**SECURED        LINE OF CREDIT PROMISSORY NOTE**

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| Borrower’s                  AddressFor                  Notice:     | 1702                  N. Collins Blvd., Suite 100Richardson,                  Texas  75080Attention:  Hollis                  GreenlawFacsimile                  No. 972-889-0162  |
|---------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Lender's                  AddressFor                  Notice and Payment: | 1812                  Cindy Lane, Suite 200Bedford,                  Texas 76021Attention:  Ben                  WissinkFacsimile                  No. (817) 835-0380                        |

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| Revolver:                           | This                    Note is a revolver and thus, Borrower may borrow, repay and then                    reborrow                    the available amount of the Commitment; provided,  however, that                    notwithstanding anything else to the contrary contained herein,                    Lender has                    no obligation to make any advance of principal to Borrower under                    this Note                    unless each of the conditions precedent in Section 10 have been                    satisfied                    and/or fulfilled as determined by Lender in its sole                    discretion.  |
|-------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Use                    of Proceeds: | The                    purpose of the Loan is to finance Borrower’s origination, purchase,                    holding and selling of                    Investments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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*subject*
*however*

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**18.           CHOICE        OF LAW.  EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF        SECURITY INTERESTS OR REMEDIES IN RESPECT OF ANY PARTICULAR COLLATERAL IS        GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS, THIS        NOTE        AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED        BY THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS        OF LAWS PROVISIONS.**

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**19.           JURISDICTION;        VENUE.  BORROWER IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING IN        RESPECT OF THIS NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE BROUGHT IN THE        DISTRICT COURTS OF TARRANT COUNTY, TEXAS OR THE UNITED STATES DISTRICT COURT        FOR        THE NORTHERN DISTRICT OF TEXAS, FORT WORTH DIVISION (THE “SPECIFIED        COURTS”).  BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE        JURISDICTION OF THE SPECIFIED COURTS.  BORROWER HEREBY IRREVOCABLY        WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY        NOW        OR HEREAFTER HAVE THAT THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING        BROUGHT IN ANY SUCH SPECIFIED COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM        AND HEREBY IRREVOCABLY AGREES TO A TRANSFER OF ALL SUCH PROCEEDINGS TO THE        SPECIFIED COURTS.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO        COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST  BORROWER IN        ANY JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED BY APPLICABLE        LAW.**

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**26.           WAIVER        OF JURY TRIAL, PUNITIVE DAMAGES, ETC.  BORROWER HEREBY KNOWINGLY,        VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY (A) WAIVES, TO THE MAXIMUM        EXTENT NOT PROHIBITED BY LAW, ANY RIGHT BORROWER 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 NOTE OR THE LOAN DOCUMENTS        OR        ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR ASSOCIATED HEREWITH OR        THEREWITH, BEFORE OR AFTER MATURITY OF THIS NOTE; (B) WAIVES, TO THE MAXIMUM        EXTENT NOT PROHIBITED BY LAW, ANY RIGHT BORROWER MAY HAVE TO CLAIM OR RECOVER        IN        ANY SUCH LITIGATION ANY “SPECIAL DAMAGES”, AS DEFINED BELOW, (C) CERTIFIES THAT        NEITHER LENDER NOR ANY REPRESENTATIVE OF LENDER OR COUNSEL FOR ANY PARTY        HERETO        HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT LENDER WOULD NOT,        IN        THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND        (D) ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE AND        THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY        BASED UPON, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED        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 ANY PAYMENTS OR FUNDS WHICH BORROWER HAS EXPRESSLY PROMISED        TO        PAY OR DELIVER TO LENDER HERETO.**

**27.           ACKNOWLEDGEMENT        AND CONSENT TO PLEDGE.  THIS NOTE IS SUBJECT TO A SECURITY        INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, PREMIER BANK AND ITS        ASSIGNS        (“PREMIER”).  BY EXECUTION HEREOF, BORROWER CONSENTS TO SUCH SECURITY        INTEREST AND PLEDGE OF THIS NOTE TO PREMIER, AND CONSENTS TO THE ASSIGNMENT        OF        THIS NOTE TO PREMIER IN ACCORDANCE THEREWITH.**

**28.**
**ENTIRE        AGREEMENT**
**.  THIS NOTE AND THE OTHER LOAN        DOCUMENTS TOGETHER CONSTITUTE THE ENTIRE 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 LOAN        DOCUMENTS.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES        AND THIS NOTE AND THE OTHER LOAN DOCUMENTS MAY NOT BE **

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**CONTRADICTED        BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE        PARTIES**

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**BORROWER:**

**UNITED        DEVELOPMENT FUNDING X,        L.P.**

**LENDER:                                                                           **

**UNITED        DEVELOPMENT FUNDING III, L.P.,**

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**Schedule      1**

**ADVANCE      SCHEDULE**

| **    Date                of****Advance** | **Amount                Advanced** | **Date                of Principal Repayment** | **Amount                of****Principal                Repayment** | **Aggregate                Principal Amount Outstanding** |
|---------------------------------------------------------------|------------------------------------|------------------------------------------------|--------------------------------------------------------------------|-----------------------------------------------------------|
|                                                          |                               |                                           |                                                               |                                                      |
|                                                          |                               |                                           |                                                               |                                                      |
|                                                          |                               |                                           |                                                               |                                                      |
|                                                          |                               |                                           |                                                               |                                                      |
|                                                          |                               |                                           |                                                               |                                                      |