CONSTRUCTION LOAN AGREEMENT
                                     BETWEEN
                     PIZZA INN, INC., A MISSOURI CORPORATION
                                       AND
                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION

                        EXECUTED AS OF DECEMBER 28, 2000

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     Page  28
                                TABLE OF CONTENTS
                                                                            Page

ARTICLE  1.     DEFINITIONS     1
1.1     DEFINED  TERMS     1
1.2     EXHIBITS  INCORPORATED     2
ARTICLE  2.     LOAN     3
2.1     LOAN     3
2.2     LOAN  DOCUMENTS     3
2.3     EFFECTIVE  DATE     3
2.4     LOAN  CONVERSION     3
2.5     MATURITY  DATE     3
2.6     CREDIT  FOR  PRINCIPAL  PAYMENTS     3
2.7     APPRAISAL  REQUIREMENT     3
2.8     FULL  REPAYMENT  AND  RELEASE  OF  LIEN     3
ARTICLE  3.     DISBURSEMENT     4
3.1     CONDITIONS  PRECEDENT     4
3.2     ACCOUNT,  PLEDGE  AND ASSIGNMENT, AND DISBURSEMENT AUTHORIZATION     4
3.3     BORROWER'S  FUNDS  ACCOUNT,  PLEDGE  AND  ASSIGNMENT     4
3.4     LOAN  DISBURSEMENTS     4
ARTICLE  4.     CONSTRUCTION     4
4.1     COMMENCEMENT  OF  CONSTRUCTION     4
4.2     COMPLETION  OF  CONSTRUCTION     5
4.3     COMMENCEMENT  AND  COMPLETION     5
4.4     COMMENCEMENT  AND  COMPLETION  OF  OFFSITE  IMPROVEMENTS     5
4.5     FORCE  MAJEURE     5
4.6     CONSTRUCTION  AGREEMENT     5
4.7     ARCHITECT'S  AGREEMENT     5
4.8     PLANS  AND  SPECIFICATIONS.     5
4.9     CONTRACTOR/CONSTRUCTION  INFORMATION     5
4.10     PROHIBITED  CONTRACTS     6
4.11     LIENS  AND  NOTICES     6
4.12     CONSTRUCTION  RESPONSIBILITIES     6
4.13     ASSESSMENTS  AND  COMMUNITY  FACILITIES  DISTRICTS     6
4.14     DELAY     6
4.15     INSPECTIONS     6
4.16     SURVEYS     6
ARTICLE  5.     INSURANCE     7
5.1     TITLE  INSURANCE     7
5.2     PROPERTY  INSURANCE     7
5.3     FLOOD  HAZARD  INSURANCE     7
5.4     LIABILITY  INSURANCE     7
5.5     GENERAL     8
ARTICLE  6.     REPRESENTATIONS  AND  WARRANTIES     7
6.1     AUTHORITY/ENFORCEABILITY     7
6.2     BINDING  OBLIGATIONS     7
6.3     FORMATION  AND  ORGANIZATIONAL  DOCUMENTS     7
6.4     NO  VIOLATION     7
6.5     COMPLIANCE  WITH  LAWS     7
6.6     LITIGATION     7
6.7     FINANCIAL  CONDITION     7
6.8     NO  MATERIAL  ADVERSE  CHANGE     8
6.9     LOAN  PROCEEDS  AND  ADEQUACY     8
6.10     ACCURACY     8
6.11     TAX  LIABILITY     8
6.12     UTILITIES     8
6.13     COMPLIANCE     8
6.14     AMERICANS  WITH  DISABILITIES  ACT  COMPLIANCE     8
6.15     BUSINESS  LOAN     8
ARTICLE  7.     HAZARDOUS  MATERIALS     8
7.1     SPECIAL  REPRESENTATIONS  AND  WARRANTIES     8
7.2     HAZARDOUS  MATERIALS  COVENANTS     9
7.3     INSPECTION  BY  LENDER     9
7.4     HAZARDOUS  MATERIALS  INDEMNITY     9
ARTICLE  8.     SET  ASIDE  LETTERS     9
8.1     SET  ASIDE  LETTERS     9
ARTICLE  9.     COVENANTS  OF  BORROWER     10
9.1     EXPENSES     10
9.2     ERISA  COMPLIANCE     10
9.3     LEASING     10
9.4     APPROVAL  OF  LEASES     10
9.5     INTENTIONALLY  OMITTED.     10
9.6     SUBDIVISION  MAPS     10
9.7     OPINION  OF  LEGAL  COUNSEL     10
9.8     FURTHER  ASSURANCES     10
9.9     ASSIGNMENT     11
9.10     MANAGEMENT  OF  PROPERTY     11
ARTICLE  10.     REPORTING  COVENANTS     11
10.1     FINANCIAL  INFORMATION     11
10.2     BOOKS  AND  RECORDS     11
ARTICLE  11.     DEFAULTS  AND  REMEDIES     11
11.1     DEFAULT     11
11.2     ACCELERATION  UPON  DEFAULT;  REMEDIES     12
11.3     DISBURSEMENTS  TO  THIRD  PARTIES     12
11.4     LENDER'S  COMPLETION  OF  CONSTRUCTION     12
11.5     LENDER'S  CESSATION  OF  CONSTRUCTION     12
11.6     REPAYMENT  OF  FUNDS  ADVANCED     12
11.7     RIGHTS  CUMULATIVE,  NO  WAIVER     12
ARTICLE  12.     MISCELLANEOUS  PROVISIONS     13
12.1     INDEMNITY     13
12.2     FORM  OF  DOCUMENTS     13
12.3     NO  THIRD  PARTIES  BENEFITED     13
12.4     NOTICES     13
12.5     ATTORNEY-IN-FACT     13
12.6     ACTIONS     13
12.7     RIGHT  OF  CONTEST     13
12.8     RELATIONSHIP  OF  PARTIES     13
12.9     DELAY  OUTSIDE  LENDER'S  CONTROL     13
12.10     ATTORNEYS'  FEES  AND  EXPENSES;  ENFORCEMENT     14
12.11     IMMEDIATELY  AVAILABLE  FUNDS     14
12.12     LENDER'S  CONSENT     14
12.13     LOAN  SALES  AND  PARTICIPATIONS;  DISCLOSURE  OF INFORMATION     14
12.14     INTENTIONALLY  OMITTED.     14
12.15     SIGNS     14
12.16     LENDER'S  AGENTS     14
12.17     TAX  SERVICE     14
12.18     WAIVER  OF  RIGHT  TO  TRIAL  BY  JURY     14
12.19     SEVERABILITY     15
12.20     HEIRS,  SUCCESSORS  AND  ASSIGNS     15
12.21     TIME     15
12.22     HEADINGS     15
12.23     GOVERNING  LAW     15
12.24     INTEREST  PROVISIONS.     15
12.25     JOINT  AND  SEVERAL  LIABILITY     16
12.26     COUNTERPARTS     16
12.27     INTEGRATION;  INTERPRETATION     16
12.28     ARBITRATION.     16
EXHIBIT  A  -  DESCRIPTION  OF  PROPERTY     19
EXHIBIT  B  -  DOCUMENTS     20
EXHIBIT  C  -  FINANCIAL  REQUIREMENT  ANALYSIS     21
EXHIBIT  D  -  DISBURSEMENT  PLAN     22
EXHIBIT  E  -  AFFIDAVIT  OF  COMMENCEMENT     25
EXHIBIT  F  -  AFFIDAVIT  OF  COMPLETION     27


<PAGE>
                           CONSTRUCTION LOAN AGREEMENT
THIS  CONSTRUCTION  LOAN  AGREEMENT ("Agreement") is executed as of December 28,
2000,  by  and  between PIZZA INN, INC., a Missouri corporation ("Borrower") and
WELLS  FARGO  BANK  TEXAS,  NATIONAL  ASSOCIATION  ("Lender").
                                 R E C I T A L S
                                 ---------------
A.     Borrower  owns  or  will own certain real property described in Exhibit A
                                                                       ---------
hereto  ("Property").
B.     Borrower  proposes  to  construct  on  the  Property certain improvements
consisting  of:  an  office/warehouse  facility together with all appurtenances,
fixtures,  and  tenant  improvements  now  or  hereafter located on the Property
("Improvements").  The  Improvements  shall  be  constructed  in accordance with
plans  and  specifications  which  Borrower  has  heretofore,  or will hereafter
deliver  to  Lender, as amended in order to comply with the terms and conditions
of  this  Agreement  ("Plans  and Specifications").  Borrower has requested from
Lender  a  loan  for  the  purpose  of  such  construction.
NOW,  THEREFORE,  Borrower  and  Lender  agree  as  follows:
                           ARTICLE 1.     DEFINITIONS
1.1     DEFINED  TERMS.  The  following capitalized terms generally used in this
        --------------
Agreement  shall  have  the meanings defined or referenced below.  Certain other
capitalized  terms  used only in specific sections of this Agreement are defined
in  such  sections.
"Account" - means an account with Lender,  in the name of Borrower or Borrower's
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designee  into  which  Loan  proceeds  will  be  deposited.
"ADA"  - means the Americans with Disabilities Act, 42 U.S.C.    12101, et. seq.
 ---
as  now  or  hereafter  amended  or  modified.
"Affidavit  of  Commencement"  - shall have the meaning ascribed to such term in
 ---------------------------
Section  4.1.
 -
"Affidavit  of  Completion"  -  shall  have the meaning ascribed to such term in
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Section  4.2.
 ---
"Agreement"  -  shall  have  the  meaning  ascribed to such term in the preamble
 ---------
hereto.
 ----
"Architect"  -  means  Alliance  Architects,  Inc.
 ---------
"Architect's  Agreement"  - means that certain agreement by and between Borrower
 ----------------------
and  Architect.
"Bankruptcy  Code" - means the Bankruptcy Reform Act of 1978 (11 USC   101-1330)
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as  now  or  hereafter  amended  or  recodified.
"Bonded  Work"  -  shall  have the meaning ascribed to such term in Section 8.1.
 ------------
"Borrower"  -  means  PIZZA  INN,  INC.,  a  Missouri  corporation.
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"Borrower's  Funds" - means all funds of Borrower deposited with Lender pursuant
 -----------------
to  the  terms  and  conditions  of  this  Agreement.
"Borrower's  Funds Account" - means the account with Lender into which all funds
 -------------------------
deposited  with  Lender  pursuant  to  this  Agreement  shall  be  placed.
"Business Day" - means a day of the week (but not a Saturday, Sunday or holiday)
 ------------
on  which  the  offices  of  Lender  are  open  to  the  public  for carrying on
substantially  all  of  Lender's  business  functions.  Unless  specifically
referenced  in  this Agreement as a Business Day, all references to "days" shall
be  to  calendar  days.
"Completion  Date"  -  means November 1, 2001, the date by which construction of
 ----------------
the  Improvements  must  be  complete.
 -
"Construction  Agreement" - means an agreement to construct the Improvements now
 -----------------------
or  hereafter  executed  between  Borrower  and  Contractor.
"Construction  Loan"  -  the  Loan  made  for the purpose of the acquisition and
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construction  of  the  Property  and maturing on January 1, 2002 unless the Loan
 ----
Conversion  occurs.
 --
"Contractor"  -  means  Bob  Moore  Construction.
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"Deed  of  Trust"  - means that certain Construction Deed of Trust with Absolute
 ---------------
Assignment  of  Leases  and Rents, Security Agreement and Fixture Filing of even
 -
date  herewith  executed  by Borrower, as Grantor, for the benefit of Lender, as
 -
Beneficiary,  as  hereafter  amended,  supplemented,  replaced  or  modified.
 -
"Default"  -  shall  have  the  meaning  ascribed  to such term in Section 11.1.
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"Effective  Date"  -  means the date that the Loan Documents are unconditionally
 ---------------
executed  and  delivered  by  Borrower  and  Lender.
 -
"Guarantor"  -  has  the  meaning  specified  in  the  Master  Loan  Agreement.
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"Hazardous  Materials" - shall have the meaning ascribed to such term in Section
 --------------------
7.1(a).
"Hazardous  Materials  Claims" - shall have the meaning ascribed to such term in
 ----------------------------
Section  7.1(c).
"Hazardous  Materials  Laws"  -  shall have the meaning ascribed to such term in
 --------------------------
Section  7.1(b).
 --
"Improvements"  -  shall  have  the  meaning ascribed to such term in Recital B.
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"Indebtedness"  -  means  all  principal,  interest and other charges payable by
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Borrower  to  Lender  pursuant  to  the Note and all other sums which may become
 ---
payable  by  Borrower  to  Lender  pursuant to the Master Loan Agreement and the
 ---
other  Loan  Documents.
 ---
"Lender"  -  means  WELLS  FARGO  BANK  TEXAS,  NATIONAL  ASSOCIATION.
 ------
"Loan"  - means the principal sum that Lender agrees to lend and Borrower agrees
 ----
to borrow pursuant to the terms and conditions of this Agreement:  Eight Million
One  Hundred  Twenty-Five  Thousand  and  No/100  Dollars  ($8,125,000.00).
"Loan Conversion" - The conversion of the Loan from the Construction Loan to the
 ---------------
Mini-Perm Loan all in accordance with the provisions of Section 2.4 hereof.  The
effective  date  of  the  Loan  Conversion  shall  be the first (1st) day of the
calendar  month  following  the satisfaction of the Loan Conversion requirements
set  forth  in Section 2.4, which effective date shall not be later than January
1,  2002.
"Loan  Documents"  -  means those documents, as hereafter amended, supplemented,
 ---------------
replaced  or  modified,  properly executed and in recordable form, if necessary,
 -
listed  in  Exhibit  B  as  Loan  Documents.
 -          ----------
"Loan-to-Value  Percentage"  -  shall  have the meaning ascribed to such term in
 -------------------------
Section  2.7.
 --
"Master  Loan  Agreement" - means the Second Amended and Restated Loan Agreement
 -----------------------
dated  as  of  March  31,  2000 between Borrower and Lender, as amended by First
Amendment  to  the Second Amended and Restated Loan Agreement dated of even date
herewith.
"Maturity  Date"  -  has  the  meaning  specified  in  Section  2.5.
 --------------
"Maximum  Lawful Rate" - shall have the meaning ascribed to such term in Section
 --------------------
12.24(b).
"Mini-Perm  Loan"  -  to  the  extent  Loan  Conversion  occurs, the Loan, as so
 ---------------
converted  and  scheduled  to  mature  December  28,  2007.
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"Note"  -  means  that  certain  Promissory  Note  of even date herewith, in the
 ----
original  principal  amount of the Loan, executed by Borrower and payable to the
 ----
order  of  Lender,  as  hereafter  amended,  supplemented, replaced or modified.
"Obligee"  -  shall  have  the  meaning  ascribed  to  such term in Section 8.1.
 -------
"Participant"  -  shall have the meaning ascribed to such term in Section 12.13.
    --------
"Plans  and  Specifications"  -  shall have the meaning ascribed to such term in
 --------------------------
Recital  B.
 --
"Property"  -  shall  have  the  meaning  ascribed  to  such  term in Recital A.
 --------
"Secured Obligations" - shall have the meaning ascribed to such term in the Deed
 -------------------
of  Trust.
"Set  Aside  Letter"  -  shall have the meaning ascribed to such term in Section
 ------------------
8.1.
 --
"Subdivision Map" - shall have the meaning ascribed to such term in Section 9.7.
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"Surety"  -  shall  have  the  meaning  ascribed  to  such  term in Section 8.1.
 ------
"Title  Company"  means Republic Title of Texas, Inc., as agent for Commonwealth
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Land  Title  Insurance  Company.
"Title  Policy"  - means the standard Texas promulgated form of Mortgagee Policy
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of  Title  Insurance  as  issued  by  the  Title  Company.
1.2     EXHIBITS  INCORPORATED.  Exhibits  A,  B,  C,  D,  E and F, all attached
        ----------------------   -----------   -   -   -   -     -
hereto,  are  hereby  incorporated  into  this  Agreement.
                               ARTICLE 2.     LOAN
2.1     LOAN.  By  and  subject to the terms of this Agreement, Lender agrees to
        ----
lend  to Borrower and Borrower agrees to borrow from Lender the principal sum of
Eight  Million  One  Hundred  Twenty-Five  Thousand  and  No/100  Dollars
($8,125,000.00),  said  sum  to  be evidenced by the Note of even date herewith.
The Note shall be secured, in part, by the Deed of Trust, of even date herewith,
encumbering  certain  real property and improvements as legally defined therein.
Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used
to finance the acquisition and construction of the Property and Improvements and
for  such  other  purposes and uses as may be permitted under this Agreement and
the  other  Loan  Documents.
2.2     LOAN DOCUMENTS.  Borrower shall deliver to Lender concurrently with this
        --------------
Agreement  each  of  the documents, properly executed and in recordable form, as
applicable,  described  in  Exhibit  B  as  Loan  Documents.
                            ----------
2.3     EFFECTIVE  DATE.  The  date  of  the  Loan  Documents  is  for reference
        ---------------
purposes  only.  The  Effective  Date  of  the  parties'  obligations under this
Agreement  and  the  other  Loan  Documents  shall  be  the  date that such Loan
Documents are unconditionally executed and delivered by Borrower and Lender, and
Borrower's  and  Lender's  rights and obligations under the Loan Documents shall
not  be  effective  until  the  Effective  Date.
2.4     LOAN  CONVERSION.  The  Construction  Loan  may  be  converted  into the
        ----------------
Mini-Perm  Loan  upon  written request of Borrower given to Lender not less than
thirty  (30)  days before the anticipated date for the Loan Conversion, and upon
satisfaction  of  the  following:
(a)     Completion  of  all  construction  work  contemplated  by  the Plans and
Specifications  and  the  Budget  to  the  satisfaction of Lender, together with
Borrower's  provision  to Lender of a certificate of substantial completion in a
form  acceptable  to  Lender and certified by Borrower and Borrower's architect;
(b)     Evidence  satisfactory  to  Lender,  reflecting the full payment of, and
executed  lien  waivers  from,  all  contractors, subcontractors and others with
respect  to  the  construction  of  the  Improvements.
(c)     Borrower's  provision to Lender with an as-built survey for the Property
in  a form satisfactory to Lender in all respects and not indicating any matters
not  shown  in  any  previous  survey  provided  to  Lender which are reasonably
objectionable  to  Lender;
(d)     No  Default  or any event, circumstance or action which, with the giving
of  notice, passage of time or failure to cure would give rise to a Default, has
occurred  and  is  then  existing;
(e)     Lender  shall  have  received  a  down-date  endorsement  pursuant  to
Procedural  Rule  P-9b(4),  and  other  endorsements amending the mechanic's and
materialmen's  lien  coverage  and,  if  applicable,  deleting  the  pending
disbursements  clause pursuant to Procedural Rule P-8b(2), and, if applicable, a
Form  T38 Endorsement pursuant to Procedural Rule P-9b(3) to the Title Policy in
form  and  content  satisfactory  to  Lender.
Loan  Conversion shall occur or be deemed to have occurred on the 1st day of the
calendar month which follows Borrower's satisfaction of the foregoing conditions
precedent  to  Loan  Conversion,  as  determined  by Lender.  To the extent Loan
Conversion  has  not  occurred  by  January  1,  2002,  then  Borrower shall not
thereafter  be  eligible  for  Loan  Conversion.
2.5     MATURITY  DATE.  The  Maturity  Date  of the Loan means (a) at all times
        --------------
prior  to Loan Conversion, January 1, 2002, and (b) if Loan Conversion occurs on
or  before  January  1,  2002,  then  December 28, 2007; subject to the right of
acceleration  provided herein and elsewhere in the Loan Documents, at which time
all  sums  due and owing under this Agreement and the other Loan Documents shall
be  repaid in full.  All payments due to Lender under this Agreement, whether at
the  Maturity  Date  or otherwise, shall be paid in immediately available funds.
2.6     CREDIT  FOR  PRINCIPAL  PAYMENTS.  Any payment made upon the outstanding
        --------------------------------
principal balance of the Loan shall be credited as of the Business Day received,
provided  such  payment  is received by Lender no later than 11:00 a.m. (Pacific
Standard  Time  or  Pacific  Daylight  Time,  as  applicable)  and  constitutes
immediately  available funds.  Any principal payment received after said time or
which  does  not  constitute  immediately available funds shall be credited upon
such  funds  having  become unconditionally and immediately available to Lender.
2.7     APPRAISAL  REQUIREMENT.  Lender  shall have received a written appraisal
        ----------------------
prepared in conformance with the requirements of the Comptroller of the Currency
confirming to the satisfaction of Lender that the Loan amount as a percentage of
the  fair  market  value  of the Property and Improvements (after adjustment for
senior  liens  and  regular  and  special taxes and assessments) does not exceed
seventy-five  percent  (75%) ("Loan-to-Value Percentage"); provided, however, in
                                                           --------  -------
the  event  such  fair  market  value  is  not  adequate  to  meet  the required
Loan-to-Value  Percentage,  then  Borrower  shall, within thirty (30) days after
written  demand  from  Lender, pay down the outstanding principal balance of the
Loan  such  that  said  required  Loan-to-Value  Percentage  may  be  met.
2.8     FULL  REPAYMENT AND RELEASE OF LIEN.  Upon receipt of all sums owing and
        -----------------------------------
outstanding  under the Loan Documents, Lender shall issue a full release of lien
covering  the  Property  and  Improvements  from  the lien of the Deed of Trust;
provided,  however,  that  all of the following conditions shall be satisfied at
     ---   -------
the  time  of,  and with respect to, such release of lien: (a) Lender shall have
received  all  escrow,  closing  and recording costs, the costs of preparing and
delivering such release of lien and any sums then due and payable under the Loan
Documents;  and (b) Lender shall have received a written release satisfactory to
Lender  of  any  set aside letter, letter of credit or other form of undertaking
which Lender has issued to any surety, governmental agency or any other party in
connection  with  the  Loan  and/or  the  Property  and  Improvements.  Lender's
obligation  to  make  further disbursements under the Loan shall terminate as to
any  portion  of  the  Loan  undisbursed as of the date of issuance of such full
release of lien, and any commitment of Lender to lend any undisbursed portion of
the  Loan  shall  be  canceled.
                           ARTICLE 3.     DISBURSEMENT
3.1     CONDITIONS  PRECEDENT.  Lender's obligation to make any disbursements or
        ---------------------
take  any other action under the Loan Documents shall be subject at all times to
satisfaction  of  each  of  the  following  conditions  precedent:
(a)     There  shall  exist no Default, as defined in this Agreement, or Default
as  defined in any of the other Loan Documents, or event, omission or failure of
condition  which  would  constitute  a Default after notice or lapse of time, or
both;  and
(b)     Any  undisbursed  Loan  funds  together  with  all  sums,  if any, to be
provided  by  Borrower  as  shown in Exhibit C shall be at all times equal to or
                                     ---------
greater  than the amount which Lender from time to time determines necessary to:
(i)  pay,  through  completion, all costs of development and construction of the
Property  and  Improvements  in accordance with the Loan Documents; (ii) pay all
sums  which  may accrue under the Loan Documents prior to repayment of the Loan;
and  (iii)  enable  Borrower  to  perform  and  satisfy  all of the covenants of
Borrower contained in the Loan Documents.  If Lender determines at any time that
the  undisbursed  Loan  funds are insufficient for said purposes, Borrower shall
deposit  the  amount  of  such deficiency in the Borrower's Funds Account within
seven  (7)  days  of  Lender's  written  demand;  and
(c)     Lender  shall  have  received  all  Loan  Documents,  other  documents,
instruments,  policies,  and  forms  of evidence or other materials requested by
Lender under the terms of this Agreement or any of the other Loan Documents; and
(d)     As  a  condition  to  the  initial  advance hereunder, Lender shall have
received  and approved in form and substance satisfactory to Lender: (i) a soils
report  for  the  Property and Improvements; (ii) an environmental questionnaire
and  environmental  site  assessment  with  respect  to the presence, if any, of
Hazardous  Materials  on  the  Property  and Improvements; (iii) two sets of the
Plans  and Specifications, certified as complete by the Architect, together with
evidence  of  all  necessary  or appropriate approvals of governmental agencies;
(iv)  copies  of  all  agreements  which  are  material  to  completion  of  the
Improvements;  (v) copies of all building permits and similar permits, licenses,
approvals,  development  agreements  and  other  authorizations  of governmental
agencies  required  in  connection  with  the  development  of  the Property and
Improvements;  and  (vi)  copies  of  any  initial  study, negative declaration,
mitigated  negative  declaration,  environmental  impact  report,  notice  of
determination or notice of exemption prepared, adopted, certified or filed by or
with  any  governmental agency in connection with the Property and Improvements.
3.2     ACCOUNT,  PLEDGE  AND  ASSIGNMENT,  AND DISBURSEMENT AUTHORIZATION.  The
        ------------------------------------------------------------------
proceeds  of  the  Loan  and  Borrower's Funds, when qualified for disbursement,
shall be deposited into the Account or otherwise disbursed to or for the benefit
or  account  of  Borrower  under  the  terms  of  this Agreement.  Disbursements
hereunder  may  be made by Lender upon the written request of any person who has
been  authorized  by  Borrower  to request such disbursements until such time as
written  notice of Borrower's revocation of such authority is received by Lender
at  the  address  shown  in  Exhibit  D.  As  additional security for Borrower's
                             ----------
performance  under  the  Loan Documents, Borrower hereby irrevocably pledges and
assigns  to  Lender  all  monies  at  any  time  deposited  in  the  Account.
3.3     BORROWER'S  FUNDS  ACCOUNT,  PLEDGE AND ASSIGNMENT.  Except as otherwise
        --------------------------------------------------
provided in this Agreement, all of the Borrower's Funds which are deposited with
Lender  by  Borrower  as  shown in Exhibit C, or any other provision of the Loan
                                   ---------
Documents,  shall be placed in the Borrower's Funds Account with, and controlled
by,  Lender  for  disbursement under this Agreement.  As additional security for
Borrower's  performance  under  the  Loan Documents, Borrower hereby irrevocably
pledges and assigns to Lender all monies at any time deposited in the Borrower's
Funds  Account.
3.4     LOAN DISBURSEMENTS.  Subject to the conditions set forth in Section 3.1,
        ------------------
the  proceeds  of the Loan and Borrower's Funds shall be disbursed in accordance
with  the  terms  and  conditions  of  Exhibit  D.  Disbursements made after the
                                       ----------
deposit  of  Borrower's  Funds  shall  be  made  first from the Borrower's Funds
Account  until  depleted.  All  disbursements shall be held by Borrower in trust
and  applied  by  Borrower solely for the purposes for which the funds have been
disbursed.  Lender  has  no obligation to monitor or determine Borrower's use or
application  of  the  disbursements.
                           ARTICLE 4.     CONSTRUCTION
4.1     COMMENCEMENT  OF  CONSTRUCTION.  Borrower shall commence construction of
        ------------------------------
the  Improvements  without delay after recordation of the Deed of Trust.  Within
ten  (10)  days  after  the  commencement  of  construction of the Improvements,
Borrower  shall  execute  and  cause the Contractor to execute and shall file in
Real  Property  Records  of  the  county  in  which  the Property is located, an
affidavit  ("Affidavit  of  Commencement"),  in the form attached as Exhibit Eor
                                                                     ---------
otherwise  satisfactory to Lender.  The date of commencement of the construction
of  the  Improvements  as set forth in such Affidavit of Commencement shall be a
date  after  the  date  of  the  recordation  of  the  Deed  of  Trust.
4.2     COMPLETION OF CONSTRUCTION.  Borrower shall complete construction of the
        --------------------------
Improvements  on  or before the Completion Date.  Within ten (10) days after the
construction  of the Improvements has been completed, Borrower shall execute and
file  in  the  Real  Property  Records  of  the  county in which the Property is
located,  an  affidavit  ("Affidavit  of  Completion")  in  the form attached as
Exhibit  F  or  otherwise  satisfactory  to  Lender.
      ----
4.3     COMMENCEMENT  AND  COMPLETION.  Borrower  shall commence construction of
        -----------------------------
the Improvements without delay after recordation of the Deed of Trust.  Borrower
shall  complete  construction  of  the  Improvements on or before the Completion
Date.
4.4     COMMENCEMENT  AND  COMPLETION  OF  OFFSITE IMPROVEMENTS.  Borrower shall
        -------------------------------------------------------
commence  construction  of any offsite improvements required by any governmental
authority  in connection with the construction of the Improvements without delay
and  shall  complete  construction of any such offsite improvements on or before
the  Completion  Date.
4.5     FORCE  MAJEURE.  The  time within which construction of the Improvements
        --------------
must  be completed shall be extended for a period of time equal to the period of
any delay directly affecting construction which is caused by fire, earthquake or
other acts of God, strike, lockout, acts of public enemy, riot, insurrection, or
governmental  regulation of the sale or transportation of materials, supplies or
labor; provided, however, that Borrower shall furnish Lender with written notice
       --------  -------
satisfactory  to  Lender evidencing any such delay within ten (10) days from the
occurrence  of any such delay.  In no event shall the time for completion of the
Improvements  be  extended beyond the Maturity Date or more than sixty (60) days
beyond  the  Completion  Date.
4.6     CONSTRUCTION  AGREEMENT.  Borrower  and Contractor have entered (or will
        -----------------------
enter)  into  the Construction Agreement pursuant to the terms and conditions of
which  Contractor  is  to  construct  the  Improvements.  Borrower shall require
Contractor to perform in accordance with the terms of the Construction Agreement
in  all  material  respects  and shall not materially amend, modify or alter the
responsibilities of Contractor under the Construction Agreement without Lender's
prior  written consent.  Except for any change orders permitted without Lender's
consent  pursuant  to  the  terms  hereof, Borrower shall execute, upon Lender's
request,  an assignment of Borrower's rights under the Construction Agreement to
Lender as security for Borrower's obligations under this Agreement and the other
Loan Documents and shall cause the Contractor to consent to any such assignment.
4.7     ARCHITECT'S  AGREEMENT.  Borrower  and  Architect  have entered into the
        ----------------------
Architect's  Agreement,  pursuant  to  which  Architect  is  to  design  the
Improvements.  Borrower  shall  require  Architect to perform in accordance with
the  terms of the Architect's Agreement and shall not amend, modify or alter the
responsibilities  of  Architect under the Architect's Agreement without Lender's
prior  written  consent.  Upon  Lender's  request,  Borrower  shall  execute  an
assignment  of  the  Architect's  Agreement  and the Plans and Specifications to
Lender  as  additional  security for Borrower's performance under this Agreement
and  the  other  Loan  Documents and shall cause the Architect to consent to any
such  assignment.
4.8     PLANS  AND  SPECIFICATIONS.
        --------------------------
(a)     CHANGES;  LENDER  CONSENT.  Except  as  otherwise  provided  in  this
        -------------------------
Agreement,  Borrower  shall not make any changes in the Plans and Specifications
        -
without  Lender's  prior  written  consent  if  such  change:  (i) constitutes a
material  change in the building material or equipment specifications, or in the
architectural or structural design, value or quality of any of the Improvements;
(ii) would result in an increase of construction costs in excess of $100,000 for
any  single change or in excess of $500,000 for all such changes; or (iii) would
affect  the  structural  integrity,  quality  of  building materials, or overall
efficiency  of  operating  systems  of  the  Improvements.  Without limiting the
above,  Lender  agrees  that  Borrower  may  make minor changes in the Plans and
Specifications  without  Lender's  prior  written  consent,  provided  that such
changes  do  not violate any of the conditions specified herein.  Borrower shall
at  all times maintain, for inspection by Lender, a full set of working drawings
of  the  Improvements.
(b)     CHANGES;  SUBMISSION  REQUIREMENTS.  Borrower  shall submit any proposed
        ----------------------------------
change in the Plans and Specifications to Lender at least ten (10) days prior to
the commencement of construction relating to such proposed change whether or not
such  change  is  subject  to  Lender's  consent.  Requests for any change which
requires  consent  shall  be  accompanied  by  working  drawings  and  a written
description  of the proposed change, submitted on a change order form acceptable
to  Lender, signed by Borrower and, if required by Lender, also by the Architect
and the Contractor.  At its option, Lender may require Borrower to provide:  (i)
evidence  satisfactory  to Lender of the cost and time necessary to complete the
proposed  change;  (ii)  a  deposit  in  the  amount of any increased costs into
Borrower's  Funds  Account;  and  (iii)  a  complete set of "as built" Plans and
Specifications  for  the  completed  Improvements.
(c)     CONSENT  PROCESS.  Borrower  acknowledges  that  Lender's  review of any
        ----------------
changes  and  required  consent  may result in delays in construction and hereby
consents  to  any  such  delays.
(d)     FINAL  PLANS  AND  SPECIFICATIONS.  Upon completion of the Improvements,
        ---------------------------------
Borrower  shall  deliver to Lender within ten (10) days a set of final Plans and
Specifications.
4.9     CONTRACTOR/CONSTRUCTION  INFORMATION.  Within  ten (10) days of Lender's
        ------------------------------------
written  request,  Borrower  shall deliver to Lender from time to time in a form
acceptable  to  Lender:  (a) a list detailing the name, address and phone number
of  each  contractor, subcontractor and material supplier to be employed or used
for  construction of the Improvements together with the dollar amount, including
changes,  if  any, of each contract and subcontract, and the portion thereof, if
any,  paid  through  the  date  of  such  list;  (b) copies of each contract and
subcontract  identified  in such list, including any changes thereto; (c) a cost
breakdown of the projected total cost of constructing the Improvements, and that
portion,  if  any,  of  each  cost  item  which  has  been  incurred;  and (d) a
construction  progress  schedule  detailing the progress of construction and the
projected  sequencing  and  completion  time for uncompleted work, all as of the
date  of  such  schedule.
Borrower  agrees  that  Lender  may  disapprove any contractor, subcontractor or
material  supplier  which,  in  Lender's  good  faith  determination,  is deemed
financially or otherwise unqualified; provided, however, that the absence of any
                                      --------  -------
such  disapproval  shall  not  constitute  a  warranty  or  representation  of
qualification  by Lender.  Lender may contact any such contractor, subcontractor
or  material  supplier  to  discuss  the  course  of  construction.
4.10     PROHIBITED CONTRACTS.  Without Lender's prior written consent, Borrower
         --------------------
shall  not contract for any materials, furnishings, equipment, fixtures or other
parts  or  components  of  the Improvements, if any third party shall retain any
ownership  interest (other than lien rights created by operation of law) in such
items  after  their  delivery  to the Property and Improvements.  Borrower shall
have  five  (5)  days  to  effect  the  removal  of  any such retained interest.
4.11     LIENS  AND  NOTICES.  Subject  to  the provisions of Section 4.11, if a
         -------------------
lien  affidavit  is  recorded or a notice of claim for unpaid work, materials or
specially fabricated items or a notice of a contractual retainage claim is given
to  the  Borrower  or  Contractor  which  affects  the Property or Improvements,
Borrower shall, within twenty (20) calendar days of such recording or receipt of
such  notice  or  within  ten  (10)  calendar  days  of Lender's written demand,
whichever  occurs  first:  (a)  pay and discharge the lien claim; (b) effect the
release thereof by recording or delivering to Lender a surety bond in sufficient
form and amount; or (c) provide Lender with other assurances which Lender deems,
in  its  reasonable  discretion, to be satisfactory for the payment of such lien
claim  and  for  the full and continuous protection of Lender from the effect of
such  lien  claim.
4.12     CONSTRUCTION  RESPONSIBILITIES.  Borrower  shall  cause  Contractor  to
         ------------------------------
construct  the  Improvements  in a workmanlike manner substantially according to
the Plans and Specifications and the recommendations of any soils or engineering
report  approved by Lender.  Borrower shall comply in all material respects with
all  applicable  laws,  ordinances,  rules,  regulations, building restrictions,
recorded  covenants  and  restrictions,  and  requirements  of  all  regulatory
authorities  having  jurisdiction  over  the Property or Improvements.  Borrower
shall  be  solely responsible for all aspects of Borrower's business and conduct
in connection with the Property and Improvements, including, without limitation,
for  the  quality  and  suitability  of  the  Plans and Specifications and their
compliance  with  all  governmental requirements, the supervision of the work of
construction,  the  qualifications,  financial  condition and performance of all
architects, engineers, contractors, material suppliers, consultants and property
managers,  and  the  accuracy  of  all  applications  for payment and the proper
application of all disbursements.  Lender is not obligated to supervise, inspect
or  inform  Borrower or any third party of any aspect of the construction of the
Improvements  or  any  other  matter  referred  to  above.
4.13     ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS.  Without Lender's prior
         ----------------------------------------------
written  consent,  Borrower  shall  not  cause  to become effective or otherwise
consent  to  the  formation  of  any assessment district or community facilities
district  which  includes  all  or  any  part  of  the Property and Improvements
pursuant  to:  (a)  contractual  agreements  among  property owners and/or other
governmental  or  quasi-governmental  agencies  or  political  subdivisions  or
districts,  or  other  entity  providing  such  community facilities; or (b) any
state,  county  or  municipal  ordinance, law, regulation or statute.  Nor shall
Borrower  cause  or  otherwise  consent  to  the  levying  of  special  taxes or
assessments  against  the  Property  and  Improvements  by  any  such assessment
district  or  community  facilities  district.
4.14     DELAY.  Borrower  shall  promptly notify Lender in writing of any event
         -----
causing  substantial  delay  or  interruption  of  construction,  or  the timely
completion  of  construction.  The  notice  shall  specify  the  particular work
delayed,  and  the  cause  and  period  of  each  delay.
4.15     INSPECTIONS.  Upon  reasonable  prior  notice to Borrower, Lender shall
         -----------
have the right to enter upon the Property at all reasonable times to inspect the
Improvements  and  the  construction  work  to  verify  information disclosed or
required  pursuant  to  this  Agreement.  Any  inspection  or  review  of  the
Improvements  by  Lender  is  solely  to  determine whether Borrower is properly
discharging  its obligations to Lender and may not be relied upon by Borrower or
by  any  third  party  as  a  representation or warranty of compliance with this
Agreement  or  any  other agreement.  Lender owes no duty of care to Borrower or
any third party to protect against, or to inform Borrower or any third party of,
any  negligent,  faulty,  inadequate  or defective design or construction of the
Improvements  as  determined  by  Lender.
4.16     SURVEYS.  Upon  Lender's  written  request,  Borrower  shall  promptly
         -------
deliver  to Lender:  (a) upon completion of the foundations of the Improvements,
a survey showing the location of the Improvements on the Property and confirming
that  the  Improvements  are  located  entirely  within  the Property and do not
encroach  upon  any easement, or breach or violate any governmental requirement;
and  (b) upon completion of the Improvements, an as-built survey acceptable to a
title  insurer  for  purposes  of  issuing  a standard Texas promulgated form of
mortgagee  policy  of  title insurance.  All such surveys shall be performed and
certified by a licensed engineer or surveyor acceptable to the insurer and shall
be  in  accordance  with  a Category 1A, Condition I survey pursuant to the most
recent  edition  of  the  Manual  of Practice for Land Surveying in the State of
Texas, published by the Texas Society of Professional Surveyors or in accordance
with  the ALTA/ACSM Minimum Standard Detail Requirements and Classifications for
ALTA/ACSM Land Title Surveys (1992) for an urban business district survey class.
                            ARTICLE 5.     INSURANCE
Borrower shall, while any obligation of Borrower or any Guarantor under any Loan
Document remains outstanding, maintain at Borrower's sole expense, with licensed
insurers  approved  by  Lender,  the following policies of insurance in form and
substance  satisfactory  to  Lender:
5.1     TITLE  INSURANCE.  A  Mortgagee  Title  Policy,  together  with  any
        ----------------
endorsements  which Lender may require, insuring Lender, in the principal amount
        --
of  the  Loan, of the validity and the priority of the lien of the Deed of Trust
upon  the  Property and Improvements, subject only to matters approved by Lender
in  writing  and including a Rule P-8(b)(1) exception prior to completion of the
Improvements.  During  the  term  of the Loan, Borrower shall deliver to Lender,
within five (5) days of Lender's written request, such other endorsements to the
Title  Policy  as  Lender  may  require.
5.2     PROPERTY  INSURANCE.  A  Builders  Risk Completed Value Hazard Insurance
        -------------------
policy,  including, without limitation, such endorsements as Lender may require,
insuring  Lender  against  damage  to the Property and Improvements in an amount
acceptable to Lender.  Lender shall be named on the policy under a Lender's Loss
Payable  Endorsement  and  Standard  Mortgage  Clause  Endorsement  (in  forms
acceptable  to  Lender).
5.3     FLOOD  HAZARD  INSURANCE.  A  policy  of flood insurance, as required by
        ------------------------
applicable  governmental  regulations.
5.4     LIABILITY  INSURANCE.  A  policy  of  comprehensive  general  liability
        --------------------
insurance  with  limits  as  required  by Lender, insuring against liability for
injury and/or death to any person and/or damage to any property occurring on the
Property  and/or  in  the  Improvements  from  any  cause  whatsoever.
5.5     GENERAL.  Borrower shall provide to Lender the originals of all required
        -------
insurance  policies,  or  other evidence of insurance acceptable to Lender.  All
insurance  policies  shall provide that the insurance shall not be cancelable or
materially changed without ten (10) days prior written notice to Lender.  Lender
shall  be  named under a Lender's Loss Payable Endorsement and Standard Mortgage
Clause  Endorsement  (in  forms  acceptable to Lender) on all insurance policies
which Borrower actually maintains with respect to the Property and Improvements.
Borrower shall provide to Lender evidence of any other insurance Lender may deem
necessary  at  any  time  during  the  Loan.
                  ARTICLE 6.     REPRESENTATIONS AND WARRANTIES
As  a  material  inducement  to  Lender's  entry  into  this Agreement, Borrower
represents  and  warrants  to  Lender  as  of  the Effective Date and continuing
thereafter  that:
6.1     AUTHORITY/ENFORCEABILITY.  Borrower  is  in compliance with all laws and
        ------------------------
regulations  applicable  to  its  organization,  existence  and  transaction  of
business and has all necessary rights and powers to own, develop and operate the
Property  and Improvements as contemplated by the Loan Documents, the failure of
which would or could reasonably be expected to have a material adverse affect on
the  Property  or  Borrower's  business.
6.2     BINDING  OBLIGATIONS.  Borrower  is  authorized  to execute, deliver and
        --------------------
perform  its obligations under the Loan Documents, and such obligations shall be
valid  and  binding  obligations  of  Borrower.
6.3     FORMATION  AND  ORGANIZATIONAL  DOCUMENTS.  Borrower  has  delivered  to
        -----------------------------------------
Lender  all formation and organizational documents of Borrower, of the partners,
joint  venturers  or  members  of Borrower, if any, and of all guarantors of the
Loan, if any, and all such formation and organizational documents remain in full
force and effect and have not been amended or modified since they were delivered
to  Lender.  Borrower  shall  immediately  provide  Lender  with  copies  of any
amendments  or  modifications  of  the  formation  or  organizational documents.
6.4     NO VIOLATION.  Borrower's execution, delivery, and performance under the
        ------------
Loan  Documents  do  not:  (a)  require  any  consent or approval not heretofore
obtained  under  any  partnership  agreement,  operating  agreement, articles of
incorporation,  bylaws  or  other  document;  (b)  violate  any  governmental
requirement  applicable  to  the Property and Improvements or any other statute,
law, regulation or ordinance or any order or ruling of any court or governmental
entity;  (c)  conflict  with,  or  constitute  a breach or default or permit the
acceleration  of  obligations  under  any  agreement,  contract, lease, or other
document  by which the Borrower is or the Property and Improvements are bound or
regulated;  or  (d)  violate  any  statute, law, regulation or ordinance, or any
order  of  any  court  or  governmental  entity.
6.5     COMPLIANCE  WITH  LAWS.  Borrower  has,  and  at  all  times  shall have
        ----------------------
obtained,  (a)  all  permits,  licenses,  exemptions, and approvals necessary to
construct,  occupy,  operate and market the Property and Improvements, and shall
maintain  compliance  with  all  governmental  requirements  applicable  to  the
Property  and  Improvements  and  (b)  all  other  applicable  statutes,  laws,
regulations  and  ordinances  necessary for the transaction of its business, the
failure  of  which  would  or  could  reasonably  be expected to have a material
adverse  affect  on  the  Property  or  Borrower's  business.
6.6     LITIGATION.  Except  as  disclosed to Lender in writing, Borrower has no
        ----------
knowledge  of any claims, actions, suits, or proceedings pending, or threatened,
against  Borrower  or  affecting  the  Property  or  Improvements that would, if
adversely  determined,  have  a  material  adverse  affect  on  the  Property or
Borrower's  ability  to  pay  and  perform  its  obligations  herein.
6.7     FINANCIAL  CONDITION.  All  financial  statements  and  information
        --------------------
heretofore  and  hereafter  delivered  to Lender by Borrower, including, without
        -
limitation,  information  relating  to  the financial condition of Borrower, the
Property,  the  Improvements,  the  partners,  joint  venturers  or  members  of
Borrower,  and/or  any  Guarantor, fairly and accurately represent the financial
condition  of  the  subject  thereof  and  have  been  prepared (except as noted
therein)  in  accordance  with  generally  accepted  accounting  principles
consistently  applied as of the respective dates thereof.  Borrower acknowledges
and  agrees that Lender may request and obtain additional information from third
parties  regarding  any  of  the  above,  including,  without limitation, credit
reports.
6.8     NO  MATERIAL  ADVERSE CHANGE.  There has been no material adverse change
        ----------------------------
in  the  financial condition of Borrower and/or Guarantor since the dates of the
latest  financial  statements  furnished  to  Lender  and,  except  as otherwise
disclosed  to  Lender  in  writing,  Borrower  has not entered into any material
transaction  which  is  not  disclosed  in  such  financial  statements.
6.9     LOAN  PROCEEDS  AND  ADEQUACY.  The  undisbursed Loan proceeds, together
        -----------------------------
with  Borrower's Funds and all other sums, if any, to be provided by Borrower as
shown  in  Exhibit C, are sufficient to construct the Improvements in accordance
           ---------
with  the  terms  and  conditions  of  this  Agreement.
6.10     ACCURACY.  All  reports,  documents, instruments, information and forms
         --------
of  evidence delivered by Borrower to Lender concerning the Loan or security for
the  Loan  or  required  by  the  Loan  Documents  are  accurate,  correct  and
sufficiently  complete  to  give  Lender  true  and  accurate knowledge of their
subject  matter,  and  do  not  contain  any  misrepresentation  or  omission.
6.11     TAX  LIABILITY.  Borrower has filed all required federal, state, county
         --------------
and  municipal  tax  returns  and  has  paid  all taxes and assessments owed and
payable,  and  Borrower has no knowledge of any basis for any additional payment
with  respect  to  any  such  taxes  and  assessments.
6.12     UTILITIES.  All  utility  services, including, without limitation, gas,
         ---------
water,  sewage,  electrical  and  telephone,  necessary  for the development and
occupancy  of  the  Property  and  Improvements  are  available at or within the
boundaries  of the Property, or Borrower has taken all steps necessary to assure
that  all  such  services will be available upon completion of the Improvements.
6.13     COMPLIANCE.  Borrower  shall  comply  in all material respects with all
         ----------
governmental  requirements  for the development of the Property and construction
of the Improvements and will conform to and comply in all material respects with
all  governmental  requirements  and  the  Plans  and  Specifications.
6.14     AMERICANS  WITH DISABILITIES ACT COMPLIANCE.  The Improvements shall be
         -------------------------------------------
constructed  and  completed, and thereafter maintained, in strict accordance and
full  compliance with all of the requirements of the Americans with Disabilities
Act,  of  July  26, 1990, Pub. L. No. 101-336, 104 Stat. 327, 42 U.S.C.   12101,
et. seq., and with 23 Tex. Rev. Civ. Stat. Ann., art. 9102 ("Texas Architectural
Barriers  Act"),  as  each  may be amended from time to time.  Borrower shall be
responsible  for  all ADA and Texas Architectural Barriers Act compliance costs.
6.15     BUSINESS  LOAN.  The  Loan is a business loan transaction in the stated
         --------------
amount  solely  for the purpose of carrying on the business of Borrower and none
of  the  proceeds  of  the  Loan  will  be  used  for  the  personal,  family or
agricultural  purposes  of  the  Borrower.
                       ARTICLE 7.     HAZARDOUS MATERIALS
7.1     SPECIAL REPRESENTATIONS AND WARRANTIES.  Without in any way limiting the
        --------------------------------------
other  representations  and  warranties  set  forth in this Agreement, and after
reasonable  investigation  and  inquiry  but  subject  to  the  findings  in the
environmental  reports  provided to Lender, Borrower hereby specially represents
and  warrants  to  the  best  of  Borrower's  knowledge  as  of the date of this
Agreement  as  follows:
(a)     HAZARDOUS MATERIALS.  The Property and Improvements are not and have not
        -------------------
been  a  site for the use, generation, manufacture, storage, treatment, release,
threatened  release, discharge, disposal, transportation or presence of any oil,
flammable  explosives,  asbestos,  urea  formaldehyde  insulation,  radioactive
materials,  hazardous  wastes,  toxic  or  contaminated  substances  or  similar
materials,  including,  without  limitation, any substances which are "hazardous
substances,"  "hazardous  wastes,"  "hazardous  materials,"  "toxic substances,"
"wastes,"  "regulated  substances,"  "industrial  solid wastes," or "pollutants"
under  the Hazardous Materials Laws, as described below, and/or other applicable
environmental  laws,  ordinances  and  regulations (collectively, the "Hazardous
Materials").  "Hazardous  Materials"  shall  not include commercially reasonable
amounts  of  such  materials  used  in  the  ordinary course of operation of the
Property  which  are used and stored in accordance with all applicable Hazardous
Materials  Laws.
(b)     HAZARDOUS  MATERIALS  LAWS.  The  Property  and  Improvements  are  in
        --------------------------
compliance  with  all  laws,  ordinances  and  regulations relating to Hazardous
Materials  ("Hazardous  Materials  Laws"),  including,  without limitation:  the
Clean  Air  Act,  as  amended, 42 U.S.C. Section 7401 et seq.; the Federal Water
                                                      -- ---
Pollution  Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource
                                                           -- ---
Conservation  and  Recovery  Act  of 1976, as amended, 42 U.S.C. Section 6901 et
                                                                              --
seq.;  the Comprehensive Environment Response, Compensation and Liability Act of
1980,  as amended (including the Superfund Amendments and Reauthorization Act of
1986,  "CERCLA"),  42  U.S.C. Section 9601 et seq.; the Toxic Substances Control
                                           -- ---
Act,  as  amended,  15  U.S.C. Section 2601 et seq.; the Occupational Safety and
                                            -- ---
Health  Act,  as  amended,  29  U.S.C.  Section  651, the Emergency Planning and
Community  Right-to-Know  Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine
                                                               -- ---
Safety  and  Health  Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the
                                                                    -- ---
Safe  Drinking  Water  Act,  as amended, 42 U.S.C. Section 300f et seq.; and all
                                                                -- ---
comparable  state  and  local  laws,  laws  of other jurisdictions or orders and
regulations  (including,  without  limitation,  the  Texas Water Code, the Texas
Health  &  Safety  Code  and  the  Texas  Solid  Waste  Disposal  Act).
(c)     HAZARDOUS  MATERIALS CLAIMS.  There are no claims or actions ("Hazardous
        ---------------------------
Materials  Claims")  pending  or  threatened  against  Borrower, the Property or
Improvements  by  any  governmental  entity  or agency or by any other person or
entity  relating  to  Hazardous Materials or pursuant to the Hazardous Materials
Laws.
7.2     HAZARDOUS  MATERIALS  COVENANTS.  Borrower  agrees  as  follows:
        -------------------------------
(a)     NO  HAZARDOUS  ACTIVITIES.  Borrower  shall  not  cause  or  permit  the
        -------------------------
Property  or  Improvements  to  be  used  as  a  site  for  the use, generation,
manufacture, storage, treatment, release, discharge, disposal, transportation or
presence  of  any  Hazardous  Materials.
(b)     COMPLIANCE.  Borrower  shall  comply  and  cause  the  Property  and
        ----------
Improvements  to  comply  with  all  Hazardous  Materials  Laws.
        --
(c)     NOTICES.  Borrower  shall  immediately notify Lender in writing of:  (i)
        -------
the  discovery  of  any  Hazardous Materials on, under or about the Property and
Improvements;  (ii) any knowledge by Borrower that the Property and Improvements
do  not  comply  with  any  Hazardous  Materials  Laws;  and (iii) any Hazardous
Materials  Claims.
(d)     REMEDIAL ACTION.  In response to the presence of any Hazardous Materials
        ---------------
on,  under  or  about  the  Property or Improvements, Borrower shall immediately
take,  at Borrower's sole expense, all remedial action required by any Hazardous
Materials  Laws  or  any  judgment,  consent decree, settlement or compromise in
respect  to  any  Hazardous  Materials  Claims.
7.3     INSPECTION BY LENDER.  Upon reasonable prior notice to Borrower, Lender,
        --------------------
its  employees  and  agents,  may from time to time (whether before or after the
commencement  of  a  nonjudicial  or  judicial foreclosure proceeding) enter and
inspect  the  Property  and  Improvements  for  the  purpose  of determining the
existence,  location,  nature  and  magnitude  of any past or present release or
threatened  release  of  any Hazardous Materials into, onto, beneath or from the
Property  and  Improvements.
7.4     HAZARDOUS  MATERIALS  INDEMNITY.  BORROWER  HEREBY  AGREES  TO  DEFEND,
        -------------------------------
INDEMNIFY  AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
SUCCESSORS  AND  ASSIGNS  FROM  AND  AGAINST  ANY  AND  ALL  LOSSES,  DAMAGES,
LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES
(INCLUDING,  WITHOUT  LIMITATION, ATTORNEYS' FEES AND EXPENSES) WHICH LENDER MAY
INCUR  AS  A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE,
STORAGE,  DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS
MATERIALS  IN,  ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS.  BORROWER SHALL
IMMEDIATELY  PAY  TO  LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY,
TOGETHER  WITH  INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE
RATE  OF  INTEREST  APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE.  BORROWER'S
DUTY  AND  OBLIGATIONS  TO  DEFEND,  INDEMNIFY  AND  HOLD  HARMLESS LENDER SHALL
SURVIVE:  (I) THE CANCELLATION OF THE NOTE AND THE RELEASE OR PARTIAL RELEASE OF
THE  DEED OF TRUST; (II) ANY JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED
OF  TRUST,  OR  TRANSFER  OF  THE  PROPERTY  IN  LIEU  THEREOF;  AND  (III)  THE
SATISFACTION  OF  ALL  OF  BORROWER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS.  THE
FOREGOING INDEMNIFICATION OBLIGATION AND OTHER OBLIGATIONS OF BORROWER CONTAINED
IN THIS SECTION 7.2 SHALL NOT BE APPLICABLE TO NOR SHALL BORROWER BE RESPONSIBLE
FOR  THE PRESENCE OF HAZARDOUS MATERIALS OR VIOLATION OF ANY HAZARDOUS MATERIALS
LAWS  FIRST  OCCURRING  AFTER  ANY  FORECLOSURE,  DEED  IN  LIEU OF FORECLOSURE,
LENDER'S  APPOINTMENT  OF  A  RECEIVER  OR ANY OTHER ACTION WHICH RESULTS IN THE
DISPOSSESSION  OF  BORROWER  FROM  THE  PROPERTY PURSUANT TO THE LOAN DOCUMENTS.
                        ARTICLE 8.     SET ASIDE LETTERS
8.1     SET  ASIDE LETTERS.  If, at Borrower's request, Lender issues any letter
        ------------------
or  letters  ("Set  Aside  Letter")  to  any  governmental agency ("Obligee") or
bonding  company  ("Surety") whereby Lender agrees to allocate Loan proceeds for
the construction of off-site, common area, or other improvements required by any
governmental  agency  or  for  which  bonds  may  be required ("Bonded Work") in
connection  with the development of the Property, Borrower represents, warrants,
covenants  and  agrees  as  follows:
(a)     The  sum  which Borrower requests Lender to allocate for the Bonded Work
shall  be  sufficient  to  pay  for  the construction and completion cost of the
Bonded  Work in accordance with any agreement between Borrower and Obligee and a
copy  of such agreement shall be furnished to Lender by Borrower prior to and as
a  condition  precedent  to  the  issuance  by  Lender  of any Set Aside Letter;
(b)     Lender  is irrevocably and unconditionally authorized to disburse to the
Obligee  or  Surety  all  or  any portion of said allocated Loan proceeds upon a
demand  of  such  Surety  or  Obligee  made  in  accordance  with  the terms and
conditions  of  the  Set  Aside  Letter;
(c)     Any  disbursements or payments which Lender makes or may be obligated to
make  under  any Set Aside Letter, whether made directly to the Surety, Obligee,
or to others for completion of all or part of the Bonded Work, shall be deemed a
disbursement  under this Agreement to or for the benefit or account of Borrower;
(d)     BORROWER  SHALL  DEFEND,  INDEMNIFY  AND  HOLD  HARMLESS LENDER FROM ANY
CLAIM,  DEMAND,  CAUSE  OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT
LIMITATION,  ANY  COURT COSTS AND ATTORNEYS' FEES AND EXPENSES, WHICH LENDER MAY
SUFFER  OR  INCUR  AS  A  DIRECT  OR  INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR
COMPLIANCE  WITH  ANY  REQUESTED  SET  ASIDE  LETTER.  BORROWER  SHALL  PAY  ANY
INDEBTEDNESS  ARISING  UNDER THIS INDEMNITY TO LENDER IMMEDIATELY UPON DEMAND OF
LENDER.  BORROWER'S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER HEREUNDER
SHALL  SURVIVE  THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL
RELEASE  OF  THE  DEED  OF  TRUST  OR  OTHER  LOAN  DOCUMENTS;
(e)     Lender  shall  have  no obligation to release any collateral or security
under  the  Loan Documents unless and until Lender has received a full and final
written  release  of  its  obligations  under  each  Set  Aside  Letter;  and
                      ARTICLE 9.     COVENANTS OF BORROWER
9.1     EXPENSES.  Borrower  shall  immediately pay Lender upon demand all costs
        --------
and expenses incurred by Lender in connection with:  (a) the preparation of this
Agreement,  all other Loan Documents contemplated hereby; (b) the administration
of  this  Agreement,  the other Loan Documents and for the term of the Loan; and
(c)  the  enforcement or satisfaction by Lender of any of Borrower's obligations
under  this  Agreement,  the  other  Loan  Documents.  For  all purposes of this
Agreement,  Lender's  costs  and expenses shall include, without limitation, all
appraisal  fees, cost engineering and inspection fees, reasonable legal fees and
expenses,  accounting fees, environmental consultant fees, auditor fees, and the
cost  to  Lender  of  any  title  insurance premiums, title surveys, release and
notary  fees.  Borrower  recognizes and agrees that formal written appraisals of
the  Property  and  Improvements  by  a  licensed  independent  appraiser may be
required  by  Lender's  internal  procedures and/or federal regulatory reporting
requirements  on  an annual and/or specialized basis and that Lender may, at its
option,  require  inspection  of the Property and Improvements by an independent
supervising  architect  and/or  cost  engineering specialist:  (i) prior to each
advance;  (ii)  at  least once each month during the course of construction even
though  no  disbursement  is to be made for that month; (iii) upon completion of
the  Improvements;  and  (iv)  at least semi-annually thereafter.  If any of the
services  described  above are provided by an employee of Lender, Lender's costs
and  expenses  for such services shall be calculated in accordance with Lender's
standard  charge  for  such  services.
9.2     ERISA  COMPLIANCE.  Borrower  shall  at  all  times  comply  with  the
        -----------------
provisions  of  ERISA  with  respect to any retirement or other employee benefit
        -
plan  to  which  it  is  a  party  as  employer.
9.3     LEASING.  Borrower shall use commercially reasonable efforts to maintain
        -------
all  leasable  space  in  the Property leased at no less than fair market rental
rates.
9.4     APPROVAL  OF  LEASES.  All  leases  of  all  or any material part of the
        --------------------
Property  and Improvements shall: (a) be upon terms and with tenants approved by
Lender  prior  to  Borrower's  execution  of  any  such  lease;  and (b) include
estoppel,  subordination,  attornment  and  mortgagee  protection  provisions
satisfactory  to  Lender.  All  standard  lease forms and any material deviation
from any form, shall be approved by Lender prior to execution of any lease using
such  form.
9.5     INTENTIONALLY  OMITTED.
9.6     SUBDIVISION  MAPS.  Except  for  the final plat previously submitted to,
        -----------------
and approved by, Lender, prior to recording any final map, plat, parcel map, lot
line adjustment or other subdivision map of any kind covering any portion of the
Property  (collectively,  "Subdivision  Map"),  Borrower  shall  submit  such
Subdivision Map to Lender for Lender's review and approval, which approval shall
not  be  unreasonably  withheld.  Within  ten  (10) Business Days after Lender's
receipt of such Subdivision Map, Lender shall provide Borrower written notice if
Lender  disapproves  of  said  Subdivision  Map.  Lender shall be deemed to have
approved the Subdivision Map if such notice is not provided to Borrower.  Within
five  (5)  Business  Days  after  Lender's  request,  Borrower  shall  execute,
acknowledge  and  deliver  to  Lender  such  amendments to the Loan Documents as
Lender  may reasonably require to reflect the change in the legal description of
the  Property  resulting  from  the  recordation  of  any  Subdivision  Map.  In
connection  with  and  promptly  after the recordation of any amendment or other
modification  to  the Deed of Trust recorded in connection with such amendments,
Borrower  shall  deliver  to  Lender,  at  Borrower's  sole  expense,  a  title
endorsement  to  the  Title  Policy in form and substance satisfactory to Lender
insuring the continued first priority lien of the Deed of Trust.  Subject to the
execution and delivery by Borrower of any documents required under this Section,
Lender  shall, if required by applicable law, sign any Subdivision Map approved,
or  deemed  to  be  approved,  by  Lender  pursuant  to  this  Section.
9.7     OPINION  OF  LEGAL  COUNSEL.  At  closing,  Borrower  shall  provide, at
        ---------------------------
Borrower's expense, an opinion of legal counsel in form and content satisfactory
to  Lender  and  its  counsel.
9.8     FURTHER  ASSURANCES.  Upon  Lender's request and at Borrower's sole cost
        -------------------
and  expense,  Borrower  shall  execute,  acknowledge  and  deliver  any  other
instruments  and  perform  any  other  acts  necessary,  desirable or proper, as
determined  by Lender, to carry out the purposes of this Agreement and the other
Loan  Documents  or  to  perfect  and  preserve  any  liens  created by the Loan
Documents.
9.9     ASSIGNMENT.  Without the prior written consent of Lender, Borrower shall
        ----------
not assign Borrower's interest under any of the Loan Documents, or in any monies
due  or  to become due thereunder, and any assignment without such consent shall
be  void.  In this regard, Borrower acknowledges that Lender would not make this
Loan except in reliance on Borrower's expertise, reputation, prior experience in
developing  and  constructing  commercial  real  property, Lender's knowledge of
Borrower,  and  Lender's understanding that this Agreement is more in the nature
of  an  agreement  involving personal services than a standard loan where Lender
would  rely  on  security  which  already  exists.
9.10     MANAGEMENT  OF  PROPERTY.  Other  than  the  Development Agreement with
         ------------------------
Billingsly  Development  Corporation previously submitted to Lender, without the
prior  written  consent  of  Lender, Borrower shall not enter into any agreement
providing  for  the  management,  leasing  or  operation  of  the  Property  or
Improvements.
                       ARTICLE 10.     REPORTING COVENANTS
10.1     FINANCIAL  INFORMATION.  Borrower  shall  deliver  to  Lender, all such
         ----------------------
financial  information  and  reports as are required to be delivered pursuant to
the  Master  Loan  Agreement.
10.2     BOOKS  AND  RECORDS.  Borrower shall maintain or cause to be maintained
         -------------------
complete  books  of  account and other records for the Property and Improvements
and  for  disbursement and use of the proceeds of the Loan and Borrower's Funds,
and  the  same  shall  be  available  for  inspection and copying by Lender upon
reasonable  prior  notice.
                      ARTICLE 11.     DEFAULTS AND REMEDIES
11.1     DEFAULT.  The  occurrence  of  any  one  or more of the following shall
         -------
constitute  an  event  of default ("Default") under this Agreement and the other
Loan  Documents:
(a)     MONETARY.  (i)  Borrower's  failure  to  pay  when  due  any  principal,
        --------
interest or fees, or any part thereof under the Note, and such failure continues
for  one  (1)  Business  Day  after notice thereof by Lender; or (ii) Borrower's
failure  to  pay  any other sums payable under the Note or any of the other Loan
Documents  or  Borrower's  failure  to  deposit any Borrower's Funds as and when
required  under  this  Agreement  and  any  such  failure continues for five (5)
Business  Days  after  notice  thereof;  or
(b)     PERFORMANCE OF AGREEMENT OBLIGATIONS.  Borrower's failure to perform any
        ------------------------------------
obligation in addition to those in Section 11.1(a) above under this Agreement or
the  Loan  Documents and such failure continues for a period of twenty-five days
after  notice  thereof  to  Borrower  by Lender, provided that if cure cannot be
completed  in  such  period  so long as cure is being diligently prosecuted, the
cure  period  shall  be  extended  to a maximum of no more than ninety (90) days
following  the  occurrence  of  the  default;  or
(c)     DEFAULT  UNDER  MASTER  LOAN  AGREEMENT.  The occurrence of an "Event of
        ---------------------------------------
Default"  as  defined  in  the  Master  Loan  Agreement;  or
(d)     CONSTRUCTION;  USE.  (i)  There is any material deviation in the work of
        ------------------
construction  from  the Plans and Specifications or governmental requirements or
the  appearance or use of defective workmanship or materials in constructing the
Improvements,  and  Borrower  fails  to remedy the same to Lender's satisfaction
within  ten  (10)  days  of Lender's written demand to do so; or (ii) there is a
cessation  of  construction  of  the  Improvements  prior  to  completion  for a
continuous  period  of more than fifteen (15) days (except as caused by an event
of  force majeure for which a longer delay may be permitted under Article 4); or
(iii) the construction, sale or leasing of any of the Improvements in accordance
with  the  Loan  Documents  is  prohibited, enjoined or delayed for a continuous
period of more than thirty (30) days; or (iv) utilities or other public services
necessary  for  the  full  occupancy  and  utilization  of  the  Property  and
Improvements  are  curtailed  for  a  continuous period of more than thirty (30)
days;  or
(e)     LIENS,  ATTACHMENT;  CONDEMNATION.  (i)  The  recording  of  any  lien
        ---------------------------------
affidavit  against the Property or Improvements or the giving to Borrower of any
notice of unpaid claims for work, material or specially fabricated items or of a
contractual  retainage  claim  relating  to the Property or Improvements and the
continuance  of  such  lien  claim  or notice without discharge, satisfaction or
provision  for payment being made by Borrower in a manner satisfactory to Lender
within  twenty  (20)  days  after  such recording or receipt by Borrower of such
notice or within ten (10) calendar days of Lender's written demand to cure same,
whichever  occurs  first; or (ii) the condemnation, seizure or appropriation of,
or  occurrence  of an uninsured casualty with respect to any material portion of
the  Property  or  Improvements; or (iii) the sequestration or attachment of, or
any  levy  or  execution  upon  any  of  the Property or Improvements, any other
collateral  provided  by Borrower under any of the Loan Documents, any monies in
the  Account  or  in the Borrower's Funds Account, or any substantial portion of
the other assets of Borrower, which sequestration, attachment, levy or execution
is  not  released, expunged or dismissed prior to the earlier of forty-five (45)
days  or  the  sale  of  the  assets  affected  thereby;  or
(f)     REPRESENTATIONS  AND  WARRANTIES.  (i) The failure of any representation
        --------------------------------
or  warranty  of  Borrower  in any of the Loan Documents and the continuation of
such  failure  for more than ten (10) days after written notice to Borrower from
Lender  requesting that Borrower cure such failure; or (ii) any material adverse
change  in  the financial condition of Borrower or any other person or entity in
any  manner  obligated  to  Lender  under  the Loan Documents from the financial
condition  represented  to Lender as of the Effective Date, the failure of which
would  or  could reasonably be expected to have a material adverse affect on the
Property  or  Borrower's  business;  or
(g)     VOLUNTARY  BANKRUPTCY;  INSOLVENCY;  DISSOLUTION.  (i)  The  filing of a
        ------------------------------------------------
petition  by  Borrower  for relief under the Bankruptcy Code, or under any other
present  or  future state or federal law regarding bankruptcy, reorganization or
other  debtor  relief  law;  (ii)  the  filing  of  any pleading or an answer by
Borrower in any involuntary proceeding under the Bankruptcy Code or other debtor
relief law which admits the jurisdiction of the court or the petition's material
allegations  regarding  Borrower's  insolvency;  (iii)  a  general assignment by
Borrower  for  the  benefit  of creditors; or (iv) Borrower applying for, or the
appointment  of, a receiver, trustee, custodian or liquidator of Borrower or any
of  its  property;  or
(h)     INVOLUNTARY  BANKRUPTCY.  The  failure  of  Borrower  to  effect  a full
        -----------------------
dismissal  of  any  involuntary  petition under the Bankruptcy Code or under any
other  debtor  relief law that is filed against Borrower or in any way restrains
or  limits  Borrower  or  Lender  regarding  the  Loan,  the  Property  or  the
Improvements,  prior  to  the  earlier  of the entry of any court order granting
relief  sought  in  such involuntary petition, or forty-five (45) days after the
date  of  filing  of  such  involuntary  petition;  or
(i)     LOSS  OF PRIORITY.  The failure at any time of the Deed of Trust to be a
        -----------------
valid  first  lien  upon  the  Property and Improvements or any portion thereof,
other  than  as  a result of any release or partial release of the Deed of Trust
with  respect to all or any portion of the Property and Improvements pursuant to
the  terms  and  conditions  of  this  Agreement;  or
(j)     HAZARDOUS  MATERIALS.  The  discovery  of  any  significant  Hazardous
        --------------------
Materials  in,  on  or  about  the  Property  or  Improvements subsequent to the
Effective  Date.  Any  such  Hazardous Materials shall be "significant" for this
purpose  if  said  Hazardous  Materials,  in  Lender's  sole  discretion, have a
materially  adverse  impact  on  the  value of the Property and Improvements; or
Notwithstanding  the  foregoing, the occurrence of an Event of Default described
in Section 11.1(e)(ii) by reason of a condemnation shall not automatically cause
   -------------------
a  default  under  the Master Loan Agreement so long as either the Loan is fully
paid to Lender or, if Lender shall agree in its sole discretion, the Property is
restored to a condition of sufficient use and value to serve as security for the
Loan.
11.2     ACCELERATION  UPON  DEFAULT;  REMEDIES.  Upon the occurrence and during
         --------------------------------------
continuance of any Default specified in this Article 11, Lender may, at its sole
option,  declare all sums owing to Lender under the Note, this Agreement and the
other  Loan  Documents  immediately  due  and  payable.  Upon such acceleration,
Lender may, in addition to all other remedies permitted under this Agreement and
the other Loan Documents and at law or equity, apply any sums in the Account and
Borrower's  Funds Account to the sums owing under the Loan Documents and any and
all  obligations  of  Lender  to fund further disbursements under the Loan shall
terminate.
11.3     DISBURSEMENTS  TO  THIRD  PARTIES.  Upon  the  occurrence  and  during
         ---------------------------------
continuance  of  a  Default  occasioned  by Borrower's failure to pay money to a
third party as required by this Agreement, Lender may but shall not be obligated
to make such payment from the Loan proceeds, Borrower's Funds, or other funds of
Lender.  If  such  payment  is made from proceeds of the Loan or from Borrower's
Funds,  Borrower  shall immediately deposit with Lender, upon written demand, an
amount  equal  to  such  payment.  If such payment is made from funds of Lender,
Borrower  shall  immediately repay such funds upon written demand of Lender.  In
either case, the Default with respect to which any such payment has been made by
Lender  shall  not  be deemed cured until such deposit or repayment (as the case
may  be)  has  been  made  by  Borrower  to  Lender.
11.4     LENDER'S  COMPLETION  OF  CONSTRUCTION.  Upon the occurrence and during
         --------------------------------------
continuance of a Default, Lender may, upon five (5) days prior written notice to
Borrower, and with or without legal process, take possession of the Property and
Improvements,  remove  Borrower  and  all  agents,  employees and contractors of
Borrower  from  the Property and Improvements, complete the work of construction
and  market,  operate  and  sell or lease the Property and/or Improvements.  For
this  purpose,  Borrower  irrevocably  appoints  Lender as its attorney-in-fact,
which  agency  is coupled with an interest.  As attorney-in-fact, Lender may, in
Borrower's  name,  take  or omit to take any action Lender may deem appropriate,
including,  without  limitation,  exercising  Borrower's  rights  under the Loan
Documents  and  all  contracts  concerning  the  Property  and/or  Improvements.
11.5     LENDER'S  CESSATION  OF CONSTRUCTION.  If Lender determines at any time
         ------------------------------------
that the Improvements are not being constructed in accordance with the Plans and
Specifications  and  all  governmental  requirements  in  all material respects,
Lender  may  immediately  cause  all  construction  to  cease  on  any  of  the
Improvements  affected  by  the  condition  of  nonconformance.  Borrower  shall
thereafter  not  allow  any construction work, other than corrective work, to be
performed on any of the Improvements affected by the condition of nonconformance
until  such  time  as Lender notifies Borrower in writing that the nonconforming
condition  has  been  corrected.
11.6     REPAYMENT  OF  FUNDS  ADVANCED.  Any  funds  expended  by Lender in the
         ------------------------------
exercise  of  its  rights  or  remedies  under this Agreement and the other Loan
Documents  shall be payable to Lender upon demand, together with interest at the
rate  applicable  to  the  principal balance of the Note from the date the funds
were  expended.
11.7     RIGHTS  CUMULATIVE,  NO  WAIVER.  All  Lender's  rights  and  remedies
         -------------------------------
provided  in  this  Agreement  and the other Loan Documents, together with those
granted  by  law  or at equity, are cumulative and may be exercised by Lender at
any  time.  Lender's exercise of any right or remedy shall not constitute a cure
of  any  Default  unless  all sums then due and payable to Lender under the Loan
Documents are repaid and Borrower has cured all other Defaults.  No waiver shall
be implied from any failure of Lender to take, or any delay by Lender in taking,
action  concerning any Default or failure of condition under the Loan Documents,
or  from  any  previous waiver of any similar or unrelated Default or failure of
condition.  Any  waiver  or  approval under any of the Loan Documents must be in
writing  and  shall  be  limited  to  its  specific  terms.
                    ARTICLE 12.     MISCELLANEOUS PROVISIONS
12.1     INDEMNITY.  BORROWER  HEREBY  AGREES  TO  DEFEND,  INDEMNIFY  AND  HOLD
         ---------
HARMLESS  LENDER,  ITS  DIRECTORS,  OFFICERS,  EMPLOYEES, AGENTS, SUCCESSORS AND
ASSIGNS  FROM  AND  AGAINST  ANY  AND  ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS,
ACTIONS,  JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A
DIRECT  OR  INDIRECT  CONSEQUENCE OF:  (A) THE PURPOSE TO WHICH BORROWER APPLIES
THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND
WHEN  REQUIRED  BY  THIS  AGREEMENT  OR  ANY  OF  THE OTHER LOAN DOCUMENTS AFTER
EXPIRATION  OF  APPLICABLE  CURE  PERIODS; (C) ANY FAILURE AT ANY TIME OF ANY OF
BORROWER'S  REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT IN ANY MATERIAL
RESPECT;  OR  (D) ANY ACT OR OMISSION BY BORROWER, CONSTITUENT PARTNER OR MEMBER
OF  BORROWER,  ANY  CONTRACTOR,  SUBCONTRACTOR  OR  MATERIAL SUPPLIER, ENGINEER,
ARCHITECT  OR  OTHER  PERSON  OR  ENTITY  WITH RESPECT TO ANY OF THE PROPERTY OR
IMPROVEMENTS.  BORROWER  SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS
OWING  UNDER  THIS  INDEMNITY,  TOGETHER  WITH  INTEREST  FROM  THE  DATE  THE
INDEBTEDNESS  ARISES  UNTIL  PAID  AT  THE  RATE  OF  INTEREST APPLICABLE TO THE
PRINCIPAL  BALANCE  OF  THE  NOTE.  BORROWER'S  DUTY  AND OBLIGATIONS TO DEFEND,
INDEMNIFY  AND  HOLD  HARMLESS LENDER SHALL SURVIVE CANCELLATION OF THE NOTE AND
THE  RELEASE  OR  PARTIAL  RELEASE  OF  THE  DEED  OF  TRUST.  The  foregoing
indemnification  obligation  shall not apply to any matter first occurring after
any foreclosure, deed in lieu of foreclosure, Lender's appointment of a receiver
or  any  other  action  which  results in the dispossession of Borrower from the
Property  pursuant  to  the  Loan  Documents.
12.2     FORM  OF  DOCUMENTS.  The  form  and  substance  of  all  documents,
         -------------------
instruments,  and forms of evidence to be delivered to Lender under the terms of
         -
this  Agreement and any of the other Loan Documents shall be subject to Lender's
approval  and  shall  not  be  modified, superseded or terminated in any respect
without  Lender's  prior  written  approval.
12.3     NO  THIRD  PARTIES BENEFITED.  No person other than Lender and Borrower
         ----------------------------
and  their permitted successors and assigns shall have any right of action under
any  of  the  Loan  Documents.
12.4     NOTICES.  All  notices,  demands,  or  other  communications under this
         -------
Agreement  and  the  other  Loan  Documents  shall  be  in  writing and shall be
delivered  to  the  appropriate  party at the address set forth on the signature
page  of  this  Agreement  and as specified in Exhibit D (subject to change from
                                               ---------
time  to  time  by  written notice to all other parties to this Agreement).  All
communications  shall be deemed served upon delivery of same, or if mailed, upon
the  first  to  occur  of  receipt or the expiration of three (3) days after the
deposit  in the United States Postal Service mail, postage prepaid and addressed
to  the  address  of  Borrower  or  Lender  at  the address specified; provided,
                                                                       --------
however,  that  non-receipt  of any communication as the result of any change of
address  of  which  the  sending  party  was  not notified or as the result of a
refusal  to  accept  delivery  shall  be  deemed  receipt of such communication.
12.5     ATTORNEY-IN-FACT.  Borrower  hereby irrevocably appoints and authorizes
         ----------------
Lender,  as  Borrower's  attorney-in-fact,  which  agency  is  coupled  with  an
interest,  to  execute and/or record in Lender's or Borrower's name any notices,
instruments  or  documents  that  Lender  deems  appropriate to protect Lender's
interest  under  any  of  the  Loan  Documents.
12.6     ACTIONS.  Upon and during the continuance of a Default, Borrower agrees
         -------
that  Lender,  in  exercising  the  rights,  duties  or liabilities of Lender or
Borrower  under the Loan Documents, may commence, appear in or defend any action
or  proceeding  purporting to affect the Property, the Improvements, or the Loan
Documents  and  Borrower  shall immediately reimburse Lender upon demand for all
such  expenses  so  incurred  or  paid by Lender, including, without limitation,
reasonable  attorneys'  fees  and  expenses  and  court  costs.
12.7     RIGHT  OF  CONTEST.  Borrower may contest in good faith any claim, tax,
         ------------------
demand,  levy  or  assessment  by  any  person  other  than  Lender  which would
constitute  a  Default  if:  (a)  Borrower  pursues the contest diligently, in a
manner which Lender determines is not prejudicial to Lender, and does not impair
the  rights of Lender under any of the Loan Documents; and (b) Borrower deposits
with  Lender  any  funds  or other forms of assurance which Lender in good faith
determines from time to time appropriate to protect Lender from the consequences
of  the  contest  being  unsuccessful.  Borrower's  compliance with this Section
shall  operate to prevent such claim, demand, levy or assessment from becoming a
Default.
12.8     RELATIONSHIP OF PARTIES.  The relationship of Borrower and Lender under
         -----------------------
the  Loan  Documents  is, and shall at all times remain, solely that of borrower
and lender, and Lender neither undertakes nor assumes any responsibility or duty
to  Borrower or to any third party with respect to the Property or Improvements,
except  as  expressly  provided  in this Agreement and the other Loan Documents.
12.9     DELAY  OUTSIDE LENDER'S CONTROL.  Lender shall not be liable in any way
         -------------------------------
to  Borrower  or  any  third  party  for Lender's failure to perform or delay in
performing  under the Loan Documents (and Lender may suspend or terminate all or
any portion of Lender's obligations under the Loan Documents) if such failure to
perform  or delay in performing results directly or indirectly from, or is based
upon,  the  action,  inaction, or purported action, of any governmental or local
authority, or because of war, rebellion, insurrection, strike, lock-out, boycott
or  blockade  (whether presently in effect, announced or in the sole judgment of
Lender  deemed  probable), or from any Act of God or other cause or event beyond
Lender's  control.
12.10     ATTORNEYS' FEES AND EXPENSES; ENFORCEMENT.  If any attorney is engaged
          -----------------------------------------
by Lender to enforce or defend any provision of this Agreement, any of the other
Loan  Documents,  or  as  a consequence of any Default under the Loan Documents,
with  or  without  the  filing of any legal action or proceeding, Borrower shall
immediately  pay to Lender, upon demand, the amount of all reasonable attorneys'
fees  and  expenses  and  all  costs incurred by Lender in connection therewith,
together  with  interest  thereon from the date of such demand until paid at the
rate  of  interest  applicable to the principal balance of the Note as specified
therein.
12.11     IMMEDIATELY  AVAILABLE FUNDS.  Unless otherwise expressly provided for
          ----------------------------
in  this  Agreement,  all amounts payable by Borrower to Lender shall be payable
only  in  United  States  currency,  immediately  available  funds.
12.12     LENDER'S  CONSENT.  Wherever  in this Agreement there is a requirement
          -----------------
for Lender's consent and/or a document to be provided or an action taken "to the
satisfaction  of  Lender",  it  is  understood  by such phrase that Lender shall
exercise  its  consent,  right  or  judgment  in  a  reasonable manner given the
specific  facts  and  circumstance  applicable  at  the  time.
12.13     LOAN  SALES  AND  PARTICIPATIONS; DISCLOSURE OF INFORMATION.  Borrower
          -----------------------------------------------------------
agrees  that  Lender  may  elect,  at  any  time,  to  sell,  assign  or  grant
participations  in  all  or  any portion of its rights and obligations under the
Loan  Documents,  and  that any such sale, assignment or participation may be to
one or more financial institutions, private investors, and/or other entities, at
Lender's  sole  discretion ("Participant").  Borrower further agrees that Lender
may  disseminate  to  any  such actual or potential purchaser(s), assignee(s) or
participant(s) all documents and information (including, without limitation, all
financial  information)  which  has been or is hereafter provided to or known to
Lender  with respect to:  (a) the Property and Improvements and their operation;
(b)  any  party  connected  with  the  Loan  (including, without limitation, the
Borrower;  and/or  (c) any lending relationship other than the Loan which Lender
may have with any party connected with the Loan.  In the event of any such sale,
assignment  or  participation,  Lender and the parties to such transaction shall
share in the rights and obligations of Lender as set forth in the Loan Documents
only  as  and to the extent they agree among themselves.  In connection with any
such  sale,  assignment  or participation, Borrower further agrees that the Loan
Documents  shall  be  sufficient evidence of the obligations of Borrower to each
purchaser,  assignee,  or  participant.  The  indemnity  obligations of Borrower
under  the  Loan  Documents  shall  also  apply  with  respect to any purchaser,
assignee  or  participant.
(a)     SALE  OF  PARTICIPATIONS.  Notwithstanding  any  other provision of this
        ------------------------
Agreement  to  the contrary, Lender shall not sell, transfer, or assign the Loan
or the Loan Documents, nor grant any participations therein, to any entity other
than  a  subsidiary,  parent  or  affiliate  of  Lender.
(b)     SALE  OF  PARTICIPATIONS.  Notwithstanding  any  other provision of this
        ------------------------
Agreement  to  the  contrary,  Lender  shall not sell, transfer, assign or grant
participations  in  the  Loan  or  the  Loan Documents unless Lender remains the
principal  or  "lead"  lender  therefor.
12.14     INTENTIONALLY  OMITTED.
12.15     SIGNS.  At  Lender's  cost,  Lender  may  place  on  the Property at a
          -----
location  designated  by  Borrower  or  Contractor,  in  compliance  with  deed
restrictions,  reasonable  signs  standard  to  construction  loan  transactions
stating  that  construction  financing is being provided by Lender and any other
lenders  or  participants  in  the  Loan.
12.16     LENDER'S  AGENTS.  Lender  may  designate  an  agent  or  independent
          ----------------
contractor  to  exercise  any of Lender's rights under this Agreement and any of
the  other Loan Documents.  Any reference to Lender in any of the Loan Documents
shall  include  Lender's agents, employees or independent contractors.  Borrower
shall  pay  the costs of such agent or independent contractor either directly to
such  person  or  to  Lender  in  reimbursement  of  such  costs, as applicable.
12.17     TAX SERVICE.  Lender is authorized to secure, at Borrower's expense, a
          -----------
tax  service  contract  with  a  third  party  vendor  which  shall  provide tax
information  on  the  Property  and  Improvements  satisfactory  to  Lender.
12.18     WAIVER OF RIGHT TO TRIAL BY JURY.  EACH PARTY TO THIS AGREEMENT HEREBY
          --------------------------------
EXPRESSLY  WAIVES  ANY  RIGHT  TO  TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE  OF  ACTION  (A)  ARISING  UNDER  THE  LOAN  DOCUMENTS, INCLUDING, WITHOUT
LIMITATION,  ANY  PRESENT  OR  FUTURE  MODIFICATION  THEREOF  OR  (B) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR
ANY  OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH,  OR  THE  TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
SUCH  CLAIM,  DEMAND,  ACTION  OR  CAUSE  OF ACTION IS NOW EXISTING OR HEREAFTER
ARISING,  AND  WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART  OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT  OF  THE  PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE
HAVE  TO  TRIAL  BY  JURY.
12.19     SEVERABILITY.  If any provision or obligation under this Agreement and
          ------------
the  other  Loan  Documents  shall  be  determined  by  a  court  of  competent
jurisdiction  to  be  invalid, illegal or unenforceable, that provision shall be
deemed  severed  from  the  Loan  Documents  and  the  validity,  legality  and
enforceability  of  the remaining provisions or obligations shall remain in full
force  as though the invalid, illegal, or unenforceable provision had never been
a part of the Loan Documents, provided, however, that if the rate of interest or
                              --------  -------
any  other  amount  payable  under  the Note or this Agreement or any other Loan
Document,  or the right of collectibility therefor, are declared to be or become
invalid,  illegal  or unenforceable, Lender's obligations to make advances under
the  Loan  Documents  shall  not  be  enforceable  by  Borrower.
12.20     HEIRS, SUCCESSORS AND ASSIGNS.  Except as otherwise expressly provided
          -----------------------------
under  the  terms  and  conditions  of  this  Agreement,  the  terms of the Loan
Documents  shall  bind  and  inure  to  the benefit of the heirs, successors and
assigns  of  the  parties.
12.21     TIME.  Time  is  of  the  essence  of  each  and  every  term  of this
          ----
Agreement.
12.22     HEADINGS.  All  article,  section  or other headings appearing in this
          --------
Agreement  and  any of the other Loan Documents are for convenience of reference
only  and shall be disregarded in construing this Agreement and any of the other
Loan  Documents.
12.23     GOVERNING LAW.  This Agreement shall be governed by, and construed and
          -------------
enforced in accordance with the laws of the State of Texas, except to the extent
preempted  by federal laws.  Borrower and all persons and entities in any manner
obligated  to Lender under the Loan Documents consent to the jurisdiction of any
federal  or  state  court within the State of Texas having proper venue and also
consent  to  service of process by any means authorized by Texas or federal law.
12.24     INTEREST  PROVISIONS.
          --------------------
(a)     Savings  Clause.  It is expressly stipulated and agreed to be the intent
        ---------------
of Borrower and Lender at all times to comply strictly with the applicable Texas
law  governing the maximum rate or amount of interest payable on the Note or the
Related Indebtedness (or applicable United States federal law to the extent that
it  permits  Lender  to contract for, charge, take, reserve or receive a greater
amount  of  interest  than  under  Texas  law).  If  the  applicable law is ever
judicially  interpreted  so as to render usurious any amount (i) contracted for,
charged, taken, reserved or received pursuant to the Note, any of the other Loan
Documents  or  any  other  communication  or  writing by or between Borrower and
Lender related to the transaction or transactions that are the subject matter of
the  Loan  Documents,  (ii)  contracted  for,  charged  or received by reason of
Lender's  exercise  of  the option to accelerate the maturity of the Note and/or
the  Related  Indebtedness, or (iii) Borrower will have paid or Lender will have
received  by  reason  of any voluntary prepayment by Borrower of the Note and/or
the Related Indebtedness, then it is Borrower's and Lender's express intent that
all  amounts charged in excess of the Maximum Lawful Rate shall be automatically
canceled,  ab  initio,  and  all  amounts  in  excess of the Maximum Lawful Rate
           ----------
theretofore  collected  by  Lender shall be credited on the principal balance of
the  Note  and/or  the  Related  Indebtedness  (or,  if the Note and all Related
Indebtedness  have been or would thereby be paid in full, refunded to Borrower),
and  the  provisions  of  the  Note  and the other Loan Documents immediately be
deemed  reformed and the amounts thereafter collectible hereunder and thereunder
reduced,  without  the  necessity of the execution of any new document, so as to
comply  with the applicable law, but so as to permit the recovery of the fullest
amount  otherwise called for hereunder and thereunder; provided, however, if the
Note  has  been paid in full before the end of the stated term of the Note, then
Borrower  and  Lender  agree that Lender shall, with reasonable promptness after
Lender  discovers  or  is  advised  by Borrower that interest was received in an
amount  in excess of the Maximum Lawful Rate, either refund such excess interest
to  Borrower  and/or  credit  such  excess  interest against the Note and/or any
Related  Indebtedness  then owing by Borrower to Lender.  Borrower hereby agrees
that  as  a  condition  precedent  to  any claim seeking usury penalties against
Lender,  Borrower  will  provide  written  notice  to Lender, advising Lender in
reasonable  detail  of  the nature and amount of the violation, and Lender shall
have sixty (60) days after receipt of such notice in which to correct such usury
violation,  if  any,  by  either  refunding  such excess interest to Borrower or
crediting  such excess interest against the Note and/or the Related Indebtedness
then  owing by Borrower to Lender.  All sums contracted for, charged or received
by  Lender  for  the  use, forbearance or detention of any debt evidenced by the
Note  and/or  the  Related  Indebtedness  shall,  to  the  extent  permitted  by
applicable  law,  be amortized or spread, using the actuarial method, throughout
the  stated  term of the Note and/or the Related Indebtedness (including any and
all  renewal  and  extension  periods) until payment in full so that the rate or
amount  of  interest on account of the Note and/or the Related Indebtedness does
not exceed the Maximum Lawful Rate from time to time in effect and applicable to
the Note and/or the Related Indebtedness for so long as debt is outstanding.  In
no  event  shall  the provisions of Chapter 346 of the Texas Finance Code (which
regulates  certain  revolving  credit  loan  accounts  and  revolving  triparty
accounts)  apply  to  the Note and/or the Related Indebtedness.  Notwithstanding
anything to the contrary contained herein or in any of the other Loan Documents,
it  is  not  the  intention of Lender to accelerate the maturity of any interest
that  has  not  accrued  at the time of such acceleration or to collect unearned
interest  at  the  time  of  such  acceleration.
(b)     Definitions.  As  used herein, the term "Maximum Lawful Rate" shall mean
        -----------                              -------------------
the maximum lawful rate of interest which may be contracted for, charged, taken,
received  or  reserved  by  Lender in accordance with the applicable laws of the
State  of  Texas  (or applicable United States federal law to the extent that it
permits  Lender  to  contract  for,  charge,  take, receive or reserve a greater
amount  of  interest  than under Texas law), taking into account all Charges (as
herein  defined)  made  in connection with the transaction evidenced by the Note
and the other Loan Documents.  As used herein, the term "Charges" shall mean all
                                                         -------
fees, charges and/or any other things of value, if any, contracted for, charged,
received,  taken  or  reserved  by  Lender  in  connection with the transactions
relating to the Note and the other Loan Documents, which are treated as interest
under  applicable  law.  As  used  herein, the term "Related Indebtedness" shall
                                                     --------------------
mean any and all debt paid or payable by Borrower to Lender pursuant to the Loan
Documents  or  any  other  communication  or  writing by or between Borrower and
Lender related to the transaction or transactions that are the subject matter of
the  Loan  Documents,  except  such  debt  which  has been paid or is payable by
Borrower  to  Lender  under  the  Note.
(c)     Ceiling  Election.  To  the extent that Lender is relying on Chapter 303
        -----------------
of  the  Texas  Finance Code to determine the Maximum Lawful Rate payable on the
Note  and/or  the  Related  Indebtedness, Lender will utilize the weekly ceiling
from time to time in effect as provided in such Chapter 303, as amended.  To the
extent  United  States federal law permits Lender to contract for, charge, take,
receive  or  reserve  a  greater amount of interest than under Texas law, Lender
will  rely  on  United  States  federal  law instead of such Chapter 303 for the
purpose  of  determining  the  Maximum Lawful Rate.  Additionally, to the extent
permitted  by  applicable  law  now  or  hereafter in effect, Lender may, at its
option  and  from  time  to  time,  utilize any other method of establishing the
Maximum  Lawful  Rate  under  such  Chapter 303 or under other applicable law by
giving  notice,  if  required,  to Borrower as provided by applicable law now or
hereafter  in  effect.
12.25     JOINT  AND  SEVERAL  LIABILITY.  The  liability  of  all  persons  and
          ------------------------------
entities  obligated  in  any  manner  under  this  Agreement and any of the Loan
Documents  shall  be  joint  and  several.
12.26     COUNTERPARTS.  To  facilitate  execution,  this  instrument  may  be
          ------------
executed in as many counterparts as may be convenient or required.  It shall not
be  necessary  that  the  signature of, or on behalf of, each party, or that the
signature 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 instrument to produce or account for
more  than  a  single counterpart containing the respective signatures of, or on
behalf  of,  each  of the parties hereto.  Any signature page to any counterpart
may  be detached from such counterpart without impairing the legal effect of the
signatures  thereon  and  thereafter  attached  to another counterpart identical
thereto  except  having  attached  to  it  additional  signature  pages.
12.27     INTEGRATION;  INTERPRETATION.  THIS  LOAN AGREEMENT AND THE OTHER LOAN
          ----------------------------
DOCUMENTS  REPRESENT  THE  FINAL  AGREEMENT  BETWEEN  THE PARTIES AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL
AGREEMENTS  OF  THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.  THIS  INSTRUMENT  MAY  BE  AMENDED  ONLY  BY  AN INSTRUMENT IN WRITING
EXECUTED  BY  THE PARTIES HERETO.  ANY REFERENCE IN ANY OF THE LOAN DOCUMENTS TO
THE  PROPERTY  OR  IMPROVEMENTS SHALL INCLUDE ALL OR ANY PART OF THE PROPERTY OR
IMPROVEMENTS.  ANY  REFERENCE  TO  THE  LOAN  DOCUMENTS INCLUDES ANY AMENDMENTS,
RENEWALS  OR  EXTENSIONS  NOW  OR  HEREAFTER  APPROVED  BY  LENDER  IN  WRITING.
12.28     ARBITRATION.
          -----------
(a)     ARBITRATION.  Upon  the  demand  of  any  party,  any  dispute  shall be
        -----------
resolved  by  binding  arbitration  (except  as  set forth in Paragraph 12.28(e)
below)  in  accordance with the terms of this Agreement.  A "Dispute" shall mean
any  action,  dispute,  claim or controversy of any kind, whether in contract or
tort,  statutory  or  common  law, legal or equitable, now existing or hereafter
arising under or in connection with, or in any way pertaining to, this Agreement
and  each  other  document,  contract  and  instrument required hereby or now or
hereafter  delivered  to  Lender in connection herewith, or any past, present or
future extensions of credit and other activities, transactions or obligations of
any  kind  related  directly  or  indirectly  to any of the foregoing documents,
including  without  limitation,  any of the foregoing arising in connection with
the  exercise  of  any self-help, ancillary or other remedies pursuant to any of
the foregoing documents. Any party may by summary proceedings bring an action in
court  to  compel  arbitration  of  a Dispute. Any party who fails or refuses to
submit  to  arbitration  following a lawful demand by any other party shall bear
all costs and expenses incurred by such other party in compelling arbitration of
any  Dispute.
(b)     GOVERNING  RULES.  Arbitration  proceedings shall be administered by the
        ----------------
American  Arbitration  Association  ("AAA")  or  such other administrator as the
parties  shall  mutually  agree  upon  in  accordance  with  the  AAA Commercial
Arbitration  Rules.  All  Disputes submitted to arbitration shall be resolved in
accordance with the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding  any conflicting choice of law provision in any of the foregoing
documents. The arbitration shall be conducted in Dallas, Texas.  If there is any
inconsistency  between  the  terms  hereof  and  any  such  rules, the terms and
procedures  set  forth  herein  shall  control.  All  statutes  of  limitation
applicable  to  any  Dispute  shall  apply  to  any arbitration proceeding.  All
discovery  activities shall be expressly limited to matters directly relevant to
the Dispute being arbitrated. Judgment upon any award rendered in an arbitration
may  be entered in any court having jurisdiction; provided however, that nothing
contained  herein  shall be deemed to be a waiver by any party that is a bank of
the protections afforded to it under Section 91 of Title 12 of the United States
Code  or  any  similar  applicable  state  law.
(c)     NO  WAIVER;  PROVISIONAL  REMEDIES,  SELF-HELP  AND  FORECLOSURE.  No
        ----------------------------------------------------------------
provision  hereof  shall  limit  the  right  of  any party to exercise self-help
remedies  such  as  setoff,  foreclosure against or sale of any real or personal
property collateral or security, or to obtain provisional or ancillary remedies,
including  without  limitation,  injunctive  relief,  sequestration, attachment,
garnishment  or  the  appointment  of  a  receiver  from  a  court  of competent
jurisdiction  before,  after  or during the pendency of any arbitration or other
proceeding.  The  exercise  of  any such remedy shall not waive the right of any
party  to  compel  arbitration  hereunder.
(d)     ARBITRATOR  QUALIFICATIONS  AND  POWERS;  AWARDS.  Arbitrators  must  be
        ------------------------------------------------
active  members  of  the  Texas  State Bar with expertise in the substantive law
applicable  to  the subject matter of the Dispute.  Arbitrators are empowered to
resolve  Disputes  by  summary rulings in response to motions filed prior to the
final  arbitration  hearing.  Arbitrators  (i)  shall  resolve  all  Disputes in
accordance  with  the  substantive law of the State of Texas, (ii) may grant any
remedy  or relief that a court of the State of Texas could order or grant within
the scope hereof and such ancillary relief as is necessary to make effective any
award,  and  (iii) shall have the power to award recovery of all costs and fees,
to impose sanctions and to take such other actions as they deem necessary to the
same  extent a judge could pursuant to the Federal Rules of Civil Procedure, the
Texas  Rules  of  Civil Procedure or other applicable law.  Any Dispute in which
the  amount  in  controversy  is $5,000,000 or less shall be decided by a single
arbitrator  who  shall not render an award of greater than $5,000,000 (including
damages,  costs, fees and expenses).  By submission to a single arbitrator, each
party  expressly waives any right or claim to recover more than $5,000,000.  Any
Dispute  in  which the amount in controversy exceeds $5,000,000 shall be decided
by  majority  vote  of  a panel of three arbitrators; provided however, that all
three  arbitrators  must actively participate in all hearings and deliberations.
(e)     JUDICIAL  REVIEW.  Notwithstanding  anything  herein to the contrary, in
        ----------------
any  arbitration  in  which  the  amount in controversy exceeds $25,000,000, the
arbitrators  shall  be  required  to make specific, written findings of fact and
conclusions of law.  In such arbitrations (i) the arbitrators shall not have the
power  to make any award which is not supported by substantial evidence or which
is  based  on  legal  error, (ii) an award shall not be binding upon the parties
unless  the  findings  of  fact  are  supported  by substantial evidence and the
conclusions  of  law are not erroneous under the substantive law of the State of
Texas,  and  (iii) the parties shall have in addition to the grounds referred to
in  the  Federal  Arbitration Act for vacating, modifying or correcting an award
the right to judicial review of (1) whether the findings of fact rendered by the
arbitrators  are  supported  by  substantial  evidence,  and  (2)  whether  the
conclusions  of  law  are  erroneous  under  the substantive law of the State of
Texas.  Judgment confirming an award in such a proceeding may be entered only if
a  court determines the award is supported by substantial evidence and not based
on  legal  error  under  the  substantive  law  of  the  State  of  Texas.
(f)     MISCELLANEOUS.  To  the  maximum  extent  practicable,  the  AAA,  the
        -------------
arbitrators  and  the  parties  shall  take  all action required to conclude any
arbitration  proceeding  within  180  days of the filing of the Dispute with the
AAA.  No arbitrator or other party to an arbitration proceeding may disclose the
existence,  content or results thereof, except for disclosures of information by
a  party  required  in the ordinary course of its business, by applicable law or
regulation,  or  to  the extent necessary to exercise any judicial review rights
set  forth  herein. If more than one agreement for arbitration by or between the
parties  potentially  applies  to  a  Dispute,  the  arbitration  provision most
directly related to the foregoing documents or the subject matter of the Dispute
shall control. If any provision of this Agreement shall be held to be prohibited
by  or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of  such  provision  or  any  remaining  provisions  of  this  Agreement.  This
arbitration  provision shall survive termination, amendment or expiration of any
of  the  foregoing  documents  or  any  relationship  between  the  parties.
IN  WITNESS  WHEREOF, Borrower and Lender have executed this Agreement as of the
date  appearing  on  the  first  page  of  this  Agreement.
"LENDER"

WELLS  FARGO  BANK  TEXAS,
NATIONAL  ASSOCIATION



By:/s/ Austin D. Nettle
     Name: Austin D. Nettle
     Title: Vice President


Lender's  Address:
WELLS  FARGO  BANK  TEXAS,
NATIONAL  ASSOCIATION
1445  Ross  Avenue
Dallas,  TX  75265

Attention:  Austin  Nettle
                                      "BORROWER"
     PIZZA  INN,  INC.,
     a  Missouri  corporation


     By:/s/Ronald. W. Parker
     Name: Ronald W. Parker
     Title:President

     Borrower's  Address:
     -------------------
     5050  Quorum,  Suite  500
     Dallas,  TX  75240
NOTICE  OF  INDEMNIFICATION:
---------------------------
BORROWER  HEREBY  ACKNOWLEDGES  AND  AGREES THAT THIS AGREEMENT CONTAINS CERTAIN
INDEMNIFICATION  PROVISIONS  PURSUANT  TO  SECTIONS 7.4, 8.1(D) AND 12.1 HEREOF.
Attention:  Ronald  Parker


<PAGE>
                       EXHIBIT A - DESCRIPTION OF PROPERTY
Exhibit  A  to  CONSTRUCTION LOAN AGREEMENT between PIZZA, INN, INC., a Missouri
----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
--
"Lender",  dated  as  of  December  28,  2000.
All  that certain real property located in the County of Denton, State of Texas,
described  as  follows:
BEING a 10.983 acre tract of land situated in the T.A. West Survey, Abstract No.
1344  and  being  part of a 135.0201 acre tract of land recorded in Volume 2548,
Page  775  Deed  Records  of  Denton  County,  Texas and being more particularly
described  by  metes  and  bounds  as  follows:

COMMENCING  at  a point for the northwest corner of aforementioned 135.0201 acre
tract  at  the  south  line  of  Plano  Parkway  (a  100  foot  Right-of-Way);

THENCE  along  the  south  line  of Plano Parkway and a curve to the right for a
central angle of 29 degrees 23 minutes 46 seconds, a radius of 950.00 feet and a
chord  bearing  of  South  75  degrees  44 minutes 17 seconds East, 482.08 feet;

THENCE  along said curve to the right and the south line of Plano Parkway for an
arc  distance  of  487.41  feet  to  a   inch  iron  rod  found for the point of
beginning;

THENCE  along  the  south  line  of Plano Parkway and a curve to the right for a
central angle of 10 degrees 45 minutes 50 seconds, a radius of 950.00 feet and a
chord  bearing  of  South  55  degrees  39 minutes 29 seconds East, 178.21 feet;

THENCE  along  said curve to the right of the south line of Plano Parkway for an
arc  distance of 178.47 feet to a   inch iron rod set for a reverse curve to the
left  with  a  central  angle  of  15  degrees 22 minutes 41 seconds a radius of
1050.00 feet and a chord bearing of South 57 degrees 57 minutes 56 seconds East,
280.97  feet;

THENCE  along  said curve to the left and the south line of Plano Parkway for an
arc  distance  of  281.82  feet  to  a   inch  iron  rod  set  for  corner;

THENCE South 00 degrees 23 minutes 40 seconds East, a distance of 931.31 feet to
a   inch  iron  rod  set  for  corner;

THENCE South 89 degrees 22 minutes 46 seconds West, a distance of 450.00 feet to
a   inch  iron  rod  set  for  corner;

THENCE  North  00 degrees 23 minutes 40 seconds West, a distance of 1067.26 feet
to  a   inch  iron  rod  found  for  corner;

THENCE North 28 degrees 57 minutes 36 seconds East, a distance of 135.43 feet to
the  POINT  OF  BEGINNING  and  CONTAINING  10.983  acres  of  land.


<PAGE>
                              EXHIBIT B - DOCUMENTS
Exhibit  B  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
---
"Lender",  dated  as  of  December  28,  2000  ("Agreement").
1.     Loan  Documents.  The  documents  listed below, numbered 1.1 through 1.8,
       ---------------
inclusive,  and  amendments,  modifications  and  supplements thereto which have
received  the  prior  written  consent  of  Lender,  together with any documents
executed in the future that are approved by Lender and that recite that they are
"Loan  Documents"  for  purposes  of this Agreement are collectively referred to
herein  as  the  Loan  Documents.
1.1     This  Agreement.
1.2     The  Promissory  Note  of  even  date herewith in the original principal
amount  of  the  Loan  made  by  Borrower  payable  to  the  order  of  Lender.
1.3     The  Construction  Deed  of Trust with Absolute Assignment of Leases and
Rents,  Security  Agreement and Fixture Filing of even date herewith executed by
Borrower, as Grantor, to Danny Oliver, as Trustee, for the benefit of Lender, as
Beneficiary.
1.4     State  of  Texas  Uniform  Commercial  Code - Financing Statement - Form
UCC-1  executed  by  Borrower  as  Debtor  and  Lender  as  Secured  Party.
1.5     Corporate  Borrowing  Resolution  of  even  date  herewith.
1.6     Assignment  of Construction Agreements of even date herewith executed by
Borrower  and  Contractor  in  favor  of  Lender:
1.7     Assignment  of  Architectural Agreements and Plans and Specifications of
even  date  herewith  executed  by  Borrower, Architect and Engineer in favor of
Lender.
1.8     Assignment  of  Development  Agreement.

<PAGE>
                   EXHIBIT C - FINANCIAL REQUIREMENT ANALYSIS
Exhibit  C  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
---
"Lender",  dated  as  of  December  28,  2000.
The  Financial  Requirement  Analysis set forth herein represents an analysis of
the  total  costs  necessary  in  Borrower's  estimation  to  perform Borrower's
obligations  under  the  Loan  Documents.  Column  A,  "Total Costs", sets forth
Borrower's representation of the maximum costs for each Item specified in Column
A.  Column  B, "Costs Paid By Borrower", sets forth Borrower's representation of
costs  that  Borrower  has  paid  or has caused to be paid from other sources of
funds  for  each  Item  specified  in  Column B.  Column C, "Costs To Be Paid By
Borrower",  sets forth Borrower's representation of costs that Borrower will pay
or  will cause to be paid from other sources of funds for each Item specified in
Column  C.  Column  D, "Disbursement Budget", sets forth the portion of the Loan
and  Borrower's Funds which has been allocated for each Item specified in Column
D  and  will  be  disbursed  pursuant  to  the  terms, covenants, conditions and
provisions  of  Exhibit  D  of  this  Agreement  and the Loan Documents.  Unless
                ----------
specified  otherwise,  all reference to Columns or Items in this Agreement refer
to  Columns  or  Items  in  this  Exhibit  C.
                                  ----------

<TABLE>
<CAPTION>



BORROWER                                              (A) TOTAL      (B) COSTS PAID  (C) COSTS TO BE    (D) DISBURSEMENT
                                                         COSTS        BY BORROWER    PAID BY BORROWER     BUDGET (A) (B)


<S>       <C>                                         <C>              <C>                <C>                 <C>
1. . . .  Land Costs                                  $     1,872,392  $       1,872,392                   0  $        0
2. . . .  Construction Costs Of Improvements                8,217,685                  0  $           92,685  $8,125,000
3. . . .  Tenant Improvement ($/square foot)                        0                  0                   0  $        0
4. . . .  Site Work Costs                                     467,492                  0             467,492  $        0
5. . . .  Offsite Costs                                             0                  0                   0  $        0
6. . . .  Architect & Engineering                             256,200            112,700             143,500  $        0
7. . . .  Government Fees
          (permits, bonds, etc.)                               30,034                  0              30,034  $        0
8. . . .  Operating costs                                           0                  0                   0  $        0
          during construction (job
          supervision, utilities, etc.)
9. . . .  Contingency (% of #'s 2-5)                          188,000                  0             188,000  $        0
10 . . .  Other:
          a. Landscaping                                      200,000                  0             200,000  $        0
          b.                                                        0                  0                   0  $        0
          c.                                                        0                  0                   0  $        0
11 . . .  TOTAL HARD COSTS (Lines 2 - 10)             $     9,359,411  $         112,700  $        1,121,711  $8,125,000
12 . . .  Interest during Loan (mo)                           388,194                  0             388,194  $        0
13 . . .  Taxes during Loan                                    30,392                  0              30,392  $        0
14 . . .  Insurance During Loan                                     0                  0                   0  $        0
15 . . .  Lender Loan Fee                                           0                  0                   0  $        0
16 . . .  Permanent Loan Fee                                        0                  0                   0  $        0
17 . . .  Title\Recording\Escrow                                    0                  0                   0  $        0
18 . . .  Legal Fees                                            5,000                  0               5,000  $        0
19 . . .  Promotion & Advertising                               5,000                  0               5,000  $        0
20 . . .  Commission Expense                                        0                  0                   0  $        0
21 . . .  Organization Expenses (Developer Overhead)          267,456             38,000             229,456  $        0
22 . . .  Contingency (Soft Costs)                                  0                  0                   0  $        0
23 . . .  Other:
          a.                                                        0                  0                   0  $        0
          b.                                                        0                  0                   0  $        0
24 . . .  TOTAL SOFT COSTS (Lines 12 -23)             $       696,042  $          38,000  $          658,042  $        0
25 . . .  CUMULATIVE TOTALS (Lines 1, 11, 24)         $    11,927,845  $       2,023,092  $        1,779,753  $8,125,000

</TABLE>





<PAGE>
                          EXHIBIT D - DISBURSEMENT PLAN
Exhibit  D  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
---
"Lender",  dated  as  of  December  28,  2000.
Timing  of  Disbursement.  Unless  another provision of this Agreement specifies
------------------------
otherwise,  on  or  about  the tenth  (10th) day of each month, or at such other
times as Lender may approve or determine more appropriate, Borrower shall submit
to:

1.     Wells  Fargo  Bank,  National  Association
Disbursement  and  Operations  Center
2120  East  Park  Place,  Suite  100
El  Segundo,  CA  90245
Attention:  DISBURSEMENT  REPRESENTATIVE  HERE
Wells  Fargo  Bank,  National  Association
Disbursement  and  Operations  Center
2120  East  Park  Place,  Suite  100
El  Segundo,  CA  90245
Attention:  DISBURSEMENT  REPRESENTATIVE  HERE






a  written  itemized  statement,  signed by Borrower ("Application for Payment")
setting  forth:
1.1     a  description  of  the  work  performed, material supplied and/or costs
incurred  or  due  for  which disbursement is requested with respect to any line
item  ("Item")  shown  in  Column  D  ("Disbursement  Budget")  of the Financial
Requirement  Analysis  attached  as  Exhibit  C  to  this  Agreement;  and
                                     ----------
1.2     the  total amount incurred, expended and/or due for each requested Item
less  prior  disbursements.
1.3     Each  Application  for  Payment  by  Borrower  shall  constitute  a
representation  and warranty by Borrower that Borrower is in compliance with all
the  conditions  precedent  to  a  disbursement  specified  in  this  Agreement.
2.     Lender's  Right  to Condition Disbursements.  Lender shall have the right
       -------------------------------------------
to  condition  any  disbursement  upon  Lender's  receipt  and  approval  of the
following:
2.1     the  Application  for Payment and an itemized requisition for payment of
Item  2  shown  in  the  Disbursement  Budget  ("Hard  Costs");
2.2     bills,  invoices,  documents  of  title,  vouchers,  statements, payroll
records,  receipts and any other documents evidencing the total amount expended,
incurred  or  due  for  any  requested  Items;
2.3     evidence  of  Borrower's  use of a lien release, joint check and voucher
system  acceptable  to  Lender  for payments or disbursements to any contractor,
subcontractor,  materialman,  supplier  or  lien  claimant;
2.4     architect's,  inspector's  and/or  engineer's periodic certifications of
the  construction  that  has been completed and its conformance to the Plans and
Specifications  and  governmental  requirements based upon any such architect's,
inspector's  and/or engineer's periodic physical inspections of the Property and
Improvements;
2.5     waivers  and  releases  of  any mechanics' lien, equitable lien claim or
other  lien  claim  rights;
2.6     evidence  of  Borrower's  compliance with the provisions of the Articles
and  Sections  of  this  Agreement  entitled  CONSTRUCTION  and
                                              ------------
AUTHORITY/ENFORCEABILITY;
                       -
2.7     a  written  release  executed by any surety to whom Lender has issued or
will  issue  a  set-aside  letter  and/or any public entity or agency which is a
beneficiary  under  any  instrument  of credit or standby letter of credit which
Lender  has  issued  or  will  issue  with  respect  to  the  Loan;
2.8     valid,  recorded  Affidavit  of Commencement and Affidavit of Completion
for  the Improvements or any portions of the Improvements for which an Affidavit
of Commencement and Affidavit of Completion may be recorded under applicable law
and  within  the  applicable  time  as  herein  provided;
2.9     Certificate  of  Substantial Completion from the Architect and Engineer,
if  any, prior to the final retention disbursement of Hard Costs, as applicable;
2.10     any  other  document,  requirement, evidence or information that Lender
may  request  under  any  provision  of  the  Loan  Documents;
2.11     evidence that any goods, materials, supplies, fixtures or other work in
process  for  which  disbursement  is  requested have been incorporated into the
Improvements.
2.12     in the event any Application for Payment includes the cost of materials
stored  at  a  location  other  than  the  Property  ("Offsite Materials"), such
Application  for Payment shall include each of the following:  (a) evidence that
the Offsite Materials have been purchased by Borrower, have been segregated from
other  materials  in the facility and have been appropriately marked to indicate
Borrower's  ownership  thereof  and  Lender's security interest therein; and (b)
evidence  that  the Offsite Materials are insured as required by this Agreement;
and  (c)  at  Lender's request, a security agreement, financing statement and/or
subordination agreement in form and substance satisfactory to Lender executed by
the  supplier  of  the  Offsite  Materials,  and/or such other persons as Lender
determines  may  have an interest in or claim to the Offsite Materials, together
with  such  other additional documentation and evidence as Lender may reasonably
require  to  assure  itself  that  it has a perfected first priority lien on the
Offsite  Materials.
2.13     in  the  event  that  any  Application for Payment includes the cost of
materials  stored  on  the  Property  ("Onsite Materials"), such Application for
Payment  shall  include  each  of  the  following:  (a) evidence that the Onsite
Materials  have  been  purchased  by  Borrower;  (b)  evidence  that  the Onsite
Materials  are  insured  as required hereunder; and (c) evidence that the Onsite
Materials  are  stored in an area on the Property for which adequate security is
provided  against  theft  and  vandalism.
2.14     Lender  shall  have  received  a  Down-Date  Endorsement or other title
report  dated  within five (5) days of the requested disbursement from the Title
Company  showing  no  state of facts objectionable to Lender (including, without
limitation,  a showing that title to the Property is vested in Borrower and that
no  claim  for  mechanics'  or  materialmen's  liens  has been filed against the
Property  or  Improvements).
Borrower  acknowledges  that  this  approval  process may result in disbursement
delays  and  Borrower  hereby  consents  to  all  such  delays.
3.     Periodic Disbursement of Construction Costs.  As construction progresses,
       -------------------------------------------
the  Disbursement  Budget shall be periodically disbursed into the Account or to
or  for  the benefit or account of the Borrower for the Construction Costs up to
ninety  percent  (90%)  of the maximum amount allocated for such Item less prior
disbursements.  The remaining ten percent (10%) ("Retention") shall be disbursed
into  the  Account  or to or for the benefit or account of the Borrower upon the
later  to  occur  of  (i)  thirty (30) days after the filing of the Affidavit of
Completion  herein  contemplated  if  same  is  filed within ten (10) days after
completion  of construction of the Improvements in accordance with the Plans and
Specifications  and  governmental  requirements,  or  (ii)  if such Affidavit of
Completion is not filed within ten (10) days after completion of construction of
the  Improvements  in  accordance  with  the  Plans  and  Specifications  and
governmental  requirements, then upon the date that such Affidavit of Completion
has  been  filed and Lender has received the following endorsements to the Title
Policy  in  form  and  content  satisfactory to Lender:  a Down-Date Endorsement
pursuant  to  Procedural  Rule  P-9b(4)  and  other  endorsements  amending  the
mechanic's  and  materialmen's  lien  coverage  and, if applicable, deleting the
pending  disbursements  clause  pursuant  to  Procedural  Rule  P-8b(2).

<PAGE>
                      EXHIBIT E - AFFIDAVIT OF COMMENCEMENT
Exhibit  E  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
---
"Lender",  dated  as  of  ____________,  2000.
BEFORE  ME,  the  undersigned  authority,  on  this  day  personally  appeared
___________________________________,  the  _________________________________  of
PIZZA  INN,  INC.,  a  Missouri  corporation  ("Owner")  and
_____________________________________,  the
________________________________________  of  _______________________________
("Contractor"),  known  to me to be the persons (collectively, "Affiants") whose
names  are  subscribed below, and who, being by me first duly sworn, did each on
his  or  her  oath  state  as  follows:
2.     Owner.  The  name  and  address  of  Owner  are:
       -----
Pizza  Inn,  Inc.
5050  Quorum,  Suite  500
Dallas,  Texas  75240
---------------------

4.     Contractor.  The  name  and  address  of  Contractor  are:
       ----------





5.     Original  Contractors.  The  name and address of each original contractor
       ---------------------
(other  than Contractor) with Owner, presently known, after diligent inquiry, to
the  Affiants,  Owner or Contractor, that is furnishing, or will furnish, labor,
service,  or  materials  (including  specifically fabricated materials), for the
construction  of  the  Improvements,  and  the  nature of such labor, service or
materials  (including  specifically  fabricated  materials),  are  as  stated on
Exhibit  "B"  attached  hereto  and  incorporated  herein  by  reference for all
      ------
purposes.
      -
6.     Property.  Owner  is the owner of the real property (the "Land") situated
       --------
in  Denton  County,  Texas,  more  particularly  described  as  follows:
See  Exhibit  "A"  attached  hereto and incorporated herein by reference for all
     ------------
purposes.
7.     Commencement  Date.  Work,  as  contemplated  by  Texas  Property  Code
       ------------------                                -----  --------  ----
53.124(c)(4), on the Improvements actually commenced on _______________, 20__ at
approximately  ___________  o'clock  __.m.
8.     Improvements.  The  improvements  ("Improvements"),  which  are being, or
       ------------
will  be,  constructed  on  the  Land  are  generally described as single-family
detached  residences, constructed on the lot(s) or parcel(s) constituting all or
a  portion  of  the  Land.
9.     Affidavit.  This Affidavit of Commencement has been jointly made by Owner
       ---------
and  Contractor  by  and  through an authorized representative of each, the same
being  the  Affiants, and may be recorded by any person with the County Clerk of
the  county  in  which the Land is located, whereupon it shall be deemed to have
been  jointly  filed  by  Owner  and  Contractor.
DATED  this  ____  day  of  _____________,  2000.
AFFIANTS:
--------



Print  Name:               ,
who  is  an  authorized  representative  of  Owner

Print  Name:               ,
who  is  an  authorized  representative  of  Contractor
STATE  OF  TEXAS

COUNTY  OF
SUBSCRIBED  AND  SWORN BEFORE ME by ________________________________ on this the
_____  day  of  ______________,  2000.

[S  E  A  L]
My  Commission  Expires:     Notary  Public  -  State  of  Texas

          Printed  Name  of  Notary  Public


STATE  OF  TEXAS

COUNTY  OF
SUBSCRIBED  AND  SWORN BEFORE ME by ________________________________ on this the
_____  day  of  ______________,  2000.

[S  E  A  L]
My  Commission  Expires:     Notary  Public  -  State  of  Texas

          Printed  Name  of  Notary  Public


<PAGE>
                       EXHIBIT F - AFFIDAVIT OF COMPLETION
Exhibit  F  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
---
"Lender",  dated  as  of  ____________,  2000.
BEFORE  ME,  the  undersigned  authority,  on  this  day  personally  appeared
_____________________________________  ____________________________ ("Affiant"),
the ________________________ of PIZZA INN, INC. ("Owner"), known to me to be the
person  whose  name  is subscribed below, and who, being by me first duly sworn,
did  on  his  oath  state  as  follows:
1.     Owner.  The  name  and  address  of  Owner  are:
       -----
Pizza  Inn,  Inc.
5050  Quorum,  Suite  500
Dallas,  Texas  75240
---------------------

2.     Contractor.  The  name  and  address  of  Contractor  are:
        ----------





3.     Improvements.  Certain  improvements  ("Improvements")  were  furnished
        ------------
under  an  original  contract  ("Contract")  between Owner and Contractor, which
Improvements  are  generally  described  on  Exhibit  "B"  attached  hereto  and
                                             ------------
incorporated  herein  by  reference  for  all  purposes.
4.     Real  Property.  Owner  is  the  owner  of  the  real  property  ("Real
        --------------
Property")  situated  in  Denton  County,  Texas, on which the Improvements were
        -
constructed  and are located, which Real Property is more particularly described
as  follows:
See  Exhibit  "A"  attached  hereto and incorporated herein by reference for all
     ------------
purposes.
5.     Completion.  The  Improvements  under  the  Contract  between  Owner and
        ----------
Contractor  have  been  completed  within  the  meaning  of  Texas Property Code
                                                             ----- -------- ----
53.106(e), and the date of such completion was _________________, 19__ ("Date of
Completion").
6.     Affiant.  The  Affiant  is an authorized representative of Owner and has
        -------
been  duly authorized to execute this Affidavit of Completion and cause it to be
recorded  with  the  County  Clerk  of  the county in which the Real Property is
situated.
NOTICE:  A  CLAIMANT  MAY  NOT HAVE A LIEN ON RETAINED FUNDS UNLESS THE CLAIMANT
FILES  THE  AFFIDAVIT CLAIMING A LIEN NOT LATER THAN THE 30TH DAY AFTER THE DATE
OF  COMPLETION.
DATED  as  of  the  _____  day  of  __________________,  2000.
AFFIANT:
-------
Print  Name:     ,
who  is  an  authorized  representative  of  Owner
STATE  OF  TEXAS

COUNTY  OF
SUBSCRIBED  AND  SWORN BEFORE ME by ________________________________ on this the
_____  day  of  ______________,  2000.

[S  E  A  L]
My  Commission  Expires:     Notary  Public  -  State  of  Texas

          Printed  Name  of  Notary  Public
DALLAS_1\3422749\1
01/15/2001  -  4814-129
DALLAS_1\3422749\1
01/15/2001  -  4814-129