Exhibit 10.2


                             MODIFICATION AGREEMENT
                            -----------------------

     This  MODIFICATION  AGREEMENT ("Agreement") is entered into effective as of
the  15th  day  of  March, 2003, by and between SOUTHWEST BANK OF TEXAS, N.A., a
national  banking  association  ("Lender"),  and  GREATER HOUSTON GULF PARTNERS,
LTD.,  a  Texas  limited  partnership  ("Borrower").

                              W I T N E S S E T H
                          ----------------------------

     WHEREAS,  Lender made a loan (the "Loan") to Borrower on December 15, 1999,
in  the maximum principal amount of TWO MILLION NINE HUNDRED FIFTY-FIVE THOUSAND
AND  NO/100  DOLLARS  ($2,955,000.00);  and

     WHEREAS,  Lender  and  Borrower  executed  that  certain  Construction Loan
Agreement  ("Loan  Agreement")  dated December 15, 1999, pertaining to the Loan;
and

     WHEREAS,  the  Borrower  executed  and  delivered  to  Lender  that certain
Promissory  Note  (as  same may have been heretofore amended, the "Note"), dated
December  15,  1999,  payable  to  the  order  of  Lender  in  the amount of and
evidencing  the  Loan;  and

     WHEREAS,  the  Borrower  executed  and delivered to Lender (i) that certain
Deed of Trust, Security Agreement and Assignment of Rents (as same may have been
heretofore  amended,  the  "Deed  of Trust") dated of even date with the Note to
George  M.  Marshall,  as  trustee  ("Trustee"),  for the benefit of the Lender,
recorded in the Official Public Records of Real Property of Harris County, Texas
under Clerk's File No. U168686, covering certain real property located in Harris
County,  Texas,  and  more particularly described in the Deed of Trust, together
with  all  improvements,  appurtenances,  other  properties  (whether  real  or
personal), rights and interests described in and encumbered by the Deed of Trust
(the  "Property"), to secure the payment of the Note and performance by Borrower
of  the  other  obligations  set  forth  in  the  Security  Documents (as herein
defined), and (ii) that certain Deed of Trust, Security Agreement and Assignment
of  Rents (as same may have been heretofore amended, the "Second Deed of Trust,"
and  together  with the Deed of Trust, sometimes referred to collectively herein
as  the  "Deed  of  Trust"),  dated  March  10,  2000, to George M. Marshall, as
trustee,  for the benefit of the Lender, recorded in the Official Public Records
of  Real  Property  of  Harris  County,  Texas  under  Clerk's File No. U303929,
covering  certain  additional real property located in Harris County, Texas, and
more  particularly  described  in  the  Second  Deed of Trust, together with all
improvements, appurtenances, other properties (whether real or personal), rights
and  interests  described  in  and  encumbered  by the Second Deed of Trust (the
"Additional  Property,"  and  together  with the Property, sometimes referred to
herein  collectively  as  the  "Property"), to further secure the payment of the
Note  and  performance  by  Borrower  of  the other obligations set forth in the
Security  Documents  (as  herein  defined);  and

     WHEREAS,  the  Borrower  executed  and  delivered  to  Lender  that certain
Assignment  of  Rents  and Leases (as same may have been heretofore amended, the
"Assignment"), dated of even


<PAGE>
date  with the Note, recorded in the Official Public Records of Real Property of
Harris  County,  Texas  under  Clerk's File No. U168687, assigning to Lender all
rents,  leases,  income,  revenues,  issues and profits which may arise from the
operation  or  ownership  of the Property, to secure the payment of the Note and
performance  by  Borrower  of  the  other  obligations set forth in the Security
Documents;  and

     WHEREAS, the Borrower caused to be issued by First American Title Insurance
Company  of  Texas  (the "Title Company") that certain Mortgagee Policy of Title
Insurance  (the "Policy") No.  M963099, dated January 10, 2000, in the amount of
the Note, insuring the dignity and priority of the lien created and evidenced by
the  Deed  of  Trust;  and

     WHEREAS,  the  Borrower  caused James Emerson and Schuyler Pulford (whether
one  or  more,  the  "Guarantor")  to execute and deliver to Lender that certain
Guaranty  Agreement  ("Guaranty")  dated of even date with the Note guaranteeing
payment  of  the  Note  and  all the other monetary obligations contained in the
Security  Documents  and performance by Borrower of the other obligations as set
forth  in  the  Security  Documents;  and

     WHEREAS, the Lender and Borrower now propose to modify certain of the terms
and  provisions  of  the  Loan  Agreement, the Assignment, the Note, the Deed of
Trust  and  the  other  related  documents executed by Borrower or third parties
pertaining  to,  evidencing  or  securing  the Loan (collectively, the "Security
Documents").

     NOW,  THEREFORE,  for  and  in consideration of the premises and the mutual
covenants  and  agreements  contained  herein,  and  for other good and valuable
consideration,  the  receipt  and  sufficiency of which are hereby acknowledged,
Lender  and  Borrower  hereby  agree  as  follows:

     1.     Extension  of  Maturity.  The  maturity  date  of the Note is hereby
            -----------------------
extended until December 15, 2003, when the unpaid principal balance of the Note,
together with all accrued but unpaid interest thereon, shall be due and payable.
The  Borrower  hereby  renews,  but does not extinguish, the Note and the liens,
security  interests  and  assignments created and evidenced by the Deed of Trust
and  other  Security Documents, and in this regard all of the Security Documents
are  hereby  renewed  and modified by extending the maturity date thereof as set
forth above.  Borrower covenants to observe, comply with and perform each of the
terms  and  provisions  of  the  Security  Documents,  as  modified  hereby.

     2.     Modification  of  Terms  of Payment of the Note.  From and after the
            -----------------------------------------------
date  hereof,  the  Note  shall  due  and  payable  as  follows:

          Interest  shall  be  calculated  on a daily basis and shall be payable
     monthly  on  each  Interest Payment Date (as defined in the Note) until and
     including  November  15, 2003. On the Maturity Date, all accrued and unpaid
     interest hereon and the entire unpaid principal balance hereof shall be due
     and  payable  in  full.  In  addition  to  the monthly payments of interest
     hereunder,  on  June 15, 2003, and on September 15, 2003 (each a "Principal
     Payment  Date"),  Borrower  shall make a quarterly principal payment in the
     amount  of  $23,285.00  each  (the "Required Principal Payment") to Lender.
     Notwithstanding  the  foregoing, in the event during the three


<PAGE>
     month period immediately preceding such Principal Payment Date Borrower has
     sold  any  Units,  the Required Principal Payment for such quarter shall be
     reduced  by the amount, if any, by which the Partial Release Prices for the
     sale  of  such  Units paid to Lender exceeds the Square Foot Release Amount
     for  such  Units  as  set  forth  in  the  Loan  Agreement.

     3.     Acknowledgment  By  Borrower.  Except as otherwise specified herein,
            ----------------------------
the  terms  and  provisions hereof shall in no manner impair, limit, restrict or
otherwise  affect  the  obligations of Borrower or any third party to Lender, as
evidenced  by  the Security Documents.  Borrower hereby acknowledges, agrees and
represents  that (i) Borrower is indebted to Lender pursuant to the terms of the
Note  as  modified  hereby;  (ii)  the liens, security interests and assignments
created  and  evidenced  by  the Security Documents are, respectively, valid and
subsisting  liens,  security interests and assignments of the respective dignity
and  priority  recited  in  the Security Documents; (iii) there are no claims or
offsets against, or defenses or counterclaims to, the terms or provisions of the
Security  Documents,  and  the  other  obligations  created  or evidenced by the
Security  Documents;  (iv)  Borrower  has  no  claims,  offsets,  defenses  or
counterclaims arising from any of Lender's acts or omissions with respect to the
Property,  the  Security  Documents  or  Lender's performance under the Security
Documents  or  with  respect  to  the  Property;  (v)  the  representations  and
warranties  contained  in  the  Security  Documents  are  true  and  correct
representations  and  warranties  of  Borrower and third parties, as of the date
hereof;  and (vi) Lender is not in default and no event has occurred which, with
the  passage  of  time, giving of notice, or both, would constitute a default by
Lender  of  Lender's  obligations under the terms and provisions of the Security
Documents.  To  the  extent  Borrower  now  has, or in the future possesses, any
claims,  offsets,  defenses  or counterclaims against Lender or the repayment of
all  or  a  portion  of the Loan, whether known or unknown, fixed or contingent,
relating  to  matters  occurring  prior  to the date hereof, the same are hereby
forever  irrevocably  waived  and  released  in  their  entirety.

     4.     Joinder  of  Guarantors.  Each  of  the  Guarantors  joins  in  the
            -----------------------
execution  hereof  for  the  purpose  of (i) acknowledging and consenting to the
terms  and  provisions  hereof, (ii) ratifying, confirming and agreeing that the
Guaranty  is and shall remain in full force and effect, (iii) acknowledging that
there  are  no  claims  or offsets against, or defenses or counterclaims to, the
terms  and  provisions  of  and  the  obligations  created  and evidenced by the
Guaranty,  as  amended,  and  (iv)  certifying  that  the  representations  and
warranties contained in the Guaranty remain true and correct representations and
warranties  of  Guarantor  as  of  the  date  hereof.

     5.     No Waiver of Remedies.  Except as may be expressly set forth herein,
            ---------------------
nothing  contained in this Agreement shall prejudice, act as, or be deemed to be
a  waiver of any right or remedy available to Lender by reason of the occurrence
or  existence  of  any  fact, circumstance or event constituting a default under
either  of  the  Note  or  any  of  the  other  Security  Documents.

     6.     Costs  and  Expenses.  Contemporaneously  with  the  execution  and
            --------------------
delivery  hereof,  Borrower shall pay, or cause to be paid, all reasonable costs
and  expenses  incident to the preparation, execution and recordation hereof and
the  consummation  of  the  transaction  contemplated hereby, including, but not
limited  to,  recording  fees, title insurance policy or endorsement premiums or
other  charges  of  the Title Company, and reasonable fees and expenses of legal
counsel  to  Lender.


<PAGE>
     7.     Additional Documentation.  From time to time, Borrower shall execute
            ------------------------
or  procure  and  deliver  to  Lender  such  other  and  further  documents  and
instruments  evidencing,  securing  or  pertaining  to  the Loan or the Security
Documents as shall be reasonably requested by Lender so as to evidence or effect
the  terms  and  provisions  hereof.

     8.     Effectiveness  of  the  Security  Documents.  Except  as  expressly
            -------------------------------------------
modified by the terms and provisions hereof, each of the terms and provisions of
the  Security  Documents  are hereby ratified and shall remain in full force and
effect;  provided,  however, that any reference in any of the Security Documents
to  the  Loan, the amount constituting the Loan, any defined terms, or to any of
the other Security Documents shall be deemed, from and after the date hereof, to
refer  to  the Loan, the amount constituting the Loan, defined terms and to such
other  Security  Documents,  as  modified  hereby.

     9.     GOVERNING LAW.  THE TERMS AND PROVISIONS HEREOF SHALL BE GOVERNED BY
            -------------
AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS OF THE STATE OF TEXAS, EXCEPT AS
OTHERWISE  EXPRESSLY  PROVIDED  HEREIN.

     10.     Time.  Time  is  of the essence in the performance of the covenants
             ----
contained  herein  and  in  the  Security  Documents.

     11.     Binding  Agreement.  This  Agreement  shall  be  binding  upon  the
             ------------------
successors  and  assigns of the parties hereto; provided, however, the foregoing
shall  not  be deemed or construed to (i) permit, sanction, authorize or condone
the  assignment  of all or any part of the Property or any of Borrower's rights,
titles  or  interests  in and to the Property, except as expressly authorized in
the  Security  Documents,  or  (ii)  confer  any right, title, benefit, cause of
action  or remedy upon any person or entity not a party hereto, which such party
would  not  or  did  not  otherwise  possess.

     12.     Headings.  The section headings hereof are inserted for convenience
             --------
of  reference  only  and  shall in no way alter, amend, define or be used in the
construction  or  interpretation  of  the  text  of  such  section.

     13.     Construction.  Whenever  the  context hereof so requires, reference
             ------------
to  the singular shall include the plural and likewise, the plural shall include
the  singular;  words  denoting gender shall be construed to mean the masculine,
feminine  or  neuter, as appropriate; and specific enumeration shall not exclude
the  general,  but  shall  be construed as cumulative of the general recitation.

     14.     Severability.  If  any  clause or provision of this Agreement is or
             ------------
should ever be held to be illegal, invalid or unenforceable under any present or
future  law  applicable  to  the terms hereof, then and in that event, it is the
intention  of  the parties hereto that the remainder of this Agreement shall not
be  affected  thereby, and that in lieu of each such clause or provision of this
Agreement  that  is  illegal, invalid or unenforceable, such clause or provision
shall  be judicially construed and interpreted to be as similar in substance and
content  to  such  illegal, invalid or unenforceable clause or provision, as the
context  thereof  would  reasonably suggest, so as to thereafter be legal, valid
and  enforceable.


<PAGE>
     15.     Counterparts.  To  facilitate  execution,  this  Agreement  may  be
             ------------
executed in as many counterparts as may be convenient or required.  It shall not
be  necessary  that  the  signature and acknowledgment of, or on behalf of, each
party,  or that the signature and acknowledgment of all persons required to bind
any  party,  appear  on  each  counterpart.  All counterparts shall collectively
constitute  a  single  instrument.  It shall not be necessary in making proof of
this  Agreement  to  produce  or  account  for  more  than  a single counterpart
containing  the  respective  signatures  and acknowledgment of, or on behalf of,
each  of  the  parties  hereto.  Any  signature  and  acknowledgment page to any
counterpart  may  be  detached from such counterpart without impairing the legal
effect  of the signatures and acknowledgments thereon and thereafter attached to
another  counterpart  identical  thereto except having attached to it additional
signature  and  acknowledgment  pages.



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                         [SIGNATURES ON FOLLOWING PAGES]


<PAGE>
     EXECUTED  effective  as  of  the  date  first  above  written.

                                    LENDER:
                                    ------

                                    SOUTHWEST BANK OF TEXAS, N.A., a
                                    national banking association


                                    By:  /s/ Noel M. Byrne
                                       --------------------------
                                       Noel M. Byrne
                                       Senior Vice President


                                    BORROWER:
                                    --------

                                    GREATER HOUSTON GULF PARTNERS, LTD., a
                                    Texas limited partnership

                                    By:  Greater Houston Gulf Partners, G.P.,
                                         Inc., a Texas corporation


                                    By:  /s/ J. H. Carpenter
                                       ---------------------------
                                       J. H. Carpenter, President


                                       GUARANTORS:
                                       ----------



                                       /s/ James Emerson
                                       ---------------------------
                                       JAMES EMERSON


                                       /s/ Schuyler Pulford
                                       ---------------------------
                                       SCHUYLER PULFORD


<PAGE>
THE STATE OF TEXAS       |
                         |
COUNTY OF HARRIS         |

     This  instrument  was  acknowledged before me on this the ___ day of April,
2003,  by Noel M. Byrne, Senior Vice President of SOUTHWEST BANK OF TEXAS, N.A.,
a  national  banking  association,  on  its  behalf.


                         ---------------------------------------------------
                                     Notary Public in and for
                                     The State of  T E X A S

THE STATE OF TEXAS       |
                         |
COUNTY OF HARRIS         |

     This  instrument  was acknowledged before me on this the ____ day of April,
2003,  by  J.  H.  Carpenter,  President of Greater Houston Gulf Partners, G.P.,
Inc.,  a  Texas  corporation,  general partner of GREATER HOUSTON GULF PARTNERS,
LTD.,  a  Texas  limited  partnership, on behalf of said corporation, as general
partner  of  said  limited  partnership.



                         ---------------------------------------------------
                                     Notary Public in and for
                                     The State of  T E X A S


THE STATE OF TEXAS       |
                         |
COUNTY OF HARRIS         |

     This  instrument  was  acknowledged before me on this the ___ day of April,
2003,  by  JAMES  EMERSON.


                         ---------------------------------------------------
                                     Notary Public in and for
                                     The State of  T E X A S


<PAGE>
THE STATE OF TEXAS       |
                         |
COUNTY OF HARRIS         |

     This  instrument  was  acknowledged before me on this the ___ day of April,
2003,  by  SCHUYLER  PULFORD.


                         ---------------------------------------------------
                                     Notary Public in and for
                                     The State of  T E X A S


<PAGE>