**Exhibit 10.5****SECURITY AGREEMENT**     This Security Agreement (this “***Agreement***”) dated as of the 27th day of September,2006 (the “***Effective Date***”), is made by Arete Real Estate and Development Company, a Texascorporation, Creative Modular Housing, Inc., a Texas corporation, and Modern Modular Home RentalCorp., a Texas corporation (each, a “***Debtor”***and collectively, “***Debtors***”), in favor of UnitedDevelopment Funding III, L.P., a Delaware limited partnership (“***Lender***”).**R E C I T A L S:**     A. Lender has agreed to advance funds to Debtors pursuant to that Secured Promissory Notedated as of the Effective Date in the principal amount of $3,617,500.00 (the “***Note***”), under whichDebtors are co-borrowers.     B. It is a condition precedent to Lender’s willingness to accept the Note and advance funds toDebtors thereunder that Debtors enter into this Agreement with Lender, pursuant to which Debtorsgrant Lender a security interest in and lien on all of their respective assets, and Debtors arewilling to enter into this Agreement and agree to be bound by its terms and conditions.**AGREEMENT:**     NOW, THEREFORE, in consideration of the foregoing premises and in order to induce Lender toaccept the Note and advance funds thereunder, and for other good and valuable consideration, thereceipt and sufficiency of which are acknowledged, Debtors jointly and severally covenant and agreewith Lender as follows:     1. Definitions. All capitalized terms used but not defined in this Agreement shallhave the respective meanings given to such terms in the Note. Notwithstanding the foregoingsentence, terms used in Article 9 of the Uniform Commercial Code (the “***Code***”) in the State ofTexas, when used in this Agreement, have the definitions given to such terms as therein defined.     2. Grant of Security Interest. Each Debtor hereby assigns, pledges and grants toLender for its benefit, a continuing security interest in all of such Debtor’s right, title andinterest in and to all of its assets, whether now owned or hereafter acquired, and including,without limitation, all full and partial interests in the following (collectively, the“***Collateral***”):     (a) all accounts receivable, rights to payment, promissory notes, and all guarantees,security agreements, insurance policies, and security interests and the rights to receivepayment thereon;     (b) all cash on hand, including, without limitation, cash held in bank accounts,brokerage accounts, certificates of deposit, and other depositories, all accounts receivableowing by any person or entity, including all such amounts due to such Debtor, and allsecurity for payment thereof, and in and to all the proceeds, monies, income, instruments,
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securities, accounts, benefit, collections, tax refunds, insurance proceeds, and productsthereof and thereon and attributable or accruing thereto;     (c) all of such Debtor’s interest in all equipment, inventory, materials, computersoftware and records, goods, and other personal property, and all documents and receiptscovering such property, and all licenses and permits used or held for use in connection withsuch property;     (d) all patents, trademarks, service marks, copyrights, licenses, and all otherintellectual property (collectively, the “***Intellectual Property***”), and all agreements andcontracts to which such Debtor is a party regarding the use and exploitation of any of theIntellectual Property and applications therefor, now owned or hereafter acquired by suchDebtor;     (e) all of such Debtor’s contract rights and other general intangibles relating to anyof the Collateral, including, without limitation, all contract and other rights to receiveproceeds and reimbursements and license agreements;     (f) all such Debtor’s interest in any subsidiary company, and all capital stock, equityinterests, partnership interests, and membership interests and all warrants, options andother rights to purchase any such interests, in any other corporation, partnership, limitedliability company or other business entity;     (g) all books and records (including electronic records, computer disks, tapes,printouts and other storage media) relating to any of the foregoing; and     (h) all of such Debtor’s interest in the proceeds of any sale or disposition of any ofthe foregoing, and in and to any and all money, documents, instruments, securities, oraccounts owned or belonging to Debtor.     Debtors shall be deemed to have possession of any of the Collateral in transit to it or setapart for it or for any of its agents, affiliates or correspondents.     3. Security for Obligations. This Agreement and the security interest created andevidenced hereby secures the prompt and complete payment, observance and performance of all duties,liabilities, obligations and indebtedness owing by Debtors to Lender arising under the Note and theother Loan Documents, fixed or contingent, joint or several, whether as principal, surety,endorser, guarantor, or otherwise, now existing or hereafter arising, and all modifications,extensions, renewals, replacements, and increases of each of the foregoing (all such obligationsand liabilities being the “***Obligations***”).     4. Debtors Remains Liable. Notwithstanding anything to the contrary contained in thisAgreement: (a) Debtors shall remain liable under the contracts and agreements included in theCollateral and obligated to perform all of their respective duties and obligations thereunder tothe same extent as if this Agreement had not been executed, (b) the exercise by Lender of any ofits rights hereunder shall not release Debtors from any of their respective duties or obligations
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under the contracts and agreements included in the Collateral, and (c) Lender shall have noobligation or liability under the contracts and agreements included in the Collateral by reason ofthis Agreement, nor shall Lender be obligated to perform any of the obligations or duties ofDebtors thereunder or to take any action to collect or enforce any claim for payment assignedhereunder.     5. Representations and Warranties. Debtors jointly and severally represent andwarrant as follows:     (a) Debtors own the Collateral free and clear of any lien, security interest, charge orencumbrance of any kind whatsoever (collectively, “***Liens***”) except for (i) the securityinterest created hereby in favor of Lender, (ii) Liens in favor of any person or entity thatLender has agreed in writing shall have priority over the Collateral (the “***Senior Liens***”),(iii) Liens approved by Lender pursuant to a written consent or agreement executed by Lenderor otherwise permitted by the Loan Documents, and (iv) Liens for taxes not yet due andpayable (collectively, the Liens described in clauses (i) through (iv) above are referred toherein as the “***Permitted Liens***”). A schedule of the Senior Liens shall be attached heretoas Schedule 1. No effective financing statement, continuation statement oramendment thereto promulgated under the Uniform Commercial Code of any state (collectively,“***Financing Statements***”) or other instrument similar in effect covering all or any part ofthe Collateral is on file in any recording office, except such as may have been filed infavor of Lender or in favor of the holder(s) of the Permitted Liens. The validity of theCollateral in whole or in part, and Debtors’ title thereto is not currently being questionedin any litigation or regulatory proceeding to which any Debtor is a party, nor is any suchlitigation or proceeding threatened.     (b) This Agreement creates and evidences a valid and perfected security interest in theCollateral, securing the payment of the Obligations, second in priority only to any SeniorLiens, and all filings and other actions of Debtors necessary or desirable to perfect andprotect such security interest have been, or will be upon request, duly taken by Debtors.     (c) No authorization, approval or other action by, and no notice to or other filingwith, any governmental authority or regulatory body is required, either (i) for the grant byDebtors of the security interest granted hereby or for the execution, delivery orperformance of this Agreement by Debtors, or (ii) for the perfection of or the exercise byLender of its rights and remedies hereunder (other than the filing of Financing Statementsby Lender).     (d) Each Debtor’s principal place of business is at the address for Debtors set forthin Section 17 of this Agreement (the “***Principal Place of Business***”). All Collateraland books of account and records relating to the Collateral are located at Debtors’Principal Place of Business.
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     6. Covenants and Further Assurances.     (a) Each Debtor agrees that from time to time, at its own expense, it will promptlyexecute and deliver all further instruments and documents, and take all further action, thatmay be reasonably necessary or desirable, or that Lender may reasonably request, in order toperfect and protect any security interest granted or purported to be granted hereby or toenable Lender to exercise and enforce rights and remedies hereunder with respect to anyCollateral. Without limiting the generality of the foregoing, each Debtor will, subject tothe priority rights, if any, of the holders of the Senior Liens: (i) mark conspicuouslyeach document included in the Collateral and each of its records pertaining to theCollateral, with a legend, in form and substance satisfactory to Lender, indicating thatsuch document or Collateral is subject to the security interest granted hereby; (ii)transfer, register or otherwise put any of the Collateral in the name of Lender or itsnominee; and (iii) execute and file such Financing Statements, and such other instruments ornotices, as may be necessary or desirable, or as Lender may request, in order to perfect andpreserve the security interest granted or purported to be granted hereby.     (b) Debtors hereby authorize Lender to file one or more Financing Statements relativeto all or any part of the Collateral without the signature of Debtors where permitted bylaw. A carbon, photographic or other reproduction of this Agreement or any financingstatement covering the Collateral or any part thereof shall be sufficient as a FinancingStatement where permitted by law. Each Debtor acknowledges and agrees that any FinancingStatement filed by or on behalf of Lender against such Debtor, whether such filing is or wasmade prior to or after the date of this Agreement, is hereby deemed to include the securityinterest granted by this Agreement, regardless of whether such Financing Statement is or wasfiled in connection with the Loan or some other indebtedness owed to Lender.     (c) Debtors shall at all times maintain the Collateral and their respective books ofaccount and records relating to the Collateral at their Principal Place of Business, andshall not relocate such books of account and records and Collateral unless they deliver toLender, prior written notice of such relocation and the new location thereof (which must bewithin the United States). Debtors will furnish to Lender from time to time statements andschedules further identifying and describing the Collateral and such other reports inconnection with the Collateral as Lender may reasonably request, all in reasonable detail.     7. Insurance.     (a) Debtors shall, at their own expense, maintain insurance with respect to theCollateral in such amounts, against such risks, in such form and with such insurers, asshall be reasonably satisfactory to Lender from time to time. Debtors shall ensure that theCollateral is, and remains, insured against loss by fire and other casualty. Each policyfor property damage insurance shall provide for all losses to be paid to Lender as holder ofthe security interest created hereby, subject to the priority rights, if any, of the holders
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of the Senior Liens. Each such policy shall in addition (i) contain the agreement (ifavailable) by the insurer that any loss thereunder shall be payable to Lendernotwithstanding any action, inaction or breach of representation or warranty by Debtors,subject to the priority rights, if any, of the holders of the Senior Liens, (ii) providethat there shall be no recourse against Lender for payment of premiums or other amounts withrespect thereto, and (iii) provide that at least 10 days prior written notice ofcancellation or of lapse shall be given to Lender by the insurer. Debtors shall, if sorequested by Lender, deliver to Lender original or duplicate policies of such insurance and,as often as Lender may reasonably request, a report of a reputable insurance broker selectedby Debtors with respect to such insurance. Further, Debtors shall, at the request ofLender, duly execute and deliver instruments of assignment of such insurance policies tocomply with the foregoing requirements and cause the respective insurers to acknowledgenotice of such assignment.     (b) Reimbursement under any liability insurance maintained by Debtors may be paiddirectly to the person who shall have incurred liability covered by such insurance. Allinsurance payments to Lender in respect of Collateral shall be applied by Lender asspecified in the Note.     8. Transfers and Other Liens. Debtors shall not sell, assign (by operation of law orotherwise) or otherwise dispose of any of the Collateral, other than obsolete or worn out propertyand sales of inventory in the ordinary course of business or as otherwise permitted by the Note, orcreate or suffer to exist any Lien upon or with respect to any of the Collateral to secure debt ofany person, except for Permitted Liens.     9. Lender Appointed Attorney-in-Fact. Each Debtor hereby irrevocably appoints Lenderas its attorney-in-fact, with full authority in the place and stead of such Debtor, as applicable,and in the name of such Debtor, as applicable, or otherwise, from time to time in Lender’sdiscretion at any time after the occurrence of an Event of Default (as such term is defined in theNote), to take any action and to execute any instrument which Lender may deem necessary oradvisable to accomplish the purposes of this Agreement, including, without limitation:     (a) to obtain insurance required to be maintained by Debtors and to settle and adjustclaims under any insurance policy;     (b) to ask, demand, collect, sue for, recover, compound, receive and give acquittanceand receipts for moneys due and to become due, under or in respect of any of the Collateralincluding, without limitation, moneys due and to become due;     (c) to file any claims or take any action or institute any proceedings which Lender maydeem necessary or desirable to enforce the rights of Lender with respect to any of theCollateral;     (d) to commence and prosecute any actions in any court for the purposes of collectingamounts owed to Debtors and enforcing any other rights in respect thereof, and
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to defend, settle or compromise any action brought and, in connection therewith, and to givesuch discharge or release as Lender may deem appropriate;     (e) to receive, open and dispose of mail addressed to Debtors and endorse checks,notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or otherinstruments or documents evidencing payment made on account of or funds paid on behalf ofand in the name of any Debtor;     (f) sell, assign, transfer, make any agreement in respect of, or otherwise deal with orexercise rights in respect of, any Collateral as fully and completely as though Lender werethe absolute owner thereof for all purposes;     (g) to execute Financing Statements or any other documents or writing deemed necessaryby Lender to evidence or perfect Lender’s security interest in the Collateral; providedthat Lender agrees to furnish copies of any document executed hereunder to the appropriateDebtor, as applicable, upon request; and     (h) to enter on the premises of Debtors in order to exercise any of Lender’s rights andremedies.The foregoing appointment of Lender as attorney-in-fact is coupled with an interest and isirrevocable.     10. Rights Prior to Event of Default; Termination.     (a) Rights Prior to Event of Default. So long as no Event of Default shallhave occurred and be continuing, Debtors shall be entitled to exercise any and all rightsand powers relating or pertaining to the Collateral for any purpose not inconsistent withthe terms of this Agreement.     (b) Termination of Rights. Debtors understand and agree that during any periodwhen an Event of Default shall have occurred and be continuing, and after Lender has givenwritten notice to Debtors that Lender has exercised its rights hereunder, all rights ofDebtors to exercise power with respect to the Collateral, which Debtors were previouslyentitled to exercise shall cease and all such rights shall become vested in Lender, whichshall have the sole and exclusive right and authority to exercise such power immediatelyupon such written notice. All amounts, if any, representing principal prepayment or payoffsand all amounts, if any, collected by Debtors after the occurrence of any Event of Defaultrepresents trust funds which are assigned and belong to Lender and which are to beimmediately delivered to Lender, and any retention of such funds by Lender before and afterthe occurrence of an Event of Default shall be deemed to be a conversion of Lender’sproperty, *ipso**facto*. The obligor making any payment to Lender under thisAgreement shall be fully protected in relying on the written statement of Lender that itthen holds a security interest which entitles Lender to receive such payments. Any and allmoney and other property paid over to or received by Lender
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pursuant to the provisions hereof shall be retained by Lender as additional Collateral underthis Agreement.     11. Lender May Perform. If any Debtor fails to perform any covenant or agreementcontained in this Agreement, Lender may itself perform, or cause performance of, such covenant oragreement, and the expenses of Lender incurred in connection therewith shall be payable by Debtorand/or payable under the Note as a Discretionary Advance.     12. Lender’s Duties. The powers conferred on Lender under this Agreement are solelyto protect its interest in the Collateral and shall not impose any duty upon it to exercise anysuch powers. Except for the safe custody of any Collateral in its possession and the accountingfor moneys actually received by it hereunder, Lender shall have no duty as to any Collateral or asto the taking of any necessary steps to preserve rights against prior parties or any other rightspertaining to any Collateral.     13. Remedies. If any Event of Default shall occur and be continuing, subject to thepriority rights, if any, of the holders of the Senior Liens, Lender may protect and enforce itsrights under this Agreement and the other Loan Documents by any appropriate proceedings, includingproceedings for specific performance of any covenant or agreement contained in any Loan Document,and Lender may enforce the payment of any Obligations due it or enforce any other legal orequitable right which it may have. All rights, remedies and powers conferred upon Lender under theLoan Documents shall be deemed cumulative and not exclusive of any other rights, remedies or powersavailable under the Loan Documents or at law or in equity. Lender’s authority and rights shallinclude, without limitation, the following:     (a) Lender may exercise in respect of the Collateral, in addition to other rights andremedies provided for herein or otherwise available to it, all the rights and remedies of asecured party on default under the Code (whether or not the Code applies to the affectedCollateral) and also may (i) require any or all Debtors to, and each Debtor hereby agreesthat it will at its expense and upon request of Lender forthwith, assemble all or part ofthe Collateral as directed by Lender and make it available to Lender at a place to bedesignated by Lender which is reasonably convenient to it, and (ii) without notice except asspecified below, sell the Collateral or any part thereof in one or more parcels at public orprivate sale, at any of Lender’s offices or elsewhere, for cash, on credit or for futuredelivery, and upon such other terms as Lender may deem commercially reasonable. Each Debtoragrees that, to the extent notice of sale shall be required by law, at least ten (10)business days’ notice to such Debtor of the time and place of any public sale or the timeafter which any private sale is to be made shall constitute reasonable notification. Lendershall not be obligated to make any sale of Collateral regardless of notice of sale havingbeen given. Lender may adjourn any public or private sale from time to time by announcementat the time and place fixed therefor, and such sale may, without further notice, be made atthe time and place to which it was so adjourned.     (b) All cash proceeds received by Lender in respect of any sale of, collection from, orother realization upon all or any part of the Collateral may, in the discretion of
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Lender, be held by Lender as Collateral for, and/or then or at any time thereafter appliedin whole or in part by Lender against all or any part of the Obligations in such order asLender shall elect, subject to any mandatory provisions of this Agreement or applicable law.Any surplus of such cash or cash proceeds held by Lender and remaining after payment infull of all the Obligations shall be paid over to Debtors or to whomsoever may be lawfullyentitled to receive such surplus.     14. No Impairment. The execution and delivery of this Agreement in no manner shallimpair or affect any other security (by endorsement or otherwise) for the payment of theObligations and no security taken hereafter as security for payment of the Obligations shall impairin any manner or affect this Agreement, all such present and further additional security to beconsidered as cumulative security. Any of the Collateral for, or any obligor on, any of theObligations may be released without altering, varying or diminishing in any way the force, effect,lien, security interest, or charge of this Agreement as to the Collateral not expressly released,and this Agreement shall continue as a security interest and charge on all of the Collateral notexpressly released until all the Obligations secured hereby have been paid in full. This Agreementshall not be construed as relieving Debtors from full recourse liability on the Obligations and anyand all further and other indebtedness secured hereby and for any deficiency thereon.     15. Indemnity and Expenses.     (a) Each Debtor agrees to indemnify Lender from and against any and all claims, lossesand liabilities growing out of or resulting from this Agreement (including, withoutlimitation, enforcement of this Agreement), except claims, losses or liabilities resultingfrom Lender’s gross negligence or willful misconduct.     (b) Each Debtor agrees that it will, upon demand, pay to Lender the amount of any andall reasonable expenses, including the reasonable fees and disbursements of Lender’s counseland of any experts and agents, which Lender may incur in connection with (i) theadministration of this Agreement, (ii) the custody, preservation, use or operation of, orthe sale of, collection from, or other realization upon, any of the Collateral, (iii) theexercise or enforcement of any of the rights of Lender hereunder, or (iv) the failure by anyDebtor to perform or observe any of the provisions hereof.     16. Security Interest Absolute. All rights of Lender and security interestshereunder, and all obligations of Debtors hereunder, shall be absolute and unconditional,irrespective of:     (a) any lack of validity or enforceability of the Note or any other Loan Document orinstrument relating thereto;     (b) any change in the time, manner or place of payment of, or in any other term of, allor any of the Obligations or any other amendment or waiver of or any consent to anydeparture from the Note;
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     (c) any exchange, release or non-perfection of any other collateral, or any release oramendment or waiver of or consent to departure from any guaranty, for all or any of theObligations; or     (d) any other circumstance which might otherwise constitute a defense available to, ora discharge of, Debtor, or a third party holder of a security interest.     17. Notice. Any notice, request, demand or other communication required or permittedhereunder, will be in writing and will be mailed by registered or certified mail, postage prepaid,sent by facsimile, delivered personally by hand, or delivered by nationally recognized overnightdelivery service addressed to Debtors at 340 North Sam Houston Parkway East, #100, Houston, Texas77060, Facsimile No. (281) 260-9798, or to Lender at 1812 Cindy Lane, Suite 200, Bedford, Texas76021, Facsimile No. (817) 835-0383 or with respect to any party, to such other address as a partymay have delivered to the other parties for purposes of notice. Each notice or other communicationwill be treated as effective and as having been given and received (a) if sent by mail, at theearlier of its receipt or three (3) business days after such notice or other communication has beendeposited in a regularly maintained receptacle for deposit of United States mail, (b) if sent byfacsimile, upon written or electronic confirmation of facsimile transfer, (c) if deliveredpersonally by hand, upon written or electronic confirmation of delivery from the person deliveringsuch notice or other communication, or (d) if sent by nationally recognized overnight deliveryservice, upon written or electronic confirmation of delivery from such service.     18. Continuing Security Interest. This Agreement shall create a continuing securityinterest in the Collateral. Upon the payment in full of the Obligations as determined by Lender inits sole discretion, the security interest granted hereby shall terminate. Upon any suchtermination, Lender will, at Debtors’ expense, execute and deliver to Debtors such documents asDebtors shall reasonably request to evidence such termination.     19. Mutual Understanding. Each Debtor represents and warrants to Lender that suchDebtor has read and fully understands the terms and provisions hereof, has had an opportunity toreview this Agreement with legal counsel and has executed this Agreement based on such Debtor’s ownjudgment and advice of counsel. If an ambiguity or question of intent or interpretation arises,this Agreement will be construed as if drafted jointly by the parties and no presumption or burdenof proof will arise favoring or disfavoring any party because of authorship of any provision ofthis Agreement.     20. Further Assurances. Each Debtor at such Debtor’s expense will promptly executeand deliver to Lender on Lender’s request, all such other and further documents, agreements andinstruments, and shall deliver all such supplementary information, in compliance with oraccomplishment of the agreements of such Debtor under this Agreement.     21. Cumulative Remedies. Each Debtor hereby agrees that all rights and remedies thatLender is afforded by reason of the Loan Documents are separate and cumulative with respect toDebtors and otherwise and may be pursued separately, successively, or concurrently, as Lender deemsadvisable. In addition, all such rights and remedies of Lender are non-
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exclusive and shall in no way limit or prejudice Lender’s ability to pursue any other legal orequitable rights or remedies that may be available to Lender.     22. Enforcement and Waiver by Lender. Lender shall have the right at all times toenforce the provisions of this Agreement in strict accordance with their respective terms,notwithstanding any conduct or custom on the part of Lender in refraining from so doing at any timeor times. The failure of Lender at any time or times to enforce its rights under such provisions,strictly in accordance with the same, shall not be construed as having created a custom or in anyway or manner modified or waived the same. All rights and remedies of Lender are cumulative andconcurrent and the exercise of one right or remedy shall not be deemed a waiver or release of anyother right or remedy.     **23. ****CHOICE OF LAW; JURISDICTION; VENUE****. EXCEPT TO THE EXTENT THAT THE VALIDITY ORPERFECTION OF SECURITY INTERESTS OR REMEDIES IN RESPECT OF ANY PARTICULAR COLLATERAL IS GOVERNED BYTHE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS, THIS AGREEMENT AND THE OTHER LOANDOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATEOF TEXAS, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. JURISDICTION FOR ALL MATTERS ARISINGOUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE EXCLUSIVELY IN THE STATE AND FEDERALCOURTS SITTING IN DALLAS COUNTY, TEXAS, AND EACH DEBTOR HEREBY IRREVOCABLY SUBMITS TO THEJURISDICTION OF SUCH STATE AND FEDERAL COURTS AND AGREES AND CONSENTS NOT TO ASSERT IN ANYPROCEEDING, THAT ANY SUCH PROCESS IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF ISIMPROPER, AND FURTHER AGREES TO A TRANSFER OF SUCH PROCEEDING TO THE COURTS SITTING IN DALLASCOUNTY, TEXAS.**     24. Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be deemed to be an original, but all of them together shall constitute one and thesame agreement.     25. Severability. If any provision of this Agreement shall be held invalid under anyapplicable laws, then all other terms and provisions of this Agreement shall nevertheless remaineffective and shall be enforced to the fullest extent permitted by applicable law.     26. Amendments; Waivers. No amendment or waiver of any provision of this Agreementnor consent to any departure herefrom, shall in any event be effective unless the same shall be inwriting and signed by the affected party, and then such waiver or consent shall be effective onlyin the specific instance and for the specific purpose for which given. Debtors may not be releasedfrom their obligations hereunder, except pursuant to a written instrument executed by Lender.     27. Binding Effect; Assignment. This Agreement shall be binding on Debtors and theirrespective successors and assigns, including, without limitation, any receiver, trustee or
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debtor in possession of or for any Debtor, and shall inure to the benefit of Lender and itssuccessors and assigns. Debtors shall not be entitled to transfer or assign this Agreement inwhole or in part without the prior written consent of Lender. This Agreement is freely assignableand transferable by Lender without the consent of Debtors. Should the status, composition,structure or name of any Debtor change, this Agreement shall continue and also cover such Debtorunder the new status composition, structure or name according to the terms of this Agreement.     28. Captions. The captions in this Agreement are for the convenience of referenceonly and shall not limit or otherwise affect any of the terms or provisions hereof.     29. Number of Gender of Words. Except where the context indicates otherwise, words inthe singular number will include the plural and words in the masculine gender will include thefeminine and neutral, and vice versa, when they should so apply.     **30. ****WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC****. EACH DEBTOR HEREBY KNOWINGLY,VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY (A) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BYLAW, ANY RIGHT SUCH DEBTOR MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT ORTHE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR ASSOCIATED HEREWITH ORTHEREWITH, BEFORE OR AFTER MATURITY OF THE NOTE; (B) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITEDBY LAW, ANY RIGHT SUCH DEBTOR MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIALDAMAGES”, AS DEFINED BELOW, (C) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF LENDER ORCOUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTYWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (D) ACKNOWLEDGESTHAT LENDER HAS BEEN INDUCED TO ENTER INTO THE NOTE AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHERTHINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. AS USED IN THIS SECTION, “SPECIALDAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOWNAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TOPAY OR DELIVER TO ANY OTHER PARTY HERETO.**     **31. ****ENTIRE AGREEMENT****. THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS TOGETHERCONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF, AND ALLPRIOR DISCUSSIONS, AGREEMENTS AND STATEMENTS, WHETHER ORAL OR WRITTEN, ARE MERGED INTO THISAGREEMENT AND THE OTHER LOAN DOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIESAND THIS AGREEMENT AND THE OTHER**
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**LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENTORAL AGREEMENTS OF THE PARTIES.***[The remainder of this page is left blank intentionally.]*
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     IN WITNESS WHEREOF, each Debtor has caused this Agreement to be duly executed and delivered onthe ___ day of September, 2006, effective for all purposes as of the Effective Date.         **ARETE REAL ESTATE**    **AND DEVELOPMENT COMPANY,**    a Texas corporation           By: /s/ Joe Fogarty           Name: Joe Fogarty    Its: President           **CREATIVE MODULAR HOUSING, INC.,**    a Texas corporation           By: /s/ Joe Fogarty           Name: Joe Fogarty    Its: President           **MODERN MODULAR HOME RENTAL CORP.,**    a Texas corporation           By: /s/ Joe Fogarty           Name: Joe Fogarty    Its: President  
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Schedule 1Senior Liens
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