FEDERAL DEPOSIT INSURANCE CORPORATION
                                WASHINGTON, D.C.

------------------------------
In the Matter of               )                        CONSENT ORDER
                               )
CORNERSTONE COMMUNITY BANK     )                        FDIC-10-1037b
CHATTANOOGA, TENNESSEE         )

(INSURED STATE NONMEMBER BANK) )
------------------------------

     The  Federal  Deposit  Insurance  Corporation  ("FDIC")  is the appropriate
Federal  banking  agency  for Cornerstone Community Bank, Chattanooga, Tennessee
("Bank"),  under  12  U.S.C.  ss. 1813(q).

     The Bank, by and through its duly elected and acting Board of Directors
("Board"), has executed a "STIPULATION TO THE ISSUANCE OF A CONSENT ORDER"
("STIPULATION"), dated March 31, 2010, that is accepted by the FDIC. With the
Stipulation, the Bank has consented, without admitting or denying any charges of
unsafe or unsound banking practices or violations of law or regulation relating
to deficient credit underwriting and monitoring, failure to identify problem
assets, inadequate Allowance for Loan and Lease Losses ("ALLL"), and weaknesses
in capital, interest rate risk and liquidity, to the issuance of this CONSENT
ORDER ("ORDER") by the FDIC.

     Having determined that the requirements for issuance of an order under 12
U.S.C.  ss. 1818(b) have been satisfied, the FDIC hereby orders that:

             COMPLIANCE COMMITTEE - NON-EMPLOYEE DIRECTORS REQUIRED
             ------------------------------------------------------

1.     (a)     Within 30 days after the effective date of this ORDER, the Bank's
Board shall establish a committee of the Board of the Bank charged with the
responsibility of ensuring that the Bank complies with the provisions of this
ORDER. At least a majority of the members of such committee shall be directors
not employed in any capacity by the Bank other than as a director. The committee
shall report monthly to the full Board, and a copy of the report and any
discussion relating to the report or the ORDER shall be noted in the minutes of
the Bank's Board meetings. The establishment of this subcommittee shall not
diminish the responsibility or liability of the entire Board to ensure
compliance with the provisions of this ORDER.

<PAGE>
                          MANAGEMENT - STAFFING STUDY
                          ---------------------------

     2.     (a)     Within 30 days after the effective date of this ORDER, the
Bank shall retain a bank consultant acceptable to the Regional Director of the
FDIC's Dallas Region ("Regional Director") and to the Commissioner of the
Tennessee Department of Financial Institutions ("Commissioner"). The consultant
shall develop a written analysis and assessment of the Bank's management and
staffing needs ("Management Plan") for the purpose of providing qualified
management for the Bank.

     (b)     The Bank shall provide the Regional Director and the Commissioner
with a copy of the proposed engagement letter or contract with the consultant
for review before it is executed. The contract or engagement letter, at a
minimum, should include:

               (1)  A description  of  the  work  to  be  performed  under  the
                    contract  or  engagement  letter;

               (2)  The responsibilities  of  the  consultant;

                                       2
<PAGE>

               (3)  An identification  of  the  professional  standards
                    covering  the  work  to  be  performed;

               (4)  Identification  of  the  specific  procedures  to  be  used
                    when  carrying  out  the  work  to  be  performed;

               (5)  The qualifications  of  the  employee(s)  who  are  to
                    perform  the  work;

               (6)  The time  frame  for  completion  of  the  work;

               (7)  Any restrictions  on  the  use  of  the  reported  findings;
                    and

               (8)  A provision  for  unrestricted  examiner  access  to  work
                    papers.

     (c)  The  Management  Plan  shall  be  developed  within  90 days after the
effective  date  of this ORDER. The Management Plan shall include, at a minimum:

               (1)  Identification  of  both  the  type  and  number  of officer
                    positions  needed  to  properly  manage  and  supervise  the
                    affairs  of  the  Bank;

               (2)  Identification  and  establishment  of  such  Bank
                    committees  as  are needed to provide guidance and oversight
                    to  active  management;

               (3)  Evaluation  of  all  Bank  officers  and  staff  members  to
                    determine  whether  these  individuals  possess the ability,
                    experience  and  other  qualifications  required  to perform
                    present  and  anticipated duties, including adherence to the
                    Bank's  established  policies and practices, and restoration
                    and  maintenance  of the Bank in a safe and sound condition;
                    and

               (4)  A plan  to  recruit  and  hire  any  additional  or
                    replacement personnel with the requisite ability, experience
                    and  other  qualifications  to  fill  those officer or staff
                    member  positions  identified  in  the  Management  Plan.

                                       3
<PAGE>

     (d)     The Management Plan shall be submitted to the Regional Director and
the Commissioner for review and comment upon its completion. Within 30 days from
the receipt of any comments from the Regional Director and the Commissioner, and
after the adoption of any recommended changes, the Bank shall approve the
Management Plan, and record its approval in the minutes of the Board meeting.
Thereafter, the Bank, its directors, officers, and employees shall implement and
follow the Management Plan and/or any subsequent modification.

     (e)  Thereafter,  the Bank shall have and retain qualified management. Each
member  of  management  shall possess qualifications and experience commensurate
with  his  or her duties and responsibilities at the Bank. The qualifications of
management  personnel  shall  be  evaluated  on  their  ability  to:

               (1)  Comply  with  the  requirements  of  the  ORDER;

               (2)  Operate  the  Bank  in  a  safe  and  sound  manner;

               (3)  Comply  with  applicable  laws  and  regulations;  and

               (4)  Restore  all  aspects  of  the  Bank  to  a  safe  and sound
                    condition,  including  improve  the  Bank's  asset  quality,
                    capital  adequacy,  earnings,  management  effectiveness,
                    liquidity,  and  its  sensitivity  to  market  risk.

     (f)     Within 30 days after the effective date of this ORDER, the Bank
shall restructure the Information Technology Management, Risk Management, and
Special Assets Committees to include representation of the directors not
employed in any capacity by the Bank other than as a director.

                                       4
<PAGE>
                      ALLOWANCE FOR LOAN AND LEASE LOSSES
                                      AND
                              AMENDED CALL REPORTS
                              --------------------

     3.     (a)     Within 30 days after the effective date of this ORDER, the
Bank shall make provisions to its Allowance for Loan and Lease Losses ("ALLL")
in the amount of at least $1,624,000. The allowance should be funded by charges
to current operating income, and should be calculated in accordance with
generally accepted accounting standards and ALLL supervisory guidance. After the
initial provision is made, the Bank shall thereafter maintain a reasonable ALLL.
Prior to the end of each calendar quarter, the Bank's Board shall review the
adequacy of the Bank's ALLL. Such reviews shall include, at a minimum, the
Bank's loan loss experience, an estimate of potential loss exposure in the
portfolio, trends of delinquent and non-accrual loans and prevailing and
prospective economic conditions. The minutes of the Bank's Board meetings at
which such reviews are undertaken shall include complete details of the reviews
and the resulting recommended increases in the ALLL.

     (b)     Within 30 days after the effective date of this ORDER, the Bank
shall review Consolidated Reports of Condition and Income filed with the FDIC on
or after September 30, 2009, and amend said reports to accurately reflect the
financial condition of the Bank as of the date of each such report. In
particular, such reports shall contain a reasonable ALLL. Reports filed after
the effective date of this ORDER shall also accurately reflect the financial
condition of the Bank as of the reporting date.

                             BUDGET AND PROFIT PLAN
                             ----------------------

                                       5
<PAGE>
     4.     (a)     Within 60 days after the effective date of this ORDER, the
Bank shall formulate and submit to the Regional Director and the Commissioner
for review and comment a written profit plan and a realistic, comprehensive
budget for all categories of income and expense for calendar year 2010. The plan
required by this paragraph shall contain formal goals and strategies, be
consistent with sound banking practices, reduce discretionary expenses, improve
the Bank's overall earnings and net interest income, and shall contain a
description of the operating assumptions that form the basis for major projected
income and expense components.

     (b)  The  written  profit  plan  shall  address,  at  a  minimum:

               (1)  An analysis  of  the  Bank's  pricing  structure;  and

               (2)  A recommendation  for  reducing  the  Bank's  cost of funds.

     (c)     Within 30 days after the end of each calendar quarter following
completion of the profit plan and budget required by this paragraph, the Bank's
Board shall evaluate the Bank's actual performance in relation to the written
profit plan and budget, record the results of the evaluation, and note any
actions taken by the Bank in the minutes of the Board meeting when such
evaluation is undertaken.

     (d)     A written profit plan and budget shall be prepared for each
calendar year for which this ORDER is in effect and shall be submitted to the
Regional Director and the Commissioner for review and comment within 30 days
after the end of each year. Within 30 days after receipt of all such comments
from the Regional Director and the Commissioner and after adoption of any
recommended changes, the Bank shall approve the written profit plan and budget,
which approval shall be recorded in the minutes of the Board meeting.
Thereafter, the Bank shall implement and follow the plan.

                                       6
<PAGE>
                                 STRATEGIC PLAN
                                 --------------

     5.     (a)     Within 60 days after the effective date of this ORDER, the
Bank shall prepare and adopt a comprehensive strategic plan. The strategic plan
required by this paragraph shall contain an assessment of the Bank's current
financial condition and market area, and a description of the operating
assumptions that form the basis for major projected income and expense
components.

     (b)  The  written  strategic  plan  shall  address,  at  a  minimum:

               (1)  Strategies  for  pricing  policies  and  asset/liability
                    management;

               (2)  Plans for  sustaining  adequate  liquidity,  including
                    back-up  lines  of  credit to meet any unanticipated deposit
                    withdrawals;

               (3)  Goals for  reducing  problem  loans;

               (4)  Plans for  attracting  and  retaining  qualified
                    individuals  to fill vacancies in the lending and accounting
                    functions;

               (5)  Financial  goals,  including  pro  forma  statements  for
                    asset  growth,  capital  adequacy,  and  earnings;

               (6)  Formulation  of  a  mission  statement  and  the development
                    of  a  strategy  to  carry  out  that  mission.

     (c)     The  Bank  shall submit the strategic plan to the Regional Director
and  the  Commissioner  for  review  and  comment.  After consideration all such
comments,  the  Bank shall approve the plan, which approval shall be recorded in
the  minutes  of  the Bank's Board meeting. Thereafter, the Bank shall implement
and  follow  the  strategic  plan.

                                       7
<PAGE>
     (d)     Within 30 days after the end of each calendar quarter following the
Board approval of this plan, the Bank's Board shall evaluate the Bank's
performance in relation to the strategic plan required by this paragraph and
record the results of the evaluation, and any actions taken by the Bank, in the
minutes of the Bank's Board meeting at which such evaluation is undertaken.

     (e)     The strategic plan required by this ORDER shall be revised and
submitted to the Regional Director and the Commissioner for review and comment
30 days after the end of each calendar year for which this ORDER is in effect.
Within 30 days after receipt of all such comments from the Regional Director and
the Commissioner and after consideration of all such comments, the Bank shall
approve the revised plan, which approval shall be recorded in the minutes of the
Bank's Board meeting. Thereafter, the Bank shall implement the revised plan.

                              DIVIDEND RESTRICTION
                              --------------------

     6.          (a)     As of the effective date of this ORDER, the Bank shall
not declare or pay any cash dividend without the prior written consent of the
Regional Director and the Commissioner.

                                  CAPITAL PLAN
                                  ------------

     7.  (a)  Within  60  days  after the effective date of this ORDER, the Bank
shall  submit  a  written  capital  plan  to  the  Regional  Director  and  the
Commissioner to increase its Tier 1 Capital by no less than eight percent of the
Bank's Average Total Assets. The capital plan shall also require the Bank, after
establishing an Allowance for Loan and Lease Losses, to achieve and maintain its
Tier  1  Leverage  Capital  ratio  equal to or greater than eight percent of the
Bank's  Average  Total  Assets;  to  achieve  and maintain its Tier 1 Risk-Based
Capital  ratio  equal  to  or  greater  than  ten  percent  of  the Bank's Total
Risk-Weighted  Assets;  and to achieve and maintain its Total Risk-Based Capital
ratio  equal to or greater than twelve percent of the Bank's Total Risk Weighted
Assets.

                                       8
<PAGE>

     (b)     Such capital plan shall detail the steps that the Bank shall take
to achieve and maintain the capital requirements set forth in paragraph 7(a)
above. In developing the capital plan, the Bank must take into consideration:

               (1)  The volume  of  the  Bank's  adversely  classified  assets;

               (2)  The nature  and  level  of  the  Bank's asset concentration;

               (3)  The adequacy  of  the  Bank's  ALLL;

               (4)  The anticipated  level  of  retained  earnings;

               (5)  Anticipated  and  contingent  liquidity  needs;  and

               (6)  The source  and  timing  of  additional  funds  to  fulfill
                    future  capital  needs.

In addition, the capital plan must include a contingency plan in the event that
the Bank has: (1) failed to maintain the minimum capital ratios required by
paragraph 7(a); (2) failed to submit an acceptable capital plan as required by
this subparagraph; or (3) failed to implement or adhere to a capital plan to
which the Regional Director and the Commissioner have taken no written objection
pursuant to this subparagraph. Said contingency plan shall include a plan to
sell or merge the Bank. The Bank shall implement the contingency plan upon
written notice from the Regional Director and the Commissioner.

     (c) After the Regional Director and the Commissioner respond to the capital
plan, the Bank's Board shall adopt the capital plan, including any modifications
or  amendments  requested  by  the  Regional  Director  and  the  Commissioner.
Thereafter, the Bank shall immediately initiate measures detailed in the capital
plan,  to the extent such measures have not previously been initiated, to effect
compliance  with  the  plan  within  30 days after the Regional Director and the
Commissioner  respond  to  the  capital  plan.

                                       9
<PAGE>
     (d)     Such increase in Tier 1 Capital and any increase in Tier 1 Capital
necessary to meet the capital ratios required by this ORDER may be accomplished
by:

               (1)  The sale  of  securities  in  the  form  of common stock; or

               (2)  The direct  contribution  of  cash  subsequent  to  October
                    8, 2009, by the directors and/or shareholders of the Bank or
                    by  the  Bank's  holding  company;  or

               (3)  Receipt  of  an  income  tax  refund  or  the capitalization
                    subsequent  to  October  8,  2009, of a bona fide tax refund
                    certified as being accurate by a certified public accounting
                    firm;  or

               (4)  Any other  method  approved  by  the  Regional  Director and
                    the  Commissioner.

     (e)  If  any  such  capital  ratios are less than required by the ORDER, as
determined  as  of  the  date  of  any  Report  of Condition and Income or at an
examination  by  the  FDIC  or  the  State, the Bank shall, within 30 days after
receipt of a written notice of the capital deficiency from the Regional Director
or the Commissioner, present to the Regional Director and the Commissioner a new
capital  plan  to increase the Bank's Tier 1 Capital of the Bank or to take such
other  measures  to  bring all the capital ratios to the percentages required by
this  ORDER. After the Regional Director and the Commissioner respond to the new
capital  plan,  the Bank's Board shall adopt the new capital plan, including any
modifications  or  amendments  requested  by  the  Regional  Director  and  the
Commissioner.

                                       10
<PAGE>
     (f)   Thereafter, the Bank shall immediately initiate measures detailed in
the plan, to the extent such measures have not previously been initiated, to
increase its Tier 1 Capital by an amount sufficient to bring all the Bank's
capital ratios to the percentages required by this ORDER within 30 days after
the Regional Director and the Commissioner respond to the new capital plan.

     (g)     If all or part of the increase in Tier 1 Capital required by this
ORDER is to be accomplished by the sale of new securities, the Bank's Board
shall adopt and implement a plan for the sale of such additional securities,
including soliciting proxies and the voting of any shares or proxies owned or
controlled by them in favor of the plan. Should the implementation of the plan
involve a public distribution of the Bank's securities (including a distribution
limited only to the Bank's existing shareholders), the Bank shall prepare
offering materials fully describing the securities being offered, including an
accurate description of the financial condition of the Bank and the
circumstances giving rise to the offering, and any other material disclosures
necessary to comply with Federal securities laws. Prior to the implementation of
the plan, and in any event, not less than 20 days prior to the dissemination of
such materials, the plan and any materials used in the sale of the securities
shall be submitted to the FDIC, Accounting and Securities Disclosure Section,
550 17th Street N.W., Washington, D.C. 20429, for review. Any changes requested
to be made in the plan or the materials by the FDIC shall be made prior to their
dissemination. If the increase in Tier 1 Capital is to be provided by the sale
of non-cumulative perpetual preferred stock, then all terms and conditions of
the issue shall be presented to the Regional Director and the Commissioner for
prior approval.

                                       11
<PAGE>
     (h)     In complying with the provisions of this ORDER and until such time
as any such public offering is terminated, the Bank shall provide to any
subscriber and/or purchaser of the Bank's securities written notice of any
planned or existing development or other change which is materially different
from the information reflected in any offering materials used in connection with
the sale of the Bank securities. The written notice required by this paragraph
shall be furnished within 10 days after the date such material development or
change was planned or occurred, whichever is earlier, and shall be furnished to
every purchaser and/or subscriber who received or was tendered the information
contained in the Bank's original offering materials.

     (i)     In addition, the Bank shall comply with the FDIC's Statement of
Policy on Risk-Based Capital found in Appendix A to Part 325 of the FDIC Rules
and Regulations, 12 C.F.R. Part 325, App. A.

     (j)     For purposes of this ORDER, all terms relating to capital shall be
calculated according to the methodology set forth in Part 325 of the FDIC's
Rules and Regulations, 12 C.F.R. Part 325.

                RESTRICTION ON ADVANCES TO CLASSIFIED BORROWERS
                -----------------------------------------------

     8.  (a)  While this ORDER is in effect, the Bank shall not extend, directly
or indirectly, any additional credit to or for the benefit of any borrower whose
existing  credit has been classified Loss either in whole or in part by the FDIC
or  the State and is uncollected, or to any borrower who is already obligated in
any  manner  to  the  Bank  on  any  extension  of credit, including any portion
thereof,  that  has  been  charged  off  the  books  of  the  Bank  and  remains
uncollected. The requirements of this paragraph shall not prohibit the Bank from
renewing  credit  already extended to a borrower after full collection, in cash,
of  interest  due  from  the  borrower.

                                       12
<PAGE>
     (b)     While this ORDER is in effect, the Bank shall not extend, directly
or indirectly, any additional credit to or for the benefit of any borrower whose
extension of credit is classified Doubtful and/or Substandard either in whole or
in part by the FDIC or the State and is uncollected, unless the Bank's Board has
signed a detailed written statement giving reasons why failure to extend such
credit would be detrimental to the best interests of the Bank. The statement
shall be placed in the appropriate loan file and included in the minutes of the
applicable Bank Board meeting.

             CLASSIFIED ASSETS - CHARGE-OFF AND PLAN FOR REDUCTION
             -----------------------------------------------------

     9.     (a)     Within 30 days after the effective date of this ORDER, the
Bank shall, to the extent that it has not previously done so, eliminate from its
books, by charge-off or collection, all assets or portions of assets classified
Loss by the FDIC or the State as a result of its examination of the Bank as of
October 8, 2009. Elimination or reduction of these assets through proceeds of
loans made by the Bank shall not be considered "collection" for the purpose of
this paragraph.

     (b)     Within 60 days after the effective date of this ORDER, the Bank
shall submit a written plan to the Regional Director and the Commissioner to
reduce the remaining assets classified Doubtful and Substandard as of October 8,
2009. The plan shall address each asset so classified with a balance of $300,000
or greater and provide the following:

                                       13
<PAGE>

          (1)  The name  under  which  the  asset  is  carried  on  the books of
               the  Bank;

          (2)  Type of  asset;

          (3)  Actions  to  be  taken  in  order to reduce the classified asset;
               and

          (4)  Timeframes  for  accomplishing  the  proposed  actions.

     The  plan  shall  also  include,  at  a  minimum:

          (1)  Review  the  financial  position  of  each  such  borrower,
               including  the  source  of  repayment,  repayment  ability,  and
               alternate  repayment  sources;  and

          (2)  Evaluate  the  available  collateral  for  each  such  credit,
               including  possible  actions  to  improve  the  Bank's collateral
               position.

     In addition, the Bank's plan shall contain a schedule detailing the
projected reduction of total classified assets on a quarterly basis. Further,
the plan shall contain a provision requiring the submission of monthly progress
reports to the Bank's Board and a provision mandating a review by the Bank's
Board.

     (c)     The Bank shall present the plan to the Regional Director and the
Commissioner for review. Within 30 days after the Regional Director's and the
Commissioner's response, the plan, including any requested modifications or
amendments shall be adopted by the Bank's Board which approval shall be recorded
in the minutes of the meeting of the Bank's Board. The Bank shall then
immediately initiate measures detailed in the plan to the extent such measures
have not been initiated.

     (d)  For purposes of the plan, the reduction of adversely classified assets
as  of October 8, 2009, shall be detailed using quarterly targets expressed as a
percentage  of  the Bank's Tier 1 Capital plus the Bank's Allowance for Loan and
Lease  Losses  and  may  be  accomplished  by:

                                       14
<PAGE>

                    (1)  Charge-off;

                    (2)  Collection;

                    (3)  Sufficient  improvement  in  the  quality  of adversely
                         classified assets so as to warrant removing any adverse
                         classification, as determined by the FDIC or the State;
                         or

                    (4)  Increase  in  the  Bank's  Tier  1  Capital.

     (e)     While this ORDER is in effect, the Bank shall eliminate from its
books, by charge-off or collection, all assets or portions of assets classified
Loss as determined at any future examination conducted by the FDIC or the State.

                                LENDING POLICIES
                                ----------------

     10.     Within 60 days after the effective date of this ORDER, the Bank
shall ensure policies are enhanced and procedures are implemented to correct
credit underwriting and loan administration deficiencies disclosed in the
October 8, 2009, Report of Examination, including the Bank's Asset-Based and
Commercial Real Estate ("CRE") lending strategy, policies and procedures. They
shall include:

     (a)     Guidance consistent with the December 6, 2006, Financial
Institution Letter pertaining to Concentrations in Commercial Real Estate
Lending, Sound Risk Management Practices including, at a minimum, the following:

                    (1)  Limits  for  total  exposure  in  relation  to  total
                         loans,  total  risk-based  capital  and  by  loan type,

                                       15
<PAGE>
                    (2)  Reporting  requirements,

                    (3)  Risk mitigation  strategies,

                    (4)  Guidelines  for  reevaluation  of  real  estate
                         collateral,  and

                    (5)  Sensitivity  analysis  of  individual  CRE  loans  and
                         CRE  portfolio.

     (b)  Guidance  addressing  Asset-Based lending that includes, at a minimum,
the  following:

                    (1)  The requirement  of  personal  guarantees,

                    (2)  Lender  liability  issues,

                    (3)  Guidelines  for  qualified  customers,

                    (4)  Advance  rates  are  justified  by  the  value  and
                         marketability  of  underlying  collateral,

                    (5)  The  requirement  of an asset-based loan agreement that
               sets  forth conditions governing the handling of the relationship
               and  the  remedies  available  in  the event of default. The loan
               agreement  should  address  the  following  areas:

                         (A)  Eligible  accounts  receivable,

                         (B)  Delinquent  accounts,

                         (C)  Contra  accounts,

                         (D)  Affiliate  accounts,

                         (E)  Concentration  accounts,

                         (F)  Bill-and-hold  sales,

                                       16
<PAGE>

                         (G)  Progress  billings,

                         (H)  Receivables  subject  to  a  purchase-money
                              interest,

                         (I)  Percentage  advanced  against  or  acceptable
                              accounts  receivable,

                         (J)  Percentage  advanced  against  eligible
                              inventory,

                         (K)  Audits,  and

                         (L)  Confirmations.

     (6)  Periodic on-site audits of borrowers that include the following in the
analysis  as  appropriate:

                         (A)  Shipping  documents,

                         (B)  Inventory  invoices,

                         (C)  Turnover  of  account  receivables  and  account
                              payables,

                         (D)  Direct  verification  of  account  receivables
                              and  account  payables,

                         (E)  Concentrations  of  customers'  account
                              receivables  (Poor  credit  quality  in  a
                              concentration  may  warrant  lower advance rates.)

                         (F)  Sales dilution  resulting  from  merchandise
                              returns,  bad  debt  allowances  or  uncollectible
                              receivables,

                         (G)  Borrower's  credit  and  collection  procedures,

                         (H)  Ineligible  affiliate  and  inter-company
                              receivables,

                         (I)  Other possibly  ineligible  account  receivables
                              such  as:

                                       17
<PAGE>

                              (1)  Restarts  (new  account  receivable  issued
                                   by  borrower to replace an account receivable
                                   that  is  over 90 days effectively "restarts"
                                   the  invoice),

                              (2)  Service  (lawyers,  repair  work,  etc.  are
                                   sometimes  excluded,

                              (3)  Foreign  (sometimes  excluded  because  of
                                   perfection  difficulties  outside  the United
                                   States),  and

                              (4)  Chronic  delinquents.

                         (J)  Aging of  account  receivables  and  account
                              payables,

                         (K)  Inventory  make  up  such  as:

                              (1)  Shelf Life,

                              (2)  Obsolescence,

                              (3)  High tech,  and

                              (4)  Work in  Process  (exclude  from  borrowing
                                   base).

                         (L)  Machinery  and  equipment  listing.  (Specialty
                              equipment  is  typically  excluded  as  eligible
                              collateral),

                         (M)  Operational  risk  of  the  borrower.

     (7)  Borrowing  base  is  adequately  monitored,

     (8)  When  a  credit  approval  presentation is required and what it should
contain,

     (9)  Controls  over  disbursements,  and

     (10)  Controls  over  borrower  operating  accounts.

     (c)  Underwriting  standards  including;

                                       18
<PAGE>

                         (1)  Loan terms,

                         (2)  Pricing  structures,

                         (3)  Obtaining,  validating,  and  updating
                              appraisals  and  evaluations,  when  warranted;

                         (4)  Collateral  valuation  and  appraisal  review,

                         (5)  LTV limits,

                         (6)  Requirement  for  feasibility  studies,
                              sensitivity  analyses  and/or  stress  testing,

                         (7)  Minimum  requirements  for  initial  investment
                              and  maintenance  of  hard equity by the borrower,

                         (8)  Minimum  standards  for  borrower  net  worth,
                              property  cash flow, and debt service coverage for
                              the  property,  and

                         (9)  Ensuring  compliance  with  the  Interagency
                              Policy  Statement  on  the  Allowance for Loan and
                              Lease  Losses,  specifically  relating  to testing
                              large  impaired  loans  according  to  Financial
                              Accounting  Standard  114.

     (d)  Loan  administration  standards  including;

                         (1)  Loan disbursement  procedures,

                         (2)  Inspection  processes,

                         (3)  Documentation  on  construction  progress,

                         (4)  Tracking  pre-sold  units,

                         (5)  Exception  monitoring  and  reporting,

                                       19
<PAGE>
                         (6)  Ongoing  monitoring  of  borrower  property  cash
                              flow  and  debt service coverage for the property,
                              and

                         (7)  Regular  credit  reviews  to  assess  credit
                              quality.

     (e)  Perform  portfolio-level  stress  tests  or  sensitivity  analysis  to
quantify  the impact of changing economic conditions on asset quality, earnings,
and  capital

     (f) Procedures to monitor economic conditions and real estate values in the
Bank's  larger  geographic  trade  areas,

     (g) Procedures to identify, track, and report exceptions to the loan policy
and  to  establish  procedures for approval of loans granted in exception to the
loan  policy,

                         (1)  Controls  to  ensure  adherence  to  and  monitor
                              compliance  with  the policies and strategies. The
                              Bank's  Board  will approve all policy deviations,
                              with  a record of this approval noted in the Board
                              minutes;  and

                         (2)  Provisions  for  the  submission  of  monthly
                              progress  reports  to  the  Board  for  review and
                              notation  in  the  minutes.

The adequacy of the policy will be reviewed at future examinations or
visitations of the Bank.

                    SPECIAL MENTION AND TECHNICAL EXCEPTIONS
                    ----------------------------------------

     11.     (a)     Within 60 days after the effective date of this ORDER, the
Bank shall correct all deficiencies in the loans listed for Special Mention in
the Report of Examination as of October 8, 2009.

                                       20
<PAGE>
     (b)     Within 60 days after the effective date of this ORDER, the Bank
shall correct the technical exceptions listed in the Report of Examination as of
October 8, 2009

     (c)     Within 90 days after the effective date of this ORDER, the Bank
shall implement a system of monitoring loan documentation exceptions on an
ongoing basis and implement procedures designed to reduce the occurrence of such
exceptions in the future.

                           REDUCTION OF DELINQUENCIES
                           --------------------------

     12.     (a)     Within 60 days after the effective date of this ORDER, the
Bank shall formulate and submit to the Regional Director and the Commissioner
for review and comment a written plan for the reduction and collection of
delinquent loans. Such plan shall include, but not be limited to, provisions
which:

                         (1)  Prohibit  the  extension  of  credit  for  the
                              payment  of  interest;

                         (2)  Delineate  areas  of  responsibility  for
                              implementing  and monitoring the Bank's collection
                              policies;

                         (3)  Establish  specific  collection  procedures  to
                              be  instituted  at  various stages of a borrower's
                              delinquency;

                         (4)  Establish  dollar  levels  to  which  the  Bank
                              shall  reduce  delinquencies per calendar quarter;
                              and

                         (5)  Provide  for  the  submission  of  monthly written
                              progress  reports  to  the Bank's Board for review
                              and  notation  in  minutes  of the meetings of the
                              Bank's  Board.

     (b)  For  purposes  of  the  plan,  "reduce"  means  to:

                                       21
<PAGE>

                         (1)  Charge-off;  or

                         (2)  Collect.

     (c)     After the Regional Director and the Commissioner have responded to
the plan, the Bank's Board shall adopt the plan as amended or modified by the
Regional Director and the Commissioner. The plan will be implemented immediately
to the extent that the provisions of the plan are not already in effect at the
Bank.

                  LOAN COMMITTEE AND LOAN REVIEW REQUIREMENTS
                  -------------------------------------------

     13.     (a)     Within 30 days after the effective date of this ORDER, the
Bank's Board shall establish a loan review committee to periodically review the
Bank's loan portfolio and identify and categorize problem credits. The committee
shall file a report with the Bank's Board at each Board meeting. This report
shall include the following information:

                    (1)  The  overall  quality  of  the  loan  portfolio;

                    (2)  The identification,  by  type  and  amount,  of  each
                         problem  or  delinquent  loan;

                    (3)  The identification  of  all  loans  not  in conformance
                         with  the  Bank's  lending  policy;  and

                    (4)  The identification  of  all  loans  to  officers,
                         directors,  principal  shareholders  or  their  related
                         interests.

     (b)     At least a majority of the members of the loan review committee
shall be directors not employed in any capacity by the Bank other than as a
director.

                                       22
<PAGE>

                          APPRAISAL/EVALUATION POLICY
                          ---------------------------

     14.          Within 90 days after the effective date of this ORDER, the
Bank's Board shall establish and enforce an appraisal review policy. The policy
shall provide a process for identifying appraisals containing weaknesses that
bring the appraised value into question. The policy shall provide guidance
pertaining to evaluation/appraisal procedures as set forth in the Interagency
Appraisal and Evaluation Guidelines dated October 27, 1994.

             CORRECTION OF VIOLATIONS AND CONTRAVENTIONS OF POLICY
             -----------------------------------------------------

     15.          (a)     Within 60 days after the effective date of this ORDER,
the Bank shall eliminate and/or correct all violations of law and regulation
noted in the October 8, 2009, Report of Examination.

     (b)  Within  60 days after the effective date of this ORDER, the Bank shall
implement  procedures  to  ensure future compliance with all applicable laws and
regulations.

     (c)     Within 60 days after the effective date of this ORDER, the Bank
shall address any contraventions of policy noted in the October 8, 2009, Report
of Examination.

                      LIQUIDITY/ASSET/LIABILITY MANAGEMENT
                      ------------------------------------

     16.  (a)  Within  90  days after the effective date of this ORDER, the Bank
shall  develop  and  submit  to  the  Regional Director and the Commissioner for
review  and comment a written plan addressing liquidity, the Bank's relationship
of  volatile  liabilities to temporary investments, rate sensitivity objectives,
and  asset/liability  management.  Annually  thereafter,  while this ORDER is in
effect,  the  Bank  shall  review  this  plan  for adequacy and, based upon such
review,  shall  make  necessary  revisions  to  the  plan  to  strengthen  funds
management  procedures  and  maintain  adequate  provisions  to  meet the Bank's
liquidity  needs.  The  initial  plan  shall  include, at a minimum, provisions:

                                       23
<PAGE>

               (1)  Establishing  limitations  on  the  total  loan  to  total
                    deposits ratio. The requirements of this paragraph shall not
                    be  construed  as  standards  for future operations, and the
                    Bank's total loan to total deposits ratio shall be monitored
                    on a monthly basis and maintained at a level consistent with
                    safe  and  sound  banking  practices;

               (2)  Establishing  a  reasonable  range  for  its  net  non-core
                    funding  ratio  as  computed in the Uniform Bank Performance
                    Report;

               (3)  Identifying  the  source  and  use  of  borrowed  and/or
                    volatile  funds;

               (4)  Establishing  lines  of  credit  at  correspondent  banks,
                    including  the Federal Reserve Bank or the Federal Home Loan
                    Bank  Board,  that  would  allow the Bank to borrow funds to
                    meet  depositor  demands  if the Bank's other provisions for
                    liquidity  proved  to  be  inadequate;

               (5)  Requiring  the  retention  of  securities  and/or  other
                    identified  categories of investments that can be liquidated
                    within  one  day  in  amounts  sufficient  to  ensure  the
                    maintenance  of  the  Bank's  liquidity  posture  at a level
                    consistent  with  short- and long-term liquidity objectives;

                                       24
<PAGE>

               (6)  Establishing  a  minimum  liquidity  ratio  and defining how
                    the  ratio  is  to  be  calculated;

               (7)  Establishing  contingency  plans  by  identifying
                    alternative  courses  of  action designed to meet the Bank's
                    liquidity  needs;

               (8)  Addressing  the  use  of  borrowings  (i.e., seasonal credit
                    needs, match funding mortgage loans, etc.) and providing for
                    reasonable  maturities  commensurate  with  the  use  of the
                    borrowed funds; addressing concentration of funding sources;
                    and  addressing  pricing  and  collateral  requirements with
                    specific  allowable  funding  channels  (i.e.,  brokered
                    deposits,  internet  deposits, Fed funds purchased and other
                    correspondent  borrowings);  and

               (9)  Establishing  procedures  for  managing  the  Bank's
                    sensitivity  to  interest  rate  risk, which comply with the
                    Joint Agency Statement of Policy on Interest Rate Risk (June
                    26,  1996),  and  the  Supervisory  Policy  Statement  on
                    Investment  Securities  and  End-user  Derivative Activities
                    (April  23,  1998).

     (b)     Within 30 days after the receipt of all such comments from the
Regional Director and the Commissioner, and after revising the plan as
necessary, the Bank shall adopt the plan, which adoption shall be recorded in
the minutes of the Board meeting. Thereafter, the Bank shall implement the plan.

                               INTEREST RATE RISK
                               ------------------

     17.  (a)  Within  60  days  after the effective date of the ORDER, the Bank
shall  develop, adopt, and implement an interest rate risk policy and procedures
that  shall  include,  at  a minimum:

                                       25
<PAGE>
               (1)  Measures  designed  to  control  the  nature  and  amount of
                    interest  rate  risk  the  Bank  takes  including those that
                    specify  risk  limits  and defines lines of responsibilities
                    and  authority  for  managing  risk;

               (2)  A system  for  identifying  and  measuring  interest  rate
                    risk;

               (3)  A system  for  monitoring  and  reporting  risk  exposures;
                    and

               (4)  A system  of  internal  controls,  review,  and  audit  to
                    ensure the integrity of the overall risk management process.

                                PROGRESS REPORTS
                                ----------------

     18.     Within 30 days after the end of the first calendar quarter
following the effective date of this ORDER, and within 30 days after the end of
each successive calendar quarter, the Bank shall furnish written progress
reports to the Regional Director and the Commissioner detailing the form and
manner of any actions taken to secure compliance with this ORDER and the results
thereof. Such reports may be discontinued when the corrections required by the
ORDER have been accomplished and the Regional Director has released the Bank in
writing from making additional reports.

                            SHAREHOLDER NOTIFICATION
                            ------------------------

                                       26
<PAGE>

     19.     Within 30 days after the effective date of this ORDER, the Bank
shall send a copy of this ORDER, or otherwise furnish a description of this
ORDER, to its shareholders. The description shall fully describe the ORDER in
all material respects. The description and any accompanying communication,
statement, or notice shall be sent to the FDIC Accounting and Securities
Disclosure Section, 550 17th Street N.W., Washington, D.C. 20429, for review at
least 20 days prior to dissemination to shareholders. Any changes requested by
the FDIC shall be made prior to dissemination of the description, communication,
notice, or statement.

     The  provisions of this ORDER shall not bar, stop, or otherwise prevent the
FDIC  or  any  other federal or state agency or department from taking any other
action  against  the  Bank  or  any  of  the  Bank's  current  or  former
institution-affiliated  parties.

     This ORDER shall be effective on the date of issuance.

     The provisions of this ORDER shall be binding upon the Bank, its
institution-affiliated parties, and any successors and assigns thereof.

     The provisions of this ORDER shall remain effective and enforceable except
to the extent that and until such time as any provision has been modified,
terminated, suspended, or set aside by the FDIC and the State.

     Issued pursuant to delegated authority 2nd day of April, 2010.

                                               /s/ Kristie K. Elwquist
                                               ------------------------
                                           For: Thomas J. Dujenski
                                                Regional Director
                                                Dallas Region
                                                Division of Supervision and
                                                Consumer Protection
                                                Federal Deposit Insurance
                                                Corporation

                                       27