EXHIBIT 1.2



                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         ASSIGNMENT AND ASSUMPTION AGREEMENT made as of January 1, 2002, by and
between RCG Brinson Patrick, a division of Ramius Securities, LLC, having its
principal office at 666 Third Avenue, 26th Floor, New York, New York 10017
("Assignor"), Brinson Patrick Securities Corporation, having its principal
office at 330 Madison Avenue, 9th Floor, New York, New York 10017
("Assignee"), and Sun Communities, Inc., a corporation organized and existing
under the laws of the State of Maryland (the "Company"). Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed thereto in the
Sales Agreement (as defined below).

         WHEREAS, Assignor is, as of the date hereof, a party to that certain
Sales Agreement dated as of October 3, 2001 between the Company and the Assignor
(the "Sales Agreement"); and

         WHEREAS, Assignor wishes to assign all of its rights and obligations in
and under the Sales Agreement to Assignee, and Assignee wishes to accept such
assignment and assume all such obligations, effective the date hereof.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor, Assignee and the Company
agree as follows:

                 1. Assignor hereby transfers and assigns all of its rights,
obligations, protections, indemnities and interests in and under the Sales
Agreement arising on and after the date hereof to Assignee.

                 2. Assignee hereby accepts such assignment, irrevocably assumes
all liabilities and obligations in respect thereof arising on and after the date
hereof, and agrees to be bound by the provisions of the Sales Agreement.

                 3. The Company hereby consents to the foregoing assignment and
assumption and both the Assignee and the Company hereby agree to release
Assignor, its affiliates, parents and subsidiaries and their respective members,
partners, directors, officers, employees and agents from any actions and causes
of action, suits, debts, covenants, contracts, agreements, judgments, charges,
claims and demands whatsoever which arise on or after the date of this
Agreement. For the avoidance of doubt, in the event any of the foregoing, or any
liabilities or obligations with respect to any of the foregoing, relate to
liabilities or obligations arising out of the sale of shares of the Company's
stock to the public, it shall be deemed to have arisen "on or after the date of
this Agreement" only if the shares of Stock to which the liabilities or
obligations relate were sold to the public on or after the date of this
Agreement. The Company hereby consents to the foregoing assignment and
assumption. As promptly as practicable after the date of this Agreement, the
Company will file a prospectus supplement as a post effective amendment to the
Registration Statement naming Brinson Patrick Securities Corporation as the
Sales Manager under the Sales Agreement. The Company will use its best efforts
to cause such post-effective amendment to the Registration Statement to become
effective as promptly as possible thereafter.






                 4. The parties hereto agree to take such further action as may
be needed to implement the provisions of this Agreement.

                 5. This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by all parties.





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         IN WITNESS WHEREOF, the undersigned have each executed this Assignment
and Assumption Agreement as of the date first written above.

                                  ASSIGNOR:

                                  RCG Brinson Patrick, a division of
                                  RAMIUS SECURITIES, LLC

                                  By:  /s/ Marran Ogilvie
                                       ---------------------------------
                                  Name:    Marran Ogilvie
                                  Title:   General Counsel

                                  ASSIGNEE:

                                  BRINSON PATRICK SECURITIES CORPORATION

                                  By:  /s/ Todd Wyche
                                       ---------------------------------
                                  Name:    Todd Wyche
                                  Title:   Managing Director

                                  COMPANY:

                                  SUN COMMUNITIES, INC.

                                  By:  /s/ Jeffrey P. Jorissen
                                       ---------------------------------
                                  Name:    Jeffrey P. Jorissen
                                  Title:   Chief Financial Officer






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