1992 after declining (1.2%) during 1991.  The
GDP was 0.7 percent and 1.6 percent, respectively, for the first and second
quarters of 1993, or an annualized rate of 1.1 percent.

The components of GDP indicate that the economic recovery is affecting many
sectors of the economy.  Personal consumption expenditures, which account for
approximately





                                      -3-

two-thirds of GDP, rose only 1.3 percent during the first half of 1993.
Non-residential Fixed Investment advanced 2.2 percent and Residential Fixed
Investment grew 1.7 percent.  Federal Government Purchases declined (0.6%) over
the same period.  Federal Government Purchases account for 7.2 percent of the
total GDP, and this decline is limited to the rate of overall GDP growth.

The value of the business enterprise value is also affected by the current and
expected levels of inflation and interest rates.  Inflation creates uncertainty
in the mind of investors as they attempt to estimate future investment returns.
This uncertainty is incorporated into both the required return on equity and
debt capital.

The economic downturn has resulted in sharply lower inflation.  The Consumer
Price Index (CPI) ended 1992 with a 3.0 percent increase compared to a 4.2
percent increase during 1991.  The CPI for 1993 is currently estimated at 3.3
percent.  The GDP Deflator, a much broader price level index, ended 1992 with a
2.6 percent annual increase compared to a 4.0 percent increase during 1991.
The GDP Deflator is currently estimated at 2.5 percent for 1993.

The Federal Reserve Bank has adopted a relatively easier monetary policy as a
result of the recession.  Interest rates, as represented by long-term Treasury
bond yields, declined approximately ten basis points compared to rates existing
a year earlier.  Long-term  corporate bond rates have also decreased and the
Federal Reserve's discount rate reductions have prompted commercial banks to
lower their prime lending rate to 6.0 percent.  Selected monetary statistics
are presented in the following table.


                     INTEREST RATES AND SELECTED STATISTICS



                                                        JUNE 30, 1993           JANUARY 2, 1992              

                                                                                                    
        Federal Fund Rate                                   3.0%                      3.9%                   
        90-Day Treasury Bill Rate                           3.1%                      3.9%                   
        30-Year Treasury Bond                               6.9%                      7.5%                   
        Aaa Bond Yield                                      7.4%                      8.2%                   
        Prime Rate                                          6.0%                      6.5%                   
            





                                      -4-

Economic Outlook

According to Value Line's Quarterly Economic Review, dated June 30, 1993, the
economic recovery is now two years old, but shows much slower growth than
normal for a mature recovery.  Among factors cited by Value Line for
contributing to the slow growth are 'high debt, stagnant personal income, low
consumer confidence and a troubling unemployment rate'.  Value Line's Quarterly
Economic Review identified the following estimates for selected economic
statistics from 1993 to 1995.




                                                             1993           1994           1995                  

                                                                                                     
      Real GDP                                               2.7%           3.2%           3.3%                  
      Personal Consumption Expenditures                      2.8%           2.7%           2.5%                  
      Federal Government Purchases                          (5.2%)         (3.0%)         (4.0%)                 
      30-Year Treasury Bond Yields                           7.1%           7.2%           7.2%                  
      Prime Rate                                             6.0%           6.3%           6.7%                  
      Consumer Price Index                                   3.5%           3.5%           3.6%                  
         





                                      -5-

                                DESCRIPTIVE DATA

REGIONAL DATA

Coral Gables is located on the southwest border of Miami in Dade County,
Florida.  The area is generally known for its fine residential areas,
educational facilities, its quality of life, and is one of the nation's leading
locations for multi-national corporate headquarters.

Trends in population, housing, employment and income are contributing social
and economic forces that impact property values.  Each of these elements is
discussed separately.

POPULATION

The Dade County region encompasses 26 municipalities with an estimated 1992
population of 1,982,901.  This figure represents a growth estimate of
approximately 22 percent over 1980 levels.  The subject facility is located in
the fifth largest municipality in the county and presently has an estimated
population of 40,700.  It is anticipated by the year 2000 that the population
will continue to expand in the county to an estimate of 2,201,836 with
individual communities in the region sharing in this growth.

The median age of the population in the Coral Gables community is estimated at
36.9 years with 15 percent of the population represented at under 15 years of
age and 17 percent of the population represented above 65 years of age.  This
compares to an overall median age of 34.2 for the county with 24 percent of the
population represented at under age 15 and 14 percent of the population over
the age of 65.  This would tend to indicate that the Coral Gables region is
occupied by families with members older than the average in the county.

The racial and ethnic distribution of members in the Coral Gables community is
estimated at 93.0 percent white, 3.4 percent black, 3.5 percent of other races.
It is estimated that the hispanic community in Coral Gables is represented as
41.9 percent of the overall population.  These figures would tend to indicate
that the Coral Gables community is slightly less ethnically diversified in
comparison to the Dade County region which is 72.9 percent white, 20.6 percent
black, and 6.5 percent other with the hispanic population represented at 49.2
percent.





                                      -6-

   
 


                            POPULATION GROWTH BY MUNICIPALITY
                                                               
          
          
                                   1980                  1992*                   %                                   
                                POPULATION             POPULATION              GROWTH                                 

                                                                                                          
  DADE COUNTY                   1,625,509              1,982,901                22.0                                  
  Miami                           346,865                359,973                 3.8                                  
  Hialeah                         145,254                195,579                34.6                                  
  Miami Beach                      96,298                 93,461                -2.9                                  
  North Miami                      42,566                 50,090                17.7                                  
  Coral Gables                     43,241                 40,700                -5.9                                  
  North Miami Beach                36,553                 35,268                -3.5                                  
  Homestead                        20,668                 27,087                31.1                                  
  Opa-Locka                        14,460                 15,255                 5.5                                  
  Sweetwater                        8,251                 14,096                70.8                                  
  Miami Springs                    12,350                 13,230                 7.1                                  
  South Miami                      10,944                 10,459                -4.4                                  
  Miami Shores                      9,244                 10,097                 9.2                                  
  Hialeah Gardens                   2,700                  9,259               242.9                                  
  Key Biscayne**                     -                     8,897                 N/A                                   
  Florida City                      6,174                  6,067                -1.7                                  
  West Miami                        6,076                  5,712                -6.0                                  
  North Bay Village                 4,920                  5,550                12.8                                  
  Bay Harbor Islands                4,869                  4,721                -3.0                                  
  Surfside                          3,763                  4,204                11.7                                  
  Biscayne Park                     3,088                  3,081                -0.2                                  
  Bal Harbor                        2,973                  3,033                 2.0                                  
  El Portal                         2,055                  2,461                19.8                                  
  Virginia Gardens                  2,098                  2,199                 4.8                                  
  Medley                              537                    821                52.9                                  
  Golden Beach                        612                    805                31.5                                  
  Indian Creek Village                103                     44               -57.3                                  
  Islandia                             12                     13                 8.3                                  
  Unincorporated Dade             799,053              1,060,739                32.7                                  


 * Population estimates, subject to revision. 
** Key Biscayne incorporated in June 1991.

SOURCE: Dade County Planning Department, and Bureau of Economic Research.
                                                                              




                                      -7-

                                TABLE 2


                              DADE COUNTY
                            POPULATION GROWTH
                               1950-2000

               YEAR            POPULATION             GROWTH                  
               1950              495,100                -                     
               1955              709,800               43%                    
               1960              935,000               32%                    
               1965            1,097,200               17%                    
               1970            1,267,800               16%                    
               1975            1,452,000               15%                    
               1980            1,625,800               12%                    
               1985            1,775,000                9%                    
               1990            1,937,094                9%                    
               1991*           1,961,694                1%                    
               1992*           1,982,901                1%                    
               1995**          2,083,555                5%                    
               2000**          2,201,836                6%                    

  *Estimate of population, subject to revision.

  **Projection of population, which is subject to annual adjustment.

SOURCE: Dade County Planning Department; Bureau of Economic and Business
Research, and U.S. Dept. of Commerce





                                      -8-

HOUSING

The growth of the region's population has helped to foster a steady residential
market.  The total household units have increased over the past four decades
from 348,946 in 1960 to 771,288 in 1990.  This represents an overall increase
of 121 percent over the period and annual compound rate of growth of 2.0
percent.  The Dade County real estate market reached its peak in 1980 with over
50,145 residences sold.  This figure has dipped and climbed over the past
decade, but has generally declined with 36,521 sales reported in 1992.  Average
home prices in the region have generally increased though, indicating that the
area has generally been built-out and that demand in the area remains strong.
From 1980 through 1992 the average single-family residential home price
increased 58.3 percent.  The average condominium residence increased 94.2
percent.  According to the Coral Gables Development Department, the Coral
Gables residential market has experienced higher rates of growth than the
neighboring communities in the County.

EMPLOYMENT

Employment growth grew rapidly in the region from 1980 through 1988 where it
appeared to hit its peak at 891,788.  From 1980 through 1988 this represented
an overall growth of 18.69 percent.  In 1992 the employment in the region was
estimated at 878,028 or a drop of 1.54 percent.  This rate of employment
appears to be stabilized and one would not anticipate further large drops in
this figure.  The labor force in the area has continued to increase with an
overall growth rate of 19.4 percent over the period 1980 through 1992.  The
present labor force is estimated at 976,024.  During the 1980s, the average
annual unemployment rate ranged from a low of 5.3 percent to a high of 10.0
percent with an overall average of 7.67 percent.  The average unemployment at
the end of 1992 was estimated at 10.0 percent compared to 7.4 percent for the
U.S.

From 1980 through 1992 the diversity of the employment in the region has
greatly increased with 60,364 firms active in the Dade County market.  This
represents a 32.5 percent change over 1980 levels.  The service industry is
represented by the largest number of firms with healthcare firms ranking as the
largest component of this sector.  Wholesale and retail trade represents the
next largest employers in the region.  The remaining sectors, which follow in
number of companies in their respective order,





                                      -9-

include finance/real estate, construction, manufacturing, transportation,
communications, public utilities, and finally agriculture, forestry, and
fishing.

As of April 1993, the top five employers in the Dade County region were:

                Dade County Public Schools                    38,310
                Metropolitan Dade County                      23,000
                Federal Government                            18,800
                State of Florida                              14,900
                Publix Super Markets, Inc.                     8,000

As of April 1993, the top-five employers in Coral Gables were:

                University of Miami                            5,390
                Klostner Cruise Lines                          1,045
                Doctors Hospital                                 950
                City of Coral Gables                             850
                Coral Gables Hospital                            551


INCOME

The per capita income in Dade County, Florida and the United States in 1990 was
$17,823, $18,539, and $18,696, respectively.  The average household income in
1992 for Coral Gables and the United States was $84,610 and $35,294,
respectively.  This would tend to indicate that the residents in Coral Gables
are far above the average in total household income.

In summary, the region of the subject property enjoyed rapid growth in the
early 1980s which has stabilized in the early 1990s.  Its economic base is
diverse, which bodes well for stabilized growth patterns in the foreseeable
future.  The economy has recovered from Hurricane Andrew, which occurred in
1992, and is well positioned to post economic gains.





                                      -10-

NEIGHBORHOOD ANALYSIS

The subject is located on the eastern border of Coral Gables, approximately one
and one-quarter miles south of the central business district of Coral Gables.
The neighborhood of the subject is bounded on the north by the Tamiami Trail,
the south by the South Dixie Highway, the east by S.W. 37th Avenue and the west
by Grenada Boulevard.  As one heads east from the subject, a dramatic change in
neighborhood demographics is experienced as one heads into the south side of
Miami.  A map of the neighborhood is located in the Exhibit Section.

Immediately west of the subject are single-family residential homes.  As one
heads north along Ponce de Leon Boulevard one encounters single-tenant and
small multi-tenant office structures which turn retail in nature as Ponce de
Leon Boulevard approaches the central business district.  As one heads south on
Ponce de Leon Boulevard, the character of the boulevard becomes mixed with
residential and light commercial structures.  Approximately two blocks east of
the subject is Coral Gables Hospital.  The subject is located two blocks east
of LeJeune Road, which is a major north/south thoroughfare connecting the Coral
Gables region to Miami International Airport.

In the immediate region of the subject are Doctor's Hospital and Coral Gables
Hospital.  Other hospitals in the subject's service region include HealthSouth
Hospital, South Miami Hospital and Vencor Hospital.  There is a 20-bed nursing
home located in Coral Gables.  Approximately 304 physicians are located within
the subject's marketing area.

In general, the subject's neighborhood is well suited to support a specialty
clinic.


ZONING

The subject property is zoned 'C-B', Commercial Business District, by the City
of Coral Gables.  This zoning district generally allows for the development of
commercial and retail establishments.  According to the City zoning
requirements, this district provides for the orderly arrangement of
institutional, clerical and administrative space.  Permitted uses include
public, semi- private or private office; public or semi-private, religious,
educational or charitable institutions; and, other similar uses consistent with
this zoning code's purpose and surrounding uses.  This zoning shall not include
properties with industrial characteristics, communal living facilities or
correctional institutions.





                                      -11-

Other general conditions of the 'C-B' zoning include a minimum lot size of
2,500 square feet, setbacks from fronting streets of 20 feet, and setbacks for
side yards and rear boundaries of 15 feet and 15 feet, respectively.  The
maximum height limitation is 35 feet.

A letter of zoning compliance from the City of Coral Gables is recommended for
an official determination regarding any zoning conformity issues.


REAL ESTATE TAXES AND ASSESSMENTS

The subject property is assessed and taxed by the Dade County Property
Assessor.  Properties are assessed at 100 percent of their market value for tax
purposes.  The property is taxed under six separate folio numbers,
4117-007-059-00 through 4117-007-064-00.  Commercial properties in Coral Gables
are taxed at $23.9042 per $1,000 of assessed value.  The following assessments
and taxes have been placed on the subject property.

         Folio Number               Assessment               Tax Amount       
         ------------               ----------               ----------       
         [S]                         [C]                       [C]            
         4117-007-059-00             $112,500 (L)               $2,689.22     
         4117-007-060-00             $112,500 (L)                2,690.27     
         4117-007-061-00             $114,165 (L)                2,729.00     
         4117-007-062-00             $114,165 (L)                2,729.00     
         4117-007-063-00             $114,210 (L)                2,730.09     
         4117-007-064-00             $780,520 (L)               18,657.65     
                                                               ----------     
         Total                                                 $40,340.00     

(L)  =  Land Assessment
(I)  =  Improvement Assessment





                                      -12-

SITE ANALYSIS

The subject site is a rectangularly-shaped parcel and fronts approximately 200
square feet on the west side of Ponce de Leon Boulevard.  The site contains a
depth of approximately 100 feet throughout with some slight fluctuations.  The
subject site's south border is Sarto Avenue with its northern border the south
side of Romano Avenue.  The subject site contains 20,167 square feet.

The west border of the site is an alley which is adjacent to single-family
dwellings.  The site is accessed from the rear of the site off Romano Avenue.
In addition, the rear alley is used as an entrance from Sarto Avenue.  The site
enjoys good frontage on Ponce de Leon Boulevard and is of adequate size to
provide parking, which is not typical of other small offices in the immediate
neighborhood of the subject.

The topography of the site is generally flat.  The building improvements are
located on the southern half of the site with a paved parking area located on
the northern half.  The subject building does not appear to be located in a
flood plain.

Utilities serving the site include water, sewer, telephone, gas and
electricity.  Police services and fire protection are located in the
neighborhood.

Other site improvements consists of general landscaping, asphalt paving,
concrete walkways and curbing, some shrubs and general signage.  The parking
lot is designed to accommodate 40 automobiles.

We are not aware of any detrimental easements or encroachments encumbering the
site.  Further, we assume that the subject site is not encumbered with
detrimental easements or encroachments.  A copy of a Coral Gables/Dade County
tax plat map is included in the Exhibit Section.

To our knowledge, no environmental study has been conducted on the subject
site.  As appraisers, we are not qualified to detect hazardous materials.
Consequently, our report assumes that there are no environmentally hazardous
materials in the site or building that would adversely affect the subject
property's value.





                                      -13-

BUILDING AND SITE IMPROVEMENTS

BUILDING IMPROVEMENTS

The HealthSouth Sports Medicine and Rehabilitation Center building contains
14,538 square feet of gross and rentable square feet.  Due to the specialized
nature of the structure, it is our belief that the gross and rentable square
feet is equal.  The building is a Class C, two-story, structure which was
originally built in 1960 and completely renovated in 1986.

The building is a concrete block and steel structure, with concrete block
exterior walls with stucco finish.  The front of the building has decorative
glass designed with glass block and storefront glass.  The building is accessed
through a double glass door entrance-way in front and an automatic door
adjacent to its parking area.  A rear metal door is located in the alleyway.
The building's ground floor is concrete slab on grade.  The second floor is
concrete supported on a metal frame.  The roof structure is a metal deck roof
covered with lightweight concrete and finished with tar and gravel.

The interior of the structure is finished with metal stud partitions in
finishes typical of a hospital setting.  This would include fine wood finishes
along hallways and staircases.  Ceiling finishes consist of drop-down acoustic
panels and finished drywall.  Wall finishes include vinyl covering, with mirror
walls in some patient treatment areas.  Floor finishes consist of carpet, vinyl
tile and ceramic finishes in bath and shower areas.  The building is
partitioned-off into therapy treatment rooms, office areas, a conference room,
and a swimming pool area.

Heating and air conditioning is supplied via Carrier roof-mounted package
units.  Hot water is supplied by commercial hot water heaters.  The building's
electrical wiring is in conduit and supplies incandescent and fluorescent
fixtures throughout the structure.  Plumbing in the building includes ceramic
fixtures, with shower areas provided in the pool area downstairs and adjacent
to the therapy rooms upstairs.  In addition, each therapy room is separately
plumbed to provide hydrotherapy.  The building is served by two elevators.





                                      -14-

SITE IMPROVEMENTS

Site improvements include asphalt paving and landscaping.

A detail description of the building and site improvements is included in the
Exhibit Section of this report.


CONDITION OF IMPROVEMENTS AND OBSOLESCENCE

The building is in good overall condition.  It appears to have been adequately
maintained.  No significant deferred maintenance was indicated from the
appraiser's inspection of the property.  There does not appear to be any
functional or economic obsolescence.





                                      -15-

                              HIGHEST AND BEST USE


The Appraisal Institute defines 'highest and best use' as follows:

         'The reasonably probable and legal use of vacant land or an improved
         property, which is physically possible, appropriately supported,
         financially feasible, and that results in the highest value'

         [The Appraisal of Real Estate, P. 45, 10th Ed. published by The
         Appraisal Institute.]

The four categories of highest and best use analysis are:

         1.      Physically Possible - Uses which are physically possible for
                 the site and improvements being analyzed.

         2.      Legally Permissible - Uses permitted by zoning and deed
                 restrictions applicable to the site and improvements being
                 analyzed.

         3.      Financially Feasible  - This step identifies if the physically
                 possible and legally permitted alternatives produce a net
                 income equal to or greater than the amount needed to satisfy
                 operating expenses.

         4.      Maximally Productive - This step clarifies which of the
                 financially feasible alternatives provides the highest value
                 consistent with the rate of return warranted by the market for
                 a particular use.

There are two types of highest and best use:  THE HIGHEST AND BEST USE OF LAND
AS VACANT and THE HIGHEST AND BEST USE OF A PROPERTY AS IMPROVED.  Both types
are discussed as follows using the four categories of highest and best use.





                                      -16-

As Vacant

The purpose of this analysis, given the site is vacant or can easily be made
vacant, is to determine if something should be constructed on the site, and if
so, what should be constructed on the site.

PHYSICALLY POSSIBLE

The size and shape of the subject site is adequate for the development of a
number of alternative uses including residential, commercial, retail, and
office/institutional properties.  The site possesses good access and
visibility.  The size of the parcel would preclude any large developments.

LEGALLY PERMISSIBLE

As stated earlier in the Zoning Section of this report, the property is
currently zoned 'C-B', Commercial Business.  Permitted uses in this general
zoning category vary widely.  Potential legal uses would include some retail
and restaurants, office/institutional, hotels, hospitals and other
medical-oriented uses.

Surrounding uses include residential, other professional office uses, small
retail and vacant land.  These use patterns would likely preclude industrial,
or future single-family development on the site.

FINANCIALLY FEASIBLE

Having established that the site is physically suited for and legally
restricted to office/institutional development, the next consideration is
economic feasibility.  Financially feasible uses for the site, if vacant, are
those uses that would generate an economic return to the land.  Other
office-related development east and north of the subject indicates that new
development is financially feasible.





                                      -17-

MAXIMALLY PRODUCTIVE

The maximally productive use is a financially feasible use that would produce
the greatest land value.  Office/institutional use is physically possible and
legally permissible, and new development is financially feasible.  Based on
this analysis, the current highest and best use of the land, if vacant, would
be for office/institutional development.


As Improved

The subject site is currently improved with a 14,538 rentable square foot
specialty rehabilitation clinic with adjacent parking and associated site
improvements.  The purpose of this discussion is to determine whether to leave
the improvements as they are, to modify the improvements, or to remove the
improvements.

PHYSICALLY POSSIBLE

It would obviously be physically possible to leave the improvements as they
are, to demolish the existing improvements and replace them with new
improvements, or to make minor repairs to any deferred maintenance items on the
property.  The improvements are considered functional.

LEGALLY PERMISSIBLE

The improvements, as improved, are a legal conforming use according to the City
of Coral Gables' zoning guidelines.  Under the zoning, the property could
remain as it is, be torn down or renovated.

FINANCIALLY FEASIBLE

The highest and best use of the land, if vacant, was to develop with an office/
institutional use based on the general demand of medical space in the
neighborhood of the subject.  Of the physically possible and legally
permissible changes that could be made to the existing facility, demolishing
the building would significantly reduce the current asset value and would not
be financially feasible.





                                      -18-

MAXIMALLY PRODUCTIVE

The maximally productive use for the existing property is the financially
feasible use that produces the greatest property value.  The only financially
feasible use is to correct any deferred maintenance that currently exists.
This would enable to the property to remain competitive in the leasing market.
The highest and best use, as improved, is to not make any major changes to the
current asset use.  The improvements represent the current highest and best use
of the property.





                                      -19-

                               VALUATION SECTION


VALUATION METHODOLOGY

There are three principal methods to estimate the market value of the assets of
the subject property.  These are summarized as follows:

         COST APPROACH:  This method is based on the principle of substitution,
         whereby no investor would prudently pay more for a property than it
         costs to buy land and build a comparable new building.  The market
         value is estimated by calculating the replacement costs of a new
         building and subtracting all forms of depreciation and obsolescence
         present in the existing facility.  This provides a depreciated value
         of the subject improvements if replaced new.  The estimate of the
         current value of the subject land is then added to provide a market
         value of the property.

         DIRECT SALES COMPARISON APPROACH:  The principle of substitution also
         says that market value can be estimated as the cost of acquiring an
         equally desirable substitute property, assuming no costly delay in
         making the substitution.  This method analyses the sales of other
         comparable improved properties.  Since two properties are rarely
         identical, the necessary adjustments for differences in quality,
         location, size, services and market appeal are a function of appraisal
         experience and judgment.

         INCOME APPROACH:  This method is based on the principle of
         anticipation, which recognizes that underlying value of the subject
         property can be estimated by its cash flow or stream of earnings.
         This approach simulates the future earnings for the property, and
         converts those earnings into a present market value estimate.

Consideration has been given to each of the three methods to arrive at a final
opinion of value.  Due to the specialized nature of the subject property, we
have not considered the Direct Sales Comparison Approach as being appropriate
for the subject property.  The subject property has been specifically designed
to accommodate a freestanding rehabilitation clinic.  An alternative use for
this structure would require extensive renovation and remodeling and as such,
comparisons to medical office space or





                                      -20-

commercial office sales would be inappropriate.  We did not find any sales of
comparable specialized facilities in the region which were similar in size or
use and as such, due to the lack of reliable comparable data, we have not
considered this approach as an appropriate determinant of value  The
application of the Cost and Income Approaches to value is further discussed in
the appropriate sections which follow.





                                      -21-

                                 COST APPROACH


In the Cost Approach, the subject property is valued based upon the market
value of the land, as if vacant, to which is added the depreciated replacement
cost of the improvements.  The replacement cost new of the improvements is
adjusted for accrued depreciation resulting from physical deterioration,
functional obsolescence, and external (or economic) obsolescence.

The cost analysis involves three basic steps:

         o       Land value estimate.

         o       Estimated replacement cost of the improvements.

         o       Estimation of the accrued depreciation from all causes.

The sum of the market value of the land and the depreciated replacement cost of
the improvements and equipment is the estimated market value via the Cost
Approach.


Land Valuation

Land valuation, assuming the site is vacant, is based upon the following steps:

         o       A comparison with recent sales and/or asking prices for 
                 similar land.

         o       Interviews with reliable real estate brokers and other 
                 informed sources who are familiar with local real estate
                 activity.

         o       Our experience in estimating land values.

The following sales are located within the general market area of the subject
property and are considered to be representative of market activity and
conditions as of the valuation date.  Unless otherwise indicated, the sales
involved arm's length transactions that conveyed a fee simple interest, and
only real property was included in the transactions.





                                      -22-

Land Comparable Number 1


                                                                                                              
Parcel Number:                   Lots 12-19 and S 1/2 of Lot 20, Block 9 of Coral Gable Ind. Sec pb 28-22           
                                                                                                                    
Location:                        Northeast Corner of San Lorenzo and LeJeune 
                                 Road                                   
                                                                                                                    
Size:                            21,805 square feet                                                                 
                                                                                                                    
Sale Date:                       February 1993                                                                      
                                                                                                                    
Deed Book/Page:                  15822/3213                                                                         
                                                                                                                    
Grantor:                         Commerce Bank                                                                      
                                                                                                                    
Grantee:                         Gold Coast Partners Properties Co.                                                 
                                                                                                                    
Sale Price:                      $650,000                                                                           
                                                                                                                    
Price Per Square Foot:           $29.81                                                                             
                                                                                                                    
Terms of Sale:                   All Cash                                                                           
                                                                                                                    
Shape:                           Rectangular                                                                        
                                                                                                                    
Zoning:                          Coral Gables, Commercial                                                           
                                                                                                                    
Utilities:                       All available                                                                      
                                                                                                                    
Comments:                        At the present time an office building is under 
                                 construction on the site.          
                                   





                                      -23-

Land Comparable Number 2


                                        
Parcel Number:                             03-4120-022-3380,3420,3430

Location:                                  4720 LeJeune Road, on the west side of LeJeune 
                                           Road across Granello Avenue.

Size:                                      8,300 square feet

Sale Date:                                 May 1993

Deed Book/Page:                            15916/0494

Grantor:                                   Nathan Tartak

Grantee:                                   Riveria Partnership

Sale Price:                                $285,000

Price Per Square Foot:                     $34.33

Terms of Sale:                             Purchase money mortgage at market rates for 
                                           $200,000 remaining balance at cash

Shape:                                     Rectangular

Zoning:                                    Coral Gables Commercial

Utilities:                                 All available

Comments:                                  Present improvements are not deemed to have 
                                           value.






                                      -24-

Land Comparable Number 3


                                        
Parcel Number:                             03-4117-006-0010

Location:                                  Southwest Corner of Coral Way and SW 37th Street

Size:                                      32,705 square feet

Sale Date:                                 June 1992

Deed Book/Page:                            15571/4531

Grantor:                                   First Tropical Savings Bank

Grantee:                                   IBEX Miracle Group

Sale Price:                                $1,350,000

Price Per Square Foot:                     $41.28

Terms of Sale:                             All Cash

Shape:                                     Rectangular

Zoning:                                    Coral Gables Commercial

Utilities:                                 All available

Comments:                                  Site remains vacant.






                                      -25-

A summary of the land sales is shown as follows:




                                    SUMMARY OF LAND COMPARABLES                                                   

        LAND                                                   SALE           SIZE        PRICE                     
        COMP        LOCATION                                   DATE           (SF)        PER SF                    
                                                                                                    
         1          San Lorenzo & LeJeune                      02/93         21,805       $29.81                  
         2          LeJeune & Granello                         05/93          8,300       $34.33                  
         3          Coral Way & SW 37th Street                 06/92         32,705       $41.28                  
      SUBJECT       PONCE DE LEON                                            20,167                               
               



Discussion of Land Comparables

LAND COMPARABLE 1 is located approximately one-half-mile southwest of the
subject on LeJeune Road.  The sale is very comparable to the subject in terms
of its overall size, topography, intended use, etc.  We have made a slight
downward adjustment to the sale for location as LeJeune Road is a more
travelled thoroughfare than Ponce de Leon Boulevard and may be a more favorable
location.  The adjustment is shown on a Land Sale Adjustment Grid at the end of
this discussion.  The adjusted price per square foot of this comparable is
$28.32 per square foot.

LAND COMPARABLE 2 was a parcel containing an old house.  The site was purchased
by the developer to construct a commercial use on the site.  Downward
adjustments to this sale are warranted for its superior location and its size.
A downward adjustment for size has been made as smaller parcels tend to sell at
higher unit costs than larger parcels due to a higher utility.  The
improvements were not considered to have any significant value.  The adjusted
price per square foot of this comparable is $29.18.

LAND COMPARABLE 3 is an older sale which has been adjusted upward for time.
This sale was adjusted significantly downward for location as this sale is
located in the center of the central business district of Coral Gables.  A
slight upward adjustment for parcel size has been made.  The adjusted price for
this comparable is $34.01 per square foot.





                                      -26-

The adjusted land prices range from $28.32 per square foot to $34.01 per square
foot, with the prices of the most comparable sites being at the lower end of
this range.  Based on our analysis of the subject versus these comparables, it
is our opinion that a land price of $28.50 per square is representative of the
subject site.  The subject land value is estimated as follows:

                       20,167  x  $28.50/SF  =  $574,759

                             Rounded to:   $575,000
                                           ========




                                      -27-

   
 
                                              LAND SALE ADJUSTMENT GRID
                                           HealthSouth Sports Medicine and
                                                Rehabilitation Center 
                                                Coral Gables, Florida
                                       


          
          
                               Subject                  Land Comp                   Land Comp                 Land Comp
                                                                                                  
  Element                                                   #1                         #2                        #3

  Sale Price/SF                                           $29.81                     $34.33                   $41.28

  Property Rights             Fee Simple                  Same                       Same                     Same
   Adjustments
                                               ----------------------------------------------------------------------
Adjusted Price/SF                                         $29.81                     $34.33                   $41.28

  Financing                   Cash                        Cash                       Cash                     Cash
    Adjustment

                                              -----------------------------------------------------------------------
Adjusted Price/SF                                         $29.81                     $34.33                   $41.28

  Conditions of Sale                                      None                       None                     None
    Adjustment

                                             ------------------------------------------------------------------------
  Adjusted Price/SF                                       $29.81                     $34.33                   $41.28

  Market/Time                                                  0%                         0%                        3%
    Adjustment

                                             -------------------------------------------------------------------------
  Adjusted Price/SF                                       $29.81                     $34.33                   $42.52



  Other Adjustments:
   Location Adjustment                                        -5%                        -5%                      -25%
   Topography Adjustment                                       0%                         0%                        0%
   Size Adjustment                                             0%                       -10%                        5%
   Zoning Adjustment                                           0%                         0%                        0%
    Net Other                                                 -5%                       -15%                      -20%
  Adjustments



  FINAL ADJUSTED PRICE                                    $28.32                     $29.18                   $34.01
  PER SF
                                          ============================================================================






                                      -28-

Building and Site Improvements

The building and site improvements have been valued on the basis of replacement
cost less accumulated depreciation.  The cost new was estimated via the
segregated cost method, with cost factors obtained from Marshall Valuation
Services, Inc., a national cost manual.  The unit cost includes both direct and
indirect costs, with adjustments made for special building features,
construction quality, time and location.  The composite unit cost has then been
applied to the gross square footage of the building to derive the replacement
cost new.  The total project replacement costs for the subject building are
estimated to be $1,586,833.

The total accumulated depreciation of a structure represents the loss in value
due to physical deterioration, functional obsolescence, or external (or
economic) obsolescence.  Economic life of a structure or improvement is the
period over which they contribute to the value of the property.  These terms
are defined as follows:

        Physical Deterioration:  The loss in value due to deterioration or
        ordinary wear and tear, i.e., natural forces taking their toll of the
        improvements.  This begins at the time the building is completed and
        continues throughout its physical life.  In developing our estimate of
        physical depreciation for the building we have utilized the curvilinear
        tables developed by the Marshall Valuation Service.  This method of
        depreciation is founded on the assumption that depreciation of a
        structure is accelerated in the later stages of its overall useful
        life.

        Functional Obsolescence:  The loss in value due to poor plan,
        functional inadequacy, or super-adequacy due to size, style, design, or
        other items.  This form of depreciation occurs in both curable or
        incurable forms.

        External (or Economic) Obsolescence:  The loss in value caused by
        forces outside the property itself.  It can take many forms such as
        excessive noise levels, traffic congestion, abnormally high crime
        rates, or any other factors which affect a property's ability to
        produce an economic income, thereby causing a decline in desirability.
        Other forms of economic obsolescence may include governmental
        restrictions, excessive taxes, or economic trends.

        Economic Life:  The economic life of a good quality medical office
        buildings is typically 40 to 50 years.  For the subject Class C
        building, we have assumed an economic life of 45 years.





                                      -29-

        Remaining Economic Life:  Remaining economic life can be defined as the
        number of years remaining in the economic life of the structure or
        structural components as of the date of the appraisal.

Marshall Valuation Services, Inc., and the actual experience of other buildings
in the market, were use to estimate the overall economic life of the
improvements.  The assignment of economic lives assumed that, except for the
building shell and foundation, building components would be replaced
periodically over the life of the building.


Physical Depreciation

The amount of physical depreciation and obsolescence in the subject building is
judged normal for a building of this age.  Observation of the subject property
indicated that the structure and related component parts have been adequately
maintained through a continuous maintenance service program.

The subject property was constructed in 1960 with a major renovation of the
building conducted in 1986.  The building is in good to very good condition.
After taking into consideration all significant physical factors affecting the
subject property, it is judged that the subject has an effective age equal to
15 years.  The remaining useful life is estimated to be 30 years.  This
translates into a physical depreciation estimate of 14 percent according to the
Marshall Valuation depreciation tables.

The elements which make up site improvements have shorter economic lives than
the building.  We have estimated the aggregate useful lives of these items to
be 15 years with an effective age of seven years and a remaining useful life of
eight years.  Therefore, the depreciation rate attributable to the site
improvements on a straight-line basis is estimated to be approximately 47
percent.





                                      -30-

Cost Approach Conclusion

The schedule which follows is a summary of the estimated replacement cost by
category for the subject building plus estimates of all forms of depreciation.

Based on the investigation as previously defined, the market value of the
subject property by the Cost Approach, as of September 29, 1993, is estimated
in the rounded amount of:

                                   $2,060,000
                                   ==========




                                      -31-


                                                                 
  TOTAL RECAPITULATION:    HEALTHSOUTH CORAL GABLES
  BUILDING NUMBER:         2 OF 3

  EXCAVATION AND SITE PREPARATION                                           1,303
  FOUNDATION                                                               29,579
  FRAME                                                                    65,467
  EXTERIOR WALLS                                                          119,467
  FLOORS                                                                   88,054
  ROOF                                                                     54,675
  ROOF COVER                                                               19,638
  PARTITIONING & BUILT-IN ITEMS                                           320,550
  CEILINGS                                                                 70,862
  FLOOR COVERINGS                                                          68,719
  PLUMBING                                                                176,343
  HEATING, VENTILATION & AIR CONDITIONING (NET)                            82,750
  ELECTRICAL                                                              189,361
  OTHER FEATURES                                                           67,762
                                                                        ---------
  TOTAL LABOR, MATERIALS, INCIDENTALS AND PROFIT                        1,354,530
  ARCHITECTS FEES, PLANS AND SPECIFICATIONS                                47,409
  ARCHITECTS FEES, SUPERVISION                                             40,636
  ADD FOR MISCELLANEOUS FEES                                              144,258
                                                                        ---------
  TOTAL REPRODUCTION COST                                               1,586,833


  TOTAL OVERALL LIFE                                       45
  EFFECTIVE AGE                                            15
  CURVILENEAR DEPR RATE                                 10.00%            158,683
  DEPRECIATED VALUE OF BUILDING                                         1,428,150

  REPRODUCTION COST OF LAND IMPROVEMENTS                                  100,000
  LESS DEPRECIATION OF IMPROVEMENTS @ 47%                                 -47,000
                                                                        ---------
  DEPRECIATED VALUE OF LAND IMPROVEMENTS                                   53,000

  TOTAL DEPRECIATED VALUE OF IMPROVEMENTS                               1,481,150

  ADD LAND VALUE                                                          575,000
                                                                        ---------

  TOTAL VALUE COST APPROACH                                            $2,056,150






                                      -32-

                                INCOME APPROACH


The Income Approach is based on the principle of anticipation, and has as its
premise that value is represented by the present worth of expected future
benefits.  The price that an investor will pay for an income property usually
depends on the anticipated income stream.  The Income Approach represents an
attempt to simulate the future cash flows for the property, and to quantify the
future benefits in present dollars.

The subject property is one of nine professional office buildings that
HealthSouth is selling for the purpose of establishing a real estate investment
trust (REIT).  HealthSouth Corporation, the seller, will provide a net rental
guarantee in the form of a master lease.  The REIT, as the new property owner,
will receive the net rental master lease rate per square foot of rentable
office area regardless of the rental rates charged or received from the actual
physician/tenants.

This master lease is a credit enhancement vehicle that will enable the REIT
issuer to sell the REIT shares.  It will also allow HealthSouth leasing
flexibility for the office space.  HealthSouth can lease office space to
various physicians at different rates and terms, or they can use the office
space for hospital purposes.

The appraisers received a draft of the form of the master lease agreement, but
the actual master lease agreements for each property are not yet available.
For the purpose of our Income Approach, the gross income will be the master
lease rate for each property times the rentable building area.  We reserve the
right to modify the Income Approach valuation if the actual master lease for
each property differs significantly from the draft lease presented to us.

The gross income for the subject property is calculated as follows:

                      14,538 SF  x  $18.00/SF  =  261,684

We have verified the reasonableness of this rental rate by conducting a return
analysis of the property based upon the expected remaining lives of the
improvements and investments rates of return found in the marketplace.  A
schedule of this analysis is found in the Exhibit Section of this report.
Based upon this analysis, utilizing a required rate of return of 10 percent on
land and 12 percent to 14 percent rate on improvements,





                                      -33-

the annual rental rate would be anticipated to approximate $16.79 to $18.68 per
square foot.  The rate established in the master lease appears to be
reasonable.

The subject appraisal assumes that 100 percent of the income is guaranteed
through the master lease agreement.  Since the leased fee interest is being
appraised, there is no deduction for vacancy or credit loss.

Since the master lease provides for an income level to the REIT net of all
operating expenses, the only out-of-pocket expenses to the REIT will be
accounting, legal and internal administration or management expenses.  These
management expenses are estimated at 5.0 percent of effective gross income, or
$13,084, based on the management experience of other properties.  The net
operating income for the property is $261,684 less $13,084, or $248,600.

Although we have not utilized the Direct Sales Comparison Approach to arrive at
an indication of value for the subject property, we have conducted a survey of
office building sales in the region of the subject in order to abstract an
overall rate for capitalization.  The full details of these sales are located
in the Exhibit Section of this report and are summarized as follows:



 Sale No.     Property Location                                   Sale Date               OAR (%)                 

                                                                                                      
     1        One 7000 Place, South Miami, Florida              October 1992              11.33%                  
     2        Professional Arts Center, Miami, Florida         September 1992             10.45%                  
     3        Kingston Plaza, Broward County, Florida           August 19921              10.18%                  
        

The direct capitalization, or overall rates, for these comparables ranged from
10.18 percent to 11.33 percent.

A capitalization rate at 10.5 percent is considered appropriate because of the
quality of the tenant and the overall reasonableness of the rental rate
negotiated.





                                      -34-

Therefore, it is our opinion that the market value of the subject property by
the Income Approach is calculated and rounded as follows:

                  Net Operating Income/OAR  =  Estimated Value

                          $248,600/.105  =  $2,367,619

                            Rounded to:  $2,365,000
                                         ==========




                                      -35-

                           CORRELATION AND CONCLUSION


We have considered three approaches to value in order to estimate the value of
the HealthSouth Sports Medicine and Rehabilitation Center.  The three
approaches are summarized as follows:

        Cost Approach   . . . . . . . . . . . . . . . . . . .  $2,060,000
        Direct Sales Comparison Approach  . . . . . . . . . .  N/A
        Income Approach   . . . . . . . . . . . . . . . . . .  $2,365,000

The Cost Approach involved a detailed analysis of the individual components of
the property.  These costs were estimated using sources which were considered
to be reliable.  However, estimating the replacement cost and all forms of
depreciation for a twelve- year-old building is difficult.  For this reason,
the Cost Approach is considered only a fair indicator of value for the subject
property.

The Direct Sales Comparison Approach was not utilized due to the specialized
nature of the subject property.

The Income Approach normally provides the most reliable value estimate for
professional office buildings such as the subject.  Although many buyers of
professional office buildings are owner/occupants, these buyers are generally
aware of a property's cash flow potential and its value from an investor's
perspective.  For this reason, the Income Approach is considered the best
indicator of value for the subject property.

Based on this analysis, it is our opinion that the market value of the
HealthSouth Sports Medicine and Rehabilitation Center, as of September 29,
1993, and based on the assumptions and limiting conditions in this report, is:

                                   $2,300,000
                                   ==========




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