ASSIGNMENT AND ASSUMPTION OF LEASES AND SUBLEASES For Ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, Angeles Partners XIV, a California limited partnership, (the "Assignor") hereby transfers, conveys and assigns unto ABMD, LTD., an Ohio limited liability company, (the "Assignee") all of the right, title and interest of the Assignor in and to all tenant leases and subleases currently in force and effect between the Assignor and tenants of that certain office building being sold by Assignor to Assignee as of the date hereof located at 6680 Poe Avenue, Vandalia, Ohio, commonly known as Park Center II, a brief description of which leases and subleases is set forth on Exhibit "A" attached hereto and incorporated herein by reference (the "Leases/Subleases"). Assignee hereby assumes the obligations of Assignor under the Leases/Subleases being transferred herein. IN WITNESS WHEREOF, the Assignor and Assignee have executed the within Assignment and Assumption of Leases and Subleases effective as of this day of July, 1996. ASSIGNOR: ANGELES PARTNERS XIV, a California limited partnership By: Angeles Realty Corporation II, a California corporation (General Partner) ATTEST: /s/Kelley M. Buechler By: /s/Robert D. Long, Jr. Its: Vice President ASSIGNEE: ABMD, LTD., an Ohio limited liability company By: