SETTLEMENT   AGREEMENT  AND  RELEASE  by  and  between  HOUSING  CAPITAL
CORPORATION,  a New York corporation ("HCC"), THE ANASTASI STEPHENS GROUP, INC.,
a Maryland corporation ("AS Group"), JOSEPH G. ANASTASI ("Anastasi") and R. GLEN
STEPHENS ("Stephens") dated the 10th day of June, 1996.

        WHEREAS,  HHC and AS Group are  parties to a  partnership  agreement  of
STONELEDGE   ASSOCIATES   ("Stoneledge")   made  as  of  April  10,   1989  (the
"Agreement"); and

        WHEREAS,  HHC and AS Group  (collectively  the  "Partners") are the only
partners in Stoneledge; and

        WHEREAS, pursuant to Section 7.3.2 of the Agreement, the Partners agreed
that losses shall be borne 50% by each Partner; and

        WHEREAS, the Partners have acknowledged that the losses (as contemplated
by the provisions of Section 7.3.2 of the Agreement) as recorded on the books of
Stoneledge are, as of the date hereof, approximately $1,500,000 (such $1,500,000
being  hereinafter  called  the "Known to Date  Losses"),  all of which has been
borne by HCC; resulting in AS Group owing approximately $750,000 to HCC; and

WHEREAS,  Anastasi and Stephens,  the holders of 100% of the capital stock of AS
Group,  have  pursuant  to a guaranty  agreement  made as of April 10, 1989 (the
"Guaranty") agreed to guaranty the obligations of AS Group under the Agreement.

        NOW, THEREFORE, the parties agree as follows:

In  consideration  of  the  sum of Ten  Dollars  and  other  good  and  valuable
consideration  received from Anastasi and Stephens,  receipt and  sufficiency of
which is hereby  acknowledged as complete accord and satisfaction,  HCC releases
and  discharges  AS Group,  Anastasi and  Stephens  and their heirs,  executors,
officers,   directors,   stockholders,   successors  and  assigns  (collectively
"RELEASEES")  from any and all  losses,  expenses,  claims,  sums of  money  and
damages  of any kind or  nature  ("Claims"),  which  HCC ever  had,  now have or
hereafter  can have against  RELEASEES  pursuant to both the  Agreement  and the
Guaranty solely with respect to the Known to Date Losses and not with respect to
any other Claims which HCC may have under the Agreement and/or the Guaranty.

        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date above written.

                                        HOUSING CAPITAL CORPORATION

                                        By:    /s/ George W. Benoit
                                               --------------------
                                               George W. Benoit, President

                                        THE ANASTASI STEPHENS GROUP, INC.

                                        By:    /s/ Joseph G. Anastasi
                                               ----------------------
                                               Joseph G. Anastasi, President

                                        By:    /s/ R. Glen Stephens
                                               --------------------
                                               R. Glen Stephens

<PAGE>



                                   AGREEMENT


        The undersigned  agree that in consideration of the execution by Housing
Capital Corporation of the Settlement  Agreement and Release, a copy of which is
annexed hereto, Housing Capital Corporation and Stoneledge Associates shall have
no  obligations  whatsoever to the  undersigned  pursuant to an  indemnification
agreement,  a copy of which is annexed hereto, with respect to any payments made
to Maryland  National  Bank,  including a $75,000  payment made  pursuant to the
terms of a Forebearance Agreement dated June 30, 1992.

                                                   /s/ Joseph G. Anastasi
                                                   ----------------------
                                                       Joseph G. Anastasi

                                                   /s/ R. Glen Stephens
                                                   --------------------
                                                       R. Glen Stephens