Exhibit 10.4

                     Capital Contribution and Sale Agreement
                                 By and Between
                           Aden Enterprises, Inc. and
                                MercExchange, LLC


THIS SALE AGREEMENT,  (hereinafter  the "Agreement") is effective on 30th day of
October,  1999 by and between Aden Enterprises,  Inc., a California  corporation
("Aden" or the  "Company"),  having a  principal  place of  business  at 13314 I
Street, Omaha, Nebraska 68137 and MercExchange, LLC, ("MercExchange"), a limited
liability  company under Delaware law, with a principal place of business at 114
N. Alfred Street, Alexandria, VA 22314.


                                    RECITALS

WHEREAS,  MercExchange seeks capital contribution and Aden desires to purchase a
percentage  of the  membership  units of  MercExchange  subject to the terms and
conditions as set forth herein;

NOW,  THEREFORE,  in  consideration  of the promises and of the mutual covenants
contained herein, the parties hereby agree as follows:


                                    ARTICLE I
                                    AGREEMENT

Aden  hereby   purchases  10%  (ten  percent)   ownership  of   MercExchange  in
consideration  of two notes in a total amount of $4 million  ($4,000,000),  said
notes  payable  by wire  transfer  wherein  the first  note in the  amount of $1
million  ($1,000,000)  shall  be due and paid  within  thirty  (30)  days of the
effective  date of this  Agreement,  and the  second  note in the  amount  of $3
million  ($3,000,000) shall be due and paid within one hundred twenty (120) days
of the  effective  date of this  Agreement.  MercExchange  hereby also grants an
option to Aden to  purchase  an  additional  5% of  MercExchange  for $3 million
($3,000,000) within two years of the effective date of this Agreement.


                                   ARTICLE II
                                OTHER PROVISIONS

2.1  Termination  for  Cause.  If  Aden  shall  materially  breach  any  of  its
obligations pursuant to this Agreement and shall fail to adequately correct such
breach within two (2) months from the effective date of the first written notice
to Aden,  MercExchange may terminate this Agreement  pursuant to this Article by
written notice.  The termination of the agreement  shall  immediately  cause the
membership interest and option in MercExchange to revert to MercExchange with no
further step or action at law or equity required by MercExchange.

2.2 No Joint Venture.  The relationship  between the parties shall be limited to
the performance of their respective  obligations as set forth in this Agreement.
Nothing in this  Agreement  shall be construed to create a partnership  or joint
venture between the parties or to authorize either party to act as general agent
for the other party,  or to permit  either  party to bind or otherwise  bind the
other  party.  No party shall be liable for any of the  actions,  omissions,  or
indebtedness of the other party.

2.3  Assignability.  Except as otherwise  provided herein, the rights granted by
each party to the other in this Agreement are personal to each party and may not
be assigned,  sub-licensed  or otherwise  transferred  by one party  without the
prior written consent of the other party.

2.4  No Implied License.  Nothing contained in this Agreement shall be construed
as granting by implication, estoppel or otherwise, any licenses, warranties


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(implied in fact or law) or rights other than those expressly granted herein, or
creating any obligation other than those expressly granted herein.

2.5 No  Indemnification.  MercExchange does not indemnify,  warrant or otherwise
guarantee or hold harmless Aden from enforcement  and/or legal action brought by
any Third Party.

2.6  Notification.  The  parties  shall  notify  each  other in  writing  at the
following  address  which  may  be  amended  from  time  to  time  upon  written
notification:

         MercExchange:

                  Thomas G. Woolston
                  Managing Member
                  MercExchange, LLC
                  114 N. Alfred Street
                  Alexandria, VA 22314

         Aden:
                  Michael S. Luther
                  Aden Enterprises, Inc.
                  13314 I Street
                  Omaha, NE 68137

2.7  Controlling  Law.  This  Agreement  shall  be  construed  and  enforced  in
accordance  with,  and  shall be  governed  by the laws of the  Commonwealth  of
Virginia without giving effect to the provision, policies, or principles thereof
relating to choice or conflict of laws.

2.8  Severability.  Any provision of this Agreement that is illegal,  invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the  extent  of  such  illegality,  invalidity  or  unenforceability  without
invalidating  the  remaining  portions  hereof  or  affecting  the  validity  or
enforceability of such provisions in any other jurisdiction.

2.9 Waiver.  The failure of any party to enforce  any of the  provision  of this
Agreement,  or of any rights with  respect  thereto,  shall not be  considered a
waiver thereof or in any way affect the validity of this Agreement.  The failure
by any party hereto to enforce any of said provisions, rights or elections shall
not  prejudice  said party from later  enforcing or  exercising  the same or any
other provisions, rights, of elections which it may have under this Agreement.

2.10  Integration.  This  Agreement  contains the entire and only  understanding
between the parties with respect to the subject  matter  hereof,  and supersedes
all prior agreement and  understandings,  whether oral or written,  with respect
thereto.  No  modification  or wavier of this Agreement or any of its provisions
shall  be  binding   unless  in  writing   and  signed  by  a  duly   authorized
representative of each of the parties hereto.

2.11  Bankruptcy or  liquidation.  The  membership  interest and option  granted
hereunder  shall  immediately  revert  to  MercExchange  if  the  Company  seeks
protection under the Bankruptcy laws or is subject to liquidation under the laws
of the United States.

2.12  Non-refundable.  Any payments made hereunder by Aden to  MercExchange  are
non-refundable.

2.13 Headings.  Headings and section titles are for  organization  purposes only
and shall have no effect on the interpretation of this Agreement.

2.14 Remedy for Breach. If the Company materially breaches any condition of this
Agreement  and does not cure said  breach  within 60 days of notice of  material
breach,  then all membership units and option in MercExchange  shall immediately
revert to MercExchange, or its lawful successor in interest.



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2.15  Counterparts.  This  Agreement  shall be binding to all parties and may be
executed in part by facsimile.


This Agreement is entered into the date and year first above written.

                                                     Aden Enterprises, Inc.



                                                    By /s/ Michael S. Luther
                                                    Michael S. Luther
                                                    President& Chief Executive
                                                    Officer

                                                    MercExchange, LLC



                                                    By /s/ Thomas G. Woolston
                                                    Thomas G. Woolston
                                                    Managing Member