REVOLVING
CREDIT AGREEMENT









dated
effective as of October 30, 2007









by and
between









AmREIT




as
Borrower









and









WELLS
FARGO BANK, NATIONAL ASSOCIATION




as
Lender







TABLE
OF CONTENTS




PageARTICLE
      1.
            
            DEFINITIONS
            1Section
      1.1
            
            DefinitionsSection
      1.2
            
            Accounting
      Terms and Determinations; Covenant CalculationsSection
      1.3
            
            SubsidiariesSection
      1.4
            
            Interpretation
      Generally; TimesARTICLE
      2
            
            CREDIT
      FACILITYSection
      2.1
            
            Making of
      Revolving LoanSection
      2.2
            
            Requests for
      BorrowingsSection
      2.3
            
            FundingSection
      2.4
            
            ContinuationSection
      2.5
            
            ConversionSection
      2.6
            
            Interest
      RateSection
      2.7
            
            Special
      Provisions for LIBOR LoansSection
      2.8
            
            Capital
      AdequacySection
      2.9
            
            Repayment of
      LoansSection
      2.10
            
            Voluntary
      Reductions of the CommitmentSection
      2.11
            
            Credit Sweep
      AccountSection
      2.12
            
            Funds Transfer
      DisbursementsSection
      2.13
            
            Revolving
      NoteSection
      2.14
            
            Letters of
      CreditARTICLE
      3
            
            GENERAL LOAN
      PROVISIONSSection 3.1
            
            FeesSection
      3.2
            
            Computation of
      Interest and FeesSection
      3.3
            
            Limitation of
      InterestSection
      3.4
            
            Statements of
      AccountSection
      3.5
            
            Lender's
      RelianceARTICLE
      4
            
            UNECUMBERED
      POOL PROPERTIESSection
      4.1
            
            Acceptance of
      Unencumbered Pool PropertiesSection
      4.2
            
            Termination of
      Designation as Unencumbered Pool PropertySection 4.3
            
            Additional
      Requirements of Unencumbered Pool PropertiesARTICLE
      5
            
            CONDITIONSSection
      5.1
            
            Conditions
      Precedent to EffectivenessSection
      5.2
            
            Conditions
      Precedent to Loans and Issuance of Letters of CreditARTICLE
      6
            
            REPRESENTATIONS
      AND WARRANTIESSection
      6.1
            
            Existence and
      PowerSection
      6.2
            
            Ownership
      StructureSection
      6.3
            
            Authorization
      of Agreement, Revolving Notes, Loan Documents and BorrowingsSection
      6.4
            
            Compliance of
      Agreement, Revolving Notes, Loan Documents and Borrowing with Laws,
      etc.Section
      6.5
            
            Compliance
      with Law; Governmental ApprovalsSection
      6.6
            
            Indebtedness
      and GuaranteesSection
      6.7
            
            Property
      Management Agreements and Other Major AgreementsSection
      6.8
            
            Absence of
      DefaultsSection
      6.9
            
            Financial
      InformationSection
      6.10
            
            LitigationSection
      6.11
            
            ERISASection
      6.12
            
            TaxesSection
      6.13
            
            Investment
      Company Act; Public Utility Holding Company ActSection
      6.14
            
            Full
      DisclosureSection
      6.15
            
            InsuranceSection
      6.16
            
            Not Plan
      AssetsSection
      6.17
            
            Title and
      LiensSection
      6.18
            
            Unencumbered
      Pool PropertiesSection
      6.19
            
            Margin
      StockSection
      6.20
            
            SolvencySection
      6.21
            
            Tax Shelter
      RegulationsARTICLE
      7
            
            COVENANTSSection
      7.1
            
            InformationSection
      7.2
            
            Payment of
      ObligationSection
      7.3
            
            Maintenance of
      Property; InsuranceSection
      7.4
            
            Conduct of
      Business; Maintenance of Exeistence; Qualification; Amendment of
      Declaration of TrustSection
      7.5
            
            Compliance of
      LawsSection
      7.6
            
            Inspection of
      Property, Books and RecordsSection
      7.7
            
            Consolidations,
      Mergers, Acquistions and Sales of AssetsSection
      7.8
            
            Use of
      Proceeds and Letters of CreditSection
      7.9
            
            Major
      AgreementsSection
      7.10
            
            Major
      ConstructionSection
      7.11
            
            Material
      EventsSection
      7.12
            
            ERISASection
      7.13
            
            ERISA
      ExemptionsSection
      7.14
            
            Negative
      PledgeSection
      7.15
            
            Listing Status
      and REIT StatusSection
      7.16
            
            Agreements
      with AffiliatesSection
      7.17
            
            New
      SubsidiariesSection
      7.18
            
            ManagementSection
      7.19
            
            ConcentrationsSection
      7.20
            
            No Further
      Unsecured IndebtednessSection
      7.21
            
            Interest Rate
      HedgeARTICLE
      8
            
            FINANCIAL
      COVENANTSSection
      8.1
            
            Minimum
      Tangible Net WorthSection
      8.2
            
            Ratio of Total
      Liabilities to Gross Asset ValueSection
      8.3
            
            DistributionsSection
      8.4
            
            Ratio of
      EBITDA to Fixed ChargesSection
      8.5
            
            Permitted
      InvestmentsSection
      8.6
            
            Ratio of
      Unencumbered Net Operating Income to Unsecured Interest ExpenseSection
      8.7
            
            Ration of
      Secured Indebtedness to Gross Asset ValueSection
      8.8
            
            Maximum Loan
      AvailabilityARTICLE
      9
            
            DEFAULTSSection
      9.1
            
            Events of
      DefaultsSection
      9.2
            
            Remedies Upon
      an Event of DefaultSection
      9.3
            
            Additional
      Remedies Upon Certain DefaultSection
      9.4
            
            Collateral
      AccountARTICLE
      10
            
            MISCELLANEOUSSection
      10.1
            
            NoticesSection
      10.2
            
            No
      WaiversSection
      10.3
            
            ExpensesSection
      10.4
            
            Stamp,
      Intangible and Recording TaxesSection
      10.5
            
            Loan Sales and
      Participations; Discloser of InformationSection
      10.6
            
            IndemnificationSection
      10.7
            
            Successors and
      AssignsSection
      10.8
            
            Governing
      LawSection
      10.9
            
            LitigationSection
      10.10
            
            Counterparts;
      IntegrationSection
      10.11
            
            Invalid
      ProvisionsSection
      10.12
            
            Mandatory
      DisclosuresSection
      10.13
            
            Limitation of
      Liability of Trustees, Etc.Section
      10.14
            
            ENTIRE
      AGREEMENTSection
      10.15
            
            ConfidentialitySection
      10.16
            
            USA Patriot
      Act Notice ComplianceEXHIBITSA
            
            Form of
      GuarantyB
            
            Form of
      Revolving NoteC
            
            Form of Notice
      of BorrowingD
            
            Form of Notice
      of ContinuationE
            
            Form of Notice
      of ConversionF
            
            Form of
      OpinionG
            
            Form of
      Encumbered Pool CertificateH
            
            Form of
      Eligibility CertificateI
            
            Transfer
      Authorization DesignationSCHEDULESSchedule
      2.13(a)
            
            Outstanding
      Letters of CreditSchedule
      4.1
            
            Unencumbered
      Pool Properties as of Agreement DateSchedule
      6.2
            
            Ownership
      StructureSchedule
      6.6
            
            Indebtedness
      and GuarantiesSchedule
      6.7
            
            Property
      Management Agreements and Other Major AgreementsSchedule
      6.15
            
            Insurance














































REVOLVING
CREDIT AGREEMENT




THIS
REVOLVING CREDIT AGREEMENT (this "Agreement") is entered into effective as of
October 30, 2007, by and between AmREIT, a Texas Real Estate Investment Trust
("Borrower") and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Lender").  This Agreement entirely supercedes and replaces that
certain Revolving Credit Agreement between Lender and Borrower dated September
4, 2003.




WHEREAS,
Borrower desires to borrow from Lender, on an unsecured revolving credit basis,
loans in an aggregate principal sum outstanding from time to time not exceeding
Seventy Million Dollars ($70,000,000.00), the proceeds of which shall be used
only for the purposes specifically permitted under the terms of this Agreement;
and




WHEREAS,
Lender is willing to make loans to Borrower on such basis for such purposes,
subject to the terms and conditions hereof.




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:




ARTICLE
1.




DEFINITIONS




Section
1.1  Definitions.




The
following terms, as used herein, have the following meanings:




"Adjusted LIBO Rate"
means, with respect to any Interest Period, an interest rate per annum equal to
the lesser of (a) the sum of (1) the LIBO Rate with respect to such Interest
Period plus (2) the Applicable Margin or (b) the Maximum Lawful
Rate.




"Affiliate" means any
Person (other than Lender): (a) directly or indirectly controlling,
controlled by, or under common control with, the Borrower; (b) directly or
indirectly owning or holding ten percent (10.0%) or more of any equity interest
in the Borrower; or (c) ten percent (10.0%) or more of whose voting stock
or other equity interest is directly or indirectly owned or held by the
Borrower.  For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with") means the possession directly or indirectly of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities or by contract or
otherwise.  In no event shall Lender be deemed to be an Affiliate of
the Borrower.




"Applicable Law" means
all applicable provisions of local, state, federal and foreign constitutions,
statutes, rules, regulations, ordinances, decrees, permits, concessions and
orders of all governmental bodies and all orders and decrees of all courts,
tribunals and arbitrators.




"Applicable Margin"
means (i) prior to the Trigger Date, the percentage rate set forth on Chart A
below corresponding to the ratio of Total Liabilities to Gross Asset Value as
determined in accordance with Section 7.1(c) in effect at such time and
(ii) after the Trigger Date, the p ercentage
rate set forth on Chart B below corresponding to the ratio of Total Liabilities
to Gross Asset Value as determined in accordance with Section 7.1(c) in effect
at such time:




Chart
A




Level
            
            Ratio
      of Total Liabilities to Gross Asset Value
            
            Applicable
      Margin for LIBOR Loans
            
            
            Applicable
      Margin for Base Rate Loans1
            
            Less
      than or equal to .55 to 1.00
            
            
            1.00
            %
            
            
            0
            %2
            
            Greater
      than .55 to 1.00 but less than or equal to 0.60 to 1.00
            
            
            1.15
            %
            
            
            0
            %3
            
            Greater
      than 0.60 to 1.00 but less than or equal to 0.65 to 1.00
            
            
            1.25
            %
            
            
            0
            %4
            
            Greater
      than 0.65 to 1.00 but less than or equal to 0.70 to 1.00
            
            
            1.35
            %
            
            
            0
            %5
            
            Greater
      than 0.70 to 1.00
            
            
            1.85
            %
            
            
            .50
            %




Chart
B




Level
            
            Ratio
      of Total Liabilities to Gross Asset Value
            
            Applicable
      Margin for LIBOR Loans
            
            
            Applicable
      Margin for Base Rate Loans1
            
            Less
      than or equal to .55 to 1.00
            
            
            1.00
            %
            
            
            0
            %2
            
            Greater
      than .55 to 1.00 but less than or equal to 0.60 to 1.00
            
            
            1.15
            %
            
            
            0
            %3
            
            Greater
      than 0.60 to 1.00 but less than or equal to 0.65 to 1.00
            
            
            1.25
            %
            
            
            0
            %4
            
            Greater
      than 0.65 to 1.00
            
            
            1.85
            %
            
            
            .60
            %







The
Applicable Margin for Loans shall be determined by Lender  based on
the ratio of Total Liabilities to Gross Asset Value as set forth in the
Compliance Certificate most recently delivered by the Borrower pursuant to
Section 7.1(c)  Any such adjustment to such Applicable Margin
shall be effective as of the first day of the calendar month immediately
following the month during which Borrower delivers to Lender the applicable
Compliance Certificate pursuant to Section 7.1(c).  If the
Borrower fails to deliver a Compliance Certificate pursuant to Section 7.1(c)
the Applicable Margin shall equal the percentages corresponding to Level 5,
Chart A or Level 4, Chart B, as then applicable, from the date the required
Compliance Certificate was due until the date of receipt by Lender of the
required Compliance Certificate; however the application of such Level 5, Chart
A or Level 4, Chart B Applicable Margin, whichever is then applicable, under
such circumstances shall not impair Lender's ability to declare such failure to
deliver the required Compliance Certificate an Event of Default.  The
inclusion of Level 5, Chart A and Level 4, Chart B Applicable Margins shall not
be deemed a waiver by Lender of the covenant set forth in Section
8.2.




"Base Rate" means a
rate of interest equal to the lesser of (a) the greater of (1) the rate of
interest per annum established from time to time by Lender at its principal
office in San Francisco, California and designated as its prime rate (which rate
of interest may not be the lowest rate charged by Lender on similar loans) plus
the Applicable Margin and (2) the Federal Funds Rate plus one-half of one
percent (0.5%) plus the Applicable Margin or (b) the Maximum Lawful
Rate.  Each change in the Base Rate shall become effective without
prior notice to Borrower
automatically as of the opening of business on the date of such change in the
Base Rate.









"Base Rate Loan" means
any portion of the Revolving Loan with respect to which the interest rate is
calculated by reference to the Base Rate.




"Business Day" means
(a) any day except a Saturday, Sunday or other day on which commercial banks in
San Francisco, California are authorized or required to close and (b) with
reference to LIBOR Loans, any day (except a Saturday, Sunday or other day on
which commercial banks in San Francisco, California are authorized or required
to close) on which dealings in Dollar deposits are carried out in the London
interbank market.




"Capital Expenditures
Reserve" means, for any period and with respect to any Property, an
amount equal to the greater of (a) the aggregate square footage of all completed
space of such Property times $.25, times a fraction, the numerator of which is
the number of days of such period, and the denominator of which is 365 and (b)
the amount of capital expenditures actually made in respect of such Property,
excluding non-recurring capital expenditures for such period.




"Capitalized Lease
Obligation" means Indebtedness represented by obligations under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of such Indebtedness shall be the
capitalized amount of such obligations determined in accordance with
GAAP.




"Collateral Account"
means Account Number 4945073278 established by Borrower with Lender as a
special, interest-bearing, deposit account under Lender's sole dominion and
control.




"Commitment" means the
lesser of (i) Seventy Million and No/100 Dollars ($70,000,000.00) and (ii) the
sum of Seventy Million and No/100 Dollars minus the amount of
any Secured Indebtedness which is incurred by Borrower after the date of this
Agreement.




"Compliance
Certificate" means the certificate described in Section
7.1(c).




"Consequential Loss"
means with respect to (a) Borrower's payment of all or any portion of the
then-outstanding principal amount of a LIBOR Loan on a day other than the last
day of the Interest Period related thereto or (b) any of the circumstances
specified in Section 2.7(d) upon which a Consequential Loss may be incurred, any
loss (excluding loss of anticipated profits), cost or expense incurred by Lender
as a result of the timing of such payment or LIBOR Loan or in the redepositing,
redeploying or reinvesting the principal amount so paid or affected by the
timing of such LIBOR Loan or the circumstances described in such Section 2.7(d),
including without limitation, the sum of (i) the interest which, but for the
payment or timing of the LIBOR Loan, Lender would have earned in respect of such
principal amount, reduced, if Lender is able to redeposit, redeploy, or reinvest
such principal amount by the interest earned by Lender as a result of so
redepositing, redeploying or reinvesting such principal amount and (ii) any
expense or penalty incurred by Lender on redepositing, redeploying or
reinvesting such principal amount.  All determinations of
Consequential Loss shall be made by Lender exercising its reasonable
judgment.




"Contingent
Obligation" means, for any Person, any commitment, undertaking, Guarantee
or other obligation constituting a contingent liability that must be accrued
under GAAP.




"Continue," "Continuation" and
"Continued"
each refers to the continuation of a LIBOR Loan from one Interest Period to the
next Interest Period pursuant to Section 2.4.




"Convert," "Conversion" and
"Converted"
each refers to the conversion of a Base Rate Loan to a LIBOR Loan or a LIBOR
Loan to a Base Rate Loan.




"Default" means any
condition or event which constitutes an Event of Default or which with the
giving of notice or lapse of time or both would, unless cured or waived, become
an Event of Default.




"Derivatives Contract"
means any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement.  Not in limitation of the foregoing, the term
"Derivatives Contract" includes any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement, including any such obligations or
liabilities under any such master agreement.




"Derivatives Termination
Value" means, in respect of any one or more Derivatives Contracts, after
taking into account the effect of any legally enforceable netting agreement
relating to such Derivatives Contracts, (a) for any date on or after the
date such Derivatives Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for
any date prior to the date referenced in clause (a) the amount(s) determined as
the mark-to-market value(s) for such Derivatives Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by
any recognized dealer in such Derivatives Contracts (which may include
Lender).




"Development Property"
means real estate which is then undergoing development or redevelopment;
however, such real property shall cease to be "Development Property" on the
earlier of (i) twelve (12) full months of operations following completion or
(ii) achievement of an Occupancy Rate of 80%.  The term "Development
Property" shall include real property of the type described in the immediately
preceding sentence to be (but not yet) acquired by the Borrower, any Subsidiary
or any Unconsolidated Affiliate upon completion of construction pursuant to a
contract in which the seller of such real property is required to develop or
renovate prior to, and as a condition precedent to, such
acquisition.







"Dollars" or "$" means the lawful
currency of the United States of America.




"EBITDA" means, with
respect to any Person and for any period and without duplication, the sum of (a)
net earnings (loss) of such Person for such period (excluding equity in net
earnings or net loss of Unconsolidated Affiliates) plus (b) depreciation and
amortization expense and other non-cash charges of such Person for such period
(but only to the extent deducted in determining net income (loss) for such
period) plus (c) the amortized cash portion of direct financing leases (as
defined by GAAP) but only to the extent deducted in determining net income
(loss) for such period (d) plus interest expense of such Person for such period
(but only to the extent deducted in determining net income (loss) for such
period) plus (e) income and franchise tax expense of such Person in respect of
such period (but only to the extent deducted in determining net income (loss)
for such period) minus (with respect to gains) or plus (with respect to losses)
(f) extraordinary gains or losses of such Person, non-recurring items of income
or expense relating to mergers and potential acquisitions acceptable to Lender
in its reasonable discretion, and gains and losses from sales of assets of such
Person for such period plus (g) such Person's pro rata share of EBITDA of each
of such Person's Unconsolidated Affiliates (determined in a manner consistent
with the calculation of such Person's EBITDA) minus (with respect to gains) or
plus (with respect to losses) any net income attributable to partnerships which
hold Property in which partnerships such Person has direct or indirect (through
a Subsidiary of such Person) ownership interest of not greater than fifty
percent (50%).




"Effective Date" means
the date this Agreement becomes effective in accordance with Section
5.1.




"Eligible Property"
means a Property which satisfies all of the following requirements as determined
by Lender:  (a) such Property is owned 100% in fee simple by Borrower
or a Wholly Owned Subsidiary of Borrower (however the foregoing is not intended
to exclude real estate which is ground leased by Borrower or a Wholly Owned
Subsidiary of Borrower to a tenant which has constructed and owns the
improvements on such ground leased real estate); (b) neither such Property, nor
any interest of Borrower or such Wholly Owned Subsidiary therein, is subject to
any Lien other than Permitted Liens or to any agreement (other than this
Agreement or any other Loan Document) that prohibits the creation of any Lien
thereon as security for Indebtedness; (c) if such Property is owned by a Wholly
Owned Subsidiary: (i) none of Borrower's direct or indirect ownership interest
in such Wholly Owned Subsidiary is subject to any Lien other than Permitted
Liens or to any agreement (other than this Agreement or any other Loan Document)
that prohibits the creation of any Lien thereon as security for Indebtedness and
(ii) neither such Wholly Owned Subsidiary, nor any other Wholly Owned Subsidiary
through which Borrower holds any indirect interest in such Wholly Owned
Subsidiary, is subject to any restriction of any kind which would limit its
ability to pay or perform its obligations under the Guaranty required to be
delivered hereunder prior to its obligation to pay dividends or make any other
distribution on any of such Wholly Owned Subsidiary's capital stock or other
securities owned by Borrower or any other Wholly Owned Subsidiary of Borrower;
(d) such Property has an Occupancy Rate of at least 80%; and (e) such Property
is free of all structural defects, title defects, environmental conditions or
other adverse matters except for defects, conditions or matters individually or
collectively which are not material to the profitable operation of such
Property.




"Eligible Subsidiary"
means any Subsidiary of Borrower other than a Special Purpose
Subsidiary.




"Eligibility
Certificate" means the certificate described in Section 4.1(b)(iv) and in
the Form of Exhibit H.




"Environmental Laws"
means any Applicable Law relating to environmental protection or the
manufacture, storage, disposal or clean-up of Hazardous Materials including,
without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.;
Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste
Disposal Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National
Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the
Environmental Protection Agency and any applicable rule of common law and any
judicial interpretation thereof relating primarily to the environment or
Hazardous Materials.




"Equity Interest"
means, with respect to any Person, any share of capital stock of (or other
ownership or profit interests in) such Person, any warrant, option or other
right for the purchase or other acquisition from such Person of any share of
capital stock of (or other ownership or profit interests in) such Person, any
security convertible into or exchangeable for any share of capital stock of (or
other ownership or profit interests in) such Person or warrant, right or option
for the purchase or other acquisition from such Person of such shares (or such
other interests), and any other ownership or profit interest in such Person
(including, without limitation, partnership, member or trust interests therein),
whether voting or nonvoting, and whether or not such share, warrant, option,
right or other interest is authorized or otherwise existing on any date of
determination.




"Equity Issuance"
means any issuance or sale by a Person of any Equity Interest.




"ERISA" means the
Employee Retirement Income Security Act of 1974, as amended, or any successor
statute.




"ERISA Group" means
all members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control that are treated as a single
employer under Section 414 of the Internal Revenue Code.




"ERISA Plan" means any
employee benefit plan subject to Title I of ERISA.




"Event of Default"
means the occurrence of any of the events specified in Section 9.1, whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment or order of any court
or any order, rule or regulation of any governmental or nongovernmental body;
provided that any requirement for notice or lapse of time or any other condition
has been satisfied.




"Executive Investment
Summary" means, to the extent available, the set of information provided
to the investment committee of the Borrower in connection with the acquisition
of a Property.  The Executive Investment Summary shall include, at a
minimum, the following information relating to such Property: (a) a description
of such Property, such description to include the age, location, site plan,
color photographs (to the extent reasonably available to Borrower)
and current occupancy rate of such Property; (b) the purchase price paid or to
be paid for such Property; (c) the capitalization rate for such Property; (d) a
summary of the existing tenants of such Property; (d) either current operating
statements for such Property for the immediately preceding fiscal year and for
current fiscal year through the fiscal quarter most recently ending (to the
extent reasonably available to Borrower) or pro forma operating statements for
such Property (to the extent reasonably available to Borrower); and (e) other
demographics and trade information relating to such
Property.









"Federal Funds Rate"
means, for any day, the rate per annum (rounded upward, if necessary, to the
nearest 1/100th of 1%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day, provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Lender on such day on such transactions
as reasonably determined by Lender.




"FIRREA" means the
Financial Institution Recovery Reform and Enforcement Act of 1989, as
amended.




"Fixed Charges" means,
with respect to a Person and for a given period, the sum of (a) the
Interest Expense of such Person for such period, plus (b) the
aggregate of all scheduled principal payments on Indebtedness made by such
Person during such period (excluding balloon, bullet or similar payments of
principal due upon the stated maturity of Indebtedness), plus (c) the
aggregate of all preferred dividends paid or accrued by such Person during such
pe­riod, plus (d) the
Capital Expenditures Reserve for such period.




"Funds from
Operations" means, as of any period for a Person, net income (computed in
accordance with GAAP), excluding gains (or losses) from sale of property and
debt restructuring, plus depreciation and amortization (except for amortization
of deferred financing cost), and after adjustments for unconsolidated
partnerships and joint ventures.  Adjustments for unconsolidated
partnerships and joint ventures will be calculated to reflect funds from
operations on the same basis.  "Funds from Operations" shall not
include items which are classified as "extraordinary" in accordance with
GAAP."




"GAAP" means, as to a
particular Person, such accounting practice as, in the opinion of the
independent accountants of recognized national standing regularly retained by
such Person and acceptable to Lender, conforms at the time to generally accepted
accounting principles, consistently applied.  Generally Accepted
Accounting Principles means those principles and practices (a) which are
recognized as such by the Financial Accounting Standards Board, (b) which are
applied for all periods after the date hereof in a manner consistent with the
manner in which such principles and practices were applied to the most recent
audited financial statements of the relevant Person furnished to Lender or where
a change therein has been concurred in by such Person's independent auditors,
and (c) which are consistently applied for all periods after the date hereof so
as to reflect properly the financial condition, and results of operations and changes
in financial position, of such Person.  If there is a change in such
accounting practice as to Borrower, then Borrower shall, unless otherwise
consented to by Lender, continue to utilize, for the purpose of this Agreement,
the accounting practices applicable to Borrower prior to such
change.




"Governmental
Approvals" means all authorizations, consents, approvals, licenses and
exemptions of, registrations and filings with, and reports to, all Governmental
Authorities.




"Governmental
Authority" means any government (or any political subdivision or
jurisdiction thereof), court, bureau, agency or other governmental authority
having jurisdiction over Borrower or any Subsidiary, or any of its or their
business, operations or properties.




"Gross Asset Value"
means, at a given time, the sum (without duplication) of (a) the sum of the
Operating Property Values of Borrower and its Subsidiaries on a consolidated
basis at such time, plus (b) all cash and
cash equivalents (excluding tenant deposits) of the Borrower and its
Subsidiaries at such time provided, however, that restricted cash and cash
equivalents, including, without limitation, cash deposited in escrow accounts
for taxes and insurance, shall only be included in Gross Asset Value to the
extent a liability corresponding thereto is included in the determination of
Total Liabilities and further provided that accounts receivable and notes
receivable owed to Borrower or any of its Subsidiaries by an Affiliate of
Borrower or any of its Subsidiaries cannot, in the aggregate, contribute more
than Twenty-Five Million and No/100 Dollars ($25,000,000.00) of Gross Asset
Value; plus
(c) the current book value of all unimproved real property (other than
Development Property) of Borrower and its Subsidiaries on a consolidated basis
held for development (provided that the aggregate value of all real property
held for development shall not exceed 5% of the Gross Asset Value) plus (d) the current
book value of all Development Property of Borrower and its Subsidiaries on a
consolidated basis, plus (e) the
contractual purchase price of properties subject to purchase obligations,
repurchase obligations, forward commitments and unfunded obligations to the
extent such obligations and commitments are included in determining Borrower's
Total Liabilities, plus (f) Borrower's
Ownership Share of the Operating Property Value of Unconsolidated Affiliates,
plus
(g) Borrower's Ownership Share of the current book value of all unimproved
real property (other than Development Property) of Unconsolidated Affiliates
(subject to the percentage limitation set forth in [c] above) plus
(h) Borrower's Ownership Share of the current book value of all Development
Property of Unconsolidated Affiliates.




"Guarantee" by any
Person means any obligation, contingent or otherwise, of such Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation (whether arising by virtue of partnership arrangements, by
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (b)
entered into for the purpose of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part), provided that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning.







"Guarantor" means all
Eligible Subsidiaries of Borrower and each other Person who has executed and
delivered a Guaranty.




"Guaranty" means the
Guaranty executed by each Guarantor in favor of Lender and substantially in the
form of Exhibit A.




"Hazardous Substances"
means all or any of the following: (a) substances that are defined or
listed in, or otherwise classified pursuant to, any applicable Environmental
Laws as "hazardous substances", "hazardous materials", "hazardous wastes",
"toxic substances" or any other formulation intended to define, list or classify
substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, "TCLP"
toxicity, or "EP toxicity"; (b) oil, petroleum or petroleum derived
substances, natural gas, natural gas liquids or synthetic gas and drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources;
(c) any flammable substances or explosives or any radioactive materials;
(d) asbestos in any form; and (e) electrical equipment which contains
any oil or dielectric fluid containing levels of polychlorinated biphenyls in
excess of fifty parts per million.  However, de minimus amounts of
substances which would otherwise be classified as Hazardous Substances and are
utilized in the ordinary course of the use of Properties and in accordance with
Applicable Laws are not Hazardous Substances for the purpose of this
Agreement.




"Indebtedness" means,
with respect to a Person, at the time of computation thereof, all of the
following (without duplication): (a) all obligations of such Person in
respect of money borrowed; (b) all obligations of such Person (other than
trade debt incurred in the ordinary course of business), whether or not for
money borrowed (i) represented by notes payable, or drafts accepted, in
each case representing extensions of credit, (ii) evidenced by bonds,
debentures, notes or similar instruments, or (iii) constituting purchase
money indebtedness, conditional sales contracts, title retention debt
instruments or other similar instruments, upon which interest charges are
customarily paid or that are issued or assumed as full or partial payment for
property; (c) Capitalized Lease Obligations of such Person; (d) all
Letter of Credit Liabilities of such Person; (e) all Off Balance Sheet
Liabilities of such Person; (f) net obligations under any Derivative
Contract in an amount equal to the Derivatives Termination Value thereof; and
(g) all Indebtedness of other Persons to the extent (i) such Person
has Guaranteed or is otherwise recourse to such Person or (ii) is secured
by a Lien on any property of such Person.




"Intangible Assets"
means, with respect to any Person (to the extent reflected in determining
stockholders' equity of such Person) (a) deferred charges, (b) the amount of any
write-up in the book value of any assets contained in any balance sheet
resulting from revaluation thereof or any write-up in excess of the cost of such
assets acquired, and (c) the aggregate of all amounts appearing on the assets
side of any such balance sheet for franchises, licenses, permits, patents,
patent applications, copyrights, trademarks, trade names, goodwill, treasury
stock, experimental or organizational expenses and other like
intangibles.  Notwithstanding the foregoing, "Intangible Assets" shall
not include any adjustments required under Financial Accounting Standard (FAS)
141.




"Interest Expense"
means, for any Person and for any period, without redundancy, all paid, accrued
or capitalized interest expense of such Person (other than capitalized interest funded
from a Reserved Construction Loan) for such period and shall include (a) all
paid or accrued interest expense in respect of Indebtedness and other
liabilities which such Person has Guaranteed or is otherwise obligated whether
or not on a recourse basis, (b) such Person's Ownership Share of all paid or
accrued interest expense for such period of Unconsolidated Affiliates of such
Person, (c) costs related to Derivatives Contracts, and (d) fees and other
expenses related to the issuance of letters of credit.




"Interest Period"
means with respect to any LIBOR Loan, the period commencing on the date of the
borrowing, Conversion or Continuation of such LIBOR Loan and ending on the last
day of the period selected by Borrower pursuant to the provisions
below.  The duration of each Interest Period shall be one (1), two
(2), three (3) or six (6) months, which in each case Borrower may, in an
appropriate Notice of Borrowing, Notice of Continuation or Notice of Conversion,
select.  In no event shall an Interest Period extend beyond the
Maturity Date.  Whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day;
provided, however, that if such extension would cause the last day of such
Interest Period to occur in the next following calendar month, the last day of
such Interest Period shall occur on the next preceding Business
Day.  In no event shall an Interest Period have a duration of less
than one month.




"Interest Rate Hedge"
– A Derivatives Contract which is acceptable to Lender, and pursuant to which
Borrower's Interest Expense relating to the Indebtedness which is outstanding
under the Commitment is controlled within parameters acceptable to
Lender.




"Internal Revenue
Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.




"Investment" means,
with respect to any Person, any acquisition or investment (whether or not of a
controlling interest) by such Person, whether by means of (a) the purchase or
other acquisition of any Equity Interest in another Person, (b) a loan, advance
or extension of credit to, capital contribution to, Guaranty of Indebtedness of,
or purchase or other acquisition of any Indebtedness of, another Person,
including any partnership or joint venture interest in such other Person, or (c)
the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute the business or a
division or operating unit of another Person.  Any commitment or
option to make an Investment in any other Person shall constitute an
Investment.  Except as expressly provided otherwise, for purposes of
determining compliance with any covenant contained in a Loan Document, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.




"Issuing Bank" means
Lender or an affiliate of Lender, as the issuer of Letters of Credit
hereunder.




"Issuing Bank Fees"
means the Fees payable to the Issuing Bank pursuant to the last sentences of
Section 3.1(b) and (c).




"L/C Commitment
Amount" means an amount equal to $5,000,000.00.







"Lending Office" means
Lender's office identified as:  Wells Fargo Bank, National
Association, Disbursement and Operations Center, 733 Marquette Avenue, 10th Floor,
Minneapolis, Minnesota 55402, Attention:  Jivko Sabev.




"Letter of Credit" has
the meaning set forth in Section 2.13(a).




"Letter of Credit
Documents" means, with respect to any Letter of Credit, collectively, any
application therefor, any certificate or other document presented in connection
with a drawing under such Letter of Credit and any other agreement, instrument
or other document governing or providing for (a) the rights and obligations of
the parties concerned or at risk with respect to such Letter of Credit or (b)
any collateral security for any of such obligations.




"Letter of Credit
Liabilities" shall mean, without duplication, at any time and in respect
of any Letter of Credit, the sum of (a) the Stated Amount of such Letter of
Credit plus (b) the aggregate unpaid principal amount of all Reimbursement
Obligations of Borrower at such time due and payable in respect of all drawings
made under such Letter of Credit.




"LIBO Rate" means,
with respect to each Interest Period, the average rate of interest per annum
(rounded upwards, if necessary, to the next highest 1/16th of 1%) at which
deposits in immediately available funds in Dollars as quoted to Lender by its
current information service provider (at approximately 9:00 a.m., San Francisco
time, two Business Days prior to the first day of such Interest Period) by first
class banks in the interbank Eurodollar market, where the Eurodollar operations
of Lender are customarily conducted, for delivery on the first day of such
Interest Period, such deposits being for a period of time equal or comparable to
such Interest Period and in an amount equal to or comparable to the principal
amount of the LIBOR Loan to which such Interest Period relates.  Each
determination of the LIBO Rate by Lender shall, in absence of demonstrable
error, be conclusive and binding.




"LIBOR Loan" means any
portion of the Revolving Loan with respect to which the interest rate is
calculated by reference to the LIBO Rate for a particular Interest
Period.




"Lien" as applied to
the real property of any Person means:  (a) any security interest,
encumbrance, mortgage, deed to secure debt, deed of trust, pledge, lien, charge
or lease constituting a Capitalized Lease Obligation, conditional sale or other
title retention agreement, or other security interest, security title or
encumbrance of any kind in respect of any property of such Person, or upon the
income or profits therefrom; (b) any arrangement, express or implied, under
which any property of such Person is transferred, sequestered or otherwise
identified for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to the payment of the
general, unsecured creditors of such Person; (c) the filing of any financing
statement under the Uniform Commercial Code or its equivalent in any
jurisdiction; and (d) any agreement by any such person to grant, give or
otherwise convey any of the foregoing.




"Loan" means a LIBOR
Loan or a Base Rate Loan.




"Loan Documents" means
this Agreement, the Revolving Note, each Letter of Credit, each of the
Guaranties, any agreement evidencing the fees referred to in Section 3.1(c) and
each other
document or instrument executed and delivered by any Loan Party in connection
with this Agreement or any of the other foregoing documents.




"Loan Party" means
each of Borrower, each Guarantor, and each other Person who guarantees all or a
portion of the Obligations and/or who pledges any collateral security to secure
all or a portion of the Obligations.




"MacArthur Pads" means
those retail pad sites located in front of the shopping center at I-635 and
MacArthur Boulevard, Irving, Texas, which pad sites are not encumbered by a
Lien.




"Major Agreements"
means, at any time, (a) each Property Management Agreement with respect to a
Property and (b) any other agreement which in any way relates to the use,
occupancy, operation, maintenance, enjoyment or ownership of a Property, the
breach or loss of which would have a Materially Adverse Effect.




"Materially Adverse
Effect" means a materially adverse effect on (a) the business, assets,
liabilities, financial condition, or results of operations of Borrower and its
Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform its
obligations under any Loan Document to which it is a party, (c) the validity or
enforceability of any of such Loan Documents, (d) the rights and remedies of
Lender under any of such Loan Documents or (e) the timely payment of the
principal of or interest on the Revolving Loan or other amounts payable in
connection therewith.  Except with respect to representations made or
deemed made by Borrower under Article 6 or in any of the other Loan Documents to
which any Loan Party is a party, all determinations of materiality shall be made
by Lender in its reasonable judgment unless expressly provided
otherwise.




"Maximum Loan
Availability" means the lesser of (a) the amount of the Commitment and
(b) the amount by which the sum of (i) the Unencumbered Pool Value, plus (ii) all cash
and cash equivalents of Borrower and its wholly-owned Subsidiaries other than
tenant deposits and other restricted cash and cash equivalents (such as cash
held in reserves, escrow accounts and the like) exceeds all Unsecured
Indebtedness (other than the Commitment) of Borrower and its
Subsidiaries.




"Mortgage" means a
mortgage, deed of trust or deed to secure debt or similar security instrument
made by a Person owning an interest in real estate granting a Lien or such
interest in real estate as security for the payment of
Indebtedness.




"Net Operating Income"
means, for any Property for the period in question, but without duplication, the
sum of (a) rents and other revenues received in the ordinary course from such
Property (including amounts received from tenants as reimbursements for common
area maintenance, taxes and insurance and proceeds of rent loss insurance but
excluding pre-paid rents and revenues and security deposits except
to  the extent applied in satisfaction of tenants' obligations for
rent) minus (b) all expenses paid or accrued related to the ownership, operation
or maintenance of such property, including but not limited to taxes, assessments
and the like, insurance, utilities, payroll costs, maintenance, repair and
landscaping expenses, marketing expenses, and general and administrative
expenses (including an appropriate allocation for legal, accounting,
advertising, marketing and other expenses incurred in connection with such
property, but
specifically excluding general overhead expenses of Borrower and any property
management fees) minus (c) the Capital Expenditures Reserve for such Property as
of the end of such period minus (d) the greater of (i) the actual property
management fee paid during such period and (ii) an imputed management fee
determined by multiplying the Applicable Management Fee Percentage (hereinafter
defined) times the gross revenues for such Property for such period, in each
case determined in accordance with GAAP.  The term "Applicable
Management Fee Percentage" shall mean, four percent (4.0%) with respect to
multi-tenant Properties and one percent (1%) with respect to single-tenant
Properties.









"Non-ERISA Plan" means
any Plan subject to Section 4975 of the Internal Revenue Code.




"Notice of Borrowing"
means a notice in the form of Exhibit C to be delivered to Lender by Borrower
pursuant to Section 2.2.




"Notice of
Continuation" means a notice in the form of Exhibit D to be delivered to
Lender by Borrower pursuant to Section 2.4.




"Notice of Conversion"
means a notice in the form of Exhibit E to be delivered to Lender by Borrower
pursuant to Section 2.5.




"Obligations" means,
individually and collectively:  (a) the Loans; (b) all Reimbursement
Obligations and all other Letter of Credit Liabilities; (c) any and all renewals
and extensions of any of the foregoing and (d) all other indebtedness,
liabilities, obligations, covenants and duties of Borrower owing to Lender
and/or the Issuing Bank of every kind, nature and description, under or in
respect of this Agreement or any of the other Loan Documents, whether direct or
indirect, absolute or contingent, due or not due, contractual or tortious,
liquidated or unliquidated, and whether or not evidenced by any promissory
note.




"Occupancy Rate"
means, with respect to a Property at any time, the ratio, expressed as a
percentage, of (a) the net rentable square footage of such Property actually
occupied by tenants paying rent pursuant to binding leases as to which no
monetary default has occurred and has been continuing for a period of 90 or more
days to (b) the aggregate net rentable square footage of such
Property.




"Off Balance Sheet
Liabilities" means, with respect to any Person, any obligation or
liability that does not appear as a liability on the balance sheet of such
Person and that constitutes (a) any repurchase obligation or liability,
contingent or otherwise, of such Person with respect to any accounts or notes
receivable sold, transferred or otherwise disposed of by such Person,
(b) any repurchase obligation or liability, contingent or otherwise, of
such Person with respect to property or assets leased by such Person as lessee
and (c) all obligations, contingent or otherwise, of such Person under any
synthetic lease, tax retention operating lease, off balance sheet loan or
similar off balance sheet financing if the transaction giving rise to such
obligation (i) is considered indebtedness for borrowed money for tax
purposes but is classified as an operating lease or (ii) does not (and is
not required pursuant to GAAP to) appear as a liability on the balance sheet of
such Person.




"Operating Property
Value" means, as of a given date and with respect to any Person, such
Person's EBITDA for the fiscal quarter most recently ended (including the
amortized cash portion of direct financing leases [as defined by GAAP] not
already added back to EBITDA, and excluding Net Operating Income from any
Property not owned by such Person for the entire fiscal quarter most recently
ended and further excluding EBITDA derived from sources other than Property)
multiplied by 4
and divided by
seven percent (7%), plus the purchase
price of any real property acquired during the fiscal quarter most recently
ended other than real property upon which construction is then in
progress.




"Ownership Share"
means, with respect to any Subsidiary of a Person or any Unconsolidated
Affiliate of a Person, the greater of (a) such Person's relative nominal direct
and indirect ownership interest (expressed as a percentage) in such Subsidiary
or Unconsolidated Affiliate or (b) such Person's relative direct and
indirect economic interest (calculated as a percentage) in such Subsidiary or
Unconsolidated Affiliate determined in accordance with the applicable provisions
of the declaration of trust, articles or certificate of incorporation, articles
of organization, partnership agreement, joint venture agreement or other
applicable organizational document of such Subsidiary or Unconsolidated
Affiliate.




"PBGC" means the
Pension Benefit Guaranty Corporation or any entity succeeding to any or all of
its functions under ERISA.




"Permitted
Distributions" means an amount not exceeding 95% of Borrower's Funds from
Operations for the prior four calendar quarters.




"Permitted Liens"
means (a) Liens granted to Lender to secure the Obligations, (b) pledges or
deposits made to secure payment of worker's compensation (or to participate in
any fund in connection with worker's compensation insurance), unemployment
insurance, pensions or social security programs, (c) encumbrances consisting of
zoning restrictions, easements, or other restrictions on the use of real
property, provided that such items do not materially impair the use of such
property for the purposes intended and none of which is violated in any material
respect by existing or proposed structures or land use, (d) the following to the
extent no Lien has been filed in any jurisdiction or agreed to: (i) Liens for
taxes not yet due and payable; or (ii) Liens imposed by mandatory provisions of
Applicable Law such as for materialmen's, mechanic's, warehousemen's and other
like Liens arising in the ordinary course of business, securing payment of
Indebtedness the payment of which is not yet due, (e) Liens for taxes,
assessments and governmental charges or assessments that are being contested in
good faith by appropriate proceedings diligently conducted, and for which
reserves acceptable to Lender have been provided, (f) Liens expressly permitted
under the terms of the Loan Documents, and (g) any extension, renewal or
replacement of the foregoing to the extent such Lien as so extended, renewed or
replaced would otherwise be permitted hereunder.




"Person" means an
individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.







"Plan" means at any
time an employee pension benefit plan which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code.




"Property" means real
property improved with one or more operating retail properties.




"Property Management
Agreements" means, collectively, all agreements entered into by any
Person with a Property Manager pursuant to which such Person engages such
Property Manager to advise such Person with respect to the management of a
Property.




"Property Manager"
means any Person engaged under a Property Management Agreement to advise the
owner of a Property with respect to the management of such
Property.




"Regulations T, U and
X" means Regulations T, U and X of the Board of Governors of the Federal
Reserve System, as in effect from time to time.




"Reimbursement
Obligation" means the absolute, unconditional and irrevocable obligation
of Borrower to reimburse the Issuing Bank for any drawing honored by the Issuing
Bank under a Letter of Credit.




"REIT" means a Person
qualifying for treatment as a "real estate investment trust" under the Internal
Revenue Code.




"Reserved Construction
Loan" shall mean a construction loan extended to Borrower or any
Subsidiary for the purpose of financing construction of a Property in respect of
which:  (a) no default or event of default exists; (b) interest on
such loan has been budgeted to accrue at a rate of not less than the Base Rate
at the time the interest reserve account is established; (c) the amount of such
budgeted interest has been (i) included in the principal amount of such loan and
(ii) segregated into an interest reserve account (which shall include any
arrangement whereby loan proceeds equal to such budgeted interest are reserved
and only disbursed to make interest payments in respect of such loan); (d)
absent an event of default or default, such interest can be paid out of such
interest reserve account only for the purpose of making interest payments on
such loan; and (e) the amount held in such interest reserve account in respect
of such loan, together with the net income, if any, from such Property projected
by Lender will be sufficient, as determined by Lender, to pay all Interest
Expense on such loan until the date that the Net Operating Income of such
Property is anticipated to be sufficient to pay all Interest Expense on such
loan.




"Restricted Payment"
means cash payment or other distributions on, or in respect of, any class of
stock of, or other equity interest in, a Person, or other payments or transfers
made in respect of the redemption, repurchase or acquisition of such stock or
equity interest, other than any distribution or other payment payable solely in
capital stock of such Person.




"Revolving Credit Termination
Date" means the earlier to occur of (a) October 30, 2009 or (b) the date
on which the Commitment is terminated pursuant to Section 9.2.




"Revolving Loan" means
the credit facility evidenced by the Revolving Note.




"Revolving Note" means
the promissory note executed by Borrower, payable to the order of Lender, in the
amount of the Commitment and substantially in the form of Exhibit
B.




"Secured Indebtedness"
means, with respect to any Person, any Indebtedness of such Person that is
secured in any manner by any Lien on any real property and shall include such
Person's Ownership Share of the Secured Indebtedness of any of such Person's
Unconsolidated Affiliates.  The term "Secured Indebtedness" shall not
include Indebtedness secured by partnership interests.




"Share" means a
transferable unit of beneficial interest in Borrower.




"Solvent" means, when
used with respect to any Person, that (a) the fair value and the fair salable
value of its assets (excluding any Indebtedness due from any Affiliate of such
Person) are each in excess of the fair valuation of its total liabilities
(including all contingent liabilities); (b) such Person is able to pay its debts
or other obligations in the ordinary course as they mature and (c) that the
Person has capital not unreasonably small to carry on its business and all
business in which it proposes to be engaged.




"Special Purpose
Subsidiary" means any "single-asset" or "single pool" Subsidiary of the
Borrower that has been or may hereafter be formed by the Borrower for the
exclusive purposes of obtaining permanent financing from a lender, and owning
and operating the assets so financed, and which is prohibited by such lender
from providing any guaranty of other Indebtedness.




"Stated Amount" means
the amount available to be drawn by a beneficiary under a Letter of Credit from
time to time, as such amount may be increased or reduced from time to time in
accordance with the terms of such Letter of Credit.




"Subsidiary" means,
for any Person, any corporation, partnership or other entity of which at least a
majority of the securities or other ownership interests having by the terms
thereof ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions of such corporation, partnership or
other entity (without regard to the occurrence of any contingency) is at the
time directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person.  "Wholly Owned Subsidiary" means any such corporation,
partnership or other entity of which all of the equity securities or other
ownership interests (other than, in the case of a corporation, directors'
qualifying shares) are so owned or controlled.




"Substantial Amount"
means, at the time of determination thereof, an amount greater than or equal to
15% of the sum of (a) total consolidated assets of Borrower and its
Subsidiaries, on a consolidated basis, at such time, plus (b) accumulated
depreciation of Borrower and its Subsidiaries, on a consolidated basis, at such
time.




"Tangible Net Worth"
means, for any Person and as of a given date, such Person's total consolidated
stockholders' equity, excluding intangible assets, plus, in the case of
the Borrower, increases in accumulated depreciation and amortization accrued
after the Effective Date, minus (to the extent
contained in determining stockholders' equity of such Person): (a) the
amount of any write-up in the book value of any assets reflected in any balance
sheet resulting from revaluation
thereof or any write-up in excess of the cost of such assets acquired, and
(b) the aggregate of all amounts appearing on the assets side of any such
balance sheet for franchises, licenses, permits, patents, patent applications,
copyrights, trademarks, service marks, trade names, goodwill, treasury stock,
experimental or organizational expenses and other like assets which would be
classified as intangible assets under GAAP, all determined on a consolidated
basis.









"Total Budgeted Costs"
means, with respect to any Development Property, all amounts budgeted with
respect to all of the following:  (a) acquisition of land and any
related improvements; (b) a reasonable and appropriate reserve for
construction interest; (c) a reasonable and appropriate operating deficit
reserve; (d) tenant improvements, (e) leasing commissions and (f)
other hard and soft costs associated with the development or redevelopment of
such real property.  With respect to any real property to be developed
in more than one phase, the Total Budgeted Cost shall exclude budgeted costs
(other than costs relating to acquisition of land and related improvements) to
the extent relating to any phase for which (i) construction has not yet
commenced and (ii) a binding construction contract has not been entered
into by the Borrower, any other Subsidiary or any Unconsolidated Affiliate, as
the case may be.  For purposes of this definition, Total Budgeted
Costs shall, with respect to any real property being developed by an
Unconsolidated Affiliate, be equal to the greater of (x) Borrower's or any
Subsidiary's Ownership Share of such Unconsolidated Affiliate times the Total
Budgeted Costs determined in accordance with the foregoing or (y) the total
amount of Indebtedness related to such real property that Borrower or any
Subsidiary has Guaranteed or is otherwise obligated on a recourse
basis.




"Total Liabilities"
means, as to any Person as of a given date, all liabilities which would, in
conformity with GAAP, be properly classified as a liability on a consolidated
balance sheet of such Person as of such date, and in any event shall include
(without duplication): (a) all Indebtedness of such Person, including
without limitation, Capitalized Lease Obligations and reimbursement obligations
with respect to any letter of credit, (b) all accounts payable and accrued
expenses of such Person; (c) all purchase and repurchase obligations and
forward commitments of such Person to the extent such obligations or commitments
are evidenced by a binding purchase agreement (forward commitments shall include
without limitation (i) forward equity commitments and (ii) commitments
to purchase any real property under development, redevelopment or renovation);
(d) all unfunded obligations of such Person; (e) all lease obligations
of such Person (including ground leases) to the extent required under GAAP to be
classified as a liability on a balance sheet of such Person; (f) all
contingent obligations of such Person including, without limitation, all
Guarantees of Indebtedness by such Person; (g) all liabilities of any
Unconsolidated Affiliate of such Person, which liabilities such Person has
Guaranteed or is otherwise obligated on a recourse basis; and (h) such
Person's Ownership Share of the Indebtedness of any Unconsolidated Affiliate of
such Person, including Nonrecourse Indebtedness of such Person.  For
purposes of clauses (c) and (d) of this definition, the amount of Total
Liabilities of a Person at any given time in respect of (x) a contract to
purchase or otherwise acquire unimproved or fully developed real property shall
be equal to (i) the total purchase price payable by such Person under such
contract if, at such time, the seller of such real property would be entitled to
specifically enforce such contract against such Person, otherwise, (ii) the
aggregate amount of due diligence deposits, earnest money payments and other
similar payments made by such Person under such contract which, at such time,
would be subject to forfeiture upon termination of the contract and (y) a
contract relating to the acquisition of real property
which the seller is required to develop or renovate prior to, and as a condition
precedent to, such acquisition, shall be equal to (i) the maximum amount
reasonably estimated to be payable by such Person under such contract assuming
performance by the seller of its obligations under such contract, which amount
shall include, without limitation, any amounts payable after consummation of
such acquisition which may be based on certain performance levels or other
related criteria if, at such time, the seller of such real property would be
entitled to specifically enforce such contract against such Person, otherwise
(ii) the aggregate amount of due diligence deposits, earnest money payments and
other similar payments made by such Person under such contract which, at such
time, would be subject to forfeiture upon termination of the
contract.  For purposes of this definition, Total Budgeted Costs shall
include the Total Budgeted Costs of Development Properties being developed by
third parties with related Indebtedness which such Person Guaranteed or is
otherwise obligated.




"Trigger Date" means
the earlier of (i) the first anniversary of the Effective Date and (ii) the date
on which Borrower has received cumulative proceeds (net of transaction costs)
from the sale or issuance by Borrower, after the Effective Date, of Shares,
options, warrants or other Equity Interests of any class or character in the
amount of at least Eighteen Million and No/100 Dollars
($18,000,000.00).




"Type" with respect to
the Revolving Loan, refers to whether the applicable portion of the Revolving
Loan is a LIBOR Loan or a Base Rate Loan.




"Unconsolidated
Affiliate" shall mean, in respect of any Person, any other Person in whom
such Person holds an Investment, which Investment is accounted for in the
financial statements of such Person on an equity basis of accounting and whose
financial results would not be consolidated under GAAP with the financial
results of such Person on the consolidated financial statements of such
Person.




"Unencumbered Net Operating
Income" means, for any period, the aggregate Net Operating Income for
such period for each Property of Borrower or any Subsidiary which satisfies all
of the following requirements as determined by Lender:  (a) such
Property is 100% owned in fee simple by Borrower or a Wholly Owned Subsidiary of
Borrower; (b) neither such Property nor any interest of Borrower or such
Subsidiary therein, is subject to any Lien other than Permitted Liens or to any
agreement (other than this Agreement or any other Loan Document) that prohibits
the creation of any Lien thereon as security for Indebtedness; (c) if such
Property is owned by a Subsidiary:  (i) none of Borrower's Ownership
Share in such Subsidiary is subject to any Lien other than Permitted Liens or to
any agreement (other than this Agreement or any other Loan Document) that
prohibits the creation of any Lien thereon as security for Indebtedness and (ii)
neither such Subsidiary, nor any other Subsidiary through which Borrower holds
any indirect interest in such Subsidiary, is subject to any restriction of any
kind which would limit its ability to pay or perform its obligations under the
Guaranty required to be delivered hereunder prior to its obligation to pay
dividends or make any other distribution on any of such Subsidiary's capital
stock or other securities owned by Borrower or any other Subsidiary of
Borrower.




"Unencumbered Pool
Certificate" means a report, certified by the chief financial officer
of  Borrower in the manner provided for in Exhibit G, setting forth
the calculations required to establish
the Unencumbered Pool Value as of a specified date, all in form and detail
satisfactory to Lender.









"Unencumbered Pool
Properties" means those Eligible Properties that have been approved
pursuant to Article 4 for inclusion when calculating the Maximum Loan
Availability.




"Unencumbered Pool
Value" means, at any time, the sum of the following amounts as determined
for each Unencumbered Pool Property:  (a) the Net Operating Income of
such Unencumbered Pool Property for the fiscal quarter most recently ended times
(b) 4 and divided by (c) seven percent (7%).




"Unsecured
Indebtedness" means, with respect to a Person, all Indebtedness of such
Person that is not Secured Indebtedness.




"Unsecured Interest
Expense" means, with respect to a Person and for a given period, all
Interest Expense for such period attributable to the Unsecured Indebtedness of
such Person.




"Unused Fee" means a
fee payable by Borrower to Lender in consideration of Lender's having the
Commitment available to be loaned to Borrower, which Unused Fee shall be
calculated and paid quarterly based on the portion of the Commitment, determined
on a daily basis, not borrowed and outstanding during such preceding calendar
quarter.




Section
1.2  Accounting Terms and
Determinations; Covenant Calculations.




Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP.




Section
1.3  Subsidiaries.




Unless
explicitly set forth to the contrary, a reference to "Subsidiary" shall mean a
Subsidiary of Borrower and a reference to an "Affiliate" shall mean a reference
to an Affiliate of Borrower.




Section
1.4  Interpretation Generally;
Times.




References
in this Agreement to "Sections", "Articles", "Exhibits" and "Schedules" are to
sections, articles, exhibits and schedules herein and hereto unless otherwise
indicated.  References in this Agreement or any other Loan Document to
any document, instrument or agreement (a) shall include all exhibits, schedules
and other attachments thereto, as updated from time to time, (b) shall include
all documents, instruments or agreements issued or executed in replacement
thereof, and (c) shall mean such document, instrument or agreement, or
replacement or predecessor thereto, as amended, modified or supplemented from
time to time in accordance with its terms and in effect at any given
time.  Wherever from the context it appears appropriate, each term
stated in either the singular or plural shall include the singular and plural,
and pronouns stated in the masculine, feminine or neuter gender shall include
the masculine, the feminine and the neuter.  Unless otherwise
indicated, all references to time are references to San Francisco, California
time.






CREDIT
FACILITY




Section
1.5  Making of Revolving
Loan.




(a)  Subject
to the terms and conditions set forth in this Agreement including, without
limitation, Section 2.1(b), Lender agrees to permit Borrower to make borrowings
under the Revolving Loan during the period from and including the Effective Date
to but excluding the Revolving Credit Termination Date, in an aggregate
principal amount at any one time outstanding up to, but not exceeding, the
lesser of (a) the Maximum Loan Availability and (b) the
Commitment.  Each borrowing shall be in an aggregate principal amount
of (i) with respect to Base Rate Loans, except with respect to fundings under
the Sweep Agreement (hereinafter defined), $100,000.00 and integral multiples of
$50,000.00 in excess of that amount (except that any such borrowing of Base Rate
Loans may be in the aggregate amount of the unused Commitment) and (ii) with
respect to LIBOR Loans, $250,000.00 and integral multiples of $100,000.00 in
excess of that amount.  Within the foregoing limits and subject to the
other terms of this Agreement, Borrower may borrow, repay and reborrow the
Revolving Loan.




(b)  Notwithstanding
any other term of this Agreement or any other Loan Document, at no time may the
aggregate principal amount of all outstanding LIBOR Loans, Base Rate Loans and
Letter of Credit Liabilities, exceed the lesser of (a) Maximum Loan Availability
at such time or (b) the Commitment.




Section
1.6  Requests for
Borrowings.




Not later
than 10:00 a.m. at least one Business Day prior to a borrowing of Base Rate
Loans and not later than 10:00 a.m. at least three Business Days prior to a
borrowing of LIBOR Loans, Borrower shall deliver to Lender a Notice of
Borrowing.  Each Notice of Borrowing shall specify the principal
amount of the Revolving Loans to be borrowed, the date such amount is to be
borrowed (which must be a Business Day), the use of the proceeds of such
borrowing, the Type of the requested borrowing and if such borrowing is to be a
LIBOR Loan, the initial Interest Period for such LIBOR Loan.  Each
Notice of Borrowing shall be irrevocable once given and binding on
Borrower.  Prior to delivering a Notice of Borrowing, Borrower may
(without specifying whether the borrowing will be a Base Rate Loan or a LIBOR
Loan) request that Lender provide Borrower with the most recent LIBO Rate
available to Lender.  Lender shall provide such quoted rate to
Borrower on the date of such request or as soon as possible
thereafter.




Section
1.7  Funding.  Promptly
after receipt of a Notice of Borrowing, and upon and subject to fulfillment of
all applicable conditions set forth herein, Lender shall make available to
Borrower at Lender's Lending Office, not later than 11:00 a.m. on the date of
the requested borrowing, the proceeds of such borrowing.




Section
1.8  Continuation.




So long
as no Event of Default shall have occurred and be continuing, Borrower may on
any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR
Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period
for such LIBOR Loan.  Each new
Interest Period selected under this Section shall commence on the last day of
the immediately preceding Interest Period.  Each selection of a new
Interest Period shall be made by Borrower's giving of a Notice of Continuation
not later than 10:00 a.m. on the third Business Day prior to the date of any
such Continuation by Borrower to Lender.  Such notice by Borrower of a
Continuation shall be by telephone or telecopy, confirmed immediately in writing
if by telephone, in the form of a Notice of Continuation, specifying (a) the
date of such Continuation, (b) the LIBOR Loan and portion thereof subject to
such Continuation and (c) the duration of the selected Interest Period, all of
which shall be specified in such manner as is necessary to comply with all
limitations on Loans outstanding hereunder.  Each Notice of
Continuation shall be irrevocable by and binding on Borrower once
given.  If Borrower shall fail to select in a timely manner a new
Interest Period for any LIBOR Loan in accordance with this Section, such Loan
will automatically, on the last day of the current Interest Period therefore,
Convert into a Base Rate Loan notwithstanding failure of Borrower to comply with
Section 2.5.









Section
1.9  Conversion.




So long
as no Event of Default shall have occurred and be continuing, Borrower may on
any Business Day, upon Borrower's giving of a Notice of Conversion to Lender,
Convert the entire amount of all or a portion of a Loan of one Type into a Loan
of another Type.  Any Conversion of a LIBOR Loan into a Base Rate Loan
shall be made on, and only on, the last day of an Interest Period for such LIBOR
Loan.  Each such Notice of Conversion shall be given not later than
10:00 a.m. on the Business Day prior to the date of any proposed Conversion into
Base Rate Loans and on the third Business Day prior to the date of any proposed
Conversion into LIBOR Loans.  Subject to the restrictions specified
above, each Notice of Conversion shall be by telephone or telecopy confirmed
immediately in writing if by telephone in the form of a Notice of Conversion
specifying (a) the requested date of such Conversion, (b) the Type of Loan to be
Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of
Loan such Loan is to be Converted into and (e) if such Conversion is into a
LIBOR Loan, the requested duration of the Interest Period of such
Loan.  Each Notice of Conversion shall be irrevocable by and binding
on Borrower once given.  Each Conversion from a Base Rate Loan to a
LIBOR Loan shall be in an amount of not less than $250,000.00 or integral
multiples of $100,000.00 in excess of that amount.




Section
1.10  Interest
Rate.




(a)  All
Loans.  The unpaid principal of each Base Rate Loan shall bear
interest from the date of the making of such Loan to but not including the date
of repayment thereof at a rate per annum equal to the Base Rate in effect from
day to day.  The unpaid principal of each LIBOR Loan shall bear
interest from the date of the making of such Loan to but not including the date
of repayment thereof at a rate per annum equal to the Adjusted LIBO Rate for the
Interest Period therefor.




(b)  Default
Rate.  Notwithstanding the immediately preceding subsection (a), or
any other provision of this Agreement to the contrary, effective immediately
upon the occurrence and during the continuance of any Event of Default, the
outstanding principal balance of the Loans and all Reimbursement Obligations,
and to the extent permitted by Applicable Law any interest payments on the Loans
not paid when due, shall bear interest payable on demand until paid at
the




(c)  lesser of
the Maximum Rate or the Base Rate from time to time in effect plus four percent
(4.0%).




Section
1.11  Special Provisions for LIBOR
Loans.




(a)  Inadequacy
of LIBOR Pricing.  Anything herein to the contrary notwithstanding,
if, on or prior to the determination of any LIBO Rate for any Interest
Period:




(i)  Lender
reasonably determines, which determination shall be conclusive, absent manifest
error, that quotations of interest rates for the relevant deposits referred to
in the definition of LIBO Rate are not being provided in the relevant amounts or
for the relevant maturities for purposes of determining rates of interest for
LIBOR Loans as provided herein; or




(ii)  Lender
reasonably determines, which determination shall be conclusive, absent manifest
error, that the relevant rates of interest referred to in the definition of LIBO
Rate upon the basis of which the rate of interest for LIBOR Loans for such
Interest Period is to be determined are not likely adequately to cover the cost
to Lender of making or maintaining LIBOR Loans for such Interest
Period;




then
Lender shall give Borrower prompt notice thereof and, so long as such condition
remains in effect, Lender shall be under no obligation to, and shall not, make
additional LIBOR Loans, Continue LIBOR Loans or Convert Base Rate Loans into
LIBOR Loans and Borrower shall, on the last day of each current Interest Period
for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan
into a Base Rate Loan in accordance with Section 2.5.




(b)  Number of
Interest Periods.  Anything herein to the contrary notwithstanding,
there shall not be outstanding at any one time more than six (6) Interest
Periods.




(c)  Illegality
of LIBOR Loans.  If, after the date of this Agreement, the adoption of
any Applicable Law, rule or regulation, or any change therein, or any change in
the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Lender with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for Lender to make,
maintain or fund LIBOR Loans, Lender shall forthwith give notice thereof to
Borrower.  Before giving any notice pursuant to this subsection,
Lender shall designate a different LIBOR lending office if such designation will
avoid the need for giving such notice and will not be otherwise materially
disadvantageous to Lender (as determined in the reasonable judgment of
Lender).  Upon receipt of such notice, Borrower shall Convert Lender's
LIBOR Loans to Base Rate Loans, on either (i) the last day of the then-current
Interest Period applicable to such LIBOR Loan if Lender may lawfully continue to
maintain and fund such LIBOR Loan to such day or (ii) immediately if Lender may
not lawfully continue to fund and maintain such LIBOR Loan to such
day.




(d)  Consequential
Losses.  Borrower shall indemnify Lender against any Consequential
Loss incurred by Lender as a result of (i) any failure to fulfill, on or before
the date specified for such Loan in the applicable Notice of Borrowing, the
conditions to such Loan set forth herein, or (ii) Borrower's requesting that a
Base Rate Loan not be Converted into a




(e)  LIBOR
Loan on the date specified for such Conversion in a Notice of Conversion, (iii)
Borrower's requesting that a LIBOR Loan not be Continued on the date specified
for such Continuation in a Notice of Continuation or (iv) Borrower's requesting
that a LIBOR Loan not be made on the date specified for such LIBOR Loan in the
Notice of Borrowing.  A certificate of Lender establishing the amount
due from Borrower according to the preceding sentence, together with a
description in reasonable detail of the manner in which such amount has been
calculated, shall be prima facie evidence thereof.




(f)  Increased
Costs for LIBOR Loans.  If, after the date hereof, any Governmental
Authority, central bank or other comparable authority, shall at any time impose,
modify or deem applicable any reserve (including, without limitation, any
imposed by the Board of Governors of the Federal Reserve System), special
deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by Lender or shall impose on Lender (or its
eurodollar lending office) or the interbank eurodollar market any other
condition affecting its LIBOR Loans, the Revolving Note or Lender's obligation
to make LIBOR Loans; and the result of any of the foregoing is to increase the
cost to Lender of making or maintaining LIBOR Loans, or to reduce the amount of
any sum received or receivable by Lender under this Agreement, or under the
Revolving Note, by an amount reasonably deemed by Lender to be material, then,
within five days after demand by Lender, Borrower shall pay to Lender such
additional amount or amounts as will compensate Lender for such increased cost
or reduction.  Lender will (i) notify Borrower of any event occurring
after the date of this Agreement which will entitle Lender to compensation
pursuant to this subsection as promptly as practicable (but in any event within
120 days) after Lender obtains actual knowledge of such event, and Borrower
shall not be liable for any such increased costs that accrue between the date
such notification is required to be given and the date it was actually given and
(ii) use good faith and reasonable efforts to designate a different lending
office for Lender's LIBOR Loans if such designation will avoid the need for, or
reduce the amount of, such compensation and will not, in the reasonable opinion
of Lender, be materially disadvantageous to Lender.  A certificate of
Lender claiming compensation under this Section and setting forth in reasonable
detail the calculation of the additional amount or amounts to be paid to it
hereunder shall be prima facie evidence thereof.




(g)  Effect on
Base Rate Loans.  If notice has been given pursuant to Section 2.7(a)
or (c) requiring LIBOR Loans of Lender to be repaid or Converted, then unless
and until Lender notifies Borrower that the circumstances giving rise to such
repayment no longer apply, all Loans shall be Base Rate Loans.  If
Lender notifies Borrower that the circumstances giving rise to such repayment no
longer apply, Borrower may thereafter select LIBOR Loans.




(h)  Payments
Not at End of Interest Period.  If Borrower makes any payment of
principal with respect to any LIBOR Loan on any day other than the last day of
an Interest Period applicable to such LIBOR Loan, then Borrower shall reimburse
Lender on demand the Consequential Loss incurred by Lender as a result of the
timing of such payment.  A certificate of Lender setting forth in
reasonable detail the basis for the determination of the amount of Consequential
Loss shall be delivered to Borrower by Lender and shall, in the absence of
demonstrable error, be conclusive and binding.  Any Conversion of a
LIBOR Loan to a Base Rate Loan on any day other than the last day of the
Interest Period for such LIBOR Loan shall be deemed a payment for purposes of
this subsection.







(i)  Capital
Adequacy.




If, after
the date hereof, Lender shall have reasonably determined that either (a) the
adoption of any law, rule, regulation or guideline of general applicability
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or (b) compliance by Lender (or any lending office of Lender) with any
request or directive of general applicability regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on Lender's capital as a consequence of its or Borrower's obligations hereunder
to a level below that which Lender could have achieved but for such adoption,
change or compliance (taking into consideration Lender's policies with respect
to capital adequacy) by an amount reasonably deemed by Lender to be material,
then from time to time, Lender may notify Borrower, which notice shall include a
calculation and a reference to the law, rule or regulation.  Within
120 days thereafter, Borrower shall either (i) pay to Lender such additional
amount or amounts as will adequately compensate Lender for such reduction
effective with the 121st day, or
(ii) payoff the Loans.  Lender will notify Borrower of any such
determination which will entitle Lender to compensation pursuant to this
subsection as promptly as practicable (but in any event within 120 days) after
Lender obtains actual knowledge of the event or condition prompting Lender to
make such determination.  A certificate of Lender claiming
compensation under this Section and setting forth the additional amount or
amounts to be paid to it hereunder, together with the description of the manner
in which such amounts have been calculated, shall be prima facie evidence
thereof.  In determining such amount, Lender may use any reasonable
averaging and attribution methods.




Section
1.12  Repayment of
Loans.




(a)  All
accrued and unpaid interest on the unpaid principal amount of each Loan shall be
payable (i) monthly in arrears on the first day of each month, commencing with
the first full calendar month occurring after the Effective Date, (ii) on the
Revolving Credit Termination Date and (iii) on any date on which the principal
balance of such Loan is due and payable in full.




(b)  The
aggregate outstanding principal balance of Revolving Loan shall be due and
payable in full on the Revolving Credit Termination Date.




(c)  Except
with respect to payments under the Sweep Agreement, Borrower may, upon at least
one Business Day's prior notice to Lender, prepay any Loan in whole at any time,
or from time to time in part in an amount equal to $100,000.00 or integral
multiples of $50,000.00 in excess of that amount, by paying the principal amount
to be prepaid.  If Borrower shall prepay the principal of any LIBOR
Loan on any date other than the last day of the Interest Period applicable
thereto, Borrower shall pay the amounts, if any, due under Section
2.7(d).




(d)  If at any
time the aggregate principal amount of all outstanding principal balances of
LIBOR Loans and Base Rate Loans, together with the aggregate amount of Letter of
Credit Liabilities, exceeds the aggregate amount of the Commitment, Borrower
shall promptly upon demand pay to Lender the amount of such
excess.  If at any time the aggregate outstanding principal balances
of LIBOR Loans and Base Rate Loans together with the aggregate amount
of




(e)  all
Letter of Credit Liabilities, exceeds the Maximum Loan Availability, then
Borrower shall, within 10 days of Borrower obtaining actual knowledge of the
occurrence of such excess, deliver to Lender a written plan acceptable to Lender
to eliminate such excess (whether by designation of additional Properties as
Unencumbered Pool Properties, by Borrower repaying an appropriate amount of
Loans, or otherwise).  If such excess is not eliminated within 30 days
of Borrower obtaining actual knowledge of the occurrence thereof, then the
entire outstanding principal balance of all Loans and all accrued interest
thereon, together with an amount equal to all Letter of Credit Liabilities for
deposit into the Collateral Account, shall be immediately due and payable in
full.




(f)  Except to
the extent otherwise provided herein, all payments of principal, interest and
other amounts to be made by Borrower under this Agreement, the Revolving Notes
or any other Loan Document shall be made in Dollars, in immediately available
funds, without setoff, deduction or counterclaim, to Lender at its Lending
Office, not later than 11:00 a.m. on the date on which such payment shall become
due (each such payment made after such time on such due date to be deemed to
have been made on the next succeeding Business Day).  All payments to
be made by Borrower to the Issuing Bank under this Agreement or any other Loan
Document shall be made in Dollars, in immediately available funds, without
setoff, deduction or counterclaim, to the Issuing Bank, not later than 11:00
a.m. on the date on which such payment shall become due (each such payment made
after such time on such due date to be deemed to have been made on the next
succeeding Business Day).  The parties agree that if Borrower makes
any payment due hereunder after 11:00 a.m. but before 5:00 p.m. on the date such
payment is due, such late payment shall not constitute a Default under Section
9.1(a) but shall nevertheless for all other purposes, including but not limited
to, the calculation of interest and any fees payable pursuant to Section 3.1, be
deemed to have been paid as of the next succeeding Business Day as provided in
the applicable parenthetical phrase of the preceding sentences.  If
the due date of any payment under this Agreement or any other Loan Document
would otherwise fall on a day which is not a Business Day such date shall be
extended to the next succeeding Business Day and interest shall be payable for
the period of such extension.




Section
1.13  Voluntary Reductions of the
Commitment.




Borrower
may terminate or reduce the aggregate unused amount of the Commitment (for which
purpose use of the Commitment shall be deemed to include the aggregate amount of
all Letter of Credit Liabilities) at any time and from time to time without
penalty or premium upon not less than three Business Days prior notice to Lender
of each such termination or reduction, which notice shall specify the effective
date thereof and the amount of any such reduction (which in the case of any
partial reduction of the Commitment shall not be less than $100,000.00 and
integral multiples of $50,000.00 in excess of that amount) and shall be
irrevocable once given and effective only upon receipt by Lender; provided,
however, that if Borrower seeks to reduce the Commitment below $5,000,000.00,
then the Commitment shall be reduced to zero and except as otherwise provided
herein, the provisions of this Agreement shall terminate.  The
Commitment, once reduced pursuant to this Section, may not be
increased.  Borrower shall pay all interest and other costs on the
Loans accrued to the date of such reduction or termination of the Commitment of
Lender.







Credit
Sweep Account.




Borrower
wishes to establish an automatic debit/credit sweep between the Revolving Loan
and Account No. 4311786339 (the "Sweep Account").  Subject to the
terms of this Section, the terms of the sweep shall be governed by that certain
Master Agreement for Treasury Management Services Agreement, dated May 18, 2000,
by and between Borrower and Lender (the "Sweep Agreement").  Borrower
hereby authorizes Lender, at the close of each business day, to make
disbursements from the Loan for deposit into the Sweep Account and/or to
withdraw funds from the Sweep Account to pay, in whole or in part, the
outstanding principal balance on the Revolving Loan.  Lender may
accept changes to these instructions only by written request from one of the
following persons:  H. Kerr Taylor and Chad Braun.  Borrower
hereby represents (i) that Lender may rely and act upon any written request
from any such individuals and (ii) that the sweep specified above has been
duly authorized by all necessary entity approvals.  Borrower further
hereby irrevocably grants, pledges and assigns to Lender, as additional security
for the Loan, all monies now or hereafter deposited in the Sweep
Account.  Finally, notwithstanding anything in the Sweep Agreement to
the contrary, Borrower agrees that Lender may immediately terminate the sweep
relationship upon any Default under the Loan Documents and/or, whether or not
there has been a Default under the Loan Documents, upon seven (7) days prior
written notice to Borrower.




Section
1.14  Funds Transfer
Disbursements.  If requested by Borrower, Borrower hereby
authorizes Lender to disburse the proceeds of any Loan(s) made by Lender or its
affiliate pursuant to the Loan Documents as requested by an authorized
representative of the Borrower to any of the accounts designated in that certain
Exhibit entitled Transfer Authorizer
Designation.  Borrower agrees to be bound by any transfer
request:  (i) authorized or transmitted by Borrower, or, (ii) made in
Borrower's name and accepted by Lender in good faith and in compliance with
these transfer instruction, even if not properly authorized by
Borrower.  Borrower further agrees and acknowledges that Lender may
rely solely on any bank routing number or identifying bank account number or
name provided by Borrower to effect a wire or funds transfer even if the
information provided by Borrower identifies a different bank or account holder
than named by the Borrower.  Lender is not obligated or required in
any way to take any actions to detect errors in information provided by
Borrower.  If Lender takes any actions in an attempt to detect errors
in the transmission or content of transfer or requests or takes any actions in
an attempt to detect unauthorized funds transfer requests, Borrower agrees that
no matter how many times Lender takes these actions Lender will not in any
situation be liable for failing to take or correctly perform these actions in
the future and such actions shall not become any part of the transfer
disbursement procedures authorized under this provision, the Loan Documents, or
any agreement between Lender and Borrower.  Borrower agrees to notify
Lender of any errors in the transfer of any funds or of any unauthorized or
improperly authorized transfer requests within 14 days after Lender's
confirmation to Borrower of such transfer.  Lender will, in its sole
discretion, determine the funds transfer system and the means by which each
transfer will be made.  Lender may delay or refuse to accept a funds
transfer request if the transfer would:  (i) violate the terms of this
authorization; (ii) require use of a bank unacceptable to Lender or prohibited
by governmental authority; (iii) cause Lender to violate and Federal Reserve or
other regulatory risk control program or guideline, or (iv) otherwise cause
Lender to violate any applicable law or regulation.  Lender shall not
be liable to Borrower or any other parties for (i) errors, acts or failures to
act of others, including other entities, banks, communications carriers or
clearinghouses, through which




Section
1.15  Borrower's
transfers may be made or information received or transmitted, and no such entity
shall be deemed an agent of the Lender, (ii) any loss, liability or delay caused
by fires, earthquakes, wars, civil disturbances, power surges or failures, acts
of government, labor disputes, failures in communications networks, legal
constraints or other events beyond Lender's control, or (iii) any special,
consequential, indirect or punitive damages, whether or not (a) any claim for
these damages is based on tort or contract or (b) Lender or Borrower knew or
should have known the likelihood of these damages in any
situation.  Lender makes no representations or warranties other than
those expressly made in this Agreement.




Section
1.16  Revolving
Note.




The
obligation of Borrower to repay the Revolving Loan shall, in addition to this
Agreement, be evidenced by the Revolving Note.




Section
1.17  Letters of
Credit.




(a)  Subject
to the terms and conditions of this Agreement including, without limitation,
Section 2.1(b), Lender agrees to cause the Issuing Bank to issue for the account
of Borrower during the period from and including the Effective Date to, but
excluding, the Revolving Credit Termination Date one or more letters of credit
(each a "Letter of Credit") in such form and containing such terms as may be
requested from time to time by Borrower and acceptable to the Issuing Bank and
Lender, up to a maximum aggregate Stated Amount at any one time outstanding not
to exceed the L/C Commitment Amount.  Lender and Borrower agree that
those Letters of Credit which are described on Schedule 2.13(a) attached hereto
and made a part hereof are outstanding as of the date of this Agreement but
shall, for all purposes, be deemed Letters of Credit issued under this
Agreement.




(b)  At the
time of issuance, the amount, terms and conditions of each Letter of Credit, and
of any drafts or acceptances thereunder, shall be subject to approval by the
Issuing Bank, Lender and Borrower.  Notwithstanding the foregoing, in
no event may (i) the expiration date of any Letter of Credit extend beyond the
Revolving Credit Termination Date, (ii) a Letter of Credit have an initial
duration in excess of one year, (iii) a Letter of Credit contain an automatic
renewal clause or (iv) a Letter of Credit be issued within 30 days of the
Revolving Credit Termination Date.  The initial Stated Amount of each
Letter of Credit shall be at least $100,000.00.




(c)  In
connection with the proposed issuance of a Letter of Credit, Borrower shall give
Lender written notice (or telephonic notice promptly confirmed in writing) prior
to the requested date of issuance of a Letter of Credit, such notice to describe
in reasonable detail the proposed terms of such Letter of Credit and the nature
of the transactions or obligations proposed to be supported by such Letter of
Credit, and in any event shall set forth with respect to such Letter of Credit
(i) the proposed initial Stated Amount, (ii) the beneficiary, (iii) whether such
Letter of Credit is a commercial or standby letter of credit and (iv) the
proposed expiration date.  Borrower shall also execute and deliver
such customary applications and agreements for standby letters of credit,
standby letter of credit agreements, applications for amendment to letter of
credit, and other forms as requested from time to time by Lender or the Issuing
Bank.  Provided Borrower has given the notice prescribed by the first
sentence of this subsection and Borrower







(d)  has
executed and delivered to Lender and the Issuing Bank the agreements,
applications and other forms as required by the immediately preceding sentence
of this subsection, and subject to the terms and conditions of this Agreement,
including the satisfaction of any applicable conditions precedent set forth in
Article 5., Lender agrees to cause the Issuing Bank to issue the requested
Letter of Credit on the requested date of issuance for the benefit of the
stipulated beneficiary but in no event prior to the date five (5) Business Days
following the date after which each of Lender and the Issuing Bank received the
items required to be delivered to it under this subsection.  Upon the
written request of Borrower, Lender shall deliver to Borrower a copy of each
issued Letter of Credit within a reasonable time after the date of issuance
thereof.  To the extent any term of a Letter of Credit Document is
inconsistent with a term of any Loan Document, the term of the Letter of Credit
Document shall control.




(e)  Upon
receipt by the Issuing Bank from the beneficiary of a Letter of Credit of any
demand for payment under such Letter of Credit, Lender shall promptly notify
Borrower of the amount to be paid by the Issuing Bank as a result of such demand
and the date on which payment is to be made by the Issuing Bank to such
beneficiary in respect of such demand.  Borrower hereby
unconditionally and irrevocably agrees to pay and reimburse the Issuing Bank for
the amount of each demand for payment under such Letter of Credit at or prior to
the date on which payment is to be made by the Issuing Bank to the beneficiary
thereunder, without presentment, demand, protest or other formalities of any
kind.




(f)  Unless
Borrower shall elect to otherwise satisfy such Reimbursement Obligation, such
reimbursement shall, subject to satisfaction of the conditions in Section 5.1
and Section 5.2 hereof and to the Maximum Loan Availability (after adjustment to
reflect elimination of the corresponding Reimbursement Obligation),
automatically be made by a borrowing under the Revolving Loans.




(g)  In
examining documents presented in connection with drawings under Letters of
Credit and making payments under such Letters of Credit against such documents,
the Issuing Bank shall only be required to use the same standard of care as it
uses in connection with examining documents presented in connection with
drawings under other letters of credit it has issued and making payments under
such other letters of credit.  Borrower assumes all risks of the acts
and omissions of, or misuse of the Letters of Credit by, the respective
beneficiaries of such Letters of Credit.  In furtherance and not in
limitation of the foregoing, neither the Issuing Bank, nor Lender shall be
responsible (i) for the form, validity, sufficiency, accuracy, genuineness or
legal effects of any document submitted by any party in connection with the
application for and issuance of or any drawing honored under any Letter of
Credit even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any Letter of Credit, or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason; (iii) for failure of the beneficiary of any Letter
of Credit to comply fully with conditions required in order to draw upon such
Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telex, telecopy or
otherwise, whether or not they be in cipher; (v) for errors in interpretation of
technical terms; (vi) for any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under any Letter of Credit, or
of the proceeds thereof; (vii) for the misapplication by the beneficiary of any
such Letter of Credit,





(h)  or the
proceeds of any drawing under such Letter of Credit; and (viii) for any
consequences arising from causes beyond the control of the Issuing Bank or
Lender.  None of the above shall affect, impair or prevent the vesting
of any of the Issuing Bank's rights or powers hereunder.  Any action
taken or omitted to be taken by the Issuing Bank under or in connection with any
Letter of Credit, if taken or omitted in the absence of gross negligence or
willful misconduct, shall not create against the Issuing Bank any liability to
Borrower or Lender.  In this connection, the obligation of Borrower to
reimburse the Issuing Bank for any drawing made under any Letter of Credit shall
be absolute, unconditional and irrevocable and shall be paid strictly in
accordance with the terms of this Agreement or any other applicable Letter of
Credit Document under all circumstances whatsoever, including without
limitation, the following circumstances: (i) any lack of validity or
enforceability of any Letter of Credit Document or any term or provisions
therein; (ii) any amendment or waiver of or any consent to departure from all or
any of the Letter of Credit Documents; (iii) the existence of any claim, setoff,
defense or other right which Borrower may have at any time against the Issuing
Bank, Lender, any beneficiary of a Letter of Credit or any other Person, whether
in connection with this Agreement, the transactions contemplated hereby or in
the Letter of Credit Documents or any unrelated transaction; (iv) any breach of
contract or dispute between Borrower, the Issuing Bank, Lender or any other
Person; (v) any demand, statement or any other document presented under a Letter
of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein or made in connection therewith being untrue or
inaccurate in any respect whatsoever; (vi) any non-application or misapplication
by the beneficiary of a Letter of Credit of the proceeds of any drawing under
such Letter of Credit; (vii) payment by the Issuing Bank under the Letter of
Credit against presentation of a draft or certificate which does not strictly
comply with the terms of the Letter of Credit; and (viii) any other act,
omission to act, delay or circumstance whatsoever that might, but for the
provisions of this Section, constitute a legal or equitable defense to or
discharge of Borrower's Reimbursement Obligations.




(i)  The
issuance by the Issuing Bank of any amendment, supplement or other modification
to any Letter of Credit shall be subject to the same conditions applicable under
this Agreement to the issuance of new Letters of Credit (including, without
limitation, that the request therefor be made through the Issuing Bank), and no
such amendment, supplement or other modification shall be issued unless either
(i) the respective Letter of Credit affected thereby would have complied with
such conditions had it originally been issued hereunder in such amended,
supplemented or modified form or (ii) Lender shall have consented
thereto.




(j)  Upon the
issuance by the Issuing Bank of any Letter of Credit and until such Letter of
Credit shall have expired or been terminated, the Commitment shall be deemed to
be utilized for all purposes of this Agreement in an amount equal to the Stated
Amount of such Letter of Credit plus any related Reimbursement Obligations then
outstanding.




(k)  If on the
date (the "Facility Termination Date") this Agreement is terminated (whether
voluntarily, by reason of the occurrence of an Event of Default or otherwise)
any Letters of Credit are outstanding, Borrower shall, on the Facility
Termination Date, pay to Lender an amount of money equal to the Stated Amount of
such Letter(s) of Credit, together with the amount of any fees which would
otherwise be payable by Borrower to Lender or the Issuing Bank in respect of
such Letters of Credit but for the occurrence of the Facility Termination Date
for deposit into the Collateral Account.  If at any time the aggregate
Stated







(l)  Amount of
all outstanding Letters of Credit shall exceed the L/C Commitment Amount then in
effect, Borrower shall pay to Lender for deposit into the Collateral Account an
amount equal to such excess.  If a drawing pursuant to any such Letter
of Credit occurs on or prior to the expiration date of such Letter of Credit,
Borrower authorizes Lender to disburse to the Issuing Bank the monies deposited
in the Collateral Account to make payment to the beneficiary with respect to
such drawing.  If no drawing occurs on or prior to the expiration date
of any such Letter of Credit, Lender shall return to Borrower the monies
deposited in the Collateral Account with respect to such outstanding Letter of
Credit on or before the date 10 Business Days after the expiration date with
respect to the Letter of Credit.




(m)  If as a
result of the adoption of any Applicable Law or guideline of general
applicability regarding capital adequacy, or any change therein, or any change
in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or if as a result of any risk-based capital guideline or
other requirement heretofore or hereafter issued by any Governmental Authority,
there shall be imposed, modified or deemed applicable any tax, reserve, special
deposit, capital adequacy or similar requirement against or with respect to or
measured by reference to Letters of Credit and the result shall be to increase
the cost to the Issuing Bank of issuing (or of Lender purchasing participations
in) or maintaining its obligation hereunder to issue (or purchase participations
in) any Letter of Credit or reduce any amount receivable by the Issuing Bank or
Lender hereunder in respect of any Letter of Credit, then, upon demand by the
Issuing Bank or Lender, Borrower shall pay immediately to the Issuing Bank or
Lender, as applicable, from time to time as specified by the Issuing Bank or
Lender, such additional amounts as shall be sufficient to compensate the Issuing
Bank or Lender for such increased costs or reductions in amount.







ARTICLE
2.




GENERAL
LOAN PROVISIONS




Section
2.1  Fees.




(a)  Upon the
execution of this Agreement, Borrower shall pay to the Lender a credit facility
fee equal to $262,500.00.




(b)  On the
first day of each January, April, July and October prior to the Revolving Credit
Termination Date, commencing October 1, 2007, and on the Revolving Credit
Termination Date with respect to the period since the last date on which the
Unused Fee was paid, Borrower shall pay to Lender the Unused Fee.  If
the unused portion of the Commitment is equal to or less than fifty percent
(50%) of the Commitment, the Unused Fee rate shall be zero dollars
($-0-).  If the unused portion of the Commitment is greater than fifty
percent (50%) of the Commitment, the Unused Fee rate shall be 15/100% (.15%) of
the unused portion of the Commitment.




(c)  Borrower
agrees to pay to Lender such reasonable fees for services rendered by Lender as
shall be separately agreed upon between Borrower and Lender.  Borrower
agrees to pay to the Issuing Bank such reasonable fees for services rendered by
the Issuing Bank as shall be separately agreed upon between Borrower and the
Issuing Bank from time to time.




(d)  Borrower
agrees to pay to Lender a letter of credit fee at a rate per annum equal to the
product obtained by multiplying the then Applicable Margin for LIBOR Loans times
the Stated Amount of each Letter of Credit on the date of issuance of such
Letter of Credit and on each anniversary of the date of issuance thereof until
such Letter of Credit has expired.  The fee provided for in the
immediately preceding sentence shall be nonrefundable.  Borrower shall
also pay directly to the Issuing Bank from time to time on demand all
commissions, charges, costs and expenses in the amounts customarily charged by
the Issuing Bank from time to time in like circumstances with respect to the
issuance of each Letter of Credit, drawings, amendments and other transactions
relating thereto.  Borrower shall also pay to Lender, solely for its
own account and on the date of the issuance of such Letter of Credit, a fronting
fee in respect of each Letter of Credit at the rate equal to one-eighth of one
percent (0.125%) per annum on the Stated Amount of such Letter of Credit;
provided, however, in no event shall the amount of such fronting fee in respect
of any Letter of Credit be less than $500.00.




Section
2.2  Computation of Interest and
Fees.




Interest
on the Loans and the Letter of Credit Liabilities and all fees shall be computed
on the basis of a year of 360 days and paid for the actual number of days
elapsed (including the first day but excluding the last day of a
period).




Section
2.3  Limitation of
Interest.




(a)  It is
expressly stipulated and agreed to be the intent of Borrower and Lender at all
times to comply strictly with the applicable Texas law (or applicable United
States federal law to the extent that it permits Lender to contract for, charge,
take, reserve or receive a greater amount of interest than under Texas law)
governing the maximum rate or amount of interest payable on the Revolving Note
or the Related Indebtedness.  If the applicable law is ever judicially
interpreted so as to render usurious any amount (i) contracted for, charged,
taken, reserved or received pursuant to the Revolving Note, any of the other
Loan Documents or any other communication or writing by or between Borrower and
Lender related to the transaction or transactions that are the subject matter of
the Loan Documents, (ii) contracted for, charged or received by reason of
Lender's exercise of the option to accelerate the maturity of the Revolving Note
and/or the Related Indebtedness, or (iii) Borrower will have paid or Lender will
have received by reason of any voluntary prepayment by Borrower of the Revolving
Note and/or the Related Indebtedness, then it is Borrower's and Lender's express
intent that all amounts charged in excess of the Maximum Lawful Rate shall be
automatically canceled, ab initio, and all amounts in excess of the Maximum
Lawful Rate theretofore collected by Lender shall be credited on the principal
balance of the Revolving Note and/or the Related Indebtedness (or, if the
Revolving Note and all Related Indebtedness have been or would thereby be paid
in full, refunded to Borrower), and the provisions of the Revolving Note and the
other Loan Documents immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new document, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for hereunder
and thereunder; provided, however, if the Revolving Note has been paid in full
before the end of the stated term of the Revolving Note, then Borrower and
Lender agrees that Lender shall, with reasonable promptness after Lender
discovers or is advised by Borrower that interest was received in an amount in
excess of the Maximum Lawful Rate, either refund such




(b)  excess
interest to Borrower and/or credit such excess interest against the Revolving
Note and/or any Related Indebtedness then owing by Borrower to
Lender.  Borrower hereby agrees that as a condition precedent to any
claim seeking usury penalties against Lender, Borrower will provide written
notice to Lender, advising Lender in reasonable detail of the nature and amount
of the violation, and Lender shall have sixty (60) days after receipt of such
notice in which to correct such usury violation, if any, by either refunding
such excess interest to Borrower or crediting such excess interest against the
Revolving Note and/or the Related Indebtedness then owing by Borrower to
Lender.  All sums contracted for, charged or received by Lender for
the use, forbearance or detention of any debt evidenced by the Revolving Note
and/or the Related Indebtedness shall, to the extent permitted by applicable
law, be amortized or spread, using the actuarial method, throughout the stated
term of the Revolving Note and/or the Related Indebtedness (including any and
all renewal and extension periods) until payment in full so that the rate or
amount of interest on account of the Revolving Note and/or the Related
Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect
and applicable to the Revolving Note and/or the Related Indebtedness for so long
as debt is outstanding.  In no event shall the provisions of Chapter
346 of the Texas Finance Code (which regulates certain revolving credit loan
accounts and revolving triparty accounts) apply to the Revolving Note and/or the
Related Indebtedness.  Notwithstanding anything to the contrary
contained herein or in any of the other Loan Documents, it is not the intention
of Lender to accelerate the maturity of any interest that has not accrued at the
time of such acceleration or to collect unearned interest at the time of such
acceleration.  Borrower and Lender hereby agree that any and all suits
alleging the contracting for, charging or receiving of usurious interest shall
lie in Harris County, Texas, and each irrevocably waives the right to venue in
any other county.




(c)  As used
herein, the term "Maximum Lawful Rate" shall mean the maximum lawful rate of
interest which may be contracted for, charged, taken, received or reserved by
Lender in accordance with the applicable laws of the State of Texas (or
applicable United States federal law to the extent that it permits Lender to
contract for, charge, take, receive or reserve a greater amount of interest than
under Texas law), taking into account all Charges (as herein defined) made in
connection with the transaction evidenced by the Revolving Note and the other
Loan Documents.  As used herein, the term "Charges" shall mean all
fees, charges and/or any other things of value, if any, contracted for, charged,
received, taken or reserved by Lender in connection with the transactions
relating to the Revolving Note and the other Loan Documents, which are treated
as interest under applicable law.  As used herein, the term "Related
Indebtedness" shall mean any and all debt paid or payable by Borrower to Lender
pursuant to the Loan Documents or any other communication or writing by or
between Borrower and Lender related to the transaction or transactions that are
the subject matter of the Loan Documents, except such debt which has been paid
or is payable by Borrower to Lender under the Revolving Note.




(d)  To the
extent that Lender is relying on Chapter 303 of the Texas Finance Code to
determine the Maximum Lawful Rate payable on the Revolving Note and/or the
Related Indebtedness, Lender will utilize the weekly ceiling from time to time
in effect as provided in such Chapter 303, as amended.  To the extent
United States federal law permits Lender to contract for, charge, take, receive
or reserve a greater amount of interest than under Texas law, Lender will rely
on United States federal law instead of such Chapter 303 for the purpose of
determining the Maximum Lawful Rate. Additionally, to the extent permitted by
applicable law







(e)  now or
hereafter in effect, Lender may, at its option and from time to time, utilize
any other method of establishing the Maximum Lawful Rate under such Chapter 303
or under other applicable law by giving notice, if required, to Borrower as
provided by applicable law now or hereafter in effect.




(f)  Notwithstanding
anything in the Revolving Note to the contrary, if at any time (i) the interest
rate provided for under the Revolving Note or any other Loan Document (the
"Stated Rate"), and (ii) the Charges computed over the full term of the
Revolving Note, exceed the Maximum Lawful Rate, then the rate of interest
payable hereunder, together with all Charges, shall be limited to the Maximum
Lawful Rate; provided, however, that any subsequent reduction in the Stated Rate
shall not cause a reduction of the rate of interest payable hereunder below the
Maximum Lawful Rate until the total amount of interest earned hereunder,
together with all Charges, equals the total amount of interest which would have
accrued at the Stated Rate if such interest rate had at all times been in
effect.  Changes in the Stated Rate resulting from a fluctuations in
the rates used to calculate the Stated Rate shall be subject to the provisions
of this paragraph.




Section
2.4  Statements of
Account.




Lender
will account to Borrower monthly with a statement of Loans, charges and payments
made pursuant to this Agreement and the other Loan Documents, and such account
rendered by Lender shall be prima facie evidence thereof.  The failure
of Lender to maintain or deliver such a statement of accounts shall not relieve
or discharge Borrower from its obligations hereunder.




Section
2.5  Lender's
Reliance.




Neither
Lender, nor the Issuing Bank, shall incur any liability to Borrower for acting
upon any telephonic notice permitted under this Agreement which Lender or the
Issuing Bank believes reasonably and in good faith to have been given by an
individual authorized to deliver a Notice of Borrowing, Notice of Conversion,
Notice of Continuation, a request for issuance of a Letter of Credit or an
Extension Request on behalf of Borrower.




ARTICLE
3.




UNENCUMBERED
POOL PROPERTIES




Section
3.1  Acceptance of Unencumbered
Pool Properties




(a)  Existing Unencumbered Pool
Properties.  Subject to compliance with the terms and
conditions of Section 5.1, Lender has accepted the Properties listed on Schedule
4.1 as of the date hereof as Unencumbered Pool Properties.




(b)  Submission of Additional
Properties.  If Borrower desires that Lender accept an
additional Property as an Unencumbered Pool Property, Borrower shall so notify
Lender in writing.  No Property will be evaluated by Lender unless it
is an Eligible Property, and unless and until Borrower delivers to Lender the
following, in form and substance satisfactory to Lender:




(c)  An
Executive Investment Summary in a form acceptable to the Lender;




(i)  An
Unencumbered Pool Certificate setting forth (A) on a pro forma basis the Maximum
Loan Availability, assuming that such Property is accepted as an Unencumbered
Pool Property; (B) the Occupancy Rate of such Property, and (C) the aggregate
Occupancy Rate of all Unencumbered Pool Properties, assuming that such Property
is accepted as an Unencumbered Pool Property; and




(ii)  Copies of
most recent environmental report, Borrower's current title policy and a current
survey applicable to such Property to the extent same are available to Borrower;
and




(iii)  An
Eligibility Certificate executed by the chief financial officer or controller of
Borrower (which officer shall be authorized to execute such certificate) in the
form of Exhibit H attached hereto.




Following
receipt of the foregoing items (i) through (iii) for such Property, Lender will,
within thirty (30) days after receipt of, review such documents and information
from Borrower (the "Review Period") take one of the following
actions:  (I) notify Borrower of Lender's approval of the Property as
an Unencumbered Pool Property or (II) request from Borrower further information
relating to such Property in accordance with the following
paragraph.  If none of the foregoing actions is taken by Lender prior
to the expiration of the Review Period, Lender shall be deemed to have accepted
such Property as an Unencumbered Pool Property.




At any
time during the Review Period, Lender may request that Borrower furnish
additional information regarding the additional property.  If a
request is made for such further information by Lender during the Review Period,
Borrower shall promptly (but in any event within ten (10) days of receipt of
such request) deliver the requested information to Lender.  Lender
shall then have twenty (20) days (the "Extended Review Period") after receipt
from Borrower of the requested information to notify Borrower of its acceptance
or rejection of such Property.  If Lender notifies the Borrower of its
rejection of such Property, such Property shall not be accepted as an
Unencumbered Pool Property under this subsection (b).  If Lender fails
to notify Borrower prior to the expiration of the Extended Review Period, Lender
shall be deemed to have accepted such Property as Unencumbered Pool
Property.




Section
3.2  Termination of Designation
as Unencumbered Pool Property.




From time
to time Borrower may request, upon not less than 30 days prior written notice to
Lender, that an Unencumbered Pool Property cease to be an Unencumbered Pool
Property.  Lender shall grant such request if all of the following
conditions are satisfied:




(a)  no
Default or Event of Default shall have occurred and be continuing both at the
time of such request and immediately after giving effect to such request;
and




(b)  Borrower
shall have delivered to Lender an Unencumbered Pool Certificate demonstrating on
a pro forma basis, and Lender shall have determined, that the outstanding
principal balance of the Loans, together with the aggregate amount of Letter of
Credit Liabilities, will not exceed the Maximum Loan Availability after giving
effect to such request and any







(c)  prepayment
to be made and/or the acceptance of any Property as an additional or replacement
Unencumbered Pool Property to be given concurrently with such
request.




Section
3.3  Additional Requirements of
Unencumbered Pool Properties.




(a)  The
aggregate Occupancy Rate of all Unencumbered Pool Properties, when determined on
a combined basis, shall at all times equal or exceed 90% and no single
Unencumbered Pool Property shall have an Occupancy Rate of less than
80%.




(b)  A
Property shall cease to be an Unencumbered Pool Property if it shall cease to be
an Eligible Property.




(c)  If a
tenant of an Unencumbered Pool Property, while paying rent, has not actually
occupied the Property for 90 days, such Tenant's space shall, for the purpose of
determining Occupancy Rate, be deemed unoccupied.




(d)  No
single-tenant leasing one or more Unencumbered Pool Property shall constitute
greater than 10% of the total value of the Unencumbered Pool
Properties.




(e)  Any
single Unencumbered Pool Property which has an Unencumbered Pool Value that is
greater than 15% of the total value of all Unencumbered Pool Properties shall,
for the purposes of determining Maximum Loan Availability, only be accorded a
value in an amount equal to 15% of the total value of all Unencumbered Pool
Properties, except that the foregoing, limit shall, as to the MacArthur Pads be
increased to 25% of the total value of all Unencumbered Pool
Properties.




(f)  The
aggregate Unencumbered Pool Value of all Unencumbered Pool Properties which are
ground leased to retail tenants shall not exceed thirty percent (30%) of the
aggregate Unencumbered Pool Value of all Unencumbered Pool
Properties.




ARTICLE
4.




CONDITIONS




Section
4.1  Conditions Precedent to
Effectiveness.




The
effectiveness of this Agreement and the obligation of Lender to make any Loans
to Borrower or to cause the Issuing Bank to issue any Letters of Credit in
accordance with the terms hereof are subject to the condition precedent that
Borrower deliver to Lender each of the following, each of which shall be in form
and substance reasonably satisfactory to Lender:




(a)  counterparts
of this Agreement and all other Loan Documents executed by the parties
hereto;




(b)  the
Revolving Note executed by Borrower, payable to Lender and complying with the
terms of Section 2.13;




(c)  the
Guaranty executed by each Guarantor;




(d)  an
opinion of counsel (which may be an attorney employed by Borrower) to the Loan
Parties, and addressed to Lender in substantially the form of Exhibit
F;




(e)  a
certified copy of the Bylaws of Borrower;




(f)  a
certificate of incumbency signed by the Secretary or Assistant Secretary of
Borrower with respect to each of the officers of Borrower authorized to execute
and deliver the Loan Documents to which Borrower is a party;




(g)  certified
copies (certified by the Secretary or Assistant Secretary of Borrower) of all
action taken by Borrower's Board of Directors to authorize the execution,
delivery and performance of the Loan Documents to which it is a
party;




(h)  certified
copy (certified by the Secretary or Assistant Secretary of Borrower) of the
Amended and Restated Declaration of Trust of Borrower as filed in Harris County,
Texas;




(i)  the
articles of incorporation, articles of organization, certificate of limited
partnership or other comparable organizational instrument (if any) of each
Guarantor certified as of a recent date by the Secretary of State of the State
of formation of such Guarantor;




(j)  a
Certificate of Good Standing or certificate of similar meaning with respect to
each Guarantor issued as of a recent date by the Secretary of State of the State
of formation of each such Guarantor and certificates of qualification to
transact business or other comparable certificates issued by each Secretary of
State (and any state department of taxation, as applicable) of each state in
which each such Guarantor is required to be so qualified;




(k)  a
certificate of incumbency signed by the Secretary or Assistant Secretary (or
other individual performing similar functions) of each Guarantor with respect to
each of the officers of such Guarantor authorized to execute and deliver the
Loan Documents to which such Guarantor is a party;




(l)  copies
certified by the Secretary or Assistant Secretary of each Guarantor (or other
individual performing similar functions) of (i) the by-laws of such Guarantor,
if a corporation, the operating agreement, if a limited liability company, the
partnership agreement, if a limited or general partnership, or other comparable
document in the case of any other form of legal entity and (ii) all corporate,
partnership, member or other necessary action taken by such Guarantor to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party;




(m)  an
Unencumbered Pool Certificate calculated as of the date hereof;




(n)  the fees
then due under Section 3.1;




(o)  such
other documents and instruments as Lender may reasonably request.







(p)  Conditions
Precedent to Loans and Issuance of Letters of Credit.




The
obligation of Lender to make any Loans or to cause the Issuing Bank to issue
Letters of Credit is subject to the condition precedent that the following
conditions be satisfied in the judgment of Lender:




(q)  in the
case of Loans, timely receipt by Lender of a Notice of Borrowing;




(r)  the
proposed use of proceeds of such Loans or proposed use of such Letter of Credit,
as the case may be, set forth in the Notice of Borrowing is consistent with the
provisions of Section 7.8.;




(s)  Since the
date of the most recent financial statements of Borrower or Guarantors delivered
to Lender, nothing shall have occurred which would or could have a Materially
Adverse Effect on Borrower or any Guarantor;




(t)  immediately
before and after the making of such Loans or the issuance of such Letter of
Credit, as applicable, no Default (including without limitation the existence of
the condition described in Section 2.1(b)) or Event of Default shall have
occurred and be continuing; and




(u)  the
representations and warranties of Borrower and the other Loan Parties contained
in this Agreement and the other Loan Documents to which any of them is a party
shall be true in all material respects on and as of the date of the making of
such Loans or issuance of such Letter of Credit, as applicable, except to the
extent such representations or warranties specifically relate to an earlier date
or such representations or warranties become untrue by reason of events or
conditions otherwise permitted hereunder and the other Loan
Documents.




The
delivery of each Notice of Borrowing, the making of each Loan and the issuance
of each Letter of Credit shall constitute a certification by Borrower to Lender
and the Issuing Bank that the statements in the immediately preceding clauses
(b) through (e) are true.




ARTICLE
5.




REPRESENTATIONS
AND WARRANTIES




Borrower
represents and warrants, to the best of its knowledge and belief (limited to the
current actual knowledge, after due inquiry, of H. Kerr Taylor and Chad Braun,
to Lender and the Issuing Bank as follows:




Section
5.1  Existence and
Power.




Borrower
is a Texas Real Estate Investment Trust duly formed and validly existing under
the laws of the State of Texas and is qualified as a real estate investment
trust under Section 856 of the Internal Revenue Code.  Each of
Borrower's Subsidiaries is a corporation or other applicable legal entity, duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation.  Each of Borrower and
its Subsidiaries has all requisite power and authority and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted and is duly qualified and is in good standing
as a foreign corporation or other applicable legal entity, and authorized to do
business, in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization except where
the failure to be so qualified or authorized would not have a Materially Adverse
Effect.




Section
5.2  Ownership
Structure.




Schedule
6.2. correctly sets forth the corporate structure and ownership interests of
Borrower and all of its Subsidiaries as of the date hereof, including the
correct legal name of Borrower and each such Subsidiary, and Borrower's relative
equity interest in each such Subsidiary.




Section
5.3  Authorization of Agreement,
Revolving Notes, Loan Documents and Borrowings.




Each Loan
Party has the right and power, and has taken all necessary action to authorize
it, to borrow hereunder (in the case of Borrower) and to execute, deliver and
perform the Loan Documents to which it is or is to be a party, in accordance
with their respective terms and to consummate the transactions
contemplated.  Each of the Loan Documents has been (and when executed
and delivered in connection with this Agreement will be) duly executed and
delivered by the duly authorized officers of each Loan Party a party thereto and
each is (and each other Loan Document when executed and delivered in connection
with this Agreement will be) a legal, valid and binding obligation of such Loan
Party enforceable against such Loan Party in accordance with its respective
terms, except as the same may be limited by bankruptcy, insolvency, and other
similar laws affecting the rights of creditors generally and the availability of
equitable remedies for the enforcement of certain obligations (other than the
payment of principal) contained herein or therein may be limited by equitable
principles generally.




Section
5.4  Compliance of Agreement,
Revolving Notes, Loan Documents and Borrowing with Laws,
etc.




The
execution, delivery and performance of the Loan Documents in accordance with
their respective terms and the borrowing of Loans hereunder do not and will not,
by the passage of time, the giving of notice or otherwise (a) require any
Governmental Approval, or violate any Applicable Law relating to any Loan Party,
the failure to possess or to comply with which would have a Materially Adverse
Effect; (b) conflict with, result in a breach of or constitute a default under
the declaration of trust of Borrower, the articles of incorporation, articles of
organization, partnership agreement or other comparable instrument of any other
Loan Party, or any indenture, agreement or other instrument to which any Loan
Party is a party or by which it or any of its properties may be bound and the
violation of which would have a Materially Adverse Effect; or (c) result in or
require the creation or imposition of any Lien upon or with respect to any
Unencumbered Pool Property other than Permitted Liens.




Section
5.5  Compliance with Law;
Governmental Approvals.




Each of
Borrower and its Subsidiaries is in compliance with each Governmental Approval
applicable to it and in compliance with all other Applicable Law relating to it,
except for noncompliances which, and Governmental Approvals the failure to
possess which, would not,
singly or in the aggregate, cause a Default or Event of Default or have a
Materially Adverse Effect and in respect of which (if Borrower has actual
knowledge of such Applicable Law or Governmental Approval) adequate reserves
have been established on the books of Borrower or such Subsidiary, as
applicable.




Section
5.6  Indebtedness and
Guarantees.




Schedule
6.6 is a complete and correct listing of all Indebtedness and Guarantees of
Borrower and the other Loan Parties as of the date hereof.  Each Loan
Party has performed and is in compliance with all of the terms of such
Indebtedness and such Guarantees and all instruments and agreements relating
thereto in all material respects, and no default or event of default, or event
or condition which with the giving of notice, the lapse of time or otherwise,
would constitute such a default or event of default, exists with respect to any
such Indebtedness or Guarantees.




Section
5.7  Property Management
Agreements and Other Major Agreements.




Schedule
6.7 sets forth all Property Management Agreements and other Major Agreements to
which Borrower is a party or otherwise relating to any of the Unencumbered Pool
Properties as of the date hereof.  All Property Management Agreements
and other Major Agreements are in full force and effect and to Borrower's
knowledge no default or event of default exists under any of such
agreements.




Section
5.8  Absence of
Defaults.




Neither
Borrower nor any Guarantor is in default under its declaration of trust,
articles of incorporation, bylaws, operating agreement, partnership agreement or
other organizational or constituent document, and no event has occurred, which
has not been remedied, cured or waived (a) which constitutes a Default or an
Event of Default; or (b) which constitutes, or which with the passage of time,
the giving of notice or otherwise, would constitute, a default or event of
default by Borrower, any Guarantor or any other Loan Party under any material
agreement (other than this Agreement) or judgment, decree or order to which
Borrower, any Guarantor or any other Loan Party is a party or by which Borrower
or any of its properties may be bound.




Section
5.9  Financial
Information.




The
consolidated balance sheets of Borrower as of June 30, 2007 and the related
statements of earnings, stockholders' equity and cash flows for the three month
period, then ending, copies of which have been delivered to Lender, fairly
present, in conformity with GAAP, the financial position of Borrower and its
Subsidiaries, on a consolidated basis, as of such date and its results of
operations and cash flows for such fiscal period.  Since June 30,
2007, and with reference to such date, no change has occurred which could or
would have a Materially Adverse Effect.




Section
5.10  Litigation.




There is
no action, suit or proceeding pending against, or to the knowledge of Borrower
threatened against or affecting, Borrower or any of its Subsidiaries before any
court or arbitrator or any
governmental body, agency or official (a) which would reasonably be
expected  to have a Materially Adverse Effect or (b) which in any
manner draws into question the validity of any Loan Document.







Section
5.11  ERISA.




No Loan
Party maintains, and has at any time maintained, any Plan subject to the
provisions of ERISA and is, and has at any time been, a member of any ERISA
Group with any Person that has at any time maintained any such
Plan.




Section
5.12  Taxes.




(a)  As of the
date hereof, no United States Federal income tax returns of the "affiliated
group" (as defined in the Internal Revenue Code) of which Borrower is a member
have been examined and closed.  The members of such affiliated group
have filed all United States Federal income tax returns and all other material
tax returns which are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by any of them
except for taxes being contested in good faith by appropriate proceedings and
for which appropriate reserves have been established.  The charges,
accruals and reserves on the books of Borrower in respect of taxes or other
governmental charges are, in the opinion of Borrower, adequate.




(b)  Borrower
is in compliance with all conditions imposed under the Internal Revenue Code to
allow Borrower to maintain its status as a REIT.




Section
5.13  Investment Company Act;
Public Utility Holding Company Act.




Neither
Borrower nor any of its Subsidiaries is (a) an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, (b) a "holding company" or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended, or (c) subject to any other
Applicable Law which purports to regulate or restrict its ability to borrow
money or to consummate the transactions contemplated by this Agreement or the
other Loan Documents or to perform its obligations hereunder or
thereunder.




Section
5.14  Full
Disclosure.




All
written information furnished by or on behalf of Borrower to Lender or Issuing
Bank for purposes of or in connection with this Agreement and the other Loan
Documents or any transaction contemplated hereby is, and all such information
hereafter furnished by or on behalf of Borrower or any Subsidiary to Lender or
Issuing Bank will be, true and accurate in all material respects on the date as
of which such information is stated or certified and does not, and will not,
fail to state any material facts necessary to make the statements contained
therein not misleading.  Borrower has disclosed to Lender in writing
any and all facts known to Borrower which, to the extent Borrower can now
reasonably foresee, could or would have a Materially Adverse
Effect.




Insurance.




Schedule
6.15 sets forth a true and correct description of the insurance coverage
maintained by or on behalf of each Loan Party currently in effect.




Section
5.15  Not Plan
Assets.




The
respective assets of Borrower and each other Loan Party do not and will not
constitute "plan assets" within the meaning of ERISA, the Internal Revenue Code
and the respective regulations promulgated thereunder, of any ERISA Plan or
Non-ERISA Plan.  The execution, delivery and performance of this
Agreement, and the borrowing and repayment of amounts thereunder, do not and
will not constitute "prohibited transactions" under ERISA or the Internal
Revenue Code.




Section
5.16  Title and
Liens.




Each of
Borrower and its Subsidiaries has good, indefeasible and legal title to, or a
valid leasehold interest in, (a) its respective Properties and (b) its other
assets, except in the case of this clause (b) where the failure to have such
title to its other assets could not reasonably be expected to have a Materially
Adverse Effect.  Each of the Unencumbered Pool Properties is free and
clear of all Liens except for Permitted Liens.




Section
5.17  Unencumbered Pool
Properties.




Each of
the Unencumbered Pool Properties qualifies as an Eligible Property.




Section
5.18  Margin
Stock.




Neither
Borrower nor any of its Subsidiaries is engaged principally in the business of
extending credit for the purpose of purchasing or carrying "margin stock" within
the meaning of Regulation T, U or X.




Section
5.19  Solvency.




Borrower
and the other Loan Parties are Solvent and will remain Solvent after giving
effect to the execution and delivery of each Loan Document to which any is a
party, the initial disbursement of Loans hereunder and the payment and accrual
of all fees then payable under this Agreement or any of the other Loan
Documents.




Section
5.20  Tax Shelter
Regulations.




Neither
the Borrower, any Guarantor, any non-borrower trustor, nor any Subsidiary of any
of the foregoing intends to treat the Revolving Loan or the transactions
contemplated by this Agreement and other Loan Documents as being a "reportable
transaction" (within the meaning of Treasury Regulation Section
1.6011-4).  If the Borrower, or any other Loan Party determines to
take any action inconsistent with such intention, the Borrower will promptly
notify the Lender thereof.  If the Borrower so notifies the Lender,
the Borrower acknowledges that Lender may treat the Revolving Loan as part of a
transaction that is subject to Treasury Regulation Section  301.6112-1,
and Lender will maintain the lists and other records, including the identity of
the applicable Loan Party as required by such Treasury Regulation.







ARTICLE
6.




COVENANTS




Borrower
agrees that, so long as Lender has any Commitment hereunder or any Obligation
remains unpaid:




Section
6.1  Information.




Borrower
will deliver to Lender:




(a)  as soon
as available and in any event within 90 days after the end of each fiscal year
of the Borrower, the audited consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal year and the related audited
consolidated statements of income, retained earnings, and comprehensive income
and cash flows of the Borrower and its Subsidiaries for such fiscal year,
setting forth in comparative form the figures as at the end of and for the
previous fiscal year, all of which shall be certified by (a) the chief
financial officer or controller of the Borrower, in his or her opinion, to
present fairly, in accordance with GAAP, the financial position of the Borrower
and its Subsidiaries as at the date thereof and the result of operations for
such period and (b) KPMG or any other independent certified public accountants
of recognized national standing acceptable to Lender whose certificate shall be
unqualified and in scope and substance satisfactory to Lender;




(b)  as soon
as available and in any event within 45 days after the end of each of the first
three fiscal quarters of each fiscal year of Borrower, a consolidated balance
sheet of Borrower as of the end of such quarter and the related consolidated
statements of funds from Operations or earnings, stockholders' equity, cash
flows for such quarter and for the portion of Borrower's fiscal year ended at
the end of such quarter, together with forward looking cash flow projections for
the next four fiscal quarters of Borrower, setting forth in comparative form the
figures for the corresponding quarter and the corresponding portion of
Borrower's previous fiscal year, all certified (subject to normal year-end
adjustments) as to fairness of presentation, GAAP (subject to absence of full
footnote disclosures and other than the statement of funds from operations) and
consistency by the chief financial officer or controller of Borrower (which
officer shall be authorized to so certify such statements);




(c)  simultaneously
with the delivery of each set of financial statements referred to in the
immediately preceding clauses (a) and (b), a certificate of the chief financial
officer or controller of Borrower (which officer shall be authorized to execute
such certificate) (i) setting forth in reasonable detail the calculations
required to establish whether Borrower was in compliance with the requirements
of Article 8 on the date of such financial statements, (ii) stating whether any
Default or Event of Default is known to Borrower on the date of such certificate
and, if any Default or Event of Default is then known to Borrower, setting forth
the details thereof and the action which Borrower is taking or proposes to take
with respect thereto, and (iii) setting forth a schedule of all Contingent
Obligations of Borrower as of the date of such financial
statements;




(d)  as soon
as available and in any event within 45 days after the end of each fiscal
quarter of Borrower, an Unencumbered  Pool Certificate setting forth
the information to be contained therein as of the last day of such fiscal
quarter;




(e)  within 45
days after the end of each fiscal quarter of Borrower, the Net Operating Income
and occupancy rates for each Unencumbered Pool Property; provided, as to any
specific Property, Lender shall have the right to require Borrower to deliver
such information on a monthly basis;




(f)  upon
Lender's request, a current rent roll and detailed operating statement for any
specific Property; provided, however, Lender shall have the right to require
Borrower to provide such information on an ongoing monthly basis as to any
specific Property;




(g)  within 45
days after the beginning of each calendar year, a projected cash flow statement
of Borrower and its Subsidiaries, in a form satisfactory to Lender, for such
calendar year, prepared on a quarterly basis and setting forth the estimates and
assumptions (including without limitation, with respect to costs, revenues,
general economic conditions, seasonal variations, financial and market
conditions and results of operations) on which such projections are
based;




(h)  no later
than 30 days before the end of each fiscal year of Borrower, a property budget
for each Unencumbered Pool Property for the coming fiscal year of
Borrower;




(i)  promptly
upon receipt thereof, copies of all management reports relating to the financial
condition of Borrower submitted to Borrower or its Board of Trustees by
Borrower's independent public accountants;




(j)  within
ten days after H. Kerr Taylor, Chad Braun, Brett Treadwell, Anne Newtown or
other officer of Borrower with the rank of Executive Vice President or higher
obtains knowledge of any Default or Event of Default, a certificate of the chief
financial officer or controller of Borrower setting forth the details thereof
and the action which Borrower is taking or proposes to take with respect
thereto;




(k)  promptly
upon the mailing thereof to the shareholders of Borrower generally, copies of
all financial statements, reports, offering memoranda and proxy statements so
mailed;




(l)  promptly
upon the filing thereof, notify Lender of the filing of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) and all other periodic reports, if any, which Borrower or any of
its Subsidiaries which it directly or indirectly controls shall file with the
Securities and Exchange Commission (or any Governmental Authority substituted
therefor) or any national securities exchange, and, if Lender requests same,
provide Lender with a copy of any such requested filings;




(m)  if
requested by Lender, promptly upon the release thereof, copies of all press
releases of Borrower and any of its Subsidiaries which it directly or indirectly
controls;







(n)  promptly
upon obtaining knowledge thereof, a description in reasonable detail of (i) any
action, suit or proceeding commenced against Borrower, any of its Subsidiaries
or any of the Unencumbered Pool Properties which is reasonably likely to have a
Materially Adverse Effect, and (ii) any change which would or could have a
Materially Adverse Effect on any of the Unencumbered Pool Properties, including,
without limitation, any contract or agreement regarding the sale, transfer,
mortgage or other encumbrance relating thereto or any default of any major
tenant under any lease thereof;




(o)  promptly
upon the occurrence of same, written notice of any change in the composition of
Borrower's board of trustees and of any change in the senior management
personnel of Borrower;




(p)  written
notice of the acquisition, incorporation or other creation of any Subsidiary
after the date hereof, such notice to be given within 10 Business Days of such
acquisition, incorporation or other creation; and




(q)  from time
to time such additional information regarding the financial position or business
of Borrower and its Subsidiaries or any Property as Lender may reasonably
request.




Section
6.2  Payment of
Obligations.




(a)  Borrower
will pay and discharge, and will cause each Subsidiary to pay and discharge, at
or before maturity, all their respective material obligations and liabilities,
including, without limitation, tax liabilities, except where the same may be
contested in good faith by appropriate proceedings unless the contest thereof
would have a Materially Adverse Effect, and will maintain, and will cause each
Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the
accrual of any of the same.  Borrower has paid or will pay (or has
caused to be paid or will be caused to be paid) in full (except for such
retainages as may be permitted or required by any Applicable Law to be withheld
pending completion of any improvements) all sums by Borrower or its Subsidiaries
owing or claimed from Borrower or such Subsidiaries for labor, material,
supplies, personal property (whether or not a fixture) and services of every
kind and character used, furnished or installed in or on any Pool Property and
no claim for same exists or will be permitted to be created, except where the
same may be contested in good faith by appropriate proceedings unless the
contest thereof would have a Materially Adverse Effect, and will maintain, and
will cause each Subsidiary to maintain, in accordance with GAAP, appropriate
reserves for the accrual of any of the same.




(b)  Borrower
will utilize the proceeds (net of transaction costs) derived from (i) the sale
or issuance by Borrower of Shares, options, warrants or other Equity Interests
of any class or character, (ii) the sale of Unencumbered Pool Property and (iii)
Indebtedness incurred by Borrower, to repay the then outstanding principal
balance of the Revolving Note.




Section
6.3  Maintenance of Property;
Insurance.




(a)  Borrower
will keep, and will cause each Subsidiary to keep, all property useful and
necessary in its business in good working order and condition, ordinary wear and
tear and insured casualty losses excepted.




(b)  Borrower
will maintain, and will cause each other Loan Party and each Subsidiary to
maintain insurance coverage with financially sound and reputable insurance
companies in such amounts and with respect to such risks as is consistent with
insurance maintained by businesses of comparable type and size in the industry
or as may be required by Applicable Law, which insurance shall be acceptable to
Lender.  Borrower may cause such insurance to be provided by the
tenant of a Property.  In addition to the foregoing, Borrower shall
maintain insurance as may be required under the other Loan
Documents.  Borrower will deliver to Lender (i) upon request of Lender
from time to time full information as to the insurance carried, (ii) within five
days of receipt of notice from any insurer a copy of any notice of cancellation
or material change in coverage from that existing on the date of this Agreement
and (iii) forthwith, notice of any cancellation or nonrenewal of coverage by
Borrower.




Section
6.4  Conduct of Business;
Maintenance of Existence; Qualification; Amendment of Declaration of
Trust.




(a)  Borrower
will only engage in the business of acquiring, developing, owning, managing and
operating single-tenant and multi-tenant retail properties, together with
related business activities and investments incidental thereto, as such related
activities and investments are contemplated by the provisions of Section 8.5 of
this Agreement.




(b)  Subject
to Section 7.7, Borrower will preserve, renew and keep in full force and effect,
and will cause each Subsidiary to preserve, renew and keep in full force and
effect their respective existence and their respective rights, privileges and
franchises necessary or desirable in the normal conduct of business; provided
that nothing in this Section shall prohibit (i) the merger of a Subsidiary into
Borrower or the merger or consolidation of a Subsidiary with or into another
Person if the corporation surviving such consolidation or merger is a Subsidiary
and if, in each case, after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing, and (ii) the dissolution of a
Subsidiary if (A) Borrower's board of trustees has determined that such
dissolution is in the best interest of Borrower, (B) such dissolution will not
be materially disadvantageous to Lender and (C) such dissolution will not have a
Materially Adverse Effect.




(c)  Borrower
will, and will cause each Subsidiary to, qualify and remain qualified and
authorized to do business in each jurisdiction in which the character of its
properties or the nature of its business requires such qualification or
authorization and where the failure to be so qualified or authorized would have
a Materially Adverse Effect.




(d)  Borrower
shall not amend, supplement, restate or otherwise modify its declaration of
trust without the prior written consent of Lender unless such amendment,
supplement or other modification (i) is required under or as a result of the
Internal Revenue Code or other Applicable Law, (ii) is required or prudent to
maintain Borrower's status as a REIT, or (iii) does not affect the operation or
management of Borrower, the rights and obligations of any party thereto or any
other material provision of the document.







(e)  Compliance
with Laws.




Borrower
will comply, and cause each Subsidiary to comply, with all Applicable Laws,
including without limitation, all Environmental Laws and ERISA and the rules and
regulations thereunder, except where compliance therewith is contested in good
faith by appropriate proceedings or the failure to so comply would not have a
Materially Adverse Effect.




Section
6.5  Inspection of Property,
Books and Records.




Borrower
will keep, and will cause each Subsidiary to keep, proper books of record and
account in which full, true and correct entries shall be made of all dealings
and transactions in relation to its business and activities; and will permit,
and will cause each Subsidiary to permit, representatives of Lender to visit and
inspect any of their respective properties, to examine and make abstracts from
any of their respective books and records and to discuss their respective
affairs, finances and accounts with their respective officers, employees and
independent public accountants in Borrower's presence prior to an Event of
Default, all at such reasonable times during business hours and as often as may
reasonably be desired and with reasonable notice so long as no Event of Default
shall have occurred and be continuing.  All inspections of Properties
are subject to the rights of tenants in possession of the
Properties.




Section
6.6  Consolidations, Mergers,
Acquisitions and Sales of Assets.




Borrower
shall not, and shall not permit any Subsidiary to (a) consolidate or merge with
or into, acquire a Substantial Amount of the assets of, or make any Investment
of a Substantial Amount in, any other Person, (b) acquire any Property without
prior written notice to Lender, (c) incur any additional Secured Indebtedness
without prior written notice to Lender or (d) sell, lease or otherwise transfer,
directly or indirectly, and whether by one or a series of related transactions,
a Substantial Amount of its assets (including capital stock or other securities
of Subsidiaries) to any other Person without the prior written consent of
Lender, which consent will not be unreasonably withheld or delayed and (i) after
giving effect thereto, no Default or Event of Default shall have occurred and be
continuing; (ii) in the case of a consolidation or merger by Borrower or a
Subsidiary, Borrower or such Subsidiary, as applicable, is the survivor thereof
and (iii) at the time Borrower requests Lender's consent, Borrower shall have
delivered to Lender a Compliance Certificate, calculated on a pro forma basis,
evidencing Borrower's continued compliance with the terms and conditions of this
Agreement and the other Loan Documents, including without limitation, the
financial covenants contained in Article 8, after giving effect to such
consolidation, merger, acquisition, Investment, sale, lease or other
transfer.




Section
6.7  Use of Proceeds and Letters
of Credit.




Borrower
will only use the proceeds of the Loans made under this Agreement (a) for the
payment of pre-development and development costs incurred in connection with a
Development Property; (b) to finance acquisitions permitted under Section 8.5;
(c) to finance the repayment of Indebtedness of Borrower, including the making
of scheduled amortization payments on Indebtedness; (d) to finance acquisitions
of unimproved real estate intended to become a Development Property; (e) to make
Investments permitted by this Agreement; (f) to finance tenant improvements at
the Properties, (g) to provide for capital expenditure, general working capital
and corporate needs of Borrower and (h) to repurchase Class B and Class C stock
previously issued by Borrower.  Borrower will not use any proceeds of
the Loans for the purpose of purchasing or carrying any "margin stock" within
the meaning of Regulations T, U and X if such use would result in a violation of
any of Regulations T, U and X.  Borrower will use the Letters of
Credit only for the same purposes for which it may use the proceeds of
Loans.




Section
6.8  Major
Agreements.




Borrower
shall, and shall cause each other Loan Party to, duly and punctually perform and
comply with any and all material representations, warranties, covenants and
agreements expressed as binding upon Borrower or such other Loan Party under any
Major Agreement.  Without Lender's prior written consent, Borrower
shall not do or knowingly permit to be done anything to impair materially the
value of any of the Major Agreements; provided, Borrower may terminate a Major
Agreement so long as Borrower enters into a materially comparable replacement
agreement.




Section
6.9  Major
Construction.




Borrower
shall give Lender not less than 60-days' prior written notice before commencing
any construction, remodeling or demolition project or series of related projects
with respect to an Eligible Property of Borrower or any Subsidiary, the
aggregate cost of which will exceed $250,000.  If (a) any such project
would reasonably be expected to have a Materially Adverse Effect or (b) the
aggregate cost of such project will exceed $2,000,000, then Borrower or such
Subsidiary, as applicable, shall not commence such project without the prior
written consent of Lender, which approval shall not be unreasonably withheld,
conditioned or delayed, and will be deemed granted if no written denial is
received within 60 days after written notice to Lender of the project together
with an adequate description of the project which is reasonably acceptable to
Lender.




Section
6.10  Material
Events.




Borrower
shall give Lender not less than 30-day's prior written notice of any material
acquisitions, dispositions, mergers or asset purchases and shall, with the
giving of such notice, deliver a Compliance Certificate evidencing that Borrower
will, after giving effect to such proposed acquisition, disposition, merger or
asset purchase, be in compliance with its covenants under this
Agreement.




Section
6.11  ERISA.




Borrower
will not and will not permit any Subsidiary to at any time maintain any Plan
subject to the provisions of ERISA and will not at any time be a member of any
ERISA Group with any Person that has at any time maintained any such
Plan.




Section
6.12  ERISA
Exemptions.




Borrower
shall not, and shall not permit any of its Subsidiaries to, permit any of its
assets to become or be deemed to be "plan assets" within the meaning of ERISA,
the Internal Revenue Code and
the respective regulations promulgated thereunder, of any ERISA Plan or any
Non-ERISA Plan.







Section
6.13  Negative
Pledge.




Borrower
will not, and will not permit any Subsidiary to, (a) create, assume or suffer to
exist any Lien on any asset of Borrower or any Subsidiary, except for Permitted
Liens, without Lender's prior written approval which may be granted or withheld
in Lender's sole and absolute discretion; or (b) create or otherwise cause or
suffer to exist or become effective, any consensual encumbrance or restriction
of any kind on the ability of any Subsidiary: (i) if such Subsidiary is a Loan
Party, to pay or perform its obligations under the Guaranty to which it is a
party prior to its obligation to pay dividends or make any other distribution on
any of such Subsidiary's capital stock or other securities owned by Borrower or
any Subsidiary of Borrower; (ii) to pay any Indebtedness owed to Borrower or any
other Subsidiary; (iii) to make loans or advances to Borrower or any other
Subsidiary; or (iv) to transfer any of its property or assets to Borrower or any
other Subsidiary.




Section
6.14  Listing Status and REIT
Status.




Borrower
will maintain its status as an American Stock Exchange listed company and shall
at all times be qualified as a real estate investment trust pursuant to Section
856 of the Internal Revenue Code.




Section
6.15  Agreements with
Affiliates.




Borrower
shall not, and shall not permit any of its Subsidiaries to, enter into any
transaction requiring such Person to pay any amounts to or otherwise transfer
property to, or pay any management or other fees to, any Affiliate other than on
terms and conditions (a) substantially as favorable to Borrower or such
Subsidiary as would be obtainable at the time in a comparable arm's length
transaction with a Person not an Affiliate or (b) which comply with the
requirements of the Statement of Policy for Real Estate Investment Trusts
promulgated by the North American Security Administrators Association, as
amended from time to time.




Section
6.16  New
Subsidiaries.




Upon any
Person becoming an Eligible Subsidiary of Borrower after the date hereof,
Borrower shall cause such Eligible Subsidiary to deliver to Lender within 15
days of such event each of the following items (if not previously delivered to
Lender):




(a)  an
accession agreement in the form of Annex I to the Guaranty duly executed by such
Eligible Subsidiary;




(b)  the
articles of incorporation, articles of organization, certificate of limited
partnership or other comparable organizational instrument (if any) of such
Eligible Subsidiary certified as of a recent date by the Secretary of State of
the State of formation of such Eligible Subsidiary;




(c)  a
Certificate of Good Standing or certificate of similar meaning with respect to
such Eligible Subsidiary issued as of a recent date by the Secretary of State of
the State of formation of such Eligible Subsidiary and certificates of
qualification to transact business or other comparable certificates issued by
each Secretary of State (and any state department of taxation, as applicable) of
each state in which such Eligible Subsidiary is required to be so
qualified;




(d)  a
certificate of incumbency signed by the Secretary or Assistant Secretary (or
other individual performing similar functions) of such Eligible Subsidiary with
respect to each of the officers of such Eligible Subsidiary authorized to
execute and deliver the Loan Documents to which such Guarantor is a
party;




(e)  copies
certified by the Secretary or Assistant Secretary of such Eligible Subsidiary
(or other individual performing similar functions) of (i) the by-laws of such
Eligible Subsidiary, if a corporation, the operating agreement, if a limited
liability company, the partnership agreement, if a limited or general
partnership, or other comparable document in the case of any other form of legal
entity and (ii) all corporate, partnership, member or other necessary action
taken by such Eligible Subsidiary to authorize the execution, delivery and
performance of the Loan Documents to which it is a party;




(f)  an
opinion of legal counsel to such Eligible Subsidiary, regarding the due
formation and good standing of such Subsidiary, the enforceability of the Loan
Documents to which it is a party, and such other matters as Lender shall
request; and




(g)  such
other documents and instruments as Lender may reasonably request.




Section
6.17  Management.




Should
either Kerr Taylor or Chad Braun cease to be a member of the board of trustees
and/or an executive officer of Borrower, Borrower shall replace such vacancy
with a person reasonably acceptable to Lender within 90 days after the vacancy
shall occur.




Section
6.18  Concentrations.




At no
time shall Borrower and its Subsidiaries, on a consolidated basis, derive more
than 15% of its aggregate Net Operating Income from any single
tenant.  Any tenant entities whose financial reporting is, in
accordance with GAAP, consolidated shall, for the purposes of the foregoing
covenant, be deemed a "single tenant."




Section
6.19  No Further Unsecured
Indebtedness.




Borrower
shall not incur any additional Unsecured Indebtedness without the prior written
consent of Lender, which consent may be granted or withheld in Lender's sole
discretion.




Section
6.20  Interest Rate
Hedge.  At all times when required by Lender Borrower shall
have an Interest Rate Hedge in effect.











ARTICLE
7. FINANCIAL
COVENANTS




Borrower
agrees that, so long as Lender has any Commitments hereunder or any Obligation
remains unpaid:




Section
7.1  Minimum Tangible Net
Worth.




Borrower
shall not at any time permit the Tangible Net Worth of Borrower and its
Subsidiaries, on a consolidated basis, to be less than (a) $164,000,000.00,
plus (b) 90% of
the amount of proceeds in cash or Property (net of transaction costs) received
by Borrower from the sale or issuance by Borrower of Shares, options, warrants
or other Equity Interests of any class or character after June 30,
2007.




Section
7.2  Ratio of Total Liabilities
to Gross Asset Value.




Borrower
shall not permit the ratio of (a) Total Liabilities of Borrower and its
Subsidiaries, on a consolidated basis, to (b) Gross Asset Value of Borrower and
its Subsidiaries, on a consolidated basis to exceed (x) 0.70 to 1.00 at anytime
prior to the Trigger Date and 0.65 to 1.00 at anytime after the Trigger
Date.




Section
7.3  Distributions.




If an
Event of Default under any of Sections 9.1(a), 9.1(h) or 9.1(i) shall have
occurred and be continuing, Borrower shall not directly or indirectly declare or
make, or incur any liability to make, any Restricted Payments.  If any
other Event of Default shall have occurred and be continuing, Borrower shall not
directly or indirectly declare or make, or incur any liability to make, any
Restricted Payments except that Borrower may make distributions to its
shareholders in the minimum amount necessary to maintain compliance with Section
7.15.  If no Event of Default, or any Event of Default other than
those specified above, shall have occurred and be continuing, Borrower shall not
directly or indirectly declare or make, or incur any liability to make, any
Restricted Payments other than Permitted Distributions.




Section
7.4  Ratio of EBITDA to Fixed
Charges.




Borrower
shall not permit the ratio of (a) EBITDA of Borrower and its Subsidiaries, on a
Consolidated Basis, to (b) the Fixed Charges of Borrower and its Subsidiaries,
on a consolidated basis, for any fiscal quarter, to be less than (i) initially,
1.40 to 1.00 for such quarter or (ii) after the first fiscal quarter ending
after the Trigger Date, 1.50 to 1.00 for such subsequent
quarter.  Income which is classified as interest income, other income
and interest income derived by Borrower or any of its Subsidiaries from an
Affiliate shall not, for the purposes of this Section 8.4, contribute more than
$450,000.00 to EBITDA.




Section
7.5  Permitted
Investments.




Borrower
shall not, and shall not permit any Subsidiary to, make any Investment in or
otherwise own the following items which would cause the value of such holdings
of Borrower and its Subsidiaries, on a consolidated basis, to exceed the
following percentages of Gross Asset Value:




unimproved
real estate (excluding Development Property) such that the aggregate book value
of all such unimproved real estate exceeds 5% of Gross Asset Value;




(i)  Mortgages
in favor of Borrower or such Subsidiary, such that the aggregate book value of
Indebtedness secured by such Mortgages exceeds 5% of Gross Asset
Value;




(ii)  Investments
in Equity Interests (other than Equity Interests in Subsidiaries and
Unconsolidated Affiliates), such that the aggregate value of such Equity
Interests exceeds 5% of Gross Asset Value;




(iii)  Development
Property, such that the Total Budgeted Costs for all such Development Properties
exceeds 10% of Gross Asset Value;




(iv)  Non-retail
improved real estate such that the aggregate book value of all such non-retail
improved real estate exceeds 5% of Gross Asset Value;




(v)  Investments
in Subsidiaries (other than Wholly-Owned Subsidiaries) and Unconsolidated
Affiliates such that the aggregate of Borrower's Ownership Share in such
entities exceeds 5% of Gross Asset Value.




The
aggregate of all of the foregoing items shall not exceed 20% of Gross Asset
Value.  For the purposes of the determining the value of any of the
foregoing items which are non-income producing (such as unimproved real estate)
such items will be valued at the lower of their acquisition cost or market value
(as determined by Lender in its reasonable discretion); however, the value of
Borrower's interest in joint ventures and preferred stock subsidiaries shall be
valued at the greater of Borrower's economic interest or nominal interest in
such entity.




Section
7.6  Ratio of Unencumbered Net
Operating Income to Unsecured Interest Expense.




Borrower
shall not permit the ratio of (a) Unencumbered Net Operating Income of Borrower
and its Subsidiaries, on a consolidated basis, to (b) Unsecured Interest Expense
of Borrower and its Subsidiaries, on a consolidated basis, for any fiscal
quarter to be less than 1.00:1.00 for such quarter.




Section
7.7  Ratio of Secured
Indebtedness to Gross Asset Value.




Borrower
will not permit the ratio of (a) Secured Indebtedness of Borrower and its
Subsidiaries, on a consolidated basis, to (b) Gross Asset Value to exceed 0.50
to 1.00.




Section
7.8  Maximum Loan
Availability.




Borrower
will not at any time permit the aggregate principal amount of all outstanding
Loans, together with the aggregate amount of all Letter of Credit Liabilities,
to exceed the lesser of (a) Maximum Loan Availability at such time, or (b) the
Commitment.







ARTICLE
8.                                DEFAULTS




Section
8.1  Events of
Default.




If one or
more of the following events shall have occurred and be continuing:




(a)  (i)
Borrower shall fail to pay when due any Reimbursement Obligation or any
principal of any Loan or other Obligation, or (ii) Borrower shall fail to pay
when due any interest, fees or other Obligation and such failure under this
clause (ii) shall continue for a period of five days after notice that such
payment is due and payable;




(b)  Borrower
shall fail to observe or perform any covenant or agreement contained in Section
7.7, Sections 7.12 through 7.15, inclusive, or Section 8.8;




(c)  Borrower
shall fail to comply with any of the covenants or agreements contained in
Article 8 (other than Section 8.8), and Borrower shall remain in noncompliance
with any such Section after 30 days following the first failure following the
Effective Date to comply with such Section;




(d)  Borrower
shall fail to observe or perform any covenant or agreement contained in this
Agreement (other than those covered by the immediately preceding clauses (a)
through (c)) for a period of 30 days after written notice thereof has been given
to Borrower by Lender;




(e)  An Event
of Default under and as defined in any Loan Document shall occur and be
continuing or Borrower shall fail to observe or perform any covenant or
agreement contained in any of the Loan Documents and such failure shall continue
beyond any applicable period of grace;




(f)  any
representation, warranty, certification or statement made or deemed made by or
on behalf of any Loan Party in this Agreement or in any certificate, financial
statement or other Loan Document delivered pursuant to this Agreement shall
prove to have been incorrect or misleading in any material respect when made or
deemed made;




(g)  the
maturity of any Indebtedness of Borrower or its Subsidiaries in excess of
$500,000.00 in the aggregate shall have been (i) accelerated in accordance with
the provisions of any indenture, contract or instrument providing for the
creation of or concerning such Indebtedness or (ii) required to be prepaid in
full prior to the stated maturity thereof;




(h)  Borrower
or any other Loan Party shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its
property, or shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become due, or shall
take any corporate action to authorize any of the foregoing;




(i)  an
involuntary case or other proceeding shall be commenced against Borrower or any
other Loan Party seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 60 days; or an order for relief shall
be entered against any such Person under the federal bankruptcy laws as now or
hereafter in effect;




(j)  a
judgment or order for the payment of money in excess of $250,000.00 shall be
rendered against Borrower or any other Loan Party and such judgment or order
shall continue unsatisfied and unstayed for a period of sixty days;




(k)  the
assets of Borrower or any other Loan Party at any time constitute assets, within
the meaning of ERISA, the Internal Revenue Code and the respective regulations
promulgated thereunder, of any ERISA Plan or Non-ERISA Plan; or




(l)  any
Guarantor shall fail to comply with any term, covenant, condition or agreement
contained in the Guaranty (after giving effect to any applicable grace or cure
periods) or any Guarantor shall disallow, revoke or terminate or attempt to do
any of the foregoing with respect to the Guaranty.




Section
8.2  Remedies Upon an Event of
Default.




Upon the
occurrence of an Event of Default, and in every such event, Lender may, (i) by
notice to Borrower terminate the Commitments, which shall thereupon terminate,
(ii) by notice to Borrower declare the Loan and all other Obligations and an
amount equal to the Stated Amount of all Letters of Credit then outstanding due,
and the Loan and all other Obligations and an amount equal to the Stated Amount
of all Letters of Credit then outstanding shall thereupon become, immediately
due and payable without presentment, demand, protest or notice of intention to
accelerate, all of which are hereby waived by Borrower; and (iii) exercise all
rights and remedies available under all of the Loan
Documents.  Notwithstanding the foregoing, upon the occurrence of any
of the Events of Default specified in clause (h) or (i) above, without any
notice to Borrower or any other act by Lender, the Commitment shall thereupon
immediately and automatically terminate and the Loans and all other Obligations
and an amount equal to the Stated Amount of all Letters of Credit then
outstanding shall become immediately due and payable without presentment,
demand, protest, notice of intention to accelerate or notice of acceleration, or
other notice of any kind, all of which are hereby waived by
Borrower.




Section
8.3  Additional Remedies Upon
Certain Default.




In
addition to the other rights and remedies of Lender upon the occurrence and
during the continuance of a Default, upon the occurrence and during the
continuance of a Default under Section 9.1(c), Lender shall not be obligated to
make any Loans or issue any Letters of Credit.







Section
8.4  Collateral
Account.
  (a)  As
collateral security for the prompt payment in full when due of all Letter of
Credit Liabilities, Borrower hereby pledges and grants to Lender, for the
benefit of the Issuing


(b)  Bank and
Lender as provided herein, a security interest in all of Borrower's right, title
and interest in and to the Collateral Account and the balances from time to time
in the Collateral Account (including the investments and reinvestments therein
provided for below).  The balances from time to time in the Collateral
Account shall not constitute payment of any Letter of Credit Liabilities until
applied by Lender as provided herein.  Anything in this Agreement to
the contrary notwithstanding, funds held in the Collateral Account shall be
subject to withdrawal only as provided in this Section.




(c)  Amounts
on deposit in the Collateral Account shall be invested and reinvested by Lender
in such investments as Lender shall determine in its sole
discretion.  All such investments and reinvestments shall be held in
the name of and be under the sole dominion and control of
Lender.  Lender shall exercise reasonable care in the custody and
preservation of any funds held in the Collateral Account and shall be deemed to
have exercised such care if such funds are accorded treatment substantially
equivalent to that which Lender accords other funds deposited with Lender, it
being understood that Lender shall not have any responsibility for taking any
necessary steps to preserve rights against any parties with respect to any funds
held in the Collateral Account.




(d)  If an
Event of Default shall have occurred and be continuing, Lender may (and, if
instructed by the Issuing Bank, shall) in its (or their) discretion at any time
and from time to time elect to liquidate any such investments and reinvestments
and credit the proceeds thereof to the Collateral Account and apply or cause to
be applied such proceeds and any other balances in the Collateral Account to the
payment of any of the Letter of Credit Liabilities then due and
payable.




(e)  When all
of the Obligations shall have been indefeasibly paid in full and no Letters of
Credit remain outstanding, Lender shall promptly deliver to Borrower, against
receipt but without any recourse, warranty or representation whatsoever, the
balances remaining in the Collateral Account.




(f)  Borrower
shall pay to Lender from time to time such fees as Lender normally charges for
similar services in connection with Lender's administration of the Collateral
Account and investments and reinvestments of funds therein.




ARTICLE
9.




MISCELLANEOUS




Section
9.1  Notices.




All
notices, requests and other communications to any party under the Loan Documents
shall be in writing (including facsimile transmission or similar writing) and
shall be given to such party as follows:




If to
Borrower:







AmREIT


Eight Greenway Plaza,
Suite 1000


Houston,
Texas  77046


Attention:  Mr.
Kerr Taylor


Telecopier:                                (713)
850-0498


Telephone:                                (713)
850-1400






With a
copy of any notice of default to:




AmREIT Eight Greenway Plaza,
Suite 1000
 Houston,
Texas  77046
 Attention:  Mr.
Chad Braun
 Telecopier:                                (713)
850-0498
 Telephone:                                (713)
850-1400





And
to:




AmREIT Eight
Greenway Plaza, Suite 1000
 Houston,
Texas  77046
 Attention:  Ms.
Anne Newtown
 Telecopier:                                (713)
850-0498
 Telephone:                                (713)
850-1400


If to
Lender:









Wells
Fargo Bank, National Association


Disbursement
and Operations Center


733
Marquette Avenue, 10th
Floor


Minneapolis,
Minnesota 55402


Attention:  Jivko
Sabev


Telecopier:                                (866)
720-0617


Telephone:                                (612)
667-4507




with
a copy to:




Wells
Fargo Bank, National Association


1000
Louisiana, 4th Floor


MAC:  T5002-042


Houston,
Texas 77002-5093


Attention:  Real
Estate Loan Administration


Telecopier:                                (713)
739-1077


Telephone:                                (713)
319-1416




or as to
each party at such other address as such party shall designate in a written
notice to the other parties.  Each such notice, request or other
communication shall be effective (a) if given by mail, 72 hours after such
communication is deposited in the United States Mail, certified with return
receipt requested, postage prepaid, addressed as aforesaid or (b) if given by
any other means (including facsimile), when received at the applicable address
provided for in this Section; provided that notices to Lender under Article 2,
and any notice of a change of address for notices, shall not be effective until
received.




Section
9.2  No
Waivers.




No
failure or delay by Lender or the Issuing Bank in exercising any right, power or
privilege under any Loan Document shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The
rights and remedies provided in the Loan Documents shall be cumulative and not
exclusive of any rights or remedies provided by law.




Section
9.3  Expenses.




Borrower
will pay on demand all present and future reasonable expenses actually incurred
by Persons who are not employees of, and other third parties engaged
by:




(a)  Lender in
connection with the negotiation, preparation, execution, delivery and
administration of this Agreement, the Revolving Note and each of the other Loan
Documents, whenever the same shall be executed and delivered, including, without
limitation, appraisers' fees, environment engineers' fees, search fees,
recording fees, mortgage recording taxes, and the reasonable fees and
disbursements of Winstead Sechrest & Minick P.C., counsel for
Lender;




(b)  Lender in
connection with the review of Properties for acceptance as Unencumbered Pool
Properties and Lender's other activities under Section 4.1, including reasonable
fees and disbursements of counsel to Lender;




(c)  Lender in
connection with the negotiation, preparation, execution and delivery of any
waiver, amendment or consent by Lender relating to this Agreement, the Revolving
Note or any of the other Loan Documents, including the reasonable fees and
disbursements of counsel to Lender;




(d)  Lender
and Issuing Bank in connection with any restructuring, refinancing or "workout"
of the transactions contemplated by this Agreement, the Revolving Note and the
other Loan Documents, including the reasonable fees and disbursements of counsel
to Lender;




(e)  Lender
and Issuing Bank, after the occurrence of a Default or Event of Default, in
connection with the collection or enforcement of the obligations of Borrower
under this Agreement, the Revolving Note or any other Loan Document, including
the reasonable fees and disbursements of counsel to Lender and Issuing
Bank;




(f)  Subject
to any limitation contained in Section 10.6, Lender and Issuing Bank in
connection with prosecuting or defending any claim in any way arising out of,
related to, or







(g)  connected
with this Agreement, the Revolving Note or any of the other Loan Documents,
including the reasonable fees and disbursements of counsel to Lender and Issuing
Bank and of experts and other consultants retained by Lender in connection
therewith;




(h)  Lender
and Issuing Bank, to the extent not already covered by any of the preceding
subsections, in connection with any bankruptcy or other proceeding of the type
described in Sections 9.1(h) or (i), and the reasonable fees and disbursements
of counsel to Lender and Issuing Bank actually incurred in connection with the
representation of Lender and Issuing Bank in any matter relating to or arising
out of any such proceeding, including without limitation (i) any motion for
relief from any stay or similar order, (ii) the negotiation, preparation,
execution and delivery of any document relating to Lender and Issuing Bank and
(iii) the negotiation and preparation of any plan of reorganization of Borrower,
whether proposed by Borrower, Lender or any other Person, and whether such fees
and expenses are incurred prior to, during or after the commencement of such
proceeding or the confirmation or conclusion of any such
proceeding.




Section
9.4  Stamp, Intangible and
Recording Taxes.




Borrower
will pay any and all stamp, intangible, registration, recordation, mortgage and
similar taxes, fees or charges and shall indemnify Lender and Issuing Bank
against any and all liabilities with respect to or resulting from any delay in
the payment or omission to pay any such taxes, fees or charges, which may be
payable or determined to be payable in connection with the execution, delivery,
recording, performance or enforcement of this Agreement, the Revolving Note and
any of the other Loan Documents or the perfection of any rights or Liens
thereunder.




Section
9.5  Loan Sales and
Participations; Disclosure of Information.




Borrower
agrees that Lender may elect, at any time, to sell, assign or grant
participations in all or any portion of its rights and obligations under the
Loan Documents, and that any such sale, assignment or participation may be to
one or more financial institutions, private investors, and/or other entities, at
Lender's sole discretion ("Participant"). Borrower further agrees that Lender
may disseminate to any such actual or potential purchaser(s), assignee(s) or
participant(s) all documents and information (including, without limitation, all
financial information) which has been or is hereafter provided to or known to
Lender with respect to: (a) the Properties and their operation; (b) any party
connected with the Loan (including, without limitation, the Borrower and any
Guarantor); and/or (c) any lending relationship other than the Loans which
Lender may have with any party connected with the Loans.  In the event
of any such sale, assignment or participation, Lender and the parties to such
transaction shall share in the rights and obligations of Lender as set forth in
the Loan Documents only as and to the extent they agree among themselves. In
connection with any such sale, assignment or participation, Borrower further
agrees that the Loan Documents shall be sufficient evidence of the obligations
of Borrower to each purchaser, assignee, or participant, and upon written
request by Lender, Borrower shall enter into such amendments or modifications to
the Loan Documents as may be reasonably required in order to evidence any such
sale, assignment or participation. The indemnity obligations of Borrower under
the Loan Documents shall also apply with respect to any purchaser, assignee or
participant.  Anything in this Agreement to the contrary
notwithstanding, and without the need to comply with any of the formal or
procedural requirements
of this Agreement, including this Section, any lender may at any time and from
time to time pledge and assign all or any portion of its rights under all or any
of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from its obligations
thereunder.




Section
9.6  Indemnification.




Borrower
shall and hereby agrees to indemnify, defend and hold harmless Lender and
Issuing Bank and their respective directors, officers, agents and employees
(each an "Indemnified Party") from and against (a) any and all losses, claims,
damages, liabilities, deficiencies, judgments or expenses reasonably incurred by
any of them (except to the extent that it results from their own gross
negligence or willful misconduct) arising out of or by reason of any litigation,
investigations, claims or proceedings which arise out of or are in any way
related to: (i) this Agreement or the transactions contemplated thereby; (ii)
the making of Loans; (iii) any actual or proposed use by Borrower of the
proceeds of the Loans or of Letters of Credit; or (iv) Lender's or Issuing
Bank's entering into this Agreement, the other Loan Documents or any other
agreements and documents relating hereto, including, without limitation, amounts
paid in settlement, court costs and the reasonable fees and disbursements of
counsel incurred in connection with any such litigation, investigation, claim or
proceeding or any advice rendered in connection with any of the foregoing and
(b) any such losses, claims, damages, liabilities, deficiencies, judgments or
expenses incurred in connection with any remedial or other similar action taken
by Borrower, Lender or Issuing Bank in connection with the required compliance
by Borrower or any of the Subsidiaries, or any of their respective properties,
with any federal, state or local Environmental Laws or other material
environmental rules, regulations, orders, directions, ordinances, criteria or
guidelines.  If and to the extent that the obligations of Borrower
hereunder are unenforceable for any reason, Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under Applicable Law.  Borrower's obligations hereunder
shall survive any termination of this Agreement and the other Loan Documents and
the payment in full of the Obligations, and are in addition to, and not in
substitution of, any other of its other obligations set forth in this Agreement
and the other Loan Documents.  Borrower shall not be obligated as
provided in this Section to indemnify, defend or hold harmless any Indemnified
Person in respect of any litigation, investigation, claim or proceeding
commenced by any Indemnified Party against another Indemnified
Party.




Section
9.7  Successors and
Assigns.




The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that
Borrower may not assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of Lender.







Section
9.8  Governing
Law.
  THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF TEXAS.


Litigation.




(a)  EACH
PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG
BORROWER, LENDER OR ISSUING BANK WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES
OF LAW AND FACT AND THAT A TRIAL BY JURY COULD RESULT IN SIGNIFICANT DELAY AND
EXPENSE.  ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, LENDER, ISSUING BANK AND BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION
OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION
MAY BE COMMENCED BY OR AGAINST BORROWER ARISING OUT OF THIS AGREEMENT, THE NOTES
OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER
BETWEEN OR AMONG BORROWER, LENDER OR ISSUING BANK OF ANY KIND OR
NATURE.




(b)  BORROWER,
LENDER AND ISSUING BANK EACH HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF
THE SOUTHERN DISTRICT OF TEXAS OR, AT THE OPTION OF LENDER, ANY STATE COURT
LOCATED IN HARRIS COUNTY, TEXAS SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG BORROWER, LENDER OR
ISSUING BANK PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE NOTE OR
ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR
THEREFROM.  BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH
COURTS.  THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE
DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY LENDER OR ISSUING BANK OR THE
ENFORCEMENT BY LENDER OR ISSUING BANK OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN
ANY OTHER APPROPRIATE JURISDICTION.  FURTHER, BORROWER IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.




(c)  THE
FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A FULL
UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT
OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN
DOCUMENTS AND THE TERMINATION OF THIS AGREEMENT.




Section
9.9  Counterparts;
Integration.




This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.  This Agreement, together with the other Loan
Documents, constitutes the entire agreement
and understanding among the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject matter
hereof.




Section
9.10  Invalid
Provisions.




Any
provision of this Agreement or any other Loan Document held by a court of
competent jurisdiction to be illegal, invalid or unenforceable shall not
invalidate the remaining provisions of such Loan Document which shall remain in
full force and effect and the effect thereof shall be confined to the provision
held invalid or illegal.




Section
9.11  Mandatory
Disclosures.




Notwithstanding
anything to the contrary set forth herein or in any other written or oral
understanding or agreement to which the parties hereto are parties or by which
they are bound, the parties hereto acknowledge and agree that (i) any
obligations of confidentiality contained herein and therein do not apply and
have not applied from the commencement of discussions between the parties to the
tax treatment and tax structure of the transactions contemplated by the Loan
Documents (and any related transactions or arrangements), and (ii) each party
(and each of its employees, representatives, or other agents) may disclose to
any and all parties as required, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by the Loan
Documents and all materials of any kind (including opinions or other tax
analyses) that are provided to such party relating to such tax treatment and tax
structure, all within the meaning of Treasury Regulations Section 1.6011-4;
provided, however, that each party recognizes that the privilege each has to
maintain, in its sole discretion, with regard to the confidentiality of a
communication relating to the transactions contemplated by the Loan Documents,
including a confidential communication with its attorney or a confidential
communication with a federally authorized tax practitioner under Section 7525 of
the Internal Revenue Code, is not intended to be affected by the
foregoing.




Section
9.12  Limitation of Liability of
Trustees, Etc.




LENDER
SHALL LOOK SOLELY TO BORROWER FOR THE ENFORCEMENT OF ANY CLAIM AGAINST BORROWER
AND ACCORDINGLY NEITHER THE BORROWER'S BOARD OF TRUSTEES, OFFICERS, EMPLOYEES,
SHAREHOLDERS OF BORROWER NOR THE INVESTMENT MANAGER OR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES OR SHAREHOLDERS SHALL HAVE ANY PERSONAL LIABILITY FOR
OBLIGATIONS ENTERED INTO BY OR ON BEHALF OF BORROWER.




Section
9.13  ENTIRE
AGREEMENT.




THIS
REVOLVING CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  THIS INSTRUMENT
MAY BE AMENDED ONLY BY AN INSTRUMENT IN WRITING EXECUTED BY THE PARTIES
HERETO.







Confidentiality.




Notwithstanding
anything to the contrary set forth herein or in any other written or oral
understanding or agreement to which the parties hereto are parties or by which
they are bound, the parties hereto acknowledge and agree that (i) any
obligations of confidentiality contained herein and therein do not apply and
have not applied from the commencement of discussions between the parties to the
tax treatment and tax structure of the transactions contemplated by the Loan
Documents (and any related transactions or arrangements), and (ii) each
party (and each of its employees, representatives, or other agents) may disclose
to any and all persons as required, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by the Loan
Documents and all materials of any kind (including opinions or other tax
analyses) that are provided to such party relating to such tax treatment and tax
structure, all within the meaning of Treasury Regulations Section 1.6011-4;
provided, however, that each party recognizes that the privilege each has to
maintain, in its sole discretion, with regard to the confidentiality of a
communication relating to the transactions contemplated by the Loan Documents,
including a confidential communication with its attorney or a confidential
communication with a federally authorized tax practitioner under Section 7525 of
the Internal Revenue Code, is not intended to be affected by the
foregoing.




Section
9.14  USA Patriot Act Notice.
Compliance.




The USA
Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with
respect thereto require all financial institutions to obtain, verify and record
certain information that identifies individuals or business entities which open
an “account” with such financial institution. Consequently, Lender may from
time-to-time request, and Borrower shall provide to Lender, Borrower’s name,
address, tax identification number and/or such other identification information
as shall be necessary for Lender to comply with federal law. An “account” for
this purpose may include, without limitation, a deposit account, cash management
service, a transaction or asset account, a credit account, a loan or other
extension of credit, and/or other financial services product.




IN
WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Credit
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.




BORROWER:









AmREIT,




a Texas
Real Estate Investment Trust














By:




Name:  Chad
C. Braun




Title:  Vice
President




[Signatures
Continued on Next Page]




WELLS
FARGO BANK, NATIONAL




ASSOCIATION














By:




Name:  Timothy
P. Williamson




Title:  Senior
Vice President







FORM
OF GUARANTY




THIS
GUARANTY dated as of October 30, 2007, executed and delivered by each of the
undersigned and the other Persons from time to time party hereto pursuant to the
execution and delivery of an Accession Agreement in the form of Annex I hereto
(all of the undersigned, together with such other Persons each a "Guarantor" and
collectively, the "Guarantors") in favor of WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Lender") under that certain Revolving Credit Agreement dated as of
October 30, 2007, by and between AmREIT, a Texas Real Estate Investment Trust
("Borrower") (as the same may be amended, restated, supplemented or otherwise
modified from time to time in accordance with its terms, the "Credit
Agreement").




WHEREAS,
pursuant to the Credit Agreement, Lender has agreed to extend certain financial
accommodations to Borrower;




WHEREAS,
it is a condition precedent to the effectiveness of the Credit Agreement and the
extension of financial accommodations under the Credit Agreement that the
Guarantors execute and deliver this Guaranty;




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each Guarantor, each Guarantor agrees as
follows:




Section
1.  Guaranty.  Each
Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due
and punctual payment and performance when due, whether at stated maturity, by
acceleration or otherwise, of all of the following (collectively referred to as
the "Guaranteed Obligations''): (a) all indebtedness and obligations owing by
the Borrower to Lender or the Issuing Bank under or in connection with the
Credit Agreement and any other Loan Document to which the Borrower is a party,
including without limitation, the repayment of all principal of the Revolving
Loan, all Reimbursement Obligations and all other Letter of Credit Liabilities,
and the payment of all interest, Fees, charges, reasonable and actual attorneys
fees and other amounts payable to Lender or the Issuing Bank thereunder or in
connection therewith; (b) any and all extensions, renewals, modifications,
amendments or substitutions of the foregoing; (c) all expenses, including,
without limitation, reasonable and actual attorneys' fees and disbursements that
are incurred by the Lender or the Issuing Bank in the enforcement of any of the
foregoing or any obligation of such Guarantor hereunder and (d) all other
Obligations.




Section
2.  Guaranty of Payment and Not
of Collection.  This Guaranty is a guaranty of payment, and not
of collection, and a debt of each Guarantor for its own
account.  Accordingly, neither Lender nor the Issuing Bank shall be
obligated or required before enforcing this Guaranty against any Guarantor: (a)
to pursue any right or remedy Lender or the Issuing Bank may have against
Borrower, any other Loan Party or any other Person or commence any suit or other
proceeding against Borrower, any other Loan Party or any other Person in any
court or other tribunal, (b) to make any claim in a liquidation or bankruptcy of
Borrower, any other Loan Party or any other Person; or (c) to make demand of
Borrower, any other Loan Party or any other Person or to enforce or seek to
enforce or realize upon any collateral security held by Lender or the Issuing
Bank which may secure any of the Guaranteed Obligations.







Section
3.  Guaranty
Absolute.  Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the documents
evidencing the same, regardless of any Applicable Law now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of Lender or the
Issuing Bank with respect thereto. The liability of each Guarantor under this
Guaranty shall be absolute and unconditional in accordance with its terms and
shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including without limitation, the
following (whether or not such Guarantor consents thereto or has notice
thereof):




(a)  (i) any
change in the amount, interest rate or due date or other term of any of the
Guaranteed Obligations, (ii) any change in the time, place or manner of payment
of all or any portion of the Guaranteed Obligations, (iii) any amendment or
waiver of, or consent to the departure from or other indulgence with respect to,
the Credit Agreement, any other Loan Document, or any other document or
instrument evidencing or relating to any Guaranteed Obligations, or (iv) any
waiver, renewal, extension, addition, or supplement to, or deletion from, or any
other action or inaction under or in respect of, the Credit Agreement, any of
the other Loan Documents, or any other documents, instruments or agreements
relating to the Guaranteed Obligations or any other instrument or agreement
referred to therein or evidencing any Guaranteed Obligations or any assignment
or transfer of any of the foregoing;




(b)  any lack
of validity or enforceability of the Credit Agreement, any of the other Loan
Documents, or any other document, instrument or agreement referred to therein or
evidencing any Guaranteed Obligations or any assignment or transfer of any of
the foregoing;




(c)  any
furnishing to the Lender or the Issuing Bank of any additional security for the
Guaranteed Obligations, or any sale, exchange, release or surrender of, or
realization on, any collateral securing any of the Obligations;




(d)  any
settlement or compromise of any of the Guaranteed Obligations, any security
therefor, or any liability of any other party with respect to the Guaranteed
Obligations, or any subordination of the payment of the Guaranteed Obligations
to the payment of any other liability of the Borrower or any other Loan
Party,




(e)  any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to such Guarantor, the Borrower,
any other Loan Party or any other Person, or any action taken with respect to
this Guaranty by any trustee or receiver, or by any court, in any such
proceeding;




(f)  any act
or failure to act by the Borrower, any other Loan Party or any other Person
which may adversely affect such Guarantor's subrogation rights, if any, against
the Borrower to recover payments made under this Guaranty;




(g)  any
application of sums paid by the Borrower, any other Loan Party or any other
Person with respect to the liabilities of the Borrower to Lender, or the Issuing
Bank, regardless of what liabilities of the Borrower remain unpaid;




(h)  any
defect, limitation or insufficiency in the borrowing powers of the Borrower or
in the exercise thereof; or




(i)  any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, such Guarantor hereunder




Section
4.  Action with Respect to
Guaranteed Obligations.  Lender and the Issuing Bank may, at
any time and from time to time, without the consent of, or notice to, any
Guarantor, and without discharging any Guarantor from its obligations hereunder
take any and all actions described in Section 3 and may otherwise: (a) amend,
modify, alter or supplement the terms of any of the Guaranteed Obligations,
including, but not limited to, extending or shortening the time of payment of
any of the Guaranteed Obligations or the interest rate that may accrue on any of
the Guaranteed Obligations; (b) amend, modify, alter or supplement the Credit
Agreement or any other Loan Document; (c) sell, exchange, release or otherwise
deal with all, or any part, of any collateral securing any of the Obligations;
(d) release any Loan Party or other Person liable in any manner for the payment
or collection of the Guaranteed Obligations; (e) exercise, or refrain from
exercising, any rights against the Borrower, any other Loan Party or any other
Person; and (f) apply any sum, by whomsoever paid or however realized, to the
Guaranteed Obligations in such order as the Lender shall elect.




Section
5.  Representations and
Warranties.  Each Guarantor hereby makes to the Lender all of
the representations and warranties made by the Borrower with respect to or in
any way relating to such Guarantor in the Credit Agreement and the other Loan
Documents, as if the same were set forth herein in full.




Section
6.  Covenants. Each
Guarantor will comply with all covenants which the Borrower is to cause such
Guarantor to comply with under the terms of the Credit Agreement or any of the
other Loan Documents.




Section
7.  Waiver.  Each
Guarantor, to the fullest extent permitted by Applicable Law, hereby waives
notice or acceptance hereof or any presentment, demand, protest or notice or any
kind, and any other act or thing, or omission or delay to do any other act or
thing, which in any manner or to any extent might vary the risk of such
Guarantor or which otherwise might operate to discharge such Guarantor from its
obligations hereunder.




Section
8.  Inability to Accelerate
Loan.  If either Lender or the Issuing Bank is prevented from
demanding or accelerating payment of any of the Guaranteed Obligations by reason
of any automatic stay or otherwise, Lender or the Issuing Bank shall be entitled
to receive from such Guarantor, upon demand therefor, the sums which otherwise
would have been due had such demand or acceleration occurred.




Section
9.  Reinstatement of Guaranteed
Obligations.  If claim is ever made on Lender or the Issuing
Bank for repayment or recovery of any amount or amounts received in payment or
on account of any of the Guaranteed Obligations, and Lender or the Issuing Bank
repays all or part of said amount by reason of (a) any judgment, decree or order
of any court or administrative body of competent jurisdiction, or (b) any
settlement or compromise of any such  Section
10.  claim
effected by Lender or the Issuing Bank with any such claimant (including the
Borrower or a trustee in bankruptcy for the Borrower), then and in such event
each Guarantor agrees that any such judgment, decree, order, settlement or
compromise shall be binding on it, notwithstanding any revocation hereof or the
cancellation of the Credit Agreement, any of the other Loan Documents, or any
other instrument evidencing any liability of the Borrower, and such Guarantor
shall be and remain liable to Lender or the Issuing Bank for the amounts so
repaid or recovered to the same extent as if such amount had never originally
been paid to Lender or the Issuing Bank.









Section
11.  Subrogation.  Upon
the making by any Guarantor of any payment hereunder for the account or the
Borrower, such Guarantor shall be subrogated to the rights of the payee against
the Borrower; provided, however, that such Guarantor shall not enforce any right
or receive any payment by way of subrogation or otherwise take any action in
respect of any other claim or cause of action such Guarantor may have against
the Borrower arising by reason of any payment or performance by such Guarantor
pursuant to this Guaranty, unless and until all of the Guaranteed Obligations
have been indefeasibly paid and performed in full.  If any amount
shall be paid to such Guarantor on account of or in respect of such subrogation
rights or other claims or causes of action, such Guarantor shall hold such
amount in trust for the benefit of Lender and the Issuing Bank and shall
forthwith pay such amount to Lender to be credited and applied against the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms of the Credit Agreement or to be held by Lender as collateral security for
any Guaranteed Obligations existing.




Section
12.  Payments Free and
Clear.  All sums payable by each Guarantor hereunder, whether
of principal, interest, Fees, expenses, premiums or otherwise, shall be paid in
full, without set-off or counterclaim or any deduction or withholding whatsoever
(including any withholding tax or liability imposed by any Governmental
Authority, or any Applicable Law promulgated thereby), and if such Guarantor is
required by Applicable Law or by any Governmental Authority to make any such
deduction or withholding, such Guarantor shall pay to Lender and the Issuing
Bank such additional amount as will result in the receipt by Lender and the
Issuing Bank of the full amount payable hereunder had such deduction or
withholding not occurred or been required.




Section
13.  Subordination.  Each
Guarantor hereby expressly covenants and agrees for the benefit of Lender and
the Issuing Bank that all obligations and liabilities of the Borrower to such
Guarantor of whatever description, including without limitation, all
intercompany receivables of such Guarantor from the Borrower (collectively, the
"Junior Claims") shall be subordinate and junior in right of payment to all
Guaranteed Obligations.  If an Event of Default shall have occurred
and be continuing, then no Guarantor shall accept any direct or indirect payment
(in cash, property, securities by set-off or otherwise) from the Borrower on
account of or in any manner in respect of any Junior Claim until all of the
Guaranteed Obligations have been indefeasibly paid in full.




Section
14.  Avoidance
Provisions.  It is the intent of each Guarantor, Lender and the
Issuing Bank that in any Proceeding, such Guarantor's maximum obligation
hereunder shall equal, but not exceed, the maximum amount which would not
otherwise cause the obligations of




Section
15.  the
Guarantor hereunder (or any other obligations of the Guarantor to Lender and the
Issuing Bank) to be avoidable or unenforceable against the Guarantor in such
Proceeding as a result of Applicable Law, including, without limitation, (a)
Section 548 of the Bankruptcy Code of 1978, as amended (the "Bankruptcy Code")
and (b) any state fraudulent transfer or fraudulent conveyance act or statue
applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy
Code or otherwise.  The Applicable Laws under which the possible
avoidance or unenforceability of the obligations of such Guarantor hereunder (or
any other obligations of such Guarantor to Lender and the Issuing Bank) shall be
determined in any such Proceeding are referred to as the "Avoidance
Provisions".   Accordingly, to the extent that the obligations of
any Guarantor hereunder would otherwise be subject to avoidance under the
Avoidance Provisions, the maximum Guaranteed Obligations for which such
Guarantor shall be liable hereunder shall be reduced to that amount which, as of
the time any of the Guaranteed Obligations are deemed to have been incurred
under the Avoidance Provisions, would not cause the obligations of any Guarantor
hereunder (or any other obligations of the Guarantor to Lender and the Issuing
Bank), to be subject to avoidance under the Avoidance Provisions. This Section
is intended solely to preserve the rights of Lender and the Issuing Bank
hereunder to the maximum extent that would not cause the obligations of any
Guarantor hereunder to be subject to avoidance under the Avoidance Provisions,
and no Guarantor or any other Person shall have any right or claim under this
Section as against Lender and the Issuing Bank that would not otherwise be
available to such Person under the Avoidance Provisions.




Section
16.  Information.  Each
Guarantor assumes all responsibility for being and keeping itself informed of
the financial condition of the Borrower and the other Loan Parties, and of all
other circumstances bearing upon the risk of nonpayment of any of the Guaranteed
Obligations and the nature, scope and extent of the risks that such Guarantor
assumes and incurs hereunder, and agrees that neither Lender nor the Issuing
Bank shall have any duty whatsoever to advise any Guarantor of information
regarding such circumstances or risks.




Section
17.  Governing
Law.  THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.




Section
18.  WAIVER OF JURY
TRIAL.




(a)  EACH
GUARANTOR, LENDER AND THE ISSUING BANK BY ACCEPTING THE BENEFITS HEREOF,
ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG ANY GUARANTOR,
LENDER AND THE ISSUING BANK WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF
LAW AND FACT AND THAT A TRIAL BY JURY COULD RESULT IN SIGNIFICANT DELAY AND
EXPENSE.  ACCORDINGLY, THE GUARANTOR, AND LENDER AND THE ISSUING BANK
BY ACCEPTING THE BENEFITS HEREOF, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR
NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR
AGAINST SUCH GUARANTOR ARISING OUT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT
OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN OR AMONG SUCH
GUARANTOR, LENDER OR THE ISSUING BANK OF ANY KIND OR NATURE.




(b)  EACH
GUARANTOR, LENDER AND THE ISSUING BANK EACH HEREBY AGREES THAT THE FEDERAL
DISTRICT COURT OF THE SOUTHERN DISTRICT OF TEXAS OR, AT THE OPTION OF LENDER,
ANY STATE COURT LOCATED IN HARRIS COUNTY, TEXAS SHALL HAVE NON-EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG
GUARANTOR, LENDER OR THE ISSUING BANK, PERTAINING DIRECTLY OR INDIRECTLY TO THIS
GUARANTY, THE GUARANTEED OBLIGATIONS OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER
ARISING HEREFROM OR THEREFROM.  GUARANTOR EXPRESSLY SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED
IN SUCH COURTS.  THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL
NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY LENDER OR THE ISSUING
BANK OR THE ENFORCEMENT BY LENDER OR THE ISSUING BANK OF ANY JUDGMENT OBTAINED
IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.  FURTHER, EACH
GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.




(c)  THE
FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A FULL
UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT
OF THE OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER
LOAN DOCUMENTS AND THE TERMINATION OF THIS GUARANTY.









Section
19.  Loan
Accounts.  Lender and the Issuing Bank may maintain books and
accounts setting forth the amounts of principal, interest and other sums paid
and payable with respect to the Guaranteed Obligations, and in the case of any
dispute relating to any of the outstanding amount, payment or receipt of any of
the Guaranteed Obligations or otherwise, the entries in such books and accounts
shall constitute prima facie evidence of the outstanding amount of such
Guaranteed Obligations and the amounts paid and payable with respect
thereto.  The failure of Lender or the Issuing Bank to maintain such
books and accounts shall not in any way relieve or discharge any Guarantor of
any of its obligations hereunder.




Section
20.  Waiver of
Remedies.  No delay or failure on the part of Lender or the
Issuing Bank in the exercise of any right or remedy it may have against any
Guarantor hereunder or otherwise shall operate as a waiver thereof, and no
single or partial exercise by Lender or the Issuing Bank of any such right or
remedy shall preclude other or further exercise thereof or the exercise of any
other such right or remedy.




Section
21.  Termination.  This
Guaranty shall remain in full force and effect until indefeasible payment in
full of the Obligations and the termination or cancellation of the Credit
Agreement.




Section
22.  Successors and
Assigns.  Each reference herein to Lender or the Issuing Bank
shall be deemed to include such Person's respective successors and assigns
(including, but not limited to, any holder of the Guaranteed Obligations) in
whose favor the provisions of this Guaranty also shall inure, and each reference
herein to each Guarantor shall be deemed to include such Guarantor's successors
and assigns, upon whom this Guaranty also shall be binding.  Lender
and the Issuing Bank may, in accordance with the applicable provisions of the
Credit Agreement, assign, transfer or sell any Guaranteed Obligations, or grant
or sell participation in any Guaranteed Obligations, to any Person without the
consent of, or notice to, any Guarantor and without releasing, discharging or
modifying any Guarantor's obligations hereunder.  Each Guarantor
hereby consents to the delivery by Lender or the Issuing Bank to any assignee or
participant (or any prospective assignee or participant) of any financial or
other information regarding the Borrower or any Guarantor.  No
Guarantor may assign or transfer its obligations hereunder to any
Person.




Section
23.  JOINT AND SEVERAL
OBLIGATIONS.  THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER SHALL
BE JOINT AND SEVERAL AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE
FOR THE FULL AMOUNT OF THE "GUARANTEED OBLIGATIONS" AND ALL OF THE OBLIGATIONS
AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.




Section
24.  Amendments.  This
Guaranty may not be amended except in writing signed by Lender and each
Guarantor.




Section
25.  Payments. All
payments to be made by any Guarantor pursuant to this Guaranty shall be made in
Dollars, in immediately available funds to Lender at its Lending Office, not
later than 11:00 a.m., on the date one Business Day after demand
therefor.




Section
26.  Notices.  All
notices, requests and other communications hereunder shall be in writing
(including facsimile transmission or similar writing) and shall be given (a) to
each Guarantor at its address set forth below its signature hereto, (b) to
Lender or the Issuing Bank at its address for notices provided for in the Credit
Agreement, or (c) as to each such party at such other address as such party
shall designate in a written notice to the other parties.  Each such
notice, request or other communication shall be effective (i) if mailed, when
received; (ii) if telecopied, when transmitted; or (iii) if hand delivered, when
delivered; provided, however, that any notice of a change of address for notices
shall not be effective until received.




Section
27.  Severability.  In
case any provision of this Guaranty shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.




Section
28.  Headings.  Section
headings used in this Guaranty are for convenience only and shall not affect the
construction of this Guaranty.




Section
29.  Definitions.




(a)  For the
purposes of this Guaranty:




(b)  "Proceeding"
means any of the following: (i) a voluntary or involuntary case concerning any
Guarantor shall be commenced under the Bankruptcy Code of 1978, as amended; (ii)
a custodian (as defined in such Bankruptcy Code or any other applicable
bankruptcy laws) is appointed for, or takes charge of, all or any substantial
part of the property of any Guarantor; (iii) any other proceeding under any
Applicable Law, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding-up or composition for adjustment of debts, whether now
or hereafter in effect, is commenced relating to any Guarantor; (iv) any
Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other
order approving any such case or proceeding is entered by a court of competent
jurisdiction; (vi) any Guarantor makes a general assignment for the benefit of
creditors; (vii) any Guarantor shall fail to pay, or shall state that it is
unable to pay, or shall be unable to pay, its debts generally as they become
due; (viii) any Guarantor shall call a meeting of its creditors with a view to
arranging a composition or adjustment of its debts; (ix) any Guarantor shall by
any act or failure to act indicate its consent to, approval of or acquiescence
in any of the foregoing; or (x) any corporate action shall be taken by any
Guarantor for the purpose of effecting any of the foregoing.




(c)  Terms not
otherwise defined herein are used herein with the respective meanings given them
in the Credit Agreement.




Section
30.  ENTIRE
AGREEMENT.  THIS GUARANTY, TOGETHER WITH THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.  THIS INSTRUMENT MAY BE AMENDED ONLY
BY AN INSTRUMENT IN WRITING EXECUTED BY THE PARTIES HERETO.




[Signatures
on Next Page]




IN
WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as
of the date and year first written above.




AMREIT
OPERATING CORPORATION,




a Texas
corporation














By:




Name:  Chad
C. Braun




Title:  Vice
President




Address
for Notices:









8
Greenway Plaza, Suite 1000




Houston,
Texas 77046




Attention:  Chad
C. Braun




Telecopier:
(713) 860-4924




Telephone:
(713) 860-4932




AMREIT
REALTY INVESTMENT CORPORATION,




a Texas
corporation














By:




Name:  Chad
C. Braun




Title:  Vice
President




Address
for Notices:









8
Greenway Plaza, Suite 1000




Houston,
Texas 77046




Attention:  Chad
C. Braun




Telecopier:
(713) 860-4924




Telephone:
(713) 860-4932












ANNEX
I









FORM OF
ACCESSION AGREEMENT




THIS
ACCESSION AGREEMENT dated as of _________, _______, executed and delivered by
________________, a (the "New Guarantor") in favor of (a) WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Lender") under that certain Revolving Credit Agreement
dated as of October 30, 2007 (as the same may be amended, restated, supplemented
or otherwise modified from time to time in accordance with its terms, the
"Credit Agreement"), by and between AmREIT, a Texas Real Estate Investment Trust
("Borrower").




WHEREAS,
pursuant to the Credit Agreement, Lender and the Issuing Bank have agreed to
make available to the Borrower certain financial accommodations on the terms and
conditions set forth in the Credit Agreement;




WHEREAS,
the Borrower owns, directly or indirectly, ___% of the issued and outstanding
capital stock of; or other equity interest in, the New Guarantor;




WHEREAS,
the Borrower, the New Guarantor and the other Subsidiaries of the Borrower
though separate legal entities, are mutually dependent on each other in the
conduct of their respective businesses as an integrated operation and have
determined it to be in their mutual best interests to obtain financing from
Lender and the Issuing Bank through their collective efforts;




WHEREAS,
the New Guarantor acknowledges that it will receive direct and indirect benefits
from Lender and the Issuing Bank making such financial accommodations available
to the Borrower under the Credit Agreement and, accordingly, the New Guarantor
is willing to guarantee the Borrower's obligations to Lender and the Issuing
Bank on the terms and conditions contained herein, and




WHEREAS,
the New Guarantor's execution and delivery of this Agreement is a condition to
Lender and the Issuing Bank continuing to make such financial accommodations to
the Borrower.




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as
follows:




Section
1.  Accession to
Guaranty.  The New Guarantor hereby agrees that it is a
"Guarantor" under that certain Guaranty dated as of October 30, 2007 (the
"Guaranty"), made by each Subsidiary a party thereto in favor of Lender and the
Issuing Bank and assumes all obligations of a "Guarantor" thereunder, all as if
the New Guarantor had been an original signatory to the
Guaranty.  Without limiting the generality of the foregoing, the New
Guarantor hereby:





Section
2.  irrevocably
and unconditionally guarantees the due and punctual payment and performance when
due, whether at stated maturity, by acceleration or otherwise, of all Guaranteed
Obligations;




(a)  makes to
Lender and the Issuing Bank as of the date hereof each of the representations
and warranties contained in Section 5 of the Guaranty and agrees to be bound by
each of the covenants contained in Section 6 of the Guaranty; and




(b)  consents
and agrees to each provision set forth in the Guaranty.




Section
3.  GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.




Section
4.  Definitions.  Capitalized
terms used herein and not otherwise defined herein shall have their respective
defined meanings given them in the Credit Agreement.




Section
5.  ENTIRE
AGREEMENT.  THIS ACCESSION AGREEMENT, TOGETHER WITH THE
GUARANTY, CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  THIS INSTRUMENT
MAY BE AMENDED ONLY BY AN INSTRUMENT IN WRITING EXECUTED BY THE PARTIES
HERETO.




[Signatures
on Next Page]







IN WITNESS WHEREOF, the new Guarantor
has caused this Accession Agreement to be duly executed and delivered under seal
by its duly authorized officers as of the date first written above.




[NEW
GUARANTOR]














By:




Name




Title:




ATTEST:














By:




Name




Title:









Address
for Notices:
























Attention:




Telecopier:
(___)




Telephone:
(___)




Accepted:









WELLS
FARGO BANK, NATIONAL




ASSOCIATION,
as Lender



















By:




Name:




Title:







FORM
OF REVOLVING NOTE




$70,000,000.00                                                      Houston,
Texas October 30, 2007




FOR VALUE
RECEIVED, the undersigned, AmREIT, a Texas Real Estate Investment Trust
("Borrower"), hereby unconditionally promises to pay to the order of Wells Fargo
Bank, National Association (the "Lender"), at its Lending Office at Wells Fargo
Bank, National Association, Disbursement and Operations Center, 733 Marquette
Avenue, 10th Floor,
Minneapolis, Minnesota 55402 or at such other address as may be specified by
Lender to Borrower, the principal sum of SEVENTY MILLION AND NO/100 DOLLARS
($70,000,000.00), or such lesser amount as may be the then outstanding and
unpaid balance of all the Loans made by Lender to the Borrower pursuant to, and
in accordance with the terms of, the Credit Agreement (hereinafter
defined).




The
Borrower further agrees to pay interest at said Lending Office, in like money,
on the unpaid principal amount owing hereunder from time to time on the dates
and at the rates and at the times specified in the Credit
Agreement.




This
Revolving Note (the "Revolving Note") shall constitute the "Revolving Note"
referred to in that certain Revolving Credit Agreement dated as of October 30,
2007 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), by and between the Borrower and Lender, and is
subject to, and entitled to, all provisions and benefits
thereof.  Capitalized terms used herein and not defined herein shall
have the respective meanings given to such terms in the Credit
Agreement.  The Credit Agreement, among other things, (a) provides for
the making of Loans by Lender to Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the Dollar amount first above
mentioned, (b) permits the prepayment of the Loans by the Borrower subject to
certain terms and conditions and (c) provides for the acceleration of the Loans
upon the occurrence of certain specified events.




It is
expressly stipulated and agreed to be the intent of Borrower and Lender at all
times to comply strictly with the applicable Texas law (or applicable United
States federal law to the extent that it permits Lender to contract for, charge,
take, reserve or receive a greater amount of interest than under Texas law)
governing the maximum rate or amount of interest payable on this Revolving Note
or the Related Indebtedness (hereinafter defined).  If the applicable
law is ever judicially interpreted so as to render usurious any amount (i)
contracted for, charged, taken, reserved or received pursuant to this Revolving
Note, any of the other Loan Documents or any other communication or writing by
or between Borrower and Lender related to the transaction or transactions that
are the subject matter of the Loan Documents, (ii) contracted for, charged or
received by reason of Lender's exercise of the option to accelerate the maturity
of this Revolving Note and/or the Related Indebtedness, or (iii) Borrower will
have paid or Lender will have received by reason of any voluntary prepayment by
Borrower of this Revolving Note and/or the Related Indebtedness, then it is
Borrower's and Lender's express intent that all amounts charged in excess of the
Maximum Lawful Rate shall be automatically canceled, ab initio, and all amounts
in excess of the Maximum Lawful Rate theretofore collected by Lender shall be
credited on the principal balance of this Revolving Note and/or the Related
Indebtedness (or, if this
Revolving Note and all Related Indebtedness have been or would thereby be paid
in full, refunded to Borrower), and the provisions of this Revolving Note and
the other Loan Documents immediately be deemed reformed and the amounts
thereafter collectible hereunder and thereunder reduced, without the necessity
of the execution of any new document, so as to comply with the applicable law,
but so as to permit the recovery of the fullest amount otherwise called for
hereunder and thereunder; provided, however, if this Revolving Note has been
paid in full before the end of the stated term of this Revolving Note, then
Borrower and Lender agree that Lender shall, with reasonable promptness after
Lender discovers or is advised by Borrower that interest was received in an
amount in excess of the Maximum Lawful Rate, either refund such excess interest
to Borrower and/or credit such excess interest against this Revolving Note
and/or any Related Indebtedness then owing by Borrower to
Lender.  Borrower hereby agrees that as a condition precedent to any
claim seeking usury penalties against Lender, Borrower will provide written
notice to Lender, advising Lender in reasonable detail of the nature and amount
of the violation, and Lender shall have sixty (60) days after receipt of such
notice in which to correct such usury violation, if any, by either refunding
such excess interest to Borrower or crediting such excess interest against this
Revolving Note and/or the Related Indebtedness then owing by Borrower to
Lender.  All sums contracted for, charged or received by Lender for
the use, forbearance or detention of any debt evidenced by this Revolving Note
and/or the Related Indebtedness shall, to the extent permitted by applicable
law, be amortized or spread, using the actuarial method, throughout the stated
term of this Revolving Note and/or the Related Indebtedness (including any and
all renewal and extension periods) until payment in full so that the rate or
amount of interest on account of this Revolving Note and/or the Related
Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect
and applicable to this Revolving Note and/or the Related Indebtedness for so
long as debt is outstanding.  In no event shall the provisions of
Chapter 346 of the Texas Finance Code (which regulates certain revolving credit
loan accounts and revolving triparty accounts) apply to this Revolving Note
and/or the Related Indebtedness.  Notwithstanding anything to the
contrary contained herein or in any of the other Loan Documents, it is not the
intention of Lender to accelerate the maturity of any interest that has not
accrued at the time of such acceleration or to collect unearned interest at the
time of such acceleration.  Borrower and Lender hereby agree that any
and all suits alleging the contracting for, charging or receiving of usurious
interest shall lie in Harris County, Texas, and each irrevocably waive the right
to venue in any other county.




As used
herein, the term "Maximum Lawful Rate" shall mean the maximum lawful rate of
interest which may be contracted for, charged, taken, received or reserved by
Lender in accordance with the applicable laws of the State of Texas (or
applicable United States federal law to the extent that it permits Lender to
contract for, charge, take, receive or reserve a greater amount of interest than
under Texas law), taking into account all Charges (as herein defined) made in
connection with the transaction evidenced by this Revolving Note and the other
Loan Documents.  As used herein, the term "Charges" shall mean all
fees, charges and/or any other things of value, if any, contracted for, charged,
received, taken or reserved by Lender in connection with the transactions
relating to this Revolving Note and the other Loan Documents, which are treated
as interest under applicable law.  As used herein, the term "Related
Indebtedness" shall mean any and all debt paid or payable by Borrower to Lender
pursuant to the Loan Documents or any other communication or writing by or
between Borrower and Lender related
to the transaction or transactions that are the subject matter of the Loan
Documents, except such debt which has been paid or is payable by Borrower to
Lender under the Revolving Note.




To the
extent that Lender is relying on Chapter 303 of the Texas Finance Code to
determine the Maximum Lawful Rate payable on this Revolving Note and/or the
Related Indebtedness, Lender will utilize the weekly ceiling from time to time
in effect as provided in such Chapter 303, as amended.  To the extent
United States federal law permits Lender to contract for, charge, take, receive
or reserve a greater amount of interest than under Texas law, Lender will rely
on United States federal law instead of such Chapter 303 for the purpose of
determining the Maximum Lawful Rate. Additionally, to the extent permitted by
applicable law now or hereafter in effect, Lender may, at its option and from
time to time, utilize any other method of establishing the Maximum Lawful Rate
under such Chapter 303 or under other applicable law by giving notice, if
required, to Borrower as provided by applicable law now or hereafter in
effect.




Notwithstanding
anything in this Revolving Note to the contrary, if at any time (i) the interest
rate provided for under this Revolving Note or any other Loan Document (the
"Stated Rate"), and (ii) the Charges computed over the full term of this
Revolving Note, exceed the Maximum Lawful Rate, then the rate of interest
payable hereunder, together with all Charges, shall be limited to the Maximum
Lawful Rate; provided, however, that any subsequent reduction in the Stated Rate
shall not cause a reduction of the rate of interest payable hereunder below the
Maximum Lawful Rate until the total amount of interest earned hereunder,
together with all Charges, equals the total amount of interest which would have
accrued at the Stated Rate if such interest rate had at all times been in
effect.  Changes in the Stated Rate resulting from a fluctuations in
the rates used to calculate the Stated Rate shall be subject to the provisions
of this paragraph.




The
holder hereof shall be entitled to the benefits of the other Loan Documents (to
the extent and with the effect as therein provided).




The
Borrower hereby waives presentment, demand, protest and notice of any kind,
including without limitation notice of interest to accelerate and notice of
acceleration.  No failure to exercise, and no delay in exercising any
rights hereunder on the part of the holder hereof shall operate as a waiver of
such rights.




Time is
of the essence of this Revolving Note.




THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS.







IN
WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note
as of the date written above.




AmREIT,




a Texas
Real Estate Investment Trust














By:




Name:  Chad
C. Braun




Title:  Vice
President







FORM
OF NOTICE OF BORROWING




___________________,
200__




Wells
Fargo Bank, National Association




Disbursement
and Operations Center




733
Marquette Avenue, 10th
Floor




Minneapolis,
Minnesota 55402




Attention:  Jivko
Sabev




Facsimile:  (866)
720-0617




Ladies
and Gentlemen:




Reference
is made to that certain Revolving Credit Agreement dated as of October 30, 2007,
as amended (the "Credit Agreement"), by and between AmREIT, a Texas Real Estate
Investment Trust ("Borrower"), and Wells Fargo Bank, National Association
('Lender').  Capitalized terms used herein and not otherwise defined
herein, have their respective meanings given them in the Credit
Agreement.




1.
            Pursuant
      to Section 2.2 of the Credit Agreement, the Borrower hereby requests that
      the Lender makes a Loan to the Borrower in an amount equal to
      $_______________________.




2.
            The
      Borrower requests that the Loan be made available to the Borrower on
      _________________, 200___.




3.
            The
      Borrower hereby requests that the requested Loan be of the following
      Type:




[Check
      one box only]




☐ Base Rate Loan




☐ LIBOR Loan, with an initial Interest
Period for a duration of:









[Check one box
only]                          ☐
one month




☐ two months




☐ three months




☐ six months




4.
            The
      proceeds of the Loan will be used for the
  following:










The
Borrower hereby certifies to Lender that as of the date hereof, as of the date
of the making of the requested Loan, and after making such Loan, (a) no Default
or Event of  Default shall have occurred and be continuing and (b) the
representations and warranties of the Borrower contained
in the Credit Agreement and the other Loan Documents are and shall be true and
correct in all material respects, except to the extent such representations or
warranties specifically relate to an earlier date or such representations or
warranties have become untrue by reason of events or conditions otherwise
permitted under the Credit Agreement or the other Loan Documents.




AmREIT,




a Texas
Real Estate Investment Trust














By:




Name:




Title:







FORM
OF NOTICE OF CONTINUATION




____________________,
200___




Wells
Fargo Bank, National Association




Disbursement
and Operations Center




733
Marquette Avenue, 10th
Floor




Minneapolis,
Minnesota 55402




Attention:  Jivko
Sabev




Facsimile:  (866)
720-0617




Ladies
and Gentlemen:




Reference
is made to that certain Revolving Credit Agreement dated as of October 30, 2007,
as amended (the "Credit Agreement"), by and between AmREIT, a Texas Real Estate
Investment Trust ("Borrower"), and Wells Fargo Bank, National Association (the
"Lender").  Capitalized terms used herein, and not otherwise defined
herein, have their respective meanings given them in the Credit
Agreement.




Pursuant
to Section 2.4 of the Credit Agreement, the Borrower hereby requests a
Continuation of a LIBOR Loan under the Credit Agreement, and in that connection
sets forth below the information relating to such Continuation as required by
such Section of the Credit Agreement:




1.
            The
      requested date of such Continuation is ___________________,
      200___.




2.
            The
      aggregate principal amount of the LIBOR Loan subject to the requested
      Continuation is $______________ and the portion of such principal amount
      subject to such Continuation is
  $_______________.




3.
            The
      current Interest Period of the Loan subject to such Continuation ends on
      _________________, 200___.




4.
            The
      duration of the Interest Period for the Loan or portion thereof subject to
      such Continuation is:




[Check one box
only]                          ☐
one month




☐ two months




☐ three months




☐ six months




The
Borrower hereby certifies to Lender and the Issuing Bank that as of the date
hereof, as of the proposed date of the requested Continuation, and after giving
effect to such Continuation, no Event of Default shall have occurred and be
continuing.




If notice
of the requested Continuation was given previously by telephone, this notice is
to be considered the written confirmation of such telephone notice required by
Section 2.4 of the Credit Agreement.




AmREIT,




a Texas
Real Estate Investment Trust














By:




Name:




Title:







FORM
OF NOTICE OF CONVERSION




_________________,
200___




Wells
Fargo Bank, National Association




Disbursement
and Operations Center




733
Marquette Avenue, 10th
Floor




Minneapolis,
Minnesota 55402




Attention:  Jivko
Sabev




Facsimile:  (866)
720-0617




Ladies
and Gentlemen:




Reference
is made to that certain Revolving Credit Agreement dated as of October 30, 2007,
as amended (the "Credit Agreement"), by and between AmREIT, a Texas Real Estate
Investment Trust ("Borrower"), and Wells Fargo Bank, National Association
("Lender").  Capitalized terms used herein, and not otherwise defined
herein, have their respective meanings given them in the Credit
Agreement.




Pursuant
to Section 2.5 of the Credit Agreement, the Borrower hereby requests a
Conversion of a Loan of one Type into a Loan of another Type under the Credit
Agreement, and in that connection sets forth below the information relating to
such Conversion as required by such Section of the Credit
Agreement:




1.
            The
      requested date of such Conversion is ________________,
    200___.




2.
            The
      Type of Loan to be Converted pursuant hereto is
  currently:




[Check one box
only]                                                      ☐
Base Rate Loan




☐ LIBOR Loan




3.
            The
      aggregate principal amount of the Loan subject to the requested Conversion
      is $______________ and the portion of such principal amount subject to
      such Conversion is
$_________________.




4.
            The
      amount of such Loan to be so Converted is to be converted into a Loan of
      the following Type:




[Check one box
only]                                                                ☐
Base Rate Loan




☐ LIBOR Loan, with an initial
Interest




Period for a duration of:









[Check one box
only]                          ☐
one month




☐ two months




☐ three months




☐ six months







The
Borrower hereby certifies to Lender and the Issuing Bank that as of the date
hereof, as of the proposed date of the requested Conversion, and after giving
effect to such Conversion, no Event of Default shall have occurred and be
continuing.




If notice
of the requested Conversion was given previously by telephone, this notice is to
be considered the written confirmation of such telephone notice required by
Section 2.5 of the Credit Agreement.




AmREIT,




a Texas
Real Estate Investment Trust














By:




Name:




Title:







FORM
OF OPINION




________________,
2007







Wells
Fargo Bank, National Association




1000
Louisiana, 4th Floor




Houston,
Texas  77002-5093




Re:
            $70,000,000.00
      Revolving Credit Facility




Ladies
and Gentlemen:




We have
acted as counsel to AmREIT, a Texas Real Estate Investment Trust (the "REIT"),
and AmREIT Operating Corporation, a Texas corporation and AmREIT Realty
Investment Corporation, a Texas corporation (collectively, "Guarantors") in
connection with the $70,000,000.00 revolving credit facility provided pursuant
to that certain Revolving Credit Agreement dated as of October 30, 2007 (the
"Agreement") by and between REIT and Wells Fargo Bank, National Association
("Lender").  This Opinion Letter (herein so called) is furnished to
you as required by Section 5.1(d) of the Agreement. Capitalized terms used in
this Opinion Letter and not defined herein are defined as set forth in the
Agreement.




Our
opinions are limited in all respects to the substantive law of the State of
Texas and the federal law of the United States and we assume no responsibility
as to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.




I.           Documents
Reviewed




A.           Documents Reviewed--Loan
Documents.  As counsel to REIT, we have reviewed the following
documents and instruments (collectively, the "Transaction
Documents"):




1.
            Agreement;




2.
            Promissory
      Note, dated as of October 30, 2007, executed by Borrower and payable to
      the order of Lender in the maximum principal amount of $70,000,000.00;
      and




3.
            Guaranty
      executed by Guarantors dated as of October 30,
  2007.




B.           Documents Reviewed--Other Documents
Examined:  In addition to the Transaction Documents, other
documents we have examined in rendering this opinion, and upon which we have
relied, include the following:




1.
            [LIST ALL ORGANIZATIONAL
      DOCUMENTS, CERTIFICATES AND
RESOLUTIONS]




II.
            Qualifications
      to Factual Examination;




Reliance
      on Local Counsel




We have
been furnished with and examined originals or copies, certified or otherwise
identified to our satisfaction, of all such records of REIT, agreements and
other instruments, certificates of officers and representatives of REIT,
certificates of public officials, and other documents, and we have had such
discussions with appropriate officers of REIT as we have deemed necessary or
desirable as a basis for the opinions hereinafter expressed.  As to
questions of fact material to such opinions, we have, where relevant facts were
not independently verified or established, relied upon certificates of and
discussions with officers of REIT.




III.           Assumptions




For
purposes of this opinion, we have assumed:  (i) the genuineness of all
signatures on all documents (other than REIT and the Guarantors on the
Transaction Documents); (ii) the authenticity of all documents submitted to us
as originals; (iii) the conformity to the originals of all documents submitted
to us as copies; (iv) the correctness and accuracy of all facts set forth in all
certificates and reports identified in this opinion; and (v) the due
authorization, execution, and delivery of and the validity and binding effect of
the Transaction Documents with regard to the parties to the Transaction
Documents other than REIT.




IV.           Opinions




Based
upon and subject to the foregoing and the other qualifications and limitations
stated in this Opinion Letter, we are of the opinion that:




1.           REIT
is duly organized and validly existing under the laws of the State of Texas and
is a real estate investment trust under Section 856 of the Internal Revenue
Code.




2.           [RECITE ORGANIZATION, EXISTENCE AND
GOOD STANDING OPINIONS FOR EACH GUARANTOR]




3.           REIT
and the Guarantors have the corporate power and authority to execute, deliver,
and perform their respective obligations under the Transaction Documents to
which they are a party.  The Transaction Documents to which either
REIT or the Guarantors are a party have been duly authorized by all necessary
corporate action on the part of such Person and have been duly executed and
delivered by such Person.




4.           The
Transaction Documents to which REIT or the Guarantors are a party are
enforceable against such Person.




5.           The
execution and delivery by REIT and the Guarantors, as applicable, of, and
performance of their agreements in, the Transaction Documents to which either
Person is a party do not (i) violate the trust declaration, articles of
incorporation or bylaws of such Person, breach, or result in a default under,
any existing obligation of such Person under any agreement binding on such
Person, or (ii) breach or otherwise violate any existing obligation of such
Person.







6.           The
execution and delivery of the Transaction Documents to which either REIT or the
Guarantors are a party, the consummation of the transactions contemplated
thereby, and compliance by such Person with the provisions thereof will not
violate any Texas or federal statute or regulation.




7.           No
consent, approval, waiver, license or authorization or other action by or filing
with any governmental authority is required under Texas or federal statutes or
regulations in connection with the execution and delivery by REIT or the
Guarantors of the Transaction Documents to which such Person is a party, except
for those already obtained or completed.




8.           The
Transaction Documents are not usurious contracts.




V.           Enforceability
Limitations




The
opinions expressed in paragraph 3 are qualified and may be limited as
follows:




A.           The
enforceability of the Transaction Documents is subject to the effect of
bankruptcy, insolvency, reorganization, receivership, moratorium, or other
similar laws affecting the rights and remedies of creditors
generally.




B.           The
enforceability of the Transaction Documents is subject to the effect of general
principles of equity.




The
qualification of any opinion or statement herein by the use of the words "to our
knowledge" or "known to us" means that during the course of representation as
described in this Opinion Letter, no information has come to the attention of
the attorneys in this Firm which would give such attorneys current actual
knowledge of the existence of the facts so qualified.  Except as set
forth herein, we have not undertaken any investigation to determine the
existence of such facts, and no inference as to our knowledge thereof shall be
drawn from the fact of our representation of any party or
otherwise.




This
Opinion Letter (i) has been furnished to Lender at its request, and we consider
it to be a confidential communication which may not be furnished, reproduced,
distributed or disclosed to anyone without our prior written consent, (ii) is
rendered solely for Lender's use in connection with the above transaction, and
may not be relied upon by any other person (other than an assignee of Lender) or
for any other purpose without our prior written consent, (iii) is rendered as of
the date hereof, and we undertake no, and hereby disclaim any, obligation to
advise you of any changes or any new developments which might affect any matters
or opinions set forth herein; and (iv) is limited to the matters stated herein
and no opinions may be inferred or implied beyond the matters expressly stated
herein.




Very
truly yours,



















By:







FORM
OF UNENCUMBERED POOL CERTIFICATE




Reference
is made to that certain Revolving Credit Agreement dated as of October 30, 2007
(the "Credit Agreement"), by and between AmREIT, a Texas Real Estate Investment
Trust ("Borrower") and Wells Fargo Bank, National Association
("Lender").  Capitalized terms used herein, and not otherwise defined
herein, have their respective meanings given them in the Credit
Agreement.




1.           Pursuant
to Section 4.l(b)(ii) or Section 7.1(d), as applicable, of the Credit Agreement,
the undersigned hereby certifies to Lender that Schedule I attached hereto
accurately and completely sets forth, as of the date hereof:  (i) the
identity of each Eligible Property as to which Borrower seeks Lender's approval
as a Pool Property, (ii) assuming the approval of each such Eligible Property as
a Pool Property, (A) on a pro forma basis the Maximum Loan Availability, (B) the
Occupancy Rate of such Property, and (C) the aggregate Occupancy Rate of all
Unencumbered Pool Properties, assuming the approval of each such Eligible
Property as a Pool Property.




The
undersigned further certifies to Lender that as of the date hereof (a) no
Default or Event of Default has occurred and is continuing, and (b) the
representations and warranties of the Borrower contained in the Credit Agreement
and the other Loan Documents are true and correct in all material respects,
except to the extent such representations or warranties specifically relate to
an earlier date or such representations or warranties become untrue by reason of
events or conditions otherwise permitted under the Credit Agreement or the other
Loan Documents.




IN
WITNESS WHEREOF, the undersigned has signed this Unencumbered Pool Certificate
on and as of __________, 200___.












Name:




Title:Chief
Financial Officer of AmREIT,




a Texas Real Estate Investment
Trust







FORM
OF ELIGIBILITY CERTIFICATE




Reference
is made to that certain Revolving Credit Agreement dated as of October 30, 2007
(the "Credit Agreement"), by and between AmREIT, a Texas Real Estate Investment
Trust ("Borrower") and Wells Fargo Bank, National Association
("Lender").  Capitalized terms used herein, and not otherwise defined
herein, have their respective meanings given them in the Credit
Agreement.




Pursuant
to Section 4.1 (b)(iv) of the Credit Agreement, the undersigned hereby certifies
to Lender, with respect to each of the properties listed on Schedule 1 attached
hereto, that:




(a)           such
property is improved with one or more operating retail properties.




(b)           such
property is 100% owned in fee simple by Borrower or by a Wholly Owned Subsidiary
designated as the owner of such property on Schedule 1.  Schedule 1
sets forth the capital structure of each such Wholly Owned
Subsidiary.




(c)           (i)
neither such property, nor any interest of Borrower or such Wholly Owned
Subsidiary therein, is subject to any Lien other than Permitted Liens or to any
agreement (other than the Credit Agreement or any other Loan Document) that
prohibits the creation of any Lien thereon as security for Indebtedness; (ii) if
such property is owned by a Wholly Owned Subsidiary: (A) none of Borrower's
direct or indirect ownership interest in such Wholly Owned Subsidiary is subject
to any Lien other than Permitted Liens or to any agreement (other than the
Credit Agreement or any other Loan Document) that prohibits the creation of any
Lien thereon as security for Indebtedness and (B) neither such Wholly Owned
Subsidiary, nor any other Wholly Owned Subsidiary through which Borrower holds
any indirect interest in such Wholly Owned Subsidiary, is subject to any
restriction of any kind which would limit its ability to pay or perform its
obligations under the Guaranty required to be delivered under the Credit
Agreement prior to its obligation to pay dividends or make any other
distribution on any of such Wholly Owned Subsidiary's capital stock or other
securities owned by Borrower or any other Wholly Owned Subsidiary of Borrower;
(iii) such property has an Occupancy Rate of at least 80%, and (iv) such
property is free of all structural defects, title defects, environmental
conditions or other adverse matters except for defects, conditions or matters
individually or collectively which are not material to the profitable operation
of such property.




(d)           if
such property were an Unencumbered Pool Property, the aggregate Occupancy Rate
of all Unencumbered Pool Properties as of the date hereof (including all
properties listed on Schedule 1), would not be less than ninety percent
(90%).




(e)           (i)           Borrower
has obtained, with respect to such property, a "Phase I" environmental
assessment




(ii)           Borrower
has reviewed such assessments and believes it reasonable to rely upon such
assessments; and





(iii)           such
assessments do not (1) identify any contamination or potential contamination
that has resulted in, or that could reasonably be anticipated to result in a
materially adverse effect upon the condition, market value, Net Operating Income
or prospects of such property, (2) recommend that any further material
investigation be undertaken, or (3) identify any potential or actual recognized
environmental condition.




IN
WITNESS WHEREOF, the undersigned has signed this Eligibility Certificate on and
as of ___________, 200___.



















Name:




Printed:




Title:Chief
Financial Officer of AmREIT,




a Texas Real Estate Investment
Trust







Schedule
1




TO
ELIGIBILITY CERTIFICATE




(A)           Property Description
[For each
Property]




1.           Property
Name:




2.           Owner:                                [If not Borrower, set forth capital
structure of the owner]




3.           Location:                                [Including City, State, County and
address]




4.           Environmental
Information:




a.           Date
Phase I prepared:




b.           The
Phase I was prepared by:




5.           Summary of Existing
Tenants:  [Including Rent Rolls in detail
satisfactory to Lender]







TRANSFER
AUTHORIZER DESIGNATION


(For
Disbursement of Loan Proceeds by Funds Transfer)








o NEWo REPLACE PREVIOUS
DESIGNATION   o  ADD  o   CHANGE    o  DELETE LINE
NUMBER    _____





The
following representatives of AmREIT, a Texas Real Estate Investment Trust
(“Borrower”) are authorized to request the disbursement of Loan Proceeds and
initiate funds transfers for Loan Number 5448 dated October 30, 2007 between
Wells Fargo Bank, National Association ("Lender") and Borrower. Lender is
authorized to rely on this Transfer Authorizer Designation until it has received
a new Transfer Authorizer Designation signed by Borrower, even in the event that
any or all of the foregoing information may have changed.





Name
            Title
            
            Maximum
      Wire
              Amount11.
            
            H.
      Kerr Taylor
            
            
            $
            70,000,000.002.
            
            Chad
      Braun
            
            
            $
            70,000,000.003.4.5.







Beneficiary
Bank and Account Holder Information








1.


Transfer
      Funds to (Receiving Party Account Name):Receiving
      Party Account Number:Receiving
      Bank Name, City and State:
            Receiving
      Bank Routing (ABA) NumberMaximum
      Transfer Amount:Further
      Credit Information/Instructions:





2.


Transfer
      Funds to (Receiving Party Account Name):Receiving
      Party Account Number:Receiving
      Bank Name, City and State:
            Receiving
      Bank Routing (ABA) NumberMaximum
      Transfer Amount:Further
      Credit Information/Instructions:


3.


Transfer
      Funds to (Receiving Party Account Name):Receiving
      Party Account Number:Receiving
      Bank Name, City and State:
            Receiving
      Bank Routing (ABA) NumberMaximum
      Transfer Amount:Further
      Credit Information/Instructions:





2Maximum Wire
Amount may not exceed the Loan Amount.








Date:
DATE OF DOCUMENTS





“BORROWER”





AMREIT


a Texas
Real Estate Investment Trust





By:  ________________________________


Name:


Title:

























OUTSTANDING LETTERS OF
CREDIT









Irrevocable
Letter of Credit No. NZS435795 as amended issued April 8, 2002 for the benefit
of General Electric Capital Business Asset Funding Corporation.




Irrevocable
Standby Letter of Credit No. NZS545181 as amended issued June 1, 2005 for the
benefit of LaSalle Bank NA, as Trustee.







UNENCUMBERED
POOL PROPERTIES AS OF AGREEMENT DATE






Property
            
            City
            
            State
            
            Date
      Acquired
            
            Square
      Footage
            
            Lease
      ExpirationFEE
      SIMPLEMacArthur Pads
      - Eye Masters
            
            Irving
            
            TX
            
            Dec-05
            
            4,000
            
            Nov-09MacArthur Pads
      - Deli Masters
            
            Irving
            
            TX
            
            Dec-05
            
            4,540
            
            Dec-09MacArthur Pads
      - Mattress Giant
            
            Irving
            
            TX
            
            Dec-05
            
            5,000
            
            Feb-10MacArthur Pads
      - Men's Warehouse
            
            Irving
            
            TX
            
            Dec-05
            
            6,660
            
            Feb-10MacArthur Pads
      - Nextel
            
            Irving
            
            TX
            
            Dec-05
            
            4,213
            
            Feb-10MacArthur Pads
      - Pier One
            
            Irving
            
            TX
            
            Dec-05
            
            9,028
            
            Feb-10MacArthur Pads
      - Signature Nails
            
            Irving
            
            TX
            
            Dec-05
            
            1,604
            
            Mar-10MacArthur Pads
      - Smoothie King
            
            Irving
            
            TX
            
            Dec-05
            
            1,422
            
            Mar-11McArthur Pads
      - Sports Clips
            
            Irving
            
            TX
            
            Dec-05
            
            1,275
            
            Nov-09MacArthur Pads
      - Up in Smoke
            
            Irving
            
            TX
            
            Dec-05
            
            1,273
            
            Dec-09AFC,
    Inc
            
            Atlanta
            
            GA
            
            Jul-02
            
            2,583
            
            Jul-14Carlson
      Restaurants (TGI Friday's)
            
            Houston
            
            TX
            
            Dec-93
            
            8,500
            
            Jun-08Golden
      Corral
            
            Houston
            
            TX
            
            Aug-92
            
            12,000
            
            Nov-07Golden
      Corral
            
            Houston
            
            TX
            
            Mar-93
            
            12,000
            
            Mar-08IHOP
      Corporation
            
            Topeka
            
            KS
            
            Sep-99
            
            4,500
            
            Dec-08CVS-Uptown
      Plaza
            
            Houston
            
            TX
            
            Dec-03
            
            12,000
            
            Sep-24Woodlands
      Plaza - Kinko's
            
            Houston
            
            TX
            
            Jan-03
            
            2,750
            
            Mar-08Woodlands
      Plaza - DiMassi's
            
            Houston
            
            TX
            
            Nov-02
            
            4,329
            
            Jan-13Woodlands
      Plaza - Liberty Mutual
            
            Houston
            
            TX
            
            Apr-03
            
            2,962
            
            Mar-08Woodlands
      Plaza - Rug Gallery
            
            Houston
            
            TX
            
            Feb-04
            
            9,977
            
            Jan-11Uptown Plaza -
      The Grotto
            
            Houston
            
            TX
            
            Dec-03
            
            8,000
            
            Oct-12Uptown Plaza -
      Nextel
            
            Houston
            
            TX
            
            Dec-03
            
            1,660
            
            Mar-09Uptown Plaza -
      IS Images
            
            Houston
            
            TX
            
            Dec-03
            
            1,600
            
            Mar-08Uptown Plaza -
      EG Geller
            
            Houston
            
            TX
            
            Dec-03
            
            1,600
            
            Nov-14Uptown Plaza -
      Omaha Steaks
            
            Houston
            
            TX
            
            Dec-03
            
            1,600
            
            Nov-14Uptown Plaza -
      Judith Anne Jewels
            
            Houston
            
            TX
            
            Dec-03
            
            1,600
            
            Jan-10Courtyard at
      Post Oak - Verizon / WAMU
            
            Houston
            
            TX
            
            Jun-04
            
            4,013
            
            Nov-09Courtyard at
      Post Oak - Ninfa's
            
            Houston
            
            TX
            
            Jun-04
            
            7,606
            
            Nov-09Courtyard at
      Post Oak - Dessert Gallery
            
            Houston
            
            TX
            
            Jun-04
            
            1,978
            
            Aug-08GROUND LEASEWashington
      Mutual
            
            Houston
            
            TX
            
            Dec-96
            
            3,685
            
            Dec-11Washington
      Mutual
            
            The
      Woodlands
            
            TX
            
            Sep-96
            
            3,685
            
            Sep-11CVS -
      Westheimer & Yorktown
            
            Houston
            
            TX
            
            Jan-03
            
            13,824
            
            Dec-23Dardin (Smokey
      Bones)
            
            Peach Tree
      City
            
            GA
            
            Dec-98
            
            6,687
            
            Dec-08410 and Blanco
      - Citibank
            
            San
      Antonio
            
            TX
            
            Dec-04
            
            4,439
            
            Jan-21Woodlands Ring
      Road - Bank of America
            
            The
      Woodlands
            
            TX
            
            Feb-07
            
            4,251
            
            Jul-15Woodlands Ring
      Road - Circuit City
            
            The  
      Woodlands
            
            TX
            
            Feb-07
            
            34,233
            
            Dec-17Woodlands Ring
      Road - Landry's
            
            The
      Woodlands
            
            TX
            
            Feb-07
            
            13,497
            
            Sep-25Woodlands Ring
      Road - Brinker (Macaroni Grill)
            
            The
      Woodlands
            
            TX
            
            Feb-07
            
            7,825
            
            Oct-09Woodlands Ring
      Road - Carlson Restaurants (TGI Friday's)
            
            The
      Woodlands
            
            TX
            
            Feb-07
            
            6,543
            
            Oct-09Carlson
      Restaurants (TGI Friday's)
            
            Hanover
            
            MD
            
            Sep-03
            
            8,500
            
            Sep-23







OWNERSHIP
STRUCTURE




Attached
is a complete corporate structure and ownership interests of Borrower and all of
its Subsidiaries as of the date hereto, including the correct legal name of
Borrower and each such Subsidiary, and Borrower's relative equity interest in
each Subsidiary:












INDEBTEDNESS AND
GUARANTEES









AmREIT


Debt
Information





Description
              
              Amount
                Outstanding
                06-30-2007
              
              
              Amount
                Outstanding
                12-31-2006
              
              
              Interest
                Rate
              
              
              Annual Debt
                Service
              
              Maturity
                DateCredit
      Facility (1)
              
              $
              5,856
              
              
              $
              11,929
              
              
              
              7.19
              %
              
              $
              421
              
              11/04/20072007
      Maturities
              
              $
              5,856
              
              
              $
              11,929MacArthur
      Park
              
              $
              13,410
              
              
              $
              13,410
              
              
              
              6.17
              %
              
              $
              827
              
              12/01/20082008
      Maturities
              
              $
              13,410
              
              
              $
              13,410Sugarland
      IHOP
              
              $
              1,133
              
              
              $
              1,155
              
              
              
              8.25
              %
              
              $
              138
              
              03/01/2011Sugar
      Land Plaza
              
              
              2,272
              
              
              
              2,286
              
              
              
              7.60
              %
              
              
              203
              
              11/01/20112011
      Maturities
              
              $
              3,405
              
              
              $
              3,441Albuquerque
      IHOP
              
              $
              659
              
              
              $
              670
              
              
              
              7.82
              %
              
              $
              75
              
              04/24/2012Baton
      Rouge IHOP
              
              
              1,088
              
              
              
              1,107
              
              
              
              7.82
              %
              
              
              124
              
              04/24/2012Beaverton
      IHOP
              
              
              772
              
              
              
              785
              
              
              
              7.82
              %
              
              
              88
              
              04/16/2012Charlottesville
      IHOP
              
              
              548
              
              
              
              558
              
              
              
              7.82
              %
              
              
              62
              
              04/24/2012El
      Paso #1934 IHOP
              
              
              662
              
              
              
              673
              
              
              
              7.82
              %
              
              
              75
              
              04/16/2012Rochester
      IHOP
              
              
              828
              
              
              
              842
              
              
              
              7.82
              %
              
              
              94
              
              04/16/2002Shawnee
      IHOP
              
              
              653
              
              
              
              665
              
              
              
              7.82
              %
              
              
              74
              
              04/18/20125115
      Buffalo Spdwy.
              
              
              2,715
              
              
              
              2,731
              
              
              
              7.82
              %
              
              
              241
              
              05/11/2012Salem
      IHOP
              
              
              542
              
              
              
              551
              
              
              
              7.82
              %
              
              
              61
              
              05/17/2012Springfield
      IHOP
              
              
              899
              
              
              
              915
              
              
              
              7.82
              %
              
              
              102
              
              06/21/2012Roanoke
      IHOP
              
              
              624
              
              
              
              635
              
              
              
              7.89
              %
              
              
              71
              
              07/26/2012Centerville
      IHOP
              
              
              1,091
              
              
              
              1,110
              
              
              
              7.89
              %
              
              
              124
              
              07/26/2012Memphis
      #4462 IHOP
              
              
              1,180
              
              
              
              1,199
              
              
              
              7.89
              %
              
              
              134
              
              07/19/2012Alexandria
      IHOP
              
              
              630
              
              
              
              640
              
              
              
              7.89
              %
              
              
              71
              
              07/19/2012El
      Paso #1938 IHOP
              
              
              788
              
              
              
              802
              
              
              
              7.89
              %
              
              
              89
              
              08/23/2012La
      Verne IHOP
              
              
              657
              
              
              
              668
              
              
              
              7.89
              %
              
              
              74
              
              08/23/2012Memphis
      #4482 IHOP
              
              
              685
              
              
              
              696
              
              
              
              7.89
              %
              
              
              77
              
              08/23/2012Parker
      IHOP
              
              
              737
              
              
              
              749
              
              
              
              7.89
              %
              
              
              83
              
              08/23/20122012
      Maturities
              
              $
              15,758
              
              
              $
              15,996Cinco
      Ranch
              
              $
              8,229
              
              
              $
              8,298
              
              
              
              5.60
              %
              
              $
              601
              
              07/10/2013Plaza
      in the Park
              
              
              17,392
              
              
              
              17,538
              
              
              
              5.60
              %
              
              
              1,270
              
              07/10/20132013
      Maturities
              
              $
              25,621
              
              
              $
              25,836









Description
              
              Amount
                Outstanding
                06-30-2007
              
              
              Amount
                Outstanding
                12-31-2006
              
              
              Interest
                Rate
              
              
              Annual Debt
                Service
              
              Maturity
                DateUptown
      Park
              
              $
              49,000
              
              
              $
              49,000
              
              
              
              5.37
              %
              
              $
              2,631
              
              06/01/20152015
      Maturities
              
              $
              49,000
              
              
              $
              49,000Southbank-Riverwalk
              
              $
              20,000
              
              
              $
              -
              
              
              
              5.91
              %
              
              $
              1,182
              
              06/01/20162016
      Maturities
              
              $
              20,000
              
              
              $
              -Bakery
      Square
              
              $
              3,838
              
              
              $
              3,967
              
              
              
              8.00
              %
              
              $
              571
              
              02/10/2017Uptown
      Plaza Dallas
              
              $
              19,900
              
              
              $
              -
              
              
              
              5.64
              %
              
              $
              783
              
              04/01/20172017
      Maturities
              
              $
              23,738
              
              
              $
              3,967Total
      Maturities
              
              $
              156,788
              
              
              $
              143,579















PROPERTY MANAGEMENT
AGREEMENTS




AND OTHER MAJOR
AGREEMENTS




AmREIT
Realty Investment Corporation, as Agent:





1.
            Uptown
      Plaza – Houston, TX – April 1, 2004 –
AmREIT


2.
            Lake
      Woodlands Plaza – April 1, 2004 -
AmREIT


3.           The
Courtyard – June 15, 2004 - AmREIT


4.           MacArthur
Pad Sites – April 12, 2006 – AmREIT MacArthur Pad Sites, LP


5.           All
AmREIT Properties – April 19, 2006 - AmREIT












AmREIT


SCHEDULE
OF INSURANCE
 
 
 
 Aon
Risk Services of Texas, Inc
 1330 Post
Oak Blvd., Suite 900
 Houston,
TX, 77056-3089
 Main Line
(866) 283-7124
 Fax (866)
430-1035
  
  Am
REIT
 Schedule
Of Insurance
 
 
 Policy
      Number
              Underwriter/A.M.
      Best Rating
              Term
              Description
              Coverage
      Description
              Limit/Deductible
              Premium61UENTW5600
              Hartford
      Ins Co of the Midwest –A+
              11/10/2006
                to
                11/10/2007
              General
      Liability Coverage
              £   General
      Aggregate
                Limit
                £   Prod
      & Comp Ops
                Aggregate
      Limit
                £   Per
      Occurrence Limit
                £   Personal
      & Advertising
                Injury
      Limit
                £   Damage
      to Rented
                Premises/Fire
      Damage
                £   Medical
      Expense Limit
                (any
      one person)
                £   Employee
      Benefit
                Liability
      Aggregate Lim
                £   Emp
      Benefits Liab Limit
                - Per Occurrence
              $2,000,000
                $2,000,000
                $1,000,000
                $1,000,000
                $300,000
                $10,000
                $1,000,000
                $1,000,000
              $93,764.0061
      UEN TW5600
              Twin
      City Fire Insurance
                Company
      - A+
              11/10/2006
                to
                11/10/2007
              Business
      Auto Coverage
              £   CSL
                £   Comprehensive
                Deductible
                £   Collision
      Deductible
                £   Comprehensive
                Coverage
      Deductible
                £   Collision
      Coverage
                Deductible
                8  Hired
      Autos
                9  Non-Owned
      Autos
              $1,000,000
                $1,000
                $1,000
                $1,000
                $1,000
              $1,302.001WEPI8551
              Hartford
      Underwriters Ins. Co. –A+
              11/10/2006
                to
                11/10/2007
              Workers
      Compensation - Casualty
              £   Bodily
      Injury Limit -
                Each
      Accident
                £   Bodily
      Injury by Disease
                - Policy Limit
                £   Bodily
      Injury by Disease
                - Ea Employee
              $1,000,000
                $1,000,000
                $1,000,000
              $19,208.00
 Proprietary
Information: Data provided on this page is proprietary between Aon and
AmREIT.
 
 This insurance document is furnished
to you as a matter of information for your convenience. It only summarizes me
listed policy(ies) and is not intended to reflect all the term policy(ies).
Moreover, the information contained in this document reflects coverage as of
05/21/2007; except in the case of Pending and Expired policies. In which case,
coverage is shown as of the Effective date or Expiration date respectively. This
document is not an insurance policy and does not amend, alter or extend the
coverage afforded by the listed policy(ies). The insurance afford the terms, exclusions and conditions
of such policy(ies).
  
  AmREIT
 Schedule
Of Insurance
 
 
 YU2L9L43607217
                  Liberty
      MutualFire
      Ins Co - A
                  4/19/2007
                    to
                    4/19/2008
                  Commercial
      Property Coverage
                  £   Blkt
      Real & Personal
                    Property
      Limit
                    £   Deductible
                    £   Business
      Income
                    Including
      Rent Value
                    £   Extra
      Expense Only
                    Limit
                    £   Deductible
                    £   Unnamed
      Locations
                    Sublimit
                    £   Service
      Interrupt - PD &
                    TE
      Limit
                    £   Demolition
      & Inc COC -
                    PD
      Limit
                    £   Demolition
      and
                    Increased
      COC
                    Deductible
                    £   Valuable
      Papers &
                    Records
                    £   Valuable
      Papers
                    Deductible
                    £   Accounts
      Receivable
                    £   Accounts
      Receivable
                    Deductible
                    £   Transit
      - per
                    Conveyance
                    £   Transit
      Deductible
                    £   Earth
      Movement - per
                    Occurrence
                    £   Earth
      Movement -
                    Aggregate
                    £   Earth
      Movement
                    Deductible
                    £   Flood
      - per Occurrence
                    £   Flood
      - Aggregate
                    £   Flood
      Deductible
                    £   Mold/Fungus
      Limit
                    £   Mold/Fungus
      Deductible
                  $171,503,325
                    $10,000
                    $45,684,884
                    $1,000,000
                    $10,000
                    $1,000,000
                    $1,000,000
                    $7,000,000
                    10000
                    $1,000,000
                    $10,000
                    $1,000,000
                    $10,000
                    $100,000
                    $10,000
                    $25,000,000
                    $25,000,000
                    $100,000
                    $25,000,000
                    $25,000,000
                    100000
                    $250,000
                    $10,000
                  $360,920.00
 Proprietary
Information; Data provided on this page is proprietary between Aon and
AmRElT.
 
 This insurance document is furnished
to you as a matter of information for your convenience. It only summarizes me
listed policy(ies) and is not intended to reflect all the term policy(ies).
Moreover, the information contained in this document reflects coverage as of
05/21/2007; except in the case of Pending and Expired policies. In which case,
coverage is shown as of the Effective date or Expiration date respectively. This
document is not an insurance policy and does not amend, alter or extend the
coverage afforded by the listed policy(ies). The insurance afford the terms, exclusions and conditions
of such policy(ies).
  
  AmREIT
 Schedule
Of Insurance
 
 £   Boiler
      & Machinery
                (Equipment)
      Limit
                £   Boiler
      & Machinery
                (Equipment)
      Ded
                Causes
      of Loss-Special
                Form
              $75,000,000
                $10,000UU0532731627
              Ohio
      Casualty Insurance Co - A
              11/10/2006
                to
                11/10/2007
              Umbrella
      Liability
              £   Limit
      of Liability-Each
                Occurrence
                £   Limit
      of Liability -
                Aggregate
                Claims
      Made, Occur or
                Occur
      Reported
              $25,000,000
                $25,000,000
              $38,695.00QI04200224
              St
      Paul Fire & Marine InsuranceCo.
      - A+
              11/10/2006
                to
                11/10/2007
              Excess
      Liability Coverage
              £   Limit
      of Liability-Each
                Occurrence
                £   Limit
      of Liability -
                Aggregate
                £   Underlying
      limit
                Policy
      Provides Excess
                Coverage
      For:
              $25,000,000
                $25,000,000
                25000000
              $25,000.00201252016
              Liberty
      Surplus Ins Corp - A
              11/1/2006
                to
                11/1/2007
              Directors
      & Officers Coverage
              £   D&O
      limit each loss
                £   Deductible
              $5,000,000
                $150,000
              $131,575.00S70660029
              HCC
      Specialty InsuranceCompany
      - A+
              11/1/2006
                to
                11/1/2007
              Excess
      Directors & Officers Coverage
              £   Underlying
      limit
                £   Limit
      of Liability-Each
                Occurrence
                £   Limit
      of Liability-
                Aggregate
                Deductible
      or Self Insured
                Retention
              5000000
                $2,500,000
                $2,500,000
              $66,500.00EPG0002779
              RLI
      Insurance Company - A+
              4/19/2007
                to
                4/19/2008
              Fiduciary
      Liability Coverage
              £   Deductible
                £   Fiduciary
      Liability Limit
                Deductible
      or Self Insured
                Retention
              $25,000
                $1,000,000
              $8,959.0068025770
              Federal
      Insurance Company -A++
              4/19/2007
                to
                4/19/2008
              Employment
      Practices Liability
              £   Limit
      per Occurrence
                
                Deductible
      or Self Insured
                Retention
                Describe
      Endorsement (1)
              $1,000,000
              $2,500.00
 Proprietary
Information: Data provided on this page is proprietary between Aon and
AmREIT.
 
 This insurance document is furnished
to you as a matter of information for your convenience. It only summarizes me
listed policy(ies) and is not intended to reflect all the term policy(ies).
Moreover, the information contained in this document reflects coverage as of
05/21/2007; except in the case of Pending and Expired policies. In which case,
coverage is shown as of the Effective date or Expiration date respectively. This
document is not an insurance policy and does not amend, alter or extend the
coverage afforded by the listed policy(ies). The insurance afford the terms, exclusions and conditions
of such policy(ies).
  
  AmREIT
 Schedule
Of Insurance
 
 81911327
              Federal
      Insurance Company –A++
              4/19/2007
                to
                4/19/2008
              Crime
      Coverage
              £   Employee
      Dishonesty
                Aggregate
      Limit
                £   Deductible
                £   Forgery
      or Alteration
                Limit
                £   Deductible
                £   Depositors
      Forgery
                Limit
                £   Deductible
                £   Computer
      Fraud Limit
                  £   Deductible
                £   Money
      Orders and
                Counterfeit
      Currency
                £   Limit
                £   Deductible
                £   Transit
      Limit
                £   Deductible
              $1,000,000
                $25,000
                $1,000,000
                $25,000
                $1,000,000
                  
                  $25,000
                $1,000,000
                $25,000
                $1,000,000
                  
                  $25,000
                $1,000,000
                $25,000
              $7,631.00
 
 Additional
Information:
 
 
 
 Proprietary
Information: Data provided on tbis page is proprietary between Aon and
AmREIT.
 
 This insurance document is furnished
to you as a matter of information for your convenience. It only summarizes me
listed policy(ies) and is not intended to reflect all the term policy(ies).
Moreover, the information contained in this document reflects coverage as of
05/21/2007; except in the case of Pending and Expired policies. In which case,
coverage is shown as of the Effective date or Expiration date respectively. This
document is not an insurance policy and does not amend, alter or extend the
coverage afforded by the listed policy(ies). The insurance afford the terms, exclusions and conditions
of such policy(ies).