GUARANTEE

Form RD 4279-14

FORM APPROVED

(05-07)

OMB No. 0570-0017

Agency Loan #

42-041-260532635

Agency Loan Name

B&I Guarantee Loan

Borrower

RHA Stroud, LLC

3555 NW 58th Street, Suite 700

Oklahoma City, OK 73112

Guarantor

See page 5.

Guarantor Tax ID#

See page 5.

Lender

Valliance Bank

Date

Note Amount

3,662,000.00

1.

GUARANTEE

Guarantor unconditionally guarantees payment to Lender of 100% of all amounts owing under the Note including any costs. Due under the Note when Lender makes written demand upon Guarantor. Lender is not required to seek payment from any other source before demanding payment from Guarantor.

2.

NOTE

The "Note" is the promissory note dated                      , 2008 in the principal amount of $3,662,000 Dollars, from Borrower to Lender. It includes all notes, including notes issued under the multi-note system, and any assumptions, renewal, substitution, or replacement of the notes.

According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a valid OMB control number. The valid OMB control number for this information collection is 0570-0017. The time required to complete this information collection is estimated to average 30 minutes per response including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.

3.

DEFINITIONS

"Collateral" means any property taken as security for payment of the Note or any guarantee of the Note.

"Guarantor" also includes single and multiple Guarantors who sign this Guarantee.

"Loan" means the loan evidenced by the Note.

"Loan Documents" means the documents related to the Loan signed by Borrower, Guarantor, or any other guarantor, or anyone who pledges Collateral.

"Agency" means Rural Business Cooperative Service an Agency of the United States Department of Agriculture, Rural Development.

4.

LENDER’S GENERAL POWERS

With prior written consent from the Agency, Lender may take any of the following actions at any time, without notice to the Guarantor, without Guarantor’s consent and without making demand upon Guarantor.

A.

Modify the terms of the Note or any other Loan Document except to increase the amounts due under the Note;

B.

Refrain from taking any action on the Note, the collateral, or any guarantee;

C.

Compromise or settle with the Borrower or any guarantor of the Note;

D.

Release any Borrower or any guarantor of the Note;

E.

Substitute or release any of the Collateral, whether or not Lender receives anything in return;

F.

Foreclose upon or otherwise obtain, and dispose of, any Collateral at public or private sale, with or without advertisement;

G.

Bid or buy at any sale of Collateral by Lender or any other lien holder, at any price Lender chooses; and

H.

Exercise any rights it has, including those in the Note and other Loan Documents.

These actions will not release or reduce the obligations of Guarantor or create any rights or claims against Lender.

5.

FEDERAL LAW

When the Agency is the holder, the Note and this Guarantee will be construed and enforced under Federal law, including Agency regulations. Lender or Agency may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, the Agency does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Guarantee, Guarantor may not claim or assert any local or state law against the Agency to deny any obligation, defeat any claim of the Agency, or preempt federal law.

6.

RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES

To the extent permitted by law,

A.

Guarantor waives all rights to:

1)

Require presentment, protest, or demand upon Borrower;

2