ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE

EXHIBIT 10.3

ASSIGNMENT AND ASSUMPTION OF AGREEMENT

OF PURCHASE AND SALE

THIS ASSIGNMENT AND ASSUMPTION (this “Assignment”) is dated September 25, 2008, by and between FOWLER PROPERTY ACQUISITIONS, LLC, a California limited liability company (“Assignor”) and FPA GOVERNOR PARK ASSOCIATES, LLC, a Delaware limited liability company (“Assignee”) with reference to the following:

WHEREAS, Assignor entered into an Agreement for Purchase and Sale of Improved Real Property on or about September 9, 2008 as further amended from time to time, with McMorgan Institutional Real Estate Fund I, LLC (“Seller”) (the “Purchase Agreement”);

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

2. Effective upon Assignor’s assignment pursuant to Paragraph 1, Assignee acce