UNIT CONTRIBUTION AGREEMENT

         THIS AGREEMENT is made  effective  December 20, 2005 by and between JMW
Group, LLC ("JMW") and Aequitas Capital Management,  Inc., an Oregon corporation
("ACM").

                                    RECITALS:
                                    ---------

         A. JMW is the parent company of ACM and owns  approximately  99.99%% of
the  outstanding  shares  of ACM.  JMW is also the sole  member  of  Destination
Capital, LLC ("Destination") and owns all of the outstanding membership units of
Destination.

         B. JMW and ACM have determined that it is in the best interests of JMW,
its affiliates  and owners to  restructure  the ownership of Destination so that
Destination is a wholly-owned subsidiary of ACM.

                                   AGREEMENT:
                                   ----------

         1.  Transfer  of Units.  JMW hereby  assigns and  transfers  to ACM all
outstanding  Units of  Destination as follows:  (a) 8,024 Common Units,  and (b)
212.76596 Preferred Units.

         2.  Consideration.  In exchange for the Units  transferred  to ACM, ACM
agrees to issue to JMW one (1) share of ACM common stock.

         3. JMW Representations.  JMW represents and warrants to ACM that it has
full,  complete and  unrestricted  legal right,  power and  authority to assign,
transfer and deliver the  Destination  Units  pursuant to this  Agreement.  As a
result of this transfer, ACM will acquire good, absolute and marketable title to
the Units so transferred,  free and clear of any lien, pledge, security interest
or other encumbrance.

         4. Miscellaneous.

                  4.1  Waiver.  The waiver by any party of any breach or default
by another  party under this  Agreement  or the  failure to exercise  any right,
power or remedy  occurring  to a party  shall not operate or be  construed  as a
waiver of any subsequent breach or default by such party.

                  4.2 Integration.  This Agreement embodies the entire agreement
of the parties as to the subject  matter hereof.  There are no promises,  terms,
conditions or  obligations  other than those  contained  herein.  This Agreement
supersedes all prior  communications,  representations or agreements,  verbal or
written,  between the parties  hereto and shall not be amended except in writing
subscribed to by the parties hereto.

                  4.3 Binding  Effect.  This Agreement is legally  effective and
binding,  both upon the parties and upon their respective estates,  heirs, legal
representatives, successors and permitted assigns.

                  4.4  Severability.  The parties  intend that this be a binding
and  enforceable  agreement.  If a provision or provisions of this Agreement are
invalid or  unenforceable,  the remainder of this  Agreement  shall be valid and
enforceable without such provision or provisions.

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                  4.5  Attorney  Fees.  Should  arbitration,  suit or  action be
instituted arising out of any portion of this Agreement,  the losing party shall
pay to the prevailing party reasonable  attorneys' fees and costs to be fixed by
the arbitrator or trial court  (including any bankruptcy  proceeding) and by the
appellate court in the event of any appellate proceeding.

                  4.6 Survival.  The warranties,  representations  and covenants
contained in or made pursuant to this Agreement  shall survive the execution and
delivery of this Agreement and the closing.

                  4.7 Law and  Venue.  This  Agreement  shall be  subject to and
governed by the laws of the State of Oregon,  irrespective  of the  residence of
the  parties  at  the  present  time  or  hereafter.   Each  party  consents  to
jurisdiction and venue in Multnomah County Circuit Court.

                  4.8  Counterparts  and  Facsimiles.   This  Agreement  may  be
executed in two or more counterparts, each of which shall be deemed an original,
but  all of  which  together  shall  constitute  one and  the  same  instrument.
Facsimile  signatures  shall be considered  original  signatures for purposes of
this Agreement.

         IN WITNESS  WHEREOF,  this Agreement is executed as of the day and year
first written above.

JMW GROUP, LLC
By: Aequitas Capital Management, Inc., its Manager


By: /s/ ROBERT J. JESENIK
   -----------------------------------------
   Robert J. Jesenik, CEO

AEQUITAS CAPITAL MANAGEMENT, INC.


By: /s/ ROBERT J. JESENIK
   -----------------------------------------
   Robert J. Jesenik, CEO



















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