Exhibit 10.27


FAITH WALK DESIGNS, INC.                      Sterling Bank
10825 BARELY LANE SUITE D                     P.0. Box 924009
HOUSTON TX 77070 0000                         Houston, Texas 77292-4009

DEBTOR'S NAME, ADDRESS AND SSN OR TIN         SECURED PARTY'S NAME AND ADDRESS
("I" means each Debtor who signs.)            ("You" means the Secured Party,
                                              its successors and assigns.)

I am entering into this security agreement with you on November 16, 2000 (date).

SECURED DEBTS. I agree that this security agreement will secure the payment and
performance of the debts, liabilities or obligations described below that (Check
one) [ ] I [X] (name)FAITH WALK DESIGNS, INC. owes) to you now or in the future:

(Check one below):

[ ]  Specific Debt(s). The debt(s), liability or obligations evidenced by
     (describe): __________________ and all extensions, renewals, refinancings,
     modifications and replacements of the debt, liability or obligation.

[X]  All Debt(s). Except in those cases listed in the "LIMITATIONS" paragraph on
     page 2, each and every debt, liability and obligation of every type and
     description (whether such debt, liability or obligation now exists or is
     incurred or created in the future and whether it is or may be direct or
     indirect, due or to become due, absolute or contingent, primary or
     secondary, liquidated or unliquidated, or joint, several or joint and
     several).

Security Interest. To secure the payment and performance of the above described
Secured Debts, liabilities and obligations, I give you a security interest in
all of the property described below that I now own and that I may own in the
future (including, but not limited to, all parts, accessories, repairs,
improvements, and accessions to the property), wherever the property is or may
be located, and all proceeds and products from the property.

[X]  Inventory: All inventory which I hold for ultimate sale or lease, or which
     has been or will be supplied under contracts of service, or which are raw
     materials, work in process, or materials used or consumed in my business.

[X]  Equipment: All equipment including, but not limited to, all machinery,
     vehicles, furniture, fixtures, manufacturing equipment, farm machinery and
     equipment, shop equipment, office and recordkeeping equipment, and parts
     and tools. All equipment described in a list or schedule which I give to
     you will also be included in the secured property, but such a list is not
     necessary for a valid security interest in my equipment.

[ ]  Farm Products: All farm products including, but not limited to: (a) all
     poultry and livestock and their young, along with their products, produce
     and replacements; (b) all crops, annual or perennial, and all products of
     the crops; and (c) all feed, seed, fertilizer medicines, and other supplies
     used or produced in my farming operations.

[X]  Accounts, Instruments, Documents, Chattel Paper and Other Rights to
     Payment: All rights I have now and that I may have in the future to the
     payment of money including, but not limited to:
     (a)  payment for goods and other property sold or leased or for services
          rendered, whether or not I have earned such payment by performance;
          and
     (b)  rights to payment arising out of all present and future debt
          instruments, chattel paper and loans and obligations receivable. The
          above include any rights and interests (including all liens and
          security interests) which I may have by law or agreement against any
          account debtor or obligor of mine.

[X]  General Intangibles: All general intangibles including, but not limited to,
     tax refunds, applications for patents, patents, copyrights, trademarks,
     trade secrets, good will, trade names, customer lists, permits and
     franchises, and the right to use my name.

[ ]  Government Payments and Programs: All payments, accounts, general
     intangibles, or other benefits (including, but not limited to, payments in
     kind, deficiency payments, letters of entitlement, warehouse receipts,
     storage payments, emergency assistance payments, diversion payments, and
     conservation reserve payments) in which I now have and in the future may
     have any rights or interest and which arise under or as a result of any
     preexisting, current or future Federal or state governmental program
     (including, but not limited to, all programs administered by the Commodity
     Credit Corporation and the ASCS).

[X]  The secured property includes, but is not limited by, the following:
     ASSIGNMENT OF LIFE INSURANCE POLICY #0352046
     I/A/O 250,000.00 VESTED IN THE NAME OF JOHN M. SANDEL ISSUED BY
     JEFFERSON PIOLT FINANCIAL


If this agreement covers timber to be cut, minerals (including oil and gas),
fixtures or crops growing or to be grown, the legal description is:


I am a(n) [ ] individual [ ] partnership  I AGREE TO THE TERMS SET OUT ON BOTH
          [X] corporation [ ] __________  PAGE 1 AND PAGE 2 OF THIS AGREEMENT. I
                                          have received a copy of this document
[ ] If checked, file this agreement in    on today's date.
the real estate records.

Record Owner (if not me):_______________        FAITH WALK DESIGNS, INC.
________________________________________  -------------------------------------
________________________________________          (Debtor's Names)

The property will be used for [ ] personal By:
             [X] business [ ] agricultural -------------------------------------
             [ ]__________ reasons.               JOHN MICHAEL SANDEL

  Sterling Bank                            Title: PRESIDENT
-----------------------------------------  -------------------------------------
         (Secured Party's Name)

By:                                        By:
-----------------------------------------  -------------------------------------
       JOHN H. HEGER

Title: SR. VP                              Title:
-----------------------------------------  -------------------------------------

<PAGE>

                          Third Party Pledge Agreement
                                                                       121900054

                                                          DATE November 16, 2000


PLEDGOR      JOHN M. SANDEL              SECURED      Sterling Bank
                                          PARTY
--------------------------------------------------------------------------------
BUSINESS
  OR         10823 DUNBROOK               ADDRESS     P.O. Box 924009
RESIDENCE
 ADDRESS
--------------------------------------------------------------------------------
CITY,                                     CITY,
STATE &      HOUSOTN, TEXAS 77070         STATE &      Houston, Texas 77292-4009
ZIP CODE                                  ZIP CODE
--------------------------------------------------------------------------------

1. Security Interest and Collateral. To secure (check one):

     [X] the payment and performance of each and every debt, liability and
     obligation of every type and description which FAITH WALK DESIGNS INC
     ("Debtor") may now or at any time hereafter owe to Secured Party (whether
     such debt, liability or obligation now exists or is hereafter created or
     incurred, and whether it is or may be direct or indirect, due or to become
     due, absolute or contingent, primary or secondary, liquidated or
     unliquidated, or joint, several or joint and several; all such debts,
     liabilities and obligations being herein collectively referred to as the
     "Obligations"),
     [ ] the debt, liability or obligation of _________________ ("Debtor") to
     Secured Party evidenced by or arising under the following:
     ___________________, and any extensions, renewals or replacements thereof
     (herein referred to as the "Obligations"),

Pledgor hereby grants Secured Party a security interest (herein called the
"Security Interest") in (check one):

     [ ] all property of any kind now or at any time hereafter owned by Pledgor,
     or in which Pledgor may now or hereafter have an interest, which may now be
     or may at any time hereafter come into the possession or control of Secured
     Party or into the possession or control of Secured Party's agents or
     correspondents, whether such possession or control is given for collateral
     purposes or for safekeeping, together with all proceeds of and other rights
     in connection with such property (herein called the "Collateral").
     [X] the property owned by Pledgor and held by Secured Party that is
     described as follows: ASSIGNMENT OF LIFE INS. POLICY #0352046 I/A/0
     $250,000.00, together with all rights in connection with that property
     (herein called the "Collateral").

2. Representations, Warranties and Covenants. Pledgor represents, warrants and
covenants that:

     (a) Pledgor will duly endorse, in blank, each and every instrument
constituting Collateral by signing on said instrument or by signing a separate
document of assignment or transfer, if required by Secured Party.

     (b) Pledgor is the owner of the Collateral free and clear of all liens,
encumbrances, security interests and restrictions, except the Security Interest
and any restrictive legend appearing on any instrument constituting Collateral:

     (c) Pledgor will keep the Collateral free and clear of all liens,
encumbrances and security interests, except the Security Interest.

     (d) Pledgor will pay, when due, all taxes and other governmental charges
levied or assessed upon or against any Collateral.

     (e) At any time, upon request by Secured Party, Pledgor will deliver to
Secured Party all notices, financial statements, reports or other communications
received by Pledgor as an owner or holder of the Collateral.

     (f) Pledgor will upon receipt deliver to Secured Party in pledge as
additional Collateral all securities distributed on account of the Collateral
such as stock dividends and securities resulting from stock splits,
reorganizations and recapitalizations.

3.   Rights of Secured Party. Pledgor agrees that Secured Party may at any time,
     whether before or after the occurrence of an Event of Default and without
     notice or demand of any kind, (i) notify the obligor on or issuer of any
     Collateral to-make payment to Secured Party of any amounts due or
     distributable thereon, (ii) in Pledgor's name or Secured Party's name
     enforce collection of any Collateral by suit or otherwise, or surrender,
     release or exchange all or any part of it, or compromise, extend or renew
     for any period any obligation evidenced by the Collateral, (iii) receive
     all proceeds of the Collateral, and (iv) hold any increase or profits
     received from the Collateral as additional security for the Obligations,
     except that any money received from the Collateral shall, at Secured
     Party's option, be applied in reduction of the Obligations, in such order
     of application as Secured Party may determine, or be remitted to Debtor.

     THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
  PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
     SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
                        AGREEMENTS BETWEEN THE PARTIES.

    THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGE 2 HEREOF,
                      ALL OF WHICH ARE MADE A PART HEREOF.



                                                            JOHN M. SANDEL
                                                    ---------------------------
                                                            Pledgor's Name


                                                     By ________________________

                                                     Title:_____________________

                                                     By_________________________

                                                     Title:_____________________
<PAGE>

*0735*

                      MODIFICATION AND EXTENSION AGREEMENT

 THE STATE OF TEXAS   )

 COUNTY OF HARRIS     )


         This  MODIFICATION  AND EXTENSION  AGREEMENT  ("Agreement") is executed
this 20TH day of DECEMBER,  2000,  but effective as of the 16TH day of NOVEMBER,
2000 by and between FAITH WALK  DESIGNS,  INC.  ("Borrower"),  whose address for
notice  hereunder  is  identified  below,  and STERLING  BANK,  a Texas  banking
corporation;

                                   WITNESSETH:

         WHEREAS,  Lender loaned to Borrower,  and Borrower borrowed from Lender
$200,000.00  ("Loan")  such Loan  being  evidenced,  in part,  by the  following
instruments:

         (a)  Promissory  Note  ("Note")  dated  FEBRUARY  18, 2000  executed by
Borrower,  payable to the order of Lender,  in the original  principal amount of
$200,000.00, upon which there remains unpaid a principal balance of $197,777.78,
and upon which interest has been paid to NOVEMBER 16, 2000;

         (b) Deed of Trust and Security Agreement ("Deed of Trust") of even date
with the Note,  executed  by MIKE SANDEL AND KITTY L. SANDEL in favor of Michael
Roy, Trustee,  and Lender,  as  "Beneficiary,"  and being recorded under Clerk's
File No. U264334 in the Real Property Records of Harris County,  Texas, covering
the property  described as A 5.9231 ACRE TRACT OF LAND (258.012 SQUARE FEET), AS
RECORDED  UNDER HARRIS COUNTY CLERK'S FILE NO.  S193785,  LOCATED IN THE JOHN M.
HOOPER  SURVEY,   ABSTRACT  NO.  375,  HARRIS  COUNTY,  TEXAS,  AND  BEING  MORE
PARTICULARLY  DESCRIBED  IN  METES  AND  BOUNDS  IN  ATTACHED  EXHIBIT  "A" (the
"Property");

         (c) Security  Agreement (the "Security  Agreement")  dsted NOVEMBER 16,
2000 executed by Borrower,  as debtor, to Lender,  as secured party,  covering A
BLANKET  ASSIGNMENT  OF ANY AND ALL ACCOUNT,  CONTRACT  RIGHTS,  CHATTEL  PAPER,
INSTRUMENTS,   GENERAL  INTANGIBLES  AND  RIGHTS  TO  PAYMENTS  OF  EVERY  KIND,
INVENTORY,  EQUIPMENT, FURNITURE, TOGETHER WITH ALL SUBSTITUTIONS & REPLACEMENTS
THEREOF,  ALL ACCESSIONS AND ATTACHMENTS THERETO OR USED IN CONNECTION WITH, NOW
OWNED OR HEREAFTER  ACQUIRED,  INCLUDING THE PROCEEDS THEREFROM WHEREVER LOCATED
AND AN ASSIGNMENT OF LIFE INSURANCE  POLICY  #0352046 VESTED IN THE NAME OF JOHN
M. SANDEL ISSUED BY JEFFERSON PIOT FINANCIAL

         (d) Guaranty Agreement (the "Guaranty Agreement") of even date with the
Note  executed  by  Mike  Sandel,   Kitty  L.  Sandel  AND  ODD  &  ENDS,   L.P.
("Guarantor");


         WHEREAS,  the Note,  the Deed of Trust,  the  Assignment of Rents,  the
Security Agreement,  the Guaranty  Agreement,  and each and every other document
and  instrument  executed by Borrower or Guarantor  for the benefit of Lender in
connection with the Loan  (collectively,  "Loan  Documents") are incorporated by
this  reference  for  all  purposes  to the  same  extent  as if set out in this
Agreement; and

         WHEREAS, Borrower and Lender desire to modify the Loan Documents.

         NOW, THEREFORE,  in consideration of the sum of Ten and NO/ 100 DOLLARS
($10.00)  and other  good and  valuable  consideration,  the  receipt  and legal
sufficiency of which are hereby  acknowledged,  and in further  consideration of
the terms,  covenants and  agreements  contained in the Loan  Documents and this
Agreement;

         (1) Modification of Note. The Note is modified and amended as follows:

         The unpaid balance of $197,777.78 due on the Note is due and payable in
installments  and as herein  provided,  together with interest  thereon from and
after NOVEMBER 16, 2000, until maturity at a varying rate per annum which is ONE
AND  ONE-FOURTH  percent  (1.25%)  per annum  (hereinafter  called  the  "Margin
Percentage"),  above the Base Rate (hereinafter  defined)  established by Lender
from time to time  (but in no event to  exceed  the  Maximum  Rate  (hereinafter
defined),  with  adjustments in such varying rate to be made on the same date as
any change in the Base Rate and  adjustments  due to changes in the Maximum Rate
to be made on the effective  date of any change in the Maximum Rate,  payable as
it accrues on the

                                      -1-
<PAGE>

*0735*

maturity date of each of the  installments  described  below, on the then unpaid
principal amount of the Note, as modified extended by this Agreement.

         The unpaid  balance  due on the Note is due and  payable in ELEVEN (11)
installments,  each being in the amount of ONE THOUSAND  ONE HUNDRED  ELEVEN and
11/100  Dollars   ($1,111.11),   plus  accrued  interest  each,  and  the  final
installment being in the amount of the balance of principal and accrued interest
then due hereon.  The first such  installment  is due and payable  DECEMBER  16,
2000, and the remaining installments are due and payable in consecutive order on
the same day of each and every  succeeding  calendar month  thereafter until all
sums called for hereunder have been paid in full.

         Notwithstanding  the payment schedule  specified above,  Lender may, at
its sole  discretion  and from time to time  increase  or  decrease  the payment
amounts  specified above to a level sufficient to amortize the remaining balance
due on the  Note at not more  than its  original  rate of  amortization  for the
remaining term of this Agreement at the.  interest rate then in effect by giving
prior  written  notice to Borrower,  with such notice to be  considered as given
when deposited in the United States mail, postage prepaid, addressed to Borrower
at the address specified above.]

For the  purposes of this  Agreement,  "Base Rate" means that  variable  rate of
interest per annum published in the Southwest Edition of The Wall Street Journal
from time to time as the "prime  rate".  This rate is a composite or the highest
of any range of rates set by financial  institutions selected by the Wall Street
Journal.  These financial  institutions set their respective  "prime rates" as a
general reference rate of interest, taking into account such factors as they may
deem  appropriate,  it being  understood that many of their  commercial or other
loans are priced in relation to such rate, that it is not necessarily the lowest
or best rate actually  charged to any customer and that they and Lender may make
various commercial or other loans at rates of interest having no relationship to
such rate. If for any reason the Base Rate, as defined above, ceases to exist or
to be readily  available,  then Lender may replace and  substitute the Base Rate
and the Margin  Percentage,  as defined above, with a different index and margin
percentage that  historically has yielded or that Lender believes  prospectively
will yield an interest  rate on this note  comparable  to the Base Rate plus the
Margin Percentage, as defined above.

         All  payments of interest  will be computed on the per annum basis of a
year  of 360  days  and for the  actual  number  of  days  elapsed  unless  such
calculation  would result in a usurious  rate,  in which case  interest  will be
calculated  on the per annum basis of a year of 365 or 366 days, as the case may
be.

         All  other  terms and  provisions  of the  Note,  except  as  expressly
modified and extended herein, remain the same.

         (2)  Modification of Liability.  All references to the Note in the Deed
of Trust and in all of the other Loan Documents are amended to refer to the Note
as amended and modified by this Agreement.

         (3)  Reaffirmation of Liability.  Borrower  reaffirms to Lender each of
the representations, warranties, covenants and agreements in the Loan Documents,
with the same  force  and  effect  as if each  were  separately  stated  in this
Agreement and made as of the date of this Agreement. Borrower ratifies, affirms,
reaffirms,  acknowledges,  confirms  and  agrees  that  the Loan  Documents,  as
modified  by this  Agreement,  represent  the  valid,  binding  and  enforceable
obligations  of  Borrower.  Borrower  acknowledges  that  there are no  existing
claims,  defenses  (personal or otherwise),  or rights of setoff whatsoever with
respect to any of the Loan Documents.  Borrower acknowledges and represents that
no event has occurred and no condition  exists which would  constitute a default
under any of the Loan  Documents,  or this  Agreement,  either  with or  without
notice or lapse of time, or both.  This  Agreement and all of the Loan Documents
are in full force and effect so that nothing in this  Agreement may be construed
as modifying any of the Loan Documents, other than as specifically and expressly
modified by this Agreement.

         (4) No Release of Borrower. This Agreement modifies the Loan Documents,
and in no way releases or relinquishes the liens,  security interests and rights
("Liens") securing payment of the Note, including, without limitation, the Liens
created  by the Deed of Trust.  The Liens are  renewed,  extended,  ratifed  and
confirmed by Borrower in all respects,  except to the extent that the Liens have
previously been released of record by Lender.

         (5) Borrower's  Business Plan.  Borrower has relied and is relying upon
Borrower's  expertise and business  plan in all matters in  connection  with the
Property, the Loan Documents and this Agreement.  Borrower has not relied and is
not relying on Lender's expertise or business acumen in any matter in connection
with the  Property,  the Loan  Documents  or this  Agreement.  The  relationship
between  Borrower and Lender is solely that of borrower  and lender,  and Lender
has no  fiduciary  or  other  special  relationship  with  Borrower.  No term or
condition of the Loan  Documents or this  Agreement  shall be construed so as to
deem the  relationship  between  Borrower  and  Lender to be other  than that of
borrower and lender.

                                       -2-
<PAGE>

*0735*

         (6)  Release  of  Lender.   Borrower  releases,   acquits  and  forever
discharges  Lender,  Lender's  agents,  servants and  employees and all persons,
natural  or  corporate,  in privity  with them or any of them,  from any and all
claims or causes of action of any kind whatsoever,  at common law,  statutory or
otherwise, which Borrower has now or might have in the future, known or unknown,
now existing or that might arise hereafter,  directly or indirectly attributable
to the  Property,  the Loan  Documents,  or from any  transaction  or  matter in
connection  with the Loan  Documents,  or the  Property,  it being  intended  to
release all claims of any kind or nature that Borrower  might have against those
hereby released whether asserted or not.

         (7) Further Assurances. Borrower agrees to perform any further acts and
to execute and deliver any further documents that may be reasonably necessary in
the opinion of Lender or Lender's  counsel to carry out the  provisions  of this
Agreement.

         (8) Entire Agreement. This Agreement sets forth the entire agreement of
Lender and Borrower with respect to the subject matter of this Agreement.  There
are no oral conditions,  representations or agreements affecting this Agreement.
No extension or variation in the covenants to be performed  under this Agreement
or in the  terms  of this  Agreement  and no  release  or  satisfaction  of this
Agreement  will be binding on any party unless the same is in writing and signed
by the party or an authorized  officer of any corporate  party.  Notwithstanding
anything to the contrary in this  Agreement  or implied by this  Agreement or in
any other  instrument  executed by Borrower or Lender or in any other  action or
conduct  undertaken  by  Borrower  or by Lender  on or  before  the date of this
Agreement, the agreements,  covenants and provisions contained in this Agreement
constitute  the only  evidence  of  Lender's  consent  to  modify  the terms and
provisions  of the Loan  Documents  in the manner  set forth in this  Agreement.
Accordingly,  no express or implied consent to any further  modifications of the
Loan or the Loan Documents,  whether any such  modifications  involve any of the
matters  contained in this  Agreement or  otherwise,  may be inferred or implied
from Lender's execution of this Agreement unless evidenced by an express written
agreement executed by Lender.  Further,  Lender's execution of this Agreement is
not a waiver  (either  express or implied) of the  requirement  that any further
modification  of the  Loan or any of the Loan  Documents  requires  the  express
written approval of Lender,  no such approval (either express or implied) having
been given as of the date of this Agreement.

         (9)  Borrower's  Signature.  Borrower,  or if Borrower is an entity the
undersigned  individual  signing for and on behalf of Borrower,  represents  and
warrants  that  he or she is duly  authorized  and  empowered  to  execute  this
Agreement;  that he or she has read this  Agreement and fully  understands  this
Agreement to be a  compromise,  settlement  and release of all claims,  known or
unknown,  present or future,  which Borrower has or may have against the parties
released,  arising out of the matters described;  that he or she is of legal age
and legally  competent to execute this Agreement,  and that he or she does so of
his or her own free will and  accord,  without  threat or  duress,  and  without
reliance on any  representation of any kind or character not expressly set forth
in this Agreement.

         (10)  Survival.   All   representations,   warranties,   covenants  and
agreements of Lender and Borrower made in this  Agreement  survive the execution
and delivery of this Agreement, until such time as all of the obligations of the
signatories to this Agreement  have lapsed in accordance  with their  respective
terms or have been discharged in full.

         (11)  Legal  Fees and  Expenses.  All  reasonable  costs  and  expenses
incurred  by  Lender  as a result  of or in  connection  with  the  negotiation,
preparation,  performance and enforcement of this Agreement and all transactions
pursuant  to  this  Agreement  will  be paid  by  Borrower,  including,  without
limitation, Lender's attorneys fees and expenses.

         (12)  Parties  Bound.  This  Agreement  is binding on and inures to die
benefit  of  Lender,   Borrower,   and  their   respective   heirs,   executors,
administrators, legal representatives, successors and assigns.

         (13)  Governing   Law.  This  Agreement  is  executed,   delivered  and
performable at Lender's banking quarters in Houston,  Harris County,  Texas, and
is to be construed  under and in accordance  with the laws of the State of Texas
and federal law.

         (14) Conflicts.  In the event of any conflict  between any of the terns
and  provisions of the Note or any of the other Loan Documents and the terms and
provisions  of this  Agreement,  the  terms  and  provisions  of this  Agreement
control.

         (15) Executed  Counterparts.  This  Agreement may be executed in two or
more counterparts, and it is not necessary that the signatures of all parties to
this  Agreement be  contained on any one  counterpart  of this  Agreement.  Each
counterpart of this Agreement is an original,  all of which together  constitute
one and the same instrument.

                                       -3-
<PAGE>

*0735*

         THIS WRITTEN LOAN AGREEMENT  REPRESENTS THE FINAL AGREEMENT BETWEEN THE
         PARTIES,   AND  MAY  NOT  BE   CONTRADICTED   BY   EVIDENCE  OF  PRIOR,
         CONTEMPORANEOUS,  OR SUBSEQUENT ORAL  AGREEMENTS OF THE PARTIES.  THERE
         ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         IN WITNESS  WHEREOF,  the undersigned have duly executed this Agreement
as of the dates of the  acknowledgments set forth below, to be effective for all
purposes, however, as of the effective date if any, stated above.

BORROWER: FAITH WALK DESIGNS, INC.               GRANTOR: MIKE SANDEL
                                                          KITTY L. SANDEL


--------------------------------                 ------------------------------
JOHN MICHAEL SANDEL, PRESIDENT                   MIKE SANDEL


                                                 ------------------------------
                                                  KITTY L. SANDEL
Address:
10825 BARELY LANE, SUITE D
HOUSTON, TEXAS 77070

Loan Number:
21800034


LENDER:

          STERLING BANK



          By:
              ------------------------------
              Name: JOHN H. HEGER
              Title: SENIOR VICE-PRESIDENT



THE STATE OF TEXAS    )

COUNTY OF ___________ )

         This  instrument  was  acknowledged  before  me on  the  ______  day of
_______________, by _______________.



(SEAL)
                                       _________________________________
                                          Notary Public, State of Texas

My Commission Expires:                            Printed Name of Notary Public

_______________________                           ______________________________


THE STATE OF TEXAS    )

COUNTY OF ___________ )

         This  instrument  was  acknowledged  before  me on  the  ______  day of
_______________, by _______________.


                                      -4-
<PAGE>

*0735*


(SEAL)
                                       _________________________________
                                          Notary Public, State of Texas

My Commission Expires:                            Printed Name of Notary Public

_______________________                           ______________________________


THE STATE OF TEXAS    )

COUNTY OF ___________ )

         This instrument was acknowledged  before me on the  _______________ day
of _____________,  _____, by  _______________________,  ____________________  of
STERLING BANK, for and on behalf of said Texas banking corporation.




(SEAL)
                                       _________________________________
                                          Notary Public, State of Texas

My Commission Expires:                            Printed Name of Notary Public

_______________________                           ______________________________



AFTER RECORDING RETURN TO:

Sterling Bank
P.0. Box 924009
Houston, Texas 77292-4009.


                                      -5-