Page 64 of 95

                                  EXHIBIT 10-21

                                  ASSIGNMENT OF
                                MEMBERSHIP UNITS

         This ASSIGNMENT OF MEMBERSHIP UNITS (this "ASSIGNMENT"), effective as
of September 16, 2002, is given by GENESEE VENTURES, a New York corporation
("ASSIGNOR"), to CROSSROADS SPENCERPORT LLC, a New York limited liability
company ("ASSIGNEE").

                                R E C I T A L S :

         A.       Assignor is the owner of 50 membership units (the "GENESEE
UNITS") in Assignee.

         B.       Assignor has agreed to assign to Assignee all of its interest
in Genesee Units and Assignee has agreed to accept such assignment pursuant to
the terms of a Membership Interest Purchase Agreement dated September 16, 2002
and this Assignment is delivered pursuant thereto.

                              P R O V I S I O N S :

         NOW, THEREFORE, for $10 and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee
agree as follows:

         1.       Assignor hereby transfers, grants, contributes, conveys and
assigns to Assignee all of its ownership rights, titles and interests in and to
the Genesee Units (collectively, the "ASSIGNED INTERESTS").

         2.       Assignor will, upon request from Assignee, execute and deliver
any additional documents necessary to complete the sale, assignment and transfer
of the Assigned Interests tendered hereby. Assignor authorizes the Assignee to
transfer ownership of the Assigned Interests to Assignee on its books and
records.

         3.       This Assignment shall be binding upon, and shall inure to the
benefit of the parties hereto and their successors, heirs and permitted assigns.
This Assignment may not be transferred, sold or assigned by any party without
the other party's prior written consent.

         4.       This Assignment shall be governed by the laws of the State of
New York, without regard for its conflict of laws rules.

         5.       This Assignment may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same document.


                                                                   Page 65 of 95

         EXECUTED to be effective as of the date first set forth above.

ASSIGNOR:                                   GENESEE VENTURES, INC.

                                            By:    /s/ Stephen B. Ashley
                                                   -----------------------------
                                            Name:  Stephen B. Ashley
                                            Title: President

ASSIGNEE:                                   CROSSROADS SPENCERPORT LLC

                                            By:    Natapow Realty Corporation

                                            By:    /s/ Stephen D. Natapow
                                                   -----------------------------
                                            Name:  Stephen D. Natapow
                                            Title: President