Maguire/Thomas Partners Fifth & Grand, Ltd., Maguire/Thomas Partners Grand Place Tower, Ltd., Tax Matters Partner - Page 2

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          Maguire/Thomas Partners Library Square, Ltd. (Library Square) and           
          Maguire/Thomas Partners Fifth & Grand, Ltd. (Fifth & Grand):                
               Year                     Adjustments                                   
          Library Square       Fifth & Grand                                          
          1989           $1,468,471               --                                  
               1990              863,015               --                             
               1991            1,973,438          $2,854,831                          
               1992            1,783,227             561,975                          
               1993            1,616,793               --                             
               1994            1,474,134             561,975                          
               1995            1,331,648             561,975                          
               1996            1,212,751             561,975                          
               Library Square built and operates Library Tower, a 73-story            
          building in Los Angeles, California.  Fifth & Grand built and               
          operates Grand Place Tower, a 55-story building in Los Angeles.             
          Both of these buildings were built pursuant to a development                
          agreement reached in 1985 between Maguire/Thomas Partners, Ltd.             
          (MTP) and the Community Redevelopment Agency (CRA) of the City of           
          Los Angeles.  To develop the Library Tower building, MTP paid CRA           
          $33,192,567 for certain land and development rights.  To develop            
          the Grand Place Tower building, MTP paid CRA $17,700,000 for                
          development rights.  MTP obtained the right to develop the                  
          property at greater density (i.e., to build larger buildings)               
          than would have otherwise been permitted.  Library Square and               
          Fifth & Grand are the successors-in-interest to the rights and              
          obligations of MTP under that agreement.                                    
               After concessions, the issues for decision are:                        








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