EXHIBIT
      10.17

     

    ASSIGNMENT
      AND ASSUMPTION OF AGREEMENT FOR PURCHASE AND SALE OF
      INTERESTS

     

    This
      Assignment and Assumption of Agreement for Purchase and Sale of Interests
      (“Assignment”)
      is
      dated as of June 29, 2006 between The Lightstone Group, LLC, a New Jersey
      limited liability company (“Assignor”)
      and
      LVP Michigan Multifamily Portfolio LLC, a Delaware limited liability company
      ("Assignee").

     

    WHEREAS,
      as
      of
      April 26, 2006, Home Properties, L.P. and Home Properties WMF I, LLC,
      collectively, as seller, and Assignor, as purchaser, entered into that certain
      Purchase and Sale Agreement (together with all amendments thereto, the
“Agreement”)
      for
      the sale and purchase of certain entities as more particularly described in
      the
      Agreement; 

     

    WHEREAS,
      Assignor desires to assign to Assignee all of its right, title and interest
      under the Agreement to purchase the Interests in the New Companies (each as
      defined in the Agreement) listed on Schedule A attached hereto and made a part
      hereof (the “REIT
      Entities”)
      which
      entities have the allocated values set forth in such schedule.

     

    NOW
      THEREFORE,
      in
      consideration of Ten ($10.00) Dollars in hand paid by Assignee, the receipt
      and
      adequacy of which are hereby conclusively acknowledged, Assignor does hereby
      assign, transfer and set over to Assignee, all of Assignor’s right, title, and
      interest in and to the right to purchase the Interests in the REIT Entities
      pursuant to the Agreement.

     

    TO
      HAVE AND TO HOLD,
      the
      same unto Assignee, its successors and assigns, from and after the date
      hereof.

     

    Assignee
      hereby assumes the performance of all terms, covenants, and conditions under
      the
      Agreement solely with respect to the REIT Entities on Assignor’s part to be
      performed thereunder from and after the date hereof and will perform all of
      the
      terms, conditions, and covenants of such Agreement solely with respect to the
      REIT Entities from and after the date hereof, all with the same force and effect
      as though the Assignee had signed such Agreement as a party named
      therein.

     

    This
      Assignment is made without warranty or representation, express or implied,
      by or
      recourse against Assignor of any kind or nature whatsoever.

     

    This
      Assignment may be executed in multiple counterparts, each of which shall
      constitute an original, and all of which taken together shall constitute but
      one
      agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Assignor and Assignee have duly executed this Assignment by their respective
      duly authorized representatives as of the day first above written.

    
      	 	 	 
	 	ASSIGNOR:
	 	 
	 	
              THE
                LIGHTSTONE GROUP, LLC 

            
	 
 	 
 	 
 
	
            	By:  	/s/ David Lichtenstein
	 	
              

              Name: 
                David Lichtenstein

            
	 	Title: 
Chief
              Executive Officer
	 	 


      	 	 	 
	 	
              ASSIGNEE:

            
	 	 
	 	
              LVP
                MICHIGAN MULTIFAMILY PORTFOLIO LLC 

            
	 	 
	
            	By:  	
              LIGHTSTONE
                VALUE PLUS REIT LP,
                its sole member

            
	 	 	 
	 	
              By:

            	
              LIGHTSTONE
                VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC.,

            
	 	 	its general partner  
	 	 	 
	 	 	 
	 	
              By: 

            	/s/ David Lichtenstein
	 	
              

              David
                Lichtenstein, President

            
	 	
            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Schedule
      A

    

      
        	
                CARRIAGE
                  HILL MI LLC

              	 	
                $

              	
                7,305,288

              	 
	
                CARRIAGE
                  PARK MI LLC

              	 	
                $

              	
                11,346,511

              	 
	
                MACOMB
                  MANOR MI LLC

              	 	
                $

              	
                8,471,026

              	 
	
                SCOTSDALE
                  MI LLC

              	 	
                $

              	
                15,076,871