ASSIGNMENT OF MEMBERSHIP INTEREST
                                       IN
                            DESTINATION CAPITAL, LLC
                       AN OREGON LIMITED LIABILITY COMPANY


         FOR GOOD AND VALUABLE CONSIDERATION,  JMW Group, LLC hereby assigns and
transfers to Aequitas Capital Management,  Inc.  ("Assignee") 8,024 Common Units
and 212.76596 Preferred Units of Destination Capital, LLC (the "Company").

         The  consideration  for  this  Assignment  is as set  forth in the Unit
Contribution Agreement of even date herewith.

         Effective December 20, 2005.


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

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

         Pursuant to Article 10 of the Amended and Restated Operating  Agreement
of the  Company,  the  undersigned  Manager of the Company  hereby  approves the
foregoing transfer of a membership interest in the Company. Upon execution of an
Admission  Agreement  satisfactory  to the  undersigned,  the Assignee  shall be
admitted as a Substitute Member of the Company effective December 20, 2005.

                                 AEQUITAS CAPITAL MANAGEMENT, INC.


                                 By:
                                    -----------------------------------------
                                    Robert J. Jesenik, CEO























PDX/112816/141153/DLH/1411196.1