CONSENT AND AMENDMENT TO SUBORDINATION AGREEMENT AND RELEASE

CONSENT AND AMENDMENT

TO

SUBORDINATION AGREEMENT AND RELEASE

This Amendment to Subordination Agreement and Release (the “Amendment”) is made as of the 11^th day of October, 2007 (“Effective Date”), by and among William M. Beard and Lu Beard, as Trustees of The William M. Beard and Lu Beard 1988 Charitable Unitrust (“Unitrust”), Boatright Family, L.L.C. (“Boatright”), and McElmo Dome Nominee, LLC, a limited liability company (“Nominee”).

Reference is made to Subordination Agreement and Release dated as of June 8, 2007 (the “2007 Subordination Agreement”), by and among Unitrust, Boatright, and Nominee. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment have the meanings set forth in the 2007 Subordination Agreement.

Whereas, subject to the execution and delivery of this Amendment, the Company and the Lender intend to enter into a Change in Terms Agreement dated as of the 11^th day of October, 2007 (the “Note Amendment”) attached hereto as Exhibit A, under which the payment obligations of the Company under the 2007 Note will be modified; and

Whereas, prior to execution and delivery of the 2007 Subordination Agreement, the Company executed and delivered to Unitrust that certain Third Replacement Renewal and Extension Promissory Note, dated February 14, 2005 (the “2005 Unitrust Note”), in renewal and extension of the obligations of the Company to Unitrust under the Prior Unitrust Note. As of June 8, 2007, the unpaid principal balance of the 2005 Unitrust Note was $2,782,900.59; and

Whereas, Unitrust and Boatright desire to consent to the modification of the 2007 Note and to modify the 2007 Subordination Agreement to reflect such consent and to correctly identify the obligations of the Company to Unitrust that are affected by the 2007 Subordination Agreement.

Now, therefore, in consideration of the foregoing premises, the mutual covenants and agreements contained in this Agreement, and other good and valuable considerations, the receipt and adequacy of which are hereby acknowledged, the Company, Unitrust, Boatright, and Nominee hereby agree as follows:

1.          Consent. Boatright hereby consents to the modifications of the 2007 Note as provided in the Note Amendment, and agrees that the subordination of the Company Boatright Note and the lien created by the 2005 Deed of Trust as provided in Section 3 of the 2007 Subordination Agreement shall remain in full force and effect notwithstanding such modifications.

2.         Subordination of Prior Unitrust Note. Unitrust agrees that the 2005 Unitrust Note and the lien created by the 2005 Deed of Trust, and all obligations for payment of the loan evidenced and secured thereby, and all obligations for performance contained in the 2005 Unitrust Note and the 2005 Deed of Trust, are and shall be subordinate to the 2007 Note, the lien created by the 2007 Deed of Trust, and all obligations for performance contained in the 2007 Note and the 2007 Deed of Trust.

3.         Effect. Except as specifically modified by the terms of this Amendment, the 2007 Subordination Agreement remains in full force and effect.

4.         Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed as original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Consent and Amendment of Subordination Agreement as of the date written above.

/s/ William Beard

William Beard, Trustee

Lu Beard, Trustee

/s/ William Beard

William Beard, Member