2004033146
                                            04/23/2004  01:35:22  PM Filed &
                                            Recorded in
                                            Official Records of
                                            CAROLYN STFILEY PULASKI
                                            COUNTY  CIRCUIT/COUNTY
                                            CLERK Fees $32.00


-State of Arkansas-





                                      -SPACE ABOVE THIS LINE FOR RECORDING DATA-


 This instrument was prepared by (name,address): BANK OF THE OZARKS



 LENDER TELEPHONE NO.
 PERSON TO RELEASE LIEN (NAME AND TITLE)




                              REAL ESTATE MORTGAGE
                          (WITH FUTURE ADVANCE CLAUSE)


1. DATE AND PARTIES. The date of this Mortgage is APRIL 20, 2004 and the parties
   and their addresses are as follows:



MORTGAGOR:



CAPITOL DEVELOPMENT OF ARKANSAS,INC.






Refer to the Addendum which is attached and  incorporated  herein for additional
Mortgagors.



LENDER:

            BANK OF THE OZARKS (CHENAL)
            P 0 BOX 8811 LITTLE ROCK
            AR 72231-8811




2.  MORTGAGE. FOR GOOD AND VALUABLE  CONSIDERATION,  THE RECEIPT AND SUFFICIENCY
    OF  WHICH  IS  ACKNOWLEDGED,  AND TO  SECURE  THE  SECURED  DEBT  (HEREAFTER
    DEFINED),  MORTGAGOR GRANTS,  BARGAINS,  CONVEYS AND MORTGAGES TO^LENDER THE
    FOLLOWING DESCRIBED PROPERTY:

         TRACT D-R AND TRACT D-1 , REPLAT OF TRACT D , MAUMELLE TOWN
         CENTER ADDITION TO THE CITY OF MAUMELLE, PULASKI COUNTY,
         ARKANSAS.


           SEE "EXHIBIT A"





    The property is located in PULASKI   at    TOWN  CENTER ADDITION,  MAUMELLE,
    Arkansas

    FORM 15    (ADDRESS)                 (CITY)       (ZIP CODE)

ARKANSAS-AGRICULTURAL/COMMERCIAL REAL ESTATE SECURITY INSTRUMENT (NOT FOR FNMA.
FHLMC. FH,

(C)1993,2001 BANKERS SYSTEMS, INC., ST. CLOUD, MN FORM AGCO-RESI-AR 1/2/2003


<PAGE>


TOGETHER WITH ALL RIGHTS, EASEMENTS,  APPURTENANCES,  ROYALTIES, MINERAL RIGHTS,
OIL AND GAS  RIGHTS,  CROPS,  TIMBER,  ALL  DIVERSION  PAYMENTS  OR THIRD  PARTY
PAYMENTS  MADE  TO  CROP  PRODUCERS  WHICH  ARE  NOT  DIRECTLY  RELATED  TO CROP
PRODUCTION  PROCEEDS,  AND ALL  EXISTING  AND FUTURE  IMPROVEMENTS,  STRUCTURES,
FIXTURES,  AND REPLACEMENTS  THAT MAY NOW, OR AT ANY TIME IN THE FUTURE, BE PART
OF THE REAL ESTATE  DESCRIBED  ABOVE (ALL REFERRED TO AS  "PROPERTY").  THE TERM
PROPERTY ALSO INCLUDES,  BUT IS NOT LIMITED TO, ANY AND ALL WATER WELLS,  WATER,
DITCHES, RESERVOIRS, RESERVOIR SITES AND DAMS LOCATED ON THE REAL ESTATE AND ALL
RIPARIAN AND WATER RIGHTS ASSOCIATED WITH THE PROPERTY, HOWEVER ESTABLISHED.

3.   MAXIMUM  OBLIGATION  LIMIT.  THE TOTAL PRINCIPAL AMOUNT OF THE SECURED DEBT
     (HEREAFTER  DEFINED)  SECURED  BY THIS  MORTGAGE  AT ANY ONE TIME SHALL NOT
     EXCEED $ ________2 , 050  ,000.00________  O THIS LIMITATION OF AMOUNT DOES
     NOT INCLUDE INTEREST, LOAN CHARGES, COMMITMENT FEES, BROKERAGE COMMISSIONS,
     ATTORNEYS'  FEES AND OTHER  CHARGES  VALIDLY MADE PURSUANT TO THIS MORTGAGE
     AND DOES NOT APPLY TO ADVANCES (OR INTEREST  ACCRUED ON SUCH ADVANCES) MADE
     UNDER  THE TERMS OF THIS  MORTGAGE  TO  PROTECT  LENDER'S  SECURITY  AND TO
     PERFORM ANY OF THE COVENANTS  CONTAINED IN THIS MORTGAGE.  FUTURE  ADVANCES
     ARE CONTEMPLATED AND, ALONG WITH OTHER FUTURE  OBLIGATIONS,  ARE SECURED BY
     THIS MORTGAGE  EVEN THOUGH ALL OR PART MAY NOT YET BE ADVANCED.  NOTHING IN
     THIS MORTGAGE, HOWEVER, SHALL CONSTITUTE A COMMITMENT TO MAKE ADDITIONAL OR
     FUTURE LOANS OR ADVANCES IN ANY AMOUNT.  ANY SUCH COMMITMENT  WOULD NEED TO
     BE AGREED TO IN A SEPARATE WRITING.

4.   SECURED DEBT DEFINED. THE TERM "SECURED DEBT" INCLUDES,  BUT IS NOT LIMITED
     TO, THE FOLLOWING:

     A.   THE PROMISSORY NOTE(S),  CONTRACT(S),  GUARANTY(IES) OR OTHER EVIDENCE
          OF DEBT DESCRIBED BELOW AND ALL EXTENSIONS, RENEWALS, MODIFICATIONS OR
          SUBSTITUTIONS  (EVIDENCE OF DEBT) (E.G., BORROWER'S NAME, NOTE AMOUNT,
          INTEREST RATE, MATURITY DATE):

             BORROWER: CAPITOL DEVELOPMENT OF ARKANSAS, INC
             NOTE AMOUNT:  $2,050,000.00
             MATURITY DATE:  04/15/2006


     B.   ALL  FUTURE   ADVANCES  FROM  LENDER  TO  MORTGAGOR  OR  OTHER  FUTURE
          OBLIGATIONS  OF  MORTGAGOR  TO  LENDER  UNDER  ANY  PROMISSORY   NOTE,
          CONTRACT, GUARANTY, OR OTHER EVIDENCE OF DEBT EXISTING NOW OR EXECUTED
          AFTER THIS  MORTGAGE  WHETHER  OR NOT THIS  MORTGAGE  IS  SPECIFICALLY
          REFERRED TO IN THE  EVIDENCE  OF DEBT,  AND WHETHER OR NOT SUCH FUTURE
          ADVANCES OR FUTURE  OBLIGATIONS  ARE INCURRED FOR ANY PURPOSE THAT WAS
          RELATED OR UNRELATED  TO THE PURPOSE OF THE  EVIDENCE OF DEBT.

     C.   ALL OBLIGATIONS MORTGAGOR OWES TO LENDER, WHICH NOW EXIST OR MAY LATER
          ARISE, TO THE EXTENT NOT PROHIBITED BY LAW, INCLUDING, BUT NOT LIMITED
          TO,  LIABILITIES  FOR  OVERDRAFTS  RELATING  TO  ANY  DEPOSIT  ACCOUNT
          AGREEMENT  BETWEEN  MORTGAGOR  AND  LENDER.

     D.   ALL  ADDITIONAL  SUMS  ADVANCED  AND  EXPENSES  INCURRED BY LENDER FOR
          INSURING,  PRESERVING  OR  OTHERWISE  PROTECTING  THE PROPERTY AND ITS
          VALUE AND ANY OTHER SUMS  ADVANCED  AND  EXPENSES  INCURRED  BY LENDER
          UNDER  THE  TERMS OF THIS  MORTGAGE,  PLUS  INTEREST  AT THE SAME RATE
          PROVIDED IN THE EVIDENCE OF DEBT.

     E.   MORTGAGOR'S PERFORMANCE UNDER THE TERMS OF ANY INSTRUMENT EVIDENCING A
          DEBT BY MORTGAGOR TO LENDER AND ANY MORTGAGE SECURING, GUARANTYING, OR
          OTHERWISE RELATING TO THE DEBT.

     IF MORE THAN ONE PERSON SIGNS THIS  MORTGAGE AS MORTGAGOR,  EACH  MORTGAGOR
     AGREES  THAT THIS  MORTGAGE  WILL  SECURE  ALL FUTURE  ADVANCES  AND FUTURE
     OBLIGATIONS  DESCRIBED  ABOVE THAT ARE GIVEN TO OR  INCURRED  BY ANY ONE OR
     MORE MORTGAGOR, OR ANY ONE OR MORE MORTGAGOR AND OTHERS. THIS MORTGAGE WILL
     NOT SECURE ANY OTHER DEBT IF LENDER FAILS, WITH RESPECT TO SUCH OTHER DEBT,
     TO MAKE ANY REQUIRED  DISCLOSURE  ABOUT THIS MORTGAGE OR IF LENDER FAILS TO
     GIVE ANY REQUIRED NOTICE OF THE RIGHT OF RESCISSION.

5.   PAYMENTS.  MORTGAGOR  AGREES TO MAKE ALL  PAYMENTS ON THE SECURED DEBT WHEN
     DUE AND IN  ACCORDANCE  WITH  THE  TERMS  OF THE  EVIDENCE  OF DEBT OR THIS
     MORTGAGE.

     B.   WARRANTY OF TITLE.  MORTGAGOR  COVENANTS  THAT  MORTGAGOR  IS LAWFULLY
          SEIZED OF THE ESTATE  CONVEYED BY THIS  MORTGAGE  AND HAS THE RIGHT TO
          GRANT,  BARGAIN,  CONVEY, SELL, AND MORTGAGE THE PROPERTY AND WARRANTS
          THAT THE PROPERTY IS UNENCUMBERED, EXCEPT FOR ENCUMBRANCES OF RECORD.

7.   CLAIMS AGAINST TITLE.  MORTGAGOR  WILL PAY ALL TAXES,  ASSESSMENTS,  LIENS,
     ENCUMBRANCES,  LEASE  PAYMENTS,  GROUND RENTS,  UTILITIES AND OTHER CHARGES
     RELATING TO THE PROPERTY WHEN DUE. LENDER MAY REQUIRE  MORTGAGOR TO PROVIDE
     TO LENDER  COPIES OF ALL NOTICES THAT SUCH AMOUNTS ARE DUE AND THE RECEIPTS
     EVIDENCING MORTGAGOR'S PAYMENT. MORTGAGOR WILL DEFEND TITLE TO THE PROPERTY
     AGAINST ANY CLAIMS THAT WOULD IMPAIR THE LIEN OF THIS  MORTGAGE.  MORTGAGOR
     AGREES TO ASSIGN TO LENDER, AS REQUESTED BY LENDER,  ANY RIGHTS,  CLAIMS OR
     DEFENSES  WHICH  MORTGAGOR  MAY HAVE  AGAINST  PARTIES WHO SUPPLY  LABOR OR
     MATERIALS TO IMPROVE OR MAINTAIN THE PROPERTY.

8.   PRIOR SECURITY INTERESTS.  WITH REGARD TO ANY OTHER MORTGAGE, DEED OF TRUST
     OR SECURITY AGREEMENT THAT CREATED A PRIOR SECURITY INTEREST OR ENCUMBRANCE
     ON THE PROPERTY AND THAT MAY HAVE  PRIORITY OVER THIS  MORTGAGE,  MORTGAGOR
     AGREES:

     A.   TO MAKE  ALL  PAYMENTS  WHEN DUE AND TO  PERFORM  OR  COMPLY  WITH ALL
          COVENANTS.

     B.   TO PROMPTLY DELIVER TO LENDER ANY NOTICES THAT MORTGAGOR RECEIVES FROM
          THE HOLDER. C. NOT TO MAKE OR PERMIT ANY MODIFICATION OR EXTENSION OF,
          AND NOT TO REQUEST OR ACCEPT  ANY  FUTURE  ADVANCES  UNDER ANY NOTE OR
          AGREEMENT  SECURED BY, THE OTHER  MORTGAGE,  DEED OF TRUST OR SECURITY
          AGREEMENT UNLESS LENDER CONSENTS IN WRITING.

9.   DUE ON SALE OR ENCUMBRANCE.  LENDER MAY, AT ITS OPTION,  DECLARE THE ENTIRE
     BALANCE OF THE SECURED  DEBT TO BE  IMMEDIATELY  DUE AND  PAYABLE  UPON THE
     CREATION OF ANY LIEN,  ENCUMBRANCE,  TRANSFER, OR SALE, OR CONTRACT FOR ANY
     OF THESE ON THE PROPERTY.  HOWEVER,  IF THE PROPERTY  INCLUDES  MORTGAGOR'S
     RESIDENCE,  THIS SECTION  SHALL BE SUBJECT TO THE  RESTRICTIONS  IMPOSED BY
     FEDERAL LAW (12 C.F.R.  591 ET SEQ.),  AS  APPLICABLE.  FOR THE PURPOSES OF
     THIS  PARAGRAPH,  THE TERM  "PROPERTY" ALSO INCLUDES ANY INTEREST TO ALL OR
     ANY PART OF THE  PROPERTY.  THIS COVENANT  SHALL  RUN^WITH THE PROPERTY AND
     SHALL  REMAIN IN EFFECT  UNTIL  THE  SECURED  DEBT IS PAID IN FULL AND THIS
     MORTGAGE IS RELEASED.


<PAGE>


     FORM 215,
     S1993, 2001 BANKERS SYSTEMS.

10.  TRANSFER OF AN INTEREST IN THE  MORTGAGOR.  IF MORTGAGOR IS AN ENTITY OTHER
     THAN A NATURAL PERSON (SUCH AS A CORPORATION OR OTHER ORGANIZATION). LENDER
     MAY DEMAND IMMEDIATE  PAYMENT IF (1) A BENEFICIAL  INTEREST IN MORTGAGOR IS
     SOLD OR TRANSFERRED; (2) THERE IS A CHANGE IN EITHER THE IDENTITY OR NUMBER
     OF MEMBERS OF A PARTNERSHIP;  OR (3) THERE IS A CHANGE IN OWNERSHIP OF MORE
     THAN 25 PERCENT OF THE VOTING STOCK OF A CORPORATION.  HOWEVER,  LENDER MAY
     NOT DEMAND PAYMENT IN THE ABOVE SITUATIONS IF IT IS PROHIBITED BY LAW AS OF
     THE DATE OF THIS MORTGAGE.

11.  ENTITY WARRANTIES AND REPRESENTATIONS. IF MORTGAGOR IS AN ENTITY OTHER THAN
     A NATURAL PERSON (SUCH AS A CORPORATION OR OTHER  ORGANIZATION).  MORTGAGOR
     MAKES TO LENDER THE FOLLOWING WARRANTIES AND REPRESENTATIONS WHICH SHALL BE
     CONTINUING AS LONG AS THE SECURED DEBT REMAINS OUTSTANDING:

     A.   MORTGAGOR IS AN ENTITY WHICH IS DULY ORGANIZED AND VALIDLY EXISTING IN
          THE MORTGAGOR'S STATE OF INCORPORATION (OR ORGANIZATION). MORTGAGOR IS
          IN GOOD STANDING IN ALL STATES IN WHICH MORTGAGOR  TRANSACTS BUSINESS.
          MORTGAGOR HAS THE POWER AND AUTHORITY TO OWN THE PROPERTY AND TO CARRY
          ON  ITS  BUSINESS  AS NOW  BEING  CONDUCTED  AND,  AS  APPLICABLE,  IS
          QUALIFIED TO DO SO IN EACH STATE IN WHICH MORTGAGOR OPERATES.

     B.   THE EXECUTION,  DELIVERY AND PERFORMANCE OF THIS MORTGAGE BY MORTGAGOR
          AND THE  OBLIGATION  EVIDENCED  BY THE EVIDENCE OF DEBT ARE WITHIN THE
          POWER OF  MORTGAGOR,  HAVE BEEN DULY  AUTHORIZED,  HAVE  RECEIVED  ALL
          NECESSARY GOVERNMENTAL APPROVAL, AND WILL NOT VIOLATE ANY PROVISION OF
          LAW, OR ORDER OF COURT OR GOVERNMENTAL AGENCY. C. OTHER THAN DISCLOSED
          IN WRITING  MORTGAGOR  HAS NOT  CHANGED  ITS NAME  WITHIN THE LAST TEN
          YEARS AND HAS NOT USED ANY OTHER  TRADE OR  FICTITIOUS  NAME.  WITHOUT
          LENDER'S  PRIOR WRITTEN  CONSENT.  MORTGAGOR DOES NOT AND WILL NOT USE
          ANY OTHER NAME AND WILL  PRESERVE ITS EXISTING  NAME,  TRADE NAMES AND
          FRANCHISES UNTIL THE EVIDENCE OF DEBT IS SATISFIED.

12.  PROPERTY  CONDITION,  ALTERATIONS AND  INSPECTION.  MORTGAGOR WILL KEEP THE
     PROPERTY  IN GOOD  CONDITION  AND MAKE  ALL  REPAIRS  THAT  ARE  REASONABLY
     NECESSARY.  MORTGAGOR  WILL GIVE LENDER PROMPT NOTICE OF ANY LOSS OR DAMAGE
     TO THE PROPERTY. MORTGAGOR WILL KEEP THE PROPERTY FREE OF NOXIOUS WEEDS AND
     GRASSES.  MORTGAGOR WILL NOT INITIATE,  JOIN IN OR CONSENT TO ANY CHANGE IN
     ANY PRIVATE  RESTRICTIVE  COVENANT,  ZONING  ORDINANCE  OR OTHER  PUBLIC OR
     PRIVATE RESTRICTION  LIMITING OR DEFINING THE USES WHICH MAY BE MADE OF THE
     PROPERTY  OR ANY  PART OF THE  PROPERTY,  WITHOUT  LENDER'S  PRIOR  WRITTEN
     CONSENT.   MORTGAGOR   WILL   COMPLY  WITH  ALL  LEGAL   REQUIREMENTS   AND
     RESTRICTIONS,  WHETHER  PUBLIC OR PRIVATE,  WITH  RESPECT TO THE USE OF THE
     PROPERTY.  MORTGAGOR  ALSO AGREES THAT THE NATURE OF THE  OCCUPANCY AND USE
     WILL NOT CHANGE  WITHOUT  LENDER'S  PRIOR WRITTEN  CONSENT.  MORTGAGOR WILL
     NOTIFY  LENDER OF ALL  DEMANDS,  PROCEEDINGS,  CLAIMS AND  ACTIONS  AGAINST
     MORTGAGOR  OR ANY OTHER  OWNER MADE UNDER ANY LAW OR  REGULATION  REGARDING
     USE,  OWNERSHIP AND  OCCUPANCY OF THE PROPERTY.  NO PORTION OF THE PROPERTY
     WILL BE REMOVED,  DEMOLISHED OR MATERIALLY  ALTERED WITHOUT  LENDER'S PRIOR
     WRITTEN  CONSENT  EXCEPT THAT  MORTGAGOR  HAS THE RIGHT TO REMOVE  ITEMS OF
     PERSONAL  PROPERTY  COMPRISING A PART OF THE  PROPERTY  THAT BECOME WORN OR
     OBSOLETE,  PROVIDED  THAT SUCH  PERSONAL  PROPERTY IS  REPLACED  WITH OTHER
     PERSONAL  PROPERTY  AT  LEAST  EQUAL  IN  VALUE  TO THE  REPLACED  PERSONAL
     PROPERTY, FREE FROM ANY TITLE RETENTION DEVICE, SECURITY AGREEMENT OR OTHER
     ENCUMBRANCE.  SUCH REPLACEMENT OF PERSONAL  PROPERTY WILL BE DEEMED SUBJECT
     TO THE SECURITY  INTEREST  CREATED BY THIS  MORTGAGE.  MORTGAGOR  SHALL NOT
     PARTITION OR SUBDIVIDE THE PROPERTY WITHOUT LENDER'S PRIOR WRITTEN CONSENT.
     LENDER OR LENDER'S  AGENTS MAY, AT LENDER'S  OPTION,  ENTER THE PROPERTY AT
     ANY  REASONABLE  TIME FOR THE  PURPOSE  OF  INSPECTING  THE  PROPERTY.  ANY
     INSPECTION  OF THE  PROPERTY  SHALL BE ENTIRELY  FOR  LENDER'S  BENEFIT AND
     MORTGAGOR  WILL IN NO WAY RELY ON LENDER'S  INSPECTION.

13.  AUTHORITY  TO PERFORM.  IF  MORTGAGOR  FAILS TO PERFORM ANY OF  MORTGAGOR'S
     DUTIES UNDER THIS MORTGAGE,  OR ANY OTHER MORTGAGE,  DEED OF TRUST, LIEN OR
     OTHER SECURITY  INTEREST THAT HAS PRIORITY OVER THIS MORTGAGE,  LENDER MAY,
     WITHOUT NOTICE, PERFORM THE DUTIES OR CAUSE THEM TO BE PERFORMED. MORTGAGOR
     APPOINTS  LENDER AS  ATTORNEY IN FACT TO SIGN  MORTGAGOR'S  NAME OR PAY ANY
     AMOUNT  NECESSARY FOR  PERFORMANCE.  IF ANY CONSTRUCTION ON THE PROPERTY IS
     DISCONTINUED  OR NOT  CARRIED  ON IN A  REASONABLE  MANNER.  LENDER  MAY DO
     WHATEVER  IS  NECESSARY  TO  PROTECT  LENDER'S  SECURITY  INTEREST  IN  THE
     PROPERTY.  THIS MAY INCLUDE COMPLETING THE CONSTRUCTION.  LENDER'S RIGHT TO
     PERFORM  FOR  MORTGAGOR  SHALL NOT CREATE AN  OBLIGATION  TO  PERFORM,  AND
     LENDER'S FAILURE TO PERFORM WILL NOT PRECLUDE LENDER FROM EXERCISING ANY OF
     LENDER'S OTHER RIGHTS UNDER THE LAW OR THIS  MORTGAGE.  ANY AMOUNTS PAID BY
     LENDER FOR INSURING,  PRESERVING OR OTHERWISE  PROTECTING  THE PROPERTY AND
     LENDER'S  SECURITY  INTEREST  WILL BE DUE ON DEMAND AND WILL BEAR  INTEREST
     FROM THE DATE OF THE  PAYMENT  UNTIL PAID IN FULL AT THE  INTEREST  RATE IN
     EFFECT FROM TIME TO TIME  ACCORDING  TO THE TERMS OF THE  EVIDENCE OF DEBT.

14.  ASSIGNMENT  OF LEASES  AND  RENTS.  MORTGAGOR  ASSIGNS,  GRANTS,  BARGAINS,
     CONVEYS AND MORTGAGES TO LENDER AS ADDITIONAL SECURITY ALL THE RIGHT, TITLE
     AND INTEREST IN THE FOLLOWING  (PROPERTY).

     A.   EXISTING OR FUTURE  LEASES,  SUBLEASES,  LICENSES,  GUARANTIES AND ANY
          OTHER  WRITTEN OR VERBAL  AGREEMENTS  FOR THE USE AND OCCUPANCY OF THE
          PROPERTY,  INCLUDING  BUT NOT  LIMITED TO, ANY  EXTENSIONS,  RENEWALS,
          MODIFICATIONS OR REPLACEMENTS  (LEASES).

     B.   RENTS,  ISSUES AND  PROFITS,  INCLUDING  BUT NOT LIMITED TO,  SECURITY
          DEPOSITS,  MINIMUM RENTS,  PERCENTAGE RENTS,  ADDITIONAL RENTS, COMMON
          AREA MAINTENANCE  CHARGES,  PARKING CHARGES,  REAL ESTATE TAXES, OTHER
          APPLICABLE TAXES, INSURANCE PREMIUM CONTRIBUTIONS,  LIQUIDATED DAMAGES
          FOLLOWING DEFAULT,  CANCELLATION PREMIUMS,  "LOSS OF RENTS" INSURANCE,
          GUEST RECEIPTS,  REVENUES,  ROYALTIES,  PROCEEDS,  BONUSES,  ACCOUNTS,
          CONTRACT RIGHTS, GENERAL INTANGIBLES,  AND ALL RIGHTS AND CLAIMS WHICH
          MORTGAGOR MAY HAVE THAT IN ANY WAY PERTAIN TO OR ARE ON ACCOUNT OF THE
          USE OR OCCUPANCY OF THE WHOLE OR ANY PART OF THE PROPERTY (RENTS).


     IN THE  EVENT  ANY ITEM  LISTED  AS  LEASES  OR RENTS IS  DETERMINED  TO BE
     PERSONAL  PROPERTY,  THIS  ASSIGNMENT  WILL ALSO BE  REGARDED AS A SECURITY
     AGREEMENT.

     MORTGAGOR  WILL PROMPTLY  PROVIDE LENDER WITH COPIES OF THE LEASES AND WILL
     CERTIFY THESE LEASES ARE TRUE AND CORRECT COPIES.  THE EXISTING LEASES WILL
     BE PROVIDED ON EXECUTION OF THE  ASSIGNMENT,  AND ALL FUTURE LEASES AND ANY
     OTHER INFORMATION WITH RESPECT TO THESE LEASES WILL BE PROVIDED IMMEDIATELY
     AFTER THEY ARE EXECUTED.  MORTGAGOR MAY COLLECT, RECEIVE, ENJOY AND USE THE
     RENTS SO LONG AS MORTGAGOR IS NOT IN DEFAULT. MORTGAGOR WILL NOT COLLECT IN
     ADVANCE  ANY RENTS DUE IN FUTURE  LEASE  PERIODS,  UNLESS  MORTGAGOR  FIRST
     OBTAINS  LENDER'S WRITTEN  CONSENT.  UPON DEFAULT, MORTGAGOR  WILL  RECEIVE


<PAGE>


     ANY RENTS IN TRUST FOR LENDER AND  MORTGAGOR  WILL NOT  COMMINGLE THE RENTS
     WITH ANY OTHER FUNDS.  WHEN LENDER SO DIRECTS,  MORTGAGOR  WILL ENDORSE AND
     DELIVER  ANY  PAYMENTS  OF  RENTS  FROM THE  PROPERTY  TO  LENDER.  AMOUNTS
     COLLECTED WILL BE APPLIED AT LENDER'S  DISCRETION TO THE SECURED DEBTS, THE
     COSTS OF  MANAGING,  PROTECTING  AND  PRESERVING  THE  PROPERTY,  AND OTHER
     NECESSARY  EXPENSES.  MORTGAGOR  AGREES THAT THIS  SECURITY  INSTRUMENT  IS
     IMMEDIATELY  EFFECTIVE  BETWEEN  MORTGAGOR  AND LENDER AND  EFFECTIVE AS TO
     THIRD  PARTIES  ON THE  RECORDING  OF  THIS  ASSIGNMENT.

     AS LONG AS THIS ASSIGNMENT IS IN EFFECT,  MORTGAGOR WARRANTS AND REPRESENTS
     THAT NO DEFAULT  EXISTS  UNDER THE LEASES,  AND THE PARTIES  SUBJECT TO THE
     LEASES  HAVE NOT  VIOLATED  ANY  APPLICABLE  LAW ON  LEASES,  LICENSES  AND
     LANDLORDS AND TENANTS.  MORTGAGOR, AT ITS SOLE COST AND EXPENSE, WILL KEEP,
     OBSERVE AND PERFORM,  AND REQUIRE ALL OTHER PARTIES TO THE LEASES TO COMPLY
     WITH THE LEASES AND ANY  APPLICABLE  LAW. IF  MORTGAGOR OR ANY PARTY TO THE
     LEASE  DEFAULTS OR FAILS TO OBSERVE ANY "* APPLICABLE  LAW,  MORTGAGOR WILL
     PROMPTLY  NOTIFY  LENDER.  IF  MORTGAGOR  NEGLECTS  OR  REFUSES  TO ENFORCE
     COMPLIANCE  WITH THE TERMS OF THE  LEASES,  THEN  LENDER  MAY,  AT LENDER'S
     OPTION,  ENFORCE  COMPLIANCE.  MORTGAGOR WILL NOT SUBLET,  MODIFY,  EXTEND,
     CANCEL,  OR  OTHERWISE  ALTER THE LEASES,  OR ACCEPT THE  SURRENDER  OF THE
     PROPERTY  COVERED BY THE LEASES  (UNLESS  THE  LEASES SO  REQUIRE)  WITHOUT
     LENDER'S  CONSENT.  MORTGAGOR WILL NOT ASSIGN,  COMPROMISE,  SUBORDINATE OR
     ENCUMBER  THE LEASES AND RENTS  WITHOUT  LENDER'S  PRIOR  WRITTEN  CONSENT.
     LENDER  DOES NOT ASSUME OR BECOME  LIABLE FOR THE  PROPERTY'S  MAINTENANCE,
     DEPRECIATION,  OR OTHER  LOSSES OR  DAMAGES  WHEN  LENDER  ACTS TO  MANAGE,
     PROTECT OR  PRESERVE  THE  PROPERTY,  EXCEPT FOR LOSSES AND  DAMAGES DUE TO
     LENDER'S GROSS NEGLIGENCE OR INTENTIONAL TORTS.  OTHERWISE,  MORTGAGOR WILL
     INDEMNIFY LENDER AND HOLD LENDER HARMLESS FOR ALL LIABILITY, LOSS OR DAMAGE
     THAT  LENDER MAY INCUR WHEN LENDER  OPTS TO  EXERCISE  ANY OF ITS  REMEDIES
     AGAINST ANY PARTY OBLIGATED  UNDER THE LEASES.

15.  CONDOMINIUMS; PLANNED UNIT DEVELOPMENTS. IF THE PROPERTY INCLUDES A UNIT IN
     A CONDOMINIUM OR A PLANNED UNIT DEVELOPMENT,  MORTGAGOR WILL PERFORM ALL OF
     MORTGAGOR'S  DUTIES UNDER THE  COVENANTS,  BY-LAWS,  OR  REGULATIONS OF THE
     CONDOMINIUM OR PLANNED UNIT DEVELOPMENT.

16.  DEFAULT. MORTGAGOR WILL BE IN DEFAULT IF ANY OF THE FOLLOWING OCCUR:

     A.   ANY PARTY  OBLIGATED  ON THE SECURED  DEBT FAILS TO MAKE  PAYMENT WHEN
          DUE;

     B.   A BREACH OF ANY TERM OR COVENANT IN THIS MORTGAGE,  ANY PRIOR MORTGAGE
          OR ANY CONSTRUCTION  LOAN AGREEMENT,  SECURITY  AGREEMENT OR ANY OTHER
          DOCUMENT  EVIDENCING,  GUARANTYING,  SECURING OR OTHERWISE RELATING TO
          THE SECURED DEBT;

     C.   THE MAKING OR  FURNISHING  OF ANY  VERBAL OR  WRITTEN  REPRESENTATION,
          STATEMENT  OR  WARRANTY TO LENDER  THAT IS FALSE OR  INCORRECT  IN ANY
          MATERIAL RESPECT BY MORTGAGOR OR ANY PERSON OR ENTITY OBLIGATED ON THE
          SECURED DEBT;

     D.   THE DEATH,  DISSOLUTION,  APPOINTMENT  OF A RECEIVER,  INSOLVENCY,  OR
          APPLICATION  OF ANY DEBTOR RELIEF LAW TO OR OF MORTGAGOR OR ANY PERSON
          OR ENTITY  OBLIGATED  ON THE SECURED  DEBT;

     E.   A GOOD FAITH BELIEF BY LENDER AT ANY TIME THAT LENDER IS INSECURE WITH
          RESPECT TO ANY PERSON OR ENTITY  OBLIGATED ON THE SECURED DEBT OR THAT
          THE  PROSPECT OF ANY PAYMENT IS IMPAIRED OR THE  PROPERTY IS IMPAIRED;

     F.   A MATERIAL ADVERSE CHANGE IN MORTGAGOR'S BUSINESS INCLUDING OWNERSHIP,
          MANAGEMENT,  AND  FINANCIAL  CONDITIONS,  WHICH  LENDER IN ITS OPINION
          BELIEVES IMPAIRS THE VALUE OF THE PROPERTY OR REPAYMENT OF THE SECURED
          DEBT;  OR

     G.   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.

17.  REMEDIES ON DEFAULT. IN SOME INSTANCES,  FEDERAL AND STATE LAW WILL REQUIRE
     LENDER TO PROVIDE  MORTGAGOR  WITH  NOTICE OF THE RIGHT TO CURE,  MEDIATION
     NOTICES OR OTHER NOTICES AND MAY ESTABLISH TIME  SCHEDULES FOR  FORECLOSURE
     ACTIONS.  SUBJECT TO THESE  LIMITATIONS,  IF ANY. LENDER MAY ACCELERATE THE
     SECURED DEBT AND  FORECLOSE  THIS  MORTGAGE IN A MANNER  PROVIDED BY LAW IF
     THIS MORTGAGOR IS IN DEFAULT.

          AT THE  OPTION  OF  LENDER,  ALL OR ANY  PART OF THE  AGREED  FEES AND
          CHARGES,  ACCRUED INTEREST AND PRINCIPAL SHALL BECOME  IMMEDIATELY DUE
          AND  PAYABLE,  AFTER  GIVING  NOTICE  IF  REQUIRED  BY LAW,  UPON  THE
          OCCURRENCE  OF A DEFAULT OR ANYTIME  THEREAFTER.  IN ADDITION.  LENDER
          SHALL BE ENTITLED  TO ALL THE  REMEDIES  PROVIDED BY LAW,  THE SECURED
          DEBT,  THIS  MORTGAGE  AND ANY  RELATED  DOCUMENTS  INCLUDING  WITHOUT
          LIMITATION, THE POWER TO SELL THE PROPERTY. ALL REMEDIES ARE DISTINCT,
          CUMULATIVE  AND NOT  EXCLUSIVE,  AND THE  LENDER  IS  ENTITLED  TO ALL
          REMEDIES  PROVIDED AT LAW OR EQUITY,  WHETHER  EXPRESSLY  SET FORTH OR
          NOT.
          THE  ACCEPTANCE BY LENDER OF ANY SUM IN PAYMENT OR PARTIAL  PAYMENT ON
          THE SECURED DEBT AFTER THE BALANCE IS DUE OR IS  ACCELERATED  OR AFTER
          FORECLOSURE  PROCEEDINGS  ARE FILED SHALL NOT  CONSTITUTE  A WAIVER OF
          LENDER'S  RIGHT TO  REQUIRE  FULL AND  COMPLETE  CURE OF ANY  EXISTING
          DEFAULT. BY NOT EXERCISING ANY REMEDY ON MORTGAGOR'S  DEFAULT.  LENDER
          DOES NOT WAIVE LENDER'S RIGHT TO LATER CONSIDER THE EVENT A DEFAULT IF
          IT CONTINUES OR HAPPENS AGAIN.

18.  EXPENSES; ADVANCES ON COVENANTS;  ATTORNEYS' FEES; COLLECTION COSTS. EXCEPT
     WHEN PROHIBITED BY LAW, MORTGAGOR AGREES TO PAY ALL OF LENDER'S EXPENSES IF
     MORTGAGOR  BREACHES ANY COVENANT IN THIS MORTGAGE.  MORTGAGOR WILL ALSO PAY
     ON DEMAND  ALL OF  LENDER'S  EXPENSES  INCURRED  IN  COLLECTING,  INSURING,
     PRESERVING  OR  PROTECTING  THE  PROPERTY  OR IN ANY  INVENTORIES,  AUDITS,
     INSPECTIONS  OR OTHER  EXAMINATION  BY LENDER IN RESPECT  TO THE  PROPERTY.
     MORTGAGOR  AGREES  TO PAY ALL  COSTS  AND  EXPENSES  INCURRED  BY LENDER IN
     ENFORCING OR PROTECTING  LENDER'S  RIGHTS AND REMEDIES UNDER THIS MORTGAGE,
     INCLUDING  BUT NOT LIMITED TO  REASONABLE  ATTORNEYS'  FEES (AS  DETERMINED
     UNDER A.C.A. 1 6-22-308),  COURT COSTS, AND OTHER LEGAL EXPENSES.  ONCE THE
     SECURED  DEBT IS FULLY AND  FINALLY  PAID,  LENDER  AGREES TO RELEASE  THIS
     MORTGAGE AND MORTGAGOR  AGREES TO PAY FOR ANY RECORDATION  COSTS.  ALL SUCH
     AMOUNTS  ARE DUE ON  DEMAND  AND WILL  BEAR  INTEREST  FROM THE TIME OF THE
     ADVANCE AT THE SAME RATE  PROVIDED IN THE EVIDENCE OF DEBT AND AS PERMITTED
     BY LAW.

19.  ENVIRONMENTAL LAWS AND HAZARDOUS  SUBSTANCES.  AS USED IN THIS SECTION, (1)
     "ENVIRONMENTAL   LAW"  MEANS,   WITHOUT   LIMITATION,   THE   COMPREHENSIVE
     ENVIRONMENTAL  RESPONSE,  COMPENSATION AND LIABILITY ACT (CERCLA, 42 U.S.C.
     9601 ET SEQ.),  ALL OTHER  FEDERAL,  STATE  AND  LOCAL  LAWS,  REGULATIONS,
     ORDINANCES, COURT ORDERS, ATTORNEY GENERAL OPINIONS OR INTERPRETIVE LETTERS
     CONCERNING THE PUBLIC HEALTH, SAFETY,  WELFARE,  ENVIRONMENT OR A HAZARDOUS
     SUBSTANCE;  AND (2) "HAZARDOUS  SUBSTANCE" MEANS ANY TOXIC,  RADIOACTIVE OR
     HAZARDOUS   MATERIAL,   WASTE,   POLLUTANT   OR   CONTAMINANT   WHICH   HAS
     CHARACTERISTICS   WHICH  RENDER  THE  SUBSTANCE  DANGEROUS  OR  POTENTIALLY
     DANGEROUS TO THE PUBLIC HEALTH,  SAFETY,  WELFARE OR ENVIRONMENT.  THE TERM
     INCLUDES,   WITHOUT  LIMITATION,   ANY  SUBSTANCES  DEFINED  AS  "HAZARDOUS
     MATERIAL," "TOXIC SUBSTANCES,"

<PAGE>



"HAZARDOUS  WASTE"  OR  "HAZARDOUS   SUBSTANCE"  UNDER  ANY  ENVIRONMENTAL  LAW.
MORTGAGOR  REPRESENTS,  WARRANTS AND AGREES THAT, EXCEPT AS PREVIOUSLY DISCLOSED
AND ACKNOWLEDGED IN WRITING:

     A.   NO HAZARDOUS SUBSTANCE HAS BEEN, IS, OR WILL BE LOCATED,  TRANSPORTED,
          MANUFACTURED,  TREATED, REFINED, OR HANDLED BY ANY PERSON ON, UNDER OR
          ABOUT THE PROPERTY,  EXCEPT IN THE ORDINARY  COURSE OF BUSINESS AND IN
          STRICT COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAW.

     B.   MORTGAGOR  HAS NOT AND WILL NOT  CAUSE,  CONTRIBUTE  TO, OR PERMIT THE
          RELEASE OF ANY HAZARDOUS SUBSTANCE ON THE PROPERTY.

     C.   MORTGAGOR  WILL  IMMEDIATELY   NOTIFY  LENDER  IF  (1)  A  RELEASE  OR
          THREATENED  RELEASE OF HAZARDOUS  SUBSTANCE  OCCURS ON, UNDER OR ABOUT
          THE PROPERTY OR MIGRATES OR THREATENS TO MIGRATE FROM NEARBY PROPERTY;
          OR (2) THERE IS A VIOLATION OF ANY  ENVIRONMENTAL  LAW  CONCERNING THE
          PROPERTY. IN SUCH AN EVENT, MORTGAGOR WILL TAKE ALL NECESSARY REMEDIAL
          ACTION IN ACCORDANCE WITH ENVIRONMENTAL LAW.

     D.   MORTGAGOR  HAS NO  KNOWLEDGE  OF OR  REASON  TO  BELIEVE  THERE IS ANY
          PENDING OR THREATENED INVESTIGATION,  CLAIM, OR PROCEEDING OF ANY KIND
          RELATING TO (1) ANY HAZARDOUS SUBSTANCE LOCATED ON, UNDER OR ABOUT THE
          PROPERTY;  OR (2) ANY  VIOLATION  BY  MORTGAGOR  OR ANY  TENANT OF ANY
          ENVIRONMENTAL LAW. MORTGAGOR WILL IMMEDIATELY NOTIFY LENDER IN WRITING
          AS SOON AS MORTGAGOR  HAS REASON TO BELIEVE  THERE IS ANY SUCH PENDING
          OR THREATENED  INVESTIGATION,  CLAIM, OR PROCEEDING. IN SUCH AN EVENT,
          LENDER HAS THE RIGHT,  BUT NOT THE  OBLIGATION,  TO PARTICIPATE IN ANY
          SUCH PROCEEDING INCLUDING THE RIGHT TO RECEIVE COPIES OF ANY DOCUMENTS
          RELATING TO SUCH PROCEEDINGS.

     E.   MORTGAGOR  AND EVERY  TENANT HAVE BEEN,  ARE AND SHALL  REMAIN IN FULL
          COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAW.

     F.   THERE ARE NO UNDERGROUND  STORAGE  TANKS,  PRIVATE DUMPS OR OPEN WELLS
          LOCATED ON OR UNDER THE PROPERTY  AND NO SUCH TANK,  DUMP OR WELL WILL
          BE ADDED UNLESS LENDER FIRST CONSENTS IN WRITING.

     G.   MORTGAGOR WILL REGULARLY INSPECT THE PROPERTY,  MONITOR THE ACTIVITIES
          AND OPERATIONS ON THE PROPERTY, AND CONFIRM THAT ALL PERMITS, LICENSES
          OR APPROVALS REQUIRED BY ANY APPLICABLE ENVIRONMENTAL LAW ARE OBTAINED
          AND COMPLIED WITH.

     H.   MORTGAGOR  WILL  PERMIT,  OR CAUSE  ANY  TENANT TO  PERMIT,  LENDER OR
          LENDER'S  AGENT TO ENTER AND  INSPECT  THE  PROPERTY  AND  REVIEW  ALL
          RECORDS  AT ANY  REASONABLE  TIME  TO  DETERMINE  (1)  THE  EXISTENCE,
          LOCATION AND NATURE OF ANY HAZARDOUS  SUBSTANCE ON, UNDER OR ABOUT THE
          PROPERTY;  (2) THE  EXISTENCE,  LOCATION,  NATURE AND MAGNITUDE OF ANY
          HAZARDOUS  SUBSTANCE  THAT HAS BEEN  RELEASED  ON,  UNDER OR ABOUT THE
          PROPERTY;  OR (3)  WHETHER  OR NOT  MORTGAGOR  AND ANY  TENANT  ARE IN
          COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAW.

     I.   UPON  LENDER'S  REQUEST  AND  AT  ANY  TIME.   MORTGAGOR   AGREES,  AT
          MORTGAGOR'S EXPENSE, TO ENGAGE A QUALIFIED  ENVIRONMENTAL  ENGINEER TO
          PREPARE  AN  ENVIRONMENTAL  AUDIT OF THE  PROPERTY  AND TO SUBMIT  THE
          RESULTS  OF SUCH  AUDIT TO  LENDER.  THE  CHOICE OF THE  ENVIRONMENTAL
          ENGINEER WHO WILL PERFORM SUCH AUDIT IS SUBJECT TO LENDER'S APPROVAL.

     J.   LENDER  HAS THE  RIGHT,  BUT NOT THE  OBLIGATION,  TO  PERFORM  ANY OF
          MORTGAGOR'S OBLIGATIONS UNDER THIS SECTION AT MORTGAGOR'S EXPENSE.

     K.   AS A  CONSEQUENCE  OF ANY BREACH OF ANY  REPRESENTATION,  WARRANTY  OR
          PROMISE MADE IN THIS SECTION,  (1) MORTGAGOR  WILL  INDEMNIFY AND HOLD
          LENDER AND LENDER'S  SUCCESSORS  OR ASSIGNS  HARMLESS FROM AND AGAINST
          ALL LOSSES, CLAIMS, DEMANDS,  LIABILITIES,  DAMAGES, CLEANUP, RESPONSE
          AND  REMEDIATION  COSTS,  PENALTIES  AND EXPENSES,  INCLUDING  WITHOUT
          LIMITATION ALL COSTS OF LITIGATION AND ATTORNEYS'  FEES,  WHICH LENDER
          AND LENDER'S  SUCCESSORS  OR ASSIGNS MAY SUSTAIN;  AND (2) AT LENDER'S
          DISCRETION,  LENDER MAY RELEASE THIS MORTGAGE AND IN RETURN  MORTGAGOR
          WILL  PROVIDE  LENDER WITH  COLLATERAL  OF AT LEAST EQUAL VALUE TO THE
          PROPERTY SECURED BY THIS MORTGAGE WITHOUT PREJUDICE TO ANY OF LENDER'S
          RIGHTS UNDER THIS MORTGAGE.

     L.   NOTWITHSTANDING  ANY OF THE LANGUAGE CONTAINED IN THIS MORTGAGE TO THE
          CONTRARY,  THE TERMS OF THIS SECTION SHALL SURVIVE ANY  FORECLOSURE OR
          SATISFACTION  OF THIS  MORTGAGE  REGARDLESS OF ANY PASSAGE OF TITLE TO
          LENDER OR ANY DISPOSITION BY LENDER OF ANY OR AIL OF THE PROPERTY. ANY
          CLAIMS AND DEFENSES TO THE CONTRARY ARE HEREBY WAIVED.

20.  CONDEMNATION.  MORTGAGOR WILL GIVE LENDER PROMPT NOTICE OF ANY ACTION, REAL
     OR THREATENED, BY PRIVATE OR PUBLIC ENTITIES TO PURCHASE OR TAKE ANY OR ALL
     OF THE PROPERTY,  INCLUDING ANY EASEMENTS,  THROUGH  CONDEMNATION,  EMINENT
     DOMAIN,  OR ANY OTHER MEANS.  MORTGAGOR  FURTHER AGREES TO NOTIFY LENDER OF
     ANY  PROCEEDINGS  INSTITUTED  FOR THE  ESTABLISHMENT  OF ANY SEWER,  WATER,
     CONSERVATION,  DITCH,  DRAINAGE,  OR OTHER DISTRICT  RELATING TO OR BINDING
     UPON  THE  PROPERTY  OR ANY  PART OF IT.  MORTGAGOR  AUTHORIZES  LENDER  TO
     INTERVENE  IN  MORTGAGOR'S  NAME IN ANY OF THE ABOVE  DESCRIBED  ACTIONS OR
     CLAIMS AND TO COLLECT  AND RECEIVE  ALL SUMS  RESULTING  FROM THE ACTION OR
     CLAIM.  MORTGAGOR  ASSIGNS TO LENDER THE PROCEEDS OF ANY AWARD OR CLAIM FOR
     DAMAGES CONNECTED WITH A CONDEMNATION OR OTHER TAKING OF ALL OR ANY PART OF
     THE  PROPERTY.  SUCH  PROCEEDS  SHALL BE  CONSIDERED  PAYMENTS  AND WILL BE
     APPLIED AS  PROVIDED  IN THIS  MORTGAGE.  THIS  ASSIGNMENT  OF  PROCEEDS IS
     SUBJECT TO THE TERMS OF ANY PRIOR SECURITY AGREEMENT.


21.  INSURANCE. MORTGAGOR AGREES TO MAINTAIN INSURANCE AS FOLLOWS:

     A.   MORTGAGOR SHALL KEEP THE  IMPROVEMENTS NOW EXISTING OR HEREAFTER BUILT
          ON THE PROPERTY INSURED AGAINST LOSS BY FIRE,  HAZARDS INCLUDED WITHIN
          THE TERM "EXTENDED  COVERAGE" AND ANY OTHER HAZARDS,  INCLUDING FLOODS
          OR FLOODING, FOR WHICH LENDER REQUIRES INSURANCE. THIS INSURANCE SHALL
          BE MAINTAINED IN THE AMOUNTS AND FOR THE PERIODS THAT LENDER REQUIRES.
          WHAT LENDER  REQUIRES  PURSUANT TO THE  PRECEDING  TWO  SENTENCES  CAN
          CHANGE  DURING THE TERM OF THE SECURED  DEBT.  THE  INSURANCE  CARRIER
          PROVIDING  THE  INSURANCE  SHALL BE CHOSEN  BY  MORTGAGOR  SUBJECT  TO
          LENDER'S  APPROVAL,  WHICH  SHALL  NOT BE  UNREASONABLY  WITHHELD.  IF
          MORTGAGOR FAILS TO MAINTAIN THE COVERAGE DESCRIBED ABOVE.  LENDER MAY,
          AT LENDER'S OPTION,  OBTAIN COVERAGE TO PROTECT LENDER'S RIGHTS IN THE
          PROPERTY ACCORDING TO THE TERMS OF THIS MORTGAGE.

          ALL INSURANCE  POLICIES AND RENEWALS SHALL BE ACCEPTABLE TO LENDER AND
          SHALL  INCLUDE A STANDARD  "MORTGAGE  CLAUSE" AND,  WHERE  APPLICABLE,
          "LENDER  LOSS PAYEE  CLAUSE."  LENDER SHALL HAVE THE RIGHT TO HOLD THE
          POLICIES AND RENEWALS. IF



<PAGE>


          LENDER REQUIRES.  MORTGAGOR SHALL PROMPTLY GIVE TO LENDER AIL RECEIPTS
          OF PAID PREMIUMS AND RENEWAL NOTICES.  UPON LOSS, MORTGAGOR SHALL GIVE
          PROMPT  NOTICE TO THE  INSURANCE  CARRIER AND LENDER.  LENDER MAY MAKE
          PROOF OF LOSS IF NOT MADE PROMPTLY BY MORTGAGOR.


          UNLESS  LENDER AND  MORTGAGOR  OTHERWISE  AGREE IN WRITING,  INSURANCE
          PROCEEDS  SHALL BE APPLIED TO  RESTORATION  OR REPAIR OF THE  PROPERTY
          DAMAGED IF THE  RESTORATION  OR REPAIR IS  ECONOMICALLY  FEASIBLE  AND
          LENDER'S SECURITY IS NOT LESSENED. IF THE RESTORATION OR REPAIR IS NOT
          ECONOMICALLY  FEASIBLE OR LENDER'S  SECURITY  WOULD BE  LESSENED,  THE
          INSURANCE  PROCEEDS  SHALL BE APPLIED TO THE SECURED DEBT,  WHETHER OR
          NOT THEN DUE, WITH ANY EXCESS PAID TO MORTGAGOR. IF MORTGAGOR ABANDONS
          THE  PROPERTY,  OR DOES NOT ANSWER WITHIN 30 DAYS A NOTICE FROM LENDER
          THAT THE INSURANCE  CARRIER HAS OFFERED TO SETTLE A CLAIM, THEN LENDER
          MAY COLLECT THE  INSURANCE  PROCEEDS.  LENDER MAY USE THE  PROCEEDS TO
          REPAIR OR RESTORE THE  PROPERTY OR TO PAY THE SECURED  DEBT WHETHER OR
          NOT THEN DUE.  THE 30-DAY  PERIOD WILL BEGIN WHEN THE NOTICE IS GIVEN.


          UNLESS  LENDER  AND  MORTGAGOR   OTHERWISE   AGREE  IN  WRITING,   ANY
          APPLICATION OF PROCEEDS TO PRINCIPAL  SHALL NOT EXTEND OR POSTPONE THE
          DUE DATE OF SCHEDULED  PAYMENTS OR CHANGE THE AMOUNT OF THE  PAYMENTS.
          IF THE  PROPERTY  IS  ACQUIRED  BY  LENDER,  MORTGAGOR'S  RIGHT TO ANY
          INSURANCE  POLICIES AND PROCEEDS RESULTING FROM DAMAGE TO THE PROPERTY
          BEFORE  THE  ACQUISITION  SHALL  PASS TO LENDER  TO THE  EXTENT OF THE
          SECURED DEBT IMMEDIATELY BEFORE THE ACQUISITION.


     B.   MORTGAGOR AGREES TO MAINTAIN COMPREHENSIVE GENERAL LIABILITY INSURANCE
          NAMING  LENDER AS AN  ADDITIONAL  INSURED IN AN AMOUNT  ACCEPTABLE  TO
          LENDER,   INSURING   AGAINST  CLAIMS  ARISING  FROM  ANY  ACCIDENT  OR
          OCCURRENCE IN OR ON THE PROPERTY.

     C.   MORTGAGOR  AGREES TO MAINTAIN  RENTAL  LOSS OR  BUSINESS  INTERRUPTION
          INSURANCE,  AS  REQUIRED  BY  LENDER,  IN AN AMOUNT  EQUAL TO AT LEAST
          COVERAGE OF ONE YEAR'S  DEBT  SERVICE,  AND  REQUIRED  ESCROW  ACCOUNT
          DEPOSITS (IF AGREED TO SEPARATELY IN WRITING),  UNDER A FORM OF POLICY
          ACCEPTABLE TO LENDER.

22.  NO ESCROW FOR TAXES AND INSURANCE.  UNLESS OTHERWISE PROVIDED IN A SEPARATE
     AGREEMENT,  MORTGAGOR WILL NOT BE REQUIRED TO PAY TO LENDER FUNDS FOR TAXES
     AND INSURANCE IN ESCROW.

23.  FINANCIAL  REPORTS AND  ADDITIONAL  DOCUMENTS.  MORTGAGOR  WILL  PROVIDE TO
     LENDER UPON REQUEST, ANY FINANCIAL STATEMENT OR INFORMATION LENDER MAY DEEM
     NECESSARY. MORTGAGOR WARRANTS THAT ALL FINANCIAL STATEMENTS AND INFORMATION
     MORTGAGOR  PROVIDES  TO  LENDER  ARE OR  WILL  BE  ACCURATE,  CORRECT,  AND
     COMPLETE.  MORTGAGOR  AGREES  TO  SIGN,  DELIVER,  AND FILE AS  LENDER  MAY
     REASONABLY REQUEST ANY ADDITIONAL  DOCUMENTS OR CERTIFICATIONS  THAT LENDER
     MAY CONSIDER  NECESSARY  TO PERFECT,  CONTINUE,  AND  PRESERVE  MORTGAGOR'S
     OBLIGATIONS  UNDER THIS  MORTGAGE AND LENDER'S LIEN STATUS ON THE PROPERTY.
     IF  MORTGAGOR  FAIIS TO DO SO.  LENDER  MAY  SIGN,  DELIVER,  AND FILE SUCH
     DOCUMENTS  OR  CERTIFICATES  IN  MORTGAGOR'S   NAME  AND  MORTGAGOR  HEREBY
     IRREVOCABLY APPOINTS LENDER OR LENDER'S AGENT AS ATTORNEY IN FACT TO DO THE
     THINGS NECESSARY TO COMPLY WITH THIS SECTION.

24.  JOINT AND INDIVIDUAL LIABILITY;  CO-SIGNERS;  SUCCESSORS AND ASSIGNS SOUND.
     ALL DUTIES UNDER THIS MORTGAGE ARE JOINT AND INDIVIDUAL. IF MORTGAGOR SIGNS
     THIS  MORTGAGE  BUT DOES NOT SIGN THE EVIDENCE OF DEBT,  MORTGAGOR  DOES SO
     ONLY TO MORTGAGE  MORTGAGOR'S INTEREST IN THE PROPERTY TO SECURE PAYMENT OF
     THE SECURED DEBT AND MORTGAGOR  DOES NOT AGREE TO BE  PERSONALLY  LIABLE ON
     THE  SECURED  DEBT.  MORTGAGOR  AGREES  THAT  LENDER  AND ANY PARTY TO THIS
     MORTGAGE  MAY  EXTEND,  MODIFY  OR MAKE  ANY  CHANGE  IN THE  TERMS OF THIS
     MORTGAGE OR THE EVIDENCE OF DEBT WITHOUT MORTGAGOR'S CONSENT. SUCH A CHANGE
     WILL NOT RELEASE MORTGAGOR FROM THE TERMS OF THIS MORTGAGE.  THE DUTIES AND
     BENEFITS OF THIS MORTGAGE SHALL BIND AND BENEFIT THE SUCCESSORS AND ASSIGNS
     OF MORTGAGOR AND LENDER. IF THIS MORTGAGE SECURES A GUARANTY BETWEEN LENDER
     AND  MORTGAGOR  AND  DOES  NOT  DIRECTLY  SECURE  THE  OBLIGATION  WHICH IS
     GUARANTIED.  MORTGAGOR  AGREES TO WAIVE ANY RIGHTS THAT MAY PREVENT  LENDER
     FROM BRINGING ANY ACTION OR CLAIM AGAINST  MORTGAGOR OR ANY PARTY  INDEBTED
     UNDER THE  OBLIGATION  INCLUDING,  BUT NOT LIMITED TO,  ANTI-DEFICIENCY  OR
     ONE-ACTION LAWS.

25.  APPLICABLE LAW; SEVERABILITY;  INTERPRETATION. THIS MORTGAGE IS GOVERNED BY
     THE LAWS OF THE  JURISDICTION  IN WHICH  LENDER IS  LOCATED,  EXCEPT TO THE
     EXTENT  OTHERWISE  REQUIRED  BY THE  LAWS  OF THE  JURISDICTION  WHERE  THE
     PROPERTY IS LOCATED.  THIS MORTGAGE IS COMPLETE AND FULLY INTEGRATED.  THIS
     MORTGAGE MAY NOT BE AMENDED OR MODIFIED BY ORAL  AGREEMENT.  ANY SECTION OR
     CLAUSE IN THIS  MORTGAGE,  ATTACHMENTS,  OR ANY  AGREEMENT  RELATED  TO THE
     SECURED DEBT THAT  CONFLICTS  WITH  APPLICABLE  LAW WILL NOT BE  EFFECTIVE,
     UNLESS THAT LAW  EXPRESSLY OR IMPLIEDLY  PERMITS THE  VARIATIONS BY WRITTEN
     AGREEMENT.  IF ANY  SECTION OR CLAUSE OF THIS  MORTGAGE  CANNOT BE ENFORCED
     ACCORDING TO ITS TERMS, THAT SECTION OR CLAUSE WILL BE SEVERED AND WILL NOT
     AFFECT THE ENFORCEABILITY OF THE REMAINDER OF THIS MORTGAGE. WHENEVER USED,
     THE  SINGULAR  SHALL  INCLUDE THE PLURAL AND THE PLURAL THE  SINGULAR.  THE
     CAPTIONS AND HEADINGS OF THE SECTIONS OF THIS MORTGAGE ARE FOR  CONVENIENCE
     ONLY  AND ARE NOT TO BE USED TO  INTERPRET  OR  DEFINE  THE  TERMS  OF THIS
     MORTGAGE. TIME IS OF THE ESSENCE IN THIS MORTGAGE.

26.  NOTICE.  UNLESS OTHERWISE REQUIRED BY LAW, ANY NOTICE TO MORTGAGOR SHALL BE
     GIVEN BY DELIVERING IT OR BY MAILING IT BY FIRST CLASS MAIL TO  MORTGAGOR'S
     ADDRESS ON PAGE 1 OF THIS MORTGAGE,  OR TO ANY OTHER ADDRESS THAT MORTGAGOR
     HAS  DESIGNATED  IN  WRITING.  MORTGAGOR  WILL GIVE ANY NOTICE TO LENDER BY
     MAILING IT FIRST CLASS TO LENDER'S  ADDRESS ON PAGE 1 OF THIS MORTGAGE,  OR
     TO ANY OTHER  ADDRESS  THAT LENDER HAS  DESIGNATED  IN WRITING.  ANY NOTICE
     SHALL BE DEEMED TO HAVE BEEN GIVEN TO EITHER PARTY WHEN GIVEN IN THE MANNER
     STATED ABOVE.

27.  WAIVERS. TO THE EXTENT APPLICABLE,  MORTGAGOR WAIVES ALL RIGHTS RELATING TO
     APPRAISEMENT, SALE, REDEMPTION AND HOMESTEAD UNDER THE LAWS OF THE STATE OF
     ARKANSAS,  ESPECIALLY UNDER 18-49-106. TO THE EXTENT APPLICABLE,  MORTGAGOR
     RELINQUISHES ALL RIGHTS OF CURTESY AND DOWER IN THE PROPERTY.

28.  CONSTRUCTION LOAN. IF THIS SECURITY INSTRUMENT SECURED A CONSTRUCTION LOAN,
     MORTGAGOR  AGREES  THAT  LENDER  IS NOT  TRUSTEE  FOR  THE  BENEFIT  OF THE
     CONTRACTOR,   SUBCONTRACTOR   OR  MATERIALMEN  AND  THAT  SUCH  CONTRACTOR,
     SUBCONTRACTOR  OR  MATERIALMEN  DO NOT  HAVE  EQUITABLE  LIENS  ON THE LOAN
     PROCEEDS AND THAT THEY DO NOT HAVE THIRD-PARTY BENEFICIARY STATUS TO ANY OF
     THE LOAN PROCEEDS.  LENDER IS OBLIGATED TO MAKE THE CONSTRUCTION  ADVANCES.
     THE  CONSTRUCTION  ADVANCES SHALL BE APPLIED BY MORTGAGOR TO THE PAYMENT OF
     INTEREST,  FEES,  EXPENSES  AND LABOR AND  MATERIAL  COSTS  INCURRED IN THE
     CONSTRUCTION  OF THE  IMPROVEMENTS,  AND/OR  REMODELING  AND REPAIRS OF THE
     EXISTING IMPROVEMENTS, LOCATED ON THE PROPERTY. NOTICE IS HEREBY GIVEN THAT
     TO THE FULL EXTENT PERMITTED UNDER ARK. STAT. ANN. SS. 18-44-110,  THE LIEN
     OF THIS SECURITY  INSTRUMENT WIIL HAVE PRIORITY OVER ANY STATUTORY LIENS ON
     ACCOUNT OF LABOR AND MATERIALS SUPPLIED FOR CONSTRUCTION.

<PAGE>



29.  U.C.C. PROVISIONS.  IF CHECKED, THE FOLLOWING ARE APPLICABLE TO, BUT DO NOT
     LIMIT, THIS MORTGAGE:

CONSTRUCTION  LOAN.  THIS  MORTGAGE  SECURES  AN  OBLIGATION  INCURRED  FOR  THE
     CONSTRUCTION OF AN IMPROVEMENT ON THE PROPERTY.

FIXTURE FILING. MORTGAGOR GRANTS TO LENDER A SECURITY INTEREST IN ALL GOODS THAT
     MORTGAGOR  OWNS NOW OR IN THE FUTURE AND THAT ARE OR WILL  BECOME  FIXTURES
     RELATED TO THE PROPERTY.

CROPS; TIMBER; MINERALS; RENTS, issues and Profits. MORTGAGOR GRANTS TO LENDER A
     SECURITY  INTEREST  IN ALL  CROPS,  TIMBER,  AND  MINERALS  LOCATED  ON THE
     PROPERTY AS WELL AS ALL RENTS,  ISSUES, AND PROFITS OF THEM INCLUDING,  BUT
     NOT LIMITED TO, ALL CONSERVATION  RESERVE PROGRAM (CRP) AND PAYMENT IN KIND
     (PIK) PAYMENTS AND SIMILAR  GOVERNMENTAL  PROGRAMS (ALL OF WHICH SHALL ALSO
     BE INCLUDED IN THE TERM "PROPERTY").

PERSONAL  PROPERTY.  MORTGAGOR  GRANTS  TO  LENDER A  SECURITY  INTEREST  IN ALL
     PERSONAL PROPERTY LOCATED ON OR CONNECTED WITH THE PROPERTY.  THIS SECURITY
     INTEREST  INCLUDES  ALL  FARM  PRODUCTS,  INVENTORY,  EQUIPMENT,  ACCOUNTS,
     DOCUMENTS,  INSTRUMENTS,  CHATTEL PAPER, GENERAL INTANGIBLES, AND ALL OTHER
     ITEMS OF PERSONAL PROPERTY MORTGAGOR OWNS NOW OR IN THE FUTURE AND THAT ARE
     USED OR USEFUL IN THE CONSTRUCTION,  OWNERSHIP,  OPERATION,  MANAGEMENT, OR
     MAINTENANCE  OF THE PROPERTY.  THE TERM  "PERSONAL  PROPERTY"  SPECIFICALLY
     EXCLUDES THAT PROPERTY DESCRIBED AS "HOUSEHOLD GOODS" SECURED IN CONNECTION
     WITH A  "CONSUMER"  LOAN AS THOSE TERMS ARE DEFINED IN  APPLICABLE  FEDERAL
     REGULATIONS GOVERNING UNFAIR AND DECEPTIVE CREDIT PRACTICES.

30.  OTHER TERMS. IF CHECKED, THE FOLLOWING ARE APPLICABLE TO THIS MORTGAGE:

Line of Credit.  THE SECURED DEBT INCLUDES A REVOLVING LINE OF CREDIT PROVISION.
     ALTHOUGH THE SECURED DEBT MAY BE REDUCED TO A ZERO  BALANCE,  THIS MORTGAGE
     WILL REMAIN IN EFFECT UNTIL RELEASED.

Agricultural  PROPERTY.  MORTGAGOR COVENANTS AND WARRANTS THAT THE PROPERTY WILL
     BE USED PRINCIPALLY FOR AGRICULTURAL OR FARMING PURPOSES AND THAT MORTGAGOR
     IS AN INDIVIDUAL OR ENTITY ALLOWED TO OWN AGRICULTURAL LAND AS SPECIFIED BY
     LAW.

SEPARATE  Assignment.  THE  MORTGAGOR  HAS  EXECUTED OR WILL  EXECUTE A SEPARATE
     ASSIGNMENT  OF LEASES AND RENTS.  IF THE SEPARATE  ASSIGNMENT OF LEASES AND
     RENTS IS PROPERLY EXECUTED AND  RECORDED/THEN THE SEPARATE  ASSIGNMENT WILL
     SUPERSEDE  THIS  SECURITY  INSTRUMENT'S  "ASSIGNMENT  OF LEASES  AND RENTS"
     SECTION.

Additional Terms.

















SIGNATURES:  BY  SIGNING  BELOW,  MORTGAGOR  AGREES TO THE  TERMS AND  COVENANTS
     CONTAINED  IN THIS  MORTGAGE  AND IN ANY  ATTACHMENTS  THAT  MORTGAGOR  HAS
     SIGNED.  MORTGAGOR ALSO ACKNOWLEDGES  RECEIPT OF A COPY OF THIS MORTGAGE ON
     THE DATE STATED ABOVE ON PAGE 1.

G ACTUAL AUTHORITY WAS GRANTED TO THE PARTIES SIGNING BELOW BY RESOLUTION SIGNED
AND DATED ________________.



ENTITY NAME: CAPITOL DEVELOPMENT OF ARKANSAS, INC   NAME:






/s/ Michael G. Todd           04/20/2004           (DATE)
----------------------------------------
    MICHAEL G TODD PRESIDENT
(Signature

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




LJ  REFER  TO THE  ADDENDUM  WHICH  IS  ATTACHED  AND  INCORPORATED  HEREIN  FOR
ADDITIONAL MORTGAGORS, SIGNATURES AND ACKNOWLEDGMENTS.




<PAGE>




FORM 715
        (C)1993. 2001 BANKERS SYSTEMS. INC.. ST.
        CLOUD. MN  FORM AGCO-HESL-AR   1/2/2003


STATE OF  ARKANSAS,  COUNTY OF  PULASKI } SS

ON THIS  22ND DAY OF APRIL  2004 , BEFORE  ME , A  NOTARY,  PERSONALLY  APPEARED
MICHAEL G. TODD  (TITLE(S) OF  PRESIDENT

(NAME OF BUISNESS OR ENTITY)  CAPITOL  DEVELOPMENT  OF  ARKANSAS,  INC, AND THAT
THEY,  AS SUCH  OFFICERS,  BEING  AUTHORIZED  SO TO DO,  EXECUTING  THE FORGOING
INSTRUMENT  FOR THE  PURPOSES  THEREIN  CONTAINED,  BY  SIGNING  THE NAME OF THE
BUISNESS OR ENTITY AS SUCH OFFICERS.

     MY COMMISSION EXPIRES : 3-20-2013









<PAGE>
                                                                 2004033146
                                   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  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 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
said right 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 4.7837  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 NOL 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 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.





                                                                  April 21, 2004
                                                                  2004-4033
                                                                            I si