Exhibit 10.2

                           THIRD AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                             THE THAXTON GROUP, INC.
                            THAXTON OPERATING COMPANY
                          THAXTON INSURANCE GROUP, INC.
                            TICO CREDIT COMPANY, INC.
                         EAGLE PREMIUM FINANCE CO, INC.
                        THAXTON COMMERCIAL LENDING, INC.
                                  PARAGON, INC.
              TICO PREMIUM FINANCE COMPANY OF SOUTH CAROLINA, INC.
                             TICO REINSURANCE, LTD.
                     TICO CREDIT COMPANY OF TENNESSEE, INC.
                   TICO CREDIT COMPANY OF NORTH CAROLINA, INC.
                      TICO CREDIT COMPANY OF ALABAMA, INC.
                    TICO CREDIT COMPANY OF MISSISSIPPI, INC.
                      TICO CREDIT COMPANY OF GEORGIA, INC.
                            TICO CREDIT COMPANY (DE)
                            TICO CREDIT COMPANY (MS)
                            TICO CREDIT COMPANY (TN)
                         THAXTON INVESTMENT CORPORATION
                           THE MODERN FINANCE COMPANY
                         SOUTHERN MANAGEMENT CORPORATION
                         MODERN FINANCIAL SERVICES, INC.
                    SOUTHERN FINANCE OF SOUTH CAROLINA, INC.
                         COVINGTON CREDIT OF TEXAS, INC.
                        COVINGTON CREDIT OF GEORGIA, INC.
                       SOUTHERN FINANCE OF TENNESSEE, INC.
                        FITCH NATIONAL REINSURANCE, LTD.
                             SOCO REINSURANCE, LTD.
                            QUICK CREDIT CORPORATION
                        COVINGTON CREDIT, INC. (OKLAHOMA)
                       COVINGTON CREDIT OF LOUISIANA, INC.
                       SOUTHERN FINANCIAL MANAGEMENT, INC.


                                  Co-Borrowers

                              1524 PAGELAND HIGHWAY
                              ---------------------
                         LANCASTER, SOUTH CAROLINA 29721
                         -------------------------------
                                     Address

                                 $165,000,000.00
                                 ---------------
                                 Revolving Loan

                                 $23,850,000.00
                                 --------------
                                    Term Loan

                                  APRIL 4, 2001
                                  -------------
                                      Date

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                               REDISCOUNT FINANCE
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                                     TABLE OF CONTENTS
<TABLE>
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<S>                                                                                     <C>
1.  DEFINITIONS..........................................................................10
      1.1   ACCOUNT DEBTOR...............................................................10
      1.2   AGREEMENT....................................................................10
      1.3   BUSINESS DAY.................................................................10
      1.4   CHARGE OFFS..................................................................10
      1.5   COLLATERAL RECOVERY RATE.....................................................10
      1.6   CODE.........................................................................10
      1.7   COLLATERAL...................................................................10
      1.8   COMMONLY CONTROLLED ENTITY...................................................10
      1.9   CONSUMER LOAN RECEIVABLE.....................................................10
      1.10  DEALER RESERVE...............................................................10
      1.11  DEFAULT......................................................................10
      1.12  DELINQUENCY PERCENTAGE.......................................................10
      1.13  DISTRIBUTIONS................................................................10
      1.14  DIRECT LOAN RECEIVABLES......................................................10
      1.15  ELIGIBLE RECEIVABLES.........................................................11
      1.16  ERISA........................................................................11
      1.17  GAAP.........................................................................11
      1.18  GUARANTOR....................................................................11
      1.19  GUARANTY AGREEMENT...........................................................11
      1.20  GOVERNING RATE...............................................................11
      1.21  INCLUDED REBATE PERCENTAGE...................................................11
      1.22  INCLUDED REBATES.............................................................11
      1.23  INDEBTEDNESS.................................................................12
      1.24  INSURANCE PREMIUM RECEIVABLE.................................................12
      1.25  LEVERAGE RATIO...............................................................12
      1.26  LOAN DOCUMENTS...............................................................12
      1.27  MAXIMUM RATE.................................................................12
      1.28  NET CASH FLOW................................................................12
      1.29  NET INCOME...................................................................12
      1.30  NET WORTH (BOOK).............................................................12
      1.31  NONPAYMENT NET RECEIVABLE REDUCTIONS.........................................12
      1.32  NOTES........................................................................12
      1.33  PLAN.........................................................................12
      1.34  REAL ESTATE SECURED RECEIVABLES..............................................12
      1.35  RECEIVABLES..................................................................12
</TABLE>
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<TABLE>
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<S>                                                                                     <C>
      1.36  REQUEST FOR ADVANCE..........................................................12
      1.37  SCHEDULE.....................................................................12
      1.38  SUBORDINATED DEBT............................................................12
      1.39  TANGIBLE NET WORTH...........................................................13
      1.40  TRANCHE "B" CREDIT FACILITY..................................................13
      1.41  VEHICLE RECEIVABLE...........................................................13

2.  LOAN.................................................................................13
      2.1   AMOUNT OF THE LOAN...........................................................13
      2.2   INTEREST RATE................................................................13
      2.3   PAYMENTS.....................................................................14
      2.4   PAYMENT DUE ON A NON-BUSINESS DAY............................................14
      2.5   MANDATORY PAYMENTS...........................................................15
      2.6   VOLUNTARY PREPAYMENTS........................................................15
      2.7   MAXIMUM INTEREST; CONTROLLING AGREEMENT......................................15
      2.8   INTEREST AFTER DEFAULT.......................................................16
      2.9   STATEMENT OF ACCOUNT.........................................................16
      2.10  APPLICATION OF PAYMENTS......................................................16
      2.11  TRANCHE "B" CREDIT FACILITY..................................................16
      2.12  APPLICATION OF PAYMENTS......................................................17
      2.13  ADVANCES TO LEAD BORROWER....................................................17
      2.14  APPOINTMENT OF AGENT.........................................................17

3.  SECURITY.............................................................................17
      3.1   SECURITY INTEREST............................................................18
      3.2   FINANCING STATEMENTS AND FURTHER ASSURANCES..................................19
      3.3   PLEDGE OF RECEIVABLES........................................................19
      3.4   FAILURE TO DELIVER...........................................................19
      3.5   NOTICE OF COLLATERAL ASSIGNMENT..............................................19
      3.6   LOCATION OF RECEIVABLES......................................................19
      3.7   RECORDS AND INSPECTIONS......................................................19
      3.8   ADDITIONAL DOCUMENTS.........................................................20
      3.9   COLLECTION...................................................................20
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<TABLE>
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<S>                                                                                     <C>
      3.10  BLOCKED ACCOUNTS............................................................20
      3.11  PROTECTION OF RECEIVABLE RECORDS............................................20
      3.12  USE OF COLLECTIONS AND MODIFICATION OF RECEIVABLES..........................20
      3.13  USE OF PROCEEDS.............................................................20
      3.14  RETURN OF COLLATERAL........................................................20
      3.15  LENDER'S PAYMENT OF CLAIMS..................................................20
      3.16  CROSS COLLATERALIZATION.....................................................21

4.  CONDITIONS OF CLOSING; SUBSEQUENT ADVANCES..........................................21
      4.1   INITIAL ADVANCE.............................................................21
      4.2   SUBSEQUENT ADVANCES.........................................................22
      4.3   ORAL REQUEST FOR ADVANCE....................................................22
      4.4   ALL ADVANCES TO CONSTITUTE ONE LOAN.........................................22
      4.5   ADVANCES....................................................................22

5.  REPRESENTATIONS AND WARRANTIES OF BORROWERS AND GUARANTOR...........................22
      5.1   REPRESENTATIONS AND WARRANTIES..............................................22
      5.2   WARRANTIES AND REPRESENTATIONS AS TO ELIGIBLE RECEIVABLES...................24

6.  COVENANTS AND OTHER AGREEMENTS......................................................25
      6.1   AFFIRMATIVE COVENANTS.......................................................25
      6.2   NEGATIVE COVENANTS..........................................................26
      6.3   JOINT NEGATIVE COVENANTS....................................................26
      6.4   REPORTING REQUIREMENTS AND ACCOUNTING PRACTICES.............................27
      6.5   ACCOUNT DEBTORS' ADDRESSES..................................................27
      6.6   FINANCIAL REPORTS...........................................................27
      6.7   FINANCIAL STATEMENTS OF GUARANTORS..........................................27
      6.8   NOTICE OF CHANGES...........................................................27
      6.9   DELIVERY OF RECEIVABLE DOCUMENTS; REPORTING.................................27

7.  EVENTS OF DEFAULT AND REMEDIES......................................................28
      7.1   EVENTS OF DEFAULT...........................................................28
      7.2   ACCELERATION OF THE INDEBTEDNESS............................................29
      7.3   LOUISIANA CONFESSION OF JUDGMENT............................................29
</TABLE>
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<TABLE>
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<S>                                                                                     <C>
      7.4   REMEDIES....................................................................29
      7.5   NO WAIVER...................................................................30
      7.6   APPLICATION OF PROCEEDS.....................................................30
      7.7   APPOINTMENT OF LENDER AS ATTORNEY-IN-FACT...................................30

8.    EXPENSES AND INDEMNITIES..........................................................31
      8.1   REIMBURSEMENT FOR EXPENSES..................................................31
      8.2   LENDER'S EXPENSES AND ATTORNEY'S FEES.......................................31
      8.3   GENERAL INDEMNIFICATION.....................................................31

9.  MISCELLANEOUS.......................................................................32
      9.1   NOTICES.....................................................................32
      9.2   PARTICIPATIONS..............................................................32
      9.3   SURVIVAL OF AGREEMENTS......................................................32
      9.4   NO OBLIGATION BEYOND MATURITY...............................................32
      9.5   PRIOR AGREEMENTS SUPERSEDED.................................................32
      9.6   PARTIES BOUND...............................................................32
      9.7   NUMBER AND GENDER...........................................................32
      9.8   NO THIRD PARTY BENEFICIARY..................................................32
      9.9   EXECUTION IN COUNTERPARTS...................................................32
      9.10  SEVERABILITY OF PROVISIONS..................................................32
      9.11  HEADINGS....................................................................33
      9.12  SCHEDULES AND EXHIBITS......................................................33
      9.13  FURTHER INSTRUMENTS.........................................................33
      9.14  GOVERNING LAW...............................................................33
      9.15  JURISDICTION AND VENUE......................................................33
      9.16  WAIVER......................................................................33
      9.17  WAIVER OF RIGHT TO TRIAL BY JURY............................................33
      9.18  BINDING ARBITRATION (LIMITED)...............................................34
      9.19  ADVICE OF COUNSEL...........................................................34
      9.20  TIME OF ESSENCE.............................................................34
</TABLE>
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--------------------------------------------------------------------------------
                                                              Rediscount Finance

                           THIRD AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


Borrower:         THE THAXTON GROUP, INC.
                  THAXTON OPERATING COMPANY
                  THAXTON INSURANCE GROUP, INC.
                  TICO CREDIT COMPANY, INC.
                  EAGLE PREMIUM FINANCE CO, INC.
                  THAXTON COMMERCIAL LENDING, INC.
                  PARAGON, INC.
                  TICO PREMIUM FINANCE COMPANY OF SOUTH CAROLINA, INC.
                  TICO REINSURANCE, LTD.
                  TICO CREDIT COMPANY OF TENNESSEE, INC.
                  TICO CREDIT COMPANY OF NORTH CAROLINA, INC.
                  TICO CREDIT COMPANY OF ALABAMA, INC.
                  TICO CREDIT COMPANY OF MISSISSIPPI, INC.
                  TICO CREDIT COMPANY OF GEORGIA, INC.
                  TICO CREDIT COMPANY (DE)
                  TICO CREDIT COMPANY (MS)
                  TICO CREDIT COMPANY (TN)
                  THAXTON INVESTMENT CORPORATION
                  THE MODERN FINANCE COMPANY
                  SOUTHERN MANAGEMENT CORPORATION
                  MODERN FINANCIAL SERVICES, INC.
                  SOUTHERN FINANCE OF SOUTH CAROLINA, INC.
                  COVINGTON CREDIT OF TEXAS, INC.
                  COVINGTON CREDIT OF GEORGIA, INC.
                  SOUTHERN FINANCE OF TENNESSEE, INC.
                  FITCH  NATIONAL REINSURANCE, LTD.
                  SOCO REINSURANCE, LTD.
                  QUICK CREDIT CORPORATION
                  COVINGTON CREDIT, INC. (OKLAHOMA)
                  COVINGTON CREDIT OF LOUISIANA, INC.
                  SOUTHERN FINANCIAL MANAGEMENT, INC.

                                      -8-
<PAGE>

Address:          1524 PAGELAND HIGHWAY
                  LANCASTER, SOUTH CAROLINA 29721


Date:             APRIL 4, 2001


================================================================================

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ("Agreement") is
entered into on the above date between FINOVA CAPITAL CORPORATION, a Delaware
corporation ("Lender"), whose corporate address is 4800 N. Scottsdale Road,
Scottsdale, Arizona 85251 and whose Rediscount Finance Office address is 16633
Dallas Parkway, Suite 700, Addison, Texas 75001 and the borrowers named above
(collectively referred to herein as the "Borrowers" and singularly as
"Borrower"), all of whose chief executive offices are located at the above
addresses (collectively referred to herein as "Borrowers' Address"). Each
Borrower shall be separately defined as set forth in the Schedule. All
representations, warranties, covenants, agreements, undertaking or other
obligations of Borrowers as set forth in this Agreement and all other Loan
Documents are made by each Borrower as if separately set forth for each Borrower
in this Agreement and the other Loan Documents. All financial covenants and
ratios set forth herein shall be applied to the Borrowers in the aggregate,
except as specifically identified as being applicable to any one Borrower or
group of Borrowers.

This Third Amended and Restated Loan and Security Agreement and the documents
executed in conjunction herewith (defined herein collectively as the "Loan
Documents") are an amendment and restatement of the following:

      1.    That certain Loan and Security Agreement and the documents executed
            in conjunction therewith, as amended, dated March 27, 1995, by and
            between C.L. Thaxton & Sons, Inc. (now known as "The Thaxton Group,
            Inc.") and Lender and of that certain Loan and Security Agreement
            and the documents executed in conjunction therewith, as amended,
            dated March 27, 1995, by and between Thaxton Insurance Group, Inc.
            and Lender, that certain First Amended and Restated Loan and
            Security Agreement and the documents executed in conjunction
            therewith, as amended, dated September 3, 1997, by and between The
            Thaxton Group, Inc., Thaxton Insurance Group, Inc. and Lender and
            that certain Second Amended and Restated Loan and Security Agreement
            and the documents executed in conjunction therewith, as amended,
            dated August 30, 1999, by and between The Thaxton Group, Inc.,
            Thaxton Operating Company, Thaxton Insurance Group, Inc., Tico
            Credit Company, Inc., Eagle Premium Finance Co, Inc., Thaxton
            Commercial Lending, Inc., Paragon, Inc., Tico Premium Finance
            Company, Inc., Tico Reinsurance, Ltd., Tico Credit Company of
            Tennessee, Inc., Tico Credit Company of North Carolina, Inc., Tico
            Credit Company of Alabama, Inc. and Lender (collectively referred to
            herein as the "Prior Thaxton Group Agreements"); and

      2.    That certain Loan and Security Agreement and the documents executed
            in conjunction therewith, as amended, dated January 25, 1999, by and
            between Thaxton Investment Corporation, Tico Credit Company
            (Mississippi), Modern Finance Company D/b/a Tico Credit Company
            (Ohio), Tico Credit Company (Kentucky), Tico Credit Company
            (Tennessee), Southern Management Corporation, Modern Financial
            Services, Inc. D/b/a Tico Financial Services, Southern Finance of
            South Carolina, Inc., Covington Credit of Texas, Inc., Covington
            Credit of GeoSouthern Finance of Tennessee, Inc., Fitch National
            Reinsurance, Ltd., Soco Reinsurance, Ltd., Quick Credit Corporation
            and Lender (collectively referred to herein as the "Prior Thaxton
            Investment Agreements").

      Collectively, the Prior Thaxton Group Agreements and the Prior Thaxton
Investments Agreements are referred to herein as the "Prior Loan Documents".

      This Agreement and the other Loan Documents executed in conjunction
herewith are an extension and renewal of the Prior Loan Documents and the
indebtedness evidenced thereby and not an extinguishment of such indebtedness.
The terms

                                      -9-
<PAGE>

and provisions of this Agreement and the other Loan Documents executed in
conjunction herewith shall supersede and control over the terms and provisions
of the Prior Loan Documents.

      All references to "Borrower" in this Agreement and all other Loan
Documents, shall include The Thaxton Group, Inc., Thaxton Operating Company,
Thaxton Insurance Group, Inc., TICO Credit Company, Inc., Eagle Premium Finance
Co, Inc., Thaxton Commercial Lending, Inc., Paragon, Inc., TICO Premium Finance
Company of South Carolina, Inc., TICO Reinsurance, Ltd., TICO Credit Company of
Tennessee, Inc., TICO Credit Company of North Carolina, Inc., TICO Credit
Company of Alabama, Inc., TICO Credit Company of Mississippi, Inc., TICO Credit
Company of Georgia, Inc., TICO Credit Company(DE), TICO Credit Company (MS),
TICO Credit Company (TN), Thaxton Investment Corporation, The Modern Finance
Company, Southern Management Corporation, Modern Financial Services, Inc.,
Southern Finance of South Carolina, Inc., Covington Credit of Texas, Inc.,
Covington Credit of Georgia, Inc., Southern Finance of Tennessee, Inc., Fitch
National Reinsurance, Ltd., Soco Reinsurance, Ltd., Quick Credit Corporation,
Covington Credit, Inc. (Oklahoma), Covington Credit of Louisiana, Inc. and
Southern Financial Management, Inc., jointly and severally, except for those
provisions that specifically identify a Borrower separately.

1.  DEFINITIONS

  1.1 ACCOUNT DEBTOR. The term "Account Debtor" shall mean any person or persons
that are an obligor in any contractual arrangement with Borrower or any co-
signor in respect of any Receivable.

  1.2 AGREEMENT. The term "Agreement" shall mean this First Amended and Restated
Loan and Security Agreement between FINOVA and the Borrower and any amendment,
modifications or extension hereof.

  1.3 BUSINESS DAY. The term "Business Day" shall mean a day, other than a
Saturday or Sunday, on which commercial banks are open for business to the
public in Phoenix, Arizona and New York, New York.

  1.4 CHARGE OFFS. The term "Charge Offs" shall mean the amount due (including
the principal balance plus all earned fees and charges) pursuant to a Receivable
on the date that Borrower charges off such Receivable as uncollectible, pursuant
to Borrower's policies and/or procedures.

  1.5 COLLATERAL RECOVERY RATE. The term "Collateral Recovery Rate" shall mean,
for any period of determination, (i) the total cash collected from all
Receivables (including but not limited to all cash proceeds from charge off
recoveries, with such charge off recoveries calculated at wholesale value),
divided by (ii) the sum of (a) the total cash collected from all Receivables
(excluding all cash proceeds from charge off recoveries) plus (b) the aggregate
of all Charge Offs with respect to Receivables for that period, plus (c)
Included Rebates for that period.

  1.6 CODE. The term "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

  1.7 COLLATERAL. The term "Collateral" shall have the meaning set forth in
Section 3.1. hereof.

  1.8 COMMONLY CONTROLLED ENTITY. The term "Commonly Controlled Entity" shall
mean an entity, whether or not incorporated, which is under common control with
Borrower within the meaning of Section 414(b) or (c) of the Code.

  1.9 CONSUMER LOAN RECEIVABLE. The term "Consumer Loan Receivable" shall mean
any Receivable of Borrower wherein the Account Debtor is a consumer.

  1.10 DEALER RESERVE. The term "Dealer Reserve" shall mean the amount due to a
dealer with respect to a Receivable wherein the Borrower is or will become
obligated to such dealer in conjunction with the purchase or transfer of such
Receivable, through an agreement in writing, containing a "reserve" or other
liability arrangement between the dealer and Borrower.

  1.11 DEFAULT. The term "Default" shall mean an event which with the passage of
time or notice or both would constitute an Event of Default (as defined in
Section 8.1).

  1.12 DELINQUENCY PERCENTAGE. The term "Delinquency Percentage" shall mean the
percentage determined by dividing the aggregate outstanding balance of all
Receivables that are thirty (30) days or less past due by the aggregate
outstanding balance of all Receivables.

  1.13 DISTRIBUTIONS. The term "Distributions" shall mean, during the period of
determination, any dividends or other distribution of earnings to Borrower's
shareholders or equity holders.

  1.14 DIRECT LOAN RECEIVABLES. The term "Direct Loan Receivables" shall mean a
Consumer Loan Receivable wherein the proceeds are advanced directly to

                                      -10-
<PAGE>

the consumer, excluding Vehicle Receivables and Insurance Premium Receivables.

  1.15 ELIGIBLE RECEIVABLES. The term "Eligible Receivables" shall mean those
Receivables of Borrower that are acceptable to Lender, in its reasonable
discretion, and, in each case, that meet, at a minimum, all of the following
requirements: (i) arise from the extension of credit, the sale and delivery of
goods or the rendering of services in the ordinary course of Borrower's business
or arise from the extension of credit, the sale and delivery of goods or the
rendering of services in the ordinary course of the entity which has sold such
Receivable to Borrower; (ii) represent a valid and binding obligation
enforceable in accordance with its terms for the amount outstanding thereof
without offset, counterclaim or defense (whether actual or alleged); (iii)
comply in all respects with all applicable laws and regulations, including, but
not limited to, truth in lending and credit disclosure laws and regulations;
(iv) all amounts and information appearing thereon or furnished to Lender in
connection therewith are true and correct and undisputed by the Account Debtor
thereon or any guarantor thereof; (v) Borrower and the Account Debtor are not
engaged in any litigation regarding nonpayment of the Receivable; (vi) to the
best knowledge of Borrower neither the Account Debtor thereon nor any guarantor
thereof is subject to any receivership, insolvency or bankruptcy proceeding, is
insolvent or has failed to meet its debts as they mature; (vii) Borrower has
good and sufficient right to pledge, assign and deliver the Receivables free
from all liens, claims, encumbrances or security interests whatsoever; (viii)
neither the Account Debtor thereon nor any guarantor thereof is employed by,
related to or affiliated with Borrower; (ix) to the best knowledge of Borrower
no condition exists that materially or adversely affects the value of the
Receivables or jeopardizes any security therefor; (x) if the Receivables arise
from the sale of goods, such goods have been delivered and accepted by the
Account Debtor and are still subject to the lawful possession and control of the
Account Debtor and have not been otherwise returned to or repossessed by
Borrower; (xi) is not a renewal or extension of any Receivable previously
ineligible hereunder; (xii) the original principal amount thereof does not
exceed the Maximum Amount of an Eligible Receivable set forth in the Schedule
for the applicable Receivable Category (Schedule Section 1.16.A.) and the
original term thereof does not exceed the Maximum Term of an Eligible Receivable
set forth in the Schedule for the applicable Receivable Category (Schedule
Section 1.16.B.); (xiii) meets the Eligibility Test and has been reported to
Lender in compliance with the Aging Procedures set forth in the Schedule for the
applicable Receivable Category (Schedule Section 1.16.C.); (xiv) is not
evidenced by a judgment or has not been reduced to judgment; (xv) is not an open
account; (xvi) is evidenced by a written payment agreement, bearing interest or
containing a time price differential, which has been executed by the Account
Debtor; (xvii) the Account Debtor thereunder is a legal resident of the United
States; (xviii) payments under the Receivable are to be made in United States
dollars; and (xix) the number of days between contractual payment dates of a
Receivable does not exceed thirty-one (31) days.

  1.16 ERISA. The term "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.

  1.17 GAAP. The term "GAAP" shall mean generally accepted accounting principles
and other standards as promulgated by the American Institute of Certified Public
Accountants.

  1.18 GUARANTOR. The term "Guarantor" shall mean any person or persons who
execute an unlimited guaranty and/or a validity guaranty agreement in favor of
Lender with respect to Borrower's Indebtedness to Lender (Schedule Section
1.19).

  1.19 GUARANTY AGREEMENT. The term "Guaranty Agreement" shall mean that certain
unlimited guaranty agreement and/or validity guaranty agreement executed by the
Guarantor, in a form and substance approved by Lender.

  1.20 GOVERNING RATE. The term "Governing Rate" shall mean the "Prime" rate
publicly announced by Citibank N.A., New York, New York (or such other "money
center" bank as Lender, in its sole discretion, may select from time to time,
but shall not be more than the highest rate of the five largest banks in the
Continental United States as their respective corporate base, reference, prime
or similar benchmark rate), provided however, that such rate may not be the
lowest rate charged to such bank's customers.

  1.21 INCLUDED REBATE PERCENTAGE. The term "Included Rebate Percentage" shall
mean, for any period of determination, the percentage determined by dividing (i)
the aggregate of all Charge Offs with respect to Non- Auto Receivables for that
period, by (ii) the Nonpayment Net Receivable Reductions for that period.

  1.22 INCLUDED REBATES. The term "Included Rebates" shall mean, for any period
of determination, (i) the aggregate of all rebates of interest for that period,
multiplied by (ii) the Included Rebate Percentage.

                                      -11-
<PAGE>

  1.23 INDEBTEDNESS. The term "Indebtedness" shall mean all amounts advanced
hereunder by Lender to Borrower together with all other amounts owing or
becoming owing to Lender by Borrower, direct or indirect, absolute or
contingent, now or hereafter existing, whether pursuant to the terms of this
Agreement or any document or instrument evidencing or securing the transaction
contemplated hereby.

  1.24 INSURANCE PREMIUM RECEIVABLE. The term "Insurance Premium Receivable"
shall mean a Receivable that evidences the financing of the payment of insurance
premiums.

  1.25 LEVERAGE RATIO. The term "Leverage Ratio" shall mean, at any date of
determination, the remainder of the total liabilities of Borrower, including the
outstanding balance of the Indebtedness, less the outstanding balance of all
Subordinated Debt divided by the sum of the amount of Borrower's Tangible Net
Worth plus the outstanding balance of all Subordinated Debt.

  1.26 LOAN DOCUMENTS. The term "Loan Documents" shall mean this Agreement, the
Notes, the Schedule, the Guaranty, Subordination Agreements, Agency and
Custodian Agreements and all other documents executed in connection with this
Agreement, together with any and all renewals, amendments, restatements or
replacements of such documents.

  1.27 MAXIMUM RATE. The term "Maximum Rate" shall mean the highest lawful and
nonusurious rate of interest applicable to the Notes made and delivered by
Borrower to Lender in connection herewith, that at any time or from time to time
may be contracted for, taken, reserved, charged, or received on the Notes and
the Indebtedness under the laws of the United States and the laws of such states
as may be applicable thereto, that are in effect or, to the extent allowed by
such laws, that may be hereafter in effect and that allow a higher maximum
nonusurious and lawful interest rate than would any applicable laws now allow.

  1.28 NET CASH FLOW. The term "Net Cash Flow" shall mean, on any date of
determination, for the immediately twelve (12) preceding calendar months, the
sum of the following: (a) Net Income after applicable income taxes, plus (b) all
amortization and depreciation.

  1.29 NET INCOME. The term "Net Income" shall mean with respect to any fiscal
period, the net earnings of Borrower (excluding all extraordinary gains and
losses or nonrecurring income and expenses) before provision for income taxes
for such fiscal period of Borrower, all as reflected on the financial statements
of Borrower supplied to Lender pursuant to Sections 6.6(A) and 6.6(B) hereof.

  1.30 NET WORTH (BOOK). The term "Net Worth (Book) shall mean the total amount
of the equity section of the Borrowers' financial statements for the month
immediately preceding the date of determination, as delivered to Lender
hereunder.

  1.31 NONPAYMENT NET RECEIVABLE REDUCTIONS. The term "Nonpayment Net Receivable
Reductions" shall mean, for any period of determination, the sum of (i) the
aggregate of all Charge Offs with respect to Receivables for that period, plus
(ii) the aggregate of all net refinanced balances of Receivables for that
period.

  1.32 NOTES. The term "Notes" shall mean the Revolving Note and the Term Note,
as defined in Sections 2.1.A. and 2.1.B respectively, of even date herewith, and
all renewals, extensions, or modifications executed by Borrower and payable to
the order of Lender.

  1.33 PLAN. The term "Plan" shall mean any pension plan that is covered by
Title IV of ERISA and with respect to which Borrower or a Commonly Controlled
Entity is an "Employer" as defined in section 3(5) of ERISA.

  1.34 REAL ESTATE SECURED RECEIVABLES. The term "Real Estate Secured
Receivables" shall mean a Receivable that is secured by a lien on real estate in
favor of Borrower.

  1.35 RECEIVABLES. The term "Receivables" shall mean all accounts of Borrower
and any other right of Borrower to receive payment, including, without
limitation, all loans, extensions of credit or Borrower's right to payment for
goods sold or services rendered by Borrower.

  1.36 REQUEST FOR ADVANCE. The term "Request for Advance" shall mean a written
request for an advance in the form of Exhibit "A" attached hereto and made a
part hereof.

  1.37 SCHEDULE. The term "Schedule" shall mean the schedule executed in
conjunction with this Agreement of even date herewith, as may be amended from
time to time, upon written agreement of Lender and Borrower.

  1.38 SUBORDINATED DEBT. The term "Subordinated Debt" shall mean the aggregate
amount of any indebtedness of Borrower to persons other than Lender that by its
terms is subordinated in all respects, including, but not limited to, the right
of payment, to the prior payment in full of the Indebtedness. A subordination
and standstill agreement, in a form and substance satisfactory to Lender, shall
be entered into by all holders of Subordinated Debt.

                                      -12-
<PAGE>

  1.39 TANGIBLE NET WORTH. The term "Tangible Net Worth" shall mean, at any time
of determination, the shareholder's equity of Borrower determined in accordance
with GAAP minus the aggregate amount of all intangible assets and all assets
consisting of obligations due to Borrower from shareholders, directors,
officers, or any affiliate of Borrower or any Guarantor hereunder.

  1.40 TRANCHE "B" CREDIT FACILITY. The term "Tranche "B" Credit Facility" shall
mean that certain portion of the availability of the Loan as determined pursuant
to the provisions of Section 2.11 hereof.

  1.41 VEHICLE RECEIVABLE. The term "Vehicle Receivable" shall mean a Receivable
that the proceeds of such Receivable were used to purchase a motor vehicle and
such Receivable is secured by such motor vehicle and such Receivable was
purchased by Borrower from unaffiliated third parties.


2.  LOAN

  2.1 AMOUNT OF THE LOAN.

  A. AMOUNT OF THE REVOLVING CREDIT FACILITY. Subject to the terms, covenants
and conditions hereinafter set forth, Lender agrees upon the Borrower's request
from time to time, until the Maturity Date, to make advances to Borrower
(collectively, the "Revolving Loan"), in an aggregate amount not to exceed at
any time the lesser of the following:

  (i) the Amount of Revolving Credit Line (Schedule Section 2.1.A.), and

  (ii) the Availability on Revolving Loan Eligible Receivables (Schedule Section
  2.1.B.).

  Within the limits of this Section 2.1, Borrower may borrow, repay and reborrow
the advances. The Revolving Loan and the Term Loan is a renewal and extension,
and not an extinguishment, of the indebtedness due to Lender by Borrower as of
the date hereof. The Revolving Loan shall be evidenced by the Revolving Note.
The Revolving Loan shall bear interest at the Revolving Loan Credit Facility
Stated Interest Rate.

  In addition to the availability set forth above, Lender has advanced to
Borrower an amount equal to the Amount of the Tranche "B" Credit Facility, for
the purpose of acquiring the Preferred Stock, as defined in Section 2.11 of this
Agreement. This advance shall be evidenced by the Revolving Note. Only one (1)
advance has been and will be made pursuant to the Tranche "B" Credit Facility.

  Notwithstanding any provision contained herein to the contrary, on any date of
determination, the amount determined by subtracting the outstanding balance of
the Indebtedness allocated to Revolving Loan from Availability on Revolving Loan
Eligible Receivables shall not be less than the outstanding balance of the
Tranche "B" Credit Facility.

  B. AMOUNT OF THE TERM FACILITY. Subject to the terms, covenants and conditions
hereinafter set forth, Lender and Borrower agree that certain portion of the
outstanding balance of the Indebtedness on the date of the execution of this
Agreement and the other Loan Documents executed in conjunction therewith, with
that amount determined as the lesser of (referred to here as the "Term Loan"):

     (1) The Maximum Amount of the Term Facility (Section 2.1.A.) as reduced by
         the amount of each principal payment made with respect to the Term
         Loan.

      and

     (2) Fifteen percent (15%) of the amount of the aggregate outstanding
         balance of the Revolving Loan Eligible Receivables (Schedule Section
         2.1.B.) on any date of determination.

  The amount of the Term Loan shall be evidenced by the Term Note in the
original principal amount as determined above in this Section 2.1.B.on the date
of the execution of this Loan Agreement. The balance of the Term Loan shall be
payable in monthly installments of principal and interest in the amount of Six
Hundred Thousand Dollars ($600,000.00), which shall be due and payable on the
fifteenth (15th) day of each calendar month, with the first (1st) payment on
April 15, 2001, and continuing in consecutively successive monthly payments for
twenty-two (22) months thereafter, with the twenty-fourth (24th) and final
payment due on March 15, 2003, in the amount of the then remaining outstanding
balance.

  The Term Loan shall bear interest at the Term Loan Credit Facility Stated
Interest Rate.

  Collectively the Revolving Loan and the Term Loan shall be referred to herein
as the "Loan".

  2.2 INTEREST RATE. The outstanding principal balance of the Indebtedness
allocated hereunder to the Revolving Loan excluding the amount outstanding
pursuant to the Tranche "B" Credit Facility shall bear interest at the

                                      -13-
<PAGE>

Revolving Loan Credit Facility Stated Interest Rate (Schedule Section 2.2). The
portion of the outstanding principal balance of the Indebtedness under the Term
Loan shall bear interest at the Term Loan Credit Facility Stated Interest Rate
(Schedule Section 2.2).

  The outstanding principal balance advanced pursuant to the Tranche "B" Credit
Facility shall yield a dividend rate equal to the Tranche "B" Credit Facility
Dividend Rate (Schedule Section 2.2).

  If Lender is ever prevented from charging or collecting interest at the rates
set forth in Revolving Loan Credit Facility Stated Interest Rate Section (i),
the Term Loan Credit Facility Stated Interest Rate Section (i) and /or Tranche
"B" Credit Facility Dividend Rate Section (i) (if the Tranche "B" Dividend Rate
is determined to be interest) because interest at such rates when applied to the
outstanding balance of the Indebtedness would exceed interest at the Maximum
Rate, then such restricted rate or rates shall continue to be the Maximum Rate
until Lender has charged and collected the full amount of interest chargeable
and collectible had interest at the rate set forth in such Stated Interest Rate
Sections (i) always been lawfully chargeable and collectible. As the Governing
Rate changes, the rate set forth in each Stated Interest Rate Section (i) shall
be increased and decreased (subject to the Maximum Rate) on the first day of
each calendar month to correspond with the change in the Governing Rate in
effect at the close of business of such day of determination and shall remain
fixed at such rate until the first day of the next succeeding calendar month,
notwithstanding fluctuations in the Governing Rate during the month. All changes
in the Governing Rate shall be made without notice to Borrower. The monthly
interest due on the principal balance of the Indebtedness shall be computed for
the actual number of days elapsed during the month in question on the basis of a
year consisting of three hundred sixty (360) days. The applicable monthly
interest due shall be calculated by determining the average daily principal
balance outstanding allocated to each Tranche for each day of the month in
question. The daily rate shall be equal to 1/360th times the Stated Interest
Rate (but shall not exceed the Maximum Rate).

  If the any of the Stated Interest Rate calculations, as set forth in Schedule
Section 2.2, causes a change in a Stated Interest Rate Section (i), such
increased or decreased (subject to the Maximum Rate) shall be determined on the
first (1st) day of each calendar month together with any change in the Governing
Rate, if any, and shall remain in effect and shall remain fixed at such rate
until the first day of the next succeeding calendar month, notwithstanding
fluctuations in the Stated Interest Rate calculation or Governing Rate during
the month. If the Stated Interest Rate calculation is determined based upon the
outstanding balance of the Indebtedness, only for the purpose of determining the
Stated Interest Rate on the first (1st) day of each calendar month, the
outstanding balance of the Indebtedness shall be the average daily outstanding
balance of the Indebtedness for the calendar month immediately preceding the
date of determination

  2.3 PAYMENTS. All payments to Lender made by mail shall be payable at FINOVA
Capital Corporation, File No. 96425, P. O. Box 730495, Dallas, Texas 75373 or
payments made by overnight mail shall be payable at FINOVA Capital Corporation,
File No. 96425, Attn. LB No. 730495, 1801 Royal Lane, Suite 600, Dallas, TX
75229. All payments made by wire transfer or other method of electronic transfer
methods to Lender shall be payable to FINOVA Capital Corporation, Citibank, New
York, New York, ABA# 021 000 089, Account Name: FINOVA Capital Corp., Account
Number: 4068-0485, Reference: Rediscount Finance, ZQX(Client Acct. #XXX )ZQX.)
All payments received pursuant to this Agreement by wire transfer or other
electronic transfer method, where immediate credit occurs, shall be applied to
Borrower's Indebtedness on the Business Day of actual receipt of such payment by
Lender's depository bank, payments received by any other method shall be applied
to Borrower's Indebtedness three (3) Business Days after the actual receipt of
such payment by Lender's depository bank if such payment is credited to Lender's
account. The Indebtedness shall be due and payable as follows:

  A. Accrued but unpaid interest for each calendar month during the term hereof
shall be due and payable, in arrears, on or before the fifteenth (15th) day of
the immediately succeeding calendar month.

  B. Costs, fees and expenses payable pursuant to this Agreement shall be due
and payable by Borrower to Lender or to such other person(s) designated by
Lender in writing on demand;

  C. All amounts due pursuant to Section 2.5 shall be immediately due and
payable on the date such over advance occurs; and

  D. The entire outstanding balance of the Indebtedness shall be due and
payable, if not prepaid, on the Maturity Date (Schedule Section 2.3.).


  2.4 PAYMENT DUE ON A NON-BUSINESS DAY. If any payment of the Indebtedness
falls due on a day other than a Business Day, then such due date shall be
extended to the next succeeding Business Day.

                                      -14-
<PAGE>

  2.5 MANDATORY PAYMENTS. Provided that Borrower is not otherwise in Default
hereunder, if at any time the amount advanced by Lender to Borrower exceeds the
maximum amount of the Loan allowed pursuant to Section 2.1.A. or 2.1.B, Borrower
shall immediately and without notice, repay to Lender an amount sufficient to
eliminate such excess, or, at Lender's option, assign and deliver additional
Eligible Receivables sufficient for such purpose. In the event Borrower sells,
transfers, assigns or otherwise disposes of all or any portion of its
Receivables, other than in the ordinary course of business, Borrower shall apply
all proceeds of any such sale, transfer, assignment or other disposition to
reduce the outstanding balance of the Indebtedness.

  2.6 VOLUNTARY PREPAYMENTS. Borrower may, at its option, voluntarily prepay the
Indebtedness in full at any time and request a termination of Lender's security
interest in the collateral, provided, however, that Borrower has given Lender
ninety (90) days written notice of any such intention to prepay the Indebtedness
in full, Borrower requests Lender to terminate its security interest in the
Collateral. Borrower may not make such prepayment prior to the expiration of
such ninety (90) day period. Upon written notice of prepayment of the
Indebtedness in full, the commitment by Lender to advance funds to Borrower and
all the obligations of Lender shall terminate on the expiration of said ninety
(90) day notice period, and the entire amount of the Indebtedness shall be due
and payable on such date.

  2.7 MAXIMUM INTEREST; CONTROLLING AGREEMENT. The contracted for rate of
interest of the Loan without limitation, shall consist of the following: (i) the
Stated Interest Rate, calculated and applied to the principal balance of the
Notes in accordance with the provisions of the Notes and this Agreement; (ii)
interest after event of default or due date, calculated and applied to the
amounts due under the Notes in accordance with the provisions thereof; and (iii)
all Additional Sums (as herein defined), if any. Borrower agrees to pay an
effective contracted for rate of interest which is the sum of the
above-referenced elements.

  All fees, charges, goods, things in action or any other sums or things of
value (other than amounts described in the immediately previous paragraph), paid
or payable by Borrower (collectively, the "Additional Sums"), whether pursuant
to the Notes, this Agreement or any other documents or instruments in any way
pertaining to this lending transaction, or otherwise with respect to this
lending transaction, that under any applicable law may be deemed to be interest
with respect to this lending transaction, for the purpose of any applicable law
that may limit the maximum amount of interest to be charged with respect to this
lending transaction, shall be payable by Borrower as, and shall be deemed to be,
additional interest and for such purposes only, the agreed upon and "contracted
for rate of interest" of this lending transaction shall be deemed to be
increased by the rate of interest resulting from the inclusion of the Additional
Sums.

  It is the intent of the parties to comply with the usury law ("Applicable
Usury Law") applicable pursuant to the terms of the preceding paragraph or such
other usury law which is applicable if the law chosen by the parties is not
applicable. Accordingly, it is agreed that notwithstanding any provisions to the
contrary in the Loan Documents, or in any of the documents securing payment
hereof or otherwise relating hereto, in no event shall the Loan Documents or
such documents require the payment or permit the collection of interest in
excess of the maximum contract rate permitted by the Applicable Usury Law. In
the event (a) any such excess of interest otherwise would be contracted for,
charged or received from Borrower or otherwise in connection with the loan
evidenced hereby, or (b) the maturity of the indebtedness evidenced by the Loan
Documents is accelerated in whole or in part, or (c) all or part of the
principal or interest of the Loan Documents shall be prepaid, so that under any
of such circumstances the amount of interest contracted for, charged or received
in connection with the loan evidenced hereby, would exceed the maximum contract
rate permitted by the Applicable Usury Law, then in any such event (1) the
provisions of this paragraph shall govern and control, (2) neither Borrower nor
any other person or entity now or hereafter liable for the payment hereof will
be obligated to pay the amount of such interest to the extent that it is in
excess of the maximum contract rate permitted by the Applicable Usury Law, (3)
any such excess which may have been collected shall be either applied as a
credit against the then unpaid principal amount hereof or refunded to Borrower,
at Lender's option, and (4) the effective rate of interest will be automatically
reduced to the maximum amount of interest permitted by the Applicable Usury Law.
It is further agreed, without limiting the generality of the foregoing, that to
the extent permitted by the Applicable Usury Law; (x) all calculations of
interest which are made for the purpose of determining whether such rate would
exceed the maximum contract rate permitted by the Applicable Usury Law shall be
made by amortizing, prorating, allocating and spreading during the period of the
full stated term of the loan evidenced hereby, all interest at any time
contracted for, charged or received from Borrower or otherwise in connection
with such loan; and (y) in the event that the effective rate of interest on the
loan should at any time exceed the maximum contract rate allowed under the
Applicable Usury Law, such excess interest that would otherwise have been
collected had there been no ceiling

                                      -15-
<PAGE>

imposed by the Applicable Usury Law shall be paid to Lender from time to time,
if and when the effective interest rate on the loan otherwise falls below the
maximum amount permitted by the Applicable Usury Law, to the extent that
interest paid to the date of calculation does not exceed the maximum contract
rate permitted by the Applicable Usury Law, until the entire amount of interest
which would have otherwise been collected had there been no ceiling imposed by
the Applicable Usury Law has been paid in full. Borrower further agrees that
should the maximum contract rate permitted by the Applicable Usury Law be
increased at any time hereafter because of a change in the law, then to the
extent not prohibited by the Applicable Usury Law, such increases shall apply to
all indebtedness evidenced hereby regardless of when incurred; but, again to the
extent not prohibited by the Applicable Usury Law, should the maximum contract
rate permitted by the Applicable Usury Law be decreased because of a change in
the law, such decreases shall not apply to the indebtedness evidenced hereby
regardless of when incurred.

  2.8 INTEREST AFTER DEFAULT. Upon the occurrence and during the continuation of
an Event of Default, Borrower shall pay Lender interest on the daily outstanding
balance of Borrower's loan account at a rate per annum which is two percent
(2.0%) in excess of the rate which would otherwise be applicable thereto
pursuant to the Schedule (Schedule Section 2.2).

  2.9 STATEMENT OF ACCOUNT. Lender shall provide Borrower, each month, with a
statement of Borrower's account, prepared from Lender's records, which shall
conclusively be deemed correct and accepted by Borrower, unless Borrower gives
Lender a written statement of exceptions within ten (10) days after receipt of
such statement.

  2.10 APPLICATION OF PAYMENTS. The amount of all payments or amounts received
by Lender with respect to the Indebtedness shall be applied to the extent
applicable under this Agreement: (i) first, to accrued interest through the date
of such payment, including any Interest After Default; (ii) then, to any late
fees, overdue risk assessments, examination fees and expenses, collection fees
and expenses and any other fees and expenses due to Lender hereunder; and (iii)
last, the remaining balance, if any, to the unpaid principal balance of the
Indebtedness; provided, however, while a Default exists under the Loan
Documents, each payment hereunder shall be applied to amounts owed to Lender by
Borrower as Lender it is sole discretion may determine. In calculating interest
and applying payments as set forth above; (a) interest shall be calculated and
collected through the date a payment is actually applied by Lender under the
terms of this Agreement; (b) interest on the outstanding balance shall be
charged during any grace period permitted hereunder; (c) at the end of each
month, all accrued and unpaid interest and other charges provided for hereunder
shall be added to the principal balance of the Loan; and (d) to the extent that
Borrower makes a payment or Lender receives any payment or proceeds of the
Collateral for Borrower's benefit that is subsequently invalidated, set aside or
required to be repaid to any other person or entity, then, to such extent, the
obligations intended to be satisfied shall be revived and continue as if such
payment or proceeds had not been received by Lender and Lender may adjust the
outstanding balance of the Indebtedness as Lender, in its sole discretion, deems
appropriate under the circumstances.

  2.11 TRANCHE "B" CREDIT FACILITY. The "Tranche "B" Credit Facility" shall be
that portion of the outstanding balance of the Indebtedness advanced by Lender
for the purchase of up to Eight Hundred Thousand (800,000) shares of preferred
stock of The Thaxton Group, Inc. at a price of Ten Dollars ($10.00) per share
("Preferred Stock") in an aggregate amount not to exceed, on any date of
determination, the amount equal to the "Amount of the Tranche "B" Credit
Facility" (Schedule Section 2.1.A.).

     Only one (1) initial advance was made pursuant to the Tranche "B" Credit
     Facility.

     The advance pursuant to the Tranche "B" Credit Facility was used to
     purchase the Preferred Stock ("Purchase Price"). Borrower shall pay to
     Lender, as a mandatory dividend on the Preferred Stock, an amount equal to
     the Tranche "B" Dividend Rate (Section 2.2) multiplied by the Purchase
     Price for such Preferred Stock. All accrued but unpaid dividends, for the
     immediately preceding calendar month, shall be due and payable monthly on
     the fifteenth (15th) day of each month until such Preferred Stock is sold
     by Lender.

     Lender's purchase of the Preferred Stock was conditioned upon the
     continuing occurrence of all of the following:

        (a) the unlimited and unconditional agreement from James D. Thaxton
        ("Thaxton") that if, for any reason, Lender offers for Borrower to
        purchase the Preferred Stock and Borrower fails or refuses to purchase
        such Preferred Stock, Thaxton shall purchase the Preferred Stock from
        Lender, at the price and on the terms, set forth herein, pursuant to the
        terms of that certain

                                      -16-
<PAGE>

        Preferred Stock Purchase Agreement ("Purchase Agreement");

        (b) a Default or an Event of Default does not
        exist at the time of such purchase.

     Notwithstanding any provision to the contrary set forth in the Loan
     Documents, if Lender, pursuant to the terms of the Loan Documents,
     accelerates the outstanding balance of the Indebtedness and makes demand
     for payment of such outstanding balance, such demand may include, at
     Lender's discretion, a demand for the immediate purchase of all of the
     Preferred Stock by Thaxton.

  2.12 APPLICATION OF PAYMENTS. All payments and collections shall be deemed to
be comprised of a pro rata remittance or payment made by each Borrower, based
upon the proportion that the Eligible Receivables of each Borrower bears to the
aggregate of all Eligible Receivables of the Borrowers, as of the date on which
such remittance or payment is received by Lender. In the event such remittance
or payment shall be made by the Lead Borrower, acting as agent or trustee for
the other Borrowers, each Borrower shall be deemed to have made their
proportionate amount of such remittance or payment to Lender by and through such
agent or trustee.

  2.13 ADVANCES TO LEAD BORROWER. Borrower does hereby irrevocably agree that in
the event Lender makes advances to Lead Borrower, as agent or trustee for each
of Borrower, as contemplated in Section 2.17, each such advance shall be deemed
to be made to each Borrower based upon a proportion that each Borrower's
Eligible Receivables bear to the aggregate of all Eligible Receivables of
Borrower, notwithstanding any subsequent disbursement of said advance by the
Lead Borrower, acting as agent or trustee for the Borrowers. In the event that
the actual advances, direct or indirect, received by Lead Borrower or any other
Borrower or the balance due to Lender as shown in the records of any Borrower
shall be disproportionate when compared to the proportion of the Eligible
Receivables of each Borrower, whether by way of subsequent disbursements by Lead
Borrower, acting as agent or trustee, by way of Lender electing to make advances
to each Borrower, as contemplated in Section 2.17 or otherwise, such
disproportionalities shall be deemed to have occurred by virtue of loans made
between and among Borrowers.

  2.14 APPOINTMENT OF AGENT. Lender agrees that, in the sole discretion of
Lender, Borrower may, by written notice to Lender, designate a Lead Borrower to
receive advances from Lender, make payments to Lender, communicate with Lender
and generally represent the interests of the Borrowers with respect to the
subject matter of this Agreement; notwithstanding the foregoing, Lender may, at
its sole discretion and upon notice to each of the Borrowers, make advances
directly to each of the Borrowers, require that payments due hereunder be made
to Lender by each of the Borrowers, require each of the Borrowers to communicate
directly with Lender, for its own account, and generally deal independently and
separately with each of the Borrowers. Until so notified by Lender, each of the
Borrowers hereby agree that any and all funds advanced by Lender pursuant to the
terms of this Agreement, shall be advanced to the Lead Borrower and may be
deposited or transferred into the general corporate account of Lead Borrower, as
agent and/or trustee for Borrowers. Lead Borrower hereby agrees to keep detailed
and accurate records of all such disbursements made to any other Borrowers. Lead
Borrower hereby agrees to keep detailed and accurate records of all loans and
dealings between or among Lead Borrower and the other Borrowers. Borrowers agree
to furnish copies of such records to Lender upon request. Each Borrower, other
than the Lead Borrower hereby irrevocably makes, constitutes, designates and
appoints Lead Borrower as its agent and/or trustee with full power to receive
all notices, request all Advances hereunder and to deal generally with Lead
Borrower as agent and/or trustee for the Borrowers is hereby granted full power
and authority to bind the Borrowers in respect of any term, condition, covenant
or undertaking embraced in this Agreement. Lender may, without liability or
responsibility to the Borrowers rely upon the instructions or other
communications of Lead Borrower on behalf of each of the Borrowers in connection
with any notifications, requests or communications required or permitted to be
given hereunder with the same force and effect as if actually given by each
Borrower; each Borrower hereby agrees to indemnify and hold Lender harmless from
and against any liability, claim, suit, action, penalty, fine or damage arising
out of or incurred in connection with Lender's reliance upon communications from
Lead Borrower on behalf of the Borrowers. It is specifically understood and
agreed that any Advance made hereunder by Lender to Lead Borrower shall be
considered and treated as an Advance to the Borrowers and each Borrower shall be
jointly and severally liable therefor.

  2.15 FACILITY FEE. Borrower hereby agrees to pay to Lender a fee for the
commitment and approval of the credit facility set forth in the Loan Documents
and which shall be earned upon the execution of this Agreement and shall be
determined and due and payable as set forth in Schedule Section 2.15.

3.  SECURITY

                                      -17-
<PAGE>

  3.1 SECURITY INTEREST. To secure the prompt payment to Lender of the
Indebtedness and any and all other obligations now existing or hereinafter
arising owed by Borrower to Lender, Borrower hereby irrevocably grants to Lender
a first and continuing security interest in the following property and interests
in property of Borrower, whether now owned or existing or hereafter acquired or
arising and wheresoever located (collectively the "Collateral"):

  A. All Receivables and all accounts, chattel paper, instruments, contract
rights and general intangibles, all of Borrower's right, remedies, security,
liens, guaranties, or other contracts of suretyship with respect thereto, all
deposits or other security or support for the obligation of any Account Debtor
thereunder and credit and other insurance acquired by Account Debtor or the
Borrower in connection therewith.;

  B. All furniture, equipment, machinery, fixtures and general intangibles,
including but not limited to customer lists and records, tax refunds and
insurance premium refunds.

  C. All inventory, new or used, including, but not limited to parts and
accessories;

  D. All bank accounts of Borrower;

  E. All monies, securities and property, now or hereafter held, received by, or
entrusted to, in the possession or under the control of Lender or a bailee of
Lender;

  F. All right, title and interest of the Borrower in and to the Receivables,
participation agreements, participation certificates, or other instruments or
agreements which evidence the Receivables;

  G. All right, title and interest of the Borrower in and to all Consumer Notes,
Consumer Mortgages, deeds of trust, security agreements, chattel mortgages,
assignments of rent and other security instruments whether now or hereafter
owned, acquired or held by the Borrower which secure (or constitute collateral
for any note, instrument or agreement securing) any of the Consumer Notes or
other instruments or agreements which evidence any of the Receivables;

  H. All right, title and interest of the Borrower in and to all Financing
Statements perfecting the security interest of any of the foregoing;

  I. All right, title and interest of the Borrower in and to all Guaranties and
other instruments by which the persons or entities executing the same guarantee,
among other things, the payment or performance of the Receivables;

  J. All right, title and interest of the Borrower in and to all title insurance
policies, title insurance binders, commitments or reports insuring or relating
to the foregoing;

  K. All right, title and interest of the Borrower in and to all surveys, bonds,
hazard and liability insurance policies, participation agreements and any other
agreement, instrument or document pertaining to, affecting, obtained by the
Borrower in connection with, or arising out of, the Receivables;

  L. All right, title and interest of the Borrower in and to all commitments and
other agreements to purchase any Receivables;

  M. All right, title and interest of the Borrower in and to all collections on,
and proceeds of or from, any and all of the foregoing (hereafter collectively
called "Collections");

  N. All files, surveys, certificates, correspondence, appraisals, computer
programs, tapes, discs, cards, accounting records, and other records,
information, and data of the Borrower relating to the Receivables (including all
information, data, programs, tapes, discs and cards necessary to administer and
service such Receivables);

  O. All contract rights, accounts, rights to payment of money, refunds,
including tax, premium and commission refunds, and general intangibles, relating
to such documents and contracts described in 3.1 above and as to all such
Collateral described in section 3.1 including this subparagraph J. whether now
existing or hereafter at any time acquired or arising;

  The following definitions are solely for the purpose of defining these terms
with respect to the description of the Collateral herein:

     Consumer Loans: The mortgage loans made to consumers who are customers of
     the Debtor, evidenced by a promissory note or other similar instrument
     evidencing indebtedness (the "Consumer Note") and made payable to the
     Debtor and secured by a Consumer Mortgage.

     Consumer Mortgage: A mortgage or other security deed in land and interests
     in real property, structures, improvements, fixtures and buildings located
     on or used in connection with real property

                                      -18-
<PAGE>

     or rights and interests in real property which secures a Consumer Loan.

  P. All books and records (including, without limitation, customer lists,
credit files, tapes, ledger cards, computer software and hardware, electronic
data processing software, computer printouts and other computer materials and
records) of Borrower evidencing or containing information regarding any of the
foregoing.

  Q. All accessions to, substitutions for and all replacements, products and
proceeds of the foregoing, including, without limitation, proceeds of insurance
policies (including but not limited to claims paid and premium refunds);

  3.2 FINANCING STATEMENTS AND FURTHER ASSURANCES. Borrower hereby agrees to
execute UCC-1 Financing Statements, in the form and substance of Exhibit "B"
hereto, and any other instruments or documents reasonably necessary to evidence,
preserve or protect Lender's security interest in the Collateral. Borrower
agrees that financing statements shall be filed covering all of Borrower's
locations (Schedule Section 3.2.).

  Upon Lender's request, Borrower agrees to deliver to Lender, at such places as
Lender may reasonably designate, schedules executed by Borrower, listing the
Receivables and fully and correctly specifying in adequate detail the aggregate
unmatured unpaid face amount of each Receivable and the amount of the deferred
installments thereof falling due each month. These schedules shall be in form
and tenor satisfactory to or supplied by Lender. All schedules delivered and
Collateral pledged to Lender shall be assigned to Lender pursuant to the
"Schedule of Receivables and Assignment" in the form and substance of Exhibit
"E" attached hereto. Borrower further warrants and agrees that in each case
where the terms of any Receivable require the Borrower or the Account Debtor
named in such Receivable to place or carry fire insurance or other insurance in
respect of the merchandise or property to which such Receivable relates, the
Borrower shall or shall cause the Account Debtor to maintain such insurance
until the full amount of such Receivable is collected and if not, Lender, at its
option, may place and maintain such insurance, charging the cost thereof to
Borrower.

  3.3 PLEDGE OF RECEIVABLES. Borrower hereby agrees to pledge all Receivables
and, if so requested by Lender, Borrower shall deliver to Lender all documents
evidencing Receivables of Borrower, no less often than on the twentieth (20th)
day of each calendar month during the term of this Agreement, together with the
Schedule of Receivables and Assignment, as set forth in Section 3.2 hereof.

  3.4 FAILURE TO DELIVER. Failure to deliver physical possession of any
instruments, documents or writings in respect of any Receivable to Lender shall
not invalidate Lender's security interest therein. To the extent that possession
may be required by applicable law for the perfection of Lender's security
interest, the original chattel paper and instruments representing the
Receivables shall be deemed to be held by Lender, although kept by the Borrower
as the custodial agent of Lender.

  3.5 NOTICE OF COLLATERAL ASSIGNMENT. All contracts, documents or instruments
representing or evidencing a Receivable or other Collateral shall contain (by
way of stamp or other method satisfactory to Lender) the following language:
"Pledged to FINOVA Capital Corporation as Collateral".

  3.6 LOCATION OF RECEIVABLES. Borrower shall, at any reasonable time and at
Borrower's own expense, upon Lender's request, physically deliver to Lender all
Receivables (including any instruments, documents or writings in respect of any
Receivable together with all instruments, documents or writings in respect of
any collateral securing each Receivable) assigned to Lender to any reasonable
place or places designated by Lender. All Receivables shall, regardless of their
location, be deemed to be under Lender's dominion and control (with files so
labeled) and deemed to be in Lender's possession. Notwithstanding the foregoing
to the contrary, except upon an Event of Default and at Lender's request for
Borrower to deliver physical possession of the foregoing, a custodian or
custodians shall retain possession, for and on behalf of Lender pursuant certain
Agency and Custodial Agreements, all instruments, documents or writings in
respect to, all instruments, documents or writings in respect of any collateral
securing such Receivables and all evidences of title and all instruments,
documents and writings in respect to any collateral securing such Receivable and
the original mortgage or deed of trust instrument or other security instrument
together with an assignment of such to Lender.

  3.7 RECORDS AND INSPECTIONS. Borrower shall at all times keep complete and
accurate records pertaining to the Collateral, which records shall be current on
a daily basis and located only at the locations (Schedule Section 3.2.). Lender
by or through any of its officers, agents, employees, attorneys or accountants,
shall have the right to enter any such locations, at any reasonable time or
times during regular business hours, for so long as Lender may desire, to
inspect the Collateral and to inspect, audit and make extractions or copies from
the books, records,

                                      -19-
<PAGE>

journals, orders, receipts, correspondence or other data relating to the
Collateral or this Agreement.

  3.8 ADDITIONAL DOCUMENTS. Borrower hereby agrees to execute any additional
documents or financing statements which Lender deems necessary in its reasonable
discretion in order to evidence Lender's security interest in the Collateral.
Borrower shall not allow any financing statement or notice of assignment of
accounts receivable, other than those executed in connection with this
Agreement, to be on file in any public office covering any Collateral, proceeds
thereof or other matters subject to the security interest granted to Lender.

  3.9 COLLECTION. Borrower agrees at its own expense to promptly and diligently
collect each installment of all Receivables in trust for the exclusive account
of Lender, to hold Lender harmless from any and all loss, damage, penalty,
liability, fine or expense arising from such collection by Borrower or its
agents and to faithfully account therefor to Lender. Upon the occurrence of a
Default, Lender expressly retains the unqualified right at any time it so elects
to take over the collection of the Receivables or other Collateral.

  3.10 BLOCKED ACCOUNTS. Upon the occurrence of a Default or an Event of
Default, at Lender's request, any checks, notes, drafts or any other payment
upon and/or proceeds of the Collateral received by Borrower (or any
subsidiaries, divisions, affiliates, proprietorships, shareholders, directors,
officers, employees, agents or those persons acting for or in concert with
Borrower), shall no later than the next Business Day following receipt thereof,
be delivered to Lender, at Lender's address set forth above, for application on
account of the Indebtedness and shall be reflected in the Statement of Account
as provided in Section 2.9 herein, until such time as Lender has established a
depository account at a bank for the deposit of such payments, made arrangements
for such deposits to be transferred to Lender daily and thereafter established a
lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all
Items, as defined below, to be deposited in the special account so established
by Lender or transfer all Items to Lender for application on account of the
Indebtedness and to be reflected in the Statement of Account as provided in
Section 2.9 herein and (ii) maintain copies of all checks or other items of
payment and deposit slips related thereto, together with a collection report in
a form satisfactory to Lender. All cash payments, checks, drafts, or similar
items of payment upon and/or proceeds of the Receivables (collectively "Items")
by or for the account of Borrower shall be the sole and exclusive property of
Lender immediately upon the earlier of the receipt of such Items by Lender or
the receipt of such Items by Borrower; provided, however, that no such item
received by Lender shall constitute payment to Lender and be applied to reduce
the Indebtedness until the later of: (i) three (3) Business Days from collection
of such Item by Lender's depository bank, or (ii) such Item being actually
collected by Lender's depository bank and such collection being credited to
Lender's account. Notwithstanding anything to the contrary herein, all such
items of payment shall be deemed not received if the same is subsequently
dishonored or not duly credited to Lender's depository account for any reason
whatsoever.

  3.11 PROTECTION OF RECEIVABLE RECORDS. Borrower hereby agrees to take the
following protective actions to prevent destruction of Borrower's Collateral and
records pertaining to such Collateral: (i) if Borrower maintains its Collateral
records on a manual system such records shall be kept in a fire proof cabinet or
on no less than a monthly basis, a record of all payments on Receivables and all
other matters relating to the Collateral shall be placed in an off site safety
deposit box (and Lender shall have access to such safety deposit box); or (ii)
if the Collateral records are computerized, Borrower agrees to create a tape or
diskette "back-up" of the computerized information and upon the request of
Lender, provide Lender with a tape or diskette copy of such "back- up"
information.

  3.12 USE OF COLLECTIONS AND MODIFICATION OF RECEIVABLES. Provided that Lender
has not required that Borrower remit all collections or proceeds of Collateral
to Lender, Borrower may use or dispose of the funds received on the Receivables
in the ordinary course of business (including returned or repossessed goods),
collect or compromise accounts or obligations and accept returned goods or make
repossessions, as Borrower shall determine based upon its reasonable discretion.

  3.13 USE OF PROCEEDS. Borrower shall use the proceeds of the Loan in the
ordinary course of business, solely in its operations for ordinary and necessary
costs and expenses, including payments to Lender hereunder.

  3.14 RETURN OF COLLATERAL. Upon the payment in full or renewal of any
Receivable to which the written documents evidencing such Receivable are held by
Lender, Borrower shall submit all requests for the return of such documents
pursuant to the "Request For Return of Collateral" form, a copy of which is
attached hereto as Exhibit "C".

  3.15 LENDER'S PAYMENT OF CLAIMS. Lender may, in its sole discretion, discharge
or obtain the release of any security interest, lien, claim or encumbrance
asserted by

                                      -20-
<PAGE>

any person against the Collateral. All sums paid by Lender in respect thereof
shall be payable, on demand, by Borrower to Lender and shall be a part of the
Indebtedness.

  3.16 CROSS COLLATERALIZATION. Each Borrower agrees that the Collateral of each
Borrower pledged hereunder shall secure all of the obligations of the Borrowers
to Lender hereunder. Upon and after an Event of Default by any Borrower, Lender
may pursue all rights and remedies it may have against all or any part of the
Collateral regardless of the status of legal title to such Collateral. Each
Borrower hereby acknowledges that this Cross Collateralization of their
Collateral is in consideration of Lender's extending the credit hereunder and
mutually beneficial to each Borrower.


4.  CONDITIONS OF CLOSING; SUBSEQUENT ADVANCES

  4.1 INITIAL ADVANCE. The obligation of Lender to make the initial advance
hereunder is subject to the fulfillment, to the satisfaction of Lender and its
counsel, of each of the following conditions prior to the initial advance
hereunder:

  A. Loan Documents. Lender shall have received each of the following Loan
Documents: (i) this Loan and Security Agreement executed by the respective
parties; (ii) Schedule to Loan and Security Agreement executed by the respective
parties; (iii) the Note executed by Borrower; (iv) Validity Guaranty Agreement
executed by the respective Guarantor; (v) if applicable, Agency and Custodial
Agreement executed by Borrower, Lender and a custodian acceptable to both
Borrower and Lender; (vi) if applicable, such Blocked Account or Dominion
Account agreements as it shall determine; and (vii) such other documents,
instruments and agreements in connection herewith as Lender shall require,
executed, certified and/or acknowledged by such parties as Lender shall
designate;

  B. Terminations by Existing Lender. Borrower's existing lender(s) shall have
executed and delivered UCC termination statements and other documentation
evidencing the termination of its liens and security interests in the Collateral
in form and substance satisfactory to Lender in its sole discretion;

  C. Charter Documents. Lender shall have received copies of Borrower's By-laws
and Articles or Certificate of Incorporation, as amended, modified, or
supplemented to the Closing Date, certified by the Secretary of Borrower;

  D. Good Standing. Lender shall have received a certificate of corporate status
with respect to Borrower and each corporate Guarantor, dated within ten (10)
days of the Closing Date, by the Secretary of State of the state of
incorporation of Borrower and such Guarantor, which certificate shall indicate
that Borrower and such Guarantor are in good standing in such state;

  E. Foreign Qualification. Lender shall have received certificates of corporate
status with respect to Borrower and each corporate Guarantor, each dated within
ten (10) days of the Closing Date, issued by the Secretary of State of each
state in which such party's failure to be duly qualified or licensed would have
a material adverse effect on its financial condition or assets, indicating that
such party is in good standing;

  F. Authorizing Resolutions and Incumbency. Lender shall have received a
certificate from the Secretary of Borrower and each corporate Guarantor
attesting to (i) the adoption of resolutions of each respective Board of
Directors authorizing the borrowing of money from Lender or the guaranty of the
Indebtedness, as the case may be, and execution and delivery of this Agreement
and the other Loan Documents to which Borrower and Guarantor are a party, and
authorizing specific officers of Borrower and Guarantor to execute same, and
(ii) the authenticity of original specimen signatures of such officers;

  G. Initial Availability Report. Lender shall have received an initial
Availability Report from Borrower executed by an authorized corporate office of
Borrower;

  H. Property Insurance. If applicable, Lender shall have received the insurance
certificates and certified copies of policies required herein, along with a
Lender's Loss Payable Endorsement naming Lender as sole loss payee, all in form
and substance satisfactory to Lender and its counsel;

  I. Searches; Certificates of Title. Lender shall have received searches
reflecting the filing of its financing statements and other filings in such
jurisdictions as it shall determine, and shall have received certificates of
title with respect to the Collateral which shall have been duly executed in a
manner sufficient to perfect all of the security interests granted to Lender;

  J. Landlord and Mortgagee Waivers. If applicable, Lender shall have received
landlord and mortgagee waivers from the lessors and mortgagees of all locations
where any Collateral is located;

  K. Fees. Borrower shall have paid all fees payable by it on the Closing Date
pursuant to this Agreement;

                                      -21-
<PAGE>

  L. Opinion of Counsel. Lender shall have received an opinion of Borrower's
counsel covering such matters as Lender shall determine in its sole discretion.

  M. Solvency Certificate. If requested by Lender, a signed certificate of the
Borrower's duly elected Chief Financial Officer concerning the solvency and
financial condition of Borrower, on Lender's standard form;

  N. Blocked and Pledged Accounts. If applicable, the Blocked Account and/or
Pledged Account referred to in Sections 3.10 hereof shall have been established
to the satisfaction of Lender in its sole discretion; and

  O. Other Matters. All other documents and legal matters in connection with the
transactions contemplated by this Agreement shall have been delivered, executed
and recorded and shall be in form and substance satisfactory to Lender and its
counsel.

  4.2 SUBSEQUENT ADVANCES. The obligation of Lender to make any advance
hereunder (including the initial advance) shall be subject to the further
conditions precedent that, on and as of the date of such advance: (a) the
representations and warranties of Borrower set forth in this Agreement shall be
accurate, before and after giving effect to such advance or issuance and to the
application of any proceeds thereof; (b) no Default or Event of Default has
occurred and is continuing, or would result from such advance or issuance or
from the application of any proceeds thereof; (c) no material adverse change has
occurred in the Borrower's business, operations, financial condition, or assets
or in the prospect of repayment of the Indebtedness; (d) Lender shall have
received such other approvals, opinions or documents as Lender shall reasonably
request; and (e) Borrower shall submit to Lender a completed Request for Advance
Report in the form and substance of Exhibit "A" attached hereto, on the date
such advance is requested or shall have complied with the provisions concerning
oral advances hereunder as set forth in Section 4.3 hereof.

  4.3 ORAL REQUEST FOR ADVANCE. All oral requests for advances shall be made
only by an authorized agent of Borrower designated by or acting under the
authority of a resolution of the Board of Directors of Borrower, a duly
certified or executed copy of which shall be furnished to Lender prior to any
oral request. Lender shall be entitled to rely upon such authorization until
written notice to the contrary is received by Lender. Borrower covenants and
agrees to furnish to Lender written confirmation of any such oral request within
two (2) days after such oral request, in a form set forth on Exhibit "A"
attached hereto and incorporated herein, but any such loan or advance shall be
deemed to be made under and entitled to the benefits of this Agreement and any
other documents or instruments executed in connection herewith irrespective of
any failure by Borrower to furnish such written confirmation. Any loan or
advance shall be conclusively presumed to have been made under the terms of this
Agreement, to or for the benefit of Borrower, when made pursuant to the terms of
any written agreement executed in connection herewith; or in accordance with
such requests and directions; or when an advance is deposited to the credit of
the account of any person or persons, corporation or corporations comprising
Borrower, regardless of the fact that persons other than those authorized
hereunder may have authority to draw against such account or regardless of the
fact that the advance was not made or deposited for the benefit of all persons
or corporations comprising Borrower.

  4.4 ALL ADVANCES TO CONSTITUTE ONE LOAN. All evidences of credit, loans and
advances made by Lender to Borrower under this Agreement and any other documents
or instruments executed in connection herewith shall constitute one loan, and
all indebtedness and obligations of Borrower to Lender under this Agreement and
all other such documents and instruments shall constitute one general obligation
secured by Lender's security interest in all of the Collateral and by all other
security interests, liens, claims and encumbrances heretofore, now, or at any
time or times hereafter granted by Borrower to Lender. Borrower agrees that all
of the rights of Lender set forth in this Agreement shall apply to any
modification of or supplement to this Agreement and any other such documents and
instruments.

  4.5 ADVANCES. Lender shall have the right in Lender's discretion, subject to
availability hereunder on behalf of and without notice to Borrower, to make and
use advances to pay Lender for any amounts due to Lender pursuant to this
Agreement or otherwise, to cure any default hereunder, notwithstanding the
expiration of any applicable cure period.

5.  REPRESENTATIONS AND WARRANTIES OF BORROWERS AND GUARANTOR.

  5.1 REPRESENTATIONS AND WARRANTIES. Borrower and Guarantor hereby continuously
represent and warrant to Lender as follows:

  A. Borrower is a corporation duly incorporated, validly existing and in good
standing under the laws of the state of

                                      -22-
<PAGE>

its incorporation, is duly qualified to do business and is in good standing as a
foreign corporation in all states where such qualification is required, has all
necessary corporate power and authority to enter into this Agreement and each of
the documents and instruments relating hereto and to perform all of its
obligations hereunder and thereunder.

  B. Borrower operates its business only under the assumed names (Schedule
Section 5.1.) and has not used any other assumed name for the operation of its
business activities for the previous seven (7) years.

  C. Borrower has all requisite corporate right and power and is duly authorized
and empowered to enter into, execute, deliver and perform this Agreement and all
documents and instruments relating hereto and this Agreement and all documents
and instruments relating hereto are the legal, valid and binding obligations of
Borrower and are enforceable against Borrower in accordance with their terms.

  D. Each Guarantor is competent to enter into this Agreement and the Guaranty
and to perform all of Guarantor's obligations thereunder.

  E. The execution, delivery and performance by Borrower of this Agreement does
not and shall not (i) violate any provision of any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award presently in effect
having applicability to Borrower; (ii) violate any provision of its Articles of
Incorporation or Bylaws; or (iii) result in a breach of or constitute a default
under any indenture or loan or credit agreement or any other agreement, lease or
instrument to which Borrower is a party or by which it or any of its assets or
properties may be bound or affected; and Borrower is not in default of any such
law, rule, regulation, order, writ, judgment, injunction, decree, determination
or award or any such indenture, agreement, lease or instrument.

  F. No consent, approval, license, exemption of or filing or registration with,
giving of notice to, or other authorization of or by, any court, administrative
agency or other governmental authority is or shall be required in connection
with the execution, delivery or performance by Borrower for the valid
consummation of the transactions contemplated by this Agreement.

  G. No event has occurred and is continuing which constitutes a Default or an
Event of Default, as defined in this Agreement. There is no action, suit,
proceeding or investigation pending or threatened against or affecting Borrower
before or by any court, administrative agency or other governmental authority
that brings into question the validity of the transactions contemplated hereby,
or that might result in any material adverse change in the businesses, assets,
properties or financial conditions of Borrower or Guarantor.

  H. Borrower and/or Guarantor are not in default in the payment of any taxes
levied or assessed against either of them or any of their assets or properties,
except for taxes being contested in good faith and by appropriate proceedings.

  I. Borrower and Guarantor have good and marketable title to their assets and
properties as reflected in their financial statements furnished to Lender.

  J. Each of the financial statements furnished to Lender by the Borrower and
Guarantor was prepared in accordance with GAAP and fairly and accurately
reflects their financial condition as of the date thereof; and each hereby
certifies that there have been no material adverse changes in their condition,
financial or otherwise, since the date of such statements, and there are no
contingent liabilities not provided for or disclosed in such statements.

  K. Neither this Agreement, any Availability Report or any statement or
document referred to herein or delivered to Lender by Borrower and/or Guarantor
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements made herein or therein not misleading.

  L. Borrower has good, indefeasible and merchantable title to and ownership of
the Collateral, free and clear of all liens, claims, security interests and
encumbrances, except those of Lender and except where such liens, claims,
charges, security interests and encumbrances are removed contemporaneously with
the execution of this Agreement or are subordinate to those of Lender, in a form
and substance acceptable to Lender.

  M. All books, records and documents relating to the Collateral are and shall
be genuine and in all respects what they purport to be; the original amount and
the unpaid balance of each Receivable shown on the books and records of Borrower
and in the schedules represented as owing by each Account Debtor is and shall be
the correct amount actually owing or to be owing by such Account Debtor at
maturity; each Account Debtor liable upon the Receivables has and shall have
capacity to contract; Borrower has no knowledge of any fact which would impair
the validity or collectibility of any of the Receivables; and the payments shown
to have been made by each Account Debtor on the books and records of Borrower
shall reflect the amounts of and dates on which said payments were actually
made.

                                      -23-
<PAGE>


  N. Borrower has places of business only at the locations (Schedule Section
3.2.). Borrower shall not begin or do business (either directly or through
subsidiaries) at other locations or cease to do business at any of the above
locations or at Borrower's principal place of business without first notifying
Lender.

  O. The present value of all benefits vested under all Plans of Borrower or any
Commonly Controlled Entity (based on the assumptions used to fund the Plans) did
not, as of the last annual valuation date (which in case of any Plan was not
earlier than December 31, 1982) exceed the value of the assets of the Plans
applicable to such vested benefits.

  P. The liability to which Borrower or any Commonly Controlled Entity would
become subject under Sections 4063 or 4064 of ERISA if Borrower or any Commonly
Controlled Entity were to withdraw from all Multi-employer Plans or if such
Multi-employer Plans were to be terminated as of the valuation date most
closely preceding the date hereof, is not in excess of One Thousand Dollars
($1,000.00);

  Q. Borrower is not engaged nor shall it engage, principally or as one of its
important activities, in a business of extending credit for the purpose of
"purchasing" or "carrying" any "margin stock" within the respective meanings of
each of the quoted terms under Regulations G or X of the Board of Governors of
the Federal Reserve System as now and from time to time hereafter in effect. No
part of the proceeds of any advances hereunder shall be used for "purchasing" or
"carrying" "margin stock" as so defined or for any purpose which violates, or
which would be inconsistent with, the provisions of the Regulations of such
Board of Governors. If requested by Lender, Borrower shall furnish to Lender a
statement in conformity with the requirement of Federal Reserve Form G-3
referred to in said Regulation G to the foregoing effect. All of the outstanding
securities of Borrower have been offered, issued, sold and delivered in
compliance with, or are exempt from, all federal and state laws and rules and
regulations of federal and state regulatory bodies governing the offering,
issuance, sale and delivery of securities.

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

  S. Each of the Exhibits and Schedules to this Agreement contain true, complete
and correct information.

  T. To the best of Borrower's knowledge, the land and improvements owned or
leased by Borrower for use in its business operations are free of dangerous
levels of contaminates, oils, asbestos, radon, PCB's, hazardous substances or
waste as defined by federal, state or local environmental laws, regulations or
administrative orders or other materials, the removal of which is required or
the maintenance of which is prohibited, regulated or penalized by any federal,
state or local governmental authority.

  U. Borrower is solvent, generally able to pay its obligations as they become
due, has sufficient capital to carry on its business and transactions and all
businesses and transactions in which it intends to engage, and the current value
of Borrower's assets, at fair saleable valuation, exceeds the sum of its
liabilities. Borrower shall not be rendered insolvent by the execution and
delivery of the Loan Documents and the consummation of the transactions
contemplated thereby and the capital remaining in Borrower is not now and shall
not foreseeably become unreasonably small to permit Borrower to carry on its
business and transactions and all businesses and transactions in which it is
about to engage. Borrower does not intend to, nor does it reasonably believe it
shall, incur debts beyond its ability to repay the same as they mature.

  V. Lender has a perfected security interest in favor of Lender in all of
Borrower's right, title and interest in the Collateral, prior and superior to
any other security interest or lien, except any statutory or constitutional lien
for taxes not yet due and payable.

  W. There are no material actions, suits or proceedings pending, or threatened
against or affecting the assets of Borrower or the consummation of the
transactions contemplated hereby, at law, or in equity, or before or by any
governmental authority or instrumentality or before any arbitrator of any kind.
Neither Borrower nor Guarantor is subject to any judgment, order, writ,
injunction or decree of any court or governmental agency. There is not a
reasonable likelihood of an adverse determination of any pending proceeding
which would, individually or in the aggregate, have a material adverse effect on
the business operations or financial condition of Borrower or Guarantor.

  5.2 WARRANTIES AND REPRESENTATIONS AS TO ELIGIBLE RECEIVABLES. With respect to
Eligible Receivables, Borrower and Guarantor continuously warrant and represent
to Lender that during the term of this Agreement and so long as any of the
Indebtedness remains unpaid: (i) in determining which Receivables are "Eligible
Receivables," Lender may rely upon all statements or representations made by
Borrower; and (ii) those Receivables designated as Eligible Receivables meet
each

                                      -24-
<PAGE>

requirement set forth below at the time any request for advance is provided to
Lender.

  A. The Eligible Receivables are genuine; are in all respects what they purport
to be; and are evidenced by at least one executed original instrument,
agreement, contract or document which has been or shall be delivered to Lender;

  B. The Eligible Receivables represent undisputed, bona fide transactions
completed in accordance with the terms and provisions contained in any documents
related thereto;

  C. The amounts of the face value shown on any schedule of Receivables provided
to Lender, and/or all invoices or statements delivered to Lender with respect to
any Eligible Receivables, are actually and absolutely owing to Borrower and are
not contingent for any reason;

  D. No set-offs, counterclaims or disputes as to payments or liability thereon
exist or have been asserted with respect thereto and Borrower has not made any
agreement with any Account Debtor thereunder for any deduction therefrom, except
a discount or allowance allowed by Borrower in the ordinary course of its
business for prompt payment, all of which discounts or allowances are reflected
in the calculation of the outstanding amount of the Receivable;

  E. No facts, events or occurrences exist that, in any way, impair the validity
or enforcement thereof or tend to reduce the amount payable thereunder from the
amount of the Receivable shown on any schedule, or on all contracts, invoices or
statements delivered to Lender with respect thereto;

  F. All Account Debtors in connection with Eligible Receivables: (i) had the
capacity to contract at the time any contract or other document giving rise to
the Receivable was executed; and (ii) generally have the ability to pay their
debts as become due;

  G. Within Borrower's knowledge, no proceedings or actions are threatened or
pending against any Account Debtor that might result in any material adverse
change in the Account Debtor's financial condition;

  H. The Eligible Receivables have not been assigned or pledged to any other
person or entity;

  I. The goods giving rise to the Eligible Receivables are not, and were not at
the time of the sale, rental and/or lease thereof, subject to any lien, claim,
encumbrance or security interest except those of Lender, those removed or
terminated prior to the date hereof or those subordinated to Lender's security
interest, by a subordination and standstill agreement acceptable to Lender;

  J. The End of Month Delinquency set forth in Section 12 of the Availability
Report shall be delivered to Lender by Borrower hereunder as determined pursuant
to the Aging Procedures and Eligibility Test (Schedule Section 1.16.C.).


6.  COVENANTS AND OTHER AGREEMENTS

  6.1 AFFIRMATIVE COVENANTS. During the term of this Agreement and so long as
any of the Indebtedness remains unpaid, Borrower and Guarantor agree and
covenant, jointly and severally, that they shall:

  A. Pay or cause to be paid currently all of their expenses, including all
payments on their obligations whenever due, as well as all payments of any and
all taxes of whatever nature when due. This provision shall not apply to taxes
or expenses which are due, but which are challenged in good faith.

  B. Maintain, preserve, and protect the Collateral, including, but not limited
to, keeping documents, instruments or other written records otherwise evidencing
the Collateral in a fire proof cabinet.

  C. Furnish to Lender written notice as to the occurrence of any Default or
Event of Default hereunder.

  D. Furnish to Lender notice of: (i) any development related to the business,
financial condition, properties or assets of Borrower or Guarantor, that would
have or has a materially adverse affect on such business, financial condition,
properties or assets, or ability to perform their obligations under this
Agreement and (ii) any material and adverse litigation or investigation to which
either of them may be a party.

  E. Carry on and conduct their business in the same manner and in the same
fields of enterprise as they are presently engaged, and Borrower shall preserve
its corporate existence, licenses or qualifications as a domestic corporation in
the jurisdiction of its incorporation and as a foreign corporation in every
jurisdiction in which the character of its assets or properties or the nature of
the business transacted by it at any time makes qualification as a foreign
corporation necessary, and to maintain all other material corporate rights and
franchises, provided, however, nothing herein shall be construed to prevent

                                      -25-
<PAGE>

Borrower from closing any retail location in the good faith exercise of its
business judgment.

  F. Comply, and cause each affiliate to comply, with all statutes, governmental
rules and regulations applicable to them.

  G. Permit and authorize Lender, without notifying Borrower or Guarantor, to
make such inquiries through business credit or other credit reporting services
concerning Borrower or Guarantor as Lender shall deem appropriate.

  6.2 NEGATIVE COVENANTS. During the term of this Agreement and until the
Indebtedness secured hereby has been paid in full, Borrower and Guarantor
covenant and agree that they shall not, without Lender's prior written consent,
which consent shall not be unreasonably withheld, do any of the following:

  A. Incur or permit to exist any mortgage, pledge, title retention lien or
other lien, encumbrance or security interest with respect to the Collateral now
owned or hereafter acquired by Borrower, except liens in favor of Lender.

  B. Delegate, transfer or assign any of their obligations or liabilities under
this Agreement, or any part thereof, to any other person or entity.

  C. Be a party to or participate in: (i) any merger or consolidation; (ii) any
purchase or other acquisition of all or substantially all of the assets or
properties or shares of any class of, or any partnership or joint venture
interest in, any other corporation or entity, without Lender's prior written
consent; (iii) any sale, transfer, conveyance or lease of all or substantially
all of Borrower's assets or properties; or (iv) any sale or assignment with or
without recourse of any Receivables. With respect to any acquisition, Lender
shall have the right, but not the obligation to perform its own audit of the
assets or entity to be acquired by Borrower.

  D. Cause or take any of the following actions with respect to Borrower: (i)
redeem, retire, purchase or otherwise acquire, directly or indirectly, any of
Borrower's outstanding securities which are securities owned, direct or
indirect, by a majority shareholder; or (ii) purchase or acquire, directly or
indirectly, any shares of capital stock, evidences of indebtedness or other
securities of any person or entity.

  E. Amend, supplement or otherwise modify Borrower's Articles of Incorporation
or Bylaws which would have a material adverse affect on the condition and
operations, prospects or financial condition of the Borrower.

  F. Incur, assume or suffer to exist any debt (including capitalized leases)
other than (i) the Indebtedness, (ii) accounts payable incurred in the ordinary
course of business, (iii) Subordinated Debt, (iv) other Debt consented to in
writing by Lender.

  G. Directly or indirectly make loans to, invest in, extend credit to, or
guaranty the debt of any person or entity, other than in the ordinary course of
Borrower's business.

  H. Amend, modify, or otherwise change in any respect any material agreement,
instrument, or arrangement (written or oral) by which Borrower, or any of its
assets, are bound.

  I. Allow Borrower to be owned and controlled directly or indirectly by any
person or entity other than the shareholders and senior management that own and
control Borrower as of the date hereof.

  J. Permit, allow or take any action to pledge or otherwise hypothecate any
stock or other securities that evidence Guarantor's ownership of borrower to
secure any obligation or debt of Guarantor.

  K. Permit Guarantor to hold directly less than fifty-one (51%) of the
outstanding stock and securities of TTG.

  6.3 JOINT NEGATIVE COVENANTS. During the term of this Agreement until the
Indebtedness secured hereby has been paid in full, all Borrowers, as defined in
(Schedule Section 1.A.) jointly covenant and agree that they shall not, allow or
permit any of the following, which covenants shall be applied in the aggregate
by combining each element of such financial covenants for each Borrower:

  A. Permit the aggregate Leverage Ratio to be more than the Leverage Ratio
Limit (Schedule Section 6.3.A.).

  B. Permit the aggregate Net Income to be less than the Minimum Net Income
Requirement (Schedule Section 6.3.B.).

  C. Make or allow Distributions, in the aggregate, to exceed, without Lender's
prior written consent, which consent shall not be unreasonably withheld, the
Distributions Limitation (Schedule Section 6.3.C.); provided, however, that no
Distribution shall be made if a Default or an Event of Default shall exist.

  D. Permit the Net Worth (Book) to be less than Minimum Net Worth (Book)
(Schedule Section 6.3.D.).

                                      -26-
<PAGE>

  E. Permit the Net Cash Flow to be less than the Minimum Net Cash Flow
(Schedule Section 6.3.E.).

  6.4 REPORTING REQUIREMENTS AND ACCOUNTING PRACTICES. Borrower shall maintain
(i) a modern system of accounting in accordance with GAAP or other systems of
accounting acceptable to Lender and (ii) standard operating procedures
applicable to all of its locations with respect to the handling and disposition
of cash receipts and other proceeds of Collateral on a daily basis, including
the depositing thereof, aging of account receivables, record keeping and such
other matters as Lender may reasonably request. For the purpose of determining
compliance with the covenants and representations in the Loan Documents, Lender
shall have the right to recast any financial statement or report presented to
Lender by or on behalf of Borrower to comply with GAAP.

  6.5 ACCOUNT DEBTORS' ADDRESSES. Borrower agrees to furnish to Lender from time
to time, promptly upon request, a list of all Account Debtors' names and their
most current addresses. Borrower agrees that Lender may from time to time,
consistent with standard or generally accepted auditing practices, verify the
validity, amount and any other matters relating to the Receivables by means of
mail, telephone or otherwise, in the name of Borrower and upon the occurrence of
an Event of Default in the name of Lender or such other name as Lender may
choose.

  6.6 FINANCIAL REPORTS. Borrower shall furnish to Lender the following
financial statements and reports, in a form satisfactory to Lender:

  A. As soon as practicable and in any event mailed within twenty (20) days
after the end of each fiscal month: (i) "Availability Report," in the form and
substance of Exhibit "D" attached hereto; (ii) Statement of Accounts Receivable
showing the detailed aging of each Receivable according to the procedures
(Schedule Section 1.12.D.); (iii) a monthly Profit and Loss Statement and
Balance Sheet, certified by Borrower's chief financial officer or equivalent
duly elected officer of Borrower; and (iv) Schedule of Receivables and
Assignment in the form and substance of Exhibit "E" attached hereto.

  B. Within ninety (90) days after the end of each of Borrower's fiscal years,
annual financial statements, or consolidated statements, as the case may be, of
Borrower prepared in accordance with GAAP, consistently applied and certified by
its chief financial officer or equivalent duly elected officer. The financial
statements shall be prepared by and under the method acceptable to Lender and
shall consist of a balance sheet as of the end of such fiscal year and
comparative statements of earnings, cash flows, and change in stockholders'
equity for such fiscal year (Schedule Section 6.6.).

  C. With reasonable promptness, such other financial data as Lender may
reasonably request, including but not limited to tax returns, business plans and
reports.

  Together with each delivery of financial statements required by subsections A,
B and C above, Borrower shall deliver to Lender and shall cause each of its
subsidiaries to deliver to Lender, if requested by Lender, a certificate in form
satisfactory to Lender, certifying that no Default or Event of Default exists
under this Agreement as of the date of such certificate, or if a Default or an
Event of Default exists, specifying the nature and period of existence thereof
and what action Borrower proposes to take with respect thereto.

  6.7 FINANCIAL STATEMENTS OF GUARANTORS. Each of the Guarantors (Schedule
Section 1.19.) shall furnish to Lender annual personal financial statements in
form reasonably satisfactory to Lender and certified by such Guarantor and a
copy of each Guarantor's personal Federal Income Tax Return (including all
schedules thereto and amendments thereof) filed during the term hereof, within
thirty (30) days of the filing of the same.

  6.8 NOTICE OF CHANGES. Borrower shall promptly notify Lender in writing of any
change of its officers, directors or key employees; change of location of its
principal offices, change of location of any of its principal assets; any
acquisition, disposition or reorganization of any corporate subsidiary,
affiliate or parent of Borrower; change of Borrower's name; death or withdrawal
of any partner (if Borrower is a partnership); any sale or purchase out of the
regular course of Borrower's business; litigation of which Borrower or a
Guarantor is a party; and any other material change in the business or financial
affairs of Borrower.

  6.9 DELIVERY OF RECEIVABLE DOCUMENTS; REPORTING. Borrower hereby agrees to
deliver all Receivable documentation evidencing such Receivables (the original
contract or agreement that evidences Account Debtor's primary payment obligation
to Borrower ("Payment Agreement") and, if requested by Lender for such to be
delivered to Lender, a certificate of title or application therefore in the name
of Account Debtor, with the Borrower as the only secured party, of the
collateral that secures such payment obligation to Lender ["Certificate of
Title"]), no less often than on the twentieth (20th) day of each calendar month
during the term of this Agreement. If such request for delivery has been made by
Lender and the evidence of title of the collateral securing a pledged Receivable
is not delivered to Lender with the

                                      -27-
<PAGE>

original Receivable documentation, Borrower shall deliver evidence that such
original title has been applied for in the name of the respective Account Debtor
with Borrower as the only secured party ("White Slip"), in a form and substance
satisfactory to Lender, and such evidence of title shall be delivered to Lender
not later than fifteen (15) days after such evidence of title is received by
Borrower. Any Receivable for which Borrower has not delivered the original
Payment Obligation and, if delivery has been requested by Lender, the
Certificate of Title or White Slip, such Receivables shall not be an Eligible
Receivable hereunder. If the delivery of the certificates of title has been
requested by Lender, Borrower will deliver monthly, with the delivery of the
documentation evidencing the Receivables above, a "Vehicle Title Exception
Report", in the form and substance of the Exhibit "F" attached hereto, listing
all Certificates of Titles which have not been received by Lender or are due
from the appropriate state motor vehicle department.

7.  EVENTS OF DEFAULT AND REMEDIES

  7.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following
events shall constitute an "Event of Default":

  A. If any payment of principal or interest or any other amount due Lender is
not paid within five (5) days after the same shall be due and payable.

  B. If Borrower or Guarantor fails or neglects to perform, keep or observe any
of the terms, provisions, conditions or covenants, contained in this Agreement,
any of the other Loan Documents or any other agreement or document executed in
connection with the transactions contemplated by this Agreement or if any
representation, warranty or certification made by Borrower herein or in any
certificate or other writing delivered pursuant hereto shall prove to be untrue
in any material respect as of the date upon which the same was made or at any
time thereafter, and the same is not cured to Lender's satisfaction within ten
(10) days after Lender has given written notice to Borrower identifying such
default.

  C. If the validity or enforceability of any lien, charge, security interest,
mortgage, pledge or other encumbrance granted to Lender to secure the
Indebtedness shall be impaired in any respect or to any degree, for any reason,
or if any other lien, charge, security interest, mortgage, pledge or other
encumbrance shall be created or imposed upon the Collateral unless such lien,
charge, security interest, mortgage, pledge or other encumbrance is subordinate
to that of Lender, pursuant to a subordination and standstill agreement in a
form and substance acceptable to Lender.

  D. If any judgment against Borrower not covered by insurance in an amount in
excess of Twenty-Five Thousand Dollars ($25,000.00), or any attachment or other
levy against the properties or assets of Borrower with respect to a claim for
any amount in excess of Twenty-Five Thousand Dollars ($25,000.00), remains
unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period
of thirty (30) days.

  E. Default in the payment of any sum due under any instrument of indebtedness
for borrowed money owed by Borrower or any Guarantor to any person, or any other
default under such instrument of indebtedness for borrowed money that permits
such indebtedness for borrowed money to become due prior to its stated maturity
or permits the holders of such indebtedness for borrowed money to elect a
majority of the board of directors or manage the business of Borrower or any
Guarantor.

  F. If a court or governmental authority of competent jurisdiction shall enter
an order, judgment or decree appointing, with or without Borrower's or
Guarantor's consent or acquiescence, a receiver, custodian, liquidator, trustee
or other officer with similar powers of Borrower or Guarantor or of the whole or
any substantial part of its properties or assets, or approving a petition filed
against Borrower or Guarantor seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the federal
bankruptcy laws or any other applicable law, and such order, judgment or decree
shall remain unvacated, unstayed or not set aside for an aggregate of thirty
(30) days (whether or not consecutive) from the date of the entry thereof or if
any petition seeking such relief shall be filed against Borrower or Guarantor
and such petition shall not be dismissed within thirty (30) days.

  G. An event shall occur which shall have a material adverse affect on the
condition and operations, prospects or financial condition of the Borrower or
Guarantor.

  H. If either Borrower or Guarantor shall: (i) be generally not paying their
respective debts as they become due; (ii) file a petition in bankruptcy or a
petition to take advantage of any insolvency act or other act for the relief or
aid of debtors; (iii) make an assignment for the benefit of their creditors;
(iv) consent to or acquiesce in the appointment of a receiver, custodian,
liquidator, trustee or other officer with similar powers of either of their
properties or assets; (v) file a petition or answer seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the federal bankruptcy

                                      -28-
<PAGE>

laws or any other applicable law; (vi) be adjudicated insolvent or be
liquidated; (vii) admit in writing either of their inability to pay debts as
they become due; (viii) voluntarily suspend transaction of usual business; or
(ix) take any action, corporate or otherwise, for the purpose of any of the
foregoing.

  I. Any of the following shall occur: (i) entry of a court order that enjoins,
restrains or in any way prevents Borrower from conducting all or any material
part of its business affairs in the ordinary course of business or (ii)
withdrawal or suspension of any license or authority required for the conduct of
any material part of Borrower's business.

  J. If any Guarantor gives notice of termination or terminates his liability
pursuant to the Guaranty Agreement executed in conjunction with this Agreement.

  K. The breach of terms or conditions of any Agency and Custodian Agreement
executed in conjunction with this Agreement.

  7.2 ACCELERATION OF THE INDEBTEDNESS. Upon and after an Event of Default, the
outstanding principal balance together with all accrued but unpaid interest on
the Indebtedness and all other sums due and payable by Borrower to Lender may,
at the option of Lender and without demand, presentment, notice of dishonor,
notice of intent to demand or accelerate payment, diligence in collecting,
grace, notice and protest or a legal process of any kind, all of which are
hereby expressly waived, be declared, and immediately shall become due and
payable.

  7.3 LOUISIANA CONFESSION OF JUDGMENT. In the event that Borrower is domiciled
in, or Collateral is located in, Louisiana, and to the extent of such domicile
or location where Louisiana law is applicable to this Agreement:

  A. Borrower hereby confesses judgment, up to the full amount of principal,
interest and attorney's fees and for any sums that Lender may advance during the
life of this Agreement for the payment of premiums of insurance, taxes and
assessments or for the protection and preservation of this Agreement as
authorized elsewhere in this Agreement, and does by these presents, consent,
agree and stipulate that, in the event of any payment of principal or interest
due hereunder not being promptly and fully paid when the same becomes due and
payable, or in the event of failure to comply with any of the obligations set
forth herein, the Indebtedness shall, at the option of Lender become due and
payable, and it shall be lawful for Lender, without making a demand and without
notice or putting in default, the same being hereby expressly waived, to cause
all and singular the Collateral herein secured to be seized and sold by
executory process issued by any competent court or to proceed with enforcement
of its security interest in any other manner provided by law; and

  B. Borrower hereby expressly waives: (a) the benefit of appraisement, as
provided in Articles 2332, 2336, 2723, and 2724, Louisiana Code of Civil
Procedure, and all other laws conferring the same; (b) the demand and three (3)
days delay according by Articles 2639 and 2721, Louisiana Code of Civil
Procedure, and all other laws conferring the same; (c) the notice of seizure
required by Articles 2293 and 2721, Louisiana Code of Civil Procedure, and all
other laws conferring the same; (d) the three (3) days delay provided by
Articles 2331 and 2722, Louisiana Code of Civil Procedure, and all other laws
conferring the same; and (e) the benefit of the other provisions of Articles
2331, 2722 and 2723, Louisiana Code of Civil Procedure, and all other Articles
not specifically mentioned above; and Borrower expressly agrees to the immediate
seizure of the Collateral in the event of suit thereon.

  7.4 REMEDIES. Upon and after an Event of Default, Lender shall have the
following rights and remedies, which individual remedies shall be non-exclusive,
cumulative and in addition to each and every other remedy set forth in the Loan
Documents or in this Agreement:

  A. All of the rights and remedies of a secured party under the Uniform
Commercial Code as enacted in the State of Arizona, as amended, or other
applicable law.

  B. The right, to the fullest extent permissible by law, to: (i) enter upon the
premises of Borrower, or any other place or places where the Collateral is
located and kept, without any obligation to pay rent to Borrower, through
self-help and without judicial process, without first obtaining a final judgment
or giving Borrower notice and opportunity for a hearing on the validity of
Lender's claim, and remove the Collateral therefrom to the premises of Lender or
any agent of Lender, for such time as Lender may desire, in order to effectively
collect and liquidate the Collateral; and/or (ii) require Borrower to assemble
the Collateral and make it available to Lender at a place to be designated by
Lender, in Lender's reasonable discretion.

  C. The right to sell or otherwise dispose of any or all Collateral in its then
condition at public or private sale or sales, in lots or in bulk, for cash or on
credit, all as Lender, in its discretion, may deem advisable; provided that such
sales may be adjourned from time to time with or without notice. The requirement
of reasonable notice to Borrower of the time and place of any public sale of the
Collateral or of the time after which any private sale either by Lender or

                                      -29-
<PAGE>

at its option, a broker, or any other intended disposition thereof is to be
made, shall be met if such notice is mailed, postage prepaid, to Borrower at the
address of Borrower designated herein at least ten (10) Business Days before the
date of any public sale or at least ten (10) Business Days before the time after
which any private sale or other disposition is to be made unless applicable law
requires otherwise.

  Lender shall have the right to conduct such sales on Borrower's premises or
elsewhere and shall have the right to use Borrower's premises without charge for
such sales for such time or times as Lender may see fit. Lender is hereby
granted a license or other right to use, without charge, Borrower's labels,
copyrights, rights of use of any name, trade secrets, trade names, trademarks
and advertising matter, or any property of a similar nature, as it pertains to
the Collateral, in advertising for sale and selling any Collateral and
Borrower's rights under all licenses and all franchise agreements shall inure to
Lender's benefit. Lender agrees to hold Borrower harmless from any liability
arising out of Lender's use of Borrower's premises, labels, copyrights, rights
of use of any name, trade secrets, trade names, trademarks and advertising
matter, or any property of a similar nature as it pertains to advertising for
sale, marshaling or selling the Collateral.

  Lender shall have the right to sell, lease or otherwise dispose of the
Collateral, or any part thereof, for cash, credit or any combination thereof,
and Lender may purchase all or part of the Collateral at public or, if permitted
by law, private sale and, in lieu of actual payment of such purchase price, may
set off the amount of such price against the Indebtedness owing by Borrower to
Lender. The proceeds realized from the sale of any Collateral shall be applied
first to reasonable costs and expenses, attorney's fees, expert witness fees
incurred by Lender for collection and for acquisition, completion, protection,
removal, storage, sale and delivery of the Collateral; second to all payments,
other than principal and interest, due under this Agreement; third to interest
due upon any of the Indebtedness; fourth to the principal balance owing on the
Indebtedness; and fifth the remainder, if any, to Borrower, its successors or
assigns, or to whomsoever may be lawfully entitled to receive the same. If any
deficiency shall arise, Borrower shall remain liable to Lender therefor.

  D. In the event that Borrower is domiciled in, or Collateral is located in,
Louisiana, and to the extent of such domicile or location where Louisiana law is
applicable to this Agreement, the right to cause all and singular the
hereinabove described Collateral to be seized and sold under executory process
without appraisement, appraisement being hereby expressly waived, as an entirety
or in parcels, as Lender may determine, to the highest bidder for cash.

  E. The right to appoint or seek appointment of a receiver, custodian or
trustee of Borrower or any of its properties or assets pursuant to court order.

  F. The right to cease all advances hereunder.

  G. All other rights and remedies that Lender may have at law or in equity.

  7.5 NO WAIVER. No delay, failure or omission of Lender to exercise any right
upon the occurrence of any Default or Event of Default shall impair any such
right or shall be construed to be a waiver of any such Default or Event of
Default or an acquiescence therein. Lender may, from time to time, in a writing
waive compliance by the other parties with any of the terms of this Agreement
and its rights and remedies upon any Default or Event of Default, and, Borrower
agrees that no waiver by Lender shall ever be legally effective unless such
waiver shall be acknowledged and agreed in writing by Lender. No waiver of any
Default or Event of Default shall impair any right or remedy of Lender not
specifically waived. No single, partial or full exercise of any right of Lender
shall preclude any other or further exercise thereof. No modification or
amendment of or supplement to this Agreement or any other written agreement
between the parties hereto shall be valid or effective (or serve as a basis of
reliance by way of estoppel) unless the same is in writing and signed by the
party against whom it is sought to be enforced. The acceptance by Lender at any
time and from to time of a partial payment or partial performance of any of
Borrower's obligations set forth herein shall not be deemed a waiver, reduction,
modification or release from any Default or Event of Default then existing. No
waiver by Lender of any Default or Event of Default shall be deemed to be a
waiver of any other existing or any subsequent Default or Event of Default.

  7.6 APPLICATION OF PROCEEDS. After an Event of Default shall have occurred and
is continuing, all amounts received by Lender on account of any Indebtedness and
realized by Lender with respect to the Collateral, including any sums which may
be held by Lender, or the proceeds of any thereof, shall be applied in the same
manner as proceeds of Collateral as set forth in Section 7.4.C. hereof.

  7.7 APPOINTMENT OF LENDER AS ATTORNEY-IN- FACT. Borrower irrevocably
designates, makes, constitutes and appoints Lender (and all persons reasonably
designated by Lender), with full power of

                                      -30-
<PAGE>

substitution, as Borrower's true and lawful attorney-in-fact (and not
agent-in-fact) and Lender, or Lender's agent, may, without notice to Borrower,
and at such time or times thereafter as Lender or said agent, in its discretion,
may determine, in Borrower's or Lender's name, at no duty or obligation on
Lender, do the following:

  A. All acts and things necessary to fulfill Borrower's administrative duties
pursuant to this Agreement, including, but not limited to, the execution of
financing statements;

  B. Upon the occurrence of any Default, all acts and things necessary to
fulfill Borrower's obligations under this Agreement and the Loan Documents,
except as set forth in Section 7.7.C below, at the cost and expense of Borrower.

  C. In addition to, but not in limitation of the foregoing, at any time or
times upon the occurrence of an Event of Default, Lender shall have the right:
(i) to enter upon Borrower's premises and to receive and open all mail directed
to Borrower and remove all payments to Borrower on the Receivables; however,
Lender shall turn over to Borrower all of such mail not relating to Receivables;
(ii) in the name of Borrower, to notify the Post Office authorities to change
the address for the delivery of mail addressed to Borrower to such address as
Lender may designate (notwithstanding the foregoing, for the purposes of notice
and service of process to or upon Borrower as set forth in this Agreement,
Lender's rights to change the address for the delivery of mail shall not give
Lender the right to change the address for notice and service of process to or
upon Borrower in this Agreement); (iii) demand, collect, receive for and give
renewals, extensions, discharges and releases of any Receivable; (iv) institute
and prosecute legal and equitable proceedings to realize upon the Receivables;
(v) settle, compromise, compound or adjust claims in respect of any Receivable
or any legal proceedings brought in respect thereof; (vi) generally, sell in
whole or in part for cash, credit or property to others or to itself at any
public or private sale, assign, make any agreement with respect to or otherwise
deal with any of the Receivables as fully and completely as though Lender were
the absolute owner thereof for all purposes, except to the extent limited by any
applicable laws and subject to any requirements of notice to Borrower or other
persons under applicable laws; (vii) take possession and control in any manner
and in any place of any cash or non-cash items of payment or proceeds of
Receivables; (viii) endorse the name of Borrower upon any notes, acceptances,
checks, drafts, money orders, chattel paper or other evidences of payment of
Receivables that may come into Lender's possession; and (ix) sign Borrower's
name on any instruments or documents relating to any of the Collateral, or on
drafts against Account Debtors; .

  The appointment of Lender as attorney-in-fact for Borrower is coupled with an
interest and is irrevocable.


8.   EXPENSES AND INDEMNITIES

  8.1 REIMBURSEMENT FOR EXPENSES. Upon the occurrence of a Default, except as
otherwise set forth in the Schedule Section 8.1., Borrower agrees to reimburse
Lender, upon demand, for all reasonable out-of-pocket expenses (including costs
of establishing and maintaining accounts or arrangements set forth in Section
3.10, attorney's fees, expert witness fees and legal expenses) incurred in
connection with the evaluation of collateral, preservation of collateral, or
collection of the indebtedness.

  8.2 LENDER'S EXPENSES AND ATTORNEY'S FEES. UPON AND AFTER AN EVENT OF DEFAULT,
LENDER SHALL BE ENTITLED TO RECOVER FROM BORROWER AND GUARANTORS ALL OF LENDER'S
ATTORNEY'S FEES AND REASONABLE COSTS AND EXPENSES INCURRED IN THE EXERCISE OF
LENDER'S RIGHTS SET FORTH IN THIS AGREEMENT, AND ALL DAMAGES SUSTAINED BY LENDER
BY REASON OF MISREPRESENTATION, BREACH OF WARRANTY OR BREACH OF COVENANT OF
BORROWER HEREIN, EXPRESSED OR IMPLIED, WHETHER CAUSED BY THE ACTS OR DEFAULTS OF
BORROWER, ACCOUNT DEBTORS OR OTHERS; INCLUDING WITHOUT LIMITATION, ALL
ATTORNEY'S FEES ARISING FROM SUCH SERVICES, EXPERT WITNESS FEES AND ANY
EXPENSES, COSTS AND CHARGES RELATING THERETO, AND ALL OF THE FOREGOING SHALL
CONSTITUTE PART OF THE INDEBTEDNESS SECURED BY THE COLLATERAL AND SHALL BE
PAYABLE ON DEMAND.

  8.3 GENERAL INDEMNIFICATION. Borrower hereby agrees to indemnify and hold
Lender harmless from and against any and all claims, liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements (collectively "Claim" or "Claims") of any kind or nature
whatsoever, asserted by any party other than Borrower, or with respect to
Borrower only as otherwise provided in this Agreement or pursuant to applicable
law regarding Lender's obligations to Borrower, which may be imposed on,
incurred by or asserted against Lender, or any of its officers, directors,
employees or agents (including accountants, attorneys or other professionals
hired by Lender) in any way relating to or arising out of the Loan Documents or
any action taken

                                      -31-
<PAGE>

or omitted by Lender, or any of its officers, directors, employees or agents
(including accountants, attorneys or other professionals hired by Lender) under
the Loan Documents, except to the extent such indemnified matters are finally
found by a court to be caused by Lender's gross negligence or wilful misconduct.

9.  MISCELLANEOUS

  9.1 NOTICES. All notices, demands, billings, requests and other written
communications hereunder shall be deemed to have been properly given: (i) upon
personal delivery; (ii) on the third Business Day following the day sent, if
sent by registered or certified mail; (iii) on the next Business Day following
the day sent, if sent by overnight express courier; or (iv) on the day sent or
if such day is not a Business Day on the next Business Day after the day sent if
sent by telecopy providing the receiving party has acknowledged receipt by
return telecopy, in each case, to Lender, Borrower or Guarantors at its address
and/or telecopy number as set forth in this Agreement or Schedule Section 9.1,
or at such other address and/or telecopy number as either party may designate
for such purpose in a written notice given to the other party.

  Lender shall have the right, on or after initial funding pursuant to the terms
of this Agreement, to issue a press release or other brochure announcing the
consummation of the Loan Documents and to distribute that information to third
parties in the normal course of Lender's business, at no cost to Borrower.

  9.2 PARTICIPATIONS. Borrower and Guarantors acknowledge and agree that Lender
may from time to time sell or offer to sell interests in the Indebtedness and
the Loan Documents to one or more participants. Borrower and Guarantors
authorize Lender to disseminate any information it has pertaining to the
Indebtedness, including without limitation, complete and current credit
information on Borrower and any of its principals and Guarantors, to any such
participant or prospective participant.

  9.3 SURVIVAL OF AGREEMENTS. All of the various representations, warranties,
covenants and agreements of Borrower (including without limitation, any
agreements to pay costs and expenses and to indemnify Lender) in the Loan
Documents shall survive the execution and delivery of the Loan Documents and the
performance under such Loan Documents, and shall further survive until one (1)
year and one (1) month after all of the Indebtedness is paid in full to Lender
and all of Lender's obligations to Borrower under the Loan Documents are
terminated.

  9.4 NO OBLIGATION BEYOND MATURITY. Borrower agrees and acknowledges that upon
the Maturity Date, Lender shall have no obligation to renew, extend, modify or
rearrange the Loan and shall have the right to require all amounts due and owing
under the Loan to be paid in full upon such date.

  9.5 PRIOR AGREEMENTS SUPERSEDED. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understandings or
written or oral agreements between the parties respecting the subject matter of
this Agreement. No provision of this Agreement or other document or instrument
relating hereto may be modified, waived or terminated except by instrument in
writing executed by the party against whom a modification, waiver or termination
is sought to be enforced.

  9.6 PARTIES BOUND. This Agreement shall be binding on and inure to the benefit
of the parties hereto and their respective heirs, executors, administrators,
legal representatives, successors and assigns, except as otherwise expressly
provided for herein. Borrower and Guarantor shall not assign any of their
respective rights or obligations pursuant this Agreement.

  9.7 NUMBER AND GENDER. Whenever used herein, the singular number shall include
the plural and the plural the singular, and the use of any gender shall be
applicable to all genders. The duties, covenants, obligations and warranties of
Borrower in this Agreement shall be joint and several obligations of Borrower
and of each Borrower if more than one.

  9.8 NO THIRD PARTY BENEFICIARY. This Agreement is for the sole benefit of
Lender and Borrower and is not for the benefit of any third party.

  9.9 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original, and all of
which taken together shall constitute but one and the same instrument.

  9.10 SEVERABILITY OF PROVISIONS. Any provision which is determined to be
unconscionable, against public policy or any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the

                                      -32-
<PAGE>

remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

  9.11 HEADINGS. The Article and Section headings used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.

  9.12 SCHEDULES AND EXHIBITS. Any and all exhibits hereto are hereby expressly
incorporated by reference as though fully set forth at that point verbatim. All
terms and provisions as defined or set forth in Article 1 and in any Schedule
are hereby incorporated into and made a part of this Agreement. Each reference
in this Agreement and the Schedule hereto to any information or definitions
contained in Article 1 or the Schedule shall mean and refer to the information
or definitions as set forth in Article 1 and the Schedule unless the context
specifically requires otherwise. Any terms used in Article 1 and in the Schedule
which are not defined shall have the meanings ascribed to such terms, as of the
date of this Agreement, by the Uniform Commercial Code as enacted in the State
of Arizona to the extent the same are defined therein.

  9.13 FURTHER INSTRUMENTS. Borrower and Guarantors shall from time to time
execute and deliver, and shall cause each of Borrower's subsidiaries to execute
and deliver, all such amendments, supplements and other modifications hereto and
to the other Loan Documents and all such financing statements or continuation
statements, instruments of further assurance and any other instruments, and
shall take such other actions, as Lender reasonably requests and deems necessary
or advisable in furtherance of the agreements contained herein.

  9.14 GOVERNING LAW. THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED BY BORROWER
AND GUARANTOR AND ACCEPTED BY LENDER IN MARICOPA COUNTY, ARIZONA AND SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ARIZONA.

  9.15 JURISDICTION AND VENUE. TO INDUCE THE LENDER TO ENTER INTO THIS
AGREEMENT, BORROWER, GUARANTORS AND LENDER IRREVOCABLY AGREE THAT, SUBJECT TO
THE LENDER'S ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT,
ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR
THE COLLATERAL SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE COUNTY OF
MARICOPA, STATE OF ARIZONA. BORROWER, GUARANTORS AND LENDER HEREBY CONSENT AND
SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN
SAID COUNTY AND STATE AND WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON
BORROWER, AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED
MAIL DIRECTED TO BORROWER AT THE ADDRESS SET FORTH IN SCHEDULE SECTION 9.15 AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF.

  9.16 WAIVER. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT AND TO THE
EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER AND EACH GUARANTOR HEREBY
WAIVES (i) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST,
DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, AND ONE OR MORE
EXTENSIONS OR RENEWALS OF ANY OR ALL ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS,
INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY THE LENDER ON
WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS
WHATEVER THE LENDER MAY DO IN THIS REGARD; (ii) ALL RIGHTS TO NOTICE AND HEARING
PRIOR TO THE LENDER'S TAKING POSSESSION OR CONTROL OF, OR THE LENDER'S REPLEVIN,
ATTACHMENT OR LEVY ON OR OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT
BE REQUIRED BY ANY COURT PRIOR TO ALLOWING THE LENDER TO EXERCISE ANY OF THE
LENDER'S REMEDIES; AND (iii) THE BENEFIT OF ALL VALUATION, APPRAISEMENT OR
EXEMPTION LAWS.

  9.17 WAIVER OF RIGHT TO TRIAL BY JURY. LENDER, BORROWER AND GUARANTORS HEREBY
COVENANT AND AGREE THAT IN ANY SUIT, ACTION OR PROCEEDING IN RESPECT OF ANY
MATTER ARISING OUT OF THIS AGREEMENT, THE DOCUMENTS EXECUTED IN CONNECTION
HEREWITH, ANY WRITTEN AGREEMENT BETWEEN THE PARTIES HERETO, WHETHER NOW EXISTING
OR HEREAFTER ARISING OR IN ANY WAY RELATED TO, CONNECTED WITH OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO OR TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, TRIAL SHALL BE TO A
COURT OF COMPETENT JURISDICTION AND NOT TO A JURY; LENDER, BORROWER AND EACH
GUARANTOR HEREBY EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY. ANY
PARTY MAY FILE

                                      -33-
<PAGE>

AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.

  9.18 BINDING ARBITRATION (LIMITED). Any controversy or claim arising
hereunder, except for Borrower's or Guarantor's failure or refusal to make any
payment due to Lender pursuant to the Loan Documents or a controversy or claim
involving Lender's security interest in the Collateral or possession of the
Collateral, shall be determined in arbitration under the commercial Arbitration
rules of the American Arbitration Association in Maricopa County, Arizona.
Lender, Borrower and Guarantor shall be bound by any arbitration award and agree
that judgment upon the award rendered may be entered in any court having
jurisdiction thereof for the purpose of entering and forcing any such award.

  9.19 ADVICE OF COUNSEL. BORROWER AND EACH GUARANTOR ACKNOWLEDGES THAT THEY
HAVE BEEN REPRESENTED AND ADVISED BY INDEPENDENT LEGAL COUNSEL WITH RESPECT TO
THE NEGOTIATION, EXECUTION AND ACCEPTANCE OF THIS AGREEMENT AND THE TRANSACTION
GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE PROVISIONS
CONTAINED IN SECTIONS 8.3, 9.14, 9.15, 9.16, 9.17, 9.18 and 9.20 HEREOF AND HAS
RELIED UPON THE ADVICE OF ITS INDEPENDENT LEGAL COUNSEL IN AGREEING TO THE TERMS
AND CONDITIONS HEREIN AND IN EXECUTING AND DELIVERING THIS AGREEMENT, AND THAT
THEY HAVE FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT AS THE PRODUCT OF
ARMS' LENGTH NEGOTIATIONS.

  9.20 TIME OF ESSENCE Time is of the essence for the performance the
obligations set forth in this Agreement and the Loan Documents.

  IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first set forth above.

BORROWER:

THE THAXTON GROUP, INC.,
a South Carolina Corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.:   57-0669498
                           --------------



THAXTON OPERATING COMPANY
a South Carolina corporation


By: /s/ James D. Thaxton                           April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 57-1083679
                           ------------


THAXTON INSURANCE GROUP, INC.
a South Carolina corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 57-0926039
                           ------------

TICO CREDIT COMPANY, INC.,
a South Carolina corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 58-2358372
                           ------------


EAGLE PREMIUM FINANCE CO, INC.
a South Carolina Corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 54-0825005
                           ------------


THAXTON COMMERCIAL LENDING, INC.
a South Carolina corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 57-1067973
                           ------------


PARAGON, INC.
a South Carolina Corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 56-2057616
                           ------------


                                      -34-
<PAGE>

TICO PREMIUM FINANCE COMPANY OF SOUTH
CAROLINA, INC.,
a South Carolina Corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 58-2358369
                           ------------


TICO REINSURANCE, LTD.,
a British West Indies Association


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 52-1881511
                           ------------



TICO CREDIT COMPANY OF TENNESSEE, INC.,
a Tennessee Corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.:   62-1720278
                           --------------



TICO CREDIT COMPANY OF NORTH CAROLINA, INC.,
a North Carolina Corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 56-2058522
                           ------------


TICO CREDIT COMPANY OF ALABAMA, INC.,
an Alabama Corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.:   57-1109035
                           --------------


TICO CREDIT COMPANY (DE)


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 74-2873274
                           ------------


TICO CREDIT COMPANY (MS)


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 64-0560143
                           ------------


TICO CREDIT COMPANY (TN)


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 75-2714829
                           ------------


THAXTON INVESTMENT CORPORATION,
a South Carolina corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 57-1076628
                           ------------


THE MODERN FINANCE COMPANY,
an Ohio corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 31-4256360
                           ------------



TICO CREDIT COMPANY OF MISSISSIPPI, INC.
a Mississippi corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 64-0560143
                           ------------



TICO CREDIT COMPANY OF GEORGIA, INC.
a Georgia corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 58-1435012
                           ------------


                                      -35-
<PAGE>

SOUTHERN MANAGEMENT CORPORATION,
a South Carolina corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.:   57-0997623
                           --------------


MODERN FINANCIAL SERVICES, INC.,
an Ohio Corporation



By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 31-0819992
                           ------------



SOUTHERN FINANCE OF SOUTH CAROLINA, INC.,
a South Carolina corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.:   57-0827143
                           --------------


COVINGTON CREDIT OF TEXAS, INC.,
a Texas corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 57-1002963
                           ------------



COVINGTON CREDIT OF GEORGIA, INC.,
a Georgia corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.:   58-1435012
                           --------------



SOUTHERN FINANCE OF TENNESSEE, INC.,
a Tennessee corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.:   62-1618281
                           --------------


FITCH NATIONAL REINSURANCE, LTD.,
a British West Indies Association


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 64-0853960
                           ------------


SOCO REINSURANCE, LTD.,
a British West Indies Association


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.:   57-1004720
                           --------------



QUICK CREDIT CORPORATION,
a South Carolina corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 57-0857420
                           ------------


COVINGTON CREDIT, INC.,
an Oklahoma corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.:   57-1094987
                           --------------



COVINGTON CREDIT OF LOUISIANA, INC.,
a Louisiana corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 57-1096371
                           ------------


                                      -36-
<PAGE>



SOUTHERN FINANCIAL MANAGEMENT, INC.,
a South Carolina corporation


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
     James D. Thaxton, President                     (Date)
Taxpayer Identification No.: 57-1013036
                           ------------


GUARANTOR:


By:  /s/ James D. Thaxton                          April 4, 2001
   -----------------------------------------------------------------------------
         James D. Thaxton                            (Date)
         ###-##-####
         Social Security No.



LENDER:

FINOVA CAPITAL CORPORATION,
a Delaware corporation


By:  /s/ Cash Rohrbough                  April 4, 2001
   -----------------------------------------------------------------------------
       Cash Rohrbough, Vice President       (Date)

Tax Payer Identification No.:   94-1278569
                                ----------





                                      -37-