Exhibit 10
                             CONTRIBUTION AGREEMENT
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                           Dated as of January 1, 1998
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          This  Contribution Agreement (the "Agreement") dated as of January  1,
1998,  is between Main Place Real Estate Investment Trust (the "REIT") and  Main
Place Holdings Corporation, a Delaware corporation ("Holdings").
                                        
                                WITNESSETH THAT:
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          WHEREAS, Holdings desires to transfer legal and equitable title to the
title  to  the FHLMC certificates and the FNMA certificates listed in Exhibit  A
attached   hereto  (respectively,  the  "FHLMC  Certificates"  and   the   "FNMA
Certificates";  and  collectively,  the "Government  Securities")  to  the  REIT
pursuant to the terms of this Agreement.
          
          NOW  THEREFORE,  in  consideration of  the  premises  and  the  mutual
promises hereinafter contained, it is mutually covenanted and agreed as follows:
          
                Contribution  of  Government Securities.  Holdings  does  hereby
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transfer,  assign, set over and otherwise convey to the REIT all of  its  right,
title  and interest in and to the Government Securities, including all  interest
and  principal received or receivable by it on or with respect to the Government
Securities after the date of this Agreement.
     
           Both  parties  agree  and acknowledge that Holdings  has  transferred
all  of  its right, title and interest to the Government Securities to the  REIT
without any intent to hinder, delay or defraud the creditors of Holdings or  any
subsidiary thereof.
          
          1.   Representations and Warranties. Holdings hereby represents and 
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warrants to the REIT as of the date of this Agreement (unless otherwise 
indicated) that:
               
               (i)  the information set forth with respect to the Government 
          Securities in Exhibit A hereto is true and correct in all material 
          respects at the date or dates respecting which such information is 
          furnished as specified therein; and
              (ii)  Holdings is the sole owner and holder of each Government 
          Security, free and clear of any and all liens, pledges, charges or 
          security interests of any nature and has full right and authority to 
          sell and assign the same; and
             (iii)  the aggregate amount of Government Securities being 
          transferred hereby is $75,181,770.83.
          
          2.   Governing Law.  This Agreement shall be governed by and construed
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in accordance  with  the laws of the State of New York, without  giving  effect 
to principles of conflicts of law.

          3.   Counterparts.  This Agreement may be executed in a number of 
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counterparts, each of which shall be deemed an original for all purposes and all
of which constitute, collectively, one Agreement.
          
          IN  WITNESS WHEREOF, the REIT and Holdings have caused this  Agreement
to  be  duly executed by their respective officers as of the day and year  first
above written.
                              
                              MAIN PLACE REAL ESTATE INVESTMENT TRUST
                              
                              
                              By: /s/  John E. Mack
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                                  Name:  John E. Mack
                                  Title:  President
                              
                              MAIN PLACE HOLDINGS CORPORATION
                              
                              
                              By: /s/  John E. Mack
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                                  Name:     John E. Mack
                                  Title:    President