Assignment of Contract

ASSIGNMENT OF CONTRACT RIGHTS AND OBLIGATIONS



                  ASSIGNMENT OF CONTRACT RIGHTS AND OBLIGATIONS
                  ---------------------------------------------

     Assignment dated June 30, 2004 between Duane Bennett ("Assignor") and Axiom
III,  Inc.,  a  Nevada  Corporation  ("Assignee").

     WHEREAS,  Assignor  is  a  party to that certain agreement dated August 27,
2003, captioned "Lessard Property Management Services, Inc. Residential Property
Management  Agreement,"  a  copy  of  which  is  attached  hereto  as Exhibit A;

     WHEREAS,  Assignor  has  reorganized the ownership of one of the properties
under  management  by  Lessard Property Management Services, Inc. ("Lessard") so
that  such  property  is  now owned by Assignee, and now desires to transfer the
rights  and obligations under Lessard's agreement (Exhibit A) to the Assignee as
well;  and

     WHEREAS,  Assignee  would  like to receive an assignment of both the rights
and  obligations  of  Lessard's  Agreement  (Exhibit  A);

     NOW  THEREFORE,  in consideration of the mutual promises and agreements set
forth  herein,  and other valuable consideration, the receipt and sufficiency of
which  both  parties  hereby  acknowledge,  the  parties  agree  as  follows:

     1.     Assignor  hereby  assigns its rights and obligations under Lessard's
Agreement  (as  set  forth  in  Exhibit  A) to the following limited extent: the
assignment  of  rights  and  obligations shall apply only to the apartment house
located  at  80  Cochran Street, Chicopee, Massachusetts.  Assignor shall retain
all  other  rights  and obligations not specifically pertaining to the apartment
house  at  80  Cochran  Street.

     2.     Assignee  hereby  agrees to receive and honor the foregoing assigned
rights  and  obligations.

     3.     Said  assignment  is  expressly  conditioned  on  Lessard's  written
approval  and  consent  of  same.

     4.     Once  Lessard  approves  and  consents  to this assignment, Assignor
shall  be  released  from  and  held  harmless from all liability or obligations
assigned  by this Assignment, and shall have no further legal responsibility for
them.  Likewise,  upon  Lessard's  approval  and  consent, Assignor releases and
holds  harmless  Assignee  and  Lessard  from  all  liability  or obligations to
Assignee,  and  waives  all further claims arising from or related to the rights
assigned  herein.

     IN  WITNESS  WHEREOF,  the  parties  have  signed  this  agreement  below.

AXIOM  III,  INC.  (Assignee)            Assignor

_______________________________          __________________________________
By:  Duane  Bennett,  President          Duane  Bennett,  in his individual
                                         capacity


     On behalf of Lessard Property Management Services, Inc., I am authorized to
approve  and consent to the foregoing assignment, effective as of the date first
appearing  above.

LESSARD  PROPERTY  MANAGEMENT  SERVICES,  INC.

__________________________________
By:  Paul  D.  Lessard,  President