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Form Of Assignment And Assumption Agreement - CAPITOL FIRST CORP - 5-20-2004

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Form Of Assignment And Assumption Agreement - CAPITOL FIRST CORP - 5-20-2004 Powered By Docstoc
					EXHIBIT 10.10

                    FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of
_____________, 200__, is between _________________(the "Assignor") and _______________ (the
"Assignee"), and acknowledged (or deemed acknowledged) by Interfund Investment Fund I, LLC (the
"Company") and Collateral Service Associates, LLC, as the Collateral Agent under the Collateral Agency
Agreement described below.

WHEREAS, the Assignor is a party to a Note Purchase Agreement, dated as of ________________, 200__
(as amended or otherwise modified from time to time, the "Note Purchase Agreement"), with Interfund
Investment Fund I, LLC (the "Company");

WHEREAS, in conjunction with the Note Purchase Agreement, the Company issued to the Assignor one or
more 8% Secured Promissory Notes, each dated as of ________________, 200__ (each a "Note" and
collectively, the "Notes");

WHEREAS, in order to secure its obligations under the Note(s) and related agreements, the Company entered
into a Security Agreement, dated as of December 22, 2003 (as amended or otherwise modified from time to
time, the "Security Agreement"), with the Collateral Agent whereby the Company granted a security interest in the
Collateral (as defined therein) to the Collateral Agent, for the benefit of the Collateral Agent and the Noteholders
(as defined in the Collateral Agency Agreement), including the Assignor, in order to secure such obligations;

WHEREAS, the Company, the Collateral Agent and the Noteholders entered into a Collateral Agency
Agreement, dated as of February 5, 2004 (as amended or otherwise modified from time to time, the "Collateral
Agency Agreement"), whereby the Noteholders appointed the Collateral Agent as collateral agent in accordance
with the terms thereof;

WHEREAS, the Assignor desires to assign to Assignee all of its right, title and interest in the Assigned Notes (as
defined below) and to delegate to the Assignee the Assigned Interest (as defined below), in each case, as more
fully set forth below; and

WHEREAS, the Assignee desires to become a Noteholder under the Collateral Agency Agreement and to
accept such assignment and delegation of the Assigned Interest from the Assignor.

NOW THEREFORE, in consideration of the foregoing and the agreements herein contained, the Assignor and
the Assignee hereby agree as follows:

1. Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the
Collateral Agency Agreement.
2. Without recourse and without representations or warranties of any kind (except as expressly set forth below),
the Assignor hereby irrevocably (i) assigns and transfers to the

Assignee all of the Assignor's right, title and interest in and to the specific Notes described on Schedule A hereto
(collectively, the "Assigned Notes"), and (ii) delegates, assigns and transfers to the Assignee a proportionate
interest in its rights and duties under the Collateral Agency Agreement and in connection with the Collateral
(collectively, the "Assigned Interest"), in each case, together with all proceeds, profits and returns of and from, all
rights to prosecute, settle or otherwise pursue, and all distributions on and rights arising out of, the Assigned
Notes and the Assigned Interest, subject to the limitations contained in the Collateral Agency Agreement.

3. The Assignee hereby irrevocably assumes, purchases and accepts such assignment and delegation and agrees
to be a Noteholder with respect to the Assigned Notes and the Assigned Interest and to be bound by the terms
and conditions of the Collateral Agency Agreement and the Loan Documents.

4. The Assignor and the Assignee each acknowledge and agree that interest and fees accrued prior to the
Effective Date (as defined below) are for the account of the Assignor.

5. The assignment and delegation contemplated by this Agreement will be effective and the Assignee will become
a Noteholder under the Collateral Agency Agreement and the Loan Documents, and shall be deemed to be a
signatory to the Collateral Agency Agreement, as of the date of this Agreement ("Effective Date") and upon (i)
payment of the Purchase Price (as defined below) to the Assignor,
(ii) execution and delivery of this Agreement by each of the Assignor and the Assignee, and (iii) execution and
delivery of a new Note Purchase Agreement by the Assignee in favor of the Company. If the conditions
precedent set forth in the preceding sentence are satisfied, the assignment and delegation contemplated by this
Agreement shall become effective without the need for acknowledgment by the Company or the Collateral
Agent; provided, however, that if the Assignee is not a Qualified Transferee, the assignment and delegation
contemplated by this Agreement shall be null and void.

6. The Assignee will pay to the Assignor, in immediately available funds, not later than 12:00 noon (Eastern time)
on the Effective Date, an amount equal to $__________ (the "Purchase Price").

7. Promptly after the Effective Date, the Assignor will deliver to the Assignee the original Assigned Notes (or
"lost note" affidavits). The Assignee may, at its option, request that the Company issue replacement Notes
evidencing the indebtedness represented by the Assigned Notes by delivering a written request therefor to the
Company together with the original Assigned Notes (or "lost note" affidavits).

8. The Assignor represents and warrants to the Assignee that the Assignor is the legal and beneficial owner of the
interests being assigned and delegated hereby, free and clear of
any adverse claim, lien, encumbrance, security interest, restriction on transfer, purchase option, call or similar right
of a third party. The Assignee represents, warrants, and covenants the following to the Assignor (and to the
Collateral Agent and the Company as third party beneficiaries of this Agreement): (i) the Assignee is a Qualified
Transferee, and will continue to be a Qualified Transferee; (ii) the Assignee has made its own independent
investigation and appraisal of the financial condition and affairs of the Company, has conducted its own evaluation
of the Loan Documents, the Company's creditworthiness and the interests being assigned and delegated hereby,
has made its decision to become a Noteholder independently and without reliance upon the Assignor or the
Collateral Agent, and will continue to do so; and (iii) the Assignee understands that its ability to further assign and
delegate the interest being assigned and delegated hereby is restricted by the terms of the Loan Documents.

9. No course of dealing and no delay or failure of any party hereto in exercising any right, power or privilege
hereunder or under any other documents or instruments pursuant to or in connection herewith shall affect any
other or future exercise thereof or exercise of any other right, power or privilege; nor shall any single or partial
exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a
right, power or privilege preclude any further exercise thereof or of any other right, power or privilege.

10. The provisions of this Agreement are deemed to be severable. If any provision of this Agreement shall be
held invalid or unenforceable, in whole or in part, such provision shall, be ineffective to the extent of such
invalidity or unenforceability without in any manner affecting the validity or enforceability of the remaining
provisions hereof.

11. This Agreement may be executed in any number of counterparts each of which shall be deemed an original,
but all of which taken together shall constitute one and the same instrument. This Agreement may be delivered by
facsimile with the same force and effect as if it were a manually delivered counterpart.

12. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Assignee may not assign or transfer any of its rights or obligations
hereunder or any interest therein unless such assignee or transferee constitutes a Qualified Transferee and such
Qualified Transferee executes and delivers to the Collateral Agent an Assignment Agreement; and any such
purported assignment or transfer shall be null and void.

13. The Company and the Collateral Agent shall each be third-party beneficiaries of this Agreement. No other
Person shall have any rights hereunder or shall be entitled to rely on any provision hereof.

14. THIS AGREEMENT AND ALL MATTERS RELATING TO OR ARISING OUT OF THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
15. EACH PARTY HERETO WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN
CONNECTION WITH ANY LITIGATION COMMENCED BY OR AGAINST ANY OTHER PARTY
HERETO (OR THE COMPANY OR THE COLLATERAL AGENT) WITH RESPECT TO THIS
AGREEMENT AND ALL MATTERS RELATING TO OR ARISING OUT OF THIS AGREEMENT.

16. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE
JURISDICTION OF COURTS OF RECORD OF THE STATE OF FLORIDA LOCATED IN PALM
BEACH COUNTY, FLORIDA AND THE UNITED STATES DISTRICT COURT LOCATED IN SUCH
COUNTY, WHICHEVER THE COLLATERAL AGENT MAY ELECT.

17. Any amendment of this Agreement must be in writing and signed by each of the parties to be bound thereby.

18. Each party hereto shall execute and deliver to any other party hereto such additional agreements, documents
and instruments and take such further actions as may be reasonably requested by such other party to effectuate
the provisions and purposes of this Agreement.

                                     [SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the date and
year first written above.

                                            ASSIGNOR:



By:_______________________________ Name Printed: ____________________
Title:____________________________

                                            ASSIGNEE:



By: ______________________________ Name Printed: ____________________
Title:____________________________

Acknowledged:

COMPANY:

Interfund Investment Fund I, LLC

By: ______________________________
Name Printed: ______________________
Title:______________________________

COLLATERAL AGENT:

COLLATERAL SERVICE ASSOCIATES, LLC

By: ______________________________
Name Printed: ______________________
Title:______________________________

          [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT]
EXHIBIT C

                                        SCHEDULE A
                                     ASSIGNED INTEREST

      ----------------------------------   ---------------------------------------------
            NOTE NO.:                      PRINCIPAL BALANCE (AS OF THE EFFECTIVE DATE):
      ----------------------------------   ---------------------------------------------
      ----------------------------------   ---------------------------------------------

      ---------------------------------- ---------------------------------------------
      ---------------------------------- ---------------------------------------------

      ---------------------------------- ---------------------------------------------
      ---------------------------------- ---------------------------------------------

      ---------------------------------- ---------------------------------------------
      ---------------------------------- ---------------------------------------------

      ---------------------------------- ---------------------------------------------
EXHIBIT 10.11

                                               [Filed & Recorded in
                                                Official Records of
                                                   Carolyn Staley
                                                  Pulaski County
                                               Circuit/County clerk]

BOCA FIRST CAPITAL, LLLP
Real Estate Subordination Agreement
(Boca First Capital, LLLP to Third Party)



                                            [GRAPHIC OMITTED]
                                          Seal Pulaski County, Arkansas

This instrument was
prepared by and after recording return to:

Brandon Brown P.L.
900 N. Federal Highway
Suite 410
Boca Raton, FL 33432

This Real Estate Subordination Agreement ("Agreement") is executed as of September 30, 2003, by Boca First
Capital, LLLP, ("Boca First Capital"), having an address of 900 North Federal Highway, Suite 410, Boca
Raton, Florida 33432 ("Subordinator"), in favor of No ble I nternational I nvestments, I nc., a F lorida c
orporation, a s c ollateral agent for purchasers of notes, having an address for notice purposes of 6501 Congress
Avenue, Suite 100, Boca Raton, FL 33487 ("Junior Lienholder").

Whereas, Boca First Capital is the owner and holder of, or creditor under, the indebtedness described in and
secured by a security instrument (deed of trust, deed to secure debt or mortgage) dated September 27, 2002,
executed by Capitol Development of Arkansas, Inc. and which is recorded on October 2, 2002, as Document #
2002182700, of the land records of Pulaski County, Arkansas, as same may have been or is to be modified
prior hereto or contemporaneously herewith (the "Senior Lien"), encumbering the land described therein (said
land and such improvements, appurtenances and other rights and interests regarding said land, if any, as are
described in the Senior Lien being called herein collectively, the "Property"); and

Whereas, Junior Lienholder has been requested to make a loan, line of credit or other financial accommodation
to Capitol Development of Arkansas, Inc. and Capitol Communities Corporation (jointly and severally,
"Borrower"), to be secured by, without limitation, either a deed of trust, deed to secure debt or mortgage (the
"Junior Lien"), covering, without limitation, the Property and securing the indebtedness therein including the
payment of a promissory note, line of credit agreement or other borrowing agreement made by Borrower and/ or
others payable to the order of Noble International Investments, Inc., a Florida corporation, as collateral agent for
purchasers of notes in the maximum principal face amount of $3,000,000.00 (the "Principal Amount"), including
provisions for acceleration and payment of collection costs (the "Obligation"); and

Whereas, Junior Lienholder requires, as a condition to the making of the Obligation, that the Junior Lien be
superior to the Senior Lien;

Now, Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and with the understanding by Boca First Capital that Junior Lienholder will rely hereon in making
the Obligation, Boca First Capital agrees and covenants that the Senior Lien and the rights of Boca First Capital
thereunder and all other rights of Boca First Capital now or he reafter
existing in or with respect to the Property with a legal description described in EXHIBIT A, attached hereto and
made a part hereof, are hereby subordinated to, and are and shall remain completely and unconditionally
subordinate to the Junior Lien and the rights of the Junior Lienholder thereunder regardless of the frequency or
manner of renewal, extension, consolidation or modification of the Junior Lien and/ or the Obligation.

This Subordination Agreement is limited to an amount of $3,000,000.00, which is the original amount of the
Junior Lienholder's principal balance; plus interest and any additional amounts advanced pursuant to the provision
of said security instrument for payment of insurance premiums, taxes, cost of collection or protection of the value
of the Property or Junior Lienholder's rights in the Property. This Agreement shall inure to the benefit of Junior
Lienholder and be binding upon Boca First Capital, its successors and assigns and shall be binding upon any
purchaser or purchasers (at foreclosure or otherwise) of the Property or any part thereof, and their respective
heirs, personal representatives, successors and assigns.

           /s/ illegible                                          Boca First Capital, LLLC
           ---------------------------
                              Witness name:
                                                                      /s/ illegible
                                                                       ---------------------------




By:


                                                       Titla:

Boca First Capital, LLLP Acknowledgment:

State of Florida

County of Palm Beach

On this the 29th day of September, 2003, before me, Howard Bloom, the undersigned officer, appeared who is
personally known to me or has produced _________ as identification, who acknowledged himself to be the
Managing Member of Boca First Capital, LLLC, a limited liability limited partnership, and he, as such managing
member, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the limited partnership by himself as managing member, hi witness whereof I hereunto set my
hand and official seal.

          --------------------------------------------------------------------------------
           Commission #00186650                Signature of Person Taking Acknowledgement
           Expires: Feb 23, 2007               Commission Expiration Date:
                                                                           --------------
                         Bonded Thru
                         ----------------------------




Atlantic Bonding C<<., Inc. Seal
Exhibit A
LEGAL DESCRIPTION

Lands lying in Section 29. Township 3 North, flange 13 West. Pulaski County. Arkansas and more particularly
described as follows:

Commencing at the Northwest Corner of said Section 29: thence North 90 degrees 00 minutes 00 seconds East
2564.28 feet: thence South 00 degrees 00 minutes 00 seconds West 611.08 feet to the point of beginning which
is also on the south right of way of Odom Boulevard: thence leaving the said South right of way line of Odom
Boulevard along a 143.239-4 degree curve to the right 61.20 feet to a point having a chord bearing and distance
of South 81 degrees 31 minutes 11 seconds East 55.40 feet which is also on the west right of way of Naylor
Drive:
thence continue along said right of way line South 37 degrees 41 minutes 32 seconds East 30.45 feet: thence
along a 5.6169 degree curve to the right 358.75 feet to a point having a chord bearing and distance of South 27
degrees 37 minutes 01 seconds East 356.90 feet: thence South 17 degrees 32 minutes 30 seconds East 251.53
feet; thence along a 6.1069 degree curve to the left 498.81 feet to a point having a chord bearing and distance of
South 32 degrees 46 minutes 21 seconds East 492.96 feet; thence South 48 degrees 00 minutes 13 seconds
East 642.29 feet: thence along a 5.7569 degree curve to the right 387.16 feet to a point having a chord bearing
and distance of South 36 degrees 51 minutes 33 seconds East 384.72 feet: thence South 25 degrees 42 minutes
53 seconds East 31.71 feet; thence leaving said right of way along a 229.1831 degree curve to the right 38.46
feet to a point having a chord bearing and distance of South 18 degrees 21 minutes 48 seconds West 34.78 feet
which is also on the west right of way of Millwood Circle; thence continue along said right of way line South 62
degrees 26 minutes 30 seconds West 22.62 feet; thence along a 5.7103 degree curve to the left 1492.75 feet to
a point having a chord bearing and distance of South 16 degrees 40 minutes 41 seconds West 1358.84 feet;
thence South 25 degrees 56 minutes 35 seconds East 441.69 feet: thence along a 4.2642 degree curve to the
right 385.98 feet to a point having a chord bearing and distance of South 17 degrees 42 minutes 50 seconds East
384.65 feet; thence leaving said west right of way South 84 degrees 03 minutes 51 seconds West 170.32 feet;
thence North 73 degrees 20 minutes 45 seconds West 1097.68 feet:
thence South 33 degrees 01 minutes 16 seconds West 254.89 feet; thence South 45 degrees 24 minutes 03
seconds West 349.34 feet; thence South 58 degrees 31 minutes 12 seconds West 399.77 feet: thence North 77
degrees 45 minutes 58 seconds West 156.73 feet to a point which is also on the east right of way of Odom
Boulevard: thence North 77 degrees 45 minutes 58 seconds West 62.24 feet:
thence along the.-centerline of proposed Odom Boulevard North 11 degrees 57 minutes 24 seconds East 8.19
feet; thence along a 20.8347 degree curve to the left 266.72 feet to a point having a chord bearing and distance
of North 15 degrees 49 minutes 44 seconds West 256.39 feet; thence North 43 degrees 36 minutes 53 seconds
West 729.52 feet; thence along a 9.5492 degree curve to the left 221.93 feet to a point having a chord bearing
and distance of North 54 degrees 12 minutes 39 seconds West 220.67 feet: thence North 64 degrees 48 minutes
26 seconds West 622.59 feet; thence along a 6.3661 degree curve to the left 1607.78 feet to a point having a
chord bearing and distance of North 13 degrees 37 minutes 48 seconds West 1402.36 feet: thence North 37
degrees 32 minutes 49 seconds East 1031.88 feet: thence along a 3.3661 degree curve to the right 517.56 feet
to a point having a chord bearing and distance of North 54 degrees 01 minutes 17 seconds East 510.46 feet:
thence North 70 degrees 29 minutes 45 seconds East 406.83 feet: thence leaving said road centerline South 19
degrees 30 minutes 15 seconds East 60.00 feet to a point on the east right of way line of Odom Boulevard:
thence continue along said right of way line North 70 degrees 29 minutes 45 seconds East 914.54 feet; thence
along a 4.5558 degree curve to the left 347.34 feet to a point having a chord bearing and distance of North 62
degrees 34 minutes 34 seconds East 346.73 feet to the point of beginning containing 250.134 acres more or less.
2004033146 04/23/2004 01:35:22 PM Filed & Recorded in Official Records of
CAROLYN STFILEY PULASKI

                                      COUNTY CIRCUIT/COUNTY
                                         CLERK Fees $32.00

-State of Arkansas-

                       -SPACE ABOVE THIS LINE FOR RECORDING DATA-

This instrument was prepared by (name,address): BANK OF THE OZARKS

                                 LENDER TELEPHONE NO.
                         PERSON TO RELEASE LIEN (NAME AND TITLE)

                                     REAL ESTATE MORTGAGE
                                  (WITH FUTURE ADVANCE CLAUSE)

1. DATE AND PARTIES. The date of this Mortgage is APRIL 20, 2004 and the parties and their addresses are
as follows:

MORTGAGOR:

CAPITOL DEVELOPMENT OF ARKANSAS,INC.

Refer to the Addendum which is attached and incorporated herein for additional Mortgagors.

LENDER:

                                  BANK OF THE OZARKS (CHENAL)
                                    P 0 BOX 8811 LITTLE ROCK
                                          AR 72231-8811

2. MORTGAGE. FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH IS ACKNOWLEDGED, AND TO SECURE THE SECURED DEBT
(HEREAFTER DEFINED), MORTGAGOR GRANTS, BARGAINS, CONVEYS AND MORTGAGES
TO^LENDER THE FOLLOWING DESCRIBED PROPERTY:

TRACT D-R AND TRACT D-1 , REPLAT OF TRACT D , MAUMELLE TOWN CENTER ADDITION
TO THE CITY OF MAUMELLE, PULASKI COUNTY, ARKANSAS.

                                            SEE "EXHIBIT A"

The property is located in PULASKI at TOWN CENTER ADDITION, MAUMELLE, Arkansas

                              FORM 15 (ADDRESS) (CITY) (ZIP CODE)

ARKANSAS-AGRICULTURAL/COMMERCIAL REAL ESTATE SECURITY INSTRUMENT
(NOT FOR FNMA. FHLMC. FH,

(C)1993,2001 BANKERS SYSTEMS, INC., ST. CLOUD, MN FORM AGCO-RESI-AR 1/2/2003
TOGETHER WITH ALL RIGHTS, EASEMENTS, APPURTENANCES, ROYALTIES, MINERAL
RIGHTS, OIL AND GAS RIGHTS, CROPS, TIMBER, ALL DIVERSION PAYMENTS OR THIRD
PARTY PAYMENTS MADE TO CROP PRODUCERS WHICH ARE NOT DIRECTLY RELATED TO
CROP PRODUCTION PROCEEDS, AND ALL EXISTING AND FUTURE IMPROVEMENTS,
STRUCTURES, FIXTURES, AND REPLACEMENTS THAT MAY NOW, OR AT ANY TIME IN THE
FUTURE, BE PART OF THE REAL ESTATE DESCRIBED ABOVE (ALL REFERRED TO AS
"PROPERTY"). THE TERM PROPERTY ALSO INCLUDES, BUT IS NOT LIMITED TO, ANY AND
ALL WATER WELLS, WATER, DITCHES, RESERVOIRS, RESERVOIR SITES AND DAMS LOCATED
ON THE REAL ESTATE AND ALL RIPARIAN AND WATER RIGHTS ASSOCIATED WITH THE
PROPERTY, HOWEVER ESTABLISHED.

3. MAXIMUM OBLIGATION LIMIT. THE TOTAL PRINCIPAL AMOUNT OF THE SECURED DEBT
(HEREAFTER DEFINED) SECURED BY THIS MORTGAGE AT ANY ONE TIME SHALL NOT
EXCEED $ ________2 , 050 ,000.00________ O THIS LIMITATION OF AMOUNT DOES NOT
INCLUDE INTEREST, LOAN CHARGES, COMMITMENT FEES, BROKERAGE COMMISSIONS,
ATTORNEYS' FEES AND OTHER CHARGES VALIDLY MADE PURSUANT TO THIS MORTGAGE
AND DOES NOT APPLY TO ADVANCES (OR INTEREST ACCRUED ON SUCH ADVANCES)
MADE UNDER THE TERMS OF THIS MORTGAGE TO PROTECT LENDER'S SECURITY AND TO
PERFORM ANY OF THE COVENANTS CONTAINED IN THIS MORTGAGE. FUTURE ADVANCES
ARE CONTEMPLATED AND, ALONG WITH OTHER FUTURE OBLIGATIONS, ARE SECURED BY
THIS MORTGAGE EVEN THOUGH ALL OR PART MAY NOT YET BE ADVANCED. NOTHING IN
THIS MORTGAGE, HOWEVER, SHALL CONSTITUTE A COMMITMENT TO MAKE ADDITIONAL
OR FUTURE LOANS OR ADVANCES IN ANY AMOUNT. ANY SUCH COMMITMENT WOULD
NEED TO BE AGREED TO IN A SEPARATE WRITING.

4. SECURED DEBT DEFINED. THE TERM "SECURED DEBT" INCLUDES, BUT IS NOT LIMITED TO,
THE FOLLOWING:

A. THE PROMISSORY NOTE(S), CONTRACT(S), GUARANTY(IES) OR OTHER EVIDENCE OF
DEBT DESCRIBED BELOW AND ALL EXTENSIONS, RENEWALS, MODIFICATIONS OR
SUBSTITUTIONS (EVIDENCE OF DEBT) (E.G., BORROWER'S NAME, NOTE AMOUNT, INTEREST
RATE, MATURITY DATE):

             BORROWER: CAPITOL DEVELOPMENT OF ARKANSAS, INC
                        NOTE AMOUNT: $2,050,000.00
                        MATURITY DATE: 04/15/2006

B. ALL FUTURE ADVANCES FROM LENDER TO MORTGAGOR OR OTHER FUTURE
OBLIGATIONS OF MORTGAGOR TO LENDER UNDER ANY PROMISSORY NOTE, CONTRACT,
GUARANTY, OR OTHER EVIDENCE OF DEBT EXISTING NOW OR EXECUTED AFTER THIS
MORTGAGE WHETHER OR NOT THIS MORTGAGE IS SPECIFICALLY REFERRED TO IN THE
EVIDENCE OF DEBT, AND WHETHER OR NOT SUCH FUTURE ADVANCES OR FUTURE
OBLIGATIONS ARE INCURRED FOR ANY PURPOSE THAT WAS RELATED OR UNRELATED TO
THE PURPOSE OF THE EVIDENCE OF DEBT.

C. ALL OBLIGATIONS MORTGAGOR OWES TO LENDER, WHICH NOW EXIST OR MAY LATER
ARISE, TO THE EXTENT NOT PROHIBITED BY LAW, INCLUDING, BUT NOT LIMITED TO,
LIABILITIES FOR OVERDRAFTS RELATING TO ANY DEPOSIT ACCOUNT AGREEMENT
BETWEEN MORTGAGOR AND LENDER.

D. ALL ADDITIONAL SUMS ADVANCED AND EXPENSES INCURRED BY LENDER FOR
INSURING, PRESERVING OR OTHERWISE PROTECTING THE PROPERTY AND ITS VALUE AND
ANY OTHER SUMS ADVANCED AND EXPENSES INCURRED BY LENDER UNDER THE TERMS
OF THIS MORTGAGE, PLUS INTEREST AT THE SAME RATE PROVIDED IN THE EVIDENCE OF
DEBT.

E. MORTGAGOR'S PERFORMANCE UNDER THE TERMS OF ANY INSTRUMENT EVIDENCING A
DEBT BY MORTGAGOR TO LENDER AND ANY MORTGAGE SECURING, GUARANTYING, OR
OTHERWISE RELATING TO THE DEBT.

IF MORE THAN ONE PERSON SIGNS THIS MORTGAGE AS MORTGAGOR, EACH MORTGAGOR
AGREES THAT THIS MORTGAGE WILL SECURE ALL FUTURE ADVANCES AND FUTURE
OBLIGATIONS DESCRIBED ABOVE THAT ARE GIVEN TO OR INCURRED BY ANY ONE OR
MORE MORTGAGOR, OR ANY ONE OR MORE MORTGAGOR AND OTHERS. THIS MORTGAGE
WILL NOT SECURE ANY OTHER DEBT IF LENDER FAILS, WITH RESPECT TO SUCH OTHER
DEBT, TO MAKE ANY REQUIRED DISCLOSURE ABOUT THIS MORTGAGE OR IF LENDER FAILS
TO GIVE ANY REQUIRED NOTICE OF THE RIGHT OF RESCISSION.

5. PAYMENTS. MORTGAGOR AGREES TO MAKE ALL PAYMENTS ON THE SECURED DEBT
WHEN DUE AND IN ACCORDANCE WITH THE TERMS OF THE EVIDENCE OF DEBT OR THIS
MORTGAGE.

B. WARRANTY OF TITLE. MORTGAGOR COVENANTS THAT MORTGAGOR IS LAWFULLY
SEIZED OF THE ESTATE CONVEYED BY THIS MORTGAGE AND HAS THE RIGHT TO GRANT,
BARGAIN, CONVEY, SELL, AND MORTGAGE THE PROPERTY AND WARRANTS THAT THE
PROPERTY IS UNENCUMBERED, EXCEPT FOR ENCUMBRANCES OF RECORD.

7. CLAIMS AGAINST TITLE. MORTGAGOR WILL PAY ALL TAXES, ASSESSMENTS, LIENS,
ENCUMBRANCES, LEASE PAYMENTS, GROUND RENTS, UTILITIES AND OTHER CHARGES
RELATING TO THE PROPERTY WHEN DUE. LENDER MAY REQUIRE MORTGAGOR TO
PROVIDE TO LENDER COPIES OF ALL NOTICES THAT SUCH AMOUNTS ARE DUE AND THE
RECEIPTS EVIDENCING MORTGAGOR'S PAYMENT. MORTGAGOR WILL DEFEND TITLE TO
THE PROPERTY AGAINST ANY CLAIMS THAT WOULD IMPAIR THE LIEN OF THIS MORTGAGE.
MORTGAGOR AGREES TO ASSIGN TO LENDER, AS REQUESTED BY LENDER, ANY RIGHTS,
CLAIMS OR DEFENSES WHICH MORTGAGOR MAY HAVE AGAINST PARTIES WHO SUPPLY
LABOR OR MATERIALS TO IMPROVE OR MAINTAIN THE PROPERTY.

8. PRIOR SECURITY INTERESTS. WITH REGARD TO ANY OTHER MORTGAGE, DEED OF TRUST
OR SECURITY AGREEMENT THAT CREATED A PRIOR SECURITY INTEREST OR
ENCUMBRANCE ON THE PROPERTY AND THAT MAY HAVE PRIORITY OVER THIS
MORTGAGE, MORTGAGOR AGREES:

A. TO MAKE ALL PAYMENTS WHEN DUE AND TO PERFORM OR COMPLY WITH ALL
COVENANTS.

B. TO PROMPTLY DELIVER TO LENDER ANY NOTICES THAT MORTGAGOR RECEIVES FROM
THE HOLDER. C. NOT TO MAKE OR PERMIT ANY MODIFICATION OR EXTENSION OF, AND
NOT TO REQUEST OR ACCEPT ANY FUTURE ADVANCES UNDER ANY NOTE OR AGREEMENT
SECURED BY, THE OTHER MORTGAGE, DEED OF TRUST OR SECURITY AGREEMENT UNLESS
LENDER CONSENTS IN WRITING.

9. DUE ON SALE OR ENCUMBRANCE. LENDER MAY, AT ITS OPTION, DECLARE THE ENTIRE
BALANCE OF THE SECURED DEBT TO BE IMMEDIATELY DUE AND PAYABLE UPON THE
CREATION OF ANY LIEN, ENCUMBRANCE, TRANSFER, OR SALE, OR CONTRACT FOR ANY
OF THESE ON THE PROPERTY. HOWEVER, IF THE PROPERTY INCLUDES MORTGAGOR'S
RESIDENCE, THIS SECTION SHALL BE SUBJECT TO THE RESTRICTIONS IMPOSED BY
FEDERAL LAW (12 C.F.R. 591 ET SEQ.), AS APPLICABLE. FOR THE PURPOSES OF THIS
PARAGRAPH, THE TERM "PROPERTY" ALSO INCLUDES ANY INTEREST TO ALL OR ANY PART
OF THE PROPERTY. THIS COVENANT SHALL RUN^WITH THE PROPERTY AND SHALL REMAIN
IN EFFECT UNTIL THE SECURED DEBT IS PAID IN FULL AND THIS MORTGAGE IS RELEASED.
                                    FORM 215,
                         S1993, 2001 BANKERS SYSTEMS.

10. TRANSFER OF AN INTEREST IN THE MORTGAGOR. IF MORTGAGOR IS AN ENTITY OTHER
THAN A NATURAL PERSON (SUCH AS A CORPORATION OR OTHER ORGANIZATION).
LENDER MAY DEMAND IMMEDIATE PAYMENT IF (1) A BENEFICIAL INTEREST IN
MORTGAGOR IS SOLD OR TRANSFERRED; (2) THERE IS A CHANGE IN EITHER THE IDENTITY
OR NUMBER OF MEMBERS OF A PARTNERSHIP; OR (3) THERE IS A CHANGE IN OWNERSHIP
OF MORE THAN 25 PERCENT OF THE VOTING STOCK OF A CORPORATION. HOWEVER,
LENDER MAY NOT DEMAND PAYMENT IN THE ABOVE SITUATIONS IF IT IS PROHIBITED BY
LAW AS OF THE DATE OF THIS MORTGAGE.

11. ENTITY WARRANTIES AND REPRESENTATIONS. IF MORTGAGOR IS AN ENTITY OTHER
THAN A NATURAL PERSON (SUCH AS A CORPORATION OR OTHER ORGANIZATION).
MORTGAGOR MAKES TO LENDER THE FOLLOWING WARRANTIES AND REPRESENTATIONS
WHICH SHALL BE CONTINUING AS LONG AS THE SECURED DEBT REMAINS OUTSTANDING:

A. MORTGAGOR IS AN ENTITY WHICH IS DULY ORGANIZED AND VALIDLY EXISTING IN THE
MORTGAGOR'S STATE OF INCORPORATION (OR ORGANIZATION). MORTGAGOR IS IN GOOD
STANDING IN ALL STATES IN WHICH MORTGAGOR TRANSACTS BUSINESS. MORTGAGOR
HAS THE POWER AND AUTHORITY TO OWN THE PROPERTY AND TO CARRY ON ITS
BUSINESS AS NOW BEING CONDUCTED AND, AS APPLICABLE, IS QUALIFIED TO DO SO IN
EACH STATE IN WHICH MORTGAGOR OPERATES.

B. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS MORTGAGE BY MORTGAGOR
AND THE OBLIGATION EVIDENCED BY THE EVIDENCE OF DEBT ARE WITHIN THE POWER OF
MORTGAGOR, HAVE BEEN DULY AUTHORIZED, HAVE RECEIVED ALL NECESSARY
GOVERNMENTAL APPROVAL, AND WILL NOT VIOLATE ANY PROVISION OF LAW, OR
ORDER OF COURT OR GOVERNMENTAL AGENCY. C. OTHER THAN DISCLOSED IN WRITING
MORTGAGOR HAS NOT CHANGED ITS NAME WITHIN THE LAST TEN YEARS AND HAS NOT
USED ANY OTHER TRADE OR FICTITIOUS NAME. WITHOUT LENDER'S PRIOR WRITTEN
CONSENT. MORTGAGOR DOES NOT AND WILL NOT USE ANY OTHER NAME AND WILL
PRESERVE ITS EXISTING NAME, TRADE NAMES AND FRANCHISES UNTIL THE EVIDENCE OF
DEBT IS SATISFIED.

12. PROPERTY CONDITION, ALTERATIONS AND INSPECTION. MORTGAGOR WILL KEEP THE
PROPERTY IN GOOD CONDITION AND MAKE ALL REPAIRS THAT ARE REASONABLY
NECESSARY. MORTGAGOR WILL GIVE LENDER PROMPT NOTICE OF ANY LOSS OR DAMAGE
TO THE PROPERTY. MORTGAGOR WILL KEEP THE PROPERTY FREE OF NOXIOUS WEEDS
AND GRASSES. MORTGAGOR WILL NOT INITIATE, JOIN IN OR CONSENT TO ANY CHANGE
IN ANY PRIVATE RESTRICTIVE COVENANT, ZONING ORDINANCE OR OTHER PUBLIC OR
PRIVATE RESTRICTION LIMITING OR DEFINING THE USES WHICH MAY BE MADE OF THE
PROPERTY OR ANY PART OF THE PROPERTY, WITHOUT LENDER'S PRIOR WRITTEN
CONSENT. MORTGAGOR WILL COMPLY WITH ALL LEGAL REQUIREMENTS AND
RESTRICTIONS, WHETHER PUBLIC OR PRIVATE, WITH RESPECT TO THE USE OF THE
PROPERTY. MORTGAGOR ALSO AGREES THAT THE NATURE OF THE OCCUPANCY AND USE
WILL NOT CHANGE WITHOUT LENDER'S PRIOR WRITTEN CONSENT. MORTGAGOR WILL
NOTIFY LENDER OF ALL DEMANDS, PROCEEDINGS, CLAIMS AND ACTIONS AGAINST
MORTGAGOR OR ANY OTHER OWNER MADE UNDER ANY LAW OR REGULATION
REGARDING USE, OWNERSHIP AND OCCUPANCY OF THE PROPERTY. NO PORTION OF THE
PROPERTY WILL BE REMOVED, DEMOLISHED OR MATERIALLY ALTERED WITHOUT
LENDER'S PRIOR WRITTEN CONSENT EXCEPT THAT MORTGAGOR HAS THE RIGHT TO
REMOVE ITEMS OF PERSONAL PROPERTY COMPRISING A PART OF THE PROPERTY THAT
BECOME WORN OR OBSOLETE, PROVIDED THAT SUCH PERSONAL PROPERTY IS REPLACED
WITH OTHER PERSONAL PROPERTY AT LEAST EQUAL IN VALUE TO THE REPLACED
PERSONAL PROPERTY, FREE FROM ANY TITLE RETENTION DEVICE, SECURITY AGREEMENT
OR OTHER ENCUMBRANCE. SUCH REPLACEMENT OF PERSONAL PROPERTY WILL BE
DEEMED SUBJECT TO THE SECURITY INTEREST CREATED BY THIS MORTGAGE.
MORTGAGOR SHALL NOT PARTITION OR SUBDIVIDE THE PROPERTY WITHOUT LENDER'S
PRIOR WRITTEN CONSENT. LENDER OR LENDER'S AGENTS MAY, AT LENDER'S OPTION,
ENTER THE PROPERTY AT ANY REASONABLE TIME FOR THE PURPOSE OF INSPECTING THE
PROPERTY. ANY INSPECTION OF THE PROPERTY SHALL BE ENTIRELY FOR LENDER'S
BENEFIT AND MORTGAGOR WILL IN NO WAY RELY ON LENDER'S INSPECTION.

13. AUTHORITY TO PERFORM. IF MORTGAGOR FAILS TO PERFORM ANY OF MORTGAGOR'S
DUTIES UNDER THIS MORTGAGE, OR ANY OTHER MORTGAGE, DEED OF TRUST, LIEN OR
OTHER SECURITY INTEREST THAT HAS PRIORITY OVER THIS MORTGAGE, LENDER MAY,
WITHOUT NOTICE, PERFORM THE DUTIES OR CAUSE THEM TO BE PERFORMED.
MORTGAGOR APPOINTS LENDER AS ATTORNEY IN FACT TO SIGN MORTGAGOR'S NAME OR
PAY ANY AMOUNT NECESSARY FOR PERFORMANCE. IF ANY CONSTRUCTION ON THE
PROPERTY IS DISCONTINUED OR NOT CARRIED ON IN A REASONABLE MANNER. LENDER
MAY DO WHATEVER IS NECESSARY TO PROTECT LENDER'S SECURITY INTEREST IN THE
PROPERTY. THIS MAY INCLUDE COMPLETING THE CONSTRUCTION. LENDER'S RIGHT TO
PERFORM FOR MORTGAGOR SHALL NOT CREATE AN OBLIGATION TO PERFORM, AND
LENDER'S FAILURE TO PERFORM WILL NOT PRECLUDE LENDER FROM EXERCISING ANY OF
LENDER'S OTHER RIGHTS UNDER THE LAW OR THIS MORTGAGE. ANY AMOUNTS PAID BY
LENDER FOR INSURING, PRESERVING OR OTHERWISE PROTECTING THE PROPERTY AND
LENDER'S SECURITY INTEREST WILL BE DUE ON DEMAND AND WILL BEAR INTEREST FROM
THE DATE OF THE PAYMENT UNTIL PAID IN FULL AT THE INTEREST RATE IN EFFECT FROM
TIME TO TIME ACCORDING TO THE TERMS OF THE EVIDENCE OF DEBT.

14. ASSIGNMENT OF LEASES AND RENTS. MORTGAGOR ASSIGNS, GRANTS, BARGAINS,
CONVEYS AND MORTGAGES TO LENDER AS ADDITIONAL SECURITY ALL THE RIGHT, TITLE
AND INTEREST IN THE FOLLOWING (PROPERTY).

A. EXISTING OR FUTURE LEASES, SUBLEASES, LICENSES, GUARANTIES AND ANY OTHER
WRITTEN OR VERBAL AGREEMENTS FOR THE USE AND OCCUPANCY OF THE PROPERTY,
INCLUDING BUT NOT LIMITED TO, ANY EXTENSIONS, RENEWALS, MODIFICATIONS OR
REPLACEMENTS (LEASES).

B. RENTS, ISSUES AND PROFITS, INCLUDING BUT NOT LIMITED TO, SECURITY DEPOSITS,
MINIMUM RENTS, PERCENTAGE RENTS, ADDITIONAL RENTS, COMMON AREA
MAINTENANCE CHARGES, PARKING CHARGES, REAL ESTATE TAXES, OTHER APPLICABLE
TAXES, INSURANCE PREMIUM CONTRIBUTIONS, LIQUIDATED DAMAGES FOLLOWING
DEFAULT, CANCELLATION PREMIUMS, "LOSS OF RENTS" INSURANCE, GUEST RECEIPTS,
REVENUES, ROYALTIES, PROCEEDS, BONUSES, ACCOUNTS, CONTRACT RIGHTS, GENERAL
INTANGIBLES, AND ALL RIGHTS AND CLAIMS WHICH MORTGAGOR MAY HAVE THAT IN
ANY WAY PERTAIN TO OR ARE ON ACCOUNT OF THE USE OR OCCUPANCY OF THE WHOLE
OR ANY PART OF THE PROPERTY (RENTS).

IN THE EVENT ANY ITEM LISTED AS LEASES OR RENTS IS DETERMINED TO BE PERSONAL
PROPERTY, THIS ASSIGNMENT WILL ALSO BE REGARDED AS A SECURITY AGREEMENT.

MORTGAGOR WILL PROMPTLY PROVIDE LENDER WITH COPIES OF THE LEASES AND WILL
CERTIFY THESE LEASES ARE TRUE AND CORRECT COPIES. THE EXISTING LEASES WILL BE
PROVIDED ON EXECUTION OF THE ASSIGNMENT, AND ALL FUTURE LEASES AND ANY
OTHER INFORMATION WITH RESPECT TO THESE LEASES WILL BE PROVIDED IMMEDIATELY
AFTER THEY ARE EXECUTED. MORTGAGOR MAY COLLECT, RECEIVE, ENJOY AND USE THE
RENTS SO LONG AS MORTGAGOR IS NOT IN DEFAULT. MORTGAGOR WILL NOT COLLECT
IN ADVANCE ANY RENTS DUE IN FUTURE LEASE PERIODS, UNLESS MORTGAGOR FIRST
OBTAINS LENDER'S WRITTEN CONSENT. UPON DEFAULT, MORTGAGOR WILL RECEIVE
ANY RENTS IN TRUST FOR LENDER AND MORTGAGOR WILL NOT COMMINGLE THE RENTS
WITH ANY OTHER FUNDS. WHEN LENDER SO DIRECTS, MORTGAGOR WILL ENDORSE AND
DELIVER ANY PAYMENTS OF RENTS FROM THE PROPERTY TO LENDER. AMOUNTS
COLLECTED WILL BE APPLIED AT LENDER'S DISCRETION TO THE SECURED DEBTS, THE
COSTS OF MANAGING, PROTECTING AND PRESERVING THE PROPERTY, AND OTHER
NECESSARY EXPENSES. MORTGAGOR AGREES THAT THIS SECURITY INSTRUMENT IS
IMMEDIATELY EFFECTIVE BETWEEN MORTGAGOR AND LENDER AND EFFECTIVE AS TO
THIRD PARTIES ON THE RECORDING OF THIS ASSIGNMENT.

AS LONG AS THIS ASSIGNMENT IS IN EFFECT, MORTGAGOR WARRANTS AND REPRESENTS
THAT NO DEFAULT EXISTS UNDER THE LEASES, AND THE PARTIES SUBJECT TO THE LEASES
HAVE NOT VIOLATED ANY APPLICABLE LAW ON LEASES, LICENSES AND LANDLORDS AND
TENANTS. MORTGAGOR, AT ITS SOLE COST AND EXPENSE, WILL KEEP, OBSERVE AND
PERFORM, AND REQUIRE ALL OTHER PARTIES TO THE LEASES TO COMPLY WITH THE
LEASES AND ANY APPLICABLE LAW. IF MORTGAGOR OR ANY PARTY TO THE LEASE
DEFAULTS OR FAILS TO OBSERVE ANY "* APPLICABLE LAW, MORTGAGOR WILL PROMPTLY
NOTIFY LENDER. IF MORTGAGOR NEGLECTS OR REFUSES TO ENFORCE COMPLIANCE WITH
THE TERMS OF THE LEASES, THEN LENDER MAY, AT LENDER'S OPTION, ENFORCE
COMPLIANCE. MORTGAGOR WILL NOT SUBLET, MODIFY, EXTEND, CANCEL, OR
OTHERWISE ALTER THE LEASES, OR ACCEPT THE SURRENDER OF THE PROPERTY COVERED
BY THE LEASES (UNLESS THE LEASES SO REQUIRE) WITHOUT LENDER'S CONSENT.
MORTGAGOR WILL NOT ASSIGN, COMPROMISE, SUBORDINATE OR ENCUMBER THE LEASES
AND RENTS WITHOUT LENDER'S PRIOR WRITTEN CONSENT. LENDER DOES NOT ASSUME
OR BECOME LIABLE FOR THE PROPERTY'S MAINTENANCE, DEPRECIATION, OR OTHER
LOSSES OR DAMAGES WHEN LENDER ACTS TO MANAGE, PROTECT OR PRESERVE THE
PROPERTY, EXCEPT FOR LOSSES AND DAMAGES DUE TO LENDER'S GROSS NEGLIGENCE OR
INTENTIONAL TORTS. OTHERWISE, MORTGAGOR WILL INDEMNIFY LENDER AND HOLD
LENDER HARMLESS FOR ALL LIABILITY, LOSS OR DAMAGE THAT LENDER MAY INCUR
WHEN LENDER OPTS TO EXERCISE ANY OF ITS REMEDIES AGAINST ANY PARTY
OBLIGATED UNDER THE LEASES.

15. CONDOMINIUMS; PLANNED UNIT DEVELOPMENTS. IF THE PROPERTY INCLUDES A UNIT
IN A CONDOMINIUM OR A PLANNED UNIT DEVELOPMENT, MORTGAGOR WILL PERFORM
ALL OF MORTGAGOR'S DUTIES UNDER THE COVENANTS, BY-LAWS, OR REGULATIONS OF
THE CONDOMINIUM OR PLANNED UNIT DEVELOPMENT.

16. DEFAULT. MORTGAGOR WILL BE IN DEFAULT IF ANY OF THE FOLLOWING OCCUR:

A. ANY PARTY OBLIGATED ON THE SECURED DEBT FAILS TO MAKE PAYMENT WHEN DUE;

B. A BREACH OF ANY TERM OR COVENANT IN THIS MORTGAGE, ANY PRIOR MORTGAGE OR
ANY CONSTRUCTION LOAN AGREEMENT, SECURITY AGREEMENT OR ANY OTHER
DOCUMENT EVIDENCING, GUARANTYING, SECURING OR OTHERWISE RELATING TO THE
SECURED DEBT;

C. THE MAKING OR FURNISHING OF ANY VERBAL OR WRITTEN REPRESENTATION,
STATEMENT OR WARRANTY TO LENDER THAT IS FALSE OR INCORRECT IN ANY MATERIAL
RESPECT BY MORTGAGOR OR ANY PERSON OR ENTITY OBLIGATED ON THE SECURED
DEBT;

D. THE DEATH, DISSOLUTION, APPOINTMENT OF A RECEIVER, INSOLVENCY, OR
APPLICATION OF ANY DEBTOR RELIEF LAW TO OR OF MORTGAGOR OR ANY PERSON OR
ENTITY OBLIGATED ON THE SECURED DEBT;

E. A GOOD FAITH BELIEF BY LENDER AT ANY TIME THAT LENDER IS INSECURE WITH
RESPECT TO ANY PERSON OR ENTITY OBLIGATED ON THE SECURED DEBT OR THAT THE
PROSPECT OF ANY PAYMENT IS IMPAIRED OR THE PROPERTY IS IMPAIRED;
F. A MATERIAL ADVERSE CHANGE IN MORTGAGOR'S BUSINESS INCLUDING OWNERSHIP,
MANAGEMENT, AND FINANCIAL CONDITIONS, WHICH LENDER IN ITS OPINION BELIEVES
IMPAIRS THE VALUE OF THE PROPERTY OR REPAYMENT OF THE SECURED DEBT; OR

G. ANY LOAN PROCEEDS ARE USED FOR A PURPOSE THAT WILL CONTRIBUTE TO
EXCESSIVE EROSION OF HIGHLY ERODIBLE LAND OR TO THE CONVERSION OF WETLANDS
TO PRODUCE AN AGRICULTURAL COMMODITY, AS FURTHER EXPLAINED IN 7 C.F.R. PART
1940, SUBPART G, EXHIBIT M.

17. REMEDIES ON DEFAULT. IN SOME INSTANCES, FEDERAL AND STATE LAW WILL
REQUIRE LENDER TO PROVIDE MORTGAGOR WITH NOTICE OF THE RIGHT TO CURE,
MEDIATION NOTICES OR OTHER NOTICES AND MAY ESTABLISH TIME SCHEDULES FOR
FORECLOSURE ACTIONS. SUBJECT TO THESE LIMITATIONS, IF ANY. LENDER MAY
ACCELERATE THE SECURED DEBT AND FORECLOSE THIS MORTGAGE IN A MANNER
PROVIDED BY LAW IF THIS MORTGAGOR IS IN DEFAULT.

AT THE OPTION OF LENDER, ALL OR ANY PART OF THE AGREED FEES AND CHARGES,
ACCRUED INTEREST AND PRINCIPAL SHALL BECOME IMMEDIATELY DUE AND PAYABLE,
AFTER GIVING NOTICE IF REQUIRED BY LAW, UPON THE OCCURRENCE OF A DEFAULT OR
ANYTIME THEREAFTER. IN ADDITION. LENDER SHALL BE ENTITLED TO ALL THE REMEDIES
PROVIDED BY LAW, THE SECURED DEBT, THIS MORTGAGE AND ANY RELATED DOCUMENTS
INCLUDING WITHOUT LIMITATION, THE POWER TO SELL THE PROPERTY. ALL REMEDIES
ARE DISTINCT, CUMULATIVE AND NOT EXCLUSIVE, AND THE LENDER IS ENTITLED TO ALL
REMEDIES PROVIDED AT LAW OR EQUITY, WHETHER EXPRESSLY SET FORTH OR NOT.
THE ACCEPTANCE BY LENDER OF ANY SUM IN PAYMENT OR PARTIAL PAYMENT ON THE
SECURED DEBT AFTER THE BALANCE IS DUE OR IS ACCELERATED OR AFTER FORECLOSURE
PROCEEDINGS ARE FILED SHALL NOT CONSTITUTE A WAIVER OF LENDER'S RIGHT TO
REQUIRE FULL AND COMPLETE CURE OF ANY EXISTING DEFAULT. BY NOT EXERCISING
ANY REMEDY ON MORTGAGOR'S DEFAULT. LENDER DOES NOT WAIVE LENDER'S RIGHT TO
LATER CONSIDER THE EVENT A DEFAULT IF IT CONTINUES OR HAPPENS AGAIN.

18. EXPENSES; ADVANCES ON COVENANTS; ATTORNEYS' FEES; COLLECTION COSTS.
EXCEPT WHEN PROHIBITED BY LAW, MORTGAGOR AGREES TO PAY ALL OF LENDER'S
EXPENSES IF MORTGAGOR BREACHES ANY COVENANT IN THIS MORTGAGE. MORTGAGOR
WILL ALSO PAY ON DEMAND ALL OF LENDER'S EXPENSES INCURRED IN COLLECTING,
INSURING, PRESERVING OR PROTECTING THE PROPERTY OR IN ANY INVENTORIES,
AUDITS, INSPECTIONS OR OTHER EXAMINATION BY LENDER IN RESPECT TO THE
PROPERTY. MORTGAGOR AGREES TO PAY ALL COSTS AND EXPENSES INCURRED BY
LENDER IN ENFORCING OR PROTECTING LENDER'S RIGHTS AND REMEDIES UNDER THIS
MORTGAGE, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES (AS
DETERMINED UNDER A.C.A. 1 6-22-308), COURT COSTS, AND OTHER LEGAL EXPENSES.
ONCE THE SECURED DEBT IS FULLY AND FINALLY PAID, LENDER AGREES TO RELEASE THIS
MORTGAGE AND MORTGAGOR AGREES TO PAY FOR ANY RECORDATION COSTS. ALL SUCH
AMOUNTS ARE DUE ON DEMAND AND WILL BEAR INTEREST FROM THE TIME OF THE
ADVANCE AT THE SAME RATE PROVIDED IN THE EVIDENCE OF DEBT AND AS PERMITTED
BY LAW.

19. ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES. AS USED IN THIS SECTION, (1)
"ENVIRONMENTAL LAW" MEANS, WITHOUT LIMITATION, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (CERCLA, 42 U.S.C. 9601
ET SEQ.), ALL OTHER FEDERAL, STATE AND LOCAL LAWS, REGULATIONS, ORDINANCES,
COURT ORDERS, ATTORNEY GENERAL OPINIONS OR INTERPRETIVE LETTERS CONCERNING
THE PUBLIC HEALTH, SAFETY, WELFARE, ENVIRONMENT OR A HAZARDOUS SUBSTANCE;
AND (2) "HAZARDOUS SUBSTANCE" MEANS ANY TOXIC, RADIOACTIVE OR HAZARDOUS
MATERIAL, WASTE, POLLUTANT OR CONTAMINANT WHICH HAS CHARACTERISTICS WHICH
RENDER THE SUBSTANCE DANGEROUS OR POTENTIALLY DANGEROUS TO THE PUBLIC
HEALTH, SAFETY, WELFARE OR ENVIRONMENT. THE TERM INCLUDES, WITHOUT
LIMITATION, ANY SUBSTANCES DEFINED AS "HAZARDOUS MATERIAL," "TOXIC
SUBSTANCES,"
"HAZARDOUS WASTE" OR "HAZARDOUS SUBSTANCE" UNDER ANY ENVIRONMENTAL LAW.
MORTGAGOR REPRESENTS, WARRANTS AND AGREES THAT, EXCEPT AS PREVIOUSLY
DISCLOSED AND ACKNOWLEDGED IN WRITING:

A. NO HAZARDOUS SUBSTANCE HAS BEEN, IS, OR WILL BE LOCATED, TRANSPORTED,
MANUFACTURED, TREATED, REFINED, OR HANDLED BY ANY PERSON ON, UNDER OR
ABOUT THE PROPERTY, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AND IN STRICT
COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAW.

B. MORTGAGOR HAS NOT AND WILL NOT CAUSE, CONTRIBUTE TO, OR PERMIT THE
RELEASE OF ANY HAZARDOUS SUBSTANCE ON THE PROPERTY.

C. MORTGAGOR WILL IMMEDIATELY NOTIFY LENDER IF (1) A RELEASE OR THREATENED
RELEASE OF HAZARDOUS SUBSTANCE OCCURS ON, UNDER OR ABOUT THE PROPERTY OR
MIGRATES OR THREATENS TO MIGRATE FROM NEARBY PROPERTY; OR (2) THERE IS A
VIOLATION OF ANY ENVIRONMENTAL LAW CONCERNING THE PROPERTY. IN SUCH AN
EVENT, MORTGAGOR WILL TAKE ALL NECESSARY REMEDIAL ACTION IN ACCORDANCE
WITH ENVIRONMENTAL LAW.

D. MORTGAGOR HAS NO KNOWLEDGE OF OR REASON TO BELIEVE THERE IS ANY PENDING
OR THREATENED INVESTIGATION, CLAIM, OR PROCEEDING OF ANY KIND RELATING TO (1)
ANY HAZARDOUS SUBSTANCE LOCATED ON, UNDER OR ABOUT THE PROPERTY; OR (2)
ANY VIOLATION BY MORTGAGOR OR ANY TENANT OF ANY ENVIRONMENTAL LAW.
MORTGAGOR WILL IMMEDIATELY NOTIFY LENDER IN WRITING AS SOON AS MORTGAGOR
HAS REASON TO BELIEVE THERE IS ANY SUCH PENDING OR THREATENED INVESTIGATION,
CLAIM, OR PROCEEDING. IN SUCH AN EVENT, LENDER HAS THE RIGHT, BUT NOT THE
OBLIGATION, TO PARTICIPATE IN ANY SUCH PROCEEDING INCLUDING THE RIGHT TO
RECEIVE COPIES OF ANY DOCUMENTS RELATING TO SUCH PROCEEDINGS.

E. MORTGAGOR AND EVERY TENANT HAVE BEEN, ARE AND SHALL REMAIN IN FULL
COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAW.

F. THERE ARE NO UNDERGROUND STORAGE TANKS, PRIVATE DUMPS OR OPEN WELLS
LOCATED ON OR UNDER THE PROPERTY AND NO SUCH TANK, DUMP OR WELL WILL BE
ADDED UNLESS LENDER FIRST CONSENTS IN WRITING.

G. MORTGAGOR WILL REGULARLY INSPECT THE PROPERTY, MONITOR THE ACTIVITIES
AND OPERATIONS ON THE PROPERTY, AND CONFIRM THAT ALL PERMITS, LICENSES OR
APPROVALS REQUIRED BY ANY APPLICABLE ENVIRONMENTAL LAW ARE OBTAINED AND
COMPLIED WITH.

H. MORTGAGOR WILL PERMIT, OR CAUSE ANY TENANT TO PERMIT, LENDER OR LENDER'S
AGENT TO ENTER AND INSPECT THE PROPERTY AND REVIEW ALL RECORDS AT ANY
REASONABLE TIME TO DETERMINE (1) THE EXISTENCE, LOCATION AND NATURE OF ANY
HAZARDOUS SUBSTANCE ON, UNDER OR ABOUT THE PROPERTY; (2) THE EXISTENCE,
LOCATION, NATURE AND MAGNITUDE OF ANY HAZARDOUS SUBSTANCE THAT HAS BEEN
RELEASED ON, UNDER OR ABOUT THE PROPERTY; OR (3) WHETHER OR NOT MORTGAGOR
AND ANY TENANT ARE IN COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAW.

I. UPON LENDER'S REQUEST AND AT ANY TIME. MORTGAGOR AGREES, AT MORTGAGOR'S
EXPENSE, TO ENGAGE A QUALIFIED ENVIRONMENTAL ENGINEER TO PREPARE AN
ENVIRONMENTAL AUDIT OF THE PROPERTY AND TO SUBMIT THE RESULTS OF SUCH AUDIT
TO LENDER. THE CHOICE OF THE ENVIRONMENTAL ENGINEER WHO WILL PERFORM SUCH
AUDIT IS SUBJECT TO LENDER'S APPROVAL.

J. LENDER HAS THE RIGHT, BUT NOT THE OBLIGATION, TO PERFORM ANY OF
MORTGAGOR'S OBLIGATIONS UNDER THIS SECTION AT MORTGAGOR'S EXPENSE.
K. AS A CONSEQUENCE OF ANY BREACH OF ANY REPRESENTATION, WARRANTY OR
PROMISE MADE IN THIS SECTION, (1) MORTGAGOR WILL INDEMNIFY AND HOLD LENDER
AND LENDER'S SUCCESSORS OR ASSIGNS HARMLESS FROM AND AGAINST ALL LOSSES,
CLAIMS, DEMANDS, LIABILITIES, DAMAGES, CLEANUP, RESPONSE AND REMEDIATION
COSTS, PENALTIES AND EXPENSES, INCLUDING WITHOUT LIMITATION ALL COSTS OF
LITIGATION AND ATTORNEYS' FEES, WHICH LENDER AND LENDER'S SUCCESSORS OR
ASSIGNS MAY SUSTAIN; AND (2) AT LENDER'S DISCRETION, LENDER MAY RELEASE THIS
MORTGAGE AND IN RETURN MORTGAGOR WILL PROVIDE LENDER WITH COLLATERAL OF
AT LEAST EQUAL VALUE TO THE PROPERTY SECURED BY THIS MORTGAGE WITHOUT
PREJUDICE TO ANY OF LENDER'S RIGHTS UNDER THIS MORTGAGE.

L. NOTWITHSTANDING ANY OF THE LANGUAGE CONTAINED IN THIS MORTGAGE TO THE
CONTRARY, THE TERMS OF THIS SECTION SHALL SURVIVE ANY FORECLOSURE OR
SATISFACTION OF THIS MORTGAGE REGARDLESS OF ANY PASSAGE OF TITLE TO LENDER
OR ANY DISPOSITION BY LENDER OF ANY OR AIL OF THE PROPERTY. ANY CLAIMS AND
DEFENSES TO THE CONTRARY ARE HEREBY WAIVED.

20. CONDEMNATION. MORTGAGOR WILL GIVE LENDER PROMPT NOTICE OF ANY ACTION,
REAL OR THREATENED, BY PRIVATE OR PUBLIC ENTITIES TO PURCHASE OR TAKE ANY OR
ALL OF THE PROPERTY, INCLUDING ANY EASEMENTS, THROUGH CONDEMNATION,
EMINENT DOMAIN, OR ANY OTHER MEANS. MORTGAGOR FURTHER AGREES TO NOTIFY
LENDER OF ANY PROCEEDINGS INSTITUTED FOR THE ESTABLISHMENT OF ANY SEWER,
WATER, CONSERVATION, DITCH, DRAINAGE, OR OTHER DISTRICT RELATING TO OR
BINDING UPON THE PROPERTY OR ANY PART OF IT. MORTGAGOR AUTHORIZES LENDER TO
INTERVENE IN MORTGAGOR'S NAME IN ANY OF THE ABOVE DESCRIBED ACTIONS OR
CLAIMS AND TO COLLECT AND RECEIVE ALL SUMS RESULTING FROM THE ACTION OR
CLAIM. MORTGAGOR ASSIGNS TO LENDER THE PROCEEDS OF ANY AWARD OR CLAIM FOR
DAMAGES CONNECTED WITH A CONDEMNATION OR OTHER TAKING OF ALL OR ANY PART
OF THE PROPERTY. SUCH PROCEEDS SHALL BE CONSIDERED PAYMENTS AND WILL BE
APPLIED AS PROVIDED IN THIS MORTGAGE. THIS ASSIGNMENT OF PROCEEDS IS SUBJECT
TO THE TERMS OF ANY PRIOR SECURITY AGREEMENT.

21. INSURANCE. MORTGAGOR AGREES TO MAINTAIN INSURANCE AS FOLLOWS:

A. MORTGAGOR SHALL KEEP THE IMPROVEMENTS NOW EXISTING OR HEREAFTER BUILT
ON THE PROPERTY INSURED AGAINST LOSS BY FIRE, HAZARDS INCLUDED WITHIN THE
TERM "EXTENDED COVERAGE" AND ANY OTHER HAZARDS, INCLUDING FLOODS OR
FLOODING, FOR WHICH LENDER REQUIRES INSURANCE. THIS INSURANCE SHALL BE
MAINTAINED IN THE AMOUNTS AND FOR THE PERIODS THAT LENDER REQUIRES. WHAT
LENDER REQUIRES PURSUANT TO THE PRECEDING TWO SENTENCES CAN CHANGE DURING
THE TERM OF THE SECURED DEBT. THE INSURANCE CARRIER PROVIDING THE INSURANCE
SHALL BE CHOSEN BY MORTGAGOR SUBJECT TO LENDER'S APPROVAL, WHICH SHALL NOT
BE UNREASONABLY WITHHELD. IF MORTGAGOR FAILS TO MAINTAIN THE COVERAGE
DESCRIBED ABOVE. LENDER MAY, AT LENDER'S OPTION, OBTAIN COVERAGE TO PROTECT
LENDER'S RIGHTS IN THE PROPERTY ACCORDING TO THE TERMS OF THIS MORTGAGE.

ALL INSURANCE POLICIES AND RENEWALS SHALL BE ACCEPTABLE TO LENDER AND
SHALL INCLUDE A STANDARD "MORTGAGE CLAUSE" AND, WHERE APPLICABLE, "LENDER
LOSS PAYEE CLAUSE." LENDER SHALL HAVE THE RIGHT TO HOLD THE POLICIES AND
RENEWALS. IF
LENDER REQUIRES. MORTGAGOR SHALL PROMPTLY GIVE TO LENDER AIL RECEIPTS OF
PAID PREMIUMS AND RENEWAL NOTICES. UPON LOSS, MORTGAGOR SHALL GIVE PROMPT
NOTICE TO THE INSURANCE CARRIER AND LENDER. LENDER MAY MAKE PROOF OF LOSS
IF NOT MADE PROMPTLY BY MORTGAGOR.

UNLESS LENDER AND MORTGAGOR OTHERWISE AGREE IN WRITING, INSURANCE
PROCEEDS SHALL BE APPLIED TO RESTORATION OR REPAIR OF THE PROPERTY DAMAGED
IF THE RESTORATION OR REPAIR IS ECONOMICALLY FEASIBLE AND LENDER'S SECURITY IS
NOT LESSENED. IF THE RESTORATION OR REPAIR IS NOT ECONOMICALLY FEASIBLE OR
LENDER'S SECURITY WOULD BE LESSENED, THE INSURANCE PROCEEDS SHALL BE APPLIED
TO THE SECURED DEBT, WHETHER OR NOT THEN DUE, WITH ANY EXCESS PAID TO
MORTGAGOR. IF MORTGAGOR ABANDONS THE PROPERTY, OR DOES NOT ANSWER WITHIN
30 DAYS A NOTICE FROM LENDER THAT THE INSURANCE CARRIER HAS OFFERED TO
SETTLE A CLAIM, THEN LENDER MAY COLLECT THE INSURANCE PROCEEDS. LENDER MAY
USE THE PROCEEDS TO REPAIR OR RESTORE THE PROPERTY OR TO PAY THE SECURED DEBT
WHETHER OR NOT THEN DUE. THE 30-DAY PERIOD WILL BEGIN WHEN THE NOTICE IS
GIVEN.

UNLESS LENDER AND MORTGAGOR OTHERWISE AGREE IN WRITING, ANY APPLICATION OF
PROCEEDS TO PRINCIPAL SHALL NOT EXTEND OR POSTPONE THE DUE DATE OF
SCHEDULED PAYMENTS OR CHANGE THE AMOUNT OF THE PAYMENTS. IF THE PROPERTY
IS ACQUIRED BY LENDER, MORTGAGOR'S RIGHT TO ANY INSURANCE POLICIES AND
PROCEEDS RESULTING FROM DAMAGE TO THE PROPERTY BEFORE THE ACQUISITION
SHALL PASS TO LENDER TO THE EXTENT OF THE SECURED DEBT IMMEDIATELY BEFORE
THE ACQUISITION.

B. MORTGAGOR AGREES TO MAINTAIN COMPREHENSIVE GENERAL LIABILITY INSURANCE
NAMING LENDER AS AN ADDITIONAL INSURED IN AN AMOUNT ACCEPTABLE TO LENDER,
INSURING AGAINST CLAIMS ARISING FROM ANY ACCIDENT OR OCCURRENCE IN OR ON
THE PROPERTY.

C. MORTGAGOR AGREES TO MAINTAIN RENTAL LOSS OR BUSINESS INTERRUPTION
INSURANCE, AS REQUIRED BY LENDER, IN AN AMOUNT EQUAL TO AT LEAST COVERAGE
OF ONE YEAR'S DEBT SERVICE, AND REQUIRED ESCROW ACCOUNT DEPOSITS (IF AGREED
TO SEPARATELY IN WRITING), UNDER A FORM OF POLICY ACCEPTABLE TO LENDER.

22. NO ESCROW FOR TAXES AND INSURANCE. UNLESS OTHERWISE PROVIDED IN A
SEPARATE AGREEMENT, MORTGAGOR WILL NOT BE REQUIRED TO PAY TO LENDER FUNDS
FOR TAXES AND INSURANCE IN ESCROW.

23. FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. MORTGAGOR WILL PROVIDE TO
LENDER UPON REQUEST, ANY FINANCIAL STATEMENT OR INFORMATION LENDER MAY
DEEM NECESSARY. MORTGAGOR WARRANTS THAT ALL FINANCIAL STATEMENTS AND
INFORMATION MORTGAGOR PROVIDES TO LENDER ARE OR WILL BE ACCURATE, CORRECT,
AND COMPLETE. MORTGAGOR AGREES TO SIGN, DELIVER, AND FILE AS LENDER MAY
REASONABLY REQUEST ANY ADDITIONAL DOCUMENTS OR CERTIFICATIONS THAT
LENDER MAY CONSIDER NECESSARY TO PERFECT, CONTINUE, AND PRESERVE
MORTGAGOR'S OBLIGATIONS UNDER THIS MORTGAGE AND LENDER'S LIEN STATUS ON
THE PROPERTY. IF MORTGAGOR FAIIS TO DO SO. LENDER MAY SIGN, DELIVER, AND FILE
SUCH DOCUMENTS OR CERTIFICATES IN MORTGAGOR'S NAME AND MORTGAGOR HEREBY
IRREVOCABLY APPOINTS LENDER OR LENDER'S AGENT AS ATTORNEY IN FACT TO DO THE
THINGS NECESSARY TO COMPLY WITH THIS SECTION.

24. JOINT AND INDIVIDUAL LIABILITY; CO-SIGNERS; SUCCESSORS AND ASSIGNS SOUND.
ALL DUTIES UNDER THIS MORTGAGE ARE JOINT AND INDIVIDUAL. IF MORTGAGOR SIGNS
THIS MORTGAGE BUT DOES NOT SIGN THE EVIDENCE OF DEBT, MORTGAGOR DOES SO
ONLY TO MORTGAGE MORTGAGOR'S INTEREST IN THE PROPERTY TO SECURE PAYMENT
OF THE SECURED DEBT AND MORTGAGOR DOES NOT AGREE TO BE PERSONALLY LIABLE
ON THE SECURED DEBT. MORTGAGOR AGREES THAT LENDER AND ANY PARTY TO THIS
MORTGAGE MAY EXTEND, MODIFY OR MAKE ANY CHANGE IN THE TERMS OF THIS
MORTGAGE OR THE EVIDENCE OF DEBT WITHOUT MORTGAGOR'S CONSENT. SUCH A
CHANGE WILL NOT RELEASE MORTGAGOR FROM THE TERMS OF THIS MORTGAGE. THE
DUTIES AND BENEFITS OF THIS MORTGAGE SHALL BIND AND BENEFIT THE SUCCESSORS
AND ASSIGNS OF MORTGAGOR AND LENDER. IF THIS MORTGAGE SECURES A GUARANTY
BETWEEN LENDER AND MORTGAGOR AND DOES NOT DIRECTLY SECURE THE OBLIGATION
WHICH IS GUARANTIED. MORTGAGOR AGREES TO WAIVE ANY RIGHTS THAT MAY PREVENT
LENDER FROM BRINGING ANY ACTION OR CLAIM AGAINST MORTGAGOR OR ANY PARTY
INDEBTED UNDER THE OBLIGATION INCLUDING, BUT NOT LIMITED TO, ANTI-DEFICIENCY
OR ONE-ACTION LAWS.

25. APPLICABLE LAW; SEVERABILITY; INTERPRETATION. THIS MORTGAGE IS GOVERNED BY
THE LAWS OF THE JURISDICTION IN WHICH LENDER IS LOCATED, EXCEPT TO THE EXTENT
OTHERWISE REQUIRED BY THE LAWS OF THE JURISDICTION WHERE THE PROPERTY IS
LOCATED. THIS MORTGAGE IS COMPLETE AND FULLY INTEGRATED. THIS MORTGAGE MAY
NOT BE AMENDED OR MODIFIED BY ORAL AGREEMENT. ANY SECTION OR CLAUSE IN THIS
MORTGAGE, ATTACHMENTS, OR ANY AGREEMENT RELATED TO THE SECURED DEBT THAT
CONFLICTS WITH APPLICABLE LAW WILL NOT BE EFFECTIVE, UNLESS THAT LAW
EXPRESSLY OR IMPLIEDLY PERMITS THE VARIATIONS BY WRITTEN AGREEMENT. IF ANY
SECTION OR CLAUSE OF THIS MORTGAGE CANNOT BE ENFORCED ACCORDING TO ITS
TERMS, THAT SECTION OR CLAUSE WILL BE SEVERED AND WILL NOT AFFECT THE
ENFORCEABILITY OF THE REMAINDER OF THIS MORTGAGE. WHENEVER USED, THE
SINGULAR SHALL INCLUDE THE PLURAL AND THE PLURAL THE SINGULAR. THE CAPTIONS
AND HEADINGS OF THE SECTIONS OF THIS MORTGAGE ARE FOR CONVENIENCE ONLY
AND ARE NOT TO BE USED TO INTERPRET OR DEFINE THE TERMS OF THIS MORTGAGE. TIME
IS OF THE ESSENCE IN THIS MORTGAGE.

26. NOTICE. UNLESS OTHERWISE REQUIRED BY LAW, ANY NOTICE TO MORTGAGOR SHALL
BE GIVEN BY DELIVERING IT OR BY MAILING IT BY FIRST CLASS MAIL TO MORTGAGOR'S
ADDRESS ON PAGE 1 OF THIS MORTGAGE, OR TO ANY OTHER ADDRESS THAT MORTGAGOR
HAS DESIGNATED IN WRITING. MORTGAGOR WILL GIVE ANY NOTICE TO LENDER BY
MAILING IT FIRST CLASS TO LENDER'S ADDRESS ON PAGE 1 OF THIS MORTGAGE, OR TO
ANY OTHER ADDRESS THAT LENDER HAS DESIGNATED IN WRITING. ANY NOTICE SHALL BE
DEEMED TO HAVE BEEN GIVEN TO EITHER PARTY WHEN GIVEN IN THE MANNER STATED
ABOVE.

27. WAIVERS. TO THE EXTENT APPLICABLE, MORTGAGOR WAIVES ALL RIGHTS RELATING
TO APPRAISEMENT, SALE, REDEMPTION AND HOMESTEAD UNDER THE LAWS OF THE STATE
OF ARKANSAS, ESPECIALLY UNDER 18-49-106. TO THE EXTENT APPLICABLE, MORTGAGOR
RELINQUISHES ALL RIGHTS OF CURTESY AND DOWER IN THE PROPERTY.

28. CONSTRUCTION LOAN. IF THIS SECURITY INSTRUMENT SECURED A CONSTRUCTION
LOAN, MORTGAGOR AGREES THAT LENDER IS NOT TRUSTEE FOR THE BENEFIT OF THE
CONTRACTOR, SUBCONTRACTOR OR MATERIALMEN AND THAT SUCH CONTRACTOR,
SUBCONTRACTOR OR MATERIALMEN DO NOT HAVE EQUITABLE LIENS ON THE LOAN
PROCEEDS AND THAT THEY DO NOT HAVE THIRD-PARTY BENEFICIARY STATUS TO ANY OF
THE LOAN PROCEEDS. LENDER IS OBLIGATED TO MAKE THE CONSTRUCTION ADVANCES.
THE CONSTRUCTION ADVANCES SHALL BE APPLIED BY MORTGAGOR TO THE PAYMENT OF
INTEREST, FEES, EXPENSES AND LABOR AND MATERIAL COSTS INCURRED IN THE
CONSTRUCTION OF THE IMPROVEMENTS, AND/OR REMODELING AND REPAIRS OF THE
EXISTING IMPROVEMENTS, LOCATED ON THE PROPERTY. NOTICE IS HEREBY GIVEN THAT
TO THE FULL EXTENT PERMITTED UNDER ARK. STAT. ANN. SS. 18-44-110, THE LIEN OF THIS
SECURITY INSTRUMENT WIIL HAVE PRIORITY OVER ANY STATUTORY LIENS ON ACCOUNT
OF LABOR AND MATERIALS SUPPLIED FOR CONSTRUCTION.
29. U.C.C. PROVISIONS. IF CHECKED, THE FOLLOWING ARE APPLICABLE TO, BUT DO NOT
LIMIT, THIS MORTGAGE:

CONSTRUCTION LOAN. THIS MORTGAGE SECURES AN OBLIGATION INCURRED FOR
THE CONSTRUCTION OF AN IMPROVEMENT ON THE PROPERTY.

FIXTURE FILING. MORTGAGOR GRANTS TO LENDER A SECURITY INTEREST IN ALL
GOODS THAT MORTGAGOR OWNS NOW OR IN THE FUTURE AND THAT ARE OR WILL
BECOME FIXTURES RELATED TO THE PROPERTY.

CROPS; TIMBER; MINERALS; RENTS, issues and Profits. MORTGAGOR GRANTS TO
LENDER A
SECURITY INTEREST IN ALL CROPS, TIMBER, AND MINERALS LOCATED ON THE PROPERTY
AS WELL AS ALL RENTS, ISSUES, AND PROFITS OF THEM INCLUDING, BUT NOT LIMITED TO,
ALL CONSERVATION RESERVE PROGRAM (CRP) AND PAYMENT IN KIND (PIK) PAYMENTS
AND SIMILAR GOVERNMENTAL PROGRAMS (ALL OF WHICH SHALL ALSO BE INCLUDED IN
THE TERM "PROPERTY").

PERSONAL PROPERTY. MORTGAGOR GRANTS TO LENDER A SECURITY INTEREST IN
ALL
PERSONAL PROPERTY LOCATED ON OR CONNECTED WITH THE PROPERTY. THIS SECURITY
INTEREST INCLUDES ALL FARM PRODUCTS, INVENTORY, EQUIPMENT, ACCOUNTS,
DOCUMENTS, INSTRUMENTS, CHATTEL PAPER, GENERAL INTANGIBLES, AND ALL OTHER
ITEMS OF PERSONAL PROPERTY MORTGAGOR OWNS NOW OR IN THE FUTURE AND THAT
ARE USED OR USEFUL IN THE CONSTRUCTION, OWNERSHIP, OPERATION, MANAGEMENT,
OR MAINTENANCE OF THE PROPERTY. THE TERM "PERSONAL PROPERTY" SPECIFICALLY
EXCLUDES THAT PROPERTY DESCRIBED AS "HOUSEHOLD GOODS" SECURED IN
CONNECTION WITH A "CONSUMER" LOAN AS THOSE TERMS ARE DEFINED IN APPLICABLE
FEDERAL REGULATIONS GOVERNING UNFAIR AND DECEPTIVE CREDIT PRACTICES.

30. OTHER TERMS. IF CHECKED, THE FOLLOWING ARE APPLICABLE TO THIS MORTGAGE:

Line of Credit. THE SECURED DEBT INCLUDES A REVOLVING LINE OF CREDIT
PROVISION.
ALTHOUGH THE SECURED DEBT MAY BE REDUCED TO A ZERO BALANCE, THIS
MORTGAGE WILL REMAIN IN EFFECT UNTIL RELEASED.

Agricultural PROPERTY. MORTGAGOR COVENANTS AND WARRANTS THAT THE
PROPERTY WILL
BE USED PRINCIPALLY FOR AGRICULTURAL OR FARMING PURPOSES AND THAT
MORTGAGOR IS AN INDIVIDUAL OR ENTITY ALLOWED TO OWN AGRICULTURAL LAND AS
SPECIFIED BY LAW.

SEPARATE Assignment. THE MORTGAGOR HAS EXECUTED OR WILL EXECUTE A
SEPARATE
ASSIGNMENT OF LEASES AND RENTS. IF THE SEPARATE ASSIGNMENT OF LEASES AND
RENTS IS PROPERLY EXECUTED AND RECORDED/THEN THE SEPARATE ASSIGNMENT WILL
SUPERSEDE THIS SECURITY INSTRUMENT'S "ASSIGNMENT OF LEASES AND RENTS"
SECTION.

Additional Terms.

SIGNATURES: BY SIGNING BELOW, MORTGAGOR AGREES TO THE TERMS AND
COVENANTS
CONTAINED IN THIS MORTGAGE AND IN ANY ATTACHMENTS THAT MORTGAGOR HAS
SIGNED. MORTGAGOR ALSO ACKNOWLEDGES RECEIPT OF A COPY OF THIS MORTGAGE ON
THE DATE STATED ABOVE ON PAGE 1.
G ACTUAL AUTHORITY WAS GRANTED TO THE PARTIES SIGNING BELOW BY
RESOLUTION SIGNED AND DATED ________________.

ENTITY NAME: CAPITOL DEVELOPMENT OF ARKANSAS, INC NAME:

              /s/ Michael G. Todd           04/20/2004   (DATE)
              ----------------------------------------
                  MICHAEL G TODD PRESIDENT
              (Signature




LJ REFER TO THE ADDENDUM WHICH IS ATTACHED AND INCORPORATED HEREIN
FOR ADDITIONAL MORTGAGORS, SIGNATURES AND ACKNOWLEDGMENTS.
FORM 715
(C)1993. 2001 BANKERS SYSTEMS. INC.. ST.

                       CLOUD. MN FORM AGCO-HESL-AR 1/2/2003

STATE OF ARKANSAS, COUNTY OF PULASKI } SS

ON THIS 22ND DAY OF APRIL 2004 , BEFORE ME , A NOTARY, PERSONALLY APPEARED
MICHAEL G. TODD (TITLE(S) OF PRESIDENT

(NAME OF BUISNESS OR ENTITY) CAPITOL DEVELOPMENT OF ARKANSAS, INC, AND THAT
THEY, AS SUCH OFFICERS, BEING AUTHORIZED SO TO DO, EXECUTING THE FORGOING
INSTRUMENT FOR THE PURPOSES THEREIN CONTAINED, BY SIGNING THE NAME OF THE
BUISNESS OR ENTITY AS SUCH OFFICERS.

                        MY COMMISSION EXPIRES : 3-20-2013
2004033146 Exhibit "A"

Tract One:
Tract D-R, being a Re-Plat of Tract D Maumelle Town Center Addition to the City of Maumelle, Arkansas,
which includes Shared Access Easement 'B', and being shown on plat recorded as Plat No. G-607, records of
Pulaski County, Arkansas, lying in the Southwest 1/4 of Section 33, Township 3 North, Range 13 West more
particularly described as follows:

Commencing at the Northwest corner of the Southwest Quarter of Section 33, Township 3 North, Range 13
West (Arkansas State Plane Coordinates of North 188,568.425 East 1,877,503.537); thence North 00 degrees
00 minutes 00 seconds East 211.92 feet; thence North 90 degrees 00 minutes 00 seconds East 597.77 feet to
the point of beginning which is also on the East right of way of Club Manor Drive; thence along a 81.1453 degree
curve to the right 56.65 feet to a point having a chord bearing and distance of North 85 degrees 21 minutes 01
seconds East 52.03 feet to a point on the South right of way of Audubon Drive; thence along a 4.5752 degree
curve to the left 509.35 feet to a point having a chord bearing and distance of South 56 degrees 04 minutes 53
seconds East 505.85 feet; thence South 67 degrees 44 minutes 00 seconds East 11.00 feet; thence leaving said
right of way South 22 degrees 16 minutes 00 seconds West 297.00 feet; thence South 67 degrees 44 minutes 00
seconds East 220.00 feet to a point which is also on the West right of way of Maumelle Boulevard; thence
continuing along said right of way line South 22 degrees 16 minutes 00 seconds West 193.02 feet; thence South
22 degrees 16 minutes 07 seconds West 685.52 feet; thence leaving said right of way North 67 degrees 43
minutes 53 seconds West 503.11 feet; thence South 22 degrees 26 minutes 51 seconds West 339.61 feet;
thence along a 24.9113 degree curve to the left 83.37 feet to a point having a chord bearing and distance of
South 12 degrees 03 minutes 47 seconds West 82.92 feet; thence South 01 degree 40 minutes 43 seconds West
33.04 feet; thence South 45 degrees 49 minutes 57 seconds West 34.83 feet to a point which is also on the
North right of way of Odom Boulevard; thence continuing along said right of way South 89 degrees 59 minutes
11 seconds West 102.44 feet; thence North 89 degrees 02 minutes 25 seconds West 60.77 feet; thence North
89 degrees 59 minutes 27 seconds West 261.99 feet; thence leaving said North right of way line along a
81.1453 degree curve to the right 62.83 feet to a point having a chord bearing and distance of North 44 degrees
59 minutes 26 seconds West 56.57 feet to a point which is also on the East right of way of Club Manor Drive;
thence continuing along said right of way North 00 degrees 00 minutes 34 seconds East 299.72 feet; thence
along a 4.7837 degree curve to the right 919.67 feet to a point having a chord bearing and distance of North 22
degrees 00 minutes 23 seconds East 897.24 feet; thence North 44 degrees 00 minutes 13 seconds East 754.39
feet to the point of beginning.

Tract Two:
Tract Dl, being a Re-Plat of Tract D Maumelle Town Center Addition to the City of Maumelle, Arkansas, which
includes Shared Access Easement 'A', and being shown on plat recorded as Plat NOL G-607, records of
Pulaski County, Arkansas, lying in the Southwest 1/4 of Section 33, Township 3 North, Range 13 West more
particularly described as follows:

Commencing at the Northwest corner of the Southwest Quarter of Section 33, Township 3 North, Range 13
West (Arkansas State Plane coordinates of North 188,568.425 East 1,877,503.537); thence South 00 degrees
00 minutes 00 seconds West 1050.91 feet; thence South 90 degrees 00 minutes 00 seconds East 372.08 feet to
the point of beginning; thence South 67 degrees 43 minutes 53 seconds East 503.11 feet to a point which is also
on the West right of way of Maumelle Boulevard; thence South 22 . degrees 15 minutes 07 seconds West
347.67 feet; thence leaving said right of way along a 90.5503 degree curve to the right 79.02 feet to point having
a chord bearing and distance of South 66 degrees 59 minutes 21 seconds West 71.05 feet to a point which is
also on the North right of way of Odom Boulevard; thence continuing along said right of way North 68 degrees
17 minutes 25 seconds West 20.70 feet; thence along a 5.0682 degree curve to the left 324.55 feet to a point
having a chord bearing and distance of North 76 degrees 30 minutes 41 seconds West 323.43 feet; thence along
a 5.0662 degree curve to the left 104.25 feet to a point having a chord bearing and distance of North 87 degrees
22 minutes 23 seconds West 104.21 feet; thence South 89 degrees 59 minutes 11 seconds West 3.50 feet;
thence leaving said right of way North 45 degrees 49 minutes 57 seconds East 34.83 feet; thence North 01
degrees 40 minutes 43 seconds East 33.04 feet; thence along a 24.9115 degree curve to the right 83.37 feet to a
point having a chord bearing and distance of North 12 degrees 03 minutes 47 seconds East 82.92 feet; thence
North 22 degrees 26 minutes 51 seconds East 339.61 feet to the point of beginning.

                                                 April 21, 2004
2004-4033
   I si
CAPITOL DEVELOPMENT OF ARKANSAS,
INC. 410 WEST 3RD STREET SUITE 200
LITTLE ROCK AR 72201

BORROWER'S NAME AND ADDRESS 1" includes each
borrower above, jointly and severly.

BANK OF THE OZARKS P O BOX 8811
LITTLE ROCK AR 72231-8811
LENDER'S NAME AND ADDRESS "You" means
the lender its successors and assigns.

                                                                                                   -------------------------
                                                                                                    Date      APRIL 20,    2

                                                                                                    ------------------------
                                                                                                    Maturity Date APR 15, 2
                                                                                                    ------------------------
                                                                                                    Loan Amount $   2,050,00
                                                                                                   -------------------------
                                                                                                    Renewal Of

or value received, 1 promise to pay to you, or your order, at your address of
listed above the PRINCIPAL sum TWO MILLION FIFTY THOUSAND AND 00/100 Dollars $
                                                                                                    ------------------------
                                                                                                                    2,050,00




X Single Advance: 1 will receive all of this principal sum on 04/20/04. No additional advances are contemplated
under this note.

Multiple Advance: The principal sum shown above is the maximum amount of principal I can borrow under this
note. On __________ I will receive the amount of $________N/A________and future principal advances are
contemplated, ____ Conditions: The conditions for future advances are



Open End Credit: You and I agree that I may borrow up to the maximum amount of principal more than one
time. This feature is subject to all other conditions and.expires on ___________N/A__________________ .



Closed End Credit: You and I agree that I may borrow up to the maximum only one time (and subject to all other
conditions). INTEREST: I agree to pay interest on the outstanding principal balance from
04/20/2004______________ at the rate of 5.000 % per year until APRIL15 , 2006 . U Variable Rate: This rate
may then change as stated below. Index Rate: The future rate will be N/A ____ the following index rate: N/A

No Index: The- future rate will not be subject to any internal or external index. It will be entirely in your control.
Frequency and Timing: The rate on this note may change as often as N/A_______ A change in the interest rate
will take effect

Limitations: During the term of this loan, the applicable annual interest rate will not be more than N/A %. The rate
may not change more than ___________% each N/A

Effect of Variabla Rate: A change in the interest rate will have the following effect on the payments:

The amount of each scheduled payment will change. The amount of the final payment will change.



ACCRUAL METHOD: Interest will be calculated on a 360/ACTUAL basis.

POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after maturity, and
until paid in full, as stated below: on the same fixed or variable rate basis in effect before maturity (as indicated
above). at a rate equal to _________.
LATE CHARGE: If a payment is made more than 10 days after it is due, I agree to pay a late charge of

                                5.000 % OF THE UNPAID PORTION DUB.

ADDITIONAL CHARGES: In addition to interest, ! agree to pay the following charges which are XX are not
included in the principal amount above: ***SEE SETTLEMENT**"______________ . PAYMENTS: I agree
to pay this nota as follows: XX Interest: I agree to pay accrued interest MONTHLY BEGINNING 05/15/2004

XX (Principal: I agree to pay the principal OH 04/15/2006

Installments: I agree to pay this note in _ and will be due ______________ _ payments. The first payment will be
in the amount of $ _________ ____________.
A payment of $______________ will be due



unpaid balance of principal and interest will be due _____
ADDITIONAL TERMS:

                          ASSIGNMENT OF INTEREST RESERVE ACCOUNT
                                  ALSO SECURES THIS DEBT.

SECURITY:

C/LOTS - TRACT D-R AND TRACT D-l, REPLAT OF TRACT D, MAUMELLE, TOWN CENTER
ADDN,
HAUMELLE, PULASKI CO, ARKANSAS

XX I am giving you a security Interest In property to secure this loan. 1 understand that I must keep this property
Insured against loss, expanse or damage due to fire, theft, collision or other such risks In the amounts you require.
If I fall to do so, you are authorized to purchase Insurance to protect your Interest In the property, and may add
the cost to the amount I owe you.



XX SECURITY: This note is separately secured by (describe separate document by type and date}:

REAL ESTATE MORTGAGE DATED 4/20/04 PURPOSE: The purpose of this loan is
R DARREL RUSSELL PRESIDENT, CENTRAL DIVISION REFINAliCE EXISTING DEBTS

              SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING
                    THOSE ON PAGE 21. I have received a copy on today's date,

                            CAPITOL DEVELOPMENT OF ARKANSAS, INC.

           Signature for Lender                     /s/ Michael G Todd
                                                    --------------------------------------
                                                       MICHAEL G TODD PRESIDENT
          --------------------------------------------------------------------------------
DEFINITIONS: As used on page 1, "X" means the terms that apply to this loan. "I," "me" or "my" means each
Borrower who signs this note and each other person or legal entity (including guarantors, endorsers, and sureties)
who agrees to pay this note (together referred to as "us"). You" or "your" means the Lender and its successors
and assigns. APPLICABLE LAW: This note and any agreement securing this note will be governed by the laws
of the State of Arkansas and federal Jaw, including, but not limited to, the maximum interest rate or amount of
interest, discount points, finance charges, or other similar charges allowed by the provisions of Section 731 of the
Gramm-Leach-Bliley Financial Modernization Act of 1999, which amended section 44 of the Federal Deposit
Insurance Act, being codified at 12 U.S.C. 1831u.
Any term of this note which is contrary to applicable law will not be effective, unless the law permits you and me
to agree to such a variation, If any provision of this agreement cannot be enforced according to its terms, this fact
will not affect the enforceability of the remainder of this agreement. No modification of this agreement may be
made without your express written consent. Time is of the essence in this agreement. COMMISSIONS OR
OTHER REMUNERATION; I understand and agree that any insurance premiums paid to insurance companies
gs part of this note will involve money retained by you or paid back to you as commissions or other remuneration.

In addition, I understand and agree that some other payments to third parties as part of this note may also involve
money retained by you or paid back to you as commissions or other remuneration. PAYMENTS: Each payment
I make on this note will first reduce the amount I owe you for charges which are neither interest nor principal. The
remainder of each payment will then reduce accrued unpaid interest, and then unpaid principal. If you and I agree
to a different application of payments, we will describe our agreement on this note. I may prepay a part of, or the
entire balance of this loan without penalty, unless we specify to the contrary on this note. Any partial prepayment
will not excuse or reduce any later scheduled payment until this note is paid in full (unless, when I make the
prepayment, you and i agree in writing to the contrary).
INTEREST: Interest accrues on the principal remaining unpaid from time to time, until paid in full. If I receive the
principal in more than one advance, each advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire principal advanced at that time.
Notwithstanding anything to the contrary, I do not agr.ee to pay and you do not intend to charge any rate of
interest that is 'higher than the maximum rate of interest you could charge under applicable law for the extension
of credit that is agreed to here (either before or after maturity). If any notice of interest accrual is sent and is in
error, we mutually agree to correct it, and if you actually collect more interest than allowed by law and this
agreement, you agree to refund it to me. INDEX RATE:
The index will serve only as a device for setting the rate on this note. You do not guarantee by selecting this
index, or the margin, that the rate on this note will be the same rate you charge on any other loans or class of
loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be calculated using the interest rate
and accrual method stated on page 1 of this note. For the purpose of interest calculation, the accrual method will
determine the number of days in a "year." If no accrual method is stated, then you may use any reasonable
accrual method for calculating interest. POST MATURITY RATE: For purposes of deciding when the "Post
Maturity Rate" (shown on page 1) applies, the term "maturity" means the date of the last scheduled payment
indicated on page 1 of this note or the date you accelerate payment on the note, whichever Is earlier. SINGLE
ADVANCE LOANS: If this is a single advance loan, you and I expect that you will make only one advance of
principal. However, you may add other amounts to the principal if you make any payments described in the
"PAYMENTS BY LENDER" paragraph below. MULTIPLE ADVANCE LOANS: If this is a multiple advance
loan, you and I expect that you will make more than one advance of principal, If this is closed end credit,
repaying a part of the principal will not entitle me to additional credit.
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am obligated to pay (such as
property insurance premiums), then you may treat those payments made by you as advances and add them to the
unpaid principal under this note, or you may demand immediate payment of the charges, SET-OFF: I agree that
you may set off any amount due and payable under this note against any right I have to receive money from you.
"Right to receive money from you" means:
11) any deposit account balance i have with you;
(2) any money owed to me on an item presented to you or in your possession for collection or exchange; and (3)
any repurchase agreement or other nondeposit obligation. "Any amount due and payable under this note" means
the total amount of which you are entitled to demand payment under the terms of this note at the time you set off.
This total includes any balance the due date for which you properly accelerate under this note. If my right to
receive money from you is also owned by someone who has not agreed to pay this note, your right of set-off will
apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other obligation where my rights are only as a
representative. It also does not apply to any Individual Retirement Account or other tax-deferred retirement
account.

You will not be liable for the dishonor of any check when the dishonor occurs because you set off this debt
against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise
of your right of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If this noto is secured by real estate or a residence that is
personal property, the existence of a default and your remedies for such a default will be determined by
applicable law, by the terms of any separate instrument creating the security interest and, to th<- oxtent not
prohibited by law and not contrary to the terms of the separate security instrument, by the "Default" and
"Remedies" paragraphs herein.
DEFAULT: I will be in default if any one or more of the following occur: (1) I fail to make a payment on time or
in the amount due; (2) I fail to keep the property insured, if required; (3) I fail to pay, or keep any promise, on
any debtor agreement I have with you; (4} any other creditor of mine attempts to collect any debfl owe him
through court proceedings; (5) I die, am declared incompetent, make an assignment for the benefit of creditors,
or become insolvent (either because my liabilities exceed my assets or I am unable to pay my debts as they
become due); (6} I make any written statement or provide any financial information that is untrue or inaccurate at
the time it was provided; (7} I door fail to do something which causes you to believe that you will have difficulty
collecting the amount I owe you; (8} any collateral securing this note is used in a manner or for a purpose which
threatens confiscation by a legal authority; (9) I change rny name or assume an additional name without first
notifying you before making such a change; (10) I fail to plant, cultivate and harvest crops in due season if I am a
producer of crops; (1 1) any loan proceeds are used for a purpose that will contribute to excessive erosion of
highly erodible land or to the conversion of wetlands to produce an agricultural commodity, as further explained in
7 C.F.R. Part 1940, Subpart G, Exhibit M. REMEDIES: If I am in default on this note you have, but are not
limited to, the following remedies:
(1) You may demand immediate payment of all I owe you under this note (principal, accrued unpaid interest and
other accrued charges),
(2) You may set off this debt against any right I have to the payment of money from you, subject to the terms of
the "Set-Off" paragraph herein.
(3) You may demand security, additional security, or additional parties to be obligated to pay this note as a
condition for not using any other remedy.
(4) You may refuse to make advances to me or allow purchases on credit by me,
(5) You may use any remedy you have under state or federal law. By selecting any one or more of these
remedies you do not give up your right to later use any other remedy. By waiving your right to declare an event to
be a default, you do not waive your right to later consider the event as a default if it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection, replevin or any
other or similar type of cost if I am in default. In addition, if you hire an attorney to collect this note, I also agree
to pay any fee you incur with such attorney plus court costs (except where prohibited by law). To the extent
permitted by the United States Bankruptcy Code, I also agree to pay the reasonable attorney's fees and costs
you incur to collect this debt as awarded by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER: I give up my rights to require you to do certain things. I will not require you to: (1) demand payment of
amounts due (presentment); (2) obtain official certification of nonpayment (protest); or (3) give notice that
amounts due have not been paid {notice of dishonor). I waive any defenses I have based on suretyship or
impairment of collateral.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone else has also agreed
to pay it (by, for example, signing this form or a separate guarantee or endorsement). You may sue me alone, or
anyone else who is obligated on this note, or any number of us together, to collect this note. You may do so
without any notice that it has not been paid (notice of dishonor). You may without notice release any party to this
agreement without releasing any other party. If you give up any of your rights, with or without notice, it will not
affect my duty to pay this note. Any extension of new credit to any of us, or renewal of this note by all or less
than all of us will not release me from rny duty to pay it. (Of course, you are entitled to only one payment in full.) I
agree that you may at your option extend this note or the debt represented by this note, or any portion of the note
or debt, from time to time without limit or notice and for any term without affecting my liability for payment of the
note. I will not assign my obligation under this agreement without your prior written approval. FINANCIAL
INFORMATION: I agree to provide you, upon request, any financial statement or information you may deem
necessary, f warrant that the financial statements and information I provide to you are or will be accurate, correct
and complete. NOTICE: Unless otherwise required by law, any notice to me shall be given by delivering it or by
mailing it by first class mail addressed to me at my last known address. My current address is on page 1. I agree
to inform you in writing of any change in my address. I will give any notice to you by mailing it first class to your
address stated on page 1 of this agreement, or to any other address that you have designated.
------------------------------------------------------------------------------------------------------
DATE OF       PRINCIPAL   BORROWER'S    PRINCIPAL    PRINCIPAL    INTEREST   INTEREST   INTEREST PAID
TRANSACTION   ADVANCE     INITIALS      PAYMENTS     BALANCE      RATE       PAYMENTS   THROUGH:
                          (not
                           required)
------------------------------------------------------------------------------------------------------
             $           $              $           $             %          $

------------------------------------------------------------------------------------------------------
             $           $              $           $             %          $

------------------------------------------------------------------------------------------------------
             $           $              $           $             %          $

------------------------------------------------------------------------------------------------------
             $           $              $           $             %          $

------------------------------------------------------------------------------------------------------
             $           $              $           $             %          $

------------------------------------------------------------------------------------------------------
             $           *              $           $             %          $

------------------------------------------------------------------------------------------------------
             $           $              5           $             %          $

------------------------------------------------------------------------------------------------------
             $           $              $           $             %          $

------------------------------------------------------------------------------------------------------
             $           $              s           $             %          $

------------------------------------------------------------------------------------------------------
             $           $              $           $             %          $


------------------------------------------------------------------------------------------------------
             $           $              $           $             %          $
------------------------------------------------------------------------------------------------------


                                                                                     (page 2 of 2)

                                                                                 initials illegible
                                                                                 ------------------




                 1984,1991 Bankers Syslams, Inc., St. Cloud, MN Form UN-AR 3
2004033147 04/23/2004 01:35;23 PM Filed & Recorded in Official Records of
CAROLYN STflLEY PULfiSKI

                                         COUNTY CIRCUIT/COUNTY
                                            CLERK Fees $17.88

                                     Real Estate Subordination Agreement
                                     (Boca First Capital, LLLP to Third Party)

                                                [Graphic Omitted]
                                              Seal of the Circuit Court
                                             Pulaski County, Arkansas

This instrument was prepared by and after recording return to:

Brandon Brown P.L.
9045 FontanaBlvd., Suite Bl
Boca Raton, FL 33434

This Real Estate Subordination Agreement ("Agreement") is executed as of April 22, 2004, by Boca First
Capital, LLLP, ("Boca First Capital"), having an address of 7100 W. Camino Real Blvd., Suite 402, Boca
Raton, Florida 33433 ("Subordinator"), in favor of Bank of the Ozarks, having an address for notice purposes of
P. O. Box 8811, Little Rock, AR 72231-8811 ("Junior Lienholder").

Whereas, Boca First Capital is the owner and holder of, or creditor under, the indebtedness described in and
secured by a security instrument (deed of trust, deed to secure debt or mortgage) dated Janurary 29, 2003,
executed by Capitol Development of Arkansas, Inc. and which was filed for record on January 30, 2003 and
recorded as Instrument No. 2003009943 in the land records of Pulaski County, Arkansas, as same may have
been or is to be modified prior hereto or contemporaneously herewith (the "Senior Lien"), encumbering the land
described therein, including the land described on Exhibit "A", affixed hereto and by this referenced made a part
hereof (said land and such improvements, appurtenances and other rights and interests regarding said land, if any,
as are described on Exhibit "A" being called herein collectively, the "Property"); and

Whereas, Junior Lienholder has been requested to make a loan, line of credit or other financial accommodation
to Capitol Development of Arkansas, Inc. (jointly and severally, "Borrower"), to be secured by, without
limitation, either a deed of trust, deed to secure debt or mortgage (the "Junior Lien"), covering, without limitation,
the Property and securing the indebtedness described therein including the payment of a promissory note, line of
credit agreement or other borrowing agreement made by Borrower and/ or others payable to the order of Bank
of the Ozarks in the maximum principal face amount of Two Million Fifty Thousand Dollars ($2,050,000.00) (the
"Principal Amount"), including provisions for acceleration and payment of interest and collection costs (the
"Obligation"); and
Whereas, Junior Lienholder requires, as a condition to the making of the Obligation, that the Junior Lien be
superior to the Senior Lien;

Now, Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and with the understanding by Boca First Capital that Junior Lienholder will rely hereon in making
the Obligation, Boca First Capital agrees and covenants that the Senior Lien and the rights of Boca First Capital
thereunder and all other rights of Boca First Capital now or hereafter existing in or with respect to the Property
are hereby subordinated, and are and shall remain completely and unconditionally subordinate to the Junior Lien
and the rights of the Junior Lienholder thereunder regardless of the frequency or manner of renewal, extension,
consolidation or modification of the Junior Lien and/ or the Obligation.

This Subordination Agreement is limited to an amount of Two Million Fifty Thousand Dollars ($2,050,000.00),
which is the original amount of the Junior Lienholder's principal balance; plus interest and any additional amounts
advanced pursuant to the provision of said security instrument for payment of insurance premiums, taxes, cost of
collection or protection of the value of the Property or Junior Lienholder's rights in the Property. This Agreement
shall inure to the benefit of Junior Lienholder and be.binding upon Boca First Capital, its successors and assigns
and shall be binding upon any purchaser or purchasers (at foreclosure or otherwise) of the Property or any part
thereof, and their respective heirs, personal representatives, successors and assigns.
Boca First Capitol, LLLC Addison Capital Group, LLC General Partner

             /s/
                -----------------------------
             Witness Name: G. Robert Hardin


                                                                      By: Michael G. Todd
             --------------------                                     Title: Manager
             Witness name:
2004033147

                                   EXHIBIT "A"

TRACT One:
TRACT D-R, BEING A RE-PLAT OF TRACT D MAUMELLE TOWN CENTER ADDITION TO THE
CITY OF MAUMELLE, ARKANSAS, WHICH INCLUDES SHARED ACCESS EASEMENT 'B', AND
BEING SHOWN ON PLAT RECORDED AS PLAT NO. G-607, RECORDS OF PULASKI COUNTY,
ARKANSAS, LYING IN THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 3 NORTH, RANGE 13
WEST MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST COMER OF THE SOUTHWEST QUARTER OF SECTION 33,
TOWNSHIP 3 NORTH, RANGE 13 WEST (ARKANSAS STATE PLANE COORDINATES OF NORTH
188,568.425 EAST 1,877,503.537); THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST
211.92 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST 597.77 FEET TO
THE POINT OF BEGINNING WHICH IS ALSO ON THE EAST RIGHT OF WAY OF CLUB MANOR
DRIVE; THENCE ALONG A 81.1453 DEGREE CURVE TO THE RIGHT 56.65 FEET TO A POINT
HAVING A CHORD BEARING AND DISTANCE OF NORTH 85 DEGREES 21 MINUTES 01
SECONDS EAST 52.03 FEET TO A POINT ON THE SOUTH RIGHT OF WAY OF AUDUBON DRIVE;
THENCE ALONG A 4.5752 DEGREE CURVE TO THE LEFT 509.35 FEET TO A POINT HAVING A
CHORD BEARING AND DISTANCE OF SOUTH 56 DEGREES 04 MINUTES 53 SECONDS EAST
505.85 FEET; THENCE SOUTH 67 DEGREES 44 MINUTES 00 SECONDS EAST 11.00 FEET;
THENCE LEAVING SAID RIGHT OF WAY SOUTH 22 DEGREES 16 MINUTES 00 SECONDS WEST
297.00 FEET; THENCE SOUTH 67 DEGREES 44 MINUTES 00 SECONDS EAST 220.00 FEET TO A
POINT WHICH IS ALSO ON THE WEST RIGHT OF WAY OF MAUMELLE BOULEVARD; THENCE
CONTINUING ALONG SAID RIGHT OF WAY LINE SOUTH 22 DEGREES 16 MINUTES 00
SECONDS WEST 193.02 FEET; THENCE SOUTH 22 DEGREES 16 MINUTES 07 SECONDS WEST
685.52 FEET; THENCE LEAVING SAIDRIGHT OF WAY NORTH 67 DEGREES 43 MINUTES 53
SECONDS WEST 503.11 FEET; THENCE SOUTH 22 DEGREES 26 MINUTES 51 SECONDS WEST
339.61 FEET; THENCE ALONG A 24.9113 DEGREE CURVE TO THE LEFT 83.37 FEET TO A POINT
HAVING A CHORD BEARING AND DISTANCE OF SOUTH 12 DEGREES 03 MINUTES 47
SECONDS WEST 82.92 FEET; THENCE SOUTH 01 DEGREE 40 MINUTES 43 SECONDS WEST
33.04 FEET; THENCE SOUTH 45 DEGREES 49 MINUTES 57 SECONDS WEST 34.83 FEET TO A
POINT WHICH IS ALSO ON THE NORTH RIGHT OF WAY OF ODOM BOULEVARD; THENCE
CONTINUING ALONG SAID RIGHT OF WAY SOUTH 89 DEGREES 59 MINUTES 11 SECONDS
WEST 102.44 FEET; THENCE NORTH 89 DEGREES 02 MINUTES 25 SECONDS WEST 60.77 FEET;
THENCE NORTH 89 DEGREES 59 MINUTES 27 SECONDS WEST 261.99 FEET; THENCE LEAVING
SAID NORTH RIGHT OF WAY LINE ALONG A 81.1453 DEGREE CURVE TO THE RIGHT 62.83
FEET TO A POINT HAVING A CHORD BEARING AND DISTANCE OF NORTH 44 DEGREES 59
MINUTES 26 SECONDS WEST 56.57 FEET TO A POINT WHICH IS ALSO ON THE EAST RIGHT
OF WAY OF CLUB MANOR DRIVE; THENCE CONTINUING ALONG SAID RIGHT OF WAY
NORTH 00 DEGREES 00 MINUTES 34 SECONDS EAST 299.72 FEET; THENCE ALONG A 4.7.837
DEGREE CURVE TO THE RIGHT
919.67 FEET TO A POINT HAVING A CHORD BEARING AND DISTANCE OF NORTH 22 DEGREES
00 MINUTES 23 SECONDS EAST 897.24 FEET; THENCE NORTH 44 DEGREES 00 MINUTES 13
SECONDS EAST 754.39 FEET TO THE POINT OF BEGINNING.

                                   TRACT Two:

TRACT DL, BEING A RE-PLAT OF TRACT D MAUMELLE TOWN CENTER ADDITION TO THE
CITY OF MAUMELLE, ARKANSAS, WHICH INCLUDES SHARED ACCESS EASEMENT 'A', AND
BEING SHOWN ON PLAT RECORDED AS PLAT NO. G-607, RECORDS OF PULASKI COUNTY,
ARKANSAS, LYING IN THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 3 NORTH, RANGE 13
WEST MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SECTION
33, TOWNSHIP 3 NORTH, RANGE 13 WEST (ARKANSAS STATE PLANE COORDINATES OF
NORTH 188,568.425 EAST 1,877,503.537); THENCE SOUTH 00 DEGREES 00 MINUTES 00
SECONDS WEST 1050.91 FEET; THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS EAST
372.08 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 67 DEGREES 43 MINUTES 53
SECONDS EAST 503.11 FEET TO A POINT WHICH IS ALSO ON THE WEST RIGHT OF WAY OF
MAUMELLE BOULEVARD; THENCE SOUTH 22 DEGREES 15 MINUTES 07 SECONDS WEST
347.67 FEET; THENCE LEAVING SAID RIGHT OF WAY ALONG A 90.5503 DEGREE CURVE TO
THE RIGHT
79.02 FEET TO POINT HAVING A CHORD BEARING AND DISTANCE OF SOUTH 66 DEGREES 59
MINUTES 21 SECONDS WEST 71.05 FEET TO A POINT WHICH IS ALSO ON THE NORTH RIGHT
OF WAY OF ODOM BOULEVARD; THENCE CONTINUING ALONG SAID RIGHT OF WAY
NORTH 68 DEGREES 17 MINUTES 25 SECONDS WEST 20.70 FEET; THENCE ALONG A 5.0682
DEGREE CURVE TO THE LEFT 324.55 FEET TO A POINT HAVING A CHORD BEARING AND
DISTANCE OF NORTH 76 DEGREES 30 MINUTES 41 SECONDS WEST 323.43 FEET; THENCE
ALONG A 5.0662 DEGREE CURVE TO THE LEFT 104.25 FEET TO A POINT HAVING A CHORD
BEARING AND DISTANCE OF NORTH 87 DEGREES 22 MINUTES 23 SECONDS WEST 104.21
FEET; THENCE SOUTH 89 DEGREES 59 MINUTES 11 SECONDS WEST 3.50 FEET; THENCE
LEAVING SAID RIGHT OF WAY NORTH 45 DEGREES 49 MINUTES 57 SECONDS EAST 34.83
FEET; THENCE NORTH 01 DEGREES 40 MINUTES 43 SECONDS EAST 33.04 FEET; THENCE
ALONG A 24.9115 DEGREE CURVE TO THE RIGHT 83.37 FEET TO A POINT HAVING A CHORD
BEARING AND DISTANCE OF NORTH 12 DEGREES 03 MINUTES 47 SECONDS EAST 82.92 FEET;
THENCE NORTH 22 DEGREES 26 MINUTES 51 SECONDS EAST 339.61 FEET TO THE POINT OF
BEGINNING.
Boca First Capital, LLLP Acknowledgment:

State of Arkansas

County of Pulaski City of

On this the 22 day of April, 2004, before me Sharon undersigned personally appeared Michael G. Todd who
acknowledged him/ herself to be the manager of Addison Capital Group, LLC, the general partner of Boca First
Capital, LLLC, a limited limited liability company, and that (s) he, as such Manager_______, being authorized so
to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the
corporation by him/ herself as Manager____. In witness whereof I hereunto set my hand and official seal.

Initialed illegible

OFFICIAL SEAL Signature of Person Taking Acknowledgement Commission SHARON A. MILLER
Expiration Date: 3-20-2013 Notary Public - Arkansas
Pulaski County
Exhibit 10.15

                                                   GUARANTY

                                              LITTLE ROCK, AR
                                                   (City)

APRIL 20, 2004 For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to induce BANK OF THE OZARKS (CHENAL) (herein, with its participants, successors
and assigns, called "Lender"), at its option, at any time or from time to time to make loans or extend other
accommodations to or for the account of CAPITOL DEVELOPMENT OF ARKANSAS, INC. (herein called
"Borrower") or to engage in any other transactions with Borrower, the Undersigned hereby absolutely and
unconditionally guarantees to Lender the full and prompt payment when due, whether at maturity or earlier by
reason of acceleration or otherwise, of the debts, liabilities and obligations described as follows:

A. If this [ ] is checked, the Undersigned guarantees to Lender the payment and performance of the debt, liability
or obligation of Borrower to Lender evidenced by or arising out of the following:
$2,050,000.00 CAPITOL DEVELOPMENT OF ARKANSAS. INC.and any extensions, renewals or
replacements thereof (hereinafter referred to as the "Indebtedness").
B. If this [ ] is checked, the Undersigned guarantees to Lender the payment and performance of each and every
debt, liability and obligation of every type and description which Borrower may now or at any time hereafter owe
to Lender (whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it
is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or
unliquidated, or joint, several, or joint and several; all such debts, liabilities and obligations being hereinafter
collectively referred to as the "Indebtedness"). Without limitation, this guaranty includes the following described
debt(s):

The Undersigned further acknowledges and agrees with Lender that:

1. No act or thing need occur to establish the liability of the Undersigned hereunder, and no act or thing, except
full payment and discharge of all indebtedness, shall in any way exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.

2. This is an absolute, unconditional and continuing guaranty of payment of the Indebtedness and shall continue to
be in force and be binding upon the Undersigned, whether or not all Indebtedness is paid in full, until this guaranty
is revoked by written notice actually received by the Lender, and such revocation shall not be effective as to
Indebtedness existing or committed for at the time of actual receipt of such notice by the Lender, or as to any
renewals, extensions and refinancings thereof. If there be more than one Undersigned, such revocation shall be
effective only as to the one so revoking. The death or incompetence of the Undersigned shall not revoke this
guaranty, except upon actual receipt of written notice thereof by Lender and then only as to the decedent or the
incompetent and only prospectively, as to future transactions, as herein set forth.

3. If the Undersigned shall be dissolved, shall die, or shall be or become insolvent (however defined) or revoke
this guaranty, then the Lender shall have the right to declare immediately due and payable, and the Undersigned
will forthwith pay to the Lender, the full amount of all Indebtedness, whether due and payable or unmatured. If
the Undersigned voluntarily commences or there is commenced involuntarily against the Undersigned a case
under the United States Bankruptcy Code, the full amount of ail Indebtedness, whether due and payable or
unmatured, shall be immediately due and payable without demand or notice thereof.

4. The liability of the Undersigned hereunder shall be limited to a principal amount of $600,000.00 (if unlimited or
if no amount is stated, the Undersigned shall be liable for all Indebtedness, without any limitation as to amount),
plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto.
Indebtedness may be created and continued in any amount, whether or not in excess of such principal amount,
without affecting or impairing the liability of the Undersigned hereunder. The Lender may apply any sums received
by or available to Lender on account of the Indebtedness from. Borrower or any other person (except the
Undersigned), from their properties, out of any collateral security or from any other source to payment of the
excess. Such application of receipts shall not reduce, affect or impair the liability of the Undersigned hereunder. If
the liability of the Undersigned is limited to a stated amount pursuant to this paragraph 4, any payment made by
the Undersigned under this guaranty shall be effective to reduce or discharge such liability only if accompanied by
a written transmittal document, received by the Lender, advising the Lender that such payment is made under this
guaranty for such purpose.
5. The Undersigned will pay or reimburse Lender for all costs and expenses (including reasonable attorneys' fees
and legal expenses) incurred by Lender in connection with the protection, defense or enforcement of this guaranty
in any litigation or bankruptcy or insolvency proceedings. This guaranty includes the additional provisions on page
2, all of which are made a part hereof.

This guaranty is & unsecured; D secured by a mortgage or security agreement dated _____ ; D secured by
___________________._____________________.

IN WITNESS WHEREOF, this guaranty has been duly executed by the Undersigned the day and year first
above written.

                 G WARREN STEPHENSON                  /s/                     JL
               ----------------------------------------------------------------------




P O BOX 17210
LITTLE ROCK AR
                                                   GUARANTY

                                              LITTLE ROCK, AR
                                                   (City)

APRIL 20, 2004 For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to induce BANK OF THE OZARKS (CHENAL) (herein, with its participants, successors
and assigns, called "Lender"), at its option, at any time or from time to time to make loans or extend other
accommodations to or for the account of CAPITOL DEVELOPMENT OF ARKANSAS, INC. (herein called
"Borrower") or to engage in any other transactions with Borrower, the Undersigned hereby absolutely and
unconditionally guarantees to Lender the full and prompt payment when due, whether at maturity or earlier by
reason of acceleration or otherwise, of the debts, liabilities and obligations described as follows:

A. If this [ ] is checked, the Undersigned guarantees to Lender the payment and performance of the debt, liability
or obligation of Borrower to Lender evidenced by or arising out of the following:
$2,050,000.00 CAPITOL DEVELOPMENT OF ARKANSAS. INC.and any extensions, renewals or
replacements thereof (hereinafter referred to as the "Indebtedness").
B. If this [ ] is checked, the Undersigned guarantees to Lender the payment and performance of each and every
debt, liability and obligation of every type and description which Borrower may now or at any time hereafter owe
to Lender (whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it
is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or
unliquidated, or joint, several, or joint and several; all such debts, liabilities and obligations being hereinafter
collectively referred to as the "Indebtedness"). Without limitation, this guaranty includes the following described
debt(s):

The Undersigned further acknowledges and agrees with Lender that:

1. No act or thing need occur to establish the liability of the Undersigned hereunder, and no act or thing, except
full payment and discharge of all indebtedness, shall in any way exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.

2. This is an absolute, unconditional and continuing guaranty of payment of the Indebtedness and shall continue to
be in force and be binding upon the Undersigned, whether or not all Indebtedness is paid in full, until this guaranty
is revoked by written notice actually received by the Lender, and such revocation shall not be effective as to
Indebtedness existing or committed for at the time of actual receipt of such notice by the Lender, or as to any
renewals, extensions and refinancings thereof. If there be more than one Undersigned, such revocation shall be
effective only as to the one so revoking. The death or incompetence of the Undersigned shall not revoke this
guaranty, except upon actual receipt of written notice thereof by Lender and then only as to the decedent or the
incompetent and only prospectively, as to future transactions, as herein set forth.

3. If the Undersigned shall be dissolved, shall die, or shall be or become insolvent (however defined) or revoke
this guaranty, then the Lender shall have the right to declare immediately due and payable, and the Undersigned
will forthwith pay to the Lender, the full amount of all Indebtedness, whether due and payable or unmatured. If
the Undersigned voluntarily commences or there is commenced involuntarily against the Undersigned a case
under the United States Bankruptcy Code, the full amount of ail Indebtedness, whether due and payable or
unmatured, shall be immediately due and payable without demand or notice thereof.

4. The liability of the Undersigned hereunder shall be limited to a principal amount of $1,200,000.00 (if unlimited
or if no amount is stated, the Undersigned shall be liable for all Indebtedness, without any limitation as to amount),
plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto.
Indebtedness may be created and continued in any amount, whether or not in excess of such principal amount,
without affecting or impairing the liability of the Undersigned hereunder. The Lender may apply any sums received
by or available to Lender on account of the Indebtedness from. Borrower or any other person (except the
Undersigned), from their properties, out of any collateral security or from any other source to payment of the
excess. Such application of receipts shall not reduce, affect or impair the liability of the Undersigned hereunder. If
the liability of the Undersigned is limited to a stated amount pursuant to this paragraph 4, any payment made by
the Undersigned under this guaranty shall be effective to reduce or discharge such liability only if accompanied by
a written transmittal document, received by the Lender, advising the Lender that such payment is made under this
guaranty for such purpose. 5. The Undersigned will pay or reimburse Lender for all costs and expenses (including
reasonable attorneys' fees and legal expenses) incurred by Lender in connection with the protection, defense or
enforcement of this guaranty in any litigation or bankruptcy or insolvency proceedings. This guaranty includes the
additional provisions on page 2, all of which are made a part hereof.

This guaranty is & unsecured; D secured by a mortgage or security agreement dated _____ ; D secured by
___________________._____________________.

IN WITNESS WHEREOF, this guaranty has been duly executed by the Undersigned the day and year first
above written.

Tommy L. Lasiter JL 813 Cherry Hill rd.
N. Little Rock, AR 72116
                                                   GUARANTY

                                              LITTLE ROCK, AR
                                                   (City)

APRIL 20, 2004 For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to induce BANK OF THE OZARKS (CHENAL) (herein, with its participants, successors
and assigns, called "Lender"), at its option, at any time or from time to time to make loans or extend other
accommodations to or for the account of CAPITOL DEVELOPMENT OF ARKANSAS, INC. (herein called
"Borrower") or to engage in any other transactions with Borrower, the Undersigned hereby absolutely and
unconditionally guarantees to Lender the full and prompt payment when due, whether at maturity or earlier by
reason of acceleration or otherwise, of the debts, liabilities and obligations described as follows:

A. If this [ ] is checked, the Undersigned guarantees to Lender the payment and performance of the debt, liability
or obligation of Borrower to Lender evidenced by or arising out of the following:
$2,050,000.00 CAPITOL DEVELOPMENT OF ARKANSAS. INC.and any extensions, renewals or
replacements thereof (hereinafter referred to as the "Indebtedness").
B. If this [ ] is checked, the Undersigned guarantees to Lender the payment and performance of each and every
debt, liability and obligation of every type and description which Borrower may now or at any time hereafter owe
to Lender (whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it
is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or
unliquidated, or joint, several, or joint and several; all such debts, liabilities and obligations being hereinafter
collectively referred to as the "Indebtedness"). Without limitation, this guaranty includes the following described
debt(s):

The Undersigned further acknowledges and agrees with Lender that:

1. No act or thing need occur to establish the liability of the Undersigned hereunder, and no act or thing, except
full payment and discharge of all indebtedness, shall in any way exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.

2. This is an absolute, unconditional and continuing guaranty of payment of the Indebtedness and shall continue to
be in force and be binding upon the Undersigned, whether or not all Indebtedness is paid in full, until this guaranty
is revoked by written notice actually received by the Lender, and such revocation shall not be effective as to
Indebtedness existing or committed for at the time of actual receipt of such notice by the Lender, or as to any
renewals, extensions and refinancings thereof. If there be more than one Undersigned, such revocation shall be
effective only as to the one so revoking. The death or incompetence of the Undersigned shall not revoke this
guaranty, except upon actual receipt of written notice thereof by Lender and then only as to the decedent or the
incompetent and only prospectively, as to future transactions, as herein set forth.

3. If the Undersigned shall be dissolved, shall die, or shall be or become insolvent (however defined) or revoke
this guaranty, then the Lender shall have the right to declare immediately due and payable, and the Undersigned
will forthwith pay to the Lender, the full amount of all Indebtedness, whether due and payable or unmatured. If
the Undersigned voluntarily commences or there is commenced involuntarily against the Undersigned a case
under the United States Bankruptcy Code, the full amount of ail Indebtedness, whether due and payable or
unmatured, shall be immediately due and payable without demand or notice thereof.

4. The liability of the Undersigned hereunder shall be limited to a principal amount of $600,000.00 (if unlimited or
if no amount is stated, the Undersigned shall be liable for all Indebtedness, without any limitation as to amount),
plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto.
Indebtedness may be created and continued in any amount, whether or not in excess of such principal amount,
without affecting or impairing the liability of the Undersigned hereunder. The Lender may apply any sums received
by or available to Lender on account of the Indebtedness from. Borrower or any other person (except the
Undersigned), from their properties, out of any collateral security or from any other source to payment of the
excess. Such application of receipts shall not reduce, affect or impair the liability of the Undersigned hereunder. If
the liability of the Undersigned is limited to a stated amount pursuant to this paragraph 4, any payment made by
the Undersigned under this guaranty shall be effective to reduce or discharge such liability only if accompanied by
a written transmittal document, received by the Lender, advising the Lender that such payment is made under this
guaranty for such purpose. 5. The Undersigned will pay or reimburse Lender for all costs and expenses (including
reasonable attorneys' fees and legal expenses) incurred by Lender in connection with the protection, defense or
enforcement of this guaranty in any litigation or bankruptcy or insolvency proceedings. This guaranty includes the
additional provisions on page 2, all of which are made a part hereof.

This guaranty is & unsecured; D secured by a mortgage or security agreement dated _____ ;
D secured by ___________________._____________________.

IN WITNESS WHEREOF, this guaranty has been duly executed by the Undersigned the day and year first
above written.

Bruce Thalheimer
73 Robinwood R.
Little rock, AR 72210
                                                   GUARANTY

                                              LITTLE ROCK, AR
                                                   (City)

APRIL 20, 2004 For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to induce BANK OF THE OZARKS (CHENAL) (herein, with its participants, successors
and assigns, called "Lender"), at its option, at any time or from time to time to make loans or extend other
accommodations to or for the account of CAPITOL DEVELOPMENT OF ARKANSAS, INC. (herein called
"Borrower") or to engage in any other transactions with Borrower, the Undersigned hereby absolutely and
unconditionally guarantees to Lender the full and prompt payment when due, whether at maturity or earlier by
reason of acceleration or otherwise, of the debts, liabilities and obligations described as follows:

A. If this [ ] is checked, the Undersigned guarantees to Lender the payment and performance of the debt, liability
or obligation of Borrower to Lender evidenced by or arising out of the following:
$2,050,000.00 CAPITOL DEVELOPMENT OF ARKANSAS. INC.and any extensions, renewals or
replacements thereof (hereinafter referred to as the "Indebtedness").
B. If this [ ] is checked, the Undersigned guarantees to Lender the payment and performance of each and every
debt, liability and obligation of every type and description which Borrower may now or at any time hereafter owe
to Lender (whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it
is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or
unliquidated, or joint, several, or joint and several; all such debts, liabilities and obligations being hereinafter
collectively referred to as the "Indebtedness"). Without limitation, this guaranty includes the following described
debt(s):

The Undersigned further acknowledges and agrees with Lender that:

1. No act or thing need occur to establish the liability of the Undersigned hereunder, and no act or thing, except
full payment and discharge of all indebtedness, shall in any way exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.

2. This is an absolute, unconditional and continuing guaranty of payment of the Indebtedness and shall continue to
be in force and be binding upon the Undersigned, whether or not all Indebtedness is paid in full, until this guaranty
is revoked by written notice actually received by the Lender, and such revocation shall not be effective as to
Indebtedness existing or committed for at the time of actual receipt of such notice by the Lender, or as to any
renewals, extensions and refinancings thereof. If there be more than one Undersigned, such revocation shall be
effective only as to the one so revoking. The death or incompetence of the Undersigned shall not revoke this
guaranty, except upon actual receipt of written notice thereof by Lender and then only as to the decedent or the
incompetent and only prospectively, as to future transactions, as herein set forth.

3. If the Undersigned shall be dissolved, shall die, or shall be or become insolvent (however defined) or revoke
this guaranty, then the Lender shall have the right to declare immediately due and payable, and the Undersigned
will forthwith pay to the Lender, the full amount of all Indebtedness, whether due and payable or unmatured. If
the Undersigned voluntarily commences or there is commenced involuntarily against the Undersigned a case
under the United States Bankruptcy Code, the full amount of ail Indebtedness, whether due and payable or
unmatured, shall be immediately due and payable without demand or notice thereof.

4. The liability of the Undersigned hereunder shall be limited to a principal amount of $1,200,000.00 (if unlimited
or if no amount is stated, the Undersigned shall be liable for all Indebtedness, without any limitation as to amount),
plus accrued interest thereon and all attorneys' fees, collection costs and enforcement expenses referable thereto.
Indebtedness may be created and continued in any amount, whether or not in excess of such principal amount,
without affecting or impairing the liability of the Undersigned hereunder. The Lender may apply any sums received
by or available to Lender on account of the Indebtedness from. Borrower or any other person (except the
Undersigned), from their properties, out of any collateral security or from any other source to payment of the
excess. Such application of receipts shall not reduce, affect or impair the liability of the Undersigned hereunder. If
the liability of the Undersigned is limited to a stated amount pursuant to this paragraph 4, any payment made by
the Undersigned under this guaranty shall be effective to reduce or discharge such liability only if accompanied by
a written transmittal document, received by the Lender, advising the Lender that such payment is made under this
guaranty for such purpose. 5. The Undersigned will pay or reimburse Lender for all costs and expenses (including
reasonable attorneys' fees and legal expenses) incurred by Lender in connection with the protection, defense or
enforcement of this guaranty in any litigation or bankruptcy or insolvency proceedings. This guaranty includes the
additional provisions on page 2, all of which are made a part hereof.

This guaranty is & unsecured; D secured by a mortgage or security agreement dated _____ ;
D secured by ___________________._____________________.

IN WITNESS WHEREOF, this guaranty has been duly executed by the Undersigned the day and year first
above written.

Doyle Rogers
111 Center Street, Suite 1510
Little Rock,AR 72201
                                        ADDENDUM TO GUARANTY

                                               Little Rock, Arkansas

This ADDENDUM TO GUARANTY (the "Addendum") made this __ day of April, 2004, by the undersigned,
hereinafter "Guarantor", and Bank of the Ozarks (Chenal), hereinafter "Lender".

This Addendum is deemed to be incorporated into that certain Guaranty dated of even date herewith (the
"Guaranty") and executed by Guarantor in favor of lender in connection with Lender's loan to Capital
Development of Arkansas, Inc., hereinafter "Borrower". which U described as a loan to Borrower in the original
principal amount of $2,050,000.00, together -with any extensions, renewals or replacements thereof, plus all
accrued Interest thereon and all attorney*' fees, collection costs, and other expenses, without limitation, to which
Lender may be entitled (hereinafter the "Indebtedness").

Lender hereby agrees with Guarantor that in the event Lender seeks to enforce the Guaranty, Guarantor, whether
singly or together with any other guarantor of the Indebtedness, shall have the right to purchase all, and not less
than all, of the Indebtedness and thereby acquire all of the rights of lender in connection with) the Indebtedness,
including, without limitation, any mortgages entered into in connection with the Indebtedness, provided that within
five (5) days after being notified by Lender of Borrower's default and Lenders' desire to enforce the terms of the
Guaranty against Guarantor, Guarantor shall notify Lender of his/its intent to exercise the right to purchase the
Indebtedness. If the right to purchase the Indebtedness is exercised, the purchase of the Indebtedness must close
within thirty (30) days after Guarantor hag given notice of such purchase to the Lender. In the event that
Guarantor Ms to give timely notice of his/its intent to exercise the right to purchase the Indebtedness, or fails to
consummate the purchase within the specified time, then the right to purchase the Indebtedness shall be deemed
waived by Guarantor, The consideration to be paid by the Guarantor or guarantors shall equal the amount of the
Indebtedness as defined above.

In the event of a purchase of the Indebtedness pursuant to the terms of this Addendum, then, in such event, the
provisions of Section ,10 of the Guaranty shall be null and void and of no further force and effect,

This Addendum made and entered into the dare first above written,

                                                 GUARANTOR:

                                        /s/
                                        -----------------------------
                                        Doyle W. Rogers




                                                    LENDER:

                                    BANK OF THE 0ZARKS (CHENAL)

                                                       Name:
                                                        Title:
                                        ADDENDUM TO GUARANTY

                                               Little Rock, Arkansas

This ADDENDUM TO GUARANTY (the "Addendum") made this 22nd day of April, 2004, by the
undersigned, hereinafter "Guarantor", and Bank of the Ozarks (Chenal), hereinafter "Lender".

This Addendum is deemed to be incorporated into that certain Guaranty dated of even date herewith (the
"Guaranty") and executed by Guarantor in favor of lender in connection with Lender's loan to Capital
Development of Arkansas, Inc., hereinafter "Borrower". which U described as a loan to Borrower in the original
principal amount of $2,050,000.00, together -with any extensions, renewals or replacements thereof, plus all
accrued Interest thereon and all attorney*' fees, collection costs, and other expenses, without limitation, to which
Lender may be entitled (hereinafter the "Indebtedness").

Lender hereby agrees with Guarantor that in the event Lender seeks to enforce the Guaranty, Guarantor, whether
singly or together with any other guarantor of the Indebtedness, shall have the right to purchase all, and not less
than all, of the Indebtedness and thereby acquire all of the rights of lender in connection with) the Indebtedness,
including, without limitation, any mortgages entered into in connection with the Indebtedness, provided that within
five (5) days after being notified by Lender of Borrower's default and Lenders' desire to enforce the terms of the
Guaranty against Guarantor, Guarantor shall notify Lender of his/its intent to exercise the right to purchase the
Indebtedness. If the right to purchase the Indebtedness is exercised, the purchase of the Indebtedness must close
within thirty (30) days after Guarantor hag given notice of such purchase to the Lender. In the event that
Guarantor Ms to give timely notice of his/its intent to exercise the right to purchase the Indebtedness, or fails to
consummate the purchase within the specified time, then the right to purchase the Indebtedness shall be deemed
waived by Guarantor, The consideration to be paid by the Guarantor or guarantors shall equal the amount of the
Indebtedness as defined above.

In the event of a purchase of the Indebtedness pursuant to the terms of this Addendum, then, in such event, the
provisions of Section ,10 of the Guaranty shall be null and void and of no further force and effect,

This Addendum made and entered into the dare first above written,

                                                 GUARANTOR:

                                               Warren Stephenson

                                                    LENDER:

                                    BANK OF THE 0ZARKS (CHENAL)

                                                       Name:
                                                        Title:
                                        ADDENDUM TO GUARANTY

                                               Little Rock, Arkansas

This ADDENDUM TO GUARANTY (the "Addendum") made this 22nd day of April, 2004, by the
undersigned, hereinafter "Guarantor", and Bank of the Ozarks (Chenal), hereinafter "Lender".

This Addendum is deemed to be incorporated into that certain Guaranty dated of even date herewith (the
"Guaranty") and executed by Guarantor in favor of lender in connection with Lender's loan to Capital
Development of Arkansas, Inc., hereinafter "Borrower". which U described as a loan to Borrower in the original
principal amount of $2,050,000.00, together -with any extensions, renewals or replacements thereof, plus all
accrued Interest thereon and all attorney*' fees, collection costs, and other expenses, without limitation, to which
Lender may be entitled (hereinafter the "Indebtedness").

Lender hereby agrees with Guarantor that in the event Lender seeks to enforce the Guaranty, Guarantor, whether
singly or together with any other guarantor of the Indebtedness, shall have the right to purchase all, and not less
than all, of the Indebtedness and thereby acquire all of the rights of lender in connection with) the Indebtedness,
including, without limitation, any mortgages entered into in connection with the Indebtedness, provided that within
five (5) days after being notified by Lender of Borrower's default and Lenders' desire to enforce the terms of the
Guaranty against Guarantor, Guarantor shall notify Lender of his/its intent to exercise the right to purchase the
Indebtedness. If the right to purchase the Indebtedness is exercised, the purchase of the Indebtedness must close
within thirty (30) days after Guarantor hag given notice of such purchase to the Lender. In the event that
Guarantor Ms to give timely notice of his/its intent to exercise the right to purchase the Indebtedness, or fails to
consummate the purchase within the specified time, then the right to purchase the Indebtedness shall be deemed
waived by Guarantor, The consideration to be paid by the Guarantor or guarantors shall equal the amount of the
Indebtedness as defined above.

In the event of a purchase of the Indebtedness pursuant to the terms of this Addendum, then, in such event, the
provisions of Section ,10 of the Guaranty shall be null and void and of no further force and effect,

This Addendum made and entered into the dare first above written,

                                                 GUARANTOR:

                                                Tommy J. Lasiter

                                                    LENDER:

                                    BANK OF THE 0ZARKS (CHENAL)

                                                       Name:
                                                        Title:
                                        ADDENDUM TO GUARANTY

                                               Little Rock, Arkansas

This ADDENDUM TO GUARANTY (the "Addendum") made this 22nd day of April, 2004, by the
undersigned, hereinafter "Guarantor", and Bank of the Ozarks (Chenal), hereinafter "Lender".

This Addendum is deemed to be incorporated into that certain Guaranty dated of even date herewith (the
"Guaranty") and executed by Guarantor in favor of lender in connection with Lender's loan to Capital
Development of Arkansas, Inc., hereinafter "Borrower". which U described as a loan to Borrower in the original
principal amount of $2,050,000.00, together -with any extensions, renewals or replacements thereof, plus all
accrued Interest thereon and all attorney*' fees, collection costs, and other expenses, without limitation, to which
Lender may be entitled (hereinafter the "Indebtedness").

Lender hereby agrees with Guarantor that in the event Lender seeks to enforce the Guaranty, Guarantor, whether
singly or together with any other guarantor of the Indebtedness, shall have the right to purchase all, and not less
than all, of the Indebtedness and thereby acquire all of the rights of lender in connection with) the Indebtedness,
including, without limitation, any mortgages entered into in connection with the Indebtedness, provided that within
five (5) days after being notified by Lender of Borrower's default and Lenders' desire to enforce the terms of the
Guaranty against Guarantor, Guarantor shall notify Lender of his/its intent to exercise the right to purchase the
Indebtedness. If the right to purchase the Indebtedness is exercised, the purchase of the Indebtedness must close
within thirty (30) days after Guarantor hag given notice of such purchase to the Lender. In the event that
Guarantor Ms to give timely notice of his/its intent to exercise the right to purchase the Indebtedness, or fails to
consummate the purchase within the specified time, then the right to purchase the Indebtedness shall be deemed
waived by Guarantor, The consideration to be paid by the Guarantor or guarantors shall equal the amount of the
Indebtedness as defined above.

In the event of a purchase of the Indebtedness pursuant to the terms of this Addendum, then, in such event, the
provisions of Section ,10 of the Guaranty shall be null and void and of no further force and effect,

This Addendum made and entered into the dare first above written,

                                                 GUARANTOR:

                                                Bruce Thalheimer

                                                    LENDER:

                                    BANK OF THE 0ZARKS (CHENAL)

                                                       Name:
                                                        Title:
                                        EMPLOYMENT AGREEMENT

AGREEMENT made the 18th day of May, 2004 by and between Capitol First Corporation, a Nevada
corporation (the "Company"), and Monica A. Schreiber (the "Employee").

                                               WITNESSETH

WHEREAS, the Company wishes to assure itself of the services of the Employee, and the Employee wishes to
serve in the employ of the Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment, Term. The Company hereby employs the Employee on the terms hereinafter set forth for a
period of two (2) years commencing on May 18th, 2004, and ending on May 17th, 2006; provided that such
employment shall continue after May 17th, 2006, unless either party has given written notice to the other party by
no later than April 17th, 2006, of its intention to terminate the Employee's employment on May 17th, 2006.

2. Position, Duties. The Employee shall serve as Vice President and Chief Financial Officer of the Company, or
in such other related capacity as may be assigned by the Chief Executive Officer of the Company ("CEO") or his
designee or successor. The Employee shall report to, and shall have such duties and responsibilities as shall be
assigned to the Employee by the CEO, or his designee or successor. The Employee shall perform her duties and
responsibilities hereunder faithfully and diligently. The Employee shall devote her full business time and attention to
the performance of her duties and responsibilities hereunder. The Employee hereby represents that she is not
bound by any confidentiality agreements or restrictive covenants which restrict or may restrict her ability to
perform her duties hereunder, and agrees that she will not enter into any such agreements or covenants during the
term of her employment hereunder, except such restrictive covenants or confidentiality agreements which are
required by the Company.

3. Compensation.

3.1 Base Salary. During the term of this Agreement, in consideration of the performance by the Employee of the
services set forth in Section 2 and her observance of the other covenants set forth herein, the Company shall pay
the Employee, and the Employee shall accept, a base salary at the rate of ninety thousand ($90,000.00) per
annum, payable in accordance with the standard payroll practices of the Company. In addition to the base salary
payable hereunder, the Employee may be entitled to receive merit increases in salary during the term hereof in
such amount and at such times as shall be determined by the Compensation Committee of the Board of Directors
in its sole discretion. In no event shall the failure to grant any such increase (or the amount of any such increase)
give rise to a claim by the Employee under this Agreement.

                                                       1 of 10
3.2 Bonus. The Employee shall be eligible to receive an annual bonus based on achievement of quantitative and
qualitative goals as mutually established by the CEO and the Employee, as approved by the Compensation
Committee of the Board of Directors. Any bonus awarded hereunder shall be paid contemporaneously with other
discretionary bonuses paid to officers of the Company.

3.3 Stock and Stock Options. The Employee shall be granted thirty thousand (30,000) shares of restricted
common stock, provided that such shares shall vest ratably at the end of each quarter of the term of this
Agreement. In addition, the Employee shall be eligible to participate in any Stock Purchase Agreement or Stock
Option Plan which may from time to time become available to other officers of the Company.

3.4 Fees/Commissions. The Employee shall be eligible to receive compensation in the form of fees/commissions
earned for finding a business opportunity that is subsequently closed by the Company, subject to disclosure to the
Board of Directors, proper authorization of the transaction by a majority of the disinterested Directors, and
compensation to be based on industry standards.

4. Expense Reimbursement. During the term of the Employee's employment by the Company pursuant to this
Agreement, consistent with the Company's policies and procedures as may be in effect from time to time, the
Company shall reimburse the Employee for all reasonable and necessary out-of-pocket expenses incurred by her
in connection with the performance of her duties hereunder, upon the presentation of proper accounts therefor in
accordance with the Company's policies.

5. Other Benefits. During the term of the Employee's employment by the Company pursuant to this Agreement,
the Employee shall be entitled to receive three (3) weeks paid vacation time per annum and such other benefits
including without limitation customary medical, dental, vision, short term disability, long term disability and life
insurance as are from time to time made available to other similarly situated employees of the Company, on the
same terms as are available to such similarly situated employees, it being understood that the Employee shall be
required to make the same contributions and payments in order to receive any of such benefits as may be
required of such similarly situated employees.

6. Termination of Employment.

6.1 Death. In the event of the death of the Employee during the term of this Agreement, the Company shall pay to
the estate or other legal representative of the Employee (i) the salary provided for in Section 3.1 (at the annual
rate then in effect) accrued to the Employee's date of death and not theretofore paid, and (ii) in the discretion of
the CEO of the Company, and then only if the quantitative and qualitative goals have been met, the bonus
described within section 3.2, above, prorated to the Employee's date of death and payable only at such time as
other discretionary bonuses for the applicable year are paid to other officers of the Company, and the estate or
other legal representative of the Employee shall have no further rights under this Agreement.

6.2 Disability. If the Employee shall become incapacitated by reason of sickness accident or other physical or
mental disability and shall for a period

                                                       2 of 10
of thirty (30) consecutive calendar days be unable to perform his normal duties hereunder, with or without
reasonable accommodation, the employment of the Employee hereunder may be terminated by the Company
upon thirty (30) days prior written notice to the Employee. Promptly after such termination, the Company shall
pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date
of such termination and not theretofore paid. Additionally, in the event of termination under this section 6.2, in the
discretion of the CEO of the Company, and then only if the quantitative and qualitative goals have been met, the
Company shall, at such time as other discretionary bonuses for the applicable year are paid to other officers of
the Company, pay to the Employee the bonus described within section 3.2, above, prorated to the date of the
Employee's termination hereunder. Neither the Employee nor the Company shall have any further rights or
obligations under this Agreement, except as provided in Sections 7, 8, 9, and 10.

6.3 Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time
during the term of this Agreement for Due Cause. Said termination shall be evidenced by written notice thereof to
the Employee, which notice shall specify the cause for the termination. For purposes of this Agreement, the term
"Due Cause" shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to
perform her duties under this Agreement for a thirty (30) consecutive calendar day period;
(ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of this Agreement; (vi) the failure of
the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from
the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee which the
Company, in its sole discretion, considers insubordination or which the Company considers material to its
operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a
written notice from the Employer, to materially improve performance which the Employer, in its reasonable
discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the
law recognizes as constituting "cause" for termination of employment. Promptly after such termination, the
Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect)
accrued to the date of such termination and not theretofore paid. Neither the Employee nor the Company shall
have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9, and 10.

6.4 Severance Benefits.

Notwithstanding any provision to the contrary in this Agreement,
Section 6.4 shall not be binding on the Company until and unless the Company has not less than two consecutive
quarters in which the Company has net operating profits derived from its normal course of business.

(a) Change in Control. A "Change in Control" shall be deemed to occur (1) on the effective date of any merger,
consolidation, or reorganization which results in the holders of the outstanding voting securities of the Company
(determined immediately prior to such merger or consolidation) owning less than

                                                        3 of 10
an majority of the outstanding voting securities of the surviving corporation (determined immediately following
such merger or consolidation), or any sale or transfer by the Company of all or substantially all of its assets; or (2)
on the date of closing of any tender offer or exchange offer for, or the acquisition, directly or indirectly, by any
person or group of, all or a majority of the then outstanding voting securities of the Company. Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur if the Company either merges or consolidates
with or into another company or sells or disposes of all or substantially all of its assets to another company, if
such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the
stockholders of the Company immediately before such merger, consolidation, sale, or disposition own, directly or
indirectly, immediately following such merger, consolidation, sale, or disposition at least a majority of the
combined voting power of all outstanding classes of securities of the Company resulting from such merger or
consolidation, or to which the Company sells or disposes of its assets, in substantially the same proportion as
their ownership in the Company immediately before such merger, consolidation, sale, or disposition.

(b) Good Reason. "Good Reason" shall mean (i) a reduction in the Employee's annual base salary; or (ii) a
change in the Employee's duties and responsibilities which represents a substantial reduction of the duties and
responsibilities which existed immediately prior thereto or the assignment to the Employee of any substantial new
duties or responsibilities inconsistent with those which existed immediately prior thereto; or (iii) the requirement by
the Company that the Employee (without the consent of the Employee) be based at any place outside of South
Florida, except for reasonably required travel on the Company's business.

(c) Right to Severance Benefit. The Employee shall be entitled to receive from the Company a Severance Benefit
in the amount provided in Section 6.4(d) if (i) a Change in Control occurs and, (ii) within two (2) years thereafter
the Employee terminates employment with the Company for Good Reason or the Company terminates the
Employee's employment for any reason other than as set forth in Sections 6.1, 6.2, or 6.3, above.

(d) Amount of Severance Benefit. If the Employee's employment is terminated under circumstances entitling the
Employee to a Severance Benefit as provided in Section 6.4(c), the Employee shall be entitled to the following
benefits:

(i) the Company shall pay to the Employee as severance pay and in lieu of any further salary or bonus for periods
subsequent to termination, an amount in cash equal to 50% of the Employee's annual base salary in effect
immediately prior to such termination. Furthermore, the Employee shall be entitled to receive a bonus, prorated to
the date of termination, if, through the date of termination, the quantitative and qualitative goals mutually
established by the CEO and the Employee and as approved by the Compensation Committee, as the bonus
criteria for the year in which the termination occurs, have been met or (if the termination occurs prior to the end of
the applicable year) are reasonably on track to be met.

(ii) for six months subsequent to the Employee's termination of employment, the Company shall at its expense
continue on behalf of the Employee

                                                       4 of 10
and her dependents and beneficiaries, the medical and dental benefits, life insurance, short term disability
insurance and long term disability insurance, if any, which were being provided to the Employee immediately prior
to termination of employment. The benefits provided in this section 6.4(d)(ii) shall be no less favorable to the
Employee, in terms of amounts and deductibles and costs to the Employee, than the coverage provided the
Employee under the plans providing such benefits at the time of termination of employment. The Company's
obligation hereunder to provide the foregoing benefits shall terminate if the Employee obtains coverage under a
subsequent employer's medical and dental, life insurance, short term disability insurance and or long term
disability insurance benefit plans.

(iii) the amounts provided for in section 6.4(d)(i) shall be paid in the same periodic installments as the Employee's
salary had been paid immediately prior to the termination of the Employee and shall commence upon termination;
provided, however that any pro rata bonus due and payable as specified in 6.4(d)(i) shall be paid within thirty
(30) days after the date of Employee's termination. Except as set forth in Section 6.4(d)(ii), no benefits payable
hereunder will be reduced on account of Employee's procurement of other employment.

(iv) notwithstanding the foregoing, if any payment to or for the benefit of the Employee under this Agreement
either alone or together with other payments to or for the benefit of the Employee would constitute a "parachute
payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), the
payments under this Agreement shall be reduced to the largest amount that will eliminate both the imposition of
the excise tax imposed by Section 4999 of the Code and the disallowance of deductions to the Company under
Section 280G of the Code for any such payments. The amount and method of any reduction in the payments
under this Agreement pursuant to this paragraph shall be as reasonably determined by the Company.

6.5 Vesting of Stock and Options. If the Employee's employment is terminated by the Company in connection
with a Change in Control, (i) all of the Employee's unvested shares, as defined in any Stock Purchase Agreement
then in effect, shall become Vested Shares and (ii) and any options granted pursuant to any Stock Option Plan
then in effect, shall become fully vested options.

6.6 Other Termination by the Company. The Company may terminate the Employee's employment prior to the
expiration of the term of this Agreement for whatever reason it deems appropriate; provided, however, that in the
event that such termination is not pursuant to Sections 6.1, 6.2 or, 6.3, and the Employee is not otherwise entitled
to severance benefits pursuant to section 6.4, the Company shall continue to pay to the Employee (or his estate
or other legal representative in the case of the death of the Employee subsequent to such termination), in the same
periodic installments as his annual salary was paid, the salary provided for in Section 3 (at the annual rate then in
effect) until the earlier of (a) the then scheduled expiration of the term hereof or (b) six
(6) months following the date of such termination. Neither the Employee nor the Company shall have any further
rights or obligations under this Agreement, except as provided in Sections 7, 8, 9, and 10.

                                                       5 of 10
6.7 Rights to Benefits. Except as otherwise set forth herein, upon termination of employment under any provision
contained in this Section 6, rights and benefits of the Employee, her estate or other legal representative under the
employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms
and provisions of such plans and programs. Neither the Employee nor the Company shall have any further rights
or obligations under this Agreement, except as provided in Sections 7, 8, 9, and 10.

7. Confidential Information.

7.1 (a) The Employee shall, during the Employee's employment with the Company and at all times thereafter,
treat all confidential material (as hereinafter defined) of the Company or any of the Company's subsidiaries,
affiliates or parent entities (the Company and the Company's subsidiaries, affiliates and parent entities being
hereinafter collectively referred to as the "Company Group") confidentially. The Employee shall not, without the
prior written consent of the CEO, disclose such confidential material, directly or indirectly, to any party, who at
the time of such disclosure is not an employee or agent of any member of the Company Group, or remove from
the Company's premises any notes or records relating thereto, copies or facsimiles thereof (whether made by
electronic, electrical, magnetic, optical, laser, acoustic or other means), or any other property of any member of
the Company Group. The Employee agrees that all confidential material, together with all notes and records of
the Employee relating thereto, and all copies or facsimiles thereof in possession of the Employee (whether made
by the foregoing or other means) are the exclusive property of the Company.

(b) For the purposes hereof, the term "confidential material" shall mean all information in any way concerning the
activities, business or affairs of any member of the Company Group or any of the customers of any member of
the Company Group, including, without limitation, information concerning trade secrets, together with all sales and
financial information concerning any member of the Company Group and any and all information concerning
projects in research and development or marketing plans for any products or projects of the Company Group,
and all information concerning the practices and customers of any member of the Company Group; provided
however, that the term "confidential material" shall not include information which becomes generally available to
the public other than as a result of a disclosure by the Employee.

7.2 Promptly upon the request of the Company, the Employee shall deliver to the Company all confidential
material relating to any member of the Company Group in the possession of the Employee without retaining a
copy thereof (provided, however, that the Employee shall be entitled to retain a list of such confidential material
so long as the form of such list is reasonably acceptable to the Company), unless, in the written opinion of counsel
for the Company delivered to the Employee, either returning such confidential material or failing to retain a copy
thereof would violate any applicable Federal, state, local or foreign law, in which event such confidential material
shall be returned without retaining any copies thereof as soon as practicable after such counsel advises in writing
to the Employee that the same may be lawfully done.

                                                      6 of 10
7.3 In the event that the Employee is required, by oral questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process, to disclose any confidential material relating
to any member of the Company Group, the Employee shall provide the Company with prompt notice thereof so
that the Company may seek an appropriate protective order and/or waive compliance by the Employee with the
provisions hereof.

8. Non-Competition.

8.1 The Employee acknowledges that the services to be rendered by her to the Company are of a special and
unique character. The Employee agrees that, in consideration of her employment hereunder, the Employee will
not, directly or indirectly, (a) so long as she is employed pursuant to this Agreement and one year thereafter,
unless she is entitled to benefits as set forth in 6.4(d), in which case only as long as severance benefits are
required to be paid, (w) engage, whether as principal, agent, investor, distributor, representative, stockholder,
employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, which is
competitive with the business of the Company or any other members of the Company Group without the prior
written consent of the Board of Directors, (x) solicit or entice or endeavor to solicit or entice away from any
member of the Company Group any person who was or is at the time of solicitation, a director, officer,
employee, agent or consultant of such member of the Company Group, on the Employee's own account or for
any person, firm, corporation or other organization, whether or not such person would commit any breach of
such person's contract of employment by reason of leaving the service of such member of the Company Group,
(y) solicit or entice or endeavor to solicit or entice away any of the clients or customers or potential customers of
any member of the Company Group, either on the Employees own account or for any other person firm,
corporation or organization, or (z) employ any person who was or is at the time of the solicitation, a director,
officer or employee of any member of the Company Group or any person who is or may be likely to be in
possession of any confidential information or trade secrets relating to the business of any member of the
Company Group, or (b) at any time make any statement intended to disparage or impair the business reputation
of any member of the Company Group.

8.2 The Employee and the Company agree that if, in any proceeding, the court or authority shall refuse to enforce
the covenants herein set forth because such covenants cover too extensive a geographic area or too long a period
of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of
the parties to the maximum extent permitted by law.

8.3 The Employee expressly acknowledges and agrees that the covenants and agreements set forth in this Section
8 are reasonable in all respects, and necessary in order to protect, maintain and preserve the value and goodwill
of the Company Group, as well as the proprietary and other legitimate business interests of the members of the
Company Group. The Employee acknowledges and agrees that the covenants and agreements of the Employee
set forth in this
Section 8 constitute a significant part of the consideration given by the Employee to the Company in exchange for
the salary and benefits provided for in this Agreement, and are a material reason for such payment.

                                                       7 of 10
9. Intellectual Property.

9.1 Any and all intellectual property, inventions or software made, developed or created by the Employee (a)
during the term of this Agreement or
(b) within a period of one year after the termination of the Employee's employment with the Company or any
other member or the Company Group, which reasonably relate to the business conducted by the Company
during the term of the Employee's employment by the Company (each, an "invention"), whether at the request or
suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular
working hours of work or otherwise, shall be promptly and fully disclosed by the Employee to the President
and/or the Board of Directors of the Company and shall be the Company's exclusive property as against the
Employee, and the Employee shall promptly deliver to the President and/or the Board of Directors all papers,
drawings, models, data and other material relating to any Invention made, developed or created by her as
aforesaid. In addition, the Employee covenants and agrees to disclose to the Board of Directors any Invention
developed or created by the Employee during the term of this Agreement, whether or not such Invention relates
to the business being conducted by the Company or any other member of the Company Group at the time of
development or creation of such Invention.

9.2 The Employee hereby expressly acknowledges and agrees that an Invention developed or created by the
Employee during the term of this Agreement which reasonably relates to the business of the Company or any
other member of the Company Group or which reasonably relates to the business conducted by the Company
during the Employee's employment by the Company shall be considered "works made for hire" within the
meaning of the Copyright Act of 1976, as amended (17 U.S.C. ss. 101). Each such Invention as well as all
copies of such Invention in whatever medium fixed or embodied, shall be owned exclusively by the Company as
of the date of creation.

9.3 The Employee shall, upon the Company's request and without any payment therefor, execute any documents
necessary or advisable in the opinion of the Company's counsel to direct issuance of patents or copyrights of the
Company with respect to such Invention as are to be in the Company's exclusive property as against the
Employee under this Section 9 or to vest in the Company title to such inventions as against the Employee, the
expense of securing any such patent or copyright, to be borne by the Company. In addition, the Employee agrees
not to file any patent, copyright or trademark application related to such Invention.

10. Successors and Assigns.

10.1 Assignment by the Company. The Company may assign this Agreement to any member of the Company
Group or Successor to the Company as defined in 11.3, and the Employee hereby consents to such assignment.

10.2 Assignment by the Employee. The Employee shall not assign this Agreement or any part hereof without the
prior written consent of the Board of Directors of the Company.

                                                    8 of 10
10.3 Successor to the Company. This Agreement shall bind any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and or/asset of the
Company, in the same manner and to the same extent that the Company would be obligated under this
Agreement if no succession had taken place. In the case of any transaction in which a successor would not be
bound by this Agreement, the Company shall require such successor expressly and unconditionally to assume and
agree to perform the Company's obligation under this Agreement, in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.

11. Governing Law. This Agreement shall be deemed a contract made under, and for all purposes shall be
construed in accordance with, the laws of the State of Florida applicable to contracts to be performed entirely
within such State.

12. Entire Agreement. This Agreement contains all the understandings and representations between the parties
hereto pertaining to the subject matter hereof and supersedes, in their entirety, all undertakings and agreements,
whether oral or in writing, if there by any, previously entered into by them with respect to employment,
severance, and any and all other matters set forth or reasonably contemplated herein; provided, however, that
Section 8 shall not serve as a limitation of the terms of any other non-competition agreement between the
Employee and any member of the Company Group.

13. Modification and Amendment; Waiver. The provisions of the Agreement may be modified, amended or
waived, but only upon the written consent of the party against whom enforcement of such modification,
amendment or waiver shall be effective only to the extent set forth in such writing. No delay or failure on the part
of any party hereto in exercising any right, power or remedy hereunder shall effect or operate as a waiver thereof,
nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such
right, power, or remedy preclude any further exercise thereof or of any other right, power or remedy.

14. Notices. Any notices, demands or other communication given in connection herewith shall be in writing and
be deemed given (i) when personally delivered, (ii) sent by facsimile transmission to a number provided in writing
by the addressee and a confirmation of the transmission is received by the sender or (iii) three (3) days after being
deposited for delivery with a recognized overnight courier, such as FedEx, with directions to deliver within three
(3) days, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to
such other address or facsimile number as such party may designate in accordance herewith:

When the Company is the intended recipient:

Capitol First Corporation Attention: Ashley B. Bloom, Acting President and CEO 7100 W. Camino Real Blvd.,
Suite 402 Boca Raton, Florida 33433 Facsimile No.: 1-561-392-0484

                                                      9 of 10
When the Employee is the intended recipient:

Monica A. Schreiber
421 Cottonwood Place
Boca Raton, Florida 33431

15. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be
enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the
balance of which shall continue to be binding upon the parties hereto with any such modification to become a part
hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is
expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such
unenforceable provision this Agreement in its entirety, whether by rewriting the offending provision, deleting any
or all of the offending provision, adding additional language to this Agreement, or by making such other
modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the
maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court
shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of
this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified
as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had
never been set forth herein.

16. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of
this Agreement to the extent necessary to the intended preservation of such rights and obligations.

EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN:

             For the Company                                        For the Employee

             by: ____________________                               by:______________________
                 Ashley B. Bloom                                              Monica A. Schreiber
                 Acting President and
                 Chief Executive Officer




                                                     10 of 10
EXHIBIT 11

CAPITOL FIRST CORPORATION

COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)

                                                      THREE MONTHS ENDED                    SIX MONTHS
                                                MARCH 31, 2004      MARCH 31, 2003   MARCH 31, 2004

Shares outstanding beginning of
   Period                                           30,612,054          29,090,050        29,290,050
Adjustment correcting treasury shares:                       0             322,004           322,004
Shares issued during the period:                       302,273                   0         1,302,273
Total outstanding                                   30,914,327          29,412,054        30,914,327

Weighted average number of shares
     outstanding                                    30,754,721          29,412,054        30,486,277
     Net (loss) income                               (239,238)           (729,876)         (691,318)
     Preferred dividends                              (55,389)              14,385         (109,695)
     Net (loss) earnings applicable to
          common shares                              (294,627)           (715,491)         (801,013)

(Loss) earnings per share of common
          stock                                 $       (0.01)      $       (0.02)    $       (0.03)
                                     ARTICLES OF ORGANIZATION
                                                OF

                                   PHILBUILT DEVELOPMENT, LLC

The undersigned, for the purpose of forming a limited liability company under the Florida Limited Liability
Company Act, F.S. Chapter 608, hereby make, acknowledge and file the following Articles of Organization.

                                            ARTICLE I - NAME

The name of the limited liability company shall be PHILBUILT DEVELOPMENT, LLC, ("Company"). The
principal place of business and mailing address of the Company shall be 900 N. Federal Highway, #410, Boca
Raton, Florida 33432.

                                         ARTICLE II - DURATION

The Company shall commence its existence on the date these Articles of Organization are filed by the Florida
Department of State. The company's existence shall be perpetual, unless the company is earlier dissolved as
provided in these Articles of Organization.

                                 ARTICLE III - PURPOSES OF POWERS

The general purpose for which the Company is organized is to transact any lawful business for which a limited
liability company may be organized underthe laws of the State of Florida . The Company shall have all of the
powers granted to a limited liability company under the laws of the State of Florida.

                          ARTICLE IV - REGISTERED OFFICE AND AGENT

The name and street address of the registered agent of the Company in the State of Florida is ASHLEY
BARRETT BLOOM, 900 N. Federal Highway, #410, Boca Raton, Florida 33432.

                      ARTICLE V - ADDITIONAL CAPITAL CONTRIBUTIONS

Each member shall make additional capital contributions to the Company only upon the unanimous consent of ail
of the members.
                            ARTICLE VI - ADDITION OF NEW MEMBERS

No additional members shall be admitted to the Company except with the unanimous written consent of all of the
members of the company and upon such terms and conditions as shall be determined by all of the members. A
member may transfer his or her interest in the Company as set froth in the regulations of the Company, but the
transferee shall have no right to participate in the management of the business and affairs of the Company or
become a member unless all the other members of the Company other than the member proposing to dispose of
his or her interest approve of the proposed transfer by unanimous written consent.

                           ARTICLE VII - TERMINATION OF EXISTENCE

The Company shall be dissolved upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of a
member or manager, or upon the occurrence of any other event that terminates the continued membership of a
member in the Company, unless the business of the Company is continued by the consent of all of the remaining
members, provided there are at least two remaining members.

                                    ARTICLE VIII - MANAGEMENT

The Company shall be managed by the members in accordance with the regulations adopted by the members for
the management of the business and affairs of the Company. These regulations may contain any provisions for the
regulation and management of the affairs of the Company not inconsistent with law or these Articles of
Organization.

IN WITNESS WHEREOF, the undersigned organizers have made and subscribed these Articles of Organization
at Broward County, Florida for the foregoing uses and purposes this 7th day of October, 2003.

                                        /s/ Ashley Barrett Bloom
                                            ---------------------
                                            ASHLEY BARRETT BLOOM
                                            AUTHORIZED REPRESENTIVE
                                            OF A MEMBER
STATE OF FLORIDA

                                                   ) SS:

COUNTY OF BROWARD

Before me personally appeared LEONARD E. ZEDECK who executed the foregoing, to me well known to be
the authorized representative of PARK PLACE VENTURES, LLC and who subscribed the above Articles of
Organization, and he freely and voluntarily acknowledged before me according to the law that they made the
same for the uses and purposed mentioned and set forth in it.

IN WITNESS WHEREOF, I have set my hand and affixed my official seal this 24th day of February, 2004.

           VERONICA ABREW                                    /s/ Veronica Abrew
           MY COMMISSION # DD166640 EXPIRES                  Notary Public, State of Florida
           NOVEMBER 19, 2006                                 My Commission Expires:
           BONDED THRU TROY FAIN INSURANCE INC.              Commission Number;




[GRAPHIC OMITTED][GRAPHIC OMITTED]
Notary Public, State of Florida My Commission Expires: Commission Number:
                                    ACCEPTANCE OF APPOINTMENT

                                                        OF

                                            REGISTERED AGENT

The undersigned being the person named in the Articles of Organization of PHILBUILT DEVELOPMENT,
LLC, as the registered agent of this limited liability company, hereby consents to his appointment as registered
agent of the Company.

                                        By: /s/ Ashley Barrett Bloom
                                            -------------------------

                                                 ASHLEY BARRETT BLOOM
                                                 REGISTERED AGENT
                                                  SOSID: 702216
                                               Date Filed: 12/10/2003
                                                     2:59:00 PM
                                                  Elaine F. Marshall
                                               North Carolina Secretary
                                                       of State

                                                   C200334400012

                                   STATE OF NORTH CAROLINA
                             DEPARTMENT OF THE SECRETARY OF STATE

                                       LIMITED LIABILITY COMPANY
                                       ARTICLES OF ORGANIZATION

Pursuant to ss.57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these
Articles of Organization for the purpose of forming a limited liability company.

1. The name of the limited liability company is: TOXAWAY DEVELOPMENT GROUP, LLC

2. If the limited liability company is to dissolve by a specific date, the latest date on which the limited liability
company is to dissolve: (If no date for dissolution is specified, there shall be no limit on the duration of the limited
liability company.)__________

3. The name and address of each person executing these articles of organization is as follows: (State whether
each person is executing these articles of organization in the capacity of a member, organizer or both),

                         KIMBERLY R. COWARD, ORGANIZER P.O. BOX 1918
                                      CASHIERS, NC 28717

4. The street address and county of the initial registered office of the limited liability company is;

Number and Street 211 CASHIERS SCHOOL ROAD City, State, Zip Code Cashiers, NC 28717 County
Jackson
5. The mailing address IF DIFFERENT FROM THE STREET ADDRESS of the initial registered office is: P.O.
BOX 1918 CASHIERS, NORTH CAROLINA 28717

6. The name of the initial registered agent is: KIMBERLY R, COWARD

7. Check one of the following:

XX (i) MEMBER-MANAGED LLC. all members by virtue of their status as members shall be managers of this
limited liability company.

___(ii) MANAGER-MANAGED LLC: except as provided by N.C.G.S.
Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status
as members.
8. Any other provisions which the limited liability company elects to include are attached.

9. These articles will be effective upon filing, unless a date anchor time is specified:



This is the 8th day of December, 2003.

                                         Kimberly R. Coward, Organizer

                                                       NOTES:

1. Filing fee is 5125. This document and one exact or conformed copy of these articles must be filed with the
Secretary of State.

(Revised January 2000) (Form L-Ol>
CORPORATIONS DIVISION P.O. Box 29622 RALEIGH, NC 27626-0622
                                   ARTICLES OF ORGANIZATION
                               OF EAST GREENS DEVELOPMENT, LLC

The undersigned, for the purpose of forming a limited liability company under the Florida Limited Liability
Company Act, F.S. Chapter 608, hereby make, acknowledge, and file the following Articles of Organization.

                                            ARTICLE I - NAME

The name of the limited liability company shall be EAST GREENS DEVELOPMENT, LLC, ("Company"). The
principal place of business and mailing address of the Company shall be 7100 W Camino Real #402, Boca
Raton, Florida 33433.

                                         ARTICLE II - DURATION

The Company shall commence its existence on the date these Articles of Organization are filed by the Florida
Department of State. The company's existence shall be perpetual, unless the company is earlier dissolved as
provided in these Articles of Organization.

                                 ARTICLE III - PURPOSES OF POWERS

The general purpose for which the Company is organized is to transact any lawful business for which a limited
liability company may be organized under the laws of the State of Florida . The Company shall have all of the
powers granted to a limited liability company under the laws of the State of Florida.

                          ARTICLE IV - REGISTERED OFFICE AND AGENT

The name and street address of the registered agent of the Company in the State of Florida is ASHLEY
BLOOM 7100 W Camino Real #402, Boca Raton, Florida 33433.

                      ARTICLE V - ADDITIONAL CAPITAL CONTRIBUTIONS

Each member shall make additional capital contributions to the Company only upon the unanimous consent of all
of the members.
                             ARTICLE VI-ADDITION OF NEW MEMBERS

No additional members shall be admitted to the Company except with the unanimous written consent of all of the
members of the company and upon such terms and conditions as shall be determined by all of the members. A
member may transfer his or her interest in the Company as set froth in the regulations of the Company, but the
transferee shall have no right to participate in the management of the business and affairs of the Company or
become a member unless all the other members of the Company other than the member proposing to dispose of
his or her interest approve of the proposed transfer by unanimous written consent.

                            ARTICLE VII -TERMINATION OF EXISTENCE

The Company shall be dissolved upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of a
member or manager, or upon the occurrence of any other event that terminates the continued membership of a
member in the Company, unless the business of the Company is continued by the consent of all of the remaining
members, provided there are at least two remaining members.

                                    ARTICLE VIII - MANAGEMENT

The Company shall be managed by the members in accordance with the regulations adopted by the members for
the management of the business and affairs of the Company. These regulations may contain any provisions for the
regulation and management of the affairs of the Company not inconsistent with law or these Articles of
Organization.

IN WITNESS WHEREOF, the undersigned organizers have made and subscribed these Articles of Organization
at Broward County, Florida for the foregoing uses and purposes this-3rd day of February, 2004.

                                        /s/ ASHLEY BLOOM
                                            -----------------------
                                            ASHLEY BLOOM
                                            AUTHORIZED REPRESENTIVE
                                            OF A MEMBER
                                     STATE OF FLORIDA               )
                                                                    ) SS:
                                     COUNTY OF BROWARD              )




Before me personally appeared ASHLEY BLOOM who executed the foregoing, to me well known to be the
authorized representative of EAST GREENS DEVELOPMENT, LLC and who subscribed the above Articles
of Organization, and he freely and voluntarily acknowledged before me according to the law that they made the
same for the uses and purposed mentioned and set forth in it.

IN WITNESS WHEREOF, I have set my hand and affixed my official seal this 3rd day of February, 2004.

                                   /s/ illegible
                                   -----------------------------------
                                       Notary Public, State of Florida
                                       My Commission Expires:
                                       Commission Number:
                                   ACCEPTANCE OF APPOINTMENT
                                              OF
                                       REGISTERED AGENT

The undersigned being the person named in the Articles of Organization of EAST GREENS DEVELOPMENT,
LLC, as the registered agent of this limited liability company, hereby consents to his appointment as registered
agent of the Company.

By:


                                             ASHLEY BLOOM
                                           REGISTERED AGENT
                                           STATE OF ARKANSAS

                            SECRETARY [GRAPHIC OMITTED] OF STATE

                                            CHARLIE DANIELS
                                          SECRETARY OF STATE

                          To All to Whom These Presents Shall Come, Greetings:

I, Charlie .Daniels, Secretary of State of Arkansas, do hereby certify that the following and hereto attached
instrument of writing is a true and perfect copy of

                                        Articles OF ORGANIZATION

                                                        OF

                                     MW LAND DEVELOPMENT LLC

                                                 filed in this office

                                                February 18, 2004

                                        In TESTIMONY Whereof, I have
                                            hereunto set my hand and
                                             affixed my officiai Seal
                                             Done at roy office in the
                                             City of Little Rock, this
                                           18th day of February 2004,

[GRAPHIC OMITTED]

                                                   /s/ Charlie Daniels
                                       -------------------------------
                                                    Secretary of State
CORPORATE NAME: MW Land Development LLC

CONTACT PERSON: G. Robert Hardin

: 410 West Third Street, Suite 200 CITY: Little Rock
STATE: AR ZIP: 72201-

TELEPHONE NUMBER: 501-378-7900

                                             G. Robert Hardin

SIGNATURE OF INCORPORATOR, OFFICER OR AGENT FOR THE CORPORATION
The undersigned authorized manager or member or person forming this Limited Liability Company under the
Small Business Entity Tax Pass Through Act, Act 1003 of 1993, adopts the following Articles of Organization of
such Limited Liability Company:

              FIRST:     THE NAME OF THE LIMITED LIABILITY COMPANY IS:
                         MW Land Development LLC

                         Must contain the words "Limited Liability Company," "Limited
                         Company," or the abbreviation "L.L.C," "L.C.," "LLC," or "LC."
                         The word "Limited" may be abbreviated as "Ltd.", and the
                         "Company" may be abbreviated as "Co." Companies which perform
                         Professional Service MUST additionally contain the words
                         "Professional Limited Liability Company," "Professional Limited
                         Company," or the abbreviations "P.L.L.C.," "P.L.C.," "PLLC," or
                         "PLC" and may not contain the name of the person who is not a
                         member except that of a deceased member. The word "Limited" may
                         be abbreviated as "Ltd." and the word "Company" may be
                         abbreviated as "Co."


             SECOND:     ADDRESS OF REGISTERED OFFICE OF THE LIMITED LIABILITY COMPANY




         WHICH MAY BE, BUT NEED NOT BE, THE PLACE OF BUSINESS SHALL BE:

STREET ADDRESS: 410 West Third Street, Suite 200 CITY: Little Rock

STATE: AR ZIP: 72201-

     THIRD: THE NAME OF THE REGISTERED AGENT AND THE PHYSICAL BUSINESS
                      ADDRESS OF SAID AGENT SHALL BE:
                             NAME: G. Robert Hardin

STREET ADDRESS: 410 West Third Street, Suite 200 CITY: Little Rock
STATE: AR ZIP: 72201-

            FOURTH:     IF THE MANAGEMENT OF THIS COMPANY IS VESTED IN A MANAGER OR
                        MANAGERS, A STATEMENT TO THAT EFFECT MUST BE INCLUDED IN THE
                        SPACE PROVIDED OR BY ATTACHMENT:

                        The management of this company is vested in a manager or
                        managers.

                        THE NAME OF THE PERSON(S) AUTHORIZED TO EXECUTE THIS
                        DOCUMENT:
                        NAME 1: G. Robert Hardin
                        NAME 2:




                                                 NAME 3:

               SIGNATURE OF AUTHORIZED MANAGER, MEMBER OR PERSON
                              FORMING THIS COMPANY:

                                          G. ROBERT HARDIN
The undersigned, for the purpose of forming a limited liability company under the Florida Limited Liability
Company Act, F.S. Chapter 608, hereby make, acknowledge, and file the following Articles of Organization.

                                            ARTICLE I - NAME

The name of the limited liability company shall be PARK PLACE VENTURES, LLC, ("Company"). The
principal place of business and mailing address of the Company shall be 13790 NW 4(TM) Street, Suite 113,
Sunrise, Florida 33325.

                                         ARTICLE II - DURATION

The Company shall commence its existence on the date these Articles of Organization are filed by the Florida
Department of State. The company's existence shall be perpetual, unless the company is earlier dissolved as
provided in these Articles of Organization.

                                 ARTICLE III - PURPOSES OF POWERS

The general purpose for which the Company is organized is to transact any lawful business for which a limited
liability company may be organized under the laws of the State of Florida . The Company shall have all of the
powers granted to a limited liability company under the laws of the State of Florida.

                          ARTICLE IV - REGISTERED OFFICE AND AGENT

The name and street address of the registered agent of the Company in the State of Florida is LEONARD E.
ZEDECK 13790 NW 4(TM) Street, Suite 113, Sunrise, Florida 33325.

                      ARTICLE V - ADDITIONAL CAPITAL CONTRIBUTIONS

Each member shall make additional capital contributions to the Company only upon the unanimous consent of all
of the members.
                            ARTICLE VI -ADDITION OF NEW MEMBERS

No additional members shall be admitted to the Company except with the unanimous written consent of all of the
members of the company and upon such terms and conditions as shall be determined by all of the members. A
member may transfer his or her interest in the Company as set froth in the regulations of the Company, but the
transferee shall have no right to participate in the management of the business and affairs of the Company or
become a member unless all the other members of the Company other than the member proposing to dispose of
his or her interest approve of the proposed transfer by unanimous written consent.

                           ARTICLE VII - TERMINATION OF EXISTENCE

The Company shall be dissolved upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of a
member or manager, or upon the occurrence of. any other event that terminates the continued membership of a
member in the Company, unless the business of the Company is continued by the consent of all of the remaining
members, provided there are at least two remaining members.

                                    ARTICLE VIII - MANAGEMENT

The Company shall be managed by the members in accordance with the regulations adopted by the members for
the management of the business and affairs of the Company. These regulations may contain any provisions for the
regulation and management of the affairs of the Company not inconsistent with law or these Articles of
Organization.

IN WITNESS WHEREOF, the undersigned organizers have made and subscribed these Articles of,Organization
at Broward County, Florida for the foregoing uses and purposes this 24th day of February, 2004.

                                       /s/ LEONARD E. ZBOECK
                                           -------------------------
                                           AUTHORIZED REPRESENTATIVE
                                           OF A MEMBER
STATE OF FLORIDA

                                                   ) SS:

COUNTY OF BROWARD

Before me personally appeared LEONARD E. ZEDECK who executed the foregoing, to me well known to be
the authorized representative of PARK PLACE VENTURES, LLC and who subscribed the above Articles of
Organization, and he freely and voluntarily acknowledged before me according to the law that they made the
same for the uses and purposed mentioned and set forth in it.

IN WITNESS WHEREOF, I have set my hand and affixed my official seal this 24th day of February, 2004.

           VERONICA ABREW                                    /s/ Veronica Abrew
           MY COMMISSION # DD166640 EXPIRES                  Notary Public, State of Florida
           NOVEMBER 19, 2006                                 My Commission Expires:
           BONDED THRU TROY FAIN INSURANCE INC.              Commission Number;




[GRAPHIC OMITTED][GRAPHIC OMITTED]
Notary Public, State of Florida My Commission Expires: Commission Number:
                                    ACCEPTANCE OF APPOINTMENT

                                               OF REGISTERED

                                                     AGENT

The undersigned being the person named in the Articles of Organization of PARK PLACE VENTURES, LLC,
as the registered agent of this limited liability company, hereby consents to his appointment as registered agent of
the Company.

                                           By: /s/ Leonard E. Zedeck
                                               --------------------
                                                   Leonard E. Zedeck
                                                   REGISTERED AGENT
                                                    EXHIBIT 31.1

Section 302 Certification (Ashley B. Bloom)

I, Ashley B. Bloom, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Capitol First Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of the end of the period
covered by this report based on such evaluation ; and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies
and material weaknesses.

                Date:    May 20, 2004                          By:    /s/ Ashley B. Bloom
                                                                      ---------------------------
                                                                          Ashley B. Bloom
                                                                          Acting President and
                                                                          Chief Executive Officer
                                                    EXHIBIT 31.2

Section 302 Certification (Monica A. Schreiber)

I, Monica A. Schreiber, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Capitol First Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of the end of the period
covered by this report based on such evaluation ; and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies
and material weaknesses.

            Date:    May 20, 2004                                    By: /s/ Monica A. Schreiber
                                                                         ---------------------------
                                                                             Monica A. Schreiber
                                                                             Chief Financial Officer
                                               EXHIBIT 32.1

SECTION 906 CERTIFICATION OF ASHLEY B. BLOOM

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ashley B. Bloom, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that the Quarterly Report of Capitol First Corporation on Form 10-QSB for the
quarter ended March 31, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-QSB fairly presents
in all material respects the financial condition and results of operations of Capitol First Corporation.

           May 20, 2004                             By: /s/ Ashley B. Bloom
                                                      -------------------
                                                  Name:   Ashley B. Bloom
                                                  Title: Acting Chief Executive Officer and
                                                          President
                                               EXHIBIT 32.2

SECTION 906 CERTIFICATION OF MONICA A. SCHREIBER

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Monica A. Schreiber, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that the Quarterly Report of Capitol First Corporation on Form 10-QSB for the
quarter ended March 31, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-QSB fairly presents
in all material respects the financial condition and results of operations of Capitol First Corporation.

                 May 20, 2004                           By: /s/ Monica A. Schreiber
                                                            -----------------------
                                                        Name:   Monica A. Schreiber
                                                        Title: Chief Financial Officer