Contribution Agreement

Contribution Agreement



EXHIBIT 10.37


                            CONTRIBUTION AGREEMENT
        (Real Estate located in Pulaski County, Arkansas and Viaticals)

              For good and valuable consideration, the receipt and sufficiency
          of which are acknowledged, this Contribution Agreement (this
          "Agreement") is made effective on the date indicated hereinbelow that
          the last party executed this Agreement (the "Effective Date"), between
          Capitol Development of Arkansas, Inc., an Arkansas corporation
          ("CDA"), and Trade Partners, Inc., a Michigan corporation ("Trade
          Partners").

                                   PREMISES:

              A. Trade Partners is in the business of acquiring, holding and
          transferring life insurance policies on persons with limited life
          expectancies, referred to as viatical settlement contracts.

              B. CDA owns several large tracts of land in Maumelle, Pulaski
          County, Arkansas, referred to herein as the Maumelle Tracts.

              C. Trade Partners and CDA desire to form a new limited liability
          company pursuant to Arkansas law and having the name, TradeArk
          Properties, LLC ("TradeArk"). Trade Partners and CDA shall be the
          initial members of TradeArk and shall capitalize TradeArk by Trade
          Partners contributing certain viatical settlement contracts described
          herein and CDA contributing the Maumelle Tracts subject to certain
          secured debt of CDA which will be paid by TradeArk.

                                  WITNESSETH:

              1.  Conveyance of Maumelle Tracts. CDA agrees to contribute to
                  -----------------------------
          TradeArk marketable fee simple title to the following described real
          property and improvements, together with all easements, improvements
          and appurtenant rights (hereafter collectively called the "Maumelle
          Tracts");

              1.1 Pine Ridge Tract. That approximately 192 acre tract of land
                  ----------------
          described on Exhibit 1.1, affixed hereto and by this reference made a
          part hereof (hereinafter referred to as the "Pine Ridge Tract");

              1.2 Rector Mountain Tract. That approximately 19 acre tract of
                  ---------------------
          land described on Exhibit 1.2, affixed hereto and by this reference
          made a part hereof (hereinafter referred to as the "Rector Mountain
          Tract");


              1.3 Tract D. That approximately 40 acre tract of land described on
          Exhibit 1.3, affixed hereto and by this reference made a part hereof
          (hereinafter referred to as the "Tract D Tract"); and

              1.4 Tract E. That approximately 6 acre tract of land described on
          Exhibit 1.4, affixed hereto and by this reference made a part hereof
          (hereinafter referred to as the "Tract E Tract").

          CDA and Trade Partners agree that the value of the Maumelle Tracts is
          agreed to be Eight Million Three Hundred Thousand Dollars
          ($8,300,000.00) (the "Agreed Land Value"). TradeArk shall assume at
          Closing debt of CDA associated with the Maumelle Tracts in the exact
          amount of Three Million Eight Hundred Thousand Dollars ($3,800,000.00)
          (the "Maumelle Assumed Debt"), which shall be identified by CDA at
          Closing. Some of the Maumelle Assumed Debt is secured by mortgages
          (the "Assumed Mortgages") on certain parcels of the Maumelle Tracts.

              2.  Conveyance of Viatical Settlement Contracts. Trade Partners
                  -------------------------------------------
          agrees to contribute to TradeArk on the terms hereafter stated, the
          Viatical Settlement Contracts for life insurance policies on
          individuals with a limited life expectancy (the "Viatical Settlement
          Contracts," "VSC's" or "Policies") which are described on Exhibit 2,
          affixed hereto and by this reference made a part hereof. CDA and Trade
          Partners agree that the value of the Viatical Settlement Contracts is
          agreed to be Eight Million Three Hundred Thousand Dollars
                             -------
          ($8,300,000.00) (the "Agreed Viaticals Value").

               3.  Title, Survey And Environmental Assessment.
                   -------------------------------------------

              3.1 Title Commitment. On or before 5:00 o'clock p.m., central
                  ----------------
          daylight savings time on the 5/th/ day after the Effective Date, CDA
          will provide to the Trade Partners a preliminary binder for issuance
          of an ALTA owner's title insurance policy (the "Title Commitment")
          reflecting TradeArk as the proposed insured, in the amount equal to
          the Agreed Land Value, issued by Beach Abstract & Guaranty Company, as
          agent for Chicago Title Insurance Company, showing fee simple title to
          the Maumelle Tracts to be in CDA, together with copies of all
          documents listed therein as exceptions to title. The Title Commitment
          shall include endorsements for zoning, non-imputation for any matters
          known to CDA as exception to the matters known to insured and
          undisclosed exception, contiguity (where applicable), access, tax
          parcel number, and survey, and the Commitment shall be without the
          "standard exceptions" that may be removed upon receipt of an owner's
          affidavit

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          and a survey certified to the rifle company. Trade Partners shall be
          allowed ten (10) business days after receipt of all of the surveys
          described below, the Title Commitment, and all exceptions to title
          referenced in the Title Commitment to notify CDA in writing of any
          objections to CDA's title to the Maumelle Tracts. Title objections may
          also include any objections arising out of Trade Partners' review of
          the surveys described below. Said objections shall be in writing or be
          deemed waived. Objections may be determined by Trade Partners in the
          sole discretion of Trade Partners. Any exception to title disclosed in
          the Title Commitment and not objected to by Trade Partners and the
          Assumed Mortgages shall be deemed a "Permitted Exception". Upon
          receipt of any written objections, CDA shall promptly undertake to
          correct the defects in title objected to by Trade Partners. If CDA is
          unable to correct such defects within five (5) days after Trade
          Partners' receipt of any written objections to rifle, Trade Partners
          will have the option to waive such defect or terminate this Agreement,
          in which event neither party shall have any further rights or
          obligations hereunder. If the rifle binder discloses judgments,
          bankruptcies or other exceptions against other persons having names
          the same as or similar to that of CDA, CDA, on request, shall deliver
          to Trade Partners and the title company affidavits showing that such
          judgments, bankruptcies or other exceptions are not against CDA. CDA
          shall also deliver any affidavits and documentary evidence required by
          the title company to eliminate all exceptions other than the Permitted
          Exceptions appearing in the title binder.

              3.2 Title Policy. On the Closing Date, CDA shall, at CDA's sole
                  ------------
          cost and expense, provide TradeArk with an owner's policy of title
          insurance on the parcels of the Maumelle Tracts then being conveyed
          pursuant to the Title Commitment.

              3.3 Survey. On or before 5:00 o'clock p.m. central daylight
          savings time on the 15/th/ day after the Effective Date, CDA shall
          deliver to Trade Partners current ALTA-ACSM surveys of the Maumelle
          Tracts certified to TradeArk and the title company, with the signature
          and seal of a Registered Land Surveyor for the State of Arkansas
          showing all easements affecting the land, the relation of the land to
          public thoroughfares for access purposes, the location of all
          buildings, and improvements and legal description compatible with
          Exhibits 1.1, 1.2, 1.3 and 1.4, and sufficient to convey title to the
          Maumelle Tracts.

              3.4 Environmental Assessments. Prior to execution of this
                  -------------------------
          Agreement, CDA has, at CDA's sole cost and expense, delivered to Trade
          Partners new or updated Phase I environmental site assessments for the
          Maumelle Tracts prepared by an environmental consultant, which are
          reasonably acceptable to Trade Partners.

                                       3


              4.  Representations and Warranties of CDA. To induce Trade
                  -------------------------------------
          Partners to enter into this Agreement, CDA makes the following
          representations and warranties, each of which is material and relied
          upon by Trade Partners:

              4.1 Authorization. CDA is an Arkansas corporation which is (i)
                  -------------
          duly organized, validly existing and in good standing under the laws
          of the State of Arkansas, (ii) has the power and authority to
          contribute and convey the Maumelle Tracts; and (iii) prior to the
          Closing, shall have taken all actions required for the consummation of
          the transactions contemplated by this Agreement, or any other document
          delivered or to be delivered in connection with this Agreement;

              4.2 Title. CDA is the sole owner of good, fee simple,
                  -----
          unencumbered, marketable title to all of the real property to be
          contribute to TradeArk under this Agreement, subject only to the liens
          and encumbrances expressly stated in the Title Commitment, and those
          to be satisfied at or prior to Closing.

              4.3 No Contract Violations. The performance of the obligations of
                  ----------------------
          CDA under this Agreement will not violate any contract, document,
          order, or judgment applicable to CDA.

              4.4 No Litigation. There are no claims, litigation, or
                  -------------
          proceedings, pending, or, to the best of CDA's knowledge after due
          inquiry, threatened against the Maumelle Tracts.

              4.5. No Transfer. CDA will not transfer, lease or otherwise
                   -----------
          encumber the Maumelle Tracts prior to Closing.

              4.6. No Improvements. No improvements, repairs or other
                   ---------------
          construction has occurred on the Maumelle Tracts within 120 days prior
          to the effective date of this Agreement.

              4.7. No Leases or Contracts. There are no written or oral leases
                   ----------------------
          or occupancy agreements for any space on the Maumelle Tracts. There
          are no contracts or other agreements (other than as set forth in the
          Title Commitment) that could be binding on the Maumelle Tracts, except
          for a development agreement which CDA has entered with The Hathaway
          Group for the development of an office building on approximately five
          (5) acres of the Tract D Tract.

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              4.8.  No Law Violations. There are not now outstanding, with
                    -----------------
          respect to the Maumelle Tracts, any notices of any uncorrected
          violations of any laws, statutes, ordinances, roles or regulations.

              4.9.  No Condemnation. No condemnation proceedings or eminent
                    ---------------
          domain proceedings are now pending or, to the best of Seller's
          knowledge, after due inquiry, contemplated against the Maumelle
          Tracts.

              4.10. No Assessments. No improvements have been installed or, to
                    --------------
          the best of CDA's knowledge, after due inquiry, are contemplated which
          could give rise to a special assessments against the Maumelle Tracts.

              4.11. Utility Availability. To the best of CDA's knowledge, after
          due inquiry, all water, sewer, gas, electricity, oil, telephone, cable
          and other utilities required for the development of the Maumelle
          Tracts, either enter the Maumelle Tracts through adjoining public
          streets, or if they pass through adjoining private land, do so in
          accordance with legal, valid and enforceable permanent public or
          private easements which will inure to the benefit of Trade Partners.

              4.12. Environmental Compliance. For purposes of this paragraph,
                    ------------------------
          Hazardous Material shall mean asbestos, asbestos-containing materials,
          polychlorinated biphenyls (PCBs), petroleum products and any other
          hazardous, dangerous or toxic materials, wastes and substances which
          are defined, determined or identified as such in any federal, state or
          local laws, roles, regulations, ordinances, orders, codes or statutes,
          in each case as amended including, without limitation, the Resource
          Conservation and Recovery Act (42 U.S.C. (S) 6901 et seq.), Safe
          Drinking water Act (42 U.S.C. (S) 3000(f) et seq.), Toxic Substances
          Control Act (15 U.S.C. (S) 2601 et seq.,), Clean Air Act (42 U.S.C.
          (S) 7401 et seq.), Comprehensive Environmental Response, Compensation
          and Liability Act (42 U.S.C. (S) 9601 et seq.) and any law, statute,
          regulation, role or ordinance of the State in which the Premises is
          located and any other governmental entity with jurisdiction over the
          Premises or any part thereof, concerning such hazardous, special or
          toxic materials, wastes or substances or any judicial or
          administrative interpretation of such laws, rules or regulations (all
          of the foregoing being herein collectively called "Environmental
          Laws"). Except as disclosed on Exhibit 4.12 attached hereto, to the
          best knowledge of CDA'

                    (1) The Maumelle Tracts are and at all times have been in
               compliance with all Environmental Laws;

                                       5


                   (2) No notice, demand, claim or other communication has been
               given to or served on CDA or on previous owners of the Maumelle
               Tracts from any entity, governmental body or individual claiming
               any violation of any of the Environmental Laws or demanding
               payment, contribution, indemnification, remedial action, removal
               action or any other action or inaction with respect to any actual
               or alleged environmental damage or injury to persons, property or
               natural resources, and no basis for any of the foregoing exists;

                   (3) No underground storage tanks are or ever were located on
               the Maumelle Tracts;

                   (4) The soil, surface water and ground water of, under on or
               around the Maumelle Tracts are free from any Hazardous Material;

                   (5) The Maumelle Tracts have never been used for or in
               connection with the manufacture, refinement, treatment, storage,
               generation, transport or hauling of any Hazardous Material in
               excess of levels permitted by applicable Environmental Laws or
               the disposal of any such material;

                   (6) No asbestos or asbestos-containing materials have been
               installed, used or incorporated into or disposed of on the
               Maumelle Tracts;

                   (7) No PCBs are or ever have been located on, in or used in
               connection with the Maumelle Tracts; and

                   (8) No investigation, administrative order, administrative
               order by consent, consent order, agreement, litigation, or
               settlement is proposed or in existence or threatened or
               anticipated, with respect to or arising from the presence of any
               Hazardous Material or the transport of Hazardous Material with
               respect to the Maumelle Tracts.

          4.13 Subdivisions. The preliminary plat approved for the Pine
               ------------
          Ridge Tract is in compliance with applicable laws and ordinances. CDA
          is not aware of any legal or other matters that could interfere with
          the construction of street improvements in the subdivisions or the
          sale of lots in the subdivisions. CDA is not aware of any legal or
          other impediments

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          to the development of the other residentially-zoned Maumelle Tracts as
          residential subdivisions.

              5.  Right of Termination by Trade Partners. Without limiting any
                  --------------------------------------
          of the fights of Trade Partners provided for elsewhere in this
          Agreement, it is agreed that the obligation of Trade Partners to close
          under this Agreement is conditioned upon the accuracy of all of CDA
          warranties and representations and the due compliance by CDA with all
          of its agreements set forth in this Agreement. If on the Closing Date,
          Trade Partners determines that any of CDA representations or
          warranties is untrue in any material respect, or if CDA has not
          complied in all material respects with any of CDA agreements,
          covenants or obligations in this Agreement, then Trade Partners may
          elect to terminate this Agreement by notice given to the CDA, in which
          event neither CDA nor Trade Partners shall have any further fights or
          obligations hereunder. CDA's representations and warranties shall not
          merge with the contract and shall survive the Closing of this
          Agreement.

          6.  Indemnity For CDA's Breach. In the event the transaction set forth
              --------------------------
          in this Agreement is consummated, CDA agrees to indemnify Trade
          Partners and hold Trade Partners harmless and defend Trade Partners
          from and against any and all loss, cost, claims, liabilities, damages
          and expenses, including, without limitation, reasonable attorneys'
          fees, arising as the result of a breach of any material
          representations, warranties, covenants, agreements or obligations of
          the Seller set forth in this Agreement. CDA's covenants pursuant to
          this Section 6 shall not merge with the contract and shall survive the
          Closing of this Agreement.

          7.  Representations  and Warranties of Trade Partners. To induce CDA
              -------------------------------------------------
          to enter into this Agreement, Trade Partners makes the following
          representations and warranties, each of which is material and relied
          upon by CDA:

              7.1 Authorization. Trade Partners is a corporation which (i) is
                  -------------
          duly organized, validly existing and in good standing under the laws
          of the State of Michigan, (ii) has the power and authority to
          contribute and convey the Viatical Settlement Contracts; and (iii)
          prior to the Closing, shall have taken all actions required for the
          consummation of the transactions contemplated by this Agreement, or
          any other document delivered or to be delivered in connection with
          this Agreement;

              7.2 Ownership of Viaticals. On the Closing Date, Trade Partners
                  ----------------------
          will be the owner of all beneficial interests in the Viatical
          Settlement Contracts and shall furnish to

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          CDA evidence, representations and warranties of such ownership at
          Closing, whereupon all such beneficial interests shall be conveyed to
          TradeArk in such a manner as is satisfactory to both Trade Partners
          and CDA.

              7.3 Payment of Premiums for Policies. Trade Partners hereby
                  --------------------------------
          represents and warrants to CDA that at Closing all past premiums due
          on the Policies have been fully and timely paid and Trade Partners
          hereby covenants and agrees with CDA that all premiums on the Policies
          shall be fully and timely paid in the future at Trade Partner's
          expense.

              8.  Right of Termination by CDA. Without limiting any of the
                  ---------------------------
          fights of the CDA provided for elsewhere in this Agreement, it is
          agreed that the obligation of the CDA to close under this Agreement is
          conditioned upon the accuracy of all of the Trade Partners' material
          warranties and representations and the due compliance by the Trade
          Partners with all of its agreements set forth in this Agreement. If on
          the Closing Date, the CDA determines that any of Trade Partners'
          representations or warranties is untrue and in any material respect,
          or if Trade Partners has not complied in all material respects with
          any of the Trade Partners' material agreements, covenants or
          obligations in this Agreement, then CDA may elect to terminate this
          Agreement by notice given to Trade Partners, in which event neither
          CDA nor Trade Partners shall have any further rights or obligations
          hereunder. Trade Partners' representations and warranties shall not
          merge with the contract and shall survive the Closing of this
          Agreement.

              9.  Indemnity For Trade Partners' Breach. In the event the
                  ------------------------------------
          transaction set forth in this Agreement is consummated, Trade Partners
          agrees to indemnify CDA and hold CDA harmless and defend CDA from and
          against any and all loss, cost, claims, liabilities, damages and
          expenses, including, without limitation, reasonable attorneys' fees,
          arising as the result of a breach of any material representations,
          warranties, covenants, agreements or obligations of Trade Partners set
          forth in this Agreement. Trade Partners' covenants pursuant to this
          Section 9 shall not merge with the contract and shall survive the
          Closing of this Agreement.

              10. Tax Prorations. The following items shall be apportioned as of
                  --------------
          11'59 p.m. on the day immediately preceding the Closing Date: real
          estate taxes, including general taxes and special improvement district
          charges, due and payable prior to and accrued with regard to the year
          in which the Closing occurs; the general real estate taxes for the
          year of Closing so prorated (billed in arrears in the year following
          the year of Closing) will be deemed to be equal to the amount of the
          general real estate taxes assessed for the year immediately

                                       8


          preceding the year in which the Closing occurs, and the proration
          shall be based on that AMOUNT.

          11.  Closing and Closing Documents.
               -----------------------------

               11.1 Closing and Closing Date. The closing (the "Closing") of the
                    ------------------------
          transactions contemplated hereby shall, subject to the provisions of
          this Agreement, occur effective March 31, 1999, unless CDA and Trade
          Partners agree to an earlier date, provided that all documents to
          effect the closing transfer shall be completed and delivered in
          escrow, pursuant to terms acceptable to both CDA and Trade Partners,
          for final delivery upon completion of all closing matters on or before
          April 30, 1999. At the Closing, CDA shall transfer to TradeArk title
          to the Maumelle Tracts, subject to the Assumed Mortgages and Trade
          Partners shall transfer to TradeArk those Viatical Settlement
          Contracts referred to in Section 2.

               11.2 CDA's Closing Obligations. On the Closing Date, CDA shall
                    -------------
          deliver and perform the following items:

                    (a) To TradeArk, the general warranty deeds (the "Deeds") in
               recordable form which is marked Exhibit 11.2(a) and affixed
               hereto, conveying the Maumelle Tracts to TradeArk then being
               conveyed free and clear of all liens and encumbrances except the
               Permitted Encumbrances;

                    (b) To TradeArk, an affidavit in a form acceptable to the
               title insurance company certifying that the Maumelle Tracts then
               being conveyed arc free from claims for mechanic's, materialman's
               and laborer's liens;

                    (c) To Trade Partners, appropriate resolutions from the
               directors and shareholders (if required) of CDA authorizing the
               transactions contemplated hereby and the execution and delivery
               of all of the documents executed in connection with this
               Agreement, and an opinion of legal counsel for CDA confirming due
               authorization;

                    (d) To Trade Partners, a certificate of CDA dated as of the
               Closing Date certifying that all of CDA's representations and
               warranties set forth in this Agreement remain true as of the
               Closing Date, or if not,

                                       9


               specifying the respect in which such representation or warranty
               is no longer true,

                    (e) CDA shall satisfy each requirement of the Title
               Commitment as to the parcels of the Maumelle Tracts then being
               conveyed;

                    (f) To TradeArk, the policy of title insurance issued
               pursuant to the Title Commitment; and

                    (g) Such other documents as may be reasonably required by
               Trade Partners or TradeArk to effectuate the conveyance of the
               Maumelle Tracts.

                        11.3 Trade Partners' Closing Obligations. On the Closing
                             -----------------------------------
                        Date, Trade Partners shall deliver and perform the
                        following items'

                    (a) To TradeArk, those documents necessary to transfer to
               TradeArk Trade Partners' ownership of the units in the Trust
               applicable to the Viatical Settlement Contracts described on
               Exhibit 2. The Trust shall include provisions acceptable to CDA
               and Trade Partners to ensure that (i) the trustee of the Trust
               has no discretion as to its actions but follows only the
               directives of TradeArk or its assignees, and (ii) the policies
               are not subject to the claims of any creditors of the Trust
               (other than creditors of TradeArk).

                    (b) To TradeArk and CDA, a third-party mortality profile
               issued by American Viatical Services of each person with a
               limited life expectancy who is insured by the Policies whose
               benefits are conveyed pursuant to the Funding Agreement, which
               report must have been issued within six (6) months prior to the
               date of Closing;

                    (c) To TradeArk and CDA, copies of the Policies;

                    (d) To CDA, satisfactory collateral or assurances as CDA and
               Trade Partners shall reasonably approve, securing or assuring the
               obligations of Trade Partners to pay premiums due on the
               Policies; and

                                      10


                    (e) An agreement between Trade Partners, TradeArk and CDA,
               in form reasonably acceptable to Trade Partners and CDA,
               obligating Trade Partners to arrange for the payment of the
               premiums of the Viatical Settlement Contracts, the tracking of
               the viators, the filing of a claim for payment of death benefits,
               and the payment of the death benefits to TradeArk.

                    (f) Funding for a loan to TradeArk in an amount necessary to
               satisfy in full the Maumelle Assumed Debt and cause TradeArk to
               satisfy the Assumed Debt in full at Closing.

          12.  Costs, Brokers and Termination.
               ------------------------------

               12.1 CDA Costs. CDA will pay the following costs' CDA's
                    ---------
          attorneys' fees, the cost of the surveys and the environmental
          assessments all abstracting costs, costs incurred in issuing the Title
          Commitment (including any search charges and service fee and the title
          insurance policy issued pursuant to the Commitment), one-half of the
          revenue stamps, and filing fees due with respect to the recording of
          any mortgage satisfactions or releases of any liens.

               12.2 Trade Partners' Costs. Trade Partners will pay the following
                    ---------------------
          costs' Trade Partners' attorneys' fees, costs incurred in connection
          with Trade Partners' due diligence investigation, any premium on any
          mortgagee's policy of title insurance insuring Trade Partners' lender,
          one-half of the revenue stamps and the fees for recording the Deeds.

               12.3 Brokers; Indemnity. Each of Trade Partners and CDA represent
                    ------------------
          and warrants to the other that neither it nor its agents, officers or
          employees, have entered into any agreement, engaged, used the services
          of or otherwise dealt with any broker or real estate agent in
          connection with this transaction, provided, however, (i) CDA has
          entered into an agreement with Commercial Mortgage Underwriters, Inc.,
          a California corporation, pursuant to which CDA is obligated to pay a
          broker's fee to Commercial Mortgage Underwriters, Inc., and (ii)
          Christine Zmudka, a principal of Trade Partners, is a real estate
          broker, doing business as "Resource Realty Exchange Group," licensed
          under the law of the State of Michigan. CDA and Trade Partners agree
          to indemnify and hold each other harmless and defend each other from
          and against any claim, loss, damage and liability, including without
          limitation reasonable attorneys' fees resulting from the claims of any
          broker or real estate agent if there is a breach of the foregoing
          warranty and representation

                                      11


          by the party against whom indemnification is sought. The provisions of
          this Section shall survive the Closing hereunder.

               13.  Condemnation. If, prior to the Closing Date, all or any
                    ------------
          portions of the Maumelle Tracts are taken by eminent domain (or is the
          subject of a pending or contemplated taking which has not been
          consummated, CDA shall notify the Trade Partners of such fact and
          Trade Partners shall have the option (which option shall be set forth
          in a notice from Trade Partners to CDA given not later than five (5)
          business days after receipt of CDA's notice):

                        (a) To terminate this Agreement, in which event neither
                    party shall have any further rights or obligations
                    hereunder; or

                        (b) Acquiesce in the conveyance to TradeArk of title to
                    the Maumelle Tracts (other than the portion so taken)
                    without any abatement of the Agreed Land Value, in which
                    event CDA shall assign and mm over to TradeArk at the
                    Closing, and TradeArk shall be entitled to receive and keep,
                    all amounts awarded or to be awarded as the result of the
                    taking.

               If Trade Partners does not select one of the options within the
          time indicated, Trade Partners shall be deemed to have elected
          subsection 13(b) hereof

               14.  Conditions to Obligations of Trade Partners. The obligations
                    -------------------------------------------
          of Trade Partners under this Agreement shall be subject to the
          following conditions, any of which may be waived by Trade Partners'

               14.1 Representations and Warranties Tree at Closing. Trade
                    ----------------------------------------------
          Partners shall not have discovered any material error, misstatement or
          omission in the representations and warranties made by the CDA in
          Section 4 hereof; the respective representations and warranties made
          by the CDA herein shall be deemed to have been made again at and as of
          the time of the applicable Closing and shall then be tree in all
          material respects; CDA shall have performed and complied in all
          material respects with all covenants, agreements and conditions
          required by this Agreement to be performed or complied with by them at
          or prior to the applicable Closing Date; and Trade Partners shall have
          received a certificate, dated as of the Closing Date and providing to
          the effect set forth in this Section 14.1.

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     14.2 Consents. CDA shall have obtained and delivered to Trade Partners
          --------
written consents or approvals of all persons or entities whose consent or
approval is required to consummate the transactions contemplated herein.

     14.3 Delivery, of Closing Documents. CDA shall have delivered to Trade
          ------------------------------
Partners and TradeArk each of the closing documents listed and set forth herein,
together with any additional documents which Trade Partners may reasonably
request in writing to effect the transactions contemplated herein.

     14.4 Financing. TradeArk shall have received a binding financing commitment
          ---------
on terms and conditions acceptable to Trade Partners for the transactions
contemplated by this Agreement on or before the Final Closing.

     14.5 "Due Diligence" Period. Trade Partners shall be entitled to make any
           ---------------------
inspections, investigations, testing or other analysis of all or any portion of.
the Maumelle Tracts. CDA expressly authorizes Trade Partners to enter onto the
Maumelle Tracts for the purposes of the foregoing investigations. Trade Partners
shall have until 5:00 p.m.E.S.T., on the tenth day after the Effective Date (the
"Due Diligence Period") to undertake the foregoing investigations; however, if
the tenth day is not a business day, the Due Diligence Period shall be extended
until 5'00 p.m.E.S.T, of the first business day following the tenth day. CDA
shall have the right to undertake its due diligence with regard to the Viatical
Settlement Contracts during the Due Diligence Period. If Trade Partners
determines, in its sole discretion, that it is not satisfied with the Maumelle
Tracts or if CDA determines, in its sole discretion, that it is not satisfied
with the Viatical Settlement Contracts, the dissatisfied party may, by written
notice to the other sent prior to the expiration of the Due Diligence Period,
terminate this Agreement, and thereafter, neither party shall have any
obligations under this Agreement.

     15.  Conditions to Obligations of CDA. The obligations of CDA under this
          --------------------------------
Agreement, shall be subject to the following conditions, any of which may be
waived by CDA:

     15.1 Representations and Warranties True at Closing. CDA shall not have
          ----------------------------------------------
discovered any material error, misstatement or omission in the representations
and warranties made by the Trade Partners in Section 7 hereof, the respective
representations and warranties made by the Trade Partners herein shall be deemed
to have been made again at and as of the time of the applicable Closing and
shall then be true in all material respects; Trade Parmers shall have performed
and complied in all material respects with all covenants, agreements

                                      13


          and conditions required by this Agreement to be performed or complied
          with by them at or prior to the applicable Closing; and CDA shall have
          received a certificate, dated as of the applicable Closing Date and
          providing to the effect set forth in this Section 15.1.

              15.2 Consents. Trade Partners shall have obtained and delivered to
                   --------
          CDA written consents or approvals of all persons or entities whose
          consent or approval is required to consummate the transactions
          contemplated herein.

              15.3 Delivery of Closing Documents. Trade Partners shall have
                   -----------------------------
          delivered to CDA and TradeArk each of the closing documents listed and
          set forth herein, together with any additional documents which CDA may
          reasonably request in writing to effect the transactions contemplated
          herein.

              15.4 Financing. TradeArk shall have received a binding financing
          commitment on terms and conditions acceptable to CDA for the
          transactions contemplated by this Agreement on or before the Final
          Closing

              16.  TradeArk Organization; Operating Agreement. The obligations
                   ------------------------------------------
           of CDA and Trade Partners, under this Agreement, shall be subject to
          CDA and Trade Partners organizing TradeArk prior to Closing as a
          manager managed limited liability company under the laws of the state
          of Arkansas and prior to Closing entering into an operating agreement
          (the "Operating Agreement") for TradeArk. Among other provisions, the
          Operating Agreement shall provide' (i) that CDA shall have an initial
          capital account in TradeArk in the mount of Four Million Five Hundred
          Thousand Dollars ($4,500,000.00) and shall have a 35.16% interest in
          TradeArk upon contribution of the Maumelle Tracts and the assumption
          by TradeArk of the Maumelle Assumed Debt; (ii) that Trade Partners
          shall have an initial capital account in TradeArk in the amount of
          Eight Million Three Hundred Thousand Dollars ($8,300,000.00) and shall
          have a 64.84% interest in TradeArk upon contribution of the Viatical
          Settlement Contracts to TradeArk; (iii) that the day-to-day
          development activities of TradeArk shall be managed by a manager
          selected by a majority of the member interests in TradeArk; (iv) that,
          without unanimous approval of all the members of TradeArk, neither the
          Manager nor any Member shall amend the Operating Agreement, sell any
          assets to a party related to or controlled by any Member or the
          Manager, enter into any employment agreement with any person or
          contract with any company related to, controlled by or owning any
          interest in any member of TradeArk, sell any asset for less than the
          minimum sale price of said assets established by the members of
          TradeArk from time to time.

                                      14


            17. Miscellaneous.
                --------------

                17.1 Notices.
                     --------

                     (a) All notices, demands or requests made pursuant to,
               under or by virtue of this Agreement must be in writing and
               mailed to the party to which the notice, demand or request is
               being made by postage, prepaid, certified or registered mail,
               remm receipt requested, as follows:

                    TO CDA:            Michael G. Todd
                                       Capitol Communities Corporation
                                       25550 Hawthorne Boulevard, Suite 207
                                       Torrence, CA 90505
                                       Telecopier: (310)375-3941

                    WITH A COPY TO:    G. Robert Hardin
                                       Hardin & Grace, P.A.
                                       410 West Third Street, Suite 200
                                       Little Rock, AR 72201
                                       Telecopier: (501) 376-6337

                    TO TRADE
                    PARTNERS:          Trade Partners, Inc.
                                       Suite 570, Grand Plaza Place
                                       220 Lyons Court, NW
                                       Grand Rapids, MI 49503
                                       Atto: Thomas J. Smith, President
                                       Telecopier: (616) 456-9390

                    WITH A COPY TO:    Jonathan W. Anderson
                                       Varnum, Riddering, Schmidt & Howlett, LLP
                                       Bridgewater Place
                                       P.O. Box 352
                                       Grand Rapids, MI 49501-0352
                                       Telecopier: (616) 336-7000

                                      15


                   (b) Any such notice, demand or request shall be deemed to
               have been rendered or given on the date of mailing.

                   (c) Notice of any address change shall be given in accordance
               with the provisions of this Section.

              17.2 Entire Agreement. This Agreement and the Exhibits attached
                   ----------------
          hereto contain all of the terms agreed upon between the parties with
          respect to the subject matter hereof and supersedes any and all prior
          written understandings. All provisions of this Agreement shall survive
          closing.

              17.3 Amendments. This Agreement may not be changed, modified or
                   ----------
          terminated except by an instrument executed by the parties hereto.

              17.4 Waiver. No waiver by either party of any failure or refusal
                   ------
          of the other party to comply with any of its obligations shall be
          deemed a waiver of any other or subsequent failure or refusal so to
          comply.

              17.5 Successors and Assigns. This Agreement shall be binding upon
                   ----------------------
          and shall insure to the benefit of the parties hereto and their
          respective successors and assigns. Trade Partners may assign its
          interest in this Agreement.

              17.6 Section Headings. The headings of the various Sections of
                   ----------------
          this Agreement have been inserted only for the purposes of
          convenience, and are not part of this Agreement and shall not be
          deemed in any manner to modify, explain, qualify or restrict any of
          the provisions of this Agreement.

              17.7 Governing Law. This Agreement shall be governed by and in
                   -------------
          accordance with the laws of the State of Arkansas applicable to
          contracts made and to be performed wholly within that State.

              17.8 Counterparts. This Agreement may be executed in counterparts
                   ------------
          as if each party executed one document.

              17.9 Exhibit List. The following exhibits are attached to this
                   ------------
          Agreement and incorporated by reference:

                                      16


                    Exhibit 1.1 - Pine Ridge Tract
                    Exhibit 1.2 - Rector Mountain Tract
                    Exhibit 1.3 - Tract D Tract
                    Exhibit 1.4 - Tract E Tract
                    Exhibit 2   - Description of the Viatical Settlement
                                  Contracts.
                    Exhibit 4.12 - Environmental Matters Known to CDA.
                    Exhibit 11.2(a) - Form of Warranty Deed

              IN WITNESS WHEREOF, the parties have executed this Agreement on
          the dates indicated hereinbelow.

                                   CAPITOL DEVELOPMENT OF ARKANSAS, INC.
          DATE OF EXECUTION

          3/29/99                          By: /s/ Michael G. Todd
                                                   President


                                   TRADE PARTNERS, INC.

          DATE OF EXECUTION:
                                           By: /s/ Thomas J. Smith
          3/29/99                                  President