ASSIGNMENT AND ASSUMPTION OF

                          LEASES AND SECURITY DEPOSITS





         THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS (this

"Assignment") is executed as of this _____ day of November, 2002, by CONNECTICUT

GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), and

CEDAR-CAMP HILL, LLC, a Delaware limited liability company ("Purchaser").



         Purchaser is this day purchasing from Seller and Seller is conveying to

Purchaser the real property described on Exhibit A attached hereto and made a

part hereof together with all improvements thereon and appurtenances thereto

(herein called the "Property"). The Property is occupied by various tenants

(herein called the "Tenants") claiming under written space leases listed and

described on Exhibit B attached hereto and made a part hereof (the "Leases").

Seller has required certain of the Tenants to pay and has collected from such

Tenants a security or other deposit, a list of which deposits and the Tenants

from whom the deposits were collected being set forth on Exhibit B attached

hereto and made a part hereof (herein the total of all such deposits are

referred to as the "Security Deposits"). Seller desires to transfer and assign

all of Seller's right, title and interest in and to: (i) the Leases and (ii) the

Security Deposits.



         NOW, THEREFORE in consideration of Ten Dollars ($10.00) and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, Seller hereby transfers and assigns to Purchaser, effective as of

the date hereof, all right, title and interest of Seller in and to: (i) the

Leases (including, without limitation, all rights of Seller as landlord in

connection with and respecting any and all claims against tenants in bankruptcy

and any and all landlord rights to vote in connection therewith), and (ii) the

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