FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

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 XXXXX 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:

XXXXX MORTGAGE INVESTMENT FUND

By: /s/ Xxxxxxx X. Xxxxx (SEAL)

Name:  Xxxxxxx X. Xxxxx

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/ Xxxxxxx Xxxxx (SEAL)

              Name:  Xxxxxxx Xxxxx

              Title:    Manager

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