SECURITY DEPOSIT ASSIGNMENT

                        This SECURITY DEPOSIT ASSIGNMENT is executed as of the _____ day of __________, _____ by                               , a(n) _________________ corporation, (address)                                       (the "Assignor") in favor of                                          , (address) (the "Assignee").

Recitals:

            A.            The Assignee and the Assignor are parties to that certain Settlement Agreement dated ___________________, ____ among the Assignor and the Assignee (the "Settlement Agreement").  In connection with the Settlement Agreement, the Assignor is transferring title to the real property legally described on Exhibit "1" attached hereto to the Assignee (the "Property").

            B.            The Assignee has entered into certain leases as the Landlord (the "Leases") with respect to the Property.  The Leases are described on Exhibit "2" attached hereto.  In connection with each of the Leases, the Assignee obtained and received a security deposit from the tenant under said leases (the "Security Deposits").  The original amounts of the Security Deposits and the current balance of the Security Deposits are set forth on Exhibit "2" opposite the corresponding Lease for which the Security Deposit was provided.

            C.            Under the terms of the Settlement Agreement the Assignor has agreed to assign, sell and convey to the Assignee all of the Assignor's right, title and interest in the Security Deposits.

Agreements:

                        FOR VALUE RECEIVED, receipt and sufficiency of which is hereby acknowledged, Assignor, as the lessor under the Leases does hereby assign, transfer and convey unto the said Assignee all of its right, title and interest in the Security Deposits described in Exhibit "2", it being the intention hereby to establish an absolute transfer and assignment of all of the foregoing to Assignee.

                        Assignor does hereby tender to the Assignee a cashiers check in the sum of                         and   /100THS DOLLARS ($             ), which represents the full amount of the Security Deposits for the Leases.

                        Assignor does hereby represent and warrant that the original amounts of the Security Deposits and the current balances thereof set forth on Exhibit "2" are true, correct and accurate. In this regard, the Assignor does hereby agree to indemnify and hold harmless the Assignee from and against, and shall reimburse Assignee for, any and all claims, demands, actions, damages, judgments, liabilities, losses, costs and expenses (including without limitation, attorneys fees and court costs) which may be imposed upon, incurred by or asserted against the Assignee or the Assignee's interest in the Property by reason of the untruthfulness of the foregoing representation and warranty regarding the original amount and current balance of the Security Deposits for each of the Leases.

                        In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Security Deposit Assignment or the breach thereof by either of them, which shall result in litigation before any court, the prevailing parties shall be entitled to recover from the losing party, in addition to any other relief to which it is entitled, its reasonable attorneys' fees, expenses and costs.  The parties hereby agree that the court shall have the authority and jurisdiction to fix, and shall fix, such attorneys' fees, expenses and costs and shall include the same in any judgment rendered therein.

                        IN WITNESS WHEREOF, the parties have executed this Security Deposit Assignment this       day of                     , ____.

ASSIGNOR:

                                                            By:                                                                                                

                                                                        Its:

ASSIGNEE:

                                                            By:                                                                             

                                                                                     

                                                                        Its: