Exhibit
      10.07

    


     

    CREDIT
      AGREEMENT

     

    This
      Credit Agreement (as amended, supplemented and restated, this “Agreement”)
      dated
      as of May 9, 2005 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:

     

    THAT,
      in
      consideration of the mutual covenants, agreements and undertakings herein
      contained, the Obligors hereto agree as follows: 

     

    1. Definitions.
      

    


    1.1 Defined
      Terms.
      Unless
      a particular word or phrase is otherwise defined or the context otherwise
      requires, capitalized words and phrases used in the Credit Documents have the
      meanings provided below. 

    


    Adjusted
      EBITDA
      means
      (a) net income plus
      (b)
      interest expense plus
      (c)
      depreciation plus
      (d)
      amortization and impairment of goodwill plus
      (e)
      deferred income taxes minus
      (f)
      capital expenditures (net of proceeds from Indebtedness used to make capital
      expenditures) minus
      (g)
      payments of cash dividends.

    


    Affiliate
      means
      any Person controlling, controlled by or under common control with any other
      Person. For purposes of this definition, “control” (including “controlled by”
      and “under common control with”) means the possession, directly or indirectly,
      of the power to direct or cause the direction of the management and policies
      of
      such Person, whether through the own-ership of voting securities or otherwise.
      

     

    Annual
      Financial Statements
      means
      the annual Financial Statements of a Person, accompanied by a report and opinion
      of independent certified public accountants satisfactory to the Lender, which
      shall (a) state that such financial statements, in the opinion of such
      accountants, present fairly the financial position of such Person as of the
      date
      thereof and the results of its operations for the period covered thereby in
      conformity with Generally Accepted Accounting Principles
      and (b)
      not express a doubt as to the ability of such Person to continue as a going
      concern; in the case of a Person with Subsidiaries, its Annual Financial
      Statements shall also include its consolidating Financial Statements,
but
      such
      consolidating Financial Statements need not be covered by the report and opinion
      of such Person’s independent certified public accountants described in the
      preceding clause of this definition.

    


    Applications
      means
      all applications and agreements for Letters of Credit, or similar instruments
      or
      agreements, in
      a form
      then used by the Lender; to the extent that an Application is inconsistent
      with
      this Agreement, this Agreement shall control.

     

    Business
      Day
      means a
      day when the main office of the Lender is open for the making of commercial
      loans in Houston, Texas. 

     

    Code
      means
      the Internal Revenue Code of 1986, as amended, as now or hereafter in effect,
      together with all regula-tions, rulings and interpretations thereof or
      thereunder by the Internal Revenue Service. 

     

    Collateral
      means
      all Property, tangible or intangible, real, personal or mixed, now or hereafter
      subject to the Security Documents, or intended so to be. 

     

    Credit
      Documents
      means
      this Agreement, the Note, the Interest Rate Agreement, all Applications, all
      Security Documents, all instruments, certificates and agreements now or
      hereafter executed or delivered to the Lender pursuant to any of the foregoing,
      and all amendments, modifications, renewals, extensions, increases and
      rearrangements of, and substitutions for, any of the foregoing. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Debt
      means
      all Indebtedness for borrowed money, including capitalized leases.

    


    Entities
      means
      corporations, partnerships, joint ventures, limited liability companies, joint
      stock associations, business trusts and other business entities. 

     

    ERISA
      means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and all rules, regula-tions, rulings and interpretations adopted by the
      Internal Revenue Service or the Department of Labor thereunder. 

     

    Event
      of Default
      means
      any of the events specified in Section
      7.1,
      if
      there
      has been satisfied any requirement in connection with such event for the giving
      of notice, or the lapse of time, or the happening of any further condition,
      event or act, and Default
      means
      any of such events, whether or not any such requirement has been satisfied.
      

     

    Existing
      Letters of Credit
      means
      the letters of credit heretofore issued by the Lender and described on
Schedule
      1.

     

    Financial
      Statements
      means
      the financial statements of a Person, including all notes (if any) thereto,
      which shall include a balance sheet as of the date of such financial statements
      and an income statement and a statement of cash flows for the calendar year
      to
      date, all setting forth in comparative form the corresponding figures from
      the
      previous calendar year and prepared in accordance with Generally Accepted
      Accounting Principles (subject, in all cases except Annual Financial Statements,
      to normal year-end adjustments).

     

    Generally
      Accepted Accounting Principles
      means,
      as to a particular Person, such accounting practice as, in the opinion of the
      independent accountants of recognized national standing regu-larly retained
      by
      such Person and acceptable to the Lender, conforms at the time to generally
      accepted accounting principles, consistently applied. Generally accepted
      accounting principles means those principles and practices which are (a)
      recognized as such by the Financial Accounting Standards Board; (b) applied
      for all periods after the date hereof in a manner con-sistent with the manner
      in
      which such principles and practices were applied to the most recent audited
      financial statements of the relevant Person furnished to the Lender, and
      (c) consistently applied for all periods after the date hereof so as
      to
      reflect properly the financial condition, and results of operations and changes
      in financial position, of such Person. If any change in any accounting principle
      or practice is required by the Financial Accounting Standards Board in order
      for
      such prin-ciple or practice to continue as a generally accepted accounting
      principle or practice, all reports and financial statements required hereunder
      may be prepared in accordance with such change only after written notice of
      such
      change is given to the Lender. 

     

    Governmental
      Authority
      means
      any foreign governmental authority, the United States of America, any State
      of
      the United States and any political subdivision of any of the fore-going, and
      any agency, department, commission, board, bureau, court or other tribunal
      having jurisdiction over the Lender, the Borrower, any of the Borrower’s
      Subsidiaries or their respec-tive Property. 

     

    Highest
      Lawful Rate
      means
      the maximum nonusurious rate of interest permitted to be charged by applicable
      federal or Texas law (whichever shall permit the higher lawful rate) from time
      to time in effect. At all times, if any, as the Texas Finance Code shall
      establish the Highest Lawful Rate, the Highest Lawful Rate shall be the “weekly
      ceiling” (as defined therein) from time to time in effect.

     

    Indebtedness
      means
      and include (a) all items which in accordance with Generally Accepted
      Accounting Principles would be included on the liability side of a balance
      sheet
      on the date as of which Indebtedness is to be determined (excluding capital
      stock, surplus, surplus reserves and deferred credits); (b) all
      guar-anties, endorsements and other contingent obligations in respect of, or
      any
      obligations to purchase or otherwise acquire, Indebt-edness of others, and
      (c) all Indebtedness secured by any Lien existing on any interest of
      the
      Person with respect to which Indebtedness is being determined in Property owned
      subject to such Lien whether or not the Indebtedness secured thereby shall
      have
      been assumed; but
      such
      term shall not mean or include any Indebtedness in respect of which monies
      sufficient to pay and discharge the same in full (either on the expressed date
      of maturity thereof or on such earlier date as such Indebtedness may be duly
      called for redemption and payment) shall be deposited with a depository, agency
      or trustee acceptable to the Lender in trust for the payment thereof.


     

    
      
         

      

      
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    Interest
      Rate Agreement
      means
      the Interest Rate Agreement of even date herewith between the Borrower and
      the
      Lender.

     

    Legal
      Requirement
      means
      any law, statute, ordinance, decree, requirement, order, judgment, rule,
      regulation (or inter-pretation of any of the foregoing) of, and the terms of
      any
      license or permit issued by, any Governmental Authority or any Self-Regulatory
      Organization. 

     

    Letter
      of Credit Drawing
      means
      any drawing under a Letter of Credit.

     

    Letter
      of Credit Exposure
      means,
      on any date, the sum of (a) the aggregate then-undrawn face amount of all
      outstanding Letters of Credit plus (b) all then-unreimbursed Letter of Credit
      Drawings.

     

    Letter
      of Credit Sublimit
      means
      $1,500,000.

     

    Letters
      of Credit
      means
      all letters of credit issued pursuant to this Agreement, including the Existing
      Letters of Credit.

     

    Leverage
      Ratio
      means,
      on the last day of any calendar quarter, the ratio of (a) Debt as of such date
      to (b) Adjusted EBITDA for the four calendar quarters then ending.

    


    Lien
      means
      any mortgage, pledge, charge, encumbrance, security interest, collateral
      assignment or other lien or restriction of any kind, whether based on common
      law, constitutional provision, statute or contract, and shall include
      reservations, exceptions, encroach-ments, easements, rights of way, covenants,
      conditions, restrictions, leases and other title exceptions. 

    


    Liquidity
      means,
      on any date, (a) cash and cash equivalents plus
      (b)
      marketable securities owned plus
      (c)
      marketable securities available for sale minus
      (d)
      securities sold, not yet purchased.

    


    Liquidity
      Ratio
      means,
      on any date, the ratio of (a) Liquidity to (b) Debt.

    


    Loan
      means
      each advance of funds pursuant to this Agreement. 

     

    Loan
      Commitment
      means,
      on any date, the difference of (a) the Maximum Commitment minus (b) the Letter
      of Credit Exposure.

     

    Management
      Group
      means
      George L. Ball; Robert E. Garrison II; Titus H. Harris, Jr.; Ben T. Morris,
      and
      Don A. Sanders.

     

    Margin
      Stock
      shall
      have the meaning ascribed to such term in Regulation U.

    


    Maximum
      Commitment
      means
      $15,000,000.

     

    Note
      means
      the promissory note of the Borrower described in Section
      2.1,
      and any
      and all renewals, extensions, modifications, rearrangements and replacements
      thereof and any and all substitutions therefor. 

     

    Obligations
      means
      all Indebtedness of the Obligors under the Credit Documents, including the
      Loans, the Indebtedness under the Applications, the Letter of Credit Drawings,
      the expenses of the Lender of the type described in Section
      8.8,
      other
      expenses paid or incurred by the Lender in performing any agreement of any
      Obligor under any Credit Document which such Obligor has failed to perform
      and
      obligations under Section
      8.9.

     

    
      
         

      

      
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    Obligors
      means
      all Persons other than the Lender executing any Credit Document. 

     

    Organizational
      Documents
      means,
      with respect to an Entity, the documents
      and instruments providing for the formation, organization and governance
      thereof.

     

    Past
      Due Rate
      means a
      rate per annum equal to the lesser of (a) the Prime Rate plus 2% or (b) the
      Highest Lawful Rate. 

     

    Person
      means
      any individual, Entity, trust, unin-corporated organization, Governmental
      Authority, Self-Regulatory Organization or any other form of entity.


     

    Plan
      means
      any plan subject to Title IV of ERISA and maintained for employees of the
      Borrower, any of its Subsidiaries or any member of a “controlled group of
      corporations”, as such term is defined in the Code, of which the Borrower or any
      of its Subsidiaries is a part, or any such plan to which the Borrower or any
      of
      its Subsidiaries is required to contribute on behalf of its employees.


     

    Prime
      Rate
      means
the
      rate
      of interest per annum publicly announced from time to time by the Lender as
      its
      prime rate in effect at its principal office in New York City; each change
      in
      the Prime Rate shall be effective from and including the date such change is
      publicly announced as being effective. 

    


    Proper
      Form
      means in
      form and substance reasonably satisfactory to the Lender. 

     

    Property
      means
      any interest in any kind of property or asset, whether real, personal or mixed,
      tangible or intangible. 

     

    Regulation
      U
      means
      Regulation U of the Board of Governors of the Federal Reserve
      System.

     

    Quarterly
      Financial Statements
      means
      the quarterly Financial Statements of a Person. 

     

    Secretary’s
      Certificate
      means a
      certificate of the Secretary or an Assistant Secretary (or similar officer)
      of
      an Entity as to (a) the resolutions of the Board of Directors (or similar body)
      of such Entity authorizing
      the
      execution, delivery and performance of the Credit Documents to be delivered
      by
      such Entity; (b) the incumbency and signature of the officer(s) of such Entity
      executing such Credit Documents on behalf of such Entity, and (c) the
      Organizational Documents of such Entity.

     

    Security
      Agreement
      means
      the security agreement, in Proper Form, in favor of the Lender in connection
      with the Loans, covering the equity in certain Subsidiaries of the Borrower
      and
      other property therein described and securing, without limitation, the
      Obligations. 

     

    Security
      Documents
      means
      this Agreement, the Security Agreement and any and all other agreements and
      other instruments and Financing Statements now or hereafter executed and
      delivered or authorized by any Person (other than solely by the Lender and/or
      any other creditor partici-pating in any of the Obligations or any collateral
      or
      security therefor) in connection with, or as security for the payment or
      performance of, the Obligations. 

     

    Self-Regulatory
      Organizations
      means
      all securities exchanges, commodity exchanges, the National Association of
      Securities Dealers and other Persons (a) to which any Governmental Authority
      has
      delegated any of its powers and (b) which has jurisdiction over the Borrower
      or
      any of its Subsidiaries.

     

    Subsidiary
      means,
      as to a particular parent Entity, any Entity of which more than 50% of the
      indicia of equity rights (whether outstanding capital stock or otherwise) is
      at
      the time directly or indirectly owned by, such parent Entity, or by one or
      more
      of its Affiliates. 

     

    
      
         

      

      
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    Termination
      Date
      means
      the earlier of (a) 364 days after the date hereof (or, if such day is not a
      Business Day, the immediately preceding Business Day) or (b) the date specified
      by the Lender in accordance with Section
      7.1(3).
      

     

    Total
      Exposure
      means,
      on any date, the sum of (a) the outstanding principal balance of the Note plus
      (b) the Letter of Credit Exposure, in each case for such day. 

     

    Unused
      Commitment
      means,
      on any date, the difference of (a) the Maximum Commitment minus (b) the Total
      Exposure.

     

    1.2      
      Other
      Terms and References.
      Except
      where specifically otherwise provided in the Credit Documents:

    


    (a)  Each
      of
      the following terms shall have the meaning ascribed to it in the Texas Uniform
      Commercial Code on the date hereof:

    


    accessions,
      continuation statement, fixtures, general intangibles, goods, proceeds, security
      in-terest and security agreement.

     

    (b)  Any
      accounting term not otherwise defined shall have the meaning ascribed to it
      under Generally Accepted
      Accounting Principles.

    


    (c)  All
      calculations of amounts and ratios with respect to each covenant contained
      in
      the Credit Documents shall be carried out to the precision implied in such
      covenant; e.g.,
      if a
      ratio is expressed in a covenant as “at least 1.00 to 1” then such ratio shall
      be rounded to the nearest 0.01, while if a ratio is expressed in a covenant
      as
“at least 1.0 to 1” then such ratio shall be rounded to the nearest
      0.1.

    


    
      (d)     
        Unless
        otherwise specified, all references to time shall be references to Houston
        time.

    

    


    (e)  Wherever
      the term “including” or any of its correlatives appears in a Credit Document, it
      shall be read as if it were written “including (by way of example and without
      limiting the generality of the subject or concept referred to)”.

    


    (f)  Wherever
      the word “herein” or “hereof” is used in a Credit Document, it is a reference to
      that entire Credit Document and not just to the subdivision of it in which
      the
      word is used.

    


    (g)  References
      in a Credit Document to Section and Article numbers are references to the
      Sections and Articles, respectively, of such Credit Document.

    


    (h)  References
      in a Credit Document to Exhibits, Schedules, Riders, Annexes and Appendices
      are
      to the Exhibits, Schedules, Riders, Annexes and Appendices to such Credit
      Document, and they shall be deemed incorporated into such Credit Document by
      reference.

    


    (i)  Any
      term
      defined in the Credit Documents which refers to a particular agreement,
      instrument or document shall also mean, refer to and include all modifications,
      amendments, supplements, restatements, renewals, extensions and substitutions
      of
      the same; but
      nothing
      in this Section shall be construed to authorize any such modification,
      amendment, supplement, restate-ment, renewal, extension or substitution except
      as may be permitted by other provisions of the Credit Documents.

    


    
      (j)      
        Defined
        terms may be used in the singular or plural, as the context
        requires.

    

    


    (k)  The
      pronouns used in the Credit Documents are in the neuter gender but shall be
      construed as feminine, masculine or neuter, as the context
      requires.

    


    
      
         

      

      
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    2.  The
      Credits. 

    


    2.1  Loans.
      Subject
      to the terms and conditions hereof, the Lender agrees to make Loans to the
      Borrower from time to time before the Termination Date, not to exceed the Loan
      Commitment at any one time outstanding, the Borrower having the right to borrow,
      repay and reborrow. Each Loan shall be an integral multiple of $10,000 or the
      Unused Commitment, whichever is less. Each repayment of the Loans shall be
      an
      integral multiple of $10,000 or the principal balance of the Note, whichever
      is
      less. The Loans shall be evidenced by the Note substantially in the form of
      Exhibit
      A.

    


    
      2.2  Letters
        of Credit.

    

    


    (a)  Subject
      to the terms and conditions hereof, the Lender agrees to issue Letters of Credit
      for the account of the Borrower (or the account of a Subsidiary of the Borrower,
      as favouree) from time to time before the Termination Date, in such face amount,
      with such expiry date (but
      no
      Letter of Credit shall have an expiry date which is more than one year after
      the
      scheduled Termination Date) and for the benefit of such beneficiary as the
      Borrower may designate in the Application for such Letter of Credit;
but
      the
      Lender shall have no obligation to issue a Letter of Credit if, after giving
      effect to such issuance, either (x) the Letter of Credit Exposure would exceed
      the Letter of Credit Sublimit or (y) the Total Exposure would exceed the Maximum
      Commitment. In consideration for the issuance of each Letter of Credit, the
      Borrower agrees to pay the Lender (1) a letter of credit fee equal to the lesser
      of $500 or 1% per annum of the face amount of such Letter of Credit for its
      term, paid as a condition to the issuance of such Letter of Credit, and (2)
      the
      usual and customary fees of the Lender for each amendment and wire advice of
      and
      drawing under such Letter of Credit. All past due fees shall accrue interest
      at
      the Past Due Rate.

    


    (b)  The
      obligation of the Borrower to reimburse the Lender for amounts drawn under
      each
      Letter of Credit shall be a demand obligation as described in the related
      Application; but
      if the
      Borrower fails to promptly reimburse the Lender for any such draw, then the
      Lender may advance the amount of such draw as a Loan, regardless of the
      procedures (including conditions precedent) described in this Agreement
      concerning the making of Loans, the size of such Loan or the acceleration of
      the
      Termination Date as provided in Section
      8.1(2).

    


    (c)  On
      the
      Termination Date (whether by the passage of time or otherwise), the Borrower
      shall immediately provide the Lender with either (1) cash collateral in an
      amount equal to the Letter of Credit Exposure, such collateral to be subject
      to
      Security Documents in Proper Form, or (2) a back-up letter of credit for each
      outstanding Letter of Credit, each such back-up letter of credit in a face
      amount equal to the relevant Letter of Credit, with an expiry date at least
      one
      month after the expiry date of such Letter of Credit, issued by an issuer
      reasonably satisfactory to the Lender and in Proper Form.

    


    2.3  Unused
      Commitment Fee; Reduction of Maximum Commitment.
      In
      consideration of the Maximum Commitment, the Borrower agrees to pay a commitment
      fee (computed on the basis of the actual number of days elapsed in a year
      composed of 360 days) of 1/8% per annum on the daily average Unused Commitment,
      such fee to be due and payable on the last Business Day of each June, September,
      December and March before the Termination Date and on the Termination Date.
      All
      past due commitment fees shall bear interest at the Past Due Rate. The Borrower
      may, upon ten Business Days’ prior written notice to the Lender, permanently
      reduce the Maximum Commitment in integral multiples of $100,000; but
      the
      Borrower may not reduce the Maximum Commitment to an amount less than the
      then-current Total Exposure. 

    


    
      2.4  Capital
        Adequacy.

    

    


    (a)  If
      after
      the date of this Agreement, the Lender shall have determined that the adoption
      or effectiveness of any appli-cable law, rule or regulation regarding capital
      adequacy, or any change therein, or any change in the interpretation or
      adminis-tration thereof by any Governmental Authority, central bank or
      comparable agency charged with the interpretation or administration thereof,
      or
      compliance by the Lender with any request or directive regarding capital
      adequacy (whether or not having the force of law) of any such Governmental
      Authority, central bank or comparable agency, has or would have the effect
      of
      reducing the rate of return on the Lender’s capital as a consequence of its
      obligations under the Credit Documents to a level below that which the Lender
      could have achieved but for such adoption, change or compliance (taking into
      consideration the Lender’s policies with respect to capital adequacy) by an
      amount deemed by the Lender to be material, then from time to time, the Borrower
      shall pay to the Lender such additional amount or amounts as will compensate
      the
      Lender for such reduction.

    


    
      
         

      

      
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    (b) A
      certificate of the Lender setting forth in reasonable detail the cause and
      such
      amount or amounts as shall be necessary to compensate the Lender as speci-fied
      in Section
      2.4(a),
      detailing the calculation of such amount(s), shall be delivered as soon as
      practicable to the Borrower and shall be conclusive and binding, absent manifest
      error. The Borrower shall pay the Lender the amount shown as due on any such
      certificate within 15 days after the Lender delivers such certificate. In
      preparing such certi-ficate, the Lender may employ such assumptions and
      allocations of costs and expenses as it shall in good faith deem reasonable
      and
      may use any reasonable averaging and attribution method.

     

    2.5  Payments.
      Unless
      otherwise expressly provided therein, all payments of principal, interest and
      other fees and amounts due from any Obligor under the terms of the Credit
      Documents shall be made in immediately available dollars to the Lender at its
      principal banking building in Houston, Harris County, Texas, by no later than
      12:00 noon on the date when due; each payment made after that time shall be
      considered for all purposes (including the payment of interest, to the extent
      permitted by law) as having been made on the next succeeding Business Day.
      Except as otherwise provided in the Credit Documents, if any payment or
      prepayment becomes due and payable on a day which is not a Business Day, then
      the date for the payment thereof shall be extended to the next succeeding
      Business Day, and interest shall be payable thereon at the then-applicable
      rate
      per annum during such extension.

    


    3.  Conditions.
      

    


    3.1  All
      Extensions of Credit.
      The
      obligation of the Lender to make any Loan or to issue any Letter of Credit
      is
      subject to (a) the accuracy, in all material respects, of all representations
      and warranties of the Obligors on the date thereof; (b) the performance by
      the
      Obligors of their respective obligations under the Credit Documents and (c)
      the
      satisfaction of the following further conditions: (1) the Lender shall
      have
      received the following, all of which shall be duly executed and in Proper Form:
      (A) in the case of a Loan, a Request for Loan, substantially in the
      form of
Exhibit
      B,
      by the
      relevant Rate Designation Date (as defined in the Interest Rate Agreement)
      before the date (which shall be a Business Day) of such proposed Loan;
      (B) in the case of a Letter of Credit, an Application, five Business
      Days
      before the date (which shall be a Business Day) of the proposed issuance of
      such
      Letter of Credit, and (C) such other documents as the Lender may reasonably
      require; (2) before the making of the Loan or the issuance of the Letter
      of
      Credit, as the case may be, there shall have occurred, in the sole opinion
      of
      the Lender, no material adverse change in the assets, liabilities, financial
      condition, business or affairs of the Borrower and its Subsidiaries, taken
      as a
      whole; (3) no Default or Event of Default shall have occurred and be
      continuing, and (4) the making of the Loan or the issuance of the Letter
      of
      Credit, as the case may be, shall not be prohibited by, or subject the Lender
      to
      any penalty or onerous condition under, any Legal Requirement. 

    


    3.2 First
      Extension of Credit.
      In
      addition to the matters described in Section
      3.1,
      the
      obligation of the Lender to make the first Loan or issue the first Letter of
      Credit hereunder (other than the Existing Letters of Credit) is subject to
      the
      receipt by the Lender of each of the following, in Proper Form: (a) the
      Note, the Security Agreement and the Interest Rate Agreement, each duly executed
      by the Borrower; (b) a Secretary’s Certificate for the Borrower; (c) a
      certificate from the Secretary of State or other appropriate public official
      as
      to the continued existence or authority to do business and good standing of
      the
      Borrower; Sanders Morris Harris, Inc., and SMH Capital Advisors, Inc.; (d)
      a
      legal opinion substantially to the effects set forth on Exhibit
      D,
      and
      (e) evidence satisfactory to the Lender as to the priority of the security
      interests created by the Security Documents, and to the further condition that,
      at the time of the initial Loan, all legal matters incident to the transactions
      herein contemplated shall be satisfactory to Locke Liddell & Sapp LLP,
      counsel for the Lender. Upon the satisfaction of the conditions described in
      the
      immediately preceding sentence, the Existing Letters of Credit shall be deemed
      to be Letters of Credit for all purposes, and the application for each Existing
      Letter of Credit shall be deemed to be an Application, without need for any
      further action and without any adjustment to the letter of credit fees
      previously paid in connection with the issuance of the Existing Letters of
      Credit.

    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    4. Representations
      and Warranties.

     

    To
      induce
      the Lender to enter into this Agreement and to make the Loans, the Borrower
      represents and warrants as follows: 

    


    4.1 Organization.
      The
      Borrower and each of its Subsidiaries (a) is duly organized, validly existing
      and in good standing under the laws of the state of its organization; (b) has
      all power and authority to conduct its business as presently conducted; (c)
      is
      duly qualified to do business and in good standing in all jurisdictions where
      such qualification is necessary or desirable, and (d) has all licenses, permits
      and registrations necessary to conduct its business as presently conducted,
      and
      all of the same are in full force and effect.

    


    4.2  Financial
      Statements.
      The
      financial statements delivered to the Lender fairly present, in accordance
      with
      Generally Accepted Accounting Principles, the financial condition and the
      results of operations of the Borrower and its Subsidiaries as at the dates
      and
      for the periods indicated. No material adverse change has occurred in the
      assets, liabilities, financial condition, business or affairs of the Borrower
      and its Subsidiaries, taken as a whole, since the dates of such financial
      statements. Neither the Borrower nor any of such other Persons is subject to
      any
      instrument or agreement materially and adversely affecting its financial
      condition, business or affairs.

    


    4.3  Enforceable
      Obligations; Authorization.
      The
      Credit Documents are legal, valid and binding obligations of the Obligors,
      enforceable in accordance with their respective terms, except as may be limited
      by bankruptcy, insolvency and other similar laws affecting creditors’ rights
      generally and by general equitable principles. The execution, delivery and
      performance of the Credit Documents (a) have all been duly authorized by all
      necessary action by the Obligors; (b) are within the power and authority of
      the
      Obligors; (c) do not and will not contravene or violate any Legal Requirement
      or
      the Organizational Documents of the Obligors; (d) do not and will not result
      in
      the breach of, or constitute a default under, any material agreement or
      instrument by which the Obligors or any of their respective Property may be
      bound or affected, and (e) do not and will not result in the creation of any
      Lien upon any Property of any of the Obligors except as expressly contemplated
      therein. All necessary permits, registrations and consents for such making
      and
      performance have been obtained. Except as expressly set forth therein, the
      Liens
      of the Security Documents will constitute valid and perfected first and prior
      Liens on the Collateral, subject to no other Liens whatsoever. 

    


    4.4  Other
      Debt.
      Neither
      the Borrower nor any of its Subsidiaries is in default in the payment of any
      other Indebtedness or under any agreement, mortgage, deed of trust, security
      agreement or lease to which it is a party. 

    


    4.5 Litigation.
      Except
      as heretofore disclosed to the Lender, there is no litigation or administrative
      proceeding pending or, to the knowledge of the Borrower, threatened against,
      nor
      any outstanding judgment, order or decree affecting, the Borrower or any of
      its
      Subsidiaries before or by any Governmental Authority or any Self-Regulatory
      Organization. Neither the Borrower nor any of its Subsidiaries is in default
      with respect to any judgment, order or decree of any Governmental Authority
      or
      any Self-Regulatory Organization. 

    


    4.6 Title.  The
      Borrower and each of its Subsidiaries has good and marketable title to its
      respective Property, free and clear of all Liens other than Liens permitted
      under Section
      6.2.
      

    


    4.7 Taxes.  The
      Borrower and each of its Subsidiaries has filed all tax returns required to
      have
      been filed and paid all taxes shown thereon to be due, except those for which
      extensions have been obtained and those which are being contested in good faith
      by appropriate proceedings diligently conducted. 

     

    4.8 Investment
      Company Act.
      No
      Obligor is an “investment company” or a company “controlled” by an “investment
      company,” within the meaning of the Investment Company Act of 1940, as
      amended.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    4.9 Public
      Utility Holding Company Act.
      No
      Obligor is a “holding company,” a “subsidiary company” of a “holding company,”
      an “affiliate” of a “holding company” or an affiliate of a “subsidiary company”
      of a “holding company,” as such terms are defined in the Public Utility Holding
      Company Act of 1935, as amended.

    


    4.10 Subsidiaries.
      The
      Borrower has no Subsidiaries other than as listed on Appendix I.
      Each
      such Subsidiary is owned by the Borrower in the percentage set forth on
Appendix I.
      

    


    4.11 Representations
      by Others; No Misrepresentation.
      All
      statements made by or on behalf of any Obligor in connection with any Credit
      Document shall constitute representations and warranties of the Borrower
      hereunder. No information furnished by or on behalf of the Borrower to the
      Lender in connection with the negotiation of this Agreement or delivered
      hereunder contains any material misstatement of fact or omits to state any
      material fact necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

    


    5. Affirmative
      Covenants.

     

    The
      Borrower covenants and agrees with the Lender that before the termination of
      this Agreement it will do, cause each of its Subsidiaries to do, and if
      necessary cause to be done, each and all of the following: 

    


    5.1 Taxes,
      Existence, Regulations, Property, etc.
      At all
      times (a) pay when due all taxes and governmental charges of every kind
      upon it or against its income, profits or Property, unless and only to the
      extent that the same shall be contested in good faith and reserves in accordance
      with Generally Accepted Accounting Principles have been established therefor;
      (b) do all things necessary to preserve its existence, qualifications,
      rights and franchises in all States where such qualification is necessary or
      desirable; (c) comply with all applicable Legal Requirements in respect
      of
      the conduct of its business and the ownership of its Property, and
      (d) cause its Property to be protected, maintained and kept in good
      repair
      and make all replacements and additions to its Property as may be reasonably
      necessary to conduct its business properly and efficiently. 

    


    5.2 Financial
      Statements and Information.
      Furnish
      to the Lender: (a) as soon as available and in any event within 120
      days
      after the end of each calendar year, Annual Financial Statements of the Borrower
      and its Subsidiaries; (b) as soon as available and in any event within
      45
      days after the end of each calendar quarter, Quarterly Financial Statements
      of
      the Borrower and its Subsidiaries; (c) concurrently with the financial
      statements provided for in Sections
      5.2(a)
      and
(b),
      a
      Certificate of No Default substantially in the form of Exhibit
      D;
      (d)
      promptly after the same become publicly available, copies of all periodic and
      other reports, proxy statements and other materials filed by the Borrower or
      any
      Subsidiary with (1) the Securities and Exchange Commission, or any Governmental
      Authority succeeding to any or all of the functions of said Commission; (2)
      any
      Self-Regulatory Organization, or (3) any national securities exchange, and
      (e) such other information relating to the financial condition and affairs
      of the Borrower and its Subsidiaries as from time to time may be reasonably
      requested by the Lender. 

    


    5.3 Financial
      Tests.
      Have
      and maintain as of the end of each calendar quarter: (a) total assets
      under
      management with a fair value of at least $8,000,000,000; (b) a Liquidity Ratio
      of at least 1.50 to 1, and (c) a Leverage Ratio of no more than 2.50 to
      1.

    


    5.4 Inspection.
      Upon at
      least one Business Day’s prior notice, permit the Lender to inspect its
      Property, to examine its files, books and records and make and take away copies
      thereof, and to discuss its affairs with its officers and accountants, all
      at
      such times and intervals and to such extent as the Lender may reasonably desire.
      

    


    5.5 Further
      Assurances.
      Promptly execute and deliver any and all other and further instruments which
      may
      be requested by the Lender to cure any defect in the execution and delivery
      of
      any Credit Document or more fully to describe particular aspects of the
      Borrower’s agreements set forth in the Credit Documents or so intended to be.


    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    5.6 Books
      and Records.
      Maintain books of record and account in accordance with Generally Accepted
      Accounting Principles. 

    


    5.7 Insurance.
      Maintain insurance with such insurers, on such of its properties, in such
      amounts and against such risks as is satisfactory to the Lender, and furnish
      the
      Lender satisfactory evidence thereof promptly upon request. 

    


    5.8 Notice
      of Certain Matters.
      Notify
      the Lender immediately upon acquiring knowledge of (a) the institution or
      threatened institution of any lawsuit or administrative proceeding affecting
      the
      Borrower or any of its Subsidiaries; (b) any material adverse change in the
      assets, liabilities, financial condition, business or affairs of the Borrower
      or
      any of its Subsidiaries, or (c) the occurrence of any Event of Default or any
      Default. The Borrower will notify the Lender in writing at least 30 days before
      the date that the Borrower or any of its Subsidiaries changes its name or the
      location of its chief executive office or principal place of business or the
      place where it keeps its books and records. 

    


    5.9 Use
      of
      Credits.
      The
      Letters of Credit and proceeds of the Loans will be used for general corporate
      purposes. 

    


    6. Negative
      Covenants.

     

    The
      Borrower covenants and agrees with the Lender that before the termination of
      this Agreement it will not, and will not suffer or permit any of its
      Subsidiaries to, do any of the following: 

    


    6.1 Indebtedness.
      Create,
      incur, suffer or permit to exist, or assume or guarantee, directly or
      indirectly, or become or remain liable with respect to any Indebtedness, whether
      direct, indirect, absolute, contingent or otherwise, except
      the
      following: (a) Indebtedness to the Lender; (b) Indebtedness secured
      by
      Liens permitted by Section
      6.2;
      (c) other liabilities existing on the date of this Agreement and heretofore
      disclosed to the Lender, and all renewals and extensions (but not increases)
      thereof; (d) current accounts payable and unsecured current liabilities,
      not the result of borrowing, to vendors, suppliers and persons providing
      services, for expenditures for goods and services normally required by it in
      the
      ordinary course of business and on ordinary trade terms; (e) Indebtedness
      incurred in connection with assets sold in the ordinary course of business
      but
      not yet owned, and (f) other Indebtedness, not to exceed $250,000 in the
      aggregate at any one time outstanding. 

    


    6.2 Liens.
      Create
      or suffer to exist any Lien upon any of its Property now owned or hereafter
      acquired, or acquire any Property upon any conditional sale or other title
      retention device or arrangement or any purchase money security agreement; or
      in
      any manner directly or indirectly sell, assign, pledge or otherwise transfer
      any
      of its accounts or contract rights; but
      the
      Borrower or any of its Subsidiaries may create or suffer to exist:
      (a) artisans’ or mechanics’ Liens arising in the ordinary course of
      business, and Liens for taxes, but only to the extent that payment thereof
      shall
      not at the time be due; (b) Liens in effect on the date hereof and
      disclosed to the Lender in writing, but
      neither
      the maximum amount of Indebtedness secured thereby nor the Property covered
      thereby shall increase; (c) deposits with clearing brokers and dealers in the
      ordinary course of business and on customary terms; (d) purchase money Liens
      on
      Property to be acquired by it, if
      the
      Indebtedness secured thereby does not exceed the purchase price of such
      Property; (e) Liens on Margin Stock if
      such
      Liens do not cover Margin Stock with a fair value equal to at least 25% of
      the
      fair value of all of the Property of the Borrower and its Subsidiaries, measured
      at the time of creation of such Liens, and (f) Liens in favor of the
      Lender. 

    


    6.3 Contingent
      Liabilities.
      Directly or indirectly guarantee the performance or payment of, or purchase
      or
      agree to purchase, or assume or contingently agree to become or be secondarily
      liable in respect of, any obligation or liability of any other Person
except
      (a) as
      heretofore disclosed to the Lender; (b) guaranties of Indebtedness aggregating
      no more than $250,000 at any one time outstanding, and (c) for the endorsement
      of checks or other negotiable instruments in the ordinary course of business.
      

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    6.4 Mergers,
      Consolidations and Dispositions and Acquisitions of Assets.
      In any
      single transaction or series of transactions, directly or indirectly
      (a) liquidate or dissolve; (b) be a party to any merger or
      consolidation; (c) sell, convey or lease all or any substantial part
      of its
      assets (including any line of business), except for sale of securities in the
      ordinary course of business; (d) pledge, transfer or otherwise dispose
      of
      any shares of capital stock of a Subsidiary or any Indebtedness of a Subsidiary,
      or permit any Subsidiary to issue any additional shares of capital stock other
      than to the Borrower or to acquire any shares of capital stock of the Borrower
      or any Subsidiary; or (e) acquire all or substantially all of the assets
      or
      any line of business of any Person, or a majority of stock of or similar
      interest in any other Person, (other than the acquisition of all of the equity
      issued by The Edelman Financial Center, LLC) after the date hereof, if (with
      respect to this clause
      (e))
      the
      aggregate consideration for such transaction exceeds $15,000,000. 

    


    6.5 Nature
      of Business; Management.
      Change
      the nature of its business or enter into any business which is substantially
      different from the business in which it is presently engaged or permit any
      material change in its management. 

    


    6.6 Transactions
      with Related Parties.
      Enter
      into any transaction or agreement with any officer, director or holder of any
      outstanding interest in the Borrower or any of its Subsidiaries (or any
      Affiliate of any such Person) unless the same is upon terms substantially
      similar to those obtainable from wholly unrelated sources. 

     

    6.7 ERISA.
      At any
      time permit any Plan to (a) engage in any “prohibited transaction” as defined in
      ERISA; (b) incur any “accumulated funding deficiency” as defined in ERISA, or
      (c) be terminated in a manner which could result in the imposition of a Lien
      on
      any Property of the Borrower or any of its Subsidiaries pursuant to
      ERISA.

    


    7. Events
      of Default and Remedies.
      

    


    7.1 Events
      of Default.
      If any
      of the following events shall occur and be continuing, then the Lender may
      do
      any or all of the following: (1) without notice to the Borrower, declare
      the Note to be, and thereupon the Note shall forthwith become, immediately
      due
      and payable, together with all accrued interest thereon and all earned or
      accrued commitment fees hereunder, without notice of any kind, notice of
      acceleration or of intention to accelerate, presentment and demand or protest,
      all of which are hereby expressly waived; (2) without notice to the
      Borrower, terminate all commitments; (3) by notice in writing to the
      Borrower, accelerate the Termination Date to a date as early as the date of
      the
      notice; (4) exercise its rights of offset against each account and all
      other Property of the Borrower in the possession of the Lender, which right
      is
      hereby granted by the Borrower to the Lender, and (5) exercise any and
      all
      other rights pursuant to the Credit Documents: 

    


    (a) The
      Borrower shall fail to pay or prepay any principal of the Note as and when
      due;
      or 

    


    (b) The
      Borrower shall fail to pay any interest on the Note or any commitment fee or
      other Obligation as and within five days of when due; or 

    


    (c) The
      Borrower or any of its Subsidiaries (1) shall fail to pay at maturity,
      or
      within any applicable period of grace, any principal of or interest on any
      other
      borrowed money obligation or shall fail to observe or perform any term, covenant
      or agreement contained in any agreement or obligation by which it is bound,
      or
      (2) is in default under or in violation of any Legal Requirement; or
      

    


    (d) Any
      representation or warranty made in connection with any Credit Document shall
      prove to have been incorrect, false or misleading; or 

    


    (e) Default
      shall occur in the punctual and complete performance of any covenant of the
      Borrower or any other Person contained in any Credit Document; or 

    


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    (f) A
      final
      judgment for the payment of money shall be rendered against the Borrower or
      any
      of its Subsidiaries and (1) the same shall remain undischarged by the date
      as of
      which the judgment creditor may execute thereon and (2) such execution shall
      not
      be effectively stayed; or

    


    (g) Any
      Obligor shall claim, or any court shall find or rule, that the Lender does
      not
      have a valid Lien as provided for herein on any security which may have been
      provided by such Obligor; or 

    


    (h) The
      sale,
      encumbrance or abandonment (except as otherwise expressly permitted by the
      Credit Documents) of any Collateral; or the making of any levy, seizure or
      attachment thereof or thereon; or the loss, theft, substantial damage, or
      destruction thereof; or 

    


    (i) Any
      order
      shall be entered in any proceeding against the Borrower or any of its
      Subsidiaries decreeing the dissolution, liquidation or split-up thereof, and
      such order shall remain in effect for 30 days; or 

    


    (j) The
      occurrence of an Event of Default under any Credit Document; or 

    


    (k) The
      Borrower or any of its Subsidiaries shall make a general assignment for the
      benefit of creditors or shall petition or apply to any tribunal for the
      appointment of a trustee, custodian, receiver or liquidator of all or any
      substantial part of its business, estate or assets or shall commence any
      proceeding under any bankruptcy, reorganization, arrangement, insolvency,
      readjustment of debt, dissolution or liquidation law of any jurisdiction,
      whether now or hereafter in effect; or 

    


    (l) Any
      such
      petition or application shall be filed or any such proceeding shall be commenced
      against the Borrower or any of its Subsidiaries and the Borrower or such
      Subsidiary by any act or omission shall indicate approval thereof, consent
      thereto or acquiescence therein, or an order shall be entered appointing a
      trustee, custodian, receiver or liquidator of all or any substantial part of
      the
      assets of the Borrower or any of its Subsidiaries or granting relief to the
      Borrower or any of its Subsidiaries or approving the petition in any such
      proceeding, and such order shall remain in effect for more than 60 days;
      or

     

    (m) The
      Borrower or any of its Subsidiaries shall fail generally to pay its debts as
      they become due or suffer any writ of attachment or execution or any similar
      process to be issued or levied against it or any substantial part of its
      Property which is not released, stayed, bonded or vacated within 30 days after
      its issue or levy; or 

    


    (n) The
      Borrower or any of its Subsidiaries shall have concealed, removed, or permitted
      to be concealed or removed, any part of its Property, with intent to hinder,
      delay or defraud its creditors or any of them, or made or suffered a transfer
      of
      any of its Property which may be fraudulent under any bankruptcy, fraudulent
      conveyance or similar law; or shall have made any transfer of its Property
      to or
      for the benefit of a creditor at a time when other creditors similarly situated
      have not been paid; or

    


    (o) The
      President or Chief Executive Officer of the Borrower is an individual who is
      not
      a member of the Management Group; or

    


    (p) Members
      of the Management Group and their respective spouses, descendants and Affiliates
      in the aggregate do not own at least 15% of the outstanding equity issued by
      the
      Borrower. 

    


    7.2 Remedies
      Cumulative.
      No
      remedy, right or power conferred upon the Lender is intended to be exclusive
      of
      any other remedy, right or power given hereunder or now or hereafter existing
      at
      law, in equity, or otherwise, and all such remedies, rights and powers shall
      be
      cumulative. 

    


    8. Miscellaneous.
      

    


    8.1 No
      Waiver.
      No
      waiver of any Default shall be deemed to be a waiver of any other Default.
      No
      failure to exercise or delay in exercising any right or power under any Credit
      Document shall operate as a waiver thereof, nor shall any single or partial
      exercise of any such right or power preclude any further or other exercise
      thereof or the exercise of any other right or power. No amendment, modification
      or waiver of any Credit Document shall be effective unless the same is in
      writing and signed by the Person against whom such amendment is sought to be
      enforced. No notice to or demand on the Borrower or any other Person shall
      entitle the Borrower or any other Person to any other or further notice or
      demand in similar or other circumstances. 

    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    8.2 Notices.
      All
      notices under the Credit Documents shall be in writing and either
      (1) delivered against receipt therefor;
      (2) mailed
      by registered or certified mail, return receipt requested, or (3) sent
      by
      telecopy, in each case addressed as follows: 

    


    
      	
              (a)

            	
              If
                to the Borrower, to:

            
	 	 
	 	
              Sanders
                Morris Harris Group Inc.

            
	 	
              3100
                JPMorgan Chase Tower

            
	 	
              600
                Travis, Suite 3100

            
	 	
              Houston,
                Texas 77002

            
	 	
              Telecopy
                No.: (713) 993-4677

            
	 	 
	
              (b)

            	
              If
                to the Lender, to:

            
	 	 
	 	
              JPMorgan
                Chase Bank, National Association

            
	 	
              712
                Main Street, 9th
                Floor CBB-N/397

            
	 	
              Houston,
                Texas 77002

            
	 	
              Attention:
                Kevin K. Rech

            
	 	
              Telecopy
                No.: (713) 216-3024

            


    

    


    or
      to
      such other address as a party may designate. Notices shall be deemed to have
      been given (whether actually received or not) when delivered (or, if mailed,
      on
      the second Business Day after deposit with the United States Postal Service);
      but,
      the
      notices required or permitted by Sections
      2.3
      and
3.1(c)(1)
      shall be
      effective only when actually received by the Lender. Actual notice shall always
      be effective.

     

    8.3 Governing
      Law.  Unless
      otherwise specified therein, each Credit Document shall be governed by and
      construed in accordance with the laws of the State of Texas and the United
      States of America. 

    


    8.4 Survival;
      Parties Bound.  All
      representations, warranties, covenants and agreements made by or on behalf
      of
      the Borrower in connection herewith shall (a) survive the execution and delivery
      of the Credit Documents; (b) not be affected by any investigation made by any
      Person, and (c) bind the Borrower and its successors, trustees, receivers and
      assigns and inure to the benefit of the successors and assigns of the Lender;
      but
      the
      undertaking of the Lender hereunder to make Loans and issue Letters of Credit
      shall not inure to the benefit of any successor or assign of the Borrower.
      The
      term of this Agreement shall be until the final maturity of the Note, the expiry
      or cancellation of all Letters of Credit and the payment of all amounts due
      under the Credit Documents. 

    


    8.5 Counterparts.  This
      Agreement may be executed in several identical counterparts, and by the parties
      hereto on separate counterparts, and each counterpart, when so executed and
      delivered, shall constitute an original instrument, and all such separate
      counterparts shall constitute but one and the same instrument. 

    


    8.6 Usury
      Not Intended; Refund of Any Excess Payments.
      It is
      the intent of the parties in the execution and performance of this Agreement
      to
      contract in strict compliance with the usury laws of the State of Texas and
      the
      United States of America from time to time in effect. In furtherance thereof,
      the Lender and the Borrower stipulate and agree that none of the terms and
      provisions contained in any Credit Document shall ever be construed to create
      a
      contract to pay for the use, forbearance or detention of money with interest
      at
      a rate in excess of the Highest Lawful Rate and that for purposes hereof
“interest” shall include the aggregate of all charges which constitute interest
      under such laws that are contracted for, reserved, taken, charged or received
      under this Agreement. In determining whether or not the interest paid or
      payable, under any specific contingency, exceeds the Highest Lawful Rate, the
      Borrower and the Lender shall, to the maximum extent permitted under applicable
      law, (a) treat all Loans as but a single extension of credit (and Borrower
      and the Lender agree that such is the case and that provision herein for
      multiple Loans and Notes is for convenience only); (b) characterize
      any
      nonprincipal payment as an expense, fee or premium rather than as interest;
      (c) exclude voluntary prepayments and the effects thereof, and
      (d) ”spread” the total amount of interest throughout the entire
      contemplated term of the Loans. The Lender and the Borrower agree that Chapter
      346 of the Texas Finance Code shall not apply to this Agreement, the Note,
      any
      Loan or any Letter of Credit. The provisions of this Section shall control
      over
      all other provisions of the Credit Documents which may be in apparent conflict
      herewith. 

    


    
      
         

      

      
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    8.7 Captions.  The
      headings and captions appearing in the Credit Documents have been included
      solely for convenience and shall not be considered in construing the Credit
      Documents. 

    


    8.8 Expenses.  Any
      provision to the contrary notwithstanding, and whether or not the transactions
      contemplated by this Agreement shall be consummated, the Borrower shall pay
      on
      demand all out-of-pocket expenses (including, without limitation, the fees
      and
      expenses of counsel for the Lender) in connection with (a) the negotiation,
      preparation, execution, filing, recording, refiling, re-recording, modification,
      supplementing and waiver of the Credit Documents; (b) the realizing upon the
      Collateral and all costs and expenses relating to the Lender’s exercising any of
      its rights and remedies under any Credit Document or at law, and (c) the
      performance by the Lender (in the applicable Obligor’s name or in the name of
      the Lender) of any agreement, covenant or obligations of any Obligor under
      the
      Credit Documents which such Obligor has not performed, in each case including
      all appraisal fees, consulting fees, filing fees, taxes, brokerage fees and
      commissions and Uniform Commercial Code search fees; but
      (x) no
      right or option granted by an Obligor to the Lender pursuant to any Credit
      Document shall be deemed to impose or admit a duty on the Lender to supervise,
      monitor or control any aspect of the character or condition of any of the
      Collateral or any operations conducted in connection with it for the benefit
      of
      any Obligor or any other Person, and (y) the performance by the Lender of an
      agreement, covenant or obligation of any Obligor under any Credit Document
      which
      such Obligor has not performed shall not be considered or constitute a cure
      of
      such default or a waiver of the Lender’s right at any time after an Event of
      Default to exercise its rights and remedies under the Credit Documents and
      applicable law. If the Lender makes a payment in satisfaction of an agreement,
      covenant or obligation of any Obligor under any Credit Document which such
      Obligor has not performed, then the Lender shall be fully and automatically
      subrogated to all of the rights of the Person receiving such payment. Interest
      shall accrue on all such expenses from the date of written demand therefor
      at
      the Past Due Rate if
      such
      expenses are not reimbursed within 15 days after such date of demand. The
      obligations of the Borrower under this and the following Section shall survive
      the termination of this Agreement and/or the payment of the Note. 

    


    8.9 Indemnification.  The
      Borrower agrees to indemnify, defend and hold the Lender and its shareholders,
      directors, officers, employees and agents harmless from and against any and
      all
      loss, liability, obligation, damage, penalty, judgment, claim, deficiency and
      expense (including interest, penalties, attorneys’ fees and amounts paid in
      settlement) to which such Person may become subject arising out of or based
      upon
      the Credit Documents any Loan or any Letter of Credit, WHETHER
      THROUGH THE ACTUAL OR ALLEGED NEGLIGENCE OF SUCH PERSON OR
      OTHERWISE,
      except
      and to the extent caused by the gross negligence, willful misconduct or bad
      faith of the Person otherwise so indemnified. 

    


    8.10 Entire
      Agreement.  The
      Credit Documents embody the entire agreement between the Borrower and the Lender
      and supersede all prior proposals, agreements and understandings relating to
      the
      subject matter hereof. 

    


    8.11 Severability.  If
      any provision of any Credit Document shall be invalid, illegal or unenforceable
      in any respect under any applicable law, the validity, legality and
      enforceability of the remaining provisions shall not be affected or impaired
      thereby. Each waiver in the Credit Documents is subject to the overriding and
      controlling rule that it shall be effective only if and to the extent that
      (a)
      it is not prohibited by applicable law and (b) applicable law neither provides
      for nor allows any material sanction to be imposed against the Lender for having
      bargained for and obtained it.

    


    
      
         

      

      
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    8.12 Disclosures.  Every
      reference in the Credit Documents to disclosures of the Borrower to the Lender,
      to the extent that such references refer to disclosures at or before the
      execution of this Agreement, shall be deemed strictly to refer only to written
      disclosures delivered to the Lender in an orderly manner concurrently with
      the
      execution hereof. 

    


    THE
      CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
      NOT
      BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
      AGREEMENTS OF THE PARTIES.

    


    THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      set forth above. 

    


    
      	 	 	 
	 	
              SANDERS
                MORRIS HARRIS GROUP, INC.,

              a Texas corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Ben
              T. Morris
	 	
              

            
	 	
              Ben
                T. Morris

              Chief Executive
                Officer

            


    

     

    
      	 	 	 
	 	
              JPMORGAN
                CHASE BANK, NATIONAL ASSOCIATION

              a national banking
                association

            
	 
 	 
 	 
 
	 	By:  	/s/ Kevin
              K. Rech
	 	
              

            
	 	
              Kevin
                K. Rech

              Senior Vice President

            
	 	 


      Exhibit
        A
        - Note

      Exhibit
        B
        - Request for Loan

      Exhibit
        C
        - Legal Opinion

      Exhibit
        D
        - Certificate of No Default

      


      Schedule
        1 - Existing Letters of Credit

      


      Appendix
        I - Subsidiaries



    
      
         

      

      
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