EXHIBIT 10.2


                           REVOLVING CREDIT PROMISSORY NOTE
$30,000,000.00							July 31, 2006

       FOR VALUE RECEIVED, UNITED MORTGAGE TRUST, a Maryland real estate
investment trust (whether one or more, "Borrower"), having an address at 5740
Prospect, Suite 1000, Dallas, Texas 75206, hereby promises to pay to the order
of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association
(together with its successors and assigns and any subsequent holders of this
Promissory Note, the "Lender"), as hereinafter provided, the principal sum of
TWENTY FIVE MILLION AND NO/100 DOLLARS ($30,000,000.00) or so much thereof as
may be advanced by Lender from time to time hereunder to or for the benefit or
account of Borrower, together with interest thereon at the Note Rate (as
hereinafter defined), and otherwise in strict accordance with the terms and
provisions hereof.

ARTICLE I

DEFINITIONS

       Section 1.1.	DEFINITIONS.  As used in this Promissory Note, the
following terms shall have the following meanings:

       Applicable Margin:  0.50 percentage points.

       Applicable Rate:  The Base Rate plus the Applicable Margin.

       Base Rate:  For any day, a rate of interest equal to the higher of (i)
the Prime Rate for such day and (ii) the sum of the Federal Funds Rate for
such day plus one half of one percent (1/2 of 1%).

       Borrower:  As identified in the introductory paragraph of this Note.

       Business Day: A weekday, Monday through Friday, except a legal holiday
or a day on which banking institutions in Dallas, Texas are authorized or
required by law to be closed. Unless otherwise provided, the term "days" when
used herein shall mean calendar days.

       Change:  (i) any change after the date of this Note in the risk-based
capital guidelines applicable to Lender or (ii) any adoption of or change in
any other law, governmental or quasigovernmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of
law) after the date of this Note that affects capital adequacy or the amount of
capital required or expected to be maintained by Lender or any entity
controlling Lender.

       Charges:  All fees, charges and/or any other things of value, if any,
contracted for, charged, taken, received or reserved by Lender in connection
with the transactions relating to this Note and the other Loan Documents,
which are treated as interest under applicable law.

       Debtor Relief Laws:  Title 11 of the United States Code, as now or
hereafter in effect, or any other applicable law, domestic or foreign, as now
or hereafter in effect, relating to bankruptcy, insolvency, liquidation,
receivership, reorganization, arrangement or composition, extension or
adjustment of debts, or similar laws affecting the rights of creditors.

       Default Interest Rate: A rate per annum equal to the Note Rate plus four
percent (4%), but in no event in excess of the Maximum Lawful Rate.

       Event of Default: Any event or occurrence described under Section 3.1
hereof.

       Lender: As identified in the introductory paragraph of this Note.

       Loan Agreement:  The Loan Agreement dated November 8, 2004 executed by
Lender and Borrower, as amended by (a) First Amendment to Loan Agreement dated
as of December 27, 2005 among Lender, Borrower and Todd Etter, (b) Second
Amendment to Loan Agreement dated as of April 20, 2006 between Lender and
Borrower, (c) Third Amendment to Loan Agreement dated of June 16, 2006 and
(d) Fourth Amendment to Loan Agreement even date herewith between Lender and
Borrower, as renewed, extended, restated, amended, or replaced from time to
time.

       Loan Documents:  As defined in the Loan Agreement.

       Maturity Date:  November 8, 2007.

       Maximum Lawful Rate:  The maximum lawful rate of interest which may
be contracted for, charged, taken, received or reserved by Lender in accordance
with the applicable laws of the State of Texas (or applicable United States
federal law to the extent that such law permits Lender to contract for, charge,
take, receive or reserve a greater amount of interest than under Texas law),
taking into account all Charges made in connection with the transaction
evidenced by this Note and the other Loan Documents.

       Note:  This Revolving Credit Promissory Note.

       Note Rate:  The rate equal to the lesser of (a) the Maximum Lawful Rate
or (b) the Applicable Rate.

       Payment Date:  The first day of each and every calendar month during
the term of this Note.

       Prime Rate:  The rate of interest announced from time to time by Lender
as its  "base" or "prime" rate of interest, which Borrower hereby acknowledges
and agrees may not be the lowest interest rate charged by Lender and is set by
Lender in its sole discretion, changing when and as
said prime rate changes.

       Related Indebtedness:  Any and all indebtedness paid or payable by
Borrower to Lender pursuant to the Loan Documents or any other communication
or writing by or between Borrower and Lender related to the transaction or
transactions that are the subject matter of the Loan Documents, except such
indebtedness which has been paid or is payable by Borrower to Lender
under this Note.

       Any capitalized term used in this Note and not otherwise defined
herein shall have the meaning ascribed to each such term in the Loan Agreement.
All terms used herein, whether or not defined in Section 1.1 hereof, and
whether used in singular or plural form, shall be deemed to refer to the
object of such term whether such is singular or plural in nature, as the
context may suggest or require.

ARTICLE II

PAYMENT TERMS

       Section 2.1.	PAYMENT OF PRINCIPAL AND INTEREST.  All accrued but
unpaid interest on the principal balance of this Note outstanding from time to
time shall be payable on each Payment Date commencing August 1, 2006.  The then
outstanding principal balance of this Note and all accrued but unpaid interest
thereon shall be due and payable on the Maturity Date.  Borrower may from time
to time during the terms of this Note borrow, partially or wholly repay its
outstanding borrowings, and reborrow, subject to all of the limitations, terms
and conditions of this Note and of the Loan Documents; provided however, that
the total outstanding borrowings under this Note shall not at any time exceed
the principal amount stated above.  The unpaid principal balance of this Note
at any time shall be the total amount advanced hereunder by Lender less the
amount of principal payments made hereon by or for Borrower, which balance may
be endorsed hereon from time to time by Lender or otherwise noted in Lender's
records, which notations shall be, absent manifest error, conclusive evidence
of the amounts owing hereunder from time to time.

       Section 2.2.	APPLICATION.  Except as expressly provided herein to
the contrary, all payments on this Note shall be applied in the following order
of priority: (i) the payment or reimbursement of any expenses, costs or
obligations (other than the outstanding principal balance hereof and interest
hereon) for which either Borrower shall be obligated or Lender shall be
entitled pursuant to the provisions of this Note or the other Loan Documents,
(ii) the payment of accrued but unpaid interest hereon, and (iii) the payment
of all or any portion of the principal balance hereof then outstanding
hereunder, in the direct order of maturity. If an Event of Default exists under
this Note or under any of the other Loan Documents, then Lender may, at the
sole option of Lender, apply any such payments, at any time and from time to
time, to any of the items specified in clauses (i), (ii) or (iii) above
without regard to the order of priority otherwise specified in this
Section 2.2 and any application to the outstanding principal balance hereof may
be made in either direct or inverse order of maturity.

       Section 2.3.	PAYMENTS.  All payments under this Note made to Lender
shall be made in immediately available funds at 2100 McKinney Avenue, Suite
900, Dallas, Texas 75201 (or at such other place as Lender, in Lender's sole
discretion, may have established by delivery of written notice thereof to
Borrower from time to time), without offset, in lawful money of the
United States of America, which shall at the time of payment be legal tender
in payment of all debts and dues, public and private.  Payments by check or
draft shall not constitute payment in immediately available funds until the
required amount is actually received by Lender in full. Payments in immediately
available funds received by Lender in the place designated for payment on a
Business Day prior to 11:00 a.m. Dallas, Texas time at said place of payment
shall be credited prior to the close of business on the Business Day received,
while payments received by Lender on a day other than a Business Day or after
11:00 a.m. Dallas, Texas time on a Business Day shall not be credited until
the next succeeding Business Day.  If any payment of principal or interest on
this Note shall become due and payable on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day.  Any such extension
of time for payment shall be included in computing interest which has accrued
and shall be payable in connection with such payment.

       Section 2.4.	COMPUTATION PERIOD.  Interest on the indebtedness
evidenced by this Note shall be computed on the basis of a three hundred sixty
(360) day year and shall accrue on the actual number of days elapsed for any
whole or partial month in which interest is being calculated unless such
calculation would result in interest being calculated at a rate in excess of
the Maximum Lawful Rate, in which case interest shall be calculated on the
basis of a year of 365 or 366 days, as the case may be.  In computing the
number of days during which interest accrues, the day on which funds are
initially advanced shall be included regardless of the time of day such
advance is made, and the day on which funds are repaid shall be included
unless repayment is credited prior to the close of business on the Business
Day received as provided in Section 2.3 hereof.

       Section 2.5.	PREPAYMENT.  Borrower shall have the right to prepay,
at any time and from time to time upon five (5) days prior written notice to
Lender, without fee, premium or penalty (except as noted below), all or any
Portion of the outstanding principal balance hereof, provided, however, that
such prepayment shall also include any and all accrued but unpaid interest on
the amount of principal being so prepaid through and including the date of
prepayment, plus any other sums which have become due to Lender under the other
Loan Documents on or before the date of prepayment, but which have not been
fully paid.  Prepayments of principal will be applied in inverse order of
maturity.  If this Note is prepaid in full, any commitment of Lender to make
further advances shall automatically terminate and shall be of no further
force or effect.

       Section 2.6.	UNCONDITIONAL PAYMENT.  Borrower is and shall be
obligated to pay all principal, interest and any and all other amounts which
become payable under this Note or under any of the other Loan Documents
absolutely and unconditionally and without any abatement, postponement,
diminution or deduction whatsoever and without any reduction for counterclaim
or setoff whatsoever.  If at any time any payment received by Lender hereunder
shall be deemed by a court of competent jurisdiction to have been a voidable
preference or fraudulent conveyance under any Debtor Relief Law, then the
obligation to make such payment shall survive any cancellation or satisfaction
of this Note or return thereof to Borrower and shall not be discharged or
satisfied with any prior payment thereof or cancellation of this Note, but
shall remain a valid and binding obligation enforceable in accordance with
the terms and provisions hereof, and such payment shall be immediately due
and payable upon demand.

       Section 2.7.	PARTIAL OR INCOMPLETE PAYMENTS.  Remittances in payment
of any part of this Note other than in the required amount in immediately
available funds at the place where this Note is payable shall not, regardless
of any receipt or credit issued therefor, constitute payment until the required
amount is actually received by Lender in full in accordance herewith and shall
be made and accepted subject to the condition that any check or draft may be
handled for collection in accordance with the practice of the collecting bank
or banks.  Acceptance by Lender of any payment in an amount less than the full
amount then due shall be deemed an acceptance on account only, and the failure
to pay the entire amount then due shall be and continue to be an Event of
Default in the payment of this Note.

       Section 2.8.	DEFAULT INTEREST RATE, ETC.  For so long as any Event
of Default exists under this Note or under any of the other Loan Documents,
regardless of whether or not there has been an acceleration of the indebtedness
evidenced by this Note, and at all times after the maturity of the indebtedness
evidenced by this Note (whether by acceleration or otherwise), and in addition
to all other rights and remedies of Lender hereunder, interest shall accrue on
the outstanding principal balance hereof at the Default Interest Rate, and such
accrued interest shall be immediately due and payable.  Borrower acknowledges
that it would be extremely difficult or impracticable to determine Lender's
actual damages resulting from any late payment or Event of Default, and such
late charges and accrued interest are reasonable estimates of those damages and
do not constitute a penalty.  If Lender determines that the amount of capital
required or expected to be maintained by Lender or any entity controlling
Lender, is increased as a result of a Change, then, within fifteen (15) days
f demand by Lender, Borrower shall pay to Lender the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital that Lender determines is attributable to this Note or the
principal amount outstanding hereunder (after taking into account Lender's
policies as to capital adequacy).

ARTICLE III

EVENT OF DEFAULT AND REMEDIES

       Section 3.1.	EVENT OF DEFAULT.  The occurrence or happening, at any
time and from time to time, of any one or more of the following shall immedi-
ately constitute an "Event of Default" under this Note:

       (a)	Borrower shall fail, refuse or neglect to pay and satisfy, in
full and in the applicable method and manner required, any required payment
of principal or interest or any other portion of the indebtedness evidenced
by this Note as and when the same shall become due and payable, whether at
the stipulated due date thereof, at a date fixed for payment, or at maturity,
by acceleration or otherwise; or

       (b)	The occurrence of any other default, breach or event of default
as defined in or under this Note, the Loan Agreement or any other Loan Document
that remains uncured under and pursuant to the provisions of this Note, the
Loan Agreement or any other Loan Document.

       Section 3.2.	REMEDIES.  Upon the occurrence of an Event of Default,
Lender shall have the immediate right, at the sole discretion of Lender and,
except as otherwise required by applicable law, without notice, demand,
presentment, notice of nonpayment or nonperformance, protest, notice of
protest, notice of intent to accelerate, notice of acceleration, or any other
notice or any other action (ALL OF WHICH BORROWER HEREBY EXPRESSLY WAIVES
AND RELINQUISHES) (i) to declare the entire unpaid balance of the indebtedness
evidenced by this Note (including, without limitation, the outstanding
principal balance hereof, including all sums advanced or accrued hereunder or
under any other Loan Document, and all accrued but unpaid interest thereon) at
once immediately due and payable (and upon such declaration, the same shall be
at once immediately due and payable) and may be collected forthwith, whether or
not there has been a prior demand for payment and regardless of the stipulated
date of maturity, (ii) to foreclose any liens and security interests securing
payment hereof or thereof, and (iii) to exercise any of Lender's other rights,
powers, recourses and remedies under this Note, under any other Loan Document,
or at law or in equity, and the same (w) shall be cumulative and concurrent,
(x) may be pursued separately, singly, successively, or concurrently against
Borrower or others obligated for the repayment of this Note or any part hereof,
or against any one or more of them, at the sole discretion of Lender, (y) may
be exercised as often as occasion therefor shall arise, it being agreed by
Borrower that the exercise, discontinuance of the exercise of or failure to
exercise any of the same shall in no event be construed as a waiver or release
thereof or of any other right, remedy, or recourse, and (z) are intended to be,
and shall be, nonexclusive.  All rights and remedies of Lender hereunder and
under the other Loan Documents shall extend to any period after the initiation
of foreclosure proceedings, judicial or otherwise.  Without limiting the
provisions of Section 4.18 hereof, if this Note, or any part hereof, is
collected by or through an attorney-at-law, Borrower agrees to pay all costs
and expenses of collection, including, but not limited to, Lender's attorneys'
fees, whether or not any legal action shall be instituted to enforce
this Note.  This Note is also subject to acceleration as provided in the Loan
Agreement.

ARTICLE IV

GENERAL PROVISIONS

       Section 4.1.	NO WAIVER; AMENDMENT.  No failure to accelerate the
indebtedness evidenced by this Note by reason of an Event of Default hereunder,
acceptance of a partial or past due payment, or indulgences granted from time
to time shall be construed (i) as a novation of this Note or as a
reinstatement of the indebtedness evidenced by this Note or as a waiver of such
right of acceleration or of the right of Lender thereafter to insist upon
strict compliance with the terms of this Note, or (ii) to prevent the exercise
of such right of acceleration or any other right granted under this Note, under
any of the other Loan Documents or by any applicable laws. Borrower hereby
expressly waives and relinquishes the benefit of any statute or rule of law
or equity now provided, or which may hereafter be provided, which would produce
a result contrary to or in conflict with the foregoing.  The failure to
exercise any remedy available to Lender shall not be deemed to be a waiver
of any rights or remedies of Lender under this Note or under any of the other
Loan Documents, or at law or in equity.  No extension of the time for the
payment of this Note or any installment due hereunder, made by agreement with
any person now or hereafter liable for the payment of this Note, shall operate
to release, discharge, modify, change or affect the original liability of
Borrower under this Note, either in whole or in part, unless Lender
specifically, unequivocally and expressly agrees otherwise in writing.  This
Note may not be changed orally, but only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, or modification
is sought.

       Section 4.2.	WAIVERS.  EXCEPT AS SPECIFICALLY PROVIDED IN THE LOAN
DOCUMENTS TO THE CONTRARY, BORROWER AND ANY ENDORSERS OR
GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH, TO THE FULLEST
EXTENT PERMITTED BY LAW,  PRESENTMENT FOR PAYMENT, DEMAND, NOTICE
OF NONPAYMENT OR NONPERFORMANCE, PROTEST, NOTICE OF PROTEST, NOTICE
OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION OR ANY OTHER NOTICES
OR ANY OTHER ACTION.  BORROWER AND ANY ENDORSERS OR GUARANTORS
HEREOF SEVERALLY WAIVE AND RELINQUISH ALL RIGHTS TO THE BENEFITS OF
ANY MORATORIUM, REINSTATEMENT, MARSHALING, FORBEARANCE,
VALUATION, STAY, EXTENSION, REDEMPTION, APPRAISEMENT, EXEMPTION AND
HOMESTEAD NOW OR HEREAFTER PROVIDED BY THE CONSTITUTION AND LAWS
OF THE UNITED STATES OF AMERICA AND OF EACH STATE THEREOF, BOTH AS TO
ITSELF AND IN AND TO ALL OF ITS PROPERTY, REAL AND PERSONAL, AGAINST
THE ENFORCEMENT AND COLLECTION OF THE OBLIGATIONS EVIDENCED BY
THIS NOTE OR BY THE OTHER LOAN DOCUMENTS.

       Section 4.3.	INTEREST PROVISIONS.

       (a)	Savings Clause.  It is expressly stipulated and agreed to be the
intent of Borrower and Lender at all times to comply strictly with the
applicable Texas law governing the maximum rate or amount of interest
payable on the indebtedness evidenced by this Note and the Related Indebted-
ness (or applicable United States federal law to the extent that it permits
Lender to contract for, charge, take, reserve or receive a greater amount of
interest than under Texas law).  If the applicable law is ever judicially
interpreted so as to render usurious any amount (i) contracted for, charged,
taken, reserved or received pursuant to this Note, any of the other Loan
Documents or any other communication or writing by or between Borrower and
Lender related to the transaction or transactions that are the subject matter
of the Loan Documents, (ii) contracted for, charged, taken, reserved or
received by reason of Lender's exercise of the option to accelerate the
maturity of this Note and/or the Related Indebtedness, or (iii) Borrower
will have paid or Lender will have received by reason of any voluntary
prepayment by Borrower of this Note and/or the Related Indebtedness, then
it is Borrower's and Lender's express intent that all amounts charged in
excess of the Maximum Lawful Rate shall be automatically canceled, ab initio,
and all amounts in excess of the Maximum Lawful Rate theretofore collected by
Lender shall be credited on the principal balance of this Note and/or the
Related Indebtedness (or, if this Note and all Related Indebtedness have been
or would thereby be paid in full, refunded to Borrower), and the provisions of
this Note and the other Loan Documents shall immediately be deemed reformed
and the amounts thereafter collectible hereunder and thereunder reduced,
without the necessity of the execution of any new document, so as to comply
with the applicable law, but so as to permit the recovery of the fullest amount
otherwise called for hereunder and thereunder; provided, however, if this Note
has been paid in full before the end of the stated term of this Note, then
Borrower and Lender agree that Lender shall, with reasonable promptness
after Lender discovers or is advised by Borrower that interest was received
in an amount in excess of the Maximum Lawful Rate, either refund such excess
interest to Borrower and/or credit such excess interest against this Note
and/or any Related Indebtedness then owing by Borrower to Lender. Borrower
hereby agrees that as a condition precedent to any claim seeking usury
penalties against Lender, Borrower will provide written notice to Lender,
advising Lender in reasonable detail of the nature and amount of the violation,
and Lender shall have sixty (60) days after receipt of such notice in which to
correct such usury violation, if any, by either refunding such excess interest
to Borrower or crediting such excess interest against this Note and/or the
Related Indebtedness then owing by Borrower to Lender.  All sums contracted
for, charged, taken, reserved or received by Lender for the use, forbearance
or detention of any debt evidenced by this Note and/or the Related Indebtedness
shall, to the extent permitted by applicable law, be amortized or spread,
using the actuarial method, throughout the stated term of this Note and/or
the Related Indebtedness (including any and all renewal and extension periods)
until payment in full so that the rate or amount of interest on account of
this Note and/or the Related Indebtedness does not exceed the Maximum Lawful
Rate from time to time in effect and applicable to this Note and/or the Related
Indebtedness for so long as debt is outstanding.  In no event shall the
provisions of Chapter 346 of the Texas Finance Code (which regulates certain
revolving credit loan accounts and revolving triparty accounts) apply to this
Note and/or any of the Related Indebtedness.  Notwithstanding anything to
the contrary contained herein or in any of the other Loan Documents, it is not
the intention of Lender to accelerate the maturity of any interest that has
not accrued at the time of such acceleration or to collect unearned interest
at the time of such acceleration.

       (b)	Ceiling Election.  To the extent that Lender is relying on
Chapter 303 of the Texas Finance Code to determine the Maximum Lawful Rate
payable on the Note and/or any other portion of the Indebtedness, Lender will
utilize the weekly ceiling from time to time in effect as provided in such
Chapter 303, as amended.  To the extent United States federal law permits
Lender to contract for, charge, take, receive or reserve a greater amount of
interest than under Texas law, Lender will rely on United States federal
law instead of such Chapter 303 for the purpose of determining the Maximum
Lawful Rate.  Additionally, to the extent permitted by applicable law now or
hereafter in effect, Lender may, at its option and from time to time, utilize
any other method of establishing the Maximum Lawful Rate under such Chapter
303 or under other applicable law by giving notice, if required, to Borrower
as provided by applicable law now or hereafter in
effect.

       Section 4.4.	USE OF FUNDS.  Borrower hereby warrants, represents
and covenants that (i) the loan evidenced by this Note is made to Borrower
solely for the purpose of acquiring or carrying on a business or commercial
enterprise, (ii) all proceeds of this Note shall be used only for business
and commercial purposes, and (iii) no funds disbursed hereunder shall be used
for personal, family, agricultural or household purposes.

       Section 4.5.	FURTHER ASSURANCES AND CORRECTIONS.  From time to time,
at the request of Lender, Borrower will (i) promptly correct any defect, error
or omission which may be discovered in the contents of this Note or in any
other Loan Document or in the execution or acknowledgment thereof; (ii)
execute, acknowledge, deliver, record and/or file (or cause to be executed,
acknowledged, delivered, recorded and/or filed) such further documents and
instruments (including, without limitation, further deeds of trust, security
agreements, financing statements, continuation statements and assignments of
rents) and perform such further acts and provide such further assurances as
may be necessary, desirable, or proper, in Lender's opinion, (A) to carry out
more effectively the purposes of this Note and the Loan Documents and the
transactions contemplated hereunder and thereunder, (B) to confirm the rights
created under this Note and the other Loan Documents, (C) to protect and
further the validity, priority and enforceability of this Note and the other
Loan Documents and the liens and security interests created thereby, and (D)
to subject to the Loan Documents any property of Borrower intended by
the terms of any one or more of the Loan Documents to be encumbered by the
Loan Documents; and (iii) pay all costs in connection with any of the
foregoing.

       Section 4.6.	WAIVER OF JURY TRIAL. BORROWER, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY,
IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON THE
ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER
FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY
CONDUCT, ACT OR OMISSION OF LENDER OR BORROWER, OR ANY OF THEIR
DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR
ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR
BORROWER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE.

       Section 4.7.	GOVERNING LAW; SUBMISSION TO JURISDICTION.  This Note
is executed and delivered as an incident to a lending transaction negotiated
and consummated in Dallas County, Texas, and shall be governed by and construed
in accordance with the laws of the State of Texas.  Borrower, for itself and
its successors and assigns, hereby irrevocably (i) submits to the nonexclusive
jurisdiction of the state and federal courts in Texas, (ii) waives, to the
fullest extent permitted by law, any objection that it may now or in the future
have to the laying of venue of any litigation arising out of or in connection
with this Note or any Loan Document brought in the District Court of Dallas
County, Texas, or in the United States District Court for the Northern
District of Texas, (iii) waives any objection it may now or hereafter have as
to the venue of any such action or proceeding brought in such court or that
such court is an inconvenient forum, and (iv) agrees that any legal proceeding
against any party to any of the Loan Documents arising out of or in connection
with any of the Loan Documents may be brought in one of the foregoing courts.
Borrower hereby agrees that service of process upon Borrower may be made by
certified or registered mail, return receipt requested, at its address
specified herein.  Nothing herein shall affect the right of Lender to serve
process in any other manner permitted by law or shall limit the right of Lender
to bring any action or proceeding against Borrower or with respect to any of
Borrower's property in courts in other jurisdictions.  The scope of each of the
foregoing waivers is intended to be all encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including, without limitation, contract claims, tort claims,
breach of duty claims, and all other common law and statutory claims.  Borrower
acknowledges that these waivers are a material inducement to Lender's agreement
to enter into the agreements and obligations evidenced by the Loan Documents,
that Lender has already relied on these waivers and will continue to rely on
each of these waivers in related future dealings.  The waivers in this Section
4.7 are irrevocable, meaning that they may not be modified either orally or in
writing, and these waivers apply to any future renewals, extensions, amend-
ments, modifications, or replacements in respect of any and all of the appli-
cable Loan Documents.  In connection with any litigation, this Note may be
filed as a written consent to a trial by the court.

       Section 4.8.	COUNTING OF DAYS.  If any time period referenced
hereunder ends on a day other than a Business Day, such time period shall be
deemed to end on the next succeeding Business Day.

       Section 4.9.	RELATIONSHIP OF THE PARTIES.  Notwithstanding any prior
business or personal relationship between Borrower and Lender, or any officer,
director or employee of Lender, that may exist or have existed, the relation-
ship between Borrower and Lender is solely that of debtor and creditor, Lender
has no fiduciary or other special relationship with Borrower, Borrower and
Lender are not partners or joint venturers, and no term or condition of any
of the Loan Documents shall be construed so as to deem the relationship
between Borrower and Lender to be other than that of debtor and creditor.
       Section 4.10.	SUCCESSORS AND ASSIGNS.  The terms and provisions hereof
shall be binding upon and inure to the benefit of Borrower and Lender and their
respective heirs, executors, legal representatives, successors, successors-in-
title and assigns, whether by voluntary action of the parties, by operation of
law or otherwise, and all other persons claiming by, through or under them.
The terms "Borrower" and "Lender" as used hereunder shall be deemed to
include their respective heirs, executors, legal representatives, successors,
successors-in-title and assigns, whether by voluntary action of the parties,
by operation of law or otherwise, and all other persons claiming by, through
or under them.

       Section 4.11.	JOINT AND SEVERAL LIABILITY.  If Borrower consists of more
than one person or entity, each shall be jointly and severally liable to
perform the obligations of Borrower under this Note.

       Section 4.12.	TIME IS OF THE ESSENCE.  Time is of the essence with
respect to all provisions of this Note and the other Loan Documents.

       Section 4.13.	HEADINGS.  The Article, Section, and Subsection entitle-
ments hereof are inserted for convenience of reference only and shall in no way
alter, modify, define, limit, amplify or be used in construing the text,
scope or intent of such Articles, Sections, or Subsections or any provisions
hereof.

       Section 4.14.	CONTROLLING AGREEMENT.  In the event of any conflict
between the provisions of this Note and the Deed of Trust, it is the intent of
the parties hereto that the provisions of the Loan Agreement shall control.
In the event of any conflict between the provisions of this Note and any of
the other Loan Documents (other than the Loan Agreement), it is the intent
of the parties hereto that the provisions of this Note shall control.  The
parties hereto acknowledge that they were represented by competent counsel
in connection with the negotiation, drafting and execution of this Note and
the other Loan Documents and that this Note and the other Loan Documents
shall not be subject to the principle of construing their meaning against
the party which drafted same.

       Section 4.15.	NOTICES.  All notices or other communications required
or permitted to be given pursuant to this Note shall be in writing and shall
be considered as properly given if (i) mailed by first class United States
mail, postage prepaid, registered or certified with return receipt requested,
(ii) by delivering same in person to the intended addressee, (iii) by delivery
to a reputable independent third party commercial delivery service for same
day or next day delivery and providing for evidence of receipt at the office
of the intended addressee, or (iv) by prepaid telegram, telex, telecopier or
telefacsimile transmission to the addressee.  Notice so mailed shall be
effective upon its deposit with the United States Postal Service or any
successor thereto; notice sent by such a commercial delivery service shall
be effective upon delivery to such commercial delivery service; notice given by
personal delivery shall be effective only if and when received by the
addressee; and notice given by other means shall be effective only if and when
received at the office or designated place or machine of the intended
addressee.  For purposes of notice, the addresses of the parties shall be as
set forth herein; provided, however, that either party shall have the right
to change its address for notice hereunder to any other location within the
continental United States by the giving of thirty (30) days' prior notice to
the other party in the manner set forth herein.

       Section 4.16.	SEVERABILITY.  If any provision of this Note or the
application thereof to any person or circumstance shall, for any reason and
to any extent, be invalid or unenforceable, then neither the remainder of this
Note nor the application of such provision to other persons or circumstances
nor the other instruments referred to herein shall be affected thereby, but
rather shall be enforced to the greatest extent permitted by applicable law.

       Section 4.17.	RIGHT OF SETOFF.  In addition to all liens upon and
rights of setoff against the money, securities, or other property of Borrower
given to Lender that may exist under applicable law, Lender shall have and
Borrower hereby grants to Lender a lien upon and a right of setoff against
all money, securities, and other property of Borrower, now or hereafter in
possession of or on deposit with Lender, whether held in a general or special
account or deposit, for safe-keeping or otherwise, and every such lien and
right of setoff may be exercised without demand upon or notice to Borrower.
No lien or right of setoff shall be deemed to have been waived by any act or
conduct on the part of Lender, or by any neglect to exercise such right of
setoff or to enforce such lien, or by any delay in so doing, and every right
of setoff and lien shall continue in full force and effect until such right
of setoff or lien is specifically waived or released by an instrument in
writing executed by Lender. Notwithstanding the foregoing, Lender shall not
be entitled to set off and apply against the Obligations any deposits main-
tained in any accounts with Lender that are titled "escrow" account in which
Borrower has deposited funds that are being held for the benefit of a third
party.

       Section 4.18.	COSTS OF COLLECTION.  If any holder of this Note
retains an attorney-at-law in connection with any Event of Default or at
maturity or to collect, enforce, or defend this Note or any part hereof,
or any other Loan Document in any lawsuit or in any probate, reorganization,
bankruptcy or other proceeding, or if Borrower sues any holder in connection
with this Note or any other Loan Document and does not prevail, then Borrower
agrees to pay to each such holder, in addition to the principal balance hereof
and all interest hereon, all costs and expenses of collection or incurred by
such holder or in any such suit or proceeding, including, but not limited to,
reasonable attorneys' fees.

       Section 4.19.	GENDER.  All personal pronouns used herein, whether
used in the masculine, feminine or neuter gender, shall include all other
genders; the singular shall include the plural and vice versa.

       Section 4.20.	STATEMENT OF UNPAID BALANCE.  At any time and from
time to time, Borrower will furnish promptly, upon the request of Lender,
a written statement or affidavit, in form satisfactory to Lender, stating
the unpaid balance of the indebtedness evidenced by this Note and the Related
Indebtedness and that there are no offsets or defenses against full payment of
the indebtedness evidenced by this Note and the Related Indebtedness and the
terms hereof, or if there are any such offsets or defenses, specifying them.

       Section 4.21.	ENTIRE AGREEMENT.  THIS NOTE AND THE OTHER LOAN
DOCUMENTS CONTAIN THE FINAL, ENTIRE AGREEMENT BETWEEN THE PARTIES
HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL
PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATIVE HERETO AND
THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE SUPERSEDED
AND TERMINATED HEREBY, AND THIS NOTE AND THE OTHER LOAN DOCUMENTS
MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF
THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES HERETO.

       Section 4.22.	MODIFICATION.  This Note is executed, in part, in
modification and amendment and not in novation of that certain promissory
note dated as of June 16, 2006, in the stated principal amount of $25,000,000
executed by the Borrower and payable to the order of Lender; which note was
executed, in part, in modification and amendment and not in novation of that
certain promissory note dated as of April 20, 2006, in the stated principal
amount of $18,500,000.00 executed by the Borrower and payable to the order of
Lender; which note was executed, in part, in modification and amendment and
not in novation of that certain promissory note dated as of December 27, 2005,
in the stated principal amount of $17,000,000.00 executed by the Borrower and
payable to the order of Lender, which note was executed, in part, in
modification and amendment and not in novation of that certain promissory
note dated November 8, 2004, in the stated principal amount of $15,000,000.00
executed by Borrower and payable to the order of Lender.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



       IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has
duly executed this Note as of the day and year first written above.
BORROWER:

UNITED MORTGAGE TRUST,
a Maryland real estate investment trust


By:
Christine Griffin
President


Address of Lender for purposes
of notice hereunder:
Texas Capital Bank, National Association
2100 McKinney Avenue, Suite 900
Dallas, Texas 75201