Exhibit 10.21**COLLATERAL PLEDGE AGREEMENT**     This Collateral Pledge Agreement (this “Agreement”) dated December 31, 2007, is made byRUTGERS INVESTMENT GROUP**,**INC. a Texas corporation (“Pledgor”) in favor of FIRSTPLUSFINANCIAL GROUP, INC. (“Secured Party”).**Background**     A. To induce Secured Party to extend credit to Pledgor pursuant to that certain SubordinatedDebenture dated of even herewith from Pledgor to Secured Party (as amended, restated, supplemented,or replaced from time to time, the “Note”), Pledgor executes and delivers this Agreement to SecuredParty. All capitalized terms used herein and not otherwise defined shall have the same meaningsassigned to such terms in the Note.     B. This Agreement is given and is intended to provide additional security for the Note.     NOW THEREFORE, for other good and sufficient consideration, the receipt of which is herebyacknowledged, Pledgor, intending to be legally bound, hereby covenants and agrees as follows:     1. Pledgor, for the purpose of granting a continuing lien and security interest, does herebyassign, pledge, hypothecate, deliver and set over to Secured Party, its successors and assigns, forthe benefit of Secured Party, the stock described on Schedule I attached hereto and madepart hereof, together with any additions, exchanges, replacements, and substitutions therefore, anddistributions with respect thereto, and the proceeds thereof (collectively, the “PledgedCollateral”).     2. The pledge and security interest described herein shall continue in effect to secure theNote until the Note has been indefeasibly paid and satisfied in full.     3. Pledgor hereby represents and warrants that:               (a) Except as pledged herein, Pledgor has not sold, assigned, transferred, pledged or grantedany option or security interest in or otherwise hypothecated the Pledged Collateral in any mannerwhatsoever and the Pledged Collateral is pledged herewith free and clear of any and all liens,security interests, encumbrances, claims, pledges, restrictions, legends, and options;               (b) Pledgor has the full power and authority to execute, deliver, and perform under thisAgreement and to pledge the Pledged Collateral hereunder;               (c) This Agreement constitutes the valid and binding obligation of Pledgor, enforceable inaccordance with its terms, and the pledge of the Pledged Collateral referred to herein is not inviolation of and shall not create any default under any agreement, undertaking or obligation ofPledgor;               (d) The Pledged Collateral has been duly and validly authorized and issued bythe issuer thereof;
 

 
               (e) Contemporaneously with the execution hereof, Pledgor is delivering to Secured Party allstock certificates, representing or evidencing the Pledged Collateral, accompanied by dulyexecuted instruments of transfer or assignments in blank, to be held by Secured Party inaccordance with the terms hereof;               (f) Pledgor hereby confirms that Secured Party is authorized to file all UCC-1 financingstatements that are required under the UCC (as defined below) to perfect any security interestgranted hereunder;     4. If an Event of Default occurs under the Note then Secured Party may, at its sole option,exercise from time to time with respect to the Pledged Collateral any and/or all rights andremedies available to it hereunder, under the Note and/or under the Uniform Commercial Code asadopted from time to time in the State of Texas (“UCC”), or otherwise available to it, at law orin equity, including, without limitation, the right to dispose of the Pledged Collateral at publicor private sale(s) or other proceedings, and Pledgor agrees that, if permitted by law, SecuredParty or its nominee may become the purchaser at any such sale(s). Any such sale shall be conductedon not less than ten (10) days prior written notice to Pledgor.     5. (a) In addition to all other rights granted to Secured Party herein or otherwise availableat law or in equity, Secured Party shall have the following rights, each of which may be exercisedat Secured Party’s sole discretion (but without any obligation to do so), at any time following theoccurrence of an Event of Default under the Note, without further consent of Pledgor: (i) transferthe whole or any part of the Pledged Collateral into the name of itself or its nominee or toconduct a sale of the Pledged Collateral in accordance with Section 4 hereof, pursuant to the UCCor pursuant to any other applicable law; (ii) vote the Pledged Collateral; (iii) notify the personsobligated on any of the Pledged Collateral to make payment to Secured Party of any amounts due orto become due thereon; and (iv) release, surrender or exchange any of the Pledged Collateral at anytime, or to compromise any dispute with respect to the same. Secured Party may proceed against thePledged Collateral, or any other collateral securing the Note, in any order, and against Pledgorand any other obligor, jointly and/or severally, in any order to satisfy the Note. Pledgor waivesand releases any right to require Secured Party to first collect any of the obligations securedhereby from any other collateral or any other party under any theory of marshalling of assets, orotherwise. All rights and remedies of Secured Party are cumulative, not alternative.     (b) Pledgor hereby irrevocably appoints Secured Party its attorney-in-fact, subject to theterms hereof, following the occurrence of an Event of Default under the Note at Secured Party’soption: (i) to effectuate the transfer of the Pledged Collateral on the books of the issuer thereofto the name of Secured Party for the purpose set forth in Section 5(a)(i) above or to the name ofSecured Party’s nominee, designee or assignee for the purpose of a sale conducted in accordancewith Section 4 hereof; (ii) to endorse and collect checks payable to Pledgor representingdistributions or other payments on the Pledged Collateral; and (iii) to exercise any other rightsof Secured Party hereunder or as permitted by law.
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     6. The proceeds of any Pledged Collateral received by Secured Party at any time,whether from the sale of Pledged Collateral or otherwise, may be applied to or on account ofthe obligations under the Note and in such order as Secured Party may elect. In addition, SecuredParty may, in its discretion, apply any such proceeds to or on account of the payment of all costs,fees and expenses (including, without limitation, attorneys’ fees) which may be incurred by SecuredParty.     7. Pledgor recognizes that Secured Party may be unable to effect, or may effect only aftersuch delay which would adversely affect the value that might be realized from the PledgedCollateral, a public sale of all or part of the Pledged Collateral by reason of certainprohibitions contained in the Securities Act of 1933, as amended, and applicable state securitieslaws (collectively, the “Securities Act”) and may be compelled to resort to one or more privatesales to a restricted group of purchasers, all of whom qualify as accredited investors (as definedin the Securities Act) who will be obliged to agree, among other things, to acquire suchsecurities for their own account, for investment and not with a view to the distribution or resalethereof. Pledgor agrees that any such private sale may be at prices and on terms less favorableto Secured Party or the seller than if sold at public sales, and therefore recognizes and confirmsthat such private sales shall not be deemed to have been made in a commercially unreasonable mannersolely because they were made privately. Pledgor agrees that Secured Party has no obligation todelay the sale of any such securities for the period of time necessary to permit the issuer of suchsecurities to register such securities for public sale under the Securities Act. Secured Partyshall not sell or cause the sale of any of the Pledged Collateral in violation of the SecuritiesAct or other law.     8. In the event that any reclassification, readjustment or other change is made or declared inthe Pledged Collateral or Pledgor acquires or in any other manner receives additional shares, orany option included within the Pledged Collateral is exercised, any and all new, substituted oradditional interest, or other securities, issued by reason of any such change or exercise, shall bedelivered to and held by Secured Party under the terms hereof in the same manner as the PledgedCollateral originally pledged hereunder. No distribution may be paid to or retained by Pledgorunless expressly permitted in the Loan Agreement.     9. So long as no Default or Event of Default has occurred under the Note, and, until SecuredParty notifies Pledgor in writing of the exercise of its rights hereunder, Pledgor shall retain thesole right to vote the Pledged Collateral and exercise all rights of ownership with respect to allcorporate or company questions for all purposes not inconsistent with the terms hereof. Pledgorshall execute in favor of Secured Party voting proxies for the Pledged Collateral upon SecuredParty’s request from time to time.     10. Secured Party shall have no obligation to take any steps to preserve, protect or defendthe rights of Pledgor or Secured Party in the Pledged Collateral against other parties. SecuredParty shall have no obligation to sell or otherwise deal with the Pledged Collateral at any timefor any reason, whether or not upon request of Pledgor, and whether or not the value of the PledgedCollateral, in the opinion of Secured Party or Pledgor, is more or less than the aggregate amountof the obligations secured hereby, and any such refusal or inaction by Secured Party shall not bedeemed a breach of any duty which Secured Party may have under law to preserve the PledgedCollateral. Except as provided by applicable law, no duty, obligation or responsibility of anykind is intended to be delegated to or assumed by Secured Party at any timewith respect to the Pledged Collateral.
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     11. To the extent Secured Party is required by law to give Pledgor prior notice of any publicor private sale, or other disposition of the Pledged Collateral, Pledgor agrees that ten (10) daysprior written notice to Pledgor shall be a commercially reasonable and sufficient notice of suchsale or other intended disposition.     12. Pledgor shall indemnify, defend and hold harmless Secured Party from and against any andall claims, losses and liabilities resulting from any breach by Pledgor of Pledgor’srepresentations and covenants under this Agreement.     13. For purposes hereof, Pledgor hereby waives notice of (a) acceptance of this Agreement, (b)the existence and incurrence from time to time of any obligations under the Note, (c) the existenceof any Event of Default, the making of demand, or the taking of any action by Secured Party underthe Note and (d) demand and default hereunder.     14. Pledgor hereby consents and agrees that Secured Party may at any time or from time to timepursuant to the Note (a) extend or change the time of payment and/or the manner, place or terms ofpayment of any and all obligations under the Note, (b) supplement, amend, restate, supersede, orreplace the Note, (c) renew, extend, modify, increase or decrease loans and extensions of creditunder the Note, (d) modify the terms and conditions under which loans and extensions of credit maybe made under the Note, (e) settle, compromise or grant releases for any obligations under the Noteand/or any person or persons liable for payment of any obligations under the Note, (f) exchange,release, surrender, sell, subordinate or compromise any collateral of any party now or hereaftersecuring any of the obligations under the Note and (g) apply any and all payments received from anysource by Secured Party at any time against the obligations under the Note in any order as SecuredParty may determine; all of the foregoing in such manner and upon such terms as Secured Party maydetermine and without notice to or further consent from Pledgor and without impairing or modifyingthe terms and conditions of this Agreement which shall remain in full force and effect.     15. This Agreement shall remain in full force and effect and shall not be limited, impaired orotherwise affected in any way by reason of (a) any delay in making demand on Pledgor for, or delayin enforcing or failure to enforce, performance or payment of Pledgor’s obligations under the Note,(b) any failure, neglect or omission on Secured Party’s part to perfect any lien upon, protect,exercise rights against, or realize on, any property of Pledgor or any other party securing theobligations under the Note, (c) any failure to obtain, retain or preserve, or the lack of priorenforcement of, any rights against any person or persons or in any property, (d) the invalidity orunenforceability of any obligations under the Note, (e) the existence or nonexistence of anydefenses which may be available to Pledgor with respect to the obligations under the Note, or (f)the commencement of any bankruptcy, reorganization, liquidation, dissolution or receivershipproceeding or case filed by or against any Pledgor.     16. Pledgor covenants and agrees that Pledgor shall not, without the prior written consent ofSecured Party, sell, encumber or grant any lien, security interest or option on or with respect toany of the Pledged Collateral.
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     17. Any failure of or delay by Secured Party to exercise any right or remedy hereunder shallnot be construed as a waiver of the right to exercise the same or any other right or remedy at anyother time.     18. This Agreement constitutes the entire agreement between the parties hereto regarding thesubject matter hereof and may be modified only by a written instrument signed by Pledgor andSecured Party.     19. This Agreement, and all matters arising out of or relating to this Agreement, shall begoverned by and construed in accordance with the laws of the State of Texas applied to contracts tobe performed wholly within the State. Any judicial proceeding brought by or against Pledgor withrespect to any of the obligations secured by the Note, this Agreement, or any related agreementmay be brought in any court of competent jurisdiction in the State of Texas, County of Cameron,United States of America, and, by execution and delivery of this Agreement, Pledgor accepts foritself and in connection with its properties, generally and unconditionally, the non-exclusivejurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment renderedthereby in connection with this Agreement. Pledgor hereby waives personal service of any and allprocess upon it and consents that all such service of process may be made by registered mail.Nothing herein shall affect the right to serve process in any manner permitted by law or shalllimit the right of Secured Party to bring proceedings against Pledgor in the courts of any otherjurisdiction. Pledgor waives any objection to jurisdiction and venue of any action institutedhereunder and shall not assert any defense based on lack of jurisdiction or venue or based uponforum non conveniens. Pledgor waives the right to remove any judicial proceeding brought againstPledgor in any state court to any federal court. Any judicial proceeding by Pledgor againstSecured Party involving, directly or indirectly, any matter or claim in any way arising out of,related to or connected with this Agreement or any related agreement, shall be brought only in afederal or state court located in the County of Cameron, State of Texas.     20. All communications which Secured Party may provide to Pledgor herein shall be sent toPledgor at the address set forth in the Note.     21. This Agreement shall be binding upon and inure to the benefit of the parties hereto, andtheir respective successors and assigns.     22. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANYCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT,DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTEDWITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TOTHIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTIONHEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING ORHEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBYCONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
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WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR ACOPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TOTHE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
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     IN WITNESS WHEREOF, this Collateral Pledge Agreement has been executed and delivered as of thedate first set forth above.         **RUTGERS INVESTMENT GROUP, INC**  **Pledgor**             By: */s/ Jack Roubinek*           Name: Jack Roubinek           Title: CEO                  **FIRSTPLUS FINANCIAL GROUP, INC.,**  **Secured Party**         By: */s/ John Maxwell*           Name: John Maxwell           Title: CEO & Chairman         **(Signature Page to Collateral Pledge Agreement)**
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**SCHEDULE I****Pledged Collateral**     The following Pledged Collateral is hereby pledged by Pledgor to Secured Party pursuant to theCollateral Pledge Agreement to which this Schedule is attached:       **State**    **of** **Number of Shares****Name of Entity** **Formation** **Pledged**FirstPlus Financial Group, Inc.   10,000,000
 

 
**SUBORDINATED DEBENTURE**December 31, 2007     In consideration of the issuance of Ten Million (10,000,000) common shares of the capitalstock of FIRSTPLUS FINANCIAL GROUP, INC. (“Lender”) being made concurrently herewith by Lender toRUTGERS INVESTMENT GROUP, INC (“Borrower”), Borrower promises to pay Lender, at 5100 North O’ConnorBoulevard, Suite 400, Irving, Texas 75039, (or such other place as Lender may from time to timedesignate in writing to Borrower), the principal sum of ONE MILLION DOLLARS ($1,000,000), togetherwith interest on the principal from time to time remaining unpaid prior to the Payment Date(hereinafter defined) at the interest rates stated in this Subordinated Debenture (this “Note”), atthe times and on the terms and conditions hereinafter set forth. All principal and accruedinterest not earlier due and payable pursuant to other provisions of this Note shall be finally dueand payable on demand, which demand may be made any time after the first anniversary date of thisNote (the “Payment Date”), provided, Lender provides to Borrower 10 days’ advance writtennotice of the Payment Date.     1. Rate and Calculation of Interest.               (a) Interest Rate. The unpaid principal balance of this Note from time to timeoutstanding bears interest until this Note has been paid in full, at an annual rate (the “InterestRate”) equal to the lesser of (i) 10.0% (the “Contract Rate”), or (ii) the Maximum Legal Rate(hereinafter defined).               (b) Computation. All interest on this Note shall be calculated on the basis of actualdays elapsed but computed as if each year consisted of 360 days. All changes in the Interest Rateresulting from a change in the Contract Rate or Maximum Legal Rate, as the case may be, shall beeffective on the day the Contract Rate or Maximum Legal Rate changes without notice to Borrower.               2. Payment of Principal and Interest. Payments of principal and interest are due andpayable as follows:               (a) Scheduled Payments. Accrued interest under this Note will only be done on thePayment Date, when the payment of all unpaid principal under this Note plus all accrued and unpaidinterest thereon is due and payable. Borrower’s obligation to pay interest under this Note issubject to the non-recourse provisions of Section 5 hereof.               (b) Prepayment. Borrower may from time to time prepay all or any portion of theprincipal of this Note without premium or penalty without notice to Lender.               (c) Manner of Payment and Application of Funds. All sums payable under this Note arepayable by Borrower to Lender on the day when due, in United States Dollars, in immediatelyavailable collected funds, and in a form that is legal tender for the payment of all debts, publicand private, at the time of payment. Except as otherwise specifically provided in this Note, allpayments on this Note shall be applied first to any accrued but unpaid interest then due andpayable under Note and then to the principal amount due and payable. All
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non-regularly scheduled payments will be applied in the order and manner determined from timeto time by Lender in its sole discretion, subject to the provisions of this Note regarding legalinterest limitations.               (d) Payment on Business Days. If any payment on this Note becomes due on a day otherthan a Business Day (as hereinafter defined); the payment must be made on the next succeedingBusiness Day. The extension of time will be included in computing interest in connection with thepayment. The term “Business Day”, as used herein, means any day other than a Saturday, Sunday, orany other day on which national banking associations are authorized to be closed.     3. Default. The occurrence of any of the following events is an “Event of Default”under this Note:               (a) Failure to Pay. If Borrower fails to pay any installment of principal or interestdue on this Note when due and such failure remains uncured for a period of 10 days followingwritten notice of such failure from Lender to Borrower.               (b) Dissolution. If Borrower terminates its existence, liquidates, or dissolves.               (c) Insolvency. If Borrower files a petition for bankruptcy, has a petition forbankruptcy filed against them or it, becomes insolvent, makes an assignment. for the benefit ofcreditors, or seeks or consents to the appointment of a receiver for any of its property.     4. Stock Pledge. This Note is secured by Borrower’s pledge of Ten Million (10,000,000)shares of Lender’s capital stock (the “Collateral”) pursuant to that certain Collateral PledgeAgreement of even date herewith between Lender and Borrower (the “Pledge Agreement”).     5. Acceleration; Non-Recourse. If any Event of Default occurs under this Note,Lender, at its option, may declare the entire unpaid principal balance and all unpaid accruedinterest owing on this Note, together with any other accrued but unpaid amounts due and payableunder this Note, due and payable immediately, without further presentment, demand, protest, notice,grace, or action of any nature whatsoever, all of which are specifically waived by Borrower.Lender’s acceptance of any late or insufficient payment does not (A) constitute a waiver of theright to exercise any of the foregoing options at that time or at any subsequent time or nullifyany prior exercise of such options; (B) constitute a waiver of the right to receive timely paymentsin the future; (C) constitute a waiver of the right to receive payment in full of all amounts dueand payable at the time of such payment; or (D) impair, reduce, release, or extinguish theobligations of Borrower as originally provided in this Note. Notwithstanding anything to thecontrary contained in this Note or the Pledge Agreement or any other document between Lender andBorrower, upon the occurrence of an Event of Default or a demand for payment by Lender, or anyprepayment by Borrower, Lender shall not hold Borrower personally liable for repayment of theindebtedness evidenced by this Note or for any other sums due as a result of an Event of Defaulthereunder or under the Pledge Agreement, or for the payment of any deficiency established afterforeclosure of the Collateral. Lender’s sole and exclusive
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remedy and Borrower’s sole and exclusive method to satisfy its obligations under this Note andthe Pledge Agreement shall be to transfer the full amount (i.e., each and every share, regardlessof any appreciation in the value thereof) of the Collateral to Lender. Upon such transfer, theobligations of Borrower under this Note and the Pledge Agreement shall be deemed satisfied in full.In the event that Borrower fails to effectuate such transfer, nothing contained in this Section 5shall limit, impair or otherwise affect in any way Lender’s rights to cause the full amount of theCollateral to be transferred to Lender.     6. Waiver. Borrower and any endorsers or guarantors of this Note severally waivenotice, grace, presentment, and demand for payment, notice of dishonor, notice of intent toaccelerate maturity, notice of acceleration of maturity, protest and notice of protest andnon-payment, bringing of suit, and diligence in taking any action to collect any sums owing underthis Note or in proceeding against any of the rights and properties securing payment of this Note,and indulgences of every kind. Borrower and any endorsers or guarantors of this Note agree that,from time to time both before and after the Payment Date and without notice, Lender may renew theindebtedness evidenced by this Note, extend the time for any payments on this Note, consent to thesubstitution of security, acceptance of additional security, or release of any existing securityfor this Note, and accept partial payments of this Note without in any manner affecting theliability of Borrower or any endorser of guarantor under or with respect to this Note, even thoughBorrower or such endorser or guarantor is not a party to agreement.     7. Governing Law. This Note is governed by, and must be construed and enforced inaccordance with, the laws of the State of Texas and the federal laws of the United Statesapplicable to the transaction evidenced by this Note, as in effect from time to time. Any judicialproceeding brought by or against Borrower with respect to any of the obligations under this Noteor any related agreement may be brought in any court of competent jurisdiction in the State ofTexas, County of Cameron, United States of America, and, by execution and delivery of this Note,Borrower accepts for itself and in connection with its properties, generally and unconditionally,the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by anyjudgment rendered thereby in connection with this Note. Borrower hereby waives personal service ofany and all process upon it and consents that all such service of process may be made by registeredmail. Nothing herein shall affect the right to serve process in any manner permitted by law orshall limit the right of Lender to bring proceedings against Borrower in the courts of any otherjurisdiction. Borrower waives any objection to jurisdiction and venue of any action institutedhereunder and shall not assert any defense based on lack of jurisdiction or venue or based uponforum non conveniens. Borrower waives the right to remove any judicial proceeding brought againstBorrower in any state court to any federal court. Any judicial proceeding by Borrower againstLender involving, directly or indirectly, any matter or claim in any way arising out of, related toor connected with this Note or any related agreement, shall be brought only in a federal or statecourt located in the County of Cameron, State of Texas.     8. Legal Interest Limitations.               (a) Maximum Legal Rate. The term “Maximum Legal Rate”, as used in this Note, means,at the particular time in question, the maximum rate of interest that may then be contracted for,charged, taken, received, or reserved by Lender under this Note under
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applicable state or federal law. If applicable state or federal law (i) imposes no limit,(ii) provides that the amount of interest which may be contracted for, charged, or received on theindebtedness evidenced by this Note is unlimited, or (iii) ceases to provide for such a maximumrate of interest, then the Maximum Legal Rate will be equal to ten percent (10%) per annum.               (b) Applicable Law. Lender intends at all times to comply with the applicable lawsgoverning the maximum rate or amount of interest payable on or in connection with this Note and theloan evidenced by this Note. Except as otherwise set forth in this Section, Lender will rely onCalifornia law for the purpose of determining the Maximum Legal Rate. To the extent federal lawpermits Lender to contract for, charge, or receive a greater amount of interest, Lender will relyon federal law.               (c) Usury Savings Clause. If (i) the applicable law is ever revised, repealed, orjudicially interpreted so as to render usurious any amount called for under this Note, orcontracted for, charged, taken, reserved, or received with respect to the indebtedness evidenced bythis Note; (ii) Lender exercises the option to accelerate the maturity of this Note; or (iii) anyprepayment by Borrower results in Borrower’s having paid any interest in excess of that permittedby law, Lender and Borrower expressly intend that the following will occur without the necessity ofthe execution of any new document: (A) Lender shall credit all excess amounts already collected tothe principal balance of this Note, or, if this Note has been paid in full, shall refund the excessamounts to Borrower; (B) the provisions of this Note automatically shall be reformed to comply withthe then applicable law in the manner that permits recovery by Lender of the fullest amountotherwise called for under this Note; and (C) the amounts thereafter collectable under this Noteshall be reduced. The right to accelerate maturity of this Note does not include the right toaccelerate any interest that has not accrued on the date of the acceleration, and Lender does notintend to collect any unearned interest in the event of acceleration. All sums paid, or agreed tobe paid, by Borrower for the use, forbearance, detention, taking, charging, receiving, or reservingof the indebtedness of Borrower to Lender under this Note shall, to the maximum extent permitted byapplicable law, be amortized, prorated, allocated, and spread throughout the full term of theindebtedness until payment in full so that the rate or amount of interest on account of suchindebtedness does not exceed the usury ceiling from time to time in effect and applicable to suchindebtedness for so long as such indebtedness is outstanding.               (d) Controlling Provision. The terms and provisions of this Section control andsupersede every other provision of all agreements between Borrower and Lender.     9. Notices. Any notice or demand permitted or required under this Note must be madein writing and is effective on the earlier of: (i) the day of actual receipt of the written noticeor demand by the party to whom the notice or demand is given or (b) the day when the written noticeor demand is deposited in the United States mail post paid, first class, certified or registeredmail with return receipt requested and addressed to the party to whom the notice or demand is beinggiven at the address provided for notices (whether or not the notice or demand is actuallyreceived). The address for notices are stated below, provided that either party may change itsaddress for notices to any other location within the continental United States by notifying theother party of the new address in the manner provided herein for the giving of
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notices, with such change to become effective ten (10) days after notice of the change ofaddress is given.     10. Subordination. The indebtedness represented by this Note is hereby expresslysubordinated in right of payment to the prior payment in full of all of Borrower’s indebtednessthen due to banks, insurance companies, lease financing institutions or other lending institutionsregularly engaged in the business of lending money (each, a “Senior Lender”). It is intended bythis provision that this Note may be paid in accordance with its terms so long as Borrower is notin default in payment of indebtedness to which this Note has been subordinated (the “Senior Debt”)and has, in fact, made all payments due under the Senior Debt at the time of the payment inquestion on this Note. Interest shall continue to accrue during any suspension in payment on thisNote. Upon request of Borrower, Lender hereby agrees to enter into (i) a subordination agreementwith each Senior Lender to the effect specified in this Section 9 but containing such additionalterms and conditions requested by Senior Lender and (ii) such other documents to effectuate anytransaction with Senior Lender.ADDRESS FOR NOTICES:Lender: FIRSTPLUS FINANCIAL GROUP, INC.