CONFORMED COPY

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<S>                                      <C>                                    <C>

---------------------------------------- -------------------------------------- --------------------------------------
First American Capital Corporation       Brooke Credit Corporation
1303 SW First American Place             10950 Grandview Dr., Ste. #600         Loan Number 4307
                                                                                            ----
Topeka, KS 66804                         Overland Park, KS 66210                Date     03-02-2005
                                                                                     --------------
                                                                                Maturity Date 02-15-2015
                                                                                              ----------
                                                                                Loan Amount $ 570,355.00
                                                                                              ----------
                                                                                Renewal Of
  BORROWER'S NAME AND ADDRESS              LENDER'S NAME AND ADDRESS
"I" includes each borrower above,        "You" means the lender, its
jointly and severally.                   successors and assigns.
---------------------------------------- -------------------------------------- --------------------------------------

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For value  received,  I promise to pay to you,  or your order,  at your  address
listed above the PRINCIPAL sum of five hundred  seventy  thousand  three hundred
                                  ----------------------------------------------
fifty five and no/100 Dollars $ 570,355.00
---------------------         ------------
[x]  Single Advance: I will receive all of this principal sum on 03-02-2005.  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 $            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
                                     ------------------------------------------.
[ ]  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  balances  from
     03-02-2005 at the rate of 8.000 % per year until 02-15-2015.
     ----------                ------                 ----------
[ ]  Variable Rate: This rate may then change as stated below.
     [ ]  Index Rate: The future rate will be          the following index rate:
                                             ---------
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------
     [ ]  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
                                                                             ---
     --------------------------------------------------------------------------.
          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       % or less than            %.
                                              ------                ----------
          The rate may not change  more than        %  each                    .
                                              ------        -------------------
          Effect of Variable  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 Actual/365 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:
     [x]  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         days after it is due, I
     agree to pay a late charge of               -------                       .
                                   --------------------------------------------
[ ]  ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
     charges which [ ] are [ ] are not included in the principal amount above:
                                                                              --
     --------------------------------------------------------------------------.
PAYMENTS: I agree to pay this note as follows:
120 monthly payments of $6,896.53 beginning 03-15-2005.







<PAGE>


ADDITIONAL TERMS:


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----------------------------------------------------
[x] SECURITY: This note is separately secured by        PURPOSE: The purpose of this loan is to finance Stock
(describe separate document by type and date):          Repurchase from Brooke Corporation   ----------------
                                                        ----------------------------------------------------.

Real Estate  Mortgage  dtd 3/2/2005 for property in
Shawnee County, KS at 1303 SW First American Place,     SIGNATURES: I AGREE TO tHE TERMS OF THIS NOTE
Topeka, KS & possibly Commercial Security Agreement     (INCLUDING THOSE ON PAGE 2). I have received a copy on
for substituted collateral.                             today's date.

(This section is for your  internal use.  Failure to
list a separate security document does not mean the     First American Capital Corporation
agreement will not secure this note.)
----------------------------------------------------

Signature for Lender                                             /s/ John F. Van Engelen
                                                           -----------------------------------------------------
                                                           John F. Van Engelen


    /s/ Michael Lowery
---------------------------------------------              --------------------------------------------------
Michael Lowry, President

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


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

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                                       2
<PAGE>




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:  The law of the state in which you are located will govern this
note.  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  as 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 agree 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 and
credit,  repaying a part of the  principal  will not  entitle  me to  additional
credit.


                                       3
<PAGE>

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:
     (1)  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 note 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 the extent 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
debt or  agreement I have with you; (4) any other  creditor of mine  attempts to
collect any debt I 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;
(2) I do or 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 my 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;  (11) 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.


                                       4
<PAGE>

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 this note by all or less  than all of us will not  release  me
from my 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: Language Omitted.

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 any 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.

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

     DATE OF        PRINCIPAL     BORROWER'S      PRINCIPAL     PRINCIPAL      INTEREST      INTEREST      INTEREST
   TRANSACTION       ADVANCE       INITIALS       PAYMENTS       BALANCE         RATE        PAYMENTS        PAID
                                     (not                                                                  THROUGH:
                                   required)
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------
                   $                            $              $                        %  $
------------------ ------------- -------------- -------------- ------------- ------------- ------------- -------------

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