Assignment Agreement between Montgomery Equity Partners, Ltd. and Highgate House Funds, Ltd. for Debenture Rights of Enclaves Group, Inc.

 Exhibit 10.9 ASSIGNMENT AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that on this 12th day of August, 2005, MONTGOMERY EQUITY PARTNERS, LTD. (the "ASSIGNOR") does hereby agree to the following for and in consideration of the sum of $1,881,660.77 and other good and valuable consideration received from the persons listed on EXHIBIT "A" hereto (the "ASSIGNEE"): 1. DEBENTURES. Assignor is the legal and beneficial owner of that certain Amended and Restated Secured Debenture dated as of May 16, 2005 in the original principal amount of $3,781,130 (the "DEBENTURES"), delivered by Enclaves Group, Inc. (the "COMPANY") to the Assignor. The Assignor hereby absolutely, irrevocably and unconditionally sells, assigns, conveys, contributes and transfers to the Assignee ONE MILLION EIGHT HUNDRED EIGHTY ONE THOUSAND SIX HUNDRED SIXY AND 77/100 DOLLARS ($1,881,660.77) of the Debenture and all of its rights thereunder, including without limitation the right to collect from the Company the principal amounts outstanding thereunder as of the date hereof as set forth opposite Assignee's name on EXHIBIT "A," plus accrued but unpaid liquidated and interest thereunder. This assignment is made free and clear of any and all claims, liens, demands, restrictions or encumbrances of any kind whatsoever. The Assignor shall hereby return the original Debentures to the Assignee upon the execution of this Agreement. 2. REPRESENTATIONS AND WARRANTIES. The Assignor hereby represents and warrants to and covenants with the Assignee that the Assignor has full right and authority to enter into and perform their obligations under this Assignment. 3. ADDITIONAL DOCUMENTS. The Assignor agrees to execute any and all other documents which are, in the opinion of the Assignee or its counsel, necessary to carry out the terms and conditions of this Assignment. 4. EFFECTIVE DATE AND COUNTERPART SIGNATURE. This Assignment Agreement shall be effective as of the date first written above. This Assignment Agreement, and acceptance of same, may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation of execution by telex or by telecopy or telefax of a facsimile signature page shall be binding upon that party so confirming. IN WITNESS WHEREOF, the Assignor has executed this Assignment Agreement on the day and year first above written. [SIGNATURE PAGE TO IMMEDIATELY FOLLOW]  THE ASSIGNOR: MONTGOMERY EQUITY PARTNERS, LTD. By: /s/ Robert Press ------------------------------------ Name: Robert Press Its: Portfolio Manager ACCEPTANCE OF ASSIGNMENT The undersigned, being the Assignee set forth above, does hereby acknowledge and accept the foregoing Assignment on this 12th day of August, 2005. ASSIGNEE: HIGHGATE HOUSE FUNDS, LTD. By: /s/ Adam Gottbetter ------------------------------------ Name: Adam Gottbetter Its: Portfolio Manager  CONSENT Enclaves Group, Inc. hereby consents to the assignment of the Debentures from the Assignor to the Assignee. Enclaves Group, Inc. By: /s/ Daniel G. Hayes ------------------------------------ Name: Daniel G. Hayes Its: President & CEO  EXHIBIT "A" Original Principal Assignee Name: Debenture Amount Assigned: Purchase Price: -------------- --------- ---------------- --------------- Highgate House Funds, Ltd. May 16, 2005 $1,881,660.77 $1,881,660.77 TOTAL $1,881,660.77 $1,881,660.77