EXHIBIT 10              LOAN AGREEMENT  BY AND BETWEEN  CHURCH LOANS & INVESTMENTS TRUST ("TRUST")  AND  AMARILLO NATIONAL BANK ("BANK")  DATED JANUARY 31, 2009   TABLE OF CONTENTS   Page  SECTION 1. LOANS 1  1.1 Bank's Commitment 1 1.2 Advances 1 1.3 Payments, Prepayments and Application of Receipts 2 1.4 Notes 2 1.5 Non-Extension and Termination 5 1.6 Commitment Fees 5 SECTION 2. REPRESENTATIONS AND WARRANTIES 6  2.1 Financial Statements 6 2.2 No Material Changes 6 2.3 Business 6 2.4 Litigation 6 2.5 Burdensome Provisions 6 2.6 Compliance with Other Instruments 6 2.7 Force Majeure 7 2.8 Tax Liability 7 2.9 Governmental Action 7 2.10 Disclosure 7 2.11 Use of Proceeds 7  SECTION 3. CONDITIONS OF CLOSING 7  3.1 First Closing 7 3.2 Subsequent Closing 9 3.3 Each Closing 9  SECTION 4. FINANCIAL STATEMENTS; COMPLIANCE CERTIFICATIONS; ADDITIONAL INFORMATION AND INSPECTION 10  4.1 Financial Statements and Reports 10 4.2 Inspection 11 4.3 Reappraisals 11  SECTION 5. COLLATERAL 11  5.1 Initial Pledges 11 5.2 Servicing of the Collateral 11 5.3 Remedial Actions 12 5.4 Documentation 12 5.5 Expenses 12 5.6 Return of Collateral 12 5.7 Setoff 13 5.8 Collateral for Exhibit B Note 13  SECTION 6. COVENANTS 15  6.1 Maintenance of Trust Office 15 6.2 To Keep Books 15 6.3 Payment of Taxes; Existence 15 6.4 To Insure 16 6.5 Limitation on Liens on Collateral 16 6.6 Limitation on Sale, Lease, Merger or Consolidation by Trust 16 6.7 Transfer of Business of the Trust 16 6.8 Management Contract 16 6.9 Collateral 16 6.10 Further Assurance 16 6.11 Net Worth and Indebtedness 16 6.12 Other Borrowing 16 6.13 Contingent Liabilities 17 6.14 Interest Coverage Ratio 17  SECTION 7. DEFINITIONS 17  7.1 Appraiser . 17 7.2 Collateral 17 7.3 Collateral Note 17 7.4 Performing Interim Construction Loans 17 7.5 Performing Mortgage Loans and Church Bonds 18 7.6 Maximum Loan Limit 18  SECTION 8. DEFAULTS AND REMEDIES 18  8.1 Events of Default 18 8.2 Remedies 19 8.3 Remedies Pertaining to Collateral 20 8.4 Remedies Cumulative 20 8.5 Remedies Not Waived 20  SECTION 9. MISCELLANEOUS 20  9.1 Expenses 20 9.2 Successors and Assigns 21 9.3 Home Office Payment 21 9.4 Communications 21 9.5 Law Governing 21 9.6 Headings 21 9.7 Term 21 9.8 Usury 22 9.9 Severability 22 9.10 Reliance by Bank 22  SECTION 10. ADDITIONAL PROVISION 22   -i-    LOAN AGREEMENT  AGREEMENT MADE as of January 31, 2009, by and between CHURCH LOANS
& INVESTMENTS TRUST, a Texas real estate investment trust (herein called the
"Trust") and AMARILLO NATIONAL BANK (herein called "Bank").  W I T N E S S E T H:  That the Trust has requested that the Bank extend credit to the
Trust to enable it to borrow, at any time or from time to time during the
initial or any extended term hereof, a sum not exceeding Forty-Nine Million
Dollars ($49,000,000) at any one time outstanding, and the Bank is willing to
extend such credit to the Trust upon the terms and conditions hereinafter set
forth.  NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants hereinafter set forth, and the conditions herein contained, hereby
agree as follows:  SECTION 1.  LOANS  1.1 Bank's Commitment.  (a) Upon the terms and conditions stated herein and relying upon the
representations and warranties set forth herein, Bank agrees to make loans to
the Trust, at any time or from time to time during the term hereof, in an
aggregate principal amount not exceeding at any one time outstanding the lesser
of $49,000,000 or the Maximum Loan Limit as defined herein.  (b) Unless terminated as provided in paragraph 1.5 hereof, the term of
the Bank's commitment hereunder shall automatically be extended for a like term
of three (3) years, each such extension being evidenced by the execution and
delivery by the Trust and acceptance by the Bank of a Promissory Note described
in paragraph 1.4(b) below.  Each such extension shall extend the term of
the Bank's commitment hereunder to a date three (3) years subsequent to the
maturity date of the Promissory Note delivered pursuant to paragraph 1.4(b).  (c) Unless the context indicates otherwise, a reference herein to "the
Note" shall mean that Note held by the Bank at the time in question.  1.2 Advances.  Each loan made hereunder (herein called
"Advances") may be made at the request of the Trust made by a duly authorized
agent or officer thereof (whose authority shall be stated in writing by the
Trust, which shall be deemed to continue until written notice of revocation of
such authority has been given by the Trust and actually received by Bank).
 Advances may be made at various times prior to the termination of Bank's
commitment hereunder, upon proper request by the Trust therefor, subject to the
Trust's compliance with all terms and provisions hereof and of any Security
Agreement,   Page1of33    Deed of Trust or other agreement providing security for the
repayment of or being otherwise relevant to the Loans hereby committed, provided
that the outstanding and unpaid principal balance owing hereunder shall not at
any time exceed (or be caused by such requested Advance to exceed) the limits
set forth in paragraph 1.1(a).  (a) Requests for Advances made by the Trust and meeting the
requirements hereof shall, if received by Bank on or before 10:00 o'clock a.m.
of any banking day, be funded by Bank at its main banking house in available
funds on the day of receipt; otherwise, same shall be funded on the next
following banking day.  (b) A first Advance shall be made hereunder, without further request
therefor by the Trust, in an amount equal to the principal balance owed to the
Bank under that certain Loan Agreement entered into by and between the Bank and
the Trust dated January 31, 2006 and extended to mature January 30, 2009 by that
Change in Terms Agreement dated December 30, 2008, (the Loan Agreement and the
Change in Terms Agreement being collectively referred to herein as the Trust's
2006 Loan Agreement).  The Trust may pay, at the time of such first
Advance, all accrued but unpaid interest owed to the Bank, failing which such
first Advance may be in such amount as needed to permit the payment of both
principal and interest owed to the Bank. The Note shall renew and extend, but
not extinguish, the unpaid indebtedness and obligations under the Trusts 2006
Loan Agreement.  1.3 Payments, Prepayments and Application of Receipts.  (a) The Trust may, from time to time, repay all or any portion of the
loan made hereunder without penalty.  Principal amounts prepaid shall cease
to bear interest upon receipt and may be re-advanced upon the same terms and
conditions as set forth above for the making of Advances.  (b) As between the Bank and the Trust, all payments and prepayments
made hereunder, all Collateral proceeds, proceeds of setoff, and all other
amounts received by the Bank for application to the debt of the Trust to the
Bank hereunder shall be applied first to costs owing hereunder until all costs
owing to the Bank are paid in full, then to accrued interest due on the Note
until all accrued interest due upon the Note is paid in full, and the balance to
principal.  1.4 Notes.  (a) To evidence loans made and outstanding hereunder prior to
January 31, 2009, the Trust shall execute and deliver to the Bank a
Promissory Note in form similar to Exhibit "A" attached hereto and made a part
hereof for all purposes, with blanks appropriately completed, and being payable
as therein provided and bearing interest at a rate equal to one of the following
rates as chosen by the Trust in the manner herein provided:  (1) the thirty (30) day LONDON INTERBANK OFFERED RATES (LIBOR) as
published in the Wall Street Journal on the first business day of each calendar
month plus a margin of 2.50%;  (2) the ninety (90) day LIBOR as published in the Wall Street Journal
on the first business day of each calendar month plus a margin of 2.50%;  (3) the one hundred eighty (180) day LIBOR as published in the Wall
Street Journal on the first business day of each calendar month plus a margin of
2.50%; or  (4) the J.P. Morgan Chase & Co. announced or published Prime
Rate of interest in effect on the first business day of each calendar
month.  HOWEVER, NOTWITHSTANDING THE ABOVE, IN NO EVENT WILL THE RATE OF
INTEREST ON THE NOTE AT ANY TIME BE LESS THAN 4% PER ANNUM (the Rate Floor) OR
MORE THAN 7.5% PER ANNUM (the Rate Ceiling).  The Trust shall notify the Bank on or before each Adjustment Date
of the rate that the Trust selects from the options set forth above that shall
apply.  The selected rate, subject to the Rate Floor and the Rate Ceiling,
shall then apply to the Note for the applicable period of time applicable to the
rate chosen.  In other words, if the Trust selects the rate determined by
the 30 day LIBOR index, then the Note shall bear interest at that rate, subject
to the Rate Floor and the Rate Ceiling, until the first business day of the
month after the expiration of 30 days.  In the event that the Trust selects
the rate determined by the 90 day LIBOR index, then the Note shall bear interest
at that rate, subject to the Rate Floor and the Rate Ceiling, until the first
business day of the month after the expiration of 90 days.  In the event
the Trust selects the rate determined by the 180 day LIBOR index, then the Note
shall bear interest at that rate, subject to the Rate Floor and the Rate
Ceiling, until the first business day of the month after the expiration of 180
days.  In the event the Trust selects the rate determined by the J.P.
Morgan Chase & Co. Prime Rate index, then the Note shall bear interest at
that rate, subject to the Rate Floor and the Rate Ceiling, until the first
business day of the following month.  In the event the Trust fails to
select a rate on or before an applicable Adjustment Date, then the index
applicable to the Note shall be the same as was in effect before the applicable
Adjustment Date.  The term Adjustment Date means each date on which the
interest rate on the Note is subject to change.  The Note shall be in a maximum principal amount of
$49,000,000.  (b) At maturity of any Note then evidencing the debt created
hereunder, if the commitment of the Bank is extended as provided in
paragraph 1.1(b), the Trust shall execute and deliver to the Bank a
subsequent Note in terms identical to Exhibit "A" attached hereto and made a
part hereof for all purposes, except that each such Note shall bear the date of
issue and recite appropriate dates and renewal data, if any.  Each such
renewal Note shall evidence loans made and outstanding hereunder prior to the
maturity   Page2of33    date of such renewal Note, which date shall be determined by
mutual agreement of the Trust and the Bank.  There shall be endorsed upon
each such subsequent Note, to evidence the first Advance thereunder, the
principal balance outstanding hereunder at the time of issue.  Upon
acceptance of same by the Bank, each such renewal Note shall be subject to all
terms hereof and shall be deemed the "Note" hereunder.  (c) If the term of this Agreement is not extended by the Bank at
maturity of the notes described in paragraphs in 1.4(a) or (b) then evidencing
the debt created hereunder, the Trust may elect to execute and deliver to Bank a
promissory note in form similar to Exhibit "B" attached hereto and made a part
hereof for all purposes (the Exhibit B Note), to evidence loans made and
outstanding hereunder, which said note shall recite the appropriate dates and
shall be amortized over a period of time and in such a way that the principal
and interest shall be paid in equal quarterly installments in amounts as are
required to retire the indebtedness over a term, not to exceed five (5) years,
which shall be equal to the weighted average remaining term of the Collateral
Notes which will be pledged as collateral to secure the Exhibit B Note as
hereinafter provided.  Interest on the Exhibit B Note shall bear interest
at a rate equal to one of the following rates as determined and adjusted in the
same manner as provided in section 1.4(a) of this Agreement and likewise subject
to the Rate Floor and the Rate Ceiling provided for therein:  (1) the thirty (30) day LONDON INTERBANK OFFERED RATES (LIBOR) as
published in the Wall Street Journal on the day immediately prior to the date of
the note plus a margin of 2.50%;  (2) the ninety (90) day LIBOR as published in the Wall Street Journal
on the day immediately prior to the date of the note plus a margin of 2.50%;  (3) the one hundred eighty (180) day LIBOR as published in the Wall
Street Journal on the day immediately prior to the date of the note plus a
margin of 2.50%; or  (4) the J.P. Morgan Chase & Co. announced or published Prime
Rate of interest in effect on the day immediately prior to the date of the
note.  The collateral to be pledged to secure the Exhibit B Note shall
be a pool of first mortgage permanent loans for which the then outstanding
principal balance shall be at least equal to 110% of the principal balance owing
to the Bank on the Exhibit B Note.  Such collateral shall be governed by
the provisions of Section 5.8 of this Agreement.  There shall be endorsed upon the Exhibit B Note, to evidence the
first advance thereunder, the principal balance outstanding hereunder at the
time of issue and, upon acceptance of same by Bank, shall be subject to all
terms hereof and shall be deemed the note hereunder.  (d) Each Advance made and payment received hereunder by Bank shall be
deemed made or received upon the Note held by Bank and shall be evidenced by an   Page3of33    appropriate entry thereon or on an attachment thereto, or upon
Bank's records as in other like cases, at Bank's option.  Unless the
context indicates otherwise, a reference herein to "the Note" shall mean such
Note (of those described in this Section 1.4) held by Bank at the time in
question.  (e) The advancing Notes as provided for under paragraph 1.4(a) and (b)
shall each provide that advancements of principal may be made thereunder at
various times prior to maturity at the request of the Trust, subject however the
outstanding balance of same shall not exceed at any time the face amount of such
notes; that interest shall accrue thereunder only from the date principal
amounts are advanced; and that prepayments may be made at any time, without
penalty, and any sum prepaid may be re-borrowed.  1.5 Non-Extension and Termination.   The Trust may
elect not to extend this Loan Agreement at any time by giving written notice of
same to the Bank.  If such election is made by the Trust during the term of
a note as described in paragraphs 1.4(a) or (b) hereof, then the Trust shall pay
the Note in full at its maturity.  The Bank may elect not to extend the term of this Agreement by
giving written notice to the Trust at least five (5) months prior to the
maturity date of the note provided in paragraph 1.4(a) or (b) then in existence
evidencing the debt created hereunder.  Upon Bank giving such notice as
required hereby, the Trust may elect to enter into the note and resulting payoff
provisions as described in paragraph 1.4(c) hereof and the loan shall be
extinguished according to the provisions of paragraph 1.4(c).  The Bank may also elect to terminate this agreement upon the
failure by Trust to cure an event of default as more particularly set forth
herein.  1.6 Commitment Fees.   In consideration of Bank's
agreement and commitment to make the loans contemplated hereby, the Trust agrees
to pay to Bank for such calendar quarter a commitment fee equal to one-fourth
(1/4) of one percent (1%) per annum of the average quarterly unadvanced portion
of Bank's commitment.  The term "average quarterly advanced portion" of the loan or
commitment shall mean the daily average balance of the amount of the loan
balance computed for a calendar quarter.  The term "average quarterly
unadvanced portion" of the loan or commitment shall mean the difference between
the average quarterly advanced portion of the loan and $49,000,000.  Such fee shall be computed in arrears for the three-month periods
ending April 30, July 31, October 31, and January 31 of each year of the Bank's
commitment on the basis of the average quarterly unadvanced portion of the
commitment and shall be payable quarterly on February 1, May 1, August 1 and
November 1 of each year during the term of Bank's commitment.   SECTION 2.  REPRESENTATIONS AND WARRANTIES  The Trust represents and warrants that:  2.1 Financial Statements.  The Bank has been furnished
with current statements of the financial condition of the Trust, and related
statements of income and expense, accompanied in each case by the opinion of
independent public accountants.  Said financial statements are correct and
complete and fairly present (a) the financial condition of the Trust, as of the
respective dates of such balance sheets and statements of financial condition,
and (b) the results of the operations of the Trust, for the fiscal periods ended
on said dates, all in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved except as noted
therein.  2.2 No Material Changes.  There has been no material or
adverse change in the business or the condition, financial or otherwise, of the
Trust subsequent to the closing date indicated by such statements.  2.3 Business.  The Trust is engaged in, and intends to
engage in, the business of making loans to churches and other non-profit
organizations to finance the acquisition of real property and the construction
or improvements of church buildings and improvements.  The Trust is not
required to be qualified to do business in any state other than Texas.  2.4 Litigation.  There are no actions, suits or
proceedings (whether or not purportedly on behalf of the Trust) pending or, to
the knowledge of the Trust, threatened against or affecting the Trust at law or
in equity, or before or by any governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, which involve any of the
transactions herein contemplated or the possibility of any judgment or liability
which may result in any material and adverse change in the business, operations,
prospects, properties or assets or in the condition, financial or otherwise, of
the Trust; and the Trust is not in default with respect to any judgment, order,
writ, injunction, decree, rule or regulation of any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign.  2.5 Burdensome Provisions.  The Trust is not a party to
any agreement or instrument or subject to any charter or other restriction or
any judgment, order, writ, injunction, decree, rule or regulation which
materially and adversely affects or in the future may (so far as the Trust can
now foresee) materially and adversely affect the business, operations,
prospects, properties or assets, or condition, financial or otherwise, of the
Trust.  2.6 Compliance With Other Instruments.  The Trust is not
in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any bond, debenture, note or
other evidence of indebtedness of the Trust or contained in any instrument under
or pursuant to which any thereof has been issued or made and delivered.
 Neither the execution and delivery of this Agreement, the   Page4of33    consummation of the transactions herein contemplated, nor
compliance with the terms, conditions and provisions hereof and of the Notes
will conflict with or result in a breach of any of the terms, conditions or
provisions of the Amended and Restated Declaration of Trust dated July 16, 2004,
pursuant to which the Trust was created, as amended, or the bylaws of the Trust
or of any agreement or instrument to which the Trust is now a party, or
constitute a default thereunder, or result in the creation or imposition of any
mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Trust.  2.7 Force Majeure.   Since the date as of which the
last financial reports were furnished to the Bank, the business, properties or
assets of the Trust (including, without limitation, the real properties securing
the Trust's notes receivable) have not been materially and adversely affected in
any way as the result of any fire, explosion, earthquake, accident, strike,
lockout, combination of workmen, flood, drought, embargo, condemnation,
confiscation, riot, activities of armed forces, or act of God, or act of the
public enemy.  2.8 Tax Liability.   The Trust has filed all tax
returns which are required to be filed, and has paid all taxes which have become
due pursuant to such returns or pursuant to any assessment received by it.
 In the opinion of the Trust all tax liabilities were adequately provided
for as of the closing date of the financial statements submitted to Bank and are
now so provided for on the books of the Trust.  2.9 Governmental Action.  No action of, or filing with,
any governmental or public body or authority is required to authorize, or is
otherwise required in connection with, the execution, delivery and performance
by the Trust of this Agreement or the Notes.  2.10 Disclosure.  Neither the financial statements referred
to in Section 2.1 hereof nor any certificate or statement furnished to Bank by
the Trust, nor this Agreement, contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements
contained therein or in this Agreement not misleading.  2.11 Use of Proceeds.   The proceeds will be applied
to increase funds available for use in the Trust's church mortgage financing
operations and to reduce current secured borrowings from banks or others, no
part of which was incurred for the purpose of purchasing or carrying any
registered security.  SECTION 3.  CONDITIONS OF CLOSING  3.1. First Closing.   Prior to the initial Advance of
funds hereunder (the making of which is herein termed "first closing"), the
Trust shall have performed all of its agreements required to be performed
hereunder, and the Bank shall have received from Trust's counsel in connection
with this transaction, addressed to the Bank, a favorable opinion in form, scope
and substance satisfactory to Bank and its counsel, delivered prior to the first
Advance on the Notes:  (a) to the effect that the Trust is a duly organized and existing real
estate investment trust in good standing under the laws of the State of Texas
and has the power and authority to own its property and to carry on its business
as set forth in paragraph 2.3 hereof;  (b) to the effect that this Agreement has been duly authorized,
executed and delivered by the Trust and constitutes a legal valid and binding
obligation of the Trust, enforceable against the Trust in accordance with its
terms;  (c) to the effect that each Note delivered by the Trust to the Bank
has been duly authorized, executed and delivered by the Trust and constitutes
the legal, valid and binding obligation of the Trust, enforceable against the
Trust in accordance with its terms;  (d) to the effect that the Note is secured by valid, binding and
enforceable pledge of the Collateral in favor of the Bank, subject to no rights,
equities or encumbrances outstanding in favor of any party other than Bank which
are or could become prior to or on parity with Bank's lien on the Collateral
that has been pledged as security therefor pursuant to Section 5 hereof;  (e) to the effect that no action of, or filing with, any governmental
or public body or authority is required to authorize, or is otherwise required
in connection with, the execution, delivery and performance by the Trust of this
Agreement or any Note;  (f) to the effect that it is not necessary in connection with the
delivery of any Note under the circumstances contemplated by this Agreement to
register such Note under the Securities Act of 1933, as amended and then in
effect, or to qualify an indenture in respect thereof under the Trust Indenture
Act of 1939, as amended and then in effect, and that if Bank should in the
future deem it expedient to sell the Note (or any Note delivered in exchange
therefor as in such Note or in this Agreement permitted), which the Bank does
not now contemplate or foresee, such sale would not of itself require
registration of such Note under said Securities Act of 1933 or qualification of
an indenture in respect of such Note under said Trust Indenture Act, provided
that at the time of such sale, such Bank neither controls, nor is controlled by,
nor is under common control with, the Trust, either directly or indirectly, or,
if any such control then exists, that such sale is not made through an
underwriter as defined in said Securities Act of 1933;  (g) as to such other matters incident to the transactions contemplated
by this Agreement as the Bank may reasonably desire;   Page5of33     (h) to the effect that neither the execution and delivery of this
Agreement, the consummation of the transactions herein contemplated, the
fulfillment of the terms hereof, nor compliance with the provisions hereof and
of the Note will result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, the terms of the Amended and
Restated Declaration of Trust dated July 16, 2004,  or the Amended and
Restated Bylaws of the Trust, or any agreement or instrument of which such
counsel (having made inquiry with respect thereto) has knowledge, to which the
Trust is a party;  (i) to the effect that with respect to such persons as shall have been
identified in writing to the Bank as being duly authorized agents or officers of
the Trust, all actions required to be taken by the Trust to clothe such persons
with such authority have been taken, and the actions of such persons as
contemplated herein will be and constitute and legal, valid and binding acts of
the Trust; and  (j) to the effect that all conditions for lending have been met.  3.2. Subsequent Closing.  Prior to subsequent Advances (the
making of which are herein termed "subsequent closings"), the Trust shall have
performed all of its agreements theretofore to be performed hereunder.  3.3. Each Closing.  Prior to each Advance, the Trust shall
have satisfied the following:  (a) Officer's Certificate.  The Trust shall have delivered to
Bank at least quarterly a certificate or certificates, signed by an authorized
officer of the Trust, to the effect that the facts required to exist by
paragraph 3.3(b) and paragraph 3.3(c) hereof exist on such closing date.  (b) Representations True.  The representations and warranties
contained in paragraphs 2.1 and 2.11 hereof, inclusive, as from time to time
amended, shall be true on and as of each subsequent closing date until further
amended with the same effect as though such representations and warranties had
been made on and as of such closing date.  (c) Events of Default.  No event shall have occurred which
constitutes an event of default or which, with notice or lapse of time or both,
would become such an event of default.  (d) Determination of the Maximum Loan Limit.  On the date of each
advance, the Maximum Loan Limit as determined pursuant to Section 7.6 shall at
least equal the sum of (a) the aggregate principal balance outstanding
(including, for the purpose of this computation, the amount of the Advance
requested) on the Note on such closing date and (b) the aggregate amount of all
other indebtedness owed to Bank; and the Bank shall have   Page6of33    received such certificates or other evidence as it may reasonably
request to establish compliance with this condition.  (e) Proceedings, Instruments, Etc.  All proceedings to be taken
in connection with the transactions contemplated by this Agreement, and all
documents incidental thereto, shall be satisfactory in form, scope and substance
to the Bank and its counsel; and the Bank shall have received copies of all
documents which the Bank may reasonably request in connection with said
transactions and copies of the records of all proceedings in connection
therewith in form, scope and substance satisfactory to the Bank and its counsel.  (f) Delivery of Note.  The Note shall have been duly authorized,
executed and delivered to the Bank.  SECTION 4.  FINANCIAL STATEMENTS; COMPLIANCE CERTIFICATIONS; ADDITIONAL INFORMATION AND INSPECTION  4.1 Financial Statements and Reports.  So long as Bank (or
a nominee designated by Bank) shall hold the Note, the Trust will deliver to the
Bank:  (a) as soon as practicable, and in any event within 60 days after the
end of the first six month period of each fiscal year of the Trust, statements
of income and expense of the Trust for such period and for that part of the
fiscal year ending with such monthly period and statements of financial
condition of the Trust as of the end of such period, setting forth in each case
in comparative form the corresponding figures for and as at the end of the
corresponding period of the preceding fiscal year, in reasonable detail, and
certified by an authorized financial officer of the Trust subject to year-end
audit adjustments;  (b) as soon as practicable, and in any event within 90 days after the
end of each fiscal year of the Trust, statements of income and expense of the
Trust for such year, and statements of financial condition of the Trust as at
the end of such year, setting forth in each case in comparative form the
corresponding figures of the previous annual audit, all in reasonable detail and
accompanied by a report or opinion of independent accountants of recognized
standing selected by the Trust;  (c) as soon as practical, and in any event within 30 days of the end
of each calendar quarter, a certificate prepared by an authorized officer of the
Trust listing the Collateral Notes and any other Collateral on deposit pursuant
to Section 5 hereof and certifying the Maximum Loan Limit as defined by Section
7.6 hereof;  (d) concurrently with the aforesaid financial statements delivered
pursuant to paragraph 4.1(a) and paragraph 4.1(b) hereof, a certificate of an
authorized financial officer of the Trust to the effect that the Trust is not in
default in the fulfillment of any of the terms, covenants, provisions or
conditions of the Note or this Agreement, or, if any such default   Page7of33    exists, specifying such default or defaults and the nature and
status thereof, and, in the case of the aforesaid financial statements delivered
pursuant to paragraph 4.1(b) hereof, to the effect that said financial
statements are correct and complete and truly present the financial condition of
the Trust as at the end of and for the fiscal year to which they relate; (e) promptly upon receipt thereof, copies of any detailed reports
submitted to the Trust by independent accountants in connection with each annual
examination of the financial statements of the Trust made by such accountants;  (f) as soon as practicable, all such financial statements and reports
as the Trust shall send to its shareholders and all regular and periodic reports
which it may file with the Securities & Exchange Commission, or any
governmental agency or agencies substituted therefor; and  (g) such other information as to the business and properties of the
Trust, including financial statements and other reports filed with any
governmental department, bureau, commission or agency, as the Bank may, from
time to time, reasonably request.  4.2 Inspection.  So long as Bank (or a nominee designated
by Bank) shall hold the Note, the Bank shall have the right to visit and
inspect, under the guidance of the Trust, the Collateral, Collateral Documents,
any of the Trusts properties, to examine its books of account and to discuss
the affairs, finances and accounts of the Trust with its officers, all at such
reasonable times and as often as the Bank may reasonably request.  4.3 Reappraisals.  The Bank may demand, and the Trust
shall be obligated to cause, reappraisal of any specific real property
constituting security for the collateral hereunder at any time the Bank in good
faith believes or the Trust has reason to believe that an existing appraisal is
not representative of the true value of such property.  Such reappraisals
shall be made by an Appraiser and furnished to the Bank within a reasonable time
after the Trust makes such determination, or the Bank makes such request, and
same shall be made at the expense of the Trust.  SECTION 5.  COLLATERAL  5.1 Initial Pledges.  Prior to any Advance the Trust will
pledge, as security for the Note and the performance of all covenants and
obligations of the Note and this Agreement,  the Collateral (as defined in
paragraph 7.2 hereof).  The Trust shall execute and deliver to Bank, as
security for indebtedness now owed and hereafter to be owed to Bank, a Security
Agreement in form acceptable to Bank and the Trust, and shall execute and
deliver to Bank such other security agreements, financing statements or other
instruments as Bank may reasonably require in order to perfect and maintain the
perfection of Bank's security interest.  5.2 Servicing of the Collateral.   Unless (a) the
Trust shall be in default under the Note, or (b) the payments scheduled to be
received by the Trust on such Collateral Notes are such that the continued
receipt of such payment by the Trust will (in the absence of a   Page8of33    reduction in the outstanding balance owed on the Note) result in a
deficiency of Collateral under the terms of paragraph 6.9 hereof during the
remainder of the then current quarter or the quarter immediately following, then
the Trust shall be entitled to hold the Collateral and all instruments securing
the Collateral, collect all payments on account of the Collateral and the Trust
may enter into such modifications, renewals or extensions of a Collateral Note
or mortgage pledged as security for the Collateral Note at the Trust may
determine in its normal business practices.  In case of default or
impending default as under (b) last above by the Trust under the Note, the Bank
shall be entitled to collect all payments on account of the Collateral;
provided, however, that if there be only an impending default, as under (b) last
above, the Trust may retain the right to collect such payments by making an
appropriate prepayment of the Note as set forth in paragraph 5.3 below. Any such
payments received by the Trust during the continuance of any such default or
impending default shall be deposited with Bank and until so paid over shall be
held in trust for Bank by the Trust.   Until written notice to the
contrary is given by Bank to the Trust, the Trust shall be obligated, at its own
expense, to service all loans evidenced by Collateral pledged as security for
the Note, which includes, without limitation of the generality thereof, the
obligation (i) to pay or cause to be paid all taxes and other governmental
charges relating to the encumbered properties, (ii) to keep adequate books and
records reflecting all transactions relating to the loans (which books and
records, together with all files, papers and policies relating to the loans,
shall, if an event of default hereunder has occurred and is continuing, be
delivered to Bank upon written request), and (iii) otherwise to take such action
with respect to each mortgage so as to preserve the rights of each present or
future holder thereof and the lien status thereof.  In the event that the
Pledge Value of the Collateral falls below that required by paragraph 6.9
hereof, then all insurance proceeds, condemnation awards, title insurance
proceeds and similar payments collected by the Trust in respect of any of the
Collateral shall be deposited with Bank within 60 days after collection, and
until so paid over, shall be held in trust for Bank by the Trust, except that in
the case of fire or casualty insurance proceeds, the money may be used to pay
for the cost of restoring the improvements on the affected property.  5.3 Remedial Actions.   If at any time the total
outstanding under the Note exceeds the Maximum Loan Limit, then, without notice
or demand by Bank, the Trust will immediately make a prepayment of principal and
interest on the Note in an amount necessary to reduce the total outstanding
under the Note to be less than the Maximum Loan Limit.  5.4. Documentation.   All instruments of assignment
and pledge, all certificates and all requests to be delivered by the Trust
pursuant to this Section 5 shall be signed by a duly authorized officer of the
Trust and shall be in form and substance satisfactory to Bank and Bank's
counsel.  5.5 Expenses.  The Trust hereby agrees to pay the
fees of any agent the Bank may appoint for the purpose of enforcement of the
rights of Bank under this Section 5 and to pay all expenses incurred by either
of them in connection with the transactions   Page9of33    contemplated by this Section 5 and the cost of any necessary
recordation or filing of documents in connection with such transactions.  5.6 Return of Collateral.   Upon the payment in full
of the Note, the Bank shall release the pledge of the Collateral and execute and
deliver to the Trust any and all documents and instruments reasonably requested
by the Trust to grant in the Trust title to the Collateral free and clear of any
lien of the Bank.  5.7 Setoff.  In addition to other security for the payment
of the indebtedness of the Trust to the Bank hereunder, the Trust hereby grants
to Bank and to any other bank now or hereafter holding an interest in loans made
hereunder an express, contractual right of setoff in any and all deposit
accounts held by any such bank to secure payment of all funds loaned hereunder.
 Such right of setoff shall not be limited to the amount of indebtedness of
the Trust to any particular bank, but shall secure all indebtedness created
hereunder.  5.8 Collateral for Exhibit B Note. The following provisions
shall apply to the collateral securing the Exhibit B Note during any period of
time that there is a balance owing by the Trust to the Bank pursuant to the
Exhibit B Note as provided in Section 1.4(c) of this Agreement.  (a) The Trust shall select a pool of first mortgage loans meeting the
requirement of Eligible Mortgages as defined herein which the outstanding
principal balance shall at all times be equal to 110% of the principal balance
due from time to time on the Exhibit B Note.  Such loans securing the
Exhibit B Note shall herein be referred to as the Exhibit B Note
Collateral.  (b) On or before the date of the Exhibit B Note, the Trust shall
select the Exhibit B Note Collateral and shall pledge, as security for the
Exhibit B Note and the performance of the Exhibit B Note and this Agreement
applicable thereto, such Exhibit B Note Collateral by executing and delivering
to the Bank a Security Agreement in form acceptable to the Bank and the Trust
pledging the Exhibit B Collateral and shall execute and deliver to Bank such
other security agreements, financing statements or other instruments as Bank may
reasonably require in order to perfect and maintain the perfection of Banks
security interest in the Exhibit B Collateral.  The Bank may elect to
hold in its possession the actual notes, mortgages and related collateral
documents comprising the Exhibit B Note Collateral.  (c) The term "Eligible Mortgage" shall mean (in addition to any First
Mortgage or Deed of Trust specifically approved in writing by the Bank) any
First Mortgage or Deed of Trust on improved real property owned by a church,
other non-profit organization or other entity located within the continental
limits of the United States of America or Canada, securing a valid and
subsisting Promissory Note, or valid and subsisting Bonds of an issuing church,
other non-profit organization or other entity of which the Trust is the legal
and equitable owner and holder, provided that:   Page10of33     (1) the principal amount of the obligation secured by such First
Mortgage or Deed of Trust shall not be in excess of eighty-five per cent (85%)
of the appraised value of the real property subject thereto;  (2) the obligation secured by such First Mortgage or Deed of Trust
shall bear interest at no less than the Trusts prime lending rate plus one-half
of one percent (1⁄2%) per annum, shall mature not more than twenty years
subsequent to the date on which such obligation was created, shall provide for
regular periodic payments sufficient to pay accrued interest thereon and to
retire the principal amount thereof in approximately level payments over the
original life of such obligation and shall not at the time of its deposit with
the Bank be in default for any reason; thereafter, the occurrence of any default
in the terms of the Mortgage or the obligation secured shall render such
Mortgage ineligible and the Trust shall promptly notify the Bank of such
ineligibility; provide that if such default be only a lateness of payment
thereunder (not in excess of 90 days), then such default shall not render such
Mortgage ineligible unless such lateness shall have been of a recurring nature,
in which event the Bank may, at its option, declare such Mortgage ineligible and
demand substitution under the provisions of paragraph 5.4 hereof;  (3) all contemplated improvements on the real property subject to such
First Mortgage or Deed of Trust shall have been completed and insured to the
full extent of their insurable value against damage by fire and other risks
customarily included under extended coverage, and in the case of a Mortgage or
Deed of Trust securing a Promissory Note, with a standard mortgagee clause
attached making the loss, if any, payable to the Trust and the Bank, as their
interests may appear, and in the case of a Mortgage or Deed of Trust securing
bonds, with a standard mortgagee clause attached making the loss, if any,
payable to the Indenture Trustee for the benefit of the bondholders;  (4) customary title insurance shall have been obtained from an insurer
selected by the Trust and satisfactory to the Bank, insuring the validity and
priority of the lien of such First Mortgage or Deed of Trust in favor of the
Trust and its assignees in an amount equal to the full amount of the Promissory
Note secured thereby, or in favor of the Indenture Trustee in an amount equal to
the full principal amount of all outstanding bonds of the offering in which the
Bonds are a part, or an opinion of counsel shall have been obtained from counsel
selected by the Trust and acceptable to Bank to the effect that such Mortgage or
Deed of Trust constitutes a direct and valid first lien in favor of the Trust
and its assignees, or the Indenture Trustee, upon the real property subject
thereto, enforceable in accordance with its terms; and  (5) the outstanding principal balance of any one note secured by an
Eligible Mortgage shall not exceed the sum of $3,000,000 unless otherwise
accepted by the Bank.  (d) Upon the payment in full of a pledged Eligible Mortgage or upon
the withdrawal of any pledged mortgage and/or deed of trust serving as Exhibit
B Note Collateral, the Bank shall, upon request of the Trust, transfer back to
the Trust, the note   Page11of33    and mortgage and/or deed of trust so paid or withdrawn and the
Trust shall pledge an additional Eligible Mortgage(s) as is necessary to
collateralize the Exhibit B Note as provided herein.  (e) The Bank may demand, and the Trust shall be obligated to cause,
reappraisal of any specific real property constituting security for the Exhibit
B Note Collateral hereunder at any time the Bank in good faith believes or the
Trust has reason to believe that an existing appraisal is not representative of
the true value of such property.  Such reappraisals shall be made by an
Appraiser and furnished to the Bank within a reasonable time after the Trust
makes such determination, or the Bank makes such request, and same shall be made
at the expense of the Trust.  SECTION 6.  COVENANTS  The Trust covenants and agrees that on and after the date of this
Agreement and so long as the Note shall be outstanding:  6.1 Maintenance of Trust Office.  The Trust will maintain
an office or agency in or near the City of Amarillo, Texas, where notices,
presentations and demands to or upon the Trust in respect to the Notes and this
Agreement may be given or made.  Such office shall be the office of the
Trust at 5305 I-40 West, Amarillo, Texas 79106, unless and until another address
is designated by the Trust in a written notice to the Bank.  6.2 To Keep Books.  The Trust will keep proper books of
record and account in which full, true and correct entries will be made of its
transactions in accordance with sound accounting principles.  6.3 Payment of Taxes; Existence.  The Trust will:  (a) pay and discharge promptly or cause to be paid and discharged
promptly all taxes, assessments and governmental charges or levies imposed upon
it or upon its income or profits or upon any of its property, real, person or
mixed, or upon any part thereof, before the same shall become in default, as
well as lawful claims for labor, materials and supplies which, if unpaid, might
by law become a lien or charge upon its property or any part thereof; provided,
however, that the Trust shall not be required to pay any such tax, assessment,
charge, levy or claim if the amount, applicability or validity thereof shall
currently be contested in good faith by appropriate proceedings and if the Trust
shall have set aside on its books reserves (segregated to the extent required by
sound accounting principles) deemed by it adequate with respect thereto; and  (b) do or cause to be done all things necessary to preserve and keep
in full force and effect its existence, rights and franchises; provided that
nothing in this paragraph 6.3 shall prevent the abandonment or termination of
the rights and franchises of the Trust if, in the opinion of the Board of Trust
Managers of the Trust, such abandonment or termination is in the best interest
of the Trust and further provided that such termination be not   Page12of33    prejudicial in any material respect to the holders of the Notes,
who shall have been given reasonable advance notice in writing of the action
proposed to be taken.  6.4 To Insure.  The Trust will keep adequately insured, by
financially sound and reputable insurers, all properties of a character usually
insured by institutions engaged in the same or a similar business against loss
or damage of the kinds customarily insured against by such institutions, and
carry such other adequate insurance as is usually carried by institutions
engaged in the same or a similar business.  6.5 Limitation on Liens on Collateral.   Except as
contemplated by this Agreement, the Trust will not create, assume, incur or
suffer or permit to be created, assumed or incurred or to exist any mortgage,
lien, charge or encumbrance of any kind upon, or pledge of, any of the
Collateral.  6.6 Limitation on Sale, Lease, Merger or Consolidation by
Trust.  The Trust will not sell, lease, transfer or otherwise dispose
of all or any substantial part of its properties and assets or consolidate with
or merge into any other person or permit another person to merge into it.  6.7 Transfer of Business of the Trust.  The Trust will not
transfer or cause to be transferred, by any method whatsoever, any material
segment of the present or future business of the Trust to any affiliated person
present or future, or make any arrangement whereby any affiliated person will
assume or take over any material segment of the present or future business of
the Trust.  6.8 Management Contract.   The Trust will not enter
into a contract for management services with any person or persons without the
prior written consent of the Bank, which consent will not be unreasonably
withheld.  6.9 Collateral.  The Note and all other indebtedness now
or hereafter owed to Bank shall at all times be secured by a valid first lien on
the Collateral.  6.10 Further Assurance.   The Trust, at its expense,
will execute and deliver such instruments and take such further action
(including recordation and filing) as may be necessary or as may be requested by
the Bank for the purpose of perfecting and protecting the lien contemplated by
paragraph 6.9 hereof.  6.11 Net Worth and Indebtedness.  The net worth of the
Trust shall not at any time be less than $18,000,000; and the total indebtedness
of the Trust shall not at any time exceed a sum equal to 2.5 times the total net
worth of the Trust.  6.12 Other Borrowing.  The Trust will not, at any time
during the term of this Loan Agreement, borrow funds from any lender other than
the Bank through any financing arrangements, without first obtaining written
consent of the Bank, which consent shall not be unreasonably withheld, and which
such other borrowings shall be subordinate to the lien   Page13of33    position of the Bank, however, this restriction shall not apply
to: (i) any sums which may now or hereafter be borrowed under Secured Savings
Certificates now issued by the Trust and presently outstanding, or as
hereinafter issued; (ii) any sums which may now or hereafter be borrowed under
one or more unsecured Master Note Agreements with such individuals,
partnerships, corporations or other legal entities as the Trust may from time to
time determine without limitation; or (iii) other borrowing or financing
arrangements secured by loans not pledged to secure the Exhibit B Note during
the term of this Agreement applicable to Section 1.4(c) and related provisions
applying to the Exhibit B Note; provided, however, that the total indebtedness
of the Trust shall not exceed the restrictions hereinabove set forth.  6.13 Contingent Liabilities.  The Trust will not, at any
time during the term of this Loan Agreement, create, incur or permit to exist
any guaranty or other contingent liability with respect to the debt or
obligations of any other person or entity without the prior written consent of
the Bank, which consent will not be unreasonably withheld.  6.14 Interest Coverage Ratio.  As of the end of each fiscal
year of the Trust during the term of this Agreement, the ratio of the Trusts
earnings for such year before deduction of interest and taxes (EBIT) as
compared to the Trusts interest expense for such fiscal year shall not be less
than 1.2.   SECTION 7.  DEFINITIONS  For all purposes of this Agreement, unless the context otherwise
requires, the following definitions shall be applicable hereto:  7.1 Appraiser.  The term "Appraiser" means a person
selected by the Trust who is qualified to appraise real property and who shall
not have been disapproved in writing by Bank.  7.2 Collateral.   The term "Collateral" shall mean
and include all Promissory Notes payable to Trust (whether evidencing an interim
or permanent loan by the Trust), and the Mortgages and Deeds of Trust securing
payment of same, all Bonds issued by churches or other non-profit organizations
which are secured by a Mortgage or Deed of Trust upon the property of the
Issuer, and all cash deposited with the Bank in trust, as security for the
Notes.  However, in the event that the Trust is obligated to the Bank under
the terms of Section 1.4(c) hereof applicable to the Exhibit B Note, then the
Collateral shall mean only those Promissory Notes and related instruments
pledged by the Trust to secure the payment of the Exhibit B Note.  7.3 Collateral Note.  The term Collateral Note shall
mean any promissory note held by the Trust during the term of this
Agreement.  7.4 Performing Interim Construction Loans.  The term
Performing Interim   Page14of33    Construction Loans shall mean those interim loans (being loans
that are not amortized) that are characterized as performing interim
construction loans on the Trusts quarterly and annual financial statements
which are filed with the Securities Exchange Commission (SEC).  The
interim construction loans which are characterized as performing on the
Trusts quarterly and annual financial statements are those interim construction
loans that, pursuant to the policies of the Trust, have not been classified as
cash basis or capital recovery and, therefore, the Trust is accruing
interest on the applicable loan.  7.5 Performing Mortgage Loans and Church Bonds.  The term
Performing Mortgage Loans and Church Bonds shall mean those amortized loans
and church bonds that are characterized as performing mortgage loans and church
bonds on the Trusts quarterly and annual financial statements which are filed
with the Securities Exchange Commission (SEC).  The amortized loans and
church bonds which are characterized as performing on the Trusts quarterly
and annual financial statements are those amortized loans and church bonds that,
pursuant to the policies of the Trust, have not been classified as cash basis
or capital recovery and, therefore, the Trust is accruing interest on the
applicable loan.  7.6 Maximum Loan Limit.  The term Maximum Loan Limit
shall mean an amount, as of the date of determination, equal to eighty-five
percent (85%) of the outstanding principal amount of all of the Performing
Mortgage Loans and Church Bonds and fifty percent (50%) of the outstanding
principal amount of all of the Performing Interim Construction Loans.
 Provided, however, the Maximum Loan Limit shall at no time exceed
$49,000,000.  The Maximum Loan Limit shall be determined quarterly as of
the first day of each calendar quarter.  SECTION 8.  DEFAULTS AND REMEDIES  8.1 Events of Default.   The occurrence of any of the
following events for any reason whatsoever (and whether such occurrence shall be
voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) shall
be deemed an "Event of Default", that is to say:  (a) if default shall be made in due and punctual payment of the
principal of, or premium on, the Note when and as the same shall become due and
payable, whether at the maturity or at a date fixed for prepayment or by
acceleration or otherwise;  (b) if default shall be made in the due and punctual payment of any
installment of interest on the Note, when and as such interest installment shall
become due and payable, and such default shall have continued for a period of 10
days;  (c) if default shall be made in the performance or observance by the
Trust of any covenant, agreement or condition contained in paragraph 6.4 to
paragraph 6.13, inclusive, of this Agreement;   Page15of33     (d) if default shall be made in the performance or observance by the
Trust of any other of the covenants, agreements or conditions contained in this
Agreement, and such default shall have continued for a period of 30 days after
written notice thereof by the Bank to Trust or if default shall be made in the
performance or observance by Trust of any of the covenants, agreements, terms or
conditions of the Security Agreement or any other instrument furnishing security
for this or any other indebtedness now or hereafter owed by Trust to Bank;  (e) if default shall occur with respect to any evidence of
indebtedness (other than the Note) of the Trust or under any agreement under
which any evidence of indebtedness may be issued by the Trust and such default
shall continue for more than the period of grace, if any, therein specified;  (f) if the Trust shall (i) admit in writing its inability to pay its
debts generally as they become due, (ii) file a petition in bankruptcy or a
petition to take advantage of any insolvency act, (iii) make an assignment for
the benefit of its creditors, (iv) seek or consent to the appointment of a
receiver of itself or of the whole or any substantial part of its property, (v)
file a petition or answer seeking reorganization, arrangement or winding-up
under the federal bankruptcy laws or any other applicable law or statute of the
United States of America or any state thereof, or any other jurisdiction, or
(vi) if the Trust shall, upon the filing of a petition in bankruptcy against it,
fail to contest such petition within 30 days thereafter, or at any time be
adjudicated a bankrupt;  (g) if a court of competent jurisdiction shall enter an order,
judgment or decree appointing, without the consent of the Trust, a receiver or
other representative of the Trust or of the whole or any substantial part of its
properties, or approving a petition filed against the Trust seeking
reorganization, arrangement or winding-up of the Trust under the federal
bankruptcy laws or any other applicable law or statute of the United States of
America or any state thereof or any other jurisdiction, and such order, judgment
or decree shall not be vacated or set aside or stayed within 60 days from the
date of the entry thereof;  (h) if, under the provisions of any other law for the relief or aid of
debtors, any court of competent jurisdiction shall assume custody or control of
the Trust or of the whole or any substantial part of its properties and such
custody or control shall not be terminated or stayed within 60 days from the
date of assumption of such custody or control; or  (i) if final judgment for the payment of money in excess of $25,000
shall be rendered by a court of record against the Trust and the Trust shall not
discharge the same or provide for its discharge in accordance with its terms, or
procure a stay of execution thereon within 60 days from the date of entry
thereof and within said period of 60 days, or such longer period during which
execution of such judgment shall have been stayed, appeal therefrom and cause
the execution thereof to be stayed during such appeal.  8.2 Remedies.  If any one or more of the Events of Default
specified in paragraph   Page16of33    8.1 above shall occur and be continuing, Bank may, at its option,
exercise any one or more of the following:  (a) Terminate its commitment and cease to make advances hereunder; or  (b) Declare its Note and all other indebtedness of the Trust to such
Bank to be immediately due and payable; or  (c) Exercise all rights of setoff to which it may be entitled
hereunder or otherwise; or  (d) Proceed to protect and enforce its rights either by suit in equity
or by action at law, or both, whether for specific performance of any covenant,
condition or agreement contained in this Agreement or in aid of the exercise of
any power granted in this Agreement; or  (e) Proceed to enforce the payment of its Note or to enforce any other
legal or equitable right of Bank.  8.3 Remedies Pertaining to Collateral.   If any one
or more of the Events of Default specified in paragraph 8.1 shall occur and be
continuing, the Bank may forthwith apply any Deposited Cash to the payment of
the principal of, and interest and premium, if any, on the Note and may exercise
any and all rights or remedies of the Bank with respect to the Collateral
granted under the terms of the Security Agreement or otherwise and without
limitation of the generality of the foregoing, may, after 5 days notice to the
Trust, sell, transfer, assign or otherwise dispose of, give options to purchase,
and deliver the Collateral or any part thereof at public or private sale or
sales at any exchange, broker's board or elsewhere for cash or credit, or for
future delivery without assumption of any credit risk.  The Bank shall have
the right upon such sale or sales, public or private, to purchase the whole or
any part of the Collateral free from any right or equity of redemption in the
Trust, which right or equity is hereby waived and released, and to apply the
necessary proceeds of any such realization to the payment of the principal of
and interest and premium, if any, on the Note and all other sums payable by the
Trust to the Bank hereunder, under the Note or under the Security Agreement
described in paragraph 5.1 above.  8.4 Remedies Cumulative.   No remedy herein conferred
upon the holder of the Note is intended to be exclusive of any other remedy and
each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity,
or by statute, contract or otherwise.  8.5 Remedies Not Waived.   No course of dealing
between the Trust and the holder of the Note or any delay on the part of the
holder thereof in exercising any rights hereunder shall operate as a waiver of
any rights of any holder thereof.    Page17of33    SECTION 9.  MISCELLANEOUS  9.1 Expenses.  Whether or not the transaction contemplated
by this Agreement shall be consummated, the Trust agrees to pay the fees of the
Bank and counsel for the Bank and the out-of-pocket disbursements of such
counsel in connection therewith, and to pay all printing and other expenses in
connection with such transactions, and to reimburse Bank for any out-of-pocket
expenses in connection therewith.  9.2 Successors and Assigns.   All covenants,
agreements representations and warranties made herein or in certificates
delivered in connection herewith by or on behalf of the Trust shall bind and
inure to the benefit of the successors and assigns of the Trust, whether so
expressed or not, and all such covenants, agreements, representations and
warranties shall inure to the benefit of Bank's successors and assigns.  In
this connection, it is recognized that Bank may enter into an agreement with one
or more other lending institutions granting to it or them a participation in the
Note and Collateral, and it is agreed and understood that all provisions hereof
shall inure to the benefit of any and all such participants to which Bank might
sell, assign, or transfer an interest in the Note.  9.3 Home Office Payment.   Notwithstanding any
provision to the contrary in the Note contained, the Trust will promptly and
punctually pay to Bank at its banking house or such other address as may be
designated in writing by Bank, all amounts payable in respect of the principal
of, premium, if any, or interest on, the Note or other evidence of indebtedness
then held by Bank, without any presentment thereof and without any notation of
such payment being made thereon.  In the event that Bank shall sell,
transfer and assign the Note evidencing its loan hereunder, Bank will notify the
Trust of such sale and of the name and address of the transferee of such Note,
and Bank will, prior to the delivery of such Note, make or cause to be made a
notation thereon, of the date to which interest has been paid thereon and, if
not theretofore made, a notation on such Note of the outstanding principal
balance owed thereon.  9.4 Communications.  All communications provided for
hereunder shall be in writing, and if to Bank, mailed or delivered to Bank at
Box 1, Amarillo, TX 79105-0001, or if to the Trust, mailed or delivered to the
Trust at its office at 5305 I-40 West, Amarillo, TX 79106, or addressed to
either party at any other address in the United States of America that such
party may hereafter designate by written notice to the other party.  9.5 Law Governing.  Subject to the provisions of paragraph
9.8 hereof, this Agreement shall be construed in accordance with and governed by
the laws of the State of Texas.  No provision of this Agreement may be
waived, changed or modified, or the discharge thereof acknowledged, orally, but
only by an agreement in writing, signed by the party against whom the
enforcement of any waiver, change, modification or discharge is sought.  9.6 Headings.  The headings of the sections and
subsections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.   Page18of33     9.7 Term.  Unless sooner terminated as herein elsewhere
set forth, or extended pursuant to paragraph 1.1(c) hereof, the commitment of
the Bank shall expire as set forth in paragraph 1.1(c) hereof.
 Notwithstanding the prior termination of the commitment of the Bank, it is
agreed that the warranties, representations, covenants, obligations, rights and
duties of the parties shall remain in full force and effect until all
indebtedness created hereunder is paid in full.  9.8 Usury.  It is the intention of Bank and the Trust that
this Agreement, the Note and all provisions hereof and all documents securing
payment thereof and all other agreements by Bank and the Trust conform in all
respects to the federal usury law applicable to national banks domiciled in the
State of Texas, so that no payment of interest or other sum construed to be
interest shall exceed the highest lawful rate permissible.   If from
any circumstances whatsoever the maker contracts for the payment or pays any sum
as interest or construed to be interest which would exceed the highest lawful
rate applicable to this transaction, then, ipso facto, the amount contracted for
shall be automatically reduced to the highest lawful rate authorized for this
transaction.  Excess interest, if any, shall be applied to the reduction of
the principal balance of the Notes, if any, and if the principal balance has
been fully paid, the excess interest shall be refunded to the Trust.  To
the extent permitted by law, thereupon Bank shall not be subject to any penalty
provided for the contracting for, charging or receiving interest in excess of
such highest lawful rate regardless of when or the circumstances under which
such refund or application was made.  To the extent that the maximum rate
of interest may at any time be determinable by reference to the laws of the
State of Texas, the parties designate as the ceiling governing all transactions
hereunder the Indicated Rate ceiling as announced from time to time by the
Consumer Credit Commission of the State of Texas, pursuant to the provisions of
Article 5069-1.04, Vernons' Texas Civil Statutes.  9.9 Severability.  If any term, provision, covenant or
commission of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.  9.10 Reliance by Bank.   The Bank shall be entitled to
rely upon any writing, facsimile transmission, resolution, notice, consent,
certificate, letter, cablegram, statement, order or other document or
conversation by telephone or otherwise believed by it to be genuine and correct
and to have been signed, sent or made by an authorized person and upon opinions
of counsel and other professional advisers selected by the Bank.  SECTION 10.  ADDITIONAL PROVISION  Notwithstanding anything to the contrary contained herein, it is
understood and agreed that the owners of Certificates of Beneficial Interest of
the Trust, irrespective of whether said Certificates of Beneficial Interest are
owned by any person in such person's individual capacity or in any
representative capacity, shall not be personally liable under or   Page19of33    by virtue of this Agreement or under any Note executed pursuant
hereto, or on any Note endorsed by the Trust and delivered to the Bank as
security for payment of the loans advanced pursuant to this Agreement.  The
foregoing provisions shall be deemed a limitation on personal liability only to
the extent that such liability, if any, arises by virtue of the ownership of
said Certificates of Beneficial Interest.  Nothing contained in this
paragraph shall be deemed to limit, release or modify the liability, if any, of
any such owner of Certificates of Beneficial Interest arising in any manner
other than because of such ownership, including by way of example, but not
limitation, the liability, if any, of any person having executed a Guaranty or
of any member of the Board of Trust Managers or any officer thereof for willful
misconduct or gross negligence in connection with any representation, warranty,
or certificate made by such person in performance of this Agreement.  This
paragraph shall not be deemed to create or imply the existence of personal
liability on the part of any person by virtue of any office or otherwise, but
rather shall be deemed solely a statement of the limitation of personal
liability, if any, arising by virtue of the ownership to said Certificates of
Beneficial Interest.  THIS WRITTEN LOAN AGREEMENT REPRESENTS 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.  IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the day and year first above written.     TRUST:

CHURCH
LOANS & INVESTMENTS TRUSTBy:
/s/ Kelly ArcherKelly Archer, PresidentBANK:

AMARILLO NATIONAL BANKBy:
/s/ Brent WadeBrent Wade, Senior Vice President    Page20of33    [f200912_ex10loanagreement001.jpg]   Page21of33    [f200912_ex10loanagreement002.jpg]   Page22of33    [f200912_ex10loanagreement003.jpg]   Page23of33    [f200912_ex10loanagreement004.jpg]   Page24of33    [f200912_ex10loanagreement005.jpg]   Page25of33    [f200912_ex10loanagreement006.jpg]   Page26of33