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                                                                   Exhibit 10.17

                                 1997 EDITION

                            AIA DOCUMENT Alll-1997

                          Standard Form of Agreement
                         Between Owner and Contractor
                      where the basis for payment is the
                          COST OF THE WORK PLUS A FEE
                  with a negotiated Guaranteed Maximum Price

AGREEMENT made as of the 23rd day of November
in the year Nineteen Hundred Ninety-Nine
(In words, indicate day, month and year)

BETWEEN the Owner:

Bank of the Ozarks
P. O. Box 8811
Little Rock, AR 72231

and the Contractor:

East-Harding, Inc.
P.O. Box 251556
Little Rock, AR 72225-1556

The Project is:

Bank of the Ozarks
Hwy 62/412
Yellville, AR 72687

The Architect is:

A.M.R. Architects, Inc.
201 East Markham, Ste.150
Little Rock, AR 72201

The Owner and Contractor agree as follows.

ARTICLE I  THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications, Addenda
issued prior to execution of this Agreement, other documents listed in this
Agreement and Modifications issued after execution of this Agreement; these form
the Contract, and are as fully a part of the Contract as if attached to this
Agreement or repeated herein.  The Contract represents the entire and integrated
agreement between the parties hereto and supersedes prior negotiations,
representations or agreements, either written or oral.  An enumeration of the
Contract Documents, other than Modifications, appears in Article 15.  If
anything in the other Contract Documents is inconsistent with this Agreement,
this Agreement shall govern.
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ARTICLE 2  THE WORK OF THIS CONTRACT

The Contractor shall fully execute the Work described in the Contract Documents,
except to the extent specifically indicated in the Contract Documents to be the
responsibility of others.

1.  Telephone, Computer Data & Security Wiring & Cabling N.I.C.;
2.  Exterior Signage, N.I.C.;
3.  Bank Equipment N.I.C.;
4.  Bank Vault, N.I.C.

ARTICLE 3  RELATIONSHIP OF THE PARTIES

The Contractor accepts the relationship of trust and confidence established by
this Agreement and covenants with the Owner to cooperate with the Architect and
exercise the Contractor's skill and judgment in furthering the interests of the
Owner; to furnish efficient business administration and supervision; to furnish
at all times an adequate supply of workers and materials; and to perform the
Work in an expeditious and economical manner consistent with the Owner's
interests.  The Owner agrees to furnish and approve, in a timely manner,
information required by the Contractor and to make payments to the Contractor in
accordance with the requirements of the Contract Documents.

ARTICLE 4  DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4.1  The date of commencement of the Work shall be the date of this Agreement
unless a different date is stated below or provision is made for the date to be
fixed in a notice to proceed issued by the Owner.

(Insert the date of commencement, if it differs from the date of this Agreement
or, if applicable, state that the date will be fixed in a notice to proceed.)

1.  Only Site Excavation work was allowed to commence as of November 19, 1999.
2.  The remaining contract work was allowed to commence an December 3, 1999.

If, prior to commencement of the Work, the Owner requires time to file
mortgages, mechanic's liens and other security interests, the Owner's time
requirement shall be as follows:

4.2  The Contract Time shall be measured from the date of commencement.

4.3  The Contractor shall achieve Substantial Completion of the entire Work not
later than _______ days from the date of commencement, or as follows:

(Insert number of calendar days. Alternatively, a calendar date may be used when
coordinated with the date of commencement. Unless stated elsewhere in the
Contract Documents, insert any requirements for earlier Substantial Completion
of certain portions of the Work.)

April 21, 2000

, subject to adjustments of this Contract Time as provided in the Contract
Documents.
(Insert provisions, if any, for liquidated damages relating to failure to
complete on time, or for bonus payments for early completion of the Work.)
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ARTICLE 5  BASIS FOR PAYMENT


5.1  CONTRACT SUM

5.1.1  The Owner shall pay the Contractor the Contract Sum in current funds for
the Contractor's performance of the Contract.  The Contract Sum is the Cost of
the Work as defined in Article 7 plus the Contractor's Fee.

5.1.2  The Contractor's Fee is: 5% of the final actual cost.

(State a lump sum, percentage of Coal of the Work or other provision for
determining the Contractors Fee, and describe the method of adjustment of the
Contractors Fee for changes in the Work.)

5.2  GUARANTEED MAXIMUM PRICE

5.2.1  The sum of the Cost of the Work and the Contractor's Fee is guaranteed by
the Contractor not to exceed Five Hundred Seventeen Thousand Fourteen Dollars
($517,014 ), subject to additions and deductions by Change Order as provided in
the Contract Documents. Such maximum sum is referred to in the Contract
Documents as the Guaranteed Maximum Price. Costs which would cause the
Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without
reimbursement by the Owner.

(Insert specific provisions if the Contractor is to participate in any savings.)

5.2.2  The Guaranteed Maximum Price is based on the following alternates, if
any, which are described in the Contract Documents and are hereby accepted by
the Owner:

(State the numbers or other identification of accepted alternates. If decisions
on other alternates are to be made by the Owner subsequent to the execution of
this Agreement, attach a schedule of such other alternates showing the amount
for each and the date when the amount

1.  Change Metal Soffit to Alcoa Aluminum Soffit.
2.  Change Alcoa Aluminum Soffit at Front Porch to V-Groove Maple.
3.  Delete Horizontal Mullion at Exterior Windows.
4.  Omit Drywall, VCT, VinylBase; add Plywood On Walls in Rm.108.
5.  Change Lobby Ceiling Ht. to 11"-2" above floor.
6.  Add Electrical Power for one Ext. sign on North Elevation
7.  Add Marble Threshhold at Men's and Women's Toilets.

5.2.3  Unit prices, if any, are as follows:

5.2.4  Allowances, if any, are as follows: (Identify and state the amounts of
any allowances, and state whether they include labor, materials, or both.)

(1)  Landscape and Irrigation Allowance $ 16,000
(2)  Carpet, $20/sy for the purchase of Carpet Material.

5.2.5  Assumptions, if any, on which the Guaranteed Maximum Price is based are
as follows:

5.2.6  To the extent that the Drawings and Specifications are anticipated to
require further development by the Architect, the Contractor has provided in the
Guaranteed Maximum Price for such further development consistent with the
Contract Documents and reasonably inferable therefrom. Such further development
does not include such things as changes in scope, systems, kinds and quality of
materials, finishes or equipment, all of which, if required, shall be
incorporated by Change Order.

ARTICLE 6 CHANGES IN THE WORK
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6.1  Adjustments to the Guaranteed Maximum Price on account of changes in the
Work may be determined by any of the methods listed in Subparagraph 7.3.3 of AIA
Document A201-1997

6.2  In calculating adjustments to subcontracts (except those awarded with the
Owner's prior consent on the basis of cost plus a fee), the terms "cost" and
"fee" as used in Clause 7.3.3.3 Of AIA Document A201-1997 and the terms "costs"
and "a reasonable allowance for overhead and profit" as used in Subparagraph
7.3.6 of AIA Document A201-1997 shall have the meanings assigned to them in AIA
Document A201-1997 and shall not be modified by Articles 5, 7 and 8 of this
Agreement.  Adjustments to subcontracts awarded with the Owner's prior consent
on the basis of cost plus a fee shall be calculated in accordance with the terms
of those subcontracts.

6.3  In calculating adjustments to the Guaranteed Maximum Price, the terms
"cost" and "costs" as used in the above-referenced provisions of AIA Document
A201-1997 shall mean the Cost of the Work as defined in Article 7 of this
Agreement and the terms "fee" and "a reasonable allowance for overhead and
profit" shall mean the Contractor's Fee as defined in Subparagraph 5.1.2 of this
Agreement.

6.4  If no specific provision is made in Paragraph 5.1 for adjustment of the
Contractor's Fee in the case of changes in the Work, or if the extent of such
changes is such, in the aggregate, that application of the adjustment provisions
of Paragraph 5.1 will cause substantial inequity to the Owner or Contractor, the
Contractor's Fee shall be equitably adjusted on the basis of the Fee established
for the original Work, and the Guaranteed Maximum Price shall be adjusted
accordingly.

ARTICLE 7  COSTS TO BE REIMBURSED

7.1  COST OF THE WORK

The term Cost of the Work shall mean costs necessarily incurred by the
Contractor in the proper performance of the Work.  Such costs shall be at rates
not higher than the standard paid at the place of the Project except with prior
consent of the Owner.  The Cost of the Work shall include only the items set
forth in this Article 7.

7.2  LABOR COSTS

7.2.1  Wages of construction workers directly employed by the Contractor to
perform the construction of the Work at the site or, with the Owner's approval,
at off-site workshops.

7.2.2  Wages or salaries of the Contractor's supervisory and administrative
personnel when stationed at the site with the Owner's approval.

(If it is intended that the wages or salaries of certain personnel stationed at
the Contractors principal or other offices shall be included in the Cost of the
Work, identify in Article 14 the personnel to be included and whether for all or
only part of their time, and the rates at which their time will be charged to
the Work.)

7.2.3  Wages and salaries of the Contractor's supervisory or administrative
personnel engaged, at factories, workshops or on the road, in expediting the
production or transportation of materials or equipment required for the Work,
but only for that portion of their time required for the Work.

7.2.4  Costs paid or incurred by the Contractor for taxes, insurance,
contributions, assessments and benefits required by law or collective bargaining
agreements and, for personnel not covered by such agreements, customary benefits
such as sick leave, medical and health benefits, holidays, vacations and
pensions, provided such costs are based on wages and salaries included in the
Cost of the Work under Subparagraphs 7.2.1 through 7.2.3.

7.3  SUBCONTRACT COSTS
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7.3.1  Payments made by the Contractor to Subcontractors in accordance with the
requirements of the subcontracts.

7.4  COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION

7.4.1  Costs, including transportation and storage, of materials and equipment
incorporated or to be incorporated in the completed construction.

7.4.2  Costs of materials described  in the preceding Subparagraph 7.4.1 in
excess of those actually installed to allow for reasonable waste and spoilage.
Unused excess materials, if any, shall become the Owner's property at the
completion of the Work or, at the Owner's option, shall be sold by the
Contractor.  Any amounts realized from such sales shall be credited to the Owner
as a deduction from the Cost of the Work.

7.5  COSTS OF OTHER MATERIALS AND EQUIPMENT TEMPORARY FACILITIES AND RELATED
ITEMS

7.5.1  Costs, including transportation and storage, installation, maintenance,
dismantling and removal of materials, supplies, temporary facilities, machinery,
equipment, and hand tools not customarily owned by construction workers, that
are provided by the Contractor at the site and fully consumed in the performance
of the Work; and cost (less salvage value) of such items if not fully consumed,
whether sold to others or retained by the Contractor.  Cost for items previously
used by the Contractor shall mean fair market value.

7.5.2  Rental charges for temporary facilities, machinery, equipment, and hand
tools not customarily owned by construction workers that are provided by the
Contractor at the site, whether rented from the Contractor or others, and costs
of transportation, installation, minor repairs and replacements, dismantling and
removal thereof.  Rates and quantities of equipment rented shall be subject to
the Owner's prior approval.

7.5.3  Costs of removal of debris from the site.

7.5.4  Costs of document reproductions, facsimile transmissions and long-
distance telephone calls, postage and parcel delivery charges, telephone service
at the site and reasonable petty cash expenses of the site office.

7.5.5  That portion of the reasonable expenses of the Contractor's personnel
incurred while traveling in discharge of duties connected with the Work.

7.5.6  Costs of materials and equipment suitably stored off the site at a
mutually acceptable location, if approved in advance by the Owner.

7.6  MISCELLANEOUS COSTS

7.6.1  That portion of insurance and bond premiums that can be directly
attributable to this Contract.

7.6.2  Sales, use or similar taxes imposed by a governmental authority that are
related to the Work.

7.6.3  Fees and assessments for the building permit and for other permits,
licenses and inspections for which the Contractor is required by the Contract
Documents to pay.

7.6.4  Fees of laboratories for tests required by the Contract Documents, except
those related to defective or nonconforming Work for which reimbursement is
excluded by Subparagraph 13.5.3 of AIA Document
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A201-1997 or other provisions of the Contract Documents, and which do not fall
within the scope of Subparagraph 7.7.3.

7.6.5  Royalties and license fees paid for the use of a particular design,
process or product required by the Contract Documents; the costs of defending
suits or claims for infringement of patent rights arising from such requirement
of the Contract Documents and payments made in accordance with legal judgments
against the Contractor resulting from such suits or claims and payments of
settlements made with the Owner's consent.  However, such costs of legal
defenses, judgments and settlements shall not be included in the calculation of
the Contractor's fee or subject to the Guaranteed Maximum Price.  If such
royalties, fees and costs are excluded by the last sentence of Subparagraph
3.17.1 of AIA Document A201-1997 or other provisions of the Contract Documents,
then they shall not be included in the Cost of the Work.

7.6.6  Data processing costs related to the Work.

7.6.7  Deposits lost for causes other than the Contractor's negligence or
failure to fulfill a specific responsibility to the Owner as set forth in the
Contract Documents.

7.6.8  Legal, mediation and arbitration costs, including attorneys' fees, other
than those arising from disputes between the Owner and Contractor, reasonably
incurred by the Contractor in the performance of the Work and with the Owner's
prior written approval; which approval shall not be unreasonably withheld.

7.6.9  Expenses incurred in accordance with the Contractor's standard personnel
policy for relocation and temporary living allowances of personnel required for
the Work, if approved by the Owner.

7.7  OTHER COSTS AND EMERGENCIES

7.7.1  Other costs incurred in the performance of the Work if and to the extent
approved in advance in writing by the Owner.

7.7.2  Costs due to emergencies incurred in taking action to prevent threatened
damage, injury or loss in case of an emergency affecting the safety of persons
and property, as provided in Paragraph 10.6 of AIA Document A201-1997.

7.7.3  Costs of repairing or correcting damaged or nonconforming Work executed
by the Contractor, Subcontractors or suppliers, provided that such damaged or
nonconforming Work was not caused by negligence or failure to fulfill a specific
responsibility of the Contractor and only to the extent that the cost of repair
or correction is not recoverable by the Contractor from insurance, sureties,
Subcontractors or suppliers.

ARTICLE 8  COSTS NOT TO BE REIMBURSED

8.1  The Cost of the Work shall not include:

8.1.1  Salaries and other compensation of the Contractor's personnel stationed
at the Contractor's principal office or offices other than the site office,
except as specifically provided in Subparagraphs 7.2.2 and 7.2.3 or as may be
provided in Article 14.

8.1.2  Expenses of the Contractor's principal office and offices other than the
site office.

8.1.3  Overhead and general expenses, except as may be expressly included in
Article 7.

8.1.4  The Contractor's capital expenses, including interest on the Contractor's
capital employed for the Work.
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8.1.5  Rental costs of machinery and equipment, except as specifically provided
in Subparagraph 7.5.2.

8.1.6  Except as provided in Subparagraph 7.7.3 of this Agreement, costs due to
the negligence or failure to fulfill a specific responsibility of the
Contractor, Subcontractors and suppliers; or anyone directly or indirectly
employed by any of them or for whose acts any of them may be liable.

8.1.7  Any cost not specifically and expressly described in Article 7.

8.1.8  Costs, other than costs included in Change Orders approved by the Owner,
that would cause the Guaranteed Maximum Price to be exceeded.

ARTICLE 9  DISCOUNTS, REBATES AND REFUNDS

9.1  Cash discounts obtained on payments made by the Contractor shall accrue to
the Owner if (1) before making the payment, the Contractor included them in an
Application for Payment and received payment therefor from the Owner, or (2) the
Owner has deposited funds with the Contractor with which to make payments;
otherwise, cash discounts shall accrue to the Contractor.  Trade discounts,
rebates, refunds and amounts received from sales of surplus materials and
equipment shall accrue to the Owner, and the Contractor shall make provisions so
that they can be secured.

9.2  Amounts that accrue to the Owner in accordance with the provisions of
Paragraph 9.1 shall be credited to the Owner as a deduction from the Cost of the
Work.

ARTICLE 10  SUBCONTRACTS AND OTHER AGREEMENTS

10.1  Those portions of the Work that the Contractor does not customarily
perform with the Contractor's own personnel shall be performed under
subcontracts or by other appropriate agreements with the Contractor.  The Owner
may designate specific persons or entities from whom the Contractor shall obtain
bids.  The Contractor shall obtain bids from Subcontractors and from suppliers
of materials or equipment fabricated especially for the Work and shall deliver
such bids to the Architect.  The Owner shall then determine, with the advice of
the Contractor and the Architect, which bids will be accepted.  The Contractor
shall not be required to contract with anyone to whom the Contractor has
reasonable objection.

10.2  If a specific bidder among those whose bids are delivered by the
Contractor to the Architect (1) is recommended to the Owner by the Contractor;
(2) is qualified to perform that portion of the Work; and (3) has submitted a
bid that conforms to the requirements of the Contract Documents without
reservations or exceptions, but the Owner requires that another bid be accepted,
then the Contractor may require that a Change Order be issued to adjust the
Guaranteed Maximum Price by the difference between the bid of the person or
entity recommended to the Owner by the Contractor and the amount of the
subcontract or other agreement actually signed with the person or entity
designated by the Owner.

10.3  Subcontracts or other agreements shall conform to the applicable payment
provisions of this Agreement, and shall not be awarded on the basis of cost plus
a fee without the prior consent of the Owner.

ARTICLE 11  ACCOUNTING RECORDS

The Contractor shall keep full and detailed accounts and exercise such controls
as may be necessary for proper financial management under this Contract, and the
accounting and control systems shall be satisfactory to the Owner.  The Owner
and the Owner's accountants shall be afforded access to, and shall be permitted
to audit and copy the Contractor's records, books, correspondence, instructions,
drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other
data relating to this Contract, and
<PAGE>

the Contractor shall preserve these for a period of three years after final
payment, or for such longer period as may be required by law.

ARTICLE 12  PAYMENTS

12.1  PROGRESS PAYMENTS

12.1.1  Based upon Applications for Payment submitted to the Architect by the
Contractor and Certificates for Payment issued by the Architect, the Owner shall
make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.

12.1.2  The period covered by each Application for Payment shall be one calendar
month ending on the last day of the month, or as follows:

12.1.3  Provided that an Application for Payment is received by the Architect
not later than the Last day of a month, the Owner shall make payment to the
Contractor not later than the (10th) Tenth day of the Following month.  If an
Application for Payment is received by the Architect after the application date
fixed above, payment shall be made by the Owner not later than Ten days after
the Architect receives the Application for Payment.

12.1.4  With each Application for Payment, the Contractor shall submit payrolls,
petty cash accounts, receipted invoices or invoices with check vouchers
attached, and any other evidence required by the Owner or Architect to
demonstrate that cash disbursements already made by the Contractor on account of
the Cost of the Work equal or exceed (1) progress payments already received by
the Contractor; less (2) that portion of those payments attributable to the
Contractor's Fee; plus (3) payrolls for the period covered by the present
Application for Payment.

12.1.5  Each Application for Payment shall be based on the most recent schedule
of values submitted by the Contractor in accordance with the Contract Documents.
The schedule of values shall allocate the entire Guaranteed Maximum Price among
the various portions of the Work, except that the Contractor's Fee shall be
shown as a single separate item.  The schedule of values shall be prepared in
such form and supported by such data to substantiate its accuracy as the
Architect may require.  This schedule, unless objected to by the Architect,
shall be used as a basis for reviewing the Contractor's Applications for
Payment.

12.1.6  Applications for Payment shall show the percentage of completion of each
portion of the Work as of the end of the period covered by the Application for
Payment.  The percentage of completion shall be the lesser of (1) the percentage
of that portion of the Work which has actually been completed; or (2) the
percentage obtained by dividing (a) the expense that has actually been incurred
by the Contractor on account of that portion of the Work for which the
Contractor has made or intends to make actual payment prior to the next
Application for Payment by (b) the share of the Guaranteed Maximum Price
allocated to that portion of the Work in the schedule of values.

12.1.7  Subject to other provisions of the Contract Documents, the amount of
each progress payment shall be computed as follows:

   .1  take that portion of the Guaranteed Maximum Price properly allocable to
   completed Work as determined by multiplying the percentage of completion of
   each portion of the Work by the share of the Guaranteed Maximum Price
   allocated to that portion of the Work in the schedule of values.  Pending
   final determination of cost to the Owner of changes in the Work, amounts not
   in dispute shall be included as provided in Subparagraph 7.3.8 of AIA
   Document A202-1997;

   .2  add that portion of the Guaranteed Maximum Price properly allocable to
   materials and equipment delivered and suitably stored at the site for
   subsequent incorporation in the Work, or if approved in advance by the Owner,
   suitably stored off the site at a location agreed upon in writing;
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   .3  add the Contractor's Fee, less retainage of Ten percent ( 10 %).  The
   Contractor's Fee shall be computed upon the Cost of the Work described in the
   two preceding Clauses at the rate stated in Subparagraph 5.1.2 or, if the
   Contractor's Fee is stated as a fixed sum in that Subparagraph, shall be an
   amount that bears the same ratio to that fixed-sum fee as the Cost of the
   Work in the two preceding Clauses bears to a reasonable estimate of the
   probable Cost of the Work upon its completion;

   .4  Subtract the aggregate of previous payments made by the Owner;

   .5  Subtract the shortfall, if any, indicated by the Contractor in the
   documentation required by Paragraph 12.1.4 to substantiate prior Applications
   for Payment, or resulting from errors subsequently discovered by the Owner's
   accountants in such documentation; and

   .6  Subtract amounts, if any, for which the Architect has withheld or
   nullified a Certificate for Payment as provided in Paragraph 9.5 of AIA
   Document A201-1997.

12.1.8  Except with the Owner's prior approval, payments to Subcontractors shall
be subject to retainage of not less than Ten percent (10 %).  The Owner and the
Contractor shall agree upon a mutually acceptable procedure for review and
approval of payments and retention for Subcontractors.

12.1.9  In taking action on the Contractor's Applications for Payment, the
Architect shall be entitled to rely on the accuracy and completeness of the
information furnished by the Contractor and shall not be deemed to represent
that the Architect has made a detailed examination, audit or arithmetic
verification of the documentation submitted in accordance with Subparagraph 12-
1.4 or other supporting data; that the Architect has made exhaustive or
continuous on-site inspections or that the Architect has made examinations to
ascertain how or for what purposes the Contractor has used amounts previously
paid on account of the Contract.  Such examinations, audits and verifications,
if required by the Owner, will be performed by the Owner's accountants acting in
the sole interest of the Owner.

12.2  FINAL PAYMENT

12.2.1  Final payment, constituting the entire unpaid balance of the Contract
Sum, shall be made by the Owner to the Contractor when:

   .1  the Contractor has fully performed the Contract except for the
   Contractor's responsibility to correct Work as provided in Subparagraph
   12.2.2 of AIA Document A202-1997; and to satisfy other requirements, if any,
   which extend beyond final payment; and

   .2  a final Certificate for Payment has been issued by the Architect.

12.2.2  The Owner's final payment to the Contractor shall be made no later than
30 days after the issuance of the Architect's final Certificate for Payment, or
as follows:

12.2.3  The Owner's accountants will review and report in writing on the
Contractor's final accounting within 30 days after delivery of the final
accounting to the Architect by the Contractor.  Based upon such Cost of the Work
as the Owner's accountants report to be substantiated by the Contractor's final
accounting, and provided the other conditions of Subparagraph 12.2.1 have been
met, the Architect will, within seven days after receipt of the written report
of the Owner's accountants, either issue to the Owner a final Certificate for
Payment with a copy to the Contractor, or notify the Contractor and Owner in
writing of the Architect's reasons for withholding a certificate as provided in
Subparagraph 9.5.1 of the AIA Document A201-1997.  The time periods stated in
this Subparagraph 12-2.3 supersede those stated in Subparagraph 9.4.1 of the AIA
Document A201-1997.

12.2.4  If the Owner's accountants report the Cost of the Work as substantiated
by the Contractor's final accounting to be less than claimed by the Contractor,
the Contractor shall be entitled to demand arbitration of the disputed amount
without a further decision of the Architect.  Such demand for arbitration shall
be made by the Contractor within 30 days after the Contractor's receipt of a
copy of the Architect's final Certificate for Payment; failure to demand
arbitration within this 30-day period shall result in the
<PAGE>

substantiated amount reported by the Owner's accountants becoming binding on the
Contractor. Pending a final resolution by arbitration, the Owner shall pay the
Contractor the amount certified in the Architect's final Certificate for
Payment.

12.2.5  If, subsequent to final payment and at the Owner's request, the
Contractor incurs costs described in Article 7 and not excluded by Article 8 to
correct defective or nonconforming Work, the Owner shall reimburse the
Contractor such costs and the Contractor's Fee applicable thereto on the same
basis as if such costs had been incurred prior to final payment, but not in
excess of the Guaranteed Maximum Price.  If the Contractor has participated in
savings as provided in Paragraph 5.2, the amount of such savings shall be
recalculated and appropriate credit given to the Owner in determining the net
amount to be paid by the Owner to the Contractor.

ARTICLE 13 TERMINATION OR SUSPENSION

13.1  The Contract may be terminated by the Contractor, or by the Owner for
convenience, as provided in Article 14 of AIA Document A201-1997.  However, the
amount to be paid to the Contractor under Subparagraph 14.1.3 of AIA Document
A201-1997. shall not exceed the amount the Contractor would be entitled to
receive under Paragraph 13.2 below, except that the Contractor's Fee shall be
calculated as if the Work had been fully completed by the Contractor, including
a reasonable estimate of the Cost of the Work for Work not actually completed.

13.2  The Contract may be terminated by the Owner for cause as provided in
Article 14 of AIA Document A201-1997. The amount, if any, to be paid to the
Contractor under Subparagraph 14.2.4 of AIA Document A201-1997. shall not cause
the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount
calculated as follows:

13.2.1  Take the Cost of the Work incurred by the Contractor to the date of
termination;

13.2.2  Add the Contractor's Fee computed upon the Cost of the Work to the date
of termination at the rate stated in Subparagraph 5.1.2 or, if the Contractor's
Fee is stated as a fixed sum in that Subparagraph, an amount that bears the same
ratio to that fixed-sum Fee as the Cost of the Work at the time of termination
bears to a reasonable estimate of the probable Cost of the Work upon its
completion; and

13.2.3  Subtract the aggregate of previous payments made by the Owner.

13.3  The Owner shall also pay the Contractor fair compensation, either by
purchase or rental at the election of the Owner, for any equipment owned by the
Contractor that the Owner elects to retain and that is not otherwise included in
the Cost of the Work under Subparagraph 13.2.1.  To the extent that the Owner
elects to take legal assignment of subcontracts and purchase orders (including
rental agreements), the Contractor shall, as a condition of receiving the
payments referred to in this Article 13, execute and deliver all such papers and
take all such steps, including the legal assignment of such subcontracts and
other contractual rights of the Contractor, as the Owner may require for the
purpose of fully vesting in the Owner the rights and benefits of the Contractor
under such subcontracts or purchase orders.

13.4  The Work may be suspended by the Owner as provided in Article 14 of AIA
Document A201-1997. in such case, the Guaranteed Maximum Price and Contract Time
shall be increased as provided in Subparagraph 14.3.2 of AIA Document A201-1997
except that the term "profit" shall be understood to mean the Contractor's Fee
as described in Subparagraphs 5.1.2 and Paragraph 6.4 Of this Agreement.

ARTICLE 14 MISCELLANEOUS PROVISIONS
<PAGE>

14.1  Where reference is made in this Agreement to a provision AIA Document
A201-1997. or another Contract Document, the reference refers to that provision
as amended or supplemented by other provisions of the. Contract Documents.

14.2  Payments due and unpaid under the Contract shall bear interest from the
date payment is due at the rate stated below, or in the absence thereof, at the
legal rate prevailing from time to time at the place where the Project is
located.

(Insert rate of interest agreed upon, if any.)

(Usury laws and requirements under the Federal Truth in Lending Act, similar
state and local consumer credit laws and other regulations at the Owners and
Contractors principal places of business, the location of the Project and
elsewhere may affect the validity of this provision.  Legal advice should be
obtained with respect to deletions or modifications, and also regarding
requirements such as written disclosures or waivers.)

14.3  The Owner's representative is: Mr. Melvin Edwards
                         Bank of the Ozarks
                         P.O. Box 8811
                         Little Rock, AR

14.4  The Contractor's representative is: Mr. Greg Fluger
                            East-Harding, Inc.
                            2230 Cottondale Lane
                            Little Rock, AR

14.5  Neither the Owner's nor the Contractor's representative shall be changed
without ten days' written notice to the other party.

14.6  Other provisions:

(1) No additional retainage will be held after the contract work is fifty
percent (50%) complete.  Retainage will then became 5% of the Guaranteed Maximum
Price.

ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS

15.1  The Contract Documents, except for Modifications issued after execution of
this Agreement, are enumerated as follows:

15.1.1  The Agreement is this executed 1997 edition of the Standard Form of
Agreement Between Owner and Contractor, AIA Document A111-1997.

15.1.2  The General Conditions are the 1997 edition of the General Conditions of
the Contract for Construction, AIA Document A201-1997.

15.1.3  The Supplementary and other Conditions of the Contract are those
contained in the Project Manual dated October 18, 1999 and are as follows:

Document                       Title                        Pages
Project Manual               Yellville Branch        Page 1 through 16910-2
                             Bank of the Ozarks
<PAGE>

15.1.4  The Specifications are those contained in the Project Manual dated as in
Subparagraph 15.1.3, and are as follows: (Either list the Specifications here or
refer to an exhibit attached to this Agreement.)

Section                        Title                        Pages

See Exhibit I A

5.1.5  The Drawings are as follows, and are dated different date is shown below:
(Either list the Drawings here or refer to an exhibit attached to this Agreement
unless a different date is shown below:

Number                         Title                        Date

See Exhibit "B"

15.1.6  The Addenda, if any, are as follows:

Number                         Date                         Pages

Portions of Addenda relating to bidding requirements are not part of the
Contract Documents unless the bidding requirements are also enumerated in this
Article 15.

15.1.7  Other Documents, if any, forming part of the Contract Documents are as
follows:

(List here any additional documents, such as a list of alternates that are
intended to form part of the Contract Documents.  AIA Document A201-1997
provides that bidding requirements such as advertisement or invitation to bid,
Instructions to Bidders, sample forms and the Contractors bid are not part of
the Contract Documents unless enumerated in this Agreement.  They should be
listed here only if intended to be part of the Contract Documents.)
<PAGE>

                                  EXHIBIT "A"
                      BANK OF THE OZARKS-YELLVILLE BRANCH

TABLE OF CONTENTS
GENERAL CONDITIONS (AIA DOCUMENT A 20 1)
SUPPLEMENTARY GENERAL CONDITIONS

DIVISON I - GENERAL REQUIREMENTS
 01010-Summary of Work
 01030-Alternates
 01300-Submittals and Substitutions
 01500-Construction Facilities and Temporary Controls

DIVISON 2-SITEWORK
 02060-Building Demolition
 02100-Site Preparation
 02200-Earthwork
 02280-Soil Treatment
 02510-Asphaltic Concrete Paving
 02520-Portland Cement Concrete Paving
 02811-Landscape Irrigation Systems
 02936-Sodding
 02950-Trees, Shrubs and Groundcover

DIVISON 3-CONCRETE
 03300-Cast-In-Place Concrete

DIVISON 4-MASONRY
 04200-Unit Masonry

DIVISON 5-METALS
 05120-Structural Steel
 05500-Metal Fabrications and Miscellaneous Work

DIVISON 6-WOOD AND PLASTICS
 06100-Carpentry
 06400-Architectural Woodwork

DIVISON 7-THERMAL AND MOISTURE PROTECTION
 07210-Building Insulation
 07311-Asphalt Shingles
 07412-Metal Roofing
 07600-Sheet Metal Work
 07900-Joint Sealants

DIVISON 8-DOORS AND WINDOWS
 0811 0-Metal Doors and Frames
 08120-Aluminum Doors and Frame
 08200-Wood Doors
 08700-Hardware
 08800-Glazing

DIVISON 9-FINISHES
<PAGE>

 09250-Gypsum. Wallboard
 09300-Tile
 09510-Aoustical Ceilings
 09650-Resilient Flooring
 09680-Carpeting
 09900-Painting

DIVISON 10-SPECLALTIES
 10520-Fire Extinguishers and Cabinets
 10800-Toilet Accessories
 10990-Miscellaneous Specialties

DIVISON 11-EQUIPMENT AND FURNISHINGS
           None in this project

DIVISON 12-FURNISHNGS AND SEATING None
           in this Project

DIVISON l3-SPECIAL CONSTRUCTION
           None in this project

DIVISON 15-MECHANICAL

DIVISON 16-ELECTRICAL

<PAGE>

                                  EXHIBIT-"B"
NUMBERS                  TITLE                                        DATE

                         Index                                        10/18/99
L1                       Landscape Plan                               10/19/99
C1                       Site Survey                                  10/14/99
C2                       Site Dimension Plan                          10/19/99
C3                       Existing Contour Plan                        10/19/99
C4                       Site Grading Plan                            10/19/99
C5                       Drainage Plan                                10/19/99
A1.0                     Floor Plan                                   10/18/99
A1.1                     Roof Plan                                    10/03/99
A2.0                     Elevations                                   10/03/99
A2.1                     Elevations                                   10/18/99
A3.1                     Building Sections                            10/18/99
A3.2                     Wall Sections                                10/18/99
A4.0                     Window Details & Schedules                   10/18/99
A5.0                     Millwork Elevations & Sections               10/18/99
A7.0                     Reflected Ceiling Plan                       10/18/99
S1.0                     Foundation Plan                              10/15/99
S2.0                     Foundation Details                           10/15/99
S2.1                     Column Base Plate Details                    10/15/99
S3.0                     Roof Framing Plan & Details                  10/15/99
S4.0                     Framing Details                              10/15/99
S4.1                     Truss Bottom Chord Bracing Plan              10/15/99
S5.0                     Framing Notes & Details                      10/15/99
M1.0                     Utility Site Plan                            10/15/99
M2.0                     Plumbing Floor Plan                          10/15/99
M3.0                     Plumbing Details                             10/15/99
M4.0                     Mechanical Floor Plan                        10/15/99
M5.0                     Mechanical Details                           10/15/99
E0.1                     Electrical Site Plan                         10/12/99
E1.0                     Electrical Lighting Plan                     10/12/99
E2.0                     Electrical Power & Systems Plan              10/12/99
<PAGE>

EAST-HARDING                                          EAST-HARDING, INC.
                                                      GENERAL CONTRACTORS

                                                      P. O. Box 251556
                                                      Little Rock, AR 72225-1556

                                                      501/661-1646
                                                 FAX  501/661-9546

                              Bank of the Ozarks
                                 Yellville, AR
                                December 1 1999
                              Schedule of Values

                                   (Revised)

General Condition                 $ 54,304.00
Sitework                          $ 75,314.00
Building Concrete                 $ 26,253.00
Masonry                           $ 34,000.00
Structural Steel                  $ 18,745.00
Rough Carpentry                   $ 44,494.00
Millwork                          $ 26,147.00
Thermal & Roofing                 $ 33,013.00
Doors, Frames, Hardware & Window  $ 30,784.00
Finishes                          $ 47,714.00
Specialties                       $  2,878.00
MEP                               $ 82,748.00
Landscape & Irrigation-Allowance    16,000.00
                                  -----------
               Subtotal           $492,394.00
               Fee @ 5%           $ 24,620.00
                                  -----------
               Total              $517,014.00

<PAGE>

                              Bank of the Ozarks
                                Yellville, AR.
                               November 15, 1999

                              Schedule of Values

General Condition                    $ 54,304.00
Sitework                             $ 75,314.00
Building Concrete                    $ 26,253.00
Masonry                              $ 34,000.00
Structural Steel                     $ 18,745.00
Rough Carpentry                      $ 44,494.00
Millwork                             $ 24,295.00
Thermal & Roofing                    $ 30,853.00
Doors, Frames, Hardware & Windows    $ 31,364.00
Finishes                             $ 56,213.00
Specialties                          $  2,878.00
MEP                                  $ 82,570.00
Landscape & Irrigation-Allowance     $ 16,000.00
                                     -----------
          Subtotal                   $497,283.00
          Fee @ 5%                   $ 24,864.00
                                     -----------
          Total                      $522,147.00



Alternate No. I

Omit linear metal soffit and use Alcoa metal soffit over wood furring
strips.                        Deduct $      5,400.00
<PAGE>

EAST-HARDING

November 22, 1999

Frank Barksdale
AMR Architects, Inc.
201 East Markham Ste. 150
Little Rock, AR 72201

Re: Bank of the Ozarks, Yellville, Arkansas

Frank,

     As requested, we are providing costs differences per the itemized list we
received from you last Friday.

(1.)  To delete the aluminum soffit at the front entrance canopy and add V-
groove maple soffit with a clear sealer.
     -Omit aluminum soffit                       Deduct <$440.00>
     -Add V-groove maple soffit                        $1,852.00
                                                       ---------
                                                       $1,412.00
     East-Harding Fee @5%                              $   71.00
                                                       ---------
                                       Add             $1,483.00

(2.)  To delete the horizontal window mullions at the exterior window frames.
                                                 Deduct <$580.00>
(3.)  To delete all finishes in Electrical No. 108, and add sealed concrete and
solid plywood walls.
     --Omit drywall                                      <$95.00>
     -Omit floor covering and base                      <$150.00>
     -Omit paint                                        <$140.00>
     -Add floor sealer and plywood                     $  180.00
                                                       ---------
                                        Deduct         $ <205.00>

(4.)  To change Lobby No. 100 ceiling height from 12'2" to 11'2"
                                        Deduct          <$360.00>

(5.)  To provide paver for one sign at north elevation.
                                        Add              $178.00

(6.) To add marble transition at mens and womens toilets.
                                        Add              $ 60.00

(7.) To change AL 2 frame designation on floor plan to read AL 1.
                                                  No Cost Change


Sincerely,

Greg Fluger
<PAGE>

ARTICLE 16
INSURANCE AND BONDS

(List required limits of liability for insurance and bonds.  AIA Document A201-
1997 gives other specific requirements for insurance and bonds.)

This Agreement is entered into as of the day and year first written above and is
executed in at least three original copies, of which one is to be delivered to
the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.



/s/ Melvin L. Edwards                        /s/ Thomas Harding
-----------------------------------------    ---------------------------
OWNER (Signature)                            CONTRACTOR (Signature)



Melvin L. Edwards, VP
-----------------------------------------    ---------------------------
(Printed name and title)                     (Printed Name and Title)



CAUTION:  You should sign an original AIA document or a licensed reproduction.
Originals contain the AIA logo printed in red; licensed reproductions are those
produced in accordance with the Instructions to this document.