EXHIBIT 10.13
                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS AGREEMENT is made as of the 27th day of March, 1997 by and between
METRIC REALTY,  an Illinois general  partnership  having its principal office at
One California Street, San Francisco,  California  ("Assignor"),  and SSR REALTY
ADVISORS,  INC., a Delaware corporation having its principal office at One North
Broadway, Suite 500, White Plains, NY 10601 ("Assignee").

                                    RECITALS

         Assignor  has entered  into an Advisory  Agreement  dated June 29, 1989
between Assignor and Metric Income Trust Series, Inc., a California  corporation
("MITS"), as amended (hereinafter referred to as the "Advisory Agreement").

         The parties  hereto  desire that  responsibility  for the  advisory and
other services provided by Assignor for MITS pursuant to the Advisory  Agreement
be assumed by  Assignee,  which  pursuant  to a merger will become the parent of
Assignor on April 1, 1997,  and that all rights of Assignor  under the  Advisory
Agreement be assigned to Assignee, as of March 27, 1997.

         NOW,  THEREFORE,  in  consideration  of the mutual  covenants set forth
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties mutually agree as follows:

         1. Assignor hereby sells, assigns,  transfers, sets over and conveys to
Assignee,  all of  Assignor's  right,  title and  interest  in, to and under the
Advisory  Agreement,  to have and to hold the same,  together  with all  rights,
privileges and  appurtenances  thereunto  belonging or  appertaining or held and
enjoyed therewith,  unto Assignee, for and during the full unexpired term of the
Advisory Agreement, subject to the terms, covenants, obligations, and conditions
contained in the Advisory Agreement.

         2.  Assignee  hereby  agrees to and  accepts  such  assignment  and, in
addition,  expressly assumes and agrees to keep,  perform and fulfill all of the
terms, covenants, obligations, and conditions required to be kept, performed and
fulfilled by Assignor  under or with  respect to the  Advisory  Agreement to the
extent accruing from and after the date hereof.  To the extent permitted by law,
Assignee further agrees to protect, indemnify, defend and hold harmless Assignor
from and against any and all claims,  liability,  loss, cost, damage and expense
(including  reasonable attorneys' fees and costs) directly or indirectly arising
out of or  related  to any breach or  default  in  Assignee's  obligations  with
respect to the Advisory Agreement arising from and after the date hereof. To the
extent permitted by law, Assignor agrees to protect,  indemnify, defend and hold
harmless  Assignee from and against any and all claims,  liability,  loss, cost,
damage and expense (including  reasonable attorneys' fees and costs) directly or
indirectly  arising  out of or related  to any  breach or default in  Assignor's
obligations  with respect to the Advisory  Agreement  arising  prior to the date
hereof.

         3. The provisions of this Assignment and Assumption  Agreement shall be
binding  upon and  inure to the  benefit  of  Assignor  and  Assignee  and their
respective successors and assigns.

         4. This Assignment and Assumption Agreement shall be subject to consent
by MITS.

         IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
and Assumption  Agreement as of the date first set forth above,  to be effective
as of such date.

<TABLE>
<CAPTION>
<S>                                                      <C>
ASSIGNOR:                                                ASSIGNEE:
METRIC REALTY                                            SSR REALTY ADVISORS, INC.,
an Illinois general partnership                          a Delaware corporation

By:  Metric Realty Corp., a Delaware corporation,        By:  /s/ Thomas P. Lydon, Jr.
     its managing partner                                     Thomas P. Lydon, Jr.
                                                              President and Chief Executive Officer
By:  /s/ Robert A. Fiddaman
     Robert A. Fiddaman
     President and Chief Executive Officer

</TABLE>

<PAGE>


                                     CONSENT

The  undersigned,  in  accordance  with  Section 20 of the  Advisory  Agreement,
consents to this Assignment and Assumption Agreement.


Dated:      March 27, 1997               Metric Income Trust Series, Inc.,
         -------------------             a California corporation
                                              


                                         By:       /s/ Kevin M. Howley
                                            ------------------------------------
                                                        Signature

                                                      Kevin M. Howley
                                            ------------------------------------
                                                        Print Name

                                           President and Chief Executive Officer
                                            ------------------------------------
                                                          Title


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