PROMISSORYNOTE

		Darin R. Pastor
		Newport Beach, California
Principal LoanAmount:
$1,893,035.72	Date:	October 4, 2012

FOR VALUE RECEIVED , the undersigned Capstone Affluent Strategies, Inc. ("Borrower") of 895Dove Street, 3rd Floor, Newport Beach, CA 92660, promises to pay to the order of Darin R. Pastor ("Pastor")athisofficeat895DoveStreet,3rdFloor,NewportBeach,CA92660,oratsuchotherplaceasthe holder thereof may designate, in lawful money of the United States of America and in immediately available funds, the principal loan amount of $1,893,035.72 ("Principal"), or so much thereof as may be outstanding with interest thereon, whether before or after any breach hereof.

Subject to the obligation of Pastor to forgive the principal and interest on the Note in accordancewith provisions below, Borrower will be required to repay the Principal on this Note no later than October 4,2017(the"MaturityDate")oruponanEventofDefaultasdescribedbelow,whichever occurs first. The Principal balance shall bear interest at the minimum federal rate per annum published bythe Internal Revenue Service (computed on the basis of a 360-day year, actual days elapsed). Interest shall begin accruing on the date proceeds are advanced under this Note.

Prepayment. Borrower may from time to time partially or wholly repay the outstanding principal.All paymentsunderthisNoteshallbeappliedfirsttocurrentinterest,secondtoaccruedandunpaidinterest, and third toPrincipal.

Forgiveness of Principal and Interest. Pastor shall forgive the Principal plus calculatedaccruedinterestonthisNoteinaccordancewiththetermssetforthinExhibitAhereto.TheforgivenessofPrincipal and interest under this Note will cease upon the occurrence of an Event of Default asdefinedbelow. Upon the occurrence of an Event of Default (defined below) this Note shall bear interest ontheremaining unpaid principal balance at the default rate of interest equal to the interest rate determined as stated in the 2nd paragraph above PLUS an additional three percent (3%).

Income Taxes.Borrower hereby acknowledges responsibility for the payment of income taxesm

connection with the forgiveness of principal and interest under thisNote.

Right to Offset. Borrower acknowledges and agrees that in order to contribute to the satisfaction ofthe repayment obligation hereunder, Pastor is authorized to the necessary deductions fromBorrower'sinterest or entitlement in any commissions or fees payable by Pastor to Borrower, or in any other amountsowedbyPastortoBorrower.BorroweralsoagreesthatPastorhasandshallhave the right to apply any funds held in Borrower's accounts in which Pastor is legally entitled to satisfy any amounts remaining outstanding pursuant to the terms of the Note.

BorrowerInitials _______

LenderInitials _______

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Events of Default. A Default under this Note shall consist of any of the following events: (i) any paymenttoPastorisnotmadewhendue(includingwhenthereisamaterialdefaultonanyother material obligation Borrower has with Pastor); there is material failure to abide by any of the terms and conditions contained in any agreement Borrower has with Pastor but only after Pastor gives Borrower written notice of any such failure and areasonable opportunity to cure; (iii) anywarranty, representationor statement made or furnished to Pastor by or on behalf of the Borrower proves to have been false in any material respect when made or furnished ; (iv) the death, dissolution , termination of existence, merger, consolidation,insolvency, business failure, appointmentofa receiverof any part ofthe propertyof,assignment for the benefit of creditors by, or the commencement of any proceedings under bankruptcy or insolvency laws by or against the Borrower or any guarantor or surety for Borrower; (v) any violationor breach of any provision or, or any defined event of default under, any addendum to this note, letter agreement, guaranty,securityagreement, deedof trust orother contract orinstrument executed in connection with this note or securing this note; or (vi) Pastor has a good faith belief that the prospectof timely repayment is impaired based on Pastor's commercially reasonable assessment thatBorrower's prospects of repayment are materially diminished .

Upon the occurrence of any Event of Default described under clauses (i) through (vi) above, Pastor, athis option, may declare all sums of principal and interest outstanding hereunder to be immediately dueand payable without presentment, demand, protest or advice of dishonor, all of which are expressly waivedby Borrower.IntheEventofDefault,theBorroweragreesthatPastormayoffsetanyoutstandingprincipal and interest due under this Note against any amounts due from Pastor for Borrower, up to the maximum amount legally permitted.

Attorney’s Fees. The Borrower shall pay Pastor the full amount of all costs and expenses, including reasonable attorney's fees (to include outside counsel fees) incurred by the holder inconnection with the enforcement of the holder's rights and/or the collection of any amount whichbecomes duetoPastorunderthisNoteortheprosecutionanddefenseofanyactionin any way related to this Note, including without limitation any action to declaratory relief.

BindingonHeirsandAssigns.ThisNoteinurestoandbindstheheirs,legalrepresentatives,successorsand assigns of Borrower and Pastor; provided, however, that Borrower may not assign this Note orany proceedsofitorassignor delegate anyof its rights or obligations withoutPastor'spriorwrittenconsentin each instance. Pastor, in his sole discretion, may transfer this Note and may sell or assign interest without notice toBorrower.

ChoiceofLaw. ThisnoteshallbeconstruedinaccordancewiththelawsofthestateofCalifornia.

DARIN R.PASTOR CAPSTONE AFFLUENT STRATEGIES, INC

BY:____________________________________________

TITLE:____________________________________________

BorrowerInitials _______

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ExhibitA Forgiveness ofNoteTerms

Notwithstanding any other provisions of this Note to the contrary, the terms of this Exhibit A shalltake priority.

For purposes of this Exhibit A, the following terms shall have the following meanings:

"Borrower" shall mean the individual or entity listed as Borrower in the first paragraph of thisNote. "Forgiveness Amount” shall mean the following:

	End Year1	End Year2	End Year3	End Year4	End Year5
Forgiveness Amount: (1/5th ofP&I)	$378,607.14 PlusInterest	$378,607.14 PlusInterest	$378,607.14 PlusInterest	$378,607.14 PlusInterest	$378,607.14 PlusInterest

Asspecifiedabove,foreachyearthatpassesfromtheAnniversaryDateofthisNote,thecorresponding amountofprincipalandaccruedinterestshall be forgivenassetforthabove.For any ofthe fiveyears listed above for which the Borrower is not affiliated with Pastor on the Anniversary Date, the remaining balance of the loan will be immediately due in full.

BorrowerInitials _______

LenderInitials _______

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