LOAN ASSUMPTION AGREEMENT

                            LOAN ASSUMPTION AGREEMENT


         THIS LOAN ASSUMPTION AGREEMENT (hereinafter "Senior Loan" and/or
"Agreement") dated this 2nd day of October, 2006 (hereinafter "Effective Date")
by, between, and among

         1) THE VINCENTI FAMILY TRUST (hereinafter "New Borrower"),

         2) MONTGOMERY REALTY GROUP, INC., a Nevada corporation (hereinafter
"Existing Borrower"),

         3) MR. DINESH MANIAR (hereinafter "Guarantor"), and

         4) CALIFORNIA MORTGAGE & REALTY, INC. as trustee and agent for, and on
behalf of the beneficiaries of the Loan as defined herein (collectively
"Lender").

                                 R E C I T A L S

         WHEREAS, Lender is the current owner and holder of the following loan
documents evidencing a mortgage loan (hereinafter the "Loan") initially made to
Existing Borrower ("Maker") and personally guarantied by Guarantor, on the one
hand and Lender:

                  (a) a Promissory Note (as amended by Loan Modification
         Agreements extending the maturity date thereof, dated effective
         December 31, 2005 and June 30, 2006, and as may have been further
         amended from time to time) (hereinafter the "Note") dated June 21,
         2005, being loan number 05--034, in the original principal amount of
         One Million Three Hundred Thousand Dollars ($1,300,000),

                  (b) a Deed of Trust and Security Agreement (as amended by the
         Modification Agreement, and as may have been further amended from time
         to time (hereinafter the "Deed of Trust") of even date therewith
         recorded as document no. 2005115263 of the official records of Travis
         County, Texas (hereinafter the "Records"), granting a first mortgage
         lien on the property more fully described therein (hereinafter the
         "Property"), including the land described in Exhibit "A" attached
         hereto and made a part hereof, which Deed of Trust secures the Note. In
         addition to the Note and Deed of Trust, an Environmental Certificate
         and Indemnity was executed by Borrower and Guarantor, a General
         Guaranty and Indemnity Agreement was executed by Guarantor, a Loan
         Agreement was executed by Borrower, together with various other
          documents concerning said loan, all of which were executed on even date
         with the Note and Deed of Trust. The Note, Deed of Trust and other
         instruments executed in connection with said loan are herein,
         collectively, the "Loan Documents").

         WHEREAS, the Loan Documents provide that the indebtedness secured
thereby may, at the option of the holder thereof, be accelerated if Maker or any
assignee of Maker sells or conveys any or all of the Property without the
consent of Lender;

         WHEREAS, Existing Borrower is the current owner of the legal and
equitable title to the Property.

         WHEREAS, Existing Borrower and New Borrower have entered into a
purchase and sale agreement dated as of August 3, 2006 (as may have been


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amended, the "Purchase Agreement"), pursuant to which Existing Borrower shall
sell the Property to New Borrower upon the terms and conditions set forth
therein;

         WHEREAS, Existing Borrower and New Borrower have requested Lender to
consent to the conveyance of the Property by Existing Borrower to New Borrower
and the assumption of the Loan by New Borrower, and Lender is willing so to
consent upon compliance with the terms and provisions of this Agreement;

         WHEREAS, Guarantor has agreed to continue his personal guaranty of the
Loan Documents, as set forth in said Loan Documents; and

         NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    AGREEMENT

         1. Consent to Transfer. Lender hereby consents to the above described
conveyance of the Property pursuant to and in accordance with the Purchase
Agreement and waives its option to accelerate as provided in the Loan Documents,
without prejudice to its rights with respect to any future conveyance of said
property or any interest therein, subject, however, to the performance and
satisfaction of the terms and conditions set forth in this Agreement.

         2. Assumption of Loan. New Borrower hereby (i) assumes and promises to
pay and perform all of the indebtedness, liabilities, covenants, agreements,
duties and obligations of Existing Borrower and Maker under the Note and the
other Loan Documents (including, without limitation, those arising prior to the
Effective Date), and (ii) agrees to be bound by all of the terms, conditions and
provisions of the Note and the Loan Documents, as any of the foregoing may be
modified as provided in this Agreement, as if it were the maker thereunder. From
and after the Effective Date, any reference in the Loan Documents to "Borrower",
"Maker", "Grantor" or other similar references shall mean and refer to New
Borrower. Notwithstanding anything to the contrary contained in any of the Loan
Documents or this Agreement, the Loan shall be fully recourse to New Borrower,
and New Borrower shall be fully and personally liable for the repayment of all
outstanding principal, accrued interest and all other sums outstanding under the
Loan Documents and the performance of all obligations of Maker and/or Existing
Borrower under the Loan Documents, without any limitation of liability
whatsoever. Accordingly, and without limiting the foregoing in any manner,
Section 1.05 of the Note, Section 5.27 of the Deed of Trust, Section 24 of the
Assignment of Leases and Rents and all similar non-recourse provisions of the
Loan Documents are hereby deleted in their entirety and shall be of no further
force and effect.

         3. Conditions to Assumption. The following are conditions precedent to
Lender's obligations to consent to the assumption of the Loan by New Borrower:

                  (a) Loan Assumption Agreement. New Borrower shall execute and
         deliver this Loan Assumption Agreement to Lender at the close of
         escrow.

                  (b) Continuing Guaranty. Guarantor shall execute and deliver
         such further guaranties of the Loan Documents as may be necessary or
         appropriate so as to continue his guaranty of the Loan Documents, as
         set forth in the Loan Documents, and not assert any waiver or defense
         to such guaranty by reason of this Loan Assumption Agreement.


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                  (c) Environmental Indemnity. New Borrower shall execute an
         Environmental Indemnity Agreement in the form required by Lender. In
         addition, Existing Borrower and Guarantor (hereinafter "Existing
         Environmental Guarantors") shall remain liable under the Loan Documents
         for all obligations under the Loan Documents pertaining to the
         environmental condition of the Property, and such parties shall not be
         released from any liability or obligations on account of the
         transactions evidenced by this Agreement.

                  (d) Organizational Documents. New Borrower shall provide
         Lender with its organizational documents and financial statements for
         the period ended December 31, 2005, including both financial statements
         and federal income tax return within ten (10) days of the Closing, as
         that term is defined in the Purchase and Sale Agreement.

                  (e) Title Policy Endorsement. See paragraph 12 hereinbelow.

         4. Outstanding Balance of Loan; Modifications to Loan.

                  (a) Outstanding Balances. Existing Borrower, New Borrower and
         Lender hereby acknowledge that the unpaid principal balance of the Note
         as of the Effective Date is One Million Three Hundred Thousand Dollars
         ($1,300,000.00), with interest paid up to and including August 31,
         2006.

                  (b) Maturity Date. Existing Borrower, New Borrower and Lender
          hereby acknowledge that the maturity date of the Note is December 31,
         2006.

                  (c) No Modification. The Loan Documents are in no way modified
         by this Agreement, except to the extent that the assumption by New
          Borrower of Old Borrower's obligations under the Loan Documents may be
         interpreted to be a modification.

         5. Release of Existing Borrower. At such time as (i) the transactions
evidenced by the Purchase Agreement have been fully closed and consummated, (ii)
the Deed has been executed by Existing Borrower and recorded in the Records,
(iii) Existing Borrower and New Borrower have executed all other closing
documents required by the Purchase Agreement, (iv) New Borrower has executed all
documents required by Lender under this Agreement and all other conditions to
the assumption of the Loan in Section 3 above have been satisfied, and (v)
provided that no default is then existing under this Agreement or any of the
Loan Documents (all of the foregoing are herein, collectively, the "Release
Conditions"), Lender agrees that Existing Borrower shall be released and
discharged from, and shall not be responsible to Lender, for the discharge or
performance of the Existing Borrower's obligations (including any obligations to
make any payment or perform any duty or obligation) pursuant to or in connection
with the Note or any of the Loan Documents; provided, however, that the
foregoing shall not affect, diminish, release or impair any of Existing
Borrower's or Existing Guarantor's obligations under any indemnification
provisions contained in the Loan Documents for any matters occurring or existing
prior to the Effective Date, it being agreed that Existing Borrower and Existing
Guarantor shall continue to remain liable for such indemnification obligations
from and after the Effective Date.

         6. [omitted]

         7. USA Patriot Act Notice. Lender hereby notifies New Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56


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(signed into law October 26, 2001)) (hereinafter the "Act"), it is required to
obtain, verify and record information that identifies New Borrower, which
information includes the name and address of New Borrower and other information
that will allow Lender to identify New Borrower in accordance with the Act."

         8. Representations and Warranties of New Borrower. New Borrower hereby
represents and warrants to Lender that New Borrower has fully reviewed,
understands, and will comply with all provisions set forth in the Loan
Documents, and that:

                  (a) upon the consummation of the transactions contemplated by
         this Agreement and the Purchase Agreement (including the recordation of
         the Deed), New Borrower will be the sole legal and equitable owner of
         the Property;

                  (b) the execution and delivery of, and performance under the
         Purchase Agreement and this Agreement are within New Borrower's power
         and authority without the joinder or consent of any other party;

                  (c) the Purchase Agreement and this Agreement constitute the
         legal, valid and binding obligations of New Borrower enforceable in
         accordance with their respective terms;

                  (d) the execution and delivery of the Purchase Agreement and
         this Agreement by New Borrower do not contravene, result in a breach of
         or constitute a default under any mortgage, loan agreement, indenture
         or other contract, agreement or undertaking to which New Borrower is a
         party or by which New Borrower or any of its properties may be bound
         (nor would such execution and delivery constitute such a default with
         the passage of time or the giving of notice or both) and do not violate
         or contravene any law, order, decree, rule or regulation to which New
          Borrower is subject;

                  (e) the Purchase Agreement is an arm's length agreement
         between Existing Borrower, as seller, and New Borrower, as purchaser,
         and there are no other agreements (whether written or unwritten)
          between Existing Borrower and New Borrower or any of their affiliates
         concerning the Property; and

                  (f) to the best of New Borrower's knowledge, there exists no
         uncured default under the Purchase Agreement, the Note or any of the
         Loan Documents. New Borrower agrees to indemnify and hold Lender
         harmless against any loss, claim, damage, liability or expense
         (including, without limitation, reasonable attorneys' fees) incurred as
         a result of any representation or warranty made by it herein proving to
         be untrue in any material respect.

         9. Representations and Warranties of Existing Borrower. Existing
Borrower hereby represents and warrants to Lender that:

                   (a) as of the Effective Date and conveyance of the Property to
         New Borrower, Existing Borrower is the sole legal and equitable owner
         of the Property;

                  (b) Existing Borrower is a Nevada corporation duly organized
          and legally existing under the laws of the State of Nevada and is duly
         qualified to do business in the State of Texas;

                  (c) the execution and delivery of, and performance under the
         Purchase Agreement and this Agreement are within Existing Borrower's


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         power and authority without the joinder or consent of any other party
          and have been