Loan No. 2916512
                    FIRST RENEWAL, EXTENSION
                   AND MODIFICATION AGREEMENT


     THIS FIRST RENEWAL, EXTENSION AND MODIFICATION AGREEMENT (this
"Agreement") is entered into as of February 28, 1999, by and
between FIRSTRUST SAVINGS BANK, a Pennsylvania chartered savings
bank ("Lender"), and WESTBRIDGE PARTNERS, LTD., a Texas limited
partnership ("Borrower"), on the following terms and conditions:


                            RECITALS:


     A.   Lender and Borrower entered into that Loan Agreement
dated as of July 31, 1997 (the "Loan Agreement"), pursuant to which
Lender made a loan to Borrower in the amount of up to $900,000 (the
"Loan"), as evidenced by that Promissory Note dated July 31, 1997,
in the stated principal amount of $900,000, executed by Borrower,
bearing interest and being payable to the order of Lender as
therein provided (the "Note");

     B.   The Loan is further evidenced and/or secured by (i) that
Deed of Trust, Security Agreement and Fixture Filing (the "Deed of
Trust"), dated July 31, 1997, executed by Borrower, filed for
recording in the Office of the County Clerk of Harris County, Texas
under Clerk's File No. S606015 and recorded at Film Code No. 514-
48-0901, et seq., of the Real Property Records of Harris County,
Texas, and encumbering the real and other property situated in
Harris County, Texas and described therein (the "Property"), (ii)
that Assignment of Rents and Leases (the "Assignment of Rents"),
dated July 31, 1997, executed by Borrower, filed for recording in
the Office of the County Clerk of Harris County, Texas under
Clerk's File No. S606016 and recorded at Film Code No. 514-48-0917,
et seq., of the Real Property Records of Harris County, Texas, and
assigning to Lender the rents and leases of the Property, and (iii)
the liens and security interests created under other documents and
instruments (the Loan Agreement, the Note, the Deed of Trust, the
Assignment of Rents, and all other documents and instruments
evidencing, securing, governing or otherwise pertaining to the Loan
being hereinafter collectively called the "Loan Documents"); and

     C.   Borrower has requested Lender to extend the maturity date
of the Loan and to modify the terms of the Loan Agreement and the
Note, and Lender has agreed to such extension and modification of
the Loan Agreement and the Note, and the other Loan Documents on
the terms and conditions set forth below;


                           AGREEMENTS:

     NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, including the payment by Borrower
to Lender of an extension fee in the amount of $4,500, the receipt
of which by Lender is a condition precedent to the effectiveness of
this Agreement, Borrower and Lender agree as follows:

     1.   Modification of Payment Terms.  The payment terms of the
Note are hereby modified as follows:

          1.1  Maturity Date.  The term of the Loan and the Note is
amended to mature on February 28, 2001, and the Maturity Date, as
such term is defined in the Loan Agreement, is hereby modified and
amended to be February 28, 2001.

          1.2  Contract Rate.  From and after the date hereof, as
used in the Loan Agreement, "Contract Rate" shall mean the rate of
interest equal to the greater of (a) one-half percent (0.5%) per
annum in excess of the Prime Rate, or (b) eight percent (8%) per
annum.  As used herein, "Prime Rate" shall mean the highest prime
rate (or base rate) reported in the Money Rates column or section
of The Wall Street Journal published on the second business day of
the month preceding the month in which a payment of interest and/or
principal is due on the Loan, as having been the rate in effect for
corporate loans at large U.S. money center commercial banks
(whether or not such rate has actually been charged by any such
bank) as of the first calendar day of such month for which such
rate is published.  If The Wall Street Journal ceases publication
of the Prime Rate, the "Prime Rate" shall mean the prime rate (or
commercial reference rate) announced by Lender (whether or not such
rate has actually been charged by Lender). 

          1.3  Payments.  Borrower hereby renews and extends the
Note, the Deed of Trust, the Assignment of Rents, and all of the
other Loan Documents.  From and after the date hereof Borrower
shall make payments on the Note to Lender as follows:

               (1)  Interest.  On the first (1st) day of each month
     commencing March 1, 1999, and continuing to and including
     February 1, 2001, Borrower shall pay to Lender all accrued but
     unpaid interest on the Note at the Contract Rate.  A final
     payment of principal, interest and other charges under the
     Loan shall be due and payable on the Maturity Date, as
     modified under Section 1.1 of this Agreement.

               (2)  Principal.  In addition to monthly payments of
     interest hereunder, on the first (1st) day of each month,
     commencing March 1, 1999, Borrower shall make a payment to
     Lender equal to $1,100, such payment to be applied in
     reduction of the principal balance of the Note.

               (3)  Prepayment.  Upon not less than forty-five (45)
     days prior written notice to Lender, and upon simultaneous
     payment of the First Mortgage Loan (as such term is defined in
     the Loan Agreement), Borrower may prepay the Loan, in whole
     but not in part, without prepayment premium.

     2.   Modification of Loan Documents Generally.  The Deed of
Trust, the Assignment of Rents, and the other Loan Documents are
further modified, renewed and extended, to provide that all
references therein to the Loan Agreement and the Note shall mean
and refer to the Loan Agreement and the Note, as renewed, extended
and modified by this Agreement.

     3.   Liens.  In conjunction with the renewal, extension and
modification of the Loan Agreement, the Note, the Deed of Trust,
the Assignment of Rents, and the other Loan Documents, Borrower
hereby agrees that such renewal, extension and modification shall
in no manner affect or impair the Note or the liens, assignments
and security interests under the Deed of Trust and the other Loan
Documents, and that said liens, assignments and security interests
shall not in any manner be waived, the purpose of this Agreement
being simply to renew, extend and modify the Loan Agreement, the
Note, the Deed of Trust, the Assignment of Rents, and the other
Loan Documents, and Borrower further agrees that, as modified by
this Agreement, all terms and provisions of the Loan Agreement, the
Note, the Deed of Trust, the Assignment of Rents, and the other
Loan Documents shall be and remain in full force and effect as
therein written.

     4.   No Defenses.  Borrower hereby covenants and warrants that
Lender is not in default in the performance of any of its
obligations or warranties under the Loan Documents; that there are
no defenses, counterclaims or offsets to the Loan Documents; and
that all of the provisions of the Loan Documents are in full force
and effect.

     5.   Costs.  Borrower agrees to pay all costs incurred in
connection with the execution and consummation of this Agreement,
including but not limited to, all recording costs and the fees and
expenses of Lender's counsel.

     6.   Maximum Amount.  All agreements between Borrower and
Lender, whether now existing or hereafter arising and whether
written or oral, are hereby expressly limited so that in no
contingency, whether by reason of acceleration of the maturity of
the Note or otherwise, shall the interest contracted for, charged,
received, paid or agreed to be paid to the holder of the Note
exceed the maximum amount permissible under applicable law.  If,
from any circumstance whatsoever, interest would otherwise be
payable to the holder of the Note in excess of the maximum lawful
amount, the interest payable to the holder of the Note shall be
reduced to the maximum amount permitted by applicable law; and if
from any circumstance the holder of the Note shall ever receive
anything of value deemed interest in excess of the maximum amount
allowed by applicable law, an amount equal to any excessive
interest shall be applied to the reduction of the principal amount
owing under the Note, and not to the payment of interest, or if
such excessive interest exceeds such unpaid balance of principal of
the Note, such excess shall be refunded to Borrower.  All interest
paid or agreed to be paid to the holder of the Note shall, to the
extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of the Note,
(including the period of any renewal or extension thereof) so that
the interest on the Note shall not exceed the maximum amount
permitted by applicable law.  This Section 6 shall control all
agreements between Borrower and the holder of the Note.

     Executed effective as of the date first set forth above.

LENDER:                       FIRSTRUST SAVINGS BANK, a
                              Pennsylvania-chartered savings bank



                              By:/s/ William F. Bruckner
                              William F. Bruckner, Vice President



BORROWER:                WESTBRIDGE PARTNERS, LTD.,
                              a Texas limited partnership

                              By:  WEST COP CORPORATION,
                                   a Texas corporation, General
                                   Partner


                                   By:/s/ Stephen C. Parthum
                                         Stephen C. Parthum, Duly
Authorized Agent


COMMONWEALTH OF PENNSYLVANIA  
                                   
COUNTY OF MONTGOMERY               

     This instrument was acknowledged before me on February 22,
1999, by WILLIAM F. BRUCKNER, Vice President of FIRSTRUST SAVINGS
BANK, a Pennsylvania chartered savings bank, on behalf of said
savings bank.


(SEAL)                        /s/ Rose Tirado Turner
                              Notary Public, Commonwealth of
Pennsylvania

                              Rose Tirado Turner
                              Printed name of notary
                              My Commission Expires:November 20,
2000

STATE OF GEORGIA         
                         
COUNTY OF COBB           

     This instrument was acknowledged before me on February 18,
1999, by STEPHEN C. PARTHUM, Duly Authorized Agent of WEST COP
CORPORATION, a Texas corporation and General Partner of WESTBRIDGE
PARTNERS, LTD., a Texas limited partnership, on behalf of said
corporation and said limited partnership.

(SEAL)                        /s/ Carla Lee Thomason-Redding
                              Notary Public, State of Georgia

                              Carla Lee Thomason-Redding
                              Printed name of notary
                              My Commission Expires: October 30,
1999