========================================






                   BRANCH PURCHASE AND ASSUMPTION AGREEMENT

                                     between

                                    GOLD BANK

                                       and

                         OLNEY BANCSHARES OF TEXAS, INC.



        OKLAHOMA CITY, EL RENO, KINGFISHER, HENNESSEY AND ENID BRANCHES




                                January 12, 2005





                   ========================================


<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

ARTICLE I        PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF
                 LIABILITIES...................................................1
  Section 1.01   Purchase of Assets............................................1
  Section 1.02   Assumption of Liabilities.....................................4
  Section 1.03   Names and Marks...............................................4

ARTICLE II       CLOSING, CALCULATION OF PURCHASE PRICE AND CLOSING
                 DELIVERIES....................................................5
   Section 2.01  The Closing...................................................5
   Section 2.02  The Closing Date..............................................5
   Section 2.03  Retirement Accounts...........................................5
   Section 2.04  Calculation and Payment of Purchase Price.....................5
   Section 2.05  Allocation of Purchase Price..................................7
   Section 2.06  Prorations....................................................7
   Section 2.07  Closing Deliveries............................................7

ARTICLE III      REPRESENTATIONS AND WARRANTIES OF SELLER......................9
   Section 3.01  Organization..................................................9
   Section 3.02  Authorization.................................................9
   Section 3.03  Non-Contravention............................................10
   Section 3.04  Compliance with Law..........................................10
   Section 3.05  Regulatory Enforcement Actions...............................10
   Section 3.06  Litigation...................................................10
   Section 3.07  Title to Real Property and Other Assets......................10
   Section 3.08  Loans, Deposits and Book Values..............................10
   Section 3.09  Brokerage11..................................................11
   Section 3.10  Statements True and Correct..................................11

ARTICLE IV       REPRESENTATIONS AND WARRANTIES OF BUYER......................11
   Section 4.01  Organization.................................................11
   Section 4.02  Authorization................................................11
   Section 4.03  Non-Contravention............................................11
   Section 4.04  Consents to Transaction......................................11
   Section 4.05  Litigation...................................................12
   Section 4.06  Financial Information........................................12
   Section 4.07  Compliance with Capital Adequacy and Debt Guidelines.........12
   Section 4.08  Community Reinvestment Act...................................12
   Section 4.09  Brokerage....................................................12
   Section 4.10  Statements True and Correct..................................13


                                       i
<PAGE>



ARTICLE V        AGREEMENTS OF THE SELLER.....................................13
   Section 5.01. Business in Ordinary Course..................................13
   Section 5.02. Breaches.....................................................13
   Section 5.03. Consents to Assumed Contracts................................13
   Section 5.04. Title Commitment.............................................14
   Section 5.05. Consummation of Agreement....................................14
   Section 5.06. Access to Information........................................14
   Section 5.07. Loan Participations..........................................14

ARTICLE VI       AGREEMENTS OF THE BUYER......................................15
   Section 6.01. Regulatory Approvals.........................................15
   Section 6.02. Breaches.....................................................15
   Section 6.03. Consummation of Agreement....................................15
   Section 6.04. Access to Information........................................15

ARTICLE VII      CONDITIONS PRECEDENT TO THE BRANCH PURCHASE AND ASSUMPTION...16
   Section 7.01. Conditions to Seller's Obligations...........................16
   Section 7.02. Conditions to Buyer's Obligations............................16

ARTICLE VIII     TERMINATION OR ABANDONMENT...................................17
   Section 8.01. Mutual Agreement.............................................17
   Section 8.02. Breach of Representations or Agreements......................17
   Section 8.03. Failure of Conditions........................................17
   Section 8.04. Approval Denial..............................................17
   Section 8.05. Automatic Termination........................................18

ARTICLE IX       TRANSITIONAL AND POST-CLOSING MATTERS........................18
   Section 9.01. Notification to Branch Office Customers......................18
   Section 9.02. Payment of Instruments.......................................19
   Section 9.03. Statements...................................................19
   Section 9.04. Limited Correspondent........................................19
   Section 9.05. Uncollected Items............................................19
   Section 9.06. ACH..........................................................19
   Section 9.07. Loans and Deposits...........................................20
   Section 9.08. Credit Life Insurance........................................20
   Section 9.09. Non-Solicitation.............................................20
   Section 9.10. Maintenance of Records.......................................20
   Section 9.11. Information Reporting........................................21
   Section 9.12. Transition...................................................21
   Section 9.13. Overdrafts...................................................21
   Section 9.14. Banking Market...............................................21

ARTICLE X        INDEMNIFICATION..............................................22
   Section 10.01.Indemnification of Buyer.....................................22
   Section 10.02.Indemnification of Seller....................................22

                                       ii
<PAGE>


   Section 10.03.Indemnification Limits.......................................23
   Section 10.04.Indemnification Procedures...................................23

ARTICLE XI       GENERAL......................................................24
   Section 11.01.Confidential Information.....................................24
   Section 11.02.Publicity....................................................24
   Section 11.03.Return of Documents..........................................24
   Section 11.04.Notices......................................................24
   Section 11.05.Expenses.....................................................25
   Section 11.06.Liabilities..................................................26
   Section 11.07.Nonsurvival of Representations, Warranties and Agreements....26
   Section 11.08.Entire Agreement.............................................26
   Section 11.09.Headings and Captions........................................26
   Section 11.10.Waiver, Amendment or Modification............................26
   Section 11.11.Rules of Construction........................................26
   Section 11.12.Counterparts.................................................26
   Section 11.13.Successors and Assigns.......................................26
   Section 11.14.Governing Law; Assignment....................................27
   Section 11.15.Permitted Exceptions.........................................27
   Section 11.16.Time of Essence..............................................27

Schedule 1.01(c)(i) - ATM Facilities
Schedule 1.01(c)(ii) - Certain Excluded Personal Property
Schedule 1.01(d)(iii) - Excluded Loans
Schedule 101(d)(vi) - Other Retained Loans
Schedule 4.06 - Description of Financing

Exhibit A - Form of Assignment and Assumption of Deposit Liabilities Agreement
Exhibit B - Form of Assignment and Assumption of Contracts Agreement
Exhibit C - Form of Bill of Sale Exhibit D - Form of Assignment, Transfer and
            Appointment of Successor Trustee for IRA Accounts
Exhibit E - Form of Limited Power of Attorney



                                       iii
<PAGE>



                   BRANCH PURCHASE AND ASSUMPTION AGREEMENT
                   ----------------------------------------


     THIS BRANCH PURCHASE AND ASSUMPTION  AGREEMENT  (this  "Agreement") is made
and executed as of January 12, 2005, by and between Gold Bank, a Kansas  banking
corporation with its main office located in Leawood, Kansas ("Seller") and Olney
Bancshares of Texas, Inc., a Texas corporation ("Buyer") (as used herein, unless
the context  clearly  indicates  otherwise,  the term "Buyer"  shall include any
wholly-owned existing, or newly acquired or chartered,  subsidiary bank to which
Olney Bancshares of Texas, Inc. may assign its rights under this Agreement).

                                    RECITALS

     A. Seller  operates  branch banking  offices located at (i) 101 North Rock
Island,  El Reno,  Oklahoma  and  2409  Country  Club  Road,  El Reno,  Oklahoma
(collectively,  the "El Reno Branches"); (ii) 510 North Commerce, Enid, Oklahoma
(the "Enid  Branch");  (iii) 101 North Main  Street,  Hennessey,  Oklahoma  (the
"Hennessey Branch");  (iv) 1209 South Main,  Kingfisher,  Oklahoma and 320 North
Main Street, Kingfisher, Oklahoma (collectively, the "Kingfisher Branches"); and
(v) 10900 Hefner Pointe Drive,  Oklahoma  City,  Oklahoma  (the  "Oklahoma  City
Branch") (all together, the "Branch Offices").

     B. Seller desires to sell and Buyer desires to acquire the Branch Offices,
and, in that regard,  Seller  desires to sell and Buyer  desires to purchase and
acquire certain assets related thereto located at the Branch Offices.

     C. Seller desires to transfer and Buyer desires to assume certain  deposit
accounts  maintained at or for the Branch Offices and certain other  liabilities
pertaining to the continuing operations thereof.

                                    AGREEMENT

      ACCORDINGLY, in consideration of the premises and the mutual covenants and
agreements set forth in this Agreement, the parties agree as follows:

                                   ARTICLE I
                                   ---------

           PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES
           ---------------------------------------------------------

     Section  1.01.  Purchase  of  Assets.  Upon the terms and  subject  to the
conditions  and  representations  set forth herein,  Seller shall sell,  convey,
assign and transfer to Buyer,  and Buyer shall  purchase and accept from Seller,
all  right,  title  and  interest  of  Seller  in and to  the  following  assets
(collectively, the "Assets") as of the close of business on the Closing Date (as
defined in Section 2.02 below):

          (a)  Books and  Records.  All  books,  records  and  files  directly
relating to the Assets and the Assumed  Liabilities  (as defined in Section 1.02
below) being transferred to Buyer hereunder (collectively, the "Records").



<PAGE>


          (b) Real Property. All of Seller's interest in the real estate located
at (i) 101 North Rock Island, El Reno, Oklahoma; (ii) 2409 Country Club Road, El
Reno, Oklahoma;  (iii) 510 North Commerce,  Enid, Oklahoma;  (iv) 101 North Main
Street, Hennessey, Oklahoma; (v) 1209 South Main, Kingfisher, Oklahoma; (vi) 320
North Main Street,  Kingfisher,  Oklahoma;  and (vii) 10900 Hefner Pointe Drive,
Oklahoma City, Oklahoma,  upon which the Branch Offices are operated,  including
the  buildings  and  other  improvements   thereto   (collectively,   the  "Real
Property").

          (c) Personal    Property.    The    furniture,    fixtures, equipment,
improvements and other items of tangible personal property located at the Branch
Offices as of the close of  business  on the Closing  Date,  together  with sign
structures,  all personal  property used in connection with the safe deposit box
business  being  transferred  to Buyer  hereunder  (exclusive of the contents of
leased  safe  deposit  boxes),  and  the  automatic  teller  machine  facilities
described  in  Schedule  1.01(c)(i)  hereto  (the  "ATMs")  (collectively,   the
"Personal  Property");  provided,  however, that the personal property shall not
include (i) certain  equipment related to the centralized data processing center
maintained  at the branch  located at 320 N.  Main,  Kingfisher  as set forth on
Schedule  1.01(c)(ii)  hereto and (ii) any additional  equipment which Buyer and
Seller mutually agree in writing prior to the Closing Date to exclude. If, prior
to the Closing  Date,  any item of Personal  Property  is stolen,  destroyed  or
otherwise lost, such item shall be excluded from the sale  contemplated  hereby,
and the term "Personal  Property" as used herein shall exclude any such item(s).
If, prior to the Closing Date, any item of Personal  Property is damaged by fire
or other  casualty,  such item(s),  if reasonably  repairable,  shall be sold to
Buyer (in  accordance  with the  provisions  hereof) and the insurance  proceeds
relating to such item shall be assigned to Buyer,  it being  understood  that if
any such item is not reasonably  repairable,  it shall be excluded from the sale
contemplated hereby.

        (d) Loans.  All loans of  Seller attributable to the Branch Offices (the
"Loans"); provided, that Loans:

              (i)   shall not include  any  loan  that is  repaid  in full as to
                    principal and interest prior to the Closing Date;

              (ii)   shall include all Loans attributable to the Branch Offices,
                     whether  or  not  funded,  carried  on  the  books  of  the
                     Branch  Offices,  together  with  all  of  Seller's  right,
                     title  and   interest  in   any  collateral  securing  such
                     loans;  and  shall  include  Loans  originated  both before
                     and  after  the  date of this Agreement, provided Buyer has
                     had  an  opportunity  to  review,  after  the  date of this
                     Agreement  and  prior  to the Closing,  any Loans in excess
                     of  $100,000  which (A)  were  originated  by   the  Branch
                     Offices   after   December  17,  2004,   the    date  Buyer
                     completed   its  initial  due   diligence     review  ("New
                     Loans"),  and  (B) were  attributed to  the  Branch Offices
                     as  of  December 17,  2004 for which Seller  increased  the
                     principal  balance  (excluding draws  on committed lines of
                     credit) by  more  than $100,000  after  December 17,  2004,
                     over  the  principal  balance  as   of  December  17,  2004
                     ("Loan Increases"), which  New  Loans  and  Loan  Increases


                                       2
<PAGE>


                     Seller  and  Buyer  agree to  negotiate  in  good  faith to
                     include after such review;

              (iii)  shall not include the excluded loans identified by Buyer on
                     Schedule 1.01(d)(iii) hereto, the total principal amount of
                     which not to exceed $5,000,000;

              (iv)   shall  not  include any loan guaranteed by the Farm Service
                     Agency ("FSA")  or  subject  to  the  FSA's interest-assist
                     program (the "FSA Loans");

              (v)    in addition to FSA Loans, shall  not include any other loan
                     made  to  a  FSA Borrower (as defined below) ("FSA Borrower
                     Affiliated Loans");

              (vi)   shall not include  any  loan or letters of credit set forth
                     on Schedule 1.01(d)(vi) hereto;

              (vii)  shall  include  all  deposit-related  overdrafts, including
                     overdrafts  pursuant  to  an  overdraft protection plan, if
                     any, authorized  and  maintained on the books of the Branch
                     Offices  in  association  with  Seller's  existing   policy
                     regarding overdrafts other than  overdrafts  related  to an
                     FSA Borrower; and

              (viii) shall include  all fully charged-off assets associated with
                     the Branch Offices,  provided, the charged-off assets shall
                     not include any  charged-off  assets  which Buyer elects in
                     writing prior to the Closing not to receive.

All Loans shall be assigned to Buyer without recourse against Seller and without
any  warranties   or   representations   as   to  their  collectibility  or  the
creditworthiness of any of the obligors of such Loans.

All loans that are  excluded  from the  definition  of "Loans"  pursuant to this
Section 1.01(d) are referred to herein as the "Excluded Loans"). As used in this
Agreement,  the term "FSA  Borrower"  shall  mean a person  or entity  that is a
borrower  (and any  affiliate of such  borrower)  under a loan made by Seller to
such   borrower   that  is   guaranteed  by  the  FSA  or  subject  to  the  FSA
interest-assist program.

          (e) Assumed   Contracts.   Seller's  rights  under, or created by, the
Assumed Contracts (as defined in Section 1.02(b) below).

          (f) Cash on Hand.   All teller working cash, petty cash and vault cash
at the Branch Offices, together  with  all  cash at the ATMs, as of the close of
business on the Closing Date (the "Cash on Hand").


                                       3
<PAGE>


          (g) Safe  Deposit Box Business.  All safe deposit box business located
at the Branch Offices as of the close of business on the Closing Date (the "Safe
Deposit  Box  Business").  The  Safe  Deposit  Box  Business  includes,  without
limitation,  safe  deposit  box  contracts,  the  removable  safe  deposit boxes
(exclusive of the contents of leased safe deposit boxes) and safe deposit stacks
in the vault and all keys and combinations thereto.

     Section 1.02.  Assumption of Liabilities. Upon the terms and subject to the
conditions  set forth  herein,  Seller shall  transfer and assign to Buyer,  and
Buyer  shall  assume from Seller and agree to pay,  perform  and  discharge,  by
documentation  reasonably satisfactory as to form and substance to Seller, as of
the close of business on the Closing Date, the following  liabilities,  and none
other (collectively, the "Assumed Liabilities"):

          (a) Deposit Liabilities.  All  deposit  liabilities  maintained at the
Branch  Offices,  in accordance  with the terms of the agreements  pertaining to
such  deposits,  as shown on the books and  records of Seller as of the close of
business on the Closing  Date,  including  accrued but unpaid  interest  thereon
through the  Closing  Date,  except as provided in Sections  1.02(c) and 2.03(c)
hereof (the  "Deposits"  or "Deposit  Liabilities").  As used  herein,  the term
"Deposit  Liabilities"  shall  include  all of the deposit  products  offered by
Seller  from  the  Branch  Offices,  including,  without  limitation,   passbook
accounts,  statement  accounts,  checking accounts,  money market accounts,  and
certificates of deposit.

          (b) Assumed Contracts.  The  obligations  and  liabilities  of  Seller
arising from and after the Closing Date under any and all  contracts  and leases
necessary  for the  operation  or  maintenance  of the Branch  Offices  that are
assignable  by  Seller  to  Buyer,  (collectively,   the  "Assumed  Contracts"),
including  without  limitation  the  lease for the  Oklahoma  City  Branch,  but
excluding any contracts with respect to originating or servicing FSA loans.

          (c) Liabilities  Not  Assumed  by  Buyer. Other than those liabilities
specifically  assumed in Sections 1.02(a),  1.02(b) and 2.03 hereof, Buyer shall
not  assume  (i) any  Deposit  Liabilities  of any  FSA  Borrower  or  (ii)  any
liabilities  of Seller,  whether  known or unknown,  disclosed  or  undisclosed,
contingent or  otherwise,  which have arisen or may arise or be  established  in
connection  with the  conduct of  business  at the Branch  Offices  prior to the
Closing Date,  including  without  limitation any claims or liabilities  arising
from  or  in  connection  with  any  FSA  Loans  (collectively,   the  "Excluded
Liabilities").

          Section 1.03.  Names and Marks.  Seller  is  not  selling,  assigning,
conveying,  transferring or delivering,  nor shall Buyer acquire,  any rights or
interest in or to: (a) the name "Gold Bank" or any  derivation  thereof,  or (b)
any logos, service marks or trademarks,  advertising materials or slogans or any
similar items used by Seller or any  affiliate of Seller in connection  with its
business, whether or not such is or was copyrighted or registered. Preceding the
Closing Date,  Seller shall begin the removal from the Branch  Offices of signs,
logos and other insignia  identifying or identified with Seller. No signs, logos
or insignia  identifying or identified with Buyer may be installed in or affixed
to the  premises  until  after the close of business  on the last  business  day
preceding the Closing.  On and after the Closing  Date,  Buyer shall not use the
name or service mark of Seller in any manner in connection with the operation of
the Branch  Offices,  except in accordance  with the  provisions of Section 9.01
hereof. No activity conducted by Buyer


                                       4
<PAGE>


on or after the  Closing  Date shall  state or imply  that  Seller is in any way
involved as a partner,  joint  venturer or  otherwise  in the business of Buyer.
Buyer shall return to Seller any remaining  signs,  logos and insignia of Seller
removed by Buyer from the Branch Offices after Closing.

                                   ARTICLE II
                                   ----------

         CLOSING, CALCULATION OF PURCHASE PRICE AND CLOSING DELIVERIES
         -------------------------------------------------------------

     Section 2.01.  The Closing.  The  closing  of  the  purchase and assumption
transaction  contemplated  by this Agreement (the "Closing") shall take place at
the Oklahoma City Branch, or at such other location as the parties may agree, at
10:00 a.m. Central  Time  on the  Closing Date described in Section 2.02 of this
Agreement.

     Section 2.02.  The Closing Date.  The Closing  shall  take  place on a date
mutually agreed upon, in writing, by the parties,  but in any case, on or before
the  thirty-first  (31st) day following  the receipt of all  approvals  from any
regulatory  authorities  having  jurisdiction over the transaction  contemplated
hereby,  and the  satisfaction of all conditions and the lapse of all applicable
waiting periods associated  therewith.  The purchase and assumption  transaction
contemplated by this Agreement  shall become  effective at the close of business
on the day of the Closing (the "Closing Date").

     Section 2.03.  Retirement Accounts.

          (a) At  the Closing, Seller shall resign as trustee and custodian with
respect to any individual  retirement account ("IRA Account") as to which Seller
is  trustee  or  custodian  and as to which one or more of the  assets  included
therein is a deposit  included  within the Deposits  transferred to Buyer on the
Closing Date, other than any IRA Account associated with any FSA Borrower, which
accounts  shall remain with Seller.  At the Closing,  Seller shall  designate or
appoint Buyer as successor trustee or custodian under each such IRA Account.

          (b) Buyer covenants and agrees that it will, following its designation
or  appointment  as  successor  trustee  or  custodian  under the IRA  Accounts,
promptly and faithfully perform,  fulfill, and discharge each of the obligations
required  to be  performed  by the  trustee or  custodian  with  respect to such
accounts  pursuant to law, or pursuant to the governing  documents  establishing
such IRA Account.

          (c) If  an  individual  depositor  holding  an  IRA Account refuses to
accept the designation or appointment of Buyer as successor trustee or custodian
with respect to any such IRA Account, Buyer shall promptly so inform Seller, and
none of the deposits  contained in such IRA Account  shall be treated as Deposit
Liabilities hereunder, but shall remain the liability and obligation of Seller.

     Section 2.04.  Calculation  and  Payment of Purchase Price. The calculation
and payment of the Purchase Price (defined herein) shall be made as follows:

          (a) Buyer shall pay to Seller an amount of cash (the "Purchase Price")
equal to:


                                       5
<PAGE>


              (i)    the Acquisition Value (defined herein) of the Assets;

              (ii)   plus, a premium of $34,000,000.00 (the "Premium");

              (iii)  plus, the  net  amount  of  any  prorated items required by
                     Section 2.06 hereof owed by Buyer to Seller;

              (iv)   minus,  the  aggregate  amount  of  principal  and  accrued
                     interest on the Deposit Liabilities;

              (v)    minus,  the  net  amount  of any prorated items required by
                     Section 2.06 hereof owed by Seller to Buyer.

If the Purchase Price calculated pursuant to the foregoing formula is a negative
amount,  then  Seller  shall pay to Buyer the  absolute  value of such  Purchase
Price.

          (b) On  the  Closing  Date,  Buyer  shall  transfer to Seller, by wire
transfer in immediately  available funds to an account  designated by Seller, an
amount which Seller and Buyer  estimate to be the amount of the Purchase  Price,
which estimated amount shall be based upon actual or good faith estimates of the
foregoing amounts as of the close of business on the third business day prior to
the Closing Date (the "Estimated Purchase Price").

          (c) On  the  fifteenth  (15th)  business day after the Closing Date or
such earlier date as may be agreed to in writing by the parties (the "Adjustment
Payment Date"), an adjustment  payment (the "Adjustment  Payment") shall be made
either  by  Seller  to Buyer or by Buyer to  Seller,  as  appropriate,  so as to
correct any discrepancy  between the amount of the Estimated Purchase Price paid
under the preceding  paragraph and the Purchase  Price  calculated in accordance
with this Section 2.04.  Seller shall provide to Buyer a closing statement which
reflects the  calculation  of the Adjustment  Payment  relative to the Estimated
Purchase  Price.  The  Adjustment  Payment due to either party  pursuant to this
paragraph  shall be paid to such  party on the  Adjustment  Payment  Date by the
other  party by wire  transfer  in  immediately  available  funds to an  account
designated  by the payee  party,  with  interest  thereon  from the Closing Date
through the  Adjustment  Payment Date at a rate equal to the  effective  Federal
Funds rate as published by the Federal Reserve.

          (d) For  purposes  of  this  Agreement, the "Acquisition Value" of the
Assets shall be the sum of the following:

              (i)    the   aggregate outstanding principal and earned but unpaid
                     interest  on  the  Loans,  together  with  any late charges
                     accrued  thereon as of the close of business on the Closing
                     Date,  determined  in accordance  with  generally  accepted
                     accounting principals consistently applied ("GAAP");

              (ii)   the Cash on Hand as of the close of business on the Closing
                     Date;


                                       6
<PAGE>


              (iii)  plus,  the net book value of the Real Property and Personal
                     Property  on  Seller's  books  as  of  the end of the month
                     immediately  preceding  the month in which the Closing Date
                     occurs, determined in accordance with GAAP;

              (iv)   minus, $400,000 (the agreed loan loss reserve transfer).

     Section 2.05.  Allocation  of  Purchase  Price.  The  Purchase  Price,   as
adjusted in accordance with Section 2.04(c) above,  and the liabilities  assumed
by Buyer  pursuant to Section 1.02 hereof  shall be  allocated on an  allocation
schedule to be agreed upon by Buyer and Seller  prior to the Closing  Date.  The
allocation is intended to comply with the allocation  method required by Section
1060 of the Internal  Revenue Code of 1986,  as amended.  The parties  shall (i)
each  report  the  federal,  state and local and other tax  consequences  of the
purchase and assumption  contemplated  hereby  (including the filing of Internal
Revenue Service Form 8594) in a manner consistent with such allocation  schedule
and (ii)  take no  position  in any tax  filing,  return,  proceeding,  audit or
otherwise which is inconsistent with such allocation.

     Section 2.06. Prorations.  The parties intend that Seller shall operate for
its own account the business  conducted at the Branch Offices until the close of
business on the Closing Date, and that Buyer shall operate such business for its
own  account  on  and  after  the  Closing  Date.  Thus,   except  as  otherwise
specifically provided in this Agreement,  items of expense directly attributable
to the  operation  of the Branch  Offices  (which  shall not include any general
overhead  expenses  of Seller)  shall be prorated as of the close of business on
the Closing Date,  whether or not such  adjustment  would normally be made as of
such time, including,  without limitation, (i) telephone,  electric, gas, water,
and other  utility  services (to the extent it is not possible to transfer  such
services into the name of Buyer as of the Closing Date),  (ii) taxes  associated
with the Real  Property and Personal  Property,  (iii)  assessments  (including,
without limitation,  assessments  attributable to FDIC deposit insurance),  (iv)
payments  due on Assumed  Contracts,  and (v)  similar  expenses  related to the
Assets  transferred  hereunder.  To the extent any such item has been prepaid by
Seller  for a  period  extending  beyond  the  Closing  Date,  there  shall be a
proportionate adjustment in favor of Seller.  Notwithstanding the foregoing, any
unearned non-interest income associated with the Safe Deposit Box Business shall
not be prorated between the parties as of the Closing Date.

     Section 2.07.  Closing Deliveries.

          (a) Seller's Closing Deliveries. At the Closing, Seller shall deliver
to Buyer:

              (i)    a  Certificate  or  Certificates  signed  by an appropriate
                     officer   of   Seller   stating   that  (A)   each  of  the
                     representations  and warranties  contained in Article Three
                     is true and correct in all  material  respects at  the time
                     of the Closing with    the same force and effect as if such
                     representations  and warranties  had been made at  Closing,
                     and (B) all of the conditions set forth in Sections 7.02(b)
                     and  7.02(d),  insofar  as  Section  7.02(d)  pertains   to
                     approvals required to


                                       7
<PAGE>


                     be  obtained by  Seller,  have  been  satisfied  or  waived
                     as provided therein;

              (ii)   evidence  of   payment  to   Buyer,  by  wire  transfer  in
                     immediately  available  funds  to  an account designated by
                     Buyer, of the Estimated Purchase Price;

              (iii)  an   executed    Assignment   and  Assumption   of  Deposit
                     Liabilities   Agreement   in   substantially  the  form set
                     forth in Exhibit A hereto;

              (iv)   an   executed   Assignment   and  Assumption  of  Contracts
                     Agreement  in  substantially  the form set forth in Exhibit
                     B hereto;

              (v)    an  executed  Bill  of Sale in  substantially  the form set
                     forth in Exhibit C hereto;

              (vi)   executed  special  warranty deeds,  (subject  to  Permitted
                     Exceptions,  as  such  term  is defined  in  Section  11.15
                     hereof) conveying the Real Property to Buyer;

              (vii)  an  executed  Assignment,  Transfer  and   Appointment   of
                     Successor  Trustee  for  IRA  Accounts in substantially the
                     form set forth in Exhibit D;

              (viii) an  executed  Limited  Power  of Attorney in  substantially
                     the form set forth in Exhibit E;

              (ix)   such   other   bills   of  sale,  assignments,   and  other
                     instruments  and   documents   as   counsel  for  Buyer may
                     reasonably   require   as  necessary   or   desirable   for
                     transferring,  assigning   and   conveying  to  Buyer good,
                     marketable and insurable title to the Assets;

              (x)    listings  of  the  Deposit  Liabilities  as  of the Closing
                     Date  (the  "Deposit  Listings")  on  magnetic     tape  or
                     utilizing  such  other  method of  information  transfer as
                     the parties  may  mutually agree,  which  Deposit  Listings
                     shall  include,  for each  account,  the   account  number,
                     outstanding principal balance, and accrued interest;

              (xi)   such  Records  as  are capable of being delivered to Buyer,
                     which  Records  (other  than the current  promissory  notes
                     related  to  the  Loans  which shall be  originals)  may be
                     delivered  by delivery  of  imaged,  photocopies  or  other
                     non-original  and  non-paper  media  in  lieu  of  original
                     copies  in  the event the  originals or hard copies of such
                     Records  are  not  reasonably  available   to  Seller   for
                     delivery to Buyer; and


                                       8
<PAGE>


              (xii)   and assignment of Seller's  lease  for the  Oklahoma  City
                      Branch, in the form reasonably acceptable to Buyer.

        (b) Buyer's Closing Deliveries.  At the Closing, Buyer shall  deliver to
Seller:

              (i)     a Certificate  or  Certificates  signed  by an appropriate
                      officer   of   Buyer   stating   that  (A)  each  of   the
                      representations   and   warranties  contained  in  Article
                      Four is  true  and  correct in all  material  respects  at
                      the time of the Closing  with the same  force  and  effect
                      as  if  such  representations   and  warranties  had  been
                      made at Closing,  and (B) all of the conditions  set forth
                      in  Sections  7.01(b)  and  7.01(d),  insofar  as  Section
                      7.01(d)  pertains  to  approvals  required  to be obtained
                      by  Buyer,  have  been  satisfied  or  waived  as provided
                      therein;

              (ii)    a  certified  copy  of  the  resolutions  of the  Board of
                      Directors  of  Buyer  authorizing  the  execution of  this
                      Agreement  and  the  consummation  of   the  purchase  and
                      assumption transaction contemplated hereby;

              (iii)   an  executed    Assignment   and   Assumption  of  Deposit
                      Liabilities   Agreement   in  substantially  the  form set
                      forth in Exhibit A hereto;

              (iv)    an  executed  Assignment   and   Assumption  of  Contracts
                      Agreement  in  substantially the form set forth in Exhibit
                      B hereto;

              (v)     an  executed  Assignment,  Transfer   and  Appointment  of
                      Successor  Trustee for  IRA  Accounts in substantially the
                      form set forth in Exhibit C hereto; and

              (vi)    an executed Receipt for Personal Property.

                                  ARTICLE III
                                  -----------

                   REPRESENTATIONS AND WARRANTIES OF SELLER
                   ----------------------------------------

      Seller hereby makes the following representations and warranties:

     Section 3.01. Organization. Seller is a banking corporation duly organized,
validly  existing  and in good  standing  under the laws of Kansas,  and has the
corporate  power to carry on its business as the same is being  conducted at the
Branch Offices and to effect the transactions contemplated herein.

     Section 3.02.  Authorization.  All necessary  corporate  actions  have been
taken to  authorize  the  execution  of this  Agreement  on  Seller's  behalf by
Seller's  duly  authorized  officers  and  the  performance  by  Seller  of  its
obligations  hereunder.  This  Agreement has been duly and validly  executed and
delivered by Seller and constitutes a legal, valid and binding obligation of


                                       9
<PAGE>


Seller,  enforceable  against  Seller in accordance  with its terms,  subject to
bankruptcy,  insolvency,  reorganization  or other  similar laws  affecting  the
enforcement of creditors' rights generally and to general  principles of equity,
whether considered in a proceeding at law or in equity.

     Section 3.03.  Non-Contravention.   The  execution  and  delivery  of  this
Agreement  by Seller  does not,  and,  subject to the  receipt  of all  required
approvals and consents,  including, but not limited to, regulatory approvals and
landlord  consents,  the  consummation of the  transaction  contemplated by this
Agreement  will not,  constitute a breach or  violation of or default  under any
law,  rule,  regulation,   judgment,  order,  governmental  permit  or  license,
agreement,  indenture,  or instrument to which Seller is a party, or by which it
or any of its assets or property is bound, which breach,  violation,  or default
would have a material adverse effect on the business or properties of the Branch
Offices after the Closing Date.

     Section 3.04.  Compliance with Law.  Seller has all  licenses,  franchises,
permits  and other  governmental  authorizations  that are  legally  required to
enable it to conduct its business at the Branch  Offices as presently  conducted
in all material respects.

     Section 3.05. Regulatory Enforcement Actions. Seller is not subject to, and
has not  received  any notice or advice  that it may be  subject  to, any order,
agreement, memorandum of understanding or other regulatory enforcement action or
proceeding  with or by any federal or state agency charged with the  supervision
or  regulation  of banks or engaged in the insurance of deposits of banks or any
other  governmental  agency  having  supervisory  or regulatory  authority  with
respect to Seller which could have a material adverse effect on the operation of
either of the Branch Offices after the Closing Date.

     Section 3.06.  Litigation.   There  is  no  litigation,  claim  or    other
proceeding  pending or, to the knowledge of Seller,  threatened,  against Seller
arising out of Seller's  operation of the Branch Offices,  materially  affecting
any of the Assets or Assumed Liabilities, or materially affecting the ability of
Seller  to carry  out this  Agreement  or any of the  transactions  contemplated
hereby.

     Section 3.07.  Title to Real  Property  and  Other  Assets.  As to the Real
Property, Seller is the owner of fee simple interests in the Real Property, free
and clear of any liens,  mortgages,  pledges  or other  security  interests  and
subject only to Permitted  Exceptions and those exceptions accepted or waived by
Buyer. In addition to the Real Property, Seller has good and marketable title to
all other assets comprising the Assets. The Assets to be transferred pursuant to
this  Agreement  are sold "AS IS,"  without  any  warranty,  express or implied,
whether  of  merchantability,  fitness  for a  particular  use  or  purpose,  or
otherwise (except as to title), all of which warranties are hereby disclaimed.

     Section 3.08.  Loans, Deposits and Book Values.  The principal  balance and
accrued  interest on each Loan and the balance of the  Deposits and the net book
value of the Real Property and Personal  Property,  in each case as shown on the
Seller's  Records,  are in accordance with GAAP. Buyer hereby  acknowledges that
Seller makes no warranties with respect to the  collectibility of the Loans, the
value of the  collateral  securing  the Loans,  or the  creditworthiness  of any
makers, guarantors or obligors thereof.


                                       10
<PAGE>


     Section 3.09.  Brokerage.  Except  for fees due, if any, to Hovde Financial
LLC pursuant to a letter  agreement,  dated November 1, 2004,  between Hovde and
Gold Banc Corporation,  Inc., the parent company of Seller,  and any fees due to
Sandler O'Neil & Partners,  L.P. pursuant to a letter agreement,  dated November
5, 2003, as amended by letter, dated November 4, 2004, the fees of which will be
paid by  Seller,  there are no  existing  claims  or  agreements  for  brokerage
commissions,  finders'  fees,  or  similar  compensation  to any person or party
engaged by or otherwise  representing Seller in connection with the purchase and
assumption transaction contemplated by this Agreement.

     Section  3.10.  Statements True and Correct.  No representation or warranty
by Seller  contained  in this  Agreement  (including,  without  limitation,  the
Schedules  hereto)  contains any untrue statement of fact or omits any statement
of fact necessary to make the statements herein not materially misleading.

                                   ARTICLE IV
                                   ----------

                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

      Buyer hereby makes the following representations and warranties:

     Section 4.01.  Organization.  Buyer  is   a  corporation  duly   organized,
validly  existing and in good standing under the laws of the State of Texas, and
has the corporate power to carry on its business as the same is being conducted.

     Section 4.02.  Authorization.  Buyer's  Board  of  Directors  has,  by  all
appropriate  action,  approved this  Agreement  and the purchase and  assumption
transaction  contemplated  herein and  authorized  the  execution  hereof on its
behalf  by its duly  authorized  officers  and the  performance  by Buyer of its
obligations  hereunder.  This  Agreement has been duly and validly  executed and
delivered by Buyer and  constitutes  a legal,  valid and binding  obligation  of
Buyer,  enforceable  against  Buyer in  accordance  with its  terms,  subject to
bankruptcy,  insolvency,  reorganization  or other  similar laws  affecting  the
enforcement of creditors' rights generally and to general  principles of equity,
whether considered in a proceeding at law or in equity.

     Section 4.03.  Non-Contravention.   The  execution  and  delivery  of  this
Agreement  by Buyer  does not,  and,  subject  to the  receipt  of all  required
approvals and consents,  including but not limited to regulatory approvals,  the
consummation  of the  transaction  contemplated  by  this  Agreement  will  not,
constitute a breach or violation of or default under any law, rule,  regulation,
judgment,  order,  governmental  permit or  license,  agreement,  indenture,  or
instrument  to which  Buyer is a party,  or by which it or any of its  assets or
property is bound,  which  breach,  violation,  or default would have a material
adverse effect on Buyer.

     Section 4.04.  Consents  to  Transaction.  The consummation of the purchase
and assumption transaction contemplated by this Agreement does not require Buyer
to obtain the prior  consent or approval of any  person,  other than  regulatory
approval from the appropriate regulatory authorities, including, but not limited
to, the approval of the Oklahoma  Banking  Department for the  establishment  by
Buyer of an Oklahoma state  chartered bank necessary to fulfill the  obligations
and commitments contained herein.


                                       11
<PAGE>


     Section 4.05. Litigation.  There  are  no  governmental  or  administrative
proceedings  or other  proceedings,  litigation,  judgment or claims  pending or
threatened against Buyer or any of its affiliates affecting the ability of Buyer
to carry out this Agreement, or any of the transactions  contemplated hereby, or
which will  materially  affect  Buyer or its  operation  of either of the Branch
Offices after the Closing Date.

     Section 4.06.  Financial Information.  Schedule  4.06  contains  a complete
description of the financing (the  "Financing")  to be used by Buyer to complete
the transactions contemplated by this Agreement and the amounts of common equity
financing  as to which Buyer has entered into binding  written  agreements  with
respect to the Financing as of the date of this Agreement; provided, the parties
acknowledge  that the description of the Financing  included on Schedule 4.06 is
based upon pro forma  information  as of September 30, 2004,  and that the final
amount of Financing will be dependent on a number of factors  occurring  between
September  30, 2004 and the Closing  Date  including,  without  limitation,  the
Buyer's  results  of  operations  and the  amount of Loans  transferred  to, and
Deposits Liabilities assumed by, Buyer. As of the date of this Agreement,  Buyer
has received  commitments  for at least eighty percent (80%) of the total amount
of  the  common   equity   portion  of  the  Financing   (the  "Initial   Equity
Commitments"),  such commitments are in full force and effect,  and Buyer has no
reason to believe that any of the conditions  contained in such commitments that
are within the control of Buyer will not be  satisfied  in  accordance  with the
terms of such  commitments.  Buyer has  delivered  to  Seller a letter  from FTN
Financial Group,  dated as of a recent date, stating that it is highly confident
that the trust preferred  securities and subordinated debt financing portions of
the Financing will be obtained by the Closing Date in order to provide  funding,
together with the funding committed through the equity financing,  to consummate
the transactions contemplated by this Agreement.

     Section 4.07.  Compliance with Capital Adequacy and Debt Guidelines.  As of
the Closing  Date,  Buyer,  on a pro-forma  basis  reflecting  the  purchase and
assumption transaction  contemplated hereby, meets or exceeds (i) all applicable
capital  adequacy  regulatory  standards,  (ii)  all  applicable  debt-to-equity
regulatory guidelines and (iii) all debt-reduction guidelines. Buyer knows of no
reason  why the  approvals,  consents  or waivers  of  governmental  authorities
required to complete the purchase and assumption transaction contemplated hereby
will not be obtained in a timely manner so as to permit the consummation of such
transaction to occur as contemplated by this Agreement.

     Section 4.08.  Community Reinvestment  Act.  Buyer is in  compliance in all
material  respects  with the  Community  Reinvestment  Act and its  implementing
regulations,  and Buyer has no  knowledge  of  threatened  or  pending  actions,
proceedings,  or allegations by any person or regulatory  agency which may cause
any applicable regulatory authority to deny any application required to be filed
pursuant to Section 6.01 hereof. In addition,  Buyer has not been advised of any
supervisory  concerns  regarding its compliance with the Community  Reinvestment
Act.

     Section 4.09.  Brokerage.  There are no existing claims or  agreements  for
brokerage  commissions,  finders' fees, or similar compensation to any person or
party engaged by or otherwise representing Buyer in connection with the purchase
and assumption transaction contemplated by this Agreement.


                                       12
<PAGE>


     Section 4.10.  Statements True and  Correct. No  representation or warranty
by Buyer  contained in this Agreement  contains any untrue  statement of fact or
omits  any  statement  of fact  necessary  to make  the  statements  herein  not
materially misleading.

                                   ARTICLE V

                            AGREEMENTS OF THE SELLER

     Section 5.01.  Business in Ordinary Course.

          (a) Except as may be required to obtain regulatory approvals     or as
otherwise may be required by any  regulatory  authority,  after the date of this
Agreement,  Seller shall not,  without the prior written consent of Buyer (which
consent shall not be unreasonably withheld):

              (i)     cause or permit any  of  the  Branch  Offices to engage or
                      participate in  any  material  transaction   or  incur  or
                      sustain any material obligation   except  in  the ordinary
                      course of business;

              (ii)    accept any deposits at  rates  in  excess  of those  being
                      paid generally at other branches of Seller; or

              (iii)   undertake  any  actions  which  are  inconsistent  with  a
                      program  to  use all  reasonable  efforts to maintain good
                      relations  with  employees  employed at, and customers of,
                      the  Branch  Offices,  unless such actions are required or
                      permitted   by   this   Agreement   or   required  by  any
                      regulatory authority.

          (b) Seller shall not,  without the prior written  consent of    Buyer,
engage in any transaction or take any action  that  would render  untrue  in any
material  respect any of the representations and warranties of Seller  contained
in Article Three hereof, if such representations and warranties were given as of
the date of such transaction or action.

          (c) Seller shall promptly notify  Buyer  in  writing of the occurrence
of any matter or event known to and directly  involving Seller,  which would not
include any changes in conditions  that affect the banking  industry  generally,
that is materially adverse to the business,  operations,  properties, assets, or
condition (financial or otherwise) of any of the Branch Offices.

     Section 5.02.  Breaches. Seller shall, in the event it has knowledge of the
occurrence,  or impending or  threatened  occurrence,  of any event or condition
which would cause or constitute a breach (or would have caused or  constituted a
breach had such event occurred or been known prior to the date hereof) of any of
its  representations or agreements  contained or referred to herein, give prompt
written  notice thereof to Buyer and use its best efforts to prevent or promptly
remedy the same.

     Section 5.03.  Consents to Assumed Contracts. Seller shall use commercially
reasonable  efforts  to  obtain  all  necessary  consents  with  respect  to all
interests of Seller in the Assumed


                                       13
<PAGE>


Contracts  which  require  the consent of another  person for their  transfer or
assumption pursuant to this Agreement, if any.

     Section 5.04. Title Commitment. Seller shall provide Buyer with commitments
for title  insurance or title opinions with respect to the Real Property  within
thirty (30) days after the  execution  of this  Agreement.  Buyer shall have ten
(10) days after the  receipt of the  commitments  for title  insurance  or title
opinions to object,  in writing,  to any  exceptions or other matters  contained
therein.  If no objections are made,  Buyer shall be deemed to have accepted the
status of title. Buyer and Seller agree that Buyer accepts and waives objections
to  Permitted  Exceptions.  Buyer and Seller  hereby  acknowledge  their  mutual
understanding  that Seller is under no  obligation  to cause any  exceptions  or
other matter to which Buyer may have objected to be corrected.

     Section 5.05. Consummation of Agreement.  Seller shall use its best efforts
to  perform  and  fulfill  all  conditions  and  obligations  on its  part to be
performed  or  fulfilled  under this  Agreement  and to effect the  purchase and
assumption  transaction  contemplated  by this Agreement in accordance  with the
terms and  provisions  hereof.  Seller shall furnish to Buyer in a timely manner
all  information,  data and documents in the  possession of Seller  requested by
Buyer as may be required to obtain any necessary  regulatory or other  approvals
of the purchase and assumption  transaction  contemplated  by this Agreement and
shall  otherwise  cooperate fully with Buyer to carry out the purpose and intent
of this Agreement.

     Section 5.06.  Access to Information.  Seller shall permit Buyer reasonable
access,  in a manner  which will avoid undue  disruption  or  interference  with
Seller's  normal  operations,  to the Branch Offices and shall disclose and make
available  to Buyer at the main  office of Seller  all  books,  documents,  safe
deposit box contents,  papers and records  relating to the Branch  Offices,  its
assets, operations, obligations and liabilities,  including, without limitation,
all books of account  (including  the general  ledger),  tax  records,  material
contracts and  agreements,  loan files,  filings with any regulatory  authority,
litigation files, and any other business  activities or prospects in which Buyer
may have a reasonable and legitimate interest in furtherance of the purchase and
assumption transaction contemplated by this Agreement.  Buyer will hold any such
information in accordance with the provisions of Section 11.01 hereof.

     Section 5.07.  Loan Participations.  On and after the Closing Date,  Seller
shall purchase, at Buyer's request, a senior participation interest in any Loan,
where such Loan, together with any other Loans that must be aggregated for legal
lending  limit  purposes,  exceeds  Buyer's  legal  lending  limit.  The  senior
participation  interest  shall be in an amount equal to the principal  amount of
the Loan in excess of the Buyer's legal lending  limit.  If a group of Loans are
aggregated  for legal lending  limit  purposes,  Seller shall  purchase a senior
participation interest in each Loan. So long as such Loan is not in default, all
payments of principal on such  participated  Loan shall be allocated and paid to
Seller until  Seller's  senior  participation  interest is reduced to zero. If a
participated  Loan is in default,  payments of principal shall be allocated on a
pro rata basis  among all lenders  having an interest in such Loan.  Payments of
interest shall be allocated on a pro rata basis.


                                       14
<PAGE>


                                   ARTICLE VI
                                   ----------

                             AGREEMENTS OF THE BUYER
                             -----------------------

     Section 6.01.  Regulatory  Approvals.  Buyer  shall file, within forty-five
(45) days after the date of this Agreement, all regulatory applications required
in order to consummate the purchase and assumption  transaction  contemplated by
this Agreement,  including,  without limitation,  the necessary applications for
the  establishment of an Oklahoma  state-chartered  bank and the approval of the
Oklahoma Banking Department and the Federal Deposit Insurance Corporation of the
transactions  contemplated  herein.  Buyer shall provide to Seller a copy of the
non-confidential  portions of such  applications and  correspondence  pertaining
thereto  contemporaneously  with the filing or receipt of same. Seller will hold
any such  information  which is nonpublic in confidence  in accordance  with the
provisions  of Section  11.01  hereof.  Buyer shall  timely  file all  documents
required to obtain all necessary permits and approvals required to carry out the
purchase and assumption  transaction  contemplated by this Agreement,  shall pay
all  expenses  incident  thereto  and shall use its best  efforts to obtain such
permits and approvals on a timely basis.  Buyer shall provide Seller, as soon as
is  reasonable,  copies  of  correspondence  between  Buyer  and  the  pertinent
regulatory  agencies  relating to such  applications,  to include,  for example,
correspondence   relating  to  a  regulatory  agency's  request  for  additional
information, acknowledgement of acceptance of any regulatory application, notice
of  non-acceptance  of any  regulatory  application,  approval of any regulatory
application,  earliest date for consummation  provided by any regulatory  agency
and any proof of publication received by Buyer from any newspaper publishing the
public notices contemplated by this Agreement.

     Section 6.02.  Breaches.  Buyer shall, in the event it has knowledge of the
occurrence,  or impending or  threatened  occurrence,  of any event or condition
which would cause or constitute a breach (or would have caused or  constituted a
breach had such event occurred or been known prior to the date hereof) of any of
its  representations or agreements  contained or referred to herein, give prompt
written notice thereof to Seller and use its best efforts to prevent or promptly
remedy the same.

     Section 6.03.  Consummation  of Agreement. Buyer shall use its best efforts
to  perform  and  fulfill  all  conditions  and  obligations  on its  part to be
performed  or  fulfilled  under this  Agreement  and to effect the  purchase and
assumption  transaction  contemplated  by this Agreement in accordance  with the
terms and conditions hereof.

     Section 6.04.  Access to Information.  Buyer shall permit Seller reasonable
access in a manner  which will  avoid  undue  disruption  or  interference  with
Buyer's  normal  operations  to its  properties  and  shall  disclose  and  make
available  to  Seller  such  information  of Buyer in  which  Seller  may have a
reasonable   and  legitimate   interest  in  furtherance  of  the   transactions
contemplated  by this  Agreement.  Buyer shall also afford to the  officers  and
authorized  representatives of Seller reasonable access to its books and records
related  to any FSA Loans or FSA  Related  Borrowers  and shall  cooperate  with
Seller in conducting any investigation of any such books or records. Seller will
hold any such  information  which is nonpublic in confidence in accordance  with
the provisions of Section 11.01 hereof.


                                       15
<PAGE>


                                  ARTICLE VII
                                  -----------

          CONDITIONS PRECEDENT TO THE BRANCH PURCHASE AND ASSUMPTION
          ----------------------------------------------------------

     Section 7.01.  Conditions to Seller's Obligations.  Seller's obligations to
effect the purchase and assumption  transaction  contemplated  by this Agreement
shall be subject to the  satisfaction  (or waiver by Seller)  prior to or on the
Closing Date of the following conditions:

          (a) The representations and warranties made by Buyer in this Agreement
shall be true in all  material  respects on and as of the Closing  Date with the
same effect as though such representations and warranties had been made or given
on the Closing Date;

          (b) Buyer shall have  performed  and complied in all material respects
with all of its obligations and agreements required to be performed prior to the
Closing Date under this Agreement;

          (c) No  temporary  restraining  order,  preliminary  or      permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition  preventing the  consummation of the purchase and
assumption  transaction  contemplated  by this Agreement  shall be in effect nor
shall any  proceeding  by any bank  regulatory  authority or other  governmental
agency  seeking any of the  foregoing be pending.  There shall not be any action
taken, or any statute, rule, regulation or order enacted,  entered,  enforced or
deemed  applicable to the purchase and assumption  transaction  contemplated  by
this Agreement which makes the consummation of such transaction illegal;

          (d) All  necessary  regulatory  approvals,   consents,  authorizations
and  other  approvals  required  by law for  consummation  of the  purchase  and
assumption  transaction  contemplated by this Agreement shall have been obtained
in a manner and form reasonably  satisfactory to Seller, and all waiting periods
required by law shall have expired;

          (e) Seller shall  have received all documents  required to be received
from Buyer on or prior to the Closing Date, all in form and substance reasonably
satisfactory to Seller;

          (f) Buyer shall  have  accepted  the  status  of  title  as  reflected
in the commitments for title insurance or title opinions as such  commitments or
opinions may have been  modified,  delivered by Seller  pursuant to Section 5.04
hereof; and

          (g) Buyer  shall  have assigned this Agreement to a banking subsidiary
of Buyer or to a bank formed by Buyer.

     Section 7.02.  Conditions to Buyer's  Obligations.  Buyer's  obligations to
effect the purchase and assumption  transaction  contemplated  by this Agreement
shall be subject  to the  satisfaction  (or waiver by Buyer)  prior to or on the
Closing Date of the following conditions:

          (a) The  representations  and  warranties  made  by  Seller  in   this
Agreement  shall be true in all material  respects on and as of the Closing Date
with the same effect as though such representations and warranties had been made
or given on and as of the Closing Date;


                                       16
<PAGE>


          (b) Seller shall have performed and complied in all material  respects
with all of its obligations and agreements required to be performed prior to the
Closing Date under this Agreement;

          (c) No  temporary  restraining  order,  preliminary  or      permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition  preventing the  consummation of the purchase and
assumption  transaction  contemplated by this Agreement shall be in effect,  nor
shall any  proceeding  by any bank  regulatory  authority or other  governmental
agency  seeking any of the  foregoing be pending.  There shall not be any action
taken, or any statute, rule, regulation or order enacted,  entered,  enforced or
deemed  applicable to the purchase and assumption  transaction  contemplated  by
this Agreement which makes the consummation of such transaction illegal;

          (d) All necessary regulatory approvals, consents,  authorizations  and
other approvals  required by law for consummation of the purchase and assumption
transaction  contemplated by this Agreement shall have been obtained in a manner
and form reasonably  satisfactory to Buyer,  and all waiting periods required by
law shall have expired;

          (e) Buyer  shall  have received all documents  required to be received
from  Seller  on or  prior  to the  Closing  Date,  all in  form  and  substance
reasonably satisfactory to Buyer; and

          (f) Buyer shall have accepted the status  of  title  as  reflected  in
the commitments  for title  insurance or title opinions (as such  commitments or
opinions may have been  modified)  delivered by Seller  pursuant to Section 5.04
hereof.

                                  ARTICLE VIII
                                  ------------

                           TERMINATION OR ABANDONMENT
                           --------------------------

     Section 8.01.  Mutual  Agreement.  This  Agreement may be terminated by the
mutual written agreement of the parties at any time prior to the Closing Date.

     Section 8.02.  Breach of Representations  or Agreements.  In the event that
there is a  material  breach in any of the  representations  and  warranties  or
agreements  of Seller or Buyer,  which  breach is not cured within 30 days after
notice to cure such breach is given to the breaching party by the  non-breaching
party, then the  non-breaching  party may terminate and cancel this Agreement by
providing written notice of such action to the other party hereto.

     Section 8.03.   Failure  of  Conditions.  In  the  event  that  any  of the
conditions to the  obligations of either party are not satisfied or waived on or
prior to the Closing Date, and if any applicable cure period provided in Section
8.02 hereof has lapsed,  then such party may terminate and cancel this Agreement
by delivery of written notice of such action to the other party on such date.

     Section 8.04.  Approval  Denial.  If  any  regulatory  application    filed
pursuant to Section 6.01 hereof should be finally  denied or  disapproved by the
respective regulatory authority, then


                                       17
<PAGE>


this Agreement  thereupon  shall be deemed  terminated  and canceled;  provided,
however, that a request for additional information from, or undertakings by, the
applicant,  as a condition for  approval,  shall not be deemed to be a denial or
disapproval  so  long  as  the  applicant   diligently  provides  the  requested
information or agrees to the requested  undertaking.  If any  regulatory  agency
requests that an  application be withdrawn and the  applicant,  in  consultation
with the other  party to this  Agreement,  is unable to resolve  the  concern or
objections  of such  agency,  the  applicant  shall be deemed to have  failed to
obtain regulatory approval. In the event an application is denied but is subject
to an  appeal,  petition  for  review,  or  similar  such act on the part of the
applicant (hereinafter referred to as the "appeal") then the application will be
deemed denied unless the applicant and the other party to this  Agreement  agree
in writing to appeal the denial and the applicant prepares and timely files such
appeal and  continues  the  appellate  process  for  purposes of  obtaining  the
necessary approval;  provided, however, that Seller shall have the right, at its
election,  to terminate this  Agreement if such appeal remains  unresolved for a
period exceeding 60 days.

     Section 8.05. Automatic  Termination. If the Closing Date does not occur on
or prior to August 31, 2005,  then this Agreement shall thereupon be terminated;
provided,  however,  such date may be  extended by Seller by  providing  written
notice of such extension to Buyer on or prior to the date this  Agreement  would
otherwise  terminate.  Any such extension(s)  shall be in the sole discretion of
Seller.

                                   ARTICLE IX
                                   ----------

                      TRANSITIONAL AND POST-CLOSING MATTERS
                      -------------------------------------

     Section 9.01.  Notification to Branch Office Customers.  Buyer shall:

          (a) jointly  with  Seller,  as soon as practicable after the execution
and delivery of this Agreement, prepare and mail to each depositor whose Deposit
is to be assumed by Buyer, a letter, in form and substance mutually satisfactory
to the parties,  informing such depositor of the nature of such  transaction and
the  continuing  availability  of services to be provided by Buyer in the Branch
Offices on and after the Closing Date;

          (b) at its own cost and expense, cause to be printed deposit  tickets,
checks,  withdrawal orders and all other requisite banking  transactional  forms
for each account  which  constitutes  a Deposit and mail such  deposit  tickets,
checks,  withdrawal  orders  and other  forms to each  customer  having  such an
account so as to be received by such  customer on or within three (3) days prior
to  the  Closing   Date,   each  such   document  to  be  encoded  with  Buyer's
identification  numbers and to be  accompanied  by Buyer's  letter,  in form and
substance  satisfactory  to Seller,  advising  that,  from and after the Closing
Date, such newly issued deposit  tickets,  checks,  withdrawal  orders and other
forms are to be used instead of the corresponding  existing  documents of Seller
with respect to the customer's Deposit account maintained at the Branch Offices,
and that any such existing documents of Seller are to be destroyed; and

          (c) take  any  other  actions  required  by  law or  regulation  or by
any court or  regulatory  authority  to notify  customers or  depositors  of the
Branch Offices or residents of the


                                       18
<PAGE>


communities  in which the  Branch  Offices  are  located  of the  transfers  and
assumptions occurring pursuant to this Agreement.  The out-of-pocket cost of the
mailings  required by subsections  (a) and (b) of this section shall be borne by
Buyer.

    Section 9.02. Payment of Instruments. Following the Closing, Buyer agrees to
pay in accordance with law all checks,  drafts, and withdrawal orders (including
ACH debits) which are properly drawn by depositors  with respect to the Deposits
assumed by Buyer,  which are duly endorsed (or for which necessary  endorsements
are deemed supplied by applicable law) and otherwise properly payable,  in light
of  credit  balances  and  overdraft  privileges,  if  any,  applicable  to such
depositors,  and presented to Buyer by mail,  over its counters,  or through the
check-clearing  system of the  banking  industry,  and in all other  respects to
discharge,  in the  usual  course  of  the  banking  business,  the  duties  and
obligations  of  Seller  with  respect  to the  balances  due and  owing  to the
depositors whose Deposits are assumed by Buyer.

     Section 9.03. Statements.  Seller shall issue  statements  to its customers
which include all transactions with respect to the Deposits through the close of
business  on the  Closing  Date,  and  Buyer  shall  issue  statements  for  all
transactions with respect to the Deposits thereafter.

     Section 9.04.  Limited Correspondent.  For a period of sixty (60)  calendar
days after the Closing Date,  Seller shall act as Buyer's limited  correspondent
for the processing of checks, drafts and withdrawal orders drawn before or after
the Closing on the draft,  check or withdrawal order forms provided by Seller on
Deposits  assumed  by Buyer  hereunder,  and Buyer  will  honor and pay all such
checks, drafts and withdrawal orders if duly endorsed and to the extent that the
credit  balances  or  overdraft  privileges  of the  drawers  or makers  permit;
provided,  that Seller  shall  present all such  checks,  drafts and  withdrawal
orders to the Buyer's  designated courier within one (1) business day after such
checks, drafts or withdrawals are received by Seller.

     Section 9.05.  Uncollected Items.  At  Closing,  Buyer shall  establish  an
account  with Seller (the  "Clearing  Account").  Buyer and Seller  shall settle
daily through the Clearing Account the amount of all uncollected  items included
in the  Deposits on the  Closing  Date which are  returned  to Seller  after the
Closing Date as uncollected;  provided,  that Seller shall,  upon Buyer's making
such payment,  deliver each such item to Buyer and shall assign to Buyer any and
all rights  which  Seller may have or obtain in  connection  with such  returned
items.

     Section 9.06. ACH.  Prior to the  Closing  Date,  Seller  will  notify  all
Automated Clearing House ("ACH") originators  effecting debits or credits to the
accounts of the Deposit Liabilities of the purchase and assumption  transactions
contemplated  by this  Agreement.  For a period of one hundred twenty (120) days
beginning  on the  Closing  Date,  Seller  will  honor all ACH items  related to
accounts of Deposit  Liabilities  which are  mistakenly  routed or  presented to
Seller.  Seller will make no charge to Buyer for honoring  such items,  and will
use its best  efforts to  transmit to Buyer via  facsimile,  by 10:00 a.m. or as
soon as  practicable  thereafter,  each day's ACH data that is to be posted that
day.  Items  mistakenly  routed or  presented  after the  120-day  period may be
returned to the presenting  party.  Seller and Buyer shall make  arrangements to
provide for the daily  settlement  through the Clearing Account with immediately
available funds by Buyer of any ACH items honored by Seller.


                                       19
<PAGE>


     Section 9.07.  Loans  and  Deposits.  For  a period of sixty (60)  calendar
days after the Closing Date,  Seller will forward to Buyer as soon as reasonably
possible  any loan  payments  received  by  Seller  made with  respect  to Loans
purchased  by Buyer and any  deposits  received by Seller  made with  respect to
Deposits.  Buyer  shall  reimburse  Seller  upon  demand for checks  returned on
payments  forwarded by Seller to Buyer. If the balance due on any Loan purchased
pursuant to Section  1.01(d) has been reduced by Seller as a result of a payment
by check  received  prior to the Closing Date,  which item is returned after the
Closing Date, the Acquisition Value represented by the Loan transferred shall be
correspondingly  increased and an amount in cash equal to such increase shall be
paid by Buyer to Seller promptly upon demand.

     Section 9.08.  Credit Life Insurance.  Seller  and  Buyer  agree that Buyer
shall become the beneficiary of credit life and/or disability  insurance written
on any direct consumer installment loans included in the Loans and coverage will
continue to be the  obligation of the current  insurer after the Closing and for
the  duration of such  insurance  as  provided  under the terms of the policy or
certificate.  Seller  and Buyer  agree to  cooperate  in good faith to develop a
mutually  satisfactory  method by which the  current  insurer  will make  rebate
payments to and satisfy claims of the holders of such  certificates of insurance
after the  Effective  Time.  In the event  Buyer,  after the  Closing  Date,  is
required to refund to any borrower whose Loan was acquired by Buyer any unearned
credit  insurance  premium which was previously  paid to Seller as a result of a
prepayment of such Loan, Seller will promptly  reimburse Buyer for the amount of
any such  refund.  The parties'  obligations  in this Section are subject to any
restrictions contained in existing insurance contracts as well as applicable law
and regulations.

     Section 9.09.  Non-Solicitation.  Seller  agrees  that  for a period of two
years  after the Closing  Date,  Seller  will not (i)  solicit  customers  whose
deposits or loans are assumed or acquired by Buyer  hereunder to provide banking
services to such  customers,  it being  expressly  understood by Buyer that such
agreement  by Seller  shall not be  construed  to prohibit  (A) any general mass
mailings  or  other  similar  communications  made  by  Seller  which  does  not
specifically   target   customers  of  the  Branch  Offices  or  (B)  newspaper,
television, radio or similar advertisements of a general nature; or (ii) without
the prior written approval of Buyer, solicit for employment or hire any employee
of Seller who becomes an employee of Buyer upon consummation of the transactions
contemplated by this Agreement;  provided,  however, this Section 9.09 shall not
apply to the  following  employees  of Seller,  who shall remain as employees of
Seller upon  consummation  of the  transactions  contemplated by this Agreement:
Mike Bonnett, Sandra Beagle, Bonnie Cannon, Randy Waters, Cheryl Barnes, Shannon
Varner, Kay Ternes and Jeff McElroy.

     Section 9.10. Maintenance of Records.

          (a) Seller and  Buyer mutually agree to maintain all records and other
documents  relating to the Assets and Assumed  Liabilities  for such  periods as
provided in Seller and Buyer's respective record retention policies and required
by applicable law, and to examine,  inspect, copy and reproduce such records and
other  documents  relating  to such  Assets and  Assumed  Liabilities  as may be
reasonably  requested by the other party.  Any charges for such  examination and
photocopying shall be at a rate not greater than the examining party's customary
rates for similar requests by its customers.


                                       20
<PAGE>


          (b) In  addition,  Buyer  also  agrees  to  fully  cooperate  with and
assist  Seller,  and to preserve,  maintain and make available to Seller and its
representatives  all  records  and other  documents  relating  to the Assets and
Assumed  Liabilities  necessary for Seller to comply with the Order to be issued
by the District Court in Kingfisher County in the State of Oklahoma with respect
to pending litigation relating to FSA Loans made by Seller.

     Section 9.11. Information Reporting. With respect to the Loans and Deposits
purchased  and assumed by Buyer  pursuant  to this  Agreement,  Seller  shall be
responsible  for reporting to the customer and to the Internal  Revenue  Service
(and any state or local taxing  authority as required by law) all interest  paid
or earned by the  customer  prior to and  including  the Closing  Date and Buyer
shall be responsible  for reporting to the customer and to the Internal  Revenue
Service (and any state or local taxing  authority as required) all interest paid
or earned by the customer after the Closing Date.

     Section 9.12.  Transition.  From  and  after  the  date  of this Agreement,
Seller  and Buyer  agree to fully  cooperate  with and  assist  one  another  in
connection  with the transition and conversion of all customer  accounts,  files
(including  data  processing  files)  and  other  information  which  are  being
purchased and assumed by Buyer pursuant to the terms hereof. Additionally,  each
of the Buyer and Seller  agree to provide  each  other,  upon  reasonable  prior
notice, with such information and data as is necessary to allow Seller and Buyer
to  comply  with  all tax,  regulatory  reporting,  audit  or  other  compliance
obligations  relating to the  customers,  employees and operations of the Branch
Offices, and each of Seller and Buyer agree to timely take any and all action as
required  by  law  to  comply  with  such  tax,   regulatory   and/or  reporting
obligations.

     Section 9.13.  Overdrafts. Prior to the Closing, Seller agrees to cooperate
with Buyer and to use its best efforts to identify  those  deposit  accounts for
which provisional credit has been given and that contain uncollected funds.

     Section 9.14. Banking Market. Except to the extent necessary to service the
FSA Loans and other Excluded  Loans,  to service  Seller's  merchant credit card
business  currently  serviced  from the  Oklahoma  City  Branch  and to  conduct
Seller's  trust  business as currently  conducted from the Oklahoma City Branch,
for a period of two years  after the  Closing  Date  Seller  shall not enter the
Oklahoma City, El Reno, Kingfisher,  Hennessey or Enid, Oklahoma banking markets
by  opening a  banking,  loan  production  or other  office  for the  purpose of
offering  banking or related  services to the public,  provided,  however,  this
provision shall not be binding on any entity that purchases substantially all of
the stock or assets of Seller, or its parent companies, whether such acquisition
occurs before or after the Closing Date.

     Section 9.15.  Recovery on Charged-Off Asset.

          (a) On  the  Closing  Date,  Seller  shall  assign to Buyer  Loan Nos.
41102 and 241102.  If Buyer  obtains any Recovery (as  hereafter  defined)  with
respect to Loan Nos.  41102 and 241102,  including  any  Recovery  pursuant to a
judgment in or  settlement  of that certain  action styled Gold Bank v. Marshall
Oil Corporation,  Case No.  CJ-2004-49,  pending in the District Court of Blaine
County, Oklahoma (the "Marshall Oil Litigation"), then promptly upon the receipt
of such Recovery Buyer shall pay to Seller the lesser of (i) the amount of such


                                       21
<PAGE>


Recovery or (ii) the amount of third-party  legal expenses incurred by Seller in
connection with the Marshall Oil Litigation prior to the Closing.

          (b) Following  the  Closing,  Buyer  intends  to  cause  itself  to be
substituted as the plaintiff in the Marshall Oil  Litigation  and, in connection
therewith,  Seller agrees to cooperate  with Buyer in such  substitution  and to
execute and deliver such  assignments or  instruments  necessary or desirable to
effect such substitution;  provided,  however,  if, for any reason, Buyer cannot
pursue its claims in the Marshall Oil  Litigation as the real party in interest,
Seller  agrees to pursue such claims  upon the  direction  and at the expense of
Buyer and promptly  remit all Recoveries  with respect  thereto to Buyer in such
manner as Buyer shall direct.

          (c)  For the  purposes  hereof,  the  term  "Recovery"  means  (i) any
payments  voluntarily  made after the Closing Date by or on behalf of the debtor
with respect to Loan Nos. 41102 and 241102, including,  without limitation,  any
payments made by the borrower or any guarantor  with respect to Loan Nos.  41102
and 241102,  (ii) any amount obtained through  collection or other legal process
or otherwise  received by Buyer after the Closing Date with respect to Loan Nos.
41102 and 241102 or (iii) the cash proceeds of any collateral securing Loan Nos.
41102 and 241102  which  proceeds  are  obtained by  foreclosure  or other legal
process after the Closing Date.

                                   ARTICLE X
                                   ---------

                                 INDEMNIFICATION
                                 ---------------

     Section 10.01. Indemnification  of  Buyer.  Seller  shall  indemnify,  hold
harmless and defend Buyer, and Buyer's  subsidiaries  and affiliates,  and their
successors  and assigns,  and the  directors,  officers,  employees,  agents and
representatives   of  the  foregoing   entities   (collectively,   the  "Buyer's
Indemnified  Parties"),  from and against any and all damage,  loss,  liability,
cost,  claim,  or  expense,   including   reasonable  legal  fees  and  expenses
("Damages"), incurred or suffered by Buyer's Indemnified Parties (i) arising out
of or resulting  from the breach or  inaccuracy of or failure to comply with any
representation,  warranty or covenant made by the Seller in this Agreement which
survives the Closing Date as specified in Section 11.07 hereof; (ii) arising out
of or  resulting  from or based  upon any  Excluded  Liabilities,  as defined in
Section  1.02(c)  hereof;  or (iii)  arising out of or resulting  from  Seller's
operation of the Branch Offices before the Closing Date.

          Section 10.02. Indemnification   of  Seller.  Buyer  shall  indemnify,
hold  harmless  and  defend  Seller,  and  Seller's  parents,  subsidiaries  and
affiliates,  and their  successors  and assigns,  and the  directors,  officers,
employees,  agents and representatives of the foregoing entities  (collectively,
the "Seller's Indemnified Parties"),  from and against any and all damage, loss,
liability,  cost,  claim,  or  expense  (including  reasonable  legal  fees  and
expenses) incurred or suffered by Seller's  Indemnified  Parties (i) arising out
of or resulting  from the breach or  inaccuracy of or failure to comply with any
representation,  warranty  or  covenant  made by Buyer in this  Agreement  which
survives the Closing Date as specified in Section 11.07  hereof;  (ii) by reason
of any failure of the Buyer to pay,  honor,  perform or otherwise  discharge the
liabilities assumed pursuant to Sections 1.02(a),  1.02(b) and 2.03 hereof on or
after the Closing Date; (iii)


                                       22
<PAGE>


arising out of or resulting  from Buyer's  operation of the Branch Offices on or
after the Closing Date; or (iv) by reason of any  counterclaim  asserted against
Seller in the  Marshall Oil  Litigation  (subject to Seller  having  assigned to
Buyer at the Closing Loan Nos. 41102 and 241102).

     Section 10.03. Indemnification Limits. No indemnification  will be provided
under  Sections  10.01 or 10.02 (i) for any Claim (as  defined in Section  10.04
below)  for  indemnification  which  is made  more  than  eighteen  (18)  months
following the Closing Date;  and (ii) unless and until the amount of all Damages
exceeds $50,000, and then only to the extent of such excess. Notwithstanding the
foregoing,  (a) in the event the Claim for indemnification arises as a result of
a third party  claim  asserted  against  Buyer in  connection  with an FSA Loan,
Buyer's right of  indemnification  shall not be subject to the  limitations  set
forth in the foregoing  clauses (i) and (ii), and (b) in the event the Claim for
indemnification  arises as a result of a counterclaim asserted against Seller in
connection with the Marshall Oil Litigation,  Seller's right of  indemnification
shall not be subject to the limitations  set forth in the foregoing  clauses (i)
and (ii).

     Section 10.04. Indemnification   Procedures.  All  claims  or  demands  for
indemnification  under this  Article X (each a "Claim")  shall be  asserted  and
resolved as follows:

          (a) In  the  event  a  Buyer's   Indemnified   Party  or  a   Seller's
Indemnified  Party (each an "Indemnified  Party") has a claim against the Seller
or Buyer,  as  applicable  (the  "Indemnifying  Party") which does not involve a
Claim being  asserted  against or sought to be collected  by a third party,  the
Indemnified  Party shall with reasonable  promptness send a notice of such Claim
(a "Claim Notice") to the Indemnifying Party. If the Indemnifying Party does not
notify the  Indemnified  Party that the  Indemnifying  Party disputes such Claim
within twenty (20) days of receipt of a Claim Notice (the "Notice Period"),  the
amount  of  such  Claim  shall   conclusively  be  deemed  a  liability  of  the
Indemnifying Party hereunder,  and the Indemnifying Party shall promptly pay the
amount of the Claim. In case the  Indemnifying  Party shall object in writing to
any Claim made in accordance  with this Section  10.04,  the  Indemnified  Party
shall have ten (10) days to respond to a written  statement to the  objection of
the  Indemnifying  Party. If after such 10-day period there remains a dispute as
to the Claim, the parties shall attempt in good faith for ten (10) days to agree
upon the rights of the respective  parties with respect to the Claim. If no such
agreement can be reached after good faith  negotiation,  either the  Indemnified
Party or the Indemnifying  Party may initiate legal action to enforce its rights
under this Agreement.

          (b) In the event that any Claim for which an Indemnifying  Party would
be liable to an Indemnified  Party hereunder is asserted  against an Indemnified
Party by a third party, the Indemnified Party shall, with reasonable promptness,
provide to the Indemnifying Party a Claim Notice, which shall specify the nature
of such  Claim and the amount or  estimated  amount  thereof to the extent  then
feasible  (which  estimate  shall not be  conclusive of the final amount of such
Claim).  The  Indemnifying  Party shall have twenty (20) days of receipt of such
Claim Notice to notify the Indemnified Party (i) whether or not the Indemnifying
Party disputes its liability to the Indemnified  Party hereunder with respect to
such claim and (ii) if the  Indemnifying  Party does not dispute such liability,
whether or not the Indemnifying Party desires,  at its sole cost and expense, to
defend against such Claim. In the event that the Indemnifying Party notifies the
Indemnified Party within such 20-day period that it does not dispute its


                                       23
<PAGE>


obligation to indemnify  hereunder and desires to defend the  Indemnified  Party
against such Claim and except as hereinafter  provided,  the Indemnifying  Party
shall have the right to defend by  appropriate  proceedings,  which  proceedings
shall be promptly  settled or  prosecuted by the  Indemnifying  Party to a final
conclusion;  provided that,  unless the Indemnified  Party  otherwise  agrees in
writing,  the Indemnifying Party may not settle any matter (in whole or in part)
unless such  settlement  includes a complete  and  unconditional  release of the
Indemnified  Party. If the Indemnified  Party desires to participate in, but not
control, any such defense or settlement,  the Indemnified Party may do so at the
Indemnified  Party's sole cost and expense. If the Indemnifying Party elects not
to defend the Indemnified Party against such a Claim,  whether by failure of the
Indemnifying Party to give the Indemnified Party timely notice as provided above
or otherwise, then the Indemnified Party, without waiving any rights against the
Indemnifying  Party,  may  settle or defend  any such  Claim in the  Indemnified
Party's sole discretion and the  Indemnified  Party shall be entitled to recover
from the Indemnifying  Party,  subject to the limitations  prescribed in Section
10.03 hereof, the amount of any settlement or judgment and, on an ongoing basis,
all  indemnifiable  costs and  expenses of the  Indemnified  Party with  respect
thereto, including interest from the date such costs and expenses were incurred.

                                   ARTICLE XI
                                   ----------

                                     GENERAL
                                     -------

     Section 11.01. Confidential Information.  Buyer and Seller  acknowledge and
agree  that  the  Confidentiality   Agreement,  dated  December  10,  2004  (the
"Confidentiality Agreement"), between the Buyer and Seller executed prior to the
date hereof  remains in full force and effect  following  the  execution of this
Agreement.

     Section 11.02. Publicity.  Buyer and Seller shall cooperate with each other
in the  development  and  distribution  of all news  releases  and other  public
disclosures  concerning this Agreement and the transaction  contemplated  herein
and,  except for the press  release of Seller  announcing  the execution of this
Agreement,  shall not issue any news release or make any other public disclosure
without prior consultation with the other party,  unless such is required by law
upon the written  advice of counsel or is in response to published  newspaper or
other mass media reports regarding the transaction contemplated hereby.

     Section 11.03. Return of  Documents.  Upon  termination  of this  Agreement
without the purchase and assumption  transaction  contemplated by this Agreement
becoming effective,  each party (i) shall deliver to the other originals and all
copies of all  information  made  available  to such party,  and,  except as may
otherwise be required by law or to protect the interests of either  party,  (ii)
will not retain any copies,  extracts or other reproductions in whole or in part
of such  information,  and (iii) will  destroy  all  memoranda,  notes and other
writings prepared by either party based on the Information.

     Section 11.04. Notices.  Any  notice  or  other  communication  shall be in
writing and shall be deemed to have been given or made on the date of  delivery,
in the case of hand  delivery,  or three (3) business  days after deposit in the
United States Registered Mail, postage prepaid, or


                                       24
<PAGE>


upon receipt if transmitted by facsimile telecopy or any other means,  addressed
(in any case) as follows:

          (a) if to Seller:

          Gold Bank
          11301 Nall Avenue
          Leawood, Kansas 66211
          Attention:  Malcolm M. Aslin, President
          Facsimile:  (913) 491-0728

          With a copy to:

          Mike W. Lochmann, Esq.
          Stinson Morrison Hecker LLP
          1201 Walnut Street
          Kansas City, MO  64106-2150
          Facsimile:  (888) 290-2624

and

          (b) if to Buyer:

          Olney Bancshares of Texas, Inc.
          104 East High
          Throckmorton, Texas  76483
          Attention:  Ross McKnight
          Facsimile:  (940) 849-2271

          With a copy to:

          C. Bruce Crum, Esq. McAfee & Taft
          Tenth Floor, Two Leadership Square
          211 North Robinson
          Oklahoma City, Oklahoma  73102
          Facsimile:  (405) 235-0439

or to such other address as any party may from time to time  designate by notice
to the others.

     Section 11.05. Expenses. Except as otherwise  specifically provided herein,
Seller and Buyer each shall pay all of their own out-of-pocket expenses incurred
in connection with this Agreement,  including,  without limitation,  appraisals,
accounting and legal fees, and data processing  charges,  if any, whether or not
the  purchase  and  assumption  transaction  contemplated  by this  Agreement is
consummated.  The  cost of  title  insurance  policies  (including  the  related
commitments)  or the title  opinions  described  in Section 5.04 hereof shall be
paid by the  Seller.  All  documentary  stamps  or  similar  transfer  fees  and
recording costs with respect to the Real Property,  and all sales taxes (if any)
with respect to the Personal Property, shall by paid by Buyer.


                                       25
<PAGE>


     Section 11.06. Liabilities. In the event that this  Agreement is terminated
pursuant to the  provisions of Article Eight hereof,  no party hereto shall have
any  liability  to any other party for costs,  expenses,  damages or  otherwise;
provided, that,  notwithstanding the foregoing, in the event that this Agreement
is terminated  pursuant to Section 8.02 hereof on account of a willful breach of
any of the representations and warranties set forth herein, or any breach of any
of the  agreements  set forth  herein,  then the  non-breaching  party  shall be
entitled to recover its damages from the breaching party.

    Section 11.07. Nonsurvival  of  Representations,  Warranties and Agreements.
Except for, and as provided in, this Section 11.07, no representation,  warranty
or agreement  contained in this Agreement  shall survive the Closing Date or the
earlier termination of this Agreement.  The  representations,  warranties and/or
agreements  (as  applicable)  set forth in Articles  Nine,  Ten and Eleven,  and
Sections 1.03, 2.03, 2.04(c),  2.05, 2.06, 3.07, 3.08, 3.09, 4.09 and 5.07 shall
survive the Closing Date, or the earlier termination of this Agreement.

     Section 11.08. Entire Agreement.  This  Agreement  and the  Confidentiality
Agreement constitute the entire agreement between the parties and supersedes any
and all prior discussions,  negotiations,  undertakings, agreements in principle
and other  agreements  between the parties relating to the subject matter hereof
and thereof.

     Section 11.09. Headings and Captions. The captions of Articles and Sections
hereof are for  convenience  only and shall not control or affect the meaning or
construction of any of the provisions of this Agreement.

     Section 11.10. Waiver, Amendment or  Modification.  The  conditions of this
Agreement  that may be waived  may be waived  only by  written  instrument  duly
executed by the party for which the  condition(s)  is  intended to benefit.  The
failure  of any  party  at any  time or  times  to  require  performance  of any
provision  hereof  shall in no manner  affect the right of such party at a later
time to insist upon  performance of the same.  This Agreement may not be amended
or modified except by a written instrument duly executed by the parties hereto.

     Section 11.11. Rules  of  Construction.   Unless  the  context    otherwise
requires:  (a) a term has the meaning assigned to it; (b) "or" is not exclusive;
and (c) words in the singular  may include the plural and in the plural  include
the singular.

     Section 11.12. Counterparts.  This Agreement may be executed in two or more
counterparts,  each of which shall be deemed an original  and all of which shall
be deemed one and the same instrument.

     Section 11.13. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and permitted assigns. This Agreement may not be assigned without the consent of
the other party hereto; provided,  however, that Olney Bancshares of Texas, Inc.
may  assign  its rights and  delegate  its  duties  and  obligations  under this
Agreement to any wholly-owned existing, or newly acquired or chartered, bank (or
other federally insured depository institution),  without the consent of Seller,
provided that Olney Bancshares of Texas,  Inc. and such bank shall be and remain
jointly and severally  liable for all  obligations of Buyer under this Agreement
and the Confidentiality Agreement. There are no


                                       26
<PAGE>


third-party   beneficiaries  hereof.  In  the  event  of  any  such  assignment,
references in this Agreement to the Buyer shall include such assignee.

     Section 11.14. Governing Law; Assignment. This Agreement shall be  governed
by the laws of the State of Kansas and applicable  federal laws and regulations.
Neither  this  Agreement,  nor  any  of the  rights,  interests  or  obligations
hereunder,  shall be assigned by either of the parties  hereto without the prior
written  consent of the other,  except  that  Buyer may assign  such  rights and
obligations  to a banking  subsidiary  of Buyer or a bank formed by Buyer,  upon
written notice to Seller.

     Section 11.15. Permitted Exceptions.  The term "Permitted Exceptions" shall
mean, with respect to the Real Property,  ad valorem taxes for the current year,
prior  mineral   reservations   and  conveyances   and  any  other   exceptions,
restrictions,  easements,  rights of way and encumbrances customarily found with
respect to commercial  property and which do not materially and adversely affect
the value or present use of the Real Property.

     Section 11.16. Time of Essence.  The  parties  hereto agree that time is of
the essence with respect to the performance of the obligations hereunder.

                                     * * * *


                                       27
<PAGE>


      IN WITNESS  WHEREOF,  the parties hereto have caused this Branch  Purchase
and Assumption Agreement to be executed as of the date first above written.

                                          GOLD BANK



                                          By:/s/ Malcolm M. Aslin
                                             ---------------------------------
                                             Name:  Malcolm M. Aslin
                                             Title: President



                                          OLNEY BANCSHARES OF TEXAS, INC.



                                          By:/s/ Ross McKnight
                                             ---------------------------------
                                             Name:  Ross McKnight
                                             Title:    President




                                       28
<PAGE>


                      Schedule 1.01(c)(i) - ATM Facilities



Gold Bank Hennessey        101 N. Main              Hennesey, OK  73742
Gold Bank Enid             510 Commerce             Enid, OK  73702
Gold Bank Kingfisher       320 N. Main              Kingfisher, OK  73750
Gold Bank Kingfisher       1209 S. Main             Kingfisher, OK  73750
Gold Bank Kingfisher       6th & Roberts            Kingfisher, OK  73750
(Pioneer Telephone)
Gold Bank El Reno          2409 Country Club Road   El Reno, OK  73762
Gold Bank El Reno          100 S. Rock Island       El Reno, OK  73762
Gold Bank El Reno          210 W. Elm               El Reno, OK  73762
Gold Bank Oklahoma City    10900 Hefner Pointe Dr.  Oklahoma City, OK  73172



                                       29
<PAGE>



          Schedule 1.01(c)(ii) - Certain Excluded Personal Property

--------------------------------------------------------------------------------
  Asset             Description           Acquisition  Accumulated     Book
                                           Value ($)  Depreciation($) Value($)
--------------------------------------------------------------------------------
1000145   OK METAVANTE CONVERSION   -      45,623.14          0.00    45,623.14
          HARDWARE
--------------------------------------------------------------------------------
1000117   AFS Upgrade - Consulting            424.08          0.00       424.08
--------------------------------------------------------------------------------
1000118   AFS Upgrade - SOFTWARE          203,473.06          0.00   203,473.06
--------------------------------------------------------------------------------
1000119   AFS Upgrade - HARDWARE          259,726.55          0.00   259,726.55
--------------------------------------------------------------------------------
803445    19IN MONITOR - VIEWSONIC          1,340.44       (223.41)    1,117.03
--------------------------------------------------------------------------------
804466    KVM SWITCH                             648       (108.00)         540
--------------------------------------------------------------------------------
803457    APC SMART UPS                     2,084.59       (382.18)    1,702.41
--------------------------------------------------------------------------------
804376    SORTER CONTROLLER 1 - DELL CPU    1,980.30       (363.06)    1,617.24
--------------------------------------------------------------------------------
804377    NCR MONITOR                            300        (55.00)         245
--------------------------------------------------------------------------------
804378    CAR MANAGER - HP PROLIANT DL140   2,167.56       (397.39)    1,770.17
--------------------------------------------------------------------------------
804379    CAR SERVER - HP PROLIANT DL140    2,167.56       (397.39)    1,770.17
--------------------------------------------------------------------------------
804380    SORTER CONTROLLER 3 - DELL CPU    1,980.30       (363.06)    1,617.24
--------------------------------------------------------------------------------
804381    DVD BURNER WORKSTATION - HP PC    1,980.30       (363.06)    1,617.24
--------------------------------------------------------------------------------
804382    RIMAGE WORKSTATION - DELL PC      1,980.30       (363.06)    1,617.24
--------------------------------------------------------------------------------
804383    PRINTER SERVER 1 - HP PC          1,980.30       (363.06)    1,617.24
--------------------------------------------------------------------------------
804384    WORKSTATION 2 - CPQ DESKTOP PC    1,980.30       (363.06)    1,617.24
--------------------------------------------------------------------------------
804385    AFS SNAP STORAGE DEVICE           5,500.00     (1,008.33)    4,491.67
--------------------------------------------------------------------------------
804388    AMC RAID ARRAY                    5,500.00     (1,008.33)    4,491.67
--------------------------------------------------------------------------------
804389    VSU - HP PROLIANT ML370           3,964.35       (726.79)    3,237.56
--------------------------------------------------------------------------------
804390    PRINTER  SERVER 2 - HP PROLIANT   3,964.35       (726.79)    3,237.56
          ML350
--------------------------------------------------------------------------------
804391    APPS - HP PROLIANT ML350          3,964.35       (726.79)    3,237.56
--------------------------------------------------------------------------------
804392    ARCHIVE - HP PROLIANT ML370       3,964.35       (726.80)    3,237.55
--------------------------------------------------------------------------------
804393    ENDPOINT - HP PROLIANT ML370      3,964.35       (726.79)    3,237.56
--------------------------------------------------------------------------------
804394    RIMAGE CD/DVD BURNER              1,666.65       (305.56)    1,361.09
--------------------------------------------------------------------------------
804395    ENDPOINT ROUTER - CISCO 1760      1,816.00       (332.93)    1,483.07
--------------------------------------------------------------------------------
804396    ENDPOINT FIREWALL                 3,084.48       (565.49)    2,518.99
--------------------------------------------------------------------------------
804397    VIEWSONIC   VC900   19IN   FLAT        730       (133.83)      596.17
          PANEL MONITOR
--------------------------------------------------------------------------------
804398    VIEWSONIC   VC900   19IN   FLAT        730       (133.83)      596.17
          PANEL MONITOR
--------------------------------------------------------------------------------

                                       30
<PAGE>

804399    VIEWSONIC   VX900   19IN   FLAT        730       (133.83)      596.17
          PANEL MONITOR
--------------------------------------------------------------------------------
804400    VIEWSONIC   VX900   19IN   FLAT        730       (133.83)      596.17
          PANEL MONITOR
--------------------------------------------------------------------------------
804401    NCR ITRAN SORTER                 66,644.31    (12,218.12)   54,426.19
--------------------------------------------------------------------------------
900423    AFS SOFTWARE                    238,219.97    (43,673.66)  194,546.31
--------------------------------------------------------------------------------
900420    SYBASE SQL ANYWHERE              29,058.75     (9,686.25)   19,372.50
--------------------------------------------------------------------------------
900421    BANKER & TELLER INSIGHT - M&I   121,602.56    (21,883.89)   99,718.67
--------------------------------------------------------------------------------
900418    EQUITY MANAGER SOFTWARE          21,500.00    (13,736.12)    7,763.88
--------------------------------------------------------------------------------
803470    IBM X235 SERVER                  23,145.78     (9,258.32)   13,887.46
--------------------------------------------------------------------------------
614679    NCR 7780 CHECK SORTER             8,174.00     (4,130.83)    4,043.17
--------------------------------------------------------------------------------
614680    NCR 7780 CHECK SORTER             8,174.00     (4,130.83)    4,043.17
--------------------------------------------------------------------------------


                                       31
<PAGE>



                     Schedule 1.01(d)(iii) - Excluded Loans

                   Loan Number       Outstanding Balance
                   -----------      --------------------
                    213500111              $     72,462.57
                      208377               $    110,458.11
                      152926               $     18,599.73
                      152937               $     16,600.62
                      474800               $      1,077.61
                      155995               $      6,974.39
                      73946                $     13,830.97
                      111390               $     13,146.54
                       1054                $     20,235.31
                      196761               $     82,298.43
                      141475               $     31,114.35
                      150275               $      4,727.83
                      170119               $      7,977.90
                      194891               $      7,562.91
                      26007                $     72,099.06
                       1328                $     47,054.58
                    213100061              $     12,294.96
                       5506                $      5,614.18
                      603317               $     15,218.73
                      161176               $    200,000.00
                      218134               $    126,176.02
                      67170                $     72,488.48
                      156259               $     28,784.91
                    213100039              $     12,605.00
                      32685                $    108,480.52
                      71482                $     19,476.76
                      131377               $             -
                      116197               $    217,668.41
                    213100513              $     61,253.30
                      220994               $    206,159.60
                      64255                $    348,522.59
                      218442               $    306,382.64
                      80172                $          1.00
                      224745               $     51,732.23
                      57314                $     47,791.61
                      71658                $    143,502.70
                      18440                $        194.55
                      81206                $    211,338.04
                      34137                $     99,272.81
                      34148                $     26,941.40
                      139407               $     72,513.77
                      152684               $     31,739.88

                                       32
<PAGE>



                      57127                $     72,639.62
                      140815               $      3,900.53
                      186949               $     42,143.77
                       5229                $     30,760.98
                      31189                $      1,111.83
                      57138                $     25,625.00
                       3404                $     12,845.15
                      24903                $      6,505.49
                      603317               $     15,569.07
                      55323                $      2,800.00
                       5626                $      2,415.47
                      208619               $      8,896.23
                      208652               $      5,719.61
                      218123               $     81,063.34
                    206100098              $     19,245.99
                      206639               $     15,692.56
                      206650               $     14,014.30
                      219872               $     35,156.78
                    206100045              $      2,025.51
                    202100026              $     14,431.62
                      139957               $     12,387.91
                      79446                $     13,007.93
                      182329               $      6,279.41
                      68303                $      1,424.11
                      210093               $     31,021.31
                      146117               $     87,957.57
                      221291               $     17,404.26
                      153806               $     17,283.84
                    201100002              $     41,553.30
                      123875               $      9,147.51
                      186465               $     10,370.58
                      120806               $      5,747.57
                      151364               $      1,208.71
                      37349                $          1.00
                      37360                $      1,000.00
                      37371                $          1.00
                      37382                $          1.00
                      20076                $      1,800.00
                  474800&1127472           $      1,078.00
                      480830               $      3,514.00
                      13381                $     23,627.00
                      603317               $     15,569.00
                      41529                $     20,771.00
                    213500575              $      7,472.00
                      229706               $     14,570.00
                      182329               $      6,279.00

                                       33
<PAGE>



                    206100045              $      2,026.00
                   24903 & 3404            $     19,350.00
                      220191               $      9,762.00
                       5506                $      5,770.00
                      222083               $    128,409.27
                      209620               $    108,417.32
                      220873               $      6,011.08
                      229156               $     50,000.00
                    214100024              $    129,833.00
                      220191               $      9,761.52
                      189842               $      7,572.19
                      192944               $      8,464.46
                      217903               $    680,273.11



                                       34
<PAGE>



                  Schedule 101(d)(vi) - Other Retained Loans

      Loan No.  222259  together  with the  following  five  Letters of Credit
which it supports:

            214222259
            214322259
            214422259
            214522259
            214622259

      Loan Nos. 206771, 222028 and 194704.

      Loan No. 21400141

      Loan No. 139759

      Loan Nos. 176279, 179150 and 176301.

                                       35
<PAGE>



                   Schedule 4.06 - Description of Financing

            Buyer intends to finance the  transaction  through a combination  of
common equity contributed by the existing shareholders of Buyer, trust preferred
securities  to be  issued  by a  statutory  trust to be  organized  by Buyer and
subordinated  debt to be issued by Buyer.  Buyer  has  obtained  a  Subscription
Agreement from its principal  shareholder pursuant to which that shareholder has
agreed to purchase up to $8.5 million in additional common stock of Buyer. It is
anticipated  that the ultimate  amount of common  equity which will be necessary
for Buyer to issue  will be less than this $8.5  million  amount  and the common
stock to be issued will be  purchased  by several  (and  perhaps all) of Buyer's
existing shareholders.

Buyer has provided to Seller a letter, dated January 3, 2005, from FTN Financial
Group  confirming that FTN Financial Group is highly confident that it can place
for  Buyer  $30  million  in  trust  preferred  securities  and $22  million  in
subordinated  debt  securities  in one or more pools  which it  sponsors.  Buyer
expects to issue the full $30 million in trust preferred securities. While Buyer
does not currently  expect to need to issue the full $22 million in subordinated
debt securities in order to finance the  transaction,  it requested a commitment
at this level  because  its initial pro forma  analysis  was based upon  Buyer's
financial position at September 30, 2004.




                                       36
<PAGE>




                                                                       EXHIBIT A
                                                                       ---------

                   BRANCH PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                                    GOLD BANK

                                       AND

                                  ASSIGNEE BANK


          ASSIGNMENT AND ASSUMPTION OF DEPOSIT LIABILITIES AGREEMENT
          ----------------------------------------------------------


      This ASSIGNMENT AND ASSUMPTION OF DEPOSIT  LIABILITIES  AGREEMENT is dated
this _____ day of  _______________,  2005,  by and between  GOLD BANK,  a Kansas
banking  corporation   ("Seller"),   and  ASSIGNEE  BANK,  an  Oklahoma  banking
corporation ("Buyer"). Capitalized terms not otherwise defined herein shall have
the same meaning as specified in the Agreement (as defined below).

                             W I T N E S S E T H:

      WHEREAS,  Seller and Buyer entered into a Branch  Purchase and  Assumption
Agreement, dated as of ___________,  2005 (the "Agreement"),  which provides for
the  assignment  by Seller of all of its rights and  interest  in and to certain
deposit  accounts  related  to  Seller's  offices  located at (i) 101 North Rock
Island,  El Reno,  Oklahoma  and  2409  Country  Club  Road,  El Reno,  Oklahoma
(collectively,  the "El Reno Branches"); (ii) 510 North Commerce, Enid, Oklahoma
(the "Enid  Branch");  (iii) 101 North Main  Street,  Hennessey,  Oklahoma  (the
"Hennessey Branch");  (iv) 1209 South Main,  Kingfisher,  Oklahoma and 320 North
Main Street, Kingfisher, Oklahoma (collectively, the "Kingfisher Branches"); and
(v) 10900 Hefner Pointe Drive,  Oklahoma  City,  Oklahoma  (the  "Oklahoma  City
Branch") (all together,  the "Branch  Offices"),  and the assumption by Buyer of
such deposit accounts, all as set forth in the Agreement.

      NOW, THEREFORE,  for good and valuable consideration,  receipt of which is
hereby  acknowledged by Seller and Buyer,  Seller hereby assigns,  transfers and
sets over to Buyer all of Seller's rights and interest in and to, and Buyer does
hereby assume all of Seller's  liabilities and obligations  with respect to, all
Deposit Liabilities  maintained at the Branch Offices, as shown on the books and
records of Seller as of the close of business on the  Closing  Date,  as further
specified in the Agreement.

      This Assignment and Assumption of Deposit  Liabilities  Agreement shall be
binding  upon and shall inure to the benefit of Seller,  Buyer and each of their
respective  successors  and  assigns,  and  shall be  subject  to the  terms and
conditions of the Agreement. In the event of a conflict



<PAGE>

between any of the terms and provisions hereof and the Agreement,  the Agreement
shall be deemed to control.

      This Assignment and Assumption of Deposit Liabilities  Agreement,  and the
rights and  obligations  of the  parties  hereunder,  shall be  governed  by and
construed in  accordance  with the laws of the State of Oklahoma and  applicable
federal laws and regulations.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this  Assignment and
Assumption of Deposit Liabilities  Agreement to be executed as of the date first
above written

                                          GOLD BANK



                                          By:
                                             ---------------------------------
                                             Name:  Malcolm M. Aslin
                                             Title: President



                                          ASSIGNEE BANK



                                          By:
                                             ---------------------------------
                                             Name:
                                             Title: President

                                       2
<PAGE>


                                                                       EXHIBIT B
                                                                       ---------

                   BRANCH PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                                    GOLD BANK

                                       AND

                                  ASSIGNEE BANK


               ASSIGNMENT AND ASSUMPTION OF CONTRACTS AGREEMENT
               ------------------------------------------------


      This ASSIGNMENT AND ASSUMPTION OF CONTRACTS  AGREEMENT is dated this _____
day of  _______________,  2005  by and  between  GOLD  BANK,  a  Kansas  banking
corporation  ("Seller"),  and ASSIGNEE  BANK,  an Oklahoma  banking  corporation
("Buyer").  Capitalized  terms not otherwise  defined herein shall have the same
meaning as specified in the Agreement (as defined below).

                             W I T N E S S E T H:

      WHEREAS,  Seller and Buyer entered into a Branch  Purchase and  Assumption
Agreement, dated as of ___________,  2005 (the "Agreement"),  which provides for
the  assignment  by Seller of all of its rights and  interest  in and to certain
contracts and leases related to Seller's  offices  located at (i) 101 North Rock
Island,  El Reno,  Oklahoma  and  2409  Country  Club  Road,  El Reno,  Oklahoma
(collectively,  the "El Reno Branches"); (ii) 510 North Commerce, Enid, Oklahoma
(the "Enid  Branch");  (iii) 101 North Main  Street,  Hennessey,  Oklahoma  (the
"Hennessey Branch");  (iv) 1209 South Main,  Kingfisher,  Oklahoma and 320 North
Main Street, Kingfisher, Oklahoma (collectively, the "Kingfisher Branches"); and
(v) 10900 Hefner Pointe Drive,  Oklahoma  City,  Oklahoma  (the  "Oklahoma  City
Branch") (all together,  the "Branch  Offices"),  and the assumption by Buyer of
such contract and lease  liabilities  and  obligations,  all as set forth in the
Agreement.

      NOW, THEREFORE,  for good and valuable consideration,  receipt of which is
hereby  acknowledged by Seller and Buyer,  Seller hereby assigns,  transfers and
sets over to Buyer all of Seller's rights and interest in and to, and Buyer does
hereby assume all of Seller's  liabilities and obligations  with respect to, the
following:

            (a) All  contracts  related to the Safe  Deposit Box Business at the
            Branch Offices as further specified in the Agreement; and

            (b) All contracts  necessary for the operation or maintenance of the
            Branch Offices as further specified in the Agreement.


<PAGE>

      This  Assignment  and Assumption of Contracts  Agreement  shall be binding
upon  and  shall  inure  to the  benefit  of  Seller,  Buyer  and  each of their
respective  successors  and  assigns,  and  shall be  subject  to the  terms and
conditions of the Agreement. In the event of a conflict between any of the terms
and  provisions  hereof  and the  Agreement,  the  Agreement  shall be deemed to
control.

      This Assignment and Assumption of Contracts Agreement,  and the rights and
obligations  of the parties  hereunder,  shall be governed by and  construed  in
accordance  with the laws of the State of Oklahoma and  applicable  federal laws
and regulations.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this  Assignment and
Assumption  of  Contracts  Agreement  to be  executed as of the date first above
written.

                                          GOLD BANK



                                          By:
                                             ---------------------------------
                                             Name:  Malcolm M. Aslin
                                             Title: President



                                          ASSIGNEE BANK



                                          By:
                                             ---------------------------------
                                             Name:
                                             Title: President

                                       2
<PAGE>


                                                                       EXHIBIT C
                                                                       ---------

                   BRANCH PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                                    GOLD BANK

                                       AND

                                  ASSIGNEE BANK


                                  BILL OF SALE
                                  ------------


      This BILL OF SALE is dated this _____ day of _______________, 2005 by GOLD
BANK, a Kansas banking corporation  ("Seller").  Capitalized terms not otherwise
defined  herein shall have the same meaning as  specified in the  Agreement  (as
defined below).

                             W I T N E S S E T H:

      WHEREAS,  Seller  and  ASSIGNEE  BANK,  an  Oklahoma  banking  corporation
("Buyer"),  entered into a Branch Purchase and Assumption Agreement, dated as of
___________,  2005, (the "Agreement"),  which provides for the sale by Seller to
Buyer of the Personal  Property,  Loans, Safe Deposit Box Business,  Records and
Cash on Hand related to Seller's  offices  located at (i) 101 North Rock Island,
El Reno, Oklahoma and 2409 Country Club Road, El Reno,  Oklahoma  (collectively,
the "El Reno  Branches");  (ii) 510 North  Commerce,  Enid,  Oklahoma (the "Enid
Branch");  (iii) 101 North Main  Street,  Hennessey,  Oklahoma  (the  "Hennessey
Branch"); (iv) 1209 South Main, Kingfisher,  Oklahoma and 320 North Main Street,
Kingfisher,  Oklahoma (collectively,  the "Kingfisher Branches");  and (v) 10900
Hefner Pointe Drive,  Oklahoma City,  Oklahoma (the "Oklahoma City Branch") (all
together, the "Branch Offices"), all as set forth in the Agreement.

      NOW, THEREFORE,  Seller, for good and valuable  consideration,  receipt of
which is hereby  acknowledged,  does hereby grant,  bargain,  sell,  assign, set
over,  convey and transfer to Buyer all of its right,  title and interest in and
to the following assets (the "Assets"):

            (a) The furniture, fixtures, equipment, improvements and other items
            of tangible  personal  property  located at the Branch Offices as of
            the  close of  business  on the  Closing  Date,  together  with sign
            structures  and all personal  property used in  connection  with the
            Safe  Deposit  Box  Business  being  transferred  to Buyer,  as more
            specifically described in the Agreement;

            (b) All of the Loans  attributed  to the  Branch  Offices  as of the
            Closing Date, as further described in Section 1.01(d) of the



<PAGE>


            Agreement,  which  assignment is being made without recourse against
            Seller, together with any and all collateral for such Loans of every
            kind and  character  in which  Seller  has an  interest,  including,
            without limitation,  mortgages, deeds of trust, security agreements,
            financing statements, motor vehicle titles and guaranties, a list of
            such  specific  Loans  to  be  attached  hereto  on  or  before  the
            Adjustment Payment Date;

            (c)  All of Seller's Records; and

            (d) All of Seller's Cash on Hand.

      With respect to the Charged-Off  Assets comprising the Loans,  Seller also
conveys  and  assigns  to Buyer all right  and  claims of Seller in any  pending
litigation,  claims for  amounts  written off the books of Seller and all claims
against  guarantors  of and obligors and  co-obligors  on, and other  persons or
parties in any way obligated in respect of such Charged-Off Assets.

      Seller  does  hereby  covenant  and agree to and with Buyer that it (i) is
seized of, and has the right to convey to Buyer,  such title to the Assets as is
provided in the Agreement, (ii) will warrant and defend said title to the Assets
in the manner provided in the Agreement,  and (iii) shall, from time to time, at
the  request of Buyer,  execute,  acknowledge  and  deliver to Buyer any and all
further  instruments,   documents,   endorsements,   assignments,   information,
materials and other papers as may be reasonably  required to transfer the Assets
to Buyer and to give full force and effect to the full  intent and  purposes  of
this Bill of Sale.

      This  Bill  of  Sale,  and  the  rights  and  obligations  of the  parties
hereunder, shall be governed by and construed in accordance with the laws of the
State of Oklahoma and applicable federal laws and regulations.

      IN  WITNESS  WHEREOF,  Seller  has  caused  this  Bill  of Sale to be duly
executed as of the date first above written.

                                          GOLD BANK



                                          By:
                                             ---------------------------------
                                             Name:  Malcolm M. Aslin
                                             Title: President




                                       2
<PAGE>


                                                                       EXHIBIT D
                                                                       ---------

                   BRANCH PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                                    GOLD BANK

                                       AND

                                  ASSIGNEE BANK


  ASSIGNMENT, TRANSFER AND APPOINTMENT OF SUCCESSOR TRUSTEE FOR IRA ACCOUNTS
  --------------------------------------------------------------------------

      This  ASSIGNMENT,  TRANSFER AND  APPOINTMENT OF SUCCESSOR  TRUSTEE FOR IRA
ACCOUNTS is dated this _____ day of  _______________,  2005, by and between GOLD
BANK, a Kansas banking  corporation  ("Seller"),  and ASSIGNEE BANK, an Oklahoma
banking  corporation  ("Buyer").  Capitalized terms not otherwise defined herein
shall have the same meaning as specified in the Agreement (as defined below).

                             W I T N E S S E T H:

      WHEREAS,  Seller and Buyer entered into a Branch  Purchase and  Assumption
Agreement, dated as of ___________, 2005 (the "Agreement"),  with respect to the
Seller's  offices  located at (i) 101 North Rock Island,  El Reno,  Oklahoma and
2409  Country  Club  Road,  El  Reno,  Oklahoma  (collectively,   the  "El  Reno
Branches");  (ii) 510 North Commerce,  Enid, Oklahoma (the "Enid Branch"); (iii)
101 North Main Street,  Hennessey,  Oklahoma (the "Hennessey Branch"); (iv) 1209
South Main, Kingfisher, Oklahoma and 320 North Main Street, Kingfisher, Oklahoma
(collectively,  the "Kingfisher  Branches");  and (v) 10900 Hefner Pointe Drive,
Oklahoma City, Oklahoma (the "Oklahoma City Branch") (all together,  the "Branch
Offices"),  which provides for Seller to resign from its position as trustee and
custodian  with respect to any IRA Account which  includes as one or more of its
assets a Deposit being  transferred to Buyer  pursuant to the Agreement,  and to
designate and appoint Buyer as the successor  trustee and custodian with respect
to each such IRA Account, all as set forth in the Agreement.

      NOW, THEREFORE, for good and valuable consideration,  the receipt of which
is hereby  acknowledged  by Seller and Buyer,  Seller and Buyer  hereby take the
following actions:

            (a) Seller hereby  resigns as trustee and custodian  with respect to
            each IRA Account as to which Seller is a trustee or custodian and as
            to which one or more of the assets included in such IRA Account is a
            Deposit  Liability  associated with the Branch Offices being assumed
            by Buyer, and hereby designates and appoints



<PAGE>


            Buyer as successor  trustee and  custodian  under such IRA  Account;
            and

            (b) Buyer hereby accepts such  appointment and assumes and agrees to
            perform the  obligations  required to be  performed by it as trustee
            and  custodian  with  respect to each such IRA  Account,  as further
            specified in the Agreement.

      This  Assignment,  Transfer and  Appointment of Successor  Trustee for IRA
Accounts  shall be binding upon and shall inure to the benefit of Seller,  Buyer
and each of their respective successors and assigns, and shall be subject to the
terms and conditions of the Agreement. In the event of a conflict between any of
the terms and provisions hereof and the Agreement, the Agreement shall be deemed
to control.

      This  Assignment,  Transfer and  Appointment of Successor  Trustee for IRA
Accounts,  and the rights and  obligations  of the parties  hereunder,  shall be
governed by and construed in  accordance  with the laws of the State of Oklahoma
and applicable federal laws and regulations.

      IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Assignment,
Transfer and Appointment of Successor Trustee for IRA Accounts to be executed as
of the date first above written.

                                          GOLD BANK



                                          By:
                                             ---------------------------------
                                             Name:  Malcolm M. Aslin
                                             Title: President



                                          ASSIGNEE BANK



                                          By:
                                             ---------------------------------
                                             Name:
                                             Title: President

                                       2
<PAGE>


                                                                       EXHIBIT E
                                                                       ---------

                            LIMITED POWER OF ATTORNEY
       (Oklahoma City, El Reno, Kingfisher, Hennessey and Enid Branchs)

      THIS LIMITED POWER OF ATTORNEY is dated this _____ day of  ______________,
2005,  by GOLD BANK, a Kansas  banking  corporation,  to be effective as of 5:00
p.m. on the date hereof.

                             W I T N E S S E T H:

      WHEREAS,  Gold Bank and ASSIGNEE  BANK,  an Oklahoma  banking  corporation
("Buyer"),  entered into a Branch Purchase and Assumption Agreement, dated as of
_______________,  2005 (the  "Agreement"),  which  provides for the sale by Gold
Bank to Buyer of certain personal property; and

      WHEREAS,  in the Agreement or in a Bill of Sale of even date herewith (the
"Bill of Sale"),  Gold Bank has  agreed,  from time to time,  at the  request of
Buyer,  to execute,  acknowledge  and deliver to Buyer any and all  instruments,
documents,  endorsements,  assignments,  information, materials and other papers
that may be  reasonably  required to (i)  transfer to Buyer  certain  Assets (as
defined in the Bill of Sale) being  acquired by Buyer pursuant to the Agreement,
including  loans  and the  collateral  therefor  to the  extent  of Gold  Bank's
interest in such collateral and files relating to such loans,  (ii) enable Buyer
to bill, collect, service and administer the loans transferred thereby and (iii)
give full force and effect to the intent and purposes of the Bill of Sale.

      NOW, THEREFORE,  for good and valuable consideration,  receipt of which is
hereby acknowledged, Gold Bank hereby appoints and authorizes for a period of 90
days from the date hereof, the President or any Vice President, or the Secretary
or any  Assistant  Secretary,  of Buyer as its  attorney-in-fact  solely for the
purpose of endorsing,  without recourse, and recording,  pursuant to the Bill of
Sale and/or the Agreement,  any and all  instruments,  documents,  endorsements,
assignments,  information,  materials,  and any other papers including,  but not
limited  to,   certificates   of  title  for  vehicles  and  similar   documents
(collectively,  the  "Collateral  Instruments"),  provided such limited power of
attorney is not intended to and does not convey to Buyer any right to endorse or
record any Collateral  Instruments  relating to collateral other than collateral
transferred  pursuant  to the  Bill  of  Sale  as  described  in  the  preceding
paragraph.

                                          GOLD BANK



                                          By:
                                             ---------------------------------
                                             Name:  Malcolm M. Aslin
                                             Title: President


<PAGE>


STATE OF KANSAS      )
                     )
COUNTY OF JOHNSON    )

      I,  _________________________,  a Notary  Public in and for said county in
said state,  hereby  certify that  Malcolm M. Aslin,  whose name as President of
Gold  Bank is  signed  to the  foregoing  conveyance,  and who is  known  to me,
acknowledged  before me on this date that, being informed of the contents of the
conveyance,  he, as such  officer  and with full  authority,  executed  the same
voluntarily for and as the act of said bank.  Given under my hand this _____ day
of _______________, 2005.



My Commission Expires:
                                          ------------------------------------
                                          Notary Public
--------------------

Commission Number:____________

(SEAL)

                                       2