EXHIBIT 10.1

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REVOLVING CREDIT AGREEMENT
BETWEEN
PAWNMART, INC.
AND
COMERICA BANK
AUGUST 30, 2002

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REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT made as of the 30th day of August, 2002, by and between PawnMart, Inc.("Borrower") andComerica Bank("Bank").

WITNESSETH:

WHEREAS,
Borrower and Bank entered into a certain Revolving Credit Agreement dated as of October 13, 1998, and certain amendments thereto (as so amended, the "Prior Agreement"),
pursuant to which Borrower incurred certain indebtedness and obligations to Bank and granted the Bank certain security interests and liens for such indebtedness and obligations;

WHEREAS,
on July 9, 2001 (the "Petition Date"), Borrower filed a voluntary petition (the "Petition") for relief under chapter 11 ("Case") of title 11 of the United States Code
(the Bankruptcy Code of 1978, as amended from time to time, and together with the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Northern District of Texas, the
"Bankruptcy Code") with the United States Bankruptcy Court for the Northern District of Texas (the "Bankruptcy Court"); and

WHEREAS,
on May 20, 2002, an order (the "Order") was entered in the Case confirming the Debtors' First Amended Plan of Reorganization and Disclosure Statement, dated
May 20, 2002 (the "Plan") in respect of Borrower, pursuant to which Plan, among other things, Borrower was authorized to enter into the financing arrangements described in this Revolving Credit
Agreement for the purposes described herein.

NOW,
THEREFORE, the Borrower and the Bank agree:

1.1Defined Terms.As used in this Agreement, the following terms shall have the following respective meanings:

"Accounts,"
"Chattel Paper," "Documents," "Equipment," "Fixtures," "General Intangibles," "Goods," "Instruments" and "Inventory" shall have the meanings assigned to them in the UCC.

"Accounts
Receivable" shall mean and include all Accounts, Chattel Paper and General Intangibles (including, but not limited to tax refunds, trade names, trade styles and goodwill, trade
marks, copyrights and patents, and applications therefor, trade and proprietary secrets, formulae, designs, blueprints and plans, customer lists, literary rights, licenses and permits, receivables,
insurance proceeds, beneficial interests in trusts and minute books and other books and records) now owned or hereafter acquired by Borrower.

"Acquisition"
shall mean the purchase of one hundred percent (100%) of the capital stock of Sanders Morris Harris Group Inc. by C/M Holdings, Inc.

"Advance"
shall mean a borrowing requested by Borrower and made by Bank.

"Affiliate"
shall mean, when used with respect to any person, any other person which, directly or indirectly, controls or is controlled by or is under common control with such person.
For purposes of this definition, "control" (including the correlative meanings of the terms "controlled by" and "under common control with"), with respect to any person, shall mean possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise.

"Agreement"
shall mean this Agreement as amended from time to time in accordance with the terms hereof.

"Applicable
Interest Rate" shall mean the Prime-based Rate as determined pursuant to the terms and conditions of this Agreement.

"Bank"
shall mean Comerica Bank, a Michigan banking corporation.

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"Bankruptcy
Code" shall mean Title 11 of the United States Code, as amended, or any successor act or code.

"Borrowing
Base Amount" shall mean, as of any date, an amount equal to the sum of:

(a)  seventy
percent (70%) of the cost of Eligible Principal Accounts; plus

(b)  seventy
percent (70%) of the positive difference (if any) between (i) the Eligible Other Accounts and (ii) the Reserve Amount as of the date of
calculation; plus

(c)  thelesserof (i) the value of the Eligible Inventory multiplied by the relevant Eligible Inventory Rate, or
(ii) seventy percent (70%) of the amounts determined under paragraphs (a) and (b) above; minus

(d)  either
(i) $1,000,000 upon the occurrence of a voluntary reduction in the Commitment Amount under Section 2.13 hereof, or (ii) the Net Proceeds, if
any, received from the sale of the Pledged Shares or from dividends and all other distributions at any time payable or receivable on account of the Collateral pursuant to the terms of the Pledge
Agreement.

"Borrower"
shall mean PawnMart, Inc., a Delaware corporation.

"Business
Day" shall mean any day on which Bank is open for business in Detroit.

"Capital
Expenditures" shall mean, for any period of determination thereof, the sum of all purchases and acquisition of capital or fixed assets made by Borrower during such period.

"Capital
Lease" shall mean any lease by Borrower of any property (whether real, personal or mixed) by Borrower as lessee that, in accordance with GAAP, either would be required to be
classified and accounted for as a capital lease on a balance sheet of Borrower or otherwise would be disclosed as such in a note to such balance sheet.

"Capital
Lease Obligation" shall mean, with respect to any Capital Lease, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance
sheet of such lessee in respect of such Capital Lease or otherwise be disclosed in a note to such balance sheet.

"Collateral"
shall mean all property of the Borrower now or hereafter in the possession of the Bank or any Affiliate of the Bank (or as to which the Bank or any Affiliate of the Bank now
or hereafter controls possession by documents or otherwise), all amounts in all deposit or other accounts (including without limit an account evidenced by a certificate of deposit) of the Borrower now
or hereafter with the Bank or any Affiliate of the Bank and all of Borrower's Accounts, Chattel Paper, Documents, Equipment, Fixtures, General Intangibles, Pledged Shares, Goods, Instruments and
Inventory, wherever located and whether now owned or hereafter acquired, together with all replacements of any of the foregoing, substitutions therefor, accessions thereto, and all proceeds and
products of all the foregoing, and all additional property (real or personal) of the Borrower which is now or hereafter subject to a security interest, mortgage, lien, claim or other encumbrance
granted by the Borrower to, or in favor of, the Bank.

"Commitment
Amount" shall mean Four Million Five Hundred Thousand Dollars ($4,500,000), or such base amount to which it may be reduced pursuant to Sections 2.12 or 2.13 hereof.

"Debt"
shall mean, as of any applicable date of determination, all funded indebtedness of a person, whether matured or unmatured, direct or indirect, joint or several, all determined in
accordance with GAAP.

"Default"
shall mean a condition or event which, with the giving of notice or the passage of time, or both, would become an Event of Default.

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"Documents"
shall mean this Agreement, the Note, the Security Agreement, the Pledge Agreement, the Financing Statements and all other documents, agreements and instruments delivered to
Bank pursuant to this Agreement or any of the foregoing.

"EBITDA"
shall mean, for any applicable date of determination thereof, Net Income plus any amounts deducted in the calculation thereof with respect to interest expense, taxes,
depreciation and amortization, all determined in accordance with GAAP.

"Eligible
Account" shall mean outstanding amounts owing pursuant, and evidenced by, a Pawn Ticket arising in the ordinary course of Borrower's business which meets each of the following
requirements:

(a)  it
is not owing to Borrower later than the Business Day immediately following the ninetieth (90th) day after the date of the Pawn Ticket evidencing such
account;

(b)  it
is secured pursuant to the relevant Pawn Ticket by goods in the possession of Borrower or by a vehicle for which Borrower holds a title certificate duly endorsed for
transfer;

(c)  the
Pawn Ticket evidencing such Eligible Account has been prominently marked "Collaterally Assigned to Comerica Bank";

(d)  it
is a valid, legally enforceable obligation of the debtor thereunder, and is not subject to any offset, counterclaim or other defense on the part of such debtor or to
any claim on the part of such debtor denying liability thereunder in whole or in part;

(e)  it
is not subject to any sale of accounts, any rights of offset, assignment, lien or security interest whatsoever other than to Bank;

(f)    it
is not owing by any debtor which is not a natural person;

(g)  it
is not owing by a debtor for which Borrower has received a notice of: (i) the death or incompetence of the debtor (ii) the appointment of a receiver for
any part of the property of the debtor, or (iii) an assignment for the benefit of creditors, the filing of a petition under or the commencement of any proceeding under, any Bankruptcy Laws by
or against the debtor.

An
Account Receivable which is at any time an Eligible Account, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be an Eligible Account.

"Eligible
Other Account" shall mean, with respect to any Eligible Account, as of any date, the amounts accrued and owing to Borrower under the related Pawn Ticket for fees and interest.

"Eligible
Principal Account" shall mean, with respect to any Eligible Account, the portion thereof which represents the cash loan or advance made by Borrower to its customer evidenced by
the Pawn Ticket related thereto.

"Eligible
Inventory" shall mean all of Borrower's Inventory which is in good and merchantable condition, excluding:

(a)  Inventory
which is not at a Location;

(b)  Inventory
covered by or subject to a seller's right to repurchase, or any consensual or nonconsensual lien or security interest (including without limitation purchase
money security interests) other than those granted in favor of Bank or hereafter consented to by Bank;

(c)  Inventory
which is in repair, or on police hold; and

(d)  Inventory
which has been owned by Borrower in excess of eighteen (18) months.

Inventory
shall be valued at of cost (which cost shall be deemed to be (i) in the case of items acquired pursuant to unpaid Pawn Tickets, the principal amount originally evidenced by such Pawn
Ticket and

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advanced to Borrower's customer with respect to such inventory, and (ii) in the case of any item on lay away, net of any deposits or lay away payments made on the item) and Inventory which is
at any time Eligible Inventory, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be Eligible Inventory.

"Eligible
Inventory Rate" shall mean sixty percent (60%) initially and, thereafter, continuing on the first day of each November, February, May and August, the Eligible Inventory advance
rate shall be reduced by two percent (2%).

"ERISA"
shall mean the Employee Retirement Income Security Act of 1974 as amended, or any successor act or code.

"Event
of Default" shall mean any of those conditions or events listed in Section 7.1 of this Agreement.

"Financial
Statements" shall mean all historical balance sheets and earnings statements and other financial data which have been furnished to the Bank for the purposes of, or in
connection with, this Agreement and the transactions contemplated hereby, including without limit balance sheets, statements of income, retained earnings and cash flow, and all footnotes.

"Financing
Statement" shall mean UCC financing statement(s) describing the Bank as secured party and the Borrower as debtor covering the Collateral and otherwise in such form, for filing
in such jurisdictions and with such filing offices, as the Bank shall reasonably deem necessary or advisable.

"Fixed
Charge Coverage Ratio" shall mean, as of any applicable date of determination, the ratio of Borrower's (i) EBITDA for the four quarter period ending as of the date of such
determination to (ii) the sum of its current maturities on Debt, interest expense and tax liability during the period of determination and any Capital Expenditures made by it during such period
of determination, and Capital Lease Obligations payable during such period of determination.

"GAAP"
shall mean, as of any applicable date of determination, generally accepted accounting principles consistently applied.

"Indebtedness"
shall mean all loans, advances, indebtedness, obligations and liabilities of the Borrower to the Bank under the Notes, this Agreement and the Documents, together with all
other indebtedness, obligations and liabilities whatsoever of the Borrower to the Bank, whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or
several, due or to become due, now existing or hereafter arising.

"Legal
Rate" shall mean at the particular time in question the maximum rate of interest which, under applicable law, the Bank is then permitted to charge on the Indebtedness. If the
maximum rate of interest which, under applicable law, the Bank is permitted to charge on the Indebtedness shall change after the date hereof, the Legal Rate shall be automatically increased or
decreased, as the case may be, from time to time as of the effective time of each change in the Legal Rate without notice to the Borrower. For purposes of determining the Legal Rate under the
Applicable Law of the State of Texas, the applicable rate ceiling shall be (a) the indicated rate ceiling described in and computed in accordance with the provisions of Section (a)
(I) of Art. 1.04, or (b) if the parties subsequently contract as allowed by applicable law, the quarterly ceiling or the annualized ceiling computed pursuant to Section (d) of
Art. 1.04; provided, however, that at any time the indicated rate ceiling, the quarterly ceiling of the annualized ceiling shall be less than 18% per annum or more than 24% per annum, the provisions
of Sections (b)(1) and (2) of said Art. 1.04 shall control for purposes of such determination, as applicable.

"Loan"
shall mean, individually and/or collectively as the context may require, the Advances evidenced by the Note.

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"Location"
shall mean each of the Borrower's locations for transacting business listed on Exhibit "C" hereto.

"Maturity
Date" shall mean January 31, 2004.

"Net
Income" shall mean the net income (or loss) of a person for any period determined in accordance with GAAP.

"Net
Proceeds" shall mean, with respect to any sale or disposal of any assets of Borrower (including but not limited to the sale of the Pledged Shares), the net proceeds of such event
after reasonable expenses associated with such sale or disposal (including reasonable commissions, legal and accounting fees and expenses).

"Net
Worth" shall mean, as of the date of any determination thereof, the sum of Borrower's shareholders' equity, determined in accordance with GAAP plus the principal amount of any
Subordinate Debt then outstanding.

"Note"
shall mean the promissory note executed and delivered by Borrower to Bank pursuant to Section 2.3 of this Agreement in the form of Exhibit "A" to this Agreement.

"Pawn
Ticket" shall mean, for each Eligible Account, a duly executed and completed pawn ticket in the form of one of the pawn ticket formats attached as Exhibit "D" hereto.

"PBGC"
shall mean the Pension Benefit Guaranty Corporation or any person succeeding to the present powers and functions of the Pension Benefit Guaranty Corporation.

"Permitted
Liens" shall mean:

(a)  Liens
and encumbrances in favor of the Bank;

(b)  Liens
for taxes, assessments or other governmental charges incurred in the ordinary course of business and for which no interest, late charge or penalty is attaching or
which is being contested in good faith by appropriate proceedings and, if requested by the Bank, bonded in an amount and manner satisfactory to the Bank;

(c)  Liens,
not delinquent, created by statute in connection with worker's compensation, unemployment insurance, social security and similar statutory obligations;

(d)  Liens
of mechanics, materialmen, carriers, warehousemen or other like statutory or common law liens securing obligations incurred in good faith in the ordinary course of
business that are not yet due and payable; and

(e)  Encumbrances
consisting of existing or future zoning restrictions, existing recorded rights-of-way, existing recorded easements, existing
recorded private restrictions or existing or future public restrictions on the use of real property, none of which materially impairs the use of such property in the operation of the business for
which it is used and none of which is violated in any material respect by any existing or proposed structure or land use; and

(f)    Purchase
money security interests securing indebtedness or lease obligations incurred in connection with Borrower's purchases or leases of fixed assets, to the extent
that the aggregate amount of such obligations at any time outstanding does not excess Five Hundred Thousand Dollars ($500,000).

"Person"
or "person" shall mean any individual, corporation, partnership, joint venture, association, trust, unincorporated association, joint stock company, government, municipality,
political subdivision or agency, or other entity.

"Pledge
Agreement" shall mean a pledge agreement, in form and content satisfactory to Bank, pursuant to which Borrower grants to Bank a first priority perfected security interest in the
Pledged Shares.

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"Pledged
Shares" shall mean shares of capital stock or other ownership interests in Sanders Morris Harris Group Inc. pledged by Borrower to Bank pursuant to a Pledge Agreement
which Pledged Shares shall constitute one hundred percent (100%) of all of the issued capital stock of Sanders Morris Harris Group Inc. with Bank's recourse limited to One Million Dollars
($1,000,000).

"Prime-based
Loan" shall mean a Loan at any time during such Loan bears interest at a Prime-based Rate.

"Prime-based
Rate" shall mean the Prime Rate in effect from time to time plus two percent (2.0%).

"Prime
Rate" shall mean that annual rate of interest designated by the Bank as its prime rate, which rate may not be the lowest rate of interest charged by the Bank to any of its
customers, and which rate is changed by the Bank from time to time.

"Reserve
Amount" shall mean, as of the date of any calculation thereof, the amount determined by multiplying:

(a)  total
Eligible Other Accounts as of determination by

(b)  the
percentage of the amount of Borrower's accounts evidenced by Pawn Tickets which were forfeited to Borrower in the quarter preceding the date of calculation.

"Request
for Loan" shall mean a request for loan delivered by Borrower to Bank in the form of Exhibit "B" to this Agreement, pursuant to Section 2.2 of this Agreement.

"Revolving
Loan" or "Revolving Loans" shall mean the revolving credit loans to be advanced to Borrower pursuant to Section 2.2 hereof.

"Revolving
Maximum" shall mean, as of any date, the lesser of: (a) the Commitment Amount, or (b) the Borrowing Base Amount.

"Security
Agreements" shall mean the Security Agreement by Borrower pursuant to which the Borrower grants to the Bank a first priority security interest in all Accounts, Chattel Paper,
Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments and Inventory, Machinery and Equipment of the Borrower, wherever located and whether now owned or hereafter acquired, together
with all replacements thereof, substitutions therefor, accessions thereto and all proceeds and products of all the foregoing. Borrower hereby reaffirms, ratifies and reissues the security agreement
previously executed and delivered in connection with the Prior Agreement, as fully as if such document were being re-executed as of the date hereof and hereby reaffirms and regrants to
Bank all of the security interests, rights and remedies described therein.

"Subordinate
Debt" shall mean indebtedness of Borrower payment of which, and any security for which, is made subordinate to Borrower's indebtedness to Bank and liens and security
interests granted to Bank pursuant to a written subordination agreement in form and context satisfactory to Bank.

"Store
Contribution" shall mean for any Location, total store revenues generated at such Location less direct operating expenses for such Location determined in a manner consistent with
those used by Borrower in preparation of its Securities and Exchange Commission filings and press releases as of the date of this Agreement.

"Tangible
Net Worth" shall mean, as of the date of any determination thereof, (i) Borrower's Net Worth, minus (ii) the amount of all assets classified as intangible assets
(including goodwill, trade names, trade marks, patents, copyrights and unamortized debt discount and expense), all determined in accordance with GAAP.

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"Transaction"
shall mean the: (i) completion of the Acquisition and (ii) the merger of C/M Holdings, Inc. into Borrower with Borrower as the surviving entity, all in
accordance with applicable requirements of Delaware law.

"UCC"
shall mean the Uniform Commercial Code in effect with respect to the jurisdictions of the various Locations.

1.2Accounting Terms.All accounting terms not specifically defined in this Agreement shall be construed in
accordance with GAAP.

1.3Singular and Plural.Where the context herein requires, the singular number shall be deemed to include the
plural, the masculine gender shall include the feminine and neuter genders, and vice versa.

2.1Loans.Subject to the terms and conditions of this Agreement, the Bank agrees to make Advances to the
Borrower from the date hereof until the Maturity Date, in aggregate principal amount at any time outstanding not to exceed the Revolving Maximum.

2.2Requests for Loans.Borrower may request an Advance by delivery to Bank of a Request for Loan executed by an
authorized officer Borrower and subject to the following:

(a)  each
such Request for Loan shall set forth the information required on the Request for Loan form;

(b)  each
such Request for Loan shall be delivered to Bank by 10:00 a.m. (Detroit time) on such proposed date; and

(c)  each
Request for Loan shall constitute a certification by the Borrower as of the date thereof that all of the conditions set forth in Article 3hereof are satisfied as of the date of such request and
shall be satisfied as of the date such Advance is requested.

2.3Note.The Revolving Loan shall be evidenced by a Note in the form of Exhibit "A" hereto executed by
Borrower.

2.4Payments of Principal.The principal of the Note shall be payable (unless sooner accelerated pursuant to the
terms of this Agreement) on the Maturity Date, when the entire balance then outstanding and all accrued and unpaid interest thereon, shall be due and payable.

2.5Interest.The principal balance of each Advance from time to time outstanding under each Note shall bear
interest at the Applicable Interest Rate. Interest shall be payable on all Advances, monthly, on the first Business Day of each month.

2.6Preparation and Closing Fees.Simultaneously with the execution of this Agreement, the Borrower shall pay to
the Bank the amount of the expenses (including without limit reasonable attorneys' fees, whether of inside or outside counsel, and disbursements) incurred by the Bank in connection with the
preparation and closing of this Agreement and related instruments and/or making of advances hereunder, including but not limited to costs to conduct audits, monitoring and appraisals.

2.7Basis of Computation.The amount of all interest and fees hereunder shall be computed for the actual number
of days elapsed on the basis of a year consisting of three hundred sixty (360) days.

2.8Basis of Payments.All sums payable by the Borrower to the Bank under this Agreement or the other documents
contemplated hereby shall be paid directly to the Bank at its office set forth in Section 8.10 hereof in immediately available United States funds, without set off, deduction or counterclaim.
Borrower hereby authorizes and request Bank to debit Borrower's checking or deposit or other accounts with the Bank for all or a part of any such amounts when due, provided, however, that

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this authorization shall not affect the Borrower's obligation to pay, when due, any Indebtedness whether or not account balances are sufficient to pay amounts due.

2.9Receipt of Payments.Any payment of the Indebtedness made by mail will be deemed tendered and received only
upon actual receipt by the Bank at the address designated for such payment, whether or not the Bank has authorized payment by mail or any other manner, and shall not be deemed to have been made in a
timely manner unless received on the date due for such payment, time being of the essence. The Borrower expressly assumes all risks of loss or liability resulting from non-delivery or
delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by the Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on
account only.

2.10Default Interest.Notwithstanding anything herein to the contrary, in the event and so long as an Event of
Default shall exist, all principal outstanding under the Note shall bear interest, payable on demand, from the date of such Event of Default at a rate per annum equal to three percent (3%) above the
Prime-base Rate.

2.11Collateral Monitoring Fee.Borrower shall pay Bank monthly, on the first Business Day of each month, a
collateral monitoring fee equal to Five Hundred Dollars ($500) for each Revolving Loan.

2.12Mandatory Repayment.Immediately upon receipt of any proceeds from any sale or other disposal of the
Pledged Shares by Borrower or dividends and all other distributions at any time payable or receivable on account of the Collateral pursuant to the terms of the Pledge Agreement: (a) the
Commitment shall be automatically and permanently reduced by an amount equal to the Net Proceeds thereof, and (b) Borrower shall deliver the Net Proceeds of such sale or other disposition, in
the form received, to Bank for application on Advances then outstanding under the Loan.

2.13Commitment Reduction.Upon at least three (3)Business Days prior written notice to Bank, Borrower may
permanently reduce the Commitment Amount, in whole or part provided that:

(a)  each
partial reduction of the Commitment Amount shall be in an amount of One Million Dollars ($1,000,000) or a greater integral multiple thereof; and

(b)  the
Borrower shall prepay the Loan in the amount, if any, by which the aggregate amount of Loan then outstanding would otherwise exceed the Commitment Amount as reduced,
together with interest thereon to the date of prepayment.

The
obligations of the Bank under this Agreement are subject to the satisfaction of each of the following conditions:

3.1Documents Executed and Filed.The Borrower shall have executed (or caused to be executed) and delivered to
the Bank and, as appropriate, there shall have been filed or recorded with such filing or recording offices as the Bank shall deem appropriate, the following:



(e)    Acknowledgements
of Borrower's landlords with respect to each Location, together with true copies of each Lease for such Locations.

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3.2Certified Resolutions.The Borrower shall have furnished to the Bank a copy of resolutions of the Board of
Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the borrowing hereunder, the Note and the Documents to which Borrower is party, which shall have been
certified by the Secretary or Assistant Secretary of the Borrower as being complete, accurate and in effect.

3.3Certified Articles.The Borrower shall have furnished to the Bank a copy of the Articles of Incorporation
including all amendments thereto and restatements thereof, and all other charter documents of the Borrower, which shall have been certified by the jurisdiction of organization of the respective
parties thereto.

3.4Certified Bylaws.The Borrower shall have furnished to the Bank a copy of the Bylaws of the Borrower,
including all amendments thereto and restatements thereof, which shall have been certified by the Secretary or Assistant Secretary of the Borrower, as being complete, accurate and in effect.

3.5Certificate of Good Standing.The Borrower shall have furnished to the Bank a certificate of good standing
with respect to the Borrower certified by the Secretary of State for the States of Alabama, Delaware, Georgia, North Carolina, South Carolina, and Texas and any other jurisdiction in which Borrower
transacts business.

3.6Certificate of Incumbency.The Borrower shall have furnished to the Bank a certificate of the Secretary or
Assistant Secretary of the Borrower, as to the incumbency and signatures of the officers of the Borrower signing this Agreement, the Note and Documents.

3.7UCC Lien Search.The Bank shall have received UCC record and copy searches, evidencing the appropriate
filing and recording of the Financing Statement and disclosing no notice of any liens or encumbrances filed against any of the Collateral.

3.8Casualty Insurance.The Borrower shall have furnished to the Bank, in form, content and amounts and with
companies satisfactory to the Bank, casualty insurance policies with loss payable clauses in favor of the Bank, relating to the assets and properties (including, but not limited to, the Collateral) of
the Borrower.

3.9Bankruptcy Orders.Bank shall have received a true copy of the Order (I) Granting Final Approval to
Debtors' Disclosure Statement; and (II) Confirming Debtor's Plan of Reorganization, dated May 20, 2002 entered by the Bankruptcy Court in the Case.

3.10Evidence of Transactions.Bank shall have received evidence satisfactory to it that, immediately upon the
initial funding of the Loan, the Acquisition will be completed and the Transaction will be fully effected, including but not limited to receipt by Bank of the certificate of merger filed with the
Delaware Secretary of State, such that the Borrower shall be the surviving entity and thereby succeed to C/M Holdings, Inc.'s right,title and
interest in the capital stock of Sanders Morris Harris Group Inc.

3.11Opinion of Counsel.Borrower shall have caused its legal counsel to deliver to Bank a legal opinion
covering such matters as Bank shall require, and otherwise in form and content satisfactory to Bank.

3.12Approval of Bank Counsel.All actions, proceedings, instruments and documents required to carry out the
transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall have been satisfactory to and approved by legal counsel for the Bank, and said counsel shall
have been furnished with such certified copies of actions and proceedings and such other instruments and documents as they shall have reasonably requested.

3.13Remittance Basis Loans.Borrower agrees that, with respect to indebtedness of Borrower in excess of Five
Thousand Dollars ($5,000) hereunder and under the Loans, it shall at its sole expense

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establish and maintain: (i) a United States Post Office lock box (the "Lock Box"), to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, from time to time,
to remove contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to
Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices; and
(ii) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the "Cash Collateral Account") to which Bank shall have exclusive access and
control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Cash Collateral
Account, and Borrower, at Bank's request, shall include a like statement on all invoices. Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock
Box and the Cash Collateral Account. Borrower acknowledges that all items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of
Borrower to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, (i) be applied to the payment of the indebtedness of Borrower hereunder
after three days' clearance, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral
Account.

3.14Bank Accounts.Borrower shall have established with Bank, deposit accounts for all of its accounts and such
lock box, dominion of funds and cash collateral accounts or arrangements as required by Bank in order to establish and maintain the Loans on a "remittance basis" to which collection of Borrower's
accounts receivable shall be automatically applied in reduction of the outstanding balances of the Loan and any fees or expenses payable hereunder.

3.15Additional Equity.Borrower shall have delivered to Bank evidence, in form and content satisfactory to Bank
in its sole discretion, that C/M Holdings, Inc. has provided an additional $1,200,000 in equity to Borrower.

On
a continuing basis from the date of this Agreement until the Indebtedness is paid in full and the Borrower has performed all of its other obligations hereunder, the Borrower
represents and warrants that:

4.1Corporate Existence and Power.(a) The Borrower is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware; (b) it has the power and authority to own its properties and assets and to carry out its business as now being conducted and is
qualified to do business and in good standing in every jurisdiction wherein such qualification is necessary and (c) the Borrower has the power and authority to execute, deliver and perform this
Agreement, to borrow money in accordance with its terms, to execute, deliver and perform the Note and other Documents to which it is party and to grant to the Bank liens and security interests in the
Collateral as hereby contemplated and to do any and all other things required of it hereunder.

4.2Authorization and Approvals.The execution, delivery and performance of this Agreement, the borrowings
hereunder and the execution, delivery and performance of the Note, the other Documents: (a) have been duly authorized by all requisite corporate action of the Borrower (b) except for the
filing of the Financing Statement, do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body,
(c) will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or Bylaws of the Borrower, any provision of any indenture,
note, agreement or other instrument to which any of them are a party, or by which any of their properties or assets are bound, (d) will not be in conflict with, result in a breach of or
constitute (with or without notice or passage of time) a default under any such indenture, note, agreement or other instrument, and (e) will not result

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in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Borrower, other than in favor of the Bank and as contemplated
hereby.

4.3Valid and Binding Agreement.This Agreement and the Documents will be, when delivered, valid and binding
obligations of the Borrower, in accordance with its respective terms except to the extent enforceability thereof may be limited under applicable bankruptcy, moratorium, insolvency, rearrangement,
reorganization or similar debtor relief laws affecting the rights of creditors generally from time to time in effect.

4.4Actions, Suits or Proceedings.There are no actions, suits or proceedings, at law or in equity, and no
proceedings before any arbitrator or by or before any governmental commission, board, bureau, or other administrative agency, pending, or, to the best knowledge of the Borrower, threatened against or
affecting the Borrower or any properties or rights of the Borrower which, if adversely determined, could materially impair the right of it to carry on its business substantially as now conducted or
could have a material adverse effect upon its financial condition.

4.5No Liens, Pledges, Mortgage or Security Interests.Except for Permitted Liens, none of the Borrower's assets
and properties, including without limit the Collateral, are subject to any mortgage, pledge, lien, security interest or other encumbrances of any kind or character other than in favor of Bank and the
Permitted Liens.

4.6Accounting Principles.All consolidated and consolidating balance sheets, earnings statements and other
historical financial data furnished to the Bank for the purposes of, or in connection with, this Agreement and the transactions contemplated by this Agreement, have been prepared in accordance with
GAAP, and do or will fairly present the financial condition of the Borrower, as of the dates, and the results of its operations for the periods, for which the same are furnished to the Bank. Without
limiting the generality of the foregoing, the annual and quarterly Financial Statements have been prepared in accordance with GAAP (except as disclosed therein) and the monthly Financial Statements
have been prepared in a manner consistent with the calculations used in quarterly Financial Statements, and all of them fairly present the financial condition of the Borrower as of the dates, and the
results of its operations for the fiscal periods, for which the same are furnished to the Bank. The Borrower has no material contingent obligations, liabilities for taxes, long-term leases
or unusual forward or long-term commitments not disclosed by, or reserved against in, the Financial Statements.

4.7Financial Condition.The Borrower is solvent, able to pay its respective debts as they mature, has capital
sufficient to carry on its business and has assets the fair market value of which exceed its liabilities, and the Borrower will not be rendered insolvent, under-capitalized or unable to pay maturing
debts by the execution or performance of this Agreement or the other documents contemplated hereby. There has been no material adverse change in the business, properties or condition (financial or
otherwise) of the Borrower since the date of the latest of the Financial Statements.

4.8Taxes.The Borrower has filed by the due date therefor all federal, state and local tax returns and other
reports it is required by law to file, has paid or caused to be paid all taxes, assessments and other governmental charges that are shown to be due and payable under such returns, and has made
adequate provision for the payment of such taxes, assessments or other governmental charges which have accrued but are not yet payable except to the extent such taxes have been adequately reserved
against by Borrower and the delay in payment thereof will not result in imposition of penalties in excess of Fifteen Thousand Dollars ($15,000). The Borrower has no knowledge of any deficiency or
assessment in connection with any taxes, assessments or other governmental charges not adequately disclosed in the Financial Statements.

4.9Compliance with Laws.The Borrower has complied with all applicable laws, to the extent that failure to
comply would materially interfere with the conduct of the business of the Borrower as presently conducted.

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4.10Indebtedness.Except as permitted under Section 6.4 hereof, the Borrower has no indebtedness for
money borrowed or any direct or indirect obligations under any leases (whether or not required to be capitalized under GAAP) or any agreements of guarantee or surety except for the endorsement of
negotiable instruments by the Borrower in the ordinary course of business for deposit or collection.

4.11Material Agreements.Except as disclosed onSchedule 4.11attached hereto, the Borrower has no material leases,
contracts or commitments of any kind (including, without limitation, employment agreements, collective bargaining
agreements, powers of attorney, distribution contracts, patent or trademark licenses, bonus, pension and retirement plans, or accrued vacation pay, insurance and welfare agreements); to the best
knowledge of Borrower, all parties to such agreements have complied with the provisions of such leases, contracts or commitments; and to the best knowledge of the Borrower, no party to such agreements
is in default thereunder, nor has there occurred any event which with notice or the passage of time, or both, would constitute such a default.

4.12Margin Stock.The Borrower is not engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, and no part
of the proceeds of any Loan hereunder will be used, directly or indirectly, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin
stock.

4.13Pension Funding.The Borrower has not incurred any accumulated funding deficiency within the meaning of
ERISA or incurred any liability to the PBGC in connection with any employee benefit plan established or maintained by the Borrower and no reportable event or prohibited transaction, as defined in
ERISA, has occurred with respect to such plans.

4.14Misrepresentation.No warranty or representation by the Borrower contained herein or in any certificate or
other document furnished by the Borrower pursuant hereto contains any untrue statement of material fact or omits to state a material fact necessary to make such warranty or representation not
misleading in light of the circumstances under which it was made.

4.15Hazardous Materials Warranties, Representations and Covenants.

(a)  Borrower
is not party to any litigation or administrative proceeding, nor so far as is known by Borrower, is any litigation or administrative proceeding threatened
against it, which in either case (a) asserts or alleges that Borrower violated any federal, state or local laws, ordinances, statutes, rules, regulations or judgments governing the use,
storage, transportation, or disposal of Hazardous Materials ("Environmental Laws"), (b) asserts or alleges that Borrower is required to clean up, remove, or take remedial or other response
action due to the disposal, depositing discharge, leaking or other release of any Hazardous Materials, (c) asserts or alleges that Borrower is required to pay all or a portion of the cost of
any past, present, or future clean up, removal or remedial or other response action which arises out of or is related to the disposal, depositing, discharge, leaking or other release of any Hazardous
Material by any one of them.

(b)  To
the best knowledge of Borrower, there are no conditions existing currently or likely to exist during the term of this Agreement which would subject the Borrower to
damages, penalties, injunctive relief or clean up costs under any Environmental Laws or which require or are likely to require clean up, removal, remedial action or other response pursuant to
Environmental Laws by Borrower.

(c)  The
Borrower is not subject to any judgment, decree, order or citation related to or arising under the Environmental Laws and Borrower has not received any notice
("Environmental Complaint") of any violations of Environmental Laws (and, within five days of receipt of any Environmental Complaint the Borrower shall deliver to the Bank a copy thereof), and to the
best of Borrower's knowledge, there have been no actions commenced or threatened by any party for noncompliance with any Environmental Laws.

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(d)  The
Borrower has all permits, licenses, approvals and other authorizations required under the Environmental Laws.

(e)  The
Borrower covenants and agrees that it shall not use, introduce or maintain Hazardous Materials in any premises which they may from time to time occupy other than in
strict accordance and compliance with Environmental Laws.

(f)    Borrower
agrees that it shall promptly notify Bank in writing as soon as Borrower becomes aware of any condition or circumstance which makes the environmental
warranties, representations and covenants contained herein incomplete or inaccurate in any material respect as of any date.

(g)  In
the event of any condition or circumstance that makes any environmental representation, warranty or covenant incomplete or inaccurate in any material respect as of
any date, Borrower shall, at the request of Bank, at the sole expense of Borrower, retain an environmental consultant acceptable to Bank, to conduct a thorough and complete environmental assessment in
respect of any
environmental concerns of Bank arising from that changed condition or circumstance. A copy of said assessment will be addressed to Bank and promptly delivered to Bank, Borrower upon completion.

(h)  In
the event of a violation of Environmental Laws, whether discovered pursuant to an environmental consultant's assessment or otherwise, Borrower covenants and agrees to
complete all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials on or affecting premises or property
occupied or used by Borrower, whether caused by the Borrower or a third party, in accordance with Environmental Laws to the satisfaction of Bank, and in accordance with the directives of all federal,
state, and local governmental authorities.

(i)    At
any time Borrower, directly or indirectly through any professional consultant or other representative, determines to undertake an environmental audit, assessment or
investigation, Borrower shall promptly provide Bank with written notice of the initiation of the environmental audit/assessment, fully describing the purpose and intended scope of the said
audit/assessment. Upon receipt, Borrower shall promptly provide Bank copies of all final findings and conclusions of any such environmental investigation. Preliminary findings and conclusions shall be
provided if final reports have not been completed and delivered to Bank within sixty days following completion of the preliminary findings and conclusions.

(j)    Borrower
hereby indemnifies, saves and holds Bank and any of its past, present and future officers, directors, shareholders, employees, representatives and consultants
harmless from any and all loss damages, suits, penalties, costs, liabilities and expenses (including, but not limited to reasonable investigation, environmental audit(s), and legal expenses), arising
out of any claim, loss or damages of any property, injuries to or death of persons, contamination of or adverse effects on the environment, or any violation of any Environmental Laws, caused by or in
any way related to the real property of Borrower, or due to any acts of Borrower or its officers, directors, shareholders, employees, consultants and/or representatives; provided, however, that the
foregoing indemnifications shall not be applicable when arising from events or conditions occurring while the Bank is in sole possession (subject to the rights of any creditors of Borrower) of the
real property of Borrower. In no event shall Borrower be liable hereunder for any loss, damages, suits, penalties, costs, liabilities or expenses arising solely from any act or willful misconduct or
gross negligence of Bank or its agents or employees. It is expressly agreed and understood by Borrower that the indemnifications granted herein are intended to protect Bank, its past, present and
future officers, directors, shareholders, employees, consultants and representatives from any claims that may arise by reason of any security interest, liens and/or mortgages granted to Bank, or under
any other document or agreement given to secure repayment of the Indebtedness, whether or not such claims arise before or after Bank has foreclosed upon and/or otherwise becomes the owner of any such
property, real or personal. All obligations of indemnity as provided hereunder shall be supported and secured by any Documents executed by Borrower in favor

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of Bank. The indemnifications contained herein extend to shareholders of Bank qua shareholders only, and nothing contained herein shall be construed to prevent Borrower from asserting any claim
whatsoever against any party or entity that occasions any adverse environmental effects or any violation of any Environmental Laws upon or in any way related to the real property of Borrower, whether
or not such party or entity is a shareholder of Bank.

(k)  In
the event any mortgage securing the Indebtedness is foreclosed or the Borrower tenders a deed in lieu of foreclosure, the Borrower shall deliver the premises to the
Bank free of any and all Hazardous Materials to the extent necessary so that the condition of the premises shall not be a violation of any Environmental Laws.

(l)    The
provisions of this section shall be in addition to any and all other obligations and liabilities the Borrower may have to the Bank at common law or pursuant to any
other agreement and shall survive (i) the repayment of the Indebtedness, (ii) the satisfaction of all of the other obligations of the Borrower hereunder and under the other Documents,
(iii) the discharge of the Mortgage, and (iv) the foreclosure of the Mortgages or acceptance of a deed in lieu thereof.

(m)  "Hazardous
Materials" includes, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances
or related materials defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation
Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et seq.) and in the regulations adopted and publications
promulgated pursuant thereto, or any other federal, state or local governmental law, ordinance, rule, or regulation.

On
a continuing basis from the date of this Agreement until the Indebtedness is paid in full and the Borrower has performed all of its other obligations hereunder, the Borrower covenants
and agrees that it will:

5.1Financial and Other Information.



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5.2Compliance with Borrowing Formula.In the event that at any time, the aggregate principal amount of Advances
exceeds the Revolving Maximum, immediately pay to Bank for application against such Advances, an amount sufficient to eliminate such excess.

5.3New Locations.With respect to each Location hereafter acquired or opened by Borrower, provide Bank with
such Financing Statements, Landlord acknowledgements and other documents as Bank shall require in connection therewith.

5.4Insurance.Keep its insurable properties (including but not limited to the Collateral) adequately insured
and maintain (a) insurance against fire and other risks customarily insured against under an "all-risk" policy and such additional risks customarily insured against by companies
engaged in the same or a similar business to that of the Borrower, (b) necessary worker's compensation insurance, (c) public liability and product liability insurance, and
(d) such other insurance as may be required by law or as
may be reasonably required in writing by the Bank, all of which Insurance shall be in such amounts, containing such terms, in such form, for such purposes, prepaid for such time period, and written by
such companies as shall be satisfactory to the Bank. All such policies shall contain a provision whereby they may not be canceled or amended except upon thirty (30) days' prior written notice
to the Bank. The Borrower will promptly deliver to the Bank, at the Bank's request, evidence satisfactory to the Bank that such insurance has been so procured and, with respect to casualty insurance,
made payable to the Bank. If the Borrower fails to maintain satisfactory insurance as herein provided, the Bank shall have the option to do so, and the Borrower agrees to repay the Bank upon demand,
with interest at the Prime-based Rate then in effect for the Revolving, all amounts so expended by the Bank. The Borrower hereby appoints the Bank or any employee or agent of the Bank as the
Borrower's attorney-in-fact, which appointment is coupled with an interest and irrevocable, and authorizes the Bank or any employee or agent of the Bank, on behalf of the
Borrower, to adjust and compromise any loss under said insurance and to endorse any check or draft payable to the Borrower in connection with returned or unearned premiums on said insurance or the
proceeds of said insurance, and any amount so collected shall be applied toward repair and/or replacement of the Collateral to which such casualty occurred or satisfaction of the Indebtedness in
accordance in accordance with the provisions governing such application in the Documents pursuant to which Bank's Liens on such Collateral were granted.

5.5Taxes.Pay in accordance with commercially reasonable practices and within the time that they can be paid
without late charge, penalty or interest all taxes, assessments and similar imposts and charges of every kind and nature lawfully levied, assessed or imposed upon the Borrower, and its property,
except to the extent being contested in good faith and, if requested by the Bank, bonded in an amount and manner satisfactory to the Bank. If the Borrower shall fail to pay such taxes and assessments
within the time they can be paid without penalty, late charge or interest the Bank shall have the option to do so, and the Borrower agrees to repay the Bank upon demand, with interest at the
Prime-based Rate from time to time in effect under the Revolving Note, all amounts so expended by the Bank.

5.6Maintain Corporation and Business.Do or cause to be done all things necessary to preserve and keep in full
force and effect the Borrower's corporate existence, and material rights and franchises and comply with all material respects with applicable laws, continue to conduct and operate its business
substantially as conducted and operated during the present and preceding calendar year, at all times maintain, preserve and protect all material franchises and trade names and property and keep the
same in good repair, working order and condition, and from time to time make, or cause to be made, all

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needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all
times.

5.7ERISA.(a) At all times meet the minimum funding requirements of ERISA with respect to the Borrower's
employee benefit plans subject to ERISA, (b) promptly after the Borrower knows or has reason to know (i) of the occurrence of any event, which would constitute a reportable event or
prohibited transaction under ERISA, or (ii) that the PBGC or the Borrower has instituted or will institute proceedings to terminate an employee pension plan, deliver to the Bank a certificate
of the chief financial officer of the Borrower setting forth details as to such event or proceedings and the action which the Borrower proposes to take with respect thereto, together with a copy of
any notice of such event which may be required to be filed with the PBGC, and (c) furnish to the Bank (or cause the plan administrator to furnish the Bank) a copy of the annual return
(including all schedules and
attachments) for each plan covered by ERISA, and filed with the Internal Revenue Service by the Borrower not later than ten (10) days after such report has been so filed.

5.8Availability.Maintain a minimum ongoing unused Borrowing Base Amount availability of not less than Five
Hundred Thousand Dollars ($500,000).

On
a continuing basis from the date of this Agreement until the Indebtedness is paid in full and the Borrower has performed all of its other obligations hereunder, the Borrower covenants
and agrees that it will not, without the Bank's prior written consent:

6.1Dividends.Declare or pay any cash dividends on, or make any other cash distributions (whether by reduction
of capital or otherwise) with respect to any shares of its capital stock, other than dividends payable on the Borrower's Series A and B preferred stock which may be declared and paid by
Borrower as and when required under Section 2.01 of the Certificate of Designations related thereto so long as, both at the time of the declaration thereof and after giving effect to the
payment of such dividends, no Default or Event of Default shall be existing.

6.2Stock Acquisition.Purchase, redeem, retire or otherwise acquire any of the shares of its capital stock, or
make any commitment to do so other than purchases, redemptions and acquisitions for amounts not exceeding, (in aggregate) Five Hundred Thousand Dollars ($500,000) made during such times as no Default
or Event of Default is existing.

6.3Liens and Encumbrances.Create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security
interest, lien or charge of any kind upon any of its property or assets (including without limit any charge upon property purchased or acquired under a conditional sales or other title retaining
agreement or lease required to be capitalized under GAAP) whether now owned or hereafter acquired, other than:



6.4Indebtedness.Incur, create, assume or permit to exist any indebtedness or liability on account of deposits
or advances or any indebtedness or liability for borrowed money, or any other indebtedness or
liability evidenced by notes, bonds, debentures or similar obligations, or any other indebtedness whatsoever, except for:

(a)  the
Indebtedness;

(b)  existing
indebtedness to the extent set forth on attached Schedule 6.4 hereto;

(c)  indebtedness
secured by Permitted Liens.

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6.5Extension of Credit.Make loans, advances or extensions of credit to any Person, except (a) loans and
advances to Borrower's customers evidenced by Pawn Tickets; and (b) advances to employees of Borrower not exceeding Fifty Thousand Dollars ($50,000) in aggregate at any time outstanding; and
(c) loans to Borrower's franchisees not to exceed (i) One Hundred Fifty Thousand Dollars ($150,000) in any instance, or (ii) Three Hundred Thousand Dollars ($300,000) during any
fiscal year provided that, promptly upon the making of any such loan, Borrower delivers and collaterally assigns to Bank all of Borrower's interest in a note evidencing such loan and any security
therefor.

6.6Guarantee Obligations.Guarantee or otherwise, directly or indirectly, in any way be or become responsible
for obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person, agreement for the furnishing of funds to any other Person through the furnishing of goods,
supplies or services, by way of stock purchase, capital contribution, advance or loan, for the purpose of paying or discharging (or causing the payment or discharge of) the indebtedness of any other
Person, or otherwise, except for the endorsement of negotiable instruments by the Borrower in the ordinary course of business for deposit for collection.

6.7Subordination of Receivables.Subordinate any indebtedness due to it from a Person to indebtedness of other
creditors of such Person.

6.8Property Transfer, Merger or Lease-Back.(a) Sell, lease, transfer or otherwise dispose
of properties and asset, having an aggregate book value of more than One Hundred Thousand Dollars ($100,000), (whether in one transaction or in a series of transactions) except as to the sale of
inventory in the ordinary course of business; (b) change its name, consolidate with or merge into any other corporation, permit another corporation to merge into it (other than the
Transaction), acquire all or substantially all the properties or assets of any other Person (other than the Transaction), enter into any reorganization or recapitalization or reclassify its capital
stock; or (c) enter into any sale-leaseback transaction.

6.9Acquire Securities.Purchase or hold beneficially any stock or other securities of, or make any investment
or acquire any interest whatsoever in, any other Person, except for certificates of deposit with maturities of one year or less of United States commercial banks with capital, surplus and undivided
profits in excess of $100,000,000 and direct obligations of the United States Government maturing within one year from the date of acquisition thereof.

6.10Pension Plan.(a) Allow any fact, condition or event to occur or exist with respect to any employee
pension or profit sharing plans established or maintained by it which might constitute grounds for termination of any such plan or for the court appointment of a trustee to administer any such plan,
or (b) permit any such plan to be the subject of termination proceedings (whether voluntary or involuntary) from which termination proceedings there may result a liability of the Borrower to
the PBGC which, in the opinion of the Bank, will have a materially adverse effect upon the operations, business, property, assets, financial condition or credit of the Borrower.

6.11Financial Covenants. Permit:



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Compliance
with the foregoing financial covenant shall be tested quarterly on a rolling four (4) quarter basis, commencing with the period beginning October 1, 2002 and
ending December 31, 2002, and monitored monthly by the Bank.



6.12Acquire/Open Stores.Purchase or acquire new Locations at any time, without prior written consent of the
Bank.



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7.2Acceleration of Indebtedness, Remedies.Upon the occurrence of an Event of Default, all Indebtedness shall
be due and payable in full immediately (without notice or demand in the case of an Event of Default of the type described in Section 7.1.6 above, and upon written notice from Bank in the case
of any other Event of Default) without presentation, demand, protest, notice of dishonor or other further notice of any kind, all of which are hereby expressly waived, and Bank shall have no further
commitment to make Advances. Unless all of the Indebtedness is then immediately fully paid, the Bank shall have and may exercise any one or more of the rights and remedies for which provision is made
for a secured party under the UCC, under the or for which provision is provided by law or in equity, including, without limitation, the right to take possession and sell, lease or otherwise dispose of
any or all of the Collateral and to set off against the Indebtedness any amount owing by the Bank to the Borrower and/or any property of the Borrower in possession of the Bank. The Borrower agrees,
upon request of the Bank, to assemble the Collateral and make it available to the Bank at any place designated by the Bank.

7.3Application of Proceeds.All of the Indebtedness shall constitute one loan secured by the Bank's security
interest in the Collateral and by all other security interests, mortgages, liens, claims, and encumbrances now and from time to time hereafter granted from the Borrower to the Bank. Upon the
occurrence of an Event of Default which is not cured within the cure period, if any, provided under Section 7.1, the Bank may in its sole discretion apply the Collateral to any portion of the
Indebtedness. The proceeds of any sale or other disposition of the Collateral authorized by this Agreement shall be applied by the Bank, first upon all expenses authorized by the UCC or otherwise in
connection with the sale and all reasonable attorneys' fees and legal expenses incurred by the Bank, the balance of the proceeds of such sale or other disposition shall be applied in the payment of
the Indebtedness, first to interest, then to principal, then to other Indebtedness and the surplus, if any, shall be paid over to the Borrower or to such other Person or Persons as may be entitled
thereto under applicable law. The

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Borrower shall remain liable for any deficiency, which the Borrower shall pay to the Bank immediately upon demand.

7.4Cumulative Remedies.The remedies provided for herein are cumulative to the remedies for collection of the
Indebtedness as provided by law, in equity or by any Document. Nothing herein contained is intended, nor shall it be construed, to preclude the Bank from pursuing any other remedy for the recovery of
any other sum to which the Bank may be or become entitled for the breach of this Agreement by the Borrower.

8.1Independent Rights.No single or partial exercise of any right, power or privilege hereunder, or any delay
in the exercise thereof, shall preclude other or further exercise of the rights of the parties to this Agreement.

8.2Covenant Independence.Each covenant in this Agreement shall be deemed to be independent of any other
covenant, and an exception illegality in one covenant shall not create an exception or illegality another covenant.

8.3Waivers and Amendments.No forbearance on the part of the Bank in enforcing any of its rights under this
Agreement or any other Document, nor any renewal, extension or rearrangement of any payment or covenant to be made or performed by the Borrower hereunder, shall constitute a waiver of any of the terms
of this Agreement or of any such right. No Default or Event of Default shall be waived by the Bank except in a writing signed and delivered by an officer of the Bank, and no waiver of any other
Default or Event of Default shall operate as a waiver of any Default or Event of Default or of the same Default or Event of Default on a future occasion. No other amendment, modification or waiver of,
or consent with respect to, any provision of this Agreement or any Note or other Documents shall be effective unless the same shall be in writing and signed and delivered by an officer of the Bank.

8.4Governing Law.This Agreement, and each and every term and provision hereof, shall be governed by and
construed in accordance with the internal law of the State of Michigan. If any provisions of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid or unenforceable provisions had never been contained herein. Borrower hereby consents to the
jurisdiction of the courts of the State of Michigan and to the Federal Courts which include the Eastern District of Michigan and their territorial institutions, for all proceedings relating to the
enforcement hereof or any indebtedness hereunder.

8.5Survival of Warranties, Etc.All of the Borrower's covenants, agreements, representations and warranties
made in connection with this Agreement and any document contemplated hereby shall survive the borrowing and the delivery of the Notes and shall be deemed to have been relied upon by the Bank,
notwithstanding any investigation heretofore or hereafter made by the Bank. All statements contained in any certificate or other document delivered to the Bank at any time by or on behalf of the
Borrower pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Borrower in connection with this Agreement.

8.6Costs and Expenses.The Borrower agrees that it will reimburse the Bank, upon demand, for all reasonable
costs and expenses incurred by the Bank in connection with (i) collecting or attempting to collect the Indebtedness or any part thereof, (ii) maintaining or defending the Bank's security
interests or liens (or the priority thereof), (iii) the enforcement of the Bank's rights or remedies under this Agreement or the other documents contemplated hereby, (iv) the preparation
or making of any amendments, modifications, waivers or consents with respect to this Agreement or the other documents contemplated hereby, and/or (v) any other matters or proceedings arising
out of or in connection with any lending arrangement between the Bank and the Borrower, which costs and expenses include

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without limit payments made by the Bank for taxes, insurance, assessments, or other costs or expenses which the Borrower is required to pay under this Agreement or the other documents contemplated
hereby, expenses related to the examination of the Collateral, audit expenses, court costs and
reasonable attorneys' fees (whether in-house or outside counsel is used, whether legal assistants are used, and whether such costs are incurred in formal or informal collection actions,
federal bankruptcy proceedings, probate proceedings, on appeal or otherwise), and all other costs and expenses of the Bank incurred in connection with any of the foregoing.

8.7Payments on Saturdays, Etc.Whenever any payment to be made hereunder shall be stated to be due on a
Saturday, Sunday or any other day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension, if any, shall be included in computing interest in
connection with such payment.

8.8Binding Effect.This Agreement shall inure to the benefit of and shall be binding upon the parties hereto
and their respective successors and assigns, provided, however, that the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of the Bank.

8.9Maintenance of Records.The Borrower will keep all of its records concerning its business operations and
accounting at its principal place of business. The Borrower will give the Bank prompt written notice of any change in its principal place of business, or in the location of its records.

8.10Notices.All notices and communications provided for herein or in any Document contemplated hereby or
required by law to be given shall be in writing (unless expressly provided to the contrary) and, if personally delivered, effective when delivered at the address below or, in the case of mailing,
effective two (2) days after sending by first class mail, postage prepaid, addressed as follows: (a) If to the Borrower, to: 2175 Old Concord Road SE, Suite 200, Smyrna, Georgia 30080,
Attention: Robert Schleizer, CFO, and (b) if to the Bank, to: Comerica Bank, 4100 Spring Valley Road, Suite 400, Dallas, Texas 75244, Attention: Barry T. Carroll, or to such other address as a
party shall have designated to the other in writing in accordance with this section. The giving of at least five (5) days notice before the Bank shall take any action described in any notice
shall conclusively be deemed reasonable for all purposes, provided, that this shall not be deemed to require the Bank to give five day notice or any notice if not specifically required in this
Agreement.

8.11Interest and Charges.It is not the intention of any parties to this Agreement to make an agreement in
violation of the laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Agreement, Bank shall ever be entitled to receive, collect or apply, as interest on the
Obligations, any amount in excess of the Legal Rate. If any Bank ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall be deemed a
partial repayment of principal and treated hereunder as such; and if principal is paid in full, any remaining excess shall be paid to the Borrower. In determining whether or not the interest paid or
payable, under any specific contingency, exceeds the Legal Rate, the Borrower and the Bank shall, to the maximum extent permitted under applicable law, (a) characterize any nonprincipal payment
as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total
amount of interest throughout the entire contemplated term of the Indebtedness so that the interest rate is uniform throughout the entire term of the indebtedness; provided; however, that if the
Indebtedness are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period
of existence thereof exceeds the Legal Rate, the Bank shall refund to the Borrower the amount of such excess or credit the amount of such excess against the total principal amount of the Indebtedness
owing, and in such event, the Bank shall not be subject to any penalties provided by any Applicable Law for contracting for, charging or receiving interest in excess of the Legal Rate. This Section
shall control every other provision of all agreements pertaining to the transactions contemplated by or contained herein.

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8.12Confidentiality.Bank agrees (on behalf of itself and each of its affiliates, directors, officers,
employees and representatives) to use reasonable precautions to keep confidential, in accordance with customary procedures for handling confidential information of this nature and in accordance with
safe and sound banking practices, any non-public information supplied to it by the Borrower pursuant to this Agreement which is identified by the Borrower as being confidential at the time
the same is delivered to Bank, provided that nothing herein shall limit the disclosure of any such information (a) to the extent required by applicable law, (b) to counsel for bank,
(c) to bank examiners, auditors or accountants of any Bank, (d) in connection with any liquidation to which any one Bank is a party, provided, further, that, unless specifically
prohibited by applicable law or court order, Bank shall, prior to disclosure thereof, notify the Borrower of any request for disclosure of any such non-public information (i) by any
governmental authority or representative thereof (other than any such request in connection with an examination of such Bank's financial condition by such Governmental authority), or
(ii) pursuant to legal process, or (e) to any assignee or participant (or prospective assignee or participant) so long as such recipient of such confidential information agrees to keep
such information confidential.

8.13Counterparts.This Agreement may be signed in any number of counterparts with the same effect as if the
signatures were upon the same instrument.

8.14Headings.Article and section headings in this Agreement are included for the convenience of reference only
and shall not constitute a part of this Agreement for any purpose.

8.15Waiver of Jury Trial.The Borrower and the Bank hereby
irrevocably waive the right to trial by jury with respect to any and all actions or proceedings at any time in which the Borrower and the Bank are parties arising out of this Agreement or the other
Documents.

IN
WITNESS WHEREOF, the Borrower and the Bank have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

| |  | PAWNMART, INC.                                                                     
| |  | -----------------------------------------------------------------------------------
| |  | By: /s/ROBERT W. SCHLEIZERIts: Executive Vice President and Chief Financial Officer
| |  | COMERICA BANK                                                                      
| |  | By: /s/BARRY T. CARROLLBarry T. Carroll
Its: Vice President                        

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EXHIBIT "A" REVOLVING NOTE

|$4,500,000 |  |  |  | Detroit, Michigan
August     , 2002
|---------- |  |  |  | -----------------------------------

FOR
VALUE RECEIVED, on or before the Maturity Date,PAWNMART, INC., a Delaware corporation promises to pay to the order of Comerica Bank, a Michigan
banking corporation ("Bank") at its main office at One Detroit Center, Detroit, Michigan, in lawful money of the United States
of America so much of the principal sum of FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000) as shall have been advanced and then be outstanding hereunder and all the accrued and unpaid interest
thereon.

Capitalized
terms used herein and not defined to the contrary have the meanings given them in the Revolving Credit Agreement of even date herewith between the undersigned and Bank
("Agreement") to which reference is hereby made.

Interest
on the Advances from time to time outstanding shall bear interest at the Applicable Interest Rate; provided, however, that in the event and so long as there shall exist an Event
of Default, the principal balance from time to time outstanding shall bear interest at the rates provided inSection 2.5of the Agreement.
Interest shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed.

This
Note is note under which advances, repayments and readvances may be made subject to the terms and conditions of the Agreement. This Note evidences borrowing under, is subject to, is
secured in accordance with, and may be matured under, the terms of the Agreement, to which reference is hereby made. As additional security for this Note, Company grants Bank a lien on all property
and assets including deposits and other credits of the Company, at any time in possession or control of or owing by Bank for any purpose.

Company
hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of
any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal,
which is now or hereafter security for this Note. Any transferees of, or endorser, guarantor or surety paying this Note in full may succeed to all rights of Bank, and Bank shall be under no further
responsibility for the exercise thereof or the loan evidenced hereby. Nothing herein shall limit any right granted Bank by other instrument or by law.

This
Note shall be governed by and construed in accordance with the laws of the State of Michigan.

| |  | PAWNMART, INC.
| |  | --------------
| |  | By:Its:       

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EXHIBIT "B"  REQUEST FOR LOAN

The undersigned authorized officer of PAWNMART, INC. ("Borrower") hereby submits this Request for Loan to COMERICA BANK ("Bank") pursuant to
Section 2.2 of the Revolving Credit Agreement ("Agreement") dated August 30, 2002 between Company and Bank.

Capitalized
terms used herein and not defined to the contrary have meanings given them in the Agreement.

Company:
(a) requests an Advance under the Note in the amount of $                        to be made
on                        , 200  , (b) certifies that all of the conditions
for the Advance requested hereby under the Agreement, are satisfied as of the date hereof and shall be satisfied as of the date for the requested Advance, and (c) directs Bank to disburse
proceeds of the Advance requested hereby as follows:

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.1

Executed
as of this            day of                        , 200  .

| |  | PAWNMART, INC.
| |  | --------------
| |  | By:Its:       

---

List
of exhibits and schedules to Revolving Credit Agreement between PawnMart, Inc. and Comerica Bank dated August 30, 2002 which are not filed herewith:

|Exhibit  |  | Description        
|-------- |  | -------------------
|C        |  | List of Locations  
|D        |  | Pawn Ticket Formats
|Schedule |  | Description        
|4.11     |  | Material Agreements
|6.4      |  | Indebtedness       

The
registrant will furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

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REVOLVING NOTE

|$4,500,000 |  |  |  | Detroit, Michigan
August 30, 2002
|---------- |  |  |  | ---------------------------------

FOR
VALUE RECEIVED, on or before the Maturity Date,PAWNMART, INC., a Delaware corporation promises to pay to the order of Comerica Bank, a Michigan
banking corporation ("Bank") at its main office at One Detroit Center, Detroit, Michigan, in lawful money of the United States
of America so much of the principal sum of FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000) as shall have been advanced and then be outstanding hereunder and all the accrued and unpaid interest
thereon.

Capitalized
terms used herein and not defined to the contrary have the meanings given them in the Revolving Credit Agreement of even date herewith between the undersigned and Bank
("Agreement") to which reference is hereby made.

Interest
on the Advances from time to time outstanding shall bear interest at the Applicable Interest Rate; provided, however, that in the event and so long as there shall exist an Event
of Default, the principal balance from time to time outstanding shall bear interest at the rates provided inSection 2.5of the Agreement.
Interest shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed.

This
Note is note under which advances, repayments and readvances may be made subject to the terms and conditions of the Agreement. This Note evidences borrowing under, is subject to, is
secured in accordance with, and may be matured under, the terms of the Agreement, to which reference is hereby made. As additional security for this Note, Company grants Bank a lien on all property
and assets including deposits and other credits of the Company, at any time in possession or control of or owing by Bank for any purpose.

Company
hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of
any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal,
which is now or hereafter security for this Note. Any transferees of, or endorser, guarantor or surety paying this Note in full may succeed to all rights of Bank, and Bank shall be under no further
responsibility for the exercise thereof or the loan evidenced hereby. Nothing herein shall limit any right granted Bank by other instrument or by law.

This
Note shall be governed by and construed in accordance with the laws of the State of Michigan.

| |  | PAWNMART, INC.                                                                     
| |  | -----------------------------------------------------------------------------------
| |  | By: /s/ROBERT W. SCHLEIZERIts: Executive Vice President and Chief Financial Officer

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|[LOGO] | Security Agreement (Pawnmart, Inc.)
(Negotiable Collateral)
|------ | -----------------------------------------------------------

As of August 30, 2002, for value received, the undersigned ("Debtor") grants toCOMERICA BANK, a Michigan banking
corporation ("Bank"), whose address is 39200 Six Mile Road, Livonia, Michigan 48152, Attention: Commercial Loan Documentation, Mail Code 7578, a continuing security interest and lien (any pledge,
assignment, security interest or other lien arising hereunder is sometimes referred to herein as a "security interest") in the Collateral (as defined below) to secure payment when due, whether by
stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness ("Indebtedness") to the Bank of Debtor. Indebtedness includes without limit any and all obligations or
liabilities of the Debtor to the Bank, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, known or unknown; any and all
obligations or liabilities for which the Debtor would otherwise be liable to the Bank were it not for the invalidity or unenforceability of them by reason of any bankruptcy, insolvency or other law,
or for any other reason; any and all amendments, modifications, renewals and/or extensions of any of the above; all costs incurred by Bank in establishing, determining, continuing, or defending the
validity or priority of its security interest, or in pursuing its rights and remedies under this Agreement or under any other agreement between Bank and Debtor or in connection with any proceeding
involving Bank as a result of any financial accommodation to Debtor; and all other costs of collecting Indebtedness, including without limit attorney fees. Debtor agrees to pay Bank all such costs
incurred by the Bank, immediately upon demand, and until paid all costs shall bear interest at the highest per annum rate applicable to any of the Indebtedness, but not in excess of the maximum rate
permitted by law. Any reference in this Agreement to attorney fees shall be deemed a reference to reasonable fees, costs, and expenses of both in-house and outside counsel and paralegals,
whether or not a suit or action is instituted, and to court costs if a suit or action is instituted, and whether attorney fees or court costs are incurred at the trial court level, on appeal, in a
bankruptcy, administrative or probate proceeding or otherwise. Debtor further covenants, agrees and represents as follows:



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If
Collateral is located at other than the address specified above, such Collateral is located and shall be maintained at:

|Street Address               
|-----------------------------
|City, State, Zip Code, County

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Collateral
shall be maintained only at the locations identified in this Section 5.14.





| |  | PAWNMART, INC., a Delaware corporation                                             
| |  | -----------------------------------------------------------------------------------
| |  | By: /s/ROBERT W. SCHLEIZERIts: Executive Vice President and Chief Financial Officer

10

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|[LOGO] | Security Agreement (Pawnmart, Inc.)
(Negotiable Collateral)
|------ | -----------------------------------------------------------

As of August 30, 2002, for value received, the undersigned ("Debtor") grants toCOMERICA BANK, a Michigan banking
corporation ("Bank"), whose address is 39200 Six Mile Road, Livonia, Michigan 48152, Attention: Commercial Loan Documentation, Mail Code 7578, a continuing security interest and lien (any pledge,
assignment, security interest or other lien arising hereunder is sometimes referred to herein as a "security interest") in the Collateral (as defined below) to secure payment when due, whether by
stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness ("Indebtedness") to the Bank of Pawnmart, Inc. ("Borrower") and/or Debtor. Indebtedness includes
without limit any and all obligations or liabilities of the Borrower and/or Debtor to the Bank, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or
unliquidated, joint or several, known or unknown; any and all obligations or liabilities for which the Borrower and/or Debtor would otherwise be liable to the Bank were it not for the invalidity or
unenforceability of them by reason of any bankruptcy, insolvency or other law, or for any other reason; any and all amendments, modifications, renewals and/or extensions of any of the above; all costs
incurred by Bank in establishing, determining, continuing, or defending the validity or priority of its security interest, or in pursuing its rights and remedies under this Agreement or under any
other agreement between Bank, Borrower and/or Debtor or in connection with any proceeding involving Bank as a result of any financial accommodation to Borrower or Debtor; and all other costs of
collecting Indebtedness, including without limit attorney fees. Debtor agrees to pay Bank all such costs incurred by the Bank, immediately upon demand, and until paid all costs shall bear interest at
the highest per annum rate applicable to any of the Indebtedness, but not in excess of the maximum rate permitted by law. Any reference in this Agreement to attorney fees shall be deemed a reference
to reasonable fees, costs, and expenses of both in-house and outside counsel and paralegals, whether or not a suit or action is instituted, and to court costs if a suit or action is
instituted, and whether attorney fees or court costs are incurred at the trial court level, on appeal, in a bankruptcy, administrative or probate proceeding or otherwise. Debtor further covenants,
agrees and represents as follows:



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If
Collateral is located at other than the address specified above, such Collateral is located and shall be maintained at:

|Street Address               
|-----------------------------
|City, State, Zip Code, County

Collateral
shall be maintained only at the locations identified in this Section 5.14.





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| |  | C/M HOLDINGS, INC.                        
| |  | ------------------------------------------
| |  | By: /s/DWAYNE A. MOYERSIts: Vice President

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