SECOND MODIFICATION AGREEMENT

THIS SECOND MODIFICATION AGREEMENT, dated as of the 21st day of June, 2001 (the
"Agreement"), made by and between HARBOURTON FINANCIAL CORPORATION, a Delaware
corporation (the "Borrower"), and GREATER ATLANTIC BANK, a federally chartered
financial institution (the "Lender"), recites and provides as follows:

Recitals

A. Pursuant to the terms of a Credit and Security Agreement between Harbourton
Financial Corp. ("HFC") and Lender, dated as of May 11, 2000 (the "Original Loan
Agreement"), as modified by that certain First Modification Agreement, dated as
of November 10, 2000 (the "First Modification"), between HFC and Lender, Lender
agreed to make revolving loans to HFC in an aggregate maximum principal sum of
up to $2,500,000.00 (the "Loans"). The Original Loan Agreement, as modified by
the First Modification Agreement is herein referred to as the "Loan Agreement."
Capitalized terms used herein shall, unless otherwise defined, have the meanings
assigned such terms in the Loan Agreement.

B. The Loans are evidenced by a certain promissory note dated May 11, 2000 (as
modified by the First Modification, the "Credit Note"), made by HFC in the
original principal amount of $2,000,000.00 and payable to the order of Lender;
and are secured by a first priority security interest in the Collateral pursuant
to the terms of the Loan Agreement and the Assignment of Proceeds, dated as of
May 11, 2000 (as modified by the First Modification, the "Assignment"). The
Credit Note, the Loan Agreement, the Assignment and all other documents executed
and delivered to evidence or secure the Loans are hereinafter referred to as the
"Loan Documents."

C. Borrower,  formerly known as Allstate Financial Corporation, is the successor
by merger to HFC.

D. Borrower and Lender desire to further modify the Loan Agreement to increase
the maximum amount available to Borrower under the Loan Agreement from
$2,500,000.00 to $3,000,000.00 and extend the Maturity Date, as set forth in
this Agreement.

Agreement

NOW, THEREFORE, in consideration of these premises and the mutual covenants and
obligations herein set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1 . The Recitals to this Agreement are  incorporated by reference and shall be a
part hereof.

2. The definition of "Maturity Date" set forth in Article I of the Loan
Agreement is hereby modified by replacing such definition with the following:


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Maturity Date : December 31, 2002, or such earlier date as is
provided for in this Agreement.

3. The Credit Note is modified by replacing the number $2,500,000.00" at the top
of the Credit Note, and the words "TWO MILLION FIVE HUNDRED DOLLARS
($2,500,000.00)" in the first paragraph of the Credit Note with $3,000,000.00"
and "THREE MILLION DOLLARS ($3,000,000.00)," respectively.

4. All references in the Loan Documents to "Borrower," "Debtor," or "Harbourton
Financial Corp." shall be deemed to be references to Borrower, and Borrower (to
the extent, if any, not assumed as a matter of law as a result of the merger of
HFC with and into Borrower) hereby expressly assumes all obligations of HFC to
Lender under the Loan Documents.

5. Except as specifically modified by this Agreement, the terms and provisions
of the Credit Note and other Loan Documents are ratified and confirmed and
remain in full force and effect and the shall continue to evidence and secure
the indebtedness of Borrower to Lender for the repayment of the Loans.

6. This Agreement shall inure to the benefit of and bind the respective  parties
hereto and their successors and assigns.

7. This Agreement and the rights and obligations of the parties hereunder shall
be construed and interpreted in accordance with the laws of the Commonwealth of
Virginia, without reference to conflict of laws principles.

                         [Signatures on following page.]





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       IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
signed by their duly authorized representatives all as of the day and year first
above written.

BORROWER:

HARBOURTON FINANCIAL CORPORATION,

formerly known as Allstate  Financial Corporation,
successor by merger to Harbourton Financial Corp.
By: /s/ J. Kenneth McLendon [SEAL]
------------------------
Name: J. Kenneth McLendon
Title: President


LENDER:

GREATER ATLANTIC BANK
By: /s/ Jeremiah D. Behan
---------------------------
Jeremiah D. Behan
Senior Vice President





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