SUPERIOR COURT OF THE STATE OF CALIFORNIA ORANGE COUNTY, CENTRAL JUSTICE CENTER ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

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1 SUPERIOR COURT OF THE STATE OF CALIFORNIA ORANGE COUNTY, CENTRAL JUSTICE CENTER ROBERT L. LEWIS, MADISON LIQUIDITY INVESTORS 103 LLC, and MADISON LIQUIDITY INVESTORS 112 LLC, on behalf of themselves and all others similarly situated, v. Plaintiffs, AMERICAN SPECTRUM REALTY, INC., CGS REAL ESTATE COMPANY, INC., WILLIAM J. CARDEN, JOHN N. GALARDI, AND S-P PROPERTIES, INC., Defendant(s. CASE NO. O1 CC NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT OF CLASS ACTION AND SETTLEMENT HEARING TO: THE LIMITED PARTNERS OF SIERRA PACIFIC DEVELOPMENT FUND; SIERRA PACIFIC DEVELOPMENT FUND II; SIERRA PACIFIC DEVELOPMENT FUND III; SIERRA PACIFIC INSTITUTIONAL PROPERTIES V; SIERRA PACIFIC PENSION INVESTORS 84; NOONEY INCOME FUND LTD., L.P.; NOONEY INCOME FUND LTD. II, L.P.; AND NOONEY REAL PROPERTY INVESTORS TWO, L.P. (COLLECTIVELY, THE PARTNERSHIPS AS OF AUGUST 16, 2001: PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE IS GIVEN pursuant to the Order of January 14, 2004, entered in the Superior Court of the State of California in the County of Orange (the Court in the abovecaptioned class action (the Action. The Action was brought on behalf of a Class consisting of the limited partners in Sierra Pacific Development Fund; Sierra Pacific Development Fund II; Sierra Pacific Development Fund III; Sierra Pacific Institutional Properties V; Sierra Pacific Pension Investors 84; Nooney Income Fund Ltd., L.P.; Nooney Income Fund Ltd. II, L.P.; and Nooney Real Property Investors Two, L.P. (collectively, the Partnerships as of August 16,

2 2001. If the proposed settlement is approved, you will be forever barred from contesting the fairness, reasonableness or adequacy of the settlement or from pursuing the claims settled therein. NOTICE IS HEREBY GIVEN that a hearing (the Fairness Hearing will be held before the Court on March 23, 2004, at 10:00 a.m., in Courtroom CX105, at the Orange County Superior Court, Central Justice Center, 751 West Santa Ana Boulevard, Santa Ana, California (or at such adjourned date that the Court may direct without further notice, (i to determine the adequacy, reasonableness and fairness of the proposed settlement, and (ii to consider the application of plaintiffs counsel in the action for an award of attorneys fees and reimbursement of expenses, plus a distribution each of $5,000 to the named Plaintiffs Robert L. Lewis, Madison Liquidity Investors 103 LLC and Madison Liquidity Investors 112 LLC ( Madison LLCs (with the Madison LLCs counted as one entity for this purpose. IF YOU WISH TO RECEIVE YOUR SHARE OF THE NET SETTLEMENT FUND, YOU MUST COMPLETE AND RETURN THE CLAIM FORM ENCLOSED WITH THIS NOTICE. THE PROOF OF CLAIM AND RELEASE MUST BE POSTMARKED ON OR BEFORE APRIL 5, You can choose to object to any aspect of the proposed settlement or application for attorneys fees and expenses by following the procedures set forth at Section VII. ANY CLASS MEMBER WHO DOES NOT FOLLOW THE PROCEDURES SET FORTH AT SECTION VII SHALL FOREVER WAIVE ANY AND ALL OBJECTIONS (BY APPEARANCE OR OTHERWISE TO THE PROPOSED SETTLEMENT AND APPLICATION FOR ATTORNEYS FEES AND EXPENSES. If you are satisfied with the proposed settlement, you do not need to appear at the Fairness Hearing or submit any comments. SUMMARY This is a notice of the pendency of a class action and the proposed settlement of a class action. This action was originally filed on September 27, 2001 in California State Court. In the lawsuit, the Plaintiffs alleged that the Defendants engaged in wrongful conduct through the operation and consolidation of the Partnerships (the Action. (See Section I: Allegations of

3 the Lawsuit, below. The Defendants deny any wrongful conduct. The Court has expressed no views on the merits of the parties dispute and does not express any view by sending this notice. A class was certified by the Court on March 7, 2003 ( the Class and the named Plaintiffs were appointed Class Representatives and their counsel were appointed Class Counsel. The Class consists of all the limited partners of the Partnerships ("Limited Partners" as of August 16, 2001 (except Defendants named herein and any person, firm, trust, corporation or their entity related to, owned in whole or in party by, or affiliated with any of Defendants, or their successors in interest ( the Limited Partners. (See Section II: Definition of Class. Counsel for the parties have conducted arms -length negotiations and have agreed to the terms of a proposed settlement. Plaintiffs and Counsel for the Plaintiffs and the Class believe the proposed settlement is fair, reasonable, and adequate to, and in the best interest of, the Class, and the Court has granted preliminary approval to the proposed settlement (See Section III: Settlement Negotiations. The basic terms of the settlement (the Settlement are that, if the Settlement is approved by the Court, the Defendants will pay or cause to be paid $6,500, (the Settlement Amount and the lawsuit will be dismissed and you and the rest of the Class will forever release and be barred from pursuing any claims arising out of the roll-up of your Partnership interests into American Spectrum Realty, Inc. ( ASR. (See Section V: Terms of Settlement, Including Release of Claims. Defendants have agreed that, if the Court approves the Settlement, Defendants will take no position on the application of the attorneys representing the Class and the Plaintiffs for an award of attorneys fees of up to 30% of the Settlement Amount, plus reimbursement of expenses including a $5,000 distribution to the named Plaintiffs. (Section V: Attorneys Fees And Expenses. You can obtain a copy of the Settlement Agreement, which describes in detail the terms of the Settlement, from Class Counsel. (See Section VII: Further Information Available. I. ALLEGATIONS OF THE LAWSUIT Plaintiffs filed their Complaint for Damages and Injunctive Relief Based Upon: (1 Breach of Fiduciary Duty; and (2 Breach of Contract on September 27, Plaintiffs filed an

4 Amended Complaint for Damages, Injunctive Relief and Constructive Trust Based Upon: (1 Breach of Fiduciary Duty; and (2 Breach of Contract on November 30, Defendants removed the action to the District Court, Central District of California on December 21, Following a stipulation by the parties, the District Court remanded the action back to this Court on January 14, Defendants filed a Notice of Demurrer and Demurrer to plaintiffs Amended Complaint on February 13, 2002 for lack of standing to sue and for failure to allege facts sufficient to state a cause of action for breach of fiduciary duty and breach of contract. On March 15, 2002, the Court overruled the Demurrer to the entire Complaint on the ground of standing and sustained the Demurrer to the First and Second Causes of Action (Breach of Fiduciary Duty and Breach of Contract, respectively with leave to amend. Plaintiffs filed their Second Amended Complaint for Damages, Injunctive Relief and Constructive Trust Based Upon: (1 Breach of Fiduciary Duty; (2 Breach of Contract; (3 Intentional Interference with Prospective Economic Advantage; and (4 Intentional Interference with Contractual Relations on April 4, Defendants filed a Demurrer to the Third and Fourth Causes of Action of Plaintiffs Second Amended Complaint on May 8, On June 14, 2002 the Court sustained Defendants Demurrer with leave to amend. Plaintiffs filed their Third Amended Complaint for Damages, Injunctive Relief and Constructive Trust Based Upon 1 Breach of Fiduciary Duty; 2 Breach of Contract; 3 Intentional Interference with Prospective Economic Advantage; and 4 Intentional Interference with Contractual Relations on July 3, Defendants filed a Demurrer to the Third and Fourth Causes of Action of Plaintiffs Third Amended Complaint on or about August 6, On September 6, 2002, the Court sustained Defendants Demurrer with leave to amend. Plaintiffs filed their Fourth Amended Complaint For Damages, Injunctive Relief And Constructive Trust Based Upon (1 Breach of Fiduciary Duty; 2 Breach of Contract; 3 Intentional Interference with Prospective Economic Advantage; and 4 Intentional Interference with Contractual Relations ( Fourth Amended Complaint on September 26, 2002, which Defendants answered on October 29, In their Fourth Amended Complaint, Plaintiffs allege that the general partner of each Partnership, its affiliates, and the controlling officers and shareholders of those affiliates

5 (Defendants, by means of a coercive and misleading consent solicitation, rolled up and merged the Partnerships into defendant ASR. As a result of the roll-up, the Limited Partners received ASR shares or, if they voted against the roll-up, they had a right to elect to receive notes as their portion of the consideration for their Partnership units. Plaintiffs allege that the transaction was a self-interested one, with the primary purpose to bail out the debt-ridden defendant CGS Real Estate Company, Inc. and enrich Defendants at the expense of the Limited Partners. The Defendants vigorously deny the allegations of and claims asserted in the Complaint and in the Amended Complaints and deny any wrongdoing or liability to the Plaintiffs or the Class members, and assert general, specific, and affirmative defenses to the allegations and claims asserted in the Fourth Amended Complaint. II. DEFINITION OF CLASS Plaintiffs filed a Notice of Motion and Motion for Class Certification on June 19, The hearing on Plaintiffs Motion for Class Certification, originally set for July 19, 2002, was taken off calendar at Defendants request to allow time for Defendants to depose Plaintiffs and review Plaintiffs production of documents and responses to interrogatories. Plaintiffs depositions took place on December 4, 2002 and December 16, The hearing on Plaintiffs Motion for Class Certification was heard on March 7, 2003 at which time a class was certified by the Court. The Class consists of all the Limited Partners of the Partnerships as of August 16, 2001 (except Defendants named herein and any person, firm, trust, corporation or other entity related to, owned in whole or part by, or affiliated with any of Defendants, or their successors in interest. III. DISCOVERY AND MOTION PRACTICE Discovery in this Action is close to completion. Plaintiffs propounded and Defendants responded to five sets of Requests for Production of Documents. Defendants have produced approximately 5,400 documents. Plaintiffs propounded and Defendants responded to three sets of Special Interrogatories as well as three sets of Requests for Admission. Plaintiffs have also propounded two sets of Form Interrogatories to which Defendants have responded. On December 5, 2002, Plaintiffs took the deposition of Keith Allaire, on behalf of Robert A. Stanger

6 & Co., Inc. ( RAS, a financial advisor which provided a fairness opinion for the roll-up. RAS also produced over 14,000 documents in response to Plaintiffs Deposition Subpoena. On January 24, 2003, Plaintiffs also deposed Thomas N. Thurber as the person most knowledgeable on behalf of the corporate Defendants. Plaintiffs took the depositions of named Defendant William J. Carden on January 29, 2003 and of John N. Galardi on March 12, On April 24, 2003, Plaintiffs took the deposition of Mark T. Henshaw, a former employee of Arthur Andersen LLP, the corporate Defendant s former auditor and consultant. Plaintiffs also subpoenaed and obtained documents from: (i Arthur Andersen LLP, on December 20, 2002 and April 21, 2003; (ii Mellon Investor Services and Mackenzie Partners, Inc. on April 16 and 20, 2003; (iii Vanguard Capital on May 28, 2003; and (iv BDO Seidman on June 13, Plaintiffs also subpoenaed documents from Proskauer Rose LLP and Deloitte & Touche LLP. On July 18, 2003, Defendants in this Action made a motion for summary adjudication of certain claims, with discovery of all parties meanwhile proceeding. Plaintiffs opposition to Defendants motion was due on December 5, 2003 and Defendants reply was due on December 12, A hearing on Defendants motion was scheduled for December 19, On November 4, 2003, the parties agreed to take this motion off calendar while settlement negotiations were pending and subject to trial court approval of the proposed settlement. IV. SETTLEMENT NEGOTIATIONS Plaintiffs Counsel conducted arms -length negotiations with Counsel for Defendants with respect to a compromise and settlement of the Action with a view to settling the issues in dispute and achieving the best relief possible consistent with the interests of the Class. While discovery and motion practice were ongoing, the parties agreed to Court-recommended settlement mediation before David Rotman, of Gregorio, Haldeman, Piazza, Rotman, and Matityahu. Both parties prepared confidential mediations briefs in connection therewith, and engaged in a full day of mediation on July 25, The parties later agreed to another full day of mediation on October 16, In advance of the second day of mediation, Plaintiffs also filed a supplemental mediation brief. On the second day of mediation discussions involving the

7 Plaintiffs, the Defendants, and Defendants insurance carrier, the parties came to an agreement in principle to settle this action. Plaintiffs Counsel, on behalf of the Class, has conducted extensive discovery and investigation during the course of the Litigation, including, inter alia: (i inspections of documents produced by Defendants and third parties such as RAS, Arthur Andersen LLP, Vanguard Capital, McKenzie Capital Partners, Inc., Mellon Investigation Services LLP and BDO Seidman; (ii investigation of the market for the Partnerships properties; (iii depositions of key individuals including William Carden, John Galardi, Thomas Thurber, Keith Allaire of RAS and Mark Henshaw, formerly of Arthur Andersen LLP; (iv reviews of Defendants Securities and Exchange Commission ( SEC filings, annual reports, and other public documents and statements; (v consultation with experts in accounting and real estate valuation; and (vi research of the applicable law with respect to the claims asserted by Plaintiffs and the defenses asserted by and potentially available to the Defendants. Based upon their investigation and discovery, Plaintiffs have concluded that the terms and conditions of the Settlement Agreement are fair, reasonable and adequate to Plaintiffs and the Class, and in their best interests, and have agreed to settle the claims raised in the Action pursuant to the terms and provisions of the Settlement Agreement, after considering the substantial benefits that Plaintiffs and the members of the Class will receive from the settlement of the Action and the attendant risks of litigation. Defendants have denied and continue to deny each and every one of the claims and contentions alleged by Plaintiffs and the Class in the Fourth Amended Complaint and disclaim any and all wrongdoing or liability whatsoever. Despite their belief that they are not liable for any of the claims asserted and have good defenses thereto, Defendants have concluded that the further defense of the Action would be protracted, expensive, and distracting to Defendants operations, and that it is therefore desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Settlement Agreement. Defendants believe that the terms and conditions of this Settlement Agreement are fair, reasonable and adequate to, and in the best interests of, Plaintiffs and the Class.

8 V. TERMS OF SETTLEMENT, INCLUDING RELEASE OF CLAIMS The terms and conditions of the Settlement are set forth in detail in the Settlement Agreement. This Notice is intended as a summary only. In consideration of the dismissal of the Action, and in complete compromise and full satisfaction of the Released Claims of the Plaintiffs and the Class, and subject to the Settlement becoming final and effective, Defendants shall pay the total amount of $6,500, (the Settlement Amount. The Settlement Amount, less any attorneys fees and expenses awarded by the Court to Class Counsel, less $5,000 each to named Plaintiffs Robert L. Lewis and the Madison LLCs (the Madison LLCs to be considered one entity for this purpose, and less the costs of notice and administration of the Settlement (the Net Settlement Amount, will be distributed to the participating Class members in accordance with the following settlement allocation. The Net Settlement Amount shall be allocated as follows: if the Class member received ASR shares, each such Class member will receive the same allocation per share; and if the Class member elected to and received a Note, the Note holders shall receive $0.88 per $100 in principal value of note received. The allocation to the Note holders is less because their claims are arguably weaker and their alleged damages are nominal compared to those Limited Partners who were issued ASR shares. Approximately 2.75% of the Partnership units (based on the overall exchange value of Partnership units voted against the roll-up, elected to and received notes in the amount of $2,291,671 which have been paid in full by ASR as of October 2003 (the Notes. The principal amount of the Notes was based, in part, on the liquidation value of the Partnerships and equaled % of the initial $15 exchange value assigned to the ASR shares that were issued to all the other Limited Partners as part of the roll-up. The ASR shares issued to all other Limited Partners have traded substantially below $8.50 a share since their issuance on or about November 27, 2001, which equals 55% of the initial $15 exchange value assigned to the ASR shares. Based on the nominal 5% damage suffered by the Note holders compared to the 45% losses of the other Limited Partners, the Note holders shall receive only $0.88 per $100 of principal value of the Note received (approximately 1/9 of their potential 2.75% allocation of the

9 Net Settlement Amount or no more than $19, of the Net Settlement Amount less their pro rata share of fees and expenses. Assuming that all Limited Partners timely submit their Proof of Claim and Release forms, Limited Partners who received ASR shares shall receive approximately $1.17 per share less their pro rata share of court-awarded fees and expenses. If fewer than all Limited Partners timely submit their Proof of Claim and Release form, then the distribution per share will increase accordingly. Upon final approval of the Settlement, the Action will be dismissed with prejudice and the Plaintiffs and each Class member will forever release and be barred and enjoined from asserting the Released Claims against the Released Persons. The Released Claims are defined in the Settlement Agreement as any and all claims, rights, demands, causes of action, losses or liabilities whatsoever, suits, matters and issues of any kind whatsoever, whether arising under any state or federal statutory, regulatory or common law or otherwise, including those known and unknown, asserted or unasserted, contingent or absolute, suspected or unsuspected, or matured or unmatured, that have been, or in the future could be asserted in any forum by the members of the Class, individually, as a class or on behalf of the Partnerships (except claims arising from any breach of the terms of the Settlement Agreement as defined in 1.20 against the Released Persons in connection with or which arise out of or relate in any way (whether directly or indirectly to the allegations, transactions or facts in any of Plaintiffs complaints filed in the Action. Released Persons are defined as: (i each and all of the Defendants, and their respective predecessors, successors, parents, subsidiaries, divisions, affiliates and related entities; (ii each of the foregoing persons or entities respective past or present directors, officers, employees, partners, members, principals, trustees, shareholders, insurers, co-insurers, reinsurers, attorneys, accountants, auditors, consultants, investment bankers, advisors, personal representatives, affiliates, predecessors, successors, parents, subsidiaries, divisions, assigns, spouses, heirs, executors, administrators, associates, and related or affiliated entities; and (iii any members of the foregoing persons immediate families, or any trust of which any of the foregoing persons is the settlor or which is for the benefit of any of the foregoing persons and/or member(s of his or her family. Upon the Court s final approval of the Settlement, all Class

10 members (other than any who duly exclude themselves from the Class will be bound by these and all other Orders and Judgments entered by the Court in this Action. Upon final approval of the Settlement, each Class member will expressly waive and relinquish to the fullest extent permitted by law any and all rights, and benefits which he, she or it may have under Section 1542 of the California Civil Code or any other state or federal common law principle of similar effect. Section 1542 provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Notwithstanding that each Class member may hereafter discover facts in addition to or different from those that he, she or it knows or believes to be true with respect to the Released Claims, if the Settlement is approved, each Class member will fully and forever settle and release any and all such claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exists, or heretofore have existed with respect to the Released Claims upon any theory of law or equity, including, but not limited to, conduct which is negligent, intentional, with or without malice, or breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. VI. ATTORNEYS FEES AND EXPENSES Plaintiffs Counsel intend to apply to the Court to be awarded 30% of the Settlement Amount (which amounts to $1,950,000 as legal fees plus reimbursement of expenses not to exceed $210,000 plus a distribution of $5,000 each to Plaintiffs Robert L. Lewis and the Madison LLCs (with the Madison LLCs considered as one entity for this purpose. As the basis for this application, Plaintiffs Counsel contend that they should receive fees that amount to a reasonable percentage of the recovery that they have obtained for the Class as compensation for Counsel s time and risk in prosecuting the Action on a contingent fee basis and that the named Plaintiffs should be compensated for their time and expenses in appearing for deposition and providing discovery. Defendants have agreed to take no position on this application.

11 VII. THE FAIRNESS HEARING AND YOUR RIGHT TO OPT OUT OR OBJECT A Fairness Hearing will be held on March 23, 2004, at 10:00 a.m. in Courtroom CX105, at the Orange County Superior Court, Central Justice Center, 751 West Santa Ana Boulevard, Santa Ana, California, to determine (i whether the proposed settlement is fair, adequate, and reasonable and should be approved by the Court; (ii whether the Action should be dismissed with prejudice pursuant to the terms of the Settlement Agreement; (iii whether the application of Plaintiffs Counsel for an award of attorneys fees and reimbursement of expenses including a distribution to the named Plaintiffs should be approved; and (iv such other matters as may properly come before the Court with respect to the Settlement Agreement. TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU MUST TIMELY COMPLETE AND RETURN THE PROOF OF CLAIM AND RELEASE FORM THAT ACCOMPANIES THIS NOTICE. THE PROOF OF CLAIM AND RELEASE MUST BE POSTMARKED ON OR BEFORE APRIL 5, 2004, and delivered to the Claims Administrator at the address below. Unless the Court orders otherwise, if you do not timely submit a Proof of Claim, you will be barred from receiving any payment from the Net Settlement Fund, but will in all other aspects be bound by the provisions of the Settlement Agreement and Final Judgment. American Spectrum Roll-Up Litigation The Garden City Group Claims Administrator P.O. Box 9388 Garden City, New York Any Class member may appear at the hearing in person or through counsel and may be heard in support of, or in opposition to, the fairness, reasonableness, and adequacy of the settlement and the payment of fees and expenses for Class Counsel and award to Class Representatives. You may appear and/or comment, or hire an individual attorney, at your own expense, to appear and/or comment on your behalf, on the fairness, adequacy and reasonableness of the Settlement or the award of attorneys fees, expenses and award to the Class Representative, but you are not required to appear. Any Class member who is satisfied with the

12 proposed settlement need not appear at the hearing or submit any comments. If you choose to retain your own counsel or otherwise to comment and/or appear, you will be responsible for the expenses incurred as a result of that representation, including attorneys fees and costs. If you are represented separately by your own attorney, any claims by that attorney to a portion of the Settlement proceeds ultimately distributable to you will depend upon the terms of your agreement with your attorney. The Action has been certified as a class action. If the Settlement is approved, as a member of the Class, you will be bound by the Court s orders and judgments in this case, including the Order and Final Judgment. For purposes of this Settlement, you are represented by Class Counsel. You have the right to exclude yourself from the Class and not be bound by the terms of this Settlement. Any Class member who chooses to be excluded from the Class ( Opt Out must serve and file a written notice of election to be excluded from the Class specifying the name, address, and number of ASR shares or the principal value of the Notes issued to the Class member. All Opt Outs to be effective must be served upon Counsel for Plaintiffs and the Class and Counsel for Defendants and received by March 8, 2004 in order to be considered timely: Counsel for Plaintiffs and the Class: Betsy C. Manifold Wolf Haldenstein Adler Freeman & Herz LLP Symphony Towers 750 B Street, Suite 2770 San Diego, CA Counsel for Defendants: Andra Barmash Greene Irell & Manella LLP 840 Newport Center Dr., #400 Newport Beach, CA Any Class member who wishes to appear and be heard at the Fairness Hearing must serve and file a notice of intention to appear specifying the name, address, and number of shares of ASR or the principal value of the Notes issued to the Class member, together with a written summary of the comments and/or objections the Class member intends to make and a copy of all evidence which the Class member wishes to present. All such notices and materials to be

13 effective must be served and filed as follows and must be received by March 8, 2004 ( Objections in order to be considered timely: Clerk of the Court: Superior Court of California Orange County Central Justice Center 751 West Santa Ana Blvd. Santa Ana, California Re: Case No. O1 CC Counsel for Plaintiffs and the Class: Betsy C. Manifold Wolf Haldenstein Adler Freeman & Herz LLP Symphony Towers 750 B Street, Suite 2770 San Diego, CA Counsel for Defendants: Andra Barmash Greene Irell & Manella LLP 840 Newport Center Dr., #400 Newport Beach, CA ANY CLASS MEMBER WHO DOES NOT TIMELY SERVE AND FILE HIS, HER OR ITS NOTICE AND MATERIALS BY MARCH 8, 2004: (1 SHALL BE DEEMED TO HAVE WAIVED FOREVER HIS, HER OR ITS RIGHT TO BE EXCLUDED FROM THE CLASS; (2 SHALL BE DEEMED TO HAVE WAIVED FOREVER ANY AND ALL OBJECTIONS TO THE PROPOSED SETTLEMENT AND AWARD OF ATTORNEYS FEES, EXPENSES AND AWARD TO CLASS REPRESENTATIVES; (3 WILL NOT BE PERMITTED TO APPEAR AT THE FAIRNESS HEARING; AND (4 WILL FOREVER BE BOUND BY THE SETTLEMENT, IF APPROVED, AND ANY ORDERS OF THE COURT, INCLUDING THE ORDER AND FINAL JUDGMENT. VIII. FURTHER INFORMATION AVAILABLE This Notice contains a summary of the settlement and is not intended, and should not be construed as, a complete statement of the proposed settlement. Any questions you may have about this Notice should not be made to the Court but should instead be directed to Class Counsel at the following address: Betsy C. Manifold Wolf Haldenstein Adler Freeman & Herz LLP Symphony Towers 750 B Street, Suite 2770 San Diego, CA Telephone: 619/ Certain of the pleadings and other papers filed in this action are also available for inspection at the Clerk s Office of the Superior Court of California at the following address:

14 DATED: February 5, 2004 Superior Court of California Orange County Central Justice Center 751 West Santa Ana Blvd. Santa Ana, California Re: Case No. O1 CC 00394

15 SUPERIOR COURT OF THE STATE OF CALIFORNIA ORANGE COUNTY, CENTRAL JUSTICE CENTER ROBERT L. LEWIS, MADISON LIQUIDITY INVESTORS 103 LLC, and MADISON LIQUIDITY INVESTORS 112 LLC, on behalf of themselves and all others similarly situated, v. Plaintiffs, AMERICAN SPECTRUM REALTY, INC., CGS REAL ESTATE COMPANY, INC., WILLIAM J. CARDEN, JOHN N. GALARDI, AND S-P PROPERTIES, INC., Defendant(s. CASE NO. O1 CC PROOF OF CLAIM AND RELEASE TO: THE LIMITED PARTNERS OF SIERRA PACIFIC DEVELOPMENT FUND; SIERRA PACIFIC DEVELOPMENT FUND II; SIERRA PACIFIC DEVELOPMENT FUND III; SIERRA PACIFIC INSTITUTIONAL PROPERTIES V; SIERRA PACIFIC PENSION INVESTORS 84; NOONEY INCOME FUND LTD., L.P.; NOONEY INCOME FUND LTD. II, L.P.; AND NOONEY REAL PROPERTY INVESTORS TWO, L.P. (COLLECTIVELY, THE PARTNERSHIPS AS OF AUGUST 16, 2001 (THE CLASS : IF YOU ARE A MEMBER OF THE CLASS, YOU MAY BE ELIGIBLE TO PARTICIPATE IN THE PROPOSED SETTLEMENT OF THIS LITIGATION AS DESCRIBED IN THE NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION AND SETTLEMENT HEARING WHICH IS ENCLOSED HEREWITH AND WHICH YOU ARE URGED TO READ. IN ORDER TO RECEIVE ANY PAYMENTS TO WHICH YOU MAY BE ENTITLED AS A CLASS MEMBER, YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND

16 RELEASE FORM AND MAIL IT PREPAID, FIRST-CLASS MAIL, POSTMARKED NO LATER THAN APRIL 5, 2004, TO THE FOLLOWING ADDRESS: American Spectrum Roll-Up Litigation The Garden City Group Claims Administrator P.O. Box 9388 Garden City, New York [TO BE PRE-PRINTED:] Name of Claimant(s: Address: City: State: Zip Code: Number of Shares of American Spectrum Received Pursuant to the Roll-Up: (OR Principal Value of Note Issued: City: State: Zip Code: NOTE: 1. If your address has changed, please draw a line through the printed address and write your new address above it. 2. If you believe the number of shares or the principal value of the Note issued printed above to be incorrect, please draw a line through that number, write in the correct number, and enclose a copy of your American Spectrum stock certificate showing the number of shares received or a copy of the Note issued pursuant to the Roll-Up. If you do not enclose such proof, you will receive Settlement proceeds based upon the pre-printed number.

17 By submitting this Proof of Claim, I state that I believe in good faith that: (a I am a member of the Class as defined in the Notice, or am acting for such person; (b I have read and understood the contents of the Notice; (c I am not, and am not acting for, any defendant or any person, firm, trust corporation or other entity related to, owned in whole or in part by, or affiliated with any defendant; (d I have not filed a Request for Exclusion (as defined in the Notice seeking to be excluded from the Class; and (e I desire to participate in the proposed Settlement described in the Notice. I understand that the information contained in this Proof of Claim and Release is subject to such verification as the Court may direct and I agree to cooperate in any such verification. I further agree and understand that if the proposed Settlement is approved by the Court and becomes effective, all of the Released Claims as defined in the Notice against persons defined as Released Persons in the Notice will be released and discharged forever. Date Date Signature of Claimant Signature of Joint-Owner Claimant (if any If the claimant is other than an individual, or if the claimant is not the person completing and signing this form, the following must also be provided: Name of Person Signing Capacity of Person Signing (Executor, President, etc. Address and Telephone Number of Person Signing THIS PROOF OF CLAIM AND RELEASE MUST BE SUBMITTED BY PREPAID FIRST CLASS MAIL POSTMARKED NO LATER THAN APRIL 5, 2004 TO: American Spectrum Roll-Up Litigation The Garden City Group Claims Administrator P.O. Box 9388 Garden City, New York AMERICAN SPEC: #9867