exhibit10-8.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.8

        

      

    


    FIFTH
AMENDMENT TO PURCHASE AND SALE AGREEMENT

    AND
ESCROW INSTRUCTIONS

    


     

    THIS
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this
“Amendment”) is made as
of this 23rd day of
January 2008, by and between OWENS MORTGAGE INVESTMENT FUND (“Seller”), and NANOOK VENTURES
LLC, a Delaware limited liability company (“Purchaser”), successor to
DUPONT FABROS DEVELOPMENT LLC, a
Delaware limited liability company (“DFD”).

     

    RECITALS:

     

    A.           Seller
and DFD entered into that certain Purchase and Sale Agreement and Escrow
Instructions dated as of July 24, 2007 (the “Original Contract”).

     

    B.           Pursuant
to that certain Assignment and Assumption of Purchase and Sale Agreement and
Escrow Instructions dated as of August 7, 2007, DFD assigned the Original
Contract to Purchaser in accordance with Article 18 of the
Contract.

     

    C.           Pursuant
to that certain First Amendment to Purchase and Sale Agreement and Escrow
Instructions dated as of August 24, 2007, that certain Second Amendment to
Purchase and Sale Agreement and Escrow Instructions dated as of October 3, 2007,
that certain Third Amendment to Purchase and Sale Agreement and Escrow
Instructions dated as of October 18, 2007, and that certain Fourth Amendment to
Purchase and Sale Agreement and Escrow Instructions dated as of December 14,
2007, Purchaser and Seller amended the Original Contract on the terms set forth
therein (the Original Contract, as assigned and amended by the First Amendment,
the Second Amendment, the Third Amendment and the Fourth Amendment, the “Contract”).

     

    D.           The
parties wish to amend the Contract as set forth herein.

     

    NOW,
THEREFORE, WITNESSETH:

     

    For good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Purchaser and Seller hereby agree as follows:

     

    1. Definitions.  Each
defined term used but not defined herein has the meaning ascribed thereto in the
Contract.

     

    2. Contingency
Period.  The “Contingency Period,” as defined in Section 1 of
the Contract, is hereby extended to February 29, 2008.

     

               3.           Closing
Date.  Notwithstanding the language in the Contract to the
contrary, the “Closing Date”, as defined in Section 1 of the Contract, is hereby
extended to March 31, 2008.

    


    4.           Multiple
Counterparts.  This Amendment may be executed in a number of
identical counterparts.  If so executed, each of such counterparts
shall, collectively, constitute one agreement, but in making proof of this
Amendment, it shall not be necessary to produce or account for more than one
such counterpart.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.           Ratification.  The
Contract is in full force and effect and is hereby ratified.  Except
as amended by the terms hereof, the Contract has not been amended or modified,
and the Contract has not been assigned.

     

    [Signatures
appear on following page.]

     


    
      
        
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    IN WITNESS WHEREOF, the parties hereto
have, by their duly authorized representatives, executed this Amendment as of
the date first above written.

     

    


     

    SELLER:

    


    OWENS
MORTGAGE INVESTMENT FUND

    


    


    


    


    By: /s/ William C. Owens
(SEAL)

    Name:  William C.
Owens

    Title:     President

    


    


    


    


    [Purchaser’s
Signature on Next Page]

    


    
      
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            PURCHASER:

    


     

    Nanook
Ventures LLC,

    a
Delaware limited liability company

    


    By:           Nanook
Interests LLC, a Delaware limited liability

    Company, Managing Member

    


    By:           Nanook
Management LLC, a Delaware

    limited liability company,
Managing

    Member

    


    


    By:  /s/ Hossein Fateh
(SEAL)

                 
Name:  Hossein Fateh

                 
Title:    Manager

    


    


    


    


    


     

    


    



    
      
        
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          351152 v1/RE