AGREEMENT
      OF ASSIGNMENT OF MEMBERSHIP AND PARTNERSHIP INTERESTS




THIS
      AGREEMENT made this  day
      of
      March, 2008, by and between NICHOLAS S. SCHORSCH, an individual (“Assignor”) and
      AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P., a Delaware limited
      partnership (“Assignee”).




W I T N E S S E T H :




A.  ARC
      HVPA
      General Partner IV LLC (“HVPA IV”) is a Delaware limited liability company.
      Assignor is the sole existing member of HVPA IV, owning a 100% membership
      interest (the "Membership Interest").




B.  ARC
      HVPA
      Limited Partner II LP (“HVPA II”) is a Delaware limited partnership. Assignor is
      the sole limited partner of HVPA II owning a 100% interest in all of the limited
      partnership interests in HVPA II (the “Partnership Interest,” the Partnership
      Interest and the Membership Interest are referred to hereinafter collectively
      as
      the “Interests”). HVPA IV is the sole general partner of HVPA II. Assignor owns,
      directly or indirectly 100% of the limited partnership interests in HVPA
      II.




C.  HVPA
      II
      owns, directly or indirectly, one hundred percent (100%) of the ownership equity
      interests in the following entities (collectively, the “Property Owning
      Subsidiaries”):




1)
      ARC
      HVHVPA0001 LP, a Delaware limited partnership;




2)
      ARC
      HVLNDPA001 LP, a Delaware limited partnership;




3)
      ARC
      HVLNDPA002 LP, a Delaware limited partnership;




4)
      ARC
      HVLSDPA001 LP, a Delaware limited partnership;




5)
      ARC
      HVLHNPA001 LP, a Delaware limited partnership;




6)
      ARC
      HVLRKPA001 LP, a Delaware limited partnership;




7)
      ARC
      HVPMTPA001 LP, a Delaware limited partnership;




8)
      ARC
      HVSVPA0001 LP, a Delaware limited partnership;




9)
      ARC
      HVSPKPA001 LP, a Delaware limited partnership;




10)
      ARC
      HVSTNPA001 LP, a Delaware limited partnership;




11)
      ARC
      HVSTNPA002 LP, a Delaware limited partnership;




12)
      ARC
      HVSGHPA001 LP, a Delaware limited partnership;









13)
      ARC
      HVSHPA0001 LP, a Delaware limited partnership;




14)
      ARC
      HVWPTPA001 LP, a Delaware limited partnership; and




15)
      ARC
      HVWYMPA001 LP, a Delaware limited partnership.





D.  Assignor
      desires to assign to Assignee the Interests and Assignee desires to assume
      the
      Interests from Assignor, upon the terms and conditions set forth
      herein.




AGREEMENT :




NOW
      THEREFORE, in consideration of the mutual covenants and promises herein
      contained, the parties hereto, intending to be legally bound hereby, agree
      as
      follows:




1.  Assignment
      and Assumption of Interests.




1.1  Upon
      the
      terms and conditions set forth in this Agreement, on the Closing Date (as
      hereinafter defined), Assignor shall transfer and assign the Interests to
      Assignee and Assignee shall assume the same.





1.2  At
      Closing (as hereinafter defined), Assignor and Assignee shall execute and
      deliver to each other an instrument of transfer and assumption in the form
      of an
      Assignment and Assumption Agreement in form and content reasonably acceptable
      to
      Assignor and Assignee.




2.  Assumption
      Price for the Interest .
      The
      assumption price for the Interests being sold hereunder is agreed to be the
      sum
      of Forty-Million Nine Hundred Seventy-Six Two Hundred Eighteen and 00/100
      Dollars ($40,976,218.00) which sum Assignee agrees to pay to Assignor by wire
      of
      immediately available funds to Assignor’s account at Closing (i) subject
      to the
      prorations and adjustments, if any, provided under this Agreement, (ii) plus any
      other amounts required to be paid by Assignee to Assignors at Closing, (iii) less the
      outstanding principal balance of the Existing Loan (as defined hereinafter)
      and
      (iv) less any
      other amounts to be paid by Assignors to Assignee at Closing.




The
      Property Owning Subsidiaries are the borrowers under that certain Loan Agreement
      (the “Loan Agreement”) dated as of December 28, 2007 between the Property Owning
      Subsidiaries and Continental Bank (“Lender”) pursuant to which Lender made a
      mortgage loan to the Property Owning Subsidiaries in the original principal
      amount of $31,000,000 (the “Existing Loan”). Pursuant to the Loan Agreement
      Lender’s consent is required in order to effectuate the transactions
      contemplated under this Agreement (“Lender’s Consent”). It shall be a condition
      to Closing that Lender’s Consent is obtained.




3.  Closing .
      Subject
      to compliance with the provisions of this Agreement, the transaction herein
      contemplated shall be consummated at a Closing (the "Closing") which shall
      take
      place on or before March 31, 2008 on a date and at a time mutually agreed upon
      by the parties hereto (the "Closing Date") by mail, commencing at 10:00 a.m.
      or
      at such other hour and/or place as shall be agreeable to the parties, time
      being
      of the essence of this Agreement.




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It
      shall
      be a further condition to Assignee’s obligation to close pursuant to this
      Agreement that Assignee’s Board of Directors shall have approved the
      transactions contemplated by this Agreement.




If
      Closing does not occur by March 31, 2008, either Assignor or Assignee shall
      have
      the right to terminate this Agreement whereupon the parties shall have no
      further obligations hereunder.




4.  Representations
      and Warranties of Assignors .
      Assignors, to induce Assignee to enter into this Agreement, hereby make the
      following representations and warranties to Assignee, all of which shall be
      true
      and correct as of the time of the execution hereof and as of the time of Closing
      as if the same had been made at the time of Closing:




4.1  Assignor
      has the full legal right, power and authority to enter into this Agreement
      and
      to perform its obligations hereunder.




4.2  That
      signing as Assignor below is the owner of the entire Interests and no other
      person or entity has any interest therein. Assignor has taken all necessary
      action to authorize the execution, delivery and performance of this Agreement
      by
      Assignor, and, except for obtaining Lender’s Consent (as defined hereinafter) no
      other consent or approval is required (including, without limitation, consent
      or
      approval under a bond, note, contract, indenture, mortgage, deed of trust,
      loan
      agreement, lease or other agreement or instrument to which Assignor or their
      properties are bound, or to the best of Assignors' knowledge, any provision
      of
      statute or any order, rule or regulation of any court or governmental agency
      having jurisdiction over the Assignors) in order for Assignor to effectuate
      the
      transaction described herein.




4.3  Except
      for the rights of HG ARC Harleysville Finance, LP as Special Limited Partner,
      as
      provided for in the Limited Partnership Agreement of HVPA II, Assignor owns
      the
      Interests free and clear of any liens, security interest, charges, claims,
      interests or other encumbrances. Upon the completion of Closing and delivery
      to
      Assignee of the Assignment and Assumption Agreement described above, Assignee
      will own the Interests free and clear of any liens, security interests, charges,
      claims, interests or other encumbrances created or permitted by
      Assignor.




4.4  HVPA
      IV
      is a limited liability company duly organized, validly existing and created
      under the laws of the State of Delaware.




4.5  HVPA
      II
      is a limited partnership duly organized, validly existing and created under
      the
      laws of the State of Delaware.




4.6  Each
      of
      the Property Owning Subsidiaries is a limited partnership duly organized,
      validly existing and created under the laws of the State of
      Delaware.




5.  Representations
      and Warranties of Assignee .
      Assignee, to induce Assignor to enter into this Agreement, hereby makes the
      following representations and warranties to Assignor, all of which shall be
      true
      and correct as of the time of the execution hereof and as of the time of Closing
      as if the same had been made at the time of Closing:




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          3 -




5.1  Assignee
      has the full legal right, power and authority to enter into this Agreement
      and
      to perform its obligations hereunder.




5.2  Those
      signing for Assignee below are authorized to do so. Assignee has taken all
      necessary action to authorize the execution, delivery and performance of this
      Agreement by Assignee, and, , except for obtaining Lender’s Consent, no other
      consent or approval is required (including, without limitation, consent or
      approval under a bond, note, contract, indenture, mortgage, deed of trust,
      loan
      agreement, lease or other agreement or instrument to which Assignee or its
      properties are bound, or to the best of Assignee's knowledge, any provision
      of
      statute or any order, rule or regulation of any court or governmental agency
      having jurisdiction over the Assignee) in order for Assignee to effectuate
      the
      transaction described herein.




6.  Prorations;
      Transfer Taxes .
      All
      collected rents and other payments from tenants under leases affecting the
      real
      property owned by the Property Owning Subsidiaries shall be prorated between
      Assignor and Assignee as of 11:59 p.m. on the day prior to the Closing. Interest
      due with respect to the Existing Loan for the month in which Closing occurs
      shall be prorated between the parties with Assignor responsible for the Existing
      Loan interest to the date preceding the Closing and Assignee responsible for
      the
      Existing Loan interest on and after the date of Closing.




In
      the
      event any realty transfer taxes are at any time imposed on or in connection
      with
      this transaction, they shall be borne equally by Assignor and
      Assignee.




7.  Documents
      at Closing .
      At the
      Closing, the following documents shall be executed, acknowledged (where
      appropriate) and delivered by the designated parties:




7.1  An
      Assignment and Assumption Agreement.




7.2  A
      Foreign
      Investment in Real Property Tax Act Affidavit of Assignors to the effect that
      no
      withholding of any portion of the assumption price is required.




8.  Governing
      Laws; Successors .
      This
      Agreement shall be governed by Pennsylvania law and shall bind and inure to
      the
      benefit of the parties hereto, their respective heirs, successors and
      assigns.




9.  Headings .
      The
      headings preceding the text of the paragraphs hereof are inserted solely for
      convenience of reference and shall not constitute a part of this Agreement,
      nor
      shall they affect its meaning, construction or effect.




10.  Execution
      and Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together constitute one and the same
      instrument.




11.  Entire
      Agreement; Amendments .
      This
      Agreement sets forth all of the promises, covenants, agreements and undertakings
      between the parties hereto with respect to the subject matter hereof, and
      supersedes all prior and contemporaneous agreements or understandings,
      inducements or conditions, expressed or implied. Assignors have not made and
      do
      not make any representations as to Milestone or the Property Owning Subsidiaries
      or their respective assets except as herein specifically set forth, neither
      party relying upon any statement or representation made by the other not
      embodied in this Agreement.




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          4 -




12.  Brokers .
      Assignor and Assignee represent and warrant to each other that they have dealt
      with no broker or other person or entity entitled to a commission or finder's
      fee in connection with the transactions contemplated by this Agreement. Each
      party shall indemnify and hold the other harmless from and against any and
      all
      claims and/or liability for brokers' commissions or finders' fees arising out
      of
      this Agreement by reason of breach of the above warranty.




13.  Notices .
      All
      notices, demands, requests or other communications required or permitted under
      the terms of this Agreement shall be in writing and, unless and until otherwise
      specified in a written notice by any party, shall be sent to the parties at
      the
      following respective addresses:




If
      intended for Assignee:




c/o
      American Realty Capital


405
      Park
      Avenue, 6th Floor


New
      York,
      New York 10022





with
      a
      copy to:





Helene
      S.
      Jaron, Esquire


Wolf,
      Block, Schorr & Solis-Cohen LLP


1650
      Arch
      Street, 22nd Floor


Philadelphia,
      PA 19103


Facsimile:
      (215) 405-2938


e-mail:
      hjaron@wolfblock.com




If
      intended for Assignor:




c/o
      American Realty Capital


405
      Park
      Avenue, 6th Floor


New
      York,
      New York 10022





with
      a
      copy to:





Helene
      S.
      Jaron, Esquire


Wolf,
      Block, Schorr & Solis-Cohen LLP


1650
      Arch
      Street, 22nd Floor


Philadelphia,
      PA 19103


Facsimile:
      (215) 405-2938


e-mail:
      hjaron@wolfblock.com




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          5 -




Notices
      may be given on behalf of any party by its legal counsel. Each such notice,
      demand, request or other communication shall be deemed to have been properly
      served for all purposes if (i) hand delivered against a written receipt of
      delivery, or (ii) mailed by registered or certified mail of the United States
      Postal Service, return receipt requested, postage prepaid, or (iii) delivered
      to
      a nationally recognized overnight courier service for next business day
      delivery, to its addressee at the address set forth above in this
      paragraph.




14.  Miscellaneous .




14.1  All
      of
      the representations and warranties of the parties contained in this Agreement
      shall survive Closing.




14.2  The
      execution of this Agreement shall in no way affect the existing Operating
      Agreement and, if for any reason, Closing under this Agreement is not
      consummated, the existing Operating Agreement shall remain in full force and
      effect and unmodified hereby.




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      of page intentionally left blank]




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IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
      the date first above written.




ASSIGNEE:AMERICAN
                REALTY CAPITAL OPERATINGPARTNERSHIP,
                L.P., a Delaware limitedpartnershipBy:
            American
                Realty Capital Trust, Inc., itsgeneral
                partner





By:


Name:


Its:





ASSIGNOR:NICHOLAS
                S. SCHORSCH