ASSIGNMENT OF LEASES, RENTS AND PURCHASE AGREEMENTS

Exhibit 4.5

THIS THIRD PARTY ASSIGNMENT OF LEASES, RENTS AND PURCHASE AGREEMENTS is made this _____ day of , 2008 by LEE OIL COMPANY, INC., a Virginia corporation (“Assignor”) whose address is P.O. Box 487, U.S. Highway Old 58, Ewing, Virginia 24248 in favor of CHOICE FINANCIAL GROUP, a North Dakota state bank (“Lender”), whose address is 1697 South 42 ^nd Street, Grand Forks, North Dakota 58201.

WHEREAS, Heartland, Inc., a Nevada corporation (“Borrower”) executed and delivered to Lender a Promissory Note in the original principal amount of $3,250,000.00 (the “Note”) dated of even date herewith; and

WHEREAS, payment of the Note and all other obligations of Borrower in connection with the Note is secured by a Third Party Deed of Trust, Assignment and Security Agreement (the “Deed of Trust”) covering certain real property located inCounty, Virginia,

legally described on “Exhibit A” attached hereto and incorporated herein by reference and the buildings, improvements, fixtures and personal property now or hereafter located thereon (the “Mortgaged Premises”).

Lender, as a condition to make the loan evidenced by the Note has requested the execution of this Assignment; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

(a)   Any and all present or future leases, subleases, ground leases, concessions, licenses, other use contracts or tenancies, whether written or oral, covering or affecting any or all of the Mortgaged Premises or all or any part of any present or future improvements located on the Mortgaged Premises, together with any and all extensions, modifications and renewals thereof (collectively, the “Leases”);

(b)   All rents, fees, charges, profits, income and other payments of every kind due or payable or to become due or payable to Assignor, by virtue of the Leases, or otherwise due and payable or to become due or payable to Assignor as a result of any use, possession or occupancy of any portion or portions of the Mortgaged Premises or as the result of the use of or lease of any personal property on or in the Mortgaged Premises (collectively, the “Rents”), whether the Rents accrue before or after foreclosure of the Deed of Trust or during the period of redemption thereof; and

(c) Any and all present and future purchase agreements, reservation agreements, letters of intent, option agreements and any other agreements for the purchase and sale of all or any portion of the Mortgaged Premises, together with any and all extensions, modifications and amendments thereof and all earnest money and all other deposits described therein (collectively, the “Purchase Agreements”).

(a)   Payment of all indebtedness evidenced by the Note and all other sums secured by the Deed of Trust and this Assignment; and

(b)   Performance and discharge of each and every obligation, covenant and agreement contained in the Note, the Deed of Trust and related Loan Agreement, Guaranty, Environmental Indemnification Agreement and all other documents executed in connection with the Note (collectively, “Loan Documents”).

(a)            Assignor is now and will be absolute owner of (i) the Leases, (ii) the Rents, and (iii) the Purchase Agreements, with full right, title, power and authority to assign the same and the Leases, the Rents and the Purchase Agreements have not been, and will not be mortgaged, pledged, assigned or in any manner encumbered except as set forth in this Assignment;

(b)   Each Lease and each Purchase Agreement now in existence and executed after the date hereof is and shall be valid and enforceable in accordance with its terms, and no Lease or Purchase Agreement has been or shall be materially altered, modified or amended without the prior written consent of Lender;

(c)   No part of the Mortgaged Premises is the homestead of any person or used for agricultural purposes;

(d)   As to any Lease or Purchase Agreement now in existence, neither Assignor nor the other party to any Lease or Purchase Agreement is now in default under any of the terms, covenants or conditions thereof, and Assignor has not waived, and will not waive, any provision thereunder to be complied with by the other party thereto;

(e)   Assignor has not performed any act or executed any instrument and is not bound by any law, charter or agreement which might prevent Lender from operating under any of the terms and conditions hereof, or which would limit Lender in such operation; and

(f) No Rents, earnest money or other deposits have been waived, anticipated, discounted, compromised or released, except as may be permitted by the Leases or the Purchase Agreements, provided, however, that Assignor may collect, in advance, the first and last month’s rent due under any Lease, and the tenants under the Leases have no defenses, setoffs or counterclaims against Assignor.

 2.2.To protect the security of this Assignment, Assignor agrees as follows:

(a) To faithfully abide by, perform and discharge each and every obligation, covenant and agreement which Assignor is now or hereafter becomes liable to observe or perform under any present or future Lease and/or Purchase Agreement; to give prompt written notice to Lender of any notice of default on the part of Assignor received from a tenant under any Lease or any buyer under any Purchase Agreement; at the sole cost and expense of Assignor, to enforce or secure the performance of each and every obligation, covenant, condition and agreement to be performed by the tenant under each and every Lease or any buyer under any Purchase Agreement; not to borrow against, pledge or assign the Leases, Rents or Purchase Agreements, or anticipate the Rents except as herein permitted, or materially reduce the amount of the Rents or other payments under the Leases or purchase price under any Purchase Agreement or waive, excuse, condone, or in any manner release or discharge the tenants or buyers thereunder of or from the material obligations, covenants, conditions and agreements by said tenants or buyers to be performed, including the obligation to pay the Rents called for thereunder or close the sale of any portion of the Mortgaged Premises under any Purchase Agreement in the manner and at the place and time specified therein; and not to terminate any of the Leases or Purchase Agreements or accept a surrender thereof except by reason of the expiration of the stated terms of the Leases or otherwise with the consent of Lender;

(b)   At Assignor’s sole cost and expense, to appear in and defend any action or proceeding arising under, growing out of or in any manner connected with any Lease, Purchase Agreement or the obligations, duties or liabilities of Assignor or any tenant or buyer thereunder, and to pay all costs and expenses of Lender, including reasonable attorneys’ fees, in any such action or proceeding in which Lender may appear or with respect to which it may incur costs;

(c)   To transfer and assign to Lender, upon written notice by Lender, any and all specific Leases or Purchase Agreements Lender requests. Such transfer or assignment by Assignor shall be upon the same or substantially the same terms and conditions as are herein contained, and Assignor will properly file or record such assignments, at Assignor’s expense, if requested by Lender;

(d)   To transfer, upon demand, to Lender any security deposits, earnest money or other deposits held by Assignor or any third party under the terms of the Leases or any Purchase Agreement. Such security deposits, earnest money or other deposits may be held by Lender without any allowance of interest thereon and shall become the absolute property of Lender, to be applied in accordance with the provisions of the Leases and the Purchase Agreements. Until Lender makes such demand and the deposits, earnest money and other deposits are paid over to Lender, Lender assumes no responsibility to the tenants or buyers of any portion of the Mortgaged Premises under the Leases or Purchase Agreement for any such security deposits, earnest money or other deposits; and

(e)   To pay immediately upon demand all sums expended by Lender under the authority hereof, together with interest thereon at the rate then in effect for the Term Note, and the same shall be added to the said indebtedness and shall be secured hereby and by the Deed of Trust.

 2.3. Should Borrower fail to make any payment in connection with the Obligations or should Assignor fail to do any act as herein provided, then Lender may, but without obligation to do so, and without releasing Assignor from any obligation hereof, make or do the same in such manner and to such extent as Lender may deem necessary to protect the security hereof, including, specifically, without limiting its general powers, the right to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Lender, and also the right to perform and discharge each and every obligation, covenant, and agreement of Assignor contained in the Leases and the Purchase Agreements, and in exercising any such powers to pay necessary costs and expenses, employ counsel and pay reasonable attorneys’ fees. Assignor hereby irrevocably constitutes and appoints Lender or any representative of Lender its true and lawful attorney in Assignor’s name and stead:

(a)   To perform all of the acts and things required of Assignor in this Section 2.3; and

(b)   To perform all acts and things provided in Section 4.1 hereof.

This assignment shall constitute a perfected, absolute and present assignment, provided that, so long as no default exists in the Obligations, Assignor may collect, but not prior to accrual, except as otherwise set forth herein, all Rents (but not amounts paid under any Purchase Agreement), and may retain and use the same:

(a)   For payment to Lender of the Obligations;

(b)   For the accounting for or repayment when due of all tenant security deposits, with interest thereon, pursuant to the provisions of applicable laws;

(c)   For payment of all delinquent or current real estate taxes and special assessments payable with respect to the Mortgaged Premises, or if the Deed of Trust requires periodic escrow payments for such taxes and assessments, to the escrow payments then due;

(d)   For payment of all premiums then due for the insurance required by the provisions of the Deed of Trust, or if the Deed of Trust requires periodic escrow payments for such premiums, to the escrow payments then due;

(e)   For payment of expenses incurred for the keeping of the covenants required of a lessor or licensor pursuant to the provisions of applicable laws;

(f)   For payment of expenses incu