Exhibit
      10.10




AGREEMENT
      AND SECOND AMENDMENT


TO
      CREDIT AGREEMENT





This
      Agreement and Second Amendment to Credit Agreement (this “ Amendment ”)
      dated
      as of May 8, 2006 between SANDERS MORRIS HARRIS GROUP INC. (the “ Borrower ”),
      a
      Texas corporation, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the
“ Lender ”),
      a
      national banking association;





W I T N E S S E T H :





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





WHEREAS,
      the Borrower and the Lender now desire to (a) increase the Maximum Commitment
      to
      $18,000,000 and (b) extend the stated Termination Date to May 7,
      2007;





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





Section
      1.  The
      following definitions contained in Section 1.1 of the Credit Agreement are
      hereby amended to provide as follows:





Maximum
      Commitment means
      $18,000,000, subject to reduction as provided in Section
      2.3 .





Termination
      Date means
      the earlier of (a) May 7, 2007 or (b) the date specified by the Lender in
      accordance with Section
      7.1(3) .





Section
      2.  Exhibit .
      Exhibit
      A to the Credit Agreement is hereby deleted, and there is hereby substituted
      therefor a new Exhibit A, which shall be identical to Exhibit
      A .





Section
      3.  Conditions .
      This
      Amendment shall not become effective until the Borrower shall have delivered
      to
      the Lender (a) a Secretary’s Certificate with respect to this Amendment, in
      Proper Form and dated as of the date hereof, and (b) such other docu-ments
      and information as the Lender shall reasonably request;





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





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





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





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





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







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





**THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.**





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







SANDERS
                MORRIS HARRIS GROUP INC.,a
                Texas corporationBy:____________________________________Name:__________________________________Title:___________________________________JPMORGAN
                CHASE BANK, NATIONAL ASSOCIATION,a
                national banking associationBy:____________________________________Name:__________________________________Title:___________________________________








Exhibit
      A
      - Note