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Exhibit 10.3
 EIGHTH MODIFICATION AGREEMENT
  RECITALS




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DEFINED TERMS
 DECREASE OF COMMITMENT
 DEFINITIONAL CHANGES
 (a)
    
    The definition of the term Applicable Margin as set forth in Section 1.1 of
the Loan Agreement shall be and hereby is deleted and the following shall be and
hereby is inserted in lieu thereof:Applicable Margin means the percentage rate set forth
below corresponding to the ratio of Total Liabilities to Gross Asset
Value




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as determined in accordance with Section 7.1 (c) in effect at such
time:
 Applicable Margin for
    
    Applicable Margin forLevel
    

    Ratio of Total Liabilities to Gross Asset Value

    
    LIBOR Loans
    
    Base Rate Loans1
    
    Less than or equal to 0.40 to 1.00
    
    
    1.35
    %
    
    
    0
    %2
    
    Greater than 0.40 to 1.00 but less than
or equal to 0.50 to 1.00
    
    
    1.55
    %
    
    
    0
    %3
    
    Greater than 0.50 to 1.00 but less than
or equal to 0.55 to 1.00
    
    
    1.65
    %
    
    
    0
    %4
    
    Greater than 0.55 to 1.00 but less than
or equal to 0.60 to 1.00
    
    
    1.85
    %
    
    
    0
    %5
    
    Greater than 0.60 to 1.00
    
    
    2.35
    %
    
    
    0.25
    %
  (b)
    
    The definition of the term Commitment as set
forth in Section 1.1 of the Loan
Agreement, as modified by the provisions of the Fifth Modification, shall be and hereby
is modified to delete the words Forty-One Million and No/100 Dollars ($41,000,000.00)
and to substitute the words Forty Million and No/100 Dollars ($40,000,000.00) in lieu
thereof.(c)
    
    The definition of the term Operating Property Value as set forth in Section 1.1
of the Loan Agreement, as modified by the provisions of the Fourth Modification, shall
be and hereby is deleted and the following definition shall be and hereby is inserted in
lieu thereof:Operating Property Value means, as of a given date and with
respect to any Person, such Persons EBITDA for the fiscal quarter




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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 (i) eight
and one-quarter percent
(81/4%) for that portion of
EBITDA derived from single-tenant, triple-net leased Properties,
(ii) eight and one-quarter percent
(81/4%) for that
portion of EBITDA derived from multi-tenant Properties and (iii)
eight percent (8%) for portion of EBITDA derived from
grocery-anchored retail Properties (including the Uptown Park
Property being that retail Property located at 1101, 1111, 1121,
1131, 1141, 1151, and 1180 Uptown Park Boulevard, Houston, Texas
77056, 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.
 (d)
    
    The definition of the term Revolving Credit Termination Date as set forth in
Section 1.1 of the Loan Agreement, as modified by the provisions of the Seventh
Modification, shall be and hereby is modified to delete the words November 4, 2005
and substitute the words November 4, 2007 in lieu thereof.
 ADDITION
OF DEFINITION
 Unused
Fee
 EXTENSION
FEE
 UNUSED
FEE




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UNENCUMBERED
POOL PROPERTIES
   CONCENTRATIONS
  MINIMUM TANGIBLE NET WORTH
 plus
 RATIOS OF TOTAL LIABILITIES TO GROSS ASSET VALUE




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RATIO OF EBITDA TO INTEREST EXPENSE
  RATIO OF EBITDA TO FIXED CHARGES
  NOTICES.




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th
  
  GUARANTORS
 REAFFIRMATIONS
 ENFORCEABLE OBLIGATIONS




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RELEASE AND WAIVER OF CLAIMS In consideration of (i) the modification of
certain provisions of the Loan Documents, as herein provided, and (ii) the other benefits received
by Borrower hereunder, Borrower and Guarantor, each for themselves, hereby RELEASE, RELINQUISH and
forever DISCHARGE Lender, as well as its predecessors, successors, assigns, agents, officers,
directors, employees and representatives, of and from any and all claims, demands, actions and
causes of action of any and every kind or character, past or present, which either may have against
Lender and its predecessors, successors, assigns, agents, officers, directors, employees
and representatives arising out of or with respect to (a) any right or power to bring any claim
against Lender for usury or to pursue any cause of action against Lender based on any claim of
usury, and (b) any and all transactions relating to the Loan Documents occurring prior to the date
hereof, including any loss, cost or damage, of any kind or character, arising out of or in any way
connected with or in any way resulting from the acts, actions or omissions of Lender, and its
predecessors, successors, assigns, agents, officers, directors, employees and representatives,
including any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence,
breach of funding commitment, undue influence, duress, economic coercion, conflict of
interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental
distress, tortious interference with contractual relations, tortious interference with corporate
governance or prospective business advantage, breach of contract, deceptive trade practices,
libel, slander or conspiracy, but in each case only to the extent permitted by applicable law.
 MISCELLANEOUS
 (a)
    
    As modified hereby, the provisions of the Loan Documents shall continue in full
force and effect, and the Borrower acknowledges and reaffirms its liability to Lender
thereunder. In the event of any inconsistency between this Agreement and the terms of
the Loan Documents, this Agreement shall govern.(b)
    
    Borrower hereby agrees to pay all costs and expenses incurred by Lender in
connection with the execution and administration of this Agreement and the modification
of the Loan Documents including, but not limited to, all reasonable legal fees incurred
by Lender.(c)
    
    Any default by Borrower in the performance of its obligations herein contained
shall constitute a default under the Loan Documents and shall allow Lender to exercise
all of its remedies set forth in the Loan Documents.(d)
    
    In case any of the provisions of this Agreement shall for any reason be held to
be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never been contained herein.




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(e)
    
    This Agreement and the Loan Documents shall be governed and construed according to the
laws of the State of Texas (without regard to any conflict of laws principles) and the
applicable laws of the United States.(f)
    
    This Agreement shall be binding upon and inure to the benefit of Lender, Borrower and their
respective successors, assigns and legal representatives.(g)
    
    Borrower hereby acknowledges and agrees that it has entered into this Agreement of its own
free will and accord and in accordance with its own judgment after advice of its own legal
counsel, and states that it has not been induced to enter into this Agreement by any
statement, act or representation of any kind or character on the part of the parties hereto,
except as expressly set forth in this Agreement.(h)
    
    This Agreement may be executed in multiple counterparts, each of which shall constitute an
original instrument, but all of which shall constitute one and the same agreement.(i)
    
    ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE LOAN 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.




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LENDERWELLS FARGO BANKNATIONAL ASSOCIATIONBy:
Name:
    
    /s/ Timothy P. Williamson

Timothy P. WilliamsonTitle:
    
    Senior Vice PresidentBORROWERAmREIT,a Texas Real Estate Investment TrustBy:
Name:
    
    /s/ Chad Braun

Chad BraunTitle:
    
    Executive Vice PresidentGUARANTORSAMREIT OPERATING CORPORATION,a Texas corporationBy:
Name:
    
    /s/ Chad Braun

Chad BraunTitle:
    
    Vice PresidentAMREIT REALTY INVESTMENT CORPORATION,a Texas corporationBy:
Name:
    
    /s/ Chad Braun

Chad BraunTitle:
    
    Vice President




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FOURTH AMENDED AND RESTATED REVOLVING NOTE
 $40,000,000.00
    
    Houston, Texas
    
    November 4, 2005
 th




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- 3 -




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AmREIT,a Texas Real Estate Investment TrustBy:
    
    /s/ Chad BraunName:
    
    Chad BraunTitle:
    
    Executive Vice President
 - 4 -