WHEREAS, on or about January 23, 2002, TRAYTON MCCUNE, as Mortgagor, executed and delivered to CITY OF STILLWATER, a Second Mortgage covering the following described real property, to-wit:

The West Fifteen and one-half (15 1/2) feet of Lot Three (3) and all of Lots Four (4) and Five (5), in Block Two (2), of WEAVER ADDITION to the City of Stillwater, Payne County, State of Oklahoma, according to the recorded plat thereof.

which Second Mortgage was recorded on January 23, 2002 in Book 1341, page 357-358, in the original amount of $3,500.00, and

WHEREAS, Mortgagor, desiring to refinance the First Mortgage on the above described real property, and,

WHEREAS, the undersigned has consented to the refinance of the First Mortgage on the real property and has further agreed to subordinate its above described Second Mortgage to the proposed mortgage to be executed by TRAYTON MCCUNE, in favor of STILLWATER NATIONAL BANK AND TRUST COMPANY, in an amount not to exceed $54,150.00.

NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable considerations, receipt of which is hereby acknowledged, the undersigned does hereby covenant(s) and agree(s) as follows:

1. That the Second lien of the undersigned's Mortgage recorded in Book 1341, page 357-358, of the public records of Payne County, Oklahoma, be and is hereby subordinated to the proposed mortgage to be executed by TRAYTON MCCUNE, in favor of STILLWATER NATIONAL BANK AND TRUST COMPANY, in an amount not to exceed $54,150.00, the proceeds of which are to be used to discharge and pay in full and existing first mortgage on the above described real property recorded in Book 1341, page 341-355, to the same extent as if the said proposed mortgage in favor of STILLWATER NATIONAL BANK AND TRUST COMPANY had been executed and filed of record prior to the undersigned's second mortgage above described.

IT WITNESS WHEREOF, the undersigned has executed this Subordination Agreement this ________ day of June, 2003.

Attest: CITY OF STILLWATER

By: ___________________________ By: ___________________________

__________________, City Clerk __________________, Mayor

Before me, the undersigned, a Notary Public in and for this State on this _______ day of April, 2003, personally appeared _________________, Mayor, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of the City of Stillwater for the uses and purposes therein set forth.

______________________________

NOTARY PUBLIC

My Commission Expires:

_____________________

SW03053951