ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT 10

Execution Copy

ASSIGNMENT AND ASSUMPTION AGREEMENT

     This Assignment and Assumption Agreement (this “Agreement”), is dated November 27, 2006 by and between FS Private Investments III LLC (“Assignor”), and Jefferies Group, Inc. (“Assignee”).

     WHEREAS, Assignor is a limited partner holding a limited partnership interest (the “Interest”) in Jefferies Capital Partners IV L.P., a Delaware limited partnership (the “Partnership”);

     WHEREAS, Assignor desires to assign, transfer and deliver to Assignee, and Assignee has agreed to assume and acquire from Assignor, a portion of its right, title and interest in and to the Interest in the Partnership, in an amount representing a Capital Commitment of $19 million (the “Assigned Interest”), and Assignee has agreed to assume and perform all of the liabilities and obligations of Assignor with respect to the Assigned Interest under the Amended and Restated Limited Partnership Agreement of the Partnership dated as of May 31, 2006, as amended, supplemented or otherwise modified (the “Partnership Agreement” and together with the Subscription Agreement, (the “Operative Documents”)). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement; and

     WHEREAS, JCP IV LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”) desires to consent to the assignment and assumption contemplated herein, and to the admission of Assignee as a substituted Limited Partner of the Partnership, subject to the terms and conditions as set forth herein.

     NOW, THEREFORE, in consideration of Assignee’s assumption of Assignor’s obligations under the Operative Documents, the mutual agreements, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

     Section 1. Assignment and Assumption. As of the date hereof, the Assignor hereby assigns and transfers to Assignee, and Assignee hereby accepts and acquires all of Assignor’s right, title and interest in and to the Assigned Interest, and all of Assignor’s rights, claims and causes of action related thereto, free and clear of all liens, pledges, claims, security interests, encumbrances, charges, restrictions, or limitations of any kind whether arising by agreement, operation of law or otherwise, other than any restriction that arises out of or is based on the Operative Documents. Assignee hereby assumes and agrees to perform all of the liabilities and obligations of Assignor with respect to the Assigned Interest under the Operative Documents. As of the date hereof, Assignee, by its execution and delivery of this Agreement, shall become a Limited Partner of the Partnership in substitution of Assignor to the extent of the Assigned Interest, and hereby agrees to be bound by all of the terms and conditions of the Operative Documents.

     Section 2. Representations and Warranties of Assignor. Assignor hereby represents and warrants to the General Partner and the Partnership that Assignor has the power and authority, and is duly authorized, to enter into this Agreement and upon its execution and delivery, this Agreement will be a binding and valid obligation of Assignor, enforceable against the Assignor in accordance with its terms. In addition, Assignor represents, warrants and agrees with the General Partner and the Partnership that (i) the transfer of the Assigned Interest is exempt from and does not require compliance with the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws, (ii) such transfer is not being made on an established securities market as defined under Section 7704 of the Code, (iii) to the Assignor’s actual knowledge, there has not been a material adverse change to the Partnership’s business or operations, and (iv) the Capital Account balance attributable to the Assigned Interest is equal to or greater than the purchase price of the Assigned Interest.

     Section 3. Representations and Warranties of Assignee. Assignee hereby represents and warrants to the General Partner and the Partnership as follows:

     (a) Assignee has the power and authority to enter into this Agreement and upon its execution and delivery, this Agreement will be a valid and binding obligation of Assignee, enforceable against the Assignee in accordance with its terms.

     (b) Assignee acknowledges that it has received all the information it deems necessary and appropriate regarding the Partnership and the Assigned Interest, has had the opportunity to make inquiries of both the Partnership and the Assignor and has had the opportunity to request additional information regarding the Partnership.

     (c) Assignee hereby certifies, represents and warrants that the Assignee is (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and (ii) a “qualified purchaser” as such term is used in Section 3(c)(7) of the Investment Company Act.

     (d) Assignee is acquiring the Assigned Interest solely for its own account for investment, and not with a view to the sale or distribution of any part thereof, and it has no present intention of selling, granting participation in or otherwise distributing the same.

     (e) Assignee understands that the Assigned Interest has not been registered under the Securities Act and that any transfer or other disposition of the Assigned Interest may not be made without registration under the Securities Act or pursuant to an applicable exemption therefrom. Assignee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to such person, or to any third person, with respect to the Assigned Interest.

     (f) Assignee is duly authorized and has the legal capacity to execute this Agreement and to perform its obligations hereunder.

     Section 4. Payment by Assignee; Other Undertakings. The Assignee agrees to pay to the Assignor, in addition to the other consideration referred to herein, an amount equal to $3,240,449 in respect of amounts previously funded by the Assignor in respect of the Assigned Interest under the Operative Documents. In addition, the Assignee agrees to execute a Partnership Agreement, and absolutely and unconditionally assume all f