**Exhibit 10.28****ASSIGNMENT AND CONTRIBUTION AGREEMENT**     THIS ASSIGNMENT AND CONTRIBUTION AGREEMENT is made this 20th day of September, 2006 byand among each of the undersigned parties.RECITALS:     A. Neighborhood Holdings, LLC (“Holdings”) owns 100% of the membershipinterests (the “Interests”) in Wildewood Residential, LLC (“Wildewood”).     B. Holdings intends to contribute the Interests to its wholly-owned subsidiary,Stanley-Martin Communities, LLC, and Stanley-Martin Communities, LLC intends to contributethe interests to its wholly-owned subsidiary, Neighborhoods Capital, LLC (“Capital”),the resultof which is that Capital will become the sole member of Wildewood.AGREEMENT:     NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is herebyacknowledged, the parties agree as follows:     1. Assignment and Contribution of Interests from Holdings to Stanley-MartinCommunities. Effective simultaneously herewith, Holdings hereby transfers,assigns andcontributes the Interests to its wholly-owned subsidiary, Stanley-Martin Communities, LLC, asa contribution to the capital of Stanley-Martin Communities, LLC.     2. Assignment of Contribution of Interests from Stanley-Martin Communities toCapital. Effective simultaneously with the assignment and contribution of theinterests describedin Section 1 above, Stanley-Martin Communities, LLC hereby transfers, assigns and contributesthe Interests to Capital, as a contribution to the capital of Capital. Effectivesimultaneouslyherewith, Capital will become the sole member of Wildewood and the Operating Agreement ofWildewood is hereby amended to reflect such ownership. Wildewood shall reflect Capital as itssole member on its books.     3. Miscellaneous.          (a) Subsequent Documents. Each of the parties hereto agrees to execute suchfurther instruments and assurances or provide such other documents as may be reasonablynecessary to effectuate the purposes of this Agreement.          (b) Entire Agreement. This Agreement represents the entire agreement byand among the parties hereto concerning the matters described herein. This Agreement revokesand supercedes all prior agreements by and among the parties hereto with respect to thematterswhich are the subjects hereof.          (c) Benefit and Burden. All terms of this Agreement shall be binding upon,and inure to the benefit of, the parties hereto and their respective heirs, legalrepresentatives,successors and assigns.
 

 
          (d) Counterparts. This Agreement may be executed in multiple counterparts.Each counterpart shall be an original, but altogether shall constitute one and the sameinstrument.          (e) Notices. Any and all notices, requests or other communications hereundershall be deemed to have been duly given if in writing and transmitted by personal delivery, bynationally recognized overnight carrier or by registered or certified mail, return receiptrequestedand first-class postage prepaid as follows:   To Holdings: 11111 Sunset Hills Road  Suite 200  Reston,VA 20190  Attn: Martin K. Alloy   To Stanley-Martin Communities:  11111 Sunset Hills Road  Suite 200  Reston,VA 20190  Attn: Martin K. Alloy   To Capital: 11111 Sunset Hills Road  Suite 200  Reston,VA 20190  Attn: Martin K. Alloy          (f) Cost and Expenses. The parties hereto shall each bear their own costs andexpenses (including consultants, attorneys and accountants) incurred in connection with thetransactions and agreements as provided in this Agreement.          (g) Time is of the Essence. Time is of the essence in connection withperformance of all obligations specified herein.          (h) Severability; Invalidity. The severability, invalidity or unenforceability of anyprovision herein shall not impair the validity or enforceability of the obligations of any partyhereunder.          (i) Survival. The terms and conditions of this Agreement shall survive and shall notbe merged into the documents executed by the parties in connection with the closing of thetransactions contemplated hereunder.          (j) Governing Law. This Agreement shall be governed by the laws of the Commonwealthof Virginia.
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     IN WITNESS WHEREOF, the parties hereto have each executed this Agreement effective asof the date hereinabove first written.      NEIGHBORHOOD HOLDINGS, LLC