Exhibit
      10.10

     

    AGREEMENT
      AND FOURTH AMENDMENT

    TO
      CREDIT AGREEMENT

    


    This
      Agreement and Fourth Amendment to Credit Agreement (this “Amendment”)
      dated
      as of May 7, 2007 between SANDERS MORRIS HARRIS GROUP INC. (the “Borrower”),
      a
      Texas corporation, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the
“Lender”),
      a
      national banking association;

    


    WITNESSETH:

    


    WHEREAS,
      the Borrower and the Lender executed and delivered that certain Credit Agreement
      (as heretofore amended and supplemented, the “Credit
      Agreement”)
      dated
      as of May 9, 2005; and

    


    WHEREAS,
      the Borrower and the Lender now desire to (a) extend the Termination Date to
      May
      31, 2008; (b) correct a scrivener’s error with respect to the fee for Letters of
      Credit, and (c) update the list of the Borrower’s Subsidiaries;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements,
      representations and warranties herein set forth, and for other good and valuable
      consideration, the receipt and sufficiency of which are acknowledged, the
      Borrower and the Lender do hereby agree as follows:

     

    The
      following definition contained in Section 1.1 of the Credit Agreement is hereby
      amended to provide as follows:

     

    Termination
      Date
      means
      the earlier of (a) May 31, 2008 or (b) the date specified by the Lender in
      accordance with Section
      7.1(3).

     

    Due
      to a
      scrivener’s error, the formula for the calculation of Letter of Credit fees was
      misstated in the Credit Agreement. Effective as of May 9, 2005, the second
      sentence of Section 2.2(a) of the Credit Agreement is hereby amended to read
      in
      its entirety as follows:

     

    In
      consideration for the issuance of each Letter of Credit, the Borrower agrees
      to
      pay the Lender (1) a letter of credit fee equal to the greater of $500 or 1%
      per
      annum of the face amount of such Letter of Credit for its term, paid as a
      condition to the issuance of such Letter of Credit, and (2) the usual and
      customary fees of the Lender for each amendment and wire advice of and drawing
      under such Letter of Credit.

    


     Appendix.
      Appendix I to the Credit Agreement is hereby deleted, and there is hereby
      substituted therefor a new Appendix I, which shall be identical to Appendix
      I.

     

     Conditions.
      This
      Amendment shall not become effective until the Borrower shall have delivered
      to
      the Lender such documents and information as the Lender shall reasonably
      request;

     

     Representations
      True; No Default.
      The
      Borrower represents and warrants that the representations and warranties
      contained in the Credit Documents are true and correct in all material respects
      on and as of the date hereof as though made on and as of such date. The Borrower
      hereby certifies that no event has occurred and is continuing which constitutes
      a Default or an Event of Default.

     

     Ratification.
      Except
      as expressly amended hereby, the Credit Documents shall remain in full force
      and
      effect. The Credit Agreement, as hereby amended, and all rights and powers
      created thereby or thereunder and under the other Credit Documents are in all
      respects ratified and confirmed and remain in full force and
      effect.

     

     Definitions
      and References.
      Any
      term used herein which is defined in the Credit Agreement shall have the meaning
      therein ascribed to it. The terms “Agreement” and “Credit Agreement” as used in
      the Credit Documents or any other instrument, document or writing furnished
      to
      the Lender by the Borrower and referring to the Credit Agreement shall mean
      the
      Credit Agreement as hereby amended.

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    Expenses;
      Additional Information.
      The
      Borrower shall pay to the Lender all expenses incurred in connection with the
      execution of this Amendment. The Borrower shall furnish to the Lender all such
      other documents, consents and information relating to the Borrower as the Lender
      may reasonably require.

     

    Miscellaneous.
      This
      Amendment (a) is a Credit Document and (b) may be executed in several
      counterparts, and by the parties hereto on separate counterparts, and each
      counterpart, when so executed and delivered, shall constitute an original
      agreement, and all such separate counterparts shall constitute but one and
      the
      same agreement. 

     

    THE
      CREDIT DOCUMENTS (INCLUDING THIS AMENDMENT) REPRESENT THE FINAL AGREEMENT OF
      THE
      PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
      SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

    


    THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     

    IN
      WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment to
      be
      signed by their respective duly authorized officers, effective as of the date
      first above written.

    
      	 	 	 
	 	
              SANDERS
                MORRIS HARRIS GROUP INC.,

              a
                Texas corporation

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Ben T. Morris    
	 	Name:  	
              
 Ben
              T. Morris     
	 	Title:	Chief Executive Officer


    

     

    
      
        	 	 	 
	 	
                
                  JPMORGAN
                    CHASE BANK, NATIONAL ASSOCIATION, 

                  a
                    national banking association

                

              
	 
 	 
 	 
 
	
              	By:  	/s/
                Kevin K. Rech    
	 	Name:  	
                
Kevin
                K. Rech  
	 	Title:	Sr.
                Vice Pres.


      

       

    

    Appendix
      I - Subsidiaries