EXHIBIT 10.5

                          ASSET SETTLEMENT GROUP, INC.
                               2015 A Osborne Road
                            St. Marys, Georgia 31558

                                                                   July 31, 2005

Capital Benefits, LLC
2015 A Osborne Road
St. Marys, Georgia 31558

Ladies and Gentlemen:

      This letter  shall serve to confirm and  memorialize  our  agreement  that
Capital  Benefits,  LLC (the "Fund") shall provide to us proceeds  received from
the  public  offer and sale of units of  membership  interest  in the Fund.  The
proceeds shall be derived pursuant to the Fund's registration  statement on Form
S-1 (the  "Registration  Statement"),  for the sole purpose of  purchasing  life
insurance policies (the "Policies") as set forth in the Registration  Statement.
The  signature  of such  Registration  Statement  by the Fund  shall  constitute
conclusive  evidence of the Fund's agreement to provide the funds, and we hereby
agree to use such  proceeds to purchase the Policies,  either  directly from the
insured,  if licensed as a broker,  or through an  unaffiliated  broker referral
network. We further agree that we shall sell and transfer to the Fund all of our
right,  title and  interest to the Policies  purchased  with such  proceeds,  in
accordance  with and  subject to any  agreements  now or  hereinafter  in effect
either  between us and the Fund or between  us and any  insured or  unaffiliated
broker.

      In accordance with the disclosures made in the Registration  Statement, we
understand  that:  (a) the Fund is under no  obligation to purchase any Policies
from us and may purchase policies from any other  non-affiliated  provider,  and
(b) we may sell the Policies we purchase to  non-affiliates  (one such agreement
is already signed) and affiliated  companies not engaged in a public offering of
securities, but that have similar objectives of the Fund.

      If the foregoing  accurately  reflects our  agreement  with respect to the
foregoing,  please  indicate  such by  signing in the space  indicated  for such
below.

                                               Very truly yours,

                                               Asset Settlement Group, Inc.

                                               By: /s/ Brittany Ellis
                                                   -----------------------------
                                                       Brittany Ellis, President

Acknowledged and accepted
as of the date first set forth above:

Capital Benefits, LLC

By:  AmeriFirst Financial Services, Inc., Manager

By: /s/ Brittany Ellis
    -----------------------------
        Brittany Ellis, President