NOTE MODIFICATION AGREEMENT
THIS NOTE MODIFICATION AGREEMENT (this "Agreement") is made and entered
into as of the 31st day of December, 2003 (the "Effective Date") by and between
Ronald E. Roark ("Roark") and Crown NorthCorp, Inc. ("Crown").
A. Crown is obligated under a certain promissory note to Royal
Investments Corp. ("Royal"), a true and correct copy of which is attached hereto
and made a part hereof as Exhibit "A" (the "Crown Note").
B. Royal and Crown have agreed that Royal will merge with and into
Crown (the "Merger"). In conjunction with the Merger, Royal has distributed the
Crown Note to Roark as a dividend such that Roark is now the holder in due
course of the Crown Note.
C. Also in conjunction with the Merger, Roark and Crown now want to
modify the Crown Note to conform to the terms and conditions specified by
Crown's Board of Directors in its approval of the Merger.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
STATEMENT OF AGREEMENT
1. Unpaid Balance. As of the Effective Date, the unpaid principal
balance of the Crown Note is $500,000, plus accrued and unpaid interest thereon
in the amount of $10,495.
2. Term. The Crown Note is due and payable on or before December 31,
3. Interest Rate; Payment. From and after the Effective Date, interest
shall accrue on the unpaid principal balance of the Crown Note at a variable
rate equal to the One-Year London Interbank Offered Rate ("1-Year LIBOR") in
effect at the close of business on the last business day of each month. Crown
shall pay interest on the Crown Note quarterly, provided however that these
payments will not exceed Crown's net income, if any, as set forth in Crown's
quarterly and annual reports filed with the U.S. Securities and Exchange
4. Full Force and Effect. The Crown Note, as modified by this
Agreement, is and remains in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands as of the date
first written above.
/s/ Ronald E. Roark
RONALD E. ROARK
CROWN NORTHCORP, INC.
By: /s/ Stephen W. Brown
Name: Stephen W. Brown