ASSIGNMENT AND ASSUMPTION OF LOT PURCHASE AGREEMENT

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Exhibit 10.12

ASSIGNMENT AND ASSUMPTION OF

LOT PURCHASE AGREEMENT

(EXECUTIVE LOTS)

THIS ASSIGNMENT AND ASSUMPTION OF LOT PURCHASE AGREEMENT (Executive Lots)

(this "Assignment") is made and entered into this ___ day of January, 2004, by

and between (i) NEIGHBORHOODS I, LLC ("Assignor") and (ii) WOODLANDS

NEIGHBORHOODS, LLC ("Assignee").

RECITALS

A. Assignor, as Purchaser, and Renaissance at Woodlands, LLC, as Seller,

heretofore entered into a certain Lot Purchase Agreement (Executive Lots), dated

January 10, 2002, pursuant to which Assignor agreed to purchase certain real

property located in Loudoun County, Virginia and identified more fully therein

(the "Agreement").

B. Assignor has agreed to assign, transfer, convey and deliver to Assignee,

and Assignee has agreed to accept and take from Assignor, all of Assignor's

right, title and interest in, to and under the Agreement.

C. The parties hereto desire to set forth herein their understandings and

agreements with respect to such assignment and acceptance.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of other good and

valua