ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.5

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the "Agreement") is made and entered into as of September 8, 2009 (the "Effective Date"), by and among Investment Concepts, Inc., a California corporation (the "Co-General Partner"), National Tax Credit, Inc. II, a California corporation ("NTC, Inc. II"), and National Tax Credit Investors II, a California limited partnership ("NTCI II" and together with NTC, Inc. II, individually and collectively, "Assignor"); and GAC Realty Advisors, LP, a Nevada limited partnership ("Assignee" and together with the Co-General Partner and Assignor, each, a "Party" and any two or more, as the context requires, collectively, the "Parties"), with reference to the following:

A.                     Palm Springs View Apartments, Ltd., a California Limited Partnership (the "Partnership"), was formed as a limited partnership under the California Revised Limited Partnership Act pursuant to the laws of the State of California and the Original Certificate, which was filed with the Filing Office on June 10, 1988, and is being operated pursuant to the Partnership's Amended and Restated Agreement of Limited Partnership, dated as of May 18, 1990, as amended May 18, 1990, February 26, 1993, December 1, 1993, January 16, 1996, January 1, 2006, and December 22, 2006 (collectively, the "Amended Partnership Agreement").

B.                     Assignee desires to acquire all of the interests of Assignor in the Partnership and Assignor is willing to sell such interests to Assignee and withdraw from, the Partnership, 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.                      Defined Terms. Capitalized terms used herein have the same meanings as set forth in the Amended Partnership Agreement, unless specifically defined herein.

2.                      Assignment and Assumption.

(a)                   Effective as of the "Closing" (as hereinafter defined), Assignor shall assign to Assignee 100% of Assignor's interests in the Partnership, including, without limitation, all Profits, Losses, Cash Flow, Sale or Refinancing Transaction Proceeds, and all rights of Assignor to any other fees and distributions (collectively, the "Interests").

(b)                   In consideration for Assignor's assignments of the Interests and the other covenants of Assignor herein contained

(i)                   Assignee, at the Closing, shall pay to Assignor an amount (the "Payment") equal to $200,000. The Payment shall be treated as a direct acquisition of the Interests. Assignor covenants and agrees that such sum shall be received in full satisfaction of all obligations and liabilities due Assignor in connection with or in any manner arising out of the Partnership, the Apartment Complex or any other assets owned by the Partnership. The payment shall be made by federal funds wired pursuant to instructions from Assignor.

(ii)                 Assignee agrees to and shall perform all of the obligations of Assignor under the Amended Partnership Agreement.

                3.       Closing.

(a)                   The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the date that all necessary lender and governmental consents, including, but not limited to, HUD consent, to the transactions contemplated by this Agreement have been obtained, but in no event later than January 31, 2010 (the "Closing Date"). The Co-General Partner shall, at its cost and expense, obtain all such consents and approvals (other than corporate or partnership consents for Assignor). Without limiting the generality of the foregoing, Assignee shall provide all information required by HUD in order to register Assignee as a participant under HUD's Active Partner Performance System or any similar electronic filing system presently maintained by HUD (the "APPS"). Assignee agrees to make all filings required to be made electronically to HUD through the APPS, including, without limitation, any advanced notification required in connection with an event that will trigger 2530 approval.

(b)                   At the Closing and upon receipt of the Payment, Assignor will execute and deliver a counterpart of the attached Amendment to the Partnership Agreement in the form attached hereto as Exhibit A (the "Amendment"), the Co-General Partner and Assignee will simultaneously execute and deliver, and the Co-General Partner shall cause the other Partners to execute and deliver, countersigned counterparts of the Amendment to Assignor.

(c)                   If the Closing shall not occur by the Closing Date as provided above, then in the absence of a written agreement signed by all of the Parties, any Party shall have the right to terminate this Agreement upon notice to the other Parties, in which event this Agreement shall be of no further force and effect.

 4. Transfer Taxes. Assignee shall pay or cause to be paid, at no cost or expense to Assignor, any and all transfer taxes and similar amounts due and payable in connection with the transfer of the Interests as contemplated by this Agreement.

                5.       Representations and Warranties.

(a) As a material inducement to the Co-General Partner's and Assignee's entering into this Agreement, each Assignor represents and warrants that the following are true and correct on the date hereof and will be true and correct on the Closing -Date:

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

(ii)                    Assuming the due and proper execution and delivery by the Co-General Partner and Assignee, this Agreement and the Amendment are binding upon and enforceable against each Assignor in accordance with their respective terms.

(iii)                  Neither Assignor is a party to any pending or, to the actual knowledge of Assignor, threatened litigation which in any way relates to the Interests, and which, if adversely determined, would or could render any representation or warranty contained in this Section 5(a) untrue in any material respect, or adversely affect the right or ability of Assignor to enter into this Agreement or the Amendment or to consummate the transactions contemplated hereby.

(iv)                  To the their actual knowledge, neither the execution and delivery of this Agreement by Assignor nor the consummation of the transactions hereby contemplated to be performed by Assignor will (A) constitute any violation or breach of or conflict with any document governing either Assignor, any order, writ, injunction, decree, statute, rule or regulation, governmental license or permit, to which either Assignor or any of their assets is subject or by which either of them is bound, (B) result in the creation of any lien upon the Interests or (C) result in a violation of, conflict with, constitute a default under, or result in the termination, acceleration, amendment or modification of, any contract or instrument to which either Assignor is bound.

(v)                   None of the Interests is subject to any lien, pledge, encumbrance or legal or administrative proceeding of any nature whatsoever and Assignee shall acquire the same free of any rights or claims thereto by any other party.

(vi)                  Each has been provided a full opportunity to conduct, and has conducted its own investigation of the Partnership and of the Interests and it is not relying on any representation, promise, or warranty of Assignor or the Co-General Partner which is not specifically set forth in this Agreement. More specifically, each Assignor acknowledges that it has had a full opportunity to review all books and records of the Partnership and has examined, reviewed and inspected all records and matters which, in each Assignor's judgment bear upon the Interests and their value; and is selling and assigning the Interests based solely on such Assignor's own determination of their value and without respect to any opinions, representations, information, or projections furnished or made available by the Co-General Partner or the Partnership.

(b) As a material inducement to Assignor entering into this Agreement, the Co-General Partner and Assignee represents and warrants to Assignor that the following are true and correct on the Effective Date and will be true and correct as of the Closing Date:

(i)                   The execution and delivery of this Agreement and the Amendment by the Co-General Partner and Assignee and the per