PROMISSORYNOTE





|                      |       | Darin R. Pastor          
|--------------------- | ----- | -------------------------
|                      |       | Newport Beach, California
|                      |       |                          
|                      |       |                          
|Principal LoanAmount: |       |                          
|$1,339,772.50         | Date: | December 31, 2012        



FOR
VALUE RECEIVED, the undersigned Capstone Affluent Strategies, Inc. ("Borrower") of 895Dove
Street 3rd Floor, Newport Beach, CA 92660, promises to pay to the order of Darin R. Pastor
("Pastor")at his office at 895 Dove Street,3rdFloor,Newport
Beach, CA 92660, or at such other place as theholder thereof may designate, in
lawful money of the United States of America and in immediatelyavailable funds,
the principal loan amount of $1,339,772.50("Principal"),
or so much thereof as may beoutstanding with interest thereon, whether before or
after any breachhereof.



Subject
to the obligation of Pastor to forgive the principal and interest on the Note in accordancewithprovisions
below, Borrower will be required to repay the Principal on this Note no later than October4, 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 by theInternal Revenue Service (computed on the basis of a 360-day year, actual days elapsed). Interest shallbeginaccruingon
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 unpaidinterest, and third toPrincipal.



Forgiveness
of Principal and Interest. Pastor shall forgive the Principal plus calculated accruedinterestonthisNoteinaccordancewiththetermssetforthinExhibit Ahereto.TheforgivenessofPrincipal and interest under this Note will cease upon the occurrence of an Event of Default asdefinedbelow. Upontheoccurrence
of an Event of Default (defined below) this Note shall bear interest ontheremaining 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 income taxes m connection with the forgiveness of principal and interest under thisNote.



Right
to Offset.Borrower
acknowledges and agrees that in order to contribute to the satisfaction ofthe repayment
obligation hereunder, Pastor is authorized to the necessary deductions from Borrower'sinterest
or entitlement in any commissions or fees payable by Pastor to Borrower, or in any other amounts owed byPastortoBorrower.BorroweralsoagreesthatPastorhasandshallhavetherighttoapplyany funds held in Borrower's accounts in which Pastor is legally entitled
to satisfy any amounts remaining outstanding pursuant to the terms of theNote.





BorrowerInitials _______

LenderInitials _______

1





EventsofDefault.ADefaultunderthisNoteshallconsistofanyofthefollowingevents: (i)anypaymenttoPastorisnot made when due(including when there isamaterial defaultonany othermaterial obligation Borrowerhaswith Pastor);thereis material failure to abide byanyoftheterms and conditions contained in any agreement Borrower has with Pastor
but only after Pastor gives Borrower 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 in any 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
the commencement of any proceedings under bankruptcy or insolvency laws by or against the Borrower or any guarantor or surety for
Borrower;(v)
any violationor breach of any provision or, or any defined event of default under,
any addendum to this note, letter agreement,guaranty,security agreement,deed
of trust or other contract or instrument executedin connection with this note or securing
this note;or (vi) Pastor has a good faith belief that
the prospect of timely repayment is impaired based on Pastor's commercially reasonable assessment that Borrower's prospects of
repayment are materially diminished.



UpontheoccurrenceofanyEventofDefaultdescribedunderclauses(i)through(vi)above,Pastor,athis option,may declare all sums of principal and interest outstanding hereunder to be immediately dueand payable without presentment,demand,protest or advice of dishonor,all
of which are expressly waivedby Borrower. Inthe Event of Default,the Borrower agrees that Pastor
may offset any outstanding principal and interest due under this Note against any amounts due from Pastor for Borrower,up to the maximum 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 holderinconnection 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 tothis Note,including without limitation any action to declaratory relief.



Binding
on Heirs and Assigns.This Note inures to and binds the heirs,legal
representatives,successors and
assigns of Borrower and Pastor; provided,however, that
Borrower may not assign this Note orany proceedsofitorassignordelegateanyofits rightsorobligationswithoutPastor'spriorwrittenconsentin eachinstance.Pastor,inhissolediscretion,may transferthis Note andmaysell orassign interest without
notice to Borrower.



ChoiceofLaw.Thisnoteshallbeconstruedinaccordancewiththelawsofthestate ofCalifornia.

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 Ashalltake priority.



For purposes of this Exhibit
A,the following terms shall have the following meanings:



"Borrower" shall mean
the individual or entity listed as Borrower in 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) | $115,474.69
        PlusInterest | $115,474.69
        PlusInterest | $115,474.69
        PlusInterest | $115,474.69
        PlusInterest | $115,474.69
        PlusInterest



Asspecifiedabove,foreachyearthatpassesfromtheAnniversaryDateofthisNote,thecorresponding amountofprincipalandaccruedinterestshallbeforgivenas setforthabove.Foranyof thefive years listed aboveforwhichtheBorrower is notaffiliatedwithPastoron the AnniversaryDate,theremaining balance of the loan will be
immediately due in full.





























BorrowerInitials _______

LenderInitials _______





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