EXHIBIT 10.38



                                 AMENDMENT TO
                            CONTRIBUTION AGREEMENT
        (Real Estate located in Pulsaki County, Arkansas and Viaticals)


     For good and valuable consideration, the receipt and sufficiency of which
are acknowledged, this Amendment to Contribution Agreement (this "Amendment") 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").

                                   RECITALS:

     A.   Trade Partners and CDA entered into a Contribution Agreement, dated
effective,March 29, 1999 (the "Contribution Agreement"), which by its terms
required a closing effective March 31, 1999, with all closing matters to be
finally delivered on or before April 15, 1999.

     B.   As of the effective date of this Amendment, all closing matters have
not been finalized and the parties desire to organize TradeArk contemporaneously
herewith by filing the Articles of Organization marked Exhibit "A", affixed
hereto and by this reference made a part hereof (the "Articles"), and by
executing the Operating Agreement for TradeArk marked Exhibit "B", affixed
hereto and by this reference made a part hereof (the "Initial Operating
Agreement"), and then partially capitalize TradeArk pursuant to the Operating
Agreement as a partial closing of the Contribution Agreement and the parties
agree that all additional closing matters be deferred and completed as set forth
herein.

                                  WITNESSETH:

     1.   The execution and contribution of the capital contributions set forth
in the Initial Operating Agreement shall constitute a partial closing of the
Contribution Agreement on or before June 30, 1999 (the "Extended Closing Date").
Trade Partners agrees that the due diligence condition of Section 14.5 of the
Contribution Agreement is hereby deemed satisfied, except that Trade Partners
reserves the right to approve the title insurance commitments and the surveys.
Each of Trade Partners and CDA agree that their respective conditions in Section
14 and Section 15 respectively as to the VSC's and the portions of the Maumelle
Tracts being contributed pursuant to the terms of the Initial Operating
Agreement are hereby deemed satisfied, except that Trade Partners financing
condition remains unsatisfied.

     2.   At the time of the Extended Closing Date, Trade Partners and CDA shall
amend the Initial Operating Agreement consistent with the provisions of Section
16 of the Contribution Agreement consistent with the provisions of Section 16,
whereupon CDA shall contribute to


TradeArk the balance of the Maumelle Tracts subject to the Maumelle Assumed Debt
which have not been contributed and assumed pursuant to the Initial Operating
Agreement and Trade Partners shall contribute to TradeArk the balance of the
Viatical Settlement Contracts which have not been contributed pursuant to the
Initial Operating Agreement.

     3.   All other terms of the Contribution Agreement are hereby affirmed to
the extent not herein amended. All capitalized terms set forth herein shall have
the meaning attributed to same in the Contribution Agreement unless otherwise
defined herein. The Recitals set forth herein above are hereby incorporated by
this reference as part of this Agreement.

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

                         CAPITOL DEVELOPMENT OF ARKANSAS, INC.

DATE OF EXECUTION:

5/26/99                  BY: /s/  Michael G. Todd
- -------                           Michael G. Todd
                             Its: President


                         TRADE PARTNERS INC.

DATE OF EXECUTION:

6/1/99                   BY: /s/  Thomas J. Smith
- ------                            Thomas J. Smith
                             Its: President

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