2004033147
                                                       04/23/2004 01:35;23 PM
                                                       Filed & Recorded in
                                                       Official  Records of
                                                       CAROLYN STflLEY PULfiSKI
                                                       COUNTY CIRCUIT/COUNTY
                                                       CLERK Fees $17.88




                       Real Estate Subordination Agreement
                   (Boca First Capital, LLLP to Third Party)


                                                               [Graphic Omitted]
                                                       Seal of the Circuit Court
                                                        Pulaski County, Arkansas


This instrument was prepared by and after recording return to:

Brandon Brown P.L.
9045 FontanaBlvd., Suite Bl
Boca Raton, FL 33434


This Real Estate Subordination  Agreement  ("Agreement") is executed as of April
22, 2004, by Boca First Capital, LLLP, ("Boca First Capital"), having an address
of  7100  W.  Camino  Real  Blvd.,   Suite  402,   Boca  Raton,   Florida  33433
("Subordinator"),  in favor of Bank of the Ozarks,  having an address for notice
purposes of P. O. Box 8811, Little Rock, AR 72231-8811 ("Junior Lienholder").

Whereas,  Boca First Capital is the owner and holder of, or creditor under,  the
indebtedness  described in and secured by a security  instrument (deed of trust,
deed to secure debt or mortgage)  dated  Janurary 29, 2003,  executed by Capitol
Development of Arkansas, Inc. and which was filed for record on January 30, 2003
and recorded as Instrument No. 2003009943 in the land records of Pulaski County,
Arkansas,  as  same  may  have  been  or is  to  be  modified  prior  hereto  or
contemporaneously  herewith (the "Senior Lien"),  encumbering the land described
therein, including the land described on Exhibit "A", affixed hereto and by this
referenced  made a part hereof (said land and such  improvements,  appurtenances
and other rights and interests  regarding said land, if any, as are described on
Exhibit "A" being called herein collectively, the "Property"); and

Whereas,  Junior Lienholder has been requested to make a loan, line of credit or
other financial  accommodation to Capitol Development of Arkansas, Inc. (jointly
and severally,  "Borrower"), to be secured by, without limitation, either a deed
of trust, deed to secure debt or mortgage (the "Junior Lien"), covering, without
limitation,  the  Property  and  securing  the  indebtedness  described  therein
including the payment of a promissory  note,  line of credit  agreement or other
borrowing agreement made by Borrower and/ or others payable to the order of Bank
of the Ozarks in the maximum principal face amount of Two Million Fifty Thousand
Dollars  ($2,050,000.00)  (the  "Principal  Amount"),  including  provisions for
acceleration  and payment of interest and collection  costs (the  "Obligation");
and


<PAGE>

Whereas,  Junior  Lienholder  requires,  as a  condition  to the  making  of the
Obligation, that the Junior Lien be superior to the Senior Lien;

Now, Therefore, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,  and with the understanding by Boca First Capital
that Junior  Lienholder  will rely hereon in making the  Obligation,  Boca First
Capital  agrees and covenants  that the Senior Lien and the rights of Boca First
Capital  thereunder  and all other rights of Boca First Capital now or hereafter
existing in or with respect to the Property are hereby subordinated, and are and
shall remain completely and  unconditionally  subordinate to the Junior Lien and
the rights of the Junior  Lienholder  thereunder  regardless of the frequency or
manner of renewal,  extension,  consolidation or modification of the Junior Lien
and/ or the Obligation.

This  Subordination  Agreement  is  limited  to an amount of Two  Million  Fifty
Thousand  Dollars  ($2,050,000.00),  which is the original  amount of the Junior
Lienholder's  principal  balance;  plus  interest  and  any  additional  amounts
advanced  pursuant to the provision of said security  instrument  for payment of
insurance premiums,  taxes, cost of collection or protection of the value of the
Property or Junior  Lienholder's  rights in the Property.  This Agreement  shall
inure to the  benefit  of Junior  Lienholder  and  be.binding  upon  Boca  First
Capital,  its  successors and assigns and shall be binding upon any purchaser or
purchasers  (at  foreclosure  or otherwise) of the Property or any part thereof,
and their respective heirs, personal representatives, successors and assigns.



<PAGE>






                                                    Boca First Capitol, LLLC
                                                    Addison Capital Group, LLC
                                                    General Partner
/s/
   -----------------------------
Witness Name: G. Robert Hardin


                                                    By: Michael G. Todd
--------------------                                Title: Manager
Witness name:







<PAGE>





                                   2004033147

                                   EXHIBIT "A"

TRACT One:
 TRACT D-R, BEING A RE-PLAT OF TRACT D MAUMELLE TOWN CENTER ADDITION TO THE CITY
 OF MAUMELLE,  ARKANSAS,  WHICH INCLUDES  SHARED ACCESS  EASEMENT 'B', AND BEING
 SHOWN ON PLAT RECORDED AS PLAT NO. G-607, RECORDS OF PULASKI COUNTY,  ARKANSAS,
 LYING IN THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 3 NORTH,  RANGE 13 WEST MORE
 PARTICULARLY DESCRIBED AS FOLLOWS:

 COMMENCING  AT THE  NORTHWEST  COMER OF THE  SOUTHWEST  QUARTER OF SECTION  33,
 TOWNSHIP 3 NORTH,  RANGE 13 WEST  (ARKANSAS  STATE PLANE  COORDINATES  OF NORTH
 188,568.425 EAST 1,877,503.537);  THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS
 EAST 211.92  FEET;  THENCE  NORTH 90 DEGREES 00 MINUTES 00 SECONDS  EAST 597.77
 FEET TO THE POINT OF  BEGINNING  WHICH IS ALSO ON THE EAST RIGHT OF WAY OF CLUB
 MANOR DRIVE;  THENCE ALONG A 81.1453  DEGREE CURVE TO THE RIGHT 56.65 FEET TO A
 POINT  HAVING A CHORD  BEARING  AND  DISTANCE OF NORTH 85 DEGREES 21 MINUTES 01
 SECONDS EAST 52.03 FEET TO A POINT ON THE SOUTH RIGHT OF WAY OF AUDUBON  DRIVE;
 THENCE ALONG A 4.5752  DEGREE CURVE TO THE LEFT 509.35 FEET TO A POINT HAVING A
 CHORD  BEARING  AND  DISTANCE  OF SOUTH 56 DEGREES  04 MINUTES 53 SECONDS  EAST
 505.85  FEET;  THENCE  SOUTH 67 DEGREES 44 MINUTES 00 SECONDS  EAST 11.00 FEET;
 THENCE  LEAVING  SAID RIGHT OF WAY SOUTH 22 DEGREES 16 MINUTES 00 SECONDS  WEST
 297.00 FEET;  THENCE SOUTH 67 DEGREES 44 MINUTES 00 SECONDS EAST 220.00 FEET TO
 A POINT  WHICH IS ALSO ON THE WEST RIGHT OF WAY OF MAUMELLE  BOULEVARD;  THENCE
 CONTINUING  ALONG SAID RIGHT OF WAY LINE SOUTH 22 DEGREES 16 MINUTES 00 SECONDS
 WEST 193.02  FEET;  THENCE  SOUTH 22 DEGREES 16 MINUTES 07 SECONDS  WEST 685.52
 FEET;  THENCE  LEAVING  SAIDRIGHT OF WAY NORTH 67 DEGREES 43 MINUTES 53 SECONDS
 WEST 503.11  FEET;  THENCE  SOUTH 22 DEGREES 26 MINUTES 51 SECONDS  WEST 339.61
 FEET;  THENCE  ALONG A 24.9113  DEGREE  CURVE TO THE LEFT 83.37 FEET TO A POINT
 HAVING A CHORD  BEARING AND  DISTANCE OF SOUTH 12 DEGREES 03 MINUTES 47 SECONDS
 WEST 82.92 FEET;  THENCE SOUTH 01 DEGREE 40 MINUTES 43 SECONDS WEST 33.04 FEET;
 THENCE  SOUTH 45 DEGREES 49 MINUTES 57 SECONDS WEST 34.83 FEET TO A POINT WHICH
 IS ALSO ON THE NORTH RIGHT OF WAY OF ODOM BOULEVARD;  THENCE  CONTINUING  ALONG
 SAID RIGHT OF WAY SOUTH 89 DEGREES 59  MINUTES  11 SECONDS  WEST  102.44  FEET;
 THENCE NORTH 89 DEGREES 02 MINUTES 25 SECONDS WEST 60.77 FEET;  THENCE NORTH 89
 DEGREES 59 MINUTES 27 SECONDS WEST 261.99 FEET; THENCE LEAVING SAID NORTH RIGHT
 OF WAY LINE  ALONG A 81.1453  DEGREE  CURVE TO THE RIGHT  62.83 FEET TO A POINT
 HAVING A CHORD  BEARING AND  DISTANCE OF NORTH 44 DEGREES 59 MINUTES 26 SECONDS
 WEST 56.57 FEET TO A POINT WHICH IS ALSO ON THE EAST RIGHT OF WAY OF CLUB MANOR
 DRIVE; THENCE CONTINUING ALONG SAID RIGHT OF WAY NORTH 00 DEGREES 00 MINUTES 34
 SECONDS  EAST 299.72  FEET;  THENCE  ALONG A 4.7.837  DEGREE CURVE TO THE RIGHT
 919.67 FEET TO A POINT HAVING A CHORD  BEARING AND DISTANCE OF NORTH 22 DEGREES
 00 MINUTES 23 SECONDS EAST 897.24  FEET;  THENCE NORTH 44 DEGREES 00 MINUTES 13
 SECONDS EAST 754.39 FEET TO THE POINT OF BEGINNING.



 TRACT Two:
 TRACT DL, BEING A RE-PLAT OF TRACT D MAUMELLE TOWN CENTER  ADDITION TO THE CITY
 OF MAUMELLE,  ARKANSAS,  WHICH INCLUDES  SHARED ACCESS  EASEMENT 'A', AND BEING
 SHOWN ON PLAT RECORDED AS PLAT NO. G-607, RECORDS OF PULASKI COUNTY,  ARKANSAS,
 LYING IN THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 3 NORTH,  RANGE 13 WEST MORE
 PARTICULARLY DESCRIBED AS FOLLOWS:

 COMMENCING  AT THE  NORTHWEST  CORNER OF THE  SOUTHWEST  QUARTER OF SECTION 33,
 TOWNSHIP 3 NORTH,  RANGE 13 WEST  (ARKANSAS  STATE PLANE  COORDINATES  OF NORTH
 188,568.425 EAST 1,877,503.537);  THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS
 WEST  1050.91  FEET;  THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS EAST 372.08
 FEET TO THE POINT OF  BEGINNING;  THENCE SOUTH 67 DEGREES 43 MINUTES 53 SECONDS
 EAST  503.11 FEET TO A POINT WHICH IS ALSO ON THE WEST RIGHT OF WAY OF MAUMELLE
 BOULEVARD;  THENCE  SOUTH 22 DEGREES 15 MINUTES 07 SECONDS  WEST  347.67  FEET;
 THENCE  LEAVING  SAID  RIGHT OF WAY ALONG A 90.5503  DEGREE  CURVE TO THE RIGHT


<PAGE>

 79.02 FEET TO POINT HAVING A CHORD  BEARING AND DISTANCE OF SOUTH 66 DEGREES 59
 MINUTES 21 SECONDS  WEST 71.05 FEET TO A POINT WHICH IS ALSO ON THE NORTH RIGHT
 OF WAY OF ODOM BOULEVARD;  THENCE  CONTINUING  ALONG SAID RIGHT OF WAY NORTH 68
 DEGREES 17 MINUTES 25 SECONDS  WEST 20.70 FEET;  THENCE  ALONG A 5.0682  DEGREE
 CURVE TO THE LEFT 324.55 FEET TO A POINT HAVING A CHORD BEARING AND DISTANCE OF
 NORTH 76 DEGREES 30 MINUTES 41 SECONDS WEST 323.43 FEET;  THENCE ALONG A 5.0662
 DEGREE  CURVE TO THE LEFT  104.25  FEET TO A POINT  HAVING A CHORD  BEARING AND
 DISTANCE  OF NORTH 87 DEGREES 22 MINUTES 23 SECONDS  WEST 104.21  FEET;  THENCE
 SOUTH 89 DEGREES 59 MINUTES 11  SECONDS  WEST 3.50 FEET;  THENCE  LEAVING  SAID
 RIGHT OF WAY NORTH 45 DEGREES 49 MINUTES  57 SECONDS  EAST 34.83  FEET;  THENCE
 NORTH 01 DEGREES 40 MINUTES 43 SECONDS EAST 33.04 FEET;  THENCE ALONG A 24.9115
 DEGREE  CURVE TO THE RIGHT  83.37 FEET TO A POINT  HAVING A CHORD  BEARING  AND
 DISTANCE  OF NORTH 12 DEGREES 03 MINUTES  47 SECONDS  EAST 82.92  FEET;  THENCE
 NORTH 22  DEGREES  26  MINUTES  51  SECONDS  EAST  339.61  FEET TO THE POINT OF
 BEGINNING.
Boca First Capital, LLLP Acknowledgment:


State of  Arkansas

County of Pulaski  City of



On this the 22 day of  April,  2004,  before me  Sharon  undersigned  personally
appeared Michael G. Todd  who  acknowledged  him/  herself to be the  manager of
Addison Capital Group,  LLC, the general partner of Boca First Capital,  LLLC, a
limited  limited  liability  company,  and that (s) he, as such  Manager_______,
being  authorized so to do,  executed the foregoing  instrument for the purposes
therein  contained,  by signing the name of the  corporation  by him/ herself as
Manager____. In witness whereof I hereunto set my hand and official seal.


                                 Initialed illegible
                                 -------------------

OFFICIAL SEAL   Signature of Person Taking Acknowledgement Commission
SHARON A. MILLER                Expiration  Date: 3-20-2013
Notary Public - Arkansas
Pulaski County