EXHIBIT 10.12


                           CONSTRUCTION LOAN AGREEMENT


                                January 25, 1999



Surrey, Inc.
13110 Trails End Road
Leander, Texas 78641
Attn: Mark van der Hagen

         Re:  Chase Bank of Texas, National Association $400,000.00 Advance/Term
              Loan to Surrey, Inc.

Dear Mr. van der Hagen:

                                    RECITALS

         Reference is hereby made to that certain promissory note of even date
herewith (the "Advance/Term Note") executed by Surrey, Inc. (the "Borrower"),
payable to the order of Chase Bank of Texas, National Association (the
"Lender"), a national banking association, in the original principal sum of
$400,000.00. The Advance Term Note has been issued pursuant to the terms of the
Loan Agreement (as amended, the "Loan Agreement") between Borrower and Lender
dated on or about April 8, 1998 and is the $400,000.00 Advance/Term Note
described in the Loan Agreement. This Agreement is the Phase II Construction
Loan Agreement referenced in the Loan Agreement. The Advance/Term Note shall be
governed by the terms of the Loan Agreement, although the provisions of this
Agreement shall control with respect to advances under the Advance/Term Note.
Capitalized terms used herein which are not otherwise defined shall have the
same meaning here as in the Loan Agreement.

         The Advance/Term Note shall be secured, among other security, by the
security provided for in the Loan Agreement, including without limitation the
Deed of Trust and the Security Agreement. The Deed of Trust covers and affects,
among other property, certain real property (the "Property") in Travis County,
Texas, more particularly described in Exhibit A attached hereto, together with
all improvements now or hereafter located on the Property.

         The proceeds to be advanced under and evidenced by the Advance/Term
Note shall be used solely to (a) reimburse the Borrower for up to $80,449.94 of
the costs incurred by the Borrower in the construction of the "candle room"
located on the Property, (b) to pay up to eighty percent (80%) of the costs and
expenses of construction of the approximately 14,000 square feet of additional
office/warehouse space, renovation of existing office/warehouse space and other
related

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improvements to the new and existing space (collectively the "Improvements") to
be constructed to the Borrower's existing manufacturing facilities located on
the Property and (c) to pay up to eighty percent (80%) of the Lender-approved
closing costs incurred by the Borrower in connection with these transactions.
All of such proceeds shall be applied in accordance with a schedule to be
approved in writing by the Borrower and the Lender (the "Approved Budget"). Such
schedule shall contain a sufficiently detailed listing of the reimbursement
costs to the Borrower for the candle room and all such construction expenses and
costs for each item of work or material required to construct the Improvements
in accordance with the approved plans and specifications therefor, together with
all other professional fees and expenses for governmental permits.

         The Improvements shall be constructed by Bruce Van Waes d/b/a Van & Van
Austin, as contractor (the "Contractor"), and are contemplated in the
construction contract (the "Construction Contract") executed or to be executed
by and between the Contractor and the Borrower. The Improvements shall be
constructed in accordance with the plans and specifications (the "Plans and
Specifications") for such Improvements prepared by the Contractor, a copy of
which has been or will be furnished to and approved by the Lender. The Lender
may, at its option, retain a person or entity acceptable to the Lender (the
"Inspector"), at the Borrower' expense, for the purpose of approving the
Construction Contract and the Plans and Specifications; verifying the Approved
Budget; performing inspections as construction progresses to verify that the
Improvements are being constructed to completion in a manner satisfactory to the
Lender and in accordance with the approved Plans and Specifications; certifying
that the amount of each advance included in a Construction Request for Advance
(as defined below) does not exceed the value of the work completed less prior
advances and required retainage; certifying that the undisbursed Advance/Term
Note proceeds (together with other designated and escrowed sources of funds) are
sufficient to complete all of the Improvements; and performing such other
consulting tasks as the Lender shall direct from time to time.

         This Agreement evidences certain agreements among the parties regarding
the loans to be evidenced by the Advance/Term Note, including without
limitation, advances of funds to be made by the Lender against the Advance/Term
Note.


                    ADVANCE PROCEDURE UNDER ADVANCE/TERM NOTE

         Subject to the provisions of this Agreement, from time to time before
the date six (6) months from the date hereof, the Lender will advance funds
under the Advance/Term Note directly to the Borrower. The funds to be so
advanced will aggregate up to $400,000.00, shall be used solely to (a) reimburse
the Borrower for up to $80,449.94 of the costs incurred by the Borrower in the
construction of the "candle room" located on the Property, (b) pay up to eighty
percent (80%) of the costs to construct the Improvements, and (c) pay up to
eighty percent (80%) of the Lender-approved closing costs incurred by the
Borrower in connection with these transactions and shall constitute loan
proceeds evidenced by the Advance/Term Note, with interest on the Advance/Term
Note being

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computed with respect to each advance from the date of the advance.
Notwithstanding any contrary provision contained in this Agreement or in any
other Credit Documents, in no event whatsoever will the amount of funds to be
advanced under the Advance/Term Note for the construction of the Improvements
and the payment of the Borrower's closing costs be allowed to exceed (as
determined by the Lender) the lesser of (a) eighty percent (80%) of the cost to
construct the Improvements plus eighty percent (80%) of the Lender-approved
closing costs, or (b) $319,550.06.

         The aggregate amount to be advanced under the Advance/Term Note for
construction of the Improvements constitutes only a portion of the total
projected costs to construct the Improvements thereon. As of today's date, an
additional sum of $76,012.61 , in addition to amounts available under the
Advance/Term Note, will be required to be paid directly by the Borrower. Such
additional amounts must be funded and paid out-of-pocket directly by the
Borrower prior to Lender having any obligation to advance any proceeds of the
Advance/Term Note for the construction of the Improvements. As a condition to
receiving any advances of funds under the Advance/Term Note, the Borrower will
be required to furnish the Lender with paid invoices and other satisfactory
evidence to confirm that such equity funds have been paid by the Borrower and to
confirm which Approved Budget items have been paid by the Borrower with such
equity funds.

         Each request for an advance under the Advance/Term Note ("Construction
Request for Advance") to pay for construction of the Improvements, shall be
submitted to the Lender in writing substantially in the form of the Construction
Request for Advance attached to this Agreement as Exhibit B and hereby made a
part hereof. Each Construction Request for Advance shall be accompanied by
vouchers and invoices satisfactory to the Lender for all labor and materials for
which payment is requested and by such other supporting evidence as the Lender
may require. The Lender reserves the right to delay the time of advancing any
funds requested under a Construction Request for Advance if it determines that
such delay is necessary or prudent to protect its rights, interests or security.
In those instances where a Construction Request for Advance covers amounts to be
paid to Contractor, it shall also be accompanied by an Application and
Certificate for Payment in the form of Exhibit C attached to this Agreement and
hereby made a part hereof, reflecting that, as to all such Applications and
Certificates for Payment other than for final payment of retainage after
completion of the Improvements, retainage of at least 10% of the amount of the
"total completed and stored to date" has been deducted in calculating the
"current payment due", duly sworn to and executed by the Contractor and duly
executed and certified by the Inspector (if required by the Lender) and the
Borrower. In addition, Lender absolutely reserves the right to retain such
additional funds as Lender is required to retain by law or which Lender
determines in its sole discretion are necessary to satisfy itself that there
will be no unpaid claims for labor or materials. Lender reserves the right to
retain such funds for such length of time as Lender may deem necessary to
satisfy itself that there will be no unpaid claims for labor or materials. (It
is understood that Lender shall have no duty to Borrower or to anyone else to
delay the time of advancing any funds or to retain any funds for any period, and
that Lender shall have no duty or obligation to Contractor to pay Contractor,
make any other payments or advances to Borrower, Contractor or anyone else or

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in any other way to pay or protect Contractor, and all such acts by Lender shall
be solely for its own benefit and satisfaction.)

         Within five (5) business days after receipt of a proper Construction
Request for Advance and approval thereof by the Inspector (if required by the
Lender) and the Lender, the Lender agrees with the Borrower that the Lender will
advance the amount requested (net of retainage), provided that all terms of this
Agreement are complied with and all conditions to that advance have been
satisfied. In any event, the Lender shall not be required to make more than one
(1) advance under the Advance/Term Note per calendar month.

                             CONDITIONS TO ADVANCES

         The Lender shall have no obligation to make any advance under the
Advance/Term Note unless simultaneously with or before the advance:

         1.       The Lender has received and approved, in its discretion, all
                  written evidence required by the Lender confirming (a) the
                  absence of any hazardous materials on or under the Property
                  and (b) that the current status of the Property does not
                  violate any applicable laws relating to health or the
                  environment.

         2.       The Lender has received and approved of the Approved Budget
                  for construction of the Improvements.

         3.       For any advance other than the advance to reimburse the
                  Borrower for a portion of the costs associated with the
                  construction of the candle room, the Lender has received a
                  Construction Request for Advance for a advance under the
                  Advance/Term Note, in the form, signed and with supporting
                  materials, as required above.

         4.       For any advance to reimburse the Borrower for a portion of the
                  costs associated with the construction of the candle room, the
                  Lender has received and approved (a) an Affidavit of Bills
                  Paid (in form and substance satisfactory to the Lender) from
                  the general contractor for construction of the candle room and
                  any subcontractors from whom the Lender requests such an
                  affidavit in order to satisfy the Lender that the construction
                  of the candle room has been completed lien-free and that the
                  costs of all materials furnished and labor performed in
                  connection therewith have been paid in full, and (b) an
                  executed Certificate of Acceptance from the Borrower (in form
                  and substance satisfactory to the Lender) whereby the Borrower
                  accepts the candle room as substantially completed in
                  accordance with the plans and specifications therefor and
                  acknowledges that it has received no notice of any claim for
                  unpaid construction costs with respect to the candle room.

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         5.       The Lender has received and approved: (i) a copy of the Plans
                  and Specifications, satisfactory in all respects to the Lender
                  and the Inspector (if required by the Lender), for complete
                  construction of the Improvements, initialed by the Borrower
                  and the Contractor to evidence their approval, (ii) a
                  Contractor/Lender Agreement (the "Contractor/Lender
                  Agreement") executed by the Contractor in the form required by
                  the Lender and (iii) a Design Professional/Lender Agreement
                  (the "Design Professional/Lender Agreement") executed by any
                  architect, engineer or design professional (other than
                  Contractor) engaged by the Borrower in connection with the
                  construction of the Improvements in the form required by the
                  Lender. (The Lender's review and approval of all such
                  materials referred to in items (3), (4) and (5) above and this
                  paragraph shall be solely for its own benefit.)

         6.       The Lender is satisfied that all subcontractors and all bills
                  incurred for labor and materials in connection with the
                  construction of the Improvements are being currently paid the
                  entire amount then due (less only any applicable retainage).

         7.       Except for work for which the Lender has been provided lien
                  waivers in the form required by the Lender, the Borrower
                  hereby warrants to the Lender that no materials have been or
                  will be furnished nor labor performed for the construction of
                  the Improvements before the signing, notary, acknowledgment,
                  delivery and recording of the Deed of Trust.

         8.       The Lender is satisfied that the unadvanced proceeds under the
                  Advance/Term Note available to be advanced to pay for the
                  construction of the Improvements, together with the requisite
                  equity funds to be paid directly by the Borrower, will be
                  sufficient to pay for the completion of all of the
                  Improvements in accordance with the Plans and Specifications
                  therefor, the Approved Budget and all legal requirements which
                  apply to the Property; or if such proceeds and equity funds
                  are not adequate, additional funds are deposited by the
                  Borrower with the Lender in order to provide sufficient funds
                  to complete the Improvements in accordance with the Plans and
                  Specifications and all legal requirements which apply to the
                  Property.

         9.       The Lender is satisfied, in its reasonable determination, that
                  the Improvements are being constructed on schedule to be
                  completed no later than July 1, 1999 and in accordance with
                  the Plans and Specifications and applicable law. (It is
                  understood, however, that the Lender shall have no duty to the
                  Borrower or anyone else to make any inspection or
                  determination regarding construction, and all such
                  inspections, if any, shall be solely for the Lender's own
                  benefit and satisfaction).

         10.      After the location of any foundation for the Improvements has
                  been established and staked on the ground and before any such
                  foundation is poured, the Lender shall have been provided with
                  a current survey of the Property by a state-licensed surveyor
                  who is acceptable to the Lender. Such survey shall contain a
                  surveyor's certificate

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                  satisfactory to the Lender and shall reflect that the location
                  of the Improvements and all other improvements on the Property
                  will be entirely within the boundary lines of the Property and
                  will not encroach upon any flood plain or special flood hazard
                  area, set-back line, easement, right-of-way or adjoining
                  property or breach or violate any covenant, condition or
                  restriction affecting the Property or any legal requirement,
                  and that no adjoining structure encroaches upon the Property.
                  Upon completion of the Improvements, if requested by the
                  Lender, the Borrower shall provide the Lender with an updated
                  "as-built" survey of the Property which meets the requirements
                  set forth in this paragraph.

         11.      The Lender is satisfied that each advance against the
                  Advance/Term Note will be secured by a lien against the
                  Property, all Improvements and all other personalty described
                  in the Deed of Trust and the Security Agreement.

         12.      The Lender is furnished a Mortgagee Title Insurance Policy
                  (the "Title Policy") in Texas Standard Form in the full amount
                  of the Advance/Term Note, issued by Heritage Title Company of
                  Austin, Inc. to the Lender insuring that good and indefeasible
                  fee simple absolute title to the Property is vested in the
                  Borrower, insuring that the lien evidenced by the Deed of
                  Trust is a valid lien, and containing only (a) the normal
                  "pending disbursement" and "completion of improvements"
                  exceptions and (b) such other exceptions as shall be
                  previously approved by the Lender in writing. The form and
                  substance of the Title Policy shall in all respects be
                  satisfactory to the Lender. The Lender shall also have been
                  furnished with legible copies of all instruments reflecting
                  exceptions in the Title Policy.

         13.      The Lender is furnished with such insurance coverage and
                  policies or certificates as it requires from time to time,
                  issued by companies acceptable to the Lender, including
                  (without limitation) an original policy or certificate of fire
                  and extended coverage insurance of the Improvements at least
                  equal in amount to the replacement cost of the Improvements,
                  with an endorsement naming the Lender as mortgagee insured and
                  prohibiting policy cancellation or modification without 30
                  days' prior written notice to the Lender. (Builder's risk
                  insurance will satisfy this requirement during actual
                  construction only, provided that the Lender is named as
                  mortgagee insured and the policy is in all respects
                  satisfactory to the Lender.)

         14.      If requested or required by the Lender, the Borrower shall
                  have provided the Lender with satisfactory evidence, including
                  without limitation, all certificates, licenses, zoning
                  variances, permits and no action letters, that the Property,
                  the Plans and Specifications for the Improvements and the
                  actual construction of the Improvements have met and are
                  meeting the approval of the appropriate architectural control
                  committees (if any) and comply with any other law, ordinance,
                  order, rule,

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                  regulation, restriction, zoning ordinance or other legal
                  requirements which apply to the Property.

         15.      The Lender has received the following items, all properly
                  executed, notarized, recorded (if necessary or required by the
                  Lender) and otherwise completed to the satisfaction of the
                  Lender:

                  a.       The Advance/Term Note;

                  b.       The Deed of Trust;

                  c.       This Agreement;

                  d.       The Appraisal;

                  e.       The Approved Budget;

                  f.       The applicable Construction Request for Advance;

                  g.       The Title Policy;

                  h.       The insurance certificates or policies required by
                           the Credit Documents;

                  i.       The survey(s) of the Property at the time required by
                           this Agreement;

                  j.       The Construction Contract;

                  k.       The final Plans and Specifications (acceptable to the
                           Lender in all respects);

                  l.       The approvals of the Plans and Specifications from
                           all architectural control committees (if any) and all
                           other persons and entities having the right to
                           approve of such Plans and Specifications;

                  m.       All applicable governmental building and site
                           permits;

                  n.       All other information required under the provisions
                           of this Agreement or the other Credit Documents;

                  o.       Any other papers which the Lender may reasonably
                           require at any time.

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         16.      The Lender is satisfied that no Event of Default or Default
                  has occurred.

         17.      The Lender has received and approved of Affidavit and Lien
                  Waiver/Subordination Agreements from each contractor and
                  subcontractor who will be retained in connection with the
                  construction of the Improvements, in form and substance
                  satisfactory to the Lender.

         18.      Prior to the final advance of retainage under the Advance/Term
                  Note, the Lender shall have received the following, on or
                  before the date of such advance, in form and substance
                  satisfactory to the Lender:

                  a.       If available, certificates of Occupancy issued by all
                           appropriate governmental authorities for all portions
                           of the Improvements;

                  b.       If required by the Lender, an "as-built" current
                           survey showing the location of the Improvements and
                           complying with all other survey requirements stated
                           above;

                  c.       If available, a complete set of "as-built" plans and
                           specifications for the Improvements certified as
                           accurate by the Contractor;

                  d.       An Affidavit of Bills Paid (in form and substance
                           satisfactory to the Lender) from the Contractor and
                           any subcontractors from whom the Lender requests such
                           an affidavit in order to satisfy the Lender that the
                           construction of the Improvements has been completed
                           lien-free and that the costs of all materials
                           furnished and labor performed in connection therewith
                           have been paid in full; and

                  e.       An executed Certificate of Acceptance from the
                           Borrower (in form and substance satisfactory to the
                           Lender) whereby the Borrower accept the Improvements
                           as substantially completed in accordance with the
                           approved plans and specifications therefor and
                           acknowledges that it has received no notice of any
                           claim for unpaid construction costs with respect to
                           the Improvements.


                                EVENTS OF DEFAULT

         The occurrence of any of the following, if not cured within any
applicable notice and/or cure period provided for in the Loan Agreement, shall
be an Event of Default hereunder:

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         1.       Failure of the Borrower to perform, observe or comply with any
                  of the terms, covenants, conditions or provisions of the
                  Construction Contract.

         2.       A survey of the Property shall show that any improvements
                  located thereon are not entirely within the boundary lines of
                  the Property or encroach upon any flood plain or special flood
                  hazard area, set-back line, easement, right-of-way, street or
                  adjoining property or that any legal requirement has been
                  breached or that any adjoining structure encroaches upon the
                  Property.

         3.       The Inspector or an architectural firm of recognized standing
                  shall at any time certify to the Lender in writing that the
                  Improvements are not at the date of such certificate being
                  constructed with reasonable diligence and/or in accordance
                  with the Plans and Specifications and the Construction
                  Contract.

         4.       Failure of the Borrower to complete the construction of the
                  Improvements in accordance with the Plans and Specifications
                  and receive a Certificate of Occupancy (if available) therefor
                  from the appropriate governmental authorities on or before
                  July 1, 1999.

         5.       Failure of Borrower to pay for and deliver to Lender within a
                  reasonable time after completion of the Improvements, an
                  endorsement to the Policy deleting all exceptions under such
                  policy relating to (a) liens arising by reason of unpaid bills
                  or claims for work performed or materials furnished in
                  connection with the Improvements, and (b) the standard
                  "pending disbursements" limitations to the Policy.

         6.       An Event of Default shall have occurred under the Loan
                  Agreement.

                    RIGHTS SUBSEQUENT TO AN EVENT OF DEFAULT

         At any time after an Event of Default which has not been waived by the
Lender in writing or cured to the Lender's satisfaction, the Lender shall have
the right, at its option, to exercise all rights and remedies available to the
Lender under the Loan Agreement, the other Credit Documents and applicable law.
In addition to these rights and remedies, upon the occurrence of (a) any Event
of Default or (b) any Default, the commitment of the Lender (if then
outstanding) to make advances against the Advance/Term Note shall cease until
the Lender declares that all such Events of Default and Defaults have been cured
to the Lender's satisfaction, or until the Lender shall have agreed in writing
to fund despite the default or waived the default. The Lender may, at its
option, continue or at any time recommence making one or more advances and in
any case all advances by the Lender shall be deemed to have been made pursuant
to a commitment (as such term is used and defined in the Uniform Commercial Code
as enacted and in force in the State of Texas) and pursuant to this Agreement.

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                      OTHER AGREEMENTS AND REPRESENTATIONS

         1.       The Borrower shall allow the Lender to place a sign on the
                  Property indicating that the Lender is the lending institution
                  with respect to the construction of the Improvements.

         2.       The Borrower shall permit the Lender and its duly authorized
                  agents free access to the Property and shall make available
                  for audit and inspection by the Lender, at any time during
                  regular business hours, all property, equipment, books or
                  other records relating to the Property or construction of the
                  Improvements.

         3.       If the Lender determines at any time that the unadvanced
                  proceeds under the Advance/Term Note (together with the
                  initial requisite equity funds from the Borrower) will be
                  insufficient to pay for the completion of the Improvements in
                  accordance with the Plans and Specifications therefor and all
                  legal requirements which apply to the Property, the Borrower
                  shall deposit additional funds with the Lender in an amount
                  satisfactory to the Lender to provide sufficient funds to
                  complete the Improvements in accordance with the Plans and
                  Specifications therefor and all legal requirements which apply
                  to the Property. Upon such an event, the Lender shall not be
                  obligated to make any further advances of funds under the
                  Advance/Term Note until the Borrower shall have made such
                  satisfactory arrangements to the Lender to provide such
                  additional, sufficient funds.

         4.       If the amount budgeted for any particular category of costs
                  set forth in the Approved Budget is or will be insufficient to
                  pay the actual or projected cost of such category, the
                  Borrower shall make arrangements satisfactory to the Lender
                  (which with the written permission of the Lender may include
                  either reallocation of savings manifestly realized on
                  completed portions of the Improvements to other Approved
                  Budget categories or use of funds available under any
                  contingency item of the Approved Budget) to provide sufficient
                  funds to pay the difference between such actual or projected
                  costs and the amount budgeted for such category in the
                  Approved Budget. Until the Borrower has made satisfactory
                  arrangements to the Lender to provide coverage for any such
                  difference between actual or projected costs and the budgeted
                  amount for any Approved Budget category, the Lender shall not
                  be obligated to make any additional advances of funds under
                  the Advance/Term Note.

         5.       The Borrower shall not have the right to utilize any funds
                  available under any contingency item of the Approved Budget or
                  reallocate savings manifestly realized on completed portions
                  of the Improvements to other Approved Budget categories
                  without the prior written consent of the Lender.

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         6.       No material change will be made in the Plans and
                  Specifications without the prior written consent of the
                  Lender. For purposes of this paragraph, a change shall not be
                  considered a material change unless it alone or together with
                  any other prior change (a) such change alone increases or
                  decreases the contract price for, or other costs in respect of
                  construction of the Improvements, by more than $5,000.00, (b)
                  such change, together with all other changes, increases or
                  decreases the contract price for, or other costs in respect of
                  construction of the Improvements by more than $20,000.00, (c)
                  extends or is likely to extend (in the reasonable judgment of
                  the Lender) the completion date of the Improvements past July
                  1, 1999 or (d) requires the prior approval of any applicable
                  subdivision planning committee, architectural control
                  committee or any other person or entity according to the terms
                  of any restrictive covenants, zoning ordinances or other legal
                  requirements which apply to the Property.

         7.       The Borrower will prosecute the construction of the
                  Improvements in accordance with the plans and specifications
                  therefor, all applicable legal requirements and the Credit
                  Documents, and with diligence and dispatch and without
                  unreasonable cessation of work thereon, and will complete such
                  construction before July 1,1999.

         8.       The Borrower has obtained (or will obtain prior to receiving
                  any funds under the Advance/Term Note) all necessary approvals
                  of the Plans and Specifications from all subdivision planning
                  committees or architectural control committees, if any, having
                  jurisdiction over the Property and any other person or entity
                  whose approval of the Plans and Specifications is required
                  under any restrictions, zoning ordinances or other legal
                  requirements applicable to the Property. All of the Plans and
                  Specifications comply with all restrictions, zoning ordinances
                  and other legal requirements applicable to the Property.

         9.       As of the date hereof, the Borrower is in compliance with all
                  terms, covenants and provisions of this Agreement and all
                  other Credit Documents and no Default or Event of Default
                  exists.

         10.      By February 9, 1999, the Borrower shall have delivered to the
                  Lender a written non-binding estimate of the time required to
                  vacate the existing public utility easement over which a
                  building on the Property is located. The Borrower will
                  diligently prosecute the vacation of such easement and will
                  use its best efforts to cause such vacation to be accomplished
                  as soon as reasonably possible. Monthly during the prosecution
                  of the vacation of the easement, and more often if requested
                  by the Lender, the Borrower will provide a written status
                  report to the Lender with reference to the vacation of the
                  easement, and will notify the Lender of any changes to the
                  estimated time required to accomplish the vacation.

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                            MISCELLANEOUS AGREEMENTS

         The Lender shall not be obligated to the Borrower to determine that any
subcontractor has not breached any of its agreements with the Borrower, nor will
the Lender for any reason assume (or be construed to have assumed) any of the
obligations of the Borrower to any subcontractor or of any subcontractor to the
Borrower.

         This Agreement constitutes the entire agreement of the parties,
supersedes and cancels any prior understandings or written or oral agreements
between the parties concerning the matters covered herein, including without
limitation, advances hereunder, and can be modified or varied only by a written
instrument subscribed to by all of the parties hereto; provided, however, that
all written or oral representations made by the Borrower to the Lender with
respect to the subject matter hereof shall survive the execution of this
Agreement. The Lender has no commitment to lend sums to the Borrower other than
as specifically set forth herein and in the other Credit Documents.

         If there are any conflicts or inconsistencies between this Agreement
and any of the other Credit Documents, this Agreement shall prevail and control.

         This Agreement shall bind and benefit the parties hereto and their
respective heirs, legal representatives, successors and assigns. However, any
attempted assignment of any rights of the Borrower hereunder without the prior
written consent of the Lender shall be void.

         Any notice, request or other communication required or permitted to be
given hereunder shall be given in accordance with the terms of the Loan
Agreement.

         If this letter correctly states your understanding of our agreements
concerning the matters referred to herein, please indicate your acceptance
hereof and agreement hereto by executing copies of this letter in the space
provided below.

                  [Remainder of page intentionally left blank]

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         THIS CONSTRUCTION LOAN AGREEMENT, TOGETHER WITH ALL OTHER CREDIT
         DOCUMENTS, CONSTITUTES A WRITTEN LOAN AGREEMENT AND REPRESENT THE FINAL
         AGREEMENT BETWEEN THE PARTIES TO IT AND MAY NOT BE CONTRADICTED BY
         EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
         PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                                         Very truly yours,

                                         CHASE BANK OF TEXAS,
                                          NATIONAL ASSOCIATION


                                         By: /s/ Cindy Matula
                                            ------------------------------------
                                         Name: Cindy Matula
                                              ----------------------------------
                                         Title: Senior Vice President
                                               ---------------------------------

                                                                        "Lender"


AGREED TO AND ACCEPTED BY BORROWER:

SURREY, INC.
a Texas corporation


By: /s/ Mark van der Hagen
   ---------------------------------
Name: Mark van der Hagen
     -------------------------------
Title: Vice President Finance/CFO
      ------------------------------

                          "Borrower"


ATTACH:

Exhibit A - The Property
Exhibit B - Construction Request for Advance
Exhibit C - Application and Certificate for Payment