PROMISSORYNOTE





|                      |       | Darin R. Pastor          
|--------------------- | ----- | -------------------------
|                      |       | Newport Beach, California
|                      |       |                          
|                      |       |                          
|Principal LoanAmount: |       |                          
|$577,373.47           | Date: | October 22, 2012         



FOR
VALUE RECEIVED,the undersigned Capstone Affluent
Strategies, Inc. ("Borrower") of 895 Dove Street, 3rd Floor, Newport Beach, CA 92660, promises to pay to the
order of Darin R. Pastor ("Pastor")athisofficeat895DoveStreet,3rdFloor,NewportBeach,CA92660,oratsuchotherplaceasthe
holder thereof may designate, in lawful money of the United States of America and in immediately available funds,
the principal loan amount of $577,373.47("Principal"), or so much thereof as may be outstanding with
interest thereon, whether before or after any breach hereof.



Subject
to the obligation of Pastor to forgive the principal and interest on the Note inaccordancewithprovisions
below, Borrower will be required to repay the Principal on this Note no later than October
4, 2017 (the "Maturity Date") or upon an Event of Default as described below, whichever occurs first. The Principal balance shall bear interest at the minimum federal rate
per annum published bythe Internal Revenue
Service (computed on the basis of a 360-day year, actual days elapsed).Interest shallbegin accruing on the date proceeds are advanced under thisNote.



Prepayment.
Borrower may from time to time partially or wholly repay the outstanding principal.All
payments under this Note shall be applied first to current interest, second to accrued and unpaid interest, and third toPrincipal.



Forgiveness
of Principal and Interest. Pastor shall forgive the Principal plus calculatedaccruedinterestonthisNoteinaccordancewiththetermssetforthinExhibit
Ahereto.TheforgivenessofPrincipal
and interest under this Note will cease upon the occurrence of an Event of Default asdefinedbelow.
Upon the occurrence of an Event of Default (defined below) this Note shall bear interest on the remaining unpaid principal
balance at the default rate of interest equal to the interest rate determined as stated in the 2nd paragraph above PLUS an
additional three percent (3%).



Income
Taxes. Borrower hereby acknowledges responsibility for the payment of incometaxes
in connection with the forgiveness of principal and interest under thisNote.



RighttoOffset. Borrower acknowledges andagreesthat in
ordertocontributetothe satisfaction ofthe repayment obligationhereunder, Pastoris authorized to the necessary deductionsfrom Borrower's interest orentitlement
in any commissions orfees
payable byPastor toBorrower, or inany otheramountsowed by Pastor toBorrower. Borrower also agreesthat Pastorhasand shallhave the right toapplyanyfunds held in Borrower's accounts in which Pastor is legally entitled to satisfy any amounts remaining
outstanding pursuantto the terms of the Note.



BorrowerInitials _______

LenderInitials _______





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Events
of Default. A Default under this Note shall consist of any of the following events:(i) anypaymenttoPastorisnotmadewhendue(includingwhenthereisa materialdefault on any other
materialobligation Borrower has with Pastor);there ismaterial failure to abide by any of the
terms and conditions contained in anyagreement Borrower
has with Pastor butonly afterPastor givesBorrower written notice of any such failure and a reasonable opportunity to cure; (iii) any warranty, representation or
statement made or furnished to Pastor by or on behalf of the Borrower proves to have been false inany material respect when made or furnished;(iv)
the death,dissolution,termination of existence, merger,consolidation,insolvency,business failure,appointment of a receiver of any part of the property of,assignment for the benefit of creditors by,or
thecommencement of any proceedings under bankruptcy or insolvency laws by or against
the Borrower or anyguarantor or suretyforBorrower; (v)anyviolation or breachof any provision or,or any defined event of default under,any addendum to this note, letter agreement,guaranty,security agreement,deed oftrust or other contract or instrument executed in connectionwith thisnote or securing
this note; or (vi) Pastorhas agood faith
belief that theprospect oftimely repaymentis impaired based on Pastor's commercially reasonable assessment that Borrower's prospects of repayment
are materially diminished.



UpontheoccurrenceofanyEventofDefaultdescribedunderclauses(i)through(vi)above,Pastor,at his option,may declare all sums of principal and interest outstanding hereunder to be immediately due
and payable without presentment,demand,protest or advice of dishonor,all
of which are expressly waived by Borrower. Inthe Event of Default,the
Borroweragreesthat Pastormayoffsetany outstandingprincipal and interestdueunder
thisNote againstanyamountsduefrom Pastor for Borrower,uptothemaximum amount legally permitted.



Attorney’s
Fees. The Borrower shall pay Pastor the full amount of all costs and expenses,
including reasonable attorney's fees (to include outside counsel fees) incurred by
the holder inconnection with the enforcement
of the holder's rights and/or the collection of any amount whichbecomes due to Pastor under this Note or the prosecution and defense of any action in any way related to this Note,including without limitation any action to declaratory relief.



Binding
on Heirs and Assigns. This Note inures to and binds the heirs, legal representatives,
successorsandassignsofBorrowerandPastor;provided,however,thatBorrowermaynotassignthis Noteor any proceeds of it or assignor delegateany of its rightsor
obligationswithout Pastor'sprior written
consent in each instance.Pastor,in his sole discretion,may
transfer this Note and may sell or assign interest without notice to Borrower.



ChoiceofLaw.ThisnoteshallbeconstruedinaccordancewiththelawsofthestateofCalifornia.



DARIN R.PASTOR CAPSTONE AFFLUENT STRATEGIES, INC

BY:____________________________________________

TITLE:____________________________________________



BorrowerInitials _______

LenderInitials _______



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ExhibitA

Forgiveness
of NoteTerms

Notwithstanding
any other provisions of this Note to the contrary,the
terms of this Exhibit A shalltake priority.



ForpurposesofthisExhibitA,thefollowingtermsshallhavethefollowingmeanings:



"Borrower"
shall mean the individual or entity listed asBorrowerin
the first paragraph of thisNote. "Forgiveness Amount” shall mean thefollowing:

|                                 | End Year1                        | End Year2                        | End Year3                        | End Year4                        | End Year5                       
|-------------------------------- | -------------------------------- | -------------------------------- | -------------------------------- | -------------------------------- | --------------------------------
|Forgiveness Amount: (1/5thofP&I) | $267,954.50
        PlusInterest | $267,954.50
        PlusInterest | $267,954.50
        PlusInterest | $267,954.50
        PlusInterest | $267,954.50
        PlusInterest



Asspecifiedabove,foreachyearthatpassesfromtheAnniversaryDateofthisNote,thecorrespondingamountofprincipalandaccruedinterestshallbeforgivenassetforthabove.Foranyof thefiveyears listed above for
which the Borrower is not affiliated with Pastor on the AnniversaryDate,theremaining balance of the loan will be immediately
due in full.

































BorrowerInitials _______

LenderInitials _______





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