AMERICAN HOMESTAR CORP
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>2
<FILENAME>doc2.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
                                                                    Exhibit 10.8

                                  AGREEMENT OF
                             LIMITED PARTNERSHIP OF
                              HUMBLE SPRINGS, LTD.

     THIS AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") is made and entered
into  as  of  March  12,  2003,  by  and  between NEHC PROPERTIES, INC., a Texas
corporation  ("NEHC"),  whose address is 340 North Sam Houston Parkway East #140
Houston,  Texas  77060  as  general partner ("General Partner"), and each of the
individuals  or  entities  whose  names are set forth on Exhibit "A" attached to
this  Agreement  as  limited  partners  ("Limited  Partners")  and have executed
multiple  originals  of  this  Agreement.


                                    ARTICLE I
                        ORGANIZATION OF THE PARTNERSHIP

     1.1  FORMATION OF LIMITED PARTNERSHIP. The parties hereby form, pursuant to
the  Texas Revised Limited Partnership Act, Article 6132a-l of the Revised Civil
Statutes  of  the  State  of  Texas,  (the  "Act"),  a  Limited Partnership (the
"Partnership").  The rights and liabilities of the Partners shall be as provided
for  in  this  Agreement  and  in  the  Act.

     1.2  CERTIFICATE OF LIMITED PARTNERSHIP. The parties shall execute and file
a  Certificate  of  Limited  Partnership (the "Certificate"), and other relevant
documents  ancillary  to  the  Certificate,  with the office of the Secretary of
State  of  the  State  of  Texas  as  required  by  the  Act, and take all other
appropriate  action  to comply with all legal requirements for the formation and
operation  of  a  limited  partnership  under  the  Act.

     1.3  PARTNERSHIP NAME. The name of the Partnership shall be HUMBLE SPRINGS,
LTD.  if  considered  necessary  in the opinion of counsel to the Partnership to
preserve  the  limited liability of the Limited Partners, the business conducted
by  the  Partnership shall be conducted under that name or under such other name
or  names  as  the General Partner may select and might be necessary to preserve
such  limited  liability.


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<PAGE>
     1.4  LOCATION  OF  OFFICE. The principal business office of the Partnership
shall  be  at  340  North  Sam  Houston  Parkway  East #140 Houston, Texas 77060

     1.5  PURPOSE  OF  PARTNERSHIP.  The  purpose of the Partnership shall be as
follows:  To  buy,  develop,  manage  and  sell,  as  appropriate,  the Property
(hereinafter  defined)  acquired  by the Partnership, including improvements and
personal  property  located  thereon.

     1.6 TERM OF PARTNERSHIP. The Partnership shall become effective on the date
that the Certificate of Limited Partnership of this Partnership is duly filed in
the  office  of  the  Secretary of State of the State of Texas, and shall remain
effective until December 31, 2070, or until such earlier date as the Partnership
is  dissolved  pursuant  to  the  Act  or  the  provisions  of  this

                                   ARTICLE II
                                  DEFINITIONS

     The  following  terms  used  in  this  Agreement  shall,  unless  otherwise
expressly  provided  in this Agreement or unless the contest otherwise requires,
have  the  following  respective  meanings:

     2.1  AGREEMENT  shall  mean  this  Agreement  of  Limited  Partnership.

     2.2  EFFECTIVE  DATE  shall mean the date the Certificate is filed with the
Secretary  of  State  of  Texas.

     2.3 GENERAL PARTNER shall mean NEHC or such substitute or different General
Partner  as  may  be subsequently named pursuant to the terms of this Agreement.

     2.4  INITIAL CAPITAL CONTRIBUTIONS shall mean the amount contributed to the
Partnership  by any Partner as determined in accordance with Section 3.1 hereof.

     2.5 LIMITED PARTNERS shall mean those persons who execute this Agreement or
any  counterpart  of  this  Agreement  as  Limited  Partners and whose names and
residence  addresses appear on Exhibit "A" , which is attached to this Agreement
and  made  a  part  of  this  Agreement  for  all  purposes.


                                        2
<PAGE>
     2.6  MAJORITY  IN  INTEREST  OF  LIMITED  PARTNERS shall mean those Limited
Partners who at the time of any determination of a majority have more than fifty
percent  (50%)  of  the  Partnership  Interest  of  the  Limited  Partners.

     2.7  PARTNER  shall mean the reference to the General Partner or any one of
the  Limited  Partners.

     2.8 PARTNERS shall mean the collective reference to the General Partner and
the  Limited  Partners.

     2.9 PARTNERSHIP INTEREST shall mean the percentage set opposite the name of
each  Partner  on Exhibit "B" attached to this Agreement and made a part of this
Agreement  for  all  other  purposes.

     2.10  PERSON shall mean any individual, corporation, partnership, trust, or
other  entity.

     2.11 PROPERTY shall mean those certain tracts or parcels of land containing
various  lots  and  real  property  in the future Humble Springs subdivision and
adjacent  area  as  may be determined by the Partnership and in particular, that
tract  of  real  property  described  in  Exhibit  C.

     2.14  WINDING  UP  shall  mean  the  period  following a dissolution of the
Partnership  after  which  its business is not continued as set forth in Article
XII.

     2.15  AVAILABLE  CASH  shall mean cash that is available in the accounts of
the  Partnership, less such amounts as the General Partner reasonably determines
to  be  necessary  to  meet  current  or  reasonably  foreseeable  Partnership
obligations  or  expenditures  (including  the  repayment  of  loans made to the
Partnership  by  third  parties  or  Partners).

     2.16  PREFERRED  RETURN  shall mean, with respect limited partner, American
Homestar  Corporation,  and  with  respect  to  any  other  Partner  which makes
Additional  Capital  Contributions,  the  aggregate amount of cash distributions
sufficient  to  yield  such  Partner  a  return  equal  to  the amount of simple
non-compounding  interest  at  a  rate  of  8%  per annum on such Partners' then
unreturned  Additional  Capital  Contributions  previously  paid  pursuant  to
Paragraph  3.2  hereof  from  the  respective  dates  that  each  such


                                        3
<PAGE>
additional  Capital  Contribution  was made. In the event that any Partner other
than  American  Homestar  Corporation  makes  an Additional Capital Contribution
pursuant  to  Paragraph  3.2, then all Additional Capital Contributions shall be
paid  in  the  order  in  which  they  were  made. Only the original acquisition
financing  loan  in  the  sum  of  $487,500.00  from  Texas  State  Bank and any
subsequent  development  financing shall have a priority claim on Available Cash
ahead of the Paragraph 3.2 Additional Capital Contributions of Partners.

     2.17  PREFERRED  RETURN  PAYOUT  EVENT  shall  mean  the  time at which the
aggregate  amount  of  cash distributions that American Homestar Corporation and
other  Partners  who  may have made Additional Capital Contributions pursuant to
Paragraph  3.2  actually have received from the Partnership equals the Preferred
Return.

                                  ARTICLE III
                            CAPITAL CONTRIBUTIONS AND
                              PARTNERSHIP INTERESTS

     3.1  INITIAL CAPITAL CONTRIBUTIONS. The capital to be contributed initially
to  the Partnership by the General Partner and all the Limited Partners shall be
cash,  property,  goods  or  services  as  the  General Partner shall agree. The
initial capital to be contributed by each Partner, General and Limited, shall be
the  sum  set opposite his or her name in the attached Exhibit "A." Each Partner
shall  be personally liable to the Partnership for the full amount of his or her
initial  capital  contribution  in  the  amounts  set  forth  on  Exhibit  A.

     3.2  ADDITIONAL  CAPITAL  CONTRIBUTION OF AMERICAN HOMESTAR CORPORATION AND
OTHER PARTNERS. In addition to the contributions required by other provisions of
this  Agreement,  American  Homestar  Corporation,  a  limited  partner  of this
Partnership  shall  have  the  capital contribution obligations required by this
paragraph  3.2.  American  Homestar  Corporation  shall  provide  for the timely
payment  as  obligations accrue of all funds necessary for (1) the earnest money
and  extension fees to acquire the property, (2) economic, market, environmental
and  other feasibility type studies, (3) reimbursement of costs of organization,
accounting,  survey,  preliminary engineering and other reasonable and necessary
start  up  costs  and  expenses  of  the


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<PAGE>
types  that  are often and/or normally incurred for the development of property
prior  to  closing  of  a  development  loan (4) other cash amounts required for
capital  equity  interest  by  the  financial institution making the acquisition
and/or  development  loans  relating  to  the  Property,  (5) recurring interest
payments on the acquisition loan between the closing of the acquisition loan and
the  closing  of  a  future  development  loan and (6) all closing costs for the
acquisition  and  development loans. The foregoing costs shall not be reimbursed
at  any  loan closing, but shall be reflected on the books of the Partnership as
Partner's  capital  equity. The total of the obligation under this paragraph 3.2
shall  not  exceed $547,000.00. The amounts in the capital account which results
from  this  paragraph 3.2 shall be subject to a preferred return of 8% per annum
to  accrue from the date of each such contribution. The preferred return and the
balance  in  the capital account which is created under this paragraph 3.2 shall
be paid to this Partner out of available cash flow from operations after payment
of  all  creditors  and  all financial institution financing for acquisition and
development.
     Partners  other than American Homestar Corporation may also make Additional
Capital  Contributions  pursuant  to  this  paragraph and shall receive the same
preferred  return  if  they  do  so.

     3.3 ADDITIONAL CAPITAL CONTRIBUTIONS. Except as provided in Section 3.1 and
3.2, the Partners shall not be obligated to make any additional contributions to
the capital of the Partnership. If additional capital is needed for the purposes
of  the  Partnership  as  agreed by the General Partner after contributions have
been  made  by  the  Partners  pursuant  to Section 3.1 and 3.2 hereof, then the
General  Partner,  in  their sole discretion, may, but shall not be obligated to
request  additional  capital from the Limited Partners in the same proportion of
Initial  Capital  Contributions  set forth in Column I of Exhibit "A" hereto, or
borrow  such  additional  capital  on  behalf of the Partnership. Any such loans
shall  be  on commercially reasonably terms and shall be from any third party or
from  any  one  or  more  of  the  Partners.


                                        5
<PAGE>
                                   ARTICLE IV
                               PROFITS AND LOSSES

     4.1  ALLOCATIONS.  Allocations  of  income,  gains,  deductions, losses and
credits  among  the  Limited  and  General  Partner  shall  be determined by the
Partnership  Interest  percentage  set  opposite his or her name on Exhibit "B".

     4.2  TRANSFER  -  TRANSFEREE  ALLOCATIONS.  If  a  Partnership  Interest is
transferred  in  accordance  with Article 10 during any year, the income, gains,
losses,  and  deductions allocable in respect to that Partnership Interest shall
be prorated between the transferor and the transferee on the basis of the number
of days in the year that each was the holder of that Interest, without regard to
the results of the Partnership operations during the period before and after the
transfer,  Unless  the transferor and transferee agree to an allocation based on
the  result  as  of  the  record  date  of  transfer  and agree to reimburse the
Partnership  for  the  cost  of  making  and  reporting their agreed allocation.

     4.3  RECAPTURE.  In the event that the Partnership recognizes income, gain,
or  addition  to  tax  by  virtue of the recapture of any previously deducted or
credited  item,  such  recaptured  income  or  gain  or addition to tax shall be
allocated to the Partners in the same percentage as allocated at the time of its
deduction.

                                    ARTICLE V
                               CASH DISTRIBUTIONS

     5.1  CASH  DISTRIBUTIONS.  After  all trade debts and any loans made to the
Partnership  by third parties for acquisition and/or development of the Property
are  repaid,  then  Available  Cash  shall  be  paid to the partners in the same
proportion as the total of their capital accounts (including a preferred return,
if  any)  and  any  loans  (including  accrued  interest) until all such capital
accounts  and  loans,  if  any, have been liquidated. For example if partner A's
capital  account (including a calculated preferred return) is $1000, and partner
B's  capital  account  is  $400 and partners B's loan to the partnership is $100
(for  a  total  of  $500)  2/3  of  all


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<PAGE>
available  cash would be distributed to partner A and 1/3 to partner B until the
entire  $1500  has  been  paid.
     Thereafter,  Available Cash shall be paid to the Partners in the same ratio
as profits and losses are shared. Cash distributions from the Partnership may be
made  by  the  General  Partner to all Partners without regard to the profits or
losses  of the Partnership from operations; provided, that no cash distributions
shall  be  made  that will impair the ability of the Partnership to pay its just
debts  as  they  mature. The General Partner shall determine when, if ever, cash
distributions  shall be made to the Partners, pursuant to the provisions and the
tenor  of  this  Agreement.

     There  shall  be  no  obligation  to  return  to the General Partner or the
Limited  Partners,  or to any one of them, any part of their capital contributed
to  the  Partnership,  for  so  long  as the Partnership continues in existence;
provided,  however,  no  cash  should  be  distributed to the Partners until the
Initial  Capital Contributions of the Partners are returned to them. No interest
shall be paid to any Partner on the Initial Capital Contributions to the capital
of  the  Partnership.

     5.2  NO  COMPENSATION  OF GENERAL PARTNER. The General Partner shall not be
entitled  to  any  compensation  for  their  time,  effort  and  services to the
Partnership,  except  for  their  Partnership Interest. However, the Partnership
shall  be  obligated  to  reimburse the General Partner all reasonable costs and
expenses incurred by the General Partner as they may mutually agree on behalf of
the  Partnership,  including those relating to the formation and organization of
the  Partnership.

                                   ARTICLE VI
                        OWNERSHIP OF PARTNERSHIP PROPERTY

     6.1  All  real  property,  including  all  improvements  placed  or located
thereon, and all personal property acquired by the Partnership shall be owned by
the  Partnership, such ownership being subject to the other terms and provisions
of  this  Agreement.  Each  Partner hereby expressly waives the right to require
partition  of  any  Partnership  property  or  any  part  thereof.


                                        7
<PAGE>
                                  ARTICLE VII
                                BOOKS AND RECORDS

     7.1  ELECTIONS.  The  Partnership shall elect as a fiscal year the calendar
year.  The  Partnership  shall elect to be taxed on such method of accounting as
the General Partner shall determine. The Partnership shall not elect to be taxed
other  than  as  a  partnership.

     7.2  CAPITAL ACCOUNTS OF PARTNERS. The Partnership shall maintain a capital
account  for  each  Partner, the initial balance of each of which shall be zero.
Each  Partner's  capital  account shall be increased (1) by any income and gains
allocated  to that Partner for federal income tax purposes pursuant to Article 4
of  this Agreement, and (2) by the amount of cash contributed to the Partnership
by  that  Partner.  The  Partner's capital account shall be decreased (1) by any
deductions  and losses allocated to that Partner for federal income tax purposes
pursuant  to  Article  4  of  this  Agreement,  and  (2)  by  the amount of cash
distributed  by  the  Partnership  to  that  Partner.

     7.3  FINANCIAL  STATEMENTS. Annually, the General Partner shall cause to be
prepared  statements  showing the financial condition of the Partnership, copies
of  which  shall  be  transmitted  to  all  Partners.

     7.4  TAX  RETURNS.  The General Partner shall use its best efforts to cause
the  Partnership  to  file  all  tax  and  information  returns  required of the
Partnership  and to furnish to the Limited Partners the tax information required
by  them  for  federal,  state  and  local  tax  purposes  in  a timely fashion.

     7.5  MAINTENANCE  AND INSPECTION OF BOOKS. The Partnership shall maintain a
complete and accurate set of books, records, and supporting documents. The books
of  account  and all other financial records of the Partnership shall be kept at
the  Partnership's  principal  place  of  business,  and may be inspected at any
reasonable  time  by  the  Limited  Partners  or  their  representatives.

     7.6  BANK ACCOUNTS, FUNDS AND ASSETS. The funds of the Partnership shall be
deposited  in  such bank or banks as the General Partner shall deem appropriate.
Subject  to  the


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<PAGE>
provisions  of  this  Agreement,  the funds may be withdrawn only by the General
Partner  or  its  duly  authorized  agents.  All bank accounts shall require the
signatures of both General Partner on all checks. The General Partner shall have
a  fiduciary  responsibility  for  the  safekeeping  and use of all funds of the
Partnership,  whether  or not in their immediate possession or control, and they
shall  not  employ,  or  permit  another  to  employ, the funds or assets in any
manner, except for the exclusive benefit of the Partnership. The General Partner
shall  not  commingle  or permit the commingling of the funds of the Partnership
with  the  funds  of  any  other  person.

                                  ARTICLE VIII
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

     8.1  ADMISSION OF LIMITED PARTNERS. No additional Limited Partners shall be
admitted  to  the  Partnership except upon amendment of this Agreement, although
substituted  Limited  Partners  may  be  admitted  pursuant to Section 10 below.

     8.2  PARTICIPATION  IN MANAGEMENT. No Limited Partner shall have the right,
power,  or  authority  to  take  any part in the control or management of, or to
transact  any  business  for,  the  Partnership,  or  to  sign  for  or bind the
Partnership  in  any  manner.

     8.3  LIMITED  LIABILITY.  No  Limited  Partner  shall be liable for losses,
debts, or obligations of the Partnership in excess of his or her Initial Capital
Contribution,  plus  his  or her undistributed share of the Partnership profits.

     8.4  PARTICIPATION IN OTHER ACTIVITIES. No Limited Partner, or any officer,
director, shareholder, or other person holding a legal or beneficial interest in
any  Limited Partner, shall, by virtue of the interest in the Partnership, be in
any  way  prohibited or restricted from engaging in, investing in, or possessing
an  interest  in  any  business activity of any nature or description, including
those which may be equivalent to or in competition with the Partnership. Neither
the Partnership nor any Partner shall have any right by virtue of this Agreement
or  any  relationship  created by this Agreement in or to such other ventures or
activities  or  to  the  income  or  proceeds  derived  from  them.


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<PAGE>
     8.5  GENERAL  RIGHTS  AND  LIMITATIONS  OF  THE LIMITED PARTNERS. A Limited
Partner  who  is  not  also  a  General  Partner  shall  not  be:

          A.   Personally  liable  because of his or her Partnership Interest in
               the  Partnership  for  any  losses  of any other Limited Partner;

          B.   Entitled  to  be paid any salary or to have a Partnership drawing
               account;

          C.   Entitled  to  receive  any interest on his or her Initial Capital
               Contributions  or  balance  in  his  or  her  capital account; or

          D.   Entitled  to  priority  over  any  other  Limited  Partners.

     8.6 VOTING. Each Limited Partner shall be entitled to a vote in all matters
for  which  this Agreement gives Limited Partners the right to vote, consent, or
agree.  Each  Limited  Partner's  vote shall be equal in percentage to the ratio
that  his  or  her  Partnership  Interest  bears  to one hundred percent (100%).

     8.7  LIMITATIONS  ON  TRANSFERABILITY.  The  ownership  interest  in  the
Partnership  owned  by  a Limited Partner shall not be transferable except under
the  conditions  set  forth  in  Article  10  of  this  Agreement.

                                   ARTICLE IX
                              THE GENERAL PARTNER

     9.1  DUTIES. Subject to any specific limitation contained in this Agreement
or  provided  by  applicable  law,  the  General  Partner  shall  have exclusive
responsibility  and  authority  to  take  all  action  necessary or desirable to
accomplish  the  purposes  of  the Partnership, and shall have exclusive control
over  the  management and affairs of the Partnership. The General Partner agrees
to  manage and control the affairs of the Partnership to the best of its ability
and to conduct the operations contemplated under this Agreement in a careful and
prudent  manner  and  in  accordance  with  good  industry practice. The General
Partner may subcontract to others all or a portion of its duties.


                                       10
<PAGE>
     9.2  SPECIFIC  LIMITATIONS.  The  General Partner agrees that it shall not:

          A.   Commingle  the  Partnership's  funds  or assets with those of any
               other person, or employ or permit any person to employ such funds
               or  assets  in any manner except for the exclusive benefit of the
               Partnership;

          B.   Bind  or  obligate  the  Partnership  with  regard  to any matter
               outside  the  scope  of  the  Partnership  business;  and

          C.   Use  the  Partnership  name,  credit,  or property for other than
               Partnership  purposes.

     9.3  SPECIFIC  POWERS.  The  General Partner or its agents or assigns shall
without  limitation  have  the  authority  to:

          A.   Acquire  or  dispose  of real property (including any interest in
               real  property)  for  case,  securities,  other  property, or any
               combination  of them, on such terms and conditions as the General
               Partner  may,  from  time  to  time,  determine  (including,  in
               instances  where  the  property  is  encumbered,  on  either  an
               assumption  or  a  "subject  to"  basis);

          B.   Finance  the  Partnership's  activities either with the seller of
               the  property  or  by  borrowing money from third parties, all on
               such  terms  and  conditions  as  the  General  Partner  deem
               appropriate. In instances where money is borrowed for Partnership
               purposes, the General Partner shall be, and hereby is, authorized
               to  pledge,  mortgage,  encumber,  and grant security interest in
               Partnership  properties  for  the  repayment  of  such  loans.

          C.   Acquire,  own,  hold,  improve,  manage,  and lease the property,
               either  alone  or  in


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<PAGE>
               conjunction  with  others  through  partnerships,  limited
               partnerships,  joint  ventures, or other business associations or
               entities;

          D.   Employ, retain, or otherwise secure or enter into other contracts
               with  personnel  or  firms  to  assist  in  the  acquisition,
               development,  improvement,  management,  and general operation of
               the  Partnership  properties, including, but not limited to, real
               estate  brokers  or  agents,  supervisory,  development  and/or
               building  management  agents,  attorneys,  accountants,  and
               engineers,  all  on  such terms and for such consideration as the
               General  Partner  deems  advisable;  and

          E.   Take  any  and  all other action which is permitted under the Act
               and  which is customary or reasonably related to the acquisition,
               ownership,  development,  improvement,  management,  leasing, and
               disposition  of  real,  personal,  or  mixed  property.

     9.4  RELIANCE.  Persons  dealing  with the Partnership shall be entitled to
rely  conclusively  on the authority and power of any of the then acting General
Partner  as  set  forth  in  this  Agreement.

     9.5  INQUIRIES.  In  no  event  shall  any  person dealing with the General
Partner  or  any of its representatives with respect to any business or property
of  the  Partnership  be  obligated  to  ascertain  that  the provisions of this
Agreement  have been complied with or be obligated to inquire into the necessity
or  expedience  of any act or action of such persons. Every contract, agreement,
security agreement, promissory note, or other instrument or document executed by
either  a General Partner or its representatives with respect to any business or
property  of  the  Partnership  shall be conclusive evidence in favor of any and
every  person  relying  on  or  claiming  thereunder that (1) at the time of the
execution  and/or  delivery  of the instrument or document this Agreement was in
full  force  and  effect;  (2)  the  instrument or document was duly executed in
accordance  with  the  terms  and  provisions  of  this  Agreement  and  is


                                       12
<PAGE>
binding  upon  the  Partnership  and  all  of  the Partners, and (3) the General
Partner or its representatives were duly authorized and empowered to execute and
deliver  any  such  instrument or document for and on behalf of the Partnership.

     9.6 TAX MATTERS PARTNER. NEHC, the General Partner, is hereby designated as
a Tax Matters Partner as defined in Section 6231 of the Internal Revenue Code as
amended  for so long as it shall remain a General Partner. If NEHC is removed or
resigns,  then  the  substituted  General  Partner  shall  be designated the Tax
Matters  Partner.

     In  the  event that an audit of the Partnership occurs, and the Tax Matters
Partner does not reach a settlement agreement with the Internal Revenue Service,
the  Tax  Matters  Partner shall in his sole discretion choose whether to file a
petition  for  readjustment  of the Partnership items with either the Tax Court,
the  District  Court  of  the  United  States  for  the  district  for which the
Partnership's  place  of  business  is  located,  or  the  Court  of  Claims.

     9.7  OBLIGATIONS  NOT  EXCLUSIVE.  The General Partner shall be required to
devote  only  such  time  as is reasonably necessary to manage the Partnership's
business,  it  being  understood  that  the  General  Partner has other business
activities  and  therefore  shall  not  devote  its  time  exclusively  to  the
Partnership. No General Partner, or any officer, director, shareholder, or other
person  holding a legal or beneficial interest in any General Partner, shall, by
virtue  of  the  interest  in  the  Partnership,  be  in  any  way prohibited or
restricted  from  engaging  in,  investing  in, or possessing an interest in any
business  activity  of  any  nature or description, including those which may be
equivalent  to  or  in competition with the Partnership. Neither the Partnership
nor  any  Partner  shall  have  a  right  by  virtue  of  this  Agreement or any
relationship  created  by  this  Agreement  in  or  to  such  other  ventures or
activities  or  to  the  income  or  proceeds  derived  from  them.

     9.8  LIABILITY OF GENERAL PARTNER TO LIMITED PARTNERS. The General Partner,
its  representatives,  employees,  and  agents  shall  not  be  liable  to  the
Partnership  or  to  the  Limited  Partners  for losses sustained or liabilities
incurred  as  a  result  of  any  error  of  judgment or mistake of law or fact,
including  simple  negligence,  or  for  any  act


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<PAGE>
done or omitted to be done in good faith in conducting the Partnership business,
unless  the  error,  mistake,  act,  or  omission  was  performed  or  omitted
fraudulently  or  constituted  gross  negligence  or  willful  misconduct.

     9.9  INDEMNIFICATION  OF  GENERAL  PARTNER.  The  General  Partner and each
representative,  assignee,  or  agent of the General Partner shall be protected,
defended, indemnified, and held harmless by the Partnership from and against any
loss,  expense, damage, or injury suffered or sustained by them by reason of any
acts,  omissions,  or  alleged acts or omissions, even if such acts or omissions
constitute  simple  negligence,  arising  out  of  the activities of the General
Partner  on  behalf of the Partnership or in furtherance of the interests of the
Partnership,  including,  but  not limited to, any judgment, accord, settlement,
reasonable  attorney's  fees, and other costs or expenses incurred in connection
with  the  defense  of  any  actual  or threatened action, proceeding, or claim:
provided,  however,  that  the  General  Partner  shall  not  be  entitled  to
indemnification  under  this paragraph if the acts, omissions or alleged acts or
omission on which any actual or threatened action, proceeding, or claim is based
were:  (1)  performed  or  omitted  fraudulently:  (2)  resulted  from the gross
negligence  by or willful misconduct of the General Partner or (3) resulted from
a  breach  by  the  General  Partner  of a material provision of this Agreement.

                                    ARTICLE X
                        TRANSFERS OF PARTNERSHIP INTEREST

     10.1 TRANSFER OF GENERAL PARTNER INTEREST. The General Partner may, without
the  consent  of any of the other Partners, transfer its Partnership Interest or
any  part  thereof  to  third  partner  so long as the original General Partner,
individually, maintains the ownership of a majority of its Partnership Interest.

     10.2  WITHDRAWAL  OR  REMOVAL  OF  GENERAL  PARTNER.

          A.   The  General  Partner  may:

               (1)  resign  or  withdraw from the Partnership as General Partner
                    without  the  consent  of  the  Limited  Partners;


                                       14
<PAGE>
               (2)  be  removed at any time, for cause, by the affirmative vote
                    of  a  Majority  In  Interest of Limited Partners; provided,
                    however,  that no removal for cause under this Section shall
                    be  effective  until a court of competent jurisdiction shall
                    have  finally determined that cause existed. As used in this
                    paragraph  "Cause"  shall mean (i) a material violation by a
                    General Partner of his or her fiduciary duties, (ii) willful
                    misconduct,  (iii)  gross  negligence,  or  (iv)  a material
                    violation  of  this  Agreement.

          B.   Immediately  on  withdrawal  or removal of the General Partner, a
               successor  General  Partner  shall  be selected by an affirmative
               vote  or  written  consent  of  a Majority in Interest of Limited
               Partners.

          C.   A General Partner departing voluntarily shall continue to receive
               his  or her share of any Partnership distributions arising out of
               his  or  her  interest  in  the  Partnership.

     10.3  SUBSTITUTED  LIMITED PARTNER. Each Limited Partner hereby consents to
the  admission  as  a  substituted  Limited Partner of any person complying with
Section  10.7.  When compliance with this. Agreement has been shown, the General
Partner  shall  cause  the  necessary amendments to be filed as required by law.

     10.4  TRANSFER  ON  DEATH  OF  A LIMITED PARTNER. On the death of a Limited
Partner,  his  or  her  successor  in  interest  shall succeed to the decedent's
Partnership  Interest,  and shall be liable for the obligations of the decedent,
but shall not become a substituted limited partner until compliance with Section
10.6  and  10.7.

     10.5  WITHHOLDING  OF  DISTRIBUTIONS.  From  the date of the receipt of any
instrument  relating  to  the transfer of a Partnership Interest, or at any time
the  General  Partner  is  in  doubt  as  to  the  person  entitled  to  receive
distributions  in  respect  of  any  such  Partnership  Interest,  the  General


                                       15
<PAGE>
Partner  may  withhold any such distributions until the transfer is completed or
abandoned  or  any  dispute  is  resolved.

     10.6 FAMILY TRANSFERS BY LIMITED PARTNERS. Subject to Section 10.7 below, a
Limited  Partner  may  sell  or  otherwise  transfer  all  or  any  portion of a
Partnership  Interest  to  the spouse or any direct ascendants or descendants of
the  Limited Partner or to a trust, corporation, partnership, or other entity in
which  all  of  the  beneficial  interest is held by or for the Limited Partner,
spouse,  ascendants, or descendants, provided the transfer would not result in a
termination  of  the  Partnership.

     10.7  CONDITIONS  OF  EFFECTIVE  TRANSFER.  A  purported  transfer  of  a
Partnership  Interest  by a Limited Partner shall be valid as to the Partnership
and  the  General  Partner  on the first day of the month following the month in
which (1) the General Partner have consented in writing to the transfer; and (2)
the General Partner is satisfied that the following conditions, any of which may
be  waived  by  the  General  Partner,  have  been  met:

          A.   The  transferor  and  transferee  have  agreed  to  provide  the
               Partnership  with the information in their possession required to
               permit  the Partnership to make any basis adjustments required by
               the  Internal  Revenue  Tax  Code;

          B.   The  transferee  has  delivered an instrument satisfactory to the
               General  Partner  by  which the transferee accepts and adopts the
               terms  and provisions of this Agreement, including the assumption
               of  any  obligations  of  the  transferor  to  the  Partnership;

          C.   The  transferor  has  agreed to pay a reasonable fee to reimburse
               the  Partnership  for  the  costs incurred in connection with the
               admission  of  the  transferee  as  a substitute limited partner,
               including any costs incurred or to be incurred by the Partnership
               in  connection  with  the  basis  adjustments  and  additional
               accounting  operations  required;


                                       16
<PAGE>
          D.   The transferor has delivered to the General Partner an opinion of
               counsel in form and substance satisfactory to the General Partner
               to  the  effect  that  neither  the  transfer nor any offering in
               connection  with  the  transfer  violates  any  provision  of any
               federal  or  state  securities  or  comparable  law;

          E.   The  General  Partner  has determined that the transfer would not
               cause  a termination of the Partnership, within the provisions of
               the  Internal  Revenue  Code;

          F.   The  transfer  is evidenced by an instrument in writing signed by
               the  transferor  and transferee stating, among other things, that
               the  transferor has the right to transfer, and the transferee has
               the  right to acquire, the transferor's Partnership Interest, and
               acknowledging  that  the transferee is bound by the terms of this
               Agreement;  and

          G.   The  transferee  has  delivered a statement in form and substance
               reasonably satisfactory to the General Partner making appropriate
               representation and warranties with respect to the satisfaction of
               applicable  federal  and  state  securities  laws.

     10.8  ASSIGNMENTS  BY  OPERATION  OF LAW. if any Limited Partner shall die,
with  or without leaving a will, become non compos mentis, or become bankrupt or
insolvent, or if a corporate or partnership Limited Partner dissolves during the
Partnership  term,  the  legal  representatives,  heirs,  and  legatees, and the
spouse,  if  the Partnership Interest of the Limited Partner have been community
property  of  the  Partner  and  the  Partner's spouse, bankruptcy assignees, or
corporate  or  partnership  distributees  shall  not  become  substitute Limited
Partners but shall have, subject to the other terms and provisions thereof, such
rights  as  are  provided  with respect to such persons under the Act; provided,
however,  such  legal  representatives, heirs and legatees, bankruptcy assignees
and corporate or partnership distributees may become substitute Limited Partners
with  the  consent  of  the  General  Partner.


                                       17
<PAGE>
     10.9  RIGHT  OF  FIRST  REFUSAL.  In  addition to the other limitations and
restrictions  set  forth in this Section 10, except as permitted by Section 10.6
hereof,  no Limited Partner shall transfer all or any portion of his Partnership
Interest  (the  "Offered  Interests") unless such Limited Partner (the "Seller")
first  offers to sell the Offered Interest pursuant to the terms of this Section
10.

          A.   LIMITATION  ON  TRANSFERS.  No  transfer  may  be made under this
               Section  10.9  unless  the  Seller has received a bona fide offer
               (the  "Purchase  Offer")  from a third party (the "Purchaser") to
               purchase  the  Offered  Interest for a purchase price (the "Offer
               Price")  denominated  and  payable  in  United  States dollars at
               closing  or  according  to  specified  terms,  with  or  without
               interest, which offer shall be in writing signed by the Purchaser
               and  shall  be irrevocable for a period ending no sooner than the
               day  following  the  end  of  the  Offer  Period,  as hereinafter
               defined.

          B.   OFFER NOTICE. Prior to making any transfer that is subject to the
               terms  of  this  Section  10.9,  the  Seller  shall  give  to the
               Partnership  and  each Limited Partner written notice (the "Offer
               Notice")  which shall include a copy of the Purchase Offer and an
               offer  (the  "Firm  Offer")  to sell the Offered Interests to the
               Limited Partners and the General Partner (the "Offerees") for the
               Offer  Price,  payable  according  to  the  same  terms  as those
               contained  in  the  Purchase  Offer.

          C.   OFFER  PERIOD.  The  Firm Offer shall be irrevocable for a period
               (the  "Offer  Period")  ending  at  11:59 PM. , local time at the
               Partnership's  principal  place  of  business,  on  the thirtieth
               (30th)  day  following  the  day  of  the  Offer  Notice.

          D.   ACCEPTANCE OF FIRM OFFER. At any time during the thirty (30) days
               of  the  Offer


                                       18
<PAGE>
               Period,  any  Offeree  may accept the Firm Offer as to all or any
               portion of the Offered Interest, by giving written notice of such
               acceptance  to  the  Seller  and the General Partner which notice
               shall indicate the maximum Interests that such Offeree is willing
               to  purchase. In the event that within the first thirty (30) days
               of  the  Offer  Period,  Offerees  ("Accepting Offerees"), in the
               aggregate,  accept  the  Firm  Offer  with  respect to all of the
               Offered  Interests, the Firm Offer shall be deemed to be accepted
               and  each such Accepting Offeree shall be deemed to have accepted
               that  portion  of  the  Offered Interests that corresponds to the
               ratio  of  the Interests that such Accepting Offerees indicated a
               willingness to purchase. In the event that Offerees including the
               General  Partner ("Accepting Offerees"), in the aggregate, accept
               the  Firm  Offer with respect to all of the Offered Interest, the
               Firm  Offer  shall  be deemed accepted. if Offerees do not accept
               the  Firm  Offer  as to all the Offered Interest during the Offer
               Period,  the  Firm  Offer  shall  be deemed to be rejected in its
               entirety.

          E.   CLOSING OF PURCHASE PURSUANT TO FIRM OFFER. In the event that the
               Firm  Offer  is  accepted, the closing of the sale of the Offered
               Interest  shall take place within thirty (30) days after the Firm
               Offer  is accepted or, if later, the date of closing set forth in
               the  Purchase  Offer. The Seller and all Accepting Offerees shall
               execute  such  documents  and  instruments as may be necessary or
               appropriate  of  effect the sale of the Offered Interest pursuant
               to  the  terms  of  the  Firm  Offer  and  this  Section  10.

          F.   SALE  PURSUANT  TO  PURCHASE OFFER IF FIRM OFFER REJECTED. If the
               Firm  Offer  is  not  accepted  in  the  manner  herein  above


                                       19
<PAGE>
               provided.,  the  Seller  may  sell  the  Offered  Interest to the
               Purchaser  at any time within thirty (30) days after the last day
               of  the  Offer  Period,  provided that such sale shall be made on
               terms no more favorable to the Purchaser than the terms contained
               in  the  Purchase  Offer  and  provided  further  that  such sale
               complies  with  other terms, conditions, and restrictions of this
               Agreement  that are applicable to sales of a Partnership Interest
               and  are not expressly made inapplicable to sales occurring under
               this  Section 10.9. In the event that the Offered Interest is not
               sold  in accordance with the terms of the preceding sentence, the
               Offered  Interest  shall  again  become  subject  to  all  of the
               conditions  and  restrictions  of  this  Section  10.9.

     10.10  EXPENSES  OF  TRANSFER.  The person acquiring a Partnership Interest
pursuant  to  any  of the provisions of this Article 10 shall bear all costs and
expenses  necessary to effect a transfer of that Partnership Interest including,
without  limitation, reasonable attorney's fees incurred in preparing amendments
to  this Agreement of Limited Partnership to reflect the transfer or acquisition
and  the  cost  of  filing  the  amendments  with  the  appropriate governmental
officials.

     10.11  AMENDMENT  OF  CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP. For
the  admission to the Partnership of any Partner, the General Partner shall take
all  steps  necessary  and appropriate to prepare and record an amendment of the
Certificate  of  Limited  Partnership,  prepare and execute an amendment of this
Agreement.  For  this  purpose, they may exercise the powers of attorney granted
pursuant  to  Article  13.5.  An amendment of this Agreement required to add new
Limited  or  General Partner need only be filed at the end of the month in which
each  new  Limited  or  General  Partner  is  to  be  added.

     10.12  SURVIVAL  OF  LIABILITIES.  No  sale  or assignment of a Partnership
Interest,  even  if  it  results  in substitution of the assignee or vendee as a
Limited  Partner,  shall  release  the  assignor  or  vendor  from  those


                                       20
<PAGE>
liabilities  to  the Partnership that survive the assignment or sale as a matter
of  law.

                                   ARTICLE XI
                                   AMENDMENTS

     11.1 PROPOSA1 OF AMENDMENTS GENERALLY. Any amendments to this Agreement may
     be  proposed:

          A.   By  the  General  Partner, which shall give notice to the Limited
               Partners  of  (1)  the text of such amendment, (2) a statement of
               the purpose such amendment, (3) an opinion of counsel obtained by
               such  General  Partner  to  the  effect  that  such  amendment is
               permitted  by  the  Act  and  this Agreement, will not impair the
               limited  liability of the Limited Partners and will not adversely
               affect the classification of the Partnership as a partnership for
               federal  income  tax  purposes;  or

          B.   By  a  Majority in Interest of Limited Partners, who shall submit
               to  the  General  Partner  the  text  of such proposed amendment,
               together with a statement of the purpose of such amendment and an
               opinion of counsel obtained by them, which counsel shall not have
               been  disapproved  of  by the General Partner, to the effect that
               such  amendment  is permitted by the Act and this Agreement, will
               not impair the limited liability of the Limited Partners and will
               not  adversely  affect the classification of the Partnership as a
               partnership  for  federal  income  tax  purposes.

     The  General  Partner  shall,  within twenty (20} days after receipt of any
proposal  under  subsection)  above, give written notice to all Partners of such
proposed  amendment,  such  statement  of  purpose  and such opinion of counsel,
together  with  the  views,  if any, of the General Partner with respect to such
proposed amendment (including with respect to whether such proposed amendment is
permitted  by  the  Act  and  this  Agreement,  will  not  impair  the  limited


                                       21
<PAGE>
liability of the Limited Partners or will adversely affect the classification of
the  Partnership  as  a  partnership  for  federal  income  tax  purposes).

     11.2. ADOPTION OF AMENDMENTS. Amendments to this Agreement shall be adopted
only  upon  the  affirmative  vote of those Partners who at the time of the vote
have  more than fifty percent (50%) of the Partnership Interest. Upon such vote,
the  General  Partner  shall  within a reasonable time after the adoption of any
amendment  to  this Agreement make any official filings or publications required
or  desirable  to  reflect  such  amendment,  including  any required filing for
recordation  of  any  certificate.

     11.3  LIMITATIONS  ON  AMENDMENTS.  No  amendment  to  this  Agreement may:

          A.   Add  to,  detract  from  or  otherwise modify the purposes of the
               Partnership  without  the  affirmative  vote of all the Partners;

          B.   Enlarge  the  obligations  of any Partner under this Agreement or
               convert  the Partnership Interest of any Limited Partner into the
               Partnership  Interest  of a General Partner or modify the limited
               liability  of  any  Limited  Partner  without the consent of such
               Partner  and  the  consent  of  a Majority in Interest of Limited
               Partners;

          C.   Modify  the  order  provided  in  Article  IV  for allocations of
               profits  and  losses,  the  order  provided in Article V for cash
               distributions,  or  the  order  provided  in  Section  12.3  for
               distribution  of  cash  proceeds  upon  dissolution  without  the
               written  consent  of  each  Partner  adversely  affected  by such
               modification and the written consent of a Majority in Interest of
               Limited  Partners;

          D.   Amend  this  Article  XI or Article X, or Sections 3.3 and 5.2 of
               this  Agreement  without  the  written  consent  of all Partners;


                                       22
<PAGE>
          E.   Adopt  any  amendment  to  this  Agreement  that  increases  the
               liability  of  any Partner, or changes the contributions required
               by  any  Partner  or the rights of any Partner in interest in the
               profits,  losses, deductions, credits, revenues, or distributions
               of the Partnership, rights upon dissolution, or any voting rights
               specifically  set  forth  in  this Agreement, without the written
               consent  of  that  Partner.

                                  ARTICLE XII
                          DISSOLUTION AND TERMINATION

     12.1  DISSOLUTION AND TERMINATION OF THE PARTNERSHIP. The Partnership shall
be  dissolved  upon  the  occurrence  of  any  of  the  following:

          A.   The  bankruptcy  or  insolvency  of  both  General Partner or the
               occurrence  of  any  other  event  that would permit a trustee or
               receiver  to  acquire  control  of  the  affairs  of both General
               Partner;

          B.   The  withdrawal  from the Partnership, death, or insanity of both
               General  Partner;

          C.   Agreement  of  the  General Partner and a Majority In Interest of
               Limited  Partners  to  dissolve;

          D.   Any disposition of all of the property of the Partnership;

          E.   The termination of the Partnership pursuant to Section 1.6; or

          F.   The  occurrence  of  any  other  circumstances  that by law would
               require the Partnership to be dissolved. The dissolution shall be
               effective  on  the  day  on  which  the event causing dissolution
               occurs,  but the Partnership shall not terminate until its assets
               have  been  distributed in accordance with the provisions of this
               Agreement.


                                       23
<PAGE>
     12.2  CONTINUATION  OF  BUSINESS  ENTERPRISE.

          A.   On  dissolution  of the Partnership pursuant to Section 12.1 A or
               B, the Partners may elect to continue the Partnership by the vote
               of  a  Majority  In  Interest of Limited Partners taken within 90
               days  of  any event of dissolution, with any election to continue
               being  binding on all the Partners. If they elect to continue the
               Partnership,  the  Partners shall also by a vote of a Majority In
               Interest  of  Limited  Partners  elect  a  new  General  Partner.

          B.   On  dissolution  of  the  Partnership  after  which  the business
               enterprise  of  the Partnership is not continued, the liquidating
               trustee,  which  shall be a General Partner if the dissolution is
               one  described in Section 12.1 C, D or E and otherwise shall be a
               person  selected by a Majority In Interest of Limited Partners or
               by  a  court  having  jurisdiction  over  the  affairs  of  the
               Partnership,  shall  proceed diligently to wind up the affairs of
               the  Partnership  and  distribute  its  assets.  The  liquidating
               trustee  shall  use  its  best  efforts to sell the equipment and
               otherwise  convert  Partnership  assets  into cash as promptly as
               possible  but  in an orderly and businesslike manner so as not to
               involve  undue  sacrifice.  No  Partner  shall  have any right to
               demand  or  receive  property  other than cash during Winding Up.

     12.3  WINDING  UP. The cash proceeds of the Partnership shall be applied or
distributed  on  the  winding  up  of  the Partnership in the following order of
priority:

          A.   In  payment  of  all  liabilities of the Partnership to creditors
               other  than Partners. If any liability is contingent or uncertain
               in  amount,  a  reserve equal to the maximum amount for which the
               Partnership could be reasonably held liable shall be established.
               On  the  satisfaction  or  other


                                       24
<PAGE>
               discharge  of  that  contingency,  the  amount  of  the  reserve
               remaining,  if  any,  will  be  treated  as  income to the extent
               previously  treated  as  a  deduction.

          B.   In payment of any loans to the Partnership by the Partners.

          C.   After  all allocations provided for in Article 4, to each Partner
               in  the proportion that the balance in his or her capital account
               bears  to  the  sum of the balance of the capital accounts of all
               Partners,  to  the  extent  of  such  balances.

          D.   To  the  Partners  in proportion to their applicable interests in
               profits  and  losses  determined  in  accordance  with Section 4.

                                  ARTICLE XIII
                                  MISCELLANEOUS

     13.1  MEETINGS  OF  PARTNERS. Meetings of the Partners may be called by the
General  Partner  or  a Majority In Interest of Limited Partners for any matters
for  which the Partners may vote as set forth in this Agreement, or for a report
from  the  General Partner on matters pertaining to the Partnership business and
activities.  A  list  of  the names and addresses and percentage interest of all
Limited Partners shall be furnished each Limited Partner and shall be maintained
as  a  part  of  the books and records of the Partnership. Within seven (7) days
after receipt of a written request in compliance with the above terms, either in
person  or  by registered or certified mail, stating the purpose of the meeting,
the  General  Partner shall mail to all Partners written notice of the place and
purpose  of  such  meeting  to be held on a date not less than fourteen (14) nor
more  than  twenty-eight  (28) days after receipt of the request. When a vote of
the  Limited Partners is called, the Limited Partners may vote at the meeting in
person  or  by  proxy.

     13.2  ACTION  WITHOUT  MEETING. Any matter as to which the Limited Partners
are authorized to take action under this Agreement or by law may be taken by the
Limited  Partners  without  a  meeting  and  shall  be  as  valid  and


                                       25
<PAGE>
effective  as  action  taken  by the Limited Partners at a meeting assembled, if
written  consents  to  the action by the Limited Partners (1) approve the action
and  (2)  are  delivered  to  the  General  Partner.

     13.3  TAX RETURNS. Each Partner hereby agrees to execute promptly, together
with  acknowledgment  or  affidavit, if requested by a General Partner, all such
agreements,  certificates,  tax  statements, tax returns, and other documents as
may  be  required  of  the Partnership or its Partners by the laws of the United
States  of  America,  the  State  of  Texas,  or  any  other  state in which the
Partnership  conducts or plans to conduct business, or any political subdivision
or  agency  thereof.

     13.4  NOTICES.  All  notices,  offers,  or other communications required or
permitted  to be given pursuant to this Agreement shall be in writing and either
delivered  or deposited in the United States Mall, postage prepaid, addressed to
the respective Partners at the addresses appearing in the records of the General
Partner.  Any Limited Partner may change his or her address for notice by giving
notice  in  writing  to the General Partner stating the new address. The General
Partner  may  change  its  addresses  for notice by giving written notice of the
change  to  the  Limited  Partners.

     13.5  POWER  OF  ATTORNEY. By the execution of this Agreement, each Limited
Partner  and  any  assignee  or  transferee  of  a Limited Partner's Partnership
Interest  irrevocably  constitutes  and appoints each General Partner his or her
true  and  lawful  attorney-in-fact  and  agent to execute, acknowledge, verify,
swear  to, deliver, record, and file in that Partner's or assignee's name, place
and  stead, all documents which may from time to time be required by any federal
or  state  law, including the execution, verification, acknowledgment, delivery,
filing  and recording of this Agreement, as well as all authorized amendments to
any  such  document,  all  assumed  name certificates, documents, bills of sale,
assignments,  and  other  instruments  or  conveyances,  leases, contracts, loan
documents and/or counterparts of any such document, and all other documents that
may be required to effect a continuation of the Partnership and that the General
Partner  deem necessary or reasonably appropriate. The power of attorney granted
in  this  paragraph  shall  be  deemed  to  be


                                       26
<PAGE>
coupled  with  an  interest,  shall  be  irrevocable  and  survive  the  death,
bankruptcy,  incompetency  or  legal  disability of a Limited Partner, and shall
extend  to  that  Limited  Partner's  heirs successors and assigns. Each Limited
Partner  agrees  to  be bound by any representations made by the General Partner
acting in good faith pursuant to the Power of Attorney, and each Limited Partner
waives  any  and  all  defenses  that  may  be  available to contest, negate, or
disaffirm any action of the General Partner taken in good faith under this Power
of  Attorney.

     13.6  EFFECTIVE LAW. This Agreement and the rights of the Partners shall be
governed  by  and interpreted in accordance with the laws of the State of Texas.

     13.7  ASSIGNS.  This  Agreement  shall be binding on and shall inure to the
benefit  of  the  Partners  and  their spouses as well as their respective legal
representatives,  heirs,  successors  and  assigns.

     13.8  COUNTERPART  EXECUTION.  This  Agreement  may be executed in multiple
counterparts,  each  of  which shall be considered an original, but all of which
shall  constitute  one  instrument.

     13.9  GENDER  AND NUMBER. Whenever the context requires, the singular shall
include  the  plural and the masculine shall include the feminine and neuter, as
the  identification  of  the  person,  corporation, or other entity may require.

     13.10  SEVERABILITY.  This  Agreement  is  intended  to  be  performed  in
accordance  with,  and  only  to  the  extent permitted by, all applicable laws,
ordinances,  rules,  and  regulations of the State of Texas. If any provision of
this  Agreement or its application to any person or circumstances shall, for any
reason  and  to  any  extent, be held invalid or unenforceable, the remainder of
this  Agreement  and  the  application  of  such  provision  to other persons or
circumstances  shall  not be affected thereby, but rather shall be effective and
in  force  to  the  greatest  extent  permitted  by  law.

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  to be
effective  as  of  the  date  and  year  first  above  written.


                                       27
<PAGE>
GENERAL PARTNER:

NEHC PROPERTIES, INC.


By:  /s/  Joe Fogarty
   ------------------------
     Joe Fogarty, President
Address for notice:
340 North Sam Houston Parkway East #140
Houston, Texas 77060


LIMITED PARTNERS:

MODERN MODULAR HOME RENTAL CORP., a Texas Corporation


By:  /s/  Joe Fogarty
   ------------------------
     Joe Fogarty, President
Address for notice:
340 North Sam Houston Parkway East #140
Houston, Texas 77060


AMERICAN HOMESTAR CORPORATION, a Texas corporation


By:  /s/ Craig A. Reynolds
   ------------------------------------
   Craig A. Reynolds, Exec. Vice-President
Address for notice:
2450 South Shore Blvd.    Suite 300
League City, Texas 77573


WESTLAWN PARTNERSHIP, LTD., a Texas limited partnership,
 By: Intercontinental Capital Corporation,
     Its general partner,


By:  /s/  Jerry Sadler
   -----------------------
   Jerry Sadler, President
Address for notice:
2109 Branard
Houston, Texas 77098


                                       28
<PAGE>
                                  EXHIBIT "A"
                                       TO
                              HUMBLE SPRINGS, LTD.
                              PARTNERSHIP AGREEMENT

                                GENERAL PARTNER

   NAME AND ADDRESS                                         COLUMN I
   ----------------                                         --------
                                                            Initial Capital
                                                            Contribution

NEHC Properties, Inc.
340 North Sara Houston Parkway East #140                         $1.00
Houston, Texas 77067
Phone:  281-272-6134
Facsimile: 281-260-9798
Tax Payer Identification Number: 56-2329938

                                LIMITED PARTNERS
                                ----------------

American Homestar Corporation                                    $49.50
2450 South Shore Blvd.    Suite 300
League City, Texas 77573
Phone:  281-334-9701
Facsimile:  281-334-6320
Taxpayer Identification Number: 76-0070846

Modern Modular Home Rental Corp.                                 $37.00
340 North Sam Houston Parkway East #140
Houston, Texas 77060
Phone:  281-272-6134
Facsimile: 281-260-9798
Taxpayer Identification Number: 38-3642546

Westlawn Partnership, Ltd.                                       $12.50
2109 Branard
Houston, Texas 77098
Phone:  713-522-5121
Facsimile: 713-522-5122
Taxpayer Identification Number: 04-3755196


                                       29
<PAGE>
                                  EXHIBIT "B"
                                       TO
                              HUMBLE SPRINGS, LTD.
                              PARTNERSHIP AGREEMENT



NAME AND ADDRESS                                              PARTNERSHIP
-------------------------------------------------------------------------
INTEREST
--------

NEHC Properties, Inc.                                             1%
340 North Sam Houston Parkway East #140
Houston, Texas 77060



                                LIMITED PARTNERS
                                ----------------


American Homestar Corporation                                    49.5%
2450 South Shore Blvd  Suite 300
League City, Texas 77573

Modern Modular Home Rental Corp.                                 37.0%
340 North Sam Houston Parkway East #140
Houston, Texas 77060

Westlawn Partnership, Ltd.                                       12.5%
2109 Branard
Houston, Texas 77098


                                       30
<PAGE>
                                    AGREEMENT

     This  Agreement (this "Agreement") is made as of the 1st day of July, 2004,
                            ---------
by  and  among  American  Homestar  Corporation, a Texas Corporation  ("American
                                                                        --------
Homestar"),  NEHC  Properties,  Inc.,  a  Texas corporation ("NEHC"), and Modern
--------                                                      ----
Modular  Home  Rental  Corp.,  a  Texas corporation ("Modern Modular"). American
                                                      --------------
Homestar,  NEHC,  and  Modern  Modular  are  sometimes  referred  to  herein,
individually or collectively, as the case may be, as a "Party" or the "Parties."
                                                        -----          -------

                                    RECITALS

     WHEREAS,  American Homestar, NEHC, Modern Modular, and Westlawn Partnership
Ltd.,  a  Texas  limited  partnership  ("Westlawn")  are parties to that certain
Agreement  of  Limited  Partnership  of  Humble  Springs,  Ltd., a Texas limited
partnership  (the  "Partnership")  dated  as of March 12, 2003 (the "Partnership
Agreement),  which  Partnership  Agreement provides for, among other things, the
governance  of  the Partnership and the rights, ownership, and privileges of the
partners  of  the  Partnership;

     WHEREAS,  during  discussions  and  negotiations  relating to the terms and
provisions  of the Partnership Agreement, the Parties orally agreed that each of
the  partners  would  be responsible for their respective proportionate share of
the  net  cash  losses,  if  any, of the Partnership at the time the Partnership
winds  up  its  affairs;

     WHEREAS,  the  partners  made additional oral agreements to the effect that
such  net  cash  losses,  if  any,  will  include American Homestar's additional
capital  contributions  and earned but unpaid preferred return on the additional
capital contributions, as more fully described in the Partnership Agreement; and

     WHEREAS,  the  Partnership  Agreement  does  not explicitly set forth these
agreements  between  the  partners,  and the Parties wish to clarify and confirm
that  such  agreements  were made between the Parties and were the intention and
understanding  of  the Parties at the time they formed the Partnership that such
net  cash  losses,  if  any,  will  be appropriated to the partners as set forth
above.

     NOW,  THEREFORE,  for  and  in  consideration of the recitals above and the
mutual covenants contained herein and other good and valuable consideration, the
receipt  and  sufficiency  of  which  are hereby acknowledged and confessed, the
Parties  do  covenant  and  agree  as  follows:

     1. NET CASH LOSSES. The Parties acknowledge and agree and desire to clarify
        ---------------
their understanding and intention that each of the partners has been responsible
since  the formation of the Partnership and shall continue to be responsible for
each of their respective proportionate shares of the net cash losses, if any, of
the  Partnership  at  the  time  that the Partnership winds up its affairs. This
Agreement  is  intended to clarify the agreements made by the Parties hereto and
shall not amend or modify the Partnership Agreement, which Partnership Agreement
shall  remain  in  full  force  and  effect.


<PAGE>
     2. PROPORTIONATE SHARE OF WESTLAWN. In the event that Westlawn is unwilling
        -------------------------------
or  unable  to  fund  its  proportionate  share  of  the  net cash losses of the
Partnership, including the additional capital contributions of American Homestar
and earned but unpaid preferred return on such additional capital contributions,
then  NEHC  and  Modern  Modular  hereby acknowledge and agree that they will be
jointly  and  severally  responsible for the proportionate share of the net cash
losses  of  Westlawn,  in addition to their respective proportionate shares, for
the  benefit  of  American  Homestar.

     IN  WITNESS WHEREOF, this Agreement has been executed by the undersigned on
the  date  set  forth  in  the  first  paragraph  hereof.

                                       AMERICAN HOMESTAR CORPORATION


                                       By: /s/ Craig A. Reynolds
                                           ----------------------------------
                                           Craig A. Reynolds, Executive Vice
                                           President and Chief Executive Officer


                                       NEHC PROPERTIES, INC.


                                       By: /s/ Joe Fogarty
                                           ----------------------------------
                                           Joe Fogarty, President


                                       MODERN MODULAR HOME RENTAL CORP.



                                       By: /s/ Joe Fogarty
                                           -------------------------
                                           Joe Fogarty, President


<PAGE>

</TEXT>
</DOCUMENT>
