**EXHIBIT10.6****CONTINUING UNCONDITIONAL GUARANTY**     This Continuing Unconditional Guaranty (this “***Guaranty***”) dated as of the 27th dayof September, 2006 (the “***Effective Date***”), is made by Joe Fogarty, Nancy Fogarty, individualsdomiciled in Harris County, Texas, and The Fogarty Family Trust (collectively, the “***Guarantors***”),for the benefit of United Development Funding III, L.P., a Delaware limited partnership and itsaffiliates, subsidiaries, successors and assigns (“***Lender***”).**R E C I T A L S:**     A. Lender has agreed to advance funds to Arete Real Estate and Development Company, a Texascorporation, Creative Modular Housing, Inc., a Texas corporation, and Modern Modular Home RentalCorp., a Texas corporation (collectively, “***Borrowers***”) as co-borrowers under that certain SecuredPromissory Note dated the Effective Date in the principal amount of U.S. $3,617,500.00 (the“***Note***”).     B. Each Guarantor is an affiliate of Borrower and shall benefit, directly or indirectly, fromthe loan made to Borrower under the Note.     C. The Guarantors are willing to execute this Guaranty in favor of Lender and hereby agree tobe bound by its terms and conditions.**A G R E E M E N T:**     NOW, THEREFORE, for good and valuable consideration, and intending to be legally bound hereby,each Guarantor, severally and jointly with the other Guarantor, agrees and covenants with Lender asfollows:     1. Definitions. Capitalized terms not defined in this Guaranty shall have therespective meanings given to such terms in the Note.     2. Guaranty and Surety. Each Guarantor hereby absolutely and unconditionallyguarantees, and becomes surety for, the full, timely and complete payment when due, whether bylapse of time, by acceleration of payment, or otherwise, of (a) all indebtedness, liabilities andobligations of Borrowers to Lender, whether now existing or hereinafter arising, under the Note andthe other Loan Documents, (b) all costs reasonably incurred by Lender to obtain, preserve, perfectand enforce the security interests granted by this Agreement and to maintain, preserve and collectany collateral, and all taxes, assessments, insurance premiums, repairs, reasonable attorneys’ feesand legal expenses, rent, storage charges, advertising costs, brokerage fees and expenses of salerelated thereto, and (c) all renewals, extensions, modifications and substitutions of all or anypart of the indebtedness and obligations described in the foregoing clauses (a) and (b)(collectively, the “***Guaranteed Obligations***”). Each Guarantor’s obligation under this Guaranty isunconditional, absolute and enforceable, irrespective of (a) the validity or enforceability of theGuaranteed Obligations in whole or in part or of the Note and the other Loan Documents or anyprovision thereof, (b) whether recovery against Borrowers with respect to the GuaranteedObligations in whole or in part is prevented by bankruptcy, the operation of
1

 
law, or otherwise, and (c) any other circumstance that might otherwise cause a legal or equitabledischarge or defense of Guarantors.     3. Subsequent Acts by Lender. Lender may, in its sole discretion and without notice,take or refrain from taking any action that might otherwise be deemed a legal or equitable releaseor discharge of Guarantors’ obligations under this Guaranty, without either impairing or affectingthe joint and several liability of Guarantors for the full, timely and complete payment of theGuaranteed Obligations, which actions might include, by way of illustration and not limitation:     (a) the renewal or extension of any of the Guaranteed Obligations or any paymentsthereunder, or the acceleration or change of time for payment of the Guaranteed Obligations,any increase in the principal amount of any promissory note or other instrument comprising apart of the Guaranteed Obligations, and/or any additional funds advanced under theGuaranteed Obligations;     (b) the modification, amendment or change in any of the terms relating to anypromissory note or other agreement, document or instrument now or hereafter executed by anyBorrower in favor of Lender, including, without limitation, the Note and the other LoanDocuments;     (c) the absence of any attempt to collect the Guaranteed Obligations from Borrowers orany other person or entity primarily or secondarily liable for the Guaranteed Obligations orany other action to enforce Lender’s rights with respect to the Guaranteed Obligations;     (d) the waiver, consent, or delay in enforcement by Lender with respect to anyprovision of any instrument evidencing the Guaranteed Obligations;     (e) any failure by Lender to take any steps to perfect and maintain its securityinterest in, or to preserve its rights to, any security or collateral given for theGuaranteed Obligations, or the release or compromise of any lien or security held by Lenderas security for the Guaranteed Obligations;     (f) the compounding, rearrangement or consolidation by Lender of all or any part of theGuaranteed Obligations;     (g) the release from liability of Borrowers or any other guarantor or person or entityprimarily or secondary liable for the Guaranteed Obligations who may guarantee or providesecurity for the Guaranteed Obligations in whole or in part; or     (h) the settlement, release, compromise or cancellation of all or any part of theGuaranteed Obligations, or the acceptance of partial payment of all or any part of theGuaranteed Obligations.
2

 
     4. Expenses. Each Guarantor agrees to pay all costs and expenses, including, withoutlimitation, all court costs and reasonable attorneys’ fees paid or incurred by Lender inendeavoring to collect all or any part of the Guaranteed Obligations, or in enforcing or pursuingLender’s remedies with respect to the Guaranteed Obligations.     5. Payment by Guarantor. In the event of any failure to pay with respect to theGuaranteed Obligations or any “default” or “event of default” under the Note or any Loan Document(the terms “default” and “event of default” having the respective meanings given to such terms inthe Note and the other Loan Documents), each Guarantor agrees to pay on demand, all of theGuaranteed Obligations and all other costs, expenses and other amounts payable under this Guaranty.Lender shall not be required to liquidate any lien or any other form of security, instrument, ornote held by Lender prior to making such demand. THIS IS A GUARANTY OF PAYMENT AND NOT OFCOLLECTION, and each Guarantor specifically agrees that Lender shall not be required to assert anyclaim, file suit, or proceed to obtain a judgment against Borrowers or any other guarantor,endorser or surety for the Guaranteed Obligations, or make any effort at collection of theGuaranteed Obligations, or foreclose against or seek to realize upon any security or collateral nowor hereafter existing for the Guaranteed Obligations, or exercise or assert any other right orremedy to which Lender is or may be entitled in connection with the Guaranteed Obligations, beforeor as a condition of enforcing the liability of Guarantors under this Guaranty or requiring paymentof the Guaranteed Obligations under this Guaranty. Each Guarantor agrees, to the full extent itmay legally do so, that suit may be brought against such Guarantor with or without making Borrowersor any other person or entity a party to such suit, as Lender may elect. Each Guarantor agreesthat such Guarantor shall remain fully liable under this Guaranty regardless of whether anyBorrower is held to be not liable on the Guaranteed Obligations and regardless of whether all orany portion of the Guaranteed Obligations are “non-recourse” or “limited recourse” to Borrowers.     6. Application of Payments. Lender shall have the exclusive right to determine thetime and manner of application of any payments or credits to the Guaranteed Obligations, whetherreceived from Borrowers or any other source, and such determination shall be binding on Guarantors.All such payments and credits may be applied, reversed and reapplied, in whole or in part, to anyof the Guaranteed Obligations as Lender shall determine in its sole discretion without affectingthe validity or enforceability of this Guaranty.     7. Guarantors’ Responsibilities. Each Guarantor hereby assumes responsibility forkeeping itself informed of the financial condition of Borrowers, and any and all endorsers and/orother guarantors of any instrument or document evidencing all or any part of the GuaranteedObligations and of all other circumstances bearing upon the risk of nonpayment of the GuaranteedObligations. Each Guarantor further agrees that Lender shall have no duty to advise such Guarantorof any information known to Lender regarding such condition or such circumstances or to undertakeany investigation. If Lender, in its sole discretion, undertakes at any time or from time to timeto provide any information to any Guarantor, Lender shall be under no obligation to update any suchinformation or to provide any such information to Guarantors on any subsequent occasion.
3

 
     8. Reinstatement. Each Guarantor agrees that, to the extent any payment or paymentsare made to Lender or Lender receives any proceeds of collateral, which payments or proceeds aresubsequently invalidated, declared to be fraudulent or preferential, set aside and/or required tobe repaid to Borrowers or any other party, then such Guarantor’s obligations under this Guaranty tothe extent of such repayment, shall immediately and automatically be reinstated and continued infull force and effect.     9. Subordination. Each Guarantor agrees that any and all claims of such Guarantoragainst Borrowers, any endorser or any other guarantor of all or any part of the GuaranteedObligations, and the properties and assets of Borrowers, whether arising by reason of any paymentby such Guarantor to Lender pursuant to the provisions of this Guaranty or otherwise, shall besubordinate and subject in right of payment to the prior payment, in full, to Lender of all of theGuaranteed Obligations.     10. Waivers by Guarantors. Each Guarantor hereby waives to the extent permissible bylaw: (a) notice of acceptance of this Guaranty and of creation of the Guaranteed Obligations, (b)presentment, notice of non-payment, and demand for payment of the Guaranteed Obligations, (c)protest, notice of protest, and notice of dishonor or default to such Guarantor or to any otherparty with respect to any of the Guaranteed Obligations, and (d) all other notices to which suchGuarantor might otherwise be entitled.     11. Continuation. This Guaranty shall continue in full force and effect with respectto each Guarantor, and Lender shall be entitled to make loans and advances and extend financialaccommodations to Borrower on the faith of this Guaranty, until Lender delivers to such Guarantor,a written revocation of this Guaranty executed by Lender.     12. Mutual Understanding. Each Guarantor represents and warrants to Lender that suchGuarantor has read and fully understands the terms and provisions hereof, has had an opportunity toreview this Guaranty with legal counsel and has executed this Guaranty based on such Guarantor’sown judgment and advice of counsel. If an ambiguity or question of intent or interpretationarises, this Guaranty will be construed as if drafted jointly by the Guarantors and Lender and nopresumption or burden of proof will arise favoring or disfavoring any party because of authorshipof any provision of this Guaranty.     13. Further Assurances. Each Guarantor at such Guarantor’s expense will promptly (a)execute and deliver to Lender on Lender’s request, all such other and further documents, agreementsand instruments as may be requested by Lender, and (b) deliver all such supplementary informationas may be requested by Lender, in compliance with or accomplishment of the agreements of suchGuarantor under this Guaranty.     14. Cumulative Remedies. Each Guarantor hereby agrees that all rights and remediesthat Lender is afforded by reason of this Guaranty are separate and cumulative with respect toGuarantors and otherwise and may be pursued separately, successively, or concurrently, as Lenderdeems advisable. In addition, all such rights and remedies of Lender are non-exclusive and shallin no way limit or prejudice Lender’s ability to pursue any other legal or equitable rights orremedies that may be available to Lender.
4

 
     15. Notice. All notices and other communications under this Guaranty will be inwriting and will be mailed by registered or certified mail, postage prepaid, sent by facsimile,delivered personally by hand, or delivered by nationally recognized overnight delivery serviceaddressed to Lender at 1812 Cindy Lane, Suite 200, Bedford, Texas 76021, Facsimile No. (817)835-0383, and Guarantors at 340 North Sam Houston Parkway East, #100, Houston, Texas 77060,Facsimile No. (281) 260-9798, or to such other address as a party may have delivered to the otherparties for purposes of notice. Each notice or other communication will be treated as effectiveand as having been given and received (a) if sent by mail, at the earlier of its receipt or threebusiness days after such notice or other communication has been deposited in a regularly maintainedreceptacle for deposit of United States mail, (b) if sent by facsimile, upon electronic or writtenconfirmation of facsimile transfer, (c) if delivered personally by hand, upon electronic or writtenconfirmation of delivery from the person delivering such notice or other communication, or (d) ifsent by nationally recognized overnight delivery service, upon electronic or written confirmationof delivery from such service.     16. Enforcement and Waiver by Lender. Lender shall have the right at all times toenforce the provisions of this Guaranty and the other Loan Documents in strict accordance withtheir respective terms, notwithstanding any conduct or custom on the part of Lender in refrainingfrom so doing at any time or times. The failure of Lender at any time or times to enforce itsrights under such provisions strictly in accordance with the same, shall not be construed as havingcreated a custom or in any way or manner modified or waived the same. All rights and remedies ofLender are cumulative and concurrent and the exercise of one right or remedy shall not be deemed awaiver or release of any other right or remedy.     **17. ****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 GUARANTY SHALL BE CONSTRUED INACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITSCONFLICTS OF LAWS PROVISIONS. JURISDICTION FOR ALL MATTERS ARISING OUT OF THIS GUARANTY SHALL BEEXCLUSIVELY IN THE STATE AND FEDERAL COURTS SITTING IN DALLAS COUNTY, TEXAS, AND EACH GUARANTORHEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH STATE AND FEDERAL COURTS AND AGREES ANDCONSENTS NOT TO ASSERT IN ANY PROCEEDING, THAT ANY SUCH PROCESS IS BROUGHT IN AN INCONVENIENT FORUMOR THAT THE VENUE THEREOF IS IMPROPER, AND FURTHER AGREES TO A TRANSFER OF SUCH PROCEEDING TO THECOURTS SITTING IN DALLAS COUNTY, TEXAS.**     18. Severability. If any provision of this Guaranty shall be held invalid under anyapplicable laws, then all other terms and provisions of this Guaranty shall nevertheless remaineffective and shall be enforced to the fullest extent permitted by applicable law.     19. Amendments; Waivers. No amendment or waiver of any provision of this Guaranty norconsent to any departure by any Guarantor herefrom shall in any event be effective
5

 
unless the same shall be in writing and signed by Lender and the affected Guarantor, and then suchwaiver or consent shall be effective only in the specific instance and for the specific purpose forwhich given.     20. Binding Effect; Assignment. This Guaranty shall be binding on each Guarantor andsuch Guarantor’s administrators, legal representatives, successors, heirs and/or assigns,including, without limitation, any receiver, trustee or debtor in possession of or for suchGuarantor, and shall inure to the benefit of Lender and its successors and assigns. No Guarantorshall be entitled to transfer or assign this Guaranty in whole or in part without the prior writtenconsent of Lender. This Guaranty is freely assignable and transferable by Lender without theconsent of Guarantors. Should the status, composition, structure or name of any Guarantor change,this Guaranty shall continue and also cover the Guaranteed Obligations under the new statuscomposition, structure or name according to the terms of this Guaranty.     21. Counterparts. This Guaranty may be executed in any number of multiple counterpartsand by different Guarantors on separate counterparts, all of which when taken together shallconstitute but one and the same agreement.     22. Captions. The captions in this Guaranty are for the convenience of reference onlyand shall not limit or otherwise affect any of the terms or provisions hereof.     23. 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.     **24. ****WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC****. EACH GUARANTOR HEREBY KNOWINGLY,VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY (A) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BYLAW, ANY RIGHT SUCH GUARANTOR MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASEDHEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THISGUARANTY OR THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR ASSOCIATEDHEREWITH OR THEREWITH, BEFORE OR AFTER MATURITY OF THE NOTE; (B) WAIVES, TO THE MAXIMUM EXTENT NOTPROHIBITED BY LAW, ANY RIGHT SUCH GUARANTOR MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY“SPECIAL DAMAGES”, AS DEFINED BELOW, (C) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OFLENDER OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THATSUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (D)ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO MAKE THE LOAN AND ACCEPT THE NOTE BASED UPON, AMONGOTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. AS USED IN THIS SECTION,“SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESSOF HOW NAMED), BUT**
6

 
**DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY ORDELIVER TO ANY OTHER PARTY HERETO.**     **25. ****ENTIRE AGREEMENT****. THIS GUARANTY TOGETHER WITH THE NOTE AND THE OTHER LOANDOCUMENTS TOGETHER CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES CONCERNING THE SUBJECT MATTERHEREOF, AND ALL PRIOR DISCUSSIONS, AGREEMENTS AND STATEMENTS, WHETHER ORAL OR WRITTEN, ARE MERGEDINTO THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTSAMONG THE PARTIES. THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED BYEVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.***[The remainder of this page is left blank intentionally.]*
7

 
     INWITNESS WHEREOF, each Guarantor has duly executed this Guaranty on this the ___ day ofSeptember, 2006, effective for all purposes as of the Effective Date.       **GUARANTORS:**               /s/Joe Fogarty    Joe Fogarty     /s/Nancy Fogarty    Nancy Fogarty           THE FOGARTY FAMILY TRUST           By: /s/Joe Fogarty      Joe Fogarty, Trustee           By: /s/ Nancy Fogarty      Nancy Fogarty, Trustee         
8