**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 ofWashington, a bank organized under the laws of the State of Washington and aFDIC insured institution (the “Bank”), and Advance America Servicing ofArkansas, Inc., a Delaware corporation (“Advance America”).

 

                WHEREAS, the Bank is a bank organized underthe 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 tothe federal and Washington financial institution and credit regulations ineffect and as applicable;

 

                WHEREAS, Advance America is a duly authorizedand validly existing Delaware Corporation, authorized to do business inArkansas;

 

                WHEREAS, in accordance with its establishedlending criteria as may be amended from time to time, the Bank desires to makeshort-term small loans (“Loans”) to consumers (“Borrowers”); and

 

                WHEREAS, Advance America desires to marketand service the Loans, while retaining authority and control over, andresponsibility for, its own employees and methods of operation;

 

                NOW, THEREFORE, in consideration of theforegoing and of the mutual promises contained in this Agreement, and othervaluable consideration, the sufficiency of which is hereby acknowledged, andintending to be legally bound, the Bank and Advance America (together, the“Parties”) agree as follows:

 

**                1.             Bank’sMaking and Ownership of Loans**

 

                                (a)           TheBank in its sole discretion shall determine all of the conditions, terms andfeatures of the Loans, including, without limitation, loan amounts, fees andcharges, interest rates, credit limits, credit standards and all other termsand conditions of the Loans.  The Bankshall 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 employeesshall suggest to Applicants that Loans are made or approved by Advance Americaor that Advance America (or any employee of Advance America) can improve anApplicant’s prospect of obtaining a Loan.

 

                                (b)           AdvanceAmerica shall not in any way fund, or purchase any share or “participationinterest” in, any Loan.

 

                                (c)           TheBank may sell any portion of any Loan to a third party or parties.  Any sale by the Bank of any such Loan shallcomply with applicable federal law.

 

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**                2.             AdvanceAmerica’s Services**

 

                                (a)           GeneralDuties of Advance America; Standards of Performance:  Advance America shall perform all servicesrequired to market and service the Loans, including without limitation theestablishment of retail stores where Loan applicants (“Applicants”) may submitLoan applications (“Applications”) and receive disclosures required byapplicable law and where Borrowers may execute and deliver Loan documentationand repay Loans.  In performing itsservices hereunder, Advance America shall at all times and in all materialrespects comply with applicable law. Further, Advance America shall use the documentation and follow thereasonable and lawful practices, policies and procedures established by theBank and communicated in writing to Advance America from time to time (the“Bank Policies”).

 

                                (b)           Marketingof Loans:

 

                                                (i)            TheBank hereby authorizes Advance America to market and service Loans and to usethe name, and any trade name and logo, of the Bank in connection with suchmarketing and servicing.  AdvanceAmerica may use letters, print advertisements, the Internet and television andradio commercials for such purposes. All advertising and promotions for the Loans shall appropriatelyidentify the Bank as the lender. Advance America shall submit all advertising materials to the Bank forthe Bank’s prior approval, which shall not be unreasonably withheld.

 

                                                (ii)           AdvanceAmerica shall maintain and operate stores for the purpose of marketing andservicing the Loans.

 

                                                (iii)          Inconnection with Advance America’s performance of its obligations under thisAgreement, it is expressly agreed that (A) the Bank shall not hold anyownership or leasehold interest in any Advance America store or any personalproperty located therein, except for Repayment Checks, Notes (as those termsare defined in Section 2(c) below), and cash reflecting Loan repayments as maybe located at such stores from time to time, (B) no Bank employees shall workin any Advance America store, except as provided in Section 2(f), and (C) theBank shall exercise no authority or control over Advance America’s employees ormethods of operation, except as set forth in this Agreement.

 

                                (c)           Servicingof Loan Applications:

 

                                                (i)            AdvanceAmerica employees shall take Applications from Applicants, using an Applicationform approved by the Bank.  AdvanceAmerica shall not discourage any prospective Applicant from submitting anApplication, and shall provide reasonable assistance to each prospectiveApplicant in completing an Application. Without limiting the generality of the foregoing, Advance America shallnot 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 CreditOpportunity Act (“ECOA”) and Regulation B. Advance America shall forward all completed Applications to the Bank (orits designated loan processing agent) electronically, by telephone, or by otherappropriate means agreeable to both Parties.

 

                                                (ii)           Basedupon the information provided by Applicants to the Bank through Advance Americaand such other credit-related information as obtained by Advance America at thedirection of the Bank, and pursuant to the credit granting standards adopted bythe Bank, the Bank shall be solely responsible for determining whether toextend credit to Applicants.  The Bankshall, either itself or through its designated loan processing agent,communicate to Advance America its credit decision on any Application, togetherwith the reason for any negative credit decision, electronically, by telephoneor by other means acceptable to both Parties. Advance America shall provide an appropriately completed adverse actionnotice to any Applicant whose Application is rejected by the Bank.

 

                                                (iii)          TheBank’s Loans hereunder shall be evidenced by an agreement comprised of aConsumer Loan Agreement and Federal Truth in Lending Disclosures (“Note”).  The Note shall include an ArbitrationAgreement.  The Note shall be electronicallysigned by the officer of the Bank in the Bank’s name.

 

                                                (iv)          Foreach Loan to a Borrower, Advance America shall:  (A) have the Borrower sign the Note; (B) deliver a copy of theNote to the Borrower; (C) obtain from the Borrower the executed Note, and theBorrower’s signed, postdated personal check made payable to the Bank (the“Repayment Check”), which Repayment Check shall be for the Total of Paymentsset forth in the Agreement; and (D) upon receipt (and only upon receipt) of thesigned Note and Repayment Check, deliver to the Borrower a check,electronically signed by an officer of the Bank in the Bank’s name for theAmount Financed set forth on the Note (the “Proceeds Check”).  Pursuant to Washington state law and inaccordance with the policy of the Bank, Advance America will not allow anyBorrower 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 shallmonitor and inventory the Proceeds Checks, ensuring that all Proceeds Checksare issued as the result of Applications approved by the Bank and are given toBorrowers for Loans.

 

                                (e)           AdditionalServicing:  Advance America shallperform all necessary servicing functions with respect to the Loans.  Without limiting the foregoing:

 

                                                (i)            AdvanceAmerica shall use its reasonable best efforts to collect payments on the Loansprior to, at and after maturity thereof. In collecting payments owed under the Notes, Advance America shallcomply in all material respects with applicable law, including withoutlimitation the Fair Debt Collection Practices Act (the “FDCPA”) and applicabledebt collection regulations and consumer protection laws applicable to AdvanceAmerica in the State or States in which Advance America is marketing andservicing the loans, and the Best Practices 

 

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of the Community FinancialServices Association of America. Advance America shall not encourage or allow its employees to threatenor imply that failure to honor any payment instrument in connection with anyLoan shall subject the Borrower to potential criminal prosecution that AdvanceAmerica does not reasonably believe will in fact result from such failure.  The Bank has established a standard tomonitor the effectiveness of the collection efforts of Advance America. Bankrequires 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 chargeis disclosed in the federal Truth in Lending box contained in the Notes (“LossRate Standard”).  Advance America agreesto meet the Loss Rate Standard in its collections.  If Advance America’s collection efforts do not meet this LossRate Standard established by the Bank, the Fees (as that term is defined inSection 2(g) below) to be paid Advance America will be reduced by the dollaramount that the loan losses exceed the Loss Rate Standard.  The Fees will be adjusted in accordance withthis Section on a quarterly basis based on the calendar year to date lossexperience.

 

                                                (ii)           Oneach day Advance America operates its stores for regular business, AdvanceAmerica shall deposit in a Bank account designated by the Bank (the “BankDeposit Account”) all cash receipts for that day and all Repayment Checksrequired to be deposited on that day. Advance America shall reconcile the Bank Deposit Account on a monthlybasis.

 

                                                (iii)          AdvanceAmerica shall maintain and retain all original Applications and copies of allAdverse Action Notices and other documents relating to rejected Applicationsfor the period required by applicable law. Advance America shall maintain originals or copies, as applicable, ofall Applications, Notes, Proceeds Checks, Repayment Checks and other documentsprovided to or received from Borrowers (all such documents referred tocollectively as “Loan Documents”) for the period required by applicablelaw.  Prior to repayment or charge-off aLoan, the Loan Documents shall be maintained by Advance America in a secureenvironment.  Advance America will workwith the Bank’s designated loan processing agent to ensure that Bank isprovided timely information concerning the basis for each Adverse Action Noticerelating to a rejected Application.

 

                                (f)            Reports:  Access to Stores, Books and Records andEmployees:  During the term of thisAgreement, Advance America shall provide to the Bank data submissions andreports reasonably required by the Bank and its advisors in order to maintaineffective internal controls and to monitor results under this Agreement,including without limitation the performance of the Loans and Advance Americaobligations hereunder.  Such reportsshall include a daily report showing Loans made, repaid and outstanding eachday, 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 itsauditors shall have reasonable access to Advance America stores and to thebooks and records of Advance America and the officers, employees andaccountants of Advance America for the same purposes.

 

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                                (g)           Feeand Costs; Number of Locations

 

                                                (i)            Inconsideration for Advance America’s performance of its obligations under thisAgreement, the Bank shall pay Advance America the marketing and servicing feesset forth on Exhibit A attached hereto (the “Fees”).  Advance America will be responsible for all costs associated withits stores and its services under this Agreement, including without limitationrental and occupancy costs; costs of up-fit and leasehold improvements;equipment costs; processing costs; printing costs; maintenance costs; staffingcosts; taxes assessed to Advance America; signage costs; and advertising costs.

 

                                                (ii)           TheParties agree that Advance America may service and market the Loans for theBank pursuant to this Agreement in twenty-five (25) locations in the State ofArkansas.  Advance America agrees thatit shall give thirty days’ written notice to the Bank if it intends to open anyadditional locations in Arkansas and will give the Bank the right of firstrefusal 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 insuredfinancial institution in that new location or do business in some other lawfulmanner.

 

**                3.             Representations,Warranties and Covenants**

 

                                (a)           TheBank hereby represents warrants and covenants to Advance America, as of thedate hereof and on a continuing basis throughout the term of this Agreement,that:

 

                                                (i)            TheBank is a duly organized and validly existing state bank organized under thelaws of the State of Washington, with its headquarters office located in Lacey,Washington.  The Bank is insured by theFDIC, and has the power and authority and all requisite licenses, permits andauthorizations to execute and deliver this Agreement and perform hereunder.

 

                                                (ii)           TheBank is authorized to make Loans as contemplated by this Agreement and tocontract with a third party to provide the services which Advance America willprovide under this Marketing and Servicing Agreement.

 

                                                (iii)          TheBank is authorized under applicable law to contract with a third party toprovide loan processing services not covered by this Marketing and ServicingAgreement, and transmission by and between Advance America and such third partyof information required for processing the Loans does not violate Washingtonstate law or federal law.

 

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                                                (iv)          TheBank is authorized under applicable law to sell participation interest(s) inthe Loans, or to sell the Loans to a third party or third parties prior to thematurity date on such Loans.

 

                                                (v)           ThisAgreement has been duly authorized by the Bank’s Board of Directors, executedand delivered by the Bank and constitutes the legal, valid and bindingagreement of the Bank, enforceable against the Bank in accordance with itsterms, except as enforceability may be limited by bankruptcy, insolvency,reorganization or other laws affecting creditors’ rights and remedies generallyand by general principles of equity (regardless of whether such enforceabilityis considered in a proceeding in equity or at law).

 

                                                (vi)          Theexecution, delivery and performance of this Agreement and the consummation ofthe transactions contemplated hereby will not (A) violate or conflict with anyprovision of the articles of incorporation or other governance documents of theBank; 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 ofor entitle any party to accelerate any obligation under or pursuant to, anymaterial mortgage, lien, lease, agreement, instrument, order, law, arbitrationaward, judgment or decree to which the Bank is party or by which the Bank orany of its assets may be bound.

 

                                                (vii)         Duringthe term of this Agreement, Bank shall provide to Advance America datasubmissions and reports reasonably required by Advance America and its advisorsin order to maintain effective internal controls and to monitor results underthis Agreement, including without limitation the performance of the Loans andthe Banks obligation hereunder.

 

                                                (viii)        Duringthe term of this Agreement, but only to the extent permissible under applicablelaws, regulations and regulatory practices, Advance America and its auditorsshall have reasonable access to the Bank’s accounting records relating to Loansmade in Arkansas.  Subject to theforegoing 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)           Thebank shall use its reasonable best efforts to comply in all material respectswith the CFSA Best Practices in effect of the date of this Agreement, in theform provided to it by Advance America, and any reasonable Best Practices, ormodifications to such practices approved and adopted by the Community FinancialServices Association of America (the “CFSA”) during the term of this Agreement;provided the practices comply in all respects with applicable law, and theinterpretation of such law by federal, state, or other regulatory authoritieswith jurisdiction.

 

                                                (x)            Thereare no regulatory actions or lawsuits against Bank relating to the marketingand Servicing of Loans.

 

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                                (b)           AdvanceAmerica hereby represents and warrants to the Bank, as of the date hereof andon a continuing basis throughout the term of this Agreement, that:

 

                                                (i)            AdvanceAmerica is duly organized and validly existing, and licensed to do business asa corporation under the laws of the State of Delaware, and is duly qualified todo business as contemplated under this Agreement, and in good standing in,Arkansas.

 

                                                (ii)           AdvanceAmerica has the corporate power and authority, and all requisite licenses,permits and authorizations, to execute and deliver the Agreement and to performtheir duties hereunder.  This Agreementhas been duly authorized by Advance America’s Board of Directors, executed anddelivered by it and constitutes its legal, valid and binding agreements,enforceable against them in accordance with their terms, except asenforceability may be limited by bankruptcy, insolvency, reorganization orother laws affecting creditors’ rights and remedies generally and by generalprinciples of equity (regardless of whether such enforceability is consideredin a proceeding in equity or at law).

 

                                                (iii)          Theexecution, delivery and performance of this Agreement will not (A) violate orconflict with any provision of the articles of organization, operatingagreement or other governance documents of Advance America; or (B) violate orconflict with, constitute a breach of or default under, result in the loss ofany material benefit under, or permit the acceleration of or entitle any partyto accelerate any obligation under or pursuant to, any material mortgage, lien,lease, agreement, instrument, order, law, arbitration award, judgment or decreeto which Advance America is a party or by which Advance America assets may bebound.

 

                                                (iv)          AdvanceAmerica will market and service the Loans in accordance with this Agreement andin accordance with the policies and procedures established and approved by theBank pursuant to this Agreement.

 

                                                (v)           AdvanceAmerica will operate its stores in Arkansas in accordance with this Agreementand will follow its normal operating procedures in operating these storesincluding providing adequate security measures, hiring appropriate employees,and being open for business during its normal business operating hours.

 

                                                (vi)          There are noregulatory actions, investigations, or lawsuits against Advance America or itsaffiliates relating to the marketing and servicing of Loans.

 

                                                (vii)         Tothe best of its knowledge, Advance America represents that written informationand financial statements provided to the Bank in contemplation of thisAgreement did not contain any material omissions of fact and were materiallycorrect.

 

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**                4.**             **Indemnification**

 

                                (a)           Fora period of eighteen (18) months from the date of this Agreement, AdvanceAmerica hereby indemnifies and agrees to hold harmless the Bank, its affiliatesand the officers, directors, members, employees, representatives, shareholders,agents and attorneys of such entities (the “Bank Indemnified Parties”) againstany and all claims, losses, liabilities, damages, penalties, demands,judgments, settlements, costs and expenses (“Losses”) suffered or incurred bysuch Bank Indemnified Parties as a result of, or with respect to, or arisingfrom (i) any claim or allegation made by or on behalf of any Applicant orBorrower relating to the Loans, including any actions brought during that timeon behalf of any Applicant or Borrower by any regulatory or governmentalauthority or agency, and (ii) any and all Losses identified in section 4(b)below.

                

                                (b)           Forthe period of time following the first eighteen (18) months after the date ofthis Agreement and except as to Losses for which Advance America is indemnifiedby Bank as set forth below in section 4(d), Advance America hereby indemnifiesand agrees to hold harmless the Bank Indemnified Parties against any and allLosses suffered or incurred by such Bank Indemnified Parties as a result of, orwith respect to, or arising from (i) any breach by Advance America of anyRepresentation, Warranty or covenant contained herein, or any negligence ormisconduct 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 orBorrower arising from or relating to the Loans in which Bank is named a partyand that asserts that Advance America has acted in violation of the law.

 

                                (c)           Notwithstandingthe foregoing, Advance America shall not indemnify the Bank under thisAgreement 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 anyregulatory or governmental authority or agency arising from or relating to theLoans except as set forth in section 4(a) above; (D) except as set forth insection 4(a) above, Losses arising from the settlement of any claim, or ajudgment or ruling by a court, arbitrator or regulatory authority on suchclaim, that the Bank has violated state or federal usury laws, state or federalconsumer protection laws, state or federal racketeering laws (including thefederal Racketeering Influenced and Corrupt Organizations Act), or federalTruth in Lending laws, or is liable for fraud or unconscionability; (E) theloss of the Bank’s Washington bank charter, or the loss of any license orpermit required by the Bank to transact business as a federally insuredfinancial institution; (F) claims that any Bank Indemnified Party is in violationof federal or state securities or corporate laws; (G) claims brought byemployees or shareholders of any Bank Indemnified Party; (H) a decline in thevalue of the stock of any Bank Indemnified Party. (I) adverse publicity orcustomer relations problems encountered by any Bank Indemnified Party; (J)non-monetary sanctions by any court or regulatory agency; (K) loss of non-Loanrelated business or profits of any Bank Indemnified Party; (L) management timerelating to

 

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attending hearings and meetingswith respect to indemnified matters; or (M) any action by Advance Americaagainst Bank.

 

                                (d)           Exceptas to Losses for which Bank is indemnified by Advance America as set forthabove in sections 4(a) and (b), the Bank hereby indemnifies and agrees to holdharmless Advance America, its affiliates, and the officers, directors, members,employees, representatives, shareholders, agents and attorneys of AdvanceAmerica and its affiliates (the “Advance America Indemnified Parties”) againstany and all Losses suffered or incurred by such Advance America IndemnifiedParties as a result of, or with respect to, or arising from (i) any breach ofthis Agreement by the Bank (including, but not limited to the breach by the Bankof any Representation, Warranty, or covenant contained herein), (ii) anyburglary, robbery, fraud, theft, negligence or misconduct by the Bank or itsemployees, or (iii) any error or omission in the information or servicesrendered by any other third party with whom the Bank contracts to provideservices not covered by this Agreement, including loan processing services.

 

                                (e)           Notwithstandingthe foregoing, the Bank shall not indemnify Advance America under thisAgreement for: (A) Losses caused by Advance America’s breach of this Agreement(including but not limited to the breach by Advance America of anyRepresentation, Warranty, or covenant contained herein); (B) Losses caused byburglary, robbery, fraud, or theft at the Advance America locations marketingand servicing the Loans by persons other than the Bank or its employees; (C)negligence or misconduct of Advance America or its employees; (D) Lossesresulting from any claim, investigation or allegation made by any regulatory orgovernmental 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 acourt, arbitrator or regulatory authority on such claim, that Advance Americahas violated state or federal usury laws, state or federal consumer protectionlaws, state or federal racketeering laws (including the federal RacketeeringInfluenced and Corrupt Organization Act), or federal Truth in Lending laws, oris liable for fraud or unconscionability; (F) claims that any Advance AmericaIndemnified Party is in violation of federal or state securities or corporatelaws; (G) claims brought by employees or shareholders of any Advance AmericaIndemnified Party; (H) a decline in the value of the stock of any AdvanceAmerica Indemnified Party; (I) adverse publicity or customer relations problemsencountered by any Advance America Indemnified Party; (J) non-monetarysanctions by any court or regulatory agency; (K) loss of non-Loan relatedbusiness or profits of any Advance America Indemnified Party; (L) managementtime relating to attending hearings and meetings with respect to indemnifiedmatters; or (M) any action by the Bank against Advance America.

 

                                (f)            TheBank Indemnified Parties and the Advance America Indemnified Parties aresometimes referred to herein as the “Indemnified Parties” and Advance Americaor the Bank, as indemnitor hereunder, is sometimes referred to herein as the“Indemnifying Party.”

 

                                (g)           AnyIndemnified Party seeking indemnification hereunder shall promptly notify theIndemnifying Party, in writing, of any indemnified Loss hereunder, specifyingin reasonable detail the nature of the Loss, and, if known, the amount, or anestimate of the amount, of the Loss, provided that failure to promptly givesuch notice shall only limit the liability of the 

 

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Indemnifying Party to theextent of the actual prejudice, if any, suffered by such Indemnifying Party asa result of such failure. The Indemnified Party shall provide to theIndemnifying Party as promptly as practicable thereafter information anddocumentation reasonably requested by such Indemnifying Party to support andverify the claim asserted.

 

                                (h)           TheIndemnifying Party may assume the defense of a claim which it is indemnifying,or prosecute a claim resulting from such indemnified claim, and may employcounsel chosen by the Indemnifying Party (which counsel shall be reasonablyacceptable to the Indemnified Party), at the Indemnifying Party’s sole cost andexpense. The Indemnifying Party shall have the right, at its own expense, toemploy counsel separate from counsel employed by the Indemnifying Party in anysuch action and to participate therein. The Indemnifying Party shall not beliable for any settlement of any claim effected without its prior writtenconsent, which shall not be unreasonably withheld. However, if the IndemnifyingParty does not assume the defense or prosecution of a claim within thirty (30)days after notice thereof, the Indemnifying Party may settle such claim withoutthe Indemnifying Party’s consent. The Indemnifying Party shall not agree tosettlement of any claim which provides for any relief other than the payment ofmonetary damages by the Indemnifying Party without the Indemnifying Party’sprior written consent, which shall not be unreasonably withheld. Whether or northe Indemnifying Party chooses to so defend or prosecute such claim, all theparties hereto shall cooperate in the defense or prosecution thereof and shallfurnish such records, information and testimony, and attend such conferences,discovery proceedings, hearings, trials and appeals, as may be reasonablyrequested in connection therewith, all at the Indemnifying Party’s sole costand expense.

 

                                (i)            TheParties agree that, if both Parties are named as defendants in the samelawsuit, the Parties will enter into a Joint Defense Agreement reasonablyaccepted to the Parties.

 

**                5.             Termination**

 

                                (a)           ThisAgreement 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 asprovided in Section 5(b); (iv) upon a decrease in the fees and or interest thatcan be charged by the Bank on the Loans pursuant to a change in federal orstate law or the interpretation thereof by a regulatory agency assertingjurisdiction as to that issue; or (v) upon the termination by the Bank’sdesignated loan processing agent of the Bank’s agreement with such agent toprovide the services contemplated in his Agreement. In the event this Agreementis terminated pursuant to (iv) above, the Parties agree to negotiate in goodfaith as to the terms of a new agreement.

 

                                (b)           Uponthe occurrence of an Event of Default (as hereinafter defined) by either party,the other Party may terminate this Agreement by giving written notice at leastthirty (30) days in advance of termination and an opportunity for thedefaulting Party to cure the Event of Default, provided that: (i) thenon-defaulting Party may suspend this Agreement during the period prior to anycure of the Event of Default; and (ii) the thirty (30) day written notice 

 

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requirement shall not apply ifthe Even of Default is the Bank’s failure to fund a Loan marketed by AdvanceAmerica which meets the criteria established by the Bank for Loans. Eitherparty may immediately terminate this Agreement if either Party is advised bythe Federal Deposit Insurance Corporation (or any successor to such agency), orby regulatory agency which has or asserts jurisdiction over either Party or theLoans, that its making of the Loans or the performance its obligations underthis Agreement is or may be unlawful or an unsafe or unsound banking practiceor that such activity may jeopardize the Bank’s standing with or any Bankrating from any agency.

 

                (c)           Itshall constitute an Event of Default by the Bank hereunder if (a) the Bankshall be in material breach of any Representation, Warranty or covenanthereunder or if the Bank fails to make any payment due hereunder, (b) AdvanceAmerica has not defaulted hereunder and the Bank nonetheless discontinuesmaking Loans, (c) the Bank shall fail to fund a Loan marketed by Advance Americawhich meets the criteria established by the Bank for Loans; or (d) the Bankshall file for protection under any state or federal liquidation provision, orwhere the FDIC or any other regulatory authority takes control of the Bank. Itshall constitute an Even of Default by Advance America hereunder if (a) AdvanceAmerica shall be in material breach of any Representation, Warranty, orcovenant hereunder, (b) the Bank has not defaulted hereunder and AdvanceAmerica nonetheless discontinues marketing and servicing the Loans, or (c)Advance America files for protection under any chapter of the federalBankruptcy Code.

 

                (d)           Sections4 through 8 hereof shall survive the termination of this Agreement. However,upon the Bank’s written request, Advance America shall continue to serviceoutstanding Loans following termination of this Agreement until all Loans arerepaid or charged off in accordance with the Bank’s standards practices andpolicies.

 

**                6.             Notice**

 

                Any notice hereunder by either Party shall begiven to the other Party at its address act forth below or at such otheraddress designated by notice in the manner provided in this Section 6, bypersonal delivery, certified mail or overnight courier, or by facsimile with aconfirmation copy by first class mail, postage prepaid. Such notice shall bedeemed to have been given when received. Unless otherwise agreed, notice shallbe sent to the contact persons at the addresses or facsimile numbers, as thecase may be, set forth below:

 

                If to Advance America:

 

                                Mr. John T. Egeland, President                                Ms. MonicaAllie, Esquire                                AdvanceAmerica Servicing of Arkansas, Inc. 961 East Main Street                                Spartanburg,SC 29302                                (864)515-5600

 

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                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.             Confidentialityand Use of Customer Information; Non-Solicitation of Employees**

 

                                (a)           TheParties agree that the use of the information regarding all Borrowers andApplicants (“Customer Information”), including without limitation names,addresses, demographic information and financial information, is subject to, ormay become subject to, federal and state privacy laws.  The Parties agree that the use of suchCustomer Information shall be in compliance with all such applicable laws, andwith any privacy policy adopted by the Bank to comply with such laws, and thatthe Parties will keep such Customer Information confidential in accordance withsuch laws and policy.

 

                                (b)           TheBank agrees not to target the Borrowers for any solicitation of any product orservice, and not to provide any Customer Information to any person or entitynot a party to this Agreement, except to the extent required to do so underapplicable law or judicial, administrative or regulatory process or exceptincident to its normal marketing efforts in the State of Washington, withoutthe prior written consent of Advance America. The Bank shall use reasonable care to ensure that its agents do notviolate this provision.

 

                                (c)           TheBank and Advance America agree to treat in confidence the provisions of thisAgreement and all documents, materials and other information related to thisAgreement, which shall have been obtained during the course of the negotiationsleading to, and, during the performance of, this Agreement (collectively,“Confidential Information”), and not to communicate Confidential Information toany third party, except that Confidential Information may be provided to aParty’s affiliates, as such term is defined in the Securities Exchange Act of1934, regulatory authorities, counsel, accountants, financial or tax advisorswithout the consent of the other Party, provided that such parties agree tohold such Confidential Information in confidence.  As used herein, the term “Confidential Information” shall notinclude any information which (i) is or becomes available to a Party (the“Restricted Party”) from a source 

 

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other than the other Party,(ii) is or becomes available to the public other than as a result of disclosureby the Restricted Party or its agents, or (iii) is required to be disclosedunder applicable law or judicial, administrative or regulatory process (butonly to the extent it must be disclosed).

 

                                (d)           TheParties agree that monetary damages would not be adequate compensation in theevent of a breach by a Restricted Party of its obligation under this Section 7and, therefore, the Parties agree that in the event of any such breach theRestricted Party, in addition to its other remedies at law or in equity, shallbe entitled to an order requiring the Restricted Party to specifically performits obligations under Section 7 or enjoining the Restricted Party frombreaching Section 7, and the Restricted Party shall not plead in defensethereto that there would be an adequate remedy at law.

 

                                (e)           EachParty agrees that it shall not directly or indirectly solicit, hire orotherwise retain or engage, whether as an employee, independent contractor orotherwise, any employee or other personnel of the other Party.

 

**                8.             Miscellaneous**

 

                                (a)           Neitherthe 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 apartnership or joint venture between the Bank and Advance America.

 

                                (b)           ThisAgreement and the other Agreements supersede any negotiations, discussions orcommunications between the Bank and Advance America and constitute the entireagreement of the Bank and Advance America with respect to the Loans and theLoan Documents.

 

                                (c)           AdvanceAmerica shall on a timely basis provide the Bank with its monthly financialstatements, and its annual audited financial statements.  Bank shall on a timely basis provide AdvanceAmerica with its quarterly financial statements, and its annual auditedfinancial statements.

 

                                (d)           Failureof any Party to insist, in one or more instances, on performance by any otherParty in accordance with the terms and conditions of this Agreement shall notbe deemed a waiver or relinquishment of any right granted hereunder or of thefuture performance of any such term or condition or of any other term orcondition of this Agreement unless and to the extent that such waiver is in awriting signed by or on behalf of the Party alleged to have granted suchwaiver.

 

                                (e)           Anywritten notice or demand to be given under this Agreement shall be duly andproperly given if delivered as described in Section 6 herein.

 

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                                (f)            ThisAgreement and the rights and duties described herein shall be governed by, andinterpreted in accordance with, the laws of the State of Delaware, withoutreference to Arkansas or Washington choice of law rules.

 

                                (g)           Anycontroversy or claim arising out of or relating to this Agreement, or thebreach thereof, shall be settled by binding arbitration in a mutuallyconvenient location in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association (“AAA”). The arbitration shall be selected by agreement of the Parties or, ifthey cannot agree on an arbitrator within thirty (30) days after written noticeof a Party’s desire to have a matter settled by arbitration, then thearbitrator shall be selected by the AAA. Any arbitrator hereunder must be either a lawyer who has practiced lawfor at least ten years or a retired judge. The arbitrator shall render his or her decision in writing in accordancewith applicable substantive laws.  Thedetermination reached in such arbitration shall be final and binding on allParties hereto without any right of appeal except as provided by the FederalArbitration Act.  Any court of competentjurisdiction may enforce any determination or award of the arbitrator.  Unless otherwise agreed by the Parties, anysuch arbitration shall be conducted in accordance with the rules of AAA.  The arbitrator shall have the right andpower to apportion the costs and expenses of the arbitration (including theParties’ attorneys’ fees and expenses) in his or her discretion.  THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHTTO TRAIL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SUBJECT TOARBITRATION HEREUNDER.

 

                                (h)           AdvanceAmerica shall not assign or delegate any of its rights and/or obligationshereunder without the Bank’s prior written consent, which consent shall not beunreasonably withheld.  The Bank shallnot assign any of its rights and/or obligations hereunder to any other partywithout Advance America’s prior written consent, which consent shall not beunreasonable withheld.

 

                                (i)            Theheadings of the several sections and subsections of the Agreement are insertedfor convenience only and shall not in any way affect the meaning orconstruction of any provision of the Agreement.

 

                                (j)            ThisAgreement may be executed by the Parties in separate counterparts, each ofwhich is an original but all of which together shall constitute one and thesame document.

 

                                (k)           AdvanceAmerica shall use its reasonable best efforts to train and supervise itsemployees to act in conformity with the Bank Policies provided in writing toAdvance America by the Bank and the requirements of applicable law pertainingto their duties.

 

                                (l)            NeitherParty shall take or omit to take any action that would cause such Party toviolate any of its representatives or warranties hereunder.

 

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

 

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of receipt any written noticesit receives that bankruptcy proceedings have been initiated with respect to anyperson known to be a Borrower.

 

                                (n)           ThisAgreement may only be amended or modified by the written agreement of bothParties.

 

                                (o)           Tothe extent permissible by applicable law, the Parties agree to promptly notifyeach other in the event either Party becomes aware of any threatened or actualinvestigation, regulatory action, allegation, arbitration or lawsuit pertainingto or having a material effect upon the Loans of this Agreement or any similarmarketing and servicing agreement of third parties, or makes any changes intheir respective business practices which would likely have a material effecton this Agreement or the Loans contemplated by this Agreement.

 

                IN WITNESS WHEREOF, the Bank and AdvanceAmerica, intending to be legally bound hereby, have caused this Agreement to beexecuted by their duly authorized officers as of the day and year first setforth 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 |
|                                        |                                                 |  |  |  |  |

 

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**COMPUTATION OF SERVICING FEES**

 

                1.             Thisis Exhibit A to that certain Marketing and Servicing Agreement (the“Agreement”) between First Community Bank of Washington (the “Bank”), andAdvance America Servicing of Arkansas, Inc. (“Advance America”).  All capitalized terms used herein and nototherwise defined are defined in the Servicing Agreement.

 

                2.             AsAdvance America’s sole compensation under the Servicing Agreement, the Bankshall pay Advance America marketing and servicing fees of $11.50 per $100.00loaned (“Fees”).

 

                3.             TheFees shall be paid in bi-weekly installments, payable within one (1) day afterreceipt of invoices therefor (“Bi-Weekly Invoices”), delivered by AdvanceAmerica to the Bank after the end of each week.

 

                4.             EachBi-Weekly Invoice shall show (a) the fees charges actually received by the Bankduring 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.             AdvanceAmerica will be responsible for all costs associated with its storefronts andits services under the Servicing Agreement, including without limitation rentaland occupancy costs; costs of up-fit and leasehold improvements; equipmentcosts; processing costs; printing costs; taxes; maintenance costs; staffingcosts; signage costs; and advertising costs.

 

                6.             TheBank shall be responsible for paying all fees and costs incurred on any bankaccounts which are held in the Bank’s name, from which Proceed Checks arewritten or into which Repayment Checks or Loan repayments are deposited.

 

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**FIRST AMENDMENT TO MARKETING AND SERVICING**

**AGREEMENT DATED MARCH 21, 2001, BETWEEN FIRSTCOMMUNITY BANK OF**

**WASHINGTON AND ADVANCE AMERICA SERVICING OFARKANSAS, INC.**

 

                The First Amendment is between FirstCommunity Bank of Washington, Lacey, Washington, a bank organized under thelaws of the State of Washington (the “Bank”), and Advance America Servicing ofArkansas, Inc., a Delaware Corporation (“Advance America”).

 

                The parties to this First Amendment enteredinto the Marketing and Servicing Agreement, dated March 21, 2001, the terms andprovisions of which set forth the respective duties, obligations andresponsibilities of the parties in connection with the Bank making short-termsmall Loans to consumers.  Insofar asthe Marketing and Servicing Agreement is not inconsistent with the terms ofthis First Amendment, such Marketing and Servicing Agreement is made a part ofthis First Amendment and is incorporated herein by reference.  All capitalized terms used herein and nototherwise defined are defined in the Marketing and Servicing Agreement.

 

                NOW, THEREFORE, in consideration of thepremises and the mutual promises, covenants and agreements set forth in thisFirst Amendment, the Bank and Advance America do hereby agree to amend Section7 of the Marketing and Servicing Agreement as set for below:

 

                7.             **Confidentiality and Use of Customer and ProprietaryInformation; Non-Solicitation of Employees.**

 

                                (a)                           TheParties agree that the use of the information regarding all Borrowers andApplicants (“Confidential Information”), including without limitation names,addresses, demographic information and financial information, is subject to, ormay become subject to, federal and state privacy laws.  The Parties agree that the use of suchConfidential Information shall be in compliance with all such applicable laws,and with any privacy policy adopted by the Bank to comply with such laws, andthat the Parties will keep such Confidential Information confidential inaccordance with such laws and policy.

 

                                (b)                           AdvanceAmerica may use Confidential Information in connection with its performanceunder this Agreement, and Advance America may disclose Confidential Informationto its affiliates who may only use the Confidential Information to the sameextent which Advance

 

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America may use and disclosethe Confidential Information.  Further.Advance America may disclose and use the Confidential Information in itsordinary course of business in order to service and carry out its duties underthis Agreement.  Any ConfidentialInformation shall be returned to the Bank as requested by the Bank once theservices contemplated by this Agreement have been completed.

 

                                (c)                           Exceptas set forth and authorized under the Agreement, Advance America shall notadvertise, market or otherwise make known to others any information relating tothe subject matter of this Agreement. If Advance America proposes to disclose Confidential Information to anon-affiliated third party in order to perform under this Agreement, Advance Americamust first obtain the consent of the Bank to make such disclosure and AdvanceAmerica must enter into a confidentiality agreement with such third party underwhich that third party would be restricted from disclosing, using orduplicating such Confidential Information, except as consistent with thisparagraph.  Except as set forth in thisAgreement, if requested by the Bank, any employee, representative, agent orsubcontractor of Advance America shall enter into a non-disclosure agreementwith the Bank to protect the Confidential Information satisfactory to the Bank.

 

                                (d)                           TheBank agrees not to target the Borrowers for any solicitation of any product orservice, and not to provide any Confidential Information to any person orentity not a party to this Agreement, except to the extent required to do sounder applicable law or judicial, administrative or regulatory process orexcept 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 donot violate this provision.

 

                                (e)                           TheBank and Advance America agree to treat in confidence the provisions of thisAgreement and all documents, materials and other information related to thisAgreement, which shall have been obtained during the course of the negotiationsleading to, and during the performance of this Agreement (collectively,“Proprietary Information”), and not to communicate Proprietary Information toany third party, except that Proprietary Information may be provided to aParty’s affiliates, as such term is defined in the Securities Exchange Act of1934, regulatory authorities, counsel, accountants, financial or tax advisorswithout the consent of the other Party, provided that such parties agree tohold such Proprietary Information in confidence.  As used herein, the term “Proprietary Information” shall notinclude any Information which (i) is or becomes available to a Party (the“Restricted Party”) from a source other than the other Party, (ii) is orbecomes available to the public other than as a result of disclosure by theRestricted Party or its agents, or (iii) is required to be disclosed underapplicable law or judicial, administrative or regulatory process (but only tothe extent it must be disclosed).

 

                                (f)                            TheParties agree that monetary damages would not be adequate compensation in theevent of a breach by a Restricted Party of its obligations under this Section 7and, therefore, the Parties agree that in the event of such breach theRestricted Party, in addition to its other remedies at law or in equity, shallbe entitled to an order  requiring theRestricted Party to specifically perform its obligations under Section 7 orenjoining the Restricted Party from breaching Section 7, and the Restricted Partyshall not plead in defense thereto that there would be an adequate remedy atlaw.

 

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                                (g)                           EachParty agrees that is shall not directly or indirectly solicit, hire orotherwise retain or engage, whether as an employee, independent contractor orotherwise, any employee or other personnel of the other Party.

 

                Unless specifically amended herein, all ofthe terms, conditions and provisions of the Marketing and servicing Agreementremain in full force and effect.

 

                In the event of any conflict, inconsistency,or incongruity between the provisions of this First Amendment and any of theprovisions of the Marketing and Servicing Agreement, the provisions of thisFirst 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                          |
|                                                                                            |

 

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**JOINDER AND GUARANTY AGREEMENT**

 

                This Jointed and Guaranty Agreement (this“Agreement”) is dated as of March 21, 2001 between First Community Bank ofWashington, a bank organized under the laws of the State of Washington and anFDIC issued institution (the “Bank”), Advance America Servicing of Arkansas,Inc.., a Delaware corporation (“Subsidiary”) and Advance America, Cash AdvanceCenters, Inc., a Delaware corporation (the “Parent”) (collectively Subsidiaryand Parent are referred to herein as the “Advance Entities”).

 

                WHEREAS, Subsidiary and Bank are enteringinto a Marketing and Servicing Agreement of even date herewith (the “ServicingAgreement”) and all capitalized terms used herein and not otherwise defined aredefined in the Servicing agreement;

 

                WHEREAS, Subsidiary has agreed in theServicing Agreement to indemnify the Bank Indemnified Parties as to certainLosses but the Bank Indemnified Parties wish to have additional assurances ofSubsidiary’s financial ability to satisfy all such obligations; and

 

                NOW, THEREFORE, in consideration of theforegoing and of the mutual promises contained in this Agreement, and othervaluable consideration, the sufficiency of which is hereby acknowledged, andintending to be legally bound, the Bank and the Advance Entities (together, the“Parties”) agree as follows:

 

                **1.             Joinderin Indemnity Obligations and Guaranty**

** **

**                               **TheAdvance Entities jointly and severally agree to indemnify and hold harmless theBank Indemnified Parties to the full extent that Subsidiary is indemnifying andholding harmless such Bank Indemnified Parties under the ServicingAgreement.  Parent agrees to act as aguarantor and surety of the indemnity obligations of Subsidiary under theServicing Agreement and agrees that it will be jointly and severally liablewith Subsidiary.  Any Bank IndemnifiedParty entitled to indemnification under the Servicing Agreement any proceeddirectly against Parent in lieu of or in addition to proceeding againstSubsidiary under the Servicing Agreement.

 

**                2.             Representationsand warranties**

 

                Parent hereby represents and warrants to theBank, as of the date hereof and on a continuing basis throughout the term ofthis Agreement, that:

 

                (a)           Parentis duly organized and validly existing, and licensed to do business as acorporation under the laws of the State of Delaware

 

                (b)           Parenthas the corporate power and authority, and all requisite licenses, permits andauthorizations, to execute and deliver the Agreement and to perform theirduties hereunder.  This Agreement hasbeen duly authorized by Parent’s Board of Directors, executed and delivered byit and constitutes its legal, valid and binding agreements, enforceable againstthem in accordance with their terms, except as enforceability may be limited bybankruptcy, insolvency, reorganization or other laws affecting creditors’rights and remedies generally and by general principles of equity (regardlessof whether such enforceability is considered in a proceeding in equity or atlaw).

 

                (c)           Theexecution, delivery and performance of this Agreement will not (A) violate orconflict with any provision of the articles of organization, operatingagreement or other governance documents of parent; or (B) violate or conflictwith, constitute a breach of or default under, result in the loss of anymaterial benefit under, or permit the acceleration of or entitle and party toaccelerate any obligation under 

 

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or pursuant to, any materialmortgage, lien, lease, agreement, instrument, order, law, arbitration award,judgment or decree to which Parent is a party or by which Parent assets may bebound

 

**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**

 

**               **ThisAgreement shall terminate at the same time as the termination of the ServicingAgreement.

 

**5.  Miscellaneous**

 

                (a)           Neitherthe existence of the Agreement and the other Agreements, nor their execution,is intended to be, nor shall it be construed to be, the formation ofpartnership or joint venture between the Bank and Advance Entities.

 

                (b)           ThisAgreement supersedes any negotiations, discussions or communications betweenthe Bank and Advance Entities and constitutes the entire agreement of the Bankand Advance Entities with respect to the subject matter hereof.

 

                (c)           Failureof any party to insist, in one or more instances, on performance by any otherParty in accordance with the terms and conditions of this Agreement shall notbe deemed a waiver or relinquishment of any right granted hereunder or of thefuture performance of any such term or condition or of any other term orcondition of the Agreement unless and to the extent that such waiver is in awriting signed by or on behalf of the Party alleged to have granted such waiver

 

                (d)           ThisAgreement and the rights and duties described herein shall be governed by, andinterpreted in accordance with, the laws of the State of Delaware, withoutreference to Alabama or Washington choice of law rules.

 

                (e)           Anycontroversy or claim arising out to or relating to this Agreement, or thebreach thereof, shall be settled by binding arbitration in a mutuallyconvenient location in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association(“AAA”). The arbitrator shall be selected by agreement of the Parties or, if theycannot agree on an arbitrator within thirty (30) days after written notice of aParty’s desire to have a matter settled by arbitration, then the arbitratorshall be selected by the AAA.  Anyarbitrator hereunder must be either a lawyer who has practiced law for at leastten years or a retired judge.  Thearbitrator shall render his or here decision in writing in accordance withapplicable substantive laws.  Thedetermination reached in such arbitration shall be final and binding on allParties hereto without any right of appeal except as provided by the FederalArbitration Act.  Any court of competentjurisdiction may enforce any determination or award of the arbitrator.  Unless otherwise agreed by the Parties, anysuch arbitration shall be conducted in accordance with the rules of theAAA.  The arbitrator shall have theright and power to apportion the costs and expenses of the arbitration(including the Parties' attorneys' fees and expenses) in his or herdiscretion.  THE PARTIES HEREBYEXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION ORCAUSE OF ACTION SUBJECT TO ARBITRATION HEREUNDER.

 

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                (f)            Theheadings of the several sections and subsections of this Agreement are insertedfor convenience only and shall not in any way affect the meaning orconstruction of any provision of this Agreement.

 

                IN WITNESS WHEREOF, the Bank and AdvanceEntities, intending to be legally bound hereby, have caused this Agreement tobe executed by their duly authorized officers as of the day and year firs setforth 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                              |                             |

 

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