CERTIFICATE OF FORMATION









Exhibit 10(i)




 




MARKETING AND SERVICING AGREEMENT




 




                This Marketing and Servicing Agreement (this

“Agreement”) is dated as of March 21, 2001 between First Community Bank of

Washington, a bank organized under the laws of the State of Washington and a

FDIC insured institution (the “Bank”), and Advance America Servicing of

Arkansas, Inc., a Delaware corporation (“Advance America”).




 




                WHEREAS, the Bank is a bank organized under

the laws of the State of Washington with its principal location in Lacey,

Washington, and insured by the Federal Deposit Insurance Corporation (the

“FDIC”), and as such, is authorized to extend credit to borrowers, subject to

the federal and Washington financial institution and credit regulations in

effect and as applicable;




 




                WHEREAS, Advance America is a duly authorized

and validly existing Delaware Corporation, authorized to do business in

Arkansas;




 




                WHEREAS, in accordance with its established

lending criteria as may be amended from time to time, the Bank desires to make

short-term small loans (“Loans”) to consumers (“Borrowers”); and




 




                WHEREAS, Advance America desires to market

and service the Loans, while retaining authority and control over, and

responsibility for, its own employees and methods of operation;




 




                NOW, THEREFORE, in consideration of the

foregoing and of the mutual promises contained in this Agreement, and other

valuable consideration, the sufficiency of which is hereby acknowledged, and

intending to be legally bound, the Bank and Advance America (together, the

“Parties”) agree as follows:




 




                1.             Bank’s

Making and Ownership of Loans




 




                                (a)           The

Bank in its sole discretion shall determine all of the conditions, terms and

features of the Loans, including, without limitation, loan amounts, fees and

charges, interest rates, credit limits, credit standards and all other terms

and conditions of the Loans.  The Bank

shall make Loans to all Applicants (as that term is defined in Section 2(a)

below) who meet such credit standards. 

Neither the Bank, nor Advance America, nor their respective employees

shall suggest to Applicants that Loans are made or approved by Advance America

or that Advance America (or any employee of Advance America) can improve an

Applicant’s prospect of obtaining a Loan.




 




                                (b)           Advance

America shall not in any way fund, or purchase any share or “participation

interest” in, any Loan.




 




                                (c)           The

Bank may sell any portion of any Loan to a third party or parties.  Any sale by the Bank of any such Loan shall

comply with applicable federal law.




 





























 




                2.             Advance

America’s Services




 




                                (a)           General

Duties of Advance America; Standards of Performance:  Advance America shall perform all services

required to market and service the Loans, including without limitation the

establishment of retail stores where Loan applicants (“Applicants”) may submit

Loan applications (“Applications”) and receive disclosures required by

applicable law and where Borrowers may execute and deliver Loan documentation

and repay Loans.  In performing its

services hereunder, Advance America shall at all times and in all material

respects comply with applicable law. 

Further, Advance America shall use the documentation and follow the

reasonable and lawful practices, policies and procedures established by the

Bank and communicated in writing to Advance America from time to time (the

“Bank Policies”).




 




                                (b)           Marketing

of Loans:




 




                                                (i)            The

Bank hereby authorizes Advance America to market and service Loans and to use

the name, and any trade name and logo, of the Bank in connection with such

marketing and servicing.  Advance

America may use letters, print advertisements, the Internet and television and

radio commercials for such purposes. 

All advertising and promotions for the Loans shall appropriately

identify the Bank as the lender. 

Advance America shall submit all advertising materials to the Bank for

the Bank’s prior approval, which shall not be unreasonably withheld.




 




                                                (ii)           Advance

America shall maintain and operate stores for the purpose of marketing and

servicing the Loans.




 




                                                (iii)          In

connection with Advance America’s performance of its obligations under this

Agreement, it is expressly agreed that (A) the Bank shall not hold any

ownership or leasehold interest in any Advance America store or any personal

property located therein, except for Repayment Checks, Notes (as those terms

are defined in Section 2(c) below), and cash reflecting Loan repayments as may

be located at such stores from time to time, (B) no Bank employees shall work

in any Advance America store, except as provided in Section 2(f), and (C) the

Bank shall exercise no authority or control over Advance America’s employees or

methods of operation, except as set forth in this Agreement.




 




                                (c)           Servicing

of Loan Applications:




 




                                                (i)            Advance

America employees shall take Applications from Applicants, using an Application

form approved by the Bank.  Advance

America shall not discourage any prospective Applicant from submitting an

Application, and shall provide reasonable assistance to each prospective

Applicant in completing an Application. 

Without limiting the generality of the foregoing, Advance America shall

not discriminate against any Applicant in the credit application process on any

“prohibited basis,” as such term is defined in 




 




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the federal Equal Credit

Opportunity Act (“ECOA”) and Regulation B. 

Advance America shall forward all completed Applications to the Bank (or

its designated loan processing agent) electronically, by telephone, or by other

appropriate means agreeable to both Parties.




 




                                                (ii)           Based

upon the information provided by Applicants to the Bank through Advance America

and such other credit-related information as obtained by Advance America at the

direction of the Bank, and pursuant to the credit granting standards adopted by

the Bank, the Bank shall be solely responsible for determining whether to

extend credit to Applicants.  The Bank

shall, either itself or through its designated loan processing agent,

communicate to Advance America its credit decision on any Application, together

with the reason for any negative credit decision, electronically, by telephone

or by other means acceptable to both Parties. 

Advance America shall provide an appropriately completed adverse action

notice to any Applicant whose Application is rejected by the Bank.




 




                                                (iii)          The

Bank’s Loans hereunder shall be evidenced by an agreement comprised of a

Consumer Loan Agreement and Federal Truth in Lending Disclosures (“Note”).  The Note shall include an Arbitration

Agreement.  The Note shall be electronically

signed by the officer of the Bank in the Bank’s name.




 




                                                (iv)          For

each Loan to a Borrower, Advance America shall:  (A) have the Borrower sign the Note; (B) deliver a copy of the

Note to the Borrower; (C) obtain from the Borrower the executed Note, and the

Borrower’s signed, postdated personal check made payable to the Bank (the

“Repayment Check”), which Repayment Check shall be for the Total of Payments

set forth in the Agreement; and (D) upon receipt (and only upon receipt) of the

signed Note and Repayment Check, deliver to the Borrower a check,

electronically signed by an officer of the Bank in the Bank’s name for the

Amount Financed set forth on the Note (the “Proceeds Check”).  Pursuant to Washington state law and in

accordance with the policy of the Bank, Advance America will not allow any

Borrower to roll-over a Loan made pursuant to this Agreement.




 




                                (d)           Monitoring,

Inventorying and Auditing of Proceeds Checks:  As part of its servicing of the Loans, Advance America shall

monitor and inventory the Proceeds Checks, ensuring that all Proceeds Checks

are issued as the result of Applications approved by the Bank and are given to

Borrowers for Loans.




 




                                (e)           Additional

Servicing:  Advance America shall

perform all necessary servicing functions with respect to the Loans.  Without limiting the foregoing:




 




                                                (i)            Advance

America shall use its reasonable best efforts to collect payments on the Loans

prior to, at and after maturity thereof. 

In collecting payments owed under the Notes, Advance America shall

comply in all material respects with applicable law, including without

limitation the Fair Debt Collection Practices Act (the “FDCPA”) and applicable

debt collection regulations and consumer protection laws applicable to Advance

America in the State or States in which Advance America is marketing and

servicing the loans, and the Best Practices 




 




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of the Community Financial

Services Association of America. 

Advance America shall not encourage or allow its employees to threaten

or imply that failure to honor any payment instrument in connection with any

Loan shall subject the Borrower to potential criminal prosecution that Advance

America does not reasonably believe will in fact result from such failure.  The Bank has established a standard to

monitor the effectiveness of the collection efforts of Advance America. Bank

requires that loan losses to the Bank on the Loans shall be eight percent (8%)

or less of the amount of the finance charge on the Loans, as the finance charge

is disclosed in the federal Truth in Lending box contained in the Notes (“Loss

Rate Standard”).  Advance America agrees

to meet the Loss Rate Standard in its collections.  If Advance America’s collection efforts do not meet this Loss

Rate Standard established by the Bank, the Fees (as that term is defined in

Section 2(g) below) to be paid Advance America will be reduced by the dollar

amount that the loan losses exceed the Loss Rate Standard.  The Fees will be adjusted in accordance with

this Section on a quarterly basis based on the calendar year to date loss

experience.




 




                                                (ii)           On

each day Advance America operates its stores for regular business, Advance

America shall deposit in a Bank account designated by the Bank (the “Bank

Deposit Account”) all cash receipts for that day and all Repayment Checks

required to be deposited on that day. 

Advance America shall reconcile the Bank Deposit Account on a monthly

basis.




 




                                                (iii)          Advance

America shall maintain and retain all original Applications and copies of all

Adverse Action Notices and other documents relating to rejected Applications

for the period required by applicable law. 

Advance America shall maintain originals or copies, as applicable, of

all Applications, Notes, Proceeds Checks, Repayment Checks and other documents

provided to or received from Borrowers (all such documents referred to

collectively as “Loan Documents”) for the period required by applicable

law.  Prior to repayment or charge-off a

Loan, the Loan Documents shall be maintained by Advance America in a secure

environment.  Advance America will work

with the Bank’s designated loan processing agent to ensure that Bank is

provided timely information concerning the basis for each Adverse Action Notice

relating to a rejected Application.




 




                                (f)            Reports:  Access to Stores, Books and Records and

Employees:  During the term of this

Agreement, Advance America shall provide to the Bank data submissions and

reports reasonably required by the Bank and its advisors in order to maintain

effective internal controls and to monitor results under this Agreement,

including without limitation the performance of the Loans and Advance America

obligations hereunder.  Such reports

shall include a daily report showing Loans made, repaid and outstanding each

day, as agreed upon by the Bank and Advance America.  During the term of this Agreement and at all times thereafter,

the Bank and banking agencies with regulatory authority over the Bank and its

auditors shall have reasonable access to Advance America stores and to the

books and records of Advance America and the officers, employees and

accountants of Advance America for the same purposes.




 




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                                (g)           Fee

and Costs; Number of Locations




 




                                                (i)            In

consideration for Advance America’s performance of its obligations under this

Agreement, the Bank shall pay Advance America the marketing and servicing fees

set forth on Exhibit A attached hereto (the “Fees”).  Advance America will be responsible for all costs associated with

its stores and its services under this Agreement, including without limitation

rental and occupancy costs; costs of up-fit and leasehold improvements;

equipment costs; processing costs; printing costs; maintenance costs; staffing

costs; taxes assessed to Advance America; signage costs; and advertising costs.




 




                                                (ii)           The

Parties agree that Advance America may service and market the Loans for the

Bank pursuant to this Agreement in twenty-five (25) locations in the State of

Arkansas.  Advance America agrees that

it shall give thirty days’ written notice to the Bank if it intends to open any

additional locations in Arkansas and will give the Bank the right of first

refusal to offer the Loans in any such new location.  If the Bank does not wish to offer Loans in any new location,

Advance America may market and service Loans for another federally insured

financial institution in that new location or do business in some other lawful

manner.




 




                3.             Representations,

Warranties and Covenants




 




                                (a)           The

Bank hereby represents warrants and covenants to Advance America, as of the

date hereof and on a continuing basis throughout the term of this Agreement,

that:




 




                                                (i)            The

Bank is a duly organized and validly existing state bank organized under the

laws of the State of Washington, with its headquarters office located in Lacey,

Washington.  The Bank is insured by the

FDIC, and has the power and authority and all requisite licenses, permits and

authorizations to execute and deliver this Agreement and perform hereunder.




 




                                                (ii)           The

Bank is authorized to make Loans as contemplated by this Agreement and to

contract with a third party to provide the services which Advance America will

provide under this Marketing and Servicing Agreement.




 




                                                (iii)          The

Bank is authorized under applicable law to contract with a third party to

provide loan processing services not covered by this Marketing and Servicing

Agreement, and transmission by and between Advance America and such third party

of information required for processing the Loans does not violate Washington

state law or federal law.




 




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                                                (iv)          The

Bank is authorized under applicable law to sell participation interest(s) in

the Loans, or to sell the Loans to a third party or third parties prior to the

maturity date on such Loans.




 




                                                (v)           This

Agreement has been duly authorized by the Bank’s Board of Directors, executed

and delivered by the Bank and constitutes the legal, valid and binding

agreement of the Bank, enforceable against the Bank in accordance with its

terms, except as enforceability may be limited by bankruptcy, insolvency,

reorganization or other laws affecting creditors’ rights and remedies generally

and by general principles of equity (regardless of whether such enforceability

is considered in a proceeding in equity or at law).




 




                                                (vi)          The

execution, delivery and performance of this Agreement and the consummation of

the transactions contemplated hereby will not (A) violate or conflict with any

provision of the articles of incorporation or other governance documents of the

Bank; or (B) violate or conflict with, constitute a breach of or default under,

result in the loss of any material benefit under, or permit the acceleration of

or entitle any party to accelerate any obligation under or pursuant to, any

material mortgage, lien, lease, agreement, instrument, order, law, arbitration

award, judgment or decree to which the Bank is party or by which the Bank or

any of its assets may be bound.




 




                                                (vii)         During

the term of this Agreement, Bank shall provide to Advance America data

submissions and reports reasonably required by Advance America and its advisors

in order to maintain effective internal controls and to monitor results under

this Agreement, including without limitation the performance of the Loans and

the Banks obligation hereunder.




 




                                                (viii)        During

the term of this Agreement, but only to the extent permissible under applicable

laws, regulations and regulatory practices, Advance America and its auditors

shall have reasonable access to the Bank’s accounting records relating to Loans

made in Arkansas.  Subject to the

foregoing limitations, Advance America will also have access to the officers,

employees and accountants of the Bank for the same purposes as set forth in

(vii) to discuss such records.




 




                                                (ix)           The

bank shall use its reasonable best efforts to comply in all material respects

with the CFSA Best Practices in effect of the date of this Agreement, in the

form provided to it by Advance America, and any reasonable Best Practices, or

modifications to such practices approved and adopted by the Community Financial

Services Association of America (the “CFSA”) during the term of this Agreement;

provided the practices comply in all respects with applicable law, and the

interpretation of such law by federal, state, or other regulatory authorities

with jurisdiction.




 




                                                (x)            There

are no regulatory actions or lawsuits against Bank relating to the marketing

and Servicing of Loans.




 




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                                (b)           Advance

America hereby represents and warrants to the Bank, as of the date hereof and

on a continuing basis throughout the term of this Agreement, that:




 




                                                (i)            Advance

America is duly organized and validly existing, and licensed to do business as

a corporation under the laws of the State of Delaware, and is duly qualified to

do business as contemplated under this Agreement, and in good standing in,

Arkansas.




 




                                                (ii)           Advance

America has the corporate power and authority, and all requisite licenses,

permits and authorizations, to execute and deliver the Agreement and to perform

their duties hereunder.  This Agreement

has been duly authorized by Advance America’s Board of Directors, executed and

delivered by it and constitutes its legal, valid and binding agreements,

enforceable against them in accordance with their terms, except as

enforceability may be limited by bankruptcy, insolvency, reorganization or

other laws affecting creditors’ rights and remedies generally and by general

principles of equity (regardless of whether such enforceability is considered

in a proceeding in equity or at law).




 




                                                (iii)          The

execution, delivery and performance of this Agreement will not (A) violate or

conflict with any provision of the articles of organization, operating

agreement or other governance documents of Advance America; or (B) violate or

conflict with, constitute a breach of or default under, result in the loss of

any material benefit under, or permit the acceleration of or entitle any party

to accelerate any obligation under or pursuant to, any material mortgage, lien,

lease, agreement, instrument, order, law, arbitration award, judgment or decree

to which Advance America is a party or by which Advance America assets may be

bound.




 




                                                (iv)          Advance

America will market and service the Loans in accordance with this Agreement and

in accordance with the policies and procedures established and approved by the

Bank pursuant to this Agreement.




 




                                                (v)           Advance

America will operate its stores in Arkansas in accordance with this Agreement

and will follow its normal operating procedures in operating these stores

including providing adequate security measures, hiring appropriate employees,

and being open for business during its normal business operating hours.




 




                                                (vi)          There are no

regulatory actions, investigations, or lawsuits against Advance America or its

affiliates relating to the marketing and servicing of Loans.




 




                                                (vii)         To

the best of its knowledge, Advance America represents that written information

and financial statements provided to the Bank in contemplation of this

Agreement did not contain any material omissions of fact and were materially

correct.




 




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                4.             Indemnification




 




                                (a)           For

a period of eighteen (18) months from the date of this Agreement, Advance

America hereby indemnifies and agrees to hold harmless the Bank, its affiliates

and the officers, directors, members, employees, representatives, shareholders,

agents and attorneys of such entities (the “Bank Indemnified Parties”) against

any and all claims, losses, liabilities, damages, penalties, demands,

judgments, settlements, costs and expenses (“Losses”) suffered or incurred by

such Bank Indemnified Parties as a result of, or with respect to, or arising

from (i) any claim or allegation made by or on behalf of any Applicant or

Borrower relating to the Loans, including any actions brought during that time

on behalf of any Applicant or Borrower by any regulatory or governmental

authority or agency, and (ii) any and all Losses identified in section 4(b)

below.




                




                                (b)           For

the period of time following the first eighteen (18) months after the date of

this Agreement and except as to Losses for which Advance America is indemnified

by Bank as set forth below in section 4(d), Advance America hereby indemnifies

and agrees to hold harmless the Bank Indemnified Parties against any and all

Losses suffered or incurred by such Bank Indemnified Parties as a result of, or

with respect to, or arising from (i) any breach by Advance America of any

Representation, Warranty or covenant contained herein, or any negligence or

misconduct by Advance America or its employees; (ii) any burglary, robbery,

fraud, or theft at the Advance America locations marketing and servicing the Loans;

or (iii) any claim or allegation made by or on behalf of any Applicant or

Borrower arising from or relating to the Loans in which Bank is named a party

and that asserts that Advance America has acted in violation of the law.




 




                                (c)           Notwithstanding

the foregoing, Advance America shall not indemnify the Bank under this

Agreement for: (A) Losses caused by the Bank’s breach of this Agreement

(including but not limited to the breach by the Bank of any Representation,

Warranty, or covenant contained herein); (B) Losses caused by the burglary,

robbery, fraud, theft, negligence or misconduct of the Bank or its employees;

(C) Losses relating from any claim, investigation or allegation made by any

regulatory or governmental authority or agency arising from or relating to the

Loans except as set forth in section 4(a) above; (D) except as set forth in

section 4(a) above, Losses arising from the settlement of any claim, or a

judgment or ruling by a court, arbitrator or regulatory authority on such

claim, that the Bank has violated state or federal usury laws, state or federal

consumer protection laws, state or federal racketeering laws (including the

federal Racketeering Influenced and Corrupt Organizations Act), or federal

Truth in Lending laws, or is liable for fraud or unconscionability; (E) the

loss of the Bank’s Washington bank charter, or the loss of any license or

permit required by the Bank to transact business as a federally insured

financial institution; (F) claims that any Bank Indemnified Party is in violation

of federal or state securities or corporate laws; (G) claims brought by

employees or shareholders of any Bank Indemnified Party; (H) a decline in the

value of the stock of any Bank Indemnified Party. (I) adverse publicity or

customer relations problems encountered by any Bank Indemnified Party; (J)

non-monetary sanctions by any court or regulatory agency; (K) loss of non-Loan

related business or profits of any Bank Indemnified Party; (L) management time

relating to




 




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attending hearings and meetings

with respect to indemnified matters; or (M) any action by Advance America

against Bank.




 




                                (d)           Except

as to Losses for which Bank is indemnified by Advance America as set forth

above in sections 4(a) and (b), the Bank hereby indemnifies and agrees to hold

harmless Advance America, its affiliates, and the officers, directors, members,

employees, representatives, shareholders, agents and attorneys of Advance

America and its affiliates (the “Advance America Indemnified Parties”) against

any and all Losses suffered or incurred by such Advance America Indemnified

Parties as a result of, or with respect to, or arising from (i) any breach of

this Agreement by the Bank (including, but not limited to the breach by the Bank

of any Representation, Warranty, or covenant contained herein), (ii) any

burglary, robbery, fraud, theft, negligence or misconduct by the Bank or its

employees, or (iii) any error or omission in the information or services

rendered by any other third party with whom the Bank contracts to provide

services not covered by this Agreement, including loan processing services.




 




                                (e)           Notwithstanding

the foregoing, the Bank shall not indemnify Advance America under this

Agreement for: (A) Losses caused by Advance America’s breach of this Agreement

(including but not limited to the breach by Advance America of any

Representation, Warranty, or covenant contained herein); (B) Losses caused by

burglary, robbery, fraud, or theft at the Advance America locations marketing

and servicing the Loans by persons other than the Bank or its employees; (C)

negligence or misconduct of Advance America or its employees; (D) Losses

resulting from any claim, investigation or allegation made by any regulatory or

governmental authority or agency arising from or relating to the Loans; (E)

Losses arising from the settlement of any claim, or a judgment or ruling by a

court, arbitrator or regulatory authority on such claim, that Advance America

has violated state or federal usury laws, state or federal consumer protection

laws, state or federal racketeering laws (including the federal Racketeering

Influenced and Corrupt Organization Act), or federal Truth in Lending laws, or

is liable for fraud or unconscionability; (F) claims that any Advance America

Indemnified Party is in violation of federal or state securities or corporate

laws; (G) claims brought by employees or shareholders of any Advance America

Indemnified Party; (H) a decline in the value of the stock of any Advance

America Indemnified Party; (I) adverse publicity or customer relations problems

encountered by any Advance America Indemnified Party; (J) non-monetary

sanctions by any court or regulatory agency; (K) loss of non-Loan related

business or profits of any Advance America Indemnified Party; (L) management

time relating to attending hearings and meetings with respect to indemnified

matters; or (M) any action by the Bank against Advance America.




 




                                (f)            The

Bank Indemnified Parties and the Advance America Indemnified Parties are

sometimes referred to herein as the “Indemnified Parties” and Advance America

or the Bank, as indemnitor hereunder, is sometimes referred to herein as the

“Indemnifying Party.”




 




                                (g)           Any

Indemnified Party seeking indemnification hereunder shall promptly notify the

Indemnifying Party, in writing, of any indemnified Loss hereunder, specifying

in reasonable detail the nature of the Loss, and, if known, the amount, or an

estimate of the amount, of the Loss, provided that failure to promptly give

such notice shall only limit the liability of the 




 




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Indemnifying Party to the

extent of the actual prejudice, if any, suffered by such Indemnifying Party as

a result of such failure. The Indemnified Party shall provide to the

Indemnifying Party as promptly as practicable thereafter information and

documentation reasonably requested by such Indemnifying Party to support and

verify the claim asserted.




 




                                (h)           The

Indemnifying Party may assume the defense of a claim which it is indemnifying,

or prosecute a claim resulting from such indemnified claim, and may employ

counsel chosen by the Indemnifying Party (which counsel shall be reasonably

acceptable to the Indemnified Party), at the Indemnifying Party’s sole cost and

expense. The Indemnifying Party shall have the right, at its own expense, to

employ counsel separate from counsel employed by the Indemnifying Party in any

such action and to participate therein. The Indemnifying Party shall not be

liable for any settlement of any claim effected without its prior written

consent, which shall not be unreasonably withheld. However, if the Indemnifying

Party does not assume the defense or prosecution of a claim within thirty (30)

days after notice thereof, the Indemnifying Party may settle such claim without

the Indemnifying Party’s consent. The Indemnifying Party shall not agree to

settlement of any claim which provides for any relief other than the payment of

monetary damages by the Indemnifying Party without the Indemnifying Party’s

prior written consent, which shall not be unreasonably withheld. Whether or nor

the Indemnifying Party chooses to so defend or prosecute such claim, all the

parties hereto shall cooperate in the defense or prosecution thereof and shall

furnish such records, information and testimony, and attend such conferences,

discovery proceedings, hearings, trials and appeals, as may be reasonably

requested in connection therewith, all at the Indemnifying Party’s sole cost

and expense.




 




                                (i)            The

Parties agree that, if both Parties are named as defendants in the same

lawsuit, the Parties will enter into a Joint Defense Agreement reasonably

accepted to the Parties.




 




                5.             Termination




 




                                (a)           This

Agreement shall terminate: (i) three (3) years after the date of this Agreement;

(ii) upon six (6) months written notice of termination to the other Party;

(iii) upon an Event of Default that is not cured after notice is given as

provided in Section 5(b); (iv) upon a decrease in the fees and or interest that

can be charged by the Bank on the Loans pursuant to a change in federal or

state law or the interpretation thereof by a regulatory agency asserting

jurisdiction as to that issue; or (v) upon the termination by the Bank’s

designated loan processing agent of the Bank’s agreement with such agent to

provide the services contemplated in his Agreement. In the event this Agreement

is terminated pursuant to (iv) above, the Parties agree to negotiate in good

faith as to the terms of a new agreement.




 




                                (b)           Upon

the occurrence of an Event of Default (as hereinafter defined) by either party,

the other Party may terminate this Agreement by giving written notice at least

thirty (30) days in advance of termination and an opportunity for the

defaulting Party to cure the Event of Default, provided that: (i) the

non-defaulting Party may suspend this Agreement during the period prior to any

cure of the Event of Default; and (ii) the thirty (30) day written notice 




 




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requirement shall not apply if

the Even of Default is the Bank’s failure to fund a Loan marketed by Advance

America which meets the criteria established by the Bank for Loans. Either

party may immediately terminate this Agreement if either Party is advised by

the Federal Deposit Insurance Corporation (or any successor to such agency), or

by regulatory agency which has or asserts jurisdiction over either Party or the

Loans, that its making of the Loans or the performance its obligations under

this Agreement is or may be unlawful or an unsafe or unsound banking practice

or that such activity may jeopardize the Bank’s standing with or any Bank

rating from any agency.




 




                (c)           It

shall constitute an Event of Default by the Bank hereunder if (a) the Bank

shall be in material breach of any Representation, Warranty or covenant

hereunder or if the Bank fails to make any payment due hereunder, (b) Advance

America has not defaulted hereunder and the Bank nonetheless discontinues

making Loans, (c) the Bank shall fail to fund a Loan marketed by Advance America

which meets the criteria established by the Bank for Loans; or (d) the Bank

shall file for protection under any state or federal liquidation provision, or

where the FDIC or any other regulatory authority takes control of the Bank. It

shall constitute an Even of Default by Advance America hereunder if (a) Advance

America shall be in material breach of any Representation, Warranty, or

covenant hereunder, (b) the Bank has not defaulted hereunder and Advance

America nonetheless discontinues marketing and servicing the Loans, or (c)

Advance America files for protection under any chapter of the federal

Bankruptcy Code.




 




                (d)           Sections

4 through 8 hereof shall survive the termination of this Agreement. However,

upon the Bank’s written request, Advance America shall continue to service

outstanding Loans following termination of this Agreement until all Loans are

repaid or charged off in accordance with the Bank’s standards practices and

policies.




 




                6.             Notice




 




                Any notice hereunder by either Party shall be

given to the other Party at its address act forth below or at such other

address designated by notice in the manner provided in this Section 6, by

personal delivery, certified mail or overnight courier, or by facsimile with a

confirmation copy by first class mail, postage prepaid. Such notice shall be

deemed to have been given when received. Unless otherwise agreed, notice shall

be sent to the contact persons at the addresses or facsimile numbers, as the

case may be, set forth below:




 




                If to Advance America:




 




                                Mr. John T. Egeland, President
                                Ms. Monica

Allie, Esquire
                                Advance

America Servicing of Arkansas, Inc. 961 East Main Street
                                Spartanburg,

SC 29302
                                (864)

515-5600




 




11





























 




                with a copy to:




 




                                John C. Stophel, Esquire




                                Chambliss, Bahner & Stophel P.C.




                                1000 Tallan Square, Two Union Square




                                Chattanooga, Tennessee 37402-2500




                                (423) 756-3000If to the Bank:




 




                                First Community Bank




                                Ken F. Parsons, Sr., President/CEO




                                721 College St. SE




                                P.O. Box 3800




                                Lacey, Washington 98509-3800




                                (360) 412-2100




 




                7.             Confidentiality

and Use of Customer Information; Non-Solicitation of Employees




 




                                (a)           The

Parties agree that the use of the information regarding all Borrowers and

Applicants (“Customer Information”), including without limitation names,

addresses, demographic information and financial information, is subject to, or

may become subject to, federal and state privacy laws.  The Parties agree that the use of such

Customer Information shall be in compliance with all such applicable laws, and

with any privacy policy adopted by the Bank to comply with such laws, and that

the Parties will keep such Customer Information confidential in accordance with

such laws and policy.




 




                                (b)           The

Bank agrees not to target the Borrowers for any solicitation of any product or

service, and not to provide any Customer Information to any person or entity

not a party to this Agreement, except to the extent required to do so under

applicable law or judicial, administrative or regulatory process or except

incident to its normal marketing efforts in the State of Washington, without

the prior written consent of Advance America. 

The Bank shall use reasonable care to ensure that its agents do not

violate this provision.




 




                                (c)           The

Bank and Advance America agree to treat in confidence the provisions of this

Agreement and all documents, materials and other information related to this

Agreement, which shall have been obtained during the course of the negotiations

leading to, and, during the performance of, this Agreement (collectively,

“Confidential Information”), and not to communicate Confidential Information to

any third party, except that Confidential Information may be provided to a

Party’s affiliates, as such term is defined in the Securities Exchange Act of

1934, regulatory authorities, counsel, accountants, financial or tax advisors

without the consent of the other Party, provided that such parties agree to

hold such Confidential Information in confidence.  As used herein, the term “Confidential Information” shall not

include any information which (i) is or becomes available to a Party (the

“Restricted Party”) from a source 




 




12





























 




other than the other Party,

(ii) is or becomes available to the public other than as a result of disclosure

by the Restricted Party or its agents, or (iii) is required to be disclosed

under applicable law or judicial, administrative or regulatory process (but

only to the extent it must be disclosed).




 




                                (d)           The

Parties agree that monetary damages would not be adequate compensation in the

event of a breach by a Restricted Party of its obligation under this Section 7

and, therefore, the Parties agree that in the event of any such breach the

Restricted Party, in addition to its other remedies at law or in equity, shall

be entitled to an order requiring the Restricted Party to specifically perform

its obligations under Section 7 or enjoining the Restricted Party from

breaching Section 7, and the Restricted Party shall not plead in defense

thereto that there would be an adequate remedy at law.




 




                                (e)           Each

Party agrees that it shall not directly or indirectly solicit, hire or

otherwise retain or engage, whether as an employee, independent contractor or

otherwise, any employee or other personnel of the other Party.




 




                8.             Miscellaneous




 




                                (a)           Neither

the existence of this Agreement and the other Agreements, nor their execution,

is intended to be, nor shall it be construed to be, the formation of a

partnership or joint venture between the Bank and Advance America.




 




                                (b)           This

Agreement and the other Agreements supersede any negotiations, discussions or

communications between the Bank and Advance America and constitute the entire

agreement of the Bank and Advance America with respect to the Loans and the

Loan Documents.




 




                                (c)           Advance

America shall on a timely basis provide the Bank with its monthly financial

statements, and its annual audited financial statements.  Bank shall on a timely basis provide Advance

America with its quarterly financial statements, and its annual audited

financial statements.




 




                                (d)           Failure

of any Party to insist, in one or more instances, on performance by any other

Party in accordance with the terms and conditions of this Agreement shall not

be deemed a waiver or relinquishment of any right granted hereunder or of the

future performance of any such term or condition or of any other term or

condition of this Agreement unless and to the extent that such waiver is in a

writing signed by or on behalf of the Party alleged to have granted such

waiver.




 




                                (e)           Any

written notice or demand to be given under this Agreement shall be duly and

properly given if delivered as described in Section 6 herein.




 




13





























 




                                (f)            This

Agreement and the rights and duties described herein shall be governed by, and

interpreted in accordance with, the laws of the State of Delaware, without

reference to Arkansas or Washington choice of law rules.




 




                                (g)           Any

controversy or claim arising out of or relating to this Agreement, or the

breach thereof, shall be settled by binding arbitration in a mutually

convenient location in accordance with the Commercial Arbitration Rules of the

American Arbitration Association (“AAA”). 

The arbitration shall be selected by agreement of the Parties or, if

they cannot agree on an arbitrator within thirty (30) days after written notice

of a Party’s desire to have a matter settled by arbitration, then the

arbitrator shall be selected by the AAA. 

Any arbitrator hereunder must be either a lawyer who has practiced law

for at least ten years or a retired judge. 

The arbitrator shall render his or her decision in writing in accordance

with applicable substantive laws.  The

determination reached in such arbitration shall be final and binding on all

Parties hereto without any right of appeal except as provided by the Federal

Arbitration Act.  Any court of competent

jurisdiction may enforce any determination or award of the arbitrator.  Unless otherwise agreed by the Parties, any

such arbitration shall be conducted in accordance with the rules of AAA.  The arbitrator shall have the right and

power to apportion the costs and expenses of the arbitration (including the

Parties’ attorneys’ fees and expenses) in his or her discretion.  THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT

TO TRAIL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SUBJECT TO

ARBITRATION HEREUNDER.




 




                                (h)           Advance

America shall not assign or delegate any of its rights and/or obligations

hereunder without the Bank’s prior written consent, which consent shall not be

unreasonably withheld.  The Bank shall

not assign any of its rights and/or obligations hereunder to any other party

without Advance America’s prior written consent, which consent shall not be

unreasonable withheld.




 




                                (i)            The

headings of the several sections and subsections of the Agreement are inserted

for convenience only and shall not in any way affect the meaning or

construction of any provision of the Agreement.




 




                                (j)            This

Agreement may be executed by the Parties in separate counterparts, each of

which is an original but all of which together shall constitute one and the

same document.




 




                                (k)           Advance

America shall use its reasonable best efforts to train and supervise its

employees to act in conformity with the Bank Policies provided in writing to

Advance America by the Bank and the requirements of applicable law pertaining

to their duties.




 




                                (l)            Neither

Party shall take or omit to take any action that would cause such Party to

violate any of its representatives or warranties hereunder.




 




                                (m)          The

Bank shall forward to Advance America within five (5) business days 




 




14





























 




of receipt any written notices

it receives that bankruptcy proceedings have been initiated with respect to any

person known to be a Borrower.




 




                                (n)           This

Agreement may only be amended or modified by the written agreement of both

Parties.




 




                                (o)           To

the extent permissible by applicable law, the Parties agree to promptly notify

each other in the event either Party becomes aware of any threatened or actual

investigation, regulatory action, allegation, arbitration or lawsuit pertaining

to or having a material effect upon the Loans of this Agreement or any similar

marketing and servicing agreement of third parties, or makes any changes in

their respective business practices which would likely have a material effect

on this Agreement or the Loans contemplated by this Agreement.




 




                IN WITNESS WHEREOF, the Bank and Advance

America, intending to be legally bound hereby, have caused this Agreement to be

executed by their duly authorized officers as of the day and year first set

forth above.




 




	

  FIRST COMMUNITY BANK OF WASHINGTON


  	

  ADVANCE AMERICA SERVICING OF ARKANSAS, INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/ James F.

  Arneson


  	

   


  	

  By: 


  	

  /s/ John T.

  Egeland


  	

   


  
	

   


  	

  James F.

  Arneson


  	

   


  	

  John T.

  Egeland


  
	

   


  	

  Executive

  Vice President, CFO


  	

   


  	

  President


  
						





 




15





























 




COMPUTATION OF SERVICING FEES




 




                1.             This

is Exhibit A to that certain Marketing and Servicing Agreement (the

“Agreement”) between First Community Bank of Washington (the “Bank”), and

Advance America Servicing of Arkansas, Inc. (“Advance America”).  All capitalized terms used herein and not

otherwise defined are defined in the Servicing Agreement.




 




                2.             As

Advance America’s sole compensation under the Servicing Agreement, the Bank

shall pay Advance America marketing and servicing fees of $11.50 per $100.00

loaned (“Fees”).




 




                3.             The

Fees shall be paid in bi-weekly installments, payable within one (1) day after

receipt of invoices therefor (“Bi-Weekly Invoices”), delivered by Advance

America to the Bank after the end of each week.




 




                4.             Each

Bi-Weekly Invoice shall show (a) the fees charges actually received by the Bank

during the calendar month on Loans that were repaid in full during such month;

and (b) the Fees owed by the Bank to Advance America.




 




                5.             Advance

America will be responsible for all costs associated with its storefronts and

its services under the Servicing Agreement, including without limitation rental

and occupancy costs; costs of up-fit and leasehold improvements; equipment

costs; processing costs; printing costs; taxes; maintenance costs; staffing

costs; signage costs; and advertising costs.




 




                6.             The

Bank shall be responsible for paying all fees and costs incurred on any bank

accounts which are held in the Bank’s name, from which Proceed Checks are

written or into which Repayment Checks or Loan repayments are deposited.




 




16





























 




FIRST AMENDMENT TO MARKETING AND SERVICING




AGREEMENT DATED MARCH 21, 2001, BETWEEN FIRST

COMMUNITY BANK OF




WASHINGTON AND ADVANCE AMERICA SERVICING OF

ARKANSAS, INC.




 




                The First Amendment is between First

Community Bank of Washington, Lacey, Washington, a bank organized under the

laws of the State of Washington (the “Bank”), and Advance America Servicing of

Arkansas, Inc., a Delaware Corporation (“Advance America”).




 




                The parties to this First Amendment entered

into the Marketing and Servicing Agreement, dated March 21, 2001, the terms and

provisions of which set forth the respective duties, obligations and

responsibilities of the parties in connection with the Bank making short-term

small Loans to consumers.  Insofar as

the Marketing and Servicing Agreement is not inconsistent with the terms of

this First Amendment, such Marketing and Servicing Agreement is made a part of

this First Amendment and is incorporated herein by reference.  All capitalized terms used herein and not

otherwise defined are defined in the Marketing and Servicing Agreement.




 




                NOW, THEREFORE, in consideration of the

premises and the mutual promises, covenants and agreements set forth in this

First Amendment, the Bank and Advance America do hereby agree to amend Section

7 of the Marketing and Servicing Agreement as set for below:




 




                7.             Confidentiality and Use of Customer and Proprietary

Information; Non-Solicitation of Employees.




 




                                (a)                           The

Parties agree that the use of the information regarding all Borrowers and

Applicants (“Confidential Information”), including without limitation names,

addresses, demographic information and financial information, is subject to, or

may become subject to, federal and state privacy laws.  The Parties agree that the use of such

Confidential Information shall be in compliance with all such applicable laws,

and with any privacy policy adopted by the Bank to comply with such laws, and

that the Parties will keep such Confidential Information confidential in

accordance with such laws and policy.




 




                                (b)                           Advance

America may use Confidential Information in connection with its performance

under this Agreement, and Advance America may disclose Confidential Information

to its affiliates who may only use the Confidential Information to the same

extent which Advance




 





























 




America may use and disclose

the Confidential Information.  Further.

Advance America may disclose and use the Confidential Information in its

ordinary course of business in order to service and carry out its duties under

this Agreement.  Any Confidential

Information shall be returned to the Bank as requested by the Bank once the

services contemplated by this Agreement have been completed.




 




                                (c)                           Except

as set forth and authorized under the Agreement, Advance America shall not

advertise, market or otherwise make known to others any information relating to

the subject matter of this Agreement. 

If Advance America proposes to disclose Confidential Information to a

non-affiliated third party in order to perform under this Agreement, Advance America

must first obtain the consent of the Bank to make such disclosure and Advance

America must enter into a confidentiality agreement with such third party under

which that third party would be restricted from disclosing, using or

duplicating such Confidential Information, except as consistent with this

paragraph.  Except as set forth in this

Agreement, if requested by the Bank, any employee, representative, agent or

subcontractor of Advance America shall enter into a non-disclosure agreement

with the Bank to protect the Confidential Information satisfactory to the Bank.




 




                                (d)                           The

Bank agrees not to target the Borrowers for any solicitation of any product or

service, and not to provide any Confidential Information to any person or

entity not a party to this Agreement, except to the extent required to do so

under applicable law or judicial, administrative or regulatory process or

except incident to its normal marketing efforts in the State of Washington,

without the prior written consent of Advance America.  The Bank shall use reasonable care to ensure that its agents do

not violate this provision.




 




                                (e)                           The

Bank and Advance America agree to treat in confidence the provisions of this

Agreement and all documents, materials and other information related to this

Agreement, which shall have been obtained during the course of the negotiations

leading to, and during the performance of this Agreement (collectively,

“Proprietary Information”), and not to communicate Proprietary Information to

any third party, except that Proprietary Information may be provided to a

Party’s affiliates, as such term is defined in the Securities Exchange Act of

1934, regulatory authorities, counsel, accountants, financial or tax advisors

without the consent of the other Party, provided that such parties agree to

hold such Proprietary Information in confidence.  As used herein, the term “Proprietary Information” shall not

include any Information which (i) is or becomes available to a Party (the

“Restricted Party”) from a source other than the other Party, (ii) is or

becomes available to the public other than as a result of disclosure by the

Restricted Party or its agents, or (iii) is required to be disclosed under

applicable law or judicial, administrative or regulatory process (but only to

the extent it must be disclosed).




 




                                (f)                            The

Parties agree that monetary damages would not be adequate compensation in the

event of a breach by a Restricted Party of its obligations under this Section 7

and, therefore, the Parties agree that in the event of such breach the

Restricted Party, in addition to its other remedies at law or in equity, shall

be entitled to an order  requiring the

Restricted Party to specifically perform its obligations under Section 7 or

enjoining the Restricted Party from breaching Section 7, and the Restricted Party

shall not plead in defense thereto that there would be an adequate remedy at

law.




 




2





























 




                                (g)                           Each

Party agrees that is shall not directly or indirectly solicit, hire or

otherwise retain or engage, whether as an employee, independent contractor or

otherwise, any employee or other personnel of the other Party.




 




                Unless specifically amended herein, all of

the terms, conditions and provisions of the Marketing and servicing Agreement

remain in full force and effect.




 




                In the event of any conflict, inconsistency,

or incongruity between the provisions of this First Amendment and any of the

provisions of the Marketing and Servicing Agreement, the provisions of this

First Amendment shall in all respects govern and control.




 




	

  FIRST COMMUNITY BANK OF WASHINGTON


  
	

   


  
	

  By::


  	

  /s/ James F.

  Arneson


  	

   


  
	

            James F. Arneson


  
	

            Its:  Executive Vice President, CFO


  
	

   


  
	

  ADVANCE AMERICA SERVICING OF ARKANSAS, INC.


  
	

   


  
	

  By: 


  	

  /s/ John T.

  Egeland


  	

   


  
	

           John T. Egeland


  
	

          

  Its:  President


  
	

   


  





 




3





























 




JOINDER AND GUARANTY AGREEMENT




 




                This Jointed and Guaranty Agreement (this

“Agreement”) is dated as of March 21, 2001 between First Community Bank of

Washington, a bank organized under the laws of the State of Washington and an

FDIC issued institution (the “Bank”), Advance America Servicing of Arkansas,

Inc.., a Delaware corporation (“Subsidiary”) and Advance America, Cash Advance

Centers, Inc., a Delaware corporation (the “Parent”) (collectively Subsidiary

and Parent are referred to herein as the “Advance Entities”).




 




                WHEREAS, Subsidiary and Bank are entering

into a Marketing and Servicing Agreement of even date herewith (the “Servicing

Agreement”) and all capitalized terms used herein and not otherwise defined are

defined in the Servicing agreement;




 




                WHEREAS, Subsidiary has agreed in the

Servicing Agreement to indemnify the Bank Indemnified Parties as to certain

Losses but the Bank Indemnified Parties wish to have additional assurances of

Subsidiary’s financial ability to satisfy all such obligations; and




 




                NOW, THEREFORE, in consideration of the

foregoing and of the mutual promises contained in this Agreement, and other

valuable consideration, the sufficiency of which is hereby acknowledged, and

intending to be legally bound, the Bank and the Advance Entities (together, the

“Parties”) agree as follows:




 




                1.             Joinder

in Indemnity Obligations and Guaranty




 




                                The

Advance Entities jointly and severally agree to indemnify and hold harmless the

Bank Indemnified Parties to the full extent that Subsidiary is indemnifying and

holding harmless such Bank Indemnified Parties under the Servicing

Agreement.  Parent agrees to act as a

guarantor and surety of the indemnity obligations of Subsidiary under the

Servicing Agreement and agrees that it will be jointly and severally liable

with Subsidiary.  Any Bank Indemnified

Party entitled to indemnification under the Servicing Agreement any proceed

directly against Parent in lieu of or in addition to proceeding against

Subsidiary under the Servicing Agreement.




 




                2.             Representations

and warranties




 




                Parent hereby represents and warrants to the

Bank, as of the date hereof and on a continuing basis throughout the term of

this Agreement, that:




 




                (a)           Parent

is duly organized and validly existing, and licensed to do business as a

corporation under the laws of the State of Delaware




 




                (b)           Parent

has the corporate power and authority, and all requisite licenses, permits and

authorizations, to execute and deliver the Agreement and to perform their

duties hereunder.  This Agreement has

been duly authorized by Parent’s Board of Directors, executed and delivered by

it and constitutes its legal, valid and binding agreements, enforceable against

them in accordance with their terms, except as enforceability may be limited by

bankruptcy, insolvency, reorganization or other laws affecting creditors’

rights and remedies generally and by general principles of equity (regardless

of whether such enforceability is considered in a proceeding in equity or at

law).




 




                (c)           The

execution, delivery and performance of this Agreement will not (A) violate or

conflict with any provision of the articles of organization, operating

agreement or other governance documents of parent; or (B) violate or conflict

with, constitute a breach of or default under, result in the loss of any

material benefit under, or permit the acceleration of or entitle and party to

accelerate any obligation under 




 





























 




or pursuant to, any material

mortgage, lien, lease, agreement, instrument, order, law, arbitration award,

judgment or decree to which Parent is a party or by which Parent assets may be

bound




 




3.  Notices




 




	

  If to Advance Entities:


  	

   


  	

  If to the Bank;


  
	

  Mr. John T. Egeland, President


  	

   


  	

  Ken F. Parsons, Sr., President/CEO


  
	

  Ms. Monica Allie, Esquire


  	

   


  	

  721 College St. SE


  
	

  961 East Main Street


  	

   


  	

  P.O. Box 3800


  
	

  Spartanburg, SC 29302


  	

   


  	

  Lacey, Washington 98509-3800


  
	

  (864) 515-5600


  	

   


  	

  (360) 412-2100


  





 




4.  Termination




 




                This

Agreement shall terminate at the same time as the termination of the Servicing

Agreement.




 




5.  Miscellaneous




 




                (a)           Neither

the existence of the Agreement and the other Agreements, nor their execution,

is intended to be, nor shall it be construed to be, the formation of

partnership or joint venture between the Bank and Advance Entities.




 




                (b)           This

Agreement supersedes any negotiations, discussions or communications between

the Bank and Advance Entities and constitutes the entire agreement of the Bank

and Advance Entities with respect to the subject matter hereof.




 




                (c)           Failure

of any party to insist, in one or more instances, on performance by any other

Party in accordance with the terms and conditions of this Agreement shall not

be deemed a waiver or relinquishment of any right granted hereunder or of the

future performance of any such term or condition or of any other term or

condition of the Agreement unless and to the extent that such waiver is in a

writing signed by or on behalf of the Party alleged to have granted such waiver




 




                (d)           This

Agreement and the rights and duties described herein shall be governed by, and

interpreted in accordance with, the laws of the State of Delaware, without

reference to Alabama or Washington choice of law rules.




 




                (e)           Any

controversy or claim arising out to or relating to this Agreement, or the

breach thereof, shall be settled by binding arbitration in a mutually

convenient location in accordance with the Commercial Arbitration Rules of the

American Arbitration Association(“AAA”). 

The arbitrator shall be selected by agreement of the Parties or, if they

cannot agree on an arbitrator within thirty (30) days after written notice of a

Party’s desire to have a matter settled by arbitration, then the arbitrator

shall be selected by the AAA.  Any

arbitrator hereunder must be either a lawyer who has practiced law for at least

ten years or a retired judge.  The

arbitrator shall render his or here decision in writing in accordance with

applicable substantive laws.  The

determination reached in such arbitration shall be final and binding on all

Parties hereto without any right of appeal except as provided by the Federal

Arbitration Act.  Any court of competent

jurisdiction may enforce any determination or award of the arbitrator.  Unless otherwise agreed by the Parties, any

such arbitration shall be conducted in accordance with the rules of the

AAA.  The arbitrator shall have the

right and power to apportion the costs and expenses of the arbitration

(including the Parties' attorneys' fees and expenses) in his or her

discretion.  THE PARTIES HEREBY

EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR

CAUSE OF ACTION SUBJECT TO ARBITRATION HEREUNDER.




 




2





























 




                (f)            The

headings of the several sections and subsections of this Agreement are inserted

for convenience only and shall not in any way affect the meaning or

construction of any provision of this Agreement.




 




                IN WITNESS WHEREOF, the Bank and Advance

Entities, intending to be legally bound hereby, have caused this Agreement to

be executed by their duly authorized officers as of the day and year firs set

forth above.




 




	

  FIRST COMMUNITY BANK


  	

  ADVANCE AMERICA Servicing of


  
	

   


  	

  Arkansas, Inc.


  
	

  OF WASHINGTON


  	

   


  
	

   


  	

   


  
	

  By: 


  	

  /s/ James F.

  Arneson


  	

   


  	

  By:


  	

  /s/ John T.

  Egeland


  	

   


  
	

  Its:  Executive Vice President, CFO


  	

  Its: 

  President


  
	

   


  	

   


  
	

  ADVANCE AMERICA, CASH 


  ADVANCE CENTERS, INC.


  	

   


  
	

   


  	

   


  
	

  By:


  	

  /s/ William

  M. Webster, IV


  	

   


  	

   


  
	

  Its:  President


  	

   


  





 




3