Exhibit 10.1

                          NINTH MODIFICATION AGREEMENT

     This NINTH  MODIFICATION  AGREEMENT (this  "AGREEMENT") is made and entered
into as of August 22,  2002,  by and  between  LEGACY/MONTEREY  HOMES  L.P.,  an
Arizona  limited  partnership,   HANCOCK-MTH   COMMUNITIES,   INC.,  an  Arizona
corporation,   HANCOCK-MTH   BUILDERS,   INC.,  an  Arizona   corporation,   MTH
HOMES-TEXAS,   L.P.,  a  Texas  limited   partnership,   jointly  and  severally
(collectively,   "BORROWER"),   and  GUARANTY  BANK,  a  federal   savings  bank
("Lender").

                                   WITNESSETH:

     WHEREAS, pursuant to a certain Master Loan Agreement (the "LOAN AGREEMENT")
dated as of January 31, 1993,  between  Lender and Borrower,  Lender made a loan
(the "LOAN") to Borrower,  evidenced by a certain Revolving Promissory Note (the
"NOTE") dated as of January 31, 1993,  payable to Lender in the stated principal
amount  of  SEVENTY-FIVE  MILLION  AND  NO/100  DOLLARS  ($75,000,000.00),  with
interest and principal payable as set forth therein; and

     WHEREAS,  to secure the Note and Loan,  Master Form  Deed(s) of Trust (With
Security Agreement and Assignment of Rents and Leases) (hereinafter collectively
referred to as the "MASTER DEEDS OF TRUST,"  whether one or more),  which Master
Deeds of Trust have been  recorded in certain  counties in the State of Texas as
more particularly described on EXHIBIT A attached hereto; and which Master Deeds
of Trust are  incorporated by reference  pursuant to the terms and provisions of
certain  Deeds of Trust  Incorporating  by Reference a Master Form Deed of Trust
(With  Security  Agreement  and  Assignment  of  Rents  and  Leases)  (hereafter
collectively  referred to as the  "SUPPLEMENTAL  DEEDS OF TRUST," whether one or
more) recorded in such counties and encumbering  certain real and other property
(the  "PROPERTY")  described  in such  Supplemental  Deeds of Trust (such Master
Deeds of Trust and Supplemental Deeds of Trust hereafter  collectively  referred
to as the "DEEDS OF TRUST," whether one or more); and

     WHEREAS,  the  Deeds of Trust  were  modified  pursuant  to a  Modification
Agreement (the "FIRST Modification"), and recorded in various counties in Texas,
which First  Modification  modified  certain terms and provisions of the Loan as
set forth therein; and

     WHEREAS,  the Deeds of Trust were further pursuant to a Second Modification
Agreement (the "SECOND  MODIFICATION") dated as of May 19, 1998, and recorded in
various counties in Texas, which Second Modification  modified certain terms and
provisions of the Loan as set forth therein; and

     WHEREAS,  the Deeds of Trust were further pursuant to a Third  Modification
Agreement (the "THIRD MODIFICATION") dated as of March 30, 1999, and recorded in
various counties in Texas, which Third  Modification  modified certain terms and
provisions of the Loan as set forth therein; and

     WHEREAS,  the Deeds of Trust were further pursuant to a Fourth Modification
Agreement (the "FOURTH MODIFICATION") dated as of July 31, 1999, and recorded in

NINTH MODIFICATION AGREEMENT - Page 1
<PAGE>
various counties in Texas, which Fourth Modification  modified certain terms and
provisions of the Loan as set forth therein; and

     WHEREAS,  the Deeds of Trust were further pursuant to a Fifth  Modification
Agreement  (the "FIFTH  MODIFICATION")  dated March 24,  2000,  and  recorded in
various counties in Texas, which Fifth  Modification  modified certain terms and
provisions of the Loan as set forth therein; and

     WHEREAS,  the Deeds of Trust were further pursuant to a Sixth  Modification
Agreement (the "SIXTH  MODIFICATION") dated as of July 31, 2000, and recorded in
various counties in Texas, which Sixth  Modification  modified certain terms and
provisions of the Loan as set forth therein; and

     WHEREAS, the Deeds of Trust were further pursuant to a Seventh Modification
Agreement (the "SEVENTH MODIFICATION") dated as of _________________,  2001, and
recorded  in various  counties in Texas,  which  Seventh  Modification  modified
certain terms and provisions of the Loan as set forth therein; and

     WHEREAS,  the Deeds of Trust were further  pursuant to a  Ratification  and
Assumption Agreement (the "RATIFICATION  AGREEMENT") dated as of December _____,
2001, and recorded in various counties in Texas,  which  Ratification  Agreement
modified certain terms and provisions of the Loan as set forth therein; and

     WHEREAS,  the Deeds of Trust were further pursuant to a Eighth Modification
Agreement (the "EIGHTH  MODIFICATION") dated as of May 31, 2002, and recorded in
various counties in Texas, which Eighth Modification  modified certain terms and
provisions of the Loan as set forth therein; and

     WHEREAS,  the Deeds of Trust were further  pursuant to a  Ratification  and
Assumption  Agreement  (the "SECOND  RATIFICATION  AGREEMENT")  dated as of July
_____,   2002,  and  recorded  in  various  counties  in  Texas,   which  Second
Ratification  Agreement modified certain terms and provisions of the Loan as set
forth therein; and

     WHEREAS,  the Note and the Loan are  guaranteed  pursuant  to that  certain
Guaranty  Agreement  dated as of July ____, 2002 (the  "GUARANTY"),  executed by
MTH-Texas GP, Inc., an Arizona corporation, MTH-Texas LP, Inc., MTH-Texas GP II,
Inc., an Arizona corporation, MTH-Texas LP II, Inc., an Arizona corporation, and
Meritage Corporation, a Maryland corporation ("GUARANTOR," whether one or more);
and

     WHEREAS, the Loan Agreement,  the Note, the First Modification,  the Second
Modification,  the  Third  Modification,  the  Fourth  Modification,  the  Fifth
Modification, the Sixth Modification, the Seventh Modification, the Ratification
Agreement, the Eighth Modification, the Second Ratification Agreement, the Deeds
of  Trust  and all  other  documents  evidencing  and/or  securing  the Loan are
hereinafter collectively called the "LOAN Instruments"; and

     WHEREAS,  Lender,  the owner and  holder of the Note and the Deeds of Trust
and all rights and titles evidenced thereby,  and Borrower,  the record owner of

NINTH MODIFICATION AGREEMENT - Page 2
<PAGE>
the Property  and being  liable for the payment of the Note and Loan,  desire to
modify the Loan Instruments as herein provided.

     NOW,  THEREFORE,  in  consideration  of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     1. The Loan is hereby increased from $75,000,000.00 to $90,000,000.00.  All
references in the Loan  Instruments to the amount of  $75,000,000.00  are hereby
increased to $90,000,000.00.

     2. Borrower shall execute and deliver to Lender a letter agreement (in form
and  substance  satisfactory  to Lender  in its sole  discretion)  (the  "LETTER
AGREEMENT")  dated  as of the date  hereof  amending  certain  other  terms  and
provisions of the Loan  Instruments.  (Hereafter,  this Agreement and the Letter
Agreement shall be included in the defined term "LOAN INSTRUMENTS.")

     3. Borrower  acknowledges and agrees, that as an accommodation to Borrower,
EXHIBIT A hereto  (which  exhibit  describes the  recording  information  of the
Master Deeds of Trust) shall be attached to this  Agreement  (and to any and all
other  documents  which may  require  the  attachment  of a  description  of the
recording  information of the Master Deeds of Trust) after Borrower's  execution
of same.  Accordingly,  Borrower hereby  authorizes and directs Lender to attach
such EXHIBIT A to this Agreement.

     4. Notwithstanding anything to the contrary in any of the Loan Instruments,
Borrower  acknowledges and agrees,  that to the extent that Lender is relying on
Chapter 303 of the Texas  Finance  Code to  determine  the  Maximum  Lawful Rate
(hereafter  defined)  payable  on  the  Note  and/or  the  Related  Indebtedness
(hereafter  defined) 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.  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 hereafter defined) made in
connection  with  the  transaction  evidenced  by the Note  and the  other  Loan
Instruments.  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
Note and the  other  Loan  Instruments,  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
Instruments  or any other  communication  or writing by or between  Borrower and

NINTH MODIFICATION AGREEMENT - Page 3
<PAGE>
Lender related to the transaction or transactions  that are the subject mater of
the Loan  Instruments,  except  such debt  which has been paid or is  payable by
Borrower to Lender.

     5. Notwithstanding anything to the contrary contained in the Deeds of Trust
or other Loan Instruments,  with respect to any amendment to the Master Deeds of
Trust, the following terms and provisions shall apply:

     With respect to any amendment or  modification of the Master Deeds of Trust
     now or hereafter  executed by Borrower (or any future owner of the Property
     if different from Borrower) and duly recorded in the  appropriate  official
     public  records,  Borrower  acknowledges  and agrees that such amendment or
     modification of the Master Deeds of Trust shall  constitute an amendment or
     modification to the terms and provisions of any such Supplemental  Deeds of
     Trust (and shall be incorporated into any such Supplemental  Deeds of Trust
     and made a part  thereof  for all  purposes,  as though such  amendment  or
     modification  of the Master  Deeds of Trust  specifically  referred to such
     Supplemental  Deeds  of  Trust)  without  the  necessity  of  any  specific
     reference in such amendment or modification to any such Supplemental  Deeds
     of Trust;  and no such  amendment  or  modification  of the Master Deeds of
     Trust shall impair the obligations of Borrower under any such  Supplemental
     Deeds of Trust or any other of the Loan Instruments.

     6. Borrower hereby  expressly  promises to pay to the order of Lender,  the
principal  amount of the Note (as  modified  and  extended)  and all accrued and
unpaid  interest now or hereafter to become due and payable under the Note,  and
Borrower hereby expressly promises to perform all of the obligations of Borrower
under the Loan Instruments (as modified and extended).

     7. The liens of the Deeds of Trust are hereby  acknowledged  by Borrower to
be good,  valid and  subsisting  liens,  and such liens are hereby  renewed  and
extended  so as to secure  the  payment  of the Note and Loan (as  modified  and
extended).

     8. Borrower  hereby  represents and warrants to Lender that (a) Borrower is
the sole legal and beneficial  owner of the Property;  (b) Borrower has the full
power and authority to make the agreements  contained in this Agreement  without
joinder  or  consent  of any  other  party;  (c)  the  execution,  delivery  and
performance  of this  Agreement will not contravene or constitute an event which
itself or which  with the  passing  of time or  giving  of notice or both  would
constitute a default under any deed of trust, loan agreement, indenture or other
agreement to which  Borrower or Guarantor is a party or by which Borrower or any
of its  property  is bound;  and (d)  there  exists  no  default  under the Loan
Instruments  (as modified).  BORROWER HEREBY AGREES TO INDEMNIFY AND HOLD LENDER
HARMLESS  AGAINST  ANY LOSS,  CLAIM,  DAMAGE,  LIABILITY  OR EXPENSE  (INCLUDING
WITHOUT LIMITATION,  ATTORNEYS' FEES) INCURRED AS A RESULT OF ANY REPRESENTATION
OR  WARRANTY  MADE BY  BORROWER  HEREIN  PROVING  TO BE UNTRUE  IN ANY  MATERIAL
RESPECT.

     9. The terms and conditions hereof may not be modified, amended, altered or
otherwise  affected  except by  instrument  in  writing  executed  by Lender and
Borrower.

NINTH MODIFICATION AGREEMENT - Page 4
<PAGE>
     10.  All Loan  Instruments  are hereby  amended  and  modified  in a manner
consistent with the  modifications,  terms and/or  provisions  contained herein.
Except as  expressly  modified  hereby,  the terms  and  conditions  of the Loan
Instruments are and shall remain in full force and effect.

     11. Borrower agrees to pay to Lender,  contemporaneously with the execution
and delivery  hereof,  all costs and expenses  incurred in connection  with this
transaction,  title insurance endorsement premiums,  reasonable fees of Lender's
counsel and recording fees.

     12.  Borrower  hereby  agrees to execute and deliver to Lender such further
documents and instruments  evidencing or pertaining to the Loan, as modified and
increased hereby, as may be reasonably  requested by Lender from time to time so
as to evidence the terms and conditions hereof.

            [The balance of this page is intentionally left blank.]

NINTH MODIFICATION AGREEMENT - Page 5
<PAGE>
     EXECUTED  on the  date(s)  set forth in the  acknowledgment(s)  below to be
EFFECTIVE as of the date first above written.

                                        BORROWER:

                                        LEGACY/MONTEREY HOMES L.P.,
                                        an Arizona limited partnership

                                        BY: MTH-TEXAS GP, INC.,
                                            an Arizona corporation,
                                            General Partner


                                            By: /s/ Rick Morgan
                                                --------------------------------
                                               Name: Rick Morgan
                                                     ---------------------------
                                               Title: V.P.
                                                      --------------------------

                                        HANCOCK-MTH COMMUNITIES, INC.,
                                        an Arizona corporation


                                        By: /s/ Rick Morgan
                                            ------------------------------------
                                           Name: Rick Morgan
                                                 -------------------------------
                                           Title: V.P.
                                                  ------------------------------


                                        HANCOCK-MTH BUILDERS, INC.,
                                        an Arizona corporation


                                        By: /s/ Rick Morgan
                                            ------------------------------------
                                           Name: Rick Morgan
                                                 -------------------------------
                                           Title: V.P.
                                                  ------------------------------


                                        MTH HOMES-TEXAS, L.P.,
                                        an Texas limited partnership

                                        BY: MTH-TEXAS GP II, INC.,
                                            an Arizona corporation,
                                            General Partner


                                        By: /s/ Rick Morgan
                                            ------------------------------------
                                           Name: Rick Morgan
                                                 -------------------------------
                                           Title: V.P.
                                                  ------------------------------

NINTH MODIFICATION AGREEMENT - Page 6
<PAGE>
                                        LENDER:

                                        GUARANTY BANK
                                        a federal savings bank


                                        By: /s/ Sam A. Meade
                                            ------------------------------------
                                           Name: Sam A. Meade
                                                 -------------------------------
                                           Title: Senior Vice President
                                                  ------------------------------

NINTH MODIFICATION AGREEMENT - Page 7
<PAGE>
STATE OF TEXAS      )
                    )
COUNTY OF COLLIN    )

     This instrument was  ACKNOWLEDGED  before me on August 19, 2002, by Richard
T.  Morgan,  V.P. of  MTH-TEXAS  GP, INC.,  an Arizona  corporation,  as General
Partner of LEGACY/MONTEREY HOMES L.P., an Arizona limited partnership, on behalf
of said limited partnership.


                                       /s/ Amy C. Kirkpatrick
[SEAL]                                 -----------------------------------------
                                       Notary Public

My Commission Expires:                 Amy C. Kirkpatrick
                                       -----------------------------------------
      3/2/2005                         Printed Name of Notary Public
----------------------


STATE OF TEXAS      )
                    )
COUNTY OF COLLIN    )

     This instrument was  ACKNOWLEDGED  before me on August 19, 2002, by Richard
T. Morgan, V.P. of HANCOCK-MTH  COMMUNITIES,  INC., an Arizona  corporation,  on
behalf of said corporation.

                                       /s/ Amy C. Kirkpatrick
[SEAL]                                 -----------------------------------------
                                       Notary Public

My Commission Expires:                 Amy C. Kirkpatrick
                                       -----------------------------------------
      3/2/2005                         Printed Name of Notary Public
----------------------


STATE OF TEXAS      )
                    )
COUNTY OF COLLIN    )

     This instrument was  ACKNOWLEDGED  before me on August 19, 2002, by Richard
T. Morgan, V.P. of HANCOCK-MTH BUILDERS, INC., an Arizona corporation, on behalf
of said corporation.


                                       /s/ Amy C. Kirkpatrick
[SEAL]                                 -----------------------------------------
                                       Notary Public

My Commission Expires:                 Amy C. Kirkpatrick
                                       -----------------------------------------
      3/2/2005                         Printed Name of Notary Public
----------------------

NINTH MODIFICATION AGREEMENT - Page 8
<PAGE>
STATE OF TEXAS      )
                    )
COUNTY OF COLLIN    )

     This instrument was  ACKNOWLEDGED  before me on August 19, 2002, by Richard
T. Morgan,  V.P. of MTH-TEXAS GP II, INC.,  an Arizona  corporation,  as General
Partner of MTH HOMES-TEXAS, L.P., a Texas limited partnership, on behalf of said
limited partnership.


                                       /s/ Amy C. Kirkpatrick
[SEAL]                                 -----------------------------------------
                                       Notary Public

My Commission Expires:                 Amy C. Kirkpatrick
                                       -----------------------------------------
      3/2/2005                         Printed Name of Notary Public
----------------------

STATE OF TEXAS           )
                         )
COUNTY OF DALLAS         )

     This instrument was acknowledged before me on the 22nd day of August, 2002,
by Sam A. Meade, Senior Vice President of GUARANTY BANK, a federal savings bank,
on behalf of said federal savings bank.

                                        /s/ Leslie Ruth Reynolds
                                        ----------------------------------------
                                        Notary Public in and for the
                                        above county and state

My Commission Expires:                  Leslie Ruth Reynolds
                                        ----------------------------------------
     02-04-2005                         Printed Name of Notary Public
----------------------

NINTH MODIFICATION AGREEMENT - Page 9
<PAGE>
                              CONSENT OF GUARANTOR

     Each of the undersigned,  as a guarantor ("GUARANTOR," whether one or more)
of the loan (the  "LOAN"),  evidenced  by the Note and  secured  by the Deeds of
Trust described in the foregoing Ninth Modification  Agreement (the "AGREEMENT")
to which this Consent is attached,  hereby  acknowledge and consent (jointly and
severally) to the terms of the Agreement and agree (jointly and severally)  that
the  execution  and  delivery of the  Agreement  will in no way change or modify
Guarantor's  respective  obligations under their respective Guaranty (as defined
in the  Agreement);  and each  Guarantor  acknowledges  and agrees  (jointly and
severally)  that the  Indebtedness  (as  defined in the  respective  instruments
comprising  the  Guaranty)  includes the Loan (as increased and set forth in the
Agreement),  together  with any and all  other  Indebtedness  now or at any time
hereafter  owing by  Guarantor  to  Lender;  and  each  Guarantor  (jointly  and
severally)  hereby  unconditionally  and  absolutely  guarantees  to Lender  the
payment when due of such  Indebtedness,  and hereby  acknowledge  and agree that
their  respective  Guaranty is in full force and  effect,  and that there are no
claims,  counterclaims,  offsets or defenses to their respective  Guaranty;  and
each Guarantor acknowledges and consents (jointly and severally) to the terms of
any and all prior  modifications  to the terms of the Loan  (including,  without
limitation,  any and all  extensions  of the term  thereof and  increases in the
principal thereof prior to the date hereof, if any).

     EXECUTED  on the  date(s)  set forth in the  acknowledgment(s)  below to be
EFFECTIVE as of the 22 day of August, 2002.

                                        GUARANTOR:

                                        MERITAGE CORPORATION,
                                        a Maryland corporation


                                        By: /s/ John Landon
                                            ------------------------------------
                                           Name: John Landon
                                                 -------------------------------
                                           Title: Co-CEO
                                                  ------------------------------


                                        MTH-TEXAS GP, INC.,
                                        an Arizona corporation

                                        By: /s/ Rick Morgan
                                            ------------------------------------
                                           Name: Rick Morgan
                                                 -------------------------------
                                           Title: V.P.
                                                  ------------------------------

NINTH MODIFICATION AGREEMENT - Page 10
<PAGE>
                                        MTH-TEXAS LP, INC.,
                                        an Arizona corporation

                                        By: /s/ Rick Morgan
                                            ------------------------------------
                                           Name: Rick Morgan
                                                 -------------------------------
                                           Title: V.P.
                                                  ------------------------------


                                        MTH-TEXAS GP II, INC.,
                                        an Arizona corporation

                                        By: /s/ Rick Morgan
                                            ------------------------------------
                                           Name: Rick Morgan
                                                 -------------------------------
                                           Title: V.P.
                                                  ------------------------------


                                        MTH-TEXAS LP II, INC.,
                                        an Arizona corporation


                                        By: /s/ Rick Morgan
                                            ------------------------------------
                                           Name: Rick Morgan
                                                 -------------------------------
                                           Title: V.P.
                                                  ------------------------------

NINTH MODIFICATION AGREEMENT - Page 11
<PAGE>
STATE OF TEXAS     )
                   )
COUNTY OF COLLIN   )

     This instrument was  ACKNOWLEDGED  before me on August 19, 2002, by Richard
T. Morgan, V.P. of MERITAGE CORPORATION,  a Maryland  corporation,  on behalf of
said corporation.


                                       /s/ Amy C. Kirkpatrick
[SEAL]                                 -----------------------------------------
                                       Notary Public

My Commission Expires:                 Amy C. Kirkpatrick
                                       -----------------------------------------
      3/2/2005                         Printed Name of Notary Public
----------------------


STATE OF TEXAS     )
                   )
COUNTY OF COLLIN   )

     This instrument was  ACKNOWLEDGED  before me on August 19, 2002, by Richard
T. Morgan, V.P. of MTH-TEXAS GP, INC., an Arizona corporation, on behalf of said
corporation.


                                       /s/ Amy C. Kirkpatrick
[SEAL]                                 -----------------------------------------
                                       Notary Public

My Commission Expires:                 Amy C. Kirkpatrick
                                       -----------------------------------------
      3/2/2005                         Printed Name of Notary Public
----------------------


STATE OF TEXAS     )
                   )
COUNTY OF COLLIN   )

     This instrument was  ACKNOWLEDGED  before me on August 19, 2002, by Richard
T. Morgan, V.P. of MTH-TEXAS LP, INC., an Arizona corporation, on behalf of said
corporation.


                                       /s/ Amy C. Kirkpatrick
[SEAL]                                 -----------------------------------------
                                       Notary Public

My Commission Expires:                 Amy C. Kirkpatrick
                                       -----------------------------------------
      3/2/2005                         Printed Name of Notary Public
----------------------

NINTH MODIFICATION AGREEMENT - Page 12
<PAGE>
STATE OF TEXAS     )
                   )
COUNTY OF COLLIN   )

     This instrument was  ACKNOWLEDGED  before me on August 19, 2002, by Richard
T. Morgan, V.P. of MTH-TEXAS GP II, INC., an Arizona  corporation,  on behalf of
said corporation.

                                       /s/ Amy C. Kirkpatrick
[SEAL]                                 -----------------------------------------
                                       Notary Public

My Commission Expires:                 Amy C. Kirkpatrick
                                       -----------------------------------------
      3/2/2005                         Printed Name of Notary Public
----------------------



STATE OF TEXAS     )
                   )
COUNTY OF COLLIN   )

     This instrument was  ACKNOWLEDGED  before me on August 19, 2002, by Richard
T. Morgan, V.P. of MTH-TEXAS LP II, INC., an Arizona  corporation,  on behalf of
said corporation.

                                       /s/ Amy C. Kirkpatrick
[SEAL]                                 -----------------------------------------
                                       Notary Public

My Commission Expires:                 Amy C. Kirkpatrick
                                       -----------------------------------------
      3/2/2005                         Printed Name of Notary Public
----------------------

NINTH MODIFICATION AGREEMENT - Page 13
<PAGE>
                                    EXHIBIT A

                       Description of the Deed(s) of Trust

EXHIBIT A - Page 1