ASSIGNMENT OF REAL ESTATE SALE AGREEMENT

EXHIBIT 10.9

ASSIGNMENT OF REAL ESTATE SALE AGREEMENT

This Assignment of Real Estate Sale Agreement is made and entered into as of the 14^th day of September, 2009, by and between Northview Realty Group, Inc., a Canadian corporation (“Assignor”), with an office at 000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxxx, XX Xxxxxx X0X 0X0 and Evergreen at Xxxxxx Place, LLC, a Delaware limited liability company (“Assignee”), as follows:

RECITALS

A.    Northview Realty Group, Inc. entered into that certain Real Estate Sale Agreement dated as of June 8, 2009, as amended by that certain Reinstatement of and First Amendment to Real Estate Sale Agreement dated as of July 23, 2009, that certain Second Amendment to Real Estate Sale Agreement dated as of August 6, 2009, that certain Third Amendment to Real Estate Sale Agreement dated as of August 11, 2009, that certain Fourth Amendment to Real Estate Sale Agreement dated as of August 12, 2009, that certain Fifth Amendment to Real Estate Sale Agreement dated as of August 13, 2009, and that certain Sixth Amendment to Real Estate Sale Agreement dated as of September 1, 2009 (collectively, the “Agreement”), with ERP Operating Limited Partnership, an Illinois limited partnership.

B.    Assignor desires to assign to Assignee the rights of Assignor to purchase the Xxxxxx Place Apartments located in the City of Tampa, County of Hillsborough, State of Florida (the “Property”), pursuant to the Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration and the covenants made herein, Assignor hereby conveys and assigns to Assignee all of Assignor’s rights, title and interest in and to the Property under the Agreement and the Deposit (as defined in the Agreement).

Assignee hereby assumes and agrees to perform all of the obligations and liabilities of Assignor pertaining to the Property under the Agreement, including, without limitation, paying the Purchase Price (as defined in the Agreement).

Notwithstanding anything contained elsewhere in this Assignment, Assignor is not released from any liability under the Real Estate Sale Agreement, in accordance with the provisions of Paragraph 14.3 of said Real Estate Sale Agreement.

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EXECUTED as of the date set forth above.

Northview Realty Group, Inc., a Canadian corporation						Evergreen at Xxxxxx Place, LLC, a Delaware limited liability company
						By:		NVR Xxxxxx Place, LP, an Iowa limited
						liability partnership, its Operating Member
						By:		NVR Xxxxxx Place GP, LLC, an Iowa
						limited liability company, its General Partner
By:		/s/ Xxxx Xxxx				By:		/s/ Xxxxxxx X. Xxxxxxxx
		Xxxx Xxxx President						Xxxxxxx X. Xxxxxxxx Managing Member