Figure: 30 TAC §293.56(f)

ROCK OF GIBRALTAR BANK
LETTER OF CREDIT

GREEN ACRES MUNICIPAL                                                                             Irrevocable Credit No. 1
UTILITY DISTRICT                                                                                                Amount: $250,000
ONE HOLLOW LOG LANE
MEGALOPOLIS, TEXAS 77000

GENTLEMEN:

     You are hereby authorized to value on ROCK OF GIBRALTAR BANK for account of ALL AMERICAN HOMES, INC. up to an aggregate amount of ------ TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ------ available by your drafts at ------ SITE ------ to be accompanied by the original of this letter of credit and the following documents:

     1. Written statement signed by the President or Vice President of the Board of Directors of Green Acres Municipal Utility District (or Collateral Agent if LOC is for $100,000 or more) that All American Homes Inc. has failed to construct streets in Knot Holes West Subdivision in accordance with the terms of the Street and Utility Construction Agreement dated December 1, 1980. (Required only for draft No. 1), and a written certification(s) by the engineer for Green Acres Municipal Utility District that payment is due to the contractor for construction of streets in Knot Holes West Subdivision in the amount shown on the draft(s); or

     2. Written statement signed by the President or Vice President of the Board of Directors of Green Acres Municipal Utility District (or Collateral Agent if LOC is for $100,000 or more) that All American Homes, Inc. has failed to renew or replace this letter of credit within forty-five (45) days prior to its expiration date; or

     3. Written statement signed by the President or Vice president of the Board of Directors of Green Acres Municipal Utility District (or Collateral Agent if LOC is for $100,000 or more) that All American Homes, Inc. has commenced any proceeding, voluntary or involuntary, or that any proceeding has been commenced against All American Homes, Inc. involving bankruptcy, insolvency, reorganization, liquidation or dissolution of All American Homes, Inc., that any receiver has been appointed by All American Homes, Inc., or that All American Homes, Inc. has made a general assignment for the benefit of creditors.

Multiple drafts may be presented.

Drafts must be presented to drawee bank not later than May 31, 1983, all drafts must state on their face "DRAWN UNDER ROCK OF GIBRALTAR BANK IRREVOCABLE CREDIT NO. 1".

We hereby engage with you, that all drafts drawn under and in compliance with the terms of this credit will be duly honored, if drawn and presented for payment at our office in Megalopolis, Texas, on or before the expiration date of this credit.

We further engage with you that without further notice, if so requested by the President or Vice President of the Board of Directors of Green Acres Municipal Utility District (or Collateral Agent if LOC is for $100,000 or more), we shall deposit in a special account in the name of the district, the remaining face amount of the letter of credit if the letter of credit is:

     1. not renewed for an additional year at least 45 days prior to its date of expiration;

     2. not called upon in its entirety at least 30 days prior to its date of expiration;

     3. not found to be unnecessary by the executive director of the Texas Commission on Environmental Quality at least 45 days prior to its date of expiration; or

     4. unless the construction project has been completed as certified by the district's engineer at least 45 days prior to its date of expiration.

Very truly yours,

___________________________
Authorized Signature