ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE

EXHIBIT 10.2

ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE

THIS ASSIGNMENT AND ASSUMPTION (this “Assignment”) is dated May 22, 2008, by and between FOWLER PROPERTY ACQUISITIONS, LLC, a California limited liability company (“Assignor”) and FPA CONIFER ASSOCIATES, LLC, a Delaware limited liability (“Assignee”) with reference to the following:

WHEREAS, Assignor entered into a Purchase and Sale Agreement for certain real property located at 3383 Holcomb Bridge Road, Norcross, Georgia (“Subject Property”) on or about April 2, 2008, as further amended from time to time, with Simpson Financing LP (“Seller”) (the “Purchase Agreement”);

WHEREAS, Assignor desires to assign all of its right, title, interest and obligations in the Purchase Agreement to the Assignee.

WHEREAS, Assignee is willing to accept said assignment of the Purchase Agreement.

NOW THEREFORE, the parties hereto agree as follows:

1. Assignor hereby assigns to Assignee all of its right, title, interest and obligations under the Purchase Agreement.

2. Effective upon Assignor’s assignment pursuant to Paragraph I, Assignee accepts said assignment and expressly assumes the Assignor�