Assignment and Assumption of Leases with Schedules

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					    ASSIGNMENT AND ASSUMPTION OF

                                          LEASES
               THIS ASSIGNMENT is made this ______ day of _____________, 2006,
between SEQUOIA PROPERTIES LLC, a Colorado limited liability limited partnership
(“Assignor”), and ABC Investments, LLC, a Colorado limited liability company (“Assignee”),
who agree as follows:

               1.       Assignment and Assumption. For good and valuable consideration
including, without limitation, the terms and conditions of that certain Purchase and Sale
Agreement, dated _______, 2006, between Assignor and ABC Investments, LLC (the “Purchase
Agreement”), effective as of the Effective Date (as hereinafter defined), (a) Assignor assigns to
Assignee all right, title and interest of lessor in the Leases described on the attached Schedule 1
(the “Leases”), and (b) Assignee accepts the assignment and hereby assumes and agrees to
perform, as a direct obligation to the tenant under the Leases all the obligations and liabilities of
Assignor as lessor under the Leases to be performed from and after the Effective Date (as
defined below), together with any and all obligations with respect to the repayment or credit for
any security deposits under such Leases to the extent transferred to Assignee under the Purchase
Agreement.
               2.       Effective Date. This Assignment shall be deemed effective on the date of
Closing (as defined in the Purchase Agreement) (“Effective Date”).

               3.      Indemnification.

                       (a)     Assignee hereby agrees to indemnify, defend and hold harmless
Assignor and Assignor’s employees, partners, members, subsidiaries, parents, affiliates,
shareholders, officers, directors, attorneys, agents, managers, investment advisors, asset
managers, and all of their predecessors, successors and assigns, from and against all liabilities,
claims, losses, actions, damages, fines, costs (including, without limitation, attorneys’ fees and
costs, including on appeal), expenses, causes of action and demands, arising out of or in any way
connected with (i) Assignee’s failure to perform the lessor’s obligations under the Leases to the
extent that such obligations are to be performed from and after the Effective Date, or (ii) any
claims for security deposits by any of the tenants to the extent transferred or credited to Assignee
under the Purchase Agreement, or (iii) Assignee’s breach of any of its obligations under this
Assignment.

                       (b)     Assignor hereby agrees to indemnify, defend and hold harmless
Assignee and Assignee’s employees, partners, members, subsidiaries, parents, affiliates,
shareholders, officers, directors, attorneys, agents, managers, asset managers, and all of their
predecessors, successors and assigns, from and against all liabilities, claims, losses, actions,
damages, fines, costs (including, without limitation, attorneys’ fees and costs, including on
appeal), expenses, causes of action and demands, arising out of or in any way connected with (i)
Assignor’s failure to perform the lesso
				
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Description: Assignment and Assumption of Leases with Schedules an agreement acknowledging the assignment assumption of existing leases, from a seller to a buyer during the sale of a commercial property. Includes a schedule of leases. Pages: 5
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PARTNER Ted  Prosser
L. Ted Prosser, MANAGING PARTNER Landmark Asset Management Inc, Sequoia Properties, LLLP, Sequoia Equity Partners Ted has been involved in commercial real estate development and construction since 1977. His experience includes developing office parks and ski resorts in Colorado, as well as historic renovation around the country. He has completed over one million square feet commercial office and historic renovations including a large part of downtown Asheville. He is the President and Founder of Landmark Asset Management and the Managing Partner of Sequoia Properties, LLLP and Sequoia Equity Partners. He is a graduate of the University of Georgia and Cornell Advanced Investments and Valuations Program. He is a Certified Commercial Investment Member Candidate (CCIM) having completed all of the required coarse work. Ted is also a US Coast Guard licensed Boat Captain Cell and Voice Mail 828 242-4722 E-mail: tedpro@landmarkam.com