EXECUTION COPY ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

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Exhibit 10.24

EXECUTION COPY

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (the

"Assignment") is made as of the 4th day of February, 2005, between FINISAR

CORPORATION, a Delaware corporation with an address at 1308 Moffett Park Drive,

Sunnyvale, California 94089 ("Assignor"), and FINISTAR (CA-TX) LIMITED

PARTNERSHIP, a Delaware limited partnership with an address c/o W. P. Carey &

Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020 ("Assignee").

WITNESSETH:

WHEREAS, Assignor, as Purchaser, and FSI INTERNATIONAL, INC., a Minnesota

corporation, as Seller, entered into that certain Purchase and Sale Agreement,

dated as of February 4, 2005, (the "Agreement"), in connection with the purchase

of certain Property as more fully described therein; and

WHEREAS, Assignor and Assignee desire to have all of Assignor's rights,

title and interest in and to the Agreement assigned to Assignee.

NOW THEREFORE, in consideration of the mutual covenants, Ten Dollars ($10),

the representations contained herein and other g