THIS INSTRUMENT PREPARED BY:
KEVIN R. BURNS
ROSE LAW FIRM
120 EAST FOURTH STREET
LITTLE ROCK, AR  72201

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                    MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT
                           OF RENTS AND FIXTURE FILING

         THIS  MORTGAGE,  SECURITY  AGREEMENT,  ASSIGNMENT  OF RENTS AND FIXTURE
FILING ("Mortgage"), dated as of September 11, 2003 is executed and delivered by
Capitol Development of Arkansas, Inc., an Arkansas corporation, having a mailing
address  of 900  North  Federal  Highway,  Suite  410,  Boca  Raton,  FL  33432,
("Mortgagor")  in favor of Noble  International  Investments,  Inc.,  a  Florida
corporation,  as collateral agent (in such capacity, "Agent") for the purchasers
(collectively,  the "Lenders") of Mortgagor's 8% Senior Notes dated of even date
herewith  (collectively,  as  the  same  may  hereafter  be  renewed,  extended,
converted or modified,  the "Notes")  having a mailing  address of 6501 Congress
Avenue, Suite 100, Boca Raton, FL 33487.


                              W I T N E S S E T H:
                              -------------------

         WHEREAS, pursuant to a Note Purchase Agreement of even date herewith by
and among  Mortgagor,  Capitol  Communities  Corporation,  a Nevada  corporation
("Communities"),  Lenders and Agent (the "Note Purchase  Agreement"),  Mortgagor
and  Communities  have  issued  promissory  notes of even date  herewith  in the
aggregate   principal   amount  of  U.S.   Three  Million  and  no/100   Dollars
($3,000,000.00) (collectively, the "Notes") to the Lenders.

         NOW, THEREFORE,  the undersigned,  in consideration of the indebtedness
arising under the Notes and said premises,  the receipt and sufficiency of which
is hereby  acknowledged  by Mortgagor,  and to secure the prompt payment of said
indebtedness with interest thereon, and all renewals, extensions,  modifications
and replacements thereof, and all obligations,  judgments,  decrees,  awards and
orders in connection therewith, the payment of any further sum or sums for which
Mortgagor may hereafter  become  indebted to the Agent and the Lenders under the
provisions hereof, (all such indebtedness is hereinafter  collectively  referred
to as the "Secured Indebtedness"),  and further to secure the performance of the
covenants,  conditions and  agreements  contained  herein,  in the Note Purchase
Agreement,  the Note  Purchase  Documents  (as such term is  defined in the Note
Purchase  Agreement)  and any other  instruments  now or hereafter  securing the
Notes (collectively, the "Loan Documents"), Mortgagor has bargained and sold and
hereby grants, bargains, sells and conveys to Agent, its successors and assigns,
the following described land, real estate,  buildings,  improvements,  fixtures,
furniture,  and other personal property (which together with any additional such
property  hereinafter  acquired by the Mortgagor and subject to the lien of this


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THE FINAL  MATURITY  DATE OF THE  INDEBTEDNESS  SECURED  HEREBY IS SEPTEMBER 11,
2006.


<PAGE>


Mortgage,  or  intended  to be so,  as  the  same  may  be  from  time  to  time
constituted, hereinafter referred to as the "Mortgaged Property") to wit:

         (a)  All of the  Mortgagor's  interest in the  tract(s) or parcel(s) of
land particularly  described in Exhibit A attached hereto and made a part hereof
(the "Land");

         (b)  All of the Mortgagor's interest in streets, curbs, gutters,  water
systems and lines, water towers, sewer systems and lines, buildings, structures,
and  improvements  of every nature  whatsoever now or hereafter  situated on the
Land,  and all  fixtures,  machinery,  equipment,  furniture,  furnishings,  and
personal  property of every  nature  whatsoever  now or  hereafter  owned by the
Mortgagor and located in, on, or used or intended to be used in connection  with
or with  the  operation  of  said  property,  buildings,  structures,  or  other
improvements,  including all extensions, additions,  improvements,  betterments,
renewals and replacements to any of the foregoing (the "Improvements");

         (c)  All  of  the  Mortgagor's  interest  in  the  building  materials,
equipment,  fixtures, fittings, and personal property of every kind or character
now owned or hereafter  acquired by the  Mortgagor for the purpose of being used
or useful in connection  with the  improvements  located or to be located on the
Land,  whether  such  materials,  equipment,  fixtures,  fittings,  and personal
property are actually  located on or adjacent to the Land or not, and whether in
storage  or  otherwise,  wheresoever  the same may be  located,  including,  but
without limitation, all lumber and lumber products, bricks, building stones, and
building blocks,  sand and cement,  roofing  material,  paint,  doors,  windows,
hardware,  nails, wires and wiring, plumbing and plumbing fixtures,  heating and
air  conditioning  equipment and  appliances,  compressors,  electrical  and gas
equipment and appliances,  pipes and piping, ornamental and decorative fixtures,
furniture,  ranges,  refrigerators,  dishwashers,  disposals, and in general all
building  materials and equipment of every kind and character  used or useful in
connection with said Improvements.

         TOGETHER with all easements, cross easements, rights of way, strips and
gores of land, streets,  ways, alleys,  passages,  sewer rights,  waters,  water
courses, water rights and powers, and all estates,  rights,  titles,  interests,
privileges,  liberties, tenements,  hereditaments, and appurtenances whatsoever,
in  any  way  belonging,  relating  or  appertaining  to  any  of  the  property
hereinabove described,  or which hereafter shall in any way belong, relate or be
appurtenant  thereto,  whether now owned or hereafter acquired by the Mortgagor,
and the reversion and reversions,  remainder and remainders,  rents, issues, and
profits  thereof,  and  all  the  estate,  right,  title,  interest,   property,
possession,  claim, and demand  whatsoever at law, as well as in equity,  of the
Mortgagor of, in and to the same, including but not limited to:

         (a)  All of  Mortgagor's  interest in the rents,  profits,  issues, and
revenues of the  Mortgaged  Property from time to time  accruing,  whether under
leases or tenancies now existing or hereafter  created,  not as  collateral  but
absolutely and directly,  reserving to Mortgagor,  however, so long as Mortgagor
is not in default hereunder,  the right to receive and retain the rents, issues,
and profits thereof; and

         (b)  All of Mortgagor's  interest in the  judgments, awards of damages,
and settlements  hereafter made resulting from  condemnation  proceedings or the


79685-1                                2
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taking of the Land and/or  Improvements  or any part thereof  under the power of
eminent  domain,  or for any damage (whether caused by such taking or otherwise)
to the Land and/or  Improvements  thereon or any part thereof,  or to any rights
appurtenant thereto,  including any award for change of grade or streets.  Agent
may apply all such sums or any part  thereof so  received,  after the payment of
all its expenses,  including  costs and  attorneys'  fees,  on the  indebtedness
secured hereby in such manner as it elects, or at its option,  the entire amount
or any part thereof so received may be released.

         TO HAVE AND TO HOLD the  Mortgaged  Property,  and every part  thereof,
unto Agent, its successors and assigns, forever.

         PROVIDED,  HOWEVER, the foregoing conveyance is given as a mortgage and
lien  for  the  Secured  Indebtedness  and  as  a  mortgage  and  lien  for  the
indebtedness  under  the  Notes  and that if  Mortgagor  shall  pay the  Secured
Indebtedness,  including without  limitation any future payments,  advances,  or
expenditures  made  by the  Lenders  under  the  provisions  of any of the  Loan
Documents and including the  indebtedness  under the Notes,  and shall reimburse
the Lenders,  their respective successors and assigns, for their attorneys' fees
in documenting the Notes and Mortgage and enforcing same, if necessary,  and for
any amounts it may have expended pursuant to any authorizations contained in any
of the Loan Documents,  including,  without limitation, sums spent in payment of
taxes, assessments,  insurance,  other liens, and repairs, and interest thereon,
and  shall  pay any  other  sums  required  to be paid  by it  under  any of the
provisions of any of the Loan Documents  agreed to be done, all of which is part
of the Secured  Indebtedness  then and only then,  shall this conveyance be null
and void (except for provisions  hereof which expressly  survive);  otherwise it
shall remain in full force and effect.

                                    ARTICLE I

         1.01 Performance of Loan Documents. The Mortgagor will perform, observe
and comply with all  provisions of the Loan  Documents  and duly and  punctually
will pay to each Lender the sum of money  expressed in each such  Lender's  Note
with  interest  thereon and all other sums  required to be paid by the Mortgagor
pursuant to the  provisions  of this Mortgage or the other Loan  Documents,  all
without any deductions or credit for taxes or other similar  charges paid by the
Mortgagor.

         1.02  Warranty  of  Title.  The  Mortgagor  is  lawfully  seized  of an
indefeasible  estate in fee simple in the Land. The Mortgagor is lawfully seized
of an undivided indefeasible estate in fee simple in the Improvements. Mortgagor
has good and absolute title to all existing  personal  property  hereby conveyed
and has good right, full power and lawful authority to sell, convey and encumber
its interest in the Mortgaged Property in the manner and form aforesaid.  Except
as otherwise set forth in any title  insurance  policy insuring this Mortgage as
approved by Agent (the "Permitted Encumbrances"),  the same is free and clear of
all liens, charges, and encumbrances  whatsoever,  including, as to the personal
property and fixtures,  conditional sales contracts, chattel mortgages, security
agreements,  financing  statements,  and anything of a similar nature,  and that
Mortgagor  shall and will warrant and forever  defend the title thereto unto the
Lenders, their successors and assigns,  against the lawful claims of all persons
whomsoever.


79685-1                                3
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         1.03 Monthly Tax Deposits.  If requested by Agent after the  occurrence
of an Event of Default,  the Mortgagor  will pay to the Agent for the account of
Mortgagor on the first day of each month in addition to the regular  installment
of  interest,  until the Notes are fully paid,  an amount  equal to  one-twelfth
(1/12th) of the yearly  taxes and  assessments  as  estimated by the Agent to be
sufficient  to enable the Agent to pay,  at least  thirty  (30) days before they
become delinquent, all taxes, assessments, and other similar charges against the
Mortgaged Property or any part thereof. Until taxes become due and payable, such
payments  shall be held in a  segregated  escrow  fund or trust  account  with a
federally  insured  financial  institution,  and no interest shall be payable in
respect thereof.  Upon demand of Agent, the Mortgagor agrees to deliver to Agent
such  additional  moneys as are  necessary  to make up any  deficiencies  in the
amounts  necessary  to enable Agent to pay such taxes,  assessments  and similar
charges.

         1.04     Other Taxes, Utilities and Liens.

         (a)  The Mortgagor will pay promptly,  prior to  delinquency,  and will
exhibit  promptly to Agent  receipts for the payment of all taxes,  assessments,
water rates,  dues,  charges,  fines and impositions of every nature  whatsoever
imposed, levied or assessed or to be imposed, levied or assessed upon or against
the Mortgaged Property or any part thereof, or upon the interest of Agent in the
Mortgaged Property (other than any of the same for which provision has been made
in Section 1.03  hereof),  as well as all income  taxes,  assessments  and other
governmental charges lawfully levied and imposed by the United States of America
or any state, county,  municipality,  borough or other taxing authority upon the
Mortgagor or in respect of the Mortgaged  Property or any part  thereof,  or any
charge  which,  if  unpaid,  would  become a lien or charge  upon the  Mortgaged
Property prior to or equal to the lien of this Mortgage.

         (b)  The Mortgagor will pay promptly all charges by utility  companies,
whether  public  or  private,  for  electricity,  gas,  water,  sewer,  or other
utilities.

         (c)  The  Mortgagor   shall  pay  promptly  and  will  not  suffer  any
mechanic's, laborer's, statutory, or other lien which might or could be prior to
or equal to the lien of this  Mortgage  to  remain  outstanding  upon any of the
Mortgaged  Property,  unless  arrangements  satisfactory  to Agent are made with
respect thereto.

         (d) In the event of the  passage of any state,  federal,  municipal  or
other  governmental  law,  order,  rule or  regulation,  subsequent  to the date
hereof,  in any manner changing or modifying the laws now in force governing the
taxation of mortgages,  deeds of trust or debts secured by deeds of trust or the
manner of collecting taxes so as to affect  adversely Agent or the Lenders,  the
Mortgagor  shall have a period of thirty (30) days from Agent's  demand to make,
or reimburse Agent and the Lenders for, payment of same. If it shall be unlawful
for Mortgagor to pay the same, the entire  Secured  Indebtedness  shall,  at the
option of Agent, become immediately due and payable.

         1.05  Insurance.  The Mortgagor  will procure (or cause to be procured)
for,  deliver to, and maintain  for the benefit of Agent and the Lenders  during
the life of this Mortgage, insurance with responsible insurance companies on the
Mortgaged  Property,  in such amounts and against  such risks as is  customarily
maintained  by similar  businesses  operating  in the same  vicinity,  with such



79685-1                                4
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companies and in such amounts as are  satisfactory to Agent and providing for at
least 30 days prior notice to Agent of any  cancellation  thereof.  Satisfactory
evidence of such  insurance will be supplied to Agent prior to funding under the
Notes  and 30 days  prior  to each  policy  renewal.  Agent  shall  be  named as
mortgagee and loss payee in all casualty insurance policies and as an additional
insured under all liability  policies.  In the event of the  foreclosure of this
Mortgage  or  any  other  transfer  of  title  to  the  Mortgaged   Property  in
extinguishment of the indebtedness secured hereby, all right, title and interest
of the  Mortgagor in and to all  insurance  policies then in force shall pass to
the  purchaser  or  grantee.  The Agent  and the  Lenders  acknowledge  that the
Mortgaged Property is undeveloped real estate and that no Improvements currently
exist on the Mortgaged Property.  Further, as the Improvements Mortgagor intends
to construct on the Mortgaged  Property  consists of roads and  utilities  which
will be  dedicated  for public use, the Agent and the Lenders  acknowledge  that
there will be no Improvement to insure for property casualty coverage. The Agent
and the  Lenders  agree  that the  current  insurance  company  utilized  by the
Mortgagor is an acceptable  insurance company to provide the liability insurance
coverage required by this Section 1.05.

         Upon an Event of Default, Agent is hereby authorized and empowered,  at
its option, to adjust or compromise any loss under any insurance policies on the
Mortgaged Property.  In any event Agent is entitled to receive the proceeds from
any such policy or policies.  Each  insurance  company is hereby  authorized and
directed to make payment for all such losses,  directly to the Agent, instead of
to the Mortgagor and Agent jointly. After deducting from said insurance proceeds
any  reasonable  expenses  incurred by it in the  collection or handling of said
fund, Agent may apply the net proceeds,  at its option,  either toward restoring
the Improvements,  or as a pro-rata credit on the Notes; whether then matured or
to mature in the future,  or at the option of Agent,  such sums either wholly or
in part may be paid over to the Mortgagor to be used to repair such Improvements
or to build new  Improvements  in its place or for any other  purpose  or object
satisfactory  to Agent without  affecting the lien of this Mortgage for the full
amount  secured  hereby before such payment took place.  Agent shall not be held
responsible  for any failure to collect  any  insurance  proceeds  due under the
terms of any policy regardless of the cause of such failure.

         Following Agent's request after an Event of Default, the Mortgagor will
pay to Agent for the  account  of  Mortgagor  on the  first  day of each  month,
together  with and in addition  to the  regular  installment  of  principal  and
interest and monthly tax deposit (as required by Section 1.03 hereof)  until the
Notes are fully  paid,  an amount  equal to  one-twelfth  (1/12th) of the yearly
premiums for insurance.  Until insurance  premiums become due and payable,  such
payments  shall be held in a  segregated  escrow  fund or trust  account  with a
federally  insured  financial  institution,  and no interest shall be payable in
respect thereof.  Upon demand of Agent, the Mortgagor agrees to deliver to Agent
such  additional  moneys as are  necessary  to make up any  deficiencies  in the
amounts  necessary  to enable  Agent to pay such  insurance  premiums.  Upon the
occurrence  of an Event of Default  Agent may apply to the reduction of the sums
secured  hereby,  in such  manner as Agent shall  determine,  any amount paid in
accordance herewith remaining to the Mortgagor's credit.

         1.06  Condemnation.  If all or any part of the Mortgaged Property shall
be damaged or taken through  condemnation (which term when used in this Mortgage
shall  include  any  damage  or taking by any  Governmental  Authority,  and any



79685-1                                5
<PAGE>

transfer by private sale in lieu thereof,  either  temporarily (but only if such
temporary  taking  exceeds  ninety  (90)  days),  or  permanently,   the  entire
indebtedness  secured  hereby shall  become  immediately  due and  payable.  The
Mortgagor,  immediately  upon  obtaining  knowledge  of the  institution  of any
proceeding  for the  condemnation  of the  Mortgaged  Property,  or any  portion
thereof (a "Proceeding"),  will notify Agent immediately of the pendency of such
Proceeding.  Agent  shall be  entitled to all  compensation,  awards,  and other
payments or relief therefor and upon Mortgagor's  consent so long as no Event of
Default exists, is hereby authorized,  at its option, to commence, appear in and
prosecute,  in its own or the Mortgagor's  name, any proceeding and to settle or
compromise any claim in connection  therewith.  All such  compensation,  awards,
damages,  claims, rights of action and proceeds and the right thereto are hereby
assigned by the  Mortgagor to Agent,  and the  Mortgagor  agrees to execute such
further assignments of any compensations,  awards,  damages,  claims,  rights of
action and proceeds as Agent may require.  Agent, after deducting  therefrom all
its reasonable expenses,  including reasonable  attorney's fees, may release any
moneys so received by it from a proceeding  without  affecting  the lien of this
Mortgage or may apply the same in such manner as Agent  shall  determine  to the
reduction of the sums secured hereby  (without  prepayment  premium or penalty),
and any balance of such moneys then remaining shall be paid to the Mortgagor.

         1.07     Care of the Mortgaged Property.

         (a)  The Mortgagor will preserve and maintain the Mortgaged Property in
good  condition  and repair and will not commit or suffer any waste and will not
do or suffer to be done  anything  which will increase the risk of fire or other
hazard to the Mortgaged Property or any part thereof.

         (b)  No Improvements,  buildings, fixtures, personal property, or other
part of the Mortgaged  Property  shall be removed,  demolished or  substantially
altered  without the prior written  consent of Agent.  The Mortgagor may sell or
otherwise  dispose  of,  free  from  the  lien  of  this  Mortgage,   furniture,
furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances,
subject to the lien hereof,  which may become worn out,  undesirable,  obsolete,
disused or unnecessary for use in the operation of the Mortgaged Property,  upon
replacing  the  same  by,  or  substituting   for  the  same,  other  furniture,
furnishings, equipment, tools, appliances, machinery, fixtures, or appurtenances
not  necessarily of the same character but of equal  usefulness in the operation
of the  Mortgagor's  business,  and of at least equal value to the Mortgagor and
costing not less than the amount  realized  from the property  sold or otherwise
disposed of, which shall forthwith  become,  without further action,  subject to
the lien of this Mortgage with the same priority as the replaced property. Agent
hereby  consents to Mortgagor  clearing and grubbing the Mortgaged  Property and
constructing roads, utilities and other infrastructure improvements necessary to
subdivide the Mortgaged Property for sale in individual lots.

         (c) If the Mortgaged Property or any part thereof is damaged by fire or
any other cause, the Mortgagor will give immediate written notice of the same to
Agent.

         (d) Agent is hereby  authorized to enter upon and inspect the Mortgaged
Property at any time during normal business hours.



79685-1                                6
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         (e)  The Mortgagor  will  comply  promptly  with all present and future
laws, ordinances,  rules and regulations of any governmental authority affecting
the Mortgaged Property or any part thereof,  including,  without limitation, all
laws, ordinances,  rules and regulations relating to zoning, building codes, set
back  requirements,  and  environmental  matters,  and all  present  and  future
restrictive covenants affecting the Mortgaged Property.

         1.08 Further  Assurances:  After Acquired  Mortgaged  Property.  At any
time,  and from time to time,  upon request by Agent,  the Mortgagor  will make,
execute and deliver or cause to be made,  executed and delivered,  to Agent and,
where  appropriate,  to cause to be recorded  and/or filed and from time to time
thereafter to be re-recorded and/or refiled at such time and in such offices and
places as shall be deemed  desirable by Agent any and all such other and further
mortgages, instruments of further assurance, certificates and other documents as
may, in the opinion of Agent,  be necessary or desirable in order to effectuate,
complete,  perfect,  or to continue and preserve the obligation of the Mortgagor
under the Notes,  this  Mortgage  and all Loan  Documents,  and the lien of this
Mortgage as a first and prior lien upon all of the Mortgaged  Property,  whether
now owned or  hereafter  acquired  by the  Mortgagor.  Upon any  failure  by the
Mortgagor  so to do,  Agent  may  make,  execute,  and  record  any and all such
mortgages,  instruments,  certificates, and documents for and in the name of the
Mortgagor  as  permitted  by law.  The lien  hereof will  automatically  attach,
without further act, to all after acquired  property  attached to and/or used in
the operation of the Mortgaged Property or any part thereof.

         1.09  Expenses.  The  Mortgagor  will pay or  reimburse  Agent  for all
reasonable  attorney's  fees,  costs,  and  expenses  incurred  by  Agent in any
proceeding involving the estate of a decedent or an insolvent, or in any action,
proceeding, or dispute of any kind in which Agent is made a party, or appears as
party plaintiff or defendant, affecting any of the Loan Documents, Mortgagor, or
the Mortgaged  Property,  including but not limited to the  foreclosure  of this
Mortgage,  any  condemnation  action  involving the Mortgaged  Property,  or any
action to protect the  security  hereof;  and any such  amounts paid by Agent in
connection  therewith  shall bear  interest at the lesser of the maximum  lawful
rate allowed by law (the "Maximum  Lawful Rate") or ten percent (10%) per annum,
which  shall be payable  upon  demand,  and shall be secured by the lien of this
Mortgage.

         1.10  Performance  by Agent of Defaults by Mortgagor.  If the Mortgagor
shall default in the payment of any tax, lien,  assessment,  or charge levied or
assessed against the Mortgaged  Property,  in the payment of any utility charge,
whether  public  or  private,  in  the  payment  of  insurance  premium;  in the
procurement  of insurance  coverage and the delivery of the  insurance  policies
required  hereunder,  or in the  performance  or  observance  of  any  covenant,
condition,  or term of this Mortgage,  then Agent, at its option,  at the end of
any  applicable  cure period may perform or observe the same,  and all  payments
made for costs or incurred by Agent in  connection  therewith,  shall be secured
hereby and shall be, immediately repaid by the Mortgagor to Agent on demand with
interest  thereon at the lesser of the Maximum  Lawful Rate or ten percent (10%)
per annum.  Agent is hereby  empowered to enter and to authorize others to enter
upon the Mortgaged Property or any part thereof for the purpose of performing or
observing  any such  defaulted  covenant,  condition  or term,  without  thereby
becoming  liable to the Mortgagor or any person in possession  holding under the
Mortgagor.  Agent  shall be  responsible  for any grossly  negligent  or willful



79685-1                                7
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misconduct of Agent, its officers,  employees,  agents,  successors,  assigns or
others  authorized  by  Agent  to  enter  the  Mortgaged  Property  while on the
Mortgaged Property and no  indemnification  obligations of Mortgagor in any Loan
Documents shall be applicable thereto.

         1.11  Books and Records.  The Mortgagor  shall keep and maintain at all
times full, true and accurate books of accounts and records, adequate to reflect
correctly  the  results of the  operation  of the  Mortgaged  Property  and will
furnish to Agent such financial and operating  statements as may be requested by
Agent from time to time.

         1.12     Environmental Matters.

         (a) The following definitions are used hereafter:

                  (i)  "Applicable  Environmental  Laws"  shall  mean  any  law,
         statute,  ordinance,  rule,  regulation,  order or determination of any
         Governmental  Authority (as  hereinafter  defined) or any board of fire
         underwriters (or other body exercising  similar  functions),  affecting
         any real or personal property owned, operated or leased by Mortgagor or
         any party affiliated or related to Mortgagor,  in any way pertaining to
         health, safety or the environment,  including,  without limitation, all
         applicable  zoning  ordinances and building codes,  flood disaster laws
         and health, safety and environmental laws and regulations,  and further
         including,  without  limitation,  (a) the  Comprehensive  Environmental
         Response,  Compensation,  and  Liability Act of 1980, as amended by the
         Superfund  Amendments and  Reauthorization Act of 1986 (as amended from
         time to  time,  herein  referred  to as  "CERCLA"),  (b)  the  Resource
         Conservation  and  Recovery  Act of 1976,  as  amended  by the Used Oil
         Recycling Act of 1980, the Solid Waste Recovery Act of 1976, as amended
         by the Solid Waste  Disposal Act of 1980,  and the  Hazardous and Solid
         Waste Amendments of 1984 (as amended from time to time, herein referred
         to as "RCRA"),  (c) the Safe  Drinking  Water Act, as amended,  (d) the
         Toxic  Substances  Control  Act, as amended,  (e) the Clean Air Act, as
         amended,  (f) the  Occupational  Safety  and  Health  Act of  1970,  as
         amended,  (g) the laws,  rules  and  regulations  of any  state  having
         jurisdiction  over any real or  personal  property  owned,  operated or
         leased by Mortgagor or any party  affiliated  or related to  Mortgagor,
         which  relates to  health,  safety or the  environment,  as each may be
         amended  from time to time,  and (h) any  federal,  state or  municipal
         laws,  ordinances  or  regulations  which may now or hereafter  require
         removal of  asbestos  or other  Hazardous  Substances  (as  hereinafter
         defined) or impose any liability related to asbestos or other Hazardous
         Substances.

                  (ii) "Environmental Liability" shall mean any liability, loss,
         fine, penalty,  charge, lien, damage, cost, or expense of any kind that
         results  directly  or  indirectly,  in  whole  or in part  (a) from the
         violation of any Applicable  Environmental Law, (b) from the release or
         threatened  release  of any  Hazardous  Substance,  (c)  from  removal,
         remediation,  or other actions in response to the release or threatened
         release  of any  Hazardous  Substance,  (d) from  actual or  threatened
         damages to natural  resources,  (e) from the  imposition  of injunctive
         relief or other orders,  (f) from personal  injury,  death, or property
         damage which occurs as a result of Mortgagor's or any party  affiliated
         or related to Mortgagor's  use,  storage,  handling,  or the release or
         threatened  release  of  a  Hazardous   Substance,   or  (g)  from  any



79685-1                                8
<PAGE>

         environmental  investigation performed at, on, or for any real property
         owned by Mortgagor or any party affiliated or related to Mortgagor.

                  (iii) "Governmental  Authority" shall mean any nation,  state,
         province,  commonwealth,  country,  parish,  territory,  possession  or
         municipality  or any  court  or  governmental  department,  commission,
         board,  bureau,  agency  or  instrumentality  of any  nation  or of any
         province, state, commonwealth,  nation, territory,  possession, county,
         parish  or  municipality,  whether  now  or  hereafter  constituted  or
         existing.

                  (iv)  "Hazardous  Substance"  shall mean any pollutant,  toxic
         substance,  hazardous  waste,  compound,  element or  chemical  that is
         defined as hazardous,  toxic, noxious, dangerous or infectious pursuant
         to any Applicable  Environmental Law or which is otherwise regulated by
         any Applicable Environmental Law.

         (b)  Mortgagor  represents  and  warrants to Agent and the Lenders that
neither the Mortgaged Property nor Mortgagor has any Environmental  Liability or
is in  violation  of or  subject  to any  existing,  pending,  or to the best of
Mortgagor's knowledge,  threatened  investigation or inquiry by any Governmental
Authority or any remedial  obligations under any Applicable  Environmental  Law.
Mortgagor  further  represents  and warrants  that,  to the best of  Mortgagor's
knowledge,  there are no facts,  conditions or  circumstances  known to it which
could result in any such investigation or inquiry if such facts,  conditions and
circumstances,  if any,  were fully  disclosed  to the  applicable  Governmental
Authority and the  Mortgagor  will  promptly  notify Agent if Mortgagor  becomes
aware of any such facts, conditions,  or circumstances or any such investigation
or  inquiry.  Mortgagor  represents  and  warrants  that it has  obtained,  will
continue to obtain and  maintain,  and will not be in default under any permits,
licenses,  or similar  authorizations to construct,  occupy,  operate or use any
buildings, improvements,  fixtures or equipment in connection with the Mortgaged
Property  or  Improvements  constructed  or to be  constructed  by reason of any
Applicable  Environmental Laws.  Mortgagor  represents and warrants that, to the
best of its knowledge,  no Hazardous  Substance has been disposed of or released
on the Mortgaged  Property,  and Mortgagor agrees that it will not in its use of
the  Mortgaged  Property  dispose of or release any  Hazardous  Substance on the
Mortgaged  Property  in amounts in excess of those  permitted  under  Applicable
Environmental  Law  unless  remediated  promptly  and  in  accordance  with  all
Applicable Environmental Laws.

         1.13 Hazardous  Substances.  Mortgagor  shall  indemnify  Agent and the
Lenders against, and reimburse on demand for, any and all liabilities, costs and
expenses (including without limitation reasonable fees and expenses of attorneys
and other  professional  consultants  and  experts)  of every  kind which may be
incurred by Agent and any Lender as a result of the  presence  of any  Hazardous
Substance  about  the  Mortgaged  Property,  or  the  migration  or  release  or
threatened  migration  or release of any  Hazardous  Substance  on, to,  from or
through  the  Mortgaged  Property,  or any act,  omission  or event  existing or
occurring in connection with the handling,  storage,  removal or disposal of any
such Hazardous  Substance or any violation of any Applicable  Environmental Law,
or the filing or  imposition  of any  environmental  lien or claim  against  the
Mortgaged Property as a result of any of the above  occurrences.  This indemnity
shall survive repayment of the Notes.



79685-1                                9
<PAGE>


         1.14 Security Agreement.  This Mortgage, Security Agreement, Assignment
of Rents and Fixture  Filing shall be  construed as a mortgage on real  property
and it shall also  constitute  and serve as a "Security  Agreement"  on personal
property within the meaning of the Arkansas Uniform  Commercial Code.  Mortgagor
does hereby grant, bargain,  convey, assign,  transfer and set over unto Agent a
security interest in all of Mortgagor's right, title and interest into and under
the Mortgaged  Property to secure any and all of Mortgagor's  obligations  under
this Mortgage,  under the Notes or any judgment as to the same. Mortgagor agrees
to execute  and  deliver  to Agent  such  financing  statements  as Agent  shall
reasonably  require.  Agent shall have all rights,  remedies and recourses  with
respect to any property  that is deemed  personalty  afforded a secured party by
Article IX of the  Arkansas  Uniform  Commercial  Code in  addition  to, and not
limitation  of, the other rights,  remedies and recourses  afforded  Agent under
this Mortgage or any other document providing security for the Notes.

                                   ARTICLE II

         2.01  Events of Default.  The term "Event of Default," wherever used in
the Mortgage, shall mean the occurrence of any one

         (a)  Failure  by the  Mortgagor  to make any  payment  of  interest  or
principal or any other sum due under the Notes, this Mortgage, or any other Loan
Document when due,  whether by acceleration or otherwise and the failure to cure
the same within ten (10) days after notification of agent; or

         (b)  Failure  by the  Mortgagor  duly to  observe  any other  covenant,
condition,  or  agreement of this  Mortgage or any of the Loan  Documents or any
other document or instrument  evidencing,  securing or guaranteeing  the Secured
Indebtedness,  which is not cured within any applicable cure period as set forth
herein or therein; or

         (c) The creation or suffering to exist by the  Mortgagor of any Lien on
the Mortgaged Property without the prior written consent of Agent, other than as
expressly permitted hereby; or

         (d) The  occurrence  of an Event of Default under any Note or under the
Note Purchase Agreement.

         With respect to any of the foregoing wherein a notice is required, such
Event of Default will be deemed to have  occurred  upon the  occurrence  of such
event  without  notice being  required if  Mortgagor or Agent is prevented  from
giving  notice by  bankruptcy  or other  applicable  law.  Nothing  herein shall
require  notice  in any  item of this  Section  where  notice  is not  expressly
required.

         2.02  Acceleration  of  Maturity.  If an Event of Default  should occur
hereunder  or an Event of  Default  or  Default  occurs  under  the  other  Loan
Documents, then notwithstanding any other action Agent may have taken to protect
its interests herein, the whole of the Secured Indebtedness shall, at the option
of the then holder of the Secured  Indebtedness,  be and become  immediately due
and payable without notice or demand, time being of the essence.



79685-1                                10
<PAGE>


         2.03  Agent's  Right to  Collect  Rent.  Subject  to any grace  periods
contained  in Section  2.01 of this  Mortgage  or in the  Notes,  if an Event of
Default shall occur in the  performance of any of the  covenants,  agreements or
conditions  hereof or of any of the other Loan  Documents or if Mortgagor  shall
default in the  prepayment  of any of the  Secured  Indebtedness,  Agent may, in
addition to any other remedies  available at law or in equity to Agent,  proceed
to collect the rent, income and profits from the Mortgaged Property, either with
or  without  the  appointment  of a  receiver.  Any rents,  income  and  profits
collected by Agent prior to foreclosure  of this  Mortgage,  less the reasonable
cost of maintaining and operating the Mortgaged Property and the reasonable cost
of collecting same, including any real estate commissions or attorney's fees and
expenses  incurred,  shall  be  credited  to such  portions  of all the  Secured
Indebtedness in such order as Agent may determine.

         2.04 Right of Agent to Enter and Take  Possession.  Upon the occurrence
of any Event of Default,  irrespective of whether (i) the right to foreclose the
mortgage has accrued to Agent,  (ii) the entire  Secured  Indebtedness  has then
been accelerated,  or (iii) foreclosure  proceedings have been commenced,  Agent
may,  without  notice  to or  demand  upon  Mortgagor,  take  possession  of the
Mortgaged Property.  While in possession of the Mortgaged Property,  Agent shall
have the following rights and powers:

         (a) To  collect  the rents and  manage,  lease,  alter and  repair  the
Mortgaged  Property,  cancel or modify existing leases,  obtain insurance and in
general have all powers and rights customarily  incident to absolute  ownership;
and

         (b) To pay out of the rents so  collected  any  management  and  repair
charges, taxes, insurance,  commissions,  fees and all other expenses and, after
creating  reasonable  reserves,  apply the  balance  (if any) on  account of the
Secured Indebtedness in such order as Agent may determine.

         Agent shall incur no  liability  for,  nor shall  Mortgagor  assert any
claim or setoff as a result of, any action taken while Agent is in possession of
the Mortgaged Property,  except only for Agent's own gross negligence or willful
misconduct.  In the event no foreclosure  proceedings  are commenced,  Agent may
remain in possession as long as there exists an Event of Default.

         2.05 Agent's Power of Enforcement.  If an Event of Default should occur
hereunder  or under any of the other Loan  Documents  Agent may,  either with or
without entry or taking possession as hereinabove provided or otherwise, proceed
by suit or suits at law or in  equity  or any other  appropriate  proceeding  or
remedy (i) to foreclose this Mortgage and to sell, as an entirety or in separate
lots or parcels, the Mortgaged Property,  as provided by law, and (ii) to pursue
any other  remedy  available to it, all as Agent shall deem most  effectual  for
such  purposes.  Agent shall take action  either by such  proceedings  or by the
exercise of its powers with respect to entry or taking possession,  as Agent may
determine.

         2.06  Receiver.  Following an Event of Default,  either before or after
commencement  of foreclosure but after any notice required by the Loan Agreement
or applicable  law, a receiver may be appointed by the court,  without regard to
the solvency or  insolvency  of  Mortgagor,  or the then value of the  Mortgaged



79685-1                                11
<PAGE>

Property. The receiver shall have the power to collect the rents and income from
the Mortgaged  Property during the pendency of the foreclosure  sale and, in the
case of a sale and a deficiency,  during the full statutory period of redemption
(if any),  whether there be redemption or not. The receiver shall have all other
powers for the protection, possession, management and operation of the Mortgaged
Property  which an absolute  owner would have, but the net rents in the hands of
the receiver shall be applied to all the Secured  Indebtedness  in such order as
Agent shall determine and/or to such expenses of the receivership or foreclosure
suit as the court may direct.

         2.07  Power of Sale and  Judicial  Foreclosure.  If an Event of Default
should occur  hereunder,  Agent or the then holder of the  indebtedness  secured
hereby shall have the right to enter upon and take  possession  of the Mortgaged
Property and thereafter, or without taking possession, shall be entitled, at its
option, to elect the following remedies:

         (a) To pursue its remedies  provided by judicial  proceedings at law or
in equity; or

         (b) To foreclose this Mortgage and sell the Mortgaged Property pursuant
to and in compliance with Act 53 of 1987, as amended, codified as Ark. Code Ann.
ss. 18-50-101,  et seq. Notice required under Act 53 of 1987 will be directed to
Mortgagor at the address supplied by Mortgagor on page 1 of this Mortgage.

Election of either  paragraph (a) or (b) by Agent is not  irrevocable  and Agent
may at any time subsequent to  commencement  of the  proceedings  terminate such
proceedings and continue with the other procedure.

         2.08 Application of Foreclosure Proceeds. The proceeds of any such sale
referred to in Section 2.07 shall be applied:  (a) to the  expenses  incurred in
making  the  sale  and  in  all  prior  efforts  to  effect  collection  of  the
indebtedness secured hereby,  including reasonable  attorneys' fees and expenses
for such  services as may be, or have been,  performed in any one or more of (i)
the  foreclosure  of  this  Mortgage,  or (ii)  the  collection  of the  Secured
Indebtedness,  or (iii) the pursuit of any efforts theretofore  directed to that
end,  including,  but  without  limitation  to, the  defense of any  proceedings
instituted  by the  Mortgagor,  or  anyone  liable  for  said  indebtedness,  or
interested in the Mortgaged  Property,  to prevent or delay,  by any means,  the
exercise of said power of sale or the  foreclosure of this Mortgage;  (b) to the
payment of whatever sum or sums Agent may have paid out or become  liable to pay
in  accordance  with the  provisions  of this  Mortgage,  together with interest
thereon at the lesser of the Maximum Lawful Rate or ten percent (10%) per annum;
(c) to the payment and satisfaction of the Secured  Indebtedness;  in such order
of application to the items of  indebtedness  referred to in clauses (b) and (c)
as Agent shall  determine;  and (d) the balance,  if any,  shall be paid over to
Mortgagor,  or Mortgagor's  successors or assigns.  In any event,  the purchaser
under the foreclosure sale, as provided herein,  shall be under no obligation to
see to the proper application of the purchase money.

         2.09 Delay or  Omission  No Waiver.  No delay or  omission  of Agent to
exercise  any  option  herein  given to  declare  the  maturity  of the  Secured
Indebtedness  shall be taken or  construed  as a waiver of its right to exercise
such option or to declare such maturity by reason of any past, present or future
default  on the part of  Mortgagor;  and the  procurement  of  insurance  or the



79685-1                                12
<PAGE>

payment of taxes or other liens, debts or charges by Agent, or the making of any
repairs or the performance of any other agreement, condition or covenant of this
Mortgage  shall  not be  taken or  construed  as a  waiver  of its  right to any
remedies to which Agent may be entitled  including,  without  limitation to, the
right to declare  the  maturity  of the  Secured  Indebtedness  by reason of the
failure of  Mortgagor to procure  such  insurance  or to pay such taxes,  debts,
liens or charges or to perform any such other obligations.

         2.10 Remedies Cumulative.  No right, power, or remedy conferred upon or
reserved to Agent by this  Mortgage is  intended  to be  exclusive  of any other
right,  power or remedy given hereunder or under the other Loan Documents or now
or  hereafter  existing as law or in equity or by  statute,  but each every such
right,  power and remedy  shall be  cumulative  and  concurrent  and shall be in
addition to any other right,  power and remedy given  hereunder or in any of the
other Loan Documents or hereafter existing at law or in equity or by statute.

         2.11 Multiple Sales. Agent may conduct any number of sales from time to
time.  The power of sale or judicial  remedies  allowed and set forth in Section
2.07 hereof  shall not be exhausted by any one or more such sales as to any part
of the Mortgaged  Property which shall not have been sold, nor by any sale which
is not completed or is defective, until the Secured Indebtedness shall have been
paid in full.  Said sales may be as a whole or in part or parcels and  Mortgagor
hereby waives its right to direct the order in which the  Mortgaged  Property or
any parcel that is part thereof is sold.  Any sale may be postponed or adjourned
by public announcement at the time and place appointed for such sale.

         2.12 Additional Provisions as to Remedies In the event that Agent shall
have proceeded to enforce any right or remedy  hereunder by  foreclosure,  sale,
entry or otherwise,  and such  proceeding  shall be  discontinued,  abandoned or
determined  adversely for any reason, then Mortgagor and Agent shall be restored
to their former  positions  and rights  hereunder  with respect to the Mortgaged
Property, subject to the lien hereof.  Notwithstanding anything contained herein
to the contrary,  Agent shall have all rights, remedies and recourses granted in
this  Mortgage and the other Loan  Documents and available at law and equity and
the same, to the extent allowed at law or in equity,  (i) are intended to be and
shall be  nonexclusive,  (ii) shall be cumulative and  concurrent,  (iii) may be
pursued separately, successively or concurrently against Mortgagor; and (iv) the
exercise  thereof by Agent  shall in no event be  construed  as an  election  of
remedy,  or a waiver or  release  of any  right,  remedy or  recourse  as to the
Mortgaged Property.

                                   ARTICLE III

                                  MISCELLANEOUS

         3.01 Notices.  Whenever  notice may  appropriately  be given under this
Mortgage,  such  notice  shall  be  given  as set  forth  in the  Note  Purchase
Agreement.

         3.02  Headings,  etc. The headings of the Articles and sections of this
Mortgage are for  convenience of reference only, are not to be considered a part
hereof,  and shall  not  limit or  otherwise  affect  any of the  terms  hereof.
Singular  or plural  words  used  herein to  designate  the  Mortgagor  shall be
construed to refer to the maker or makers of this Mortgage,  whether one or more



79685-1                                13
<PAGE>

persons or a  corporation,  and all covenants and  agreements  herein  contained
shall bind the successors  and assigns in title of Mortgagor,  and every option,
right and  privilege  herein  reserved  or secured to Agent  shall  inure to the
benefit of its successors and assigns.  All  references  herein to  "Mortgagor,"
"Agent," and "Lender" shall include all such  successors and assigns in title of
Mortgagor and successors and assigns of Agent and each Lender.

         3.03 Severability; Rights and Remedies Cumulative. The unenforceability
or invalidity  of any provision or provisions of this Mortgage  shall not render
any other provision or provisions herein contained  unenforceable or invalid. If
any  application  of  any  term,  restriction  or  covenant  to  any  person  or
circumstance is deemed  unenforceable or invalid,  the application of such term,
restriction,  or  covenant to any other  person or  circumstances  shall  remain
unaffected  to the extent  permitted  by law.  All rights or  remedies  of Agent
hereunder  are  cumulative  and not  alternative,  and are in  addition to those
provided by law.

         3.04  Governing  Law. The  provisions  of this  Mortgage  regarding the
creation,  perfection and enforcement of the liens and security interests herein
granted shall be governed by and construed  under the laws of the state in which
the Mortgaged  Property is located.  All other provisions of this Mortgage shall
be governed by the laws of the State of Florida,  without regard to conflicts of
laws principles.

         3.05 Time of the  Essence.  Time is of the essence with respect to each
and every covenant and obligation of Mortgagor  under this Mortgage,  the Notes,
and the other Loan Documents.

         3.06 Release of  Appraisement  and  Redemption  Rights.  The  Mortgagor
releases all right of  appraisement  hereunder  and also releases unto Agent and
the  Lenders  all  right of  redemption  under the laws of  Arkansas,  including
particularly all rights of redemption under Ark. Code Ann. ss. 18-49-106.

         3.07 Effective as Financing Statement.  The Mortgage shall be effective
as a financing  statement filed as a fixture filing with respect to all fixtures
included within the Mortgaged Property and is to be filed for record in the real
estate  records of each city or county where the Mortgaged  Property  (including
said fixtures) is situated.

         3.08 Entire Agreement; Further Assurances. The Notes and Loan Documents
constitute the entire understanding and agreement between Mortgagor,  Agent, and
the Lenders  with respect to the  transactions  arising in  connection  with the
indebtedness   secured   hereby  and   supersede   all  prior  written  or  oral
understandings  and agreements  between  Mortgagor,  Agent, and the Lenders with
respect to the matters addressed in the Loan Documents. Mortgagor will, promptly
on  Agent's  request,   execute,  deliver,  procure  and/or  file  such  further
documents, and take such further action as is necessary,  desirable or proper to
carry out more  effectively the purposes of the Loan  Documents,  to correct any
defect in the Loan  Documents,  or to more  fully  identify  and  subject to the
Mortgage any property intended to be covered by the Mortgage.



79685-1                                14
<PAGE>


         3.09     Partial Releases.

         (a) If the Mortgagor  sells a portion of the  Mortgaged  Property in an
arms-length  sale at a price not less than fair market value,  Mortgagor will be
entitled to request and receive a release of the lien  created by this  Mortgage
on such portion of the  Mortgaged  Property upon  satisfaction  of the following
conditions:

                  (i)  Each  release  requested  hereunder  must  result  in  an
         aggregate prepayment to the Lenders of at least $1,000,000.00.

                  (ii) No Event of Default  hereunder shall have occurred and be
         continuing.

                  (iii)  (A) For  the  first  year  following  the  date of this
         Mortgage,  Mortgagor  shall  pay the  Lenders,  on a pro  rata  basis a
         redemption release amount equal to the greater of 102% of the net sales
         price;

                           (B) For the second  year  following  the date of this
                  Mortgage,  Mortgagor  shall  pay the  Lenders,  on a pro  rata
                  basis,  a  redemption  release  amount equal to the greater of
                  101% of the net sales price; and

                           (C) For the  third  year  following  the date of this
                  Mortgage,  Mortgagor  shall  pay the  Lenders,  on a pro  rata
                  basis,  a  redemption  release  amount equal to the greater of
                  100% of the net sales price.

                  (iv)  Mortgagor  will pay all costs and  expenses  incurred in
         connection with each release  including  recording  fees,  premiums for
         title insurance endorsements,  Agent's attorneys fees and expenses, and
         escrow and closing fees.

                  (v) For  purposes of this  Section  3.09,  the term "net sales
         price" means the sales price of any portion of the  Mortgaged  Property
         sold,  less any real estate  commissions  or referral  fees  payable to
         unrelated  third  parties  arising  from  such  sale,  title  insurance
         premiums,  tax stamps,  recording fees,  closing costs,  pro-rated real
         estate taxes and similar and related costs of closing such sale.

         (b) At least  fifteen (15) days prior to the  scheduled  funding of the
release  price,  Mortgagor  shall  deliver a written  request for the release to
Agent  containing a description  of the portion of the Mortgaged  Property to be
released and shall request that Agent  deposit  Agent's  partial  release with a
title  insurance  company  selected by Mortgagor  and  reasonably  acceptable to
Agent.  At least one business day prior to the scheduled  funding of the release
price,  Agent shall deposit with the title  insurance  company  Agent's  partial
release together with  instructions  authorizing the title insurance  company to
issue the release upon receipt of the applicable pro rata portion of the release
price by each Lender.

         (c) No release by Agent will affect any of the Mortgagor's  obligations
under any of the Loan  Documents  except to the extent that payment on the Notes
is actually received by the applicable Lender. Any payments made by Mortgagor to


79685-1                                15
<PAGE>

the  Lenders  for the  release  will be  credited  against the Notes only on the
actual  receipt of the funds by the  applicable  Lender;  checks  received  by a
Lender will not be considered as payment until collected.

         3.10   Mortgagee as Agent; Successor Agents.

         (a) Agent has been appointed to act as agent  hereunder by the Lenders.
Agent  shall have the right  hereunder  to make  demands,  to give  notices,  to
exercise or refrain  from  exercising  any rights,  and to take or refrain  from
taking any action (including, without limitation, the release or substitution of
the  Mortgaged  Property)  in  accordance  with the terms of any related  agency
agreement among Agent and the Lenders (collectively, as amended, supplemented or
otherwise  modified or replaced from time to time, the "Agency  Documents")  and
this  Mortgage.  Mortgagor  and all other  persons  shall be entitled to rely on
releases, waivers, consents,  approvals,  notifications and other acts of Agent,
without  inquiry  into the  existence  of required  consents or approvals of the
Lenders therefor.

         (b) The mortgagee  hereunder shall at all times be the same person that
is  designated  as the  agent  under the  Agency  Documents.  Written  notice of
resignation  by Agent  pursuant to the Agency  Documents  shall also  constitute
notice of  resignation  as  mortgagee  under  this  Mortgage.  Removal  of Agent
pursuant to any provision of the Agency Documents shall also constitute  removal
as mortgagee  under this Mortgage.  Appointment of a successor agent pursuant to
the Agency Documents shall also constitute  appointment of a successor mortgagee
under  this  Mortgage.  Upon the  acceptance  of any  appointment  as agent by a
successor agent under the Agency Documents, that successor agent shall thereupon
succeed to and become vested with all the rights, powers,  privileges and duties
of the retiring or removed  mortgagee  under this Mortgage,  and the retiring or
removed  mortgagee  shall  promptly  (i) assign and  transfer to such  successor
mortgagee  all of its right,  title and interest in and to this Mortgage and the
Mortgaged  Property,  and (ii) execute and deliver to such  successor  mortgagee
such assignments and amendments and take such other actions, as may be necessary
or appropriate in connection with the assignment to such successor  mortgagee of
the liens and security interests created under this Mortgage.  After any retired
or removed agent's resignation or removal hereunder as mortgagee, the provisions
of this Mortgage and the Agency  Documents  shall inure to its benefit as to any
actions taken or omitted to be taken by it under this Mortgage  while it was the
mortgagee hereunder.




            [The remainder of this page is left blank intentionally.]









79685-1                                16
<PAGE>


         IN WITNESS WHEREOF, Mortgagor has caused this instrument to be executed
as of the date set forth above.

                                       MORTGAGOR:


                                       Capitol Development of Arkansas, Inc., an
                                       Arkansas corporation


                                       By: /s/ Michael G. Todd
                                       Its: President











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<PAGE>





                                 ACKNOWLEDGMENT


STATE OF Arkansas
                     ) ss.
COUNTY OF Pulaski


         On this day before me, a Notary Public,  duly commissioned,  qualified,
and acting  within and for the State and County  aforesaid,  appeared in person,
Michael  G.  Todd,  who  stated  that he was an  authorized  officer  of Capitol
Development of Arkansas, Inc., an Arkansas corporation,  and was duly authorized
in his  capacity to execute  the  foregoing  instrument  for and in the name and
behalf of said company;  and further stated that he had so signed,  executed and
delivered  said  instrument  for the  consideration,  uses and purposes  therein
mentioned and set forth.

         IN TESTIMONY  WHEREOF,  I have  hereunto set my hand and official  seal
this 11th day of September 2003.




                                                     ---------------------------
                                                     Notary  Public

My Commission Expires:

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












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                                    EXHIBIT A

         Lands  lying in Section  29 and a part of the East 1/2 of  Section  30,
Township 3 North, Range 13 West, Pulaski County,  Arkansas and more particularly
described as follows:

         Commencing at the Northwest  Corner of said Section 29; thence North 90
degrees 00 minutes 00 seconds  East  2564.28  feet;  thence  South 00 degrees 00
minutes 00 seconds West 611.08 feet to the point of  beginning  which is also on
the south right of way of Odom Boulevard; thence leaving the said South right of
way line of Odom Boulevard along a 143.2394 degree curve to the right 61.20 feet
to a point having a chord bearing and distance of South 81 degrees 31 minutes 11
seconds East 55.40 feet which is also on the west right of way of Naylor  Drive;
thence  continue  along  said  right of way line  South 37 degrees 41 minutes 32
seconds East 30.45 feet;  thence along a 5.6169 degree curve to the right 358.75
feet to a point  having a chord  bearing  and  distance  of South 27  degrees 37
minutes 01  seconds  East  356.90  feet;  thence  South 17 degrees 32 minutes 30
seconds East 251.53 feet;  thence along a 6.1069 degree curve to the left 498.81
feet to a point  having a chord  bearing  and  distance  of South 32  degrees 46
minutes 21  seconds  East  492.96  feet;  thence  South 48 degrees 00 minutes 13
seconds East 642.29 feet; thence along a 5.7569 degree curve to the right 387.16
feet to a point  having a chord  bearing  and  distance  of South 36  degrees 51
minutes 33  seconds  East  384.72  feet;  thence  South 25 degrees 42 minutes 53
seconds  East  31.71  feet;  thence  leaving  said right of way along a 229.1831
degree  curve to the right  38.46  feet to a point  having a chord  bearing  and
distance of South 18 degrees 21 minutes 48 seconds West 34.78 feet which is also
on the west right of way of Millwood Circle; thence continue along said right of
way line South 62 degrees 26 minutes 30 seconds West 22.62 feet;  thence along a
5.7103  degree curve to the left 1492.75 feet to a point having a chord  bearing
and distance of South 16 degrees 40 minutes 41 seconds Wet 1358.84 feet;  thence
South 25 degrees 56 minutes 35 seconds East 441.69  feet;  thence along a 4.2642
degree  curve to the right  385.98  feet to a point  having a chord  bearing and
distance  of South 17 degrees 42 minutes 50 seconds  East  384.65  feet;  thence
leaving  said west right of way South 84  degrees  03  minutes  51 seconds  West
170.32 feet;  thence  North 73 degrees 20 minutes 45 seconds West 1097.68  feet;
thence South 33 degrees 01 minutes 16 seconds West 254.89 feet;  thence South 45
degrees 24  minutes 03 seconds  West  349.34  feet;  thence  South 58 degrees 31
minutes 12  seconds  West  399.77  feet;  thence  North 77 degrees 45 minutes 58
seconds  West  156.73  feet to a point which is also on the east right of way of
Odom  Boulevard;  thence North 77 degrees 45 minutes 58 seconds West 62.24 feet;
thence  along the  centerline  of proposed  Odom  Boulevard  North 11 degrees 57
minutes 24 seconds East 8.19 feet;  thence  along a 20.8347  degree curve to the
left 266.72  feet to a point  having a chord  bearing  and  distance of North 15
degrees 49  minutes 44 seconds  West  256.39  feet;  thence  North 43 degrees 36
minutes 53 seconds West 729.52 feet;  thence along a 9.5492  degree curve to the
left 221.93  feet to a point  having a chord  bearing  and  distance of North 54
degrees 12  minutes 39 seconds  West  220.67  feet;  thence  North 64 degrees 48
minutes 26 seconds West 622.59 feet;  thence along a 6.3661  degree curve to the
left  1607.78  feet to a point  having a chord  bearing and distance of North 13
degrees 37 minutes 48 seconds  West  1402.36  feet;  thence  North 37 degrees 32
minutes 49 seconds East 1031.88 feet;  thence along a 3.3661 degree curve to the
right  517.56 feet to a point  having a chord  bearing and  distance of North 54
degrees 01  minutes 17 seconds  East  510.46  feet;  thence  North 70 degrees 29
minutes 45 seconds East 406.83 feet;  thence leaving said road centerline  South
19 degrees 30 minutes 15 seconds East 60.00 feet to a point on the east right of
way line of Odom  Boulevard;  thence continue along said right of way line North
70 degrees 29 minutes 45 seconds East 914.54 feet;  thence along a 4.5558 degree
curve to the left 347.84 feet to a point having a chord  bearing and distance of
North 62  degrees  34  minutes  34  seconds  East  346.73  feet to the  point of
beginning containing 250.134 acres more or less.



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