<TABLE>

CAPITOL DEVELOPMENT OF ARKANSAS,
INC. 410 WEST 3RD STREET SUITE 200
LITTLE ROCK AR  72201

BORROWER'S NAME AND ADDRESS 1" includes each
borrower above, jointly and severly.

BANK OF THE OZARKS P O BOX 8811
LITTLE ROCK AR  72231-8811
LENDER'S NAME AND ADDRESS "You" means
the lender its successors and assigns.
<S>                                                                             <C>        <C>         <C>

                                                                                --------------------------------
                                                                                 Date      APRIL 20,    2004

                                                                                 --------------------------------
                                                                                 Maturity Date  APR 15, 2006
                                                                                 --------------------------------
                                                                                 Loan Amount $   2,050,000.00
                                                                                --------------------------------
                                                                                 Renewal Of

or value  received,  1 promise to pay to you, or your order,  at your address of
listed above the PRINCIPAL sum TWO MILLION FIFTY THOUSAND AND 00/100 Dollars $
                                                                                 --------------------------------
                                                                                                 2,050,000.00
</TABLE>

X Single  Advance:  1 will receive all of this  principal  sum on  04/20/04.  No
additional advances are contemplated under this note.

Multiple  Advance:  The  principal  sum  shown  above is the  maximum  amount of
principal I can borrow under this note.  On __________ I will receive the amount
of  $________N/A________and  future  principal  advances are  contemplated, ____
Conditions: The conditions for future advances are

================================================================================



Open End Credit:  You and I agree that I may borrow up to the maximum  amount of
principal  more than one time.  This feature is subject to all other  conditions
and.expires on ___________N/A__________________ .

--------------------------------------------------------------------------------

Closed End Credit:  You and I agree that I may borrow up to the maximum only one
time (and subject to all other conditions). INTEREST: I agree to pay interest on
the outstanding principal balance from  04/20/2004______________  at the rate of
5.000 % per year until APRIL15 , 2006 . U Variable
Rate:  This rate may then change as stated  below.  Index Rate:  The future rate
will be N/A ____            the following index rate:  N/A



No Index:  The-  future  rate will not be subject to any  internal  or  external
index.  It will be entirely in your control.  Frequency and Timing:  The rate on
this  note may  change as often as N/A_______  A change in the
interest rate will take effect

Limitations:  During the term of this loan, the applicable  annual interest rate
will  not  be  more   than  N/A  %.  The   rate  may  not   change   more   than
___________% each N/A

Effect of Variabla  Rate: A change in the interest  rate will have the following
effect on the payments:

The  amount of each  scheduled  payment  will  change.  The  amount of the final
payment will change.

-----------------------------------------------

ACCRUAL METHOD: Interest will be calculated on a   360/ACTUAL basis.


POST MATURITY  RATE: I agree to pay interest on the unpaid  balance of this note
owing after maturity, and until paid in full, as stated below: on the same fixed
or variable rate basis in effect before maturity (as indicated above). at a rate
equal to _________.

LATE CHARGE:  If a payment is made more than 10 days after it is due, I agree to
pay a late charge of

        5.000 % OF THE UNPAID PORTION DUB.

ADDITIONAL  CHARGES:  In  addition  to  interest,  ! agree to pay the  following
charges  which are XX are not included in the  principal  amount  above:  ***SEE
SETTLEMENT**"______________  . PAYMENTS: I agree to pay this nota as follows: XX
Interest: I agree to pay accrued interest MONTHLY BEGINNING 05/15/2004



   XX (Principal: I agree to pay the principal       OH   04/15/2006
                                                     ---------------

Installments:  I agree to pay this  note in _ and will be due  ______________  _
payments. The first payment will be in the amount of $ _________  ____________.
 A payment of $______________ will be due

--------------------------------------------------------------------------------


unpaid  balance of principal  and interest will be due _____
ADDITIONAL  TERMS:

   ASSIGNMENT OF INTEREST RESERVE ACCOUNT
   ALSO SECURES THIS DEBT.

SECURITY:

C/LOTS - TRACT D-R AND TRACT D-l, REPLAT OF TRACT D, MAUMELLE, TOWN CENTER ADDN,
HAUMELLE, PULASKI CO, ARKANSAS



XX I am giving  you a security  Interest  In  property  to secure  this loan.  1
understand  that I must keep this  property  Insured  against  loss,  expanse or
damage due to fire,  theft,  collision  or other such risks In the  amounts  you
require. If I fall to do so, you are authorized to purchase Insurance to protect
your Interest In the property, and may add the cost to the amount I owe you.

--------------------------------------------------------------------------------


XX SECURITY:  This note is separately  secured by (describe separate document by
type and date}:

REAL ESTATE MORTGAGE DATED 4/20/04          PURPOSE: The purpose of this loan is
 R DARREL RUSSELL PRESIDENT, CENTRAL DIVISION        REFINAliCE EXISTING DEBTS



                    SIGNATURES:  I AGREE TO THE  TERMS OF THIS  NOTE  (INCLUDING
                    THOSE ON PAGE 21. I have received a copy on today's date,



                                          CAPITOL DEVELOPMENT OF ARKANSAS, INC.


 Signature for Lender                     /s/ Michael G Todd
                                          --------------------------------------
                                             MICHAEL G TODD PRESIDENT
--------------------------------------------------------------------------------
<PAGE>

DEFINITIONS:  As used on page 1, "X" means the terms  that  apply to this  loan.
"I," "me" or "my" means each  Borrower who signs this note and each other person
or legal entity (including  guarantors,  endorsers,  and sureties) who agrees to
pay this note  (together  referred to as "us").  You" or "your" means the Lender
and its  successors  and assigns.  APPLICABLE  LAW:  This note and any agreement
securing  this note will be governed  by the laws of the State of  Arkansas  and
federal Jaw, including,  but not limited to, the maximum interest rate or amount
of interest,  discount points, finance charges, or other similar charges allowed
by  the   provisions  of  Section  731  of  the   Gramm-Leach-Bliley   Financial
Modernization  Act of 1999,  which  amended  section 44 of the  Federal  Deposit
Insurance Act, being codified at 12 U.S.C. 1831u.
   Any  term of this  note  which  is  contrary  to  applicable  law will not be
 effective,  unless the law permits you and me to agree to such a variation,  If
 any provision of this agreement cannot be enforced according to its terms, this
 fact will not affect the enforceability of the remainder of this agreement.  No
 modification  of  this  agreement  may be made  without  your  express  written
 consent.  Time  is of the  essence  in this  agreement.  COMMISSIONS  OR  OTHER
 REMUNERATION;  I  understand  and agree  that any  insurance  premiums  paid to
 insurance  companies gs part of this note will involve money retained by you or
 paid back to you as commissions or other remuneration.
   In addition, I understand and agree that some other payments to third parties
as part of this note may also involve money  retained by you or paid back to you
as commissions or other remuneration. PAYMENTS: Each payment I make on this note
will first  reduce the amount I owe you for charges  which are neither  interest
nor  principal.  The remainder of each payment will then reduce  accrued  unpaid
interest,  and  then  unpaid  principal.  If  you  and I  agree  to a  different
application  of payments,  we will  describe  our  agreement on this note. I may
prepay a part of, or the entire balance of this loan without penalty,  unless we
specify to the contrary on this note. Any partial  prepayment will not excuse or
reduce any later scheduled payment until this note is paid in full (unless, when
I make the prepayment, you and i agree in writing to the contrary).
 INTEREST: Interest accrues on the principal remaining unpaid from time to time,
 until paid in full. If I receive the  principal in more than one advance,  each
 advance  will  start to earn  interest  only when I receive  the  advance.  The
 interest rate in effect on this note at any given time will apply to the entire
 principal advanced at that time. Notwithstanding anything to the contrary, I do
 not agr.ee to pay and you do not intend to charge any rate of interest  that is
 'higher than the maximum rate of interest you could charge under applicable law
 for the  extension  of credit  that is agreed to here  (either  before or after
 maturity).  If any  notice of  interest  accrual  is sent and is in  error,  we
 mutually  agree to correct it, and if you actually  collect more  interest than
 allowed by law and this  agreement,  you agree to refund it to me.  INDEX RATE:
 The index will serve only as a device for setting the rate on this note. You do
 not  guarantee by selecting  this index,  or the margin,  that the rate on this
 note will be the same rate you  charge on any other  loans or class of loans to
 me or other borrowers.
 ACCRUAL  METHOD:  The amount of  interest  that I will pay on this loan will be
 calculated  using the interest rate and accrual method stated on page 1 of this
 note.  For the  purpose  of  interest  calculation,  the  accrual  method  will
 determine the number of days in a "year." If no accrual method is stated,  then
 you may use any  reasonable  accrual  method  for  calculating  interest.  POST
 MATURITY RATE: For purposes of deciding when the "Post Maturity Rate" (shown on
 page 1)  applies,  the term  "maturity"  means  the date of the last  scheduled
 payment indicated on page 1 of this note or the date you accelerate  payment on
 the note,  whichever  Is earlier.  SINGLE  ADVANCE  LOANS:  If this is a single
 advance  loan,  you and I expect  that  you  will  make  only  one  advance  of
 principal.  However, you may add other amounts to the principal if you make any
 payments  described  in the  "PAYMENTS  BY LENDER"  paragraph  below.  MULTIPLE
 ADVANCE  LOANS:  If this is a multiple  advance loan, you and I expect that you
 will make more than one  advance of  principal,  If this is closed end  credit,
 repaying a part of the principal will not entitle me to additional credit.


<PAGE>

 PAYMENTS BY LENDER:  If you are  authorized to pay, on my behalf,  charges I am
 obligated  to pay (such as  property  insurance  premiums),  then you may treat
 those  payments  made by you as advances  and add them to the unpaid  principal
 under this note, or you may demand immediate payment of the charges, SET-OFF: I
 agree that you may set off any amount due and payable  under this note  against
 any right I have to receive money from you.
   "Right to receive money from you" means:
   11) any deposit account balance i have with you;
   (2) any money owed to me on an item  presented  to you or in your  possession
   for  collection  or  exchange;  and (3) any  repurchase  agreement  or  other
   nondeposit obligation. "Any amount due and payable under this note" means the
   total amount of which you are entitled to demand payment under the
 terms of this note at the time you set off. This total includes any balance the
 due date for which you properly accelerate under this note.
   If my right to receive  money  from you is also owned by someone  who has not
 agreed to pay this note, your right of set-off will apply to my interest in the
 obligation  and to any other  amounts I could  withdraw  on my sole  request or
 endorsement.  Your  right of  set-off  does not  apply to an  account  or other
 obligation where my rights are only as a representative. It also does not apply
 to any Individual Retirement Account or other tax-deferred retirement account.

   You will not be liable for the dishonor of any check when the dishonor occurs
because you set off this debt  against any of my  accounts.  I agree to hold you
harmless from any such claims arising as a result of your exercise of your right
of set-off.
 REAL ESTATE OR RESIDENCE SECURITY:  If this noto is secured by real estate or a
 residence  that is  personal  property,  the  existence  of a default  and your
 remedies for such a default will be determined by applicable  law, by the terms
 of any separate  instrument  creating the security interest and, to th<- oxtent
 not  prohibited  by law and not contrary to the terms of the separate  security
 instrument, by the "Default" and "Remedies" paragraphs herein.
DEFAULT:  I will be in default if any one or more of the following  occur: (1) I
fail to make a  payment  on time or in the  amount  due;  (2) I fail to keep the
property insured,  if required;  (3) I fail to pay, or keep any promise,  on any
debtor  agreement I have with you;  (4} any other  creditor of mine  attempts to
collect  any debfl owe him  through  court  proceedings;  (5) I die, am declared
incompetent,  make an  assignment  for  the  benefit  of  creditors,  or  become
insolvent (either because my liabilities  exceed my assets or I am unable to pay
my debts as they become  due);  (6} I make any written  statement or provide any
financial  information that is untrue or inaccurate at the time it was provided;
(7} I door fail to do  something  which causes you to believe that you will have
difficulty  collecting  the amount I owe you; (8} any  collateral  securing this
note is used in a manner  or for a purpose  which  threatens  confiscation  by a
legal  authority;  (9) I change rny name or assume an  additional  name  without
first notifying you before making such a change; (10) I fail to plant, cultivate
and  harvest  crops in due  season if I am a producer  of crops;  (1 1) any loan
proceeds are used for a purpose  that will  contribute  to excessive  erosion of
highly erodible land or to the conversion of wetlands to produce an agricultural
commodity, as further explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.
REMEDIES:  If I am in default on this note you have, but are not limited to, the
following remedies:
   (1)  You may  demand  immediate  payment  of all I owe you  under  this  note
   (principal, accrued unpaid interest and other accrued charges),
   (2) You may set off this  debt  against  any right I have to the  payment  of
   money from you, subject to the terms of the "Set-Off" paragraph herein.
   (3) You may demand security, additional security, or additional parties to be
   obligated to pay this note as a condition for not using any other remedy.
   (4) You may refuse to make advances to me or allow purchases on credit by me,
   (5) You may use any remedy you have under state or federal law.
   By selecting any one or more of these  remedies you do not give up your right
 to later use any other remedy.  By waiving your right to declare an event to be
 a default, you do not waive your right to later consider the event as a default
 if it continues or happens again.
 COLLECTION  COSTS AND ATTORNEY'S  FEES: I agree to pay all costs of collection,
 replevin or any other or similar type of cost if I am in default.  In addition,
 if you hire an attorney to collect  this note,  I also agree to pay any fee you
 incur with such attorney plus court costs (except where  prohibited by law). To
 the extent permitted by the United States  Bankruptcy Code, I also agree to pay
 the  reasonable  attorney's  fees and costs you incur to  collect  this debt as
 awarded by any court exercising jurisdiction under the Bankruptcy Code.


<PAGE>

 WAIVER:  I give up my rights to require  you to do certain  things.  I will not
   require you to: (1) demand payment of amounts due  (presentment);  (2) obtain
   official  certification  of  nonpayment  (protest);  or (3) give  notice that
   amounts due have not been paid {notice of  dishonor).  I waive any defenses I
   have based on suretyship or impairment of collateral.
 OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
 else has  also  agreed  to pay it (by,  for  example,  signing  this  form or a
 separate guarantee or endorsement). You may sue me alone, or anyone else who is
 obligated on this note, or any number of us together, to collect this note. You
 may do so without  any notice that it has not been paid  (notice of  dishonor).
 You may without notice release any party to this  agreement  without  releasing
 any other party. If you give up any of your rights,  with or without notice, it
 will not affect my duty to pay this note. Any extension of new credit to any of
 us, or renewal  of this note by all or less than all of us will not  release me
 from rny duty to pay it. (Of  course,  you are  entitled to only one payment in
 full.)  I agree  that  you may at your  option  extend  this  note or the  debt
 represented by this note, or any portion of the note or debt, from time to time
 without  limit or notice and for any term without  affecting  my liability  for
 payment of the note.  I will not  assign my  obligation  under  this  agreement
 without your prior written approval.  FINANCIAL INFORMATION: I agree to provide
 you,  upon  request,  any  financial  statement  or  information  you may  deem
 necessary, f warrant that the financial statements and information I provide to
 you are or will be accurate,  correct and complete.  NOTICE:  Unless  otherwise
 required by law, any notice to me shall be given by delivering it or by mailing
 it by first class mail  addressed  to me at my last known  address.  My current
 address  is on page 1. I agree to inform  you in  writing  of any  change in my
 address.  I will  give any  notice  to you by  mailing  it first  class to your
 address  stated on page 1 of this  agreement,  or to any other address that you
 have designated.


<PAGE>

<TABLE>


<S>                                                                             <C>     <C>
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DATE OF       PRINCIPAL   BORROWER'S    PRINCIPAL    PRINCIPAL    INTEREST   INTEREST   INTEREST PAID
TRANSACTION   ADVANCE     INITIALS      PAYMENTS     BALANCE      RATE       PAYMENTS   THROUGH:
                          (not
                           required)
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             $           $              $           $             %          $

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             $           $              $           $             %          $

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             $           $              $           $             %          $

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             $           $              $           $             %          $

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             $           $              $           $             %          $

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             $           *              $           $             %          $

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             $           $              5           $             %          $

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             $           $              $           $             %          $

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             $           $              s           $             %          $

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             $           $              $           $             %          $


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             $           $              $           $             %          $
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                                                                                      (page 2 of 2)

                                                                                  initials illegible
                                                                                  ------------------
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  1984,1991 Bankers Syslams, Inc., St. Cloud, MN  Form UN-AR  3














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