**Exhibit 10.1****SECURED PROMISSORY NOTE**     U.S. $2,454,625.00 ***Dallas, Texas*** July 14, 2006     **FOR VALUE RECEIVED**, **CENTURION ACQUISITIONS, L.P.,**a Texas limited partnership (“***Borrower***”)hereby makes and issues this Secured Promissory Note (this “***Note***”), and promises to pay to theorder of **UNITED DEVELOPMENT FUNDING III, L.P.**, a Delaware limited partnership (together with itssuccessors and assigns, “***Lender***”) the principal sum of U.S. Two Million Four Hundred Fifty-FourThousand Six Hundred Twenty-Five and NO/100 ($2,454,625.00) or, if greater or less, the aggregateamount of all funds advanced to Borrower under this Note, together with accrued, unpaid interestthereon, and all other amounts due to Lender hereunder. Pars Investments, Inc., a Texascorporation (the ***“General Partner***”) is executing this Note on behalf of Borrower in its capacity asthe general partner of Borrower, as well as on its own behalf for certain limited purposesdescribed on the signature page to this Note. Lender, Borrower and the General Partner herebyagree to the terms and conditions of this Note, as further set forth below.     1. Certain Definitions. Certain capitalized terms which are defined in the text ofthis Note shall have the respective meanings given to such terms herein. The following capitalizedterms shall have the following meanings:     (a) “***Accrued Interest Payments***” shall mean payments equal to the amount of accruedinterest on the outstanding principal balance of this Note, calculated at the applicablerate of interest provided herein.     (b) “***Base Rate***” shall mean the lesser of (i) fifteen percent (15%) accrued andcompounded monthly, or (ii) the Highest Lawful Rate.     (c) “***Commitment***” shall mean the aggregate amount of U.S. One Million Nine Hundred FiftyThousand and NO/100 Dollars ($1,950,000.00).     (d) “***Commitment Advance***” shall mean full or partial advance of the Commitment toBorrower pursuant to the terms hereof.     (e) “***Commitment Fee***” shall mean a fee paid by Borrower to Lender or its assigns, inconsideration of services rendered in originating the loan made pursuant to this Note, inthe amount set forth in Section 2(c) of this Note.     (f) “***Default Rate***” shall mean the lesser of (i) eighteen percent (18%), accrued andcompounded monthly, or (ii) the Highest Lawful Rate.     (g) “***Effective Date***” shall mean July 14, 2006.     (h) “***Event of Default***” shall have the meaning given to such term in Section 10of this Note.
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     (i) “***Highest Lawful Rate***” shall mean the maximum lawful rate of interest which may becontracted for, charged, taken, received or reserved by Lender in accordance with theapplicable laws of the State of Texas (or applicable United States federal law, to theextent that it permits Lender to contract or charge, take, receive or reserve a greateramount of interest than under Texas law), taking into account all fees and expensescontracted for, charged, received, taken or reserved by Lender in connection with thetransaction relating to this Note and the indebtedness evidenced hereby or by the other LoanDocuments which are treated as interest under applicable law.     (j) “***Interest Reserve***” shall mean an aggregate of up to $425,000.00 to be advanced byLender hereunder and to be applied against Accrued Interest Payments, subject to theprovisions of Section 4(b) of this Note.     (j) “***Interest Reserve Advance***” means an advance under this Note in the amount of anAccrued Interest Payment pursuant to Section 4(b) of this Note.     (l) “***Lien***” shall mean any lien, security interest, charge, tax lien, pledge,encumbrance, conditional sales or other title retention arrangement or any other interest inproperty designed to secure the repayment of indebtedness or the satisfaction of any otherobligation, whether arising by agreement or under any statute or law, or otherwise.     (m) “***Loan Documents***” shall mean this Note, the Pledge Agreement, the error andomissions letter and all other documents, certificates, instruments, and agreementsexecuted, entered into or delivered by Borrower, the General Partner, or any of theirrespective affiliates in connection with the loan made pursuant to this Note, as each suchdocument may be amended from time to time.     (n) “***Loan Administration Fee***” shall mean a fee charged by Lender in consideration ofadministrative costs and expenses incurred by Lender in connection with each CommitmentAdvance hereunder.     (o) “***Loan Expenses***” shall mean all fees and expenses incurred by Lender in connectionwith the loan made pursuant to this Note and the preparation of the Note and the other LoanDocuments, including, without limitation, attorneys fees, accountants fees, closing costs,due diligence costs and expenses, recording fees, courier and delivery fees, documentpreparation fees, wire transfer and bank fees, title company fees, and all other fees andcosts incurred by Lender.     (p) “***Maturity Date***” means January 31, 2008.     (q) “***Partnership Agreement***” means the Agreement of Limited Partnership of Shale-114,L.P., as it may be amended from time to time.
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     (r) “***Pledge Agreement***” shall mean that certain Pledge Agreement executed by thePledgors in favor of Lender dated as of the date of this Note, pursuant to which (i)Borrower and the General Partner pledge and grants a security interest to Lender in theirrespective partnership interests in Shale-114, and (ii) Mehrdad Moayedi pledges and grants asecurity interest to lender in all of the capital stock of the General Partner, as securityfor the prompt payment and performance of Borrower’s obligations to Lender under this Note,as such agreement may be amended from time to time.     (s) “***Pledgors***” mean, collectively, Mehrdad Moayedi, Borrower, and the General Partner.     (t) “***Property***” shall mean all real property now owned or hereinafter acquired byBorrower.     (u) “***Senior Lender***” shall mean, collectively, (i) that certain $5,400,000.00 loan fromFirst United Bank & Trust to Shale-114 pursuant to a promissory note executed by Shale-114in favor of First United Bank & Trust on or about March 24, 2006, and (ii) any other loanfrom a bank, financial institution or other lender having a senior position ahead of Lenderwith respect to the payment of Borrower indebtedness and/or the priority of securityinterests and/or Liens on the Property and any other collateral granted or pledged assecurity for the loan made pursuant to this Note; provided, that Lender has agreed inwriting to be subordinate thereto.     (v) “***Senior Indebtedness***” shall mean the amount of indebtedness owed to the SeniorLender that Lender has agreed in writing will have priority over the indebtedness evidencedby this Note.     (w) “***Shale-114***” shall mean Shale-114, L.P., a Texas limited partnership, in which theGeneral Partner owns a 0.1% general partner interest, and in which Borrower owns a 99.9%limited partnership interest.     2. Loan Expenses; Fees.     (a) Loan Expenses. Borrower shall pay Lender, the full amount of all LoanExpenses incurred by Lender upon Lender’s demand therefor.     (b) Loan Administration Fee. In consideration of administrative costs andexpenses incurred by Lender in connection with Commitment Advances, Borrower agrees to payLender a Loan Administration Fee at the time of each Commitment Advance equal to one-quarterpercent (0.25%) of such Commitment Advance. The Loan Administration Fee with respect toeach Commitment Advance made hereunder is fully earned by Lender at the time such CommitmentAdvance is funded and, if not otherwise paid, shall be funded by Lender at the time of theCommitment Advance and upon disbursement shall automatically constitute principaloutstanding hereunder and cause a corresponding increase in the aggregate amount ofBorrower’s obligations hereunder
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     (even if such disbursement causes the aggregate amount outstanding hereunder to exceed theface amount of this Note).     (c) Commitment Fee. In consideration of assistance in the origination of theloan made pursuant to this Note, Borrower agrees to pay Lender a Commitment Fee equal tothree percent (3.0%) of the sum of (i) Commitment, and (ii) the Interest Reserve (whichCommitment Fee is equal to $71,250.00), which shall be due at the closing hereof. Pursuantto Borrower’s request, the Commitment Fee shall be funded by Lender under this Note and upondisbursement shall automatically constitute principal outstanding hereunder and cause acorresponding increase in the aggregate outstanding amount of Borrower’s obligationshereunder.     (d) Usury Savings Clause Applies. Borrower, the General Partner and Lenderagree that Lender has provided, and shall provide, separate and distinct consideration forthe fees and expenses described in Sections 2(a), (b) and (c) above and/orthat such fees and expenses represent bona fide fees and expenses incurred by Lender.Borrower, the General Partner and Lender further agree that such fees and expenses are not,are not intended to be, and shall not be characterized as, interest or as compensation forthe use, forbearance or detention of money. Despite the foregoing and notwithstandinganything else in this Note and the other Loan Documents to the contrary, if any fees orexpenses charged or chargeable to Borrower hereunder are determined to constitutes interestand such fees or expenses, when added to the interest charged hereunder, would cause theaggregate interest charged hereunder to exceed the Highest Lawful Rate, then Section 11of this Note shall automatically apply to reduce the interest charged hereunder so asnot to exceed the Highest Lawful Rate.     (e) Assignment. The Loan Administration Fee and all Loan Expenses areassignable by the payee to any affiliate or third party.     3. Commitment Advances; Borrowing Procedures; etc.     (a) Commitment Advances. Subject to the terms and conditions of this Note,Lender agrees to make Commitment Advances to Borrower from time to time prior to theMaturity Date in an aggregate amount not to exceed the Commitment. It is anticipated that$1,300,000.00 of the Commitment shall be advanced at closing of this Note and the remaining$650,000.00 of the Commitment shall be advanced approximately ninety (90) days thereafter.Lender shall have no obligation to make any Commitment Advance hereunder to the extent suchCommitment Advance would cause the aggregate principal amount of all outstanding CommitmentAdvances to exceed the Commitment. This Note is not a revolver and thus, the portion of theCommitment borrowed may not be repaid to Lender and subsequently reborrowed under this Note.     (b) Procedure for Borrowing. Each Commitment Advance shall be made byBorrower’s delivery of a written request to Lender. Such notice must be received by Lenderno less than five (5) business days prior to the date that is the requested funding
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date, and shall specify (i) the amount of the Commitment Advance so requested, and (ii) therequested funding date.     (c) Making of Commitment Advances. Subject to the terms and conditions of thisNote, after receipt of a request for an Commitment Advance pursuant to Section 2(b),Lender shall make the amount of the requested Commitment Advance available to Borrower onthe applicable funding date; provided, however, that Lender shall have no obligation to makeany Commitment Advance unless each of the conditions precedent in Section 7 havebeen satisfied.     (d) Discretionary Advances. Lender hereby is authorized by Borrower to makeadvances hereunder that Lender, in its sole discretion, deems necessary or desirable to payany Loan Expense or other amount chargeable to Borrower or the General Partner pursuant tothe terms of this Note or any other Loan Document (such advances made for the foregoingpurposes are referred to herein as the “***Discretionary Advances***”). Each DiscretionaryAdvance shall, upon disbursement, automatically constitute principal outstanding hereunderand cause a corresponding increase in the aggregate amount of Borrower’s obligationshereunder (even if such Discretionary Advance causes the aggregate amount outstandinghereunder to exceed the face amount of this Note). The making by Lender of anyDiscretionary Advance shall not cure any Event of Default hereunder, unless Lender providesBorrower with a written waiver of such Event of Default.     4. Interest; Payments.     (a) Interest Rate. The outstanding principal amount of this Note shall bearinterest on each day outstanding at the Base Rate in effect on such day, accrued andcompounded monthly, unless the Default Rate shall apply. Upon the occurrence and during thecontinuation of an Event of Default, the outstanding principal amount of this Note shall,automatically and without the necessity of notice, bear interest from the date of such Eventof Default at the Default Rate, accrued and compounded monthly, until all such delinquentamounts are paid or such breach or Event of Default is otherwise cured to the satisfactionof Lender or waived by Lender in writing.     (b) Interest Payments; Interest Reserve Advances. Accrued Interest Paymentsshall be due and payable on the first day of each month while this Note is outstanding.Notwithstanding the foregoing sentence and subject to the other provisions hereof, on eachdate that an Accrued Interest Payment becomes due and payable hereunder, Lender shall makean Interest Reserve Advance hereunder in the amount of such Accrued Interest Payment, whichshall be applied to the Accrued Interest Payment then due and payable, until the InterestReserve has been fully exhausted. Subject to the other provisions of this Note, each timeLender funds an Interest Reserve Advance hereunder, (i) Borrower’s requirement to make theAccrued Interest Payment for such month shall be satisfied, (ii) the amount of remainingInterest Reserve shall be reduced by the amount of such Interest Reserve Advance, and (ii)such Interest Reserve Advance funded by Lender hereunder shall automatically becomeprincipal outstanding under this Note upon
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such funding. The Interest Reserve Advances may be funded by Lender even if such fundingcauses the outstanding principal balance of this Note to exceed its face amount.Notwithstanding anything else to the contrary contained herein, (i) if at any time an Eventof Default has occurred and is continuing under this Note, Lender shall not be obligated tomake any further Interest Reserve Advances, and thereafter, shall do so only in its solediscretion, unless and until the Event of Default is cured to Lender’s satisfaction asevidenced in writing, and (ii) in no event shall Lender be obligated to make any InterestReserve Advance that would cause the aggregate amount of Interest Reserve Advances madehereunder to exceed the remaining Interest Reserve.     (c) Payments. Subject to the other provisions of this Note:     (i) Accrued Interest Payments shall be due and payable as provided inSection 4(b) of this Note;     (ii) concurrently with the sale and closing of any Property, Borrower shall payLender the amount of full amount of such proceeds received by or due to Borrowerfrom such sale, after payment to the Senior Lender of any amount due to the SeniorLender upon such sale under the terms of the loan documents evidencing the SeniorIndebtedness; and     (ii) the outstanding principal balance of this Note, together with all accrued,unpaid interest thereon, unpaid Loan Expenses and other unpaid amounts duehereunder, shall be due and payable on the Maturity Date.     5. Terms and Conditions of Payment.     (a) Application of Payments. Subject to the application of Interest ReserveAdvances to Accrued Interest Payments as provided in Section 4(b) of the Note, allpayments on this Note shall be applied first, to unpaid Loan Expenses due hereunder, next,to unpaid accrued interest, and last, to principal outstanding under this Note.Notwithstanding the foregoing sentence, if any Event of Default occurs and is existing underthis Note or any other Loan Document, Lender shall have the right to apply payments towardamounts due under this Note as Lender determines in its sole discretion.     (b) General. All amounts are payable to Lender in lawful money of the UnitedStates of America at the address for Lender provided in this Note, or at such other addressas from time to time may be designated by Lender. Borrower will make each payment which itowes under this Note and the other Loan Documents to Lender in full and in lawful money ofthe United States, without set-off, deduction or counterclaim. Under no circumstance mayBorrower offset any amount owed by Borrower to Lender under this Note with an amount owed byLender to Borrower under any other arrangement. All payments shall be made by cashier’scheck or wire transfer of immediately available funds. Should any such payment become dueand payable on a day other than a business day, the date for such payment shall be extendedto the next succeeding business day, and, in the case of a required payment of principal,interest or
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Loan Expenses or other amounts then due, interest shall accrue and be payable on such amountfor the period of such extension. Each such payment must be received by Lender not laterthan 3:00 p.m., Dallas, Texas time on the date such payment becomes due and payable. Anypayment received by Lender after such time will be deemed to have been made on the nextsucceeding business day.     (c) Prepayment. Borrower may prepay this Note in whole or in part at any timeand from time to time without incurring any prepayment fee or penalty; provided, thatinterest shall accrue on the portion of this Note so prepaid through the date of suchprepayment.     6. Loan Deliveries. At or prior to the closing of the loan made pursuant to thisNote, Borrower shall deliver or cause to be delivered to Lender, the following items, each of whichshall be satisfactory in form and substance to Lender:     (a) this Note and each other Loan Document, duly executed by Borrower, the GeneralPartner and Mehrdad Moayedi, as applicable;     (b) Borrower’s most recent consolidated financial statements, in the form specified inSection 9(f) hereof, and accompanied by the certification required by Section9(f) of this Note hereof;     (c) a certified copy of the formation documents and all amendments thereto for each ofBorrower and the General Partner;     (d) a certificate of existence for Borrower, and certificates of existence and goodstanding for the General Partner, issued by the appropriate state authorities;     (e) resolutions of the board of directors of the General Partner authorizing Borrower’sand the General Partner’s execution, delivery, and performance of this Note and the otherLoan Documents, and the transactions contemplated hereby and thereby;     (f) resolutions of the board of directors, managers, or other governing body which hasauthority to act on behalf of each Pledgor that is an entity, authorizing the execution,delivery and performance of the Pledge Agreement and the transactions contemplated thereby;     (g) a the written consent of the partners of Shale-114 authorizing the Pledge Agreementand the transactions contemplated thereby, including Lender’s remedies thereunder;     (h) a certificate of Borrower’s and the General Partner’s general liability policies,and evidence of payment of the premium through at least one year;     (i) a certificate (the “***Officer’s Certificate***”) executed by the Chief Executive Officeror President of the General Partner, acting on behalf of the General Partner and
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on behalf of Borrower, in its capacity as the general partner of Borrower certifying that(i) no Event of Default has occurred and is continuing under the Note, (ii) allrepresentations and warranties made by Borrower and the General Partner, respectively, inthis Note and the other Loan Documents are true and correct in all respects, and (iii)Borrower and the General Partner have complied with and performed, in all respects, allcovenants, conditions and agreements which are then required by this Note and the other LoanDocuments to have been complied with or performed;     (j) the Partnership Agreement and all amendments thereto in effect as of the EffectiveDate;     (k) copies of the loan documents evidencing any Senior Indebtedness and all amendmentsthereto as of the Effective Date;     (l) an opinion of counsel for Borrower and the General Partner satisfactory in allrespects to Lender and its counsel; and     (m) such other and further documents, agreements and certificates as are reasonablyrequired by Lender.     7. Conditions Precedent to Commitment Advances. Borrower and the General Partneragree that, notwithstanding anything to the contrary contained herein or in the other LoanDocuments, Lender’s obligation to fund each Commitment Advance shall be conditioned upon thesatisfaction of each of the following conditions, on and as of the funding date for the applicableCommitment Advance:     (a) Borrower and the General Partner shall have executed and delivered to Lender, anOfficer’s Certificate dated as of the funding date, and all matters certified in theOfficer’s Certificate shall be true and correct in all respects;     (b) the requested Commitment Advance, if made, would not cause the aggregate amount ofall outstanding Commitment Advances to exceed the Commitment; and     (c) Borrower shall have complied with each other reasonable request of Lender made inconnection with the Commitment Advance.     8. Representations and Warranties. Each of Borrower and the General Partner jointlyand severally represents and warrants to Lender that:     (a) Organization and Good Standing; Authorization. Each of Borrower and theGeneral Partner (i) is duly organized, validly existing and in good standing under the lawsof its jurisdiction of organization, and (ii) has full power and authority to own itsproperties, carry on its business and to perform the transactions contemplated by this Noteand the other Loan Documents. All necessary partnership, limited liability company,partnership, member, partner and other actions required to be taken on behalf
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of the General Partner and Borrower to approve this Note and the other Loan Documents andthe transactions contemplated hereby and thereby, have been duly taken. Each of Borrowerand the General Partner is in compliance in all material respects with all laws applicableto it in each jurisdiction within and without outside the United States where it owns orleases any properties or conducts any business, except for any such non-compliance thatwould not have a material adverse effect, individually or in the aggregate, on Borrower’s orthe General Partner’s financial condition or operations.     (b) Authority; Validity. Each of Borrower and the General Partner has thepower, authority and legal right to execute, deliver and perform its obligations under thisNote and the other Loan Documents. The execution and delivery by Borrower and the GeneralPartner of the Note and the other Loan Documents, and the performance of their respectiveobligations thereunder, will not (i) violate the certificate of formation of Borrower or theGeneral Partner, the partnership agreement of the Borrower, or the General Partner’s bylaws***,***(ii) violate any law or result in a default under any contract, agreement, or instrument towhich Borrower or the General Partner is a party or by which Borrower or the General Partneror any of their respective assets and properties are bound, or (iii) result in the creationor imposition of any Lien upon any of their respective assets. The Loan Documentsconstitute the legal, valid and binding obligations of Borrower and the General Partner andare enforceable against Borrower and the General Partner in accordance with their terms,except as enforceability may be limited by bankruptcy, insolvency or similar laws affectingthe enforcement of creditors’ rights generally.     (c) Litigation. There is no pending order, notice, claim, litigation,proceeding or investigation against or affecting Borrower or the General Partner or any oftheir respective assets or properties, whether or not covered by insurance, that couldmaterially and adversely affect either the financial condition or business prospects orBorrower or the General Partner, if adversely determined.     (d) Indebtedness. Neither Borrower nor the General Partner has any materialindebtedness of any nature, to the extent disclosed in the latest financial statementsdelivered to Lender or otherwise disclosed in writing to Lender and approved by Lender.     (e) Environmental Liability. To the best of Borrower’s and the GeneralPartner’s knowledge, no hazardous substances or solid wastes have been disposed of orotherwise released on or to any real property owned or operated by Borrower or the GeneralPartner, except as may have been otherwise disclosed to Lender in a Phase I environmentalreport delivered to Lender. The terms “hazardous substance” and release” shall have themeanings specified in the Comprehensive Environmental Response Compensation and LiabilityAct of 1980, as amended, (“***CERCLA***”), and the terms “solid waste” and “disposal” (or“disposed”) shall have the meanings specified in the Resource Conservation and Recovery Actof 1976, as amended, (“***RCRA***”); provided, to the extent that the laws of the State of Texasestablish a meaning for “hazardous substance”, “release”, “solid waste”, or “disposal” or“disposed”) that is broader than that specified in either CERCLA or RCRA, such broadermeaning shall apply.
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     (f) Tax Liabilities. Each of Borrower and the General Partner has filed allfederal, state, county, local, and foreign tax returns and reports required to have beenfiled by them (or has obtained valid extensions with respect to such returns and reports),including but not limited to such returns and reports with respect to income, payroll,property, employee withholding, social security, unemployment, franchise, excise, use andsales taxes. Each of Borrower and the General Partner has paid in full all taxes that havebecome due as reflected on all such returns and reports (including any interest andpenalties) and has established adequate reserves for all taxes payable but not yet due. Nogovernmental claim for additional taxes, interest, or penalties is pending or, to Borrower’sand the General Partner’s knowledge, threatened against Borrower or the General Partner orany of their respective properties or assets.     9. Covenants. Each of Borrower and the General Partner jointly and severallycovenants and agrees with Lender that they will comply with each of the following covenants below:     (a) Payment; Performance. Borrower shall promptly pay all amounts due andowing to Lender under this Note. Borrower and the General Partner shall timely perform andcomply with each agreement and covenant made under this Note and the other Loan Documents.     (b) Use of Proceeds. The proceeds of this Note shall be used solely to acquirepartnership interests in Downtown Vistas Development Company, L.P. held by The HartnettGroup, Ltd. and Condovestors GP. In no event shall the proceeds of this Note be used,directly or indirectly, by any person for personal, family, household or agriculturalpurposes or for the purpose, whether immediate, incidental or ultimate, of purchasing,acquiring or carrying any “margin stock” (as such term is defined in Regulation Upromulgated by the Board of Governors of the Federal Reserve System).     (c) Other Loans. Borrower shall not enter into any promissory note, loandocuments, or other agreement for borrowed money without the prior written consent ofLender, including, without limitation, any loan documents evidencing Senior Indebtedness.Unless otherwise agreed by Lender in writing, the loan documents evidencing any SeniorIndebtedness shall provide that (i) the Senior Lender shall give Lender written notice ofany default or event of default occurring under the loan documents evidencing the SeniorIndebtedness, and (ii) upon any default by Borrower, Lender shall have the right, but notthe obligation, to cure Borrower’s default thereunder and to purchase the loan and the loandocuments evidencing the Senior Indebtedness from the Senior Lender.     (d) Termination of Existence. Nether Borrower nor the General Partner shallcause, or enter into any agreement to cause, the dissolution or termination of the existenceof Borrower or the General Partner or the merger, consolidation, or reorganization ofBorrower or the General Partner with or into any other entity, whether or not such personwould be the surviving entity.
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     (e) Notice of Certain Events. Borrower and the General Partner shall promptlynotify Lender in writing of the occurrence of any event or series of events of whichBorrower or the General Partner have actual knowledge causing, or that could be expected tocause or has caused (i) a material adverse effect on the operations or financial conditionof Borrower or the General Partner, (ii) the occurrence of any Event of Default (withoutgiving effect to any cure period applicable thereto), or (iii) any default by Borrower orthe General Partner or the acceleration of the maturity of any indebtedness owed by Borroweror the General Partner under the Senior Indebtedness or any indenture, mortgage, agreement,promissory note, contract or other instrument to which Borrower or the General Partner is aparty or by which any material asset or property of Borrower or the General Partner isbound. In addition, each of Borrower and the General Partner agrees to notify Lender inwriting at least twenty (20) business days prior to the date that it changes its name,address, the location of its chief executive office or principal place of business, and theplace where it keeps its books and records.     (f) Financial Statements. Borrower and the General Partner shall deliver toLender, the following financial statements: (i) within sixty (60) days after the end ofeach fiscal quarter, the unaudited financial statements of Borrower and the General Partner,prepared in accordance with GAAP and combined or consolidated as appropriate, including allnotes related thereto; and (ii) within one hundred twenty (120) days after the end of eachfiscal year, the unaudited financial statements of Borrower and the General Partner,prepared in accordance with GAAP and combined or consolidated as appropriate, including allnotes related thereto. All financial statements provided to Lender shall be certified as toaccuracy and completeness by an officer of the General Partner.     (g) Taxes. Borrower and the General Partner shall pay all federal, state andlocal taxes levied against them and their respective properties and assets as they becomedue and payable and before the same become delinquent. Borrower and the General Partnershall have the right to pay such tax under protest or to otherwise contest any such tax orassessment, but only if (i) such contest has the effect of preventing the collection of suchtaxes so contested and also of preventing the sale or forfeiture of any property subjectthereto, (ii) Borrower and the General Partner have notified Lender of their intent tocontest such taxes, and (iii) adequate reserves for the liability associated with such taxhave been established in accordance with GAAP. Borrower and the General Partner shallfurnish to Lender evidence that all such taxes are paid at least five (5) days prior to thelast date for payment of such taxes.     (h) Certain Liens. Borrower shall not create, incur, assume, or suffer toexist, directly or indirectly, any Lien on or with respect to any of its assets, of anykind, whether now owned or hereafter acquired, or an income or profits therefrom, except for(i) Liens in favor of Lender, (ii) Liens in favor of the Senior Lender that secure theSenior Lender that secure Senior Indebtedness, (iii) Liens in favor of United DevelopmentFunding, L.P., a Nevada limited partnership, and (iv) other Liens approved by Lender’s priorwritten consent.
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     (i) Indebtedness. Borrower shall not incur any indebtedness for borrowedmoney, other than Senior Indebtedness, the loan made pursuant to this Note or as otherwiseapproved by Lender’s prior written consent.     (j) Distributions. At any time when any amounts are due to Lender hereunder,Borrower shall not declare, pay, make, or authorize any distributions, whether in cash or inproperty, to its partners. Subject to Borrower’s timely fulfillment of its paymentobligations under Senior Indebtedness, all cash distributed to Borrower from Shale-114 shallbe applied to repayment of this Note, until it is repaid in full.     (k) Shale-114 Documents. Borrower and the General Partner shall, promptlyupon receipt, furnish to Lender all documents that Borrower receives in its capacity as apartner of Shale-114 and all documents that the General Partner receives its capacity as thegeneral of Shale-114, including without limitation, all of the following:     (i) all financial statements, pro formas, projections, budgets, capitalexpenditure and expense reports, and other financial information, and allinformation related to the operations of Shale-114;     (ii) minutes of the meetings of the General Partner acting in its capacity asthe general partner of Shale-114, and all written consents of the General Partneracting in its capacity as the general partner of Shale-114;     (iii) all loan documents evidencing indebtedness for borrowed money ofShale-114 and the General Partner acting in its capacity as the general partner ofShale-114, and all amendments thereto;     (iv) the title commitment for each Property, the title exception documents and,upon issuance, the title policy for each Property;     (v) for each Property, all due diligence documents related to such Property,including, without limitation, a Phase I Environmental Report, survey, plat,appraisal, and engineering due diligence report, land use, zoning, subdivision,grading, municipal district, environmental, and other governmental permits,approvals, authorizations and maps necessary to develop such Property in compliancewith applicable Governmental Regulations;     (vi) certificates of general liability and hazard insurance for Shale-114 andbuilder’s liability insurance covering each Property;     (vii) for each Property, all project updates, development reports, salesreports, budgets, pro formas, and similar information.     (l) Audit. Borrower and the General Partner shall permit Lender and itsemployees, representatives, auditors, collateral verification agents, attorneys and
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accountants (collectively, the “***Lender Representatives***”), at any time and from time to time,at Borrower’s and the General Partner’s expense, to (i) audit all books and records relatedto Borrower or the General Partner and their respective properties and assets, and (ii)visit and inspect any of their respective offices and assets and properties and to inspectand make copies of all books and records, and to write down and record any information theLender Representatives obtain. Each of Borrower and the General Partner agrees to cooperatefully in connection with such audits and inspections.     (m) Assignments. Neither Borrower nor the General Partner shall assign,transfer or convey, any partnership interest, capital stock, or other equity interest in anypartnership, corporation, limited liability company, or other entity, the equity interestsof which are pledged under the Pledge Agreement.     (n) Insurance. Borrower and the General Partner shall, at all times, maintainor cause to be maintained, hazard insurance on the Properties with coverage amounts that arenormal and customary for similarly-situated entities engaged in similar businesses. Eachsuch hazard insurance policy shall provide that Lender be given at least thirty (30) dayswritten notice as a condition precedent to any cancellation thereof or material changetherein. Borrower shall obtain or cause to be obtained, an endorsement to each such policynaming Lender as an additional insured to each such policy, and provide Lender annually withthe insurance certificate, evidencing such coverage, the endorsement of each such policy tolender, and evidence of payment of the premium for each such policy.     (o) Operation of Business. Each of Borrower and the General Partner shalloperate their businesses in compliance with all applicable federal, state and local laws,rules, regulations, and ordinances. Each of Borrower and the General Partner shallmaintain their existence and good standing in each state where they operate or do anybusiness. Each of Borrower and the General Partner shall obtain, maintain and keep current,all consents, licenses, permits, authorizations, permissions and certificates which may berequired or imposed by any governmental or quasi-governmental agency, authority or bodywhich are required by applicable federal, state or local laws, regulations and ordinances.     (p) Alterations. Without the prior written consent of Lender, Borrower shallnot permit the following to occur: any material amendment to the loan documents evidencingthe Senior Indebtedness, any increase in the maximum amount of the Senior Indebtedness, orany renewal or extension of the loan documents evidencing the Senior Indebtedness.     10. Default.     (a) For purposes of this Note, the following events shall constitute an “***Event ofDefault***”:
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     (i) except for Accrued Interest Payments due during any period when AccruedInterest Payments are required to be made by Lender pursuant to Section4(b), the failure of Borrower to make any payment required by this Note in fullon or before the date such payment is due (or declared due pursuant to the terms ofthis Note), whether on or prior to the Maturity Date; or     (ii) any financial statement, representation, warranty, or certificate made orfurnished by or with respect to Borrower or the General Partner contained in thisNote or any other Loan Document or made in connection herewith or therewith, shallbe materially false, incorrect, or incomplete when made; or     (iii) Borrower or the General Partner shall fail to perform or observe anycovenant or agreement contained in this Note or any other Loan Document that is notseparately listed in this Section 10(a) as an Event of Default, and the sameremains unremedied for ten (10) days after written notice of such failure is givenby Lender to Borrower; or     (iv) any “event of default” or “default” occurs under any Loan Document otherthan this Note and the same remains unremedied for ten (10) days after writtennotice is given by Lender to Borrower; or     (v) the entry of a decree or order for relief by a court having jurisdiction inrespect of Borrower or the General Partner in an involuntary case under the federalbankruptcy laws, as now or hereafter constituted, or any other applicable federal orstate bankruptcy, insolvency or other similar law, which is not vacated or dismissedwithin thirty (30) days, or appointing a receiver, liquidator, assignee, custodian,trustee, sequestrator (or other similar official) of Borrower or the General Partnerfor any substantial part of their property, or ordering the winding up orliquidation of such person’s affairs; or     (vi) the commencement by Borrower or the General Partner of a voluntary caseunder the federal bankruptcy laws, as now constituted or hereafter amended, or anyother applicable federal or state bankruptcy, insolvency or other similar law, orthe consent by it to the appointment to or taking possession by a receiver,liquidator, assignee, trustee, custodian, sequestrator (or other similar official)of Borrower or the General Partner for any substantial part of its property, or themaking by Borrower or the General Partner of any assignment for the benefit ofcreditors, or the admission by Borrower or the General Partner in writing ofBorrower or the General Partner’s inability to pay its debts generally as theybecome due; or     (vii) the appointment of or taking possession by a receiver, liquidator,assignee, custodian, trustee, sequestrator or similar official of all or asubstantial part of Borrower or the General Partner’s assets or of any part of anyproperty in a proceeding brought against or initiated by Borrower or the GeneralPartner; or
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     (viii) if Borrower or the General Partner are liquidated or dissolved or windsup their affairs, or the sale or liquidation of all or substantially all of theassets of Borrower or the General Partner; or     (ix) except as otherwise permitted herein, Borrower or the General Partnerassigns transfers, or conveys any partnership interest, capital stock, or otherequity interest in any partnership, corporation, limited liability company, or otherentity, the equity interests of which are pledged under the Pledge Agreement withoutthe prior written consent of Lender; or     (x) any “default” or “event of default” not cured within the grace period, ifany, for such default or event of default, shall occur under (A) the SeniorIndebtedness or any credit agreement, loan agreement, promissory note, or otherdocument evidencing indebtedness for borrowed money incurred by Borrower, or (B) anysubordination agreement, security agreement, pledge agreement, guaranty, deed oftrust, or other agreement providing security or collateral for indebtedness,executed by Borrower, or (C) any joint venture agreement, revenue or profits sharingor participation agreement, partnership agreement, shareholders agreement,securities purchase agreement or any other agreement governing to which Borrower isa party, if Lender or any of its affiliates is also a party to such agreement (theterms “default” and “event of default” having the meaning given to such terms in anyof the agreements described above).     (b) Upon the occurrence of an Event of Default described in subsection (a)(v),(vi) or (vii) above, all obligations under this Note and the other LoanDocuments shall thereupon be immediately due and payable, without demand, presentment,notice of demand or of dishonor and nonpayment, protest, notice of protest, notice ofintention to accelerate, declaration or notice of acceleration, or any other notice ordeclaration of any kind, all of which are hereby expressly waived by Borrower and theGeneral Partner. During the continuance of any other Event of Default, then and in everysuch case Lender may do any or all of the following: (i) declare the principal of this Notetogether with all accrued and unpaid interest on the unpaid principal balance, and LoanExpenses and other amounts due to Lender under this Note or the other Loan Documents, to bedue and payable immediately, and the same shall become and be due and payable, withoutnotices, demands for payment, presentations for payment, notices of payment default, noticesof intention to accelerate maturity, protest and notice of protest, and any other notices ofany kind, all of which are expressly waived by Borrower and the General Partner and any andall sureties, guarantors and endorsers of this Note, (ii) require Borrower to assign toLender any contractual right to receipt of proceeds from any city, state, municipal utilitydistrict, public improvement district, or other payee in connection with the Property, (iii)exercise any its rights under any of the Loan Documents, and/or (iv) exercise all otherrights and remedies available to Lender at law and at equity, including, without limitation,such rights existing under the Uniform Commercial Code. No delay on the part of Lender inexercising any power under this Note shall operate as a
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waiver of such power or right nor shall any single or partial exercise of any power orright preclude further exercise of that power or right.     (c) If this Note is placed in the hands of an attorney for collection after an Event ofDefault or failure to pay under this Note, or if all or any part of the indebtednessrepresented hereby is proved, established or collected in any court or in any bankruptcy,receivership, debtor relief, probate or other court proceedings, Borrower and the GeneralPartner, and all endorsers, sureties and guarantors of this Note, jointly and severally,agree to pay reasonable attorneys’ fees and collection costs to Lender in addition to theprincipal and interest payable under this Note.     11. Usury Laws.     (a) Notwithstanding anything to the contrary contained in this Note or any other LoanDocument, (i) this Note shall never bear interest in excess of the Highest Lawful Rate, and(ii) if at any time the rate at which interest is payable on this Note is limited by theHighest Lawful Rate by the foregoing clause (i) or by reference to the Highest Lawful Ratein the definitions of Base Rate and Default Rate, then this Note shall bear interest at theHighest Lawful Rate and shall continue to bear interest at the Highest Lawful Rate untilsuch time as the total amount of interest accrued on this Note equals (but does not exceed)the total amount of interest which would have accrued on this Note, had there been noHighest Lawful Rate applicable to this Note.     (b) It is the intention of the parties hereto that all aspects of this Note and theother Loan Documents, and the transactions contemplated hereby and thereby, comply with alllaws, including, specifically, any applicable usury laws. In furtherance thereof, Borrower,the General Partner and Lender stipulate and agree that none of the terms and provisionscontained in this Note or the other Loan Documents shall ever be construed to create acontract to pay for the use, forbearance, or detention of money, or interest, in excess ofthe maximum amount of interest permitted to be charged by applicable law in effect from timeto time. Neither Borrower nor the General Partner nor any present or future guarantors,endorsers, or other persons or entities hereafter becoming liable for payment of Borrower’sobligations hereunder and under the other Loan Documents shall ever be liable for unearnedinterest thereon or shall ever be required to pay interest thereon in excess of the maximumamount that may be lawfully charged under applicable law from time to time in effect, andthe provisions of this Section 11 shall control over all other provisions of theLoan Documents that may be in conflict or apparent conflict herewith. Lender expresslydisavows any intention to charge or collect excessive unearned interest or finance chargesin the event the maturity of this Note is accelerated. If (i) the maturity of this Note isaccelerated for any reason, (ii) this Note is prepaid and as a result any amounts held toconstitute interest are determined to be in excess of the legal maximum, or (iii) Lender orany other holder of the Note shall otherwise collect moneys which are determined toconstitute interest which would otherwise increase the interest hereon to an amount inexcess of that permitted to be charged by applicable law, then all sums determined toconstitute interest in excess of such legal limit shall, without penalty, be promptlyapplied to reduce the then outstanding principal of this Note or, at
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Lender’s or such holder’s option, promptly returned to Borrower or the other payor thereofupon such determination. In determining whether or not the interest paid or payable, underany specific circumstance, exceeds the maximum amount permitted under applicable law, Lenderand Borrower (and any other payors of this Note) shall to the greatest extent permittedunder applicable law, (i) characterize any non-principal payment as an expense, fee orpremium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof,and (iii) amortize, prorate, allocate, and spread the total amount of interest throughoutthe entire contemplated term of this Note in accordance with the amounts outstanding fromtime to time hereunder and the maximum legal rate of interest from time to time in effectunder applicable law in order to lawfully charge the maximum amount of interest permittedunder applicable law. In the event applicable law provides for an interest ceiling underChapter 303 of the Texas Finance Code (the “***Texas Finance Code***”) as amended, for that day,the ceiling shall be the “weekly ceiling” as defined in the Texas Finance Code. As used inthis section the term “applicable law” means the laws of the State of Texas or the laws ofthe United States of America, whichever laws allow the greater interest, as such laws nowexist or may be changed or amended or come into effect in the future.     12. Indemnity; Release. Each of Borrower and the General Partner, jointly andseverally, agrees to indemnify Lender, upon demand, from and against any and all liabilities,obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements,costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants,experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectivelycalled “***Liabilities and Costs***”) to the extent actually imposed on, incurred by, or asserted againstLender in its capacity as lender hereunder but not in its capacity as a partner of Borrower growingout of, resulting from or in any other way associated with (a) this Note and the other LoanDocuments or any of the transactions and events (including the enforcement or defense thereof) atany time associated therewith or contemplated therein, (b) any claim that the loan evidenced herebyis contractually usurious, and (c) any use, handling, storage, transportation, or disposal ofhazardous or toxic materials on or about any Property or any part thereof or any real propertiesowned, managed or operated by Borrower or the General Partner.**THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAYOR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARECAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER;**provided only that Lender shall not be entitled under this section to receive indemnification forthat portion, if any, of any Liabilities and Costs which is proximately caused by its ownindividual gross negligence or willful misconduct, as determined in a final judgment. If anyperson (including Borrower and the General Partner) ever alleges such gross negligence or willfulmisconduct by Lender, the indemnification provided for in this section shall nonetheless be paidupon demand, subject to later adjustment or reimbursement, until such time as a court of competentjurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence orwillful misconduct. As used in this section, the term “Lender” shall refer not only
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to the person designated as such in this Note but also to each partner, director, officer,attorney, employee, representative and affiliate of such person.     13. Mutual Understanding. Each of Borrower and the General Partner represents andwarrants to Lender that it and its principals have read and fully understands the terms andprovisions hereof, has had an opportunity to review this Note with legal counsel and has executedthis Note based on its own judgment and advice of counsel. If an ambiguity or question of intentor interpretation arises, this Note will be construed as if drafted jointly by Borrower, theGeneral Partner and Lender and no presumption or burden of proof will arise favoring or disfavoringany party because of authorship of any provision of this Note.     14. Further Assurances. Each of Borrower and the General Partner, at Borrower’sexpense, will promptly execute and deliver to Lender on Lender’s request, all such other andfurther documents, agreements and instruments, and shall deliver all such supplementaryinformation, in compliance with or accomplishment of the agreements of Borrower and the GeneralPartner under this Note and the other Loan Documents.     15. Cumulative Remedies. Borrower hereby agree that all rights and remedies thatLender is afforded by reason of this Note are separate and cumulative with respect to Borrower andthe General Partner and otherwise and may be pursued separately, successively, or concurrently, asLender deems advisable. In addition, all such rights and remedies are non-exclusive and shall inno way limit or prejudice Lender’s ability to pursue any other legal or equitable rights orremedies that may be available to Lender.     16. Notice. All notices and other communications under this Note will be in writingand will be mailed by registered or certified mail, postage prepaid, sent by facsimile, deliveredpersonally by hand, or delivered by nationally recognized overnight delivery service addressed toBorrower or the General Partner at 3901 Airport Freeway, Suite 200, Bedford, Texas 76021,Facsimile No. Facsimile No. (817) 391-2501 or, with respect to Lender, to Lender at 1702 N. CollinsBoulevard, Suite 100, Richardson, Texas 75080, Facsimile No. (469) 916-0695 or with respect to anyparty, to such other address as a party may have delivered to the other parties for purposes ofnotice. Each notice or other communication will be treated as effective and as having been givenand received (a) if sent by mail, at the earlier of its receipt or three (3) business days aftersuch notice or other communication has been deposited in a regularly maintained receptacle fordeposit of United States mail, (b) if sent by facsimile, upon confirmation of facsimile transfer,(c) if delivered personally by hand, upon written confirmation of delivery from the persondelivering such notice or other communication, or (d) if sent by nationally recognized overnightdelivery service, upon written confirmation of delivery from such service.     17. Enforcement and Waiver by Lender. Lender shall have the right at all times toenforce the provisions of this Note and the other Loan Documents in strict accordance with theirrespective terms, notwithstanding any conduct or custom on the part of Lender in refraining from sodoing at any time or times. The failure of Lender at any time or times to enforce its rights undersuch provisions, strictly in accordance with the same, shall not be construed as having created acustom or in any way or manner modified or waived the same. All rights and remedies
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of Lender are cumulative and concurrent and the exercise of one right or remedy shall not be deemeda waiver or release of any other right or remedy.     18**. ****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 NOTE AND THE OTHER LOAN DOCUMENTSSHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS,WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. JURISDICTION FOR ALL MATTERS ARISING OUT OFTHIS NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE EXCLUSIVELY IN THE STATE AND FEDERAL COURTS SITTINGIN DALLAS COUNTY, TEXAS, AND EACH OF BORROWER AND THE GENERAL PARTNER HEREBY IRREVOCABLY SUBMITSITSELF TO THE JURISDICTION OF SUCH STATE AND FEDERAL COURTS AND AGREES AND CONSENTS NOT TO ASSERTIN ANY PROCEEDING, THAT ANY SUCH PROCESS IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUETHEREOF IS IMPROPER, AND FURTHER AGREES TO A TRANSFER OF SUCH PROCEEDING TO THE COURTS SITTING INDALLAS COUNTY, TEXAS.**     19. Counterparts. This Note and each other Loan Document may be executed in anynumber of counterparts, each of which shall be deemed to be an original, but all of which togethershall constitute but one and the same instrument.     20. Severability. If any provision of this Note or any other Loan Document shall beheld invalid under any applicable laws, then all other terms and provisions of this Note and theLoan Documents shall nevertheless remain effective and shall be enforced to the fullest extentpermitted by applicable law.     21. Amendments; Waivers. No amendment or waiver of any provision of this Note norconsent to any departure herefrom, shall in any event be effective unless the same shall be inwriting and signed by Lender and the affected person, and then such waiver or consent shall beeffective only in the specific instance and for the specific purpose for which given.     22. Binding Effect; Assignment. This Note and the other Loan Documents shall bebinding on Borrower and the General Partner and their respective administrators, other legalrepresentatives, successors, heirs and assigns, including, without limitation, any receiver,trustee or debtor in possession of or for Borrower or the General Partner, and shall inure to thebenefit of Lender and its successors and assigns. Neither Borrower nor the General Partner shallbe entitled to transfer or assign this Note and the other Loan Documents in whole or in partwithout the prior written consent of Lender. This Note and the other Loan Documents are freelyassignable and transferable by Lender without the consent of Borrower, the General Partner or anyof its affiliates. Should the status, composition, structure or name of Borrower change, this Noteand the other Loan Documents shall continue and also cover Borrower under the new statuscomposition, structure or name according to the terms of this Note and the other Loan Documents.
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     23. Captions. The captions in this Note are for the convenience of reference only andshall not limit or otherwise affect any of the terms or provisions hereof.     24. 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.     **25. ****WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC****. EACH OF BORROWER AND THE GENERALPARTNER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY (A) WAIVES, TO THE MAXIMUMEXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATIONBASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITHTHIS NOTE OR THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR ASSOCIATEDHEREWITH OR THEREWITH, BEFORE OR AFTER MATURITY OF THIS NOTE; (B) WAIVES, TO THE MAXIMUM EXTENT NOTPROHIBITED BY LAW, ANY RIGHT IT 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 THIS NOTE AND THE OTHER LOAN DOCUMENTS AND THETRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONSCONTAINED IN THIS SECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL,CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANYPAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHERPARTY HERETO.**     **26. ****ENTIRE AGREEMENT****. THIS NOTE AND THE OTHER LOAN DOCUMENTS TOGETHER CONSTITUTE THEENTIRE AGREEMENT AMONG THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF, AND ALL PRIOR DISCUSSIONS,AGREEMENTS AND STATEMENTS, WHETHER ORAL OR WRITTEN, ARE MERGED INTO THIS NOTE AND THE OTHER LOANDOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES AND THIS NOTE AND THE OTHERLOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES**.*[The remainder of this page is left blank intentionally.]*
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     This Note has been executed by Borrower, the General Partner and Lender on this the ___day ofJuly, 2006, effective for all purposes as of the Effective Date.       **BORROWER:** **CENTURION ACQUISITIONS, L.P.**