Branch Banking and Trust Company
6430 North Wickham Road
Melbourne, Florida  32940
(Hereinafter referred to as the "Bank")

The Goldfield Corporation,
A Delaware corporation
1684 West Hibiscus Blvd.
Melbourne, Florida  32901
(Hereinafter referred to as the "Borrower")

Southeast Power Corporation,                Bayswater Development Corporation,
a Florida corporation                       a Florida corporation
1684 West Hibiscus Blvd.                    1684 West Hibiscus Blvd.
Melbourne, Florida  32901                   Melbourne, Florida 32901

Pineapple House of Brevard, Inc.,           Oak Park of Brevard, Inc.,
a Florida corporation                       a Florida corporation
1684 West Hibiscus Blvd.                    1684 West Hibiscus Blvd.
Melbourne, Florida 32901                    Melbourne, Florida 32901
(Individually and collectively "Guarantor")

This Loan Agreement ("Agreement") is entered into August 26, 2005 by and between Bank, Borrower, and Guarantor.

This Agreement applies to the loan or loans (individually and collectively, the "Loan") evidenced by that certain promissory note dated August 26, 2005, in the original principal amount of $1,000,000.00, or other notes subject hereto, as modified from time to time (whether one or more, the "Note") and all Loan Documents.

The terms "Loan Documents", as used in the Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto, and may include, without limitation, a commitment letter that survives closing, a loan agreement, the Note, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. Section 101, as in effect from time to time). The term "Obligations", as used in the Note and the other Loan

Documents, refers to any and all indebtedness and other obligations under this Note, all other obligations under any other Loan Documents, and all obligations under any swap agreements (as defined in 11 U.S.C. Section 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

Relying upon the covenants, agreements, representations and warranties contained in this Agreement, Bank is willing to extend credit to Borrower upon the terms and subject to the conditions set forth herein, and Bank, Borrower, and Guarantor agree as follows:

REPRESENTATIONS. Borrower represents that from the date of this Agreement and until final payment in full of the Obligations: Accurate Information. All information now and hereafter furnished to Bank is and will be true, correct and complete to the best of the Borrower's knowledge. Any such information relating to Borrower's or Guarantor's financial condition will accurately reflect Borrower's and Guarantor's financial condition as of the date(s) thereof (including all contingent liabilities of every type), and Borrower and Guarantor further represent that their financial condition has not changed materially or adversely since the date(s) of such documents. Authorization; Non-Contravention. The execution, delivery and performance by Borrower and any guarantor, as applicable, of this Agreement and other Loan Documents to which it is a party are within its power, have been duly authorized as may be required and, if necessary, by making appropriate filings with any governmental agency or unit and are the legal, binding, valid and enforceable obligations of Borrower and any guarantors; and do not (i) contravene, or constitute (with or without the giving of notice or lapse of time or both) a violation of any provision of applicable law, a violation of the organizational documents of Borrower or any guarantor, or a default under any agreement, judgment, injunction, order, decree or other instrument binding upon or affecting Borrower or any guarantor, (ii) result in the creation or imposition of any lien (other than the lien(s) created by the Loan Documents) on any of Borrower's or any guarantor's assets, or (iii) give cause for the acceleration of any obligations of Borrower or any guarantor to any other creditor. Asset Ownership. Borrower and Guarantor have good and marketable title to all of the properties and assets reflected on the balance sheets and financial statements supplied Bank by Borrower and Guarantor, and all such properties and assets are free and clear of mortgages, security deeds, pledges, liens, charges, and all other encumbrances, except as otherwise disclosed to Bank by Borrower and Guarantor in writing ("Permitted Liens"). To Borrower's and Guarantor's knowledge, no default has occurred under any Permitted Liens and no claims or interests adverse to Borrower's or Guarantor's present rights in their properties and assets have arisen. Discharge of Liens and Taxes. Borrower and Guarantor have duly filed, paid and/or discharged all taxes or other claims which may become a lien on any of their property or assets, except to the extent that such items are being appropriately contested in good faith and an adequate reserve for the payment thereof is being maintained. Sufficiency of Capital. Borrower and Guarantor are not, and after consummation of this Agreement and after giving effect to all indebtedness incurred and liens created by Borrower and Guarantor in connection with the Note and any other Loan Documents, will not be, insolvent within the meaning of 11 U.S.C. ss. 101(32). Compliance with Laws. Borrower and Guarantor are in

substantial compliance in all respects with all federal, state and local laws, rules and regulations applicable to its properties, operations, business, and finances, including, without limitation, any federal or state laws relating to liquor (including 18 U.S.C. ss. 3617, et seq.) or narcotics (including 21 U.S.C. ss. 801, et seq.) and/or any commercial crimes; all applicable federal, state and local laws and regulations intended to protect the environment; and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable. Organization and Authority. Each corporate Borrower and/or guarantor, as applicable, is duly created, validly existing and in good standing under the laws of the state of its organization, and has all powers, governmental licenses, authorizations, consents and approvals required to operate its business as now conducted. Each corporate Borrower and/or guarantor, as applicable, is duly qualified, licensed and in good standing in each jurisdiction where qualification or licensing is required by the nature of its business or the character and location of its property, business or customers, and in which the failure to so qualify or be licensed, as the case may be, in the aggregate, could have a material adverse effect on the business, financial position, results of operations, properties or prospects of Borrower or any such guarantor. No Litigation. There are no material pending or threatened suits, claims or demands against Borrower or any guarantor that have not been disclosed to Bank by Borrower, and approved by Bank. Regulation U. None of the proceeds of the credit extended pursuant to this Agreement shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock in violation of any of the provisions of Regulation U of the Board of Governors of the Federal Reserve System ("Regulation U"), or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry margin stock or for any other purchase which might render the Loan a "Purpose Credit" within the meaning of Regulation U.

AFFIRMATIVE COVENANTS. Borrower and Guarantor agree that from the date hereof and until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, Borrower and Guarantor will: Access to Books and Records. Allow Bank, or its agents, during normal business hours, access to the books, records and such other documents of Borrower and Guarantor as Bank shall reasonably require, and allow Bank, at Borrower's expense, to inspect, audit and examine the same and to make extracts therefrom and to make copies thereof. Business Continuity. Conduct its business in substantially the same manner and locations as such business is now and has previously been conducted. Compliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the 11 U.S.C. ss. 101. Estoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations. Insurance. Maintain adequate insurance coverage with respect to its properties and business against loss or damage of the kinds and in the amounts customarily insured against by companies of established reputation engaged in the same or similar businesses including, without limitation, commercial general liability insurance, workers compensation insurance; all acquired in such amounts and from such companies as Bank may reasonably require. Maintain Properties. Maintain, preserve and keep its property in good repair, working order and condition, making all needed replacements, additions and improvements thereto, to the extent allowed by this

Agreement. Notice of Default and Other Notices. (a) Notice of Default. Furnish to Bank immediately upon becoming aware of the existence of any condition or event which constitutes a Default (as defined in the Loan Documents) or any event which, upon the giving of notice or lapse of time or both, may become a Default, written notice specifying the nature and period of existence thereof and the action which Borrower or Guarantor is taking or proposes to take with respect thereto. (b) Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower or Guarantor; (iii) any material adverse claim against or affecting Borrower, Guarantor, or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower or Guarantor; and (v) at least 30 days prior thereto, any change in Borrower's or Guarantor's name or address as shown above, and/or any change in Borrower's or Guarantor's structure. Other Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower and Guarantor which Bank may reasonably request. Compliance. The Borrower shall confirm in writing to Bank, on a quarterly basis, that it is in compliance with all of the terms of this Loan Agreement. Payment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower or Guarantor in good faith disputes. Reporting Requirements. Comply with the following reporting requirements by providing the following information to Bank: (i) quarterly 10Q Reports and annual 10K reports of Borrower as filed with the S.E.C. no later than two weeks of the time period required by the Securities and Exchange Commission for filing said reports; (ii) financial records of Southeast Power Corporation and other subsidiaries of Borrower as reasonably requested by the Bank; and (iii) such other financial information or disclosure deemed necessary by the Bank from time to time.

NEGATIVE COVENANTS. Borrower and Guarantor agree that from the date of this Agreement and until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, Borrower or Guarantor will not: Change in Fiscal Year. Change the fiscal year of Borrower or Guarantor. Change of Management. Change the current Chief Executive Officer of The Goldfield Corporation, a Delaware corporation, without prior written consent of the Bank. Default on Other Contracts or Obligations. Borrower and Guarantor shall not default on any material contract with or obligation when due to a third party or default in the performance of any obligation to a third party incurred for money borrowed. Government Intervention. Permit the assertion or making of any seizure, vesting or intervention by or under authority of any government by which the management of Borrower or any guarantor is displaced of its authority in the conduct of its respective business or its such business is curtailed or materially impaired. Judgment Entered. Borrower and Guarantor shall not permit the entry of any monetary judgment or the assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or attachment against any property of or debts due.

FINANCIAL COVENANTS. Borrower and Guarantor agree to the following provisions from the date hereof until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, using the financial information for Borrower, Guarantor, its subsidiaries, and its parent company, as applicable:
Deposit Relationship. Borrower and Guarantor shall maintain their primary depository accounts and primary banking relationship with Bank. Bank acknowledges that a portion of the deposit relationship will be maintained with another financial institution. It is anticipated that this outside deposit relationship will total approximately $500,000.00 on average. Tangible Net Worth. Borrower shall maintain all of the following ratios or amounts, tested quarterly, at calendar quarter-end: (i) a minimum Tangible Net Worth of not less than $14,500,000.00. "Tangible Net Worth" is defined as net worth, plus obligations contractually subordinated to debts owed to Bank, minus goodwill and assets representing claims on stockholders or affiliated entities; (ii) Outside Debt Limitation: Borrowings for the Borrower outside of those from Bank other than accounts payable and other obligations incurred during the normal course of business shall not exceed in the aggregate the sum of $500,000.00, excluding purchasing card debt, within a fiscal year without the prior written consent of Bank; and (iii) Maximum Debt to Worth Ratio: A maximum debt/worth ratio of 2.0:1 for the Borrower is to be maintained and tested quarterly. The ratio is to be calculated by dividing total liabilities on the consolidated balance sheet of the Borrower by the Tangible Net Worth of the Borrower as defined above.

FUTURE DRAWS. Future draws are to be at the request of the Borrower and at the discretion of the Bank.

CONDITIONS PRECEDENT. The obligations of Bank to make the loan and any advances pursuant to this Agreement are subject to the following conditions precedent:
Additional Documents. Receipt by Bank of such additional supporting documents as Bank or its counsel may reasonably request.

CROSS DEFAULT. At Bank's option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower, Guarantor, any Subsidiary or Affiliate of Borrower or Guarantor, with Bank or its affiliates ("Affiliate" shall have the meaning as defined in 11 U.S.C. ss. 101, except that the term "Borrower" or "Guarantor", respectively, shall be substituted for the term "Debtor" therein; "Subsidiary" shall mean any business in which Borrower or Guarantor holds, directly or indirectly, greater than a 50% ownership interest) shall constitute a default under this Loan Agreement.

NOTICE AND CURE PERIOD. Notwithstanding any provision in this Loan Agreement, the Note or the Loan Documents to the contrary, an event of default shall not be deemed to have occurred hereunder as to a non-monetary provision of this Loan Agreement unless and until the Borrower shall fail to cure and remedy said non-monetary breach or default within thirty (30) days after the Borrower has received written notice thereof from the Bank, and an event of default shall not be deemed to have occurred hereunder as to a monetary provision of the Loan Agreement unless and until the

Borrower shall fail to cure and remedy said monetary breach or default within ten (10) days after the Borrower has received written notice thereof from the Bank.

GUARANTY OF OBLIGATIONS. The Obligations set forth in the Note and other Loan Documents shall be guaranteed by the subsidiaries of The Goldfield Corporation with the exception of those entities which are no longer operating and which do not maintain total assets in excess of $250,000.00. The Borrower shall obtain guaranty agreements, in form and content acceptable to Lender, within 10 days of written request from Lender to Borrower for same, if required in accordance with the provisions of this paragraph.

IN WITNESS WHEREOF, Borrower, Guarantor, and Bank, on the day and year first written above, have caused this Agreement to be executed under seal.

"BORROWER"

THE GOLDFIELD CORPORATION,
a Delaware corporation

By:/s/STEPHEN R. WHERRY (SEAL)
------------------------------
    STEPHEN R. WHERRY
    Treasurer

"GUARANTOR"

SOUTHEAST POWER CORPORATION,
a Florida corporation

By: /s/STEPHEN R. WHERRY (SEAL)
    ---------------------------
    STEPHEN R. WHERRY
    Treasurer

PINEAPPLE HOUSE OF BREVARD, INC.,
a Florida corporation

By: /s/ STEPHEN R. WHERRY (SEAL)
    ------------------------------
    STEPHEN R. WHERRY
    Treasurer

BAYSWATER DEVELOPMENT CORPORATION,
a Florida corporation

By: /s/ STEPHEN R. WHERRY (SEAL)
    ----------------------------
    STEPHEN R. WHERRY
    Treasurer

OAK PARK OF BREVARD, INC.,
a Florida corporation

By: /s/ STEPHEN R. WHERRY (SEAL)
    ----------------------------
    STEPHEN R. WHERRY
    Treasurer

"BANK"

BRANCH BANKING AND TRUST COMPANY

By: /s/BARRY FORBES    (SEAL)
    -------------------------
    BARRY FORBES
    Senior Vice President

Branch Banking and Trust Company
6430 North Wickham Road
Melbourne, Florida  32940
(Hereinafter referred to as the "Bank")

Southeast Power Corporation,
a Florida corporation
1684 West Hibiscus Blvd.
Melbourne, Florida  32901
(Hereinafter referred to as the "Borrower")

The Goldfield Corporation,                  Bayswater Development Corporation,
a Delaware corporation                      a Florida corporation
1684 West Hibiscus Blvd.                    1684 West Hibiscus Blvd.
Melbourne, Florida  32901                   Melbourne, Florida 32901

Pineapple House of Brevard, Inc.,           Oak Park of Brevard, Inc.,
a Florida corporation                       a Florida corporation
1684 West Hibiscus Blvd.                    1684 West Hibiscus Blvd.
Melbourne, Florida 32901                    Melbourne, Florida 32901
(Individually and collectively "Guarantor")

This Loan Agreement ("Agreement") is entered into August 26, 2005 by and between Bank, Borrower, and Guarantor.

This Agreement applies to the loan or loans (individually and collectively, the "Loan") evidenced by that certain promissory note dated August 26, 2005, in the original principal amount of $2,000,000.00, or other notes subject hereto, as modified from time to time (whether one or more, the "Note") and all Loan Documents.

The terms "Loan Documents", as used in the Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto, and may include, without limitation, a commitment letter that survives closing, a loan agreement, the Note, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. Section 101, as in effect from time to time). The term "Obligations", as used in the Note and the other Loan

Documents, refers to any and all indebtedness and other obligations under this Note, all other obligations under any other Loan Documents, and all obligations under any swap agreements (as defined in 11 U.S.C. Section 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

Relying upon the covenants, agreements, representations and warranties contained in this Agreement, Bank is willing to extend credit to Borrower upon the terms and subject to the conditions set forth herein, and Bank, Borrower, and Guarantor agree as follows:

REPRESENTATIONS. Borrower represents that from the date of this Agreement and until final payment in full of the Obligations: Accurate Information. All information now and hereafter furnished to Bank is and will be true, correct and complete to the best of the Borrower's knowledge. Any such information relating to Borrower's or Guarantor's financial condition will accurately reflect Borrower's and Guarantor's financial condition as of the date(s) thereof (including all contingent liabilities of every type), and Borrower and Guarantor further represent that their financial condition has not changed materially or adversely since the date(s) of such documents. Authorization; Non-Contravention. The execution, delivery and performance by Borrower and any guarantor, as applicable, of this Agreement and other Loan Documents to which it is a party are within its power, have been duly authorized as may be required and, if necessary, by making appropriate filings with any governmental agency or unit and are the legal, binding, valid and enforceable obligations of Borrower and any guarantors; and do not (i) contravene, or constitute (with or without the giving of notice or lapse of time or both) a violation of any provision of applicable law, a violation of the organizational documents of Borrower or any guarantor, or a default under any agreement, judgment, injunction, order, decree or other instrument binding upon or affecting Borrower or any guarantor, (ii) result in the creation or imposition of any lien (other than the lien(s) created by the Loan Documents) on any of Borrower's or any guarantor's assets, or (iii) give cause for the acceleration of any obligations of Borrower or any guarantor to any other creditor. Asset Ownership. Borrower and Guarantor have good and marketable title to all of the properties and assets reflected on the balance sheets and financial statements supplied Bank by Borrower and Guarantor, and all such properties and assets are free and clear of mortgages, security deeds, pledges, liens, charges, and all other encumbrances, except as otherwise disclosed to Bank by Borrower and Guarantor in writing ("Permitted Liens"). To Borrower's and Guarantor's knowledge, no default has occurred under any Permitted Liens and no claims or interests adverse to Borrower's or Guarantor's present rights in their properties and assets have arisen. Discharge of Liens and Taxes. Borrower and Guarantor have duly filed, paid and/or discharged all taxes or other claims which may become a lien on any of their property or assets, except to the extent that such items are being appropriately contested in good faith and an adequate reserve for the payment thereof is being maintained. Sufficiency of Capital. Borrower and Guarantor are not, and after consummation of this Agreement and after giving effect to all indebtedness incurred and liens created by Borrower and Guarantor in connection with the Note and any other Loan Documents, will not be, insolvent within the meaning of 11 U.S.C. ss. 101(32). Compliance with Laws. Borrower and Guarantor are in

substantial compliance in all respects with all federal, state and local laws, rules and regulations applicable to its properties, operations, business, and finances, including, without limitation, any federal or state laws relating to liquor (including 18 U.S.C. ss. 3617, et seq.) or narcotics (including 21 U.S.C. ss. 801, et seq.) and/or any commercial crimes; all applicable federal, state and local laws and regulations intended to protect the environment; and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable. Organization and Authority. Each corporate Borrower and/or guarantor, as applicable, is duly created, validly existing and in good standing under the laws of the state of its organization, and has all powers, governmental licenses, authorizations, consents and approvals required to operate its business as now conducted. Each corporate or limited liability company Borrower and/or guarantor, as applicable, is duly qualified, licensed and in good standing in each jurisdiction where qualification or licensing is required by the nature of its business or the character and location of its property, business or customers, and in which the failure to so qualify or be licensed, as the case may be, in the aggregate, could have a material adverse effect on the business, financial position, results of operations, properties or prospects of Borrower or any such guarantor. No Litigation. There are no material pending or threatened suits, claims or demands against Borrower or any guarantor that have not been disclosed to Bank by Borrower, and approved by Bank. Regulation U. None of the proceeds of the credit extended pursuant to this Agreement shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock in violation of any of the provisions of Regulation U of the Board of Governors of the Federal Reserve System ("Regulation U"), or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry margin stock or for any other purchase which might render the Loan a "Purpose Credit" within the meaning of Regulation U.

AFFIRMATIVE COVENANTS. Borrower and Guarantor agree that from the date hereof and until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, Borrower and Guarantor will: Access to Books and Records. Allow Bank, or its agents, during normal business hours, access to the books, records and such other documents of Borrower and Guarantor as Bank shall reasonably require, and allow Bank, at Borrower's expense, to inspect, audit and examine the same and to make extracts therefrom and to make copies thereof. Business Continuity. Conduct its business in substantially the same manner and locations as such business is now and has previously been conducted. Compliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the 11 U.S.C. ss. 101. Estoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations. Insurance. Maintain adequate insurance coverage with respect to its properties and business against loss or damage of the kinds and in the amounts customarily insured against by companies of established reputation engaged in the same or similar businesses including, without limitation, commercial general liability insurance, workers compensation insurance; all acquired in such amounts and from such companies as Bank may reasonably require. Maintain Properties. Maintain, preserve and keep its property in good repair, working order and condition, making all needed replacements, additions and improvements thereto, to the extent allowed by this

Agreement. Notice of Default and Other Notices. (a) Notice of Default. Furnish to Bank immediately upon becoming aware of the existence of any condition or event which constitutes a Default (as defined in the Loan Documents) or any event which, upon the giving of notice or lapse of time or both, may become a Default, written notice specifying the nature and period of existence thereof and the action which Borrower or Guarantor is taking or proposes to take with respect thereto. (b) Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower or Guarantor; (iii) any material adverse claim against or affecting Borrower, Guarantor, or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower or Guarantor; and (v) at least 30 days prior thereto, any change in Borrower's or Guarantor's name or address as shown above, and/or any change in Borrower's or Guarantor's structure. Other Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower and Guarantor which Bank may reasonably request. Compliance. The Borrower shall confirm in writing to Bank, on a quarterly basis, that it is in compliance with all of the terms of this Loan Agreement. Payment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower or Guarantor in good faith disputes. Reporting Requirements. Comply with the following reporting requirements by providing the following information to Bank: (i) quarterly 10Q Reports and annual 10K reports of Borrower as filed with the S.E.C. no later than two weeks of the time period required by the Securities and Exchange Commission for filing said reports; (ii) financial records of Borrower and other subsidiaries of Borrower as reasonably requested by the Bank; and (iii) such other financial information or disclosure deemed necessary by the Bank from time to time.

NEGATIVE COVENANTS. Borrower and Guarantor agree that from the date of this Agreement and until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, Borrower or Guarantor will not: Change in Fiscal Year. Change the fiscal year of Borrower or Guarantor. Change of Management. Change the Chief Executive Officer of The Goldfield Corporation, a Delaware corporation. Default on Other Contracts or Obligations. Borrower and Guarantor shall not default on any material contract with or obligation when due to a third party or default in the performance of any obligation to a third party incurred for money borrowed. Government Intervention. Permit the assertion or making of any seizure, vesting or intervention by or under authority of any government by which the management of Borrower or any guarantor is displaced of its authority in the conduct of its respective business or its such business is curtailed or materially impaired. Judgment Entered. Borrower and Guarantor shall not permit the entry of any monetary judgment or the assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or attachment against any property of or debts due.

FUTURE DRAWS. Future draws are to be at the request of the Borrower and at the discretion of the Bank.

FINANCIAL COVENANTS. Borrower and Guarantor agree to the following provisions from the date hereof until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, using the financial information for Borrower, Guarantor, its subsidiaries, and its parent company, as applicable:
Deposit Relationship. Borrower and Guarantor shall maintain their primary depository accounts and primary banking relationship with Bank. Bank acknowledges that a portion of the deposit relationship will be maintained with another financial institution. It is anticipated that this outside deposit relationship will total approximately $500,000.00 on average. Tangible Net Worth. The Goldfield Corporation, a Delaware corporation, shall maintain all of the following ratios or amounts, tested quarterly, at calendar quarter-end: (i) a minimum Tangible Net Worth of not less than $14,500,000.00. "Tangible Net Worth" is defined as net worth, plus obligations contractually subordinated to debts owed to Bank, minus goodwill and assets representing claims on stockholders or affiliated entities; (ii) Outside Debt Limitation: Borrowings for The Goldfield Corporation outside of those from Bank other than accounts payable and other obligations incurred during the normal course of business shall not exceed in the aggregate the sum of $500,000.00, excluding purchasing card debt, within a fiscal year without the prior written consent of Bank; and
(iii) Maximum Debt to Worth Ratio: A maximum debt/worth ratio of 2.0:1 for The Goldfield Corporation is to be maintained and tested quarterly. The ratio is to be calculated by dividing total liabilities on the consolidated balance sheet of The Goldfield Corporation by the Tangible Net Worth of The Goldfield Corporation as defined above.

CONDITIONS PRECEDENT. The obligations of Bank to make the loan and any advances pursuant to this Agreement are subject to the following conditions precedent:
Additional Documents. Receipt by Bank of such additional supporting documents as Bank or its counsel may reasonably request.

CROSS DEFAULT. At Bank's option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower, Guarantor, any Subsidiary or Affiliate of Borrower or Guarantor, with Bank or its affiliates ("Affiliate" shall have the meaning as defined in 11 U.S.C. ss. 101, except that the term "Borrower" or "Guarantor", respectively, shall be substituted for the term "Debtor" therein; "Subsidiary" shall mean any business in which Borrower or Guarantor holds, directly or indirectly, greater than a 50% ownership interest) shall constitute a default under this Loan Agreement.

COLLATERAL. The obligations of Borrower and Guarantor pursuant to the Note and Loan Documents shall be secured by a perfected security interest in that certain equipment referenced in the Security Agreement between Borrower and Bank of even date herewith.

NOTICE AND CURE PERIOD. Notwithstanding any provision in this Loan Agreement, the Note, or the Loan Documents to the contrary, an event of default shall not be deemed to have occurred hereunder as to a non-monetary provision of this Loan

Agreement unless and until the Borrower shall fail to cure and remedy said non-monetary breach or default within thirty (30) days after the Borrower has received written notice thereof from the Bank, and an event of default shall not be deemed to have occurred hereunder as to a monetary provision of the Loan Agreement unless and until the Borrower shall fail to cure and remedy said monetary breach or default within ten (10) days after the Borrower has received written notice thereof from the Bank.

GUARANTY OF OBLIGATIONS. The Obligations set forth in the Note and other Loan Documents shall be guaranteed by the subsidiaries of The Goldfield Corporation with the exception of those entities which are no longer operating and which do not maintain total assets in excess of $250,000.00. The Borrower shall obtain guaranty agreements, in form and content acceptable to Lender, within 10 days of written request from Lender to Borrower for same, if required in accordance with the provisions of this paragraph.

IN WITNESS WHEREOF, Borrower, Guarantor, and Bank, on the day and year first written above, have caused this Agreement to be executed under seal.

"BORROWER"

SOUTHEAST POWER CORPORATION,
a Florida corporation

By: /s/ STEPHEN R. WHERRY (SEAL)
   -----------------------------
   STEPHEN R. WHERRY
   Treasurer

"GUARANTOR"

THE GOLDFIELD CORPORATION,
a Delaware corporation

By: /s/ STEPHEN R. WHERRY (SEAL)
   -----------------------------
   STEPHEN R. WHERRY
   Treasurer

PINEAPPLE HOUSE OF BREVARD, INC.,
a Florida corporation

By: /s/ STEPHEN R. WHERRY (SEAL)
   -----------------------------
   STEPHEN R. WHERRY
   Treasurer

BAYSWATER DEVELOPMENT CORPORATION,
a Florida corporation

By:/s/ STEPHEN R. WHERRY (SEAL)
   ----------------------------
   STEPHEN R. WHERRY
   Treasurer

OAK PARK OF BREVARD, INC.,
a Florida corporation

By: _/s/ STEPHEN R. WHERRY (SEAL)
   ------------------------------
   STEPHEN R. WHERRY
   Treasurer

"BANK"

BRANCH BANKING AND TRUST COMPANY

By:/s/ BARRY FORBES (SEAL)
   -----------------------
   BARRY FORBES
   Senior Vice President

LOAN AGREEMENT

August 26, 2005

THIS AGREEMENT, made as of the date set forth above, in favor of BRANCH BANKING AND TRUST COMPANY, (the "Bank"), by THE GOLDFIELD CORPORATION, a Delaware corporation (the "Borrower"), and SOUTHEAST POWER CORPORATION, a Florida corporation, OAK PARK OF BREVARD, INC., a Florida corporation, BAYSWATER DEVELOPMENT CORPORATION, a Florida corporation, and PINEAPPLE HOUSE OF BREVARD, INC., a Florida corporation (collectively the "Guarantor").

In consideration of the Bank making a loan of $6,000,000.00 to Borrower (the "loan"), as evidenced by a promissory note of even date herewith (the "note"), Borrower and Guarantor agree as follows:

1. Definitions and Reference Terms. In addition to any other terms defined herein, the following terms shall have the meaning set forth with respect thereto:

(a) Pre-Sale is a binding contract between Borrower and a third party purchaser regarding the purchase of all or a portion of a qualified real estate project accompanied by a non-refundable deposit of at least ten percent (10%) of the purchase price;

(b) Net Proceeds are the gross sales price from the specific unit in the condominium less tax prorations and ordinary and customary expenses incurred in the sale of the particular unit;

(c) Total Costs for a project are all costs including soft costs and land costs associated with the construction and delivery of a condominium project. Excluded are allocations for Borrower's overhead costs and anticipated profit.

(d) Loan Documents as used in the Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto, and may include, without limitation, a commitment letter that survives closing, a loan agreement, the Note, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. Section 101, as in effect from time to time).

(e) Obligations as used in the Note and the other Loan Documents, refers to any and all indebtedness and other obligations under this Note, all other obligations under any other Loan Documents, and all obligations under any swap agreements (as defined in 11 U.S.C. Section 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed.

(f) All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

2. Representations and Warranties. To induce the Bank to make the loan, Borrower and Guarantor make the following representations and warranties, which shall survive the execution and delivery of the note:

(a) The financial information furnished to Bank in connection with its application for the loan and in the financial statements submitted to Bank is complete and accurate and Borrower has no material undisclosed direct or contingent liabilities.

(b) Borrower and Guarantor are each duly organized, existing and in good standing under the laws of the states of their respective incorporations, each have corporate power to carry on the business in which each is engaged, and the obtaining and performance of the loan have been duly authorized by all necessary action of the board of directors and shareholders of each, respective, corporation under applicable law, and do not and will not (i) violate any provision of law or any of its organizational or other organic documents, or
(ii) result in a breach of, constitute a default under, require any consent under, or result in the creation of any lien, charge, or encumbrance upon any property of Borrower or Guarantor pursuant to any instrument, order, or other agreement to which Borrower and/or Guarantor is a party or by which Borrower or Guarantor, any of its officers as such, or any of its property is bound.

(c) There are no judgments, liens, encumbrances, or other security interests outstanding against Borrower or Guarantor or any of their property other than those disclosed to Bank in connection with its request for the loan.

(d) Neither Borrower nor Guarantor have incurred any debts, liabilities, or obligations and has not committed itself to incur any debts, liabilities, or obligations other than those disclosed to Bank in connection with its request for the loan or shown on the financial statements submitted to Bank.

(e) Borrower and Guarantor are in substantial compliance with all applicable federal and state securities laws. All of the information provided to the federal and state securities regulators is complete and accurate, and will continue to be complete and accurate.

3. Use of Loan Proceeds. The proceeds of the loan will be used only for the purpose or purposes of financing the costs of qualified real estate projects (herein defined) in

Florida. Proceeds will not be used to purchase "margin stock" pursuant to Regulation U of the Federal Reserve Board or fund distribution to shareholders.

4. Definition of Tangible Net Worth. "Tangible Net Worth" is to be defined as net worth, minus goodwill and assets representing claims on stockholders or affiliated entities. Borrower's Tangible Net Worth will be tested annually at fiscal year end.

5. Affirmative Covenants. Borrower and Guarantor hereby covenant with the Bank that Borrower and Guarantor shall:

(a) Reserve and keep in force all licenses, permits, and franchises necessary for the proper conduct of its business and duly pay and discharge all taxes, assessments, and governmental charges upon Borrower or against Borrower's property before the date on which penalties attach thereto, unless and to the extent only that the same shall be contested in good faith and by appropriate proceedings.

(b) Maintain with financially sound and reputable insurance companies insurance of the kinds, covering the risks, and in the amounts usually carried by companies engaged in business similar to that of Borrower and/or Guarantor. Borrower and Guarantor will also exhibit or deliver such policies of insurance to Bank upon request by Bank and provide appropriate loss payable or mortgagee clauses in the insurance policies in favor of Bank, as its interest may appear, when requested by Bank.

(c) There shall be no change in the Borrower's current Chief Executive Officer without prior written consent of the Bank.

(d) Permit a representative or agent of Bank to examine and audit any or all of Borrower's or Guarantor's books and records when requested by Bank.

(e) Inform Bank immediately of any material adverse change in the financial condition of Borrower or Guarantor. Borrower and Guarantor will also promptly inform Bank of any litigation or threatened litigation which might substantially affect Borrower's or Guarantor's financial condition.

(f) Maintain Borrower's and Guarantor's property and equipment in a state of good repair.

(g) Maintain all of the following ratios or amounts, tested quarterly, at calendar quarter-end:

(1) A minimum Tangible Net Worth of not less than $14,500,000.00 as of the date hereof and throughout the term of the Loan.

(2) Outside Debt Limitation: Borrowings outside of those from Branch Banking and Trust Company other than accounts payable and other obligations incurred during the normal course of business shall not exceed in the aggregate the sum of $500,000.00, excluding purchase card debt, within a fiscal year without the prior written consent of Bank.

(3) A maximum Debt to Tangible Net Worth Ratio of 2.0:1 is to be maintained throughout the term of the Loan. This ratio will be tested quarterly. This ratio is to be calculated by dividing total liabilities on the consolidated balance sheet of The Goldfield Corporation by the Tangible Net Worth of The Goldfield Corporation as defined above.

In the event of a violation, the Bank may exercise such remedies available to it as set forth herein, in the note, and all of the other loan documents. All defined terms shall have the same meaning in accordance with generally accepted accounting principles applied on a consistent basis.

(h) Abide by the terms and conditions set forth in this Agreement, the note, and all of the other documents evidencing or securing this loan.

(i) Maintain its primary deposit relationship with Bank. Guarantor, and any subsidiaries of Borrower and/or Guarantor, shall also maintain their primary deposit relationship with Bank. The Bank acknowledges that a portion of the deposit relationship will be maintained with another financial institution in order to accommodate payroll processing. It is anticipated that this outside deposit relationship will total approximately $500,000.00 on average.

(j) Comply with the following reporting requirements by providing the following information to Bank:

(1) Quarterly 10Q Reports and annual 10K reports of Borrower and Guarantor when filed with the S.E.C., within two weeks of the time required for filing by the Securities and Exchange Commission.

(2) Financial records for Southeast Power Corporation and other subsidiaries as reasonably requested by the Bank.

(3) Such other financial information or disclosure deemed necessary by the Bank from time to time.

6. Negative Covenants. Borrower and Guarantor will not, except in the ordinary course of its business:

(a) Incur any additional indebtedness, or assume or undertake to assume or guaranty any additional contingent liability, or assign, mortgage, pledge, encumber, grant any security interest in, or transfer any of Borrower's or Guarantor's assets, whether now owned or hereafter acquired. For the purposes hereof, the sale or assignment of accounts receivable and the execution of leases or rental agreements shall constitute incurring indebtedness for borrower, and the execution of any guaranty agreement or letter of credit agreement shall constitute the incurrence of a contingent liability.

(b) Guarantee, endorse, or otherwise become surety for or upon the obligation of any person, firm, or corporation.

(c) Lend additional money or credit, or make new loans, to any person, firm, or corporation, in excess of $500,000.00.

(d) Enter into any merger or consolidation, or sell, lease, transfer, or otherwise dispose of all or any substantial part of its assets (except in the ordinary course of business), whether now owned or hereafter acquired; or change its name or any name in which it does business; or move its principal place of business without giving concurrent written notice thereof to Bank.

7. Security For Loan. The Borrower and the subsidiary of Borrower and/or Guarantor which has legal title to the real property to be developed as a qualified real estate project hereunder shall execute and deliver to Bank an Agreement Not to Encumber or Transfer Property in form satisfactory to Bank in its sole discretion; a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference. The Bank may also request from such entity proof that it has valid title to the subject real property, free and clear of any liens or encumbrances, other than real property taxes and assessments.

8. Guaranty of the Loan. The note and all obligations of the loan as set forth in the Loan Documents shall be guaranteed by the subsidiaries of The Goldfield Corporation with the exception of those entities which are no longer operating and which do not maintain total assets in excess of $250,000.00. Upon the request of Bank, the Borrower shall obtain such additional executed and binding guaranty agreements, in form and content acceptable to the Bank, as may be required for Borrower to comply with the provisions of this paragraph.

9. Conditions for Disbursements. A qualified real estate project ("qualified project") shall satisfy the following requirements which shall also be requirements for each disbursement under the Loan:

(1) The contracts for sale and purchase of pre-sales of the qualified project(s) (in their entirety or as to a portion thereof) shall contain a provision providing that the prospective buyer's deposit shall be at least 10% of the purchase price and shall be non-refundable to the prospective buyer if the buyer fails to close on the purchase of the qualified project for any reason, other than Borrower's inability to deliver clear title. Presales with a minimum ten percent (10%) non-refundable deposit are to be at a level sufficient to cover all project costs less invested equity in each qualified project.

(2) The funds available on the line at the time of the initial draw for a particular project are sufficient to provide for all the remaining funding necessary to complete the qualified project and deliver the property under the terms of the presales. All of the Net Proceeds from the sale of a qualified project (or a portion thereof) shall be applied against the principal balance due on the note as a principal reduction to the line of credit until such time as all of the proceeds advanced for the particular project have been repaid.

(3) The anticipated gross sales prices for the units in all projects are sufficient to provide Borrower or its subsidiaries with a minimum of a 10% return on the total costs of all projects.

(4) Draws for all projects are not to exceed 100% of the Total Costs of all the projects.

(5) The construction contract for the qualified projects to be financed hereunder are to be fixed price, and supported by payment and performance bonds for the full cost of construction. The contract may include allowances for particular items such as appliances and flooring which together do not exceed ten percent (10%) of the total contract value. Bank reserves the right to approve the format of said bonds, as well as the quality of the insurer.

(6) The general contractor(s) in charge of the construction of the qualified projects must have a high level of experience in the construction of qualified projects being constructed by Borrower. M.H. Williams Construction, Inc. is acceptable to the Bank as a qualified contractor for the construction of the current and planned condominium projects of the Borrower.

(7) Should any construction liens be filed against the real property being developed as qualified projects, Borrower shall have seventy-five (75) days from receipt of said lien to obtain a release of same, or bond the lien off according to Florida Statutes.

(8) On a quarterly basis, Borrower is to confirm that Borrower is in compliance with all terms of this Loan Agreement.

(9) Should Borrower fail to satisfy the financial requirements as set forth hereunder, it shall, within thirty (30) days of request by Bank, pay such amounts to Bank as may be required to cause Borrower to return to compliance with the terms hereof. Failure to pay such amounts, shall be a default hereunder, and under the note and all other documents evidencing or securing same.

(10) An agreement not to encumber the real estate associated with the qualified project is to be recorded in the public records of the appropriate county in Florida.

10. Events of Default. The Bank shall have the option to declare the entire unpaid amount of the loan and accrued interest immediately due and payable, without presentment, demand, or notice of any kind, if any of the following events occurs before the loan is fully repaid:

(a) Any payment of principal or interest on the loan is not made when due.

(b) Any provision of this Agreement is breached or proves to be untrue or misleading in any material respect.

(c) Any warranty, representation, or statement made or furnished the Bank by Borrower or Guarantor in connection with the loan and this Agreement (including any warranty, representation, or statement in the Borrowers financial statements) or to induce the Bank to make the loan, is untrue or misleading in any material respect.

(d) Any default occurs under any agreement with another financial institution, which default is not corrected within the cure period provided in such agreement, if any.

(e) Any voluntary or involuntary bankruptcy, reorganization, insolvency, arrangement, receivership, or similar proceeding is commenced by or against Borrower under any federal or state law, or Borrower makes any assignment for the benefit of creditors.

(f) Any substantial part of the inventory, equipment, or other property of the Borrower, real or personal, tangible or intangible, is damaged or destroyed and the damage or destruction is not covered by collectible insurance.

(g) Borrower or Guarantor defaults in the payment of any principal or interest on any obligation to Bank or any other creditor.

(h) Borrower suffers or permits any lien, encumbrance, or security interest to arise or attach to any of the Borrower's property, or any judgment is entered against Borrower or Guarantor that is not satisfied or appealed within thirty days (excluding construction related liens as noted herein).

(i) Notwithstanding the foregoing, there shall be a thirty (30) day grace period for any non-monetary default as provided hereunder, and a ten (10) day grace period for any monetary default.

11. Cross Default. At Bank's option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower, Guarantor, any Subsidiary or Affiliate of Borrower or Guarantor, with Bank or its affiliates ("Affiliate" shall have the meaning as defined in 11 U.S.C. ss. 101, except that the term "Borrower" or "Guarantor", respectively, shall be substituted for the term "Debtor" therein; "Subsidiary" shall mean any business in which Borrower or Guarantor holds, directly or indirectly, greater than a 50% ownership interest) shall constitute a default under this Loan Agreement.

12. Remedies Upon Default. Upon the occurrence of, or the discovery by Bank of the occurrence, of any of the foregoing events, circumstances, or conditions of default, Bank shall have, in addition to its option to declare the entire unpaid amount of the loan and accrued interest thereon immediately due and payable, all of the rights and remedies of a secured party under applicable State law. Without in any way limiting the generality of the foregoing, Bank shall also have the following specific rights and remedies:

(a) To exercise any and all rights of set-off which Bank may have against any account, fund, or property of any kind, tangible or intangible, belonging to Borrower or Guarantor which shall be in Bank's possession or under its control.

(b) To cure such defaults, with the result that all costs and expenses incurred or paid by Bank in effecting such cure shall be additional charges on the Loan which bear interest at the interest of the Loan and are payable upon demand.

13. Waiver. No failure or delay on the part of Bank in exercising any power or right hereunder, and no failure of Bank to give Borrower or Guarantor notice of a default hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any

other right or power hereunder. No modification or waiver of any provision of this Agreement or any instrument executed pursuant hereto or consent to any departure by Borrower or Guarantor from this Agreement or such instrument shall in any event be effective unless the same shall be in writing, and such waiver or consent shall be effective only in the specific instance and for the particular purpose for which given.

14. Benefit. This Agreement shall be binding upon and shall inure to the benefit of Borrower, Guarantor and Bank and their respective successors and assigns. Bank may assign this Agreement in whole or in part with any assignment of the loan. Borrower may not assign this Agreement or its obligations under the loan without Bank's written consent.

15. Construction. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and any litigation arising out of or relating to this Agreement or the loan shall be commenced and conducted in the courts of that State or in the federal courts of that State.

16. Notice and Cure Period. Notwithstanding any provision in this Loan Agreement, the Note, or the Loan Documents to the contrary, an event of default shall not be deemed to have occurred hereunder as to a non-monetary provision of this Loan Agreement unless and until the Borrower shall fail to cure and remedy said non-monetary breach or default within thirty (30) days after the Borrower has received written notice thereof from the Bank, and an event of default shall not be deemed to have occurred hereunder as to a monetary provision of the Loan Agreement unless and until the Borrower shall fail to cure and remedy said monetary breach or default within ten (10) days after the Borrower has received written notice thereof from the Bank.

IN WITNESS WHEREOF, this Agreement has been duly executed as of the 26 day of August, 2005. BORROWER:

THE GOLDFIELD CORPORATION,
a Delaware Corporation

By:  /s/ STEPHEN R. WHERRY
    ---------------------------
      STEPHEN R. WHERRY
      Treasurer

GUARANTOR:

SOUTHEAST POWER CORPORATION,
a Florida Corporation

By: /s/ STEPHEN R. WHERRY
    ---------------------------
      STEPHEN R. WHERRY
      Treasurer

PINEAPPLE HOUSE OF BREVARD, INC.,
a Florida corporation

By:  /s/ STEPHEN R. WHERRY (SEAL)
    -----------------------
      STEPHEN R. WHERRY
      Treasurer

BAYSWATER DEVELOPMENT CORPORATION, a
Florida corporation

By:  /s/ STEPHEN R. WHERRY (SEAL)
    -----------------------
      STEPHEN R. WHERRY
      Treasurer

OAK PARK OF BREVARD, INC.,
a Florida corporation

By:  /s/ STEPHEN R. WHERRY (SEAL)
    -----------------------
      STEPHEN R. WHERRY
      Treasurer

ACCEPTED BY:

BRANCH BANKING AND TRUST COMPANY

By:  /s/ BARRY FORBES
    ---------------------------
      BARRY FORBES
      Senior Vice President

EXHIBIT "A"

PREPARED BY AND RETURN TO:
LYNNE R. WILSON, ESQUIRE
SHUFFIELD, LOWMAN & WILSON, P.A.
1000 Legion Place, Suite 1000
Orlando, Florida 32801

AGREEMENT NOT TO ENCUMBER OR TRANSFER PROPERTY

As an inducement to BRANCH BANKING AND TRUST COMPANY (hereinafter called "Bank"), to grant credit to the undersigned under a promissory note for the sum of $______________ dated of even date herewith and in consideration thereof, the undersigned, their successors, heirs and assigns (hereinafter called "Borrower"), agrees that until said instrument and any extension or renewal thereof shall have been paid in full, (1) Borrower will pay all taxes, assessments, dues and charges of every kind, imposed or which may be imposed or levied upon their real and personal property prior to the time when any of such taxes, assessments, dues or charges shall become delinquent, and (b) Borrower will not, without the consent in writing of Bank first had and obtained, (1) create or permit any lien or other encumbrances (other than presently existing liens and liens securing the payment of loans and advances made to them by Bank) to exist on their property, real or personal, as described in attached Exhibit A, or (2) transfer, sell, hypothecate, assign or in any manner whatever dispose of the said property, or any interest therein, the following described real property situate in the County of Brevard, State of Florida.

SEE EXHIBIT "A"

It is further agreed and understood that if default be made in the performance of any of the terms hereof, or of any instrument executed by Borrower in connection herewith, or in the payment of any indebtedness or obligation of Borrower now or hereafter owing to Bank, Bank may, at it election, in addition to all other remedies and rights which it may have by law, declare the entire remaining unpaid principal and interest of any such obligations or indebtedness then remaining unpaid to the Bank due and payable forthwith.

It is further agreed and understood that Bank may, in its discretion, and is hereby authorized and permitted by Borrowers to cause this instrument to be recorded at such time and in such places as Bank may, in its discretion, elect.

Signed, sealed and delivered
in the presence of:

_______________________________,
a ________________ corporation

________________________________    By:_____________________________
Print Name:_____________________    Print Name:______________________
                                    Title:____________________________
________________________________
Print Name:_____________________

STATE OF FLORIDA
COUNTY OF ________________

The foregoing instrument was executed, sworn to and acknowledged before me this _________________, 2005, by___________________, as _________________ of _____________________________________, on its behalf.

Personally Known ____________________ OR Produced Identification_______________ Type of Identification Produced:_______________________________________________

$1,000,000.00 August 26, 2005

---------, -----

FOR VALUE RECEIVED, the undersigned, THE GOLDFIELD CORPORATION, a Delaware corporation ("Maker") promises to pay to the order of BRANCH BANKING AND TRUST COMPANY (hereinafter called the "Bank" or, together with any other holder of this note, the "Holder") or order, at its place of business at 6430 North Wickham Road, Melbourne, Florida 32940, or at such other place as the Holder of this Note may designate in writing, the principal sum of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), together with interest thereon at the Interest Rate, in lawful money of the United States, which shall be legal tender in payment of all debts and dues, public and private, at the time of said payment, said principal and interest to be payable as set forth below.

1. INTEREST RATE. The Interest Rate shall equal the adjusted LIBOR Rate, as defined below:

a. Adjusted LIBOR Rate means a rate of interest per annum equal to the sum obtained (rounded upwards, if necessary, to the next higher 1/100th of 1.0%) by adding (i) the One Month LIBOR plus (ii) one and eight one-tenths percent (1.800%) per annum, which shall be adjusted monthly on the first day of each month for each LIBOR Interest Period. If the first day of any month falls on a date when the Bank is closed, the Adjusted LIBOR Rate shall be determined as of the last preceding business day. The Adjusted LIBOR Rate shall be adjusted for any change in the LIBOR Reserve Percentage so that Bank shall receive the same yield. The interest rate shall not exceed a fixed maximum rate of 99.000 % and will not decrease below a minimum rate of 0.00 %.

b. One Month LIBOR means the average rate (rounded upwards, if necessary, to the next higher 1/100th of 1.0%) quoted on Bloomberg Screen MMR2 or page 3750 (or such replacement page) of the Telerate Service on the determination date for deposits in U.S. Dollars offered in the London interbank market for one month, or if the above method for determining LIBOR shall not be available, the rate quoted in The Wall Street Journal, a rate determined by a substitute method of determination agreed on by Borrower and Bank; provided, if such agreement is not reached within a reasonable period of time (in Bank's judgment), a rate reasonably determined by Bank in its sole discretion as a rate being paid, as of the determination date, by first class banking organizations (as determined by Bank) in the London interbank market for U.S. Dollar deposits.

c. LIBOR Advance means the term loan advances made by Bank to Borrower evidenced by this Note upon which the adjusted LIBOR Rate of interest shall apply.

d. LIBOR Interest Period means a period of one calendar month as may be elected by the Borrower applicable to any LIBOR Advance which shall begin on first day of any month notwithstanding the maturity date of this Note; provided, however, that a

LIBOR Interest Period may be less than one calendar month in and only in the calendar month in which the Note originates or matures.

e. LIBOR Reserve Percentage means the maximum aggregate rate at which reserves (including, without limitation, any marginal supplemental or emergency reserves) are required to be maintained under Regulation D by member banks of the Federal Reserve System with respect to dollar funding in the London interbank market. Without limiting the effect of the foregoing, the LIBOR Reserve Percentage shall reflect any other reserves required to be maintained by such member banks by reason of any applicable regulatory change against (i) any category of liability which includes deposits by reference to which the Adjusted LIBOR Rate is to be determined or (ii) any category of extensions of credit or other assets related to LIBOR.

f. Standard Rate means, for any day, a rate per annum (rounded upwards, if necessary to the next higher 1/100th of 1.0%) equal to the Bank's announced Prime Rate, and each change in the Standard Rate shall be effective on the date any change in the Prime Rate is publicly announced as being effective.

g. Application of Adjusted LIBOR Rate. The adjusted LIBOR Rate shall apply to the entire principal balance outstanding of a term loan for any LIBOR Interest Period.

h. Adjusted LIBOR Based Rate Protections.

(i) Inability to Determine Rate. In the event that Bank shall have determined, which determination shall be final, conclusive and binding, that by reason of circumstances occurring after the date of this Note affecting the London interbank market, adequate and fair means do not exist for ascertaining the LIBOR on the basis provided for in this Note, Bank shall give notice (by telephone confirmed in writing or by telecopy) to Borrower of such determination, whereupon (a) no LIBOR Advance shall be made until Bank notifies Borrowers that the circumstances giving rise to such notice no longer exist, and (b) any request by Borrowers for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate.

(ii) Illegality; Impracticability. In the event that Bank shall determine, which determination shall be final, conclusive and binding, that the making, maintaining or continuance of any portion of a LIBOR Advance
(a) has become unlawful as a result of compliance by Bank with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any of the same not having the force of law even though the failure to comply therewith would not be unlawful), or (b) has become impracticable, or would cause Bank material hardship, as a result of contingencies occurring after the date of this Note materially and adversely affect the London interbank market or Bank's ability to make LIBOR Advances generally, then, and in any such event, Bank shall give notice (by telephone confirmed in writing or by telecopy) to Borrower of such determination. Thereafter, (x) the obligation of Bank to make any LIBOR Advances or to convert any portion of the loan to a LIBOR Advance shall be suspended until such notice

shall be withdrawn by Bank, and (y) any request by Borrower for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate.

i. Interest Calculation. All interest shall be computed and charged for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days.

2. MATURITY DATE. August 26, 2006.

3. PAYMENTS. Interest at the Interest Rate on the principal balance of the indebtedness outstanding from time to time shall be payable beginning on September 26, 2005, and shall be payable on the 26th day of each successive month thereafter until the Maturity Date at which time all unpaid principal and interest shall be payable in full.

4. RIGHT TO SETOFF. Holder is given a lien upon and a security interest in all property of the undersigned now or at any time hereafter in the possession of Holder in any capacity whatsoever, including but not limited to any balance or share of any deposit, certificate of deposit, trust or agency account, as security for the payment of this Note and the Holder is hereby authorized to apply, on or after maturity (whether by a acceleration or otherwise) to the payment of this debt any such funds or property in possession of the Holder belonging to each Obligor, in such order of application as Holder may from time to time elect, without advance notice.

5. DEFAULT RATE. This note and all sums due hereunder shall bear interest from the date when due (without any prior notice from Holder to Maker or any Obligor), whether by lapse of time or on acceleration, and also after any judgement which may be entered against any Obligor and in favor of Holder, at the Default Rate (as hereinafter defined) until paid. The Default Rate shall be a rate of interest equal to the Bank's Prime Rate plus 5% per annum.

6. INTEREST LIMITATION. Anything in this note or any other agreements or arrangements with the undersigned in connection with the loan evidenced by this Note to the contrary notwithstanding, in no event shall the amount of interest due hereunder, together with all amounts reserved, charged, or taken by Holder as compensation for fees, services, or expenses incidental to the making, negotiation or collection of the loan evidenced hereby, which are deemed to be interest under applicable law, exceed the maximum rate of interest on the unpaid principal balance hereof allowed from time to time by applicable law. If any sum is collected in excess of the applicable maximum rate of interest, the excess sum collected shall be applied to reduce the principal debt or be refunded to Maker, at Holder's option.

7. CONSENT AND WAIVER. Each Obligor (which term shall mean and include each Borrower, Maker, Guarantor, and all others who may become liable for all or any part of the obligations evidenced and secured hereby), does hereby, jointly and severally: (a) consent to any forbearance or extension of the time or manner of payment hereof and to the release of all or any part of any security held by the Holder to secure payment of this Note and to the subordination of the lien of the mortgage and any other instrument of security securing this Note as to all or any part of the property encumbered thereby, all without notice to or consent of that party; (b) agree that no course of dealing or delay or omission or forbearance on the part of the

Holder in exercising or enforcing any of its rights or remedies hereunder or under any instrument securing this Note shall impair or be prejudicial to any of the Holder's rights and remedies hereunder or to the enforcement hereof and that the Holder may extend, modify or postpone the time and manner of payment and performance of this Note and any instrument securing this Note, may grant forbearances and may release, wholly or partially, any security held by the Holder as security for this Note and release, partially or wholly, any person or party primarily or secondarily liable with respect to this Note, all without notice to or consent by any party primarily or secondarily liable hereunder and without thereby releasing, discharging or diminishing its rights and remedies against any other party primarily or secondarily liable hereunder; (c) waive notice of acceptance of this Note, notice of the occurrence of any default hereunder or under any instrument securing this Note and presentment, demand, protest, notice of dishonor and notice of protest and notices of any and all action at any time taken or omitted by the Holder in connection with this Note or any instrument securing this Note and waives all requirements necessary to hold that party to the liability of that party; (d) waive any "venue privilege" and/or "diversity of citizenship privilege" which they have now or have in the future, and do hereby specifically agree, notwithstanding the provision of any state or federal law to the contrary, that the venue for the enforcement, construction or interpretation of this note shall be the County Court, Circuit Court or Federal Court selected by the Holder hereof and they do hereby specifically waive the right to sue or be sued in the court of any other county in the State of Florida, any court in any other state or country or in any federal court, or in any state or federal administrative tribunal.

8. ATTORNEYS' FEES. All parties liable for the payment of this Note agree to pay the Holder in addition to the principal, premium and interest due and payable hereon, reasonable paralegal fees, attorneys' fees and costs, whether or not an action be brought, for the services of counsel employed after maturity or default to collect this Note or any principal or interest due hereunder, or to protect the security, if any, or enforce the performance of any other agreement contained in this Note or in any instrument of security executed in connection with the loan evidenced hereby, including, but not limited to costs, paralegal fees and attorneys' fees and costs on any trial, or appellate proceedings, or in any proceedings under the United States Bankruptcy Code or in any post judgment proceedings.

9. EVENTS OF DEFAULT. The failure to pay any part of the principal or interest when due on this Note or to fully perform any covenant, obligation or warranty on this or on any other liability to the Bank by any one or more of the undersigned, by any affiliate of the undersigned (as defined in 11USC Section
(101) (2)), or by any guarantor or surety of this Note (said affiliate, guarantor, or surety are herein called Obligor); or if any financial statement or other representation made to the Bank by any of the undersigned or any Obligor shall be found to be materially incorrect or incomplete; or if any of the undersigned shall fail to furnish information to the Bank sufficient to verify the identity of the undersigned as required under the USA Patriot Act; or in the event of a default under any of the Agreements or any other obligation of any of the undersigned or any Obligor; or in the event the Bank demands that the undersigned secure or provide additional security for its obligations under this Note and security deemed adequate and sufficient by the Bank is not given when demanded; or in the event one or more of the undersigned or any Obligor shall die, terminate its existence, allow the appointment of a receiver for any part of its property, make an assignment for the benefit of creditors, or where a proceeding under bankruptcy or insolvency laws is initiated by or against any of the undersigned

or any Obligor; or in the event the Bank should otherwise deem itself, its security interest, or any collateral unsafe or insecure; or should the Bank in good faith believe that the prospect of payment or other performance is impaired; or if there is an attachment, execution, or other judicial seizure of all or any portion of the Borrower's or any Obligor's assets, including an action or proceeding to seize any funds on deposit with the Bank, and such seizure is not discharged within 20 days; or if final judgment for the payment of money shall be rendered against the Borrower or any Obligor which is not covered by insurance or debt cancellation and shall remain undischarged for a period of 30 days unless such judgment or execution thereon is effectively stayed; or the termination of any guaranty agreement given in connection with this Note, then any one of the same shall be a material default hereunder and this Note and other debts due the Bank by any one or more of undersigned shall immediately become due and payable at the option of the Bank without notice or demand of any kind, which are hereby waived. From and after any event of default hereunder, interest shall accrue on the sum of the principal balance and accrued interest then outstanding at the variable rate equal to the Bank's Prime Rate plus 5% per annum ("Default Rate") until such principal and interest have been paid in full, provided that such rate shall not exceed at any time the highest rate of interest permitted by the laws of the State of Florida; and further provided that such rate shall also apply after judgment. In addition, upon default, the Bank may pursue its full legal remedies at law or equity, and the balance due hereunder may be charged against any obligation of the Bank to any party including any Obligor. Bank shall not be obligated to accept any check, money order, or other payment instrument marked "payment in full" on any disputed amount due hereunder, and Bank expressly reserves the right to reject all such payment instruments. Borrower agrees that tender of its check or other payment instrument so marked will not satisfy or discharge its obligation under this Note, disputed or otherwise, even if such check or payment instrument is inadvertently processed by Bank unless in fact such payment is in fact sufficient to pay the amount due hereunder.

10. ACCELERATION. If a default or Event of Default shall occur hereunder and such default shall continue for ten (10) days then at the option of the Holder, the entire principal sum then remaining unpaid together with any premiums and accrued interest shall immediately become due and payable without notice or demand, and said principal and premiums shall bear interest from such date at the highest legal rate permitted by law, from time to time, to be charged by Holder, it being agreed that interest not paid when due shall, at the option of the Holder, draw interest at the rate provided for in this paragraph. Failure to exercise the above options shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. If this Note is payable upon demand, then no terms or provisions contained in this paragraph shall be deemed or interpreted to alter or abrogate the demand nature of this Note or the rights of Holder under a demand instrument.

11. OTHER REMEDIES. If a default or an Event of Default shall occur Holder shall have in addition to its remedies under this Note, Loan Agreement, and/or any other instrument securing or executed in conjunction with the loan evidenced hereby and applicable law all the remedies of a secured party under the Uniform Commercial Code of the State of Florida and, without limiting the generality of the foregoing, Holder shall have the right, at its option, and without notice or demand, to declare the entire amount of this Note remaining unpaid, and all other liabilities selected by Holder, immediately due and payable, less any unearned interest or other charges and any rebates required by law (it being the intention hereof that under no

circumstances shall Holder be entitled to receive at any time any charges not allowed or permitted by law or any interest in excess of the maximum allowed by law); to set off against this Note all money owed by Holder in any capacity to the undersigned or any guarantor hereof, whether or not due; and Holder shall be deemed to have exercised such right of setoff and to have made a charge against any such money immediately upon the occurrence of such default even though such charge is made or entered in the books of Holder subsequent thereto. Upon disposition of any collateral after the occurrence of any default, undersigned shall be and remain liable for any deficiency; and Holder shall account to undersigned for any surplus, but Holder shall have the right to apply all or any part of such surplus (or to hold the same as a reserve) against any and all other liabilities of undersigned to Holder.

12. FLORIDA LAW. This Note is executed under seal and constitutes a contract under the laws of the State of Florida, and shall be enforceable in a Court of competent jurisdiction in that State, regardless of in which State this Note is being executed.

13. HEADINGS. The headings of the paragraphs contained in this Note are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of the parties hereto.

14. DOCUMENTARY STAMPS. Documentary stamps in the amount required by Florida Law have been purchased and affixed to the Mortgage of even date which secures this Note.

15. LATE CHARGE. The undersigned promises to pay to the Holder of this note a "late charge" not to exceed an amount equal to five per cent (5%) of any principal or interest which is not paid within ten (10) days from the due date thereof to cover the extra expense involved in handling delinquent payments. Collection or acceptance by Holder of such late charge shall not constitute a waiver of any remedies of Holder provided herein. When any installment payment is past due for ten (10) or more days, subsequent payments shall first be applied to the past due balance. In addition, the undersigned shall pay to Bank a returned payment fee if the undersigned or any other obligor hereon makes any payment at any time by check or other instrument, or by any electronic means, which is returned to Bank because of nonpayment due to nonsufficient funds.

16. MISCELLANEOUS.

(a) The term "Maker", as used herein, in every instance shall include the Maker's heirs, executors, administrators, successors, legal representatives and assigns, and shall denote the singular and/or plural, the masculine and/or feminine, and natural and/or artificial persons whenever and wherever the context so requires or admits.

(b) This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

All payments made on the indebtedness evidenced by this Note shall be applied first to repayment of monies paid or advanced by Holder on behalf of the Maker in accordance with the

terms of the Mortgage securing this Note, and thereafter shall be applied to payment of accrued interest, and lastly to payment of principal.

In the event there is any conflict in the terms and conditions of this Note and the Loan Agreement and other Loan Documents executed by the Borrower or Guarantors, the terms and conditions of the Loan Agreement, including, but not limited to, the terms and conditions of the paragraph on Notice and Cure Period in the Loan Agreement will prevail.

The interest rate charged under this loan is authorized by Section 687.12, Florida Statutes and by Chapter 655, Florida Statutes and any applicable federal laws or regulations.

The principal balance hereof may be borrowed and re-borrowed from time to time during the term hereof in accordance with the terms of the Loan Agreement but may not exceed at any one time an outstanding principal balance of $1,000,000.00.

PAYMENT IN FULL OF THIS NOTE SHALL NOT RESULT IN ITS TERMINATION AS LONG AS

THE LOAN AGREEMENT IS IN EFFECT.

MAKER AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE INCLUDING BUT NOT LIMITED TO ANY POST JUDGEMENT ACTIONS AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER MAKING THE LOAN OR EXTENSION OF CREDIT EVIDENCED BY THIS NOTE.

Address of Maker:
1684 West Hibiscus Blvd.
Melbourne, Florida 32901        THE GOLDFIELD CORPORATION,
                                a Delaware corporation



                                By: /s/ STEPHEN R. WHERRY
                                    STEPHEN R. WHERRY
                                    Treasurer

TAXPAYER IDENTIFICATION NUMBER:
88-0031580

REVOLVING LINE OF CREDIT
PROMISSORY NOTE

$2,000,000.00 August 26, 2005

-------, ------

FOR VALUE RECEIVED, the undersigned, SOUTHEAST POWER CORPORATION, a Florida corporation ("Maker") promises to pay to the order of BRANCH BANKING AND TRUST COMPANY (hereinafter called the "Bank" or, together with any other holder of this note, the "Holder") or order, at its place of business at 6430 North Wickham Road, Melbourne, Florida 32940, or at such other place as the Holder of this Note may designate in writing, the principal sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00), together with interest thereon at the Interest Rate, in lawful money of the United States, which shall be legal tender in payment of all debts and dues, public and private, at the time of said payment, said principal and interest to be payable as set forth below.

1. INTEREST RATE. The Interest Rate shall equal the adjusted LIBOR Rate, as defined below:

a. Adjusted LIBOR Rate means a rate of interest per annum equal to the sum obtained (rounded upwards, if necessary, to the next higher 1/100th of 1.0%) by adding (i) the One Month LIBOR plus (ii) one and eight one-tenths percent (1.800%) per annum, which shall be adjusted monthly on the first day of each month for each LIBOR Interest Period. If the first day of any month falls on a date when the Bank is closed, the Adjusted LIBOR Rate shall be determined as of the last preceding business day. The Adjusted LIBOR Rate shall be adjusted for any change in the LIBOR Reserve Percentage so that Bank shall receive the same yield. The interest rate shall not exceed a fixed maximum rate of 99.000 % and will not decrease below a minimum rate of 0.00 %.

b. One Month LIBOR means the average rate (rounded upwards, if necessary, to the next higher 1/100th of 1.0%) quoted on Bloomberg Screen MMR2 or page 3750 (or such replacement page) of the Telerate Service on the determination date for deposits in U.S. Dollars offered in the London interbank market for one month, or if the above method for determining LIBOR shall not be available, the rate quoted in The Wall Street Journal, a rate determined by a substitute method of determination agreed on by Borrower and Bank; provided, if such agreement is not reached within a reasonable period of time (in Bank's judgment), a rate reasonably determined by Bank in its sole discretion as a rate being paid, as of the determination date, by first class banking organizations (as determined by Bank) in the London interbank market for U.S. Dollar deposits.

c. LIBOR Advance means the term loan advances made by Bank to Borrower evidenced by this Note upon which the adjusted LIBOR Rate of interest shall apply.

d. LIBOR Interest Period means a period of one calendar month as may be elected by the Borrower applicable to any LIBOR Advance which shall begin on first day of any month notwithstanding the maturity date of this Note; provided, however, that a

LIBOR Interest Period may be less than one calendar month in and only in the calendar month in which the Note originates or matures.

e. LIBOR Reserve Percentage means the maximum aggregate rate at which reserves (including, without limitation, any marginal supplemental or emergency reserves) are required to be maintained under Regulation D by member banks of the Federal Reserve System with respect to dollar funding in the London interbank market. Without limiting the effect of the foregoing, the LIBOR Reserve Percentage shall reflect any other reserves required to be maintained by such member banks by reason of any applicable regulatory change against (i) any category of liability which includes deposits by reference to which the Adjusted LIBOR Rate is to be determined or (ii) any category of extensions of credit or other assets related to LIBOR.

f. Standard Rate means, for any day, a rate per annum (rounded upwards, if necessary to the next higher 1/100th of 1.0%) equal to the Bank's announced Prime Rate, and each change in the Standard Rate shall be effective on the date any change in the Prime Rate is publicly announced as being effective.

g. Application of Adjusted LIBOR Rate. The adjusted LIBOR Rate shall apply to the entire principal balance outstanding of a term loan for any LIBOR Interest Period.

h. Adjusted LIBOR Based Rate Protections.

(i) Inability to Determine Rate. In the event that Bank shall have determined, which determination shall be final, conclusive and binding, that by reason of circumstances occurring after the date of this Note affecting the London interbank market, adequate and fair means do not exist for ascertaining the LIBOR on the basis provided for in this Note, Bank shall give notice (by telephone confirmed in writing or by telecopy) to Borrower of such determination, whereupon (a) no LIBOR Advance shall be made until Bank notifies Borrowers that the circumstances giving rise to such notice no longer exist, and (b) any request by Borrowers for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate.

(ii) Illegality; Impracticability. In the event that Bank shall determine, which determination shall be final, conclusive and binding, that the making, maintaining or continuance of any portion of a LIBOR Advance
(a) has become unlawful as a result of compliance by Bank with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any of the same not having the force of law even though the failure to comply therewith would not be unlawful), or (b) has become impracticable, or would cause Bank material hardship, as a result of contingencies occurring after the date of this Note materially and adversely affect the London interbank market or Bank's ability to make LIBOR Advances generally, then, and in any such event, Bank shall give notice (by telephone confirmed in writing or by telecopy) to Borrower of such determination. Thereafter, (x) the obligation of Bank to make any LIBOR Advances or to convert any portion of the loan to a LIBOR Advance shall be suspended until such notice shall be withdrawn by Bank, and (y) any request by Borrower for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate.

i. Interest Calculation. All interest shall be computed and charged for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days.

2. MATURITY DATE. February 26, 2008.

3. PAYMENTS. Principal plus interest shall be repayable by monthly payments each composed of $72,222.00 principal together with accrued interest at the Interest Rate beginning on September 26, 2005, and payable on the 26th day of each successive month thereafter until the Maturity Date at which time all then unpaid principal and interest shall be payable in full.

4. SECURITY AGREEMENT. As security for the payment of the indebtedness evidenced by this Note ("Liabilities"), the undersigned (among other things) has granted or has caused to be granted to Holder a Security Agreement dated of even date herewith encumbering and conveying personal property therein described. Holder is given a lien upon and a security interest in all property of the undersigned now or at any time hereafter in the possession of Holder in any capacity whatsoever, including but not limited to any balance or share of any deposit, certificate of deposit, trust or agency account, as security for the payment of this Note and the Holder is hereby authorized to apply, on or after maturity (whether by a acceleration or otherwise) to the payment of this debt any such funds or property in possession of the Holder belonging to each Obligor, in such order of application as Holder may from time to time elect, without advance notice.

5. DEFAULT RATE. This note and all sums due hereunder shall bear interest from the date when due (without any prior notice from Holder to Maker or any Obligor), whether by lapse of time or on acceleration, and also after any judgement which may be entered against any Obligor and in favor of Holder, at the Default Rate (as hereinafter defined) until paid. The Default Rate shall be a rate of interest equal to the Bank's Prime Rate plus 5% per annum.

6. INTEREST LIMITATION. Anything in this note or any other agreements or arrangements with the undersigned in connection with the loan evidenced by this Note to the contrary notwithstanding, in no event shall the amount of interest due hereunder, together with all amounts reserved, charged, or taken by Holder as compensation for fees, services, or expenses incidental to the making, negotiation or collection of the loan evidenced hereby, which are deemed to be interest under applicable law, exceed the maximum rate of interest on the unpaid principal balance hereof allowed from time to time by applicable law. If any sum is collected in excess of the applicable maximum rate of interest, the excess sum collected shall be applied to reduce the principal debt or be refunded to Maker, at Holder's option.

7. CONSENT AND WAIVER. Each Obligor (which term shall mean and include each Borrower, Maker, Guarantor, and all others who may become liable for all or any part of the obligations evidenced and secured hereby), does hereby, jointly and severally: (a) consent to any forbearance or extension of the time or manner of payment hereof and to the release of all or any part of any security held by the Holder to secure payment of this Note and to the subordination of the lien of the mortgage and any other instrument of security securing this Note as to all or any part of the property encumbered thereby, all without notice to or consent of that party; (b) agree that no course of dealing or delay or omission or forbearance on the part of the Holder in exercising or enforcing any of its rights or remedies hereunder or under any instrument securing this Note shall impair or be prejudicial to any of the Holder's rights and remedies

hereunder or to the enforcement hereof and that the Holder may extend, modify or postpone the time and manner of payment and performance of this Note and any instrument securing this Note, may grant forbearances and may release, wholly or partially, any security held by the Holder as security for this Note and release, partially or wholly, any person or party primarily or secondarily liable with respect to this Note, all without notice to or consent by any party primarily or secondarily liable hereunder and without thereby releasing, discharging or diminishing its rights and remedies against any other party primarily or secondarily liable hereunder; (c) waive notice of acceptance of this Note, notice of the occurrence of any default hereunder or under any instrument securing this Note and presentment, demand, protest, notice of dishonor and notice of protest and notices of any and all action at any time taken or omitted by the Holder in connection with this Note or any instrument securing this Note and waives all requirements necessary to hold that party to the liability of that party; (d) waive any "venue privilege" and/or "diversity of citizenship privilege" which they have now or have in the future, and do hereby specifically agree, notwithstanding the provision of any state or federal law to the contrary, that the venue for the enforcement, construction or interpretation of this note shall be the County Court, Circuit Court or Federal Court selected by the Holder hereof and they do hereby specifically waive the right to sue or be sued in the court of any other county in the State of Florida, any court in any other state or country or in any federal court, or in any state or federal administrative tribunal.

8. ATTORNEYS' FEES. All parties liable for the payment of this Note agree to pay the Holder in addition to the principal, premium and interest due and payable hereon, reasonable paralegal fees, attorneys' fees and costs, whether or not an action be brought, for the services of counsel employed after maturity or default to collect this Note or any principal or interest due hereunder, or to protect the security, if any, or enforce the performance of any other agreement contained in this Note or in any instrument of security executed in connection with the loan evidenced hereby, including, but not limited to costs, paralegal fees and attorneys' fees and costs on any trial, or appellate proceedings, or in any proceedings under the United States Bankruptcy Code or in any post judgment proceedings.

9. EVENTS OF DEFAULT. The failure to pay any part of the principal or interest when due on this Note or to fully perform any covenant, obligation or warranty on this or on any other liability to the Bank by any one or more of the undersigned, by any affiliate of the undersigned (as defined in 11USC Section
(101) (2)), or by any guarantor or surety of this Note (said affiliate, guarantor, or surety are herein called Obligor); or if any financial statement or other representation made to the Bank by any of the undersigned or any Obligor shall be found to be materially incorrect or incomplete; or if any of the undersigned shall fail to furnish information to the Bank sufficient to verify the identity of the undersigned as required under the USA Patriot Act; or in the event of a default under any of the Agreements or any other obligation of any of the undersigned or any Obligor; or in the event the Bank demands that the undersigned secure or provide additional security for its obligations under this Note and security deemed adequate and sufficient by the Bank is not given when demanded; or in the event one or more of the undersigned or any Obligor shall die, terminate its existence, allow the appointment of a receiver for any part of its property, make an assignment for the benefit of creditors, or where a proceeding under bankruptcy or insolvency laws is initiated by or against any of the undersigned or any Obligor; or in the event the Bank should otherwise deem itself, its security interest, or any collateral unsafe or insecure; or should the Bank in good faith believe that the prospect of payment or other performance is impaired; or if there is an attachment, execution, or other judicial seizure of all or any portion of the Borrower's or any Obligor's assets, including an action or proceeding to seize any funds on deposit with the Bank, and such seizure is not

discharged within 20 days; or if final judgment for the payment of money shall be rendered against the Borrower or any Obligor which is not covered by insurance or debt cancellation and shall remain undischarged for a period of 30 days unless such judgment or execution thereon is effectively stayed; or the termination of any guaranty agreement given in connection with this Note, then any one of the same shall be a material default hereunder and this Note and other debts due the Bank by any one or more of undersigned shall immediately become due and payable at the option of the Bank without notice or demand of any kind, which are hereby waived. From and after any event of default hereunder, interest shall accrue on the sum of the principal balance and accrued interest then outstanding at the variable rate equal to the Bank's Prime Rate plus 5% per annum ("Default Rate") until such principal and interest have been paid in full, provided that such rate shall not exceed at any time the highest rate of interest permitted by the laws of the State of Florida; and further provided that such rate shall also apply after judgment. In addition, upon default, the Bank may pursue its full legal remedies at law or equity, and the balance due hereunder may be charged against any obligation of the Bank to any party including any Obligor. Bank shall not be obligated to accept any check, money order, or other payment instrument marked "payment in full" on any disputed amount due hereunder, and Bank expressly reserves the right to reject all such payment instruments. Borrower agrees that tender of its check or other payment instrument so marked will not satisfy or discharge its obligation under this Note, disputed or otherwise, even if such check or payment instrument is inadvertently processed by Bank unless in fact such payment is in fact sufficient to pay the amount due hereunder.

10. ACCELERATION. If a default or Event of Default shall occur hereunder and such default shall continue for ten (10) days then at the option of the Holder, the entire principal sum then remaining unpaid together with any premiums and accrued interest shall immediately become due and payable without notice or demand, and said principal and premiums shall bear interest from such date at the highest legal rate permitted by law, from time to time, to be charged by Holder, it being agreed that interest not paid when due shall, at the option of the Holder, draw interest at the rate provided for in this paragraph. Failure to exercise the above options shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. If this Note is payable upon demand, then no terms or provisions contained in this paragraph shall be deemed or interpreted to alter or abrogate the demand nature of this Note or the rights of Holder under a demand instrument.

11. OTHER REMEDIES. If a default or an Event of Default shall occur Holder shall have in addition to its remedies under this Note, Loan Agreement, and/or any other instrument securing or executed in conjunction with the loan evidenced hereby and applicable law all the remedies of a secured party under the Uniform Commercial Code of the State of Florida and, without limiting the generality of the foregoing, Holder shall have the right, at its option, and without notice or demand, to declare the entire amount of this Note remaining unpaid, and all other liabilities selected by Holder, immediately due and payable, less any unearned interest or other charges and any rebates required by law (it being the intention hereof that under no circumstances shall Holder be entitled to receive at any time any charges not allowed or permitted by law or any interest in excess of the maximum allowed by law); to set off against this Note all money owed by Holder in any capacity to the undersigned or any guarantor hereof, whether or not due; and Holder shall be deemed to have exercised such right of setoff and to have made a charge against any such money immediately upon the occurrence of such default even though such charge is made or entered in the books of Holder subsequent thereto. Upon disposition of any collateral after the occurrence of any default, undersigned shall be and remain liable for any deficiency; and Holder shall account to undersigned for any surplus, but Holder

shall have the right to apply all or any part of such surplus (or to hold the same as a reserve) against any and all other liabilities of undersigned to Holder.

12. FLORIDA LAW. This Note is executed under seal and constitutes a contract under the laws of the State of Florida, and shall be enforceable in a Court of competent jurisdiction in that State, regardless of in which State this Note is being executed.

13. HEADINGS. The headings of the paragraphs contained in this Note are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of the parties hereto.

14. DOCUMENTARY STAMPS. Documentary stamps in the amount required by Florida Law have been purchased and affixed to the Mortgage of even date which secures this Note.

15. LATE CHARGE. The undersigned promises to pay to the Holder of this note a "late charge" not to exceed an amount equal to five per cent (5%) of any principal or interest which is not paid within ten (10) days from the due date thereof to cover the extra expense involved in handling delinquent payments. Collection or acceptance by Holder of such late charge shall not constitute a waiver of any remedies of Holder provided herein. When any installment payment is past due for ten (10) or more days, subsequent payments shall first be applied to the past due balance. In addition, the undersigned shall pay to Bank a returned payment fee if the undersigned or any other obligor hereon makes any payment at any time by check or other instrument, or by any electronic means, which is returned to Bank because of nonpayment due to nonsufficient funds.

16. MISCELLANEOUS.

(a) The term "Maker", as used herein, in every instance shall include the Maker's heirs, executors, administrators, successors, legal representatives and assigns, and shall denote the singular and/or plural, the masculine and/or feminine, and natural and/or artificial persons whenever and wherever the context so requires or admits.

(b) This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

All payments made on the indebtedness evidenced by this Note shall be applied first to repayment of monies paid or advanced by Holder on behalf of the Maker in accordance with the terms of the Mortgage securing this Note, and thereafter shall be applied to payment of accrued interest, and lastly to payment of principal.

In the event there is any conflict in the terms and conditions of this Note and the Loan Agreement and other Loan Documents executed by the Borrower or Guarantors, the terms and conditions of the Loan Agreement, including, but not limited to, the terms and conditions of the paragraph on Notice and Cure Period in the Loan Agreement will prevail.

The interest rate charged under this loan is authorized by Section 687.12, Florida Statutes and by Chapter 655, Florida Statutes and any applicable federal laws or regulations.

The principal balance hereof may be borrowed and re-borrowed from time to time at the sole discretion of Lender during the term hereof in accordance with the terms of the Loan Agreement but may not exceed at any one time an outstanding principal balance of $2,000,000.00. The Lender and Borrower shall determine any additional monthly principal reductions due for any future principal advances under this Note at the time of said advances.

PAYMENT IN FULL OF THIS NOTE SHALL NOT RESULT IN ITS TERMINATION AS LONG AS

THE LOAN AGREEMENT IS IN EFFECT.

MAKER AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE INCLUDING BUT NOT LIMITED TO ANY POST JUDGEMENT ACTIONS AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER MAKING THE LOAN OR EXTENSION OF CREDIT EVIDENCED BY THIS NOTE.

Address of Maker:
1684 West Hibiscus Blvd.
Melbourne, Florida 32901            SOUTHEAST POWER CORPORATION,
                                    a Florida corporation



                                    By: /s/ STEPHEN R. WHERRY
                                       ----------------------
                                       STEPHEN R. WHERRY
                                       Treasurer

TAXPAYER IDENTIFICATION NUMBER:
59-2262546

REVOLVING LINE OF CREDIT
PROMISSORY NOTE

$6,000,000.00 August 26, 2005

-------, ------

FOR VALUE RECEIVED, the undersigned, THE GOLDFIELD CORPORATION, a Delaware corporation ("Maker") promises to pay to the order of BRANCH BANKING AND TRUST COMPANY (hereinafter called the "Bank" or, together with any other holder of this note, the "Holder") or order, at its place of business at 6430 North Wickham Road, Melbourne, Florida 32940, or at such other place as the Holder of this Note may designate in writing, the principal sum of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00), together with interest thereon at the Interest Rate, in lawful money of the United States, which shall be legal tender in payment of all debts and dues, public and private, at the time of said payment, said principal and interest to be payable as set forth below.

1. INTEREST RATE. The Interest Rate shall equal the adjusted LIBOR Rate, as defined below:

a. Adjusted LIBOR Rate means a rate of interest per annum equal to the sum obtained (rounded upwards, if necessary, to the next higher 1/100th of 1.0%) by adding (i) the One Month LIBOR plus (ii) one and eight one-tenths percent (1.800%) per annum, which shall be adjusted monthly on the first day of each month for each LIBOR Interest Period. If the first day of any month falls on a date when the Bank is closed, the Adjusted LIBOR Rate shall be determined as of the last preceding business day. The Adjusted LIBOR Rate shall be adjusted for any change in the LIBOR Reserve Percentage so that Bank shall receive the same yield. The interest rate shall not exceed a fixed maximum rate of 99.000 % and will not decrease below a minimum rate of 0.00 %.

b. One Month LIBOR means the average rate (rounded upwards, if necessary, to the next higher 1/100th of 1.0%) quoted on Bloomberg Screen MMR2 or page 3750 (or such replacement page) of the Telerate Service on the determination date for deposits in U.S. Dollars offered in the London interbank market for one month, or if the above method for determining LIBOR shall not be available, the rate quoted in The Wall Street Journal, a rate determined by a substitute method of determination agreed on by Borrower and Bank; provided, if such agreement is not reached within a reasonable period of time (in Bank's judgment), a rate reasonably determined by Bank in its sole discretion as a rate being paid, as of the determination date, by first class banking organizations (as determined by Bank) in the London interbank market for U.S. Dollar deposits.

c. LIBOR Advance means the term loan advances made by Bank to Borrower evidenced by this Note upon which the adjusted LIBOR Rate of interest shall apply.

d. LIBOR Interest Period means a period of one calendar month as may be elected by the Borrower applicable to any LIBOR Advance which shall begin on first day of any month notwithstanding the maturity date of this Note; provided, however, that a LIBOR Interest Period may be less than one calendar month in and only in the calendar month in which the Note originates or matures.

e. LIBOR Reserve Percentage means the maximum aggregate rate at which reserves (including, without limitation, any marginal supplemental or emergency reserves) are required to be maintained under Regulation D by member banks of the Federal Reserve System with respect to dollar funding in the London interbank market. Without limiting the effect of the foregoing, the LIBOR Reserve Percentage shall reflect any other reserves required to be maintained by such member banks by reason of any applicable regulatory change against (i) any category of liability which includes deposits by reference to which the Adjusted LIBOR Rate is to be determined or (ii) any category of extensions of credit or other assets related to LIBOR.

f. Standard Rate means, for any day, a rate per annum (rounded upwards, if necessary to the next higher 1/100th of 1.0%) equal to the Bank's announced Prime Rate, and each change in the Standard Rate shall be effective on the date any change in the Prime Rate is publicly announced as being effective.

g. Application of Adjusted LIBOR Rate. The adjusted LIBOR Rate shall apply to the entire principal balance outstanding of a term loan for any LIBOR Interest Period.

h. Adjusted LIBOR Based Rate Protections.

(i) Inability to Determine Rate. In the event that Bank shall have determined, which determination shall be final, conclusive and binding, that by reason of circumstances occurring after the date of this Note affecting the London interbank market, adequate and fair means do not exist for ascertaining the LIBOR on the basis provided for in this Note, Bank shall give notice (by telephone confirmed in writing or by telecopy) to Borrower of such determination, whereupon (a) no LIBOR Advance shall be made until Bank notifies Borrowers that the circumstances giving rise to such notice no longer exist, and (b) any request by Borrowers for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate.

(ii) Illegality; Impracticability. In the event that Bank shall determine, which determination shall be final, conclusive and binding, that the making, maintaining or continuance of any portion of a LIBOR Advance
(a) has become unlawful as a result of compliance by Bank with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any of the same not having the force of law even though the failure to comply therewith would not be unlawful), or (b) has become impracticable, or would cause Bank material hardship, as a result of contingencies occurring after the date of this Note materially and adversely affect the London interbank market or Bank's ability to make LIBOR Advances generally, then, and in any such event, Bank shall give notice (by telephone confirmed in writing or by telecopy) to Borrower of such determination. Thereafter, (x) the obligation of Bank to make any LIBOR Advances or to convert any portion of the loan to a LIBOR Advance shall be suspended until such notice

shall be withdrawn by Bank, and (y) any request by Borrower for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate.

i. Interest Calculation. All interest shall be computed and charged for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days.

2. MATURITY DATE. August 26, 2006.

3. PAYMENTS. Interest at the Interest Rate on the principal balance of the indebtedness outstanding from time to time shall be payable beginning on September 26, 2005, and shall be payable on the 26th day of each successive month thereafter until the Maturity Date at which time all unpaid principal and interest shall be payable in full.

4. RIGHT TO SETOFF. Holder is given a lien upon and a security interest in all property of the undersigned now or at any time hereafter in the possession of Holder in any capacity whatsoever, including but not limited to any balance or share of any deposit, certificate of deposit, trust or agency account, as security for the payment of this Note and the Holder is hereby authorized to apply, on or after maturity (whether by a acceleration or otherwise) to the payment of this debt any such funds or property in possession of the Holder belonging to each Obligor, in such order of application as Holder may from time to time elect, without advance notice.

5. DEFAULT RATE. This note and all sums due hereunder shall bear interest from the date when due (without any prior notice from Holder to Maker or any Obligor), whether by lapse of time or on acceleration, and also after any judgement which may be entered against any Obligor and in favor of Holder, at the Default Rate (as hereinafter defined) until paid. The Default Rate shall be a rate of interest equal to the Bank's Prime Rate plus 5% per annum.

6. INTEREST LIMITATION. Anything in this note or any other agreements or arrangements with the undersigned in connection with the loan evidenced by this Note to the contrary notwithstanding, in no event shall the amount of interest due hereunder, together with all amounts reserved, charged, or taken by Holder as compensation for fees, services, or expenses incidental to the making, negotiation or collection of the loan evidenced hereby, which are deemed to be interest under applicable law, exceed the maximum rate of interest on the unpaid principal balance hereof allowed from time to time by applicable law. If any sum is collected in excess of the applicable maximum rate of interest, the excess sum collected shall be applied to reduce the principal debt or be refunded to Maker, at Holder's option.

7. CONSENT AND WAIVER. Each Obligor (which term shall mean and include each Borrower, Maker, Guarantor, and all others who may become liable for all or any part of the obligations evidenced and secured hereby), does hereby, jointly and severally: (a) consent to any forbearance or extension of the time or manner of payment hereof and to the release of all or any part of any security held by the Holder to secure payment of this Note and to the subordination of the lien of the mortgage and any other instrument of security securing this Note as to all or any part of the property encumbered thereby, all without notice to or consent of that party; (b) agree that no course of dealing or delay or omission or forbearance on the part of the Holder in exercising or enforcing any of its rights or remedies hereunder or under any instrument securing this Note shall impair or be prejudicial to any of the Holder's rights and remedies hereunder or to the enforcement hereof and that the Holder may extend, modify or postpone the

time and manner of payment and performance of this Note and any instrument securing this Note, may grant forbearances and may release, wholly or partially, any security held by the Holder as security for this Note and release, partially or wholly, any person or party primarily or secondarily liable with respect to this Note, all without notice to or consent by any party primarily or secondarily liable hereunder and without thereby releasing, discharging or diminishing its rights and remedies against any other party primarily or secondarily liable hereunder; (c) waive notice of acceptance of this Note, notice of the occurrence of any default hereunder or under any instrument securing this Note and presentment, demand, protest, notice of dishonor and notice of protest and notices of any and all action at any time taken or omitted by the Holder in connection with this Note or any instrument securing this Note and waives all requirements necessary to hold that party to the liability of that party; (d) waive any "venue privilege" and/or "diversity of citizenship privilege" which they have now or have in the future, and do hereby specifically agree, notwithstanding the provision of any state or federal law to the contrary, that the venue for the enforcement, construction or interpretation of this note shall be the County Court, Circuit Court or Federal Court selected by the Holder hereof and they do hereby specifically waive the right to sue or be sued in the court of any other county in the State of Florida, any court in any other state or country or in any federal court, or in any state or federal administrative tribunal.

8. ATTORNEYS' FEES. All parties liable for the payment of this Note agree to pay the Holder in addition to the principal, premium and interest due and payable hereon, reasonable paralegal fees, attorneys' fees and costs, whether or not an action be brought, for the services of counsel employed after maturity or default to collect this Note or any principal or interest due hereunder, or to protect the security, if any, or enforce the performance of any other agreement contained in this Note or in any instrument of security executed in connection with the loan evidenced hereby, including, but not limited to costs, paralegal fees and attorneys' fees and costs on any trial, or appellate proceedings, or in any proceedings under the United States Bankruptcy Code or in any post judgment proceedings.

9. EVENTS OF DEFAULT. The failure to pay any part of the principal or interest when due on this Note or to fully perform any covenant, obligation or warranty on this or on any other liability to the Bank by any one or more of the undersigned, by any affiliate of the undersigned (as defined in 11USC Section
(101) (2)), or by any guarantor or surety of this Note (said affiliate, guarantor, or surety are herein called Obligor); or if any financial statement or other representation made to the Bank by any of the undersigned or any Obligor shall be found to be materially incorrect or incomplete; or if any of the undersigned shall fail to furnish information to the Bank sufficient to verify the identity of the undersigned as required under the USA Patriot Act; or in the event of a default under any of the Agreements or any other obligation of any of the undersigned or any Obligor; or in the event the Bank demands that the undersigned secure or provide additional security for its obligations under this Note and security deemed adequate and sufficient by the Bank is not given when demanded; or in the event one or more of the undersigned or any Obligor shall die, terminate its existence, allow the appointment of a receiver for any part of its property, make an assignment for the benefit of creditors, or where a proceeding under bankruptcy or insolvency laws is initiated by or against any of the undersigned or any Obligor; or in the event the Bank should otherwise deem itself, its security interest, or any collateral unsafe or insecure; or should the Bank in good faith believe that the prospect of payment or other performance is impaired; or if there is an attachment, execution, or other judicial seizure of all or any portion of the Borrower's or any Obligor's assets, including an action or proceeding to seize any funds on deposit with the Bank, and such seizure is not discharged within 20 days; or if final judgment for the payment of money shall be rendered

against the Borrower or any Obligor which is not covered by insurance or debt cancellation and shall remain undischarged for a period of 30 days unless such judgment or execution thereon is effectively stayed; or the termination of any guaranty agreement given in connection with this Note, then any one of the same shall be a material default hereunder and this Note and other debts due the Bank by any one or more of undersigned shall immediately become due and payable at the option of the Bank without notice or demand of any kind, which are hereby waived. From and after any event of default hereunder, interest shall accrue on the sum of the principal balance and accrued interest then outstanding at the variable rate equal to the Bank's Prime Rate plus 5% per annum ("Default Rate") until such principal and interest have been paid in full, provided that such rate shall not exceed at any time the highest rate of interest permitted by the laws of the State of Florida; and further provided that such rate shall also apply after judgment. In addition, upon default, the Bank may pursue its full legal remedies at law or equity, and the balance due hereunder may be charged against any obligation of the Bank to any party including any Obligor. Bank shall not be obligated to accept any check, money order, or other payment instrument marked "payment in full" on any disputed amount due hereunder, and Bank expressly reserves the right to reject all such payment instruments. Borrower agrees that tender of its check or other payment instrument so marked will not satisfy or discharge its obligation under this Note, disputed or otherwise, even if such check or payment instrument is inadvertently processed by Bank unless in fact such payment is in fact sufficient to pay the amount due hereunder.

10. ACCELERATION. If a default or Event of Default shall occur hereunder and such default shall continue for ten (10) days then at the option of the Holder, the entire principal sum then remaining unpaid together with any premiums and accrued interest shall immediately become due and payable without notice or demand, and said principal and premiums shall bear interest from such date at the highest legal rate permitted by law, from time to time, to be charged by Holder, it being agreed that interest not paid when due shall, at the option of the Holder, draw interest at the rate provided for in this paragraph. Failure to exercise the above options shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. If this Note is payable upon demand, then no terms or provisions contained in this paragraph shall be deemed or interpreted to alter or abrogate the demand nature of this Note or the rights of Holder under a demand instrument.

11. OTHER REMEDIES. If a default or an Event of Default shall occur Holder shall have in addition to its remedies under this Note, Loan Agreement, and/or any other instrument securing or executed in conjunction with the loan evidenced hereby and applicable law all the remedies of a secured party under the Uniform Commercial Code of the State of Florida and, without limiting the generality of the foregoing, Holder shall have the right, at its option, and without notice or demand, to declare the entire amount of this Note remaining unpaid, and all other liabilities selected by Holder, immediately due and payable, less any unearned interest or other charges and any rebates required by law (it being the intention hereof that under no circumstances shall Holder be entitled to receive at any time any charges not allowed or permitted by law or any interest in excess of the maximum allowed by law); to set off against this Note all money owed by Holder in any capacity to the undersigned or any guarantor hereof, whether or not due; and Holder shall be deemed to have exercised such right of setoff and to have made a charge against any such money immediately upon the occurrence of such default even though such charge is made or entered in the books of Holder subsequent thereto. Upon disposition of any collateral after the occurrence of any default, undersigned shall be and remain liable for any deficiency; and Holder shall account to undersigned for any surplus, but Holder

shall have the right to apply all or any part of such surplus (or to hold the same as a reserve) against any and all other liabilities of undersigned to Holder.

12. FLORIDA LAW. This Note is executed under seal and constitutes a contract under the laws of the State of Florida, and shall be enforceable in a Court of competent jurisdiction in that State, regardless of in which State this Note is being executed.

13. HEADINGS. The headings of the paragraphs contained in this Note are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of the parties hereto.

14. DOCUMENTARY STAMPS. Documentary stamps in the amount required by Florida Law have been purchased and affixed to the Mortgage of even date which secures this Note.

15. LATE CHARGE. The undersigned promises to pay to the Holder of this note a "late charge" not to exceed an amount equal to five per cent (5%) of any principal or interest which is not paid within ten (10) days from the due date thereof to cover the extra expense involved in handling delinquent payments. Collection or acceptance by Holder of such late charge shall not constitute a waiver of any remedies of Holder provided herein. When any installment payment is past due for ten (10) or more days, subsequent payments shall first be applied to the past due balance. In addition, the undersigned shall pay to Bank a returned payment fee if the undersigned or any other obligor hereon makes any payment at any time by check or other instrument, or by any electronic means, which is returned to Bank because of nonpayment due to nonsufficient funds.

16. MISCELLANEOUS.

(a) The term "Maker", as used herein, in every instance shall include the Maker's heirs, executors, administrators, successors, legal representatives and assigns, and shall denote the singular and/or plural, the masculine and/or feminine, and natural and/or artificial persons whenever and wherever the context so requires or admits.

(b) This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

All payments made on the indebtedness evidenced by this Note shall be applied first to repayment of monies paid or advanced by Holder on behalf of the Maker in accordance with the terms of the Mortgage securing this Note, and thereafter shall be applied to payment of accrued interest, and lastly to payment of principal.

In the event there is any conflict in the terms and conditions of this Note and the Loan Agreement and other Loan Documents executed by the Borrower or Guarantors, the terms and conditions of the Loan Agreement, including, but not limited to, the terms and conditions of the paragraph on Notice and Cure Period in the Loan Agreement will prevail.

The interest rate charged under this loan is authorized by Section 687.12, Florida Statutes and by Chapter 655, Florida Statutes and any applicable federal laws or regulations.

The principal balance hereof may be borrowed and re-borrowed from time to time during the term hereof in accordance with the terms of the Loan Agreement but may not exceed at any one time an outstanding principal balance of $6,000,000.00.

PAYMENT IN FULL OF THIS NOTE SHALL NOT RESULT IN ITS TERMINATION AS LONG AS

THE LOAN AGREEMENT IS IN EFFECT.

MAKER AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE INCLUDING BUT NOT LIMITED TO ANY POST JUDGEMENT ACTIONS AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER MAKING THE LOAN OR EXTENSION OF CREDIT EVIDENCED BY THIS NOTE.

Address of Maker:
1684 West Hibiscus Blvd.
Melbourne, Florida 32901           THE GOLDFIELD CORPORATION,
                                   a Delaware corporation



                                   By: /s/ STEPHEN R. WHERRY
                                      ----------------------
                                      STEPHEN R. WHERRY
                                          Treasurer

TAXPAYER IDENTIFICATION NUMBER:
88-0031580

IN CONSIDERATION of the sum of One Dollar ($1.00), cash in hand paid, and other valuable consideration, as well as for the purpose of seeking to induce BRANCH BANKING AND TRUST COMPANY, having a principal office at 6430 North Wickham Road, Melbourne, Florida 32940 (hereinafter termed the "Bank"), to extend credit to ________________, a ___________ corporation (hereinafter termed the "Principal"), the undersigned (hereinafter termed the "Guarantor") does hereby absolutely and unconditionally guarantee to said Bank and to its endorsers, transferees, successors or assigns of either this guaranty or any of the obligations secured hereunder, the prompt payment and performance, according to their respective terms, of all liabilities (as hereinafter defined) of the Principal to the Bank.

1. The term "Liability" or "Liabilities" as used herein shall include, without limitation, all of the obligations of the Guarantor hereunder, and all liabilities and obligations of Principal to Bank arising from or in connection with a Commitment Letter dated July 18, 2005 between Principal and Bank, and all payment and performance obligations of Principal under the Loan Documents executed pursuant to the Commitment Letter. This guaranty is additional and supplemental to any and all other guaranties heretofore and hereafter executed by any Guarantor for benefit of Bank, whether or not relating to the Liabilities, and shall not supersede or be superseded by any other document or guaranty executed by any Guarantor or any other person or entity for any purpose.

2. The Guarantor waives notice of acceptance of this guaranty and notice of any Liability to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities and any suit or the taking of other action by Bank against and any other notice to any party liable thereon (including the Guarantor).

3. Bank may at any time and from time to time without notice to the Guarantor (except as required by law), without incurring responsibility to the Guarantor, without impairing, releasing or otherwise affecting the obligations of the Guarantor, in whole or in part, and without the endorsement or execution by the Guarantor of any additional consent, waiver or guaranty (a) change the manner, place or terms of payment, and change or extend the time of or renew or alter, any Liability or installment thereof, or any security therefor, and may lend additional monies or extend additional credit to Principal, with or without security, thereby creating new Liabilities, the payment of which shall be guaranteed hereunder, and the guaranty herein made shall apply to the Liabilities as so changed, extended, renewed, increased or otherwise altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities and any offset thereagainst; (c) exercise or refrain from exercising any rights against Principal or others (including the Guarantor) or act or refrain from acting in any other manner; (d) settle or compromise any Liability or any security therefor and may subordinate the payment of all or any part thereof to the payment of any Liability (whether or not due) of Principal to creditors of Principal other than Bank and the Guarantor; and (e) apply

any sums from any sources to any Liability without regard to any Liabilities remaining unpaid.

4. No invalidity, irregularity or unenforceability of all or any part of the Liabilities or of any security therefor shall affect, impair or be a defense to this guaranty, and this guaranty is a primary and absolute obligation of the Guarantor.

5. This guaranty is a continuing one, and all Liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The death or insanity of any Guarantor shall have the effect of a notice of termination only after the Bank has actually received written notice from such Guarantor's legal representative; provided, however, that no notice of such death or insanity shall affect, in any manner, rights arising under this guaranty with respect to Liabilities that shall have been created, contracted, assumed or incurred prior to receipt by Bank of written notice of such death or insanity, or Liabilities that shall have been created, contracted for, assumed or incurred after receipt of such written notice pursuant to any agreement entered into by Bank prior to receipt of such notice, and the estate of such Guarantor shall then remain liable for any such Liabilities, and the sole effect of such notice of such death or insanity shall be to exclude (as to that Guarantor only) from this guaranty Liabilities thereafter arising that are unconnected with Liabilities theretofore arising or transactions theretofore entered into. The obligations of any other Guarantor shall remain unaffected by the death or insanity of any one or more Guarantors.

6. Notwithstanding anything to the contrary contained herein, this guaranty shall stand as and for the Guarantor's guaranty of those certain credits granted by Bank to Principal evidenced by that certain revolving line of credit promissory note of Principal to Bank dated of even date herewith in the original principal amount of _____ MILLION AND NO/100 DOLLARS ($___________) according to the terms thereof, and to all renewals, extensions, and modifications thereof, plus interest thereon, and any disbursements made for the payment of taxes, levies, or insurance on the mortgaged property, and for maintenance, repair, protection, and preservation of the mortgaged property, with interest on such disbursements. Bank, by its acceptance hereof, agrees that upon payment to Bank in full of the herein described indebtedness, this guaranty shall be of no further force and effect.

7. All notices provided to be given to Bank herein shall be sent by registered or certified mail, return receipt requested, to the address shown in the preamble to this agreement.

8. Any and all rights and claims of the Guarantor against Principal or any of its property shall be subordinate and subject in right of payment to the prior payment in full of all Liabilities.

9. Bank at all times, and from time to time, following any material adverse change in the financial condition of any one of the Guarantor shall have the right to require the Guarantor to deliver to Bank, as security for the Liabilities, collateral security, original or additional, satisfactory to Bank.

10. As security for the Liabilities, Bank is hereby given a lien upon, security title to and a security interest in all property of the Guarantor now or at any time hereafter in possession of Bank in any capacity whatsoever, and whether joint or by the entireties, including but not limited to any balance or share of any deposit, account, trust, agency or special account, or items of monies of the Guarantor now or hereafter in the possession or control of or otherwise with Bank, to include all dividends and distributions thereon or other rights in connection therewith, and Bank shall have such right to such property as authorized by law. Without limiting the generality of the foregoing, Bank shall have a prior perfected security interest to secure the Liabilities and may, at any time or from time to time at its option and without notice: (a) appropriate and apply towards the payment of any of the Liabilities the balance of any such account of the Guarantor, and (b) transfer into its own name or that of its nominee any such property in the possession or custody of Bank.

11. The Guarantor shall be in default hereunder upon: (a) non-payment of any Liability when due; (b) failure of Principal or the Guarantor to perform any agreement creating or otherwise affecting any Liability or any provision hereof, or to pay in full, when due, any other obligation of Principal or the Guarantor; (c) the dissolution, death or insanity, termination of existence, insolvency, or business failure of Principal or the Guarantor, appointment of a receiver of any part of the property of Principal or of any material part of the property of Guarantor, assignment for the benefit of creditors or the commencement of any proceedings in bankruptcy or insolvency by Principal or by the Guarantor or the failure to timely contest to or to dismiss within thirty (30) days of filing, any involuntary proceeding seeking the adjudication of Principal, or the Guarantor as bankrupt or insolvent; (d) the entry of a final, unappealable judgment having a material adverse effect against Principal or the Guarantor; (e) the taking of possession of any substantial part of the property of Principal or the Guarantor at the instance of any governmental authority; (f) the merger, consolidation or reorganization of Principal or the Guarantor; (g) the determination by Bank that a material adverse change has occurred in the financial condition of Principal or the Guarantor from the conditions set forth in the most recent financial statement of any such party heretofore furnished to Bank or from the condition of such party as heretofore most recently disclosed to Bank in any manner; or (h) falsity in any material respect of, or any material omission in any representation or statement made to Bank by or on behalf of Principal or the Guarantor in connection with any Liability or other obligation of such parties.

12. Upon the occurrence of any default hereunder, Bank shall have all of the remedies of a creditor and to the extent applicable, of a secured party, under all applicable law. Without limiting the generality of the foregoing, Bank may, at its option and without notice or demand: (a) declare any Liability accelerated and due and payable at once, and (b) take possession of any collateral security wherever located, and sell, resell, assign, transfer and deliver all or any part of said property of Principal or the Guarantor, at any public or private sale, for cash or on credit, and upon any such sale, Bank, unless prohibited by law the provisions of which cannot be waived, may purchase all or any part of said property to be sold, free from and discharged of all trusts, claims, right of redemption and equities of the Principal or Guarantor whatsoever; and (c) set off

against any or all Liabilities or other obligations of the Guarantor all money owed by Bank in any capacity to the Guarantor whether or not due, and also set off against all other Liabilities of Principal or obligations of the Guarantor to Bank all money owed by Bank in any capacity to any Principal or the Guarantor, and Bank shall be deemed to have exercised such right of setoff and to have made a charge against any such money immediately upon the occurrence of such default although made or entered on the books subsequent thereto. Until all of the obligations of Principal to Bank have been paid and performed in full, Guarantor shall have no right of subrogation to Bank against Principal, and Guarantor hereby waives any rights to enforce any remedy which Bank may have against Principal and any rights to participate in any security for the note.

13. Guarantor shall pay all costs of collection and reasonable attorneys' fees, including reasonable attorneys' fees of any suit out of court, in trial, on appeal, in bankruptcy proceedings or otherwise, incurred or paid by Bank in enforcing the payment of any Liability or enforcing or preserving any right or interest of Bank hereunder, including the collection, sale or delivery of any collateral security from time to time pledged hereunder, and after deducting such fees, costs and expenses from the proceeds of sale or collection, Bank may apply any residue to pay any of the Liabilities and the Guarantor shall continue to be liable for any deficiency with interest, which shall remain a Liability.

14. If claim is ever made upon Bank for repayment or recovery of any amount or amounts received by Bank in payment or on account of any of the Liabilities and Bank repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over Bank or any of its property or any settlement or compromise of any such claim effected by Bank with any such claimant (including Principal), then the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any Liability, and the Guarantor shall be and remain liable to Bank hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Bank.

15. Any acknowledgment, new promise, payment of principal or interest, or otherwise, whether by Principal or others (including the Guarantor), with respect to any of the Liabilities shall, if the statute of limitations in favor of the Guarantor against Bank shall have commenced to run, toll the running of such statute of limitations and, if the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations.

16. Bank shall not be bound to take any steps necessary to preserve any rights in any of the property of the Guarantor against prior parties who may be liable in connection therewith, and the Guarantor hereby agrees to take any such steps. Bank may, nevertheless, at any time after and during the continuance of a default (a) take any action it may deem appropriate for the care or preservation of such property or of any rights of the Guarantor or Bank therein; (b) demand, sue for, collect or receive any money or property at any time due, payable or receivable on account of or in exchange

for any property of the Guarantor; (c) compromise and settle with any person liable on such property, or (d) extend the time of payment or otherwise change the terms thereof as to any party liable thereon, all without notice to, without incurring responsibility to, and without affecting any of the obligations of the Guarantor.

17. No delay on the part of Bank in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. No waiver of any of its rights hereunder, and no modification or amendment of this guaranty, shall be deemed to be made by Bank unless the same shall be in writing, duly signed on behalf of Bank, and each such waiver, if any, shall apply only with respect to the specific instance involved, and shall in no way impair the rights of Bank or the obligations of the Guarantor to Bank in any other respect at any other time.

18. Bank shall not be required to proceed first against Principal, or any other person, firm or corporation, whether primarily or secondarily liable, or against any collateral security held by it, before resorting to the Guarantor for payment, and the Guarantor shall not be entitled to assert as a defense to the enforceability of the guaranty set forth herein any defense of Principal with respect to any Liability.

19. Guarantor hereby subordinates any and all indebtedness of Principal now or hereafter owed to Guarantor to all indebtedness of Principal to Bank, and agrees with Bank that Guarantor shall not demand or accept any payment of principal or interest from Principal, shall not claim any offset or other reduction of Guarantor's obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the security described in and encumbered by the security instruments; provided, however, that, if Bank so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for Bank and be paid over to Bank on account of the indebtedness of Principal to Bank, but without reducing or affecting in any manner the Liability of Guarantor under the other provisions of this Guaranty.

20. Each Guarantor warrants and represents to Bank that all financial statements heretofore delivered by said Guarantor to Bank are true and correct in all respects as of the date hereof.

a. Guarantor shall promptly, from time to time, furnish Bank with such financial reports and data as Bank may request.

b. Bank shall have no duty to pass on to Guarantor at any time its knowledge about the financial affairs or condition of Principal or of any other Guarantor of the Liabilities. Guarantor warrants that it has independent means to keep itself informed about these matters.

c. The Bank is hereby authorized to deliver a copy of any financial statements, tax returns or any other information relating to the business operations or financial condition of any Guarantor which may be furnished to it or come to its attention pursuant to the Loan Documents or otherwise, to any regulatory body or agency having jurisdiction over Bank or to any person which shall, or shall have the right

or obligation to, succeed to all or any part of Bank's interest (or any interest) in the Loan Documents.

21. This guaranty may not be changed orally or by implication, and no obligation of Guarantor can be released or waived by Bank or any officer or agent of Bank, except by a writing, signed by a duly authorized officer of Bank. This guaranty shall be irrevocable by Guarantor until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Principal under, by reason of, or pursuant to the note and loan documents have been completely performed.

22. If from any circumstances whatsoever fulfillment of any provisions of this guaranty, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by any applicable usury statute or any other applicable law as of the date hereof, with regard to obligations of like character and amount, then ipso facto the obligation to be fulfilled shall be reduced to the limit of such validity, so that in no event shall any exaction be possible under this guaranty that is in excess of the limit of such validity as of the date hereof, but such obligation shall be fulfilled to the limit of such validity. The provisions of this paragraph shall control over every other provision of this guaranty.

23. The failure of any other person to sign this guaranty shall not release or affect the obligations or liability of the Guarantor. If more than one party executes this Guaranty, the obligations of the Guarantor hereunder shall be joint and several and the term "Guarantor" shall include each as well as all of them. This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute one and the same instrument.

24. The term "Guarantor" wherever used herein shall mean the Guarantor or any one or more of them. Anyone executing this guaranty shall be bound by the terms hereof without regard to execution by anyone else. This guaranty is binding upon the Guarantor, his, their, or its executors, administrators, successors or assigns, and shall inure to the benefit of Bank, its successors, endorsees or assigns. This Guaranty shall in no event be impaired by any change which may arise by reason of the death of Principal or Guarantor, if individuals, or by reason of the dissolution of Principal or Guarantor, if Principal or Guarantor is a corporation or partnership.

25. Notwithstanding anything to the contrary in this guaranty, the Guarantor hereby irrevocably waives all rights it may have at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of the Bank) to seek contribution, indemnification, or any other form of reimbursement from the Principal, or any other person now or hereafter primarily liable for any obligation of the Principal to the Bank, for any disbursement made by the Guarantor under or in connection with this guarantee or otherwise.

26. This agreement has been delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under

applicable law, but if any provision of this agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement. To the extent permitted by applicable law, the Guarantor hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. Guarantor, whether or not a Florida resident, hereby waives any plea or claim of lack of personal jurisdiction or improper venue in any action, suit or proceeding brought upon to enforce this Guaranty or the Liabilities. The Guarantor specifically authorizes any such action to be instituted and prosecuted in any Circuit Court in Florida, or United States District Court of Florida, at the election of Bank, where venue would lie and be proper against any Principal.

27. GUARANTOR AND BANK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK MAKING THE LOAN OR EXTENSION OF CREDIT EVIDENCED BY THIS AGREEMENT.

Signatures on following page

Dated this August _____, 2005.

Signed, sealed and delivered
in the presence of:                       "GUARANTOR"

                                          ____________________________,
                                          a _________ corporation



____________________________________      By:_______________________________
Print Name: ________________________         STEPHEN R. WHERRY
                                             Treasurer
____________________________________
Print Name: ________________________

                                              ________________________________
(SEAL)                                        Signature of Notary Public

                                              ________________________________
                                              Name of Notary Public
                                              (Typed, Printed or stamped)


Personally Known ____________ OR  Produced Identification  _____________________
Type of Identification Produced:  ______________________________________________

SECURITY AGREEMENT

THIS SECURITY AGREEMENT made this August 26, 2005, by SOUTHEAST POWER CORPORATION, a Florida corporation (herein called "Debtor"), having an address of 1684 West Hibiscus Blvd., Melbourne, Florida 32901-2631, in favor of BRANCH BANKING AND TRUST COMPANY (herein, together with its successors and assigns, called "Secured Party"), having an address of 6430 N. Wickham Road, Melbourne, Florida 32940.

In consideration of loans, advances or other financial accommodations made or to be made by Secured Party to Debtor and for other value received by Debtor, the parties hereto, intending to be legally bound, agree as follows:

l. Security Interest. Debtor grants to Secured Party a continuing security interest (the "Security Interest") in all equipment described on Schedule One attached hereto and hereby incorporated herein (the "Collateral").

2. Indebtedness Secured. The borrowing relationship between Debtor and Secured Party is to be a continuing one and is intended to cover numerous types of extensions of credit, loans, overdraft payments, or advances made directly or indirectly to Debtor. Accordingly, this Security Agreement and the Security Interest created hereby secures payment of that certain: (i) revolving line of credit promissory note of Debtor to Secured Party, dated of even date herewith in the original principal amount of $2,000,000.00 and all obligations of any kind owing by Debtor to Secured Party whether now existing or hereafter incurred, direct or indirect, primary or secondary, sole or joint and several, contingent or non-contingent, liquidated or non-liquidated, or otherwise, arising from loans, advances, guaranties, endorsements or otherwise, whether related or unrelated to the purpose of the original extension of credit, whether of the same or a different class as the primary obligation, and whether the obligations are from time to time reduced and thereafter increased or entirely extinguished and new obligations thereafter incurred, including, without limitation, any sums advanced and any expenses or obligations incurred by Secured Party pursuant to this Security Agreement (including attorneys' fees and costs as provided herein) or any other agreement concerning, evidencing or securing obligations of Debtor to Secured Party, and any liabilities of Debtor to Secured Party arising from any source whatsoever and all extensions, renewals and modifications thereof (collectively, the "Indebtedness").

3. Representations and Warranties of Debtor. Debtor represents and warrants and so long as this Security Agreement continues in force as provided in paragraph 7 hereof shall be deemed continuously to represent and warrant that:

(a) Debtor is the sole and absolute owner of the Collateral free of all security interests and other encumbrances or claims whatsoever except the Security Interest.

(b) Debtor is authorized to enter into this Security Agreement and into the transactions evidenced by the Collateral.

(c) The Collateral is used or bought for use primarily for business purposes.

(d) If the Collateral is or will become a fixture, it will be affixed to real property located at 1684 West Hibiscus Blvd., Melbourne, Florida 32901-2631.

(e) By virtue of this Security Agreement and the perfection of the Security Interest as provided in paragraph 1 hereof, Secured Party has a valid, enforceable, perfected and first priority security interest in the Collateral.

4. General Covenants of Debtor. So long as this Security Agreement continues in force as provided in paragraph 7 hereof, Debtor: (a) will defend the Collateral against the claims and demands of all other persons at any time claiming the same; keep the Collateral free from all security interests or other encumbrances or claims whatsoever except the Security Interest and will not sell, transfer, assign, deliver or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party; (b) will not without the prior written consent of Secured Party create in favor of anyone other than Secured Party a security interest in any of the Collateral;
(c) will keep the Collateral at the addresses specified in 3(d) above until Secured Party is notified in writing of any change in its location within the State of Florida but Debtor will not remove the Collateral from the State of Florida or change the location of Debtor's chief executive offices without the prior written consent of Secured Party, will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above, and will permit Secured Party or its agents to inspect the Collateral at any time, wherever located; (d) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Security Agreement, of any applicable statute, regulation or ordinance or of any policy of insurance insuring the Collateral; (e) will notify Secured Party promptly in writing of any change in Debtor's address, name or identity specified above, of any change in the location or of any additional locations at which the Collateral is kept and of any change in the address at which records concerning the Collateral are kept; (f) in connection herewith will execute and deliver to Secured Party such financing statements and other documents, pay all costs of title searches and filing financing statements and other documents in all public offices requested by Secured Party and take such other action as Secured Party may deem necessary

or advisable to perfect the Security Interest created by this Security Agreement; (g) will pay or cause to be paid all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral or against any note or other instrument evidencing the Indebtedness; (h) will keep the Collateral insured in amounts not less than the full insurable value thereof for the benefit of Secured Party (to whom loss shall be payable by New York Standard or Union Standard endorsements), in such companies and against such risks as may be satisfactory to or required by Secured Party (and each policy shall specifically provide that it may not be cancelled or modified adversely to the interests of Secured Party without 30 days prior written notice to Secured Party), pay the cost of all such insurance, and deliver certificates evidencing such insurance to Secured Party, and Debtor assign to Secured Party all right to receive proceeds of such insurance; (i) will prevent the Collateral or any part thereof from being or becoming an accession to other goods not covered by this Security Agreement; (j) unless the Collateral is specified in paragraph 3(d) as a fixture, will prevent the Collateral or any part of the Collateral from being or becoming a fixture; and (k) if any certificate of title may be issued with respect to any of the Collateral, Debtor will cause the Security Interest granted hereunder to Secured Party to be properly noted on the certificate and will deliver the original certificate to Secured Party.

5. Default. (a) Any of the following events or conditions shall constitute an event of default ("Event of Default") hereunder: (i) non-payment when due whether by acceleration or otherwise of the principal of, or interest on any Indebtedness, time being of the essence, or failure of any Obligor (which term shall mean and include each Debtor and any endorser, surety, guarantor or other party liable for payment of, or pledging collateral as security for, any Indebtedness) to pay any sum due under any note or other instrument evidencing the Indebtedness; (ii) failure by any Obligor to perform any obligations under this Security Agreement or any other agreement between any Obligor and Secured Party; (iii) filing of any petition under the Bankruptcy Code, or any similar federal or state statute, by or against any Obligor, or the insolvency of any Obligor; (iv) making a general assignment by any Obligor for the benefit of creditors, appointment of or taking possession by a receiver, trustee, custodian or similar official for any Obligor or for any assets of any such Obligor, or institution by or against any Obligor of any kind of insolvency proceedings or any proceeding for the dissolution or liquidation of any Obligor or transfer of a substantial part of the property of any Obligor; (v) material falsity in any certificate, statement, representation, warranty or audit at any time furnished to Secured Party by or on behalf of any Obligor, pursuant to or in connection with this Security Agreement or otherwise (including warranties in this Security Agreement) and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in any facts disclosed by any certificate, statement, representation, warranty, or audit furnished to Secured Party; (vi) issuing of any writ of attachment or writ of garnishment, or filing of any lien, against the Collateral or the property of any Obligor; (vii) taking of possession of the Collateral or of any substantial part of the property of any Obligor at the instance of any governmental authority; (viii) dissolution, merger, consolidation or reorganization of any Obligor; (ix) assignment or sale by Debtor of any equity in any of the Collateral without the prior written consent of Secured Party; (x) cancellation of any guaranty with respect to any Indebtedness without the prior written consent of Secured Party.

(b) Secured Party may declare all or part of the Indebtedness to be immediately due and payable without notice or demand upon the happening of any Event of Default or if the Secured Party deems itself insecure. This paragraph is not intended to affect any rights of Secured Party with respect to any Indebtedness which may now or hereafter be payable on demand.

(c) Upon the happening of any Event of Default, Secured Party's rights and remedies with respect to the Collateral shall be those of a secured party under the Uniform Commercial Code and any other applicable law from time to time in effect. Secured Party shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between Debtor and Secured Party. If requested by Secured Party, the Debtor, at its expense, will assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party.

(d) Debtor agree that any notice by Secured Party of the sale or disposition of the Collateral or any other intended action hereunder, whether required by the Uniform Commercial Code or otherwise, shall constitute reasonable notice to Debtor if the notice is mailed by regular or certified mail, postage prepaid, at least five days before the action to Debtor's address as specified in this Security Agreement or to any other address which Debtor has specified in writing to Secured Party as the address to which notices shall be given to Debtor.

(e) Debtor jointly and severally, shall pay all costs and expenses incurred by the Secured Party in enforcing this Security Agreement, realizing upon any Collateral and collecting any Indebtedness, including reasonable attorneys' fees whether suit is brought or not and whether incurred in connection with collection, trial, appeal, Bankruptcy or otherwise, all of which costs and expenses shall be secured hereby, and shall be liable for any deficiencies in the event the proceeds of disposition of the Collateral do not satisfy the Indebtedness in full. All such proceeds shall be applied without marshalling of assets (i) first to the expenses of retaking and preparing the Collateral for sale, including expenses of sale, (ii) next to other costs and attorneys' fees incurred by Secured Party in exercising its rights and remedies under this Security

Agreement, and (iii) finally to the payment of interest and/or principal due on the Indebtedness, in such order and to such Indebtedness as Secured Party may determine.

6. Miscellaneous. (a) Debtor authorizes Secured Party without notice to Debtor and without affecting Debtor's obligations hereunder from time to time
(i) to renew, extend, increase, accelerate or otherwise change the time for payment of the principal of or the interest on the Indebtedness or any part thereof; (ii) to take from any party and hold collateral (other than the Collateral) for the payment of the Indebtedness or any part thereof and to exchange, enforce or release such collateral or the Collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness or any part thereof and to release or substitute any such endorser or guarantor, or any party who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof or any party in any way obligated to pay the Indebtedness or any part thereof; and (iv) to waive or fail to enforce any of Secured Party's rights against Debtor or any such collateral or the Collateral; and (v) upon the occurrence of any Event of Default to direct the order or manner of the disposition of the Collateral and any other collateral and the enforcement of any endorsements and guaranties relating to the Indebtedness or any part thereof as Secured Party in its sole discretion may determine.

(b) Debtor authorize Secured Party at Debtor's expense to file any financing statement or statements relating to the Collateral (without Debtor's signature thereon) which Secured Party deems appropriate, and Debtor irrevocably appoint Secured Party as Debtor's attorney-in-fact to execute any such financing statement or statements in Debtor's name and to perform all other acts which Secured Party deems appropriate to perfect and to continue perfection of the Security Interest. At the option of Secured Party, this Security Agreement, or a photocopy thereof, shall be deemed to be a financing statement authorized to be filed in such jurisdictions where such filing will be given effect.

(c) Debtor hereby irrevocably consent to any act by Secured Party or its agents in entering upon any premises for the purpose of either (1) inspecting the Collateral or (2) taking possession of the Collateral after any Event of Default; and Debtor hereby waives its right to assert against Secured Party or its agents any claim based upon trespass or any similar cause of action for entering upon any premises where the Collateral may be located.

(d) Before or after any Event of Default Secured Party may notify any party obligated to pay proceeds of the existence of the Security Interest and may also direct them to make payments of all proceeds to Secured Party.

(e) Secured Party may demand, collect and sue for all proceeds (either in Debtor's name or Secured Party's name at the latter's option) with the right to enforce, compromise, settle or discharge any proceeds.

(f) Debtor authorize Secured Party to collect and apply against the Indebtedness any refund of insurance premiums or any insurance proceeds payable on account of the loss of or damage to any of the Collateral and irrevocably appoints Secured Party as Debtor's attorney-in-fact to adjust and settle any insurance claim relating to the Collateral and to endorse any check or draft representing insurance proceeds.

(g) (i) As further security for the Indebtedness, Debtor grants to Secured Party a security interest in all property of the Debtor now or at any time hereafter in the possession of Secured Party in any capacity whatsoever, including, but not limited to, any balance or share of any deposit, trust or agency account; and with respect to all of such property, Secured Party shall have the same rights as it has with respect to the Collateral. (ii) Without limiting any other right of Secured Party, whenever Secured Party has the right to declare any Indebtedness to be immediately due and payable (whether or not it has so declared), Secured Party may set off against the Indebtedness all monies then owed to Debtor by Secured Party in any capacity whether due or not and Secured Party shall be deemed to have exercised its right of set off immediately at the time its right to such election accrues.

(h) Upon Debtor's failure to perform any of its duties hereunder Secured Party may, but it shall not be obligated to, perform any of such duties and Debtor jointly and severally, shall forthwith upon demand reimburse Secured Party for any expense incurred by Secured Party in doing so, together with interest thereon at the highest rate permitted by applicable law.

(i) No delay or omission by Secured Party in exercising any right hereunder or with respect to any Indebtedness shall operate as a waiver of that or any other right, and no single or partial exercise of any right shall preclude Secured Party from any other or future exercise of the right or the exercise of any other right or remedy. Secured Party may cure any Event of Default by Debtor in any reasonable manner without waiving the Event of Default so cured and without waiving any other prior or subsequent Event of Default by Debtor. All rights and remedies of Secured Party under this Security Agreement and under the Uniform Commercial Code shall be deemed cumulative.

(j) Secured Party shall have no obligation to take and Debtor shall have the sole responsibility for taking any steps to preserve rights against all prior parties to any instrument or

chattel paper in Secured Party's possession as proceeds of the Collateral. Debtor waives notice of dishonor and protest of any instrument constituting Collateral at any time held by Secured Party on which the Debtor is in any way liable and waives notice of any other action by Secured Party.

(k) The rights and benefits of Secured Party under this Security Agreement shall, if Secured Party agrees, inure to any party acquiring an interest in the Indebtedness or any part thereof. Secured Party may from time to time honor drafts or otherwise advance funds to permit Debtor to purchase additional equipment. Any equipment purchased with such funds shall become part of the Collateral. Secured Party may from time to time furnish Debtor with memoranda or wholesale ledger sheets describing equipment for which it has advanced funds. All inventory so described shall conclusively be deemed part of the Collateral unless Debtor notifies Secured Party within five days of items which are not properly part of the Collateral. Memoranda or wholesale ledger sheets may be furnished to Debtor in the same manner as other notices under paragraph 8(d) of this Security Agreement.

(l) The terms "Secured Party" and "Debtor" as used in this Security Agreement include the heirs, personal representatives, and successors or assigns of those parties. The terms "inventory", "accounts", "general intangibles" and "chattel paper" as used in this Security Agreement shall have the meanings given to such terms in the Florida Uniform Commercial Code. Whenever used herein, the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders.

(m) If more than one Debtor executes this Security Agreement, the terms "Debtor" includes each of the Debtors, as well as all of them, and their obligations under this Security Agreement shall be joint and several.

(n) This Security Agreement is a continuing agreement which shall remain in force until it is marked "Cancelled" and returned to Debtor by Secured Party upon payment in full of all Indebtedness (and no further right on the part of the Debtor to obtain any advances or other disbursements from Secured Party) and, until such time, this Security Agreement shall continue to secure all of the Indebtedness and any extensions, renewals or modifications of the Indebtedness.

(o) This Security Agreement shall be construed under and governed by the Florida Uniform Commercial Code and any other applicable Florida laws in effect from time to time.

(p) This Security Agreement constitutes the complete agreement of the parties in regard to the matters set forth herein and this Security Agreement may not be modified or amended and no provision hereof shall be waived except by a writing signed by the party to be charged with such modification, amendment or waiver.

7. Waiver. The Debtor hereby waives any rights Debtor may have to notice and a hearing before possession or sale of Collateral is effected by Secured Party by self-help, replevin, attachment or otherwise. Debtor further waives any right to a trial by jury in any civil action arising out of, or based upon, this Security Agreement or the Collateral.

8. Waiver of Venue and Jurisdiction. Debtor, whether or not a Florida resident, hereby waives any plea or claim of lack of personal jurisdiction or improper venue in any action, suit or proceeding brought upon to enforce this Security Agreement or the Debtor's obligations and liabilities hereunder. The Debtor specifically authorize any such action to be instituted and prosecuted in any Circuit Court in Florida, or United States District Court of Florida, at the election of Secured Party, where venue would lie and be proper against any Debtor.

9. Waiver of Jury Trial. SECURED PARTY AND DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS HYPOTHECATION SECURITY AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTY ENTERING INTO THIS AGREEMENT.

Signatures on following page

IN WITNESS WHEREOF, Debtor have duly executed this Security Agreement as of the date first above written.

Signed, sealed and delivered
in the presence of:                         "BORROWER"

                                            SOUTHEAST POWER CORPORATION,
                                             a Florida corporation




 /s/ BARRY FORBES                           By:   /s/ STEPHEN R. WHERRY
------------------------------------             ----------------------
Print Name: BARRY FORBES                           STEPHEN R. WHERRY
            ------------------------
Witness                                            Treasurer

 /s/ KATHLEEN LOWRY
Print Name: KATHLEEN LOWRY
Witness

"LENDER"

BRANCH BANKING AND TRUST COMPANY

  /s/ STEPHEN R. WHERRY                     By:  /s/ BARRY FORBES
 -----------------------                        -----------------
Print Name: STEPHEN R. WHERRY                      BARRY FORBES
           -------------------------
Witness                                            Senior Vice President

/s/ KATHLEEN LOWRY
------------------------------------
Print Name: KATHLEEN LOWRY
            ------------------------
Witness