EXHIBIT NUMBER 10.17

                                CREDIT AGREEMENT
                                     between

                              NOBLE ROMAN'S, INC.,
                             an Indiana corporation

                                       and

                              BMO HARRIS BANK N.A.,
                         a national banking association


                                   Dated as of

                                  May 15, 2012


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                                               TABLE OF CONTENTS

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CREDIT AGREEMENT.....................................................................................Page 1

Section 1. ACCOUNTING TERMS -- DEFINITIONS...........................................................Page 1

Section 2. THE LOAN..................................................................................Page 7
          a.      The Term Loan......................................................................Page 7
                  (i)      Amount....................................................................Page 7
                  (ii)     The Term Note.............................................................Page 7
                  (iii)    Interest on the Term Loan.................................................Page 8
                  (iv)     Use of Proceeds of the Term Loan..........................................Page 8
                  (v)      Mandatory Prepayments.....................................................Page 9
                  (vi)     Excess Cash Flow Payments.................................................Page 9
          b.      Additional Provisions Applicable to the Loan.......................................Page 10
                  (i)      Provisions Applicable to the LIBOR-based Rate.............................Page 10
                  (ii)     Prepayment of Loan........................................................Page 11
                  (iii)    Calculation of Interest...................................................Page 12
                  (iv)     Manner of Payment.........................................................Page 12
                  (v)      Automatic Debit...........................................................Page 12

Section 3. REPRESENTATIONS AND WARRANTIES............................................................Page 12
          a.       Organization of the Company and the Subsidiaries..................................Page 12
          b.       Authorization; No Conflict........................................................Page 13
          c.      Validity and Binding Nature........................................................Page 14
          d.      Financial Statements...............................................................Page 14
          e.      Litigation and Contingent Liabilities..............................................Page 14
          f.      Liens..............................................................................Page 14
          g.      Employee Benefit Plans.............................................................Page 15
          h.      Payment of Taxes...................................................................Page 15
          i.      Investment Company Act.............................................................Page 15
          j.      Regulation U and other Federal Regulations.........................................Page 15
          k.      Hazardous Substances...............................................................Page 16
          l.      Subsidiaries.......................................................................Page 16
          m.      Franchise Agreements...............................................................Page 16
          n.      Employment Matters.................................................................Page 17
          o.      Intellectual Property; Licenses....................................................Page 17

Section 4. COLLATERAL................................................................................Page 17
          a.      Security Agreement.................................................................Page 17
          b.      Guaranty Agreements................................................................Page 18
          c.      Assignment of Franchise Agreements.................................................Page 18
          d.      Life Insurance and Annuity Assignments.............................................Page 18

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          e.      Liens on Patents and Trademarks....................................................Page 18
          f.      Guarantor Security Agreements......................................................Page 19

Section 5. AFFIRMATIVE COVENANTS.....................................................................Page 19
          a.      Existence/Name.....................................................................Page 19
          b.      Reports, Certificates and Other Information........................................Page 19
                  (i)      Annual Statements.........................................................Page 19
                  (ii)     Interim Statements........................................................Page 20
                  (iii)    Mobley's Financial Statements.............................................Page 20
                  (iv)     Officer's Certificate.....................................................Page 21
                  (v)      Monthly Dash Board Reports................................................Page 21
                  (vi)     Orders....................................................................Page 21
                  (vii)    Notice of Default or Litigation...........................................Page 21
                  (viii)   Compliance Certificates...................................................Page 21
                  (ix)     Registration Statements and Reports.......................................Page 21
                  (x)      Operating Budget..........................................................Page 22
                  (xi)     Other Information.........................................................Page 22
          c.      Books, Records and Inspections.....................................................Page 22
          d.      Insurance..........................................................................Page 22
          e.      Taxes and Liabilities..............................................................Page 22
          f.      Compliance with Legal and Regulatory Requirements..................................Page 22
          g.      Financial Covenants................................................................Page 22
                  (i)      Maximum Total Leverage Ratio..............................................Page 22
                  (ii)     Minimum Fixed Charge Coverage Ratio.......................................Page 23
          h.      Primary Banking Relationship.......................................................Page 23
          i.      Employee Benefit Plans.............................................................Page 23
          j.      Hazardous Substances...............................................................Page 23
          k.      Compliance with Franchise Agreements...............................................Page 25

Section 6. NEGATIVE COVENANTS........................................................................Page 25
          a.       Restricted Payments...............................................................Page 25
          b.       Liens.............................................................................Page 25
          c.       Guaranties........................................................................Page 26
          d.       Loans or Advances.................................................................Page 27
          e.       Mergers, Consolidations, Sales, Acquisition or Formation
                                      of Subsidiaries ...............................................Page 27
          f.       Margin Stock......................................................................Page 27
          g.       Other Agreements..................................................................Page 27
          h.       Judgments.........................................................................Page 28
          i.       Principal Office..................................................................Page 28
          j.       Hazardous Substances..............................................................Page 28
          k.       Debt..............................................................................Page 28
          l.       Government Regulations............................................................Page 28


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          m.       Modification or Termination of Life Insurance Policy..............................Page 29
          n.       Change in Control.................................................................Page 29
          o.       Change in Fiscal Year end.........................................................Page 29
          p.       Change in Nature of Business; Restaurant Concepts.................................Page 29

Section 7. CONDITIONS OF LENDING.....................................................................Page 29
          a.       No Default........................................................................Page 29
          b.       Documents to be Furnished at Closing..............................................Page 30

Section 8. EVENTS OF DEFAULT.........................................................................Page 32
          a.       Nonpayment of the Loan............................................................Page 32
          b.       Nonpayment of Other Indebtedness for Borrowed Money...............................Page 32
          c.       Other Material Obligations........................................................Page 33
          d.       Bankruptcy, Insolvency, etc.......................................................Page 33
          e.       Warranties and Representations....................................................Page 34
          f.       Violations of Negative and Financial Covenants....................................Page 34
          g.       Noncompliance With Other Provisions of this Agreement.............................Page 34
          h.       Default under any other Loan Document.............................................Page 34
          i.       Default of Rate Management Obligations............................................Page 34

Section 9. EFFECT OF EVENT OF DEFAULT/SETOFF.........................................................Page 34

Section 10. WAIVER -- AMENDMENTS.....................................................................Page 35

Section 11. NOTICES..................................................................................Page 35

Section 12. COSTS, EXPENSES AND TAXES................................................................Page 36

Section 13. SEVERABILITY.............................................................................Page 37

Section 14. CAPTIONS.................................................................................Page 37

Section 15. GOVERNING LAW -- JURISDICTION............................................................Page 37

Section 16. PRIOR AGREEMENTS, ETC....................................................................Page 37

Section 17. SUCCESSORS AND ASSIGNS...................................................................Page 37

Section 18. WAIVER OF JURY TRIAL.....................................................................Page 38

Section 19. COUNTERPARTS.............................................................................Page 38



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Schedule I                 Current List of all Stores

Exhibit "A"                Officer's Certificate (Noble Roman's, Inc.)

Exhibit "B"                Promissory Note (Term Loan)($5,000,000.00)(Noble Roman's, Inc.)

Exhibit "C"                Schedule of Exceptions (Noble Roman's, Inc.)

Exhibit "D"                Security Agreement (Noble Roman's, Inc.)

Exhibit "E"                Collateral Assignment of Franchise Agreements (Noble Roman's, Inc.)

Exhibit "F"                Guaranty Agreement (Paul Mobley)

Exhibit "G"                Assignment of Life Insurance Policy as Collateral (Noble Roman's, Inc.).

Exhibit "H"                Security Agreement for Patents and Trademarks and Conditional Assignment
                           (Noble Roman's, Inc. and BMO Harris Bank N.A.)

Exhibit "I"                Guaranty Agreement (Pizzaco, Inc.)

Exhibit "J"                Guaranty Agreement (N.R. Realty, Inc.)

Exhibit "K"                Guarantor Security Agreement (Pizzaco, Inc.)

Exhibit "L"                Guarantor Security Agreement (N.R. Realty, Inc.)


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                                CREDIT AGREEMENT
                                ----------------

     NOBLE ROMAN'S, INC., an Indiana corporation (the "Company"), and BMO HARRIS
BANK N.A., a national banking association (the "Bank"), agree as follows:

     Section 1. ACCOUNTING TERMS -- DEFINITIONS. All accounting and financial
terms used in this Agreement are used with the meanings such terms would be
given in accordance with generally accepted accounting principles except as may
be otherwise specifically provided in this Agreement. The following terms have
the meanings indicated when used in this Agreement with the initial letter
capitalized:

     o    "Affiliate" means, with respect to a specified Person, another Person
          that directly, or indirectly through one or more intermediaries,
          Controls or is Controlled by or is under common Control with the
          Person specified.

     o    "Agreement" means this Credit Agreement between the Company and the
          Bank, as it may be amended from time to time.

     o    "Assignment of Franchise Agreements" is used as defined in Section
          4(c) herein.

     o    "Bank" is used as defined in the Preamble hereto.

     o    "Banking Day" means a day on which the principal office of the Bank in
          the City of Indianapolis, Indiana, is open for the purpose of
          conducting substantially all of the Bank's business activities.

     o    "Closing Date" means the date of this Agreement.

     o    "Code" means the Internal Revenue Code of 1986, as amended.

     o    "Collateral" means any and all property on which a lien, security
          interest, or assignment is granted to the Bank under the Security
          Agreement, Assignment of Franchise Agreements, the Assignment of Life
          Insurance, or other collateral documents, whether now existing or
          hereafter acquired to secure the Obligations.

     o    "Company" is used as defined in the Preamble hereto.

     o    "Control" means the possession, directly or indirectly, of the power
          to direct or cause the direction of the management or policies of a
          Person, whether through the ability to exercise voting power, by
          contract, or otherwise. "Controlling" and "Controlled" have

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          meanings correlative thereto.

     o    "EBITDA" means the sum of net income, interest, taxes, depreciation,
          and amortization, all determined in accordance with GAAP, with any and
          all pro forma adjustments thereto subject to the prior approval of the
          Bank.

     o    "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended.

     o    "Excess Cash Flow" means (i) EBITDA for the period tested, less (ii)
          the sum of: (i) cash interest expense, (ii) cash taxes (if any), (iii)
          required and voluntary repayments of debt, (iv) unfinanced capital
          expenditures, and (v) dividends and other distributions to the
          Company's shareholders.

     o    "Excess Cash Flow Recapture Payment" is used as defined in Section
          2(a)(vi) herein.

     o    "Event of Default" means any of the events described in Section 8
          herein.

     o    "Franchise Agreement" means: (i) each Noble Roman's Franchise
          Agreement entered into by and between the Company, as franchisor, and
          each franchisee, pertaining to a Store operated as a Noble Roman's
          Pizza store, a Tuscano's store, or a Take-N-Bake store, (ii) each
          Noble Roman's License Agreement entered into by and between the
          Company, as licensor, and each licensee pertaining to a Store operated
          as a Noble Roman's Pizza store, a Tuscano's store, or a Take-N-Bake
          store, and (iii) each supply or license agreement entered into by and
          between the Company and the operator of a grocery to which the
          Company's products are delivered and supplied, and in the plural means
          all of the foregoing, collectively.

     o    "Funded Debt" means, for any Person, the sum of the following: (i) the
          aggregate principal amount of all indebtedness for borrowed money,
          including, without limitation, the aggregate principal amount of all
          indebtedness for the deferred purchase price of property and services
          (not including trade payables incurred in the normal course of
          business) and the aggregate principal amount of all indebtedness
          created in and arising under all conditional sales and title retention
          agreements, plus (ii) the aggregate amount of all lessee obligations
          under all capital leases.

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     o    "GAAP" means generally accepted accounting principles as then in
          effect, which shall include the official interpretations thereof by
          the Financial Accounting Standards Board, consistently applied.

     o    "Guarantor Security Agreement" and "Guarantor Security Agreements" are
          used as defined in Section 4(f) herein.

     o    "Guaranty Agreement" and "Guaranty Agreements" are used as defined in
          Section 4(b) herein.

     o    "Hazardous Substance" means any hazardous or toxic substance regulated
          by any federal, state or local statute or regulation including but not
          limited to the Comprehensive Environmental Response, Compensation and
          Liability Act, the Resource Conservation and Recovery Act and the
          Toxic Substance Control Act, or by any federal, state or local
          governmental agencies having jurisdiction over the control of any such
          substance including but not limited to the United States Environmental
          Protection Agency.

     o    "Interest Period" means each consecutive one (1) month period,
          effective as of the first day of each Interest Period and ending on
          the last day of each Interest Period, provided that if any Interest
          Period is selected to end on a date for which there is no numerical
          equivalent to the date on which the Interest Period commenced, then
          the Interest Period shall end instead on the last day of such calendar
          month.

     o    "LIBOR-based Rate" means that per annum rate of interest which is
          equal to the sum of the London Interbank Offered Rate plus four
          percent (4%).

     o    "Life Insurance Assignment" is used as defined in Section 4(d) herein.

     o    "Life Insurance Policy" means, collectively, those certain life
          insurance policies issued by Northwestern Mutual Life Insurance
          Company on the life of Paul W. Mobley as policies numbers 12048318 and
          12041333, each dated February 10, 1992, and for which the Company is
          beneficiary.

     o    "Loan" means the Term Loan.

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     o    "Loan Document" means any of this Agreement, the Term Note, the
          Security Agreement, the Guaranty Agreements, the Life Insurance
          Assignment, the Assignment of Franchise Agreements, the Trademark
          Security Agreement, the Guarantor Security Agreements, and any other
          instrument or document which evidences or secures the Loan or which
          expresses an agreement as to terms applicable to the Loan, and in the
          plural means all of them, collectively.

     o    "London Business Day" means any day other than a Saturday, Sunday, or
          a day on which banking institutions are generally authorized or
          obligated by law or executive order to close in the City of London,
          England.

     o    "London Interbank Offered Rate" means the 1-month London Interbank
          Offered Rate (LIBOR) as reported on Bloomberg Financial Market's
          terminal screen entitled "Official BBA LIBOR Fixings" as reported on
          the first day of each Interest Period, or relevant Interest Period
          (or, if such first day of an Interest Period is not a Banking Day, on
          the immediately prior Banking Day), unless such rate is no longer
          available or published, in which case such rate shall be at a
          comparable index rate selected by the Bank with notice to the Company.
          The Bank shall determine the interest rate applicable to the Loan
          based on the foregoing, and its determination thereof shall be
          conclusive and binding except in the case of manifest error. The
          interest rate payable under this Agreement shall be subject, however,
          to the limitation that such interest rate shall never exceed the
          highest rate which the Borrower may contract to pay under applicable
          law.

     o    "Material Adverse Effect" means a material adverse effect on (i) the
          business, assets, operations, prospects or condition, financial or
          otherwise, of the Company, (ii) the Collateral, or the Bank's liens on
          the Collateral or the priority of such liens, or (iii) the rights of
          or benefits available to the Bank thereunder.

     o    "Mobley" means Paul W. Mobley, an individual residing in the State of
          Indiana.

     o    "Note" means the Term Note.

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     o    "NR Realty" means N.R. Realty, Inc., an Indiana corporation, its
          successors and assigns.

     o    "Obligations" means all obligations of the Company in favor of the
          Bank of every type and description, whether direct or indirect,
          absolute or contingent, due or to become due, now existing or
          hereafter arising, including but not limited to: (i) all of such
          obligations on account of the Term Loan; (ii) all the Company's Rate
          Management Obligations; and (iii) all other obligations of the Company
          arising under any Loan Document as amended from time to time.

     o    "Officer's Certificate" means a certificate in the form of Exhibit "A"
          attached hereto signed by the chief executive officer or the chief
          financial officer of the Company, confirming that all of the
          representations and warranties contained in Section 3 of this
          Agreement are true and correct as of the date of such certificate
          except as specified therein and with the further exceptions that: (i)
          the representation contained in Section 3(d) shall be construed so as
          to refer to the latest financial statements which have been furnished
          to the Bank as of the date of any Officer's Certificate, (ii) the
          representations contained in Section 3(k) (with respect to Hazardous
          Substances) will be construed so as to apply not only to the Company,
          but also to any Subsidiaries, whether now owned or hereafter acquired,
          (iii) the representation contained in Section 3(1) shall be deemed to
          be amended to reflect the existence of any Subsidiary hereafter formed
          or acquired by the Company with the consent of the Bank, and (iv) all
          other representations will be construed to have been amended to
          conform with any changes of which the Company shall have previously
          given the Bank notice in writing. The Certificate shall further
          confirm that no Event of Default or Unmatured Event of Default shall
          have occurred and be continuing as of the date of the Certificate or
          shall describe any such event which shall have occurred and be then
          continuing and the steps being taken by the Company to correct it.

     o    "Person" means any natural person, corporation, limited liability
          company, trust, joint venture, association, company, partnership,
          governmental authority or other entity.

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     o    "Pizzaco" means Pizzaco, Inc., an Indiana corporation, and its
          successors and assigns.

     o    "Plan" means an employee pension benefit plan as defined in ERISA.

     o    "Prime-based Rate" means any variable rate at which interest may
          accrue on all or a portion of the Loan under the terms of this
          Agreement, which rate is determined by reference to the Prime Rate.

     o    "Prime Rate" means a rate per annum equal to the rate of interest
          announced from time to time by the Bank or its parent as its prime
          rate (which rate is not necessarily the lowest rate charged to any
          customer), changing when and as said prime rate changes.

     o    "Rate Management Arrangement" means any agreement, device or
          arrangement providing for payments which are related to fluctuations
          of interest rates, exchange rates, forward rates, or equity prices,
          including, but not limited to, dollar-denominated or cross-currency
          interest rate exchange agreements, forward currency exchange
          agreements, interest rate cap or collar protection agreements, forward
          rate currency or interest rate options, puts and warrants, and any
          agreement pertaining to equity derivative transactions (e.g., equity
          or equity index swaps, options, caps, floors, collars and forwards),
          including without limitation any ISDA Master Agreement between the
          Company or Mobley and Bank or any Affiliate of the Bank, and any
          schedules, confirmations and documents and other confirming evidence
          between the parties confirming transactions thereunder, all whether
          now existing or hereafter arising, and in each case as amended,
          modified or supplemented from time to time.

     o    "Rate Management Obligations" means any and all obligations of the
          Company or Mobley to the Bank or any Affiliate of the Bank, whether
          absolute, contingent or otherwise and howsoever and whensoever
          (whether now or hereafter) created, arising, evidenced or acquired
          (including all renewals, extensions and modifications thereof and
          substitutions therefore), under or in connection with (i) any and all
          Rate Management Arrangements, and (ii) any and all cancellations,
          buy-backs, reversals, terminations or assignments of any Rate
          Management Arrangement.

     o    "Security Agreement" is used as defined in Section 4(a) herein.

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     o    "Store" means each property operated by a franchisee, licensee, or
          grocery under a Franchise Agreement.

     o    "Subordinated Debt" means indebtedness of the Company which is
          subordinated to the indebtedness of the Company to the Bank on such
          terms that such indebtedness is, in the judgment of the Bank,
          functionally the equivalent of shareholders' equity in relation to the
          Company's indebtedness to the Bank.

     o    "Subsidiary" means any corporation, partnership, joint venture or
          other business entity over which the Company exercises control,
          provided that it shall be conclusively presumed that the Company
          exercises control over any such entity fifty-one percent (51%) or more
          of the equity interest in which is owned by the Company, directly or
          indirectly, and for purposes of this Agreement shall include, as the
          context requires, Pizzaco and NR Realty, specifically and
          individually, and in the plural shall mean Pizzaco and NR Realty,
          collectively.

     o    "Term Loan" is used as defined in Section 2(a) herein.

     o    "Term Note" is used as defined in Section 2(a)(ii) herein.

     o    "Trademark Security Agreement" is used as defined in Section 4(e)
          herein.

     o    "Unmatured Event of Default" means any event specified in Section 8
          which is not initially an Event of Default, but which would, if
          uncured, become an Event of Default with the giving of notice or the
          passage of time or both.

     Section 2. THE LOAN. Subject to all of the terms and conditions of this
Agreement, the Bank will make the Loan described in this Section to the Company.

     a.   The Term Loan. The Bank shall make a term loan (the "Term Loan") to
          the Company contemporaneously with the execution of this Agreement on
          the following terms and subject to the following conditions:

          (i)  Amount. The principal amount of the Term Loan shall be Five
               Million and 00/100 Dollars ($5,000,000.00).

          (ii) The Term Note. The obligation of the Company to repay the Term
               Loan shall be evidenced by a Promissory Note in the form of
               Exhibit "B" attached hereto

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               (the "Term Note"). The principal of the Term Loan shall be
               repayable in equal installments of $104,166.66 which shall be due
               and payable on the fifteenth (15th) day of each calendar month
               commencing on June 15, 2012, and continuing thereafter on the
               fifteenth (15th) day of each calendar month until May 15, 2016,
               on which date the entire unpaid principal balance of the Term
               Loan shall be due and payable in full together with all accrued
               and unpaid interest. Subject to the provisions of Section
               2(b)(ii) herein, the principal of the Term Loan may be prepaid at
               any time in whole or in part; provided, that any partial
               prepayment shall be in an amount which is an integral multiple of
               $1,000 and, provided further, that all partial prepayments shall
               be applied to the latest maturing installments of principal
               payable under the Term Loan in inverse order of maturity.

          (iii) Interest on the Term Loan. The unpaid principal balance from
               time to time of the Term Loan shall bear interest from the date
               the Term Loan is made prior to the maturity of the Term Note at a
               rate per annum equal to the LIBOR-based Rate. Any change in the
               LIBOR-based Rate due to a change in the London Interbank Offered
               Rate shall be effective as of the opening of business of the Bank
               on the day on which such London Interbank Offered Rate shall
               change. Accrued interest shall be due and payable on the
               fifteenth (15th) day of each calendar month commencing on June
               15, 2012, and at maturity. After maturity, whether scheduled
               maturity date or at maturity occurring as a result of the
               occurrence of an Event of Default, the outstanding principal
               amount of the Term Loan shall bear interest at a per annum rate
               equal to five percent (5%) above the otherwise applicable rate or
               rates, and shall be due and payable as accrued and without
               demand. (iv) Use of Proceeds of the Term Loan. The proceeds of
               the Term Loan shall be used in their entirety to refinance
               existing indebtedness payable to Wells Fargo & Company, to
               refinance indebtedness to a shareholder, and to fund certain fees
               and expenses associated with the closing of the Loan facilities.

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          (v)  Mandatory Prepayments. In addition to regularly scheduled
               payments on the Term Loan, the Company shall pay to the Bank one
               hundred percent (100%) of the proceeds of the following after
               deducting only reasonable costs and expenses related to issuing,
               collecting, or selling same, as the case may be: (A) all sales
               and issuances of equity or debt securities by the Company, not
               including the issuance of equity securities by the Company to its
               employees under the exercise of employee stock option
               arrangements, and not including the awarding of employee stock
               options to key management employees, (B) all sales or other
               dispositions of any assets of the Company, other than sales of
               inventory in the ordinary course of business, in excess of
               $250,000 in the aggregate,(C) all insurance and condemnation
               proceeds not otherwise promptly reinvested by the Company in
               replacement property of the same of similar nature, and (D) all
               of the proceeds of all settlements, judgments, awards, and
               sanctions, including reimbursements for attorneys' fees, received
               by the Company in connection with the litigation styled as Kari
               Heyser. Fred Eric Heyser and Meck Enterprises. LLC. et al v.
               Noble Roman's. Inc. et al. filed in Superior Court in Hamilton
               County, Indiana in June 2008 (Cause No. 29D01 0806 PL 739). All
               payments made pursuant to this provision shall be applied to the
               outstanding principal balance of Term Loan in inverse order of
               maturity.

          (vi) Excess Cash Flow Recapture Payments. In addition to the regularly
               scheduled payments of principal of the Term Loan required by
               Section 2(a)(ii) herein, and all mandatory payments required by
               Section 2(a)(v) herein, until all outstanding principal on the
               Term Loan has been paid in full, the Company shall prepay the
               principal of the Term Loan on the date that is ten (10) calendar
               days after the earlier of: (A) the date on which Company's annual
               audited financial statements for the immediately preceding fiscal
               year are delivered pursuant to Section 5(b)(i) herein, or (ii)
               the date on which such annual audited financial statements were
               required to be delivered pursuant to

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               Section 5(b)(i) herein, in an amount equal to seventy-five
               percent (75%) of the Company's Excess Cash Flow for the
               immediately preceding fiscal year (each such payment hereinafter
               called an "Excess Cash Flow Recapture Payment"). Each Excess Cash
               Flow Recapture Payment shall be accompanied by a certificate
               signed by the Company's Chief Financial Officer certifying the
               manner in which Excess Cash Flow and the resulting payment were
               calculated, which certificate shall be in form and substance
               satisfactory to the Bank. All such Excess Cash Flow Recapture
               Payments shall be applied to outstanding principal of the Term
               Loan in inverse order of maturity.

     b.   Additional Provisions Applicable to the Loan. The following provisions
          are applicable to the Loan:

          (i)  Provisions Applicable to LIBOR-based Rate. Notwithstanding any
               other provision of this Agreement, the Bank may elect not to
               offer the LIBOR-based Rate on any day on which the Bank has
               determined that it is not practical to quote such rate because of
               the unavailability of sufficient funds to the Bank for
               appropriate terms at rates approximating the then current or the
               relevant London Interbank Offered Rate, or because of legal or
               regulatory changes which make it impractical or burdensome for
               the Bank to lend money at the LIBOR-based Rate. In such event,
               the Bank may elect for a Prime-based Rate to apply which shall be
               determined in the sole and reasonable discretion of the Bank with
               the intention of approximating what would have been the
               LIBOR-based Rate if it had remained available. In addition, if,
               as a result of any regulatory change, the basis of taxation of
               payments to the Bank of the principal of or any interest on any
               Loan bearing interest at the LIBOR-based Rate or any other
               amounts payable hereunder in respect thereof, other than taxes
               imposed on the overall net income of the Bank, is changed, or any
               reserve, special deposit, or similar requirement relating to any
               extensions of credit or other assets of or any deposits with or
               other liabilities of the Bank are imposed, modified, or deemed
               applicable, and

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<PAGE>


               the Bank reasonably determines that, by reason thereof, the cost
               to it of making, issuing, or maintaining the Loan at the
               LIBOR-based Rate is increased by an amount deemed by it to be
               material, then the Company shall pay promptly upon demand to the
               Bank such additional amounts as the Bank reasonably determines
               will compensate for such increased costs; provided, however, that
               the Company shall not be the only borrower of the Bank that is
               singled out from a group of similarly situated borrowers of the
               Bank subject to this type of provision that is requested to remit
               increased costs. Any determination by the Bank of increased costs
               of maintaining deposits made pursuant to the provisions of this
               section shall be final, absent manifest error.

          (ii) Prepayment of Loan. The Company may prepay all or any portion of
               the principal amount of the Loan bearing interest at a
               LIBOR-based Rate upon delivery to the Bank of not less than three
               (3) Banking Days' prior written notice; provided, that if the
               Company makes any such prepayment other than on the last day of
               an Interest Period, the Company shall pay all accrued interest on
               the principal amount prepaid with such prepayment and, on demand,
               shall reimburse the Bank and hold the Bank harmless from all
               losses and expenses incurred by the Bank as a result of such
               prepayment, including, without limitation, any losses and
               expenses arising from the liquidation or reemployment of deposits
               acquired to fund or maintain the principal amount prepaid. Such
               reimbursement shall be calculated as though the Bank funded the
               principal amount prepaid through the purchase of U.S. Dollar
               deposits in the London, England interbank market having a
               maturity corresponding to such Interest Period and bearing an
               interest rate equal to the London Interbank Offered Rate for such
               Interest Period, whether in fact that is the case or not. The
               Bank's determination of the amount of such reimbursement shall be
               conclusive in the absence of manifest error. The foregoing shall
               apply to any prepayment made voluntarily, to mandatory payments
               made pursuant to Sections 2(a)(v) and 2(a)(vi) herein, and, where
               allowed by law,

                                       11
<PAGE>


               made involuntarily as a result of the acceleration of maturity
               upon the occurrence of an Event of Default or otherwise.

          (iii) Calculation of Interest. Interest on the Loan shall be
               calculated by applying the ratio of the annual interest rate over
               a year of 360 days, multiplied by the outstanding principal
               balance, multiplied by the actual number of days the principal
               balance is outstanding.

          (iv) Manner of Payment. All payments of principal and interest on the
               Loan shall be payable at the principal office of the Bank in
               Indianapolis, Indiana, in funds available for the Bank's
               immediate use in that city, and no payment will be considered to
               have been made until received in such funds. All payments
               received on account of the Loan shall be applied first to the
               satisfaction of any interest which is then due and payable, and
               to principal only after all interest which is due and payable has
               been satisfied, and then to fees and charges; provided that in
               the event of an Event of Default the Bank may apply payments in
               such order and manner as the Bank in its sole discretion shall
               determine. Any payment scheduled to be made on a day that is not
               a Banking Day shall be deemed due and payable on the first
               Banking Day immediately following such date, and interest shall
               accrue and be payable on the date of such payment.

          (v)  Automatic Debit. The Bank may debit when due all payments of
               principal and interest due under the terms of this Agreement to
               any deposit account of the Company carried with the Bank without
               further authority.

     Section 3. REPRESENTATIONS AND WARRANTIES. To induce the Bank to make the
Loan, the Company represents and warrants to the Bank that:

     a.   Organization of the Company and the Subsidiaries. The Company and each
          Subsidiary is a corporation organized, existing and in good standing
          under the laws of the State of Indiana. The exact name of the Company
          as it appears on its Articles of Incorporation is the name of the
          Company appearing on the signature pages hereof. The Company and each
          Subsidiary is qualified to do business in the State of Indiana

                                       12
<PAGE>


          and every other jurisdiction in which: (i) the nature of the business
          conducted or the character or location of properties owned or leased,
          or the residences or activities of employees make such qualification
          necessary, and (ii) failure so to qualify might impair the title of
          the Company or applicable Subsidiary to material properties or the
          Company's or the applicable Subsidiary's right to enforce material
          contracts or result in exposure of the Company or the applicable
          Subsidiary to liability for material penalties in such jurisdiction.
          No jurisdiction in which the Company is not qualified to do business
          has asserted that the Company is required to be qualified therein. The
          principal office of the Company and the Subsidiaries is located at One
          Virginia Avenue, Suite 300, Indianapolis, Indiana 46204. The Company
          does not conduct any material operations or keep any material amounts
          of property at any other location, except at 2750 Tobey Drive,
          Indianapolis, Indiana 46219. The Company has not done business under
          any name other than its present corporate name at any time during the
          six years preceding the date of this Agreement. Schedule I is a
          complete list of all of all Stores subject to Franchise Agreements
          existing as of the date hereof (all such locations shown on Schedule I
          is hereinafter collectively referred to as the "Current Locations").

     b.   Authorization; No Conflict. The execution and delivery of this
          Agreement, the borrowings hereunder, the execution and delivery of all
          of the other Loan Documents and the performance by the Company of its
          obligations under this Agreement and all of the other Loan Documents
          to which the Company is a party are within the Company's corporate
          powers, have been duly authorized by all necessary corporate action,
          have received any required governmental or regulatory agency approvals
          and do not and will not contravene or conflict with any provision of
          law or with the Articles of Incorporation or ByLaws of the Company or
          with any agreement binding upon the Company or its properties. The
          execution and delivery of this Agreement, the borrowings hereunder,
          the execution and delivery of all of the other Loan Documents do not
          and will not contravene or conflict with any provision of law or with
          any agreement binding upon it or any of its properties.

                                       13
<PAGE>

     c.   Validity and Binding Nature. This Agreement and all of the other Loan
          Documents are the legal, valid and binding obligations of the Company,
          enforceable against the Company in accordance with their respective
          terms, except to the extent that enforcement thereof may be limited by
          bankruptcy, insolvency, reorganization, moratorium and other laws
          enacted for the relief of debtors generally and other similar laws
          affecting the enforcement of creditors' rights generally or by
          equitable principles which may affect the availability of specific
          performance and other equitable remedies.

     d.   Financial Statements. The Company has delivered to the Bank its
          audited financial statements as of December 31, 2011, and for the
          fiscal year of the Company then ended, and its unaudited interim
          financial statements as of March 31, 2012, and for the fiscal quarter
          and partial fiscal year then ended. Such statements have been prepared
          in accordance with GAAP consistently applied except, as to the interim
          statements, for the absence of a statement of cash flows, footnotes
          and adjustments normally made at year end which are not material in
          amount. Such statements present fairly the financial position of the
          Company as of the dates thereof and the results of the operations of
          the Company for the periods covered, and since the date of the latest
          of such statements there has been no material adverse change in the
          financial position of the Company or in the results of the Company's
          operations.

     e.   Litigation and Contingent Liabilities. No litigation, arbitration
          proceedings or governmental proceedings are pending or threatened
          against the Company or Mobley which would, if adversely determined,
          materially and adversely affect their respective financial positions
          or the continued operations of the Company. The Company has no
          material contingent liabilities not provided for or disclosed in the
          financial statements referred to in Section 3(d) or in the "Schedule
          of Exceptions" attached hereto as Exhibit "C."

     f.   Liens. None of the assets of the Company are subject to any mortgage,
          pledge, title retention lien, or other lien, encumbrance or security
          interest except for liens and security interests described in the
          exceptions enumerated in Section 6(b) herein.

                                       14
<PAGE>

     g.   Employee Benefit Plans. Each Plan maintained by the Company is in
          material compliance with ERISA, the Code, and all applicable rules and
          regulations adopted by regulatory authorities pursuant thereto, and
          the Company has filed all reports and returns required to be filed by
          ERISA, the Code and such rules and regulations. No Plan maintained by
          the Company and no trust created under any such Plan has incurred any
          "accumulated funding deficiency" within the meaning of Section
          412(c)(1) of the Code, and the present value of all benefits vested
          under each Plan did not exceed, as of the last annual valuation date,
          the value of the assets of the respective Plans allocable to such
          vested benefits. The Company has no knowledge that any "reportable
          event" as defined in ERISA has occurred with respect to any Plan.

     h.   Payment of Taxes. The Company has filed all federal, state and local
          tax returns and tax related reports which the Company is required to
          file by any statute or regulation, and all taxes and any tax related
          interest payments and penalties that are due and payable have been
          paid, except for such as are being contested in good faith and by
          appropriate proceedings and as to which appropriate reserves have been
          established. Adequate provision has been made for the payment when due
          of all tax liabilities which have been incurred, but are not as yet
          due and payable.

     i.   Investment Company Act. The Company is not an "investment company" or
          a company "controlled" by an "investment company" within the meaning
          of the Investment Company Act of 1940, as amended.

     j.   Regulation U and other Federal Regulations. The Company is not engaged
          principally, or as one of its important activities, in the business of
          extending credit for the purpose of purchasing or carrying margin
          stock within the meaning of Regulation U of the Board of Governors of
          the Federal Reserve System. Not more than twenty-five percent (25%) of
          the assets of the Company or of any Subsidiary of the Company consists
          of margin stock, within the contemplation of Regulation U, as amended.
          No portion of the Loan made hereunder shall be used directly or
          indirectly

                                       15
<PAGE>


          to purchase ineligible securities, as defined by applicable
          regulations of the Federal Reserve Board.

     k.   Hazardous Substances. Except as disclosed on the "Schedule of
          Exceptions" attached hereto as Exhibit "C," to the best knowledge of
          the Company after due inquiry and investigation: (i) there are no
          underground storage tanks of any kind on any premises owned or
          occupied by or under lease to the Company; (ii) there are no tanks,
          drums or other containers of any kind on premises owned or occupied by
          or under lease to the Company, the contents of which are unknown to
          the Company; (iii) no premises owned or occupied by or under lease to
          the Company have ever been used, and as of the date of this Agreement,
          no such premises are being used for any activities involving the use,
          treatment, transportation, generation, storage or disposal of any
          Hazardous Substances in reportable quantities; and (iv) no Hazardous
          Substances in reportable quantities have been released on any such
          premises nor is there any threat of release of any Hazardous
          Substances in reportable quantities on any such premises.

     l.   Subsidiaries. The only Subsidiaries of the Company as of the date of
          this Agreement are Pi77aco and NR Realty.

     m.   Franchise Agreements. There is a Franchise Agreement in effect for
          each Store, and the Company is not presently in default in any
          material respect under any Franchise Agreement. True and complete
          copies of each Franchise Agreement in effect as of the Closing Date,
          as amended and modified through the Closing Date, are available for
          inspection by the Bank, and upon request at any time and from time to
          time (but, prior to the occurrence of an Event of Default, not more
          frequently than once in any period of twelve (12) months), the Company
          shall make complete copies of the Franchise Agreements available to
          the Bank for review and audit. The Company has entered into all
          Franchise Agreements necessary for it to conduct its business as
          conducted as of the Closing Date, and the Borrower has full right and
          title to franchise all processes, products, and procedures provided by
          to each franchisee under each Franchise Agreement. Nothing set forth
          in any Franchise Agreement

                                       16
<PAGE>


          prohibits or prevents the Company from assigning its rights thereunder
          to the Bank pursuant to the Assignment of Franchise Agreements.

     n.   Employment Matters. As of the Closing Date, there are no strikes,
          lockouts or slowdowns against the Company pending or, to the knowledge
          of the Company, threatened. All payments due from the Company, or for
          which any valid claim may be made against the Company, on account of
          wages and employee health and welfare insurance and other benefits,
          have been paid or accrued as a liability on the books of the Company.

     o.   Intellectual Property: Licenses. The Company owns or possesses the
          right to use all of the trademarks, service marks, trade names,
          copyrights, patents, patent rights, franchises, licenses, and other
          intellectual property rights that are reasonably necessary for the
          operation of its businesses, without conflict with the rights of any
          other Person. To the best knowledge of the Company, no slogan or other
          advertising device, product process, method, substance, part or other
          material now employed, or now contemplated to be employed, by the
          Company infringes upon any rights held by any other Person. No claim
          or litigation regarding any of the foregoing is pending or, to the
          best knowledge of the Company, threatened, which, either individually
          or in the aggregate, could reasonably be expected to have a Material
          Adverse Effect.

     Section 4. COLLATERAL. The Obligations shall be secured and supported as
provided in this Section:

     a.   Security Agreement. The Obligations shall be secured by a security
          interest in all of the Company's equipment, inventory, accounts
          receivable, chattel paper, software, general intangibles and all
          deposit accounts maintained by the Company individually or jointly
          with the Bank or any of the Bank's Affiliates, all whether now owned
          or hereafter acquired, and in all proceeds thereof, which security
          interest will be created by a Security Agreement (the "Security
          Agreement") in the form attached hereto as Exhibit "D." The Security
          Agreement shall provide a security interest in the collateral
          described therein subject only to liens and security interests
          described in the exceptions enumerated in Section 6(b) herein.

                                       17
<PAGE>


     b.   Guaranty Agreements. The Obligations, up to the maximum amount
          hereinafter provided, shall be supported by the unconditional guaranty
          of prompt payment of Mobley, which guaranty shall be evidenced by a
          Guaranty Agreement in the form attached hereto as Exhibit "F" (the
          "Mobley Guaranty Agreement"). Notwithstanding the foregoing, the
          maximum amount payable by Mobley under the Mobley Guaranty Agreement
          shall not exceed $1,255,000.00, together with interest on any amount
          thereof not paid when due at a rate per annum equal to the Prime Rate
          plus three percent (3%). The Obligations shall be further supported by
          the unconditional guaranty of prompt payment of each of Pizzaco and NR
          Realty evidenced by the Guaranty Agreements in the forms attached
          hereto as Exhibits "I" and "J," respectively (hereinafter called the
          "Pizzaco Guaranty Agreement" and the "NR Realty Guaranty Agreement,"
          respectively, and together with the Mobley Guaranty Agreement, each a
          "Guaranty Agreement," and collectively, the "Guaranty Agreements").
          Each of Mobley, Pizzaco, and NR Realty is hereinafter sometimes called
          a "Guarantor," and collectively, the "Guarantors."

     c.   Assignment of Franchise Agreements. The Obligations shall be further
          supported by a collateral assignment of all right, title and interest
          of the Company in and to the Franchise Agreements pursuant to a
          Collateral Assignment of Franchise Agreements in the form of Exhibit
          "E" attached hereto (the "Assignment of Franchise Agreements").

     d.   Life Insurance and Annuity Assignments. The Obligations shall be
          further secured by an assignment by the Company to the Bank of the
          Life Insurance Policy on the life of Mobley, which assignment shall be
          effected by the Assignment of Life Insurance Policy as Collateral in
          the form attached hereto as Exhibit "G" (hereinafter called the "Life
          Insurance Assignment").

     e.   Liens on Patents and Trademarks. The Obligations shall be further
          secured by a security interest in all of the Company's trademarks,
          service marks, and patents, all whether now owned or hereafter
          acquired, and in all proceeds thereof, which security interest will be
          created by a Security Agreement for Patents and Trademarks and

                                       18
<PAGE>


          Conditional Assignment (the "Trademark Security Agreement") in the
          form attached hereto as Exhibit "H." The Trademark Security Agreement
          will provide a security interest in the collateral described therein
          subject only to liens and security interests described in the
          exceptions enumerated in Section 6(b) herein.

     f.   Guarantor Security Agreements. The obligations of each of Pizzaco
          under its Guaranty Agreement, and all of the obligations of NR Realty
          under its Guaranty Agreement, shall be secured by a security interest
          in all of its equipment, inventory, accounts receivable, chattel
          paper, software, general intangibles and all deposit accounts
          maintained by the Guarantor individually or jointly with the Bank or
          any of the Bank's Affiliates, all whether now owned or hereafter
          acquired, and in all proceeds thereof, which security interest will be
          created by a Guarantor Security Agreement executed by Pizzaco and NR
          Realty in the forms attached hereto as Exhibits "K," and "L,"
          respectively (each a "Guarantor Security Agreement," and collectively,
          the "Guarantor Security Agreements'). Each Guarantor Security
          Agreement shall provide a security interest in the collateral
          described therein subject only to liens and security interests
          described in the exceptions enumerated in Section 6(b) herein.

     Section 5. AFFIRMATIVE COVENANTS. Until all Obligations terminate or are
paid and satisfied in full, the Company shall strictly observe the following
covenants:

     a.   Existence/Name. The Company shall preserve its corporate existence and
          shall not change its name as it appears on its Articles of
          Incorporation in effect as of the date hereof in any respect or its
          State of organization.

     b.   Reports, Certificates and Other Information. The Company shall furnish
          to the Bank copies of the following financial statements, certificates
          and other information:

          (i)  Annual Statements. As soon as available and in any event within
               ninety (90) days after the close of each fiscal year, the
               consolidated financial statements of the Company and its
               Subsidiaries for such fiscal year prepared and presented in
               accordance with GAAP, consistently applied (except for changes in
               which the independent accountants of the Company concur) in each
               case

                                       19
<PAGE>


               setting forth in comparative form corresponding figures for the
               preceding fiscal year, together with the review certificate of
               independent certified public accountants approved by the Bank,
               which approval shall not be unreasonably withheld.

          (ii) Interim Statements. As soon as available and in any event within
               forty-five (45) days after the end of each fiscal quarter, the
               consolidated interim financial statements of the Company and its
               Subsidiaries, consisting at a minimum of:

               A.   the balance sheet as of the end of the quarter, and

               B.   a statement of income for the quarter and for the partial or
                    full fiscal year ended as of the end of the quarter,

               all in reasonable detail and accompanied by the written
               representation of the chief financial officer of the Company that
               such financial statements have been prepared in accordance with
               GAAP (except that they need not include a statement of cash flows
               and footnotes and need not reflect adjustments normally made at
               year end, if such adjustments are not material in amount),
               consistently applied, (except for changes in which the
               independent accountants of the Company concur) and present fairly
               the financial position of the Company and its Subsidiaries and
               the results of their operation as of the dates of such statements
               and for the fiscal periods then ended.

          (iii) Mobley's Financial Statements. On or before April 30 each year,
               Mobley's personal financial statement on the Bank's standard
               form, and a complete copy of Mobley's federal and state income
               tax returns, or a complete copy of a properly and timely filed
               extension for time in which to file such taxes, and promptly upon
               the filing of such federal and state income tax returns pursuant
               to the time allowed by such extension, a complete copy of such
               income tax returns.

                                       20
<PAGE>


          (iv) Officer's Certificate. Contemporaneously with the furnishing of
               each set of financial statements provided for in Sections 5(b)(i)
               and 5(b)(ii), an Officer's Certificate.

          (v)  Monthly Dash Board Reports. Within thirty (30) days after the end
               of each calendar month, a complete copy of the Company's revenue
               reports for the month, including schedules showing all Stores
               opened and closed during such month.

          (vi) Orders. Prompt notice of any orders in any material proceedings
               to which the Company is a party, issued by any court or
               regulatory agency, federal or state, and if the Bank should so
               request, a copy of any such order.

          (vii) Notice of Default or Litigation. Immediately upon learning of
               the occurrence of an Event of Default or Unmatured Event of
               Default, or the institution of or any adverse determination in
               any litigation, arbitration proceeding or governmental proceeding
               which is material to the Company or Mobley, or the occurrence of
               any event which could have a material adverse effect upon the
               Company or Mobley, or a change in Control of the Company, written
               notice thereof describing the same and the steps being taken with
               respect thereto.

          (viii) Compliance Certificates. Within thirty (30) days following the
               end of each fiscal quarter, a certificate of the Chief Financial
               Officer or other appropriate officer of the Company demonstrating
               compliance with the financial covenants stated in Section 5(g).
               Such certificate shall relate the covenants to the quarter-end
               figures and shall otherwise be in such form and provide such
               detail as may be reasonably satisfactory to the Bank.

          (ix) Registration Statements and Reports. Promptly upon filing with
               the Securities and Exchange Commission or any state securities
               regulatory authority, copies of all registration statements and
               all periodic and special reports required or permitted to be
               filed under federal or state securities laws and regulations.

                                       21
<PAGE>


          (x)  Operating Budget. Within thirty (30) days following the end of
               each fiscal year, a complete copy of the Company's operating
               budget for the following fiscal year.

          (xi) Other Information. From time to time such other information
               concerning the Company or Mobley as the Bank may reasonably
               request.

     c.   Books, Records and Inspections. The Company shall maintain complete
          and accurate books and records, and permit access thereto by the Bank
          for purposes of inspection, copying and audit, and the Company shall
          permit the Bank to inspect its properties and operations at all
          reasonable times.

     d.   Insurance. In addition to any insurance required by the Security
          Agreement, the Company shall maintain such insurance as may be
          required by law and such other insurance, to such extent and against
          such hazards and liabilities, as is customarily maintained by
          companies similarly situated. The Company agrees to name the Bank as
          additional loss payee on any such insurance policy under a standard
          lender's loss payable clause and to provide a complete copy of any
          such policy to the Bank.

     e.   Taxes and Liabilities. The Company shall pay when due all taxes,
          license fees, assessments, and other liabilities, except such as are
          being contested in good faith and by appropriate proceedings and for
          which appropriate reserves have been established.

     f.   Compliance with Legal and Regulatory Requirements. The Company shall
          maintain material compliance with the applicable provisions of all
          federal, state and local statutes, ordinances and regulations and any
          court orders or orders of regulatory authorities issued thereunder.

     g.   Financial Covenants. The Company shall observe each of the following
          financial covenants which shall be determined on a consolidated basis:

          (i)  Maximum Total Leverage Ratio. As of the end of each period of
               four (4) consecutive fiscal quarters ending during the periods
               indicated in the table below, commencing with the period of four
               (4) consecutive fiscal quarters ending June 30, 2012, the Company
               shall maintain a Total Leverage Ratio

                                       22
<PAGE>


               (as hereinafter defined) not greater than that shown in the chart
               below for the period indicated:

                            Period                                Ratio
                            ------                                -----
                    Closing Date and until                      1.75 to 1.0
                       and on12/31/2012

                     On 1/1/2013, and at                        1.50 to 1.0
                     all times thereafter

               As used herein, the term "Total Leverage Ratio" means the ratio
               of Funded Debt to EBITDA for the period tested.

          (ii) Minimum Fixed Charge Coverage Ratio. As of the end of each period
               of four (4) consecutive fiscal quarters commencing with the
               period of four (4) consecutive fiscal quarters ending on June 30,
               2012, the Company shall maintain a minimum fixed charge coverage
               ratio of not less than 1.40 to 1.00. For purposes of this
               covenant, the phrase "minimum fixed charge coverage ratio" means,
               determined for the period tested, the ratio of: (A) the Company's
               EBITDA, minus unfunded capital expenditures and cash dividends
               and distributions to shareholders; to (B) the sum of cash
               interest expense, scheduled principal payments on the Loan, cash
               taxes, net lease payments.

     h.   Primary Banking Relationship. The Company shall maintain its primary
          concentration and deposit accounts with the Bank.

     i.   Employee Benefit Plans. The Company shall maintain and shall cause any
          Subsidiary to maintain all Plans in material compliance with ERISA,
          the Code, and all rules and regulations of regulatory authorities
          pursuant thereto and shall file and shall cause all Subsidiaries to
          file all reports required to be filed pursuant to ERISA, the Code, and
          such rules and regulations.

     j.   Hazardous Substances. If the Company or any Subsidiary should commence
          the use, treatment, transportation, generation, storage or disposal of
          any Hazardous Substance

                                       23
<PAGE>


          in reportable quantities in its operations in addition to those noted
          in Exhibit "C" attached hereto, the Company shall immediately notify
          the Bank of the commencement of such activity with respect to each
          such Ha7ardous Substance. The Company shall cause any Hazardous
          Substances which are now or may hereafter be used or generated in the
          operations of the Company or any Subsidiary in reportable quantities
          to be accounted for and disposed of in compliance with all applicable
          federal, state and local laws and regulations. The Company shall
          notify the Bank immediately upon obtaining knowledge that:

          (i)  any premises which have at any time been owned or occupied by or
               have been under lease to the Company or any Subsidiary are the
               subject of an environmental investigation by any federal, state
               or local governmental agency having jurisdiction over the
               regulation of any Hazardous Substances, the purpose of which
               investigation is to quantify the levels of Hazardous Substances
               located on such premises; or

          (ii) the Company or any Subsidiary has been named or is threatened to
               be named as a party responsible for the possible contamination of
               any real property or ground water with Hazardous Substances,
               including, but not limited to the contamination of past and
               present waste disposal sites.

          If the Company or any Subsidiary is notified of any event described at
          items (i) or (ii) above, the Company shall immediately engage or cause
          the Subsidiary to engage a firm or firms of engineers or environmental
          consultants appropriately qualified to determine as quickly as
          practical the extent of contamination and the potential financial
          liability of the Company or the Subsidiary with respect thereto, and
          the Bank shall be provided with a copy of any report prepared by such
          firm or by any governmental agency as to such matters as soon as any
          such report becomes available to the Company, and Company shall
          immediately establish reserves in the amount of the potential
          financial liability of the Company or the Subsidiary identified by
          such environmental consultants or engineers. The selection of any
          engineers or environmental consultants engaged pursuant to the
          requirements of this Section shall

                                       24
<PAGE>


          be subject to the approval of the Bank, which approval shall not be
          unreasonably withheld.

     k.   Compliance with Franchise Agreements. At all times, comply in all
          material respects with the terms and provisions of the Franchise
          Agreements, and cause such Franchise Agreements to be kept in full
          force and effect without termination, amendment, or modification,
          except for (i) any termination, amendment, or modification of a
          Franchise Agreement made in the ordinary course of business and which
          amendment or modification will not have a Material Adverse Effect on
          the Bank; and (ii) renewals or extensions on either substantially the
          same terms as the existing Franchise Agreement of such Store.

     Section 6. NEGATIVE COVENANTS. Until all Obligations terminate or are paid
and satisfied in full, the Company shall strictly observe the following
covenants:

     a.   Restricted Payments. The Company shall not purchase or redeem any
          shares of the capital stock of the Company or declare or pay any
          dividends thereon except for (i) dividends payable entirely in capital
          stock, and (ii) dividends payable to holders of the Company's
          preferred stock not exceeding $25,000 in the aggregate per fiscal
          quarter; provided, however, that notwithstanding the foregoing, in no
          event shall any dividends or other distribution be made to
          shareholders at any time that an Event of Default or Unmatured Event
          of Default has occurred and is continuing or would result therefrom.
          The Company shall not make any other distributions to shareholders as
          shareholders, or set aside any funds for any such purpose, or prepay,
          purchase or redeem any Subordinated Debt of the Company.

     b.   Liens. The Company shall not create or permit to exist any mortgage,
          pledge, title retention lien or other lien, encumbrance or security
          interest (all of which are hereafter referred to in this subsection as
          a "lien" or "liens") with respect to any property or assets now owned
          or hereafter acquired except:

          (i)  liens in favor of the Bank created pursuant to the requirements
               of this Agreement or otherwise;

                                       25
<PAGE>


          (ii) any lien or deposit with any governmental agency required or
               permitted to qualify the Company to conduct business or exercise
               any privilege, franchise or license, or to maintain
               self-insurance or to obtain the benefits of or secure obligations
               under any law pertaining to worker's compensation, unemployment
               insurance, old age pensions, social security or similar matters,
               or to obtain any stay or discharge in any legal or administrative
               proceedings, or any similar lien or deposit arising in the
               ordinary course of business;

          (iii) any mechanic's, worker's, repairmen's, carrier's, warehousemen's
               or other like liens arising in the ordinary course of business
               for amounts not yet due and for the payment of which adequate
               reserves have been established, or deposits made to obtain the
               release of such liens;

          (iv) easements, licenses, minor irregularities in title or minor
               encumbrances on or over any real property which do not, in the
               judgment of the Bank, materially detract from the value of such
               property or its marketability or its usefulness in the business
               of the Company;

          (v)  liens for taxes and governmental charges which are not yet due or
               which are being contested in good faith and by appropriate
               proceedings and for which appropriate reserves have been
               established; (vi) liens created by or resulting from any
               litigation or legal proceeding which is being contested in good
               faith and by appropriate proceedings and for which appropriate
               reserves have been established; and

          (vii) those specific liens now existing described on the "Schedule of
               Exceptions" attached hereto as Exhibit "C."

     c.   Guaranties. The Company shall not be a guarantor or surety of, or
          otherwise be responsible in any manner with respect to, any
          undertaking of any other person or entity, whether by guaranty
          agreement or by agreement to purchase any obligations, stock, assets,
          goods or services, or to supply or advance any funds, assets, goods or
          services, or otherwise, except for:

          (i)  guaranties in favor of the Bank;

                                       26
<PAGE>


          (ii) guaranties by endorsement of instruments for deposit made in the
               ordinary course of business; and

          (iii) those specific existing guaranties listed in the "Schedule of
               Exceptions" attached hereto as Exhibit "C."

     d.   Loans or Advances. The Company shall not make or permit to exist any
          loans or advances to any other person or entity except for:

          (i)  extensions of credit or credit accommodations to customers or
               vendors made by the Company in the ordinary course of its
               business as now conducted;

          (ii) reasonable salary advances to non-executive employees, and other
               advances to agents and employees for anticipated expenses to be
               incurred on behalf of the Company in the course of discharging
               their assigned duties; and

          (iii) the specific items listed in the "Schedule of Exceptions"
               attached hereto as Exhibit "C."

     e.   Mergers, Consolidations. Sales. Acquisition or Formation of
          Subsidiaries. The Company shall not be a party to any consolidation or
          to any merger and shall not purchase the capital stock of or otherwise
          acquire any equity interest in any other business entity. The Company
          shall not acquire any material part of the assets of any other
          business entity. The Company shall not sell, transfer, convey or lease
          all or any material part of its assets, except in the ordinary course
          of business, or sell or assign with or without recourse any
          receivables. The Company shall not cause to be created or otherwise
          acquire any Subsidiaries.

     f.   Margin Stock. The Company shall not use or cause or permit the
          proceeds of the Loan to be used, either directly or indirectly, for
          the purpose, whether immediate, incidental or ultimate, of purchasing
          or carrying any margin stock within the meaning of Regulation U of the
          Board of Governors of the Federal Reserve System, as amended from time
          to time.

     g.   Other Agreements. The Company shall not enter into any agreement
          containing any provision which would be violated or breached in
          material respect by the

                                       27
<PAGE>


          performance of its obligations under this Agreement or under any other
          Loan Document.

     h.   Judgments. The Company shall not permit any uninsured judgment or
          monetary penalty rendered against it or him in any judicial or
          administrative proceeding to remain unsatisfied for a period in excess
          of forty-five (45) days unless such judgment or penalty is being
          contested in good faith by appropriate proceedings and execution upon
          such judgment has been stayed, and unless an appropriate reserve has
          been established with respect thereto.

     i.   Principal Office. The Company shall not change the location of its
          principal office unless it gives not less than ten (10) days' prior
          written notice of such change to the Bank.

     j.   Hazardous Substances. The Company shall not allow or permit to
          continue the release or threatened release of any Hazardous Substance
          on any premises owned or occupied by or under lease to the Company or
          any Subsidiary.

     k.   Debt. The Company shall not incur nor permit to exist any indebtedness
          for borrowed money except to the Bank and except for those existing
          obligations disclosed on the "Schedule of Exceptions" attached hereto
          as Exhibit "C." For purposes of this covenant, the phrase
          "indebtedness for borrowed money" shall be construed to include
          capital lease obligations.

     l.   Government Regulations. The Company shall not: (i) be or become
          subject at any time to any law, regulation, or list of any
          governmental agency (including, without limitation, the U. S. Office
          of Foreign Assets Control list) that prohibits or limits the Bank from
          making any advance or extension of credit to the Company or from
          otherwise conducting business with the Company, or (ii) fail to
          provide documentary and other evidence of the Company's identity as
          may be requested by the Bank at any time to enable the Bank to verify
          the Company's identity or to comply with any applicable law or
          regulation, including, without limitation, Section 326 of the USA
          Patriot Act of 2001, 31 U.S. C. Section 5318.

                                       28
<PAGE>


     m.   Modification or Termination of Life Insurance Policy. The Company
          shall not modify, terminate, amend, revoke, surrender, borrow against,
          or default in any payment of premium or otherwise payable in
          connection with, the Life Insurance Policy,

     n.   Change in Control. The Company shall not permit, and there shall not
          occur, a change in the Control of the Company.

     o.   Change in Fiscal Year End. The Company will not change its fiscal year
          without the prior written consent of the Bank.

     p.   Change in Nature of Business; Restaurant Concepts. The Company shall
          not engage in any material line of business substantially different
          from those lines of business conducted by the Company on the date
          hereof or any business substantially related or incidental thereto, or
          operate any Store other than restaurants operated and/or franchised as
          a Noble Roman's Pizza restaurant, or a Tuscano's restaurant, or a
          Take-N-Bake store, in the formats and concepts in existence as of the
          date hereof.

     Section 7. CONDITIONS OF LENDING. The obligation of the Bank to make the
Term Loan shall be subject to fulfillment of each of the following conditions
precedent:

     a.   No Default. No Event of Default or Unmatured Event of Default shall
          have occurred and be continuing, and the representations and
          warranties of the Company contained in Section 3 shall be true and
          correct as of the date of this Agreement, except that after the date
          of this Agreement: (i) the representations contained in Section 3(d)
          will be construed so as to refer to the latest financial statements
          furnished to the Bank by the Company pursuant to the requirements of
          this Agreement; (ii) the representations contained in Section 3(k)
          (with respect to Hazardous Substances) will be construed so as to
          apply not only to the Company, but also to any Subsidiaries; (iii) the
          representation contained in Section 3(1) will be construed so as to
          except any Subsidiary which may hereafter be formed or acquired by the
          Company with the consent of the Bank; and (iv) all other
          representations will be construed to have been amended to conform with
          any changes of which the Bank shall previously have been given notice
          in writing by the Company or Mobley.

                                       29
<PAGE>


     b.   Documents to be Furnished at Closing. The Bank shall have received
          contemporaneously with the execution of this Agreement the following,
          each duly executed, currently dated, and in form and substance
          satisfactory to the Bank:

          (i)  The Term Note executed by the Company in the form attached hereto
               as Exhibit "B."

          (ii) The Security Agreement executed by the Company in the form
               attached hereto as Exhibit "D" and requisite Uniform Commercial
               Code financing statements.

          (iii) The Guaranty Agreement executed by Mobley in the form attached
               hereto as Exhibit "F."

          (iv) The Collateral Assignment of Franchise Agreements executed by the
               Company in the form attached hereto as Exhibit "E," together with
               a complete list of all current and existing Franchise Agreements
               in the form of Schedule Ito be attached hereto.

          (v)  The Schedule of Exceptions completed and executed by the Company
               in the form attached hereto as Exhibit "C."

          (vi) The Assignment of Life Insurance Policy as Collateral executed by
               the Company in the form attached hereto as Exhibit "G" and
               acknowledged by Northwestern Mutual Life Insurance Company,
               together with a complete copy of the Life Insurance Policy.

          (vii) Resolutions of the Board of Directors of the Company authorizing
               the execution, delivery and performance, respectively, of this
               Agreement and the other Loan Documents provided for in this
               Agreement to which the Company is a party, certified by the
               Secretary of the Board of Directors of the Company as of the date
               hereof.

          (viii) The Certificate of the Secretary of the Board of Directors of
               the Company certifying the names of the officer or officers
               authorized to execute this Agreement and the other Loan Documents
               provided for in this Agreement to

                                       30
<PAGE>


               which the Company is a party, together with a sample of the true
               signature of each such officer, dated as of the date hereof.

          (ix) A copy of the file-marked Articles of Incorporation of the
               Company certified as complete and correct as of a recent date by
               the Secretary of State of Indiana, and a complete copy of the
               By-Laws of the Company, certified as complete and correct by the
               Secretary of the Board of Directors of the Company.

          (x)  A currently dated Certificate of Existence for the Company issued
               by the Secretary of State of Indiana as of a recent date.

          (xi) Certificates evidencing the existence of all insurance required
               under the terms of this Agreement or any other Loan Documents.

          (xii) The opinion of counsel for the Company and its Subsidiaries
               addressed to the Bank to the effect that the representations
               stated in Sections 3(a), 3(b), 3(c), 3(i), and 3(1) herein are
               correct. Such opinion shall be in such form as may be reasonably
               acceptable to the Bank.

          (xiii) The Trademark Security Agreement in the form attached hereto as
               Exhibit "H" together with a complete list of all of the Company's
               trademarks, service marks, and patents as required therein.

          (xiv) The Guaranty Agreement executed by Pizzaco in the form attached
               hereto as Exhibit "I."

          (xv) The Guaranty Agreement executed by NR Realty in the form attached
               hereto as Exhibit "J."

          (xvi) The Guarantor Security Agreement executed by Pizzaco in the form
               attached hereto as Exhibit "K."

          (xvii) The Guarantor Security Agreement executed by NR Realty in the
               form attached hereto as Exhibit "L."

          (xviii) Resolutions of the Board of Directors of each of Pizzaco and
               NR Realty authorizing the execution, delivery and performance,
               respectively, of its Guaranty Agreement, Guarantor Security
               Agreement, and the other Loan

                                       31
<PAGE>


               Documents provided for in this Agreement to which the respective
               Guarantor is a party, certified by the Secretary of the Board of
               Directors of the Guarantor of the date hereof.

          (xix) The Certificate of the Secretary of the Board of Directors of
               each of Pizzaco and NR Realty certifying the names of the officer
               or officers authorized to execute its Guaranty Agreement,
               Guarantor Security Agreement, and the other Loan Documents
               provided for in this Agreement to which the respective Guarantor
               is a party, together with a sample of the true signature of each
               such officer, dated as of the date hereof.

          (xx) A copy of the file-marked Articles of Incorporation of each of
               Pizzaco and NR Realty certified as complete and correct as of a
               recent date by the Secretary of State of Indiana, and a complete
               copy of the By-Laws of each, certified as complete and correct by
               the Secretary of the Board of Directors of the respective
               Guarantor.

          (xxi) Currently dated Certificates of Existence for Pizzaco and NR
               Realty issued by the Secretary of State of Indiana as of a recent
               date.

          (xxii) Payment by the Company to the Bank of a closing fee of $37,500.

          (xxiii) Payment by the Company of all fees and expenses of the Bank
               incurred in connection with the preparation and closing of this
               Agreement, including but not limited to the fees and expenses of
               legal counsel.

          (xxiv) Such other documents as the Bank may reasonably require.

     Section 8. EVENTS OF DEFAULT. Each of the following shall constitute an
Event of Default under this Agreement:

     a.   Nonpayment of the Loan. Default in the payment when due of any amount
          payable under the terms of the Note or otherwise payable to the Bank
          or any other holder of the Note under the terms of this Agreement.

     b.   Nonpayment of Other Indebtedness for Borrowed Money. Default by the
          Company in the payment when due, whether by acceleration or otherwise,
          of any other material indebtedness for borrowed money, or default in
          the performance or observance of any

                                       32
<PAGE>


          obligation or condition with respect to any such other indebtedness if
          the effect of such default is to accelerate the maturity of such other
          indebtedness or to permit the holder or holders thereof, or any
          trustee or agent for such holders, to cause such indebtedness to
          become due and payable prior to its scheduled maturity, unless the
          Company is contesting the existence of such default in good faith and
          by appropriate proceedings.

     c.   Other Material Obligations. Subject to the expiration of any
          applicable grace period, default by the Company in the payment when
          due or in the performance or observance of any material obligation of,
          or condition agreed to by the Company, with respect to any material
          purchase or lease of goods, securities, or services, except only to
          the extent that the existence of any such default is being contested
          in good faith and by appropriate proceedings and that appropriate
          reserves have been established with respect thereto.

     d.   Bankruptcy, Insolvency. etc. The Company or any Guarantor admitting in
          writing its or his inability to pay its or his debts as they mature or
          an administrative, or a judicial order of dissolution or determination
          of insolvency being entered against the Company or any Guarantor, or
          the Company or any Guarantor applying for, consenting to, or
          acquiescing in the appointment of a trustee or receiver for the
          Company or the applicable Guarantor or any property owned by any of
          them, or the Company or any Guarantor making a general assignment for
          the benefit of creditors, or, in the absence of such application,
          consent or acquiescence, a trustee or receiver being appointed for the
          Company or any Guarantor or for a substantial part of its or his
          property and not being discharged within sixty (60) days; or any
          bankruptcy, reorganization, debt arrangement, or other proceeding
          under any bankruptcy or insolvency law, or any dissolution or
          liquidation proceeding being instituted by or against the Company or
          any Guarantor, and, if involuntary, being consented to or acquiesced
          in by the Company or the Guarantor or remaining for sixty (60) days
          undismissed.

                                       33
<PAGE>


     e.   Warranties and Representations. Any warranty or representation made by
          the Company or any Guarantor in this Agreement or any other Loan
          Document proving to have been false or misleading in any material
          respect when made, or any schedule, certificate, financial statement,
          report, notice, or other writing furnished by the Company or any
          Guarantor to the Bank proving to have been false or misleading in any
          material respect when made or delivered.

     f.   Violations of Negative and Financial Covenants. Failure by the Company
          to comply with or perform any covenant stated in Section 5(g) or
          Section 6 of this Agreement.

     g.   Noncompliance With Other Provisions of this Agreement. Failure of the
          Company to comply with or perform any covenant or other provision of
          this Agreement or to perform any other Obligation (which failure does
          not constitute an Event of Default under any of the preceding
          provisions of this Section 8) and continuance of such failure for
          thirty (30) days after notice thereof to the Company from the Bank.

     h.   Default Under Any Other Loan Document. The occurrence of an Event of
          Default as defined in any other Loan Document.

     i.   Default of Rate Management Obligations. The occurrence of any event of
          default, termination event, or other similar condition or event
          (howsoever described) with respect to Rate Management Obligations.

     Section 9. EFFECT OF EVENT OF DEFAULT/SETOFF. If any Event of Default
described in Section 8(d) shall occur, the maturity of the Loan shall
immediately be accelerated and the Note and the Loan evidenced thereby and all
other indebtedness and any other payment obligations of the Company to the Bank
shall become immediately due and payable, all without notice of any kind. When
any other Event of Default has occurred and is continuing, the Bank or any other
holder of the Note may accelerate payment of the Loan and declare the Note and
all other payment obligations due and payable, whereupon maturity of the Loan
shall be accelerated and the Note and the Loan evidenced thereby, and all other
payment obligations shall become immediately due and payable, all without notice
of any kind. The Bank or such other holder shall promptly advise the Company of
any such declaration, but failure to do so shall not impair the effect of such
declaration. The remedies of the Bank specified in this Agreement or in any
other Loan Document

                                       34
<PAGE>


 shall not be exclusive, and the Bank may avail itself of any other remedies
 provided by law as well as any equitable remedies available to the Bank.
 Further, upon the occurrence of an Event of Default which shall have occurred
 and be continuing, the Bank and each of its Affiliates is hereby authorized at
 any time and from time to time, to the fullest extent permitted by law, to set
 off and apply any and all deposits (general or special, time or demand,
 provisional or final) at any time held and other obligations at any time owing
 by the Bank or such Affiliate to or for the credit or the account of the Bank
 or any Guarantor against any of and all the Obligations, irrespective of
 whether or not the Bank shall have made any demand under the Loan Documents and
 although such obligations may be unmatured. This right of setoff includes all
 accounts which the Company holds jointly with someone else and all accounts the
 Company may open in the future; however, this does not include any IRA or Keogh
 accounts, or any trust accounts for which setoff would be prohibited by law.
 The Company authorizes the Bank, to the extent permitted by applicable law, to
 charge or setoff all sums owing on the Obligations against any and all such
 accounts, and, at the Bank's option, to administratively freeze all such
 accounts to allow the Bank to protect the Bank's charge and setoff rights
 provided in this Section.

     Section 10. WAIVER -- AMENDMENTS. No delay on the part of the Bank or any
holder of the Note in the exercise of any right, power or remedy shall operate
as a waiver thereof, nor shall any single or partial exercise by any of them of
any right, power or remedy preclude any other or further exercise thereof, or
the exercise of any other right, power or remedy. No amendment, modification or
waiver of, or consent with respect to any of the provisions of this Agreement or
the other Loan Documents or otherwise of the Obligations shall be effective
unless such amendment, modification, waiver or consent is in writing and signed
by the Bank.

     Section 11. NOTICES. Any notice given under or with respect to this
Agreement to the Company or the Bank shall be in writing and, if delivered by
hand or sent by overnight courier service, shall be deemed to have been given
when delivered and, if mailed, shall be deemed to have been given five (5)
calendar days after the date when sent by registered or certified mail, postage
prepaid, and addressed to the Company or the Bank at its address shown below, or
at such other address as any such party may, by written notice to the other
party to this Agreement, have designated as its address for such purpose. The
addresses referred to are as follows:

                                       35
<PAGE>


     As to the Company: Noble Roman's, Inc.
                        One Virginia Avenue, Suite 300
                        Indianapolis, Indiana 46204
                           Attention: Paul W. Mobley, Chairman, Chief Executive
                                      Officer, and Chief Financial Officer
                         Telephone: ( )


     As to the Bank:    BMO Harris Bank, N.A.
                        135 N. Pennsylvania Street, Suite 900
                        Indianapolis, IN 46204
                           Attention: Brandon Williamson, Vice President
                        Telephone: (317) 269-1267


                        with copy to: Madalyn S. Kinsey, Esquire
                                      Kroger, Gardis & Regas, L.L.P.
                                      111 Monument Circle, Suite 900
                                      Indianapolis, Indiana
                                      46204 Telephone: (317) 777-7429

     Section 12. COSTS, EXPENSES AND TAXES. The Company shall pay or reimburse
the Bank on demand for all reasonable out-of-pocket costs and expenses of the
Bank including reasonable attorneys' fees and legal expenses incurred by it in
connection with the drafting, negotiation, execution, and delivery of this
Agreement and the other Loan Documents, and in connection with the enforcement,
or restructuring in the nature of a workout, of this Agreement or any other Loan
Document. The Company shall also reimburse the Bank for expenses incurred by the
Bank in connection with any audit of the books and records or physical assets of
the Company conducted pursuant to any right granted to the Bank under the terms
of this Agreement or any other Loan Document. Such reimbursement shall include,
without limitation, reimbursement of the Bank for its overhead expenses
reasonably allocated to such audits. In addition, the Company shall pay or
reimburse the Bank for all expenses incurred by the Bank in connection with the
perfection of any security interests or mortgage liens granted to the Bank by
the Company and for any stamp or similar documentary or transaction taxes which
may be payable in connection with the execution or delivery of this Agreement or
any other Loan Document or in connection with any other instruments or documents
provided for herein or delivered or required in connection herewith including,
without

                                       36
<PAGE>


limitation, expenses incident to any lien or title search or title insurance
commitment or policy. All obligations provided for in this Section shall survive
termination of this Agreement.

     Section 13. SEVERABILITY. If any provision of this Agreement or any other
Loan Document is determined to be illegal or unenforceable, such provision shall
be deemed to be severable from the balance of the provisions of this Agreement
or such Document and the remaining provisions shall be enforceable in accordance
with their terms.

     Section 14. CAPTIONS. Section captions used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.

     Section 15. GOVERNING LAW -- JURISDICTION. Except as may otherwise be
expressly provided in any other Loan Document, this Agreement and all other Loan
Documents are made under and will be governed in all cases by the substantive
laws of the State of Indiana, notwithstanding the fact that Indiana conflicts of
law rules might otherwise require the substantive rules of law of another
jurisdiction to apply. The Company consents to the jurisdiction of any state or
federal court located within Marion County, Indiana, and waive personal service
of any and all process upon them. All service of process may be made by
messenger, by certified mail, return receipt requested, or by registered mail
directed to the Company at the address stated in Section 11. The Company waives
any objection which the Company may have to any proceeding commenced in a
federal or state court located within Marion County, Indiana, based upon
improper venue or forum non conveniens. Nothing contained in this Section shall
affect the right of the Bank to serve legal process in any other manner
permitted by law or to bring any action or proceeding against the Company or its
property in the courts of any other jurisdiction.

     Section 16. PRIOR AGREEMENTS, ETC. This Agreement supersedes all previous
agreements and commitments made by the Bank and the Company with respect to the
Loan and all other subjects of this Agreement, including, without limitation,
any oral or written proposals or commitments made or issued by the Bank and that
Summary of Terms and Conditions prepared by the Bank dated April 17, 2012.

     Section 17. SUCCESSORS AND ASSIGNS. This Agreement and the other Loan
Documents shall be binding upon and shall inure to the benefit of the Company
and the Bank and

                                       37
<PAGE>


their respective successors and assigns; provided, that the Company's rights
under this Agreement shall not be assignable without the prior written consent
of the Bank.

     Section 18. WAIVER OF JURY TRIAL. THE COMPANY AND THE BANK (BY ITS
ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE COMPANY,
MOBLEY AND THE BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THIS PROVISION IS A MATERIAL
INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING EVIDENCED BY THIS AGREEMENT.

     Section 19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which when taken
together shall be one and the same agreement.

     USA PATRIOT ACT NOTIFICATION.

     IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help
the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person or entity who opens an account,
including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. What this means for
the Company is that when the Company opens an account, the Bank will ask for the
Company's name, tax identification number, business address, and other
information which will allow the Bank to identify the Company. The Bank may also
ask to see the Company's legal organizational documents or other identifying
documents.




                           [Signatures on Next Page]

                                       38
<PAGE>


     IN WITNESS WHEREOF, the Company and the Bank have entered into this Credit
Agreement by their respective duly authorized officers as of May 15, 2012.


                                         NOBLE ROMAN'S, INC., an Indiana
                                         corporation





                                         By: /s/ Paul W. Mobley
                                             ----------------------
                                             Paul W. Mobley, Chairman,
                                             Chief Executive Officer, and
                                             Chief Financial Officer



                                         BMO HARRIS BANK N.A., a national
                                         banking association



                                        By:  /s/ Brandon Williamson
                                             ----------------------
                                             Brandon Williamson, Vice President


                                       39
<PAGE>

                               SECURITY AGREEMENT
                               ------------------


     NOBLE ROMAN'S, INC., an Indiana corporation (the "Company"), hereby grants
to BMO HARRIS BANK N.A., a national banking association (the "Bank") a security
interest in all of the Company's Equipment, Inventory, Accounts Receivable,
General Intangibles, Chattel Paper, Deposit Accounts, and Software, whether now
owned or hereafter acquired, and in the proceeds thereof, to secure the payment
and performance of all of the Obligations. Such security interest is granted on
the terms stated in this Security Agreement.


     1. DEFINITIONS. As used in this Security Agreement, the following terms
have the meanings indicated when used with the initial letter capitalized:

          (a) "Account Debtor" means a party who is obligated to the Company
     with respect to any Account Receivable, or General Intangible.

          (b) "Accounts Receivable" or "Account" is used as defined in the
     Uniform Commercial Code.

          (c) "Chattel Paper" is used as defined in the Uniform Commercial Code.

          (d) "Collateral" means all property or rights in which a security
     interest is granted under this Security Agreement.

          (e) "Collateral Account" is used as defined in Paragraph 10(a).

          (f) "Credit Agreement" means the Credit Agreement between the Company
     and the Bank dated the date of this Security Agreement, as it may be
     amended from time to time.

          (g) "Credit Facilities" means all loans, letters of credit, and any
     and all other credit facilities extended to or on behalf of the Company
     pursuant to the Credit Agreement.

          (h) "Default" means an "Event of Default" as defined in the Credit
     Agreement.

          (i) "Deposit Accounts" means all demand, time, savings, passbook, and
     similar accounts of the Company maintained with the Bank or any other bank.

          (j) "Equipment" means all of the furniture, fixtures, machinery,
     equipment, and other Goods of the Company, other than Inventory, farm
     products, or consumer goods, together with all tools, accessories, parts
     and accessions now in, attached to or hereafter placed in or added to such
     property, and any replacements of any such property.

                                   Page 1 of 7
<PAGE>


          (k) "General Intangibles" is used as defined in the Uniform Commercial
     Code.

          (l) "Goods" is used as defined in the Uniform Commercial Code.

          (m) "Inventory" means all Goods which are held for sale or lease to
     customers or which are furnished, have been furnished or are to be
     furnished under contracts of service, or which are raw materials, work in
     process or materials used or consumed in the Company's business.

          (n) "Obligations" is used as defined in the Credit Agreement.

          (o) "Software" is used as defined in the Uniform Commercial Code.

          (p) "Subsidiary" and "Subsidiaries" are used as defined in the Credit
     Agreement.

          (q) "Uniform Commercial Code" means the Uniform Commercial Code as in
     effect from time to time in the State of Indiana, or in the state where the
     relevant collateral is located.

     2. FINANCING STATEMENTS. The Company authorizes the Bank at the expense of
the Company to file a financing statement or statements in those public offices
deemed necessary by the Bank to perfect the security interest granted to it
herein. The Company shall execute and deliver any document that the Bank may
request to perfect or to further evidence or perfect the security interest
created by this Security Agreement including, without limitation, any
certificate or certificates of title to the Collateral with the security
interest of the Bank noted thereon or executed applications for such
certificates of title.

     3. LOCATION, INSPECTION AND PROTECTION OF COLLATERAL. Unless the Company
gives the Bank not less than ten (10) days prior written notice of additional
locations at which Inventory and Equipment shall be kept, all Inventory and
Equipment is kept and shall be kept at the following addresses:

         One Virginia Avenue, Suite 300   _____________________________
         Indianapolis, Indiana 46204      _____________________________


                                   Page 2 of 7
<PAGE>


Unless the Company gives the Bank written notice of the location of additional
offices where records of the Company relative to Accounts Receivable, Chattel
Paper, and General Intangibles are kept, all such records of the Company shall
be kept at the following address:

                         One Virginia Avenue, Suite 300
                           Indianapolis, Indiana 46204

which, the Company represents, is also the address of its principal office. The
Company shall not change the location of its principal office or state of
organization or its legal name under which it is organized as of the date hereof
unless the Company gives the Bank not less than 30 days' prior written notice of
such event. The Company shall, at all reasonable times and in a reasonable
manner, allow the officers, attorneys and accountants of the Bank to examine,
inspect, photocopy and make abstracts from the Company's books and records and
to verify Equipment and Inventory, the latter both as to quantity and quality,
and to arrange for verification of Accounts Receivable, under reasonable
procedures, directly with the Account Debtors or by other methods. The Company
shall also deliver to the Bank upon request any promissory notes or other papers
evidencing any Account and any guaranty or collateral and all Chattel Paper
together with appropriate endorsements and assignments and any information
relating thereto and shall do anything else the Bank may reasonably require to
further protect the Bank's interest in the Collateral. If any of the Collateral
consists of Equipment normally used in more than one state and the Company
intends to use any of such Collateral in any jurisdiction other than a state in
which the Company shall have previously advised the Bank such Collateral is to
be used, the Company shall not commence use in such other jurisdiction except
upon ten (10) days prior written notice to the Bank.

     4. FIXTURES. None of the Collateral is attached to real estate, so as to
constitute a fixture. If any Collateral is hereafter so attached to any real
estate, notice of the common address, legal description, and name of the owner
of record of such real estate shall be furnished to the Bank at least ten (10)
days prior to such attachment. If any Collateral is hereafter attached to real
estate prior to the perfection of the security interest created by this Security
Agreement in such Collateral, the Company shall, on demand, furnish the Bank
with a disclaimer of interest in the Collateral executed by each person having
an interest in such real estate.

     5. THE COMPANY'S TITLE. The Company has full and clear title to all of the
Collateral presently owned and shall have such title to all Collateral hereafter
acquired except for the security interest granted by this Security Agreement and
any other lien or security interest permitted under the terms of the Credit
Agreement, and the Company shall keep the Collateral free at all times from any
lien or encumbrance except those permitted by the Credit Agreement. No financing
statements covering all or any portion of the Collateral is on file at any
public office except as may be required or permitted by this Security Agreement
and the Credit Agreement.


                                   Page 3 of 7
<PAGE>


     6. THE COMPANY'S DUTY TO MAINTAIN THE COLLATERAL. The Company shall keep
all tangible Collateral in good order and repair and shall not waste or destroy
any of the Collateral. The Company shall not use the Collateral in violation of
any statute or ordinance or contrary to the provisions of any policy of
insurance thereon.

     7. INSURANCE. In addition to maintaining such insurance on the Collateral
as is required by the Credit Agreement, the Company shall, upon the reasonable
request of the Bank, keep the Collateral insured against such additional risks,
in such amounts and under such policies as the Bank may reasonably require and
with such companies as shall be reasonably acceptable to the Bank. All policies
providing insurance on the Collateral shall provide that any loss thereunder
shall be payable to the Bank under a standard form of secured lender's loss
payable endorsement. The Company authorizes the Bank to endorse on the Company's
behalf and to negotiate drafts reflecting proceeds of insurance on the
Collateral, provided that the Bank shall remit to the Company such surplus, if
any, as remains after the proceeds have been applied at the Bank's option, (a)
to the satisfaction of all of the Obligations or to the establishment of a cash
collateral account for the Obligations, or (b) to the replacement or repair of
the Collateral; provided, however, that so long as no Default exists, and
provided further that the Company can demonstrate to the Bank's satisfaction
that any proposed replacement or repair of collateral is economically and
physically feasible, such proceeds shall be applied, at the Company's option and
to the extent necessary, as provided in the foregoing clause (b). Certificates
evidencing the existence of all of the insurance required under the Credit
Agreement or this Security Agreement shall be furnished to the Bank by the
Company and the original policies providing such insurance shall be delivered to
the Bank at its request.

     8. ADVANCES TO PROTECT COLLATERAL. Upon failure of the Company to procure
any required insurance or to remove any prohibited encumbrance upon the
Collateral or if any policy providing any required insurance is canceled, the
Bank may procure such insurance or remove any encumbrance on the Collateral and
any amounts expended by the Bank for such purposes shall be immediately due and
payable by the Company to the Bank and shall be added to and become a part of
the Obligations secured hereby and shall bear interest at the Bank's Prime Rate,
as defined in the Credit Agreement, plus three percent (3%) per annum.

     9. DEALING WITH COLLATERAL PRIOR TO DEFAULT. Prior to Default and
thereafter until the Bank shall notify the Company of the revocation of such
authority:

          (a) the Company may, in the ordinary course of business, at its own
     expense, sell, lease or furnish under contracts of service, any of the
     Inventory normally held by the Company for such purposes, provided that a
     sale in the ordinary course of business shall not include a transfer in
     total or partial satisfaction of a debt, and the Company may use and


                                   Page 4 of 7
<PAGE>


     consume, in the ordinary course of its business, any raw materials, work in
     process or materials normally held by it for such purposes;

          (b) the Company shall, at its own expense, endeavor to collect, when
     due, all amounts due with respect to any Accounts or General Intangibles,
     and shall take such action with respect to collection as the Bank may
     reasonably request or, in the absence of such request, as the Company may
     deem advisable in accordance with sound business practice, and

          (c) the Company may grant, in the ordinary course of business, to any
     Account Debtor, any rebate, refund or adjustment to which such Account
     Debtor may be entitled, and may accept, in connection therewith, the return
     of the goods, the sale or lease of which shall have given rise to the
     obligation of the Account Debtor.


     10. DEALING WITH COLLATERAL AFTER DEFAULT. After Default and upon the
request of the Bank:

          (a) the Company, upon receipt of any checks, drafts, cash or other
     remittances in payment of Inventory sold or in payment of Accounts
     Receivable of the Company, shall deposit the same in a special collateral
     account (the "Collateral Account") maintained with the Bank; such proceeds
     shall be deposited in the form received except for the indorsement of the
     Company when required, which indorsement the Bank is authorized to make on
     the Company's behalf, and shall be held by the Bank as security for all
     Obligations;

          (b) the Company shall deliver to the Bank all other instruments and
     Chattel Paper which constitute proceeds from the sale of Collateral,
     whether then held or thereafter acquired; and

          (c) the Company shall keep segregated any such checks, drafts, cash,
     other instruments, Chattel Paper or other remittances from any of the
     Company's other funds or property and shall hold such items in trust for
     the benefit of the Bank until delivery to the Bank or deposit in the
     Collateral Account and the Bank may apply all or any portion of the funds
     on deposit in the Collateral Account against any Obligations in the order
     of application provided for in the Credit Agreement or, absent such
     provision, at the discretion of the Bank.

     After Default, the Bank may notify any Account Debtor to make payment
directly to the Bank of any amounts due or to become due under any Account
Receivable, General Intangible instrument or Chattel Paper and the Bank may
enforce the collection of any Account Receivable, General Intangible, instrument
or Chattel Paper in its name or in the name of the Company, by suit or
otherwise, and may surrender, release or exchange all or any part thereof or
compromise or extend or renew for any period, whether or not longer than the
original period, any indebtedness thereunder or


                                   Page 5 of 7
<PAGE>


evidenced thereby, and any Account Debtor will be fully protected in relying
upon the representation of the Bank that it has authority under the terms of
this Security Agreement to deal with any Account Receivable, General Intangible,
instrument or Chattel Paper and need not look beyond this Security Agreement and
such representation of the Bank to establish the Bank's authority in that
regard.

     11. SUBSTITUTION AND SALE OF EQUIPMENT. The Company may from time to time
so long as no Default has occurred and is continuing, substitute items of
Equipment so long as any new Equipment becomes subject to the security interest
created by this Security Agreement and is subject to no prior liens or security
interest other than those permitted by the Credit Agreement. So long as no
Default has occurred and is continuing, the Company may, in the ordinary course
of its business, sell or otherwise dispose of any items of Equipment for which
substitutes have been obtained or which are no longer useful to the Company in
its operations, provided that at least 10 days prior written notice of any
proposed disposition of any material amount of Equipment in a single or a
planned series of transactions is given to the Bank. Upon the request of the
Company, the Bank will deliver an appropriate release of its security interest
in any item of Equipment disposed of by the Company pursuant to the provisions
of this paragraph.

     12. REMEDIES UPON DEFAULT. Upon the occurrence of any Default the Bank
shall have with respect to the Collateral, in addition to all rights and
remedies specified in the Credit Agreement, this Security Agreement or any other
agreement between the Company and the Bank, the remedies of a secured party
under the Uniform Commercial Code, regardless of whether the Code in such form
has been enacted in the jurisdiction in which any such right or remedy is
asserted. Any notice required by law, including but not limited to notice of the
intended disposition of all or any portion of the Collateral, shall be deemed
reasonably and properly given if given at least 10 days prior to such
disposition in the manner prescribed for the giving of notices in the Credit
Agreement. Any proceeds of the disposition of any of the Collateral shall be
applied first to the payment of the expenses of the retaking, holding,
repairing, preparing for sale and sale of the Collateral, including reasonable
attorneys' fees and legal expenses in connection therewith and any balance of
such proceeds shall be applied by the Bank to the Obligations in such order as
the Bank shall determine.

     13. RELATION TO CREDIT AGREEMENT. This Security Agreement is given pursuant
to the terms of the Credit Agreement and shall be deemed a part thereof and
subject to the terms and conditions of the Credit Agreement.

     14. AUTHORITY. In order to induce the Bank to accept this Security
Agreement and to make the Credit Facilities available to the Company, the
Company represents and warrants to the Bank that: (i) the Company is a
corporation organized, existing and in good standing under the laws of the State
of Indiana; (ii) the execution and delivery of this Security Agreement are
within the


                                   Page 6 of 7
<PAGE>


Company's corporate powers, have been duly authorized by all necessary corporate
action and do not contravene or conflict with any provision of law or of the
Articles of Incorporation or By-Laws of the Company or of any agreement binding
upon the Company or its properties; (iii) the principal office of the Company is
located at One Virginia Avenue, Suite 300, Indianapolis, Indiana 46204; (iv)
this Security Agreement is the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms; and (v)
the exact legal name of the Company is as it appears on the signature line
hereof.

     15. NOTICES. Any notice required or otherwise given concerning this
Security Agreement by either party to the other shall be given as notices are
required to be given under the terms of the Credit Agreement.


     Dated as of May 15, 2012.


                                            NOBLE ROMAN'S, INC., an Indiana
                                            corporation




                                            By: /s/ Paul W. Mobley
                                                ----------------------
                                                Paul W. Mobley, Chairman, Chief
                                                Executive Officer, and
                                                Chief Financial Officer



                                   Page 7 of 7
<PAGE>

                               GUARANTY AGREEMENT
                               ------------------



     This undertaking and agreement (this "Guaranty") is made by PAUL W. MOBLEY,
an individual residing in the state of Indiana (the "Guarantor"), in favor of
BMO HARRIS BANK N.A., a national banking association (the "Bank") in
consideration of the credit facilities described in this Guaranty made or to be
made by the Bank to NOBLE ROMAN'S, INC., an Indiana corporation (the
"Borrower"). This Guaranty is on the following terms:

     1. BACKGROUND OF THIS GUARANTY -- CERTAIN DEFINITIONS. The Bank and the
Borrower are parties to a Credit Agreement dated the date of this Guaranty (the
"Credit Agreement") under the terms of which the Bank has agreed to extend to
the Borrower a term loan in the original principal amount of $5,000,000.00
(referred to in the Credit Agreement as the "Term Loan") subject to the
fulfillment of certain conditions, one of which is the execution and delivery by
the Guarantor of this Guaranty. This Guaranty is made by the Guarantor in
consideration of the agreement of the Bank to make the Term Loan (the "Loan").
All defined terms used in this Guaranty and which are not specifically defined
herein are used as defined in the Credit Agreement. The term "Obligations" as
used in this Guaranty means all of the obligations of the Borrower in favor of
the Bank of every type and description, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, including
but not limited to the Borrower's obligation to repay the principal of, interest
on and expenses of collection of the Loan as provided in the Credit Agreement
and the other Loan Documents, including all other obligations incurred pursuant
to the terms of the Credit Agreement and any other Loan Document including any
obligations arising on account of any amendment to or extension of the Credit
Agreement or any other Loan Document. The term "Default" means an "Event of
Default" as defined in the Credit Agreement.

     2. THE GUARANTY. The Guarantor guarantees the full and prompt payment of
all of the Obligations when due, whether at scheduled maturity or at maturity by
virtue of acceleration on account of a Default. The Guarantor further agrees to
pay to the Bank an amount equal to all expenses, including reasonable attorneys'
fees, paid or incurred by the Bank after Default in endeavoring to enforce this
Guaranty.

     Notwithstanding any other provision of this Guaranty, the maximum amount
which the Guarantor may be required to pay under the terms of this Guaranty
shall not exceed One Million Two Hundred Fifty-Five Thousand and 00/100 Dollars
($1,255,000.00), together with interest at a variable rate equal at all times to
the Prime Rate plus three percent (3%) per annum on any portion of any amount
payable under the terms of this Guaranty which remains unpaid after the date of
the Bank's demand for payment, plus expenses of enforcement of this Guaranty,
including reasonable attorney fees. As used in this paragraph, the term "Prime
Rate" means a variable per annum interest rate equal at all times to the rate of
interest established and quoted by the Bank as its Prime Rate, such rate to
change contemporaneously with each change in such established and quoted rate,
provided that it is understood that the Prime Rate shall not necessarily be
representative of the rate of interest actually charged by the Bank on any loan
or class of loans


                                   Page 1 of 5
<PAGE>


     3. FINANCIAL INFORMATION. As long as this Guaranty is in effect the
Guarantor shall furnish to the Bank on or before April 30 each calendar year the
Guarantor's personal financial statement, in such form as the Bank shall
reasonably require prepared, and on or before April 30 of the following calendar
year a complete copy of the Guarantor's federal and state income tax returns or
a complete copy of a properly and timely filed extension for time in which to
file such taxes, and promptly upon the filing of such federal and state income
tax returns pursuant to the time allowed by such extension a complete copy of
such income tax returns.

     4. GUARANTY ABSOLUTE. This Guaranty shall be absolute, continuing and
unconditional, irrespective of the irregularity, invalidity or unenforceability
of any other Loan Document and shall not be affected or impaired by any failure,
negligence or omission on the part of the Bank to realize upon and protect any
collateral for any of the Obligations. This Guaranty shall remain in full force
and effect until all of the Obligations have been satisfied in full. The Bank
may from time to time, without notice to the Guarantor and without affecting the
Guarantor's liability under this Guaranty:

     a.   obtain a security interest in any property of the Borrower or of any
          other party or parties to secure any of the Obligations;

     b.   obtain the primary or secondary liability of any party or parties in
          addition to the Borrower and the Guarantor with respect to any of the
          Obligations;

     c.   extend or renew any of the Obligations for any period beyond their
          original due dates;

     d.   release or compromise the liability of any other party or parties
          which are now or may hereafter become primarily or secondarily liable
          with respect to any of the Obligations;

     e.   release any security interest which the Bank now has or may hereafter
          obtain in any property securing any of the Obligations and permit any
          substitution or exchange of any such property;

     f.   proceed against the Guarantor for payment of the Obligations, whether
          or not the Bank shall have resorted to any property securing any of
          the Obligations or shall have proceeded against the Borrower or any
          other party primarily or secondarily liable with respect to any of the
          Obligations;

     g.   amend the terms of the Credit Agreement together with the Borrower
          from time to time in any particulars; or

     h.   extend loans and other credit accommodations to the Borrower in
          addition to the Term Loan.

                                   Page 2 of 5
<PAGE>


     5. ASSIGNMENT AND PARTICIPATIONS. The Bank may, without notice to the
Borrower or the Guarantor, sell or otherwise assign all or any portion of the
Obligations and any participations therein, and upon any such sale or
assignment, the transferee shall have the right to enforce this Guaranty to the
extent of the transferee's interest directly against the Guarantor as fully as
if the transferee were specifically named in the Guaranty as the holder of such
interest, but the Bank shall have the unimpaired right to enforce this Guaranty
for the benefit of the Bank and for the benefit of any participant in respect of
whose participation the Bank has retained such right.

     6. WAIVER OF SUBROGATION. In order to induce the Bank to make the Loan in
reliance, in part, upon this Guaranty, notwithstanding the fact that the
Guarantor is an "insider" with respect to the Borrower, as the term "insider" is
defined in the Bankruptcy Code, the Guarantor waives for itself, its legal
representatives and assigns any right of indemnity, reimbursement or
contribution from the Borrower or any other person obligated with respect to any
of the Obligations (any such other person being referred to hereafter in this
paragraph as a "Co-Obligor") or from the property of the Borrower or from the
property of any Co-Obligor, and the Guarantor further waives any right of
subrogation to the rights of the Bank against the Borrower or any Co-Obligor or
the property of the Borrower or any Co-Obligor which would otherwise arise by
virtue of any payment made by the Guarantor to the Bank on account of this
Guaranty, whether any such right of indemnity, reimbursement, contribution or
subrogation would otherwise arise by virtue of contract, whether express or
implied, with any person or as a matter of law or equity, and the Guarantor
undertakes on behalf of itself, its legal representatives and assigns that
neither the Guarantor nor the Guarantor's legal representatives or assigns will
attempt to exercise or accept the benefits of any such right and should the
Guarantor or the Guarantor's legal representative or assigns receive any payment
or distribution of money or other property on account of such right
notwithstanding the provisions of this paragraph, such money or other property
shall be held in trust by the recipient for the Bank and shall immediately be
delivered to the Bank for application to the Obligations in the same form as
received, with the addition only of such endorsements or assignments as may be
necessary to perfect the title of the Bank thereto.

     7. OTHER WAIVERS. The Guarantor waives: (i) notice of the acceptance of
this Guaranty, (ii) notice of the existence and creation of all or any of the
Obligations, (iii) notice of nonpayment of any of the Obligations, (iv)
diligence by the Bank in collection of the Obligations and the protection of or
realization upon any collateral for the Obligations, and (v) any and all
defenses available to Guarantor based on suretyships or impairment of
collateral, including but not limited to those provided by Indiana Code
Sec.26-1-3.1-605. The Guarantor will not cause or permit any of Guarantor's
property, business or assets to be sold, terminated, assigned, leased, conveyed,
pledged or otherwise transferred or encumbered without fair and adequate
consideration so long as any of the Obligations remains unpaid.

     8. REINSTATEMENT. If any amount which is paid to the Bank by the Borrower
or any other party and which is applied by the Bank to the satisfaction of any
of the Obligations, is


                                   Page 3 of 5
<PAGE>


returned by the Bank to the Borrower or such other party or a trustee in
Bankruptcy or other legal representative of the Borrower or such other party by
virtue of a claim that such payment constituted a voidable preference under the
Bankruptcy Code or under any state insolvency law, whether such amount is
returned under court order or pursuant to settlement of the claim of preference,
then this Guaranty shall be reinstated as to such amount as though such payment
to the Bank had never been made and notwithstanding any intervening return or
cancellation of any note or other instrument or agreement evidencing the
reinstated Obligations.

     9. SUBORDINATION. All obligations of the Borrower to the Guarantor (the
"Junior Obligations") are and shall hereafter be subordinate and inferior in
right of payment to all of the Obligations. Notwithstanding any provision to the
contrary contained in promissory note or any other agreement between the
Borrower and the Guarantor with respect to the Junior Obligations, the Borrower
shall not make and shall not be required to make any payment on account of the
principal of or interest on the Junior Obligations until the Obligations have
been paid in full; provided, however, that if the Bank so requests, such
indebtedness of the Borrower to the Guarantor shall be collected, enforced and
received by the Guarantor as trustee for the Bank and shall be paid over to the
Bank on account of the Obligations of the Borrower to the Bank, but without
reducing or affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty. Notwithstanding the foregoing, prior to the
occurrence of an Event of Default or Unmatured Event of Default as defined in
the Credit Agreement, the Borrower may make regularly scheduled payments of
principal and interest on the Junior Obligations. In the event of the
liquidation of the Borrower or the distribution of any of its assets or the
securities of any successor on account of any liquidation, bankruptcy,
receivership, reorganization, assignment for the benefit of creditors or similar
proceeding, the Guarantor shall not be entitled to any payment or distribution
on account of any Junior Obligation until all Obligations have been satisfied in
full.

     10. MISCELLANEOUS. This Guaranty shall be binding upon the Guarantor, upon
the Guarantor's legal representatives, successors and assigns. If any provision
of this Guaranty is determined to be illegal or unenforceable, such provision
shall be deemed to be severable from the balance of the provisions of this
Guaranty and the remaining provisions shall be enforceable in accordance with
their terms.

     11. CHOICE OF LAW. This Guaranty is made under and will be governed in all
cases by the substantive laws of the State of Indiana, notwithstanding the fact
that Indiana conflicts of law rules might otherwise require the substantive
rules of law of another jurisdiction to apply.


                            [Signature on Next Page]


                                   Page 4 of 5
<PAGE>


     Dated as of May 15, 2012.



                                              /s/ Paul W. Mobley
                                              ------------------
                                              Paul W. Mobley












                                   Page 5 of 5
<PAGE>

                               GUARANTY AGREEMENT
                               ------------------
                                 (Pizzaco, Inc.)

     This undertaking and agreement (this "Guaranty") is made by PIZZACO, INC.,
an Indiana corporation (the "Guarantor"), in favor of BMO HARRIS BANK N.A., a
national banking association (the "Bank") in consideration of the credit
facilities described in this Guaranty made or to be made by the Bank NOBLE
ROMAN'S, INC., an Indiana corporation (the "Borrower"). This Guaranty is on the
following terms:

     1. BACKGROUND OF THIS GUARANTY -- CERTAIN DEFINITIONS. The Bank and the
Borrower are parties to a Credit Agreement dated the date of this Guaranty (the
"Credit Agreement") under the terms of which the Bank has agreed to extend to
the Borrower a term loan in the original principal amount of $5,000,000.00
(referred to in the Credit Agreement as the "Term Loan" or "Loan") subject to
the fulfillment of certain conditions, one of which is the execution and
delivery by the Guarantor of this Guaranty. This Guaranty is made by the
Guarantor in consideration of the agreement of the Bank to make the Term Loan..
All defined terms used in this Guaranty and which are not specifically defined
herein are used as defined in the Credit Agreement. The term "Obligations" as
used in this Guaranty means all of the obligations of the Borrower in favor of
the Bank of every type and description, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, including
but not limited to the Borrower's obligation to repay the principal of, interest
on and expenses of collection of the Loan as provided in the Credit Agreement
and the other Loan Documents, including all other obligations incurred pursuant
to the terms of the Credit Agreement and any other Loan Document including any
obligations arising on account of any amendment to or extension of the Credit
Agreement or any other Loan Document. The term "Default" means an "Event of
Default" as defined in the Credit Agreement.

     2. THE GUARANTY. The Guarantor guarantees the full and prompt payment of
all of the Obligations when due, whether at scheduled maturity or at maturity by
virtue of acceleration on account of a Default. The Guarantor further agrees to
pay to the Bank an amount equal to all expenses, including reasonable attorneys'
fees, paid or incurred by the Bank after Default in endeavoring to enforce this
Guaranty.

     Notwithstanding any other provision of this Guaranty, the Guarantor's
liability hereunder shall be limited to the lesser of the following amounts
minus, in either case, One Dollar ($1.00):

     a.   the lowest amount which would render this Guaranty a fraudulent
          transfer under Section 548 of the Bankruptcy Code of 1978, as amended,
          or

     b.   if this Guaranty is subject to the Uniform Fraudulent Transfer Act
          (the "UFTA") or the Uniform Fraudulent Conveyance Act (the "UFCA") or
          any similar or analogous statute or rule of law, then the lowest
          amount which would render this Guaranty a fraudulent conveyance under
          the UFTA, the UFCA, or any such similar or analogous statute or rule
          of law.

                                   Page 1 of 5
<PAGE>


     The amount of the limitation imposed upon the Guarantor's liability under
the terms of the preceding sentence shall be subject to redetermination as of
each date a "transfer" is deemed to have been made on account of this Guaranty
under applicable law. The Guarantor acknowledges that information concerning the
Guarantor's financial condition is under the control of the Guarantor and is
more readily available to the Guarantor than to the Bank, and for that reason
the Guarantor agrees that should the Guarantor claim that the amount of its
liability under this Guaranty is less than the full amount of the Obligations
because of the provisions of this paragraph, then the burden of proving the
facts which would result in such limitation shall be upon the Guarantor.


     3. FINANCIAL INFORMATION. As long as this Guaranty is in effect the
Guarantor shall furnish to the Bank the following:

     a.   Certificates Regarding Solvency. At such times as the Bank may
          reasonably require, a "Certificate Regarding Solvency" in the form
          attached "Annex."

     b.   Notice of Adverse Change in Financial Condition. Written notice of the
          occurrence of any material adverse change in the financial condition
          of the Guarantor since the date of this Guaranty.

     c.   Other Information. Such other information relating to the financial
          condition of the Guarantor as the Bank may reasonably require.

     4. GUARANTY ABSOLUTE. This Guaranty shall be absolute, continuing and
unconditional, irrespective of the irregularity, invalidity or unenforceability
of any other Loan Document and shall not be affected or impaired by any failure,
negligence or omission on the part of the Bank to realize upon and protect any
collateral for any of the Obligations. This Guaranty shall remain in full force
and effect until all of the Obligations have been satisfied in full. The Bank
may from time to time, without notice to the Guarantor and without affecting the
Guarantor's liability under this Guaranty:

     a.   obtain a security interest in any property of the Borrower or of any
          other party or parties to secure any of the Obligations;

     b.   obtain the primary or secondary liability of any party or parties in
          addition to the Borrower and the Guarantor with respect to any of the
          Obligations;

     c.   extend or renew any of the Obligations for any period beyond their
          original due dates;

     d.   release or compromise the liability of any other party or parties
          which are now or may hereafter become primarily or secondarily liable
          with respect to any of the Obligations;

                                   Page 2 of 5
<PAGE>


     e.   release any security interest which the Bank now has or may hereafter
          obtain in any property securing any of the Obligations and permit any
          substitution or exchange of any such property;

     f.   proceed against the Guarantor for payment of the Obligations, whether
          or not the Bank shall have resorted to any property securing any of
          the Obligations or shall have proceeded against the Borrower or any
          other party primarily or secondarily liable with respect to any of the
          Obligations;

     g.   amend the terms of the Credit Agreement together with the Borrower
          from time to time in any particulars; or

     h.   extend loans and other credit accommodations to the Borrower in
          addition to the Term Loan.

     5. ASSIGNMENT AND PARTICIPATIONS. The Bank may, without notice to the
Borrower or the Guarantor, sell or otherwise assign all or any portion of the
Obligations and any participations therein, and upon any such sale or
assignment, the transferee shall have the right to enforce this Guaranty to the
extent of the transferee's interest directly against the Guarantor as fully as
if the transferee were specifically named in the Guaranty as the holder of such
interest, but the Bank shall have the unimpaired right to enforce this Guaranty
for the benefit of the Bank and for the benefit of any participant in respect of
whose participation the Bank has retained such right.

     6. WAIVER OF SUBROGATION. In order to induce the Bank to make the Loan in
reliance, in part, upon this Guaranty, notwithstanding the fact that the
Guarantor is an "insider" with respect to the Borrower, as the term "insider" is
defined in the Bankruptcy Code, the Guarantor waives for itself, its legal
representatives and assigns any right of indemnity, reimbursement or
contribution from the Borrower or any other person obligated with respect to any
of the Obligations (any such other person being referred to hereafter in this
paragraph as a "Co-Obligor") or from the property of the Borrower or from the
property of any Co-Obligor, and the Guarantor further waives any right of
subrogation to the rights of the Bank against the Borrower or any Co-Obligor or
the property of the Borrower or any Co-Obligor which would otherwise arise by
virtue of any payment made by the Guarantor to the Bank on account of this
Guaranty, whether any such right of indemnity, reimbursement, contribution or
subrogation would otherwise arise by virtue of contract, whether express or
implied, with any person or as a matter of law or equity, and the Guarantor
undertakes on behalf of itself, its legal representatives and assigns that
neither the Guarantor nor the Guarantor's legal representatives or assigns will
attempt to exercise or accept the benefits of any such right and should the
Guarantor or the Guarantor's legal representative or assigns receive any payment
or distribution of money or other property on account of such right
notwithstanding the provisions of this paragraph, such money or other property
shall be held in trust by the recipient for the Bank and shall immediately be
delivered to the Bank for application to the Obligations in the same form as
received, with the addition only of such endorsements or assignments as may be
necessary to perfect the title of the Bank thereto.


                                   Page 3 of 5
<PAGE>


     7. OTHER WAIVERS. The Guarantor waives: (i) notice of the acceptance of
this Guaranty, (ii) notice of the existence and creation of all or any of the
Obligations, (iii) notice of nonpayment of any of the Obligations, (iv)
diligence by the Bank in collection of the Obligations and the protection of or
realization upon any collateral for the Obligations, and (v) any and all
defenses available to Guarantor based on suretyships or impairment of
collateral, including but not limited to those provided by Indiana Code
Sec.26-1-3.1-605. The Guarantor will not cause or permit any of Guarantor's
property, business or assets to be sold, terminated, assigned, leased, conveyed,
pledged or otherwise transferred or encumbered without fair and adequate
consideration so long as any of the Obligations remains unpaid.

     8. REINSTATEMENT. If any amount which is paid to the Bank by the Borrower
or any other party and which is applied by the Bank to the satisfaction of any
of the Obligations, is returned by the Bank to the Borrower or such other party
or a trustee in Bankruptcy or other legal representative of the Borrower or such
other party by virtue of a claim that such payment constituted a voidable
preference under the Bankruptcy Code or under any state insolvency law, whether
such amount is returned under court order or pursuant to settlement of the claim
of preference, then this Guaranty shall be reinstated as to such amount as
though such payment to the Bank had never been made and notwithstanding any
intervening return or cancellation of any note or other instrument or agreement
evidencing the reinstated Obligations.

     9. SUBORDINATION. All obligations of the Borrower to the Guarantor (the
"Junior Obligations") are and shall hereafter be subordinate and inferior in
right of payment to all of the Obligations. Notwithstanding any provision to the
contrary contained in promissory note or any other agreement between the
Borrower and the Guarantor with respect to the Junior Obligations, the Borrower
shall not make and shall not be required to make any payment on account of the
principal of or interest on the Junior Obligations until the Obligations have
been paid in full; provided, however, that if the Bank so requests, such
indebtedness of the Borrower to the Guarantor shall be collected, enforced and
received by the Guarantor as trustee for the Bank and shall be paid over to the
Bank on account of the Obligations of the Borrower to the Bank, but without
reducing or affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty. Notwithstanding the foregoing, prior to the
occurrence of an Event of Default or Unmatured Event of Default as defined in
the Credit Agreement, the Borrower may make regularly scheduled payments of
principal and interest on the Junior Obligations. In the event of the
liquidation of the Borrower or the distribution of any of its assets or the
securities of any successor on account of any liquidation, bankruptcy,
receivership, reorganization, assignment for the benefit of creditors or similar
proceeding, the Guarantor shall not be entitled to any payment or distribution
on account of any Junior Obligation until all Obligations have been satisfied in
full.

     10. MISCELLANEOUS. This Guaranty shall be binding upon the Guarantor, upon
the Guarantor's legal representatives, successors and assigns. If any provision
of this Guaranty is

                                   Page 4 of 5
<PAGE>


determined to be illegal or unenforceable, such provision shall be deemed to be
severable from the balance of the provisions of this Guaranty and the remaining
provisions shall be enforceable in accordance with their terms.

     11. CHOICE OF LAW. This Guaranty is made under and will be governed in all
cases by the substantive laws of the State of Indiana, notwithstanding the fact
that Indiana conflicts of law rules might otherwise require the substantive
rules of law of another jurisdiction to apply.

     12. AUTHORITY. In order to induce the Bank to accept this Guaranty and to
make the Loan to the Borrower, the Guarantor represents and warrants to the Bank
that: (i) the Guarantor is a corporation organized, existing and in good
standing under the laws of the State of Indiana; (ii) the execution and delivery
of this Guaranty are within the Guarantor's corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene or conflict
with any provision of law or of the Articles of Incorporation or By-laws of the
Guarantor or of any agreement binding upon the Guarantor or its properties, and
(iii) this Guaranty is the legal, valid and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with its terms.


     Dated as of May 15, 2012.

                                          PIZZACO, INC., an Indiana corporation


                                          By: /s/ Paul W. Mobley
                                              ----------------------
                                              Paul W. Mobley, Chairman,
                                              Chief Executive Officer, and
                                              Chief Financial Officer



                                   Page 5 of 5
<PAGE>

                               GUARANTY AGREEMENT
                               ------------------
                               (N.R. Realty, Inc.)

     This undertaking and agreement (this "Guaranty") is made by N.R. REALTY,
INC., an Indiana corporation (the "Guarantor"), in favor of BMO HARRIS BANK
N.A., a national banking association (the "Bank") in consideration of the credit
facilities described in this Guaranty made or to be made by the Bank NOBLE
ROMAN'S, INC., an Indiana corporation (the "Borrower"). This Guaranty is on the
following terms:

     1. BACKGROUND OF THIS GUARANTY -- CERTAIN DEFINITIONS. The Bank and the
Borrower are parties to a Credit Agreement dated the date of this Guaranty (the
"Credit Agreement") under the terms of which the Bank has agreed to extend to
the Borrower a term loan in the original principal amount of $5,000,000.00
(referred to in the Credit Agreement as the "Term Loan" or "Loan") subject to
the fulfillment of certain conditions, one of which is the execution and
delivery by the Guarantor of this Guaranty. This Guaranty is made by the
Guarantor in consideration of the agreement of the Bank to make the Term Loan.
All defined terms used in this Guaranty and which are not specifically defined
herein are used as defined in the Credit Agreement. The term "Obligations" as
used in this Guaranty means all of the obligations of the Borrower in favor of
the Bank of every type and description, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, including
but not limited to the Borrower's obligation to repay the principal of, interest
on and expenses of collection of the Loan as provided in the Credit Agreement
and the other Loan Documents, including all other obligations incurred pursuant
to the terms of the Credit Agreement and any other Loan Document including any
obligations arising on account of any amendment to or extension of the Credit
Agreement or any other Loan Document. The term "Default" means an "Event of
Default" as defined in the Credit Agreement.

     2. THE GUARANTY. The Guarantor guarantees the full and prompt payment of
all of the Obligations when due, whether at scheduled maturity or at maturity by
virtue of acceleration on account of a Default. The Guarantor further agrees to
pay to the Bank an amount equal to all expenses, including reasonable attorneys'
fees, paid or incurred by the Bank after Default in endeavoring to enforce this
Guaranty.

     Notwithstanding any other provision of this Guaranty, the Guarantor's
liability hereunder shall be limited to the lesser of the following amounts
minus, in either case, One Dollar ($1.00):

     a.   the lowest amount which would render this Guaranty a fraudulent
          transfer under Section 548 of the Bankruptcy Code of 1978, as amended,
          or

     b.   if this Guaranty is subject to the Uniform Fraudulent Transfer Act
          (the "UFTA") or the Uniform Fraudulent Conveyance Act (the "UFCA") or
          any similar or analogous statute or rule of law, then the lowest
          amount which would render this Guaranty a fraudulent conveyance under
          the UFTA, the UFCA, or any such similar or analogous statute or rule
          of law.


                                   Page 1 of 5
<PAGE>


The amount of the limitation imposed upon the Guarantor's liability under the
terms of the preceding sentence shall be subject to redetermination as of each
date a "transfer" is deemed to have been made on account of this Guaranty under
applicable law. The Guarantor acknowledges that information concerning the
Guarantor's financial condition is under the control of the Guarantor and is
more readily available to the Guarantor than to the Bank, and for that reason
the Guarantor agrees that should the Guarantor claim that the amount of its
liability under this Guaranty is less than the full amount of the Obligations
because of the provisions of this paragraph, then the burden of proving the
facts which would result in such limitation shall be upon the Guarantor.

     3. FINANCIAL INFORMATION. As long as this Guaranty is in effect the
Guarantor shall furnish to the Bank the following:

     a.   Certificates Regarding Solvency. At such times as the Bank may
          reasonably require, a "Certificate Regarding Solvency" in the form
          attached "Annex."

     b.   Notice of Adverse Change in Financial Condition. Written notice of the
          occurrence of any material adverse change in the financial condition
          of the Guarantor since the date of this Guaranty.

     c.   Other Information. Such other information relating to the financial
          condition of the Guarantor as the Bank may reasonably require.

     Each set of annual and interim financial statements required to be
delivered by the Guarantor to the Bank shall be accompanied by the written
representation of the chief financial officer of the Guarantor that such
financial statements have been prepared in accordance with generally accepted
accounting principles (except that the interim statements need not include a
statement of cash flows and footnotes and need not reflect adjustments normally
made at year end, if such adjustments are not material in amount), consistently
applied, (except for changes in which the independent accountants of the
Guarantor concur) and present fairly the financial position of the Guarantor and
the results of its operation as of the dates of such statements and for the
fiscal periods then ended.

     4. GUARANTY ABSOLUTE. This Guaranty shall be absolute, continuing and
unconditional, irrespective of the irregularity, invalidity or unenforceability
of any other Loan Document and shall not be affected or impaired by any failure,
negligence or omission on the part of the Bank to realize upon and protect any
collateral for any of the Obligations. This Guaranty shall remain in full force
and effect until all of the Obligations have been satisfied in full. The Bank
may from time to time, without notice to the Guarantor and without affecting the
Guarantor's liability under this Guaranty:

     a.   obtain a security interest in any property of the Borrower or of any
          other party or parties to secure any of the Obligations;


                                   Page 2 of 5
<PAGE>


     b.   obtain the primary or secondary liability of any party or parties in
          addition to the Borrower and the Guarantor with respect to any of the
          Obligations;

     c.   extend or renew any of the Obligations for any period beyond their
          original due dates;

     d.   release or compromise the liability of any other party or parties
          which are now or may hereafter become primarily or secondarily liable
          with respect to any of the Obligations;

     e.   release any security interest which the Bank now has or may hereafter
          obtain in any property securing any of the Obligations and permit any
          substitution or exchange of any such property;

     f.   proceed against the Guarantor for payment of the Obligations, whether
          or not the Bank shall have resorted to any property securing any of
          the Obligations or shall have proceeded against the Borrower or any
          other party primarily or secondarily liable with respect to any of the
          Obligations;

     g.   amend the terms of the Credit Agreement together with the Borrower
          from time to time in any particulars; or

     h.   extend loans and other credit accommodations to the Borrower in
          addition to the Term Loan.

     5. ASSIGNMENT AND PARTICIPATIONS. The Bank may, without notice to the
Borrower or the Guarantor, sell or otherwise assign all or any portion of the
Obligations and any participations therein, and upon any such sale or
assignment, the transferee shall have the right to enforce this Guaranty to the
extent of the transferee's interest directly against the Guarantor as fully as
if the transferee were specifically named in the Guaranty as the holder of such
interest, but the Bank shall have the unimpaired right to enforce this Guaranty
for the benefit of the Bank and for the benefit of any participant in respect of
whose participation the Bank has retained such right.

     6. WAIVER OF SUBROGATION. In order to induce the Bank to make the Loan in
reliance, in part, upon this Guaranty, notwithstanding the fact that the
Guarantor is an "insider" with respect to the Borrower, as the term "insider" is
defined in the Bankruptcy Code, the Guarantor waives for itself, its legal
representatives and assigns any right of indemnity, reimbursement or
contribution from the Borrower or any other person obligated with respect to any
of the Obligations (any such other person being referred to hereafter in this
paragraph as a "Co-Obligor") or from the property of the Borrower or from the
property of any Co-Obligor, and the Guarantor further waives any right of
subrogation to the rights of the Bank against the Borrower or any Co-Obligor or
the property of the Borrower or any Co-Obligor which would otherwise arise by
virtue of any payment made by the Guarantor to the Bank on account of this
Guaranty, whether any such right of indemnity, reimbursement, contribution or
subrogation would otherwise arise by virtue of contract, whether


                                   Page 3 of 5
<PAGE>


express or implied, with any person or as a matter of law or equity, and the
Guarantor undertakes on behalf of itself, its legal representatives and assigns
that neither the Guarantor nor the Guarantor's legal representatives or assigns
will attempt to exercise or accept the benefits of any such right and should the
Guarantor or the Guarantor's legal representative or assigns receive any payment
or distribution of money or other property on account of such right
notwithstanding the provisions of this paragraph, such money or other property
shall be held in trust by the recipient for the Bank and shall immediately be
delivered to the Bank for application to the Obligations in the same form as
received, with the addition only of such endorsements or assignments as may be
necessary to perfect the title of the Bank thereto.

     7. OTHER WAIVERS. The Guarantor waives: (i) notice of the acceptance of
this Guaranty, (ii) notice of the existence and creation of all or any of the
Obligations, (iii) notice of nonpayment of any of the Obligations, (iv)
diligence by the Bank in collection of the Obligations and the protection of or
realization upon any collateral for the Obligations, and (v) any and all
defenses available to Guarantor based on suretyships or impairment of
collateral, including but not limited to those provided by Indiana Code
Sec.26-1-3.1-605. The Guarantor will not cause or permit any of Guarantor's
property, business or assets to be sold, terminated, assigned, leased, conveyed,
pledged or otherwise transferred or encumbered without fair and adequate
consideration so long as any of the Obligations remains unpaid.

     8. REINSTATEMENT. If any amount which is paid to the Bank by the Borrower
or any other party and which is applied by the Bank to the satisfaction of any
of the Obligations, is returned by the Bank to the Borrower or such other party
or a trustee in Bankruptcy or other legal representative of the Borrower or such
other party by virtue of a claim that such payment constituted a voidable
preference under the Bankruptcy Code or under any state insolvency law, whether
such amount is returned under court order or pursuant to settlement of the claim
of preference, then this Guaranty shall be reinstated as to such amount as
though such payment to the Bank had never been made and notwithstanding any
intervening return or cancellation of any note or other instrument or agreement
evidencing the reinstated Obligations.

     9. SUBORDINATION. All obligations of the Borrower to the Guarantor (the
"Junior Obligations") are and shall hereafter be subordinate and inferior in
right of payment to all of the Obligations. Notwithstanding any provision to the
contrary contained in promissory note or any other agreement between the
Borrower and the Guarantor with respect to the Junior Obligations, the Borrower
shall not make and shall not be required to make any payment on account of the
principal of or interest on the Junior Obligations until the Obligations have
been paid in full; provided, however, that if the Bank so requests, such
indebtedness of the Borrower to the Guarantor shall be collected, enforced and
received by the Guarantor as trustee for the Bank and shall be paid over to the
Bank on account of the Obligations of the Borrower to the Bank, but without
reducing or affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty. Notwithstanding the foregoing, prior to the
occurrence o f an Event of Default or Unmatured Event of Default as defined in
the Credit Agreement, the Borrower may make regularly scheduled payments


                                   Page 4 of 5
<PAGE>


of principal and interest on the Junior Obligations. In the event of the
liquidation of the Borrower or the distribution of any of its assets or the
securities of any successor on account of any liquidation, bankruptcy,
receivership, reorganization, assignment for the benefit of creditors or similar
proceeding, the Guarantor shall not be entitled to any payment or distribution
on account of any Junior Obligation until all Obligations have been satisfied in
full.

     10. MISCELLANEOUS. This Guaranty shall be binding upon the Guarantor, upon
the Guarantor's legal representatives, successors and assigns. If any provision
of this Guaranty is determined to be illegal or unenforceable, such provision
shall be deemed to be severable from the balance of the provisions of this
Guaranty and the remaining provisions shall be enforceable in accordance with
their terms.

     11. CHOICE OF LAW. This Guaranty is made under and will be governed in all
cases by the substantive laws of the State of Indiana, notwithstanding the fact
that Indiana conflicts of law rules might otherwise require the substantive
rules of law of another jurisdiction to apply.

     12. AUTHORITY. In order to induce the Bank to accept this Guaranty and to
make the Loan to the Borrower, the Guarantor represents and warrants to the Bank
that: (i) the Guarantor is a corporation organized, existing and in good
standing under the laws of the State of Indiana; (ii) the execution and delivery
of this Guaranty are within the Guarantor's corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene or conflict
with any provision of law or of the Articles of Incorporation or By-laws of the
Guarantor or of any agreement binding upon the Guarantor or its properties, and
(iii) this Guaranty is the legal, valid and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with its terms.

     Dated as of May 15, 2012.

                                       N.R. REALTY, INC., an Indiana corporation

                                       By: /s/ Paul W. Mobley
                                           ----------------------
                                           Paul W. Mobley, Chairman,
                                           Chief Executive Officer, and
                                           Chief Financial Officer


                                   Page 5 of 5