AGREEMENT AND INSTRUMENT OF
ASSIGNMENT AND ASSUMPTION
Dated as of May 31, 1997
The parties to this agreement and instrument of assignment and
assumption (the "Agreement") are Presidio AGP Corp., a Delaware
corporation ("AGP"), and Pembroke AGP LLC, a Nevada limited
liability company (the "Purchaser").This Agreement is one of the
Other Agreements referred to in the agreement and instrument of
assignment and assumption dated as of this date among Resources
High Cash, Inc., a Delaware corporation ("RHCI"), AGP, the LP and
Pembroke HCP LLC, a Nevada limited liability company ("Pembroke")
(the "Main Agreement").
Unless the context otherwise requires, each capitalized term
used and not defined in this Agreement has the meaning given it in
the Main Agreement.AGP hereby sells, assigns, conveys and transfers
to the Purchaser, free and clear of any Lien, all its right, title
and interest in all the Assets pertaining to AGP's interest as
associate general partner in the Partnership (excluding those
specifically sold, assigned, conveyed and transferred pursuant to
another Other Agreement) and all books and records relating
thereto.
In consideration for the sale, assignment, conveyance and
transfer being effected hereunder, the Purchaser is hereby (a)
paying AGP by wire transfer of immediately available funds $430 and
(b) agreeing to assume, and to pay, perform and discharge, and
indemnify and hold each Old GP and the LP harmless from and
against, the Assumed Obligations. Except for the Assumed
Obligations, the Purchaser is not assuming any liabilities,
obligations or commitments (contingent or otherwise) of the Old
GPs, the LP or any of their affiliates, including, without
limitation, those incurred in connection with the Old GPs serving
as general partners of the Partnership on or prior to the date of
this Agreement, from and against which liabilities, obligations or
commitments (contingent or otherwise) of the Old GPs or any of
their affiliates the Purchaser and its managers, members,
successors, assigns, representatives and affiliates will be
indemnified and held harmless by the Old GPs pursuant to section 4
of the Main Agreement.The agreements of Pembroke in sections 3, 4
and 5 of the Main Agreement are incorporated by reference into this
Agreement as agreements of the Purchaser, mutatis mutandis.
PRESIDIO AGP CORP.
By:__________________________
PEMBROKE AGP LLC
By:__________________________