exv10w17

Exhibit 10.17


PREPARED BY:			)
			)
Anderson, McCoy & Orta, P.C.			)
100 N. Broadway, Suite 2600			)
Oklahoma City, Oklahoma 73102			)
Attn: Mike Anderson			)
Loan No. 70-0400857			)

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:

1) YOUR SOCIAL SECURITY NUMBER, OR
2) YOUR DRIVER’S LICENSE NUMBER.

ASSUMPTION AGREEMENT

This Assumption Agreement (“Assumption Agreement”) is made this 25th of February, 2011, by U.S. Bank National Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-HQ8 (“Noteholder”), AmREIT Lake Houston, LP, a Texas limited partnership (“Borrower”), AmReit Monthly Income & Growth Fund, Ltd., a Texas limited partnership (“Original Guarantor”), AmREIT Market at Lake Houston, LP, a Texas limited partnership (“Assumptor”), and AmREIT, Inc., a Maryland corporation (“New Guarantor”).

RECITALS

Noteholder’s predecessor in interest, Morgan Stanley Mortgage Capital Inc., a New York corporation (“Original Lender”), made a loan to Borrower in the original principal amount of Fifteen Million Six Hundred Seventy-Five Thousand and no/100 Dollars ($15,675,000.00) (“Loan”), under the terms and provisions set forth in the following loan documents, all of which are dated as of December 12, 2005, unless otherwise noted:

Promissory. Note (“Note”) in the original principal amount of the Loan, made by Borrower and payable to Original Lender;

Deed of Trust and Security Agreement executed by Borrower to Warren F. Miller, as trustee, for the benefit of Original Lender which secures the Note and other obligations of Borrower (“Security Instrument”), and which Security Instrument was recorded on December 12, 2005, as Document No. Y958208 with the Harris County Clerk, State of Texas (“Official Records”), the Original Lender’s interest under which was assigned to Noteholder by instrument recorded on May 31, 2006, as Document No. Z335216, in the Official Records. The land, improvements and other real property which are subject to the Security Instrument are hereinafter referred to as the “Property” and the equipment, machinery and other personal property which are subject to the Security Instrument are hereinafter referred to as the “Collateral”;

Assignment of Leases and Rents executed by Borrower, which was recorded on December 12, 2005, as Document No. Y958210, with the Official Records, the Original Lender’s interest under which was assigned to Noteholder by instrument recorded on May 31, 2006, as Document No. X335216 in the Official Records;

Guaranty of Recourse Obligations executed by Original Guarantor (“Guaranty”);

Environmental Indemnity Agreement executed by Borrower and Original Guarantor (“Environmental Agreement”);

Conditional Assignment of Management Agreement, executed by Borrower and AmREIT Realty Investment Corporation, a Texas corporation;

Reserve and Security Agreement executed by Borrower (“Reserve and Security Agreement”);

Restricted Account Agreement executed by Borrower, Wells Fargo Bank, N.A. (“Restricted Account Bank”) and Original Lender (“Restricted Account Agreement”);

Cash Management Agreement executed by Borrower, Original Lender and Manager;

10.

UCC-1 Financing Statement filed on December 12, 2005, as Document No. Y958211 with the Official Records (“County UCC”); and

	11.		UCC-1 Financing Statement filed on December 19, 2005, as Instrument 50038570068, with the Texas Secretary of State (“State UCC”).

			The above documents and any other loan documents executed by Borrower, including, in each case, any prior amendments thereto, together with this Assumption Agreement are hereinafter collectively defined as the “Loan Documents”,

B.		As of February 18, 2011:

		The principal balance outstanding under the Note was $15,675,000.00;

Accrued interest on the Note has been paid through January 31, 2011;

The balance in the tax escrow reserve (as defined in Section 3.4 of the Security Instrument) was $203,832.12;

The balance in the insurance escrow reserve (as defined in Section 3.3 of the Security Instrument) was $-0-;

The balance in the replacement reserve (as defined in the Reserve and Security Agreement) was $-0-; and

The balance in the tenant improvement and leasing commission escrow reserve (as defined in the Reserve and Security Agreement) was $-0-.

Borrower has sold and conveyed the Property and the Collateral to Assumptor, or is about to sell and convey the Property and the Collateral to Assumptor, and both parties desire to obtain from Noteholder a waiver of any right Noteholder may have under the Loan Documents to accelerate the Maturity Date of the Note by virtue of such conveyance.

Subject to the terms and conditions hereof, Noteholder is willing to consent to the sale and conveyance of the Property and the Collateral, and to waive any right of acceleration of the Maturity Date of the Note upon assumption by Assumptor of all obligations of Borrower under the Loan Documents.

NOW THEREFORE, FOR VALUABLE CONSIDERATION, including, without limitation, the mutual covenants and promises contained herein, the parties agree as follows:

Incorporation. The foregoing recitals are incorporated herein by this reference.

Assumption Fee. As consideration for Noteholder’s execution of this Assumption Agreement and in addition to any other sums due hereunder, Borrower and Assumptor agree to pay Noteholder or Noteholder’s servicer(s) (all as set forth in the escrow instructions to be executed in connection with the closing of this assumption) an assumption fee of $25,000.00, due on execution of this Assumption Agreement by Noteholder.

Conditions Precedent. The following are conditions precedent to Noteholder’s obligations under this Assumption Agreement:

The irrevocable commitment of Fidelity National Title Insurance Company (“Title Company”) to issue CLTA 110.5, CLTA 104.8 and CLTA 111.4 (or equivalent) endorsements to Title Company’s Title Policy dated December 12, 2005 (“Existing Title Policy”), in each case in form and substance acceptable to Noteholder and without deletions or exceptions other than as expressly approved by Noteholder in writing, or the irrevocable commitment of a title company approved by Noteholder to issue a new policy identical to Existing Title Policy, insuring Noteholder that the priority and validity of the Security Instrument has not been and will not be impaired by this Assumption Agreement, the conveyance of the Property, or the transaction contemplated hereby;

Receipt and approval by Noteholder of: (i) the executed original of this Assumption Agreement; (ii) an executed original of a Memorandum of Assumption Agreement in the form attached hereto as EXHIBIT A and otherwise in form and substance acceptable to Noteholder (“Memorandum of Assumption Agreement”); and (iii) any other documents and agreements which are required pursuant to this Assumption Agreement, in form and content acceptable to Noteholder;

Recordation in the Official Records of the Memorandum of Assumption Agreement, together with such other documents and agreements, if any, required pursuant to this Assumption Agreement or which Noteholder has requested to be recorded or filed;

Delivery to Noteholder of UCC-1 Financing Statements in proper form for filing in the appropriate jurisdictions as determined by Noteholder, which Assumptor expressly authorizes Noteholder to file;

Execution and delivery to Noteholder by New Guarantor of a Guaranty of Recourse Obligations (“New Guaranty”) in favor of Noteholder and in form and substance acceptable to Noteholder, pursuant to which New Guarantor irrevocably guarantees payment for certain matters under the Note as more specifically set forth in the New Guaranty;

Execution and delivery to Noteholder by Assumptor and New Guarantor of Environmental Indemnity Agreement (“New Environmental Agreement”) in favor of Noteholder and in form and substance acceptable to Noteholder;

Delivery to Noteholder of the organizational documents and evidence of good standing of Assumptor, its constituent parties, and of New Guarantor, together with such resolutions or certificates as Noteholder may require, in form and content acceptable to Noteholder, authorizing the assumption of the Loan and executed by the appropriate persons and/or entities on behalf of Assumptor and New Guarantor;

The representations and warranties contained herein are true and correct;

Receipt by Noteholder of certificates of insurance evidencing Assumptor’s casualty insurance policy (ACORD 27) and comprehensive liability insurance policy (ACORD 25) with respect to the Property, each in form and amount satisfactory to Noteholder, with the annual premium for same to be paid at closing;

Receipt by Noteholder of a copy of the special warranty deed by which title to the Property will be conveyed to Assumptor, and the purchase and sale agreement documenting the sale of the Property to Assumptor;

Receipt by Noteholder of an executed assignment of the purchaser’s interest in the purchase and sale agreement for the Property from the purchaser named therein to Assumptor;

Receipt by Noteholder of an executed Form W-9 for Assumptor;

Receipt by Noteholder of a copy of the new property management agreement for the Property in form and substance, and with a manager,

acceptable to Noteholder, along with an executed assignment of management agreement acceptable to Noteholder;

Noteholder shall have received such opinions of counsel as may be required by Noteholder’s counsel or the Loan Documents, addressed to Noteholder with respect to the enforceability, due execution and compliance of this Assumption Agreement, the transfer to Assumptor, and the transactions referenced herein with the provisions of the Internal Revenue Code as the same pertain to real estate mortgage investment conduits;

Noteholder shall have received opinions of counsel to Assumptor and Guarantor opining with respect to (i) the validity and enforceability of this Assumption Agreement and the terms and provisions hereof, and any other agreement ,executed in connection with the transactions contemplated hereby, (ii) the authority of the Assumptor and New Guarantor (and any constituents thereof), to execute and deliver this Assumption Agreement and perform their obligations under the Note and other Loan Documents, and (iii) such other matters as reasonably requested by the Noteholder;

Payment of the assumption fee provided for in Section 2 above;

Borrower’s or Assumptor’s reimbursement to Noteholder of Noteholder’s costs and expenses incurred in connection with this Assumption Agreement and the transactions contemplated hereby, including, without limitation, title insurance costs, escrow and recording fees, attorneys’ fees, appraisal, engineers’ and inspection fees and documentation costs and charges, whether such services are furnished by Noteholder’s employees, agents or independent contractors; and,

Receipt of a current site inspection shall be to Noteholder to its satisfactory review.

Effective Date. The effective date of this Assumption Agreement shall be the date the Memorandum of Assumption Agreement is recorded in the Official Records (“Effective Date”).

Assumption. Assumptor hereby assumes and agrees to pay when due all sums due or to become due or owing under the Note, the Security Instrument and the other Loan Documents and shall hereafter faithfully perform all of Borrower’s obligations under and be bound by all of the provisions of the Loan Documents and assumes all liabilities of Borrower under the Loan Documents as if Assumptor were an original signatory thereto. The execution of this Assumption Agreement by Assumptor shall be deemed its execution of the Note, the Security Instrument and the other Loan Documents.

Partial Release of Borrower; Release of Noteholder. Noteholder hereby releases (on the Effective Date) Borrower from liability under the Loan Documents other than this Assumption Agreement; provided however, that the parties hereby acknowledge and agree that Borrower is expressly not released from and nothing contained herein is intended to limit, impair, terminate or revoke, any of Borrower’s obligations with respect to the matters set forth in Article 11 of the Note, to the extent the same arise out of or in connection with any act or omission occurring on or before the Effective Date (the “Retained Obligations”), and that such obligations shall continue in full force and effect in accordance with the terms and provisions thereof and hereof. Borrower’s obligations under the Loan Documents with respect to the Retained Obligations shall not be discharged or reduced by any extension, amendment, renewal or modification to, the Note, the Security Instrument or any other Loan Documents, including, without limitation, changes to the terms of repayment thereof, modifications, extensions or renewals of repayment dates, releases or subordinations of security in whole or in part, changes in the interest rate or advances of additional funds by Noteholder in its discretion for purposes related to those set forth in the Loan Documents. Each of Borrower, Original Guarantor, Assumptor and New Guarantor hereby fully releases (on the Effective Date) Noteholder and any servicer(s) of the Loan from any liability of any kind arising out of or in connection with the Loan or the Loan Documents other than this Assumption Agreement. Each of Borrower, Original Guarantor, Assumptor and New Guarantor after consultation with its respective attorney, hereby expressly waives the benefits of the provisions of applicable law, if any, which provides to the effect that:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which, if known by him or her, must have materially affected his or her settlement with the debtor.”

			From time to time without first requiring performance on the part of Assumptor, Noteholder may look to and require performance by Borrower of all Retained Obligations. Borrower waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest and notices of dishonor of all or any part of the indebtedness now existing or hereafter arising under the Loan Documents.

	7.		Confirmation of Guaranty; Partial Release of Original Guarantor. Nothing contained herein is intended to limit, impair, terminate or revoke Original Guarantor’s obligations under the Guaranty to the extent the same arise out of or in connection with any act or omission occurring on or before the Effective Date and such obligations shall continue in full force and effect in accordance with the terms and provisions of the Guaranty; provided, however, Noteholder hereby releases Original Guarantor from its obligations under the Guaranty to the extent

the same arise out of or in connection with any act or omission occurring after the Effective Date.

Representations and Warranties.

Assignment. Borrower and Assumptor each hereby represents and warrants to Noteholder that Borrower has irrevocably and unconditionally transferred and assigned to Assumptor all of Borrower’s right, title and interest in and to:

The Property and the Collateral;

ii.

The Loan Documents;

iii.

All leases related to the Property or the Collateral;

iv.

All rights as named insured under all casualty and liability insurance policies (and all endorsements in connection therewith) relating to the Property or the Collateral (unless, but only to the extent that, Assumptor is obtaining its own such insurance policies);

All reciprocal easement agreements, operating agreements, and declarations of conditions, covenants and restrictions related to the Property;

vi.

All prepaid rents and security deposits, if any, held by Borrower in connection with leases of any part of the Property or the Collateral; and

vii.

All funds, if any, deposited in impound accounts held by or for the benefit of Noteholder pursuant to the terms of the Loan Documents.

			Borrower and Assumptor each hereby further represents and warrants to Noteholder that no consent to the transfer of the Property and the Collateral to Assumptor is required under any agreement to which Borrower or Assumptor is a party, including, without limitation, under any lease, operating agreement, mortgage or security instrument (other than the Loan Documents), or if such consent is required, that the parties have obtained all such consents.

	b.		No Defaults. Assumptor and Borrower each hereby represents and warrants, to the best of its respective knowledge, that no default, event of default, breach or failure of condition has occurred, or would exist with notice or the lapse of time or both, under any of the Loan Documents, as modified by this Assumption Agreement, and all representations and

warranties herein and in the other Loan Documents are true and correct in all material respects.

Loan Documents. Assumptor represents and warrants to Noteholder that Assumptor has actual knowledge of all terms and conditions of the Loan Documents, and agrees that Noteholder has no obligation or duty to provide any information to Assumptor regarding the terms and conditions of the Loan Documents. Assumptor further agrees that all representations, agreements and warranties in the Loan Documents regarding Borrower, its status, authority, financial condition and business shall apply to Assumptor as well as to Borrower, as though Assumptor were the borrower originally named in the Loan Documents. Assumptor further understands and acknowledges that, except as expressly provided in a writing executed by Noteholder, Noteholder has not waived any right of Noteholder or obligation of Borrower or Assumptor under the Loan Documents and Noteholder has not agreed to any modification of any provision of any Loan Document or to any extension of the Loan.

Financial Statements. Assumptor represents and warrants to Noteholder that the financial statements of Assumptor, of each general partner and of each New Guarantor, if any, previously delivered by Borrower, Assumptor or any of such parties to Noteholder: (i) are materially complete and correct; (ii) present fairly the financial condition of each of such parties; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied or other accounting standards approved by Noteholder. Assumptor further represents and warrants to Noteholder that, since the date of such financial statements, there has been no material adverse change in the financial condition of any of such parties, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered except as previously disclosed in writing by Assumptor to Noteholder and approved in writing by Noteholder.

Reports. Assumptor represents and warrants to Noteholder that, to the best of its knowledge, all reports, documents, instruments and information delivered to Noteholder in connection with Assumptor’s assumption of the Loan: (i) are correct and sufficiently complete to give Noteholder accurate knowledge of their subject matter; and (ii) do not contain any misrepresentation of a material fact or omission of a material fact which omission makes the provided information misleading.

Assumptor Location. Assumptor represents and warrants that its chief executive office (or principal residence, if applicable) is located at the following address: 8 Greenway Plaza, Suite 1000, Houston, TX 77046. Assumptor represents and warrants that its state of formation is Texas. All organizational documents of Assumptor delivered to Noteholder are complete and accurate in every respect. Assumptor’s legal name is exactly

as shown on page one of this Assumption Agreement. Assumptor shall not change Assumptor’s name or, as applicable, Assumptor’s chief executive office, Assumptor’s principal residence or the jurisdiction in which Assumptor is organized, without giving Noteholder at least 30 days’ prior written notice.

No Adverse Change. Assumptor and New Guarantor represent and warrant to Noteholder that since the date of the financial statements for Assumptor and New Guarantor submitted by Assumptor in connection with its application to assume the Loan, there has occurred no material adverse change in the financial condition of Assumptor or New Guarantor.

No Pledge of Equity Interests. Assumptor and New Guarantor represent and warrant to Noteholder that no equity interest in Assumptor has been pledged, hypothecated or otherwise encumbered as security for any obligation, and that no portion of the capital contributed to Assumptor, directly or indirectly, in connection with Assumptor’s acquisition of the Property consists of borrowed funds.

Embargoed Person. Assumptor and New Guarantor represent and warrant that none of the funds or other assets of Assumptor or New Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the USA PATRIOT Act (including the anti-terrorism provisions thereof), the International Economic Powers Act, 50 U.S.C. §§ 1701, et. seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et. seq., and any Executive Orders or regulations promulgated thereunder, including those related to Specially Designated Nationals and Specially Designated Global Terrorists (“Embargoed Person”) and further warrant and represent that no Embargoed Person has any interest of any nature whatsoever in Assumptor or New Guarantor with the result that the investment in Assumptor (whether directly or indirectly) is prohibited by law. Notwithstanding the aforementioned, Assumptor and New Guarantor shall have no duty to investigate or confirm that any shareholders of New Guarantor are in compliance with the foregoing and any violations by such shareholders shall not be a breach hereunder.

Section 1031 of the Internal Revenue Code. Assumptor and New Guarantor informed Noteholder that Assumptor is acquiring the Property and assuming the Loan as part of a transaction which Assumptor and New Guarantor anticipate will comply with the provisions of Section 1031 of the Internal Revenue Code allowing the deferment of any taxable gain or loss as the exchange of like kind property. Assumptor and New Guarantor acknowledge that they have not relied on any advice, representations or statements of Noteholder or Wells Fargo Bank National Association, or their respective employees or agents concerning the tax, legal or investment consequences of Assumptor’s acquisition of the Property and

the assumption of the Loan, including, without limiting the generality of the foregoing, whether the acquisition of the Property and assumption of the Loan will Comply with the requirements of Section 1031 of the Internal Revenue Code or whether the Assumptor’s and New Guarantor’s investment in the Property is suitable, but instead Assumptor and New Guarantor have obtained such tax, legal and investment advice as to the effect of Assumptor’s acquisition of the Property and assumption of the Loan from their own legal and other financial advisors.

Waiver of Acceleration. Noteholder hereby consents to the sale and conveyance of the Property and Collateral and agrees that it shall not exercise its right to cause all sums secured by the Security Instrument to become immediately due and payable because of the conveyance of the Property and the Collateral from Borrower to Assumptor; provided, however, Noteholder reserves its right under the terms of the Security Instrument or any other Loan Document to accelerate all principal and interest in the event of any subsequent sale, transfer, encumbrance or other conveyance of the Property, the Collateral or any interest in Assumptor, except as permitted by the Loan Documents.

10.

Hazardous Materials. Without in any way limiting any other provision of this Assumption Agreement, Assumptor and Borrower expressly reaffirm as of the date hereof, and Assumptor reaffirms continuing hereafter: (a) each and every representation and warranty in the Loan Documents respecting “Hazardous Materials”; and (b) each and every covenant and indemnity in the Loan Documents respecting “Hazardous Materials”.

11.

Multiple Parties. If more than one person or entity has signed this Assumption Agreement as Assumptor or Borrower, then all references in this Assumption Agreement to Assumptor or Borrower shall mean each and all of the persons so signing, as applicable. The liability of all persons and entities signing shall be joint and several with all others similarly liable.

12.

Confirmation of Security Interest. Nothing contained herein shall affect or be construed to affect any lien, charge or encumbrance created by any Loan Document or the priority of that lien, charge or encumbrance. All assignments and transfers by Borrower to Assumptor are subject to any security interest(s) held by Noteholder.

13.

Notices. All notices to be given to Assumptor pursuant to the Loan Documents shall be addressed as follows:

AmREIT Market at Lake Houston, LP
8 Greenway Plaza, Suite 1000
Houston, TX 77046
Attn: Chad Braun
Telephone: 713-860-4924
Telecopy: 713-850-0498

14.

Integration; Interpretation. The Loan Documents, including this Assumption Agreement, contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated herein and supersede all prior negotiations. The Loan Documents shall not be modified except by written instrument executed by Noteholder and Assumptor. Any reference in any of the Loan Documents to the property or the Collateral shall include all or any parts of the Property or the Collateral.

15.

Successors and Assigns. This Assumption Agreement is binding upon and shall inure to the benefit of the heirs, successors and assigns of the parties but subject to all prohibitions of transfers contained in any Loan Document.

16.

Attorneys’ Fees; Enforcement. If any attorney is engaged by Noteholder to enforce, construe or defend any provision of this Assumption Agreement, or as a consequence of any default under or breach of this Assumption Agreement, with or without the filing of any legal action or proceeding, Assumptor shall pay to Noteholder, upon demand, the amount of all attorneys’ fees and costs reasonably incurred by Noteholder in connection therewith, together with interest thereon from the date of such demand at the rate of interest applicable to the principal balance of the Note as specified therein.

17.

Two-Time Right of Transfer of Property. The parties acknowledge that Article 8 (section 8.4) of the Security Instrument provides that Noteholder shall, two times only, consent to the voluntary, sale or exchange of all of the Property, all subject, however, to the terms and conditions set forth therein. The parties agree that this Assumption Agreement and the actions to be taken as contemplated herein shall constitute one such consent.

18.

Miscellaneous.

This Assumption Agreement shall be governed and interpreted in accordance with the laws of the jurisdiction(s) specified in the other Loan Documents as governing the other Loan Documents. In any action brought or arising out of this Assumption Agreement, Borrower and Assumptor, and general partners, members and joint venturers of them, hereby consent to the jurisdiction of any state or federal court having proper venue as specified in the other Loan Documents and also consent to the service of process by any means authorized by the law of such jurisdiction(s). Except as expressly provided otherwise herein, all terms used herein shall have the meaning given to them in the Loan Documents. Time is of the essence of each term of the Loan Documents, including this Assumption Agreement. If any provision of this Assumption Agreement or any of the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed therefrom and the remaining parts shall remain in full force as though the invalid, illegal, or unenforceable portion had not been a part thereof.

Notwithstanding anything to the contrary herein, this Agreement is subject to the provisions of Section Article 11 of the Note as if such provisions were set forth at length herein.

19.

Counterparts. This Assumption Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed an original and all of which taken together will be deemed to be one and the same instrument.

20.

Restricted Account Agreement. The Restricted Account Agreement is modified as follows:

The defined terms “Bank”, “Noteholder” and “Borrower” as used in the Restricted Account Agreement shall refer to the Restricted Account Bank, the Noteholder and the Assumptor, respectively as those terms are defined herein.

ii.

Section 3 of the Restricted Account Agreement is modified by deleting the third sentence thereof and substituting the following: “The Restricted Account shall be assigned the federal tax identification number of Assumptor, which is 27-4534898.”

iii.

Borrower’s addresses for notices set forth in the Restricted Account Agreement are deleted and the notice addresses for Assumptor and Noteholder set forth herein are substituted therefor.

Restricted Account Bank confirmed its agreement to the foregoing modifications to the Restricted Account Agreement by separate letter agreement for the benefit of Borrower, Assumptor and Noteholder.

IN ACCORDANCE WITH SECTION 26,02 OF THE BUSINESS AND COMMERCE CODE, THE PARTIES ACKNOWLEDGE THAT THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, Noteholder, Assumptor, New Guarantor, Borrower, and Original Guarantor have caused this Assumption Agreement to be duly executed as of the date first above written.


	NOTEHOLDER: U.S. Bank National Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006- HQ8


	By:	Wells Fargo Bank, National Association, as
		Master Servicer under the Pooling and Servicing
		Agreement dated as of March 1, 2006, by and among Morgan Stanley Capital Inc., Wells Fargo Bank, National Association, J. E. Robert Company Inc., U.S. Bank National Association and Bank of America, as successor by merger to Lasalle Bank National Association


	By:	/s/ Wayne Ventus, Jr.
		Name: Wayne Ventus, Jr.
		Title: Assistant Vice President


ASSUMPTOR:

AmREIT Market at Lake Houston, LP, a Texas limited partnership

By:	AmREIT Market at Lake Houston GP, LLC, a Texas limited liability company, its general partner

	By:	/s/ Chad Braun Name: Chad Braun Title: Vice President

NEW GUARANTOR:

AmREIT, Inc., a Maryland corporation

By:	/s/ Chad Braun

	Name: Chad Braun
	Title: Vice President


BORROWER: AmREIT Lake Houston, LP, a Texas limited partnership
By:	/s/ Chad C. Braun
	Name:	Chad C. Braun
	Title:	Vice President

ORIGINAL GUARANTOR: AmREIT Monthly Income & Growth Fund, Ltd., a Texas limited partnership
By:	/s/ Chad C. Braun
	Name:	Chad C. Braun
	Title:	Vice President