Exhibit 10.6




MODIFICATION,
RENEWAL AND EXTENSION AGREEMENT






NOTICE
OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE
ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST
IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.




THE
      STATE OF TEXAS
            §§COUNTY
      OF HARRIS
            §




WHEREAS, The
Mint Leasing, Inc., 323 N. Loop W., Houston, Texas 77008 (referred to as
“Maker” and also as “Grantor”, whether one or more), is legally obligated to pay
the unpaid principal balance of that certain Promissory Note Revolving Line of Credit (the
“Promissory Note”) dated February 16,
2007, in the original principal amount of Thirty Million and No/100 Dollars
($30,000,000.00), executed by Maker, payable to the order of Sterling
Bank, 2550 North Loop West, Suite 600, Houston, Harris County, Texas
77092(“Payee”), and as more fully described in and secured by the liens
evidenced by the following:




(a)
              This
      note is secured by a security interest created in a security agreement and
      Uniform Commercial Code - Financing Statement - UCC 1 of even date
      herewith from Maker to Payee that covers such personal property and other
      property as described therein , including but not limited to all Eligible
      Leases, as defined in the Loan Agreement between Maker and Payee and the
      vehicles leased pursuant to the Eligible Leases
    (“Property”);(b)
              Guaranties
      of Jerry Parish and Victor Garcia
      (“Guarantor” and/or “Guarantors”); and(c)
              Assignment
      of life insurance policies in the amount of $1,000,000.00 each, on the lives of Jerry Parish and Victor Garcia, in favor
      of Payee;




the
Promissory Note being secured by the liens therein created or mentioned against
the property described therein or herein (the “Property”). Maker and Grantor
hereby expressly acknowledge, renew, extend and recognize the validity of the
liens (said liens and security interests being hereinafter collectively referred
to as the "Liens") against the Property and agree that the Property secures the
indebtedness evidenced hereby;




WHEREAS, Maker has requested a modification,
renewal, extension and increase of the Promissory Note so as to increase, extend
and renew the Promissory Note and to extend and carry forward all of the
aforementioned Liens on the Property, together with all other liens and security
interest, now in effect or promised hereby, securing the payment of the
Promissory Note;





WHEREAS , it is expressly agreed that the
Promissory Note evidences a revolving line of credit, the maximum principal
amount of which was Thirty Million and No/100
Dollars ($30,000,000.00) and by the Modification, Renewal and Extension Agreement
dated May 15 , 2008, increased to Thirty ThreeMillion and No/100 Dollars
($33,000,000.00) and renewed and extended by the Modification, Renewal and Extension Agreement
dated September 2 , 2008 and additionally
renewed and extended by the Modification,
Renewal and Extension Agreement dated December 2, 2008 and by the terms hereof is
renewed and extended in the principal amount of Thirty Three Million and No/100 Dollar
($33,000,000.00); the amount of any advance and paymentsrecorded by Payee
are maintained on a schedule and shall be binding upon Maker as to the amount
owed by Maker. There shall be no further advances pursuant to the Promissory
Note.




WHEREAS, Payee, the legal owner and holder of
the Promissory Note and the Liens, in consideration of these premises and at the
request of Maker and Grantor has agreed to modify, renew and/or extend the
Promissory Note (the Promissory Note, as hereinafter modified, renewed and/or
extended, being also referred to as the “Note”) as hereinafter
provided;




NOW, THEREFORE, in consideration of the
increase, modification and renewal of the Promissory Note as hereinafter set
forth, the Maker hereby renews the Promissory Note and promises to pay to the
order of the Payee at its banking house in the City of Houston, Harris County,
Texas, in lawful money of the United States of America, the advanced and unpaid
principal amount of the Note, together with interest on the unpaid principal
balance hereof from time to time outstanding until maturity at the Prime Rate (floating ), plus one and one half percent (1.50%) per annum, which shall be
adjusted daily to the rate in effect, however the Stated Rate (as defined
herein), shall never be less that five and
one-quarter percent (5.25%) per
annum. The term “Prime Rate”, as used herein, shall mean the prime rate as
published in The Wall Street Journal’s “Money Rates” table. If multiple prime
rates are quoted in the table, then the average of such rates will be the Prime
Rate. In the event that the prime rate is no longer published in the “Money
Rates” table, then Payee will choose a substitute Prime Rate which is based upon
comparable information; provided, however, that the rate of interest shall never
exceed the maximum permitted by law. Any change in interest rate resulting from
a change in the Prime Rate shall be effective at the beginning of the business
day on which such change in the Prime Rate becomes effective. Interest shall be
due and payable monthly as it accrues; matured unpaid principal and earned
unpaid interest shall bear interest at the lesser of eighteen percent (18%) per
annum or Highest Lawful Rate, from date of maturity until paid.




The rate
from time to time in effect is herein referred to as the “Stated Rate”; provided
, however, in no event shall interest on this Promissory Note Revolving Line of
Credit (“Note”) ever be charged or paid at a rate greater than the maximum non
-usurious rate permitted by applicable federal or Texas law from time to time in
effect, whichever shall permit the higher lawful rate (the “Highest Lawful
Rate”).




If at any
time or times the Stated Rate would exceed the Highest Lawful Rate but for the
limitation set forth above, the rate of interest to accrue on the unpaid
principal balance of the Note during all such times shall be limited to the
Highest Lawful Rate, but any subsequent reduction in the Stated Rate due to
reductions in the Prime Rate shall not become effective to reduce the interest
rate payable below the Highest Lawful Rate until the total amount of interest
accrued on the unpaid balance of the Note equals the total amount of interest
which would have accrued if the Stated Rate had at all times been in
effect.


-2-


Interest
shall be computed on the basis of the actual number of days elapsed in a year
composed of 360 days; however, if such computation would cause the Stated Rate
to exceed the Highest Lawful Rate, interest shall be computed on the basis of a
year composed of 365 or 366 days, as the case may be. At all such times, if any,
as Texas law shall establish the Highest Lawful Rate, the Highest Lawful Rate
shall be the “indicated rate ceiling” (as defined in V.T.C.A., Finance Code,
Chapter 303, as amended) from time to time in effect; provided that Payee may
also rely on alternative maximum rates of interest from time to time in effect
under other applicable laws, if they are higher.




Payment
is due as follows:




One
monthly installment of interest only, due and payable on April 2, 2009 and thereafter commencing May 2, 2009, monthly installments of principle
and interest, with each subsequent installment being due and payable on the same
day of each succeeding calendar month thereafter until October 2, 2009, when the then remaining unpaid
principal and accrued unpaid interest of this Note is due and payable. The
amount of the monthly principal and interest payments shall be based on an
amortization of the advanced and unpaid principal amount hereof over a forty-two (42) month period at the Stated Rate.
Interest will be calculated on the unpaid principal to the date of each
installment. Each payment will be credited first to the accrued unpaid interest
and then to reduction of principal. All funds deposited in account number 21061882 at Payee, shall be credited daily, to
the accrued unpaid interestfirst and thento reduction of principal. To the
extent necessary the Loan Agreement Termination Date (as defined in the Loan
Agreement of even date with the Promissory Note) is modified to be October 2, 2009.




Whenever
any payment to be made under the Note shall be stated to be due on a Saturday,
Sunday or legal holiday for commercial banks under the laws of the State of
Texas, then such payment shall be made on the next succeeding business
day.




In
addition to all principal and accrued interest on the Note, Maker agrees to pay
(a) all reasonable costs and expenses incurred by all owners and holders of the
Note in collecting the Note through probate, reorganization, bankruptcy or any
other proceeding, (b) the reasonable attorneys' fees when and if the Note is
placed in the hands of an attorney for collection after default, and (c) the
reasonable attorneys' fees, costs and expenses incurred by Payee in connection
with the preparation and filing of the agreements and documents contemplated
herein.




Unless as
otherwise provided by law, Maker and any and all co-makers, endorsers,
guarantors and sureties severally waive notice (including, but not limited to,
notice of protest, notice of dishonor and notice of intent to accelerate and
notice of acceleration), demand, presentment for payment, protest and the filing
of suit for the purpose of fixing liability and consent that the time of payment
hereof may be extended and re-extended from time to time without notice to them
or any of them, and each agrees that his, her or its liability on or with
respect to the Note shall not be affected by any release of or change in any
security at any time existing or by any failure to perfect or to maintain
perfection of any lien on or security interest in any such
security.


-3-


Maker
warrants and represents to Payee, and to all other owners and holders of any
indebtedness evidenced hereby, that the loan evidenced by the Note is and shall
be solely for business, commercial or agricultural purposes and not primarily
for personal, family or household use. Maker acknowledges that the loan
evidenced by the Note is specifically exempted under Section 226.3(a) of
Regulation Z issued by the Board of Governors of the Federal Reserve System and
under the Truth-in-Lending Act and that no disclosures are required to be given
under such regulations and federal laws in connection with the
Note.




It is
agreed that time is of the essence of this agreement and that in the event of
default in the payment of any installment when due, the holder of the Note may
declare the unpaid principal balance plus all accrued but unpaid interest due
thereon immediately due and payable without notice, and failure to exercise said
option shall not constitute a waiver on the part of the holder of the right to
exercise the same at any other time.




This Note
shall be governed by and construed in accordance with Texas law and applicable
federal law. The parties hereto intend to conform strictly to the applicable
laws governing maximum interest rates permitted. In no event, whether by reason
of demand for payment, prepayment, acceleration of the maturity hereof or
otherwise, shall the interest contracted for, charged or received by Payee
hereunder or otherwise exceed the maximum amount permitted under applicable law.
If from any circumstance whatsoever interest would otherwise be payable to Payee
in excess of the maximum lawful amount, the interest payable to Payee shall be
reduced automatically to the maximum amount permitted by applicable law. If
Payee shall ever receive anything of value deemed interest under applicable law
which would , apart from this provision , be in excess of the maximum lawful
amount, an amount equal to the amount which would have been excessive interest
shall be applied to the reduction of scheduled principal payments owing
hereunder in inverse order of their maturities and not to the payment of
interest, or if such amount which would have been excessive interest exceeds the
unpaid balance of principal hereof, such excess shall be refunded to Maker. All
interest paid or agreed to be paid to Payee shall, to the extent permitted by
applicable law , be amortized , prorated , allocated , and spread throughout the
full stated term (including any renewal or extension) of such indebtedness so
that the amount of interest charged or paid on account of such indebtedness does
not exceed the maximum permitted by applicable law. The provisions of this
paragraph shall control all existing and future agreements between Maker and
Payee. In determining whether interest of any kind paid or payable hereunder
exceeds the highest rate, the undersigned and Payee shall, to the maximum extent
permitted under applicable law (a) characterize any non-principal payment as an
expense, fee or premium , (b ) exclude voluntary prepayments and the effects
thereof and (c) amortize, prorate, allocate and spread , in equal parts, the
total amount of interest throughout the entire contemplated term of the
indebtedness in order to render the interest rate uniform throughout such term.
Without limiting the generality of the foregoing, the amount of any prepayment
premium or penalty and the amount of any late payment fee or charge provided for
herein or in any documents securing or related to the indebtedness evidenced
hereby (whether or not the same are construed as interest under applicable laws
) are limited to and shall never exceed an amount which , when added to all
items called or deemed to be interest in connection with the transactions
contemplated herein, does not exceed the maximum amount of interest payable on
the principal balances involved under applicable law. On any acceleration or
required or permitted prepayment, any such excess shall be canceled
automatically as of the acceleration or prepayment or, if already paid ,
credited on the principal of the debt or, if the principal of the debt has been
paid , refunded . This provision overrides other provisions in this and all
other instruments concerning the debt.


-4-


In
addition to and without limitation of any defenses to which Payee may be
entitled under applicable law, Maker and any obligor agree to provide Payee with
written notice and a reasonable opportunity of at least 60 days to correct any
excessive contract, charge or receipt, and any corrective action by Payee shall
relieve Payee of any liability regarding same. Any such notice to Payee must be
by certified mail, return receipt requested, and must provide Payee with
specific details regarding the nature and extent of any alleged excessive
contract, charge or receipt.




Maker and
Grantor hereby extends the Liens to secure the payment of the Note, until the
same has been fully paid and agrees that the modification, renewal, and
extension of the Promissory Note shall in no manner affect or impair the Note or
the Liens securing the same and that the Liens shall not in any manner be
waived, except as otherwise expressly provided herein, the purpose of this
instrument being simply to modify and renew the Promissory Note and to carry
forward or extend the Liens, which are acknowledged by Maker and Grantor to be
valid and subsisting, and the Maker and Grantor further agree that all terms and
provisions of the Promissory Note and of the instrument or instruments creating
or fixing the Liens securing the same shall be and remain in full force and
effect as therein written except as otherwise expressly provided
herein.




None of
the rights, titles, liens, interests, securities or equities existing or to
exist under any documents or instruments securing the indebtedness evidenced
hereby, in law or in equity, are or shall be in anyway released, diminished,
impaired or affected hereby. Any and all Liens are recognized to be still in
full force and effect insofar as to cover all of the properties described
therein and all rights and liens existing and to exist under any documents or
instruments securing the indebtedness evidenced hereby and any other document
securing the note or creating a lien, as modified hereby, are renewed, extended,
carried forward and conveyed by Maker and Grantor to secure any and all
indebtedness of Maker and Grantor to Payee.




Grantor
expressly covenants, represents and warrants that Grantor is the owner and
holder of good and valid title to all of the Property, free and clear of all
liens and encumbrances other than those existing unto and in favor of Payee;
that all costs, expenses, and taxes due and owing to date against or with
respect to any and all of the Property have been paid to date and that Grantor
has the absolute, unrestricted right and authority to mortgage, assign and
convey all of the Property and any proceeds resulting therefrom to
Payee.


-5-


If Maker
defaults in the payment of this note, or in the performance of any obligation in
any instrument securing or collateral to it, or any other
present and/or future debts, obligations, and liabilities owed to Payee by Maker
and/or Guarantors, whether individually or as a member of any partnership, joint
venture, association, or other group, regardless of how the other debts,
obligations, and liabilities are incurred and regardless of whether they are
evidenced by a note, open account, overdraft, endorsement, surety agreement,
guarantee, or other document, and any renewals and/or extensions of any such
indebtedness, then Payee may declare the unpaid principal balance and accrued
unpaid interest on this note immediately due. Default in the terms of any note,
deed of trust or security agreement pertaining to such indebtedness described
above and herein, shall be an event of default and breach of covenant under all
said notes, deeds of trust, and security agreements and will give Payee the
right to accelerate payment of all said indebtedness (unpaid principal, earned
unpaid interest and other accrued charges) and to invoke all of its rights under
the terms of all said notes, deeds of trust, and security agreements. Maker and
each surety, endorser, and guarantor waive all demands for payment,
presentations for payment, notices of intention to accelerate maturity, notices
of acceleration of maturity, protests, dishonor, notice of protest and notice of
dishonor, to the extent permitted by law.




Maker may
now be and it is contemplated that Maker may hereafter become indebted unto
Payee in further sum or sums. The indebtedness evidenced by this Note, all other
indebtedness now owing by Maker and/or Guarantors to Payee, any future
indebtedness of Maker and/or Guarantors, in favor of said Payee; any
indebtedness owing to said Payee, which is or will be guaranteed by Maker and/or
Guarantors; and any renewals, modifications and/or extensions of said
indebtedness, are secured by the collateral described in the Security for
Payment described above. In addition , any and all property acquired by Maker
after this date and all of the properties standing as security for the
indebtedness evidenced hereby and elsewhere herein, shall stand as security for
the indebtedness evidenced hereby and for each such other indebtedness, to the
same effect as if they were described and included herein and in any deeds of
trust or security agreements. Default in the terms of any note, deed of trust or
security agreement pertaining to such indebtedness described above or herein
shall be an event of default and breach of covenant under all said notes, deeds
of trust and security agreements and will give Payee the right to accelerate
payment of all said indebtedness (unpaid principal, earned unpaid interest and
other accrued charges) and to invoke all of its rights under the terms of all
said notes , deeds of trust and security agreements. In no event shall this deed
of trust secure payment of any debt described in or created pursuant to the
Texas Consumer Credit Code, nor shall it create a lien otherwise prohibited by
law.




To the
maximum extent not prohibited by applicable law, this promissory note is
additionally secured by all deeds of trust, security agreements, assignments and
other writings of every kind and nature heretofore, now or hereafter executed by
any Maker or any other person to secure any indebtednesses of any Maker, which
is now or hereafter owing to any holder of this promissory note, whether or not
any of such writings describe, cover, pertain or affect any property, rights or
interests which are similar or dissimilar to any of the Property described
herein, rights or interest, and whether or not such writings were originally
executed or delivered to or for the benefit of any holder of this promissory
note or executed or delivered to or for the benefit of any other person and
acquired by purchase or otherwise by any holder of this promissory note, and
whether or not any such lien or security interest or other interest was created
by any then owner of any interest in or to any of the property,
rights or interests which are described in or covered by any such writing or to
which any such writing may pertain or affect, including, but not limited to, the
Property and/or any other collateral described herein or in the Note.


-6-


For
purposes of any suit relating to the Note, Maker hereof submits itself to the
jurisdiction of any court sitting in the State of Texas and further agrees that
venue in any suit arising out of the Note or any venue shall be fixed in Harris
County, Texas. Final judgment in any suit shall be conclusive and may be
enforced in any jurisdiction within or without the United States of America, by
suit on the judgment, a certified or exemplified copy of which shall be
conclusive evidence of such liability.




The Note
has been executed and delivered in and shall be construed in accordance with and
governed by the laws of the State of Texas and of the United States of America,
except that Chapter 346 of the Texas Finance Code, which regulates certain
revolving loan accounts and revolving tri-party accounts shall not apply to this
Note and all loans or any advances hereunder shall not be governed by or subject
to the provisions of Chapter 3 4 6 in any manner whatsoever.




Maker and
any Guarantors hereby waive, acquit, discharge and forever release Payee, and
its agents, servants, employees, representatives and attorneys and all person,
natural or corporate, in privity with them or any of them, from any and all
claims and causes of action, of whatever kind and nature, known or unknown, now
or heretofore existing, and further waives and releases any and all credits,
defenses, claims for offsets and all defenses to Maker’s and/or any Guarantors’
liability for the unpaid balance of the debt herein stipulated to be due and
owing or arising under or out of the Note and/or any guaranty, including without
limitation, failure of consideration, breach of warranty, misrepresentation,
deceptive trade practices, usury, fraud, unlawful collection practices, tortuous
interference and bad faith, which have accrued before the date of this Agreement
or thereafter, known or unknown.




Each
Maker and guarantor of this Note further hereby agrees and consents to all of
the terms, provisions, agreements, covenants and warranties set forth or
contained in all of the deeds of trust, security agreements, assignments and
other writings now or hereafter securing or pertaining to the loan evidenced by
this Note and agrees that all of the writings now or hereafter securing or
pertaining to the loan evidenced by this Note (and all terms, provisions,
agreements, covenants and warranties contained in such writings) shall be
binding in all respects on the Maker of this Note (whether or not any Maker has
executed such writings) and on the heirs, successors, legal representatives and
assigns of each of the Maker of this Note.




As
additional security for this note, Maker grants to Payee an express lien and
security interest in and to all property and any and all deposits (general or
special, time or demand, provisional or final) at any time held by Payee for the
credit of or for the account of Maker. If this note is not paid at maturity,
however, such maturity may be brought about, or if a default should occur and be
continuing under any document or instrument executed by Maker or any other party
as security for the payment of this note, Payee is hereby authorized at any
time, and from time to time, without notice to Maker (any such
notice being hereby expressly waived by Maker), to block transfers or withdraws
of any funds from and/or not pay drafts or checks on, any and all accounts,
deposit or otherwise, and/or to set off and apply any and all such deposits at
or for the credit or the account of Maker against the outstanding principal
balance of and accrued interest on, this note. The foregoing rights of Payee are
in addition to and cumulative of all other rights and remedies (including,
without limitation, other liens, security interests and rights of set off) which
Payee may have.


-7-


The Maker
agrees that the sums evidenced by this Note are not for personal, family or
household purposes, and that it is to be used primarily for business and
commercial purposes.




It shall
be a default hereunder if Payee discovers that any statement, representation or
warranty in the Note, any security agreement or in any other document or
instrument delivered to or relied upon by Payee in connection with the
indebtedness secured hereby is false, misleading or erroneous in any
respect.




It shall
be a default hereunder if, upon Guarantor Jerry Parish owning and controlling
beneficially and of record, less than fifty percent (50%) of the issued and
outstanding equity securities of Maker unless or until Payee provides written
consent to any change of such ownership or if he no longer serves actively in
the day to day management of the Borrower.




Payee
may, upon the death of a guarantor or upon a guarantor who is an employee of
Maker no longer being employed by Maker, whether by resignation , termination or
otherwise, declare the unpaid principal balance and earned unpaid interest on
this Note immediately due and Payee may avail itself of all rights, powers, and
recourses allowed or permitted herein and/or by law .




If there
shall be any transfer of ownership interests in Maker and /or in management of
Maker, without Payee’s prior written consent, Payee may declare the unpaid
principal balance and earned unpaid interest on this Note immediately due and
Payee may avail itself of all rights, powers, and recourses allowed or permitted
herein and/or by law .




Maker, at
any time and from time to time, shall furnish promptly, upon request, a written
statement or affidavit, in such form as may be required by Payee, stating the
unpaid balance of the Note and that there are no offsets or defenses against
full payment of the Note and performance of the terms hereof, or if there are
any such offsets and defenses, specifying them in reasonable
detail.




The Note
is given in modification, renewal and extension of the Promissory Note and the
Liens securing the payment thereof are not extinguished, but are specifically
carried forward, ratified in all respects and shall secure the payment hereof.
Maker and Grantor warrant to the Holder of the Note and Liens that the Note and
the Liens, as modified, are valid and enforceable and represents that they are
not subject to rights of offset, rescission, or other claims.


-8-


THIS
AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN 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.




THE
PARTIES TO THIS AGREEMENT HEREBY, UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON
THE ADVICE OF COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR ARISING OUT OF, OR IN ANY WAY
RELATING TO THIS AGREEMENT.




Maker
from time to time, at the request of Payee, will, (i) promptly correct any
defect, error or omission which may be discovered in the contents of any
document relating to this transaction, (“Loan Documents”) or in the execution or
acknowledgment thereof; (ii) execute, acknowledge, deliver and record and/or
file such further documents or instruments (including, without limitation,
further mortgages, security agreements, financing statements, continuation
statements, assignments of rents or leases and environmental indemnity
agreements) and perform such further acts and provide such further assurances as
may be necessary, desirable or proper, in Payee's opinion, to carry out more
effectively the purposes of any Loan Documents and such other instruments
subject to the liens and security interests hereof and thereof any property
intended by the terms hereof or thereof to be covered hereby or thereby,
including specifically, but without limitation, any renewals, additions,
substitutions, replacements, or appurtenances to the Property; provided that
such documents or instruments do not materially increase Maker's liability under
the Loan Documents; and (iii) execute acknowledge, deliver, procure, and file
and/or record any document or instrument (including specifically, but without
limitation, any financing statement) deemed advisable by Payee to protect the
liens and the security interests herein granted against the rights or interests
of third persons; provided that such documents or instruments do not materially
increase Maker's liability under the Loan Documents. Maker will pay reasonable
costs connected with any of the foregoing.




The Maker
and all sureties, endorsers, guarantors and any other party now or hereafter
liable for the payment of this Note, in whole or in part, understands and agrees
that (i) Payee’s document retention policy may involve the imaging of executed
loan documents, which includes but is not limited to any note, guaranty, deed of
trust, security agreement, assignment, financing statement and any other
document which evidences any indebtedness owed by Maker to Payee and/or secures
such indebtedness and /or relates to the indebtedness and /or the collateral
securing such indebtedness and the destruction of the paper original, including
the original note and (ii) the Maker and all sureties, endorsers , guarantors
and any other party now or hereafter liable for the payment of this Note, in
whole or in part, waive any rights and/or defenses that it may have to the use
of such imaged copies of loan documents in the enforcement of any of Payee’s
rights in a court of law or otherwise and /or as to any claim that such imaged
copies of the loan documents are not originals.




LATE
CHARGE. If a payment is ten (10) days or more late, Borrower will be charged
five percent (5.00%) of the regularly scheduled payment.




Payee
reserves the right, in its sole discretion , without notice to the Maker, to
sell participations or assign its interest, or both, in all or
any part of this note.


-9-


Maker
agrees that the advanced and unpaid principal amount on the Promissory Note, as
hereby modified, renewed, extended and increased, is $ 33,000,000.00 as of the date hereof and that
there shall be no further advances pursuant to the Promissory Note.




Reference
is hereby made to a Loan Agreement of even date with the Note, by and between
the Maker and Payee, which shall govern the advances to be made to Maker by
Payee. Payee shall not be obligated to advance any funds against this note
unless and until Maker has complied with all Payee’s conditions precedent to
funding as set forth in the Loan Agreement. Section 4 B. ii of the Loan
Agreement is modified to read as follows:




ii.
Furnish to Bank, Borrower prepared financial statements (including a balance
sheet and profit and loss statement), within 10 days after each
month-end.






EXECUTED IN DUPLICATE ORIGINAL COUNTERPARTS,
this 7th day of April, 2009 and effective March
2, 2009.




The
      Mint Leasing, Inc.By:
      /s/ Jerry ParishJerry Parish,
  President






STATE
      OF TEXAS
            §§COUNTY
      OF HARRIS
            §




This
instrument was acknowledged before me on the 7th day of April, 2009, by
Jerry Parish, President of The Mint Leasing,
Inc.




/s/
      Christy TaborNotary
      Public, State of Texas




-10-


/s/
      Jerry ParishJerry
      Parish









STATE
      OF TEXAS
            §§COUNTY
      OF HARRIS
            §




This
instrument was acknowledged before me on the 7th day of April, 2009 by
Jerry Parish.




/s/
      Christy TaborNotary
      Public, in and for the State of
Texas









/s/
      Victor GarciaVictor
      Garcia









STATE
      OF TEXAS
            §§COUNTY
      OF HARRIS
            §




This
instrument was acknowledged before me on the 7th day of April, 2009 by
Victor Garcia.




/s/
      Christy TaborNotary
      Public, in and for the State of
Texas


-11-


Sterling
      BankBy:
      /s/ Freddy HurstFreddy Hurst, CEO Westheimer
      Office









STATE
      OF TEXAS
            §§COUNTY
      OF HARRIS
            §




This
instrument was acknowledged before me on the 7th day of April, 2009 by
Freddy Hurst, CEO Westheimer Office of Sterling
Bank.




/s/
      Christy TaborNotary
      Public, in and for the State of
Texas


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