Tower Loan of Mississippi, Inc. - Page 6

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          notes that Cooper executed to Trustmark (the Trustmark notes).              
          The loan agreement further provided for the assignment to AFIC              
          and AFLIC of life insurance policies issued by Lamar Life                   
          Insurance Co. (the Lamar policies) on Cooper’s life.  In January            
          1986, Mrs. Cooper, the owner of the Lamar policies, so assigned             
          the Lamar policies.                                                         
               Matheney Ford defaulted on the loan, leaving Cooper indebted           
          to AFLIC in the amount of $140,000 (hereinafter sometimes                   
          referred to as the Cooper debt).  On May 24, 1988, the Coopers              
          and AFLIC executed a second loan agreement (the second loan                 
          agreement).  Under the second loan agreement, AFLIC agreed to               
          purchase the outstanding Trustmark notes and the Trustmark deed             
          of trust for $210,000 and to renew Cooper’s $140,000 indebtedness           
          in exchange for new promissory notes from the Coopers.  In                  
          accordance with the second loan agreement, the Coopers executed             
          the following, with AFLIC as payee:  (1) A promissory note in the           
          amount of $328,500 and (2) a nonrecourse promissory note in the             
          amount of $21,500.  The second loan agreement provided that the             
          Lamar policies remained assigned to AFLIC.                                  
               AFLIC foreclosed on the deed of trust, purchased the Cooper            
          residence, and subsequently sold it, applying the proceeds to               
          reduce the Coopers’ debt.  On or about June 22, 1989, Cooper and            
          AFLIC entered into a third loan agreement (the third loan                   
          agreement), whereby they agreed to refinance the Coopers’                   
          indebtedness by having Cooper execute a new promissory note to              

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