ASSIGNMENT AND TRANSFER OF LIMITED PARTNERSHIP INTEREST WITH ACCEPTANCE, ACKNOWLEDGEMENT AND CONSENT

Exhibit 2.4

Village Lake Apartments

St. ▇▇▇▇▇▇▇ (Waldorf), Maryland

FHA Project No. 052-35481

ASSIGNMENT AND TRANSFER OF LIMITED PARTNERSHIP INTEREST

WITH ACCEPTANCE, ACKNOWLEDGEMENT AND CONSENT

FOR VALUE RECEIVED, the undersigned ("Transferor") hereby sells, assigns, transfers, sets over, delivers and forever and unconditionally relinquishes unto VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP, a Maryland limited partnership (the "Partnership"), all of Transferor's right, title, and interest in and to the Partnership, constituting a one percent (1%) limited partnership interest in the Partnership, and hereby withdraws from the Partnership.

Dated: November 18, 2002

Address:

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Transferor:

KEMPT CORPORATION,

a Delaware corporation

By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Print: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Vice President

The undersigned, as General Partner of the Partnership, in accordance with applicable provisions of the Partnership Agreement, on behalf of the Partnership and its Partners, hereby acknowledges and accepts the foregoing Assignment and Transfer of Limited Partnership Interest, and the withdrawal by the Transferor from the Partnership, and hereby redeems all interests of the Transferor in the Partnership.