Exhibit 10



Exhibit
10.2

 

ASSIGNMENT AND
ASSUMPTION AGREEMENT

 

This Assignment and Assumption
Agreement (the "Agreement") is made as of February 16, 2011 (the "Effective
Date"), by and between Real Estate Associates Limited V, a California limited
partnership ("Assignor"); Randel Corporation, a Nevada corporation, or its
nominee ("Assignee"); and Dennis D. Curran, an individual (the "Operating
General Partner"), GVP, Inc., a Montana corporation ("GVP" and together with the
Operating General Partner, each a "General Partner" and, collectively, the
"General Partners") (each of the foregoing is hereinafter sometimes referred to
as a "Party" and, as the context requires, any two or more, collectively,
"Parties"), with reference to the following:

 

 

A.        
Grandview Place Limited Partnership (the "Partnership") was formed as
a
limited partnership under the laws of the State of Montana and is being
governed pursuant to an Amended and Restated Agreement and Certificate of
Limited Partnership, dated as of September 24, 1982, as amended by the First
Amendment Amended and Restated Agreement and Certificate of Limited Partnership,
also dated as of September 24, 1982 (collectively, the "Amended Partnership
Agreement") (any capitalized word or phrase used but not defined herein shall
have the meaning set forth in the Amended Partnership Agreement).

 

B.        
The Operating General Partner is the "Operating General Partner" of the
Partnership, GVP is a "General Partner" of the Partnership and Assignor is the
"Limited Partner" of the Partnership.

 

C.        
Assignor has agreed to assign all of its limited partnership interest in
the
Partnership to Assignee and withdraw from the Partnership, Assignee has
agreed to acquire such interest and the General Partners have consented to such
assignment and assumption, all pursuant to the terms of this
Agreement.

 

NOW THEREFORE, in consideration of
the mutual promises and for such other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:

 

1.        
Assignment and Assumption.

 

1.1       
Effective as of the "Closing" (as hereinafter defined):

 

(a)       
Assignor shall assign to Assignee 100% of Assignor's interest in the
Partnership, including, without limitation, Profits, Losses, Cash from
Operations, Net Refinancing Cash, surplus cash resulting from Disposition or
Partial Disposition of Partnership Property, all other Partnership assets, and
all rights to any fees, loan repayments and reimbursements (collectively, the
"Interest), and

 

(b)       
Assignee shall assume and shall thereafter perform all of the
obligations of
Assignor under the Partnership Agreement.

 

1.2       
In consideration of Assignor's assignment of the Interest at the Closing,
Assignee shall pay to Assignor, in cash, an amount (the "Payment") equal to
$25,000 payable $100.00 (the "Deposit') upon the execution of this Agreement
and.the balance, $24,900, at the Closing. The Payment shall be treated as a
direct acquisition of the Interest. Assignor covenants and agrees that such sum
shall be received in full satisfaction of all obligations and liabilities due
such Assignor in connection with or in any manner arising out of the
Partnership, the Project or any other assets owned by the Partnership. The
Payment shall be made by federal funds wired pursuant to instructions from
Assignor.

 

1.3       
In addition to the Payment, the General Partners covenant that they shall cause
the Partnership to distribute to the Withdrawing Limited Partner full amount of
the distribution of Cash from Operations for 2010 due the Withdrawing Limited
Partner pursuant to Section 4.2 of the Partnership Agreement, to the extent such
distribution has not already been made to the Withdrawing Limited Partner (the
"Distribution"). The Distribution shall be made to the Withdrawing Limited
Partner at Closing or promptly as the amount of the Distribution has been
determined by the Partnership accountants, whichever shall occur
later.

 

2.        
Closing.

 

2.1       
The closing of the transactions contemplated by this Agreement (the "Closing")
shall occur no later than June 30, 2011 (the "Closing Date"). In the event the
Closing does not occur on or before the Closing Date, this Agreement shall
terminate automatically without the necessity of any further action on the part
of any of the Parties, unless the Parties otherwise agree in writing, and in
such event the Deposit shall be refunded to Assignee.

 

2.2       
At the Closing:

 

(a)       
As provided in Section 1.2, Assignee shall pay the balance of the
Payment
and, as provided in Section 1.3, the General Partners shall cause the
Partnership to pay Assignor the Distribution; and

 

(b)       
Assignor, Assignee and the General Partners shall execute and
exchange
countersigned counterparts of the Second Amendment to Amended and Restated
Agreement and Certificate of Limited Partnership of the Partnership in the form
attached hereto as Exhibit A (the "Amendment").

 

3.        
Representations, Warranties and Covenants.

 

           
3.1        As a material inducement to
Assignee entering into this Agreement,

Assignor hereby represents and
warrants to Assignee the following are true and correct as of the Effective
Date, shall be true and correct as of the Closing Date, and shall survive the
Closing and the withdrawal of Assignor from the Partnership:

 

(a)       
Assignor is the owner of the Interest and the Interest is not subject
to any
lien, pledge or encumbrance of any nature whatsoever and Assignee shall acquire
the same free of any rights or claims thereto by any other party claiming by,
through or under Assignor.

 

(b)       
The execution and delivery of this Agreement by Assignor and the
performance
of the transactions contemplated herein have been duly authorized by all
requisite corporate and partnership proceedings and, assuming the due and proper
execution and delivery by Assignee and the General Partner, this Assignment is
binding upon and enforceable against Assignor in accordance with its
terms.

           


3.2       
As a material inducement to Assignor entering into this Agreement, Assignee
hereby represents and warrants to Assignor the following are true and correct as
of the Effective Date, shall be true and correct as of the Closing Date, and
shall survive the Closing and the withdrawal of Assignor from the
Partnership:

 

(a)       
The execution and delivery of this Agreement by Assignee and the
performance
of the transactions contemplated herein have been duly authorized by all
requisite corporate and partnership proceedings.

 

(b)       
Assuming the due and proper execution and delivery by Assignor,
this
Assignment is binding upon and enforceable against Assignee in accordance with
its terms.

 

(c)       
No proceeding before any federal, state, municipal or other
governmental
department, commission, board or agency is pending against Assignee or, to the
knowledge of Assignee, threatened against Assignee pursuant to which an
unfavorable judgment would restrain, prohibit, invalidate, set aside, rescind,
prevent or make unlawful this Agreement or the transactions contemplated
hereunder, nor does Assignee know of any reason to believe any such proceeding
will be instituted.

 

(d)       
Assignee has incurred no obligation or liability, contingent or
otherwise,
for brokerage or finders' fees or agents' commissions or other similar payment
in connection with this Agreement.

 

(e)       
Assignee is aware of the restrictions on transfer or encumbrance
of the
Interest under the Partnership Agreement, as well as the transfer restrictions
imposed by the' Securities Act of 1933, as amended, and applicable state
securities laws (the "Securities Laws"). Assignee is able to bear the economic
risk of its investment in the Interest, is aware that it must hold the Interest
for an indefinite period and that the Interest has not been registered under the
applicable Securities Laws and may not be sold or otherwise transferred unless
permitted by the terms of the Partnership Agreement and the Interest is
registered, or an exemption from the registration requirements is available with
respect thereto, under the Securities Laws. Assignee is acquiring the Interest
for its own account and not with a view to resell, transfer or otherwise dispose
thereof.

 

(f)        
Assignee is an Affiliate of the General Partners and, knows, therefore, at least
as much about the Partnership as Assignor. Assignee is experienced in financial
transactions such as ownership of the Interest and understands the business and
operations of the Partnership. Assignee has had an opportunity to ask questions
about and seek information about the Partnership, and has not relied upon any
express or implied representations or warranties from Assignor with regard to
the Interest or the Partnership, except as expressly provided herein.

 

3.3       
As a.material inducement to Assignor entering into this Agreement:

 

(a)       
Each General Partner represents and warrants to Assignor that (i) the execution
and delivery of this Agreement by the General Partner and its performance of the
transactions contemplated herein have been duly authorized by all requisite
corporate proceedings, and (ii) assuming the due and proper execution and
delivery by Assignor, this Assignment is binding upon and enforceable against
the General Partner in accordance with its terms. The foregoing representations
and warranties are true and correct as of the Effective Date, shall be true and
correct as of the Closing Date, and shall survive the Closing and the withdrawal
of Assignor from the Partnership; and




(b)       
The General Partners covenant to Assignor that on or before Closing, the
Partnership will have obtained all necessary consents and approvals for the
transactions contemplated by this Agreement, including, but not limited to, the
consents, to the extent required, of the holders of all Mortgages and of all
Governmental Agencies.

 

3.4       
Except as expressly provided in this Section 3, no Party has made any other
representation or warranty concerning the Interest, the Partnership or any other
matter.

 

4.        
Miscellaneous. All notices, demands, requests and other communications required
pursuant to the provisions of this Agreement ("Notice") shall be in writing and
shall be deemed to have been properly given or served for all purposes (i) if
sent by Federal Express or any other nationally recognized overnight carrier for
next business day delivery, on the first business day following deposit of such
Notice with such carrier, or (ii) if personally delivered, on the actual date of
delivery or (iii) if sent by certified mail, return receipt requested postage
prepaid, on the fifth (5th) business day following the date of mailing addressed
as follows:

 

4.1       
If to Assignor:

 

c/o National Partnership Investments
Corp.

6701 Center Drive, Suite
520

Los Angeles, California 90045

Attention: Asset
Management

 

with a copy to:

 

Law Offices of Peter H. Alpert,
Inc.

601 S. Figueroa Street, Suite
2330

Attention: Peter H.
Alpert

Los Angeles, CA 90017

 

4.2       
If to Assignee:

 

c/o Randel Corporation

2310 Sherman Place

Las Vegas, NV 89102

Attention: William F. Curran,
President

 

4.3       
If to the General Partners:

 

c/o Dennis Curran

2310 Sherman Place

Las Vegas, NV 89102

 

Any of the Parties may designate a
change of address by Notice in writing to the other Parties. Whenever in this
Agreement the giving of Notice by mail or otherwise is required, the giving of
such Notice may be waived in writing by the person or persons entitled to
receive such Notice.

 

4.4       
If any provision of this Agreement is held to be illegal, invalid, or
unenforceable under present or future laws, such provision shall be fully
severable. This
Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision
had never comprised a part of this
Agreement, and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this
Agreement.




 

           
4.5        This Agreement may be signed in
any number of counterparts, each of which shall be an original for all purposes,
but all of which taken together shall constitute only one agreement. The
production of any executed counterpart of this Agreement shall be sufficient for
all purposes without producing or accounting for any other counterpart
thereof.

 

           
4.6        This Agreement shall be binding
upon and inure to the benefit of the heirs, executors, administrators, legal
representatives and permitted successors and assigns of the Parties hereto. This
Agreement shall be interpreted in accordance with the laws of the state in which
the Project is located.

 

           
4.7        Nothing herein shall be construed
to be for the benefit of or enforceable by any third party including, but not
limited to any creditor of Assignor.

 

           
4.8        The Parties shall execute and
deliver such further instruments and do such further acts and things as may be
required to carry out the intent and purposes of this Agreement.

 

           
4.9        All article and section titles or
captions contained in this Agreement are for convenience only and shall not be
deemed part of the text of this Agreement.

 

4.10 In the event that any court or
arbitration proceedings is brought under or in connection with this Agreement,
the prevailing party in such proceeding (whether at trial or on appeal) shall be
entitled to recover from the other party all costs, expenses, and reasonable
attorneys' fees incident to any such proceeding. The term "prevailing party" as
used herein shall mean the party in whose favor the final judgment or award is
entered in any such judicial or arbitration proceeding.

 

4.11 This Agreement constitutes the
sole agreement of the Parties with respect to the matters herein, all prior oral
or written agreements being merged herein. This Agreement may only be modified
by a writing signed by all of the Parties hereto and time is of the essence of
this Agreement.

 

4.12 In interpreting this Agreement
it shall be presumed that the Agreement was jointly drafted and no presumption
shall arise against any Party in the event of any
ambiguity.




IN WITNESS
WHEREOF, the Parties have entered into this Agreement as of the date set forth
above.

 

 

ASSIGNOR:                                                     
REAL ESTATE ASSOCIATES LIMITED V,

  a California limited
partnership

  

  By National Partnership
Investments Corp.,

  a California
corporation,

  General Partner

 

  By:  /s/Derik J.
Hart

     Name: 
Derik J. Hart

    
Title:  SVP 

 

ASSIGNEE:     
                                               
RANDEL CORPORATION,

                                                           
            a Nevada
corporation

 

                                                           
            By: 
/s/William F. Curran

                                                                       
     Name:  William F. Curran

                                                                       
     Title:  Chairman

 

 

GENERAL PARTNERS:
                                   
/s/Dennis D. Curran

                                                           
            Dennis D.
Curran

 

                                                           
            GVP,
INC.,

                                                           
            a Montana
corporation

           


           
                                                           
By:  /s/Dennis D. Curran

                                                           
              
Name:  Dennis D. Curran

                                                           
              
Title:  President