**Exhibit 10.8**
**ASSIGNMENT AND ASSUMPTIONAGREEMENT**
        THIS ASSIGNMENT AND ASSUMPTION AGREEMENT***(“Agreement”)*** is made and entered into as ofthe 16th day of August, 2004, by and between VESTIN FUND III, LLC, aNevada limited liability company ***(“Assignor”)***and VFIII HQ, LLC, a Nevada limited liability company***(“Assignee”)***.
**WITNESSETH:**
        WHEREAS, Luke Properties, LLC, a Nevadalimited liability company ***(“Luke”)*** is theowner of that certain real property with all buildings andimprovements located thereon situated at 8379 W. Sunset Road, LasVegas, Nevada 89113 and commonly known as the “VestinBuilding” (the ***“Premises”***); and
        WHEREAS, Luke and Assignor have enteredinto that certain Purchase Agreement dated as of August 1, 2004(the ***“Purchase Agreement”***) pursuant to whichLuke has agreed to sell, and Assignor has agreed to buy, the Premiseson the terms and conditions set forth in the Purchase Agreement; and
        WHEREAS, Assignor is the sole member ofAssignee; and
        WHEREAS, Assignee has agreed to accept anassignment of Assignor's right, title and interest in the PurchaseAgreement, and assume all obligations and duties of Assignor undersaid Purchase Agreement and under all other documents entered into byand between Assignor and Luke as set forth below.
        NOW, THEREFORE, for good and valuableconsideration, the receipt and sufficiency of which is herebyacknowledged, Assignor and Assignee hereby agree as follows:
        1.  Assignor hereby assigns to Assigneeall of its right, title and interest in and to the Purchase Agreementand all other documents (the ***“ClosingDocuments”***) entered into by and between Assignor andLuke in connection with the purchase of the Premises.
        2.  Assignee, bysigning below, evidences its acceptance of the assignment herein andagrees to the assumption of all obligations and duties of Assignorunder the Purchase Agreement and the Closing Documents.
        3.  Assignorrepresents and warrants to Assignee that (i) Assignor has notpreviously assigned any of its right, title or interest under thePurchase Agreement or Closing Documents to any other person or party,and (ii) Assignor is not in default of any provision of thePurchase Agreement.
        4. The parties hereto shall execute, acknowledge, and deliver suchother instruments and documents as may be reasonably necessary orappropriate to carry out the full intent and purpose of thisAssignment.
-1-

 

        5.  ThisAssignment and the rights of the parties hereto shall be interpreted,governed, and construed in accordance with the laws of the State ofNevada, and venue of any action shall be brought in theU.S. Federal District Court or the State Courts of Nevada.
        6.  ThisAssignment shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns.
        7.  ThisAssignment may be signed in any number of counterparts, each of whichshall be deemed to be an original and all of which together shall bedeemed to be one and the same.
        INWITNESS WHEREOF, the parties hereto have caused this Assignment to beexecuted as of the day and year first above written.         **ASSIGNOR:** **ASSIGNEE:** **VESTIN FUND III, LLC,** a Nevadalimited liability company **VF III HQ, LLC,** a Nevada limitedliability company By: Vestin Mortgage, Inc., a Nevada corporation, itsSole Manager By: Vestin Fund III, LLC, a Nevada limitedliability company, its Sole Member       By: Vestin Mortgage, Inc., a Nevadacorporation, its Sole Manager  By: /s/ Lance K. BradfordName: Lance K. Bradford