CONSENT TO CREDIT AGREEMENT

          (c)       Investment Manager and Lender hereby acknowledge that MTM has notified the United States Securities and Exchange Commission (the “SEC”) that it will not be able to timely file its Annual Report on Form 10-K for the fiscal year ended March 31, 2009 (“Form 10-K”), but that MTM intends to file its Form 10-K with the SEC on or before July 14, 2009. Notwithstanding the restrictions set forth in Section 4.5 of the Credit Agreement, or any other provisions of the Credit Agreement to the contrary, Investment Manager and Lender hereby consent and agree that MTM may file its Annual Report on Form 10-K for the fiscal year ended March 31, 2009, with the SEC at any time on or before the date authorized by and in accordance with any extension of time for the filing thereof granted to MTM by the SEC.

          (d)       The consents contained in this Section One are specific in intent and are valid only for the specific purposes for which they are given. Nothing contained herein obligates Investment Manager and Lender to agree to any additional consents to any additional actions by the Borrowers.

          Section Two. Release of Claims. To induce Investment Manager and Lender to enter into this Consent, each of the Borrowers hereby agrees as follows:

          (a)       each Borrower hereby represents and warrants that there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which such Borrower may have or claims to have against Investment Manager or Lender, existing or occurring on or prior to the date of this Consent, arising from or in connection with the Credit Agreement or any of the Loan Documents.

          (b)       each Borrower hereby releases, waives and forever discharges and relieves Investment Manager and Lender and all their respective parents, subsidiaries and affiliates and the officers, directors, agents, attorneys and employees of each of the foregoing (hereinafter “Releasees”) from any and all claims, liabilities, demands, actions, suits, covenants, losses, costs, offsets and defenses of any nature and kind whatsoever, whether at law or equity of otherwise, whether known or unknown, which such Borrower ever had, now has, or have been caused by any act of commission or omission of Investment Manager or Lender, existing or occurring on or prior to the date of this Agreement, against or related to the Releasees, arising from or in connection with the Credit Agreement or any of the Loan Documents.

          Section Three. Representations and Warranties. To induce Investment Manager and Lender to enter into this Consent, each of the Borrowers hereby warrants and represents to Investment Manager and Lender as follows:

          (a)      no Defaults or Events of Default have occurred, other than Existing Defaults;

          (b)      the execution, delivery and performance of this Consent by such Borrower is within its corporate powers, has been duly authorized by all necessary corporate action, and such Borrower has received all necessary consents and approvals, if any are required, for the execution and delivery of this Consent;

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