EXHIBIT 4(g)

                              MASTER LOAN AGREEMENT
                              ---------------------
                          Dated Effective July 31, 2000


     This Loan Agreement  dated effective July 31, 2000, is by and between AMREP
SOUTHWEST, INC. ("Borrower"), a New Mexico corporation, and WELLS FARGO BANK NEW
MEXICO, N.A. ("Bank"), a state banking corporation.

     This Agreement is made and executed upon the terms and conditions contained
or  referenced  herein.  All  previous,   new,  or  future  loans  or  financial
accommodations  by the  Bank to the  Borrower  are  subject  to this  Agreement.
Borrower understands and agrees that:

     (a)  In granting, renewing, or extending any Loan, the Bank is relying upon
          Borrower's representations, warranties, and agreements as set forth in
          this Agreement and the financial and other information provided to the
          Bank by or on behalf of the Borrower;

     (b)  The granting,  renewing, or extending of any Loan by the Bank shall at
          all times be subject  to the  Bank's  sole  judgment  and  discretion.
          Advances and  disbursements on notes or commitments  specified in this
          Agreement  will  be made  provided  the  Borrower  has  satisfied  all
          requirements and conditions  required by this Agreement or any exhibit
          hereto for such grant have been satisfied; and

     (c)  All such Loans shall be and shall remain  subject to the terms of this
          Agreement.  This  Agreement  shall  continue  to be in full  force and
          effect  between  the  parties  until  all  Loans  by the  Bank  to the
          Borrower,   including   all   extensions,    renewals,   replacements,
          substitutions, and modifications thereof are paid in full.

     (d)  Maximum Aggregate  Outstanding Balance.  Notwithstanding any provision
          of this Agreement or any Related Document to the contrary,  Lender has
          no obligation to make any advances,  draws,  loan or loans to Borrower
          in excess of $20,870,000, in the aggregate maximum principal amount.

     (e)  Prior  Agreements  Replaced.  This  Agreement  replaces  all  existing
          agreements,  commitments, and loan agreements between the Borrower and
          the Bank including the Master Loan Agreement dated effective  February
          26, 1999, including all amendments to that prior loan agreement.

     (f)  Existing  Notes and  Requested  Financing.  The Borrower has requested
          that the Bank restructure its credit  facilities to continue,  extend,
          or modify certain existing credits and to grant new credits, increase,
          extend,  or modify certain existing notes and commitments as described
          in this Agreement.

     SECTION I - DEFINITIONS.
     ------------------------
     As used in this  Agreement,  the following  terms shall have the respective
     meanings indicated:

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     1.01 Agreement means this Master Loan Agreement.

     1.02 Bank  means  Wells  Fargo Bank New  Mexico,  N.A.  (formerly  known as
Norwest Bank New Mexico, N.A.) and its successors and assigns.

     1.03 Borrower means Amrep Southwest, Inc., a New Mexico corporation and its
successors and assigns.

     1.04 Borrower's Resolutions means the resolutions duly adopted by the Board
of Directors of the Borrower  dated July 17,  2000,  authorizing  execution  and
delivery of the Loan Documents, a copy of which is attached as Exhibit 1.04.

     1.05 Business Day means a day when the Bank is open for business.

     1.06 Closing Date means July 31, 2000.

     1.07  Collateral  means  all  collateral,  liens,  assignments,  mortgages,
security interests,  and other rights, presently in connection with the Loan, or
hereafter,  created or signed by or in favor of Borrower to the Bank in order to
secure performance and/or repayment of the Loan.

     1.08  Collateral  Documents  means any and all documents  executed by or on
behalf of the Borrower,  any guarantor,  or any party having any right, title or
interest  in any  Collateral  which  evidences,  grants,  creates,  assigns,  or
perfects any interest in the Collateral in favor of Bank.

     1.09 Governmental  Authority means the United States of America;  the State
of New Mexico; any political subdivision of any of the foregoing and any agency,
department,  commission,  board,  bureau or instrumentality of any of them which
now or hereafter exercises jurisdiction over the Borrower.

     1.10 Guaranty  means the Commercial  Guaranty of Borrower's  parent company
Amrep Corp., an Oklahoma corporation, in the form attached as Exhibit 1.10.

     1.11 Indebtedness means and includes without  limitation all loans,  notes,
obligations,  debts, and liabilities of the Borrower to the Bank, as well as all
claims by the Bank against the Borrower  pursuant to any Loan Document;  whether
now or hereafter existing, voluntary or involuntary, due or not due, absolute or
contingent,  liquidated  or  unliquidated;  where  the  Borrower  may be  liable
individually  or jointly with  others;  where the Borrower may be obligated as a
guarantor, surety or otherwise.

     1.12  Loan(s)  means all  indebtedness  of the  Borrower to the Bank,  when
advanced pursuant to the terms of this Agreement or otherwise, and including the
Note(s).

     1.13  Loan  Documents  means  this  Agreement  and  all  exhibits,   Notes,
Collateral Documents,  and all other liens, lien interests, and instruments (and
including all exhibits thereto),  executed pursuant hereto or in connection with
or as security  for the payment of the  Obligations  or for  performance  of the
Borrower's  obligations  under  this  Agreement,  or for both such  payment  and
performance and all renewals, extensions, modifications and amendments of any of
the foregoing.

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     1.14 Loan Fees means the loan fees  payable by Borrower to Bank at closing,
plus  Bank's  attorneys'  fees and costs and other fees  incurred by the Bank in
initiating and/or enforcing its rights under the Loan Documents.

     1.15 Note(s) collectively means all notes existing, executed in conjunction
with the closing or hereafter executed and delivered by the Borrower to the Bank
together   with   all   extensions,   amendments,   modifications,    revisions,
replacements, and substitutions thereof permitted by the Bank, including but not
limited to:

     (a)  The  "$4,000,000  Revolving  Line  of  Credit  Note"  in  the  maximum
          principal  amount of $4,000,000,  a proposed copy of which is attached
          as Exhibit 1.15(a).

     (b)  The  proposed  "$6,385,000  Offsite  Development  Note" in the maximum
          aggregate  principal  amount of $6,385,000,  in form acceptable to the
          Bank. When executed, a copy of such note will become Exhibit 1.15(b).

     (c)  The proposed  "$2,000,000  Unit 13B On-Site  Development  Note" in the
          maximum aggregate  principal amount of $2,000,000,  in form acceptable
          to the Bank.  When  executed,  a copy of such note will become Exhibit
          1.15(c).

     (d)  The "$6,000,000 Receivables Financing Note" , in the maximum principal
          amount of $6,000,000,  maturing September 30, 2001, in form acceptable
          to the Bank.  When  executed,  a copy of such note will become Exhibit
          1.15(d).

     (e)  The "$502,000 Letter of Credit  Commitment" to fund letters of credit,
          not to  exceed  the  aggregate  amount of  $502,000,  issued to secure
          Borrower's construction obligations to the Town of Parker, Colorado or
          the Parker  Water and  Sanitation  District in Parker,  Colorado  with
          current outstanding letters of credit totaling approximately $218,124.

     (f)  The "$100,000  Non-Revolving  Standby  Letter of Credit" dated October
          21, 1998,  as amended,  in the maximum  principal  amount of $100,000,
          expiring October 31, 2001, in favor of HOW Insurance  Company,  a copy
          of which is attached as Exhibit 1.15(f).

     (g)  The "Commerce Center Note" dated April 29, 1998, and renewed April 29,
          1999, in the original  principal amount of $8,220,000,  with a current
          outstanding  principal  balance of  approximately  $455,024,  maturing
          April 29,  2001, a copy of which is attached as Exhibit  1.15(g).

     (h)  The "1,500,000  Interim Note" dated July 17, 2000 maturing  August 17,
          2000, a copy of which is attached as Exhibit 1.15(h).

     1.16 Obligations means all obligations of the Borrower:

     (a)  To pay the  principal  of, and interest on all Loan(s),  each Note and
          any  Renewal  Note in  accordance  with their  respective  terms,  now
          existing or existing in the future,  and to all other  Indebtedness of
          Borrower to the Bank.

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     (b)  To reimburse the Bank, on demand,  for all of the Bank's  expenses and
          costs,  including the reasonable fees and expenses of its counsel,  in
          connection  with  maintenance  and protection of any  Collateral,  the
          initiation,   amendment,  modification  or  enforcement  of  the  Loan
          Documents and any documents  evidencing or relating to a Renewal Note,
          including, without limitation, any proceeding brought or threatened to
          enforce  payment  of any  of the  Obligations,  if the  Bank  prevails
          against the Borrower in litigation to enforce such payment.

     1.17  Organizational  Documents  means  copies of the  current  Articles of
Incorporation  and  Bylaws  of the  Borrower  and all  amendments  thereto,  and
evidence  satisfactory  to the Bank that the Borrower is a  corporation  in good
standing in the State of New Mexico.

     1.18  Person  means  any  individual,  partnership,  corporation  or  other
business entity or organization.

     1.19 Renewal Note means any  promissory  note executed and delivered by the
Borrower  to the Bank in  connection  with a renewal,  extension,  modification,
amendment,  revision,  replacement  or  substitution  of any Note  described  or
referenced in this Agreement.

SECTION II - THE LOANS.
-----------------------
     2.01 The Loan.  The Notes  listed  as  Exhibits  in  Section  1.15 are,  at
closing,  the only Notes outstanding to the Bank from the Borrower,  or proposed
to be made by the Bank to the Borrower,.  and no other notes, loans,  extensions
of credit or advances are to be made except  advances on certain of the Notes as
described in this  Agreement,  including  the exhibits.  Except as  specifically
described  in this  Agreement or the  Exhibits to this  Agreement,  there are no
commitments  or promises to loan or fund any other loans or extensions of credit
to the Borrower, express or implied.

     2.02  Security  for Payment and  Performance.  The  Collateral  is given to
secure  the  Loans  and is and will be used as  security  for any and all  other
obligations of Borrower to the Bank,  whether now existing or hereafter arising.
Repayment  and  performance  of the  Obligations  is secured  by the  Collateral
Documents, including, but not limited to the following:

     (a)  Real Estate  Mortgage  dated July 31,  2000,  in the form  attached as
          Exhibit  2.02(a)  granting  a  mortgage  lien on  various  parcels  of
          commercial  property in Rio Rancho, New Mexico, and various parcels in
          the Enchanted Hills subdivision of Rio Rancho, New Mexico as described
          therein (the " Mortgage").

     (b)  The Commercial Guaranty of Amrep Corp., a copy of which is attached as
          Exhibit 1.10 as limited by the letter  dated July 25,  2000,  from the
          Bank to Guarantor, a copy of which is attached as Exhibit 1.10(a).

     (c)  Any  Certificates  of Deposit  or other  security  for any  letters of
          credit issued by the Bank on Borrower's behalf, and

     (d)  All other Collateral previously,  now, or hereafter assigned, pledged,
          mortgaged or granted to the Bank to secure repayment of the Loan.

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     2.03  Right of Setoff.  Collateral  includes  the  Bank's  right of set-off
against  any  balance or share  belonging  to  Borrower  of any deposit or other
account with the Bank, notwithstanding any other security for the Loans.

     2.04 Collateral;  Deficiency. All security held by the Bank under the terms
of this Agreement and the other Loan Documents  shall be available as Collateral
for the Loans and may be applied to satisfy the  Borrower's  Obligations  and to
otherwise  perform  its duties and  obligations  under the Loan  Documents.  The
Borrower   shall  remain  liable  for  any  deficiency   remaining   after  such
application.

     2.05 Interest on the Notes.  Interest shall accrue at the rate specified in
the Note. The Bank may, at its option,  calculate and charge  interest as though
each payment is made on the payment due date with principal reductions effective
as of the date of receipt.

     2.06  Repayment  of the Notes.  Each Note  shall be due and  payable on the
dates  specified  in the Note and in  accordance  with the  terms  thereof.  All
payments shall be paid directly to the Bank in immediately available funds. Upon
any Event of Default,  the Bank may charge any deposit  account of Borrower  for
all or any part of the Obligations  due or declared due. The records  maintained
by the Bank  shall be deemed to be  evidence  of the date of and  amount of each
payment on the Note and the other Obligations. Upon an Event of Default payments
may be applied to any  Note(s) in such  amounts and in such order or priority as
the Bank deems necessary.

     2.07 Renewals, Extensions, Additional Loans. Each Note, Line, and Letter of
Credit  referenced  in this  Agreement  contains  its own  repayment  terms  and
maturity.  Borrower  acknowledges the  enforceability of such specific terms and
acknowledges  that there is no  agreement,  representation,  or assurance by the
Bank that a renewal,  extension,  or  modification  of any note or loan, if such
request is made by the  Borrower,  would be  considered or approved by the Bank.
Should  Borrower,  at any  future  date,  request  the  renewal,  extension,  or
modification  of any note or loan,  the decision  whether to grant or allow such
request  shall be at the Bank's sole  discretion,  the Bank has no obligation or
duty to the  Borrower  to grant  such  request(s)  if made,  and  shall  have no
liability to the Borrower or to any other person if it declines, for any reason,
to approve any such request.  This Agreement shall apply to and shall control as
to any  subsequent  renewal,  extension,  modification,  note,  loan,  or  other
extension  of  credit  by the Bank to the  Borrower,  unless  specific  contrary
language,  referencing  that this Agreement does not apply, is contained in such
subsequent note.

SECTION III -  COLLATERAL  REQUIREMENTS;  APPRAISALS;  DISBURSEMENT  PROCEDURES;
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RELEASE PROVISIONS; PAYMENTS.
-----------------------------
     3.01 Provided no Event of Default  exists,  disbursements  payments and lot
releases  shall  be  governed  by this  Agreement  and the  following  exhibits,
applicable  to  the  Notes  identified,  which  contain  various  note  specific
requirements including;  the Borrower maintain minimum collateral  requirements,
entitle the  Borrower  to release of  collateral  and  require  Borrower to make
payment on the Notes:

     (a)  Exhibit 3.01(a) - Disbursement  Procedures,  $4,000,000 Revolving Line
          of Credit Note;

     (b)  Exhibit  3.01(b)  -  Disbursement   Procedures,   $6,385,000   Offsite
          Development Note;

     (c)  Exhibit 3.01(c) - Disbursement Procedures, $2,000,000 Unit 13B On-Site
          Development Note;

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     (d)  Exhibit  3.01(d)  -  Disbursement  Procedure,  $6,000,000  Receivables
          Financing Note;

     (e)  Exhibit  3.01(e) - Procedures for issuing  letters of credit under the
          $502,000  Letter of Credit  Commitment  to issue letters of credit for
          Borrower's  construction  obligations  to the  Town of  Parker  or the
          Parker Water and Sanitation District in Parker, Colorado;

     (f)  No Exhibit.

     (g)  Exhibit  3.01(g)  - Release  Provisions  for the  $8,220,000  Commerce
          Center Note; and

     (h)  Exhibit 3.01 (h) - Disbursement Procedures, $1,500,000 Interim Note.

     3.02  Appraisals.  The value of the real property  subject to the Enchanted
Hills Mortgage and the Commercial  Lots Mortgage is, at the Closing Date,  being
appraised as required by the Bank's credit  policies and  applicable  regulatory
requirements. Such appraisals on the various parcels are expected to be received
over the next 30 days  and upon  receipt,  must be  reviewed  for  adequacy  and
compliance  with the Bank's  internal  requirements  and  applicable  regulatory
compliance. As the appraisals are received,  reviewed, and confirmed to have met
such  requirements,  the value of each appraised  parcel may support advances on
certain Notes as follows,  subject also to the  requirements of the Disbursement
Procedures for such Note:

     (a)  $4,000,000 Revolving Line of Credit Note. Advances on this Note, based
          on the appraised  value of the  Commercial  Lots Mortgage  parcels are
          controlled by Exhibit 3.01(a).

     (b)  $6,385,000   Off-Site   Development   Note  and   $2,000,000  On  Site
          Development  Note.  These Notes will be executed and  delivered to the
          Bank after the  effective  date of this  Agreement.  Advances  on such
          notes will be made only after  receipt,  review,  and  approval by the
          Bank of the appraisals on the Mortgage property,  and will be governed
          by Exhibits 3.01(b) and (c) respectively.

     3.03  Cessation  of Advances.  Notwithstanding  any of the  foregoing,  any
agreement to fund or make advances  under any Note or any commitment to make any
additional  Loan to Borrower,  whether  under this  Agreement or under any other
agreement,  the Bank shall have no obligation to make or fund advances under any
Note nor to fund any other commitment if:

     (a)  Borrower  or any  Guarantor  is in  default  under  the  terms of this
          Agreement,  any Loan Document, or any other agreement that Borrower or
          Guarantor has with the Bank;

     (b)  Borrower  or  Guarantor  becomes   insolvent,   files  a  petition  in
          bankruptcy or similar proceedings, or is adjudged a bankrupt;

     (c)  There  occurs  a  material  adverse  change  in  Borrower's  financial
          condition,  in the  financial  condition of any  Guarantor,  or in the
          value of any Collateral securing any Loan;

     (d)  Any Guarantor seeks,  claims or otherwise attempts to limit, modify or
          revoke the legal enforceability of Guarantor's guaranty of the Loan or
          any other loan with the Bank;

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<PAGE>

     (e)  The Bank  receives any stop notice  pursuant to the Stop Notice Act or
          any lien,  in  excess of  $50,000,  is filed by any  subcontractor  or
          supplier on any real property which is Collateral for this Loan; or

     (f)  The Bank in good faith deems itself  insecure  even though no Event of
          Default shall have occurred.  Any election or agreement by the Bank to
          fund any advance or  disbursement  despite any of the foregoing  shall
          not operate to waive, limit, or modify this provision,  nor create any
          obligation  or duty  upon the Bank to honor any  other  concurrent  or
          subsequent funding requests occurring during an Event of Default.

     3.04 Release Provisions;  Payments. The release of lots or parcels from the
Mortgage are subject to the  requirements  of the exhibits  listed in subsection
3.01, above. Payments of principal and interest on each Note are due and payable
as  specified  in the Note;  additional  payments  on a Note may be  required by
applicable exhibits listed in subsection 3.01.

SECTION IV. COVENANTS, REPRESENTATIONS, REQUIREMENTS, AND RESTRICTIONS.
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     The Borrower represents, warrants, covenants and agrees that:

     4.01  Corporate  Status.  The  Borrower  is a duly  organized  and  validly
existing  corporation  in good  standing  and  duly  authorized  to carry on its
business  in the State of New  Mexico  as now  conducted  and to enter  into and
perform its obligations under this Agreement and each of the Loan Documents.

     4.02  Maintenance of Status.  The Borrower will maintain its existence as a
corporation  which is duly authorized to do business in the State of New Mexico,
will  comply  with all  statutes  and rules and  regulations  applicable  to its
organization and existence and its business in New Mexico or elsewhere, and will
maintain its properties and other assets in good condition.

     4.03 Due  Authorization.  The  execution,  delivery and  performance by the
Borrower  of the Loan  Documents  have been  duly  authorized  by all  necessary
corporate action by the Borrower and its Board of Directors.

     4.04 Validity and Binding  Effect.  The Loan  Documents  have been duly and
validly executed,  issued and delivered by the Borrower and constitute valid and
legally  binding  obligations of the Borrower,  enforceable  in accordance  with
their terms except as may be limited by bankruptcy,  insolvency,  reorganization
or other similar laws related to or affecting enforcement of creditors' rights.

     4.05  Compliance.  The  execution  and delivery by the Borrower of the Loan
Documents and compliance by the Borrower with the terms thereof will not violate
(i) any law or  regulation,  including but not limited to any  securities law or
regulation,   (ii)  Borrower's  Organizational  Documents  or  (iii)  any  other
instrument or agreement binding upon the Borrower.

     4.06 Impositions.  The Borrower will comply with all legal requirements and
will pay all taxes,  assessments,  governmental  charges  and other  obligations
which, if unpaid,  might become a lien against the Borrower's  property,  except


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<PAGE>

liabilities being contested in good faith and against which, if requested by the
Bank,  the  Borrower  will set up reserves to satisfy such  obligations  as they
become due.

     4.07 Expenses and Loan Fees. The Borrower will pay on behalf of the Bank or
reimburse the Bank directly for all reasonable  out-of-pocket  expenses incurred
by the Bank before and after closing in connection with the Loan,  including but
not limited to,  charges and  disbursements  for  appraisals,  title  insurance,
recording fees,  environmental  studies, and the Bank's legal fees. The Borrower
will also pay at the date of the first advance on each of the  following  Notes,
non-refundable  loan fees in the following amount for such Note; $10,000 for the
$4,000,000  Revolving Line of Credit Note,  $17,200 for the  $6,385,000  Offsite
Development  Note, and $10,000 for the $2,000,000  Unit 13B On-Site  Development
Note.

     4.08 Accuracy of  Representations.  No  certificate,  statement,  document,
valuation,  financial or other information delivered by or on behalf of Borrower
to the Bank in connection  herewith or in connection  with the Loan contains any
untrue  statement  of a  material  fact or  fails  to state  any  material  fact
necessary to keep such information from being  misleading.  Borrower  represents
and warrants all financial and other information hereafter furnished to the Bank
will be materially  accurate and complete and acknowledges that such information
will be  submitted to the Bank with the intent that the Bank will rely upon such
information.

     4.09 Financial Information,  Ratios, and Other Information.  So long as any
Loans remain  outstanding,  the Borrower will furnish, or cause to be furnished,
to the Bank  financial  information at such frequency and in form as required by
the Bank and will observe the following requirements:

     (a)  Quarterly Form 10-Q reports filed by Amrep Corporation pursuant to the
          Securities Exchange Act of 1934. Said reports to be provided within 15
          days after each filing with the Securities Exchange Commission.

     (b)  Annual Form 10-K reports  filed by Amrep  Corporation  pursuant to the
          Securities Exchange Act of 1934. Said reports to be provided within 15
          days after each filing with the Securities Exchange Commission.

     (c)  Annual audited consolidated financial statements of Amrep Corporation,
          audited by Arthur  Anderson and Company or other  national  accounting
          firm acceptable to the Bank, within 15 days after Amrep  Corporation's
          receipt of each financial statement.

     (d)  Quarterly  consolidating  financial  statements  and  such  supporting
          documentation  as  Bank  may  require  of  AMREP  Corporation  and all
          subsidiaries, within 60 days after the end of each fiscal quarter.

     (e)  Quarterly  financial  statements  of the Borrower and such  supporting
          documentation as the Bank may require, within 60 days after the end of
          each fiscal quarter.

     (f)  Annual audited financial statements, and such supporting documentation
          as the Bank may require of the Borrower,  within 15 days of receipt by
          the  Borrower  and in no event  more  than 150 days  after  Borrower's
          fiscal year-end.

     (g)  Such other financial and other  information as the Bank may reasonably
          require.

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<PAGE>

     (h)  Borrower and/or Guarantor shall perform,  observe, and comply with the
          provisions contained in Exhibit 4.09(h).

     4.10 Collateral Title, Liens.  Borrower shall, at its own expense, take any
and all actions necessary to remove any encumbrances or clouds upon title to the
Collateral,  except those agreed to in writing by the Bank;  and Borrower  shall
keep the Collateral  free and clear of such  encumbrances  or clouds upon title,
except those agreed to in writing by the Bank.

     4.11 Solvency.  The Borrower is solvent,  and has no actual  knowledge that
there are any  proceedings,  pending  or  threatened  against  it,  which  could
materially  adversely  affect its  financial  condition or its ability to timely
perform  all  Obligations,  nor  are  there  any  governmental  or any  judicial
proceedings of any kind pending or threatened  against it except as disclosed to
the Bank in writing prior to closing.

     4.12  No  Misrepresentation.  No  certificate,  statement,  information  or
documents  delivered  by or on behalf of the Borrower or any  guarantor,  to the
Bank in connection  with this Agreement or in connection  with the Loan contains
any untrue  statement  of a material  fact or fails to state any  material  fact
necessary  to keep  the  statements  contained  in  this  Agreement  from  being
misleading.

     4.13  Collateral  Free and Clear.  The  Collateral is free and clear of any
adverse  liens,  restrictions  or  limitations  including any  restriction  from
transfer  except those that have been  disclosed to the Bank in writing prior to
closing.

     4.14 Notice to Bank of Adverse  Claims.  The Borrower will promptly  notify
the Bank of (i) any  litigation or any claim or  controversy  which might be the
subject of litigation against the Borrower  affecting any of the Collateral,  if
such  litigation or potential  litigation  might, in the event of an unfavorable
outcome,  have a material adverse effect on such entity's financial condition or
on the Bank's lien or  security  interest  in the  Collateral  or might cause an
Event of Default; (ii) any material adverse change in the financial condition or
business of the  Borrower;  (iii) any other  matter  which in the opinion of the
Borrower  might  materially  adversely  affect the  financial  condition  of the
Borrower; and/or (iv) the occurrence of any Event of Default.

     4.15 Records.  The Borrower will keep accurate records,  in accordance with
generally accepted accounting principles, of all its transactions so that at any
time,  and from time to time, its true and complete  financial  condition may be
readily  determined  and, at the Bank's  reasonable  request,  make such records
available  for the  Bank's  inspection  and  permit  the Bank to make and retain
copies thereof.

     4.16 Payment of Wages.  The Borrower  shall pay all wages and payroll taxes
(federal,  state  and  local)  as they  become  due and  shall  comply  with all
applicable federal, state and local labor laws.

     4.17 Further Assurances.  Throughout the term of the Loan, Borrower and any
guarantor  shall  take  whatever  action is deemed by the Bank to be  reasonably
necessary  to  preserve  and/or  protect  the  Bank's  lien  on the  Collateral,
including, without limitation, executing additional documents.

     4.18 No  Assignment.  The Borrower may not without the Bank's prior written
consent , assign the Loan ,the Loan proceeds or the Borrower's  rights under the
Loan Documents. Any such assignment without such consent shall be void.

                                       9
<PAGE>

     4.19 Hazardous  Substances.  The terms "hazardous  substance",  "disposal",
"release",  and "threatened release", as used in this Agreement,  shall have the
same  meanings  as  set  forth  in  the  Comprehensive  Environmental  Response,
Compensation,  and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et
seq. ("CERCLA"),  the Superfund Amendments and Reauthorization Act of 1986, Pub.
L. No. 99-499 ("SARA"),  the Hazardous  Materials  Transportation Act, 49 U.S.C.
Section 1801,  et seq.,  the Resource  Conservation  and Recovery Act, 49 U.S.C.
Section 6901,  et seq., or other  applicable  state or Federal laws,  rules,  or
regulations adopted pursuant to any of the foregoing. Except as disclosed to and
acknowledged by the Bank in writing, Borrower represents and warrants that:

     (a)  During the period of Borrower's ownership of the Collateral, there has
          been no use, generation,  manufacture,  storage, treatment,  disposal,
          release or threatened  release of any hazardous  waste or substance by
          any person on, under, or about any of the Collateral.

     (b)  Borrower  has no  knowledge  of, or reason to  believe  that there has
          been:

          (i)  any use, generation,  manufacture,  storage, treatment, disposal,
               release,   or  threatened  release  of  any  hazardous  waste  or
               substance  by  any  prior  owners  or  occupants  of  any  of the
               Collateral, or

          (ii) any actual or threatened  litigation or claims of any kind by any
               person relating to such matters.

     (c)  Neither Borrower nor any tenant, contractor, agent or other authorized
          user of any of the Collateral shall use, generate, manufacture, store,
          treat,  dispose of, or release any  hazardous  waste or substance  on,
          under,  or about any of the Collateral.  Borrower  authorizes the Bank
          and its agents to enter upon the  Collateral to make such  inspections
          and tests as the Bank may deem appropriate to determine  compliance of
          the Collateral with this section of the Agreement.  Any inspections or
          tests made by the Bank shall be for the Bank's purposes only and shall
          not be construed to create any responsibility or liability on the part
          of the Bank to Borrower or to any other person.

          Borrower hereby:

          (i)  releases  and  waives  any  future  claims  against  the Bank for
               indemnity or  contribution  in the event Borrower  becomes liable
               for cleanup or other costs  (excluding  any cost  incurred due to
               any hazard caused by the Bank, its successors,  or assigns) under
               any such laws, and

          (ii) agrees to  indemnify  and hold  harmless the Bank against any and
               all claims, losses, liabilities, damages, penalties, and expenses
               which  the Bank may  directly  or  indirectly  sustain  or suffer
               resulting  from a breach of this section of the Agreement or as a
               consequence  of  any  use,  generation,   manufacture,   storage,
               disposal,  release  or  threatened  release  occurring  prior  to
               Borrower's  ownership or interest in the  Collateral,  whether or
               not the same was or should have been known to Borrower.

                                       10
<PAGE>

     The provisions of this section of the  Agreement,  including the obligation
to indemnify, shall survive the payment of the indebtedness and the satisfaction
of this  Agreement  and shall not be affected by the Bank's  acquisition  of any
interest in any of the Collateral, whether by foreclosure or otherwise.

     4.20 Insurance.  Maintain fire and other risk insurance,  public  liability
insurance,  and such other  insurance  as the Bank may require  with  respect to
Borrower's  properties  and  operations,  in form,  amounts,  coverages and with
insurance companies reasonably acceptable to the Bank. Borrower, upon request of
the  Bank,  will  deliver  to the  Bank  from  time  to  time  the  policies  or
certificates  of  insurance  in  form   satisfactory  to  the  Bank,   including
stipulations that coverages will not be canceled or diminished  without at least
ten (10) days' prior written notice to the Bank. In connection with all policies
covering  assets in which the Bank holds or is offered a security  interest  for
the  Loans,  Borrower  will  provide  the Bank with such loss  payable  or other
endorsements as Lender may require.

     4.21  Notification  of  Additional  Debt to Borrowers.  The Borrower  shall
notify the Bank in writing  within ten (10)  business  days of incurring any new
indebtedness  in  excess  of  $1,000,000,  individually  or  in  the  aggregate,
including any written or other contractual  commitment to loan the Borrower such
amount(s).

SECTION V - CLOSING CONDITIONS; TITLE INSURANCE.
------------------------------------------------
     5.01  Conditions  Precedent to Closing.  The Bank shall not be obligated to
close the Loan unless all of the following  conditions shall be satisfied at the
time of such advance,  or current compliance with such condition shall have been
waived in writing by the Bank and unless all warranties were substantially true,
correct and accurate at the time made and remain so through closing;

          (a)  The Loan Documents and Other Items.  The Bank shall have received
               original, properly executed Loan Documents and other documents or
               items, including:

               (1)  This Agreement;

               (2)  The Notes, Exhibits 1.15(a-h);

               (3)  The Borrower's Resolution;

               (4)  The Collateral Documents described in Section II.

          (b)  No Default. There shall be no Event of Default under any existing
               Notes or any Loan Documents.

          (c)  No Potential  Default.  No event shall have occurred which,  with
               notice  or lapse of time or both,  would  constitute  an Event of
               Default under any Loan Documents,  unless such potential  default
               shall  have been cured to the  satisfaction  of Bank prior to the
               ripening of such potential default into actual default.

          (d)  Fulfillment of Conditions.  The Borrower shall have satisfied all
               conditions  for the advance and the Borrower  shall be in current
               compliance with all of its covenants,  agreements and obligations
               under any Loan Documents.

                                       11
<PAGE>

     5.02 Title Insurance.  The Bank, in addition to any requirements  necessary
to any  disbursement  or advance  allowed under this Agreement (and any Exhibit)
may require, prior to any advance or disbursement,  ALTA Mortgagee's policies of
title insurance,  insuring a first lien position on the mortgages  referenced in
Section II, including policy endorsements  insuring all advances under the Loan.
Such  coverage  shall  include,  as  necessary,  coverage  for the  revolving or
multiple advance Notes contemplated in this Agreement.

 SECTION VI - DEFAULT AND REMEDIES.
 ----------------------------------
     6.01 Events of Default.  Each of the following shall constitute an Event of
Default under this Agreement:

          (a)  Default on Indebtedness - Failure of Borrower to make any payment
               on any Note within five (5) days of the date due.

          (b)  Other Defaults - Failure of Borrower to comply with or to perform
               any  other  terms,   obligations,   requirements,   restrictions,
               covenants or  conditions  contained  in this  Agreement or in any
               Note or any Loan Document,  or failure of Borrower to comply with
               or to perform any other term,  obligation,  covenant or condition
               contained in any other agreement between Bank and Borrower (other
               than  payment  of a monetary  amount  required  on any Note),  or
               between the  Borrower  and any other  creditor or lender,  within
               fifteen  (15) days of the date due  unless  such  failure  cannot
               reasonably be cured within  fifteen days,  Borrower is diligently
               pursuing the cure, and neither  timely  repayment of the Loan nor
               the  value,  security  or  marketability  of  the  Collateral  is
               impaired.

          (c)  False  Statements - Any  warranty,  representation,  or statement
               made or  furnished  to Bank by or on  behalf of  Borrower  or any
               Guarantor under this Agreement or the Related  Documents is false
               or misleading in any material respect,  either now or at the time
               made or furnished.

          (d)  Defective  Collateralization  -  This  Agreement  or  any  of the
               Related   Documents  ceases  to  be  in  full  force  and  effect
               (including  failure of any collateral  document to create a valid
               and perfected  security interest or lien) at any time and for any
               reason.

          (e)  Insolvency  -  The   dissolution  or  termination  of  Borrower's
               existence  as a  going  business,  insolvency,  appointment  of a
               receiver for any part of Borrower's property,  any assignment for
               the benefit of creditors,  any type of creditor  workout,  or the
               commencement of any proceeding under any bankruptcy or insolvency
               laws by or against Borrower.

          (f)  Creditor  Proceedings - Commencement  of any  collection  action,
               collection suit, garnishment,  attachment,  levy, or foreclosure,
               whether by judicial process,  self-help,  repossession,  or other
               method,  by any creditor of Borrower or of the Guarantor  seeking
               to collect an amount or claim in excess of $100,000.00 or seeking
               to  foreclose  or  execute  against  or  place  a lien  upon  the
               Collateral.  The Borrower  shall give the Bank written  notice of
               the occurrence of any such claim or action;  such event shall not
               be an Event of Default if the Borrower has provided the Bank with
               information,  assurances,  or other necessary protection by which
               the Bank can  reasonably  determine  that such claim  against the
               Borrower or  Guarantor  does not impair  timely  repayment of the
               Loan, nor impair the Collateral.

                                       12
<PAGE>

          (g)  Stop  Notices or Lien Claims - The Bank  receives any stop notice
               pursuant  to the  Stop  Notice  Act or any  lien,  in  excess  of
               $50,000,  is filed by any  subcontractor  or supplier on any real
               property which is Collateral for this Loan.

          (h)  Events  Affecting  Guarantor - Any of the preceding events occurs
               with respect to the Guarantor.

          (i)  Insecurity - Bank, in good faith, deems itself insecure.

     6.02 Remedies Upon  Default.  Upon the  occurrence of any Event of Default,
the Bank may  forthwith  or at any time during such  default or events,  without
notice to the Borrower declare, the unpaid balance of the Obligations, including
all principal and all interest then accrued,  to be immediately due and payable;
and the  Obligations  shall become and be  immediately  due and payable  without
presentment,  notice of protest or other notice of dishonor or of any other kind
of notice whatsoever,  including, without limitation,  notice of default, notice
of intent to  accelerate  and  notice of  acceleration,  all of which are hereby
expressly  waived by Borrower;  and the Bank may immediately  enforce its rights
under the Loan Documents;  and may exercise all rights available to it in law or
equity  including all rights  available  under this Agreement or under the other
Loan Documents.

SECTION VII - MISCELLANEOUS.
----------------------------
     7.01 Execution and Form of Documents.  Each written instrument  required by
this  Agreement  or any of the other Loan  Documents to be furnished to the Bank
shall  be duly  executed  by the  person  or  persons  specified  (or  where  no
particular person is specified,  by such person as the Bank shall require), duly
acknowledged  where  required  by the Bank and,  in the case of  affidavits  and
similar sworn  instruments,  duly sworn to and subscribed before a notary public
duly  authorized  to act in the  premises by  Governmental  Authority;  shall be
furnished to the Bank in one or more copies as required by the Bank; shall be in
such form and of such  substance as shall be  effective,  in the judgment of the
Bank, to accomplish the results  intended by such  instrument;  and shall in all
respects  be in form and  substance  satisfactory  to the Bank and to its  legal
counsel.

     7.02  Form of  Evidence  of  Facts.  Where  evidence  of the  existence  or
nonexistence  of any fact is required by this Agreement or any of the other Loan
Documents to be furnished to the Bank, such evidence shall in all respects be in
form and substance reasonably  satisfactory to the Bank, and the duty to furnish
such  evidence  shall not be  considered  satisfied  until the Bank  shall  have
acknowledged,  in writing, that it is satisfied therewith; provided that, if the
Bank  fails to so  acknowledge  within  sixty  (60) days  after  receipt of such
evidence, it shall be deemed to be satisfied therewith.

     7.03 Assignment of Loan Proceeds.  Borrower hereby  irrevocably  assigns to
the Bank and grants a security  interest to the Bank in and to its right,  title
and interest in (a) all Loan proceeds held by the Bank, whether or not disbursed
and (b) all funds  deposited  by the  Borrower  with the Bank either  under this
Agreement or otherwise.

     7.04  Severability.  If any item,  term or provision  contained in the Loan
Documents is in conflict,  or may  hereafter be held to be in conflict  with the
laws of the United  States or the State of New  Mexico,  as  applicable,  or any
political  subdivision of any of them,  then only the documents  containing such


                                       13
<PAGE>

provision  shall be affected and it shall be affected only as to such particular
item, term or provision and shall in all other respects remain in full force and
effect.

     7.05 No Waiver.  No course of dealing  between the Bank and the Borrower or
any  guarantor,  or any delay on the part of the Bank in  exercising  any rights
hereunder or under the Loan Documents shall operate as a waiver of any rights of
the Bank, except to the extent, if any, expressly waived in writing by the Bank.

     7.06 Survival.  All covenants,  agreements,  representations and warranties
made by the  Borrower in the Loan  Documents  and in any  certificates  or other
documents or instruments  delivered pursuant to this Agreement shall survive the
making  by the Bank of the  Loan  and the  execution  and  delivery  of the Loan
Documents, and shall continue in full force and effect until the Obligations are
paid in full.

     7.07  Notices.  Any  notice,  request or other  communication  required  or
permitted  to be given  hereunder  shall be given in writing  by hand  delivery,
facsimile transmission, delivery by commercial courier or by depositing the same
in the United States Mail, postage prepaid,  addressed to the respective parties
as follows:

If to the Borrower:                         Amrep Southwest, Inc.
                                            333 Rio Rancho Drive
                                            Rio Rancho, NM 87124
                                            Attn: James H. Wall, President

                                             with a copy to:
                                             Matthew M. Spangler, Esq.
                                             P.O. Box 15698
                                             Rio Rancho, NM 87174-5698

If to the Bank:                             Wells Fargo Bank New Mexico, N.A.
                                            P.O. Box 1081
                                            Albuquerque, NM 87103
                                            Attn:  Ron D. Smith, Executive Vice
                                                   President

     7.08 Modification.  This Agreement shall not be changed orally or by course
of conduct or dealing but shall be changed only by  agreement in writing  signed
by all parties hereto.

     7.09  Counterparts.  This Agreement may be executed  simultaneously  in any
number of counterparts,  each of which, when so executed and delivered, shall be
an original,  but such counterparts  shall together  constitute one and the same
instrument.

     7.10 Binding  Effect.  This  Agreement  shall be binding upon the Bank, the
Borrower and its successors, assigns, heirs and personal representatives.

     7.11 No  Partnership  or Joint  Venture.  Notwithstanding  anything  to the
contrary in the Loan Documents,  and  notwithstanding  any action the Bank takes
pursuant to the Loan Documents, the Bank and the Borrower shall not be deemed to
be engaged in a partnership or joint venture, nor shall the Bank be deemed to be
an agent or principal of the Borrower.

                                       14
<PAGE>

     7.12 Assignment by the Bank. The Loan Documents,  and the Loan contemplated
thereby,  may be placed,  participated,  assigned  and/or  serviced  by the Bank
and/or its successors and assigns,  and in connection with any of the foregoing,
the Bank may receive  servicing,  brokerage or other fees.  Any such  placement,
participation,  assignment or servicing shall be at the Bank's sole option;  and
the Bank and its successors and assigns shall have no obligations to disclose to
the Borrower the receipt,  or contemplated  receipt, of any such fees, nor shall
the Borrower have any claim or right to the same. In the event the Bank sells or
transfers its entire  interest in the Loan and the Loan  Documents,  the Bank or
such  purchaser  or assignee  will notify the  Borrower of such event  within 30
days.

     7.13 Relation to Other Documents.  The provisions of this Agreement are not
intended to  supersede  the  provisions  of the other Loan  Documents  except as
stated hereinabove,  but should be construed as supplemental  thereto.  However,
except as specifically  provided herein, if there is any  inconsistency  between
the  provisions of this Agreement and the other Loan  Documents,  this Agreement
shall control any conflicting  language or provision  deemed modified to comport
with this Agreement. All terms or words defined in this Agreement shall have the
same  meaning,  in any exhibit to this  Agreement,  unless a particular  exhibit
contains a specific alternative definition for use in that exhibit.

     7.14  Arbitration  and  Jurisdiction.  Upon the  demand of any  party,  any
Dispute  shall be  resolved by binding  arbitration  (except as set forth in (e)
below) in accordance  with the terms of this  Agreement.  A "Dispute" shall mean
any action,  dispute,  claim or controversy of any kind,  whether in contract or
tort,  statutory or common law,  legal or  equitable,  now existing or hereafter
arising under or in connection  with,  or in any way  pertaining  to, any of the
Loan Documents,  or any past,  present or future  extensions of credit and other
activities,  transactions  or  obligations  of  any  kind  related  directly  or
indirectly to any of the Loan Documents,  including without  limitation,  any of
the  foregoing  arising  in  connection  with  the  exercise  of any  self-help,
ancillary or other remedies pursuant to any of the Loan Documents. Any party may
by  summary  proceedings  bring an action in court to  compel  arbitration  of a
Dispute.  Any party who fails or refuses to submit to  arbitration  following  a
lawful  demand by any other party shall bear all costs and expenses  incurred by
such other party in compelling arbitration of any Dispute.

          (a) Governing Rules.  Arbitration proceedings shall be administered by
     the American Arbitration Association ("AAA") or such other administrator as
     the parties shall mutually agree upon in accordance with the AAA Commercial
     Arbitration  Rules. All Disputes submitted to arbitration shall be resolved
     in  accordance  with the  Federal  Arbitration  Act  (Title 9 of the United
     States Code),  notwithstanding  any conflicting  choice of law provision in
     any of the Loan Documents. The arbitration shall be conducted at a location
     in Albuquerque,  New Mexico selected by the AAA or other administrator.  If
     there is any inconsistency between the terms hereof and any such rules, the
     terms and  procedures  set forth  herein  shall  control.  All  statutes of
     limitation  applicable  to any  Dispute  shall  apply  to  any  arbitration
     proceeding.  All discovery activities shall be expressly limited to matters
     directly relevant to the Dispute being arbitrated.  Judgment upon any award
     rendered in an arbitration may be entered in any court having jurisdiction;
     provided  however,  that nothing  contained  herein shall be deemed to be a
     waiver by any party that is a bank of the protections  afforded to it under
     12 U.S.C. 91 or any similar applicable state law.

          (b) No Waiver;  Provisional  Remedies,  Self-Help and Foreclosure.  No
     provision  hereof shall limit the right of any party to exercise  self-help
     remedies  such as  setoff,  foreclosure  against  or  sale  of any  real or
     personal  property  collateral  or security,  or to obtain  provisional  or
     ancillary  remedies,   including  without  limitation   injunctive  relief,


                                       15
<PAGE>

     sequestration,  attachment,  garnishment or the  appointment of a receiver,
     from a court of competent jurisdiction before, after or during the pendency
     of any  arbitration  or other  proceeding.  The exercise of any such remedy
     shall not waive the right of any party to compel arbitration hereunder.

          (c) Arbitrator Qualifications and Powers; Awards.  Arbitrators must be
     active  members  of the State Bar of New  Mexico or  retired  judges of the
     state or federal  judiciary of New Mexico with expertise in the substantive
     law  applicable  to the  subject  matter of the  Dispute.  Arbitrators  are
     empowered  to resolve  Disputes  by summary  rulings in response to motions
     filed prior to the final arbitration hearing. Arbitrators (i) shall resolve
     all Disputes in  accordance  with the  substantive  law of the State of New
     Mexico,  (ii) may grant any  remedy or relief  that a court of the State of
     New Mexico could order or grant within the scope hereof and such  ancillary
     relief as is necessary to make  effective  any award,  and (iii) shall have
     the power to award recovery of all costs and fees, to impose  sanctions and
     to take such other  actions  as they deem  necessary  to the same  extent a
     judge  could  pursuant  to the Federal  Rules of Civil  Procedure,  the New
     Mexico  Rules of Civil  Procedure or other  applicable  law. Any Dispute in
     which the amount in controversy is $5,000,000 or less shall be decided by a
     single  arbitrator who shall not render an award of greater than $5,000,000
     (including  damages,  costs, fees and expenses).  By submission to a single
     arbitrator,  each party expressly waives any right or claim to recover more
     than  $5,000,000.  Any Dispute in which the amount in  controversy  exceeds
     $5,000,000  shall  be  decided  by  majority  vote  of  a  panel  of  three
     arbitrators;  provided  however,  that all three  arbitrators must actively
     participate in all hearings and deliberations.

          (d)  Miscellaneous.  To the maximum extent  practicable,  the AAA, the
     arbitrators  and the parties shall take all action required to conclude any
     arbitration  proceeding  within 180 days of the filing of the Dispute  with
     the AAA. No  arbitrator  or other party to an  arbitration  proceeding  may
     disclose the existence,  content or results thereof, except for disclosures
     of information by a party required in the ordinary  course of its business,
     by applicable law or regulation, or to the extent necessary to exercise any
     judicial  review  rights set forth  herein.  If more than one agreement for
     arbitration by or between the parties potentially applies to a Dispute, the
     arbitration  provision  most directly  related to the Loan Documents or the
     subject matter of the Dispute shall  control.  This  arbitration  provision
     shall  survive  termination,  amendment  or  expiration  of any of the Loan
     Documents or any relationship between the parties.

     7.15  Governing  Law.  This  Agreement  and the Loan  Documents  have  been
negotiated,  executed and delivered  solely within the State of New Mexico.  The
rights and obligations of the parties under this Agreement and under each of the
Loan Documents  shall be governed by and construed and interpreted in accordance
with the laws of the State of New Mexico.

BORROWER:                          AMREP SOUTHWEST, INC.

                              By:      /s/   James H. Wall
                                 James H. Wall, President


                                       16
<PAGE>

BANK:                          WELLS FARGO BANK NEW MEXICO, N.A.

                              By:      /s/   Ron D. Smith
                                 Ron D. Smith, Executive Vice President

                                       17
<PAGE>


                  FIRST AMENDMENT TO THE MASTER LOAN AGREEMENT
                  --------------------------------------------
                          DATED EFFECTIVE JULY 31, 2000
                          -----------------------------
     THIS AMENDMENT is dated effective January 5, 2001,  between and among Amrep
Southwest,  Inc. (the  "Borrower"),  Rio Venture XV, Inc. ("Rio  Venture"),  and
Wells Fargo Bank New Mexico, N.A. (the "Bank").

     This  Amendment  is  made  pursuant  to  Section  7.08 of the  Master  Loan
Agreement  dated  effective  July 31, 2000 (the  "Agreement").  The parties each
acknowledge and agree that the Agreement remains in full force and effect except
as  specifically  modified or altered herein and that as used hereafter the term
"Agreement" refers to the Agreement, as amended and modified by this Amendment.

     1. Borrower has requested  that the Bank grant it a new credit  facility in
the amount of $2,000,000,  payable in six months, to fund the Borrower's working
capital  requirements.  The Bank has agreed to grant such credit under the terms
and conditions contained and referenced herein.

     2. Rio Venture and the  Borrower  have  requested  that the Bank extend the
maturity of the June 30, 1999,  loan  originated  by the Bank to Eldorado  Joint
Venture,  assumed by Rio Venture under the Assumption  Agreement dated effective
February 25, 2000,  the "Eldorado  Note" from December 30, 2000, to December 30,
2001,  under the terms,  conditions  and  requirements  contained or  referenced
herein.

     3. The $2,000,000  Working Capital Note,  maturing July 5, 2001, is granted
by the Bank.  A copy of such Note is attached as Exhibit  1.15(i).  The Borrower
acknowledges  and agrees that such Note is a "Note" as defined in the  Agreement
and is secured by all Collateral as defined in the Agreement.

     4. The $1,500,000 Interim Note (Exhibit 1.15(h)) has been paid in full.

     5. A copy of the Eldorado Note is attached as Exhibit 1.15(j) and a copy of
the  Promissory  Note Change in Terms  Agreement  extending the maturity date of
such Note is attached as Exhibit 1.15(j)(1).

     6. The  following  additional  language is added to Section 2.07  Renewals,
Extensions and Additional Loans is restated to read:

     Each Note, Line, and Letter of Credit referenced in this Agreement contains
     its  own  repayment   terms  and  maturity.   Borrower   acknowledges   the
     enforceability  of such specific  terms and  acknowledges  that there is no
     agreement,  representation,  or  assurance  by the  Bank  that  a  renewal,
     extension,  or modification of any note or loan, if such request is made by
     the Borrower, would be considered or approved by the Bank. Should Borrower,
     at any future date, request the renewal,  extension, or modification of any
     note or loan, the decision  whether to grant or allow such request shall be
     at the Bank's sole  discretion,  the Bank has no  obligation or duty to the
     Borrower to grant such  request(s) if made,  and shall have no liability to
     the  Borrower or to any other  person if it  declines,  for any reason,  to
     approve any such request.  This Agreement  shall apply to and shall control
     as to any subsequent renewal, extension, modification, note, loan, or other
     extension of credit by the Bank to the Borrower,  unless specific  contrary
     language,  referencing  that this Agreement does not apply, is contained in
     such  subsequent  note.  Without  limiting or altering the  foregoing,  the
     Borrower acknowledges and agrees that should it, at the maturity of the new


                                       18
<PAGE>

     $2,000,000  Working  Capital  Note request any renewal or extension of such
     Note,  any  consideration  by the Bank shall first require that the request
     include  the  continuing  guaranty of such Note by Amrep  Corporation.  The
     decision whether to consider or to grant such request,  if made, shall rest
     solely with the Bank. Should the Bank consider such request, it would do so
     based  on  its  then  applicable  credit  and  underwriting  standards  and
     criteria.  Neither this additional  language nor any agreement to review or
     consider such request,  if made, shall be deemed or operate to suggest such
     request may be granted nor require the Bank to grant or allow such  request
     or renewal.

     7. The following provisions are added to Section 3.01:

               a)  Exhibit  3.01(i):  Payment  Requirements  for the  $2,000,000
               Working Capital Note.

               b) Exhibit 3.01(j):  Payment  Requirements and Release Provisions
               for the Eldorado Note.

     8. Exhibit 4.09(h) is modified by Replacement  Exhibit  4.09(h),  a copy of
which is attached, which further limits payments and transfers of funds from the
Borrower to its parent company Amrep Corporation.

     9.  The  Borrower  acknowledges  and  reaffirms  its  liability  under  the
Commercial  Guaranty  dated June 30, 1999,  of the  Eldorado  Note and that such
Guaranty continues in full force and effect according to its terms.

     10. The parties  acknowledge  and agree that the term  "Dispute" as used in
Section 7.14  Arbitration  and  Jurisdiction  now includes the Eldorado  Note as
modified by the Change in Terms Agreement  dated effective  January 5, 2001, and
all collateral and loan documents  related thereto,  including all guaranties of
such indebtedness.

WELLS FARGO BANK                            AMREP SOUTHWEST, INC.
NEW MEXICO, N.A.

By:___/s/ Elizabeth R. Allbright_________            By:__/s/ James H. Wall_____
       Elizabeth R. Allbright, Vice President        James H. Wall, President

                                                     RIO VENTURE XV, INC.

                                                     By:  /s/ James H. Wall
                                                     Its:  Pres.

                                       19
<PAGE>


                 SECOND AMENDMENT DATED EFFECTIVE JUNE 15, 2001,
                 -----------------------------------------------
                          TO THE MASTER LOAN AGREEMENT
                          ----------------------------
                          DATED EFFECTIVE JULY 31, 2000
                          -----------------------------
     THIS AMENDMENT is dated  effective  June 15, 2001,  between and among Amrep
Southwest,  Inc. (the  "Borrower"),  and Wells Fargo Bank New Mexico,  N.A. (the
"Bank").

     This  Amendment  is  made  pursuant  to  Section  7.08 of the  Master  Loan
Agreement  dated  effective  July 31,  2000  (the  "Agreement").  As used in the
Agreement,  this Amendment, and all exhibits hereto, the term "Agreement" refers
to the Agreement, as amended and modified by this Amendment.

     1. Borrower has requested that the Bank approve the changes to the Loan, as
detailed  herein,  in order to allow the Borrower to advance up to $4,400,000.00
in cash to its parent company,  Amrep Corp.,  from the sale of residential  real
property in Bradbury, Colorado (the "Bradbury Sale").

     2. The Bank is willing to allow such  upstreaming,  in consideration of the
changes and  modifications to the Loan,  including certain existing Notes and in
consideration of the other provisions, requirements, restrictions, and covenants
contained in this Amendment or referenced in the Exhibits hereto.

     3.  Generally,  changes to existing Notes under the Loan, as detailed below
and in the referenced exhibits, are:

          a) the  "$4,000,000.00  Revolving  Line of Credit Note" dated July 31,
          2000,  maturing  October 31, 2001, in the maximum  principal amount of
          $4,000,000.00,  will be reduced  to the  maximum  principal  amount of
          $3,000,000.00,  as provided in paragraph 11,  below,  in the Change in
          Terms  Agreement  attached as Exhibit  1.15(a).1,  and in the attached
          Second Replacement Exhibit 3.01(a), and

          b) the  "$6,000,000.00  Receivables  Financing  Note" dated August 17,
          2000, maturing September 30, 2001, is reduced to the maximum principal
          amount of $3,000,000.00,  as provided in the Change in Terms Agreement
          attached as Exhibit 1.15(d).1,  and in the Second Replacement  Exhibit
          3.01(d).

     4.  Upon  Borrowers  closing  of  the  Bradbury  Sale  and  payment  by the
purchaser,  the Borrower expects to receive  approximately  $7,000,000.00 of net
cash proceeds and proposes to transfer up to  $4,400,000.00  of such proceeds to
its parent company Amrep Corp.

     5. Such transfer would be prohibited under the previous Exhibit  4.09(h)(B)
to the Loan  Agreement,  but for this  Amendment  and the  provisions  contained
herein and in the exhibits hereto.

     6. Amrep Corp.  requests the  $4,400,000.00  transfer  from the Borrower in
order to repay certain  obligations to its subsidiary Kable News, to allow Kable
News to apply  such  amount to reduce  its  current  indebtedness  to its lender
American National Bank and Trust, Chicago, Illinois.  Further, Kable News lender
has requested that, pending receipt of such partial payment,  the Borrower grant
that  lender a deed of trust  lien up to the  amount  of  $4,400,000.00,  on the


                                       20
<PAGE>

Bradbury,  Colorado property, securing obligations of Kable News to such lender.
Prior  written  approval  by the Bank is  required  under  the terms of the Loan
Agreement for the Borrower to grant such lien.

     7. The  Borrower  is  allowed,  upon the  execution  and  delivery  of this
Amendment and all other documents  referenced  herein, to execute and deliver to
American  National  Bank and Trust,  a deed of trust on the  Bradbury,  Colorado
property,  for the principal amount of  $4,400,000.00,  securing  obligations of
Kable News to such Lender, in the form attached hereto as Exhibit A.

     8. The $2,000,000.00  Working Capital Note dated January 5, 2001,  maturing
July 5, 2001, is paid in full as part of the execution of this Amendment.

     9. The Bank has required for approval of these  transactions  the Corporate
Resolution  to  Guaranty  and the  Commercial  Guaranty  by Amrep  Corp.  of all
indebtedness of the Borrower in the forms attached as Exhibits B and C.

     10.  Additional  limitations on the amount of distributions by the Borrower
to Amrep Corp. are contained in Second Replacement Exhibit 4.09(h) to the Master
Loan Agreement.

     11. The Change in Terms Agreement reducing the $4,000,000.00 Revolving Line
of Credit Note to $3,000,000.00 and portions of the Second  Replacement  Exhibit
3.01(a)  which reduce such Note and advances  under such Note to  $3,000,000.00,
shall be effective  immediately  upon the  earliest of any one of the  following
events:

          a) closing of the Bradbury Sale,

          b)   closing  on a  sale  by  the  Borrower  of  its  Lot  G,  Folsom,
               California property, or

          c)   September 30, 2001.

     12.  The  Borrower  will pay at  closing  all legal  fees and  other  costs
incurred by the Bank to prepare this  Amendment,  all related  documents and the
closing of these transactions.

     13.  The  parties  each  acknowledge  and  agree  that  the  Agreement,  as
previously  amended  by the First  Amendment  dated  effective  January 5, 2001,
remains in full force and effect except as  specifically  modified or altered by
this Amendment and the exhibits hereto.

WELLS FARGO BANK                            AMREP SOUTHWEST, INC.
NEW MEXICO, N.A.

By:_/s/ Elizabeth R. Allbright__________             By:_/s/ James H. Wall_____
   Elizabeth R. Allbright, Vice President            James H. Wall, President



                                       21
<PAGE>


        SECOND REPLACEMENT EXHIBIT 3.01(a) dated effective June 15, 2001
        ----------------------------------------------------------------
             to MASTER LOAN AGREEMENT dated effective July 31, 2000
             ------------------------------------------------------
                    Disbursement Procedures and Requirements
                    ----------------------------------------
                for the $4,000,000 Revolving Line of Credit Note
                ------------------------------------------------
            (to be reduced to a $3,000,000.00 revolving credit note)

     The Borrower shall, in addition to all other  requirements and restrictions
under the Master Loan Agreement,  observe and perform the following requirements
as to the now $3,000,000.00  Revolving Line of Credit Note (referred to below as
"this Note"):

A. PURPOSE
   -------
     This Note is  intended  to be a  revolving  credit  facility in the maximum
principal   amount  of   $4,000,000.00   to  fund  Borrower's   various  project
construction costs and development working capital costs. Upon the occurrence of
the first of certain  occurrences,  the maximum disbursed amount will be limited
to $3,000,000.00

B. BORROWING BASE; REDUCTION
   -------------------------
          1. All amounts  outstanding and all advances requested under this Note
     shall be based  upon a maximum  Credit  Balance  not to  exceed  60% of the
     Collateral  Value.  For  purposes  of such  calculation,  the term  "Credit
     Balance" means the principal  balances of this Note.  The term  "Collateral
     Value" means the bulk valuation, as determined by the Bank's appraisals, of
     the  commercial  parcels,  mortgaged  to the  Bank  in the  Mortgage  dated
     effective July 31, 2000, in Commerce Center,  Gateway South, Gateway North,
     High Resort Center,  Arrowhead Ridge, and Unser  Marketplace  (Such parcels
     collectively  referred to as the  "Commercial  Lots" and more  specifically
     described in the  Mortgage).  In the event the Credit Balance to Collateral
     Value ratio exceeds 60%, the Borrower shall  immediately  reduce the Credit
     Balance by the amount  necessary to reduce such ratio to not more than 60%.
     Such reduction shall be applied in the order specified in Section D below.

          2. In addition to the requirements and restrictions of subparagraph 1,
     above,  any sale of  Commercial  Lot(s) which occurs prior to the effective
     date  of the  reduction  of  this  revolving  line  from  $4,000,000.00  to
     $3,000,000.00 will result in the committed amount on the Note being reduced
     by an amount  equal to the net  proceeds  from the sale of such  Commercial
     Lot(s) up to the  maximum  aggregate  reduction  of  $1,000,000.00.  If the
     outstanding  Credit Balance is greater than the resulting reduced committed
     balance, then the Borrower must reduce the principal balance of the Note by
     such excess. For example, if the Note balance is $3,500,000.00 and there is
     a sale of a  Commercial  Lot for net  proceeds  of  $750,000.00,  the total
     commitment  of  $4,000,000.00,  is  reduced  by the  $750,000.00  sale,  to
     $3,250,000.00.  The principal  balance of $3,500,000.00  must be reduced by
     $250,000.00 to equal the reduced committed  balance of $3,250,000.00.  This
     requirement  is  in  addition  to  the  requirement  to  maintain  the  60%
     Collateral to Value ratio  requirement in subparagraph  1, above,  and will
     continue until the Note commitment is reduced to  $3,000,000.00 as provided
     in the Second Amendment dated June 15, 2001, to the Master Loan Agreement.

C. DISBURSEMENTS
   -------------
                                       22
<PAGE>

     Provided  no event of  default  or  noncompliance  with the Loan  Agreement
exists,  this Note is not fully advanced,  and the following  requirements  have
been  satisfied,  the  Borrower  may  request,  subject to all  limitations  and
requirements  of Section B, that the Bank advance  undisbursed  proceeds on this
Note up to a Credit  Balance of 60% of the  Collateral  Value of the  unreleased
Commercial  Lots. If  available,  such funds will be advanced by the Bank within
three (3) business days of the date requested.

D. PAYMENTS AND RELEASES FOR LOT SALES
   -----------------------------------
     Provided no event of default has occurred,  the Borrower  shall be entitled
to releases of its mortgage  lien on the  Commercial  Lots as follows,  to allow
said lots to be sold and conveyed to third party  purchasers,  at fair value and
the proceeds are applied as follows:

     1.  Proceeds  from  Sale of  Commercial  Lots.  Proceeds  from  the sale of
     CommercialLots  shall,  if necessary to maintain the 60% Credit  Balance to
     Collateral Value ratio, be applied to reduce the principal  balance of this
     Note.  Proceeds  from  sales of  Commercial  Lots not  needed to reduce the
     principal balance of maintain such ratio, will be released to the Borrower.

     2. Releases of Excess  Commercial Lots.  Releases as to Commercial Lots may
     be requested by the Borrower  provided that the  principal  balance of this
     Note does not exceed  $3,000,000.00,  provided  that the  resulting  Credit
     Balance to  Collateral  Value  ratio does  exceed  60%,  and subject to the
     requirements  of Section B, above.  Should a release be  requested  and the
     resulting  Credit  Balance to  Collateral  Value would be greater than 60%,
     Borrower  shall  reduce the  Credit  Balance by payment on a note(s) in the
     order  provided in Section B, above  before the  requested  release will be
     allowed.

     3.  Releases  Upon any  Event of  Default.  If any  event  of  default  has
     occurred,  releasesof the Bank's mortgage lien otherwise  allowed by any of
     the above provisions shall be at the sole discretion of the Bank.

E. SUBSTITUTE LEGAL DESCRIPTIONS AND RELEASES FOR DEDICATED STREETS, ETC.
   ----------------------------------------------------------------------
     Borrower  has or is  presently  in the  process of  preparing  and  seeking
approval for  development  plans,  including  approval of subdivision  plans and
plats, which will result in the platting of certain presently unplatted portions
in Unit 20. As a result,  the legal  descriptions  in some  presently  unplatted
portions of Unit 20 will be converted  into tract legal  descriptions.  The Bank
agrees,  provided it approves the form,  resulting  numbers,  sizes of lots, and
collateral values of residential and commercial lots created as a result of such
plats, and also subject to the Bank's ability to confirm and obtain  appropriate
modifications  of the Mortgage,  endorsements of title  insurance  insuring such
Mortgage,  and subject  also to any other  necessary  assurances,  to modify the
Mortgage  to revise  such legal  descriptions.  The Bank will not  disprove  the
substitution of legal  descriptions  or the release of dedicated  property as to
any  platted  dedication  conforming  to the Unit 20 master  plan or the Unit 20
Development  Agreements  between the Borrower and the City of Rio Rancho.  As to
such  approved  replats,  the Bank will release the Mortgage as to those platted
portions  of  property  to be  dedicated  to the City of Rio  Rancho  for public
streets, drainage areas, public facilities, or other infrastructure required for
platting,  public  use,  and public  access as a  condition  for master  plan or
subdivision approval. As to such parcels, no release payment is required.



                                       23
<PAGE>


                    EXHIBIT 3.01(b) to MASTER LOAN AGREEMENT
                    ----------------------------------------
                          Dated Effective July 31, 2000
                          -----------------------------
           Disbursement Procedures, Requirements, Limitations, and Lot
           -----------------------------------------------------------
              Releases for the $6,385,000 Off Site Development Note
              -----------------------------------------------------
A. Appraisal.
   ----------
     The value of the property  subject to the Enchanted  Hills  Mortgage is, at
the Closing Date,  being  appraised as required by the Bank credit  policies and
applicable  regulatory  requirements.  Such appraisal is expected to be received
over the next 30 days  and upon  receipt,  must be  reviewed  for  adequacy  and
compliance  with the Bank's  internal  requirements  and  applicable  regulatory
compliance. When the appraisal is received,  reviewed, and confirmed to have met
such  requirements  and  established  a  minimum  wholesale  or  bulk  value  of
$9,825,000  for Units 9, 10,  11, 12,  13A,  14A,  and 14B,  the  Borrower  will
immediately  execute and deliver the Note to the Bank and the  Borrower may then
request advances on the Note in accordance with these Disbursement Procedures.

B. Disbursement Procedures and Requirements.
   -----------------------------------------
     This Note is a multiple advance,  non-revolving,  declining balance, credit
facility. The Bank will, subject to the terms of the Agreement disburse not more
than the aggregate maximum principal amount of $6,385,000 as follows:

     1.   $705,500 to  renew/extend  the  outstanding  principal  balance of the
          February 29, 1999, offsite development note, and

     2.   the remainder,  up to the maximum  aggregate Note amount including the
          amounts  advanced  under the preceding  paragraph,  to fund 75% of the
          Borrower's  actual  cost  of  satisfactorily   completed  unreimbursed
          offsite  development costs for Enchanted Hills portion of Unit 20, Rio
          Rancho,  Sandoval County,  New Mexico,  primarily to complete the main
          drainage channel through Enchanted Hills.

All advances shall be subject to the following requirements and restrictions:

     3.   The  aggregate of all principal  advances on this Note,  including the
          $705,500  advance to  renew/extend  the  February  29,  1999,  offsite
          development  note  balance,  will  not  exceed  $6,385,000.  The  Note
          requires  periodic  interest and principal  payments  described in the
          Note and below and is due and payable in full February 17, 2003.

     4.   This Note is a non-revolving  credit facility with a declining maximum
          outstanding principal balance,  requiring quarterly interest payments,
          and requiring principal payments to reduce the principal amount of the
          Note during its term as follows:

          a)   Interest  Payments:  Quarterly  interest  payments of all accrued
               interest due beginning  November 17, 2000,  and continuing on the
               same  day  of  each  subsequent  three  (3)  month  period  until
               maturity.

          b)   Principal  Payments:  Quarterly  principal  payments  of $638,500
               beginning  April 30, 2001, and continuing on the same day of each


                                       24
<PAGE>

               subsequent  three (3) month period until  maturity.  Payments for
               release of individual  lots sold during the term of the Note will
               be applied to the required quarterly principal reductions, during
               the quarter  received.  Payments  made in excess of the quarterly
               requirement will be a credit toward the next quarterly payment.

          5.   Draw  requests by the Borrower  shall be made not more often than
               twice per month;

          6.   Draw requests will be  accompanied  by a signed  application  and
               request  for  advance  (in the form of AIA  Document  No. G702 or
               mutually agreeable equivalent), which details:

               (a)  Total budgeted cost by category;

               (b)  Percentage completed since the previous request;

               (c)  Total percentage completed by category;

               (d)  Estimated (or if known, actual) cost per category, including
                    total cost,  cost for activity  performed  during the month,
                    and total amount of activity completed to date by category;

               (e)  Borrower's pro-rata cost since the last request and to date,
                    by item or activity; and

               (f)  Bank's  pro-rata cost since the last request and to date, by
                    item or activity.

          7.   Any costs for which the Bank has  previously  advanced a pro-rata
               amount under the previous  offsite  development loan shall not be
               eligible for  inclusion in the costs for pro-rata  funding  under
               this Note.

          8.   Requests  shall  include a signed  statement  by the  appropriate
               representative  of the  Borrower  that all  invoices  for work or
               materials related to such development are properly  submitted and
               that Borrower has paid or approved for payment in accordance with
               its terms and conditions payment to such provider.

          9.   The Bank shall,  within ten (10)  business days of receipt of the
               draw  request,  inspect the  property  and  improvements,  to the
               extent it deems necessary,  to verify the apparent  completion of
               work  reportedly  performed.  Within such 10-day  period the Bank
               will approve the draw requests and advance the appropriate amount
               of Loan proceeds,  by direct  deposit to Borrower's  account with
               the Bank or as otherwise  agreed by the  parties,  or will notify
               the  Borrower  of any  concern  regarding  the draw  request  and
               documentation.  The  parties  will  use  their  best  efforts  to
               immediately resolve any questions or discrepancies.

          10.  In the event actual  construction  costs for the project are less
               than 90% of budget,  the Bank  shall  advance  only its  pro-rata
               share (75%) of the actual costs incurred. If such total costs are
               in  excess  of the  construction  budget,  the Bank  shall not be
               obligated  to advance  more than the Loan amount and all costs in
               excess of budget shall be promptly paid by Borrower.

C. Release Provisions
   ------------------
                                       25
<PAGE>

     Provided  no Event of  Default  exists,  Borrower  shall be  entitled  to a
release of the Bank's mortgage lien(s) on an individual  lot(s) provided that as
to such lot(s):

          1.   The  Borrower  pays to the  Bank a per  lot  release  payment  of
               $6,800, for lots in Phases 9 through 12, 13A, 14A, and 14B;

          (1)  All other  conditions or  limitations  as to the release of a lot
               contained in the Agreement or any other exhibit thereto have been
               satisfied, and

          (2)  Additional release payments are required for lots in Phase 13B as
               provided in Exhibit 3.01(c).

D. Substitute Legal Descriptions and Releases for Dedicated Streets, etc.
   ----------------------------------------------------------------------
     Borrower  has or is  presently  in the  process of  preparing  and  seeking
approval for  development  plans,  including  approval of subdivision  plans and
plats, which will result in the platting of certain presently unplatted portions
in Unit 20. As a result,  the legal  descriptions  in some  presently  unplatted
portions of Unit 20 will be converted  into tract legal  descriptions.  The Bank
agrees,  provided it approves the form,  resulting  numbers,  sizes of lots, and
collateral values of residential and commercial lots created as a result of such
plats, and also subject to the Bank's ability to confirm and obtain  appropriate
modifications  of the Mortgage,  endorsements of title  insurance  insuring such
Mortgage,  and subject  also to any other  necessary  assurances,  to modify the
Mortgage  to revise  such legal  descriptions.  The Bank will not  disprove  the
substitution of legal  descriptions  or the release of dedicated  property as to
any  platted  dedication  conforming  to the Unit 20 master  plan or the Unit 20
Development  Agreements  between the Borrower and the City of Rio Rancho.  As to
such  approved  replats,  the Bank will release the Mortgage as to those platted
portions  of  property  to be  dedicated  to the City of Rio  Rancho  for public
streets, drainage areas, public facilities, or other infrastructure required for
platting,  public  use,  and public  access as a  condition  for master  plan or
subdivision approval. As to such parcels, no release payment is required.



                                       26
<PAGE>



                    EXHIBIT 3.01(c) to MASTER LOAN AGREEMENT
                    ----------------------------------------
                          Dated Effective July 31, 2000
                          -----------------------------
                  Disbursement Procedures, Limitations, and Lot
                  ---------------------------------------------
          Releases for the Unit 13B $2,000,000 On Site Development Note
          -------------------------------------------------------------

A. Appraisal.
   ---------
     The value of the property  subject to the Enchanted  Hills  Mortgage is, at
the Closing Date,  being  appraised as required by the Bank credit  policies and
applicable  regulatory  requirements.  Such appraisal is expected to be received
over the next 30 days  and upon  receipt,  must be  reviewed  for  adequacy  and
compliance  with the Bank's  internal  requirements  and  applicable  regulatory
compliance. When the appraisal is received,  reviewed, and confirmed to have met
such  requirements  and  established  a  minimum  wholesale  or  bulk  value  of
$3,080,000 for Unit 13B, the Borrower will  immediately  execute and deliver the
Note to the  Bank and the  Borrower  may then  request  advances  on the Note in
accordance with these Disbursement Procedures.

B. Disbursement Procedures and Requirements.
   -----------------------------------------
     The Bank will,  subject to the terms of this Agreement,  disburse up to 80%
of Borrower's actual lot development costs not previously submitted for Unit 13B
of Enchanted  Hills,  Rio Rancho,  Sandoval  County,  New Mexico.  The aggregate
maximum amount of all principal  advances  advanced on the Note shall not exceed
$2,000,000, subject to the following additional provisions:

     1.   Draw requests by the Borrower  shall be made not more often than twice
          per month;

     2.   Draw requests will be accompanied by a signed  application and request
          for  advance  (in  the  form of AIA  Document  No.  G702  or  mutually
          agreeable equivalent), which details:

          (a)  Total budgeted cost by category;

          (b)  Percentage completed since the previous request by category;

          (c)  Total percentage completed by category;

          (d)  Estimated  (or if known,  actual)  cost per  category,  including
               total cost,  cost for activity  performed  during the month,  and
               total amount of activity completed to date by category;

          (e)  Borrower's  pro-rata costs since the last request and to date, by
               item or activity; and

          (f)  Bank's  pro-rata cost since the last request and to date, by item
               or activity.

     3.   Requests  shall  include  a  signed   statement  by  the   appropriate
          representative of the Borrower that all invoices for work or materials
          related to such  development are properly  submitted and that Borrower
          has paid or  approved  for  payment in  accordance  with its terms and
          conditions payment with such provider.

                                       27
<PAGE>

     4.   The Bank shall,  within ten (10)  business days of receipt of the draw
          request, inspect the property and improvements, to the extent it deems
          necessary,  to  verify  the  apparent  completion  of work  reportedly
          performed.  Within such 10-day  period the Bank will  approve the draw
          requests  and  advance the  appropriate  amount of Loan  proceeds,  by
          direct  deposit to  Borrower's  account  with the Bank or as otherwise
          agreed by the  parties,  or will  notify the  Borrower  of any concern
          regarding  the draw  request and  documentation.  The parties will use
          their  best   efforts  to   immediately   resolve  any   questions  or
          discrepancies.

     5.   In the event actual  construction  costs for the remaining  portion of
          the project are less than 90% of budget,  the Bank shall  advance only
          its  pro-rata  share  (80%)  of the  actual  costs  incurred  and  not
          previously  submitted  for  reimbursement.  If such total costs are in
          excess of the construction  budget, the Bank shall not be obligated to
          advance  more than the Loan  amount  and all costs in excess of budget
          shall be promptly paid by Borrower.

C. Step-Down Principal Payments.
   -----------------------------
          1.   During the two (2) year term of the Unit 13B On Site  Development
               Note, the Borrower shall,  in addition to all previous  payments,
               make additional principal payments ("Step-Down"  payments) on the
               Note to reduce the principal  balance to the amount  specified at
               each of the following dates:

                  Date                               Maximum Principal Balance

                  June 5, 2001                                $770,000
                  November 1, 2001                            $360,000

D. Release Provisions
   ------------------
     Provided no Event of Default exists,  Borrower shall be entitled to release
of the Bank's mortgage lien(s) on individual lots in Unit 13B provided:

     1.   The Borrower  pays to the Bank a per lot release  payment of $6,800 on
          the $6,385,000 Offsite Development Note plus a per lot $16,400 payment
          on this Note, and

     2.   All  other  conditions  or  limitations  as to  the  release  of a lot
          contained  in the  Agreement  or any other  exhibit  thereto have been
          satisfied.  3.

E. Substitute Legal Descriptions and Releases for Dedicated Streets, etc.
   ----------------------------------------------------------------------
     Borrower  has or is  presently  in the  process of  preparing  and  seeking
approval for  development  plans,  including  approval of subdivision  plans and
plats, which will result in the platting of certain presently unplatted portions
in Unit 20. As a result,  the legal  descriptions  in some  presently  unplatted
portions of Unit 20 will be converted  into tract legal  descriptions.  The Bank
agrees,  provided it approves the form,  resulting  numbers,  sizes of lots, and
collateral values of residential and commercial lots created as a result of such
plats, and also subject to the Bank's ability to confirm and obtain  appropriate
modifications  of the Mortgage,  endorsements of title  insurance  insuring such
Mortgage,  and subject  also to any other  necessary  assurances,  to modify the


                                       28
<PAGE>

Mortgage  to revise  such legal  descriptions.  The Bank will not  disprove  the
substitution of legal  descriptions  or the release of dedicated  property as to
any  platted  dedication  conforming  to the Unit 20 master  plan or the Unit 20
Development  Agreements  between the Borrower and the City of Rio Rancho.  As to
such  approved  replats,  the Bank will release the Mortgage as to those platted
portions  of  property  to be  dedicated  to the City of Rio  Rancho  for public
streets, drainage areas, public facilities, or other infrastructure required for
platting,  public  use,  and public  access as a  condition  for master  plan or
subdivision approval. As to such parcels, no release payment is required.



                                       29
<PAGE>


        SECOND REPLACEMENT EXHIBIT 3.01(d) dated effective June 15, 2001
        ----------------------------------------------------------------
                            to MASTER LOAN AGREEMENT
                            ------------------------
                          Dated Effective July 31, 2000
                          -----------------------------

 Disbursement Procedures and Requirements, Borrowing Base, Escrow and Payments
 -----------------------------------------------------------------------------
                  for the $3,000,000 Receivables Financing Note
                  ---------------------------------------------
     The Borrower shall, in addition to all other  requirements and restrictions
under the Master Loan Agreement,  as amended,  observe and perform the following
requirements as to the now $3,000,000 Receivables Financing Note.

A. REVOLVING LINE
   --------------
     This Line is a  revolving  credit  facility to finance  notes or  contracts
payable to the Borrower from its sale of residential  and commercial real estate
and developed lots. The Note amount and the maximum  principal  amount which may
be outstanding at any time is reduced from $6,000,000 to $3,000,000.  Collateral
for the Line consists of a pool of individual real estate contracts, real estate
notes  and  mortgages,   real  estate  notes  and  deeds  of  trust,  and  other
receivables,  in accordance with all Borrowing Base and other  requirements  and
conditions  of this  Exhibit and the  Agreement.  All amounts  outstanding,  all
advances  requested  under  this  Receivables  Financing  Line and all  required
payments shall be based upon the borrowing  base formula and other  requirements
described or referenced below.

B. BORROWING BASE; ELIGIBLE CONTRACTS
   ----------------------------------
     1) Eligible Contracts;  Requirements.  The term "Eligible  Contracts" means
any real estate  contract,  real estate note and mortgage,  real estate note and
deed of trust,  or other  similar  real  estate  purchase  contracts  receivable
(generically,  "contract(s)")  which the Bank  determines:  (i) meet the general
standards described below; (ii) are satisfactory  collateral for the Receivables
Financing  Note,  and (iii) do not appear to contain  more than a normal  credit
risk.  The  decision  of the Bank as to  whether to accept  any  contract  as an
Eligible Contract shall be final.  Factors which the Bank will generally require
to consider an Eligible Contract as part of the Borrowing Base will include, but
are not limited to:

          a) The initial contract balance will be not more than 80% of the total
          real estate  purchase  price and the  contract  required a minimum 20%
          cash down payment from the purchaser;

          b) The outstanding  principal balance of the contract must be not less
          than  $100,000.00  at the time the contract is offered and accepted as
          an  Eligible  Contract  and  the  purchaser's  obligation  to pay  the
          contract balance is not conditional or contingent;

          c) The  contract  purchaser is a bona fide third party  purchaser  for
          value,  is not affiliated  with the Borrower,  and is a corporation or
          individual  purchasing  property for a business purpose.  Contracts by
          individuals  to buy  residential  property  for  their own use are not
          eligible;

          d) The  original  contract  payment and other terms must not have been


                                        30
<PAGE>

          altered, extended, renewed, or modified;

          e) If the contract  requires  payments of interest  only, the maturity
          (date on which the principal  balance is due in full) must be not more
          than 12 months from the original contract date;

          f) If the contract requires payment of both interest and principal (on
          not less  than  annual  intervals),  the  maturity  (date in which the
          principal  balance  is due in full) must be not be more than 36 months
          from the original contract date;

          g) Not more than the aggregate of $1,200,000.00 in contract  principal
          balances  ($900,000.00  of the  Borrowing  Base  and  the  Receivables
          Financing Note  principal  balance) will be comprised of contracts due
          from any single or affiliated  or related group of purchasers  without
          the Bank's prior written approval;

          h) Payments on the contract must be less than 90 days past due and the
          contract must not be in default;

          i) The weighted average  remaining  maturity of all accepted  Eligible
          Contracts,  based upon the  adjusted  contract  balances  (as  defined
          below), calculated at least monthly, must not exceed 24 months;

          j) A  mortgagee's  title policy or title  search on the contract  real
          property subject to the contract confirming the Borrower's interest is
          not:  (i) subject to any prior liens or  encumbrances  (other than for
          current taxes and the like),  or (ii) subject to any  restrictions  or
          covenants which  adversely  effect the value or  marketability  of the
          property;

          k) The  Borrower is required to provide to the Bank any  financial  or
          other information about the contract  purchaser(s),  information about
          the value and  marketability  of the underlying  real estate,  and any
          other information which the Bank reasonably requests.

     2)  Collateral  Pledge/Assignment  of Eligible  Contracts.  In order for an
Eligible  Contract to be accepted by the Bank and included in the Borrowing Base
Formula,  such contract must be assigned and pledged to the Bank and such pledge
or assignment perfected, at Borrower's expense.  Generally, the Bank anticipates
that real estate  contracts for the purchase of real property in New Mexico will
be collaterally assigned to the Bank, the assignment recorded, and a mortgage by
the Borrower to the Bank  (subject to the  interest of the real estate  contract
purchaser) will be recorded. Real estate notes and mortgages will be assigned to
the Bank,  the  assignment  recorded,  and physical  possession  of the original
promissory note will be held by the escrow company as agent for the Bank.  Other
receivables  will be pledged or assigned  and such  assignment  perfected at the
Borrower's expense as determined necessary by the Bank and its legal counsel and
applicable state law.

     3) Acceptance of Eligible  Contracts.  The Borrower will submit to the Bank
proposed  contracts  to  be  accepted  as  Eligible  Contracts,   with  properly
recorded/perfected  assignments or pledges as required by the Bank,  escrowed as
described in this Exhibit, together with any other documentation required by the
Bank.  The Bank shall have the sole  discretion  to accept  any  contract  as an


                                       31
<PAGE>

Eligible Contract and may reject any contract for any reason.  Acceptance by the
Bank will be in writing.

C. BORROWING BASE FORMULA
   ----------------------
     1) Borrowing Base Formula.  Advances on the Receivables Financing Note will
be limited to a Borrowing Base Formula of 75% of the adjusted  contract balances
derived from accepted  Eligible  Contract  balances (the "Borrowing  Base").  To
calculate  such  Borrowing  Base,  the  principal  balance(s)  of  any  accepted
contracts which allow a per lot pro rata release will first be  reduced/adjusted
as  provided  in  subparagraph  2,  below.  Subject  to all other  requirements,
conditions,  and limits in this Exhibit and the Agreement, and provided no Event
of Default by the Borrower  under the Agreement  has occurred,  the Borrower may
request advances on the Receivables Financing Note up to the Borrowing Base. For
example,  if the aggregate  adjusted contract balance is $800,000,  the Borrower
could,  at that date,  have a maximum  aggregate  of  $600,000  advanced  on the
Receivables Financing Note.

     2)  Adjustments  (Reductions)  for  Partial  Releases.  As to any  accepted
Eligible  Contract  which  contains  multiple  lots/parcels,  and per lot/parcel
payment and partial release provisions,  the contract balance (and the resulting
Borrowing Base) will be reduced by the greater of; (a) the per lot release price
as stated in the Eligible Contract,  or (b) 115% of the pro-rata per lot release
price, resulting in an adjusted (reduced) contract balance and reduced Borrowing
Base. A schedule  showing  example  calculations  is attached as Attachment I to
this Exhibit.

     3) Funding  Advances.  If the Note is not fully  advanced and the Borrowing
Base  calculations  reflect that  additional  advances  under the Borrowing Base
Formula can be made,  the  Borrower  may  request,  and the Bank will,  within 3
business days of such request,  advance the  requested  amount  supported by the
Borrowing Base Formula. The Bank is not obligated to make any advance unless all
requirements,  conditions,  and  limitations  of the  Agreement  including  this
Exhibit have been observed.

     4) Applying  Payments  from  Eligible  Contracts.  All  principal  payments
received on any Eligible  Contract assigned to the Bank under the Borrowing Base
will be paid to the Bank. Provided no Event of Default by the Borrower under the
Agreement  has  occurred,  such  principal  payment  received will be applied to
reduce the principal  balance of the Receivables  Financing Note. If an Event of
Default has  occurred,  such payment will be applied to any  Obligations  of the
Borrower  to the Bank in  accordance  with  the  Agreement  or the  terms of any
Note(s).

     5)  Recalculation  of the  Borrowing  Base.  The  Borrowing  Base  will  be
recalculated when:

          (a) any payment is received on any accepted Eligible Contract,

          (b)  at  any  time  such  a  contract  no  longer   meets  the  Bank's
          requirements for Eligible  Contracts (whether due to delinquency of 90
          days or more, weighted average maturity(ies) exceeding 24 months, real
          estate  contracts  are  in  default,  or for  any  other  reason),  as
          determined by the Bank, or

          (c) a new Eligible Contract is accepted by the Bank into the Borrowing
          Base.

     6) Additional  Collateral or Principal Reduction Required. In the event the


                                       32
<PAGE>

principal  balance of the Receivables  Financing Note for any reason exceeds the
Borrowing  Base,  the Borrower  shall within 5 business  days of notice from the
Bank either:

          a) Provide  additional  Eligible  Contracts  acceptable to the Bank to
          increase the  Borrowing  Base to more than the  Receivables  Financing
          Note balance, or

          b) Reduce the principal  balance of the Receivables  Financing Note to
          the Borrowing Base.

Any failure by the Borrower to comply with this requirement  shall constitute an
Event of Default by the Borrower under the  Agreement.  If the Borrowing Base is
exceeded due to a recalculation for contracts  delinquent 90 days or more and is
not  corrected as required  above,  the Bank will require the  Borrower,  at the
Borrower's  expense,  to  immediately  take  steps to obtain  Mortgagee's  title
insurance  insuring  the Bank's  interest on such  delinquent  contract(s),  and
obtain  appraisals which meet all current bank regulatory  requirements and meet
the Bank's internal real estate  appraisal  requirements for each parcel of real
property remaining on such delinquent contract(s).

D. ESCROW OF ELIGIBLE CONTRACTS, ESCROW COMPANY
   --------------------------------------------
     All Eligible  Contracts  will be escrowed by the Borrower and subject to an
escrow agreement,  in the form acceptable to the Bank. Such escrow  agreement(s)
will generally provide:

     1) All  Eligible  Contracts  which are accepted by the Bank and are part of
     the Borrowing  Base Formula will be escrowed with the named escrow  company
     which will be  responsible  for  collecting  all payments  and  maintaining
     payment, delinquency, and default records for each such Eligible Contract;

     2) The contract  purchaser,  obligor,  or maker, of each Eligible  Contract
     shall be  notified  to make all  payments  directly  and only to the escrow
     company;

     3) All principal payments on each Eligible Contract will be received by the
     escrow  company as agent for the Bank and shall be  forwarded by the escrow
     company directly to the Bank.  Provided no Event of Default by the Borrower
     under the Agreement  exists interest payment received by the escrow company
     shall be paid to the  Borrower.  Upon the  occurrence  of any such Event of
     Default,  all payments of interest and all other  payments  received  under
     each escrowed Eligible Contract shall be paid directly to the Bank;

     4) The escrow company will hold physical possession of the promissory notes
     and all other negotiable  instruments related to any Eligible Contract,  as
     agent for the Bank,  in order to  perfect  the  Bank's  security  interest,
     assignment, and any liens on such instruments;

     5) The Bank will  release its lien on any  Eligible  Contract or any lot or
     parcel subject to any Eligible  Contract in exchange for the per lot or pro
     rata release  price  contained in such  contract.  The escrow  company will
     furnish, with any principal payment on any Eligible Contract, a description
     of the lots to be released. The Bank will, upon receipt of such payment (in
     collected funds) prepare and return a release for the appropriate lot(s) to
     the escrow company for delivery to the contract purchaser.

                                       33
<PAGE>

     6) The Escrow Agreement will require the escrow company to provide periodic
     reports  to the Bank and the  Borrower  of all  payments  received  on each
     Eligible  Contract  during  the month  and  include  information  regarding
     delinquent contracts and notices and other remedial actions taken as to any
     delinquent contracts.

F. BORROWING BASE CERTIFICATES
   ---------------------------
     1) The Borrower  shall provide to the Bank a monthly  certification  of the
Eligible Receivables Borrowing Base not later than the 25th day of the following
month. The Borrowing Base Certificate shall contain the information  required by
the Bank which will include, but is not limited to:

          a)   Contract Purchaser
          b)   Contract Date
          c)   Contract Maturity
          d)   Original Sale Price
          e)   Original Contract Balance
          f)   Payment Terms
          g)   Current Payment Due Date
          h)   Outstanding Contract Balance
          i)   Adjusted  Outstanding  Contract  Balance  (adjusted  for  partial
               releases)
          j)   Months to Maturity
          k)   Maximum Advance Amount (calculated on adjusted contract balances)
          l)   Weighted  Average  Life  of  Eligible  Contracts  (calculated  on
               adjusted contract balances)
          m)   Any other information which the Bank may reasonably require.

     2) In addition to the monthly  Borrowing  Base  Certificates,  the Borrower
shall  provide  to the  Bank,  a  monthly  report  listing  as to each  Eligible
Contract,  not later than the 25th day of each month which report will  include,
as to each Eligible Contract:

          a)   Purchaser
          b)   Contract Identification
          c)   Original Lots/Legal Description
          d)   Lots/Legal Description for Released Land
          e)   Lots/Legal Description for Remaining Land
          f)   Contract Principal Balance
          g)   Contracted  pro rata per  lot/parcel  Release Price for Remaining
               Land
          h)   Contracted  pro  rata  per  lot/parcel   Release  Percentage  for
               Remaining Land

G. RELEASE OF ELIGIBLE CONTRACTS
   -----------------------------
     In the event the Borrower repays the Receivable  Financing Note in full and
wishes to terminate such credit  facility,  and provided no Event of Default has
occurred under the Agreement, the Borrower shall be entitled to request that the
Bank  release its liens upon and release any escrow  agreements  relating to any
remaining  Eligible  Contracts.  Upon such request and provided the  Receivables
Financing  Note is paid in full and no Event of Default has  occurred,  the Bank
shall promptly furnish such releases to the Borrower.


                                       34
<PAGE>


                         ATTACHMENT I TO EXHIBIT 3.01(d)

             EXAMPLES OF PARTIAL RELEASE BORROWING BASE ADJUSTMENTS
             ------------------------------------------------------
     The following  examples of adjustments  to contract  balances and Borrowing
Base assume a $1,000,000  contract  balance for 10 lots at 100%,  115%, and 120%
pro rata, per lot release terms:
<TABLE>
<CAPTION>

<S>                             <C>                       <C>                       <C>                       <C>

------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

Example 1:                                                        Contract Balance        Adjusted Contract           Borrowing Base
$100,000 (100% pro rata per                                                                          Balance        (75% of Adjusted
lot release)                                                                        (115% Minimum Reduction)       Contract Balance)
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Initial Balance:                        $1,000,000                $1,000,000                $750,000

------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Payment and Release for                  (100,000)                 (115,000)
                                1st Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Balance after Release                     $900,000                  $885,000                $663,750
                                of 1st Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Payment and Release for                  (100,000)                 (115,000)
                                2nd Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Balance after Release                     $800,000                  $770,000                $577,500
                                of 2nd Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------


Example 2:                                                        Contract Balance        Adjusted Contract           Borrowing Base
$115,000 (115% pro rata per                                                                          Balance        (75% of Adjusted
lot release)                                                                        (115% Minimum Reduction)       Contract Balance)
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Initial Balance:                        $1,000,000                $1,000,000                $750,000

------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Payment and Release for                  (115,000)                 (115,000)
                                1st Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Balance after Release                     $885,000                  $885,000                $663,750
                                of 1st Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Payment and Release for                  (115,000)                 (115,000)
                                2nd Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Balance after Release                     $770,000                  $770,000                $577,500
                                of 2nd Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------
</TABLE>

                                       35
<PAGE>
<TABLE>
<CAPTION>

<S>                             <C>                       <C>                       <C>                       <C>
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

Example 3:                                                        Contract Balance        Adjusted Contract           Borrowing Base
$120,000 (120% pro rata per                                                                          Balance        (75% of Adjusted
lot release)                                                                        (115% Minimum Reduction)       Contract Balance)
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Initial Balance:                        $1,000,000                $1,000,000                $750,000

------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Payment and Release for                  (120,000)                 (120,000)
                                1st Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Balance after Release                     $880,000                  $880,000                $660,000
                                of 1st Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Payment and Release for                  (120,000)                 (120,000)
                                2nd Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------

                                Balance after Release                     $760,000                  $760,000                $570,000
                                of 2nd Lot:
------------------------------- ------------------------- ------------------------- ------------------------- ----------------------
</TABLE>


                                       36
<PAGE>

                    EXHIBIT 3.01(e) to MASTER LOAN AGREEMENT
                    ----------------------------------------
                          Dated Effective July 31, 2000
                          -----------------------------
                 Procedure to Issue Letters of Credit under the
                 ----------------------------------------------
                      $502,000 Letter of Credit Commitment
                      ------------------------------------
     The Borrower shall, in addition to all other  requirements and restrictions
under the Master Loan Agreement,  observe and perform the following requirements
as to the $502,000 Letter of Credit Commitment.

A. PURPOSE.
   --------
     This Commitment is a non-revolving  commitment to issue individual  letters
of  credit on the  Borrower's  behalf,  up to the  maximum  amount of  $502,000,
including the $218,214 of letters of credit  outstanding as of the Closing Date.
The remaining  $283,786  commitment  amount  expires  [September  30, 2001] . No
Letters of Credit will be issued after such expiration date.  Letters of Credit,
in form issued by the Bank on Borrower's behalf to the Town of Parker,  Colorado
or the Parker Water and Sanitation District to assure completion of construction
related improvements.

B. PROCEDURE TO ISSUE LETTERS OF CREDIT.
   -------------------------------------
     Provided  no event of  default  or  noncompliance  with the Loan  Agreement
exists, the Note is not fully advanced, and the following requirements have been
satisfied, Borrower may request that the Bank issue letters of credit under this
Commitment subject to the following:

     1.   Requests  must be in  writing  (including  via  fax) and  include  the
          requested amount, beneficiary, and expiration date,

     2.   The amount requested, together will all Letters of Credit issued under
          this Commitment, must not exceed the aggregate of $502,000,

     3.   The  Borrower  has pledged or assigned  to the Bank a  certificate  of
          deposit  or other  collateral  acceptable  to the Bank in an amount or
          value which the Bank deems adequate, and

     4.   The Borrower has satisfied any other conditions required by the Bank.

C. LETTERS OF CREDIT.
   ------------------
     1.   Letters of Credit will be issued in a form acceptable to the Bank.

     2.   No Letter of Credit may be requested, and the Bank is not obligated to
          issue any Letter of Credit after this Commitment expires on [September
          30, 2001].


                                       37
<PAGE>


                    EXHIBIT 3.01(g) To MASTER LOAN AGREEMENT
                    ----------------------------------------
                          Dated Effective July 31, 2000
                          -----------------------------
                               Release Provisions
                               ------------------
                          for the Commerce Center Note
                          ----------------------------
     All  advances on the Commerce  Center Note dated April 29, 1998,  have been
previously made. The principal balance is currently  approximately  $455,024, no
further  advances will be made, and the Note is due and payable in full on April
29, 2001.

Release Provisions
------------------
     Provided no Event of Default exists,  Borrower shall be entitled to release
of the Bank's  mortgage  lien(s) on individual  platted  Project lots at closing
provided:

     1.   The  Borrower  pays to the Bank a per lot  release  payment  amount as
          provided on the following schedule:

                  Sale Price (per square foot)        Release Payment
                  ----------------------------        ---------------
                  less than $3.00/sq. ft.             $1.50/sq. ft.
                  $3.00  -  $6.00/sq. ft.             50% of net sale price*
                  $6.01  -  $9.00/sq. ft.             $4.50/sq. ft.
                  more than $9.00/sq. ft.             50% of net sale price*

          * "net sale  price"  means the gross sale  price  after  deduction  of
          actual seller's  closing costs,  commissions and title fees, but in no
          event less than 85% of the gross sale price.

     2.   All  other  conditions  or  limitations  as to  the  release  of a lot
          contained  in the  Agreement  or any other  exhibit  thereto have been
          satisfied, and

     3.   The requested  release is to allow the Borrower to sell the lot, in an
          arms-length, fair market value, cash sale.


                                       38
<PAGE>


                    EXHIBIT 3.01(h) to MASTER LOAN AGREEMENT
                    ----------------------------------------
                          Dated Effective July 17, 2000
                          -----------------------------
                    Disbursement Procedures and Requirements
                    ----------------------------------------
                         for the $1,500,000 Interim Note
                         -------------------------------
     The Borrower shall, in addition to all other  requirements and restrictions
under the Master Loan Agreement,  observe and perform the following requirements
as to the $1,500,000.00 Interim Note:

A. PURPOSE:
   --------
     This  Note is  intended  to be a short  term  (30 day)  temporary  multiple
advance,  non-revolving,  credit  facility  in the maximum  principal  amount of
$1,500,000.00  to  fund  Borrower's  various  project   construction  costs  and
development working capital costs.

B. DISBURSEMENTS:
   --------------
     Provided  no event of  default  or  noncompliance  with the Loan  Agreement
exists, the Note is not fully advanced, and the following requirements have been
satisfied,  Borrower  may  request  advances  under  this  Line  subject  to the
following:

     1.   Advances must be requested in amounts of not less than $50,000.

     2.   If available, such funds will be advanced by the Bank within three (3)
          business days of the date requested.

     3.   The maximum aggregate of all amount advanced under this line shall not
          exceed $1,500,000.

C. PAYMENTS.
   ---------
     The Note is due and payable in full on the maturity  date  specified in the
Note.


                                       39
<PAGE>

             To MASTER LOAN AGREEMENT dated effective July 31, 2000
             ------------------------------------------------------
  Additional Principal Payment Requirements for the $2,000,000 Working Capital
  ----------------------------------------------------------------------------
                                      Note
                                      ----
1. Required Principal Payments. In addition to payment of the $2,000,000 Working
Capital Note at maturity as required in the Note, Borrower shall make additional
principal  payment during the term of this Note of net sale proceeds  sufficient
to pay the Note in full from the following  proposed  sales by the Borrower;  a)
multi-family  lots totaling  approximately  33.7 acres in Unit 10, Lot G, Willow
Creek Estates South, City of Folsum,  California,  and/or b) residential lots or
tracts totaling approximately 162 acres in Douglas County, Colorado.

As used herein,  "net sale proceeds"  means gross sale price after deducting the
Borrower's actual selling and closing costs, commission, and title fees.

2. The  Borrower  anticipates  that sale or closing on either of the  referenced
sale of the California or Colorado  properties will generate sufficient net sale
proceeds to repay the  $2,000,000  Working  Capital Note in full.  To the extent
such sales do not occur, or the net sale proceeds are  insufficient to repay the
$2,000,000  Working  Capital  Note in full,  the balance of such Note is due and
payable at maturity in accordance with its terms.


                                       40
<PAGE>

                 EXHIBIT 3.01(j) dated effective January 5, 2001
                 -----------------------------------------------
             To MASTER LOAN AGREEMENT dated effective July 31, 2000
             ------------------------------------------------------
                   Payment Requirements and Release Provisions
                   -------------------------------------------
                              for the Eldorado Note
                              ---------------------
     1. Lot Release Provisions
        ----------------------
     Provided  no  Event of  Default  has  occurred,  Rio  Venture,  XV shall be
entitled to a release of the Bank's mortgage  lien(s) on individual  residential
lots at closing of a bona fide sale of a lot for fair market value,  in exchange
for a payment of $48,000 per lot.  Such lot release  payments will be applied to
the principal balance of the Eldorado Note.

     2. Additional Required Principal Payments
        --------------------------------------
     During the one year extended  maturity term of this Note,  Rio Venture,  XV
shall make minimum quarterly principal payments of $360,000 per quarter on March
31, 2001,  June 30, 2001,  and  September  30, 2001.  Payments for all lot sales
under  subsection A above shall be credited first toward the required  quarterly
reduction in the quarter  received and the excess,  if any,  applied to the next
quarterly  payment.  (For example,  if during the first quarter ending March 31,
2001,  a total of eight  lots are sold (8 lots x $48,000 =  $384,000),  $360,000
will be applied as the required principal payment during the first quarter,  and
the $24,000 excess amount will be credited  toward the June 30, 2001,  quarterly
step-down payment.) The maximum principal balance outstanding at the end of each
calendar quarter,  as a result of such mandatory  step-down  principal payments,
shall be:

         Calendar Quarter Ending    Maximum Note Principal
         -----------------------    Balance at End of Quarter
                                    -------------------------
         December 31, 2000          $1,123,639.46
         March 31, 2001             $  763,639.46
         June 30, 2001              $  403,639.46
         September 30, 2001         $   43,639.46

The outstanding  balance of the Eldorado Note will be due and payable in full at
maturity, December 30, 2001.

     3. Guaranty by Amrep Corporation
        -----------------------------
     In  consideration  for the  extension of the maturity  date of the Eldorado
Note,  Rio  Venture,  XV will  provide a guaranty  by Amrep  Corporation  of the
Eldorado  Note in form  satisfactory  to the Bank.  The  specific  terms of such
guaranty  will provide that if Rio Venture XV, Inc. or Amrep  Southwest  fail to
make any required payment on the Eldorado Note, Amrep Corporation shall,  within
five days of receipt of Notice  from the Bank,  make all  payments  on the Note.
Such guaranty  will not limit or alter the  liability of Amrep  Southwest on its
guaranty of the Eldorado Note.

     4. Release of Mortgage
        -------------------
     Provided no Event of Default has occurred,  the mortgage  which secures the

                                       41
<PAGE>

 Eldorado Note will be released when the Eldorado Note is paid in full.

                                       42
<PAGE>

       SECOND REPLACEMENT EXHIBIT 4.09(h) dated effective June 15, 2001
       ----------------------------------------------------------------
           to the MASTER LOAN AGREEMENT dated effective July 31, 2000
           ----------------------------------------------------------



A. FINANCIAL RATIOS AND RESTRICTIONS.
   ----------------------------------
1. Leverage:
   ---------
     Total Debt/Net Worth of Borrower shall not exceed .75 to 1.0.

     Total  Debt is defined as Total  Liabilities  plus loans to  unconsolidated
     projects  guaranteed  by AMREP  Southwest  at each period end. Net Worth is
     defined as Total Shareholders Equity at each period end.

2. Net Worth:
   ----------
     Net Worth of Borrower shall not be less than $73,000,000.00.

3. Liquidity:
   ----------
     Current  Assets/Current  Liabilities of Borrower shall not be less than 2.0
     to 1.0.

     Current  Assets are defined as cash and  temporary  cash  investments  plus
     accounts receivable due within one year plus cost of homes and condominiums
     inventory  plus cost of developed or entitled  commercial,  industrial  and
     residential lots available for immediate sale.

     Current  Liabilities are defined as accounts payable,  deposits and accrued
     expenses  plus notes  payable  due within one year plus taxes  payable  due
     within one year.

4. Minimum Profitability:
   ----------------------
     The  Borrower's  minimum net profit before taxes ("NPBT") shall not be less
     than  $840,000 per calendar  quarter for any two (2)  consecutive  calendar
     quarters, beginning with the fiscal quarter ending July 31, 2001.

B. Maximum Payments to AMREP Corp..
   --------------------------------
     Payments or transfers of cash, funds or other assets by the Borrower to its
     parent  company AMREP Corp.  shall be limited,  in each fiscal year, to the
     following  amounts,  provided no events of default have occurred  under the
     Master Loan Agreement dated July 31, 2000, as amended:

     1)   Upstreaming proceeds from the sale of Bradbury, Colorado property. The
          Borrower has a pending  purchase  agreement  for sale of a residential
          tract in Bradbury, Colorado to Pen Rose Island Development, a Colorado
          limited liability company. Upon the closing of such sale, the Borrower
          will receive net cash proceeds of approximately $7,000,000.00 of which


                                       43
<PAGE>

          up to $4,400,000.00 may be advanced by the Borrower to Amrep Corp. The
          amount  advanced  will result in Amrep Corp.  showing an  intercompany
          payable to the Borrower from Amrep Corp.

     2)   Taxes The amount necessary for AMREP Corp. to pay federal,  state, and
          local income taxes on the Borrower's income, net of any reductions due
          to reporting or filing by AMREP Corp. on a consolidated basis with the
          Borrower and other subsidiaries.

     3)   General and  Administrative  Not more than  $1,500,000 per fiscal year
          for  actual  general  and  administrative  services  provided  to  the
          Borrower by or through AMREP Corp.

     4)   Sale of  "Non-Core"  Assets Net proceeds from the sale by the Borrower
          of "Non-Core" Assets, defined as land in Orlando, Florida.

     5)   Net Profits After Tax:

          a)   Up to 35% of the  Borrower's  net income after tax, to the extent
               such amount  exceeds  the sum of all amounts  paid to AMREP Corp.
               under  subsection  (3) above.  This is a  reduction  from the 75%
               amount previously allowed and such reduction to 35% is defined as
               "Net Profits  Retention".  Any net income after tax attributed to
               subsection (4) above will be removed from net income prior to the
               calculation of such 35% formula.  With respect to this provision,
               the  calculation  shall be made on a rolling  twelve month basis,
               recalculated  quarterly  as of the end of each fiscal  quarter of
               the Borrower.  Amrep shall provide the Bank a complete accounting
               for   distributions   made,  and  for  the  allowable  amount  of
               distributions,  within 60 days of each  period  end. In the event
               the maximum  limit is  exceeded  due to a loss in the most recent
               quarter,  Borrower shall be prohibited from making any additional
               distributions  to Amrep Corp.  under this  subparagraph (4) until
               such   time  as  the   formula   shall   again   allow  for  such
               distributions,  but Amrep  Corp.  shall not be required to make a
               repayment  of the prior  distributions.  If the maximum  limit is
               exceeded  for any other  reason,  Amrep Corp.  shall  immediately
               repay such excess amount to the Borrower, then

          b)   When the Net Profits  Retention from the reduction of the advance
               of net profits after tax from 75% to 35% aggregates $4,400,000.00
               then,  thereafter,  the Borrower may again advance to Amrep Corp.
               up to 75% of the  Borrower's  net income after tax, to the extent
               such amount  exceeds  the sum of all amounts  paid to AMREP Corp.
               under  subsection  (3)  above,  and the 35%  limitation  shall no
               longer apply.  Any net income after tax  attributed to subsection
               (4)  above  will  be  removed   from  net  income  prior  to  the
               calculation of such 75% formula.  With respect to this provision,
               the  calculation  shall be made on a rolling  twelve month basis,
               recalculated  quarterly  as of the end of each fiscal  quarter of
               the Borrower.  Amrep shall provide the Bank a complete accounting
               for   distributions   made,  and  for  the  allowable  amount  of
               distributions,  within 60 days of each  period  end. In the event
               the maximum  limit is  exceeded  due to a loss in the most recent
               quarter,  Borrower shall be prohibited from making any additional
               distributions  to Amrep Corp.  under this  subparagraph (5) until
               such   time  as  the   formula   shall   again   allow  for  such
               distributions,  but Amrep  Corp.  shall not be required to make a
               repayment  of the prior  distributions.  If the maximum  limit is
               exceeded  for any other  reason,  Amrep Corp.  shall  immediately
               repay such excess amount to the Borrower.

                                       44
<PAGE>

     Payments  or  transfers  allowed  under  Section  B (2-5)  are  permissible
     provided such payments  would not violate or result in the violation of any
     other  financial  ratios,  restrictions  in this  Exhibit or any other Loan
     Document  and are  further  contingent  on there  being  no other  Event of
     Default.

     All financial and accounting  terms used in this Exhibit refer to the terms
     or categories used by the Borrower in its financial statements,  as defined
     or calculated using generally accepted accounting principals ("GAAP").

C. Short Term Loans by Amrep Corporation.
   --------------------------------------
     In addition to the above payments,  or transfers,  it is contemplated  that
from time to time Amrep  Corp.  may  advance  money to  Borrower  for short term
working capital  purposes.  Provided no Event of Default has occurred,  Borrower
shall be allowed with the Bank's prior  written  approval to repay such advances
and  said  repayment  shall  not  be  included  in  the  foregoing  distribution
calculation. Borrower shall include a detail of all such advances and repayments
in its required quarterly accounting of distributions.


                                       45