** **

**WachoviaBank, N.A.**

**LOAN AGREEMENT**

April 15, 2002

     **THIS AGREEMENT,**made as of the date setforth above, in favor of WACHOVIA BANK, N.A., (the "Bank"), by THEGOLDFIELD CORPORATION, a Delaware Corporation (the "Borrower"), andSOUTHEAST POWER CORPORATION, a Florida Corporation (the "Guarantor").

     Inconsideration of the Bank making a loan of $6,000,000.00 to Borrower (the "loan"),as evidenced by a promissory note of even date hereof (the "note"),Borrower and Guarantor agree as follows: 

     1.   **Definitions and Reference Terms**.  In addition to any other terms definedherein, the following terms shall have the meaning set forth with respectthereto:

          (a)   Pre-Saleis a binding contract between Borrower and a third party purchaser regardingthe purchase of a condominium unit in a particular project accompanied by anon-refundable deposit of at least ten percent (10%) of the purchase price;

          (b)   NetProceeds are the gross sales price from the specific unit in thecondominium less tax prorations and ordinary and customary expenses incurred inthe sale of the particular unit;

          (c)   TotalCosts for a project are all costs including soft costs and land costsassociated with the construction and delivery of a condominium project.  Excluded are allocations for Borrower'soverhead costs and anticipated profit.

     2.   **Representations and Warranties**. Toinduce the Bank to renew the loan, Borrower and Guarantor make the followingrepresentations and warranties, which shall survive the execution and deliveryof the note:

          (a)   Thefinancial information furnished to Bank in connection with its application forthe loan and in the financial statements submitted to Bank is complete and accurateand Borrower has no undisclosed direct or contingent liabilities. 

          (b)   Borrowerand Guarantor are each duly organized, existing and in good standing under thelaws of the states of their respective incorporations, each have corporate powerto carry on the business in which each is engaged, and the obtaining andperformance of the loan have been duly authorized by all necessary action ofthe board of directors and shareholders of each, respective, corporation underapplicable law, and do not and will not (i) violate any provision of law or anyof its organizational or other organic documents, or (ii) result in a breachof, constitute a default under, require any consent under, or result in thecreation of any lien, charge, or encumbrance upon any property of Borrower orGuarantor pursuant to any instrument, order, or other agreement to whichBorrower and/or Guarantor is a party or by which Borrower or Guarantor, any ofits officers as such, or any of its property is bound. 

          (c)   Thereare no judgments, liens, encumbrances, or other security interests outstandingagainst Borrower or Guarantor or any of their property other than thosedisclosed to Bank in connection with its request for the loan. 

          (d)   NeitherBorrower nor Guarantor have incurred any debts, liabilities, or obligations andhas not committed itself to incur any debts, liabilities, or obligations otherthan those disclosed to Bank in connection with its request for the loan orshown on the financial statements submitted to Bank. 

          (e)   Borroweris in compliance with all applicable federal and state securities laws.  All of the information provided to thefederal and state securities regulators is complete and accurate, and willcontinue to be complete and accurate.

     3.   **Use of Loan Proceeds.**The proceeds ofthe loan will be used only for the purpose or purposes of financing the costsof constructing condominium units in Florida. Notwithstanding the foregoing to the contrary, $1,500,000.00 of the loanmay be used to meet the operating capital requirements of Borrower, Guarantor,or any of their respective subsidiaries. Proceeds will not be used to support operating losses or to purchase "marginstock" pursuant to Regulation U of the Federal Reserve Board or funddistribution to shareholders. 

     4.   **Definition of Tangible Net Worth.**"TangibleNet Worth" is to be defined as total net worth less any intangible assets,loans to related parties, or loans due from officers.  Deferred taxes will be included in the definition of Tangible NetWorth.  Borrower's Tangible Net Worthwill be tested annually at fiscal year end. 

     5.   **Affirmative Covenants.**Borrower herebycovenants with the Bank that Borrower shall: 

          (a)   Reserveand keep in force all licenses, permits, and franchises necessary for theproper conduct of its business and duly pay and discharge all taxes,assessments, and governmental charges upon Borrower or against Borrower'sproperty before the date on which penalties attach thereto, unless and to theextent only that the same shall be contested in good faith and by appropriateproceedings. 

          (b)   Maintainwith financially sound and reputable insurance companies insurance of thekinds, covering the risks, and in the amounts usually carried by companiesengaged in business similar to that of Borrower. Borrower will also exhibit ordeliver such policies of insurance to Bank upon request by Bank and provideappropriate loss payable or mortgagee clauses in the insurance policies infavor of Bank, as its interest may appear, when requested by Bank.

          (c)   Maintainexecutive personnel and management reasonably satisfactory to Bank.  There shall be no change in the Corporation'scurrent Chief Executive Officer without prior written consent of the Bank.

          (d)   Permita representative or agent of Bank to examine and audit any or all of Borrower'sbooks and records when requested by Bank. 

          (e)   InformBank immediately of any material adverse change in the financial condition ofBorrower. Borrower will also promptly inform Bank of any litigation orthreatened litigation which might substantially affect Borrower's financialcondition. 

          (f)   MaintainBorrower's property and equipment in a state of good repair. 

          (g)   Maintainall of the following ratios or amounts, tested quarterly, at calendarquarter-end: 

               (1)   Aminimum Tangible Net Worth of not less than $14,500,000.00 as of the datehereof. 

               (2)   ACurrent Ratio of not less than 2.0:1.0, tested quarterly.  Current Ratio is defined as the ratio ofcurrent assets to current liabilities. Real estate held for resale and the debts associated with this realestate are to be excluded from this calculation.

               (3)   Amaximum Debt to Tangible Net Worth Ratio not to exceed .60:1.0.  This ratio will be tested quarterly. 

     Inthe event of a violation, the Bank may exercise such remedies available to itas set forth herein, in the note, and all of the other loan documents. Alldefined terms shall have the same meaning in accordance with generally acceptedaccounting principles applied on a consistent basis. 

          (h)   Abideby the terms and conditions set forth in this Agreement, the note, and all ofthe other documents evidencing or securing this loan.

          (i)   Maintainits primary deposit relationship with Bank. Guarantor, and any subsidiaries of Borrower and/or Guarantor, excludingmining subsidiaries, shall also maintain their primary deposit relationshipwith Bank.

          (j)   Complywith the following reporting requirements by providing the followinginformation to Bank:

               (1)   Quarterly10Q Reports and annual 10K reports of Borrower when filed with the S.E.C., butno later than 125 days after fiscal year end, or quarter end, as the case maybe.

               (2)   Suchother financial information or disclosure deemed necessary by the Bank fromtime to time.

     6.   **Negative Covenants.**Borrower andGuarantor will not, except in the ordinary course of its business:

          (a)   Incurany additional indebtedness, or assume or undertake to assume or guaranty anyadditional contingent liability, or assign, mortgage, pledge, encumber, grant anysecurity interest in, or transfer any of Borrower's or Guarantor's assets,whether now owned or hereafter acquired. For the purposes hereof, the sale orassignment of accounts receivable and the execution of leases or rentalagreements shall constitute incurring indebtedness for borrower, and theexecution of any guaranty agreement or letter of credit agreement shallconstitute the incurrence of a contingent liability. 

          (b)   Guarantee,endorse, or otherwise become surety for or upon the obligation of any person,firm, or corporation.

          (c)   Lendadditional money or credit, or make new loans, to any person, firm, orcorporation, in excess of $500,000.00.

          (d)   Enterinto any merger or consolidation, or sell, lease, transfer, or otherwisedispose of all or any substantial part of its assets (except in the ordinarycourse of business and except for the sale of Borrower's mining operations),whether now owned or hereafter acquired; or change its name or any name inwhich it does business; or move its principal place of business without givingconcurrent written notice thereof to Bank. 

     7.   **Security For Loan.**The subsidiary ofBorrower and/or Guarantor which has legal title to the real property to bedeveloped as a condominium project hereunder shall execute and deliver to Bankan Agreement Not to Encumber in form satisfactory to Bank in its solediscretion.  The Bank may also requestfrom such subsidiary proof that it has valid title to the subject realproperty, free and clear of any liens or encumbrances, other than real propertytaxes and assessments.

     8.   **Conditions for Disbursements**.  Borrower, Guarantor,  and/or its subsidiaries  may receive disbursements hereunder for thefollowing purposes and in the following maximum amounts:

          (a)   Disbursementsfor working capital needs of Borrower and/or its subsidiaries, in an amount notto exceed $1,500,000.00 outstanding from time to time ("Working CapitalLoan").

          (b)   Disbursementsnot to exceed $3,500,00.00 per condominium project outstanding from time totime to finance the costs of developing condominium projects located inFlorida, to be developed by Borrower and its subsidiaries ("ConstructionLoan").   In addition to complyingwith all the other terms herein contained, disbursements for the ConstructionLoan are subject to the following additional terms and conditions:

               (1)   Thecontracts for sale and purchase of pre-sales of individual condominium units inBorrower's projects shall contain a provision providing that the prospectivebuyer's deposit shall be at least 10% of the purchase price and shall benon-refundable to the prospective buyer if the buyer fails to close on thepurchase of the unit for any reason, other than Borrower's inability to deliverclear title.

               (2)   Priorto drawing funds under the note for a particular project, the Borrower shallinclude the project on the spread sheet form set forth as Exhibit "A"attached hereto.  At all times hereunder,the anticipated Net Proceeds from Presales for all projects shall be greaterthan the Total Costs of all projects less contributed equity on allprojects.  Furthermore, funds borrowedhereunder shall be less than the anticipated Net Proceeds for Presales of allprojects.  Notwithstanding theforegoing, draws for all projects shall not exceed the actual costs incurred onall projects through the date of the draw request.  All of the Net Proceeds from the sale of a unit in a projectshall be applied against the principal balance due on the note.

               (3)   Theanticipated gross sales prices for the units in all projects are sufficient toprovide Borrower or its subsidiaries with a minimum of a 10% return on thetotal costs of all projects.

               (4)   Drawsfor all projects are not to exceed 100% of the Total Costs of all the projects.

               (5)   Theconstruction contract for the condominium projects to be financed hereunder areto be fixed price, and supported by payment and performance bonds for the fullcost of construction.  Bank reserves theright to approve the format of said bonds, as well as the quality of theinsurer.

               (6)   Thegeneral contractor(s) in charge of the construction of the condominium projectsmust have a high level of experience in the construction of beachsidecondominiums.

               (7)   Shouldany construction liens be filed against the real property being developed forcondominium projects, Borrower shall have thirty (30) days from receipt of saidlien to obtain a release of same, or bond the lien off according to FloridaStatutes.

               (8)   Drawshereunder for a particular project shall not exceed $3,500,000.00.  Upon the anticipated commencement of aparticular project, the Borrower is to inform the Bank as to the amount offunds it plans to use for the new project, and the anticipated total costs ofthe project.

               (9)   Ona quarterly basis, Borrower is to: (a) confirm to Bank that the project(s) forwhich funds have been drawn on the loan satisfy all of the criteria set forthhereunder; (b) provide Bank with a spreadsheet indicating what amounts havebeen drawn on the loan for the projects, and the remaining costs for theprojects.

               (10)   ShouldBorrower fail to satisfy the financial requirements as set forthhereunder,  it shall, within thirty (30)days of request by Bank, pay such amounts to Bank as may be required to causeBorrower to return to compliance with the terms hereof.  Failure to pay such amounts, shall be adefault hereunder, and under the note and all other documents evidencing orsecuring same.

     9.   **Events of Default.**The Bank shall havethe option to declare the entire unpaid amount of the loan and accrued interestimmediately due and payable, without presentment, demand, or notice of anykind, if any of the following events occurs before the loan is fully repaid:

          (a)   Anypayment of principal or interest on the loan is not made when due.

          (b)   Anyprovision of this Agreement is breached or proves to be untrue or misleading inany material respect.

          (c)   Anywarranty, representation, or statement made or furnished the Bank by Borroweror Guarantor in connection with the loan and this Agreement (including anywarranty, representation, or statement in the Borrowers financial statements)or to induce the Bank to make the loan, is untrue or misleading in any materialrespect.

          (d)   Anydefault occurs under any agreement with another financial institution, whichdefault is not corrected within the cure period provided in such agreement, ifany.

          (e)   Anyvoluntary or involuntary bankruptcy, reorganization, insolvency, arrangement,receivership, or similar proceeding is commenced by or against Borrower underany federal or state law, or Borrower makes any assignment for the benefit ofcreditors.

          (f)   Anysubstantial part of the inventory, equipment, or other property of theBorrower, real or personal, tangible or intangible, is damaged or destroyed andthe damage or destruction is not covered by collectible insurance.

          (g)   Borroweror Guarantor defaults in the payment of any principal or interest on anyobligation to Bank or any other creditor.

          (h)   Borrowersuffers or permits any lien, encumbrance, or security interest to arise orattach to any of the Borrower's property, or any judgment is entered againstBorrower that is not satisfied or appealed within thirty days.

          (i)   Notwithstandingthe foregoing, there shall be a thirty (30) day grace period for anynon-monetary default, and a fifteen (15) day grace period for any monetarydefault as provided hereunder.

     10.   **Remedies Upon Default.**Upon theoccurrence of, or the discovery by Bank of the occurrence, of any of theforegoing events, circumstances, or conditions of default, Bank shall have, inaddition to its option to declare the entire unpaid amount of the loan andaccrued interest thereon immediately due and payable, all of the rights andremedies of a secured party under applicable State law. Without in any waylimiting the generality of the foregoing, Bank shall also have the followingspecific rights and remedies:

          (a)   Toexercise any and all rights of set-off which Bank may have against any account,fund, or property of any kind, tangible or intangible, belonging to Borrowerwhich shall be in Bank's possession or under its control.

          (b)   Tocure such defaults, with the result that all costs and expenses incurred orpaid by Bank in effecting such cure shall be additional charges on the Loanwhich bear interest at the interest of the Loan and are payable upon demand.

     11.   **Waiver.**No failure or delay on the partof Bank in exercising any power or right hereunder, and no failure of Bank togive Borrower notice of a default hereunder, shall operate as a waiver thereof,nor shall any single or partial exercise of any such right or power precludeany other or further exercise thereof or the exercise of any other right orpower hereunder. No modification or waiver of any provision of this Agreementor any instrument executed pursuant hereto or consent to any departure byBorrower from this Agreement or such instrument shall in any event be effectiveunless the same shall be in writing, and such waiver or consent shall beeffective only in the specific instance and for the particular purpose forwhich given.

     12.   **Benefit**.  This Agreement shall be binding upon and shall inure to thebenefit of Borrower, Guarantor and Bank and their respective successors andassigns.  Bank may assign this Agreementin whole or in part with any assignment of the loan.  Borrower may not assign this Agreement or its obligations underthe loan without Bank's written consent.

     13.   **Construction**.  This Agreement shall be governed and construed in accordance withthe laws of the State of Florida, and any litigation arising out of or relatingto this Agreement or the loan shall be commenced and conducted in the courts ofthat State or in the federal courts of that State.

           **IN WITNESS WHEREOF**, this Agreement hasbeen duly executed as of the 15th day of April 2002.

 

 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | *BORROWER:*  THE GOLDFIELD CORPORATION,  a Delaware Corporation

  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    |
|   | By:

 
/s/ Stephen  R.  Wherry                                   STEPHEN R. WHERRY, Vice-President

                
*GUARANTOR:*  SOUTHEAST POWER CORPORATION,  a Florida Corporation

    
By:
/s/ Stephen  R.  Wherry                                   STEPHEN R. WHERRY, Treasurer         
 
 
   
*ACCEPTED BY:*  WACHOVIA BANK, N.A.

 

 

By:

/s/ Barry  Forbes                                         Barry Forbes, Vice-President

  |