American International Construction Inc.
             A Division Of American International Consolidated Inc.
                                 14603 Chrisman
                              Houston, Texas 77039
                       (281) 449-9000 * Fax (281) 442-6351




September 19, 1997


Mr. Ken Maddox
M.B.C.I.
14031 West Hardy
Houston, Texas 77238


Re: Loan Agreement - April 24, 1996

Dear Ken:

     During the process of refiling our Registration  Statement with the S.E.C.,
and the review by our accountants  Hein + Associates LLP, it has been noted that
we need to update your consent relative to the following  Negative  Covenants in
the  referenced  loan  agreement  with your company (the " Loan").  Accordingly,
please acknowledge or confirm the following:

     (A) - AICI has acquired a 37.5%  interest in a Limited  Liability  Company.
This Limited Liability Company is a general partner (45% ownership) in a Limited
Partnership  that owns a mini-storage  project (U.S.  Storage/Westheimer).  This
acquisition  of  ownership  was  acquired  in  order  for  AICI  to  secure  the
construction  contract for the related  mini-storage  project for  approximately
$1.4 million.

     I. - M.B.C.I.  hereby  acknowledges  and  consents to this  investment  and
waives any remedies  provided  pursuant to the Loan as a result of this covenant
violation.

                                      /s/ Kenneth W. Maddox
                                      ------------------------------------------
                                     (Acknowledgment)

     (B) - AICI has  acquired a 24.5%  interest in a Limited  Liability  Company
which is a general partner (45% ownership) in a Limited  Partnership that owns a
mini-storage project (U.S. Storage/Woodlands). This acquisition of ownership was
acquired in order for AICI to serve the  construction  contract  for the related
mini-storage project for approximately $1.5 million.

     II. - M.B.C.I.  hereby  acknowledges  and consents to this  investment  and
waives any remedies  provided  pursuant to the Loan as a result of this covenant
violation.

                                      /s/ Kenneth W. Maddox
                                      ------------------------------------------
                                     (Acknowledgment)







                            "Quality Brings Success"



<PAGE>

Mr. Ken Maddox
September 19, 1997
Page 2


     (C) - AICI has  acquired a 24.5%  interest in a Limited  Liability  Company
which is a general partner (45% ownership) in a Limited  Partnership that owns a
mini-storage  project (U.S.  Storage/Atascocita).  This acquisition of ownership
was  acquired  in order  for AICI to serve  the  construction  contract  for the
related mini-storage project for approximately $900,000.00.

III. M.B.C.I. hereby acknowledges and consents to this investment and waives any
remedies provided pursuant to the Loan as a result of this covenant violation.

                                      /s/ Kenneth W. Maddox
                                      ------------------------------------------
                                     (Acknowledgment)

     (D) - AICI is currently  delinquent  in the timely  payment of its accounts
payable with M.B.C.I. and it is estimated the amount past due (over 45 days old)
will range from $.5 to $1 million.

     IV. - M.B.C.I. hereby acknowledges notification of this past due amount and
waives any remedies  provided  pursuant to the Loan as a result of this covenant
violation through December 31, 1997.

                                      /s/ Kenneth W. Maddox
                                      ------------------------------------------
                                     (Acknowledgment)

     (E) - AICI did not reach its Earnings Before Interest Covenant requirements
of 1.5% of gross revenues as of April 30, 1997.

     V. -  M.B.C.I.  hereby  acknowledges  notification  of this  deficiency  in
required gross profit and waives any remedies provided pursuant to the Loan as a
result of this covenant violation through December 31, 1997.

                                      /s/ Kenneth W. Maddox
                                      ------------------------------------------
                                     (Acknowledgment)

     (F) - AICI did not provide M.B.C.I.  with additional  financial  statements
within 90 days of April 30, 1997.

     VI. - M.B.C.I.  hereby  acknowledges this covenant violation and waives any
remedies  provided  pursuant to the Loan as a result of this covenant  violation
through December 31, 1997.

                                      /s/ Kenneth W. Maddox
                                      ------------------------------------------
                                     (Acknowledgment)








<PAGE>



Mr. Ken Maddox
September 19, 1997
Page 3

     (G) - AICI  has  contacted  a  realtor  in order to  market  the  company's
principal   office  and  warehouse   facility  in  an  effort  to  consummate  a
sale/leaseback arrangement.

VII. - M.B.C.I. hereby acknowledges notification of AICI's intent.

                                      /s/ Kenneth W. Maddox
                                      ------------------------------------------
                                     (Acknowledgment)

     Your prompt  response to the items  addressed will be greatly  appreciated.
Please  feel free to contact  John  Wilson,  Bill  Betzler or me if you need any
further information.

Sincerely,

/s/ Jim Williams
------------------------------------
Jim Williams
VP- Finance

Enclosures
cc:      John Wilson
         Bill Betzler

JW/ad





<PAGE>


STATE OF TEXAS

COUNTY OF HARRIS

SWORN TO AND SUBSCRIBED by the said Kenneth W. Maddox before and undersigned,  a
Notary  Public  in and for the  County  and  State  aforesaid  this  16th day of
October, 1997. 

My Commission Expires
3-4-99                                    /s/ Cathy J. Noel
------                                    --------------------------------------
                                          Notary Public


Cathy J. Noel
Notary Public State of Texas
Commission Expires 3-4-99