Assignment and Assumption Agreement

Exhibit 10.1

Assignment and Assumption Agreement

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of October 19, 2006, between Republic WPB LLC (“Republic”) and the West Palm Beach Community Redevelopment Agency, acting for itself and on behalf of the City of West Palm Beach (together, “CRA”).

     WHEREAS, Republic and CRA are parties to that certain Professional Services Agreement for the City Center Project (RFP No. 08/04-109), dated as of October 26, 2004, as amended by Amendment No. 1 thereto, dated as of March 28, 2005 and by Amendment No. 2 thereto, dated as of March 13, 2006 (collectively, the “Professional Services Agreement”);

     WHEREAS, Republic represents that funds previously received by Republic from CRA were used solely to pay subcontractor expenses or for purposes of partial reimbursement of Republic’s out of pocket expenses;

     WHEREAS, upon the terms and subject to the conditions specified herein and as of the date hereof, Republic has agreed to contribute, assign, transfer and convey to CRA all of its right, title and interests in the Professional Services Agreement; and

     WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings specified in the Professional Services Agreement.

     NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Republic and CRA hereby covenant and agree as follows:

     1. Assignment and Assumption. Upon the terms and subject to the conditions specified herein and as of the date hereof, Republic hereby contributes, assigns, transfers and conveys all of its rights under the Professional Services Agreement and CRA hereby accepts all of such rights and assumes all of Republic’s obligations and liabilities under the Professional Services Agreement.

     2. Third Party Obligations; Payment to Republic, Without limiting the foregoing, CRA hereby assumes and agrees to pay, honor, discharge and perform, as the case may be, in a timely manner and in accordance with their respective terms, all of the liabilities and obligations of Republic to Catalfumo Construction & Development, Song and Associates, Ardaman & Associates, and/or Cushing Demolition with respect to the Professional Services Agreement, including but not limited to all responsibility for amounts incurred to date, or to be incurred in the future. The foregoing includes full responsibility for payment by CRA in full of all amounts set forth in Republic’s requisition dated as May 17, 2006 with respect

to Catalfumo Construction & Development, Song and Associates, Ardaman & Associates, and/or Cushing Demolition. CRA agrees to indemnify and otherwise hold Republic harmless as to any and all obligations as to Catalfumo Construction