CAPITOL COMMUNITIES CORP
AGREEMENT DESSOLVING LIMITED LIABILITY COMPANY
<DOCUMENT>
<TYPE>EX-10.53
<SEQUENCE>3
<FILENAME>capitolex1053.txt
<DESCRIPTION>AGREEMENT DESSOLVING LIMITED LIABILITY COMPANY
<TEXT>
                 AGREEMENT DISSOLVING LIMITED LIABILITY COMPANY
                 ----------------------------------------------

         This Agreement  Dissolving Limited Liability Company (this "Agreement")
is made effective on January 24, 2003,  between Trade Partners,  Inc, a Michigan
corporation  ("TPI"),  and Capitol  Development  of Arkansas,  Inc., an Arkansas
corporation ("CDA").

                                    ARTICLE I
                                    RECITALS

         1.01.  Description of Company. CDA and TPI (collectively referred to as
the  Members)  have been and now are all of the Members of TradeArk  Properties,
LLC,  a  limited  liability  company  organized  under  the laws of the State of
Michigan  (the  "Company"),  whose  principal  office is located at Grand  Plaza
Place, Suite 570, 220 Lyons Court, N.W., Grand Rapids, Michigan 49503.

         1.02. Description of Certain Tracts of Land of the Company. The Company
is the fee simple  owner of the tracts of land  situated  in  Maumelle,  Pulaski
County,  Arkansas and more  particularly  described on "Schedule  1.02"  (herein
after  referred to as "Maumelle  Tracts").  The Maumelle  Tracts and other lands
were originally contributed to the Company,  subject to certain debt, by CDA for
its capital contribution to the Company.  The VSC's, as defined hereafter,  were
originally contributed to the Company by TPI for its capital contribution to the
Company.

         1.03. Organization of the Company. The Company was formed May 20, 1999,
pursuant to Articles of Organization dated and filed that date and no amendments
have been made to those  Articles  of  Organization.  The  Members  executed  an
Operating  Agreement  for  the  Company  dated  May  27,  1999  (the  "Operating
Agreement"),  which has not been  modified or amended  except as may be provided
herein. In the event of any conflict between the terms of this Agreement and the
Operating Agreement,  the terms of this Agreement shall prevail as the agreement
of the Members regarding the conflicting terms.

                                   ARTICLE II
                                   DISSOLUTION

         2.01.  Effective  Date.  The  Members  agree to dissolve  the  Company,
effective  at the close of business on January 23,  2003,  and shall  thereafter
promptly liquidate and wind up the affairs of the Company.

         2.02.  Articles of  Dissolution.  The Members  shall cause  articles of
dissolution  to be filed with the office of the  Secretary of State of the State
of Michigan.

         2.03.  Termination of Business.  Except for the purpose of carrying out
the winding up and  liquidation  of the business of the Company,  neither Member
shall transact any further business nor incur any further  obligations on behalf
of the Company after the date of this Agreement.


<PAGE>


                                   ARTICLE III
                                   LIQUIDATION

         3.01. Financial  Condition.  The Members agree that (i) as of September
30, 2002, the financial  statement marked "Exhibit 3.01",  affixed hereto and by
this reference made a part hereof, reflects a true and accurate statement of the
financial  condition  of the  Company at that time;  (ii) the  distributions  of
assets,  as provided in Section 3.03,  present a fair distribution of membership
interest,  which consist of 35.16% to CDA and 64.84% to TPI, for all purposes of
dissolution  of the Company;  (iii) the  liability  due TPI from the Company for
advances made by TPI to the Company are satisfied with this Agreement, as of the
effective date of this Agreement (the "TPI  Advances"),  and (iv) the Company is
obligated to Hardin & Grace,  P. A. for attorney's  fees incurred by the Company
regarding several attempted and concluded real estate transactions in the amount
of  $17,969.26  ("H&G  Fees").  The Members  agree that upon  Closing,  no other
monies,  except  those agreed to in this  Agreement,  are due and payable to any
member or to TPI.

         3.02.  Indemnification  and  Disclosure.  Except  as  disclosed  in the
financial  statements  of the  Company  attached  as Exhibit  3.01 or  otherwise
disclosed in this Agreement,  each of the Members represents and warrants to the
other  Member that such Member has not  previously  contracted  for or otherwise
incurred any  liability or conducted  any  unauthorized  activity or created any
obligation whatsoever that can or may be charged against the Company or made any
misrepresentation  or omission to a third  party  creating a liability  upon the
Company, nor has such Member received or discharged any of the credits,  moneys,
or effects of the Company. TPI expressly agrees to indemnify, exonerate and hold
CDA  harmless  from any breach of this  Section  3.02 or claim  against the life
insurance contracts,  and CDA expressly agrees to indemnify,  exonerate and hold
TPI harmless  from any breach of this Section 3.02 or claim against the Maumelle
Tracts.  CDA agrees to hold harmless the officers of TPI and managing members of
the Company for official acts performed for the Company.

         3.03. Liquidating Distributions.  Upon execution of this Agreement, the
Company shall make the following liquidating  distributions of Company assets to
the Members:

                  (A) To CDA shall be  distributed  all of the Maumelle  Tracts,
         and CDA shall assume at Closing,  all the debt in favor of New Era Life
         Insurance  Company in the principal amount of  $3,541,029.96  (the "New
         Era Debt"),  the  delinquent  interest  due to New Era in the amount of
         approximately  $271,000,  and the H&G fees, and all other  liabilities,
         including  but  not  limited  to  taxes,  insurance  and  environmental
         liabilities;  provided that TPI warrants and represents  that as of the
         Closing,  there is no  undisclosed  debt on the  Maumelle  Tract except
         those  disclosed in this Agreement.  Under this Agreement,  it shall be
         CDA's responsibility to provide the required documentation to transfer,
         assign and deed the  Maumelle  Tract from the Company to CDA. TPI shall
         also assign the sales contract for Tract D to CDA upon the execution of
         this Agreement.

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<PAGE>


                  (B) To TPI shall be  distributed  all rights of the Company in
         the life insurance contracts (the " VSC's"), if any, which are owned by
         the Company as of the date of this Agreement and TPI hereby agrees that
         all of the TPI Advances are deemed satisfied.  Under this Agreement, it
         shall be TPI's responsibility to provide the required  documentation to
         transfer, assign and quitclaim the VSC's from the Company to TPI.

                  (C) Each Member hereby agrees that such  distributions  in (A)
         and (B) of this Section 3.03 are in the ratio that the Member's capital
         account and income  account  combined bear to the combined  capital and
         income accounts of both Members, provided,  however, that CDA shall pay
         to TPI the sum of Five Hundred and Eighty Thousand  Dollars  ($580,000)
         (the  "Advance  Repayment").  This Advance  Repayment  shall be due and
         payable to TPI upon the closing on Tract D or the closing from the sale
         of any of the Maumelle Tracts,  whichever  occurs first;  provided this
         Advance Repayment is not assignable.  Notwithstanding,  if CDA does not
         receive a  Schedule  K1 in a timely  manner  for the tax years of 2002,
         2003,  and any  subsequent  year until the Company is dissolved and has
         filed its final tax report,  CDA shall withhold $10,000 in escrow until
         the prerequisite  Schedule K1(s) is submitted by TPI. If CDA incurs any
         liability for late filing fees and penalties due to TPI not  submitting
         such Schedules in a timely  manner,  CDA shall have the right to deduct
         such   fees   from   the   escrowed   amount.    The   Company   shall,
         contemporaneously  with the  execution of this  Agreement,  execute and
         deliver  to CDA a special  warranty  deed (the  "Deed")  conveying  fee
         simple and merchantable title in Maumelle Tracts to CDA, free and clear
         of all encumbrances arising from the Company except for the lien of the
         mortgage  securing  the New  Era  Mortgage  Debt.  The  Company  shall,
         contemporaneously  with the  execution of this  Agreement,  execute and
         deliver to TPI an  assignment  and  quitclaim  of any rights  which the
         Company may have in the VSC's,  without any  representation or warranty
         of any kind including  warranty of title.  Immediately upon recordation
         of the Deed with the Pulaski County  Arkansas  Clerk and Recorder,  CDA
         shall order a policy of title  insurance  insuring  fee simple title in
         and to the  Maumelle  Tracts in CDA for the fair market  value of same.
         Upon receipt by CDA of such title insurance  policy insuring fee simple
         title in CDA to the Maumelle Tracts,  subject to no debt other than the
         mortgage  securing  the New Era Mortgage  Debt,  then CDA shall pay the
         Advance  Repayment  subject to the sale of the Maumelle  Tract,  as set
         forth above.

         3.04. Settling Accounts.  On Closing,  the Members shall pay all of the
liabilities of the Company, except as specifically provided in Sections 3.02 and
3.03, in accordance with Sections 450.4801 et seq. of the Michigan Compiled Laws
Annotated,  though no assets or liabilities of the Company,  except as set forth
in Section 3.02 and 3.03 of this Agreement, are known to exist by either Member.
All  amounts   remaining  after  payment  of  the  above  liabilities  shall  be
distributed to the Members according to their sharing ratio set forth in Section
3.01(i) hereof,  subject to the provisions of Sections 3.02 and 3.02. Except for
a breach of this Agreement of either of the Members, each of the Members release
each other for any other claim or cause of action  arising from the ownership or
operation of the Company.


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<PAGE>


         3.05.  Appointment  of  Liquidating  Member.  TPI is  appointed  as the
liquidating  Member to carry out the terms and  conditions of this Agreement and
to execute and file all documents  necessary to dissolve the Company.  TPI shall
be responsible for any and all expenses incurred,  including attorney's fees, to
complete  such  dissolution  of the  Company  other than taxes which are due the
State of Michigan with regard to the same.

                                   ARTICLE IV
                             CONSTRUCTION PROVISIONS

         4.01.  Governing Law. This Agreement shall be governed by and construed
in accordance with laws of the State of Arkansas.  Further, the Company and each
Member  consents  to venue in, and the  exercise of  jurisdiction  by, the state
courts located in Pulaski County,  Arkansas,  and waives any  jurisdictional  or
venue rights the Company may otherwise have with regard to any action  regarding
this Agreement.

         4.02. Other Instruments.  The Members covenant and agree that they will
execute any other  instruments and documents that are or may become necessary or
convenient to carry out this Agreement.

         4.03.  Headings.  The  headings  used in this  Agreement  are  used for
administrative  purposes only and are not to be  considered  in  construing  the
terms of this Agreement.

         4.04.  Parties Bound.  This Agreement shall be binding on, and inure to
the   benefit  of,  the  Members   and  their   respective   heirs,   executors,
administrators, legal representatives, successors, and permitted assigns.

         4.05.  Strict  Construction.  This  Agreement  shall  not  be  strictly
construed against either Member.

         4.06.  Severability.  If any provision of this Agreement  shall for any
reason  be  held  invalid,  illegal,  or  unenforceable  in  any  respect,  that
invalidity, illegality, or unenforceability shall not affect any other provision
of this  Agreement,  and this  Agreement  shall be  construed as if the invalid,
illegal, or unenforceable provision had never been contained in this Agreement.

         4.07.  Counterparts.  This  Agreement  may be executed in any number of
identical  counterpart  copies, and each of the counterparts,  when at least one
counterpart has been executed by each party, shall for all purposes be deemed to
be an original.

         4.08. Prior Agreements Superseded.  This Agreement supersedes any prior
understandings or written or oral agreements  between the Members respecting the
subject matter of this Agreement, including the Company Agreement, to the extent
that the  understanding or agreement  conflicts with any provision  contained in
this Agreement.


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<PAGE>


         4.09. Survival of Representations  and Warranties.  The representations
and warranties set forth in this Agreement shall be continuous and shall survive
the taking of any accounting and the  dissolution  and winding up of the Company
as contemplated by this Agreement.

         The  undersigned  have  executed this  Agreement  effective on the date
first above mentioned.


                                      Capitol Development of Arkansas, Inc.


                                      By:  /s/ Ashley Bloom
                                           ---------------------------------
                                               Ashley Bloom, Vice President


                                      Trade Partners, Inc.

                                      By: /s/  Thomas Smith
                                          ----------------------------------
                                               Thomas Smith, President & CEO
















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<PAGE>


                                  SCHEDULE 1.02
                        DESCRIPTION OF "MAUMELLE TRACTS"

         TRACT 1:

         Tract  D-R and Tract  D-1,  being a Re-Plat  of Tract D  Maumelle  Town
         Center Addition to the City of Maumelle,  Pulaski County,  Arkansas, as
         shown on plat  recorded as Plat No.  G-12,  records of Pulaski  County,
         Arkansas

         TRACT 2A:

         Lands lying in a part of the  Southeast 1/4 of Section 20 and in a part
         of the  Northeast  1/4 of Section 29 and in a part of the Northwest 1/4
         of Section 28 all in Township 3 North,  Range 13 West,  Pulaski County,
         Arkansas and more particularly described as follows:

                  commencing  at the  Northeast  corner of the  Southeast 1/4 of
                  said  Section  20  (Arkansas  State  Plane  Coordinates  North
                  199,211.859,  East 1,877,675.875);  thence South 1569.86 feet;
                  thence West 297.58 feet to the point of beginning,  said point
                  of  beginning  being  on the  South  right of way line of Odom
                  Boulevard  and the West right of way line of  Woodland  Drive;
                  thence along the said West right of way line of Woodland Drive
                  South 03E - 45' - 34" East 38.74 feet; thence continuing along
                  the said  West  right of way line  South  07E - 25' - 38" East
                  159.60  feet;  thence  leaving the said west right of way line
                  South 76E - 48' - 04" West 148.03 feet; thence South 77E - 55'
                  - 02" West  130.60  feet;  thence  South  65E - 17' - 48" West
                  208.10  feet;  thence  South 45E - 44'- 39" West 222.00  feet;
                  thence  South 30E - 13' - 44" West 196.70  feet;  thence South
                  09E - 48' - 23" West 199.90 feet; thence South 03E - 29' - 20"
                  East 294.60 feet;  thence North 59E -09'-49" West 138.60 feet;
                  thence  South 73E - 24' - 08" West 188.90  feet;  Thence South
                  03E -10' - 42" West 199.30 feet;  thence South 46E - 20' - 34"
                  East  149.20  feet;  thence  South 58E - 03' - 51" East 209.30
                  feet;  thence South 16E - 57' - 21" East 237. 70 feet:  thence
                  South 03(0) - 45' - 14" East 244.50 feet; thence South 17(0) -
                  40' - 36" East 118.60 feet;  thence South 27E - 52' - 27" East
                  117.60  feet;  thence  South 05E - 44' - 56" West 139.70 feet;
                  thence  South 50E - 11' - 47" East 249.90  feet;  thence North
                  87E - 02' - 12" East 232.30 feet; thence South 74E - 40' - 08"
                  East  257.20  feet;  thence  South 80E - 56' -51" East  254.20
                  feet;  thence South 84E - 54' - 44" East 248.00  feet;  thence
                  North 88E - 42' - 02" East 265.10 feet;  thence North 77 - 50'
                  - 46"  East  431.28  feet to the  West  right  of way  line of


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<PAGE>

                  Woodland  Drive;  thence along the said West right of way line
                  along the following bearings and distances:

                           along an 11.6219(0) curve to the right 177.95 feet to
                           a  point  to  which  there  is a  chord  bearing  and
                           distance of South 10E - 13' - 56" West  176.99  feet;
                           thence  South  19(0)  - 45' - 16"  West  67.84  feet;
                           thence  along a  21.8687(0)  curve to the left 244.93
                           feet to a point to which there is a chord bearing and
                           distance of South 07(0) - 01' - 42" East 236.10 feet;
                           thence South 33E - 48' - 35" East 31.88 feet;

                  thence  leaving  the said west right of way line South 09(0) -
                  40' - 59" West  36.27  feet to the North  right of way line of
                  Edgewood Drive;  thence along the said North right of way line
                  along a  7.0288(0)curve  to the left 186.98 feet to a point to
                  which there is a chord bearing and distance of South 45E - 43'
                  - 34" West 186.58 feet; thence leaving the said North right of
                  way line North 70E - 49' - 40" West 353.98 feet;  thence South
                  06(0) - 51' - 39" West 248.36 feet;  thence along a 10.8870(0)
                  curve to the left  14.00  feet to a point to which  there is a
                  chord bearing and distance of South 43E - 1l' - 14" West 14.00
                  feet;  thence  South 09E - 38' - 05" West 76.13  feet;  thence
                  South 12E - 40' - 13" West  128.22;  thence  North 61E - 20' -
                  34" West 220.00 feet; thence North 88E - 48' - 07" west 144.03
                  feet;  thence North 67E - 31' - 14" West 139.53  feet;  thence
                  South 24E - 49' - 11" West 111.80 feet; thence North 81E - 52'
                  - 46"  West  147.62  feet to the  East  right  of way  line of
                  Millwood Circle;  thence along the said East right of way line
                  on the following bearings and distances;

                           North  81(0) - 52' - 46" West 147.62 feet to the East
                           right of way line of Millwood  Circle;  thence  along
                           the said  East  right  of way  line on the  following
                           bearings and distances:

                                North 68(0) - 56' - 33" West 241.00 feet;
                                thence North 68E - 45' - 40" West 185.61
                                feet; thence along a 5.7104(0) curve to the
                                left 794.35 feet to a point to which there
                                is a chord bearing and distance of South
                                88E - 33' - 31" West 773.77 feet to the
                                East right of way line of Naylor Drive;



                                       7

<PAGE>


                           thence  continuing  along the said East  right of way
                           line of Naylor  Drive on the  following  bearings and
                           distances:

                                North 70(0) - 07' - 39" West 35.54 feet;
                                thence North 25E - 25' -ll" West 58.77
                                feet; thence along a 5.4816(0) curve to the
                                left 406.61 feet to a point to which there
                                is a chord bearing and distance of North
                                36(0) - 33' - 51" West 404.05 feet; thence
                                North 47(0) - 42' - 3l" West 642.29 feet;
                                thence along a 6.4508E curve to the right
                                472.22 feet to a point to which there is a
                                chord bearing and distance of North 32(0)-
                                28' - 40" West 466.68 feet; thence North
                                17E - 14' - 48" West 251.54 feet; thence
                                along a 5.3544(0) curve to the left 383.83
                                feet to a point to which there is a chord
                                bearing and distance of North 27E - 3l' -
                                22" West 381.78 feet;

                  thence leaving the said East right of way line North 05E - 12'
                  - 00" East 57.67  feet to the South  right of way line of Odom
                  Boulevard;  thence  along the said South  right of way line on
                  the following bearings and distances:

                           along a 4.5559(0)  curve to the left 317.64 feet to a
                           point to which these is a chord  bearing and distance
                           of North  40E - 55' - 33" East  316.80  feet;  thence
                           North 33E - 41' - 24" East 950.00 feet;  thence along
                           a 7.6386E  curve to the right  449.06 feet to a point
                           to which  these is a chord  bearing  and  distance of
                           North 50E - 50' - 26" East 442.38 feet;  thence North
                           67(0) - 59' - 30" East 396.69  feet;  thence  along a
                           5.8490E  curve to the right 372.36 feet to a point to
                           which here is a chord  bearing and  distance of North
                           78E - 52' - 52" East 370.13 feet;  thence North 89(0)
                           - 46' - 15" East 546.46 feet;

                  thence  leaving  the said South right of Way line South 43E -
                  15' - 22" East 38.83 feet to the point of beginning.


                                       8

<PAGE>


         TRACT 2B:

         LANDS  LYING IN A  FRACTIONAL  PART OF THE EAST ONE HALF OF SECTION 29,
         TOWNSHIP 3 NORTH,  RANGE 13 WEST,  CITY OF  MAUMELLE,  PULASKI  COUNTY,
         ARKANSAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

         Commencing at the Southeast  Corner of said Section 29 having  Arkansas
         State  Plain  Coordinates  of North  191,207.530,  East  1,887,569.419;
         thence  North 731. 17 feet;  thence West  1368.79  feet to the point of
         beginning,  said point of beginning being on the East right of way line
         of Millwood Circle; thence along the said East right of way North 09E -
         43' - 47" West.  249.96 feet:  thence South 80E - 30' - 00' West, 80.00
         feet to a point on the  West  right  of way  line of  Millwood  Circle;
         thence  along the West right of way line along the  following  bearings
         and distances:

                  along a 4.1826E curve to the left a distance of 385.93 feet to
                  a point to which  there is a chord  bearing  and  distance  of
                  North 17E - 25' - 08" West,  384.65  feet;  thence North 25E -
                  38' - 53" West.  441.69 feet;  thence along a 5.7104E curve to
                  the right a distance of 2397.15 feet to a point to which there
                  is a chord bearing and distance of North 42E - 47' - 43" East,
                  1866.36 feet;  thence South 68E - 45' - 40" East, 185.61 feet;
                  thence leaving the said West right of way line South 22E - 51'
                  - 46"  West,  80.03  feet to a point on the East  right of way
                  line of  Millwood  Circle,  said  point also being on the West
                  boundary line of Leisurewood Addition to the City of Maumelle;

         thence  leaving the said East right of way line and along the said West
         boundary line along the following bearings and distances:

                  South 25E- 45' - 19" West.  258.94 feet; thence South 14E -43'
                  - 09'" West,  244.01 feet;  thence South 19E - 42' - 42" East,
                  198.64 feet;  thence South 62E - 07' - 18" East,  156.12 feet;
                  thence South 36E - 54' - 30" East,  355.00 feet;  thence South
                  55E - 19' - 17" West, 105.43 feet; thence South 05E -22' - 21"
                  East,  160.20 feet;  thence South 13E - 45' - 11" East, 147.22
                  feet;  thence South 25E - 24' - 28" East,  154.99 feet; thence
                  South 66E - 50' - 18" East  89.52 feet to a point on the North
                  boundary line of Edgepark Addition to the City of Maumelle;

         thence  leaving the said West  Boundary line and  continuing  along the
         said North boundary line along the following bearing and distances:


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<PAGE>


                  South 47E - 14' - 20" West, 77.54 feet; thence South 47E - 28'
                  - 21" West,  503.00  feet;  thence  South53E - 43' - 27" West,
                  193.15 feet;  thence South 64E - 40' - 12" West,  140.85 feet;
                  thence  South 80E - 09' - 18" West 636.92 feet to the point of
                  beginning, containing 71.600 acres more or less.


         LESS AND EXCEPT THE FOLLOWING PART OF SAID TRACT 2B:

         LANDS  LYING IN A  FRACTIONAL  PART OF THE EAST ONE HALF OF SECTION 29,
         TOWNSHIP 3 NORTH,  RANGE 13 WEST,  CITY OF  MAUMELLE,  PULASKI  COUNTY,
         ARKANSAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

         Commencing at the Southeast  Corner of said Section 29, having Arkansas
         State Plain Coordinates of North 191,207.530,  and East  1,887,569.419'
         thence North 90E 00' 00" West, 941.14 feet to a point;  thence North 0E
         00' 00" West, 1882.07 feet to the Point of Beginning;  thence North 19E
         08' 53" West, a distance of 65.00 feet;  thence North 11E 50' 26" West,
         a distance of 59.98 feet;  thence South 81E 39' 58" West, a distance of
         58.23 feet;  thence  South 81E 39' 58" West,  a distance of 79.77 feet;
         thence North 17E 48' 36" West,  a distance of 26.89 feet;  thence North
         05E 19' 06" East,  a distance of 37.52 feet;  thence  North 05E 19' 06"
         East,  a  distance  of 67.43  feet;  thence  South 77E 40' 44" West,  a
         distance of 96.34 feet;  thence  North 86E 50' 02" West,  a distance of
         142.73 feet;  thence South 56E 49' 17" West, a distance of 180.56 feet;
         thence South 33E 10' 19" East,  a distance of 49.98 feet;  thence South
         54E 38' 05" West, a distance of 134.35  feet;  thence South 42E 18' 55"
         East,  a  distance  of 89.52  feet;  thence  North 47E 47' 53" East,  a
         distance of 125.70  feet;  thence South 60E 13' 31" East, a distance of
         170.09 feet;  thence South 70E 06' 59" East, a distance of 166.35 feet;
         thence South 89E 35' 03" East,  a distance of 58.92 feet;  thence South
         89E 35' 03" East,  a distance of 42.65 feet;  thence  North 25E 33' 26"
         West,  a  distance  of 83.61  feet;  thence  North 67E 03' 06" East,  a
         distance  of 125.63  feet to the Point of  Beginning,  Containing  2.97
         ACRES, more or less.

         LESS AND EXCEPT THE FOLLOWING PART TRACT 2B:

         LANDS  LYING IN A  FRACTIONAL  PART OF THE EAST ONE HALF OF SECTION 29,
         TOWNSHIP 3 NORTH,  RANGE 13 WEST,  CITY OF  MAUMELLE,  PULASKI  COUNTY,
         ARKANSAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

         Commencing at the Southeast  Corner of said Section 29 having  Arkansas
         State Plain Coordinates of North 191,207.530. and East 1, 887, 569.419;
         thence North 90E 00' 00" West, 1716.27 feet to a point; thence North 0E
         00' 00" West, 1748.72 feet to the Point of Beginning,  said point being


                                       10

<PAGE>

         on the East Right of Way Line of  Millwood  Circle:  thence  along said
         Right of Way Line  South 25E 38' 53" East,  a distance  of 68.07  feet;
         thence North 45E 19' 26" East, a distance of 158.04 feet;  thence North
         42E 08' 52" West,  a distance of 52.17 feet;  thence  South 50E 22' 50"
         West, a distance of 138.69 feet to the Point of  Beginning,  Containing
         0.20 ACRES, more or less.

         TRACT 3:

         Lands lying in the  Northwest  Quarter of Section 32, and the Southwest
         Quarter  of  Section  29,  Township  3 North,  Range  13 West,  City of
         Maumelle,  Pulaski County,  Arkansas,  more  particularly  described as
         follows:

         Commencing  at the  Northwest  Corner of said  Section  32 which is the
         Southwest  Corner of said Section 29;  thence along the common  Section
         line South 88 degrees 32 minutes 49 seconds  East,  590.03  feet to the
         point of beginning; thence North 26 degrees 57 minutes 31 seconds East,
         173.49 feet; thence South 84 degrees 08 minutes 09 seconds East, 412.97
         feet thence South 60 degree 20 minutes 33 seconds East,  482.14 feet to
         a point on the West right of way line of Odom  Boulevard;  thence along
         said  West  right of way line of Odom  Boulevard  South 11  degrees  59
         minutes 40 seconds West, 596.29 feet; thence continuing along said West
         right of way line South 12 degrees 28 minutes 36 seconds  West,  193.85
         feet;  Thence  leaving  said West  right of way line of Odom  Boulevard
         North 79 degrees 09 minutes 38 seconds West,  774.03 feet; thence North
         21 degrees 05 minutes 41 seconds  West,  437.97  feet;  thence North 26
         degrees  57  minutes  31  seconds  East,  386.48  feet to the  point of
         beginning.














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