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                         JOINT VENTURE AGREEMENT
     Curtis  Mathes Marketing Corporation and CMLP Group, Ltd.,  referred
to in this Agreement as the "Joint Venturers," agree as follows:
     1.   Purpose  of  Joint Venture.  The parties voluntarily  associate
themselves together as joint venturers for the sole purpose of acquiring,
owning,  holding  for  investment, operating as a business,  constructing
improvements on, developing, subdividing, maintaining, operating, selling
or leasing certain real property described as being situated on Westgrove
Drive in Carrollton, Dallas County, Texas, more particularly described as
a  tract of land containing 3.214 acres, known as Lot 2, Block A  of  the
Beltwood  North-Trinity Addition, an Addition to the City of  Carrollton,
Dallas County, Texas (the "JV Property.")
     2.   Name of Joint Venture.  The name of the Joint Venture shall  be
"Westgrove Joint Venture" (the "Joint Venture.")
     3.   Term  of  Joint Venture.  This Joint Venture shall commence  on
January  20,  1997, and shall continue until the completion  of  all  the
purposes  for  which  the  joint venture was  formed,  as  set  forth  in
Paragraph  1 of this Agreement, unless it is terminated before that  date
by  mutual  agreement of the Joint Venturers or as otherwise provided  in
this Agreement.
     4.  Place of Business.  The principal place of business of the Joint
Venture shall be at 10911 Petal Street, Dallas, Dallas County, Texas, and
any  other  place or places that may be mutually agreed on by  the  Joint
Venturers.
     5.   Initial  Capital.  The initial capital of  this  Joint  Venture
shall  be  the  sum  of  $630,285.27, of which  CMLP  Group,  Ltd.  shall
contribute  $276,285.27  and  Curtis Mathes Marketing  Corporation  shall
contribute $354,000.
     6.   Withdrawal of Capital.  Neither Joint Venturer may withdraw any
portion  of the capital of the Joint Venture without the express  written
consent of the other Joint Venturer.
     7.   Profits and Losses.  Any net profits or losses that may  accrue
to  the  Joint  Venture shall be distributed to or  borne  by  the  Joint
Venturers  in the following proportions:  CMLP Group, Ltd., 43.835%;  and
Curtis Mathes Marketing Corporation, 56.165%.  The term "net profits"  as
used in this Agreement shall mean the net profits of the Joint Venture as
determined by generally accepted accounting principles.
     8.   Joint Venture Books.  At all times during the duration  of  the
Joint Venture, the Joint Venturers shall keep accurate books of the Joint
Venture's  accounts,  including all of its income, expenditures,  assets,
and liabilities.  These books shall be kept on a cash basis and shall  be
open to examination by either Joint Venturer at any time.
     9.  Election Out of Subchapter K.  The Joint Venture shall elect not
to be subject to Subchapter K of the Intenal Revenue Code.
     10.   Management and Authority.  CMLP Group, Ltd. ("Manager")  shall
have  the  right  of  management  of the Joint  Venture  and  shall  have
authority  to  bind the Joint Venture in making contracts  and  incurring
obligations in the name and on the credit of the Joint Venture.  However,
no  obligation may be incurred in the name or on the credit of the  Joint
Venture  exceeding $500.00 without the express written  consent  of  both
Joint  Venturers.  Any obligation incurred in violation of this provision
shall  be  charged  to and collected from the individual  Joint  Venturer
incurring the obligation.
     11.   Limits of Joint Venture.  The relationship between  the  Joint
Venturers  shall  be limited to the performance of the  business  of  the
Joint Venture in accordance with the terms of this Agreement.  Nothing in
this Agreement shall be construed to create a general partnership between
the  Joint Venturers, or to authorize either Joint Venturer to act  as  a
general  agent  for  the  other  except as  expressly  provided  in  this
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Agreement.   Nothing  in  this Agreement shall  confer  on  either  Joint
Venturer  any propriety interest in, or subject either Joint Venturer  to
any liability for, the business assets, profits, losses or obligations of
the other, except to the extent provided in this Agreement.
     12.   Withdrawal of Joint Venturer.  Any Joint Venturer may withdraw
from  the  Joint Venture by giving the other Joint Venturer  thirty  (30)
days  written notice of its intention to do so.  In that event, the Joint
Venturers  will  proceed  to  divide the Joint  Venture  liabilities  and
assets,  including any property owned by the Joint Venture.  However,  it
is  expressly  provided  that no Joint Venturer shall  be  released  from
indivisible  liabilities  incurred prior to  withdrawal  from  the  Joint
Venture.   The Joint Venture will terminate after its affairs  are  wound
up,  its  assets are divided and liquidated, its debts are paid, and  any
surplus is divided equally among the Joint Venturers.
     13.   Right  of  First Refusal to Purchase Interest.  If  any  Joint
Venturer  desires to sell its Joint Venture interest, it shall  give  the
other  Joint  Venturer the right of first refusal to purchase  its  Joint
Venture  interest.   In  the event the other Joint Venturer  refuses  the
purchase such Joint Venture interest, the Joint Venturer desiring to sell
its  interest may sell it to a third party, providing that the terms  and
conditions  of sale to such third party are not more favorable  than  the
terms  and  conditions of purchase that were offered to the  other  Joint
Venturer.
     14.  Ownership and Title to Joint Venture Property.  The JV Property
and  all  improvements which may be placed or located  thereon  shall  be
owned  by  the Joint Venture, such ownership being subject to  the  other
terms  and provisions of this Agreement.  However, the Manager  may  hold
record  title  to all assets in its name on behalf of the Joint  Venture.
Each Joint Venturer hereby expressly waives the right, if any, to require
partition of the JV Property, or any part thereof.
     15.   Miscellaneous.  This Agreement shall be binding on both  Joint
Venturers  and their assigns.  This Agreement contains the sole agreement
of  the Joint Venturers relating to the Joint Venture and correctly  sets
forth  the  rights, duties, and obligations of each to  the  other.   Any
prior   agreements,   promises,  negotiations,  or  representations   not
expressly set forth in this Agreement are of no force and effect.
     Executed as of January 20, 1997.
CMLP GROUP, LTD.
By:____/s/ D. Ronald Allen_______________________________
     D. Ronald Allen, President,
     Associates Funding Group, Inc., General Partner
CURTIS MATHES MARKETING CORPORATION
By:_____/s/ Bill Park________________________________________
     Bill Park, Vice President - Chief Operating Officer