exhibit10-5.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
10.5

          

        

      


      SECOND
AMENDMENT TO PURCHASE AND SALE AGREEMENT

      AND
ESCROW INSTRUCTIONS

      


       

      THIS
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this
“Amendment”) is made as
of this 3rd day of
October, 2007, 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, Purchaser and Seller amended the
Original Contract on the terms set forth therein (the Original Contract, as
amended by the First 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 for ten (10) business days to October 18,
2007.

       

                 3.           Closing
Date.  The “Closing Date,” as defined in Section 1 of the
Contract, is hereby extended to December 17, 2007.

      


      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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      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]

      


      
        
          -2-

        

        
          
          

          
            

          

        

        
          
          

        

      

      


              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/ Lammot J. DuPont
(SEAL)

      Name: Lammot J.
DuPont

      Title:   Managing
Member

      


      


      


      


      


       

      


      



      
        
          
            -3-

            339836 v1/RE