LIBERTE INVESTORS INC, 424B3, 1996-07-05

LIBERTE INVESTORS INC
424B3, 1996-07-05

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Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-07439

PROXY STATEMENT/PROSPECTUS
JULY 3, 1996

LIBERTE INVESTORS INC.

12,153,658 SHARES OF COMMON STOCK

Liberte Investors, a Massachusetts business trust (the "Trust"), proposes
to reorganize into a Delaware corporation called Liberte Investors Inc. (the
"Company"). The Trust has called a special meeting of its shareholders to vote
upon a Plan of Reorganization (the "Plan of Reorganization") to effect the
reorganization. At the meeting, the shareholders will also vote upon an
amendment to the Declaration of Trust (as amended, the "Declaration of Trust")
to enable the reorganization to occur.

As reorganized, the Company will benefit from the advantages of being a
Delaware corporation. These advantages include the ability to engage in a broad
range of business activities, perpetual existence, and the familiarity of the
investment and legal communities with such corporations. In contrast, the Trust
currently may engage only in a narrow scope of activities, has a finite life,
and does not enjoy the advantages of such familiarity.

In the reorganization, each shareholder will receive one share of the
Company's common stock, par value $.01 per share (the "Common Stock"), for each
share of beneficial interest in the Trust (a "Beneficial Share") that such
shareholder owns. The Beneficial Shares currently trade on the New York Stock
Exchange ("NYSE"). The NYSE has approved the Company's application to have the
Common Stock continue to trade on that exchange after the reorganization.

The shareholders will also vote upon a Stock Purchase Agreement (as
amended, the "Stock Purchase Agreement"). Under this agreement, the Company will
sell 8,102,439 newly issued shares of Common Stock to Hunter's Glen/Ford, Ltd.
or its permitted assignee (the "Purchaser") at a purchase price of $2.85 per
share. The Purchaser is an affiliate of Mr. Gerald J. Ford, who has considerable
experience in the acquisition of various companies, specifically in the
financial services industry. Following the sale, the Company will attempt to
expand its business through one or more acquisitions of companies or interests
in companies. Mr. Ford's involvement with the Company could facilitate such
acquisitions. The amendment of the Declaration of Trust and the reorganization
of the Trust into the Company are conditions to the closing of this sale.

The Trust will hold the special meeting (the "Special Meeting") at the Le
Meridien Hotel, 650 N. Pearl Street, Dallas, Texas 75201, on August 15, 1996,
at 2:00 p.m. On or about July 8, 1996, the Trust will mail to its shareholders
this Proxy Statement/Prospectus (this "Prospectus") and the accompanying cover
letter, notice of the Special Meeting, proxy card (the "Proxy Card"), Annual
Report on Form 10-K for the year ended June 30, 1995 (as amended, the "Form
10-K"), and Quarterly Report on Form 10-Q for the three months ended March 31,
1996 (the "Form 10-Q").

------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN RISKS THAT
THE SHAREHOLDERS SHOULD CONSIDER CONCERNING THE REORGANIZATION AND THE SALE
OF THE SHARES, INCLUDING THE COMPANY'S LACK OF EXPERIENCE IN CERTAIN
BUSINESSES, THE POSSIBILITY THAT THE COMPANY WILL BE UNABLE TO MAKE
A FUTURE ACQUISITION OR THAT SUCH AN ACQUISITION WILL BE
UNSUCCESSFUL, AND CERTAIN CONFLICTS OF INTERESTS.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

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PROXY STATEMENT/PROSPECTUS

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PROXY STATEMENT/PROSPECTUS
JULY 3, 1996

LIBERTE INVESTORS INC.

12,153,658 SHARES OF COMMON STOCK

------------------------

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

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SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus and
the accompanying Forms 10-K and 10-Q, which are incorporated by reference into
this Prospectus. Terms beginning with initial capital letters have the meanings
given to them in the other parts of this Prospectus. Please see Appendix I to
this Prospectus for a list of such defined terms and the page on which this
Prospectus defines them.

INTRODUCTION

The Trust will hold the Special Meeting at the Le Meridien Hotel, 650 N.
Pearl Street, Dallas, Texas 75201, on August 15, 1996 at 2:00 p.m. At the
Special Meeting, the shareholders will vote upon: (i) the amendment to Section
8.2 of the Declaration of Trust to enable the reorganization to occur, (ii) the
Plan of Reorganization, under which the Trust will reorganize from a
Massachusetts business trust into the Company, which is a Delaware corporation,
and (iii) the approval of the Stock Purchase Agreement, under which the Company
will sell 8,102,439 newly issued shares of Common Stock to the Purchaser. The
Board of Trustees recommends that you vote to approve the amendment of Section
8.2, the Plan of Reorganization, and the Stock Purchase Agreement.

TRUST

The Trust emerged from Chapter 11 bankruptcy proceedings in April 1994.
Under the bankruptcy plan of reorganization, the Trust became a virtually
debt-free entity with cash and cash equivalents, real estate mortgage notes
receivable, foreclosed real estate, and NOL carryforwards. The bankruptcy plan
contemplated that the Trust would continue as a financial services company,
primarily making and purchasing real estate mortgage loans. The Board of
Trustees, however, decided to delay the Trust's making and purchasing of longer
maturity loans until the Trust decreased its holdings in foreclosed real estate.

After the Trust emerged from bankruptcy proceedings, the Board of Trustees
decided that the Trust should seek to maximize shareholder value using the
Trust's cash and cash equivalents, NOL carryforwards, and other assets. When
determining how to maximize shareholder value, the Board of Trustees concluded
that the Trust's NOL carryforwards could create significant value by decreasing
the federal income taxes that the Trust would pay on any future earnings. The
Board of Trustees therefore decided not to liquidate the Trust and distribute
the Trust's cash to the shareholders. Such a liquidation would have forfeited
the value of the NOL carryforwards. Similarly, Section 382 of the Code would
have restricted the Trust's use of the NOL carryforwards if a significant change
occurred in the ownership of the Beneficial Shares. Accordingly, the Board of
Trustees also decided not to sell the Trust in a transaction in which a third
party would purchase all of the outstanding Beneficial Shares.

The Board of Trustees determined that the best way to maximize shareholder
value was for the Trust to purchase or create an operating business, while
continuing to make or purchase real estate mortgage loans. The Trust could then
realize the value of the NOL carryforwards through the decrease in federal
income taxes that the Trust would pay on the business's earnings. The Board of
Trustees also determined that a strategic sale of the maximum number of shares
permitted without restricting the Trust's use of its NOL carryforwards could be
beneficial. Such a sale would increase the Trust's cash balances, which could
increase the potential number or size of any acquisitions. The Board of Trustees
concluded that in any strategic sale of shares, the identity of the purchaser
would be extremely important because the Board of Trustees would expect the
purchaser to take the lead in identifying acquisition candidates and managing
the Trust. The purchaser would therefore be instrumental in the overall goal of
maximizing shareholder value. Accordingly,

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in any strategic sale of shares, the qualifications and acquisition experience
of the purchaser would be as important as the purchase price. See "Trust" and
"Stock Purchase Agreement -- Background."

SALE OF SHARES

Pursuant to the Stock Purchase Agreement, the Trust will cause the Company
to sell 8,102,439 newly issued shares of Common Stock to the Purchaser at a
purchase price of $2.85 per share. These shares will represent 40% of the
Company's fully-diluted shares of Common Stock immediately after the sale. The
Stock Purchase Agreement is an exhibit to this Prospectus. See "Stock Purchase
Agreement."

SALE COULD FACILITATE AN ACQUISITION. The Purchaser is an affiliate of Mr.
Gerald J. Ford, who the Company anticipates will become the initial Chief
Executive Officer of the Company following the closing. Mr. Ford has
considerable experience in the acquisition of various companies, specifically in
the financial services industry. Mr. Ford's involvement with the Company could
therefore facilitate the Company's acquisition of another company. Following the
sale, the Company will pursue the acquisition of one or more operating companies
or interests in such companies, which would generally be controlling interests.
Acquisition candidates will generally have one or more of the following
characteristics: (i) existing or economically available capable management, (ii)
financing capacity, (iii) reduced risk because of the business's resale or
breakup potential, (iv) operations within an industry familiar to the Company's
management or that such management could learn quickly, and (v) operations that
the Company could enhance and make more profitable through market consolidation,
process improvements, refinancings, or cost reductions.

In addition, the Company will receive approximately $23.1 million from the
sale, $22.1 million net of the expenses associated with the transaction. When
added to the Trust's current cash balances, the Company will have approximately
$44.8 million in cash and cash equivalents to use to pursue acquisitions. No
assurance exists, however, that the Company will be able to make an acquisition
or that any acquisition will be successful. See "Stock Purchase Agreement --
Business Plan," "Stock Purchase Agreement -- Reasons for the Sale and
Recommendation," and "Expenses."

FAIRNESS OPINION. The Trust has received an opinion from Bear, Stearns &
Co. Inc., its Investment Banker, that the purchase price of $2.85 per share is
fair to the Trust's public shareholders from a financial point of view. This
opinion is an exhibit to this Prospectus. See "Stock Purchase Agreement --
Fairness Opinion."

REGISTRATION RIGHTS. The sale of the shares to the Purchaser will not be
registered under federal or state securities laws. At the closing, the Company
and the Purchaser will enter into the Registration Rights Agreement. Under this
agreement, the Purchaser and certain subsequent holders of the shares of Common
Stock purchased under the Stock Purchase Agreement will have the right to
require the Company to file two registration statements registering the sale of
their shares in underwritten offerings and one shelf registration statement. In
addition, they could register their sale of such shares on any registration
statement that the Company proposes to file, other than a registration statement
concerning a business combination, an exchange of securities, or an employee
benefit plan. The holders of these registration rights may exercise them at any
time during the period beginning on the first anniversary of the closing and
ending when the holders of such shares own an aggregate of less than 5% of the
outstanding shares of Common Stock and are no longer affiliates of the Company
under the federal securities laws. See "Stock Purchase Agreement -- Registration
Rights."

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BOARD OF DIRECTORS. Following the closing, the Company's Board of
Directors will consist of three directors, Messrs. Gene H. Bishop and Robert Ted
Enloe III, who are currently trustees of the Trust, and Mr. Ford. See "Stock
Purchase Agreement -- Board of Directors."

TERMINATION. Under the Stock Purchase Agreement, the Trust or the Company
may terminate the agreement under certain conditions if the Board of Trustees or
the Board of Directors determines that the trustees or directors could
reasonably expect to be liable for a breach of their fiduciary duties to the
shareholders if the Trust or the Company failed to enter into an agreement
concerning an alternative transaction. Upon termination of the Stock Purchase
Agreement for such fiduciary reasons or the failure of the shareholders to
approve the Stock Purchase Agreement if the Board of Trustees fails to recommend
that they approve it, or subsequently withdraws such a recommendation, the Trust
and the Company would have to pay the Purchaser a $500,000 fee. See "Stock
Purchase Agreement -- Certain Terms and Conditions."

REORGANIZATION

A condition to the closing of the sale of the shares to the Purchaser is
that the Trust reorganize into the Company pursuant to the Plan of
Reorganization, which is an exhibit to this Prospectus. To effect the
reorganization, the Trust will contribute its assets to the Company and receive
all of the Company's Common Stock. The Trust will distribute this Common Stock
to the shareholders in redemption of their Beneficial Shares in the Trust and
then terminate. The Company will assume all of the Trust's outstanding
liabilities and obligations. The Company has already assumed all of the Trust's
obligations under the Stock Purchase Agreement. See "Plan of Reorganization."

ADVANTAGES AND DISADVANTAGES. As reorganized, the Company will benefit
from the advantages of being a Delaware corporation. First, the Company will
have the ability to engage in a broad range of business activities, which will
permit it to exploit acquisition and other opportunities. The Trust may
currently only make and purchase real estate mortgage loans and engage in
certain related activities. Second, the Company will have perpetual existence.
The Trust has a finite existence, which could affect the advisability of the
Trust engaging in certain activities, whether currently permitted under the
Declaration of Trust or a future amendment to it. Third, the investment and
legal communities are much more familiar with Delaware corporations than
Massachusetts business trusts. Delaware has a well developed body of corporate
law and has therefore become the jurisdiction of choice for most public
companies. This greater familiarity with Delaware corporations could alleviate
certain of the Trust's administrative and legal burdens.

The Trust was originally formed as a Massachusetts business trust because
that type of entity is often used for REITs. As the Trust no longer qualifies as
a REIT for federal income tax purposes, no reason exists for continuing it as a
Massachusetts business trust.

Several disadvantages may also exist concerning the reorganization of the
Trust into a Delaware corporation. First, the Declaration of Trust currently
limits the Trust to making and purchasing real estate mortgage loans and
engaging in certain related activities. As reorganized, the Company will have
the authority to engage in any lawful business. The Company, however, has no
experience in the operation of any business other than financial services that
primarily involve making and purchasing real estate mortgage loans. Second, the
Trust is an entity with a finite existence. Upon the expiration of that
existence, the Trust would terminate, liquidate its remaining assets, and make
final distributions to the shareholders. The Company, however, has an infinite
existence without a predetermined liquidation plan. The shareholders therefore
will generally not have the right to liquidating distributions until the
dissolution of the Company is approved by a majority of the whole Board of
Directors and a majority of the Company's outstanding shares entitled to vote on

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such matter. See "Plan of Reorganization -- Reasons for the Reorganization and
Recommendation."

EXCHANGE OF SHARES. In the reorganization, each shareholder will receive
one share of the Company's Common Stock for each Beneficial Share in the Trust
that such shareholder owns. Shareholders will not recognize any gain or loss for
federal income tax purposes when exchanging their Beneficial Shares in the Trust
for shares of Common Stock in the Company. In addition, the Beneficial Shares
currently trade on the NYSE. The NYSE has approved the Company's application to
have the Common Stock continue to trade on that exchange after the
reorganization.

As soon as practicable after the reorganization, an exchange agent will
send a letter of transmittal to each shareholder requesting such shareholder to
complete the letter of transmittal and return it with the shareholder's
certificates representing Beneficial Shares. Upon the exchange agent's receipt
of a properly completed letter of transmittal accompanied by such certificates,
the exchange agent will send the shareholder the certificates representing the
shareholder's shares of Common Stock. See "Plan of Reorganization."

AUTHORIZED CAPITALIZATION. The Company will have the authority to issue
50,000,000 shares of Common Stock and 10,000,000 shares of preferred stock in
one or more series. The Board of Directors will determine the rights and
preferences of each series of preferred stock. Immediately after the
reorganization and the sale of the shares to the Purchaser, the Company will
have 20,256,097 shares of Common Stock outstanding. At that time, the Company
will not have any options, warrants, or shares of preferred stock outstanding.
See "Plan of Reorganization -- Description of the Common Stock" and "Plan of
Reorganization -- Description of the Preferred Stock."

TRANSFER RESTRICTIONS. Transfer restrictions on the shares of Common Stock
of the Company will exist to preserve the Company's use of its NOL carryforwards
and other tax attributes, similar to the transfer restrictions currently on the
Beneficial Shares. These transfer restrictions will generally preclude any
person from transferring shares of Common Stock or any other subsequently issued
voting or participating stock, if the effect of the transfer or the issuance
would be to make any person or group an owner of 4.9% or more of the outstanding
shares of such stock (by value), increase the ownership position of any person
or group that already owns 4.9% or more of the outstanding shares of such stock
(by value), or cause any person or group to be treated like the owner of 4.9% or
more of the outstanding shares of such stock (by value) for tax purposes. These
transfer restrictions will apply to the shares of Common Stock to be acquired by
the Purchaser, restricting the resale of such shares to persons who would not
own 4.9% or more of the outstanding shares following such resale unless approved
by the Board of Directors pursuant to its authority to waive the transfer
restrictions under certain circumstances. Pursuant to such authority, the Board
of Directors has approved the sale of the shares to the Purchaser, which sale
will not restrict the Company's use of its NOL carryforwards. The transfer
restrictions are set forth in the Company's Charter, which along with the
Company's Bylaws are exhibits to this Prospectus. See "Plan of Reorganization --
Charter and Bylaws."

AMENDMENT

To effect the reorganization, the shareholders must approve the amendment
to Section 8.2 of the Declaration of Trust to eliminate the requirement that any
entity into which the Trust reorganizes have features similar to the Trust. The
Company's broad business purpose will be dissimilar from the Trust's narrow
focus. See "Amendment to Revise Section 8.2."

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RISK FACTORS

When considering the reorganization and the sale of the shares to the
Purchaser, the shareholders should consider several risk factors. These risk
factors include the Company's lack of experience in certain businesses, the
possibility that the Company will be unable to make a future acquisition or that
such an acquisition will be unsuccessful, and certain conflicts of interest.
This Prospectus also contains forward looking statements that involve risks and
uncertainties, including statements concerning the Company's ability to acquire
businesses in the future. These risks and uncertainties may cause the Company's
results to differ significantly from the results discussed in the forward
looking statements. See "Risk Factors."

The trustees and executive officers of the Trust will benefit from the
reorganization and the sale of the shares of Common Stock to the Purchaser as
follows. Mr. Robert Ted Enloe III, a trustee and the Trust's Chief Executive
Officer, will receive a bonus of $100,000 upon the closing of the sale of the
shares. In addition, the registration rights that the Trust has granted with
respect to 400,000 Beneficial Shares currently held by the Enloe Descendants'
Trust, the beneficiaries of which are Mr. Enloe, his wife, and their children,
will expand to cover the 759,000 shares of Common Stock that the Enloe
Descendants' Trust, Mr. Enloe, and his wife will receive in exchange for the
Beneficial Shares that they own. Bradley S. Buttermore, the Trust's Chief
Financial Officer, will receive a bonus of $50,000 upon the closing of the sale
of the shares. See "Risk Factors -- Conflicts of Interest of Mr. Enloe," "Trust
- -- Financial Statements -- Bonuses," and "Stock Purchase Agreement --
Registration Rights."

VOTING

The Board of Trustees has established the close of business on
June 27, 1996 as the Record Date for the Special Meeting. Each
shareholder will be entitled to one vote per Beneficial Share in connection
with the amendment to revise Section 8.2 of the Declaration of Trust to enable
the reorganization to occur, the approval of the Plan of Reorganization under
which the Trust will reorganize into the Company, and the approval of the Stock
Purchase Agreement under which the Company will sell shares of Common Stock to
the Purchaser. The shareholders will not possess dissenters' appraisal rights
with respect to the reorganization or any other matter. See "Voting
Procedures."

CONDITIONS. The amendment of Section 8.2 of the Declaration of Trust to
enable the reorganization to occur is a condition to the consummation of the
Plan of Reorganization. Similarly, the consummation of the Plan of
Reorganization is a condition to the consummation of the Stock Purchase
Agreement.

Accordingly, if the shareholders fail to approve the amendment of Section
8.2, the Trust will not reorganize into the Company and the Company will not
sell the shares of Common Stock to the Purchaser. If the shareholders approve
the amendment of Section 8.2, but fail to approve the Plan of Reorganization,
the Trust will have the ability to reorganize into an entity with perpetual
existence and broad operating authority upon the approval of at least two-thirds
of the trustees and two-thirds of the outstanding Beneficial Shares. The Trust,
however, will not reorganize into the Company and the Company will not sell the
shares of Common Stock to the Purchaser. If the shareholders approve the
amendment of Section 8.2 and the Plan of Reorganization, but fail to approve the
Stock Purchase Agreement, the Trust will reorganize into the Company. The
Company, however, will not sell the shares of Common Stock to the Purchaser. See
"Risk Factors -- Company Not Required to Make Liquidating Distributions" and
"Voting Procedures -- Votes Required."

VOTES REQUIRED. The approval of the Plan of Reorganization and the
amendment to the Declaration of Trust will each require the affirmative vote of
at least two-

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thirds of the outstanding Beneficial Shares. The approval of the Stock Purchase
Agreement will require the affirmative vote of at least a majority of the
Beneficial Shares represented at the Special Meeting, provided that the number
of votes cast for and against this proposal, in the aggregate, exceeds 50% of
the outstanding Beneficial Shares. See "Voting Procedures -- Votes Required."

SOLICITATION AGENT. The Trust has retained Corporate Investor
Communications, Inc. as the Solicitation Agent. The Board of Trustees urges all
shareholders to complete the enclosed Proxy Card and return it to the
Solicitation Agent in the enclosed, self-addressed, postage prepaid envelope.
Interested persons should address any requests for additional copies of this
Prospectus and any of the accompanying materials to the Solicitation Agent at
111 Commerce Road, Carlstadt, New Jersey 07072-2586, telephone number (201)
896-1900, and facsimile number (201) 804-8017. See "Voting Procedures
Solicitation Agent."

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RISK FACTORS

In addition to the other information in this Prospectus, shareholders
should consider the following risk factors in connection with the reorganization
and the sale of the shares to the Purchaser.

COMPANY LACKS EXPERIENCE IN CERTAIN BUSINESSES

The Declaration of Trust currently limits the Trust to making and
purchasing real estate mortgage loans and engaging in certain related
activities. The Company, however, will have the authority to engage in any
lawful business. Without seeking shareholder approval, the Company intends to
expand its business through one or more acquisitions of companies or interests
in companies. The Company, however, has no experience in the operation of any
business other than financial services that primarily involve making and
purchasing real estate mortgage loans. See "Comparison of the Trust and the
Company" and "Stock Purchase Agreement -- Business Plan."

FUTURE ACQUISITION MAY BE UNSUCCESSFUL

Absent the reorganization, the Trust would have to seek shareholder
approval to amend the Declaration of Trust to engage in any new business. The
Company's business purpose, however, will be sufficiently broad to authorize the
Company to undertake any lawful business. Accordingly, depending upon the
structure of any future acquisition, shareholders of the Company may not be
given the opportunity to vote on such an acquisition. In addition, no assurance
exists that the Company will be able to make a future acquisition or that any
acquisition will be successful. See "Stock Purchase Agreement -- Business Plan."

COMPANY MAY BECOME HIGHLY LEVERAGED

The Company will finance its acquisitions with its cash and cash
equivalents, borrowings, and private or public debt and equity financings. To
avoid restricting the use of its NOL carryforwards under Section 382 of the
Code, however, the Company will be effectively precluded from issuing any
additional shares of Common Stock, any shares of any other class of voting stock
or stock that participates in the earnings or growth of the Company, or certain
options with respect to such stock, for three years after the sale of the shares
to the Purchaser. During this period, the Company will have to incur
indebtedness to the extent that it does not use its cash and cash equivalents to
make acquisitions. Such indebtedness could be substantial and transform the
Company into a highly leveraged entity. See "Stock Purchase Agreement --
Business Plan."

COMPANY NOT REQUIRED TO MAKE LIQUIDATING DISTRIBUTIONS

The Trust is an entity with a finite existence, expiring 20 years after the
last to die of certain designated individuals. Upon the expiration of that
existence, the Trust would terminate, liquidate its remaining assets, and make
final distributions to the shareholders. The Company, however, has an infinite
existence without a predetermined liquidation plan. If the Trust reorganizes
into the Company, the shareholders will only be entitled to such distributions
as the board of directors of the Company (the "Board of Directors") considers
appropriate. The shareholders will not have the right to liquidating
distributions, as they would if the Trust did not reorganize. In addition, if
the shareholders approve the Plan of Reorganization, the Trust will reorganize
into the Company even if the shareholders fail to approve the Stock Purchase
Agreement or the sale of the shares otherwise fails to occur. For example, the
Purchaser will not be obligated to purchase the shares if an injunction exists
enjoining the sale or a lawsuit is pending or threatened seeking to enjoin the
sale or recover damages with respect

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to it. In such an event, the Company would continue to seek acquisition
candidates and consider another strategic sale of its shares, similar to the
contemplated sale to the Purchaser. See "Comparison of the Trust and Company"
and "Stock Purchase Agreement -- Fairness Opinion."

SHAREHOLDER RIGHTS BETWEEN THE TRUST AND THE COMPANY WILL DIFFER

The rights of a shareholder in the Trust will significantly differ from
the rights of a shareholder in the Company under both the governing documents
of each entity and applicable law. These differences include the matters on
which a shareholder will be entitled to vote and whether the affirmative vote
of more than a majority of the shares represented at a meeting will be required
to approve a matter. In addition, shareholders of the Company may act by
written consent. Generally, shareholders of the Trust may only act at a
meeting. See "Plan of Reorganization -- Charter and Bylaws" and "Comparison of
the Trust and the Company."

PROVISIONS IN THE COMPANY'S CHARTER MAY PREVENT A TAKEOVER

The Company's Certificate of Incorporation (the "Charter") and bylaws (the
"Bylaws") contain the following provisions that could prevent or inhibit a third
party from acquiring the Company: (i) the transfer restrictions on the shares of
Common Stock to preserve federal income tax net operating loss ("NOL")
carryforwards and other tax attributes similar to the restrictions on the
transfer of the Beneficial Shares contained in the Declaration of Trust, (ii)
the requirement that only shareholders owning at least one-third of the
outstanding shares of Common Stock may call a special shareholders' meeting, and
(iii) the requirement that shareholders owning at least two-thirds of the
outstanding shares of Common Stock must approve any Charter amendment to the
Charter provisions concerning the transfer restrictions and the special
shareholders' meetings. In addition, under the Charter, the Company may issue
shares of preferred stock. Any outstanding shares of preferred stock could also
prevent or inhibit a third party from acquiring the Company. The existence of
these provisions could depress the price of the Common Stock. See "Plan of
Reorganization -- Charter and Bylaws."

CONFLICTS OF INTEREST OF THE PURCHASER

Following the sale of the shares to the Purchaser, the Purchaser will own
40% of the outstanding shares of Common Stock. Mr. Ford will also be one of the
Company's three directors and the Company's initial Chief Executive Officer. As
only a plurality of the votes cast at an annual shareholders' meeting will be
required to elect the Company's directors, the Purchaser's significant ownership
of the outstanding shares of Common Stock could also enable it to elect all of
the directors in the future. In addition, as the shareholders may remove
directors without cause and shareholders owning at least one-third of the shares
of Common Stock may call a special shareholders' meeting, the Purchaser could
also call such a meeting for the purpose of removing directors. These factors
could enable the Purchaser to influence the Company in ways favorable to the
Purchaser, but detrimental to the other shareholders. To alleviate this concern,
the Purchaser agreed in the Stock Purchase Agreement that for the three years
following the closing of the sale of the shares, neither Mr. Ford nor any of his
affiliates would receive a salary or other compensation from the Company,
including receiving any options or warrants. The Purchaser's ownership of 40% of
the outstanding shares of Common Stock will also permit the Purchaser to block
any proposed amendments to the Charter concerning the transfer restrictions on
the shares of Common Stock and the special shareholders' meetings because such
changes will require the affirmative vote of shareholders owning at least
two-thirds of the outstanding shares. Finally, as Mr. Ford has restrictive
contractual relationships with certain entities, the Company does not intend to
pursue acquisitions in the mortgage servicing business, the finance company
business, thrifts in California or Texas, community banks in New Mexico or the
western portion of Texas, or

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certain other businesses that the entities with which he has such relationships
may engage in the future. The Company, however, could pursue an acquisition of
an operating company in which Mr. Ford has an interest. The Company would not
make such an acquisition, however, without the approval of a majority of the
Company's disinterested directors. See "Stock Purchase Agreement."

CONFLICTS OF INTEREST OF MR. ENLOE

Robert Ted Enloe III, a trustee and the Trust's Chief Executive Officer,
negotiated the terms of the Stock Purchase Agreement on behalf of the Trust.
Mr. Enloe will benefit from the sale of the shares to the Purchaser because at
the closing the Company will pay him a $100,000 bonus and enter into an
agreement clarifying the interaction of the registration rights of the
Purchaser and Mr. Enloe and certain of his affiliates. This agreement will
increase the shares over which Mr. Enloe, his wife, and the Enloe Descendants'
Trust have registration rights from 400,000 shares to 759,000 shares. This
agreement will also generally permit the Purchaser to exercise its piggy-back
registration rights in connection with any exercise of demand registration
rights by the Enloe Descendants' Trust and permit the Enloe Descendants' Trust,
Mr. Enloe, and his wife to exercise their piggy-back registration rights in
connection with any exercise of demand registration rights by the Purchaser. In
addition, this agreement clarifies that the registration rights with respect to
the shares of Common Stock held by the Enloe Descendants' Trust, Mr. Enloe, and
his wife will be transferable to subsequent holders of such shares. See "Trust
- -- Financial Statements -- Bonuses" and "Stock Purchase Agreement --
Registration Rights."

FUTURE ABILITY TO ISSUE SHARES WILL BE RESTRICTED

The Company will succeed to the Trust's NOL carryforwards for federal
income tax purposes. Under Section 382 of the Internal Revenue Code of 1986 (as
amended, the "Code"), the Company's use of these NOL carryforwards will be
restricted upon certain changes in the ownership of the outstanding shares of
Common Stock. Following the sale of the shares to the Purchaser, the Company
will be effectively precluded from issuing any additional shares of Common
Stock, any shares of any other class of voting stock or stock that participates
in the earnings or growth of the Company, or certain options with respect to
such stock, whether in an acquisition or otherwise, for approximately three
years to avoid application of Section 382. In addition, the inability to issue
shares of such stock in an acquisition during this period will prevent the
Company from accounting for such acquisition under the pooling-of-interests
method. Using the alternate purchase method of accounting for an acquisition
could cause the Company to record goodwill, the amortization of which would
decrease the Company's future net earnings. See "Plan of Reorganization --
Charter and Bylaws -- Share Transfer Restrictions."

MARKET PRICES OF SHARES OF COMMON STOCK AND BENEFICIAL SHARES MAY DIFFER

When the Trust reorganizes into the Company, the shareholders will receive
one share of Common Stock for each Beneficial Share that they own. No assurance
exists that the market price of a share of Common Stock immediately after the
reorganization will equal the market price of a Beneficial Share immediately
before the reorganization. Many factors influence the market price of equity
securities, including investor perception. Investors could perceive that the
structural change from a Massachusetts business trust to a Delaware corporation
changes the value of the Trust's equity securities.

FORWARD LOOKING STATEMENTS

This Prospectus contains forward looking statements that involve risks and
uncertainties, including statements concerning the Company's ability to acquire
businesses in

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<PAGE> 13

the future. These risks and uncertainties may cause the Company's results to
differ significantly from the results discussed in the forward looking
statements. Factors that could cause such differences include the risks
described in this "Risk Factors" section.

INTRODUCTION

The board of trustees of the Trust (the "Board of Trustees") hereby
solicits your proxy on behalf of the Trust for use at the Special Meeting.

The address of the principal executive offices of both the Trust and the
Company is 600 N. Pearl Street, Suite 420, Dallas, Texas 75201. The telephone
number at such offices is (214) 720-8950.

PURPOSES OF THE SPECIAL MEETING

At the Special Meeting, the shareholders will vote upon the following
matters:

1. AMENDMENT TO SECTION 8.2. The amendment of Section 8.2 of the
Declaration of Trust to delete the proviso in Section 8.2 that restricts
the Trust's ability to reorganize into another entity and clarify that such
other entity may have a perpetual existence and broad operating authority.

2. REORGANIZATION INTO A DELAWARE CORPORATION. The approval of the
Plan of Reorganization, under which the Trust will reorganize into the
Company. To effect this reorganization, the Trust will contribute its
assets to the Company and receive all of the Company's Common Stock. The
Trust will distribute this Common Stock to the shareholders in redemption
of their Beneficial Shares in the Trust and then terminate. The Company
will assume all of the Trust's outstanding liabilities and obligations.
The amendment of Section 8.2 is a condition to the reorganization.

3. SALE OF SHARES. The approval of the Stock Purchase Agreement,
under which the Company will sell 8,102,439 newly issued shares of Common
Stock to the Purchaser at a price of $2.85 per share. The Purchaser is an
affiliate of Mr. Gerald J. Ford. The reorganization of the Trust into the
Company is a condition to the closing of this sale.

RECOMMENDATIONS

The Board of Trustees recommends that you vote to: (i) approve the
amendment to Section 8.2 of the Declaration of Trust, (ii) approve the Plan of
Reorganization, and (iii) approve the Stock Purchase Agreement.

AMENDMENT TO REVISE SECTION 8.2
(PROPOSAL 1 ON THE PROXY CARD)

Section 8.2 of the Declaration of Trust expressly permits the Trust to
reorganize into another entity, provided that such other entity has certain
features similar to the Trust. As the Company will have a broad business purpose
that is dissimilar from the Trust's narrow focus, the shareholders must approve
the deletion of this proviso and add additional language to Section 8.2 to
permit the reorganization of the Trust into an entity with a perpetual existence
and broad operating authority.

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<PAGE> 14

CHANGES TO SECTION 8.2

Section 8.2 is set forth below, with a line through the language that the
amendment will delete and a line under the language that the amendment will add:

SECTION 8.2. POWER TO ORGANIZE CORPORATION OR OTHER ENTITY TO TAKE OVER TRUST
PROPERTY. By written instrument signed by at least two-thirds (2/3) of the
Trustees and consented to by at least two-thirds (2/3) of the Shares then
outstanding hereunder and entitled to vote, either in writing or by a vote at
a meeting of Shareholders, a corporation, association, trust or other
organization (or one or more of such entities), [Added text:, which may have a
perpetual existence and broad operating authority,] may be organized to take
over the Trust property and carry on the affairs of the Trust. The Trust
property may be sold, conveyed or transferred to any such corporation,
association, trust or organization, or to any existing corporation,
association, trust or other organization, in exchange for the shares or
securities thereof, or beneficial interest therein, and such transferee may
be caused to assume the liabilities of the Trust, to deliver such shares,
securities or beneficial interests ratably to the Shareholders in redemption
of their Shares, and this Trust may be terminated [Deleted Text: ; provided,
however, that no such sale, conveyance or transfer of the Trust Property
shall be made to any corporation, association, trust or other organization
unless (i) it utilizes its best efforts to continue to qualify for benefits
under the federal income tax laws which are substantially equal to the
benefits for which this Trust qualifies at such time, if that is appropriate,
(ii) it has a purpose substantially the same as the purpose of this Trust, and
(iii) its shares, securities, or beneficial interests which will be issued in
exchange for such property constitute an investment substantially equal in
quality and substantially the same in type as an investment in the Shares
hereof].

REASONS FOR THE AMENDMENT AND RECOMMENDATION

As amended, Section 8.2 will permit the Trust to reorganize into an entity
with a perpetual existence and broad operating authority. Without the amendment,
any entity into which the Trust reorganized would have to be similar to the
Trust. As the Trust is a finite life entity that may only make and purchase real
estate mortgage loans and engage in certain related activities, the shareholders
must approve the amendment to Section 8.2 to permit the Trust to reorganize into
the Company.

If the shareholders approve this amendment and the Plan of Reorganization,
the advantages and disadvantages of this amendment are the same as the
advantages and disadvantages of the Plan of Reorganization discussed below. If
the shareholders approve this amendment, but fail to approve the Plan of
Reorganization, no advantage or disadvantage exists with respect to the
amendment. In such a case, the Trust will not reorganize into the Company and
any future reorganization will still require the approval of at least two-thirds
of the Trustees and the affirmative vote of at least two-thirds of the
outstanding Beneficial Shares.

The Board of Trustees recommends that the shareholders approve the
amendment because the Board of Trustees believes that the reorganization of the
Trust into the Company and the sale of the shares of Common Stock to the
Purchaser will permit the Trust to maximize shareholder value. As discussed in
connection with the proposals to approve the Plan of Reorganization and the
Stock Purchase Agreement, the Trust intends to expand its

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<PAGE> 15

business through acquisitions under the leadership of Mr. Ford. Without
amending Section 8.2, the Trust will be unable to accomplish this plan.

PLAN OF REORGANIZATION
(PROPOSAL 2 ON THE PROXY CARD)

The shareholders will vote upon whether to approve the Plan of
Reorganization, which is an exhibit to this Prospectus. Under the plan, the
Trust will reorganize into the Company, a Delaware corporation. To effect the
reorganization, the Trust will contribute its assets to the Company and receive
all of the Company's shares of Common Stock. The Trust will distribute this
Common Stock to the shareholders in redemption of their Beneficial Shares and
then terminate. In the liquidation of the Trust, each shareholder will receive
one share of the Company's Common Stock for each Beneficial Share in the Trust
that such shareholder owns. The Company will assume all of the Trust's
outstanding liabilities and obligations. The amendment to Section 8.2 of the
Declaration of Trust to permit the reorganization to occur is a condition to the
consummation of the Plan of Reorganization.

Following the reorganization of the Trust into the Company, an exchange
agent will send a transmittal letter to each shareholder. The transmittal letter
will request such shareholder to complete the letter of transmittal and return
it to the exchange agent with the shareholder's certificates representing
Beneficial Shares. Upon the exchange agent's receipt of a properly completed
letter of transmittal accompanied by such certificates, the exchange agent will
send the shareholder the certificates representing the shareholder's shares of
Common Stock.

The reorganization of the Trust into the Company is a condition to the
closing of the sale of the shares to the Purchaser. If the shareholders approve
the Plan of Reorganization but do not approve the Stock Purchase Agreement,
however, the Trust will still reorganize into the Company.

REASONS FOR THE REORGANIZATION AND RECOMMENDATION

The Board of Trustees believes that there are several advantages in
reorganizing from a Massachusetts business trust into a Delaware corporation.
First, the Company will have the ability to engage in a broad range of business
activities, which will permit it to exploit acquisition and other opportunities.
Without amending the Declaration of Trust, the Trust may only make and purchase
real estate mortgage loans and engage in certain related activities.

Second, the Company will have perpetual existence. The Trust has a finite
existence based upon the lives of certain designated individuals. The Trust's
finite existence could affect the advisability of the Trust engaging in certain
activities, whether currently permitted under the Declaration of Trust or a
future amendment to it. For example, other than a self-liquidating investment
with a term coextensive with the remaining term of the Trust, the Trust would
have to sell any assets and businesses that it owned when the Trust terminated.
Such a forced sale could decrease the price that the Trust might otherwise
receive for such assets and businesses.

Third, the investment and legal communities are much more familiar with
Delaware corporations than Massachusetts business trusts. Delaware has a well
developed body of corporate law and has therefore become the jurisdiction of
choice for most public companies. In contrast, the laws governing a
Massachusetts business trust are less developed. The Board of Trustees therefore
believes that this greater familiarity with Delaware corporations could
alleviate certain of the Trust's administrative and legal burdens. For

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<PAGE> 16

example, the restrictive nature of the Declaration of Trust and the uncertainty
concerning the law applicable to Massachusetts business trusts have caused the
Trust to engage special Massachusetts legal counsel with respect to various
matters. If the Trust had been a Delaware corporation, the Trust anticipates
that it would not have engaged special legal counsel because of the greater
familiarity of most lawyers with such corporations.

The Board of Trustees recommends that the shareholders approve the Plan of
Reorganization because the Board of Trustees believes that the advantages of
reorganizing into a Delaware corporation with perpetual existence and broad
operating authority far outweigh the advantages of remaining a Massachusetts
business trust. In addition, unless the Trust reorganizes into the Company, the
Trust will be unable to sell the shares to the Purchaser. The Board of Trustees
believes that selling such shares to the Purchaser and involving Mr. Ford as the
Company's initial Chief Executive Officer could facilitate the Company's
expansion of its business through acquisitions, which could maximize shareholder
value.

CHARTER AND BYLAWS

The Charter and Bylaws of the Company contain various provisions concerning
the corporate governance of the Company. Some of these provisions are summarized
below. These summaries, however, are qualified by reference to the Charter and
the Bylaws, which are exhibits to this Prospectus.

SHAREHOLDERS' MEETINGS. The Bylaws provide that the Company will have
annual shareholders' meetings. The Charter and the Bylaws also provide that
special shareholders' meetings may only be called by shareholders owning at
least one-third of the outstanding shares of Common Stock or the Board of
Directors pursuant to a resolution approved by majority of the directors then in
office. The Bylaws provide that a majority of the outstanding shares entitled to
vote on a matter will constitute a quorum at any shareholders' meeting, except
as otherwise provided under the Charter, the Bylaws, or applicable law. Except
as required under the Charter, the Bylaws, or applicable law, the holders of a
majority of the shares present and entitled to vote will decide all proposals
presented at a shareholders' meeting at which a quorum exists. Any shareholder
proposal or nomination for director at an annual meeting will only be considered
if the Company receives written notice of such proposal or nomination in a
specified form at least 60 days before the meeting, or if later, ten days after
the Company sends the first public notice of the meeting to its shareholders.
With respect to special meetings, only those matters described in the notice of
the meeting may be considered. In addition to any actions taken at shareholders'
meetings, under the Delaware

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<PAGE> 17

General Corporation Law ("DGCL") the holders of the required number of shares
entitled to vote upon a particular matter may take action with respect to such
matter by written consent.

BOARD OF DIRECTORS. The Charter and Bylaws provide that the directors of
the Company will be elected annually by a plurality of the votes cast by those
shares entitled to vote in the election of directors. Shareholders will not be
permitted to cumulate their votes when electing directors. The Board of
Directors will establish the actual number of directors from time to time by a
resolution adopted by a majority of the directors then in office, provided that
the total number of directors may not be less than two or more than twelve. A
majority of the number of directors established by the Board of Directors will
constitute a quorum for the transaction of most business. A director may be
removed from office with or without cause before the expiration of such
director's term by the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote in the election of directors.

DIRECTOR LIABILITY AND INDEMNIFICATION. The Charter contains certain
provisions that eliminate a director's liability to the Company for monetary
damages for breach of the director's fiduciary duties, except in circumstances
involving certain wrongful acts such as the breach of the duty of loyalty or
acts or omissions not in good faith or involving intentional misconduct, a
knowing violation of law, or a transaction in which the director derived an
improper personal benefit. A director will also remain liable with respect to
any improper distributions or other payments with respect to the Company's
shares. The Charter also contains provisions indemnifying the directors and
officers of the Company to the fullest extent permitted under the DGCL for
claims arising in connection with acts or omissions in their service to the
Company. The Charter also requires the Company to advance to its directors and
officers funds for expenses that they incur in the defense of such claims. The
Company believes that these provisions will assist it in attracting and
retaining qualified individuals to serve as directors and officers. In
addition, the Company will enter into indemnification agreements with its
directors and officers specifically providing for their indemnification and the
advancement of funds for defense costs under certain circumstances.

SHARE TRANSFER RESTRICTIONS. The Charter contains prohibitions on the
transfer of the shares of Common Stock to avoid limitations on the use of the
NOL carryforwards and other federal income tax attributes that the Company will
inherit from the Trust. The Charter generally prohibits any transfer of shares
of Common Stock, any other subsequently issued voting stock or stock that
participates in the earnings or growth of the Company, and certain options with
respect to shares of Common Stock and such other shares, if the effect of the
transfer would be to make any person an owner of 4.9% or more (by aggregate
value) of the outstanding shares of such stock, increase the ownership position
of any person that already owns 4.9% or more (by aggregate value) of the
outstanding shares of such stock, or cause any person to be treated like the
owner of 4.9% or more (by aggregate value) of the outstanding shares of such
stock for tax purposes. The determination of percentage ownership for this
purpose will be extremely complicated, and includes all shares owned directly
by a person as well as all shares owned indirectly under complex attribution
rules set forth in the Code and Treasury regulations. For this purpose,
"person" is defined broadly to mean any individual, corporation, estate,
debtor, association, company, partnership, joint venture, or similar
organization, including any group of persons acting together within the meaning
of the Treasury regulations.

A purported transfer of shares in violation of the Charter transfer
restrictions would have the following consequences: (i) the purported transfer
will be void, and (ii) the Company may require the purported transferee to
surrender the shares and any dividends received on them to an agent designated
by the Company. The agent will then sell the shares in an arm's length
transaction. If the purported transferee has resold the shares before receiving
the Company's demand to surrender them, the purported transferee will generally
be required to transfer to the agent the proceeds of the sale and any
distributions the transferee

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<PAGE> 18

received with respect to such shares. After paying its expenses and reimbursing
the purported transferee for the price paid for the shares (or the fair market
value of the shares at the time of a purported transfer by gift, inheritance,
or similar transfer), the agent will pay any remaining amounts to charities
designated by the Company.

A prohibited transfer could also occur in connection with changes in the
ownership of the holders of the Company's shares. In connection with any such
change that would cause a person or group to own more than 4.9% of the Company's
shares, the Company may require the holder to dispose of a sufficient number of
shares under the provisions summarized above so that the person or group does
not own 4.9% or more of the shares.

The Charter also provides that the Company may require, as a condition to
the registration of the transfer of any shares of Common Stock, that the
proposed transferee furnish to the Company all information reasonably requested
by the Company with respect to the proposed transferee's direct or indirect
ownership interest in, and options to acquire, shares of Common Stock.

The Board of Directors will have the power to approve certain transfers
that would otherwise be prohibited under the foregoing provisions. The transfer
restrictions will apply to the shares of Common Stock to be acquired by the
Purchaser, restricting the resale of such shares to persons who would not own
4.9% or more of the outstanding shares following such resale unless approved by
the Board of Directors pursuant to its authority to waive the transfer
restrictions under certain circumstances. Pursuant to such authority, the Board
of Directors has approved the sale of the shares to the Purchaser, the
Purchaser's pledge of such shares, and any foreclosure on such pledge. The
Purchaser anticipates that it will secure a portion of the financing used to
purchase the shares of Common Stock with all or a portion of such shares. See
"Trust -- NOL Carryforwards" and "Security Ownership -- Restrictions on the
Transfer of Beneficial Shares."

SUPER-MAJORITY VOTING REQUIREMENTS. The DGCL generally provides that the
affirmative vote of at least a majority of the outstanding shares is required
to amend a corporation's certificate of incorporation, unless the certificate
of incorporation requires a greater percentage. The Charter requires the
affirmative vote of the holders of at least two-thirds of the shares then
entitled to vote in the election of directors to amend or repeal the Charter
provisions described above concerning shareholders' meetings, the Board of
Directors, and the transfer restrictions on the Company's shares of Common
Stock and other voting or participating stock.

INTERESTED STOCKHOLDER STATUTE. The Company is subject to Section 203 of
the DGCL. Subject to certain exceptions, Section 203 prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for three years after the transaction in which the
person became an interested stockholder, unless the business combination was
approved in a prescribed manner or the interested stockholder obtained such
status with the approval of the board of directors. A "business combination"
includes an asset sale, merger, or other specified transaction. Subject to
certain exceptions, an "interested stockholder" includes a person who owns 15%
or more of the corporation's outstanding voting stock. Section 203 could
discourage a person from seeking to acquire the Company, which could depress
the price of the Common Stock. Section 203 will be inapplicable to the
Purchaser.

DESCRIPTION OF THE COMMON STOCK

The Company will be authorized to issue an aggregate of 50,000,000 shares
of Common Stock. As of the date of this Prospectus, the Trust has 12,153,658
Beneficial Shares outstanding. In the reorganization, each shareholder will
receive one share of Common Stock

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<PAGE> 19

for each Beneficial Share that such shareholder owns. Upon consummation of the
reorganization the Company will therefore have 12,153,658 shares of Common
Stock outstanding. Following the sale of shares of Common Stock to the
Purchaser, the number of outstanding shares of Common Stock will increase to
20,256,097.

The shares of Common Stock to be distributed to the shareholders in the
reorganization will be fully paid and non-assessable. The rights, preferences,
and privileges of the holders of the Common Stock, however, will be subject to
the rights of the holders of any shares of preferred stock that the Company
issues in the future.

Voting. The shareholders will be entitled to one vote for each share of
Common Stock held. They will not possess any cumulative voting rights.
Accordingly, subject to the voting rights of any holders of preferred stock,
the holders of a majority of the shares of Common Stock could elect all of the
directors of the Company.

Distributions. Subject to any preferential rights of any outstanding
preferred stock, the holders of the Common Stock will be entitled to receive,
pro rata, such dividends, if any, as the Board of Directors declares out of
funds legally available for distribution. Upon the liquidation of the Company,
the holders of the Common Stock will be entitled to receive, pro rata, the
assets of the Company available after paying all creditors and the liquidation
and other preferences with respect to any outstanding preferred stock. The
holders of the shares of Common Stock will not possess any preemptive,
redemption, or subscription rights.

DESCRIPTION OF THE PREFERRED STOCK

The Company will be authorized to issue up to 10,000,000 shares of
preferred stock, par value $.01 per share, in one or more series. The Board of
Directors will determine the rights and preferences of each series, including
its conversion rights, dividend rights, liquidation preferences, redemption
rights, sinking fund provisions, and voting rights. Although the Declaration of
Trust permits the Trust to issue up to 10,000,000 shares of preferred stock, the
Trust has not issued any such shares as of the date of this Prospectus.

The issuance of any shares of preferred stock could delay or prevent a
change in control of the Company. In addition, the Company's ability to issue
shares of preferred stock could depress the market price of the Common Stock.

NO DISSENTERS' RIGHTS

The shareholders will not possess any dissenters' rights of appraisal with
respect to the reorganization of the Trust into the Company.

ACCOUNTING TREATMENT

Under generally accepted accounting principles, the contribution of the
Trust's net assets to the Company in exchange for all of the shares of Common
Stock will be accounted for at the book value of the Trust's net assets. The
subsequent distribution of the shares of Common Stock to the shareholders will
be accounted for as a distribution of Trust equity at the book value of the
Trust's investment in the Common Stock.

FEDERAL INCOME TAX CONSEQUENCES

The following summary addresses certain federal income tax consequences of
the reorganization to the Trust, the Company, and the shareholders who are
residents or citizens of the United States. This summary is based upon current
provisions of the Code, the Treasury regulations, current administrative
pronouncements of the Internal Revenue Service

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<PAGE> 20

("IRS"), and judicial decisions now in effect, all of which are subject to
change, possibly retroactively. This summary addresses all material federal
income tax consequences of the reorganization and the Stock Purchase Agreement
to the Trust, the Company, and the shareholders who are residents or citizens
of the United States. This summary does not address foreign, state, or local
tax consequences, or estate or gift tax considerations, and it neither purports
to be a complete analysis or listing of all potential tax effects relevant to
the Trust, the Company, or any shareholder nor addresses the tax consequences
that may be relevant to particular categories of shareholders subject to
special treatment under certain federal income tax laws. Accordingly, each
shareholder should contact such shareholder's own tax advisor regarding the tax
consequences of the reorganization to such shareholder.

The Trust and the Company have not requested, nor will they request, a
ruling from the IRS concerning the federal income tax consequences of the
reorganization or any matters discussed in this summary. Neither this discussion
nor the opinion of special tax counsel described below are binding on the IRS or
the courts and no assurance exists that the IRS or the courts will not take one
or more contrary positions.

REORGANIZATION. The Trust has received an opinion from Hughes & Luce,
L.L.P., the Trust's special tax counsel, that: (i) the reorganization of the
Trust into the Company will constitute a "reorganization" within the meaning of
Section 368(a) of the Code and the Trust and the Company each will be a party
to the reorganization within the meaning of Section 368(b) of the Code, (ii)
the Trust, the Company, and the shareholders will not recognize any gain or
loss for federal income tax purposes as a result of the reorganization, (iii)
the Company will succeed to and take into account the Trust's NOL carryovers
pursuant to Sections 381(a) and 381(c)(1) of the Code, and (iv) the
transactions contemplated by the Stock Purchase Agreement will not restrict the
Company's use of such NOL carryovers under Section 382 of the Code.

The above opinion is based upon certain representations and assumptions,
including the representations and assumptions that: (i) the Company will either
continue the Trust's historic business or use a significant portion of the
Trust's business assets in a business, (ii) the Company has no plan or
intention to sell or otherwise dispose of the assets of the Trust to be
acquired in the reorganization, except for dispositions made in the ordinary
course of business, and (iii) the Trust's shareholders have no plan or
intention to sell or otherwise dispose of a number of the shares of the
Company's Common Stock that they will receive in the reorganization in exchange
for their Beneficial Shares in the Trust that would reduce the Trust's
shareholders' ownership of the Company's Common Stock to a number of shares
having a value, as of the closing of the reorganization, of less than 50% of
the value of the outstanding Beneficial Shares as of such closing.

COMMON STOCK. Although the Company does not contemplate making any
distributions with respect to the shares of Common Stock in the foreseeable
future, any such distributions will constitute dividends taxable as ordinary
income for federal income tax purposes to the extent of the Company's current
and accumulated earnings and profits. Distributions to shareholders that are
corporations or otherwise qualify under Section 243 of the Code, however, could
qualify for the 70% dividends received deduction. Distributions in excess of the
Company's current and accumulated earnings and profits will be treated as a
tax-free return of capital to the extent of the shareholder's basis in such
shareholder's shares, and as a long-term capital gain after the return of such
capital if the shareholder held the shares as capital assets for more than one
year. Shareholders receiving distributions from the Company could also be
affected by the taxable income limitations of Section 246(b), the holding period
requirements of Section 264(c), the debt-financed portfolio stock limitations of
Section 246A, and the "extraordinary dividend" rules of Section 1059 of the
Code. As the Trust is treated as a corporation for tax purposes, any
distributions from the Trust with respect to the Beneficial Shares would also be
treated as described above.

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<PAGE> 21

A shareholder who sells such shareholder's shares of Common Stock will
recognize gain or loss measured by the difference between the amount realized on
the sale and the shareholder's tax basis in the shares sold. Such gain or loss
will be a long-term capital gain or loss if the shareholder held such shares as
capital assets for more than one year.

THE FOREGOING DISCUSSION OF FEDERAL INCOME TAX CONSEQUENCES IS NOT TAX
ADVICE AND ADDRESSES THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
OF THE REORGANIZATION WITHOUT CONSIDERATION OF THE PARTICULAR FACTS AND
CIRCUMSTANCES OF EACH SHAREHOLDER'S SITUATION. ACCORDINGLY, EACH SHAREHOLDER
SHOULD CONSULT SUCH SHAREHOLDER'S OWN TAX AND FINANCIAL ADVISORS AS TO THE
MATTERS DESCRIBED IN THIS PROSPECTUS AND ALSO AS TO ANY ESTATE, GIFT, STATE,
LOCAL, OR FOREIGN TAX CONSEQUENCES ARISING OUT OF THE REORGANIZATION.

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TRUST

The Trust engages in financial services, primarily making and purchasing
real estate mortgage loans and engaging in certain related activities. These
loans are generally first mortgage construction notes and first mortgage
acquisition and development notes. The Trust also makes other secured or
guaranteed loans related directly or indirectly to real estate.

ACQUISITION PLANS

The Trust emerged from Chapter 11 bankruptcy proceedings in April 1994.
Under the bankruptcy plan of reorganization, the Trust became a virtually
debt-free entity with cash and cash equivalents, real estate mortgage loans,
foreclosed real estate, and NOL carryforwards. The bankruptcy plan contemplated
that the Trust would continue as a financial services company, primarily making
and purchasing real estate mortgage loans. The Board of Trustees, however,
decided to delay the Trust's making and purchasing of longer maturity loans
until the Trust decreased its holdings in foreclosed real estate, although the
Trust continued to make and purchase other real estate mortgage loans. The Trust
consequently reduced its holdings of such real estate, net of reserves, from
$15.1 million as of June 30, 1994 to $3.8 million as of March 31, 1996.

After the Trust emerged from bankruptcy proceedings, the Board of Trustees
decided that the Trust should seek to maximize shareholder value using the
Trust's cash and cash equivalents, NOL carryforwards, and other assets. When
determining how to maximize shareholder value, the Board of Trustees concluded
that the Trust's NOL carryforwards could create significant value by decreasing
the federal income taxes that the Trust would pay on any future earnings. The
Board of Trustees therefore determined that the best way to maximize
shareholder value was for the Trust to purchase or create an operating
business, while continuing to make and purchase real estate mortgage loans. The
Trust could then realize the value of the NOL carryforwards through the
decrease in federal income taxes that the Trust would pay on the business's
earnings. Accordingly, the Trust has been searching for acquisition candidates.
See "Stock Purchase Agreement -- Business Plan" and "Stock Purchase Agreement
- -- Background."

ASSETS

As of March 31, 1996, the Trust had: (i) $22.7million in cash and cash
equivalents, (ii) $5.6 million in promissory notes receivable, net of reserves,
and (iii) $3.8 million in foreclosed real estate, net of reserves. The Trust is
not obligated to make any further advances on any of its promissory notes
receivable.

The Trust also owns interests in eight impaired promissory notes receivable
relating to prior foreclosure deficiencies and judgments. The Trust has not
assigned any value to its interests in these notes because collection appears
unlikely. As of March 31, 1996, the Trust's interests ranged from 40% to 80% of
each note, with the remaining interests in such notes primarily owned by ST
Lending, Inc. ("ST Lending"). In April 1996, ST Lending transferred its
interests in these promissory notes to the Trust as part of an asset exchange.
See "Trust -- Financial Statements -- Asset Exchange."

The tables below provide details concerning the Trust's promissory notes
receivable (other than the eight impaired notes) and foreclosed real estate as
of March 31, 1996.

20
<PAGE> 23

PROMISSORY NOTES RECEIVABLE

MARCH 31, 1996

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUED GROSS LOSS NET
MAKER RATE SECURITY PRINCIPAL INTEREST BALANCE RESERVE BALANCE
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
Resurgence Properties Inc. LIBOR +2.5% None $4,257,988 $ 16,711 $4,274,699 -- $4,274,699
- ----------------------------------------------------------------------------------------------------------------------------
Calprop Prime +2% 72 Single 1,076,800 28,131 1,104,931 -- 1,104,931
family lots in
Murrieta, CA
- ----------------------------------------------------------------------------------------------------------------------------
41st Street East Development Not accruing Three single 212,579 -- 212,579 -- 212,579
Co. interest family houses
in Palmdale,
CA
- ----------------------------------------------------------------------------------------------------------------------------
Robert K. Utley Not accruing None 71,950 -- 71,950 -- 71,950
interest
- ----------------------------------------------------------------------------------------------------------------------------
Johnny L. Swaim Prime +1% None 3,793 69 3,862 -- 3,862
- ----------------------------------------------------------------------------------------------------------------------------
Victor R. Means, Jr. 9% None 3,690 89 3,779 -- 3,779
- ----------------------------------------------------------------------------------------------------------------------------
Unallocated Loss Reserve -- -- -- -- -- $ (69,282) (69,282)
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL -- -- $5,626,800 $ 45,000 $5,671,800 $ (69,282) $5,602,518
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ---------------

Note: In April 1996 the Trust exchanged its 50% interest in the promissory note
receivable from 41st Street East Development Co. for ST Lending's 20% in
the promissory note receivable from Calprop. The above descriptions of
both of these notes only refer to the Trust's interest in them before the
exchange. In addition, the Trust sold the promissory note from
Resurgence Properties Inc. ("RPI") back to RPI. See "Trust -- Financial
Statements."

21
<PAGE> 24

FORECLOSED REAL ESTATE

MARCH 31, 1996

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
PROPERTY LOCATION CARRYING VALUE
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Residential land -- 567 acres San Antonio, TX $1,849,805
- -----------------------------------------------------------------------------------------
Commercial land -- 37 acres San Antonio, TX 1,005,570
- -----------------------------------------------------------------------------------------
55 Single family lots Fontana, CA 825,000
- -----------------------------------------------------------------------------------------
20 Single family lots San Antonio, TX 89,744
- -----------------------------------------------------------------------------------------
TOTAL -- $3,770,119
- -----------------------------------------------------------------------------------------
</TABLE>

22
<PAGE> 25

NOL CARRYFORWARDS

The Trust has NOL carryforwards aggregating $226.1 million as of June 30,
1995, which expire at various times beginning in 2005 and ending in 2010. In
connection with the reorganization, the Company will succeed to these NOL
carryforwards. See "Plan of Reorganization -- Charter and Bylaws -- Share
Transfer Restrictions," "Plan of Reorganization -- Federal Income Tax
Consequences," and "Security Ownership -- Restrictions on the Transfer of
Beneficial Shares."

COMPETITION

When lending money to builders and developers, the Trust competes with
commercial banks, savings and loan associations, mortgage bankers, the Federal
Deposit Insurance Corporation, and other financial institutions. Many of these
institutions have significantly greater resources than the Trust. Accordingly,
to the extent that the Trust or the Company continues in this business, it
expects to focus on making smaller loans and providing enhanced services to the
borrowing builders and developers. The Trust believes that the financial
institutions described above have not adequately served this market.

When selling its foreclosed real estate, the Trust competes with commercial
banks, savings and loan associations, the Federal Deposit Insurance Corporation,
and other financial institutions seeking to sell their own foreclosed real
estate. The primary factors affecting competition when selling real estate are
the location and value of the real estate, the price at which the seller is
willing to sell it, and the seller's willingness to provide or arrange financing
for the prospective purchaser.

LEGAL PROCEEDINGS

The Trust is involved in routine litigation incidental to its business. The
Trust believes that such litigation will not have a material adverse impact upon
its financial condition, results of operations, or cash flows.

FINANCIAL STATEMENTS

Accompanying this Prospectus are the Trust's Forms 10-K and 10-Q. The Trust
and the Company encourage the shareholders to read these forms, including the
financial statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in them. The Trust has not
undergone any significant changes since March 31, 1996, other than as described
below.

BONUSES. In recognition of their service to the Trust and efforts in
connection with the sale of the shares to the Purchaser, the Trust awarded a
bonus of $100,000 to Robert Ted Enloe III, a trustee and the Trust's Chief
Executive Officer, and $50,000 to Bradley S. Buttermore, the Trust's Chief
Financial Officer. These bonuses are contingent upon the closing of the sale of
the shares to the Purchaser. As required under the Stock Purchase Agreement, the
Purchaser consented to the payment of these bonuses.

ASSET EXCHANGE. In April 1996, the Trust and ST Lending exchanged their
respective interests in certain jointly held assets. First, ST Lending
transferred to the Trust its interest in eight impaired promissory notes
receivable relating to prior foreclosure deficiencies and judgments. The Trust
had not assigned any carrying value to these notes because future collections
are unlikely. Second, ST Lending transferred to the Trust ownership of an
entity, the sole asset of which is approximately 40 acres of undeveloped
commercial real estate encumbered by tax liens. Lomas Management, Inc. will
continue to manage this real estate. Third, the Trust and ST Lending allocated
the funds that they expect to receive under a

23
<PAGE> 26

proposed settlement agreement related to the deficiency amount under a jointly
owned promissory note receivable. The Trust expects that the gross proceeds
that the Trust and ST Lending will receive under the settlement agreement will
be less than $11,000. Fourth, the Trust exchanged its 50% interest in a
$425,000 principal amount promissory note receivable that the Trust had
classified as a non-earning asset (the Trust's interest in such principal
amount was $212,500) to ST Lending for ST Lending's 20% interest in a
$1,346,000 principal amount promissory note receivable that was earning
interest at the rate of 2% over the prime interest rate (ST Lending's interest
in such principal amount was $269,200). This exchange of promissory notes
receivable results in the Trust owning 100% of the $1,346,000 principal amount
promissory note receivable, the payment of which is secured by residential lots
in Murrieta, California. As required under the Stock Purchase Agreement, the
Purchaser consented to this asset exchange. The Trust will not recognize any
gain or loss with respect to these transactions. In connection with the
exchange of interests in promissory notes, the Trust will recognize $31,300 of
previously unrecognized interest income with respect to the interest in the
promissory note transferred to ST Lending and will record a discount of $25,300
with respect to the interest in the promissory note received from ST Lending,
which discount the Trust will amortize as additional interest income on this
note.

PROMISSORY NOTE. On June 18, 1996, Mr. Enloe repaid in full the
promissory note that he owed to the Trust. At the time of the repayment, the
principal and accrued but unpaid interest owed under the note was $416,787.
Mr. Enloe had delivered the promissory note to the Trust in October 1993 in
partial payment of the exercise price of options to purchase 650,000 Beneficial
Shares that the Trust had previously granted to him. At the time that the Trust
accepted the promissory note from Mr. Enloe, the trustees were unaware of
certain provisions in the Declaration of Trust that prohibited a trustee from
"borrowing money" from the Trust. Mr. Enloe exercised the options at the Trust's
request several days before the Trust filed its Chapter 11 bankruptcy petition
because the existence of unexercised options at the time of the filing could
have adversely affected the Trust's NOL carryforwards. Mr. Enloe's repayment of
the promissory note has effectively cured any violations of the Declaration of
Trust that may have occurred with respect to the Trust's acceptance of the
promissory note from him.

SALE OF RPI PROMISSORY NOTE. On June 27, 1996, the Trust sold its
promissory note from RPI back to RPI. This promissory note had a principal
balance at the time of the sale of $4,139,215 and accrued interest at LIBOR
plus 2.5%. The purchase price was 98.75% of the principal amount plus accrued
interest. As required under the Stock Purchase Agreement, the Purchaser
consented to the sale of this promissory note.

24
<PAGE> 27

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The Trust has derived the selected financial data presented below for each
of the five years ended June 30, 1995 from the Trust's audited consolidated
financial statements. The Trust has derived the statement of operations selected
financial data presented below for the nine months ended March 31, 1996 and 1995
and the balance sheet selected financial data as of March 31, 1996 and 1995 from
the Trust's unaudited consolidated financial statements. The Trust's unaudited
consolidated financial statements include all adjustments that the Trust
considers necessary for a fair presentation of the financial position and the
results of operations for the periods covered. The data for periods subsequent
to the Trust's emergence from Chapter 11 bankruptcy proceedings in April 1994,
however, are not comparable to prior periods because of substantial reductions
in the Trust's assets and liabilities in connection with such proceedings.

The pro forma data below gives effect to the reorganization and the sale of
the shares to the Purchaser as of July 1, 1994 for the statement of operations
selected financial data and as of June 30, 1995 and March 31, 1996 for the
balance sheet selected financial data as of those respective dates. This pro
forma data assumes that the Trust deposits the $22.1 million net proceeds from
the sale of the shares in a demand deposit account paying 4.5% interest per
annum and capitalizes the $1.0 million in expenses relating to the
reorganization and sale of the shares, which the Trust records as a reduction to
shareholders' equity.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31, YEAR ENDED JUNE 30,
----------------------------- ---------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------------------- ------- ------------------- -------- -------- -------- --------
STATEMENT OF OPERATIONS DATA: PRO FORMA ACTUAL PRO FORMA ACTUAL
--------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Revenue..................... $ 3,088 $ 2,299 $ 1,721 $ 3,183 $ 2,172 $ 10,019 $ 15,115 $ 19,763 $ 42,193
Interest expense............ -- -- -- -- -- 7,673 16,295 20,515 36,537
Provision for possible
losses.................... -- -- 3,192 3,192 3,192 3,175 15,150 32,000 62,100
Income (loss) before
extraordinary item........ 1,603 814 (2,768) (1,857) (2,868) (16,341) (34,672) (43,141) (66,346)
Income (loss) per share
before extraordinary
item...................... 0.08 0.07 (0.22) (0.09) (0.23) (1.34) (2.94) (3.68) (5.67)
Cash dividends declared per
share..................... -- -- -- -- -- -- -- -- --
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
----------------------------- ---------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------------------- ------- ------------------- -------- -------- -------- --------
BALANCE SHEET DATA: PRO FORMA ACTUAL PRO FORMA ACTUAL
--------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Total assets................ $56,816 $32,916 $32,829 $55,147 $32,036 $ 36,316 $ 261,57 $ 337,52 $ 451,05
Debts, other than accounts
payable................... -- -- -- -- -- -- 187,725 234,057 303,223
Shareholders' equity........ 56,316 32,419 31,732 54,731 31,620 34,914 63,591 98,333 141,309
Book value per share........ 2.78 2.67 2.61 2.70 2.60 2.81 5.40 8.33 12.07
</TABLE>

25
<PAGE> 28

COMPANY

The Company will succeed to the business of the Trust. The Company,
however, will not have the operating restrictions that restrain the Trust. This
greater flexibility should enhance the Company's ability to expand the Trust's
business through one or more acquisitions. No assurance exists, however, that
the Company will be able to make an acquisition or that any acquisition will be
successful. See "Stock Purchase Agreement -- Business Plan."

The Company currently has assets consisting of $1,000 in cash, has issued
all of its outstanding shares of Common Stock to the Trust, and has assumed all
of the Trust's obligations under the Stock Purchase Agreement. Set forth below
is the Company's balance sheet and an audit report on it.

26
<PAGE> 29

REPORT OF INDEPENDENT AUDITORS

The Board of Directors of
Liberte Investors Inc.

We have audited the accompanying balance sheet of Liberte Investors Inc. as
of April 1, 1996. This balance sheet is the responsibility of the Company's
management. Our responsibility is to express an opinion on this balance sheet
based upon our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amount and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit of the balance sheet provides a reasonable basis for
our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Liberte Investors Inc. at April 1,
1996, in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Dallas, Texas
April 30, 1996

27
<PAGE> 30

LIBERTE INVESTORS INC.

BALANCE SHEET
APRIL 1, 1996

<TABLE>
<S> <C>
ASSETS
Cash.............................................................................. $1,000
------
Total Assets...................................................................... $1,000
======
STOCKHOLDER'S EQUITY
Preferred Stock, par value $.01 per share, 10,000,000 shares authorized,
no shares outstanding........................................................... --
Common Stock, par value $.01 per share, 50,000,000 shares authorized,
1,000 shares issued and outstanding............................................. $ 10
Additional Paid-in-Capital........................................................ 990
------
Total Stockholder's Equity........................................................ $1,000
======
</TABLE>

NOTE TO BALANCE SHEET
APRIL 1, 1996

ORGANIZATION

On April 1, 1996, Liberte Investors, a Massachusetts business trust (the
"Trust"), formed Liberte Investors Inc., a Delaware corporation (the "Company").
The Trust formed the Company in connection with the Trust's contemplated
reorganization into a Delaware corporation. The Trust and the Company have
entered into a Plan of Reorganization, dated as of April 1, 1996, under which
the Trust will reorganize into the Company. Under this plan, the Trust will
contribute its net assets to the Company and receive shares of the Company's
common stock, par value $.01 per share. The Trust will distribute this common
stock to its shareholders in redemption of their beneficial shares in the Trust
and then terminate.

As of the date of this balance sheet, the Company has issued 1,000 shares
of its common stock to the Trust for $1,000 and the assignment to the Company of
all of the Trust's rights under a Stock Purchase Agreement, dated as of January
16, 1996, between the Trust and Hunter's Glen/Ford, Ltd., under which the
purchaser will purchase 8,102,439 newly issued shares of common stock from the
Company for $2.85 per share. In connection with the assignment, the Company
assumed all of the Trust's obligations under that agreement. Both the
reorganization of the Trust into the Company and the sale of the shares of
common stock are subject to the approval of the Trust's shareholders. In
addition, the reorganization of the Trust into the Company is a condition to the
sale of the shares.

28
<PAGE> 31

COMPARISON OF THE TRUST AND THE COMPANY

The Trust is a finite life entity authorized to engage in certain financial
services, primarily making and purchasing real estate mortgage loans and
engaging in certain related activities. In contrast, the Company will have a
perpetual existence and the ability to engage in a broad range of business
activities. The first table below compares certain matters concerning the
governance of the Trust and the Company and related matters, some of which have
been discussed above.

The Declaration of Trust describes in detail the Trust's policies with
respect to making and purchasing real estate mortgage loans and engaging in
certain related activities. In contrast, the Charter and the Bylaws will
generally not contain any operating policies. The second table below compares
certain operating policies of the Trust and the Company.

29
<PAGE> 32

COMPARISON OF GOVERNANCE PROVISIONS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
ITEM TRUST COMPANY
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Purpose The purpose of the Trust is to The purpose of the Company will be
render financial services, to engage in any lawful business.
primarily by making and purchasing The Company will attempt to expand
real estate mortgage loans. the Trust's financial services
business through one or more
acquisitions.
- --------------------------------------------------------------------------------------------------
Term The Trust has a finite existence The Company will have perpetual
and will terminate 20 years after existence.
the last to die of the initial
trustees of the Trust and 20 other
individuals, some of whom are cur-
rently under 30 years old.
- --------------------------------------------------------------------------------------------------
Voting Rights The shareholders have the right to The shareholders will have the
elect the trustees. Other right to elect directors at the
shareholder votes are non-binding, Company's annual meeting and to
except in the following remove the directors. In addition,
matters: (i) removing a trustee, the shareholders will have the
(ii) approving certain transactions right to vote on all matters
involving more than 50% of the requiring a shareholder vote under
Trust's property, (iii) amending the DGCL, including amending the
the Declaration of Trust, and (iv) Charter, engaging in certain
organizing another entity and mergers, and selling substantially
transferring the Trust's assets to all of the Company's assets.
it.
- --------------------------------------------------------------------------------------------------
Super-Majority The affirmative vote of at least The affirmative vote of at least
Voting two-thirds of the outstanding two-thirds of the Company's
Requirements Beneficial Shares is required to: outstanding shares entitled to vote
(i) amend the Declaration of Trust, in the election of directors will
(ii) terminate the Trust before the be required to amend certain
time specified in the Declaration Charter provisions concerning
of Trust, or (iii) organize another shareholders' meetings, the Board
entity to which the Trust will of Directors, and the transfer
transfer its assets. In addition, restrictions on the Company's
the affirmative vote of at least a shares of Common Stock and other
majority of the outstanding voting or participating stock.
Beneficial Shares is required to
approve certain transactions
involving 50% or more of the
Trust's property.
- --------------------------------------------------------------------------------------------------
</TABLE>

30
<PAGE> 33

COMPARISON OF GOVERNANCE PROVISIONS (continued)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
ITEM TRUST COMPANY
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Special Special shareholders' meetings may Special shareholders' meetings may
Shareholders' be called by either the Chairman of be called by shareholders owning at
Meetings the Board, the President, a least one-third of the outstanding
majority of the trustees, or shares of Common Stock or the Board
shareholders owning at least 25% of of Directors pursuant to a
the outstanding Beneficial Shares. resolution approved by a majority
At a special meeting, the share- of the directors then in office. At
holders may only consider those a special meeting, the shareholders
matters specified in the notice of may only consider those matters
the meeting. specified in the notice of the
meeting.
- --------------------------------------------------------------------------------------------------
Action by Written The shareholders may not act by The shareholders may act by written
Consent written consent, except under consent.
certain limited circumstances.
- --------------------------------------------------------------------------------------------------
Board of The Board of Trustees is classified The Board of Directors will be
Directors/ into three classes, with the unclassified and consist of three
Trustees trustees of each class serving directors, Mr. Ford and two of the
staggered three-year terms. Each trustees of the Trust.
class is currently comprised of one
trustee.
- --------------------------------------------------------------------------------------------------
Director/Trustee The Trust pays each trustee a The Company will pay each director
Compensation monthly retainer of $900 along with a monthly retainer of $900 along
$500 for each meeting attended. In with $500 for each meeting
addition, the Trust has a attended, except that until after
retirement plan for the trustees. the third anniversary of the
closing of the sale of the shares
to the Purchaser, the Company will
not compensate Mr. Ford for his
service as a director. In addition,
the Company would continue the
Trust's retirement plan.
- --------------------------------------------------------------------------------------------------
Director/Trustee The Declaration of Trust provides The Charter eliminates a director's
Liability that a trustee or officer of the liability to the Company for
Trust will not be personally liable monetary damages for breach of the
in tort, contract, or otherwise in director's fiduciary duties, except
connection with the affairs of the in circumstances involving certain
Trust, except with respect to such wrongful acts such as the breach of
individual's willful misfeasance, the duty of loyalty or acts or
bad faith, gross negligence, or omissions not in good faith or
reckless disregard of duty. involving intentional misconduct, a
knowing violation of law, or a
transaction in which the director
derived an improper personal
benefit. A director will also
remain liable with respect to any
improper distributions or other
payments with respect to the Com-
pany's shares.
- --------------------------------------------------------------------------------------------------
</TABLE>

31
<PAGE> 34

COMPARISON OF GOVERNANCE PROVISIONS (continued)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
ITEM TRUST COMPANY
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Indemnification The Declaration of Trust provides The Charter provides that the
that the Trust will indemnify its Company will indemnify its
trustees, officers, employees, and directors and officers to the
agents with respect to claims fullest extent provided under the
asserted against them because of DGCL with respect to claims
their status as a trustee, of- asserted against them because of
ficer, employee, or agent of the their status as a director or
Trust or activity in any such officer of the Company or their
capacity, unless such claim arose service to another entity at the
out of such individual's willful Company's request. The Charter will
misfeasance, bad faith, gross also require the Company to
negligence, or reckless disregard reimburse such individuals for the
of duty. The Trust will also reasonable expenses that they incur
reimburse such individuals for the defending any indemnifiable
reasonable expenses that they incur claims. In addition, the Company
defending any indemnifiable claims. will enter into indemnification
agreements with its directors
and officers providing
for their indemnification and
advancement of funds for defense
costs under certain circumstances.
- --------------------------------------------------------------------------------------------------
Preemptive Rights The shareholders do not possess any The shareholders will not possess
preemptive rights. any preemptive rights.
- --------------------------------------------------------------------------------------------------
Dissenters' The shareholders do not possess any The shareholders will possess
Rights dissenters' appraisal rights. statutory dissenters' appraisal
rights with respect to certain
mergers and consolidations in-
volving the Company.
- --------------------------------------------------------------------------------------------------
Options The authority of the Trust to grant The Company will have the authority
options to purchase Beneficial to grant options to purchase shares
Shares appears unclear. One section of Common Stock or other
of the Declaration of Trust permits securities. Under the Stock
the Trust to grant options to Purchase Agreement, however, the
trustees, officers, and employees Company will not issue any options
of the Trust while another section or warrants to Mr. Ford or any of
prohibits the grant of options to his affiliates or family members
any trustee or employee, except in for three years after the sale of
such individual's capacity as a the shares to the Purchaser. In
shareholder. addition, the Company's ability to
issue certain options during the
three years immediately after the
sale of the shares may be
restricted under Section 382 of the
Code.
- --------------------------------------------------------------------------------------------------
</TABLE>

32
<PAGE> 35

COMPARISON OF GOVERNANCE PROVISIONS (continued)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
ITEM TRUST COMPANY
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Transfer Transfers of the Beneficial Shares Transfers of shares of Common
Restrictions to are generally prohibited if the Stock, any other subsequently
Preserve NOL transfer would cause the transferee issued voting stock or stock that
Carryforwards or any other person to own 5% or participates in the earnings or
more of the outstanding Beneficial growth of the Company, and certain
Shares, or increase the ownership options with respect to shares of
of a person who already owns 5% or Common Stock and such other shares,
more of the outstanding Beneficial will generally be prohibited if the
Shares. The Trust may void transfer would cause any person or
transfers in violation of this group to own 4.9% or more of the
prohibition. In such a case, the outstanding shares of such stock,
purported transferee must return increase the ownership position of
the shares to the Trust's agent to any person or group that already
be sold, or if already sold the owns 4.9% or more of the
purported transferee must forfeit outstanding shares of such stock,
the sale proceeds in excess of its or cause any person or group to be
purchase price. treated like the owner of 4.9% or
more of the outstanding shares of
such stock for tax purposes.
Transfers in violation of this
prohibition will be void, unless
the Board of Directors consents to
the transfer. If void, upon demand
by the Company, the purported
transferee must return the shares
to the Company's agent to be sold,
or if already sold the purported
transferee must forfeit some, or
possibly all, of the sale proceeds.
In addition, in connection with
certain changes in the ownership of
the holders of the Company's
shares, the Company may require the
holder to dispose of some or all of
such shares.
- --------------------------------------------------------------------------------------------------
Dividends and The shareholders are entitled to The shareholders will be entitled
Distributions such dividends and distributions as to such dividends and distributions
the Board of Trustees considers as the Board of Directors considers
appropriate. In addition, upon the appropriate, subject to the capital
termination of the Trust's finite and surplus limitations on such
existence, the shareholders would dividends and distributions im-
be entitled to liquidating posed under the DGCL and the rights
distributions from the Trust after of the holders of any outstanding
payment of the Trust's liabilities. shares of preferred stock. As the
Company will have a perpetual
existence, the shareholders will
not receive liquidating distri-
butions absent the dissolution and
liquidation of the Company after
the approval of the Board of
Directors and the shareholders.
- --------------------------------------------------------------------------------------------------
</TABLE>

33
<PAGE> 36

COMPARISON OF GOVERNANCE PROVISIONS (continued)

34
<PAGE> 37

OPERATING POLICIES

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
ACTIVITY TRUST COMPANY
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Real Estate or The Trust may devote an amount The Company does not presently
Interests in Real equal to 15% of its total capital, intend to purchase real estate,
Estate surplus, and subordinated debt to other than in connection with its
real property, entities principally expansion of the Trust's financial
engaged in the real estate services business through one or
industry, and real estate mortgage more acquisitions. The Company
loans that are not secured by a anticipates that any such ac-
first lien. Without consideration quisition of real estate will only
of the foregoing limitation, the be incidental to any acquisitions
Trust may also acquire real estate of operating businesses.
through foreclosure on the real
estate securing its real estate
mortgage loans.
- --------------------------------------------------------------------------------------------------
Real Estate The Trust's purpose is to make and The Company will attempt to expand
Mortgages purchase real estate mortgage the Trust's financial services business
loans, principally conventional and through one or more acquisitions.
federally insured development first The Company, however, will continue
mortgage loans, conventional and to possess the power to make and
federally insured construction purchase real estate mortgage
first mortgage loans, intermediate loans.
term mortgage loans, and other
mortgage loans.
- --------------------------------------------------------------------------------------------------
Securities of or As stated above, the Trust may The Company will attempt to expand
Interests in devote an amount equal to 15% of the Trust's financial services business
Persons Primarily its total capital, surplus, and through one or more acquisitions,
Engaged in Real subordinated debt to real property, which acquisitions could
Estate Activities entities principally engaged in the incidentally involve real estate.
real estate industry, and real Any such acquisition could be in
estate mortgage loans that are not the form of equity securities.
secured by a first lien. The Trust
may also purchase shares of REITs.
- --------------------------------------------------------------------------------------------------
Other Securities The Trust may purchase: (i) In connection with the Company's
obligations of the United States expansion of the Trust's financial
and its agencies, (ii) obligations services business through one or
of any state or territory of the more acquisitions, the Company
United States and its agencies, could purchase equity securities in
(iii) obligations of federally other entities.
insured banking and savings
institutions and deposits in such
institutions, (iv) shares of REITs,
(v) shares in other entities in an
amount equal to 5% of the Trust's
total assets, and (vi) bank time
deposits, commercial paper, and
instruments of bank credit.
- --------------------------------------------------------------------------------------------------
Issuing Senior The Trust may issue debt The Company may issue debt
Securities securities, up to 10,000,000 securities, up to 10,000,000 shares
preferred shares, and an unlimited of preferred stock, and up to
number of Beneficial Shares. 50,000,000 shares of Common Stock.
- --------------------------------------------------------------------------------------------------
</TABLE>

35
<PAGE> 38

OPERATING POLICIES (continued)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
ACTIVITY TRUST COMPANY
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Borrowing Money No restrictions exist upon the No restrictions will exist upon the
Trust's ability to borrow money. Company's ability to borrow money.
- --------------------------------------------------------------------------------------------------
Making Loans The only restrictions upon the No restrictions will exist upon the
Trust's ability to make loans are: Company's ability to make loans.
(i) the amount of a conventional
development first mortgage loan
should not exceed 80% of the
developed property's value and the
term of such loan should not exceed
three years, (ii) the amount of a
conventional construction first
mortgage loan should not exceed 85%
of the property's value after the
construction of improvements and
the term of such loan should not
exceed three years, (iii) the
amount of an intermediate term
first mortgage loan should not
exceed 75% of the property's value
and the term of such loan should
not exceed seven years, and (iv)
the Trust cannot loan money to a
trustee.
- --------------------------------------------------------------------------------------------------
Acquiring Although no restrictions exist upon No restrictions will exist upon the
Securities for the Trust's ability to acquire Company's ability to acquire
the Purpose of securities for the purpose of securities of other entities for
Exercising exercising control, the Trust may the purpose of exercising control
Control generally not acquire securities in over such entities.
an amount in excess of 5% of the
Trust's assets.
- --------------------------------------------------------------------------------------------------
Underwriting The Trust does not appear to have The Company may engage in any
Securities the authority to underwrite lawful business, although it does
securities. not presently intend to underwrite
securities.
- --------------------------------------------------------------------------------------------------
Purchasing and No restrictions exist concerning No restrictions will exist
Selling (or the Trust's ability to turn over concerning the Company's ability to
Turning Over) investments. turn over investments.
Investments
- --------------------------------------------------------------------------------------------------
Offering The Trust may issue Beneficial The Company may issue shares of
Securities in Shares in exchange for property preferred stock or Common Stock in
Exchange for that it may hold under the other exchange for property, including as
Property provisions of the Declaration of part of the consideration for a
the Trust. future business acquisition. To
avoid restricting the use of the
Company's NOL carryforwards under
Section 382 of the Code, however,
the Company will be unable to issue
any shares of Common Stock or other
voting or participating equity
securities for three years after
the sale of the shares to the
Purchaser.
- --------------------------------------------------------------------------------------------------
</TABLE>

36
<PAGE> 39

OPERATING POLICIES (continued)

37
<PAGE> 40

STOCK PURCHASE AGREEMENT
(PROPOSAL 3 ON THE PROXY CARD)

The third proposal on which the shareholders will vote will be whether to
approve the Stock Purchase Agreement, which is an exhibit to this Prospectus.
Under this agreement, the Trust will cause the Company to sell 8,102,439 newly
issued shares of Common Stock to the Purchaser for $2.85 per share. These shares
will represent 40% of the Company's fully-diluted shares of Common Stock
immediately after the sale. The amendment of Section 8.2 of the Declaration of
Trust to permit the reorganization to occur and the reorganization of the Trust
into the Company are conditions to this sale. In connection with the Company's
organization, the Company assumed all of the Trust's obligations under the Stock
Purchase Agreement.

The Company will receive approximately $23.1 million from the sale of the
shares of Common Stock to the Purchaser, $22.1 million net of the expenses
associated with the transaction. When added to the Trust's current cash
balances, the Company will have approximately $44.8 million in cash and cash
equivalents to pursue acquisitions and use for working capital purposes in
connection with any acquired businesses. In addition, the Purchaser is an
affiliate of Mr. Gerald J. Ford, who will initially become the Chief Executive
Officer of the Company following the closing of the Stock Purchase Agreement.
Mr. Ford has considerable experience in the acquisition of various companies,
specifically in the financial services industry. Mr. Ford's involvement with the
Company could therefore facilitate the Company's acquisition of other businesses
or controlling interests in other companies. No assurance exists, however, that
the Company will be able to make an acquisition or that any acquisition will be
successful.

BUSINESS PLAN

The Trust historically concentrated on the financial services industry by
making and purchasing real estate mortgage loans. Since emerging from bankruptcy
proceedings, however, the Trust has focused on managing its portfolio of
foreclosed real estate and selling such real estate when prudent. After the
reorganization and the sale of the shares to the Purchaser, the Company does not
intend to expand the Trust's real estate oriented financial services business,
which the Trust has continued at a reduced level during the past several years.
The Company instead intends to pursue the acquisition of one or more operating
companies or interests in such companies, which would generally be controlling
interests. Acquisition candidates will generally have one or more of the
following characteristics: (i) existing or economically available capable
management, (ii) financing capacity, (iii) reduced risk because of the
business's resale or breakup potential, (iv) operations within an industry
familiar to the Company's management or that such management could learn
quickly, and (v) operations that the Company could enhance and make more
profitable through market consolidation, process improvements, refinancings, or
cost reductions. The Company may also pursue acquisitions of the debt or equity
securities of existing companies that the Company believes are undervalued
relative to their book or liquidation value.

Initially, the Company will pursue one or more acquisitions in the
financial services, insurance, and wholesale distribution industries. The
Company could also pursue acquisitions in other industries. The Company,
however, does not currently intend to focus on industries requiring heavy
capital expenditures, such as the cable television, movie production, pipeline,
or telephone industries, or industries in which the Company's management lacks
experience, such as the high technology industry. As Mr. Ford has restrictive
contractual relationships with First Nationwide Bank, A Federal Savings Bank
("First Nationwide"), and Norwest Corporation, the Company also does not intend
to pursue acquisitions in the mortgage servicing business, the finance company
business, thrifts in California or Texas, community banks in New Mexico or the
western portion of Texas, or certain other businesses that First Nationwide or
Norwest Corporation may engage in the future. Mr. Ford has obtained interim

38
<PAGE> 41

waivers under these restrictive contractual relationships to become the initial
Chief Executive Officer of the Company until the Company finds a suitable
full-time replacement.

The Company could pursue an acquisition of an operating company in which
Mr. Ford has an interest. The Company would not make such an acquisition,
however, without the approval of a majority of the Company's disinterested
directors.

The Company will finance its acquisitions with its cash and cash
equivalents, borrowings, and private or public debt and equity financings. To
avoid restricting the use of its NOL carryovers under Section 382 of the Code,
however, the Company will be effectively precluded from issuing any additional
shares of Common Stock, any shares of any other class of voting stock or stock
that participates in the earnings or growth of the Company, or certain options
with respect to such stock, for three years after the sale of the shares to the
Purchaser. Any leverage that the Company incurs in connection with an
acquisition could be substantial.

Immediately after the closing of the sale of the shares to the Purchaser,
Mr. Ford and the Company's other management will begin analyzing potential
acquisition candidates. As the process of identifying such candidates and
negotiating and closing any transaction could take a substantial period, an
acquisition may not occur for a significant time after the sale. In addition, no
assurance exists that any acquisition will be profitable. At this time, neither
the Company, the Purchaser, the Trust, nor Mr. Ford has identified any potential
candidates that the Company intends to pursue after the sale of the shares to
the Purchaser.

BACKGROUND

In June 1994, the Board of Trustees decided to delay the Trust's making and
purchasing of longer maturity loans until the Trust decreased its holdings of
foreclosed real estate. During this period, the Board of Trustees also decided
that the Trust should seek to maximize shareholder value using the Trust's cash
and cash equivalents, other assets, and NOL carryforwards. When determining how
to maximize shareholder value, the Board of Trustees concluded that the Trust's
NOL carryforwards could create significant value by decreasing the federal
income taxes that the Trust would pay on any future earnings. The Board of
Trustees therefore decided not to liquidate the Trust and distribute the Trust's
cash to the shareholders. Such a liquidation would have forfeited the value of
the NOL carryforwards. Similarly, Section 382 would have restricted the Trust's
use of the NOL carryforwards if a significant change occurred in the ownership
of the Beneficial Shares. Accordingly, the Board of Trustees also decided not to
sell the Trust in a transaction in which a third party would purchase all of the
outstanding Beneficial Shares.

In August 1994, the Board of Trustees determined that the best way to
maximize shareholder value was for the Trust to purchase or create an operating
business, while continuing to make and purchase real estate mortgage loans. The
Trust could then realize the value of the NOL carryforwards through the decrease
in federal income taxes that the Trust would pay on the business's earnings. The
Board of Trustees also determined that a strategic sale of the maximum number of
shares permitted without restricting the Trust's use of its NOL carryforwards
could be beneficial. Such a sale would increase the Trust's cash balances, which
could increase the potential number or size of any acquisitions. The Board of
Trustees believed that larger or more acquisitions could increase the earnings
that the Trust could realize.

The Board of Trustees concluded that in any strategic sale of shares, the
identity of the purchaser would be extremely important. The Board of Trustees
would expect the

39
<PAGE> 42

purchaser to take the lead in identifying acquisition candidates and managing
the Trust. The purchaser would therefore be instrumental in the overall goal of
maximizing shareholder value. Accordingly, in any strategic sale the
qualifications and acquisition experience of the purchaser would be as
important as the purchase price.

ACQUISITION CANDIDATES CONSIDERED

In August 1994, Mr. Enloe, a trustee and the Trust's Chief Executive
Officer, proposed to the other trustees that the Trust obtain debt-financing and
make single-family home construction loans and subdivision development loans to
smaller builders and developers. During the Fall of 1994, the trustees
considered Mr. Enloe's proposal while the Trust evaluated other alternatives,
including possible acquisition candidates. At that time, the Trust was not using
an investment banker to assist the Trust in its search.

In February 1995, the Trust received an unsolicited proposal from a person
desiring to make a tender offer for up to 45% of the outstanding Beneficial
Shares. In response to this proposal, the Board of Trustees formed a special
committee (the "Special Committee") to consider this proposal and any other
proposals to enhance shareholder value. The Board of Trustees appointed Messrs.
Bishop and Rose to it. The Board of Trustees formed the Special Committee
because Mr. Enloe, the third trustee, had a potential conflict of interest when
evaluating proposals conflicting with his proposal, which the other trustees
were still considering. After its formation, the Special Committee engaged
Gardere & Wynne, L.L.P. as its independent legal counsel. The Special Committee
engaged Gardere & Wynne, L.L.P. because this firm possesses expertise in the
areas of corporate governance and mergers and acquisitions and such firm was
familiar with the Trust through the participation of one of its partners as a
member of the equity committee in the Trust's previous bankruptcy proceedings.
Mr. Rose, one of the trustees serving on the Special Committee, uses Gardere &
Wynne, L.L.P. on a regular basis.

On April 11, 1995, the Trust announced that it had retained Bear, Stearns &
Co. Inc. (the "Investment Banker") as its financial advisor and encouraged all
qualified parties to submit proposals concerning the Trust of any nature they
considered appropriate. The Investment Banker subsequently fielded numerous
inquiries in response to this public announcement. In addition, the Investment
Banker circulated a memorandum to professionals in its worldwide investment
banking group describing the investment opportunity in the Trust, generated
leads, and supplied interested parties with the latest public information
regarding the Trust. The Trust engaged the Investment Banker because the
Investment Banker was a nationally recognized investment banking firm with
experience in mergers and acquisitions. In addition, the Investment Banker was
familiar with the Trust because the Trust had previously engaged the Investment
Banker to render advisory services to the Trust concerning its restructuring in
bankruptcy proceedings.

On May 2, 1995, Mr. Enloe withdrew his proposal from further consideration
because some shareholders believed that the Trust should focus its efforts on
acquiring an established operating business. Since that time, the entire Board
of Trustees has evaluated acquisition candidates and strategic opportunities
because the Special Committee disbanded shortly after Mr. Enloe withdrew his
proposal, which removed his potential conflict of interest when evaluating other
proposals.

The Investment Banker communicated to all interested parties that the Board
of Trustees would meet on May 25, 1995 to consider all written proposals
received. At this meeting the Board of Trustees considered eight proposals. Of
the eight proposals considered, two of the proposals concerned the Trust's
acquisition of an operating business and three of the proposals concerned the
purchase of newly issued Beneficial Shares, including a revised version of the
proposal received in February 1995. The other three proposals concerned: (i) the
purchase of approximately 36% of the outstanding Beneficial Shares for $2.60 per
share in connection with a business plan for the Trust to purchase mortgages on
distressed real estate, (ii) the contribution of income producing commercial
real estate to the Trust in exchange for

40
<PAGE> 43

newly issued Beneficial Shares valued at $2.50 per share, which would
constitute between 40% and 49% of the outstanding Beneficial Shares after the
transaction, and (iii) the purchase of newly issued preferred shares in the
Trust paying a 12% annual dividend and warrants to purchase newly issued
Beneficial Shares constituting 20% of the Beneficial Shares on a fully-diluted
basis for an aggregate purchase price of $8.75 million in connection with a
business plan for the Trust to engage in land development. The Board of
Trustees did not pursue the proposals not involving the Trust's acquisition of
an operating business because the Board of Trustees concluded that with respect
to such a transaction, the Trust should seek a purchaser with more proven
acquisition experience.

With respect to the two proposals concerning the Trust's acquisition of an
operating business, the Board of Trustees decided to continue due diligence.
Ultimately, the Trust pursued one of these proposals. The Trust and the other
party, however, subsequently terminated negotiations in September 1995 over
disagreements concerning price and terms. After the termination of these
negotiations, the Investment Banker continued to solicit proposals concerning
the Trust and to field inquiries. This process continued through December 1995,
when the Trust and Mr. Ford began discussions concerning an investment in the
Trust.

From the Trust's emergence from bankruptcy proceedings until December
1995, the Trust and the Investment Banker evaluated a number of acquisition
candidates and other strategic opportunities. The acquisition candidates were
involved in various businesses, including auto parts distribution, commercial
mortgage origination and securitization, investing in marketable securities,
purchasing distressed assets, providing insurance tracking, providing property
and casualty insurance, real estate development, and hedge fund sponsorship and
management.

PROPOSALS TO PURCHASE SHARES

As described above, the Board of Trustees believed that a strategic sale of
Beneficial Shares could facilitate the Trust's acquisition of operating
businesses and use of the Trust's NOL carryforwards. Since the Trust's emergence
from bankruptcy proceedings, the Trust received the formal proposals described
below with respect to such a sale. The Trust also pursued informal discussions
with several persons, none of whom either responded positively to the Trust's
overtures or made a proposal to the Trust.

PROPOSAL TO MAKE A TENDER OFFER. As mentioned above, in February 1995 the
Trust received an unsolicited proposal from a person desiring to make a tender
offer for up to 45% of the outstanding Beneficial Shares at a purchase price of
$2.30 per share. This proposal was subject to the performance of due diligence
on the Trust and designees of the proposer constituting a majority of the Board
of Trustees upon the closing of the tender offer. The proposer contemplated that
under its direction the Trust would acquire operating companies and distressed
undervalued assets. The proposer also conditioned its proposal upon receiving
options or bonuses equal to 15% of the value of the Trust in excess of the $2.30
per share purchase price. In April 1995, the proposer presented several
alternatives to its previous proposal. One of those alternatives contemplated
that the proposer would make a tender offer for 45% of the outstanding
Beneficial Shares at a purchase price of $2.30 per share. The Trust would then
exchange any untendered Beneficial Shares for preferred shares in the Trust that
would be convertible into Beneficial Shares and redeemable, at the holder's
option, four years after issuance at a price of $2.00 per share. The redemption
price for the preferred shares would have been secured by a letter of credit.
Another of the alternatives contemplated that the proposer would purchase newly
issued Beneficial Shares from the Trust for $2.30 per share. The shareholders
could then elect to exchange their Beneficial Shares for either a cash payment
of $2.30 per share or preferred shares in the Trust with the same terms as the
immediately preceding proposal. Under this alternative, however, the proposer
would not secure the redemption price of the preferred shares with a letter of
credit.

41
<PAGE> 44

In May 1995, the proposer again revised its proposal, presenting three
different variations with each variation having an alternate form in which the
shareholders remaining after the proposed transaction could exchange their
shares for redeemable preferred shares in the Trust. One of the variations
contemplated that the Trust would sell newly issued Beneficial Shares
constituting 40% of the outstanding shares after the sale to the proposer at a
price of $3.23 per share. The proposer, however, also required that it receive
options and bonuses equal to 15% of the value created in excess of the Trust's
tangible net asset value at the time of the transaction. The Board of Trustees
believed that this additional compensation to the proposer decreased the value
of its proposal. The other two variations of the revised proposal concerned: (i)
the proposer making a tender offer for up to 40% of the outstanding Beneficial
Shares at a purchase price of $2.88 per share, and (ii) the Trust making a
self-tender for 40% of the outstanding Beneficial Shares at a purchase price of
$3.50 per share and then selling an equal number of Beneficial Shares to the
proposer at $2.35 per share. Each of the variations of the revised proposal
remained subject to the performance of due diligence, the proposer's selection
of a majority of the Board of Trustees, and the 15% promoted interest. On
September 5, 1995, the proposer withdrew its proposal after the Trust failed to
accept it.

OTHER PROPOSALS TO PURCHASE SHARES CONSIDERED AT THE BOARD OF TRUSTEES
MEETING. As discussed above, at the meeting on May 25, 1995, the Board of
Trustees considered two other proposals to purchase newly issued Beneficial
Shares. One of these proposals contemplated the purchase of newly issued
Beneficial Shares constituting approximately 40% of the fully-diluted
Beneficial Shares at a price of $2.75 per share in connection with a business
plan for the Trust to engage in the single-family residential development
business. The other proposal to purchase newly issued Beneficial Shares
contemplated the purchase of newly issued Beneficial Shares constituting 39% of
the fully -- diluted Beneficial Shares at a price of $2.85 per share, although
the group making this proposal lacked committed financing. This proposal was
also subject to such group receiving a 15% promoted interest in the Trust. The
business plan accompanying this proposal contemplated that the Trust would
engage in commercial and residential real estate lending and distressed asset
acquisitions.

The Board of Trustees concluded that these two proposals and the proposal
discussed above were not in the best interests of the Trust at that time. The
Board of Trustees believed that the Trust should continue due diligence with
respect to the two proposals to acquire an operating company discussed at the
meeting. If further due diligence and negotiations indicated that the Trust
would not acquire either of these companies, the Board of Trustees believed that
the Trust should search for a purchaser with outstanding credentials whose
leadership could facilitate the Trust's expansion through the acquisition of one
or more operating companies. The Board of Trustees believed that such an
expansion was the best way to increase the value of the Beneficial Shares. As
previously discussed, the Trust could not enter into a transaction involving the
sale of all of the outstanding Beneficial Shares without causing Section 382 of
the Code to restrict the Trust's use of its NOL carryforwards.

NEGOTIATIONS WITH MR. FORD. In December 1995, Mr. Gene H. Bishop, a
trustee of the Trust and friend of Mr. Ford, contacted Mr. Ford concerning an
investment in the Trust. As Mr. Ford had considerable experience in the
acquisition of various companies, the Board of Trustees believed that he would
be an excellent candidate to make an investment in the Trust and lead the
Trust's search for operating business acquisitions. After Mr. Ford expressed an
interest in such an investment, Mr. Enloe, a trustee and the Trust's Chief
Executive Officer, began negotiations with him.

On December 21, 1995, Mr. Enloe and Mr. Ford met. Mr. Enloe suggested that
Mr. Ford consider purchasing newly issued shares constituting approximately 40%
of the outstanding Beneficial Shares on a fully-diluted basis. Mr. Enloe then
gave Mr. Ford an exhibit from the minutes of a meeting of the Board of Trustees.
This exhibit compared the Trust's net book value of $2.60 per share as of
September 30, 1995 with an estimated market value of $2.71 per share. The $.11
per share increase was primarily attributable to Mr.

42
<PAGE> 45

Enloe's belief that the fair market value on two parcels of foreclosed real
estate exceeded their book value.

Mr. Ford then proposed that he or one of his affiliates purchase newly
issued shares constituting 40% of the outstanding Beneficial Shares at their
book value per share, subject to performing due diligence on the Trust. Subject
to the approval of both the Board of Trustees and the shareholders, Mr. Enloe
made a counter-proposal of $2.85 per share. Mr. Ford said that he would consider
the counter-proposal and the meeting ended. Later that day, Mr. Ford called Mr.
Enloe and accepted the counter-proposal. This agreement was subject to the
performance of due diligence and the negotiation of a definitive purchase
agreement.

On January 8, 1996, representatives of the Trust and Mr. Ford met to
discuss the proposed terms of the purchase agreement. At that meeting, the
representatives of Mr. Ford requested that the agreement contain provisions
prohibiting the Trust from soliciting any other proposals concerning a similar
transaction or responding to any such unsolicited proposals, except to the
extent that the fiduciary duties of the trustees required them to respond. In
addition, the representatives of Mr. Ford requested that the Trust pay Mr. Ford
a fee if the Trust entered into an alternative transaction or the shareholders
failed to approve the sale of the shares to Mr. Ford, if the Board of Trustees
failed to recommend that they approve such sale. Finally, the representatives of
Mr. Ford requested that the Trust's representations and warranties survive for
one year following the closing. The representatives of the Trust agreed to these
requests. Although the Board of Trustees did not formally meet and approve the
sale to the Purchaser until January 9, 1996, Mr. Enloe continually advised each
of the other trustees on the status of these negotiations and obtained their
assent to the agreement with Mr. Ford.

On January 10, 1996, the Trust delivered an initial draft of the purchase
agreement to Mr. Ford's representatives. The representatives of the Trust and
Mr. Ford then began to negotiate specific changes to the agreement, including
changes to the Trust's representations and warranties concerning its employee
benefit plans and environmental matters and the Trust's covenants concerning
its ability to respond to unsolicited alternative proposals and the number of
directors that the Purchaser could designate to the Company's Board of
Directors. In contrast to some of the proposals described above, for the three
years following the sale of the shares, the Stock Purchase Agreement prohibits
Mr. Ford and any of his affiliates from receiving from the Company any salary
or other compensation in connection with their affiliation with the Company,
including receiving any options or warrants.

On January 16, 1996, the Board of Trustees met and approved the Stock
Purchase Agreement. Later that day, Mr. Enloe executed and delivered the Stock
Purchase Agreement on behalf of the Trust. The next morning before the NYSE
opened, the Trust issued a press release announcing the agreement. On that day,
the trading price of a Beneficial Share closed at $3.625, up 71% from the
closing price on the preceding day.

UNSOLICITED PROPOSAL AFTER MR. FORD'S PROPOSAL. On January 5, 1996, the
Trust received an unsolicited letter from the group that had previously proposed
to purchase newly issued Beneficial Shares constituting 39% of the Beneficial
Shares, but that had lacked committed financing. The letter indicated a
willingness to pay a per share purchase price of 30% or more over the then
current trading price of the Beneficial Shares, with a resulting aggregate
purchase price of between $20.0 to $25.0 million. These proposed terms were
comparable to the 34% premium that the Purchaser will pay over the per share
price on the day before the public announcement of the sale, which will result
in an aggregate purchase price of $23.1 million. The letter stated that the
group's new proposal was not subject to any financing contingencies.

The Trust decided not to pursue negotiations with this group because of the
agreement reached with Mr. Ford. The Board of Trustees believed that the Trust
should not risk losing the strategic opportunity of involving Mr. Ford with the
Trust. As described above, the Board of Trustees believes that Mr. Ford's
considerable experience in the

43
<PAGE> 46

acquisition of various companies will facilitate the Trust's expansion of its
business through acquisitions. The Board of Trustees therefore concluded that
Mr. Ford was in a better position to lead the Trust's expansion than the
representatives of the group making the unsolicited proposal. This group has
not contacted the Trust since the Trust announced the proposed sale of the
shares to the Purchaser.

REASONS FOR THE SALE AND RECOMMENDATION

The Board of Trustees believes that the best way to maximize shareholder
value is for the Trust to purchase or create an operating business, preferably
in the financial services industry. The Trust can then realize the value of the
NOL carryforwards through the decrease in federal income taxes that the Trust
will pay on the business's earnings. The Board of Trustees believes that the
sale of the shares to the Purchaser, an affiliate of Mr. Ford, will facilitate
the Company's ability to make such acquisitions. Following the sale, Mr. Ford
will become the Company's initial Chief Executive Officer and lead the Company's
search for acquisition candidates. Mr. Ford has considerable experience in the
acquisition of various companies, specifically in the financial services
industry. In addition, the proceeds from the sale of the shares will increase
the Company's cash reserves, enabling it to pursue larger or more acquisitions.
The Board of Trustees therefore recommends that the shareholders approve the
Stock Purchase Agreement.

When making this recommendation, the Board of Trustees considered the
qualifications and acquisition experience of Mr. Ford and the price per share
that the Purchaser would pay. The Board of Trustees found Mr. Ford's
qualifications and acquisition experience to be very impressive. In addition,
the Board of Trustees found that the purchase price of $2.85 per share was
reasonable when compared to the Trust's book value per share of $2.65 as of
December 31, 1995, the trading price of the Beneficial Shares, which averaged
$2.07 per share during the six months preceding the announcement of the
agreement with Mr. Ford, and the other proposals that the Trust received. The
Board of Trustees considered Mr. Ford's qualifications and acquisition
experience to be as important as the purchase price.

FAIRNESS OPINION

On January 23, 1996, the Investment Banker delivered its written opinion to
the Trust (the "Fairness Opinion") that the sale of the shares to the Purchaser
is fair, from a financial point of view, to the public shareholders of the
Trust. The Fairness Opinion is an exhibit to this Prospectus. The Investment
Banker has consented to the inclusion of the Fairness Opinion as an exhibit to
this Prospectus. The Fairness Opinion, however, is not a recommendation to any
shareholder concerning how to vote on the Plan of Reorganization or the Stock
Purchase Agreement.

As described above, the Trust retained the Investment Banker to act as the
Trust's financial advisor in connection with the Trust's evaluation of
acquisition candidates and exploration of strategic opportunities. As part of
that engagement, the Investment Banker had agreed to render an opinion on the
fairness of any subsequent transaction. The Trust engaged the Investment Banker
because it is a nationally recognized investment banking firm with experience
rendering fairness opinions. The Investment Banker regularly engages in the
valuation of businesses and securities, mergers and acquisitions, negotiated
underwritings, secondary distributions of securities, private placements, and
valuations for estate, corporate, and other purposes. In addition, the
Investment Banker was familiar with the Trust because the Trust had previously
engaged the Investment Banker to render advisory services to the Trust
concerning its restructuring in bankruptcy proceedings.

The Investment Banker based the Fairness Opinion upon economic, market, and
other conditions, and the information made available to it as of the date of the
opinion. The Investment Banker further assumed that the sale of the shares to
the Purchaser would not restrict the use of the NOL carryforwards under Section
382 of the Code. With respect to this assumption, the Trust subsequently
obtained an opinion from its special tax counsel that the

44
<PAGE> 47

sale would not cause such a restriction. The Fairness Opinion addresses only
the fairness of the sale of the shares to the Purchaser from a financial point
of view, and is not a recommendation to any shareholder on how to vote on the
sale. The Investment Banker neither recommended the purchase price nor any
range within which the purchase price should fall. The Trust and the Purchaser
determined the purchase price through arm's-length negotiations.

In rendering the Fairness Opinion, the Investment Banker relied upon and
assumed the accuracy and completeness of the financial and other information
that the Trust and the Purchaser provided to it. The Investment Banker did not
independently verify the information and relied upon the assurances of the
management of the Trust and the Purchaser that they were unaware of any facts
that would make the information provided to the Investment Banker incomplete or
misleading. In arriving at its opinion, the Investment Banker did not perform or
obtain any independent appraisal of the Trust's assets. In addition, the
Investment Banker: (i) reviewed the Trust's Annual Reports on Form 10-K for the
fiscal years ended June 30, 1991 through 1995, and the Trust's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995, (ii) reviewed certain
operating and financial information relating to the Trust's business and
prospects that the Trust provided to the Investment Banker, (iii) met with the
Trust's senior management to discuss the Trust's operations, historical
financial statements, and future prospects, and management's view of the
business and strategic benefits, and other implications, of the sale of the
shares to the Purchaser, (iv) reviewed the pro forma financial impact on the
Trust of the sale of the shares to the Purchaser, (v) reviewed the historical
prices and trading volumes of the shares, (vi) reviewed certain information
concerning Mr. Ford and the Purchaser that the Purchaser provided to the
Investment Banker, and (vii) conducted such other studies, analyses, inquiries,
and investigations as the Investment Banker considered appropriate. The Trust
did not restrict the Investment Banker in any way when performing its work with
respect to the Fairness Opinion.

Pursuant to a letter agreement, dated April 19, 1995, the Trust paid the
Investment Banker a retainer of $100,000 for acting as the Trust's financial
adviser and agreed to pay the Investment Banker a success fee based upon the
size of a completed transaction, against which the Investment Banker would
credit the $100,000 retainer. The success fee payable upon the closing of the
sale of the shares to the Purchaser will be $188,649, after deducting the
$100,000 retainer previously paid. In addition, the Trust and the Investment
Banker agreed that the Trust would pay the Investment Banker $150,000 for an
opinion on the fairness of any transaction if the Trust requested such an
opinion. The Trust has also agreed to reimburse the Investment Banker for its
reasonable out-of-pocket expenses and to indemnify the Investment Banker and
certain related persons against certain liabilities in connection with its
engagement, including certain liabilities under the federal securities laws.

The description of the Fairness Opinion set forth in this Prospectus is
qualified in its entirety by reference to the full text of the opinion.
Shareholders should read the Fairness Opinion carefully for the assumptions
that the Investment Banker made and the limits of its review. The following
sections summarize the analysis that the Investment Banker used when rendering
the Fairness Opinion. The preparation of a fairness opinion, however, is a
complex process. Selecting portions of the analysis, without considering the
analysis as a whole, could create an incomplete view of such process. This
summary is not a complete description of such analysis.

HISTORICAL TRADING PRICE. The Investment Banker reviewed the public
trading price of the Beneficial Shares over the last three years. The Investment
Banker also reviewed the daily average trading prices of the Beneficial Shares
over periods ranging up to the 180 days immediately preceding January 17, 1996,
the date of the public announcement of the sale. The Investment Banker noted
that the Beneficial Shares traded in a relatively narrow range during the six
months prior to the announcement.

45
<PAGE> 48

<TABLE>
<CAPTION>
DAYS PRIOR TO AVERAGE
ANNOUNCEMENT DATE CLOSING PRICE
------------------------------- -------------
<S> <C>
Last 180 days.................. $2.07
Last 90 days................... 2.07
Last 30 days................... 2.15
Last 10 days................... 2.19
Last day....................... 2.13
</TABLE>

The purchase price represents a 34% premium over the closing price on the
last day prior to the public announcement and a 38% premium over the average
closing price for the 180 days preceding the announcement. In addition, the
Investment Banker noted that the Trust issued a press release on April 11, 1995
indicating that it was exploring strategic alternatives and had retained the
Investment Banker as its financial advisor. The average closing price for the 90
days prior to that announcement was $1.67 per share.

LIQUIDATION VALUE. Based upon the information and estimates that the
Trust's management provided, the Investment Banker analyzed the potential value
of the Trust's assets in an orderly liquidation. During this analysis, the
Investment Banker noted that certain of the Trust's assets were undeveloped,
non-income producing real estate or loans secured by such real estate. Such real
estate is susceptible to a range of potential values. In addition, certain of
the properties are in areas of California that have recently experienced a real
estate recession. Only a limited number of potential buyers for such properties
currently exist.

The table below sets forth the Investment Banker's liquidation analysis for
the Trust's assets, exclusive of the costs associated with a liquidation
(amounts are in thousands, except per share amounts).

<TABLE>
<CAPTION>
LIQUIDATION
VALUE AS A LIQUIDATION
BOOK VALUE AT PERCENTAGE VALUE AT
DESCRIPTION DECEMBER 31, 1995 OF BOOK VALUE DECEMBER 31, 1995
- ------------------------------------------------- ----------------- ------------- -----------------
<S> <C> <C> <C>
Note receivable from Resurgence Properties
Inc............................................ $ 5,169 97% $ 5,014
Other mortgage loans, net of reserves............ 1,206 91% 1,103
Foreclosed real estate, net of reserves.......... 3,775 90% 3,398
Unrestricted cash and cash equivalents........... 21,691 100% 21,691
Accrued interest and restricted cash............. 213 100% 213
Other assets..................................... 546 50% 273
------- -------
Total assets................................... $32,600 $31,692
Less: Accrued and other liabilities.............. (443) (443)
------- -------
Book and liquidation value..................... $32,157 $31,249
======= =======
Book and liquidation value per share........... $ 2.65 $ 2.57
======= =======
</TABLE>

46
<PAGE> 49

The Investment Banker noted that the purchase price of $2.85 per share
represented an 8% premium over the book value per share of the Trust's assets
of $2.65 at December 31, 1995, and an 11% premium over the estimated
liquidation value per share. The Investment Banker also noted that the Trust
had NOL carryforwards aggregating $226.1 million as of June 30, 1995. As
uncertainty exists concerning the Trust's ability to generate earnings to
offset against its NOL carryforwards, however, the Investment Banker did not
separately value them. The Investment Banker also considered that the Purchaser
agreed that for three years neither Mr. Ford nor any of his affiliates would be
paid a salary or any other compensation with respect to their affiliation with
the Company, including receiving any options or warrants. Since the Investment
Banker performed its liquidation analysis, the book value per share of the
Trust's assets has increased to $2.67 as of March 31, 1996.

MARKETING PROCESS. In evaluating the sale of the shares to the Purchaser,
the Investment Banker also considered the extent of the Trust's search for
acquisition candidates and other strategic opportunities since the Trust
emerged from bankruptcy proceedings in April 1994. As described above, the
Investment Banker and the Trust sought acquisition candidates and other
strategic opportunities for several months before reaching an agreement with
the Purchaser. During this period, the Trust also issued public statements
indicating the ongoing nature of this search. The Investment Banker considered
the proposals that the Trust received during this process to confirm generally
the Investment Banker's evaluation of the fair realizable value of the
Beneficial Shares, given the extent, duration, and public nature of the search
process.

PRICE

The Purchaser agreed to purchase the shares of Common Stock at a price of
$2.85 per share. On January 16, 1996, the day before the Trust announced this
agreement, the high and low sale prices of a Beneficial Share on the NYSE were
$2.1875 and $2.125, respectively. The closing price of a Beneficial Share on the
NYSE on such day was also $2.125. On the day of the announcement, the closing
price of a Beneficial Share increased 71%, to $3.625. Given the benefit of Mr.
Ford, an individual with considerable experience in the acquisition of various
companies, becoming the initial Chief Executive Officer of the Company after the
sale, the Board of Trustees believes that the 34% premium that the Purchaser
will pay over the per share price immediately before the announcement of the
sale, the 8% premium that the Purchaser will pay over the book value per share
as of December 31, 1995, and the 7% premium that the Purchaser will pay over the
book value per share as of March 31, 1996 are reasonable.

CERTAIN TERMS AND CONDITIONS

Under the Stock Purchase Agreement, the Purchaser was to purchase 7,137,863
shares of Common Stock from the Company, provided that if the Trust, the
Company, and the Purchaser were each reasonably satisfied that the purchase of
8,102,439 shares of Common Stock would not cause the Company's use of the
Trust's NOL carryforwards to be restricted under Section 382 of the Code, the
Purchaser would instead purchase 8,102,439 shares of Common Stock. The Trust,
the Company, and the Purchaser have each determined that the purchase of the
greater number of shares of Common Stock will not cause such a restriction.
Accordingly, the purchase will be of 8,102,439 shares. The purchase price is
$2.85 per share, or approximately $23.1 million. The Purchaser has made a $2.0
million down payment against this purchase price.

Several conditions exist to the Purchaser's obligation to purchase the
shares of Common Stock. These conditions include: (i) the amendment of Section
8.2 of the Declaration of Trust to permit the reorganization to occur, (ii) the
reorganization of the Trust into the Company, (iii) the approval of the Common
Stock for listing on either the NYSE, the American Stock Exchange, or the
National Market of the National Association of Securities Dealers Automated
Quotation System, and (iv) the nonexistence of a lawsuit seeking to enjoin the
sale or seeking damages with respect to it.

47
<PAGE> 50

The Trust, the Company, or the Purchaser may terminate the Stock Purchase
Agreement if the closing has not occurred on or before August 31, 1996, or
under certain other circumstances. Under one of these circumstances, the Trust
or the Company may terminate the Stock Purchase Agreement under certain
conditions if the Board of Trustees or the Board of Directors determines that
the trustees or directors could reasonably expect to be liable for a breach of
their fiduciary duties to the shareholders if the Trust or the Company failed
to enter into an agreement concerning an alternative transaction. Upon
termination of the Stock Purchase Agreement for such fiduciary reasons or the
failure of the shareholders to approve the Stock Purchase Agreement if the
Board of Trustees fails to recommend that they approve it, or subsequently
withdraws such a recommendation, the Trust and the Company would have to pay
the Purchaser a $500,000 fee.

Under the Stock Purchase Agreement, the Trust covenanted that this
Prospectus would comply with the relevant rules and regulations of the
Securities and Exchange Commission (the "Commission") in all material respects.
To the extent that the Purchaser incurs any liability because of the Trust's
failure to perform this covenant in any material respect, the Trust and the
Company have agreed to indemnify the Purchaser.

REGISTRATION RIGHTS

The sale of the shares of Common Stock to the Purchaser will not be
registered under federal or state securities laws. At the closing, the Company
and the Purchaser will enter into the Registration Rights Agreement in the form
attached as an exhibit to the Stock Purchase Agreement (the "Registration Rights
Agreement"). Under the Registration Rights Agreement, the Purchaser and certain
subsequent holders of the shares Common Stock purchased under the Stock Purchase
Agreement will have the registration rights described below. The Purchaser and
any subsequent holders of the shares of Common Stock will generally possess
these rights until: (i) the shares have been sold pursuant to a resale
registration statement filed with the Commission, (ii) the shares have been sold
under the safe-harbor provision of Rule 144 under the Securities Act of 1933 (as
amended, the "Securities Act") or (iii) the shares have been otherwise
transferred and the Company has issued the new stock certificates without the
legend restricting further transfer of the shares.

First, the holders of not less than 20% of such shares may require the
Company to file a shelf registration statement registering their sale of such
shares. The Company will be required to maintain the effectiveness of such a
registration statement for two years. Second, the holders of not less than 20%
of such shares may make two demands upon the Company to register their sale of
such shares in underwritten offerings, provided that the shares to be sold have
a fair market value in excess of $5.0 million. Finally, the holders of such
shares may require the Company to register the sale of their shares if the
Company proposes to file a registration statement under the Securities Act for
its account or the account of its security holders, other than a registration
statement concerning a business combination, an exchange of securities, or an
employee benefit plan. The holders of these registration rights may exercise
them at any time during the period beginning on the first anniversary of the
closing of the sale and ending when the holders of such shares own an aggregate
of less than 5% of the outstanding shares of Common Stock and are no longer
affiliates of the Company under the federal securities laws. The Company will
bear all of the expenses of these registrations, except any underwriters'
commissions, discounts, and fees and the fees and expenses of any legal counsel
to the holders of the shares of Common Stock.

In addition, at the closing the Purchaser, the Company, and certain other
persons will enter into the Agreement Clarifying Registration Rights in the form
attached as an exhibit to the Stock Purchase Agreement. Under this agreement,
the registration rights that the Trust previously extended to 400,000 Beneficial
Shares that the Enloe Descendants' Trust currently owns will be extended to the
759,000 shares of Common Stock that will derive from the Beneficial Shares owned
on the date of the Stock Purchase Agreement by the Enloe Descendants' Trust, Mr.
Enloe, and his wife. This agreement will also clarify the interaction between
these registration rights and the registration rights extended to the Purchaser
and

48
<PAGE> 51

certain subsequent holders of the shares of Common Stock that the Purchaser
will purchase under the Stock Purchase Agreement. This agreement will generally
permit the Purchaser to exercise its piggy-back registration rights in
connection with any exercise of demand registration rights by the Enloe
Descendants' Trust and permit the Enloe Descendants' Trust, Mr. Enloe, and his
wife to exercise their piggy-back registration rights in connection with any
exercise of demand registration rights by the Purchaser. In addition, this
agreement provides that the Enloe Descendants' Trust, Mr. Enloe, his wife, and
the Purchaser will not publicly sell their shares of Common Stock during the
period beginning 10 days before the filing of a registration statement in
connection with certain underwritten offerings and ending 90 days after the
effective date of such registration statement. Finally, this agreement
clarifies that the registration rights with respect to the shares of Common
Stock held by the Enloe Descendants' Trust, Mr. Enloe, and his wife will be
transferable to subsequent holders of such shares.

BOARD OF DIRECTORS

The Board of Directors will consist of three directors, Messrs. Gene H.
Bishop and Robert Ted Enloe III, who are currently trustees of the Trust, and
Mr. Ford. The Board of Directors will have audit and compensation committees.
Messrs. Bishop and Enloe will be the initial members of these committees. The
Trust's third trustee, Mr. Edward W. Rose III, will not become a director of the
Company.

The Company will hold an annual meeting in the Fall of 1996, at which the
directors of the Company will be elected. In connection with such meeting, the
Board of Directors may increase its size. In addition, with respect to this
meeting at least two of the individuals that the Board of Directors will
nominate as directors will satisfy the outside director requirement under the
NYSE rules.

After the closing Mr. Ford will become the initial Chief Executive Officer
of the Company. At that time, Mr. Enloe will resign as an officer of the
Company, although he will continue as a director.

A brief description of the business experience of Mr. Ford is set forth
below. The business experience of Messrs. Bishop and Enloe is described in the
Form 10-K, which accompanies this Prospectus.

MR. FORD

Gerald J. Ford is the Chairman of the Board and Chief Executive Officer of
First Nationwide. In 1988, Mr. Ford led an investor group that acquired five
insolvent thrifts that formed First Gibraltar Bank, FSB ("First Gibraltar").
First Gibraltar was at one time the largest thrift and the fourth largest
financial institution in the States of Oklahoma and Texas, with total assets of
approximately $11.0 billion. In January 1993, First Gibraltar sold substantially
all of its deposit operations to Bank of America. In June 1993, First Gibraltar
sold its mortgage banking operations to Chase Manhattan Bank. In September 1994,
First Madison Bank (formerly First Gibraltar) acquired First Nationwide, the
seventh largest thrift in the country with total assets of approximately $15.0
billion, and changed its name to First Nationwide. Mr. Ford was also a principal
shareholder, Chairman of the Board, and Chief Executive Officer of First United
Bank Group, Inc. ("First United"), a multi-bank holding company headquartered in
Albuquerque, New Mexico. First United had banks throughout New Mexico and the
western portion of Texas, with total assets of approximately $4.0 billion.
Norwest Corporation purchased First United in January 1994. In addition, Mr.
Ford is the President and owner of Diamond A-Ford Corporation and Ford Diamond
Corporation, which serves as a general partner of the Purchaser along with Mr.
Ford.

Mr. Ford is a director of Affiliated Computer Services, Inc., a national
provider of information processing services, First Nationwide Mortgage
Corporation, a national provider of mortgage loan servicing, and Norwest
Corporation, a multi-bank holding company with total assets of approximately
$71.0 billion. Mr. Ford's philanthropic activities include

49
<PAGE> 52

service as a trustee of Children's Medical Foundation, the Dallas Citizens'
Counsel, and Southern Methodist University ("SMU"), service as Vice Chairman of
the Executive Board of SMU's Dedman College, and service as a director of the
Dallas Boys & Girls Clubs, Inc., and the School of American Research in Santa
Fe, New Mexico. Mr. Ford is also a past member of the Board of Regents of the
Texas A&M University System, Texas Tech University, and the Texas Tech
University Health Sciences Center.

Mr. Ford received his Bachelor of Arts Degree from SMU in 1966 and his law
degree from SMU's School of Law in 1969. Mr. Ford is 51 years old.

EMPLOYEES

The Company anticipates that it will continue to employ Mr. Bradley S.
Buttermore, the Trust's Chief Financial Officer, and the Trust's non-officer
employees at least until the Company consummates an acquisition. In connection
with the reorganization, the Company will assume the Trust's severance
commitments to Mr. Buttermore and these employees, which generally provide for
a severance payment equal to three months of their salary. The business
experience of Mr. Buttermore is described in the Form 10-K, which accompanies
this Prospectus.

SECURITY OWNERSHIP

PRINCIPAL SHAREHOLDERS

The following table sets forth the persons and groups who beneficially
owned more than 5% of the outstanding Beneficial Shares as of June 27, 1996.
The Trust compiled this information from the Schedules 13D and 13G sent to it.
Unless otherwise indicated, these persons and groups possess sole voting and
investment power with respect to the Beneficial Shares that they beneficially
own.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED BENEFICIAL SHARES
---------------------------------------------------------- ---------------- -----------------
<S> <C> <C>
Mr. Edward W. Rose III.................................... 976,164(1) 8.03%
Willowwood Partners, L.P.
500 Crescent Court, Suite 250
Dallas, Texas 75201

DDJ Capital Management, LLC............................... 760,600(2) 6.26%
141 Linden Street, Suite 4
Wellesley, Massachusetts 02181

Mr. Robert Ted Enloe III.................................. 759,000(3) 6.25%
600 N. Pearl St., Suite 420
Dallas, Texas 75201

Enloe Descendants' Trust.................................. 719,000(4) 5.92%
c/o Mr. Robert Ted Enloe III
600 N. Pearl St., Suite 420
Dallas, Texas 75201

Mr. Jeffrey S. Halis...................................... 617,400(5) 5.08%
Halo Capital Partners, L.P.
500 Park Avenue, Fifth Floor
New York, New York 10022
</TABLE>

- ---------------

(1) Willowwood Partners, L.P. ("Willowwood") owns 976,164 Beneficial Shares.
As Mr. Rose is the owner of Cardinal Portfolios Company, the general
partner of Willowwood, he is also considered the beneficial owner of the
Beneficial Shares that Willowwood owns. The limited partners of Willowwood
include the Rebecca/Elizabeth Trust, a trust established for certain
members of Mr. Enloe's family, for which Mr. Rose is the trustee.
Willowwood and Mr. Rose

50
<PAGE> 53

share voting and investment power over the 976,164 Beneficial Shares. In
addition, several other persons joined in the filing of the Schedule 13D
filed by Willowwood and Mr. Rose, although these persons disclaimed
beneficial ownership of the 976,164 Beneficial Shares. These individuals
and the number of Beneficial Shares that they own are: (a) Mrs. Evelyn P.
Rose, the wife of Mr. Rose, as the trustee of the Lela Helen Rose Trust
and the William Edward Rose Trust -- 20,000 Beneficial Shares, (b) Lela
Helen Rose Trust -- 10,000 Beneficial Shares, and (c) William Edward Rose
Trust -- 10,000 Beneficial Shares. Mrs. Rose and these trusts share voting
and investment power over the Beneficial Shares that these trusts own.

(2) Certain affiliates of DDJ Capital Management, LLC ("DDJ") are the general
partners and investment managers of The Copernicus Fund, L.P. and The
Galileo Fund, L.P. (collectively, the "Funds"). The Funds own an aggregate
of 760,600 Beneficial Shares. Through its affiliates, DDJ is the
beneficial owner of these shares and possesses sole voting and investment
power with respect to them. The principals of DDJ are David J. Breazzano,
Daniel G. Harmetz, and Judy K. Mencher.

(3) Mr. Enloe holds 38,000 Beneficial Shares in a Keogh Plan and claims
beneficial ownership of an additional 2,000 Beneficial Shares owned by his
wife. In addition, as the investment trustee and a beneficiary under the
Enloe Descendants' Trust, Mr. Enloe also beneficially owns the 719,000
Beneficial Shares that such trust owns. Mr. Enloe possesses sole voting
and investment power over all 759,000 Beneficial Shares, except that he
shares investment power over the 2,000 Beneficial Shares owned by his wife
and lacks voting power with respect to them.

(4) In November 1995, Mr. Enloe transferred 719,000 Beneficial Shares to the
Enloe Descendants' Trust. As the investment trustee under this trust, Mr.
Enloe possesses sole voting and investment power over these 719,000
Beneficial Shares. The Beneficial Shares transferred to the Enloe
Descendants' Trust were: (a) 69,000 of the 100,000 Beneficial Shares that
the Trust granted to Mr. Enloe in June 1992, Mr. Enloe subsequently
transferred 31,000 of the 100,000 Beneficial Shares back to the Trust for
federal income tax withholding purposes, and (b) 650,000 Beneficial Shares
purchased pursuant to the exercise of options in October 1993, the Trust
had granted Mr. Enloe options to purchase 250,000 Beneficial Shares in
January 1993 and options to purchase 400,000 Beneficial Shares in May
1993.

(5) Mr. Jeffrey S. Halis is a general partner of Halo Capital Partners, L.P.
("Halo Capital") and therefore beneficially owns any Beneficial Shares
that it owns. Halo Capital, in turn, is the sole general partner of
Tyndall Partners, L.P. and Madison Avenue Partners, L.P., and therefore
beneficially owns the 548,500 Beneficial Shares and 68,900 Beneficial
Shares that they respectively own. Pursuant to an agreement, Mr. Halis
possesses sole voting and investment power over these Beneficial Shares.

TRUSTEES AND EXECUTIVE OFFICERS

The following table sets forth the number of Beneficial Shares beneficially
owned as of June 27, 1996 by each trustee and executive officer of the Trust,
and all trustees and executive officers of the Trust as a group. The Trust
obtained this information from its trustees and executive officers. Unless
otherwise indicated, these individuals possess sole voting and investment power
with respect to the Beneficial Shares that they beneficially own.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME OWNED BENEFICIAL SHARES
- ------------------------------------------------------------- ---------------- -----------------
<S> <C> <C>
Gene H. Bishop............................................... 150,000 1.23%
Bradley S. Buttermore........................................ 4,800 *
Robert Ted Enloe III......................................... 759,000(1) 6.25%
Edward W. Rose III........................................... 976,164(1) 8.03%
All trustees and executive officers as a group (4
individuals)............................................... 1,889,964 15.55%
</TABLE>

- ---------------

* Less than 1%.

(1) The ownership of Beneficial Shares by Messrs. Enloe and Rose is described
above under the section entitled "Security Ownership -- Principal
Shareholders."

Mr. Bishop has informed the Trust that he may purchase up to an additional
125,000 Beneficial Shares after the Trust mails this Prospectus to the
shareholders, but before it holds the Special Meeting. Mr. Buttermore has also
informed the Trust that during this period he may purchase up to an additional
15,000 Beneficial Shares.

51
<PAGE> 54

RESTRICTIONS ON THE TRANSFER OF BENEFICIAL SHARES

The Declaration of Trust contains certain restrictions on the transfer of
Beneficial Shares to preserve the Trust's NOL carryforwards and other tax
attributes. Generally, without the consent of the Board of Trustees, a person
may not acquire Beneficial Shares if such acquisition would: (i) cause such
person, or any other person, to own 5% or more of the outstanding Beneficial
Shares, or (ii) increase the Beneficial Share ownership of any person that
already owns 5% or more of the outstanding Beneficial Shares. For this purpose,
percentage ownership of Beneficial Shares is determined based on certain tax
rules in the Code. Under the Stock Purchase Agreement, the Trust agreed not to
waive these transfer restrictions during the period beginning on the date of
such agreement and ending on the date that the Trust reorganizes into the
Company. If the Board of Trustees finds any person in violation of these 5%
restrictions, and the Board of Trustees does not consent to the ownership by
such person of Beneficial Shares in excess of such restrictions, such person
will be deemed not to own any Beneficial Shares purchased in violation of the
restrictions. See "Reorganization -- Charter and Bylaws -- Share Transfer
Restrictions" and "Trust -- NOL Carryforwards."

Of the principal shareholders described above, the Beneficial Shares owned
by Mr. Rose and Mr. Enloe were acquired prior to the time that the Declaration
of Trust was amended to place these restrictions on the transfer of Beneficial
Shares. The Beneficial Shares transferred to the Enloe Descendants' Trust were
also exempt from the transfer restrictions. The Beneficial Shares owned by Mr.
Halis and his affiliates, and by DDJ and its affiliates, respectively, are each
treated as owned by separate "persons" for purposes of the Code, none of whom
are considered to own 5% or more of the outstanding Beneficial Shares.

MARKET PRICE

The Beneficial Shares are publicly traded on the NYSE under the symbol
"LBI." The following table sets forth the high and low sale prices on the NYSE
for a Beneficial Share during the quarters indicated.

<TABLE>
<CAPTION>
HIGH LOW
---- ----
<S> <C> <C>
Year Ended June 30, 1994:
First Quarter.............................................................. $ 1 5/8 $ 1
Second Quarter............................................................. 1 7/8 5/8
Third Quarter.............................................................. 2 1/2 1 1/2
Fourth Quarter............................................................. 2 1/8 1 3/8
Year Ended June 30, 1995:
First Quarter.............................................................. 2 1 5/8
Second Quarter............................................................. 1 7/8 1 1/2
Third Quarter.............................................................. 2 1 5/8
Fourth Quarter............................................................. 2 1/4 1 1/2
Year Ending June 30, 1996:
First Quarter.............................................................. 2 1/4 1 7/8
Second Quarter............................................................. 2 1/4 2
Third Quarter.............................................................. 4 2 1/8
Fourth Quarter (April 1 through June 27)................................... 4 3 1/2
</TABLE>

On June 27, 1996, the closing price for a Beneficial Share on the NYSE
was $3.625. As of that date, Beneficial Shares were held by 2,081 holders of
record. Security position listings available to the Trust indicate that there
were approximately 6,800 beneficial holders of Beneficial Shares on that date.

52
<PAGE> 55

VOTING PROCEDURES

RECORD DATE

The Board of Trustees has established the close of business on June 27,
1996 (the "Record Date"), as the record date for determining the shareholders
entitled to notice of the Special Meeting and to vote at it. On that date, the
Trust had 12,153,658 Beneficial Shares outstanding. Although the Trust is also
authorized to issue preferred stock, it did not have any shares of preferred
stock outstanding on that date.

VOTES REQUIRED

Each shareholder will be entitled to one vote per Beneficial Share in
connection with the amendment to revise Section 8.2 to enable the reorganization
to occur, the approval of the Plan of Reorganization under which the Trust will
reorganize into the Company, and the approval of the Stock Purchase Agreement
under which the Company will sell shares of Common Stock to the Purchaser. The
shareholders will not possess dissenters' appraisal rights with respect to the
reorganization or any other proposal.

The presence, in person or by proxy, of the holders of a majority of the
outstanding Beneficial Shares will constitute a quorum at the Special Meeting.
Beneficial Shares represented at the meeting but not voted will be counted for
the purpose of determining the presence of a quorum. Unless a quorum is present
at the Special Meeting, no action may be taken at the meeting except the
adjournment of the meeting until a later time. As used in this Prospectus, the
term "Special Meeting" includes any adjournment of the meeting until such later
time.

The approval of the amendment to the Declaration of Trust and the Plan of
Reorganization will each require the affirmative vote of at least two-thirds of
the outstanding Beneficial Shares. An abstention with respect to each of these
proposals, therefore, will have the same effect as a vote against it.

The approval of the Stock Purchase Agreement will require the affirmative
vote of a majority of the Beneficial Shares represented at the Special Meeting,
provided that the number of votes cast for and against such proposal, in the
aggregate, exceeds 50% of the outstanding Beneficial Shares. An abstention with
respect to this proposal could have the same effect as a vote against it if the
abstention causes the votes for and against the proposal, in the aggregate, not
to exceed 50% of the outstanding Beneficial Shares.

The amendment of Section 8.2 of the Declaration of Trust is a condition to
the consummation of the Plan of Reorganization. Similarly, consummation of the
Plan of Reorganization is a condition to the consummation of the Stock Purchase
Agreement.

53
<PAGE> 56

BROKER NON-VOTES

Under the rules of the American and New York Stock Exchanges, under
certain circumstances a broker who holds shares on behalf of its customers may
vote those shares on certain proposals without receiving instructions from
them. Under these rules, however, a broker may not vote its customers'
Beneficial Shares on the proposals to amend Section 8.2 of the Declaration of
Trust, approve the Plan of Reorganization, or approve the Stock Purchase
Agreement without receiving voting instructions. Accordingly, there will not be
any broker non-votes to consider at the Special Meeting for either voting or
quorum purposes. Broker non-votes occur when a broker votes its customers'
shares on some but not all of the proposals presented at a shareholders'
meeting.

PROXYHOLDERS

The Proxyholders will vote the Beneficial Shares represented by valid
proxies at the Special Meeting in accordance with the directions given on the
respective Proxy Cards. If a shareholder signs and returns a Proxy Card without
giving any directions, the Proxyholders will vote such shareholder's Beneficial
Shares for the approval of the amendment to Section 8.2 of the Declaration of
Trust, the Plan of Reorganization, and the Stock Purchase Agreement. Under the
Declaration of Trust, no other substantive matters requiring a vote may come
before the Special Meeting. With respect to any procedural matters coming before
the meeting, the Proxyholders will vote the proxies that they hold in accordance
with their best judgment, including voting them to adjourn the Special Meeting
to another time if a quorum is not present at the meeting or if they believe
that an adjournment is in the best interests of the Trust.

REVOCATION

A shareholder has the unconditional right to revoke such shareholder's
proxy at any time prior to the voting of it by: (i) submitting a later dated
proxy to the Trust or someone who attends the Special Meeting, (ii) attending
the Special Meeting and delivering a written notice of revocation of the proxy
to an officer of the Trust present at the meeting, or (iii) delivering a written
notice of revocation of the proxy to the principal executive offices of the
Trust before the commencement of the Special Meeting.

SOLICITATION AGENT

The Trust has retained Corporate Investor Communications, Inc. (the
"Solicitation Agent") to solicit proxies in connection with the Special Meeting.
The Solicitation Agent may solicit proxies from the shareholders and other
persons in person or by mail, facsimile transmission, telephone, personal
interview, or any other means. The Trust will pay the Solicitation Agent a fee
of $6,000 and reimburse it for its out-of-pocket expenses in connection with
this solicitation, which the Solicitation Agent estimates will be $39,000. The
Trust will also reimburse banks, brokers, custodians, fiduciaries, nominees,
securities dealers, trust companies, and other persons for the reasonable
expenses that they incur when forwarding this Prospectus and the accompanying
material to the beneficial owners of the Beneficial Shares. The trustees,
officers, and employees of the Trust and Mr. Ford and his affiliates may also
solicit proxies from the shareholders and other persons by any of the means
described above. The Trust will not pay these individuals any extra compensation
for their participation in this solicitation.

54
<PAGE> 57

EXPENSES

The Company and the Trust estimate that they will incur the following
expenses in connection with the Special Meeting and the consummation of the
proposals to be voted on at it. The Trust will bear all of these expenses.

<TABLE>
<S> <C>
Accounting Fees and Expenses .............................................. $ 10,000
Commission Registration Fees .............................................. 14,933
Exchange and Transfer Agent Fees and Expenses ............................. 30,000
Investment Banker's Fees and Expenses ..................................... 438,649
Legal Fees and Expenses ................................................... 315,000
Miscellaneous ............................................................. 5,468
NYSE Subsequent Listing Fee ............................................... 30,950
Printing Expenses ......................................................... 40,000
Solicitation Agent Fees and Expenses ...................................... 45,000
State Blue Sky Qualification Fees and Expenses (including Legal Fees) ..... 25,000
Stock Certificate Engraving Expenses ...................................... 15,000
--------
Total ..................................................................... $970,000
========
</TABLE>

LEGAL MATTERS

The validity of the shares of Common Stock issued in exchange for
Beneficial Shares in connection with the Plan of Reorganization have been passed
upon by the Trust's special Delaware counsel, Morris, Nichols, Arsht & Tunnell.
Certain federal income tax matters in connection with such exchange and the Plan
of Reorganization have been passed upon by the Trust's special tax counsel,
Hughes & Luce, L.L.P.

EXPERTS

The Consolidated Financial Statements of the Trust and its subsidiaries at
June 30, 1995 and 1994, and for each of the three years in the three-year period
ended June 30, 1995, which are referred to and made a part of this Prospectus
and the registration statement of which it is a part, have been audited by Ernst
& Young LLP, Independent Auditors, as set forth in their report incorporated
into this Prospectus by reference, and are included in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.

The balance sheet of the Company as of April 1, 1996, included in this
Prospectus and the registration statement of which it is a part, has also been
audited by Ernst & Young LLP, Independent Auditors, as set forth in their report
also included in this Prospectus and such registration statement, and such
balance sheet is included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

CERTIFIED PUBLIC ACCOUNTANTS

The Trust has invited representatives of Ernst & Young LLP to attend the
Special Meeting. The Trust will give these representatives the opportunity to
make a statement at the meeting and respond to appropriate questions from any
shareholders.

SHAREHOLDER PROPOSALS

To be considered for inclusion in the Company's proxy statement for its
1996 annual meeting, shareholder proposals must be received at the Company's
principal executive

55
<PAGE> 58

offices on or before August 23, 1996. If the Trust does not reorganize into
the Company, shareholder proposals with respect to the Trust's 1996 annual
meeting must also be received at the Trust's principal executive offices on or
before such date.

AVAILABLE INFORMATION

This Prospectus is part of a Registration Statement on Form S-4 that the
Company has filed with the Commission. Interested persons may obtain a copy of
the complete registration statement and its exhibits from the Commission at its
offices described below. In addition, the Trust is subject to the informational
requirements of the Securities and Exchange Act of 1934 (as amended, the
"Exchange Act"), and in accordance with the Exchange Act files reports, proxy
statements, and other information with the Commission. The Trust's Commission
file number is 1-6802. Documents filed with the Commission may be inspected and
copied at the public reference facilities that the Commission maintains at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the Commission's
regional offices located at Room 3190, Northwest Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York,
New York 10048. In addition, such documents may be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
The Beneficial Shares are listed on the NYSE. Accordingly, the Trust's reports,
proxy statements, and other information filed with the Commission may also be
inspected at the offices of the NYSE at 20 Broad Street, New York, New York
10005.

INCORPORATION BY REFERENCE

The Company and the Trust incorporate into this Prospectus by reference:
(i) the Trust's Annual Report on Form 10-K for the year ended June 30, 1995, as
amended by Forms 10-K/A dated October 30, 1995 and July 2, 1996, and (ii)
the Trust's Quarterly Report on form 10-Q for the quarter ended March 31, 1996.
Any statement contained in the Forms 10-K or 10-Q, however, shall be deemed to
be modified or superseded for the purposes of this Prospectus to the extent that
a statement contained in this Prospectus or a subsequently dated document
incorporated by reference into this Prospectus is inconsistent with such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

ANY INTERESTED PERSON DESIRING COPIES OF ANY OF THE EXHIBITS TO THE FORMS
10-K OR 10-Q SHOULD MAKE SUCH REQUEST TO MR. BRADLEY S. BUTTERMORE AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE TRUST. THE TRUST WILL ONLY FURNISH SUCH
COPIES, HOWEVER, UPON REIMBURSEMENT OF THE TRUST'S COPYING AND MAILING EXPENSES,
EXCEPT THAT THE TRUST WILL FURNISH COPIES OF THE DECLARATION OF TRUST WITHOUT
CHARGE.

56
<PAGE> 59

APPENDIX I

DEFINED TERMS

I-1
<PAGE> 60

This appendix lists all of the defined terms used in this Prospectus and
indicates the page on which this Prospectus defines them.

<TABLE>
<CAPTION>
DEFINED TERM PAGE
- ------------ ----
<S> <C>
Beneficial Share..................................................... 1
Board of Directors................................................... 8
Board of Trustees.................................................... 11
Bylaws............................................................... 9
Charter.............................................................. 9
Code................................................................. 10
Commission........................................................... 48
Common Stock......................................................... 1
Company.............................................................. 1
DDJ.................................................................. 51
Declaration of Trust................................................. 1
DGCL................................................................. 15
Exchange Act......................................................... 56
Fairness Opinion..................................................... 44
First Gibraltar...................................................... 49
First Nationwide..................................................... 38
First United......................................................... 49
Form 10-K............................................................ 1
Form 10-Q............................................................ 1
Funds................................................................ 51
Halo Capital......................................................... 51
Investment Banker.................................................... 40
IRS.................................................................. 18
NOL.................................................................. 9
NYSE................................................................. 1
Plan of Reorganization............................................... 1
Prospectus........................................................... 1
Proxy Card........................................................... 1
Purchaser............................................................ 1
Record Date.......................................................... 53
Registration Rights Agreement........................................ 48
RPI.................................................................. 21
Securities Act....................................................... 48
SMU.................................................................. 50
Solicitation Agent................................................... 54
Special Committee.................................................... 40
Special Meeting...................................................... 1
ST Lending........................................................... 20
Stock Purchase Agreement............................................. 1
Trust................................................................ 1
Willowwood........................................................... 50
</TABLE>

I-2
<PAGE> 61

EXHIBIT A

FAIRNESS OPINION

A-1
<PAGE> 62

[LETTERHEAD]

January 23, 1996

Liberte Investors
600 N. Pearl Street
Suite 420
Dallas, TX 75201

Attention: Board of Trustees

Dear Sirs:

We understand that Liberte Investors, a Massachusetts business trust
("Liberte"), intends to reorganize into a Delaware corporation. We further
understand that Liberte, so reorganized, intends to sell at least 7,137,863
shares of newly issued common stock and possibly as many as 8,102,439 shares to
Hunter's Glen/Ford, Ltd., a Texas Limited Partnership (the "Purchaser"), for
$2.85 per share in cash (the "Transaction"). You have provided us with the Stock
Purchase Agreement between Liberte and the Purchaser (the "Purchase Agreement").

You have asked us to render our opinion as to whether the Transaction is fair,
from a financial point of view, to the public shareholders of Liberte.

IN THE COURSE OF OUR ANALYSES FOR RENDERING THIS OPINION, WE HAVE:

1. reviewed the Purchase Agreement;

2. reviewed Liberte's Annual Reports to Shareholders and Annual Reports on
Form 10-K for the fiscal years ended June 30, 1992 through 1995, and its
Quarterly Report on Form 10-Q for the period ended September 30, 1995;

3. reviewed certain operating and financial information provided to us by
management relating to Liberte business and prospects;

4. met with certain members of Liberte senior management to discuss its
operations, historical financial statements and future prospects;

5. reviewed the historical prices and trading volume of the common shares
of Liberte;

6. reviewed certain information regarding Gerald J. Ford and the Purchaser
provided to us by the Purchaser; and

7. conducted such other studies, analyses, inquiries and investigations as
we deemed appropriate.

In the course of our review, we have relied upon and assumed the accuracy and
completeness of the financial and other information provided to us by Liberte
and the Purchaser. We have not assumed any responsibility for the information
provided to us and we have further relied upon the assurances of the management
of Liberte that it is unaware of any facts that would make the information
provided to us incomplete or misleading. In arriving at our opinion, we

A-2
<PAGE> 63
January 23, 1996
Page 2

have not performed or obtained any independent appraisal of any of the assets
of Liberte. Our opinion is necessarily based on economic, market and other
conditions, and the information made available to us, as of the date hereof.

Based on the foregoing, it is our opinion that the Transaction is fair, from a
financial point of view, to the public shareholders of Liberte.

We have acted as financial advisor to Liberte in connection with the Transaction
and will receive a fee for such services, payment of a significant portion of
which is contingent upon the consummation of the Transaction.

Very truly yours,

BEAR, STEARNS & CO. INC.

By: /S/ SHELDON STEIN
--------------------------------
Managing Director

A-3
<PAGE> 64

EXHIBIT B

STOCK PURCHASE AGREEMENT

B-1
<PAGE> 65

- --------------------------------------------------------------------------------

STOCK PURCHASE AGREEMENT

BETWEEN

LIBERTE INVESTORS

AND

HUNTER'S GLEN/FORD, LTD.

JANUARY 16, 1996

- --------------------------------------------------------------------------------

B-2
<PAGE> 66

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C> <C>
I. PURCHASE AND SALE.................................................................. B-10
Section 1.1 Purchase of the Shares............................................... B-10
Section 1.2 Purchase Price....................................................... B-10
Section 1.3 Payment.............................................................. B-10
Section 1.4 Transfer Restrictions................................................ B-11
Section 1.5 Lack of Marketability................................................ B-12
(a) No Registration................................................ B-12
(b) No Transfer.................................................... B-12
(c) Limited Registration Rights.................................... B-12
II. CLOSING............................................................................ B-12
Section 2.1 Closing Date......................................................... B-12
Section 2.2 Conditions to the Company's and Newco's Obligation to Close.......... B-12
(a) Representations and Warranties................................. B-12
(b) Covenants...................................................... B-12
(c) Closing Certificate............................................ B-12
(d) Litigation..................................................... B-12
(e) Approvals...................................................... B-13
(f) Legal Opinion.................................................. B-13
(g) Secretary's Certificate........................................ B-13
(h) Other.......................................................... B-13
Section 2.3 Conditions to the Purchaser's Obligation to Close.................... B-13
(a) Representations and Warranties................................. B-13
(b) Covenants...................................................... B-13
(c) Closing Certificate............................................ B-13
(d) Litigation..................................................... B-13
(e) Approvals...................................................... B-14
(f) Reorganization................................................. B-14
(g) Listing........................................................ B-14
(h) Environmental Matters.......................................... B-14
(i) No Material Adverse Change..................................... B-14
(j) Legal Opinion.................................................. B-14
(k) Secretary's Certificate of the Company......................... B-14
(l) Secretary's Certificate of Newco............................... B-15
(m) Other.......................................................... B-15
III. REPRESENTATIONS AND WARRANTIES..................................................... B-15
Section 3.1 Representations and Warranties of the Company and Newco.............. B-15
(a) Organization................................................... B-15
(b) Power and Authority............................................ B-15
(c) Execution, Delivery, and Enforceability........................ B-16
(d) Consents....................................................... B-16
(e) Conflicts...................................................... B-16
(f) Compliance With Applicable Laws................................ B-16
(g) Permits........................................................ B-17
(h) Registration Rights............................................ B-17
(i) Compliance with Organizational Documents....................... B-17
(j) Corporate and Accounting Records............................... B-17
(k) Enforceability of Current Transfer Restrictions................ B-17
(l) Employee Benefit Plans......................................... B-17
(m) Capitalization................................................. B-18
(n) Issuance of the Shares......................................... B-19
(o) Exchange Act Reports........................................... B-19
</TABLE>

B-3
<PAGE> 67

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C> <C>
(p) Financial Statements........................................... B-19
(q) Material Contracts............................................. B-20
(r) Investments.................................................... B-20
(s) Environmental Matters.......................................... B-20
(t) Litigation..................................................... B-21
(u) Taxes.......................................................... B-21
(v) Subsidiaries................................................... B-22
(w) No Broker...................................................... B-22
Section 3.2 Representations and Warranties of the Purchaser...................... B-22
(a) Organization................................................... B-22
(b) Power and Authority............................................ B-22
(c) Execution, Delivery, and Enforceability........................ B-22
(d) Consents....................................................... B-22
(e) Conflicts...................................................... B-22
(f) Compliance with Applicable Laws................................ B-23
(g) Funding of the Purchase........................................ B-23
(h) Sophisticated Investor......................................... B-23
(i) No Broker...................................................... B-23
IV. COVENANTS.......................................................................... B-23
Section 4.1 Reasonable Efforts to Close.......................................... B-23
Section 4.2 Access to the Company................................................ B-24
Section 4.3 Operation of the Company and Newco Pending the Closing............... B-24
(a) Representations, Warranties, and Covenants..................... B-24
(b) Operate the Business in the Ordinary Course.................... B-24
(c) No Material Adverse Change..................................... B-24
(d) No Transactions in Shares...................................... B-24
(e) No Dividends................................................... B-24
(f) No Borrowing................................................... B-24
(g) No Liens....................................................... B-24
(h) No Changes to Contracts........................................ B-24
(i) Real Property.................................................. B-24
(j) Extraordinary Corporate Transactions........................... B-24
(k) Board Composition.............................................. B-25
(l) Amendments..................................................... B-25
(m) Properties..................................................... B-25
(n) Rights......................................................... B-25
(o) Compensation................................................... B-25
(p) Accounting..................................................... B-25
(q) Acquisitions................................................... B-25
(r) Loans to Affiliates............................................ B-25
(s) Capital Expenditures........................................... B-25
(t) No Agreements Concerning the Foregoing......................... B-26
Section 4.4 Charter and Bylaws................................................... B-26
Section 4.5 Shareholder Meeting.................................................. B-26
Section 4.6 Proxy Statement/Prospectus........................................... B-26
Section 4.7 Delaware Section 203................................................. B-26
Section 4.8 Stock Exchange Application........................................... B-26
Section 4.9 Fairness Opinion..................................................... B-27
Section 4.10 No Shopping.......................................................... B-27
Section 4.11 Registration Rights.................................................. B-27
Section 4.12 Insurance............................................................ B-27
Section 4.13 No Disclosure of Confidential Information............................ B-27
(a) Advisors....................................................... B-28
(b) Public Information............................................. B-28
(c) Required by Law................................................ B-28
(d) Tax Returns.................................................... B-28
</TABLE>

B-4
<PAGE> 68

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C> <C>
Section 4.14 No Options........................................................... B-28
Section 4.15 No Waiver of Transfer Restrictions................................... B-28
Section 4.16 Press Release........................................................ B-28
Section 4.17 Reasonable Efforts................................................... B-28
Section 4.18 Notification of Certain Matters...................................... B-28
Section 4.19 Newco Matters........................................................ B-29
V. INDEMNIFICATION.................................................................... B-29
Section 5.1 Indemnification of the Purchaser..................................... B-29
(a) Breaches of Representations and Warranties..................... B-29
(b) Breaches of Covenants.......................................... B-29
Section 5.2 Indemnification Procedure............................................ B-29
(a) Notice......................................................... B-29
(b) Defense of Claim............................................... B-29
(c) Survival....................................................... B-30
Section 5.3 Non-Exclusivity of Remedies.......................................... B-30
VI. TERMINATION........................................................................ B-30
Section 6.1 Termination of this Agreement........................................ B-30
(a) Consent........................................................ B-30
(b) Purchaser's Discretion......................................... B-30
(c) Down Payment................................................... B-30
(d) Fairness Opinion............................................... B-30
(e) Fiduciary Out.................................................. B-30
(f) Shareholder Vote............................................... B-31
(g) Breach by the Purchaser........................................ B-31
(h) Breach by the Company or Newco................................. B-31
(i) Outside Date................................................... B-31
Section 6.2 Effect of Termination................................................ B-31
(a) General........................................................ B-31
(b) Release of Down Payment........................................ B-32
(c) Break-Up Fee................................................... B-32
(d) Breach by the Purchaser........................................ B-32
Section 6.3 Confidentiality of Certain Information............................... B-32
VII. ARBITRATION........................................................................ B-32
Section 7.1 Pre-Arbitration Meeting.............................................. B-32
Section 7.2 Arbitration Proceedings.............................................. B-32
Section 7.3 Place of Arbitration................................................. B-33
Section 7.4 Judgments............................................................ B-33
Section 7.5 Expenses............................................................. B-33
Section 7.6 Equitable Remedies................................................... B-33
VIII. GENERAL............................................................................ B-33
Section 8.1 Amendment............................................................ B-33
Section 8.2 Counterparts......................................................... B-33
Section 8.3 Definitions.......................................................... B-33
(a) Affiliate...................................................... B-33
(b) Applicable Law................................................. B-33
(c) Business Day................................................... B-33
(d) Claim.......................................................... B-34
(e) Confidential Information....................................... B-34
(f) Contract....................................................... B-34
(g) Environmental Claim............................................ B-34
(h) Environmental Law.............................................. B-34
(i) Environmental Noncompliance.................................... B-34
(j) Hazardous Material............................................. B-34
</TABLE>

B-5
<PAGE> 69

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C> <C>
(k) Law Affecting Creditors' Rights................................ B-35
(l) Lawsuit........................................................ B-35
(m) Lien........................................................... B-35
(n) Material Adverse Change........................................ B-35
(o) Person......................................................... B-35
(p) Proposal....................................................... B-35
(q) Tax............................................................ B-35
Section 8.4 Effects of the Reorganization........................................ B-35
Section 8.5 Entire Agreement..................................................... B-35
Section 8.6 Expenses............................................................. B-36
Section 8.7 Further Assurances................................................... B-36
Section 8.8 Governing Law........................................................ B-36
Section 8.9 Headings............................................................. B-36
Section 8.10 Injunctive Relief.................................................... B-36
Section 8.11 No Assignment........................................................ B-36
Section 8.12 No Third-Party Beneficiaries......................................... B-36
Section 8.13 Notices.............................................................. B-36
Section 8.14 Performance on Business Days......................................... B-37
Section 8.15 Plural and Singular Words............................................ B-37
Section 8.16 Pronouns............................................................. B-37
Section 8.17 Severability......................................................... B-37
Section 8.18 Successors........................................................... B-37
Section 8.19 Survivability........................................................ B-37
Section 8.20 Waiver............................................................... B-37

SIGNATURE PAGE............................................................................ B-38
</TABLE>

B-6
<PAGE> 70

INDEX OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- ---------------------------------------------------------------------------------
<S> <C>
A Legal Opinion
B Registration Rights Agreement
C Agreement Clarifying Registration Rights
</TABLE>

B-7
<PAGE> 71

INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
DEFINED TERM PAGE
- -------------------------------------------------------------------------------------- ----
<S> <C>
accredited investor................................................................... B-23
Affiliate............................................................................. B-33
Agreement............................................................................. B-10
Alternative Proposal.................................................................. B-27
Applicable Law........................................................................ B-33
Audited Financial Statements.......................................................... B-19
Business Day.......................................................................... B-33
Claim................................................................................. B-34
Clarification Agreement............................................................... B-27
Closing............................................................................... B-12
Closing Date.......................................................................... B-12
Code.................................................................................. B-10
Commission............................................................................ B-19
Common Stock.......................................................................... B-10
Company............................................................................... B-10
Company Benefit Plans................................................................. B-17
Confidential Information.............................................................. B-34
Contract.............................................................................. B-34
Disclosure Letter..................................................................... B-16
Down Payment.......................................................................... B-10
Environmental Claim................................................................... B-34
Environmental Law..................................................................... B-34
Environmental Noncompliance........................................................... B-34
ERISA................................................................................. B-17
Escrow Agent.......................................................................... B-10
Exchange Act.......................................................................... B-19
Fairness Opinion...................................................................... B-27
Financial Statements.................................................................. B-19
GAAP.................................................................................. B-19
Hazardous Material.................................................................... B-34
HSR Act............................................................................... B-22
Interim Financial Statements.......................................................... B-19
Investment Banker..................................................................... B-27
Law Affecting Creditors' Rights....................................................... B-35
Lawsuit............................................................................... B-35
Lien.................................................................................. B-35
Material Adverse Change............................................................... B-35
Material Contracts.................................................................... B-20
Newco................................................................................. B-10
NOL................................................................................... B-10
Person................................................................................ B-35
Proposal.............................................................................. B-35
Proxy Statement/Prospectus............................................................ B-26
Purchase Price........................................................................ B-10
Purchaser............................................................................. B-10
Purchaser Indemnitees................................................................. B-29
Registration Rights Agreement......................................................... B-27
Rules of Arbitration.................................................................. B-32
SEC Filings........................................................................... B-19
Securities Act........................................................................ B-11
</TABLE>

B-8
<PAGE> 72

<TABLE>
<CAPTION>
DEFINED TERM PAGE
- -------------------------------------------------------------------------------------- ----
<S> <C>
Shares................................................................................ B-10
Subsidiaries.......................................................................... B-22
Tax................................................................................... B-35
Transfer.............................................................................. B-11
Transfer Restriction Opinion.......................................................... B-26
</TABLE>

B-9
<PAGE> 73

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement"), dated as of January 16,
1996, is between Liberte Investors, a Massachusetts business trust (the
"Company"), and Hunter's Glen/Ford, Ltd., a Texas limited partnership (the
"Purchaser").

RECITALS

WHEREAS, the Company desires to reorganize into a Delaware corporation
("Newco");

WHEREAS, following such reorganization, the Purchaser desires to purchase
from Newco at least 37% of the common stock of Newco (the "Common Stock") on a
fully diluted basis;

WHEREAS, the Company desires to cause Newco to sell such shares of Common
Stock to the Purchaser; and

WHEREAS, the Company and the Purchaser therefore desire to enter into this
Agreement pursuant to which the Purchaser will purchase such shares of Common
Stock from Newco, upon the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the terms
and conditions of this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound by this Agreement, the Company and the Purchaser agree as follows:

I. PURCHASE AND SALE

SECTION 1.1 PURCHASE OF THE SHARES. At the Closing, the Company shall
cause Newco to sell to the Purchaser, and the Purchaser shall purchase from
Newco, 7,137,863 shares of Common Stock (the "Shares"), provided that if the
Company, Newco, and the Purchaser are each reasonably satisfied that the
purchase of 8,102,439 shares of Common Stock would not cause Newco's use of the
Company's net operating loss ("NOL") carryforwards to be restricted under
Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), the
Company shall instead cause Newco to sell to the Purchaser, and the Purchaser
shall instead purchase from Newco, 8,102,439 shares of Common Stock, which shall
then be considered the "Shares" for all purposes of this Agreement.

SECTION 1.2 PURCHASE PRICE. The purchase price (the "Purchase Price") for
the Shares shall be $20,342,910 if the number of Shares is 7,137,863 or
$23,091,951 if the number of Shares is 8,102,439 ($2.85 per Share, although the
Purchaser may not purchase other than the number of shares of Common Stock
specified in Section 1.1).

SECTION 1.3 PAYMENT. On or before 5:00 p.m., Central Time, on January 19,
1996, the Purchaser shall make a $2,000,000 down payment on the Purchase Price
(including any interest earned on such amount, but less any escrow fees and
expenses, the "Down Payment") to such financial institution or other Person
mutually acceptable to the Company and the Purchaser as escrow agent (the
"Escrow Agent"), pursuant to an escrow agreement in form and substance
satisfactory to the Company and the Purchaser in their reasonable discretion.
The Down Payment shall be held in interest bearing investments agreed to by the
Company and the Purchaser until such time as the Down Payment is applied or
released

B-10
<PAGE> 74

pursuant to the terms of this Agreement. At the Closing, the Purchaser shall
pay an amount equal to the Purchase Price less the Down Payment to Newco by
wire transfer of immediately available funds to such account as Newco shall
specify to the Purchaser in writing, the Down Payment shall be delivered by the
Escrow Agent to Newco, and Newco shall deliver to the Purchaser the certificate
or certificates evidencing the Shares.

SECTION 1.4 TRANSFER RESTRICTIONS. The Purchaser may not directly or
indirectly (including by operation of law) assign, bequeath, sell, or otherwise
transfer or dispose of (collectively, "Transfer") any of the Shares unless: (a)
such Transfer is pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), and the securities
laws of any applicable state or other jurisdiction, or such Transfer is exempt
from registration under such laws, and (b) such Transfer does not violate the
Transfer restrictions to be set forth in Newco's Certificate of Incorporation.
Each stock certificate representing the Shares and any subsequent stock
certificates deriving from such certificates shall bear the following legends:

THE ISSUANCE OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE
SHARES MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER IS REGISTERED UNDER THE
SECURITIES ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER
JURISDICTION, OR SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH LAWS.
ANY PERSON DESIRING TO TRANSFER THESE SHARES PURSUANT TO SUCH AN EXEMPTION
SHALL DELIVER TO THE COMPANY AN OPINION FROM LEGAL COUNSEL ACCEPTABLE TO
THE COMPANY OPINING UPON THE AVAILABILITY OF SUCH EXEMPTION, WHICH OPINION
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY.

THE COMPANY'S CERTIFICATE OF INCORPORATION ALSO RESTRICTS THE TRANSFER
OF THE COMPANY'S EQUITY SECURITIES, INCLUDING THESE SHARES, IN CONNECTION
WITH THE PRESERVATION OF CERTAIN TAX ATTRIBUTES OF THE COMPANY. A COPY OF
THE COMPANY'S CERTIFICATE OF INCORPORATION IS ON FILE AT THE COMPANY'S
PRINCIPAL OFFICE.

IN ADDITION, THE TRANSFER OF THESE SHARES IS RESTRICTED UNDER A STOCK
PURCHASE AGREEMENT, DATED AS OF JANUARY 16, 1996, BETWEEN THE COMPANY AND
HUNTER'S GLEN/FORD, LTD. A COPY OF THIS AGREEMENT IS ON FILE AT THE
COMPANY'S PRINCIPAL OFFICE.

IN ACCORDANCE WITH THE PROVISIONS OF SECTION 151(f) OF THE DELAWARE
GENERAL CORPORATION LAW, THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK OR SERIES THEREOF OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS,
OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

Notwithstanding the foregoing, the legends placed on subsequent stock
certificates shall be revised as circumstances warrant, including removing the
first legend to

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the extent such legend is not required under applicable securities laws. In
addition, nothing in this section shall prohibit the Purchaser from encumbering,
hypothecating, mortgaging, or pledging any of the Shares.

SECTION 1.5 LACK OF MARKETABILITY. The Purchaser acknowledges that:

(A) NO REGISTRATION. Based upon the representations and warranties of
the Purchaser set forth in this Agreement, Newco will not register the
issuance of the Shares under: (i) the Securities Act, based upon the
exemption from registration set forth in Section 4(2) of such act and
Regulation D promulgated under such act, (ii) the Texas Securities Act,
based upon the exemption set forth in Rule 109.13(k) promulgated under such
act, and (iii) the securities laws of any other state or jurisdiction.

(B) NO TRANSFER. The Purchaser must hold the Shares indefinitely until
the Transfer of such Shares is: (i) registered under the Securities Act and
the securities laws of any applicable state or other jurisdiction, or such
Transfer is exempt from registration under such laws, and (ii) permitted
under the Transfer restrictions contained in this Agreement and Newco's
Certificate of Incorporation.

(C) LIMITED REGISTRATION RIGHTS. Except as contemplated under Section
4.11, Newco will be under no obligation to register the Purchaser's
transfer of its Shares under the Securities Act or the securities laws of
any state or other jurisdiction.

II. CLOSING

SECTION 2.1 CLOSING DATE. The consummation of the purchase of the Shares
(the "Closing") shall occur as soon as practicable after the conditions set
forth in Sections 2.2 and 2.3 have been satisfied or waived. The date of the
Closing is referred to in this Agreement as the "Closing Date." The Closing
shall occur on such day at the offices of Gibson, Dunn & Crutcher, 1717 Main
Street, Suite 5400, Dallas, Texas 75201, commencing at 10:00 a.m., or at such
other place and time as the Company, Newco, and the Purchaser shall agree.

SECTION 2.2 CONDITIONS TO THE COMPANY'S AND NEWCO'S OBLIGATION TO
CLOSE. The Company's and Newco's obligation to close shall be subject to the
satisfaction of the following conditions, which the Company and Newco may waive:

(A) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Purchaser set forth in this Agreement shall have been true and
correct as of the date of this Agreement and the Closing Date as though
made as of such time.

(B) COVENANTS. The Purchaser shall have performed in all material
respects all agreements, covenants, and obligations that it is required to
perform under this Agreement prior to the Closing.

(C) CLOSING CERTIFICATE. The Purchaser shall have delivered to Newco a
certificate confirming the satisfaction of the conditions set forth in
Paragraphs (a) and (b) above.

(D) LITIGATION. No injunction shall have been granted against Newco,
the Company, or the Purchaser enjoining any transaction contemplated by
this Agreement.

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(E) APPROVALS. All material governmental and third-party approvals,
authorizations, and consents with respect to the transactions contemplated
by this Agreement, including those items described or referred to in
Section 3.1(d), shall have been obtained.

(F) LEGAL OPINION. The Company and Newco shall have received from
their legal counsel an opinion, in form and substance satisfactory to them
in their reasonable discretion, dated as of the Closing Date, opining that
upon the reorganization of the Company, Newco succeeded to the Company's
NOL carryforwards, and the transactions contemplated under this Agreement
as identified in such opinion will not restrict Newco's use of such NOL
carryforwards under Section 382 of the Code. In addition, the Company and
Newco shall have obtained the Transfer Restriction Opinion for the
Purchaser, which shall be in form and substance satisfactory to them in
their reasonable discretion and addressed to them as well as the Purchaser.

(G) SECRETARY'S CERTIFICATE. The Purchaser shall have delivered to the
Company and Newco a Secretary's Certificate, in form and substance
satisfactory to them in their reasonable discretion, which shall include:

(i) PARTNERSHIP CERTIFICATE. A copy of the Purchaser's Certificate
of Limited Partnership, certified by the Texas Secretary of State not
more than five days before the Closing Date.

(ii) PARTNERSHIP AGREEMENT. A copy of the Purchaser's Agreement of
Limited Partnership.

(H) OTHER. The Purchaser shall have delivered to the Company and Newco
such other certificates, documents, and instruments as they may reasonably
request in connection with this Agreement.

SECTION 2.3 CONDITIONS TO THE PURCHASER'S OBLIGATION TO CLOSE. The
Purchaser's obligation to close shall be subject to the satisfaction of the
following conditions, which the Purchaser may waive:

(A) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company and Newco set forth in this Agreement shall have been true
and correct as of the date of this Agreement and the Closing Date as though
made as of such time, without taking into account any updates made to
Schedules 3.1(s), 3.1(t), or 3.1(u) of the Disclosure Letter.

(B) COVENANTS. The Company and Newco shall have performed in all
material respects all agreements, covenants, and obligations that they are
required to perform under this Agreement prior to the Closing.

(C) CLOSING CERTIFICATE. The Company and Newco shall have delivered to
the Purchaser a certificate confirming the satisfaction of the conditions
set forth in Paragraphs (a) and (b) above.

(D) LITIGATION. No injunction shall have been granted against Newco,
the Company, or the Purchaser enjoining any transaction contemplated by
this Agreement. In addition, no Lawsuit shall be pending or threatened
before any court or governmental agency seeking to enjoin the Closing or
seeking damages against the Company, Newco, or the Purchaser or any of
their respective directors, officers, or partners, as a result of any of
the transactions contemplated by this Agreement, provided that nothing in
this paragraph shall affect the right of the Company and Newco to seek
redress for the Purchaser's breach of this Agreement.

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(E) APPROVALS. All material governmental and third-party approvals,
authorizations, and consents with respect to the transactions contemplated
by this Agreement, including these items described or referred to in
Section 3.2(d), shall have been obtained.

(F) REORGANIZATION. The Company and Newco shall have completed all of
the transactions contemplated in the Proposal, other than the termination
of the Company.

(G) LISTING. The Common Stock shall have been approved for listing on
either the New York Stock Exchange, the American Stock Exchange, or the
National Market of the National Association of Securities Dealers Automated
Quotation System.

(H) ENVIRONMENTAL MATTERS. No Environmental Noncompliance shall exist
and no Environmental Claims shall have been made with respect to any
property ever owned by the Company or Newco, except where such
Environmental Noncompliance or Environmental Claims would not, individually
or in the aggregate, have a material adverse effect on the business,
financial condition, assets, results of operations, or prospects of the
Company or Newco. In addition, neither the Company nor Newco shall have
received any Claims from any governmental entity seeking any information or
alleging any violation of any Environmental Law, except where such
violations would not, individually or in the aggregate, have a material
adverse effect on the business, financial condition, assets, results of
operations, or prospects of the Company or Newco.

(I) NO MATERIAL ADVERSE CHANGE. The Company shall not have undergone
any Material Adverse Change during the period beginning on the date of the
Interim Financial Statements until the date of the reorganization, and
Newco shall not have undergone any Material Adverse Change since the
reorganization.

(J) LEGAL OPINION. The Purchaser shall have received from the
Company's and Newco's legal counsel, which counsel shall be acceptable to
the Purchaser in its reasonable discretion, one or more opinions, in form
and substance satisfactory to the Purchaser in its reasonable discretion,
dated as of the Closing Date, opining upon the matters set forth in Exhibit
A to this Agreement. The Purchaser acknowledges that the following law
firms used by the Company are acceptable to the Purchaser: (i) Gibson, Dunn
& Crutcher, (ii) Hale & Dorr, (iii) Hughes & Luce, L.L.P., and (iv) Morris,
Nichols, Arsht & Tunnell.

(K) SECRETARY'S CERTIFICATE OF THE COMPANY. The Company shall have
delivered to the Purchaser a Secretary's Certificate, in form and substance
satisfactory to the Purchaser in its reasonable discretion, which shall
include:

(i) DECLARATION OF TRUST. A copy of the Company's Declaration of
Trust certified by the Massachusetts Secretary of State not more than
five days before the Closing Date.

(ii) BYLAWS. A copy of the Company's Bylaws.

(iii) RESOLUTIONS. A copy of the resolutions that the Company's
Board of Trustees and shareholders adopted approving this Agreement and
the Proposal and the sale of the Shares to the Purchaser, as applicable.

(iv) INCUMBENCY CERTIFICATE. An incumbency certificate setting
forth the names, offices, and signatures of the

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Company's officers who execute any documents on behalf of the Company
in connection with this Agreement.

(L) SECRETARY'S CERTIFICATE OF NEWCO. Newco shall have delivered to
the Purchaser a Secretary's Certificate, in form and substance satisfactory
to the Purchaser in its reasonable discretion, which shall include:

(i) CHARTER. A copy of the Newco's Certificate of Incorporation
certified by the Delaware Secretary of State not more than five days
before the Closing Date.

(ii) BYLAWS. A copy of Newco's Bylaws.

(iii) GOOD STANDING CERTIFICATE. A long-form certificate from the
Delaware Secretary of State, dated as of the Closing Date or a
reasonable number of days before such date, stating that Newco is in
existence and good standing under the laws of the State of Delaware and
describing each document comprising Newco's Certificate of
Incorporation.

(iv) RESOLUTIONS. A copy of the resolutions that Newco's Board of
Directors adopted approving this Agreement and the Proposal and the sale
of the Shares to the Purchaser, as applicable.

(v) INCUMBENCY CERTIFICATE. An incumbency certificate setting
forth the names, offices, and signatures of Newco's officers who
execute any documents on behalf of Newco in connection with this
Agreement.

(M) OTHER. The Company and Newco shall have delivered to the Purchaser
such other certificates, documents, and instruments as the Purchaser may
reasonably request in connection with this Agreement.

III. REPRESENTATIONS AND WARRANTIES

SECTION 3.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO. The
Company and Newco jointly and severally represent and warrant to the Purchaser
as follows (provided that such representations and warranties shall be made by
Newco immediately prior to the Closing):

(A) ORGANIZATION. The Company is a business trust validly existing
under the laws of the Commonwealth of Massachusetts and is qualified to
transact business as a foreign business trust in each jurisdiction where
the failure to qualify could have a material adverse effect upon the
business, financial condition, assets, results of operations, or prospects
of the Company. At the Closing, Newco will be a corporation validly
existing and in good standing under the laws of the State of Delaware and
will be qualified to transact business in each jurisdiction where the
failure to qualify could have a material adverse effect upon the business,
financial condition, assets, results of operations, or prospects of Newco.
The Company has delivered to the Purchaser true and complete copies of the
Company's Declaration of Trust and Bylaws and at or before the Closing
Newco will have delivered to the Purchaser true and complete copies of its
Certificate of Incorporation and Bylaws.

(B) POWER AND AUTHORITY. The Company possesses the power and authority
to execute, deliver, and perform this Agreement, and at the Closing Newco
will possess the power and authority to perform this Agreement, subject to
obtaining

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any approval, authorization, consent, or waiver or giving any notice
described or referred to in Section 3.1(d). Other than as described
or referred to in Section 3.1(d), no approvals, authorizations, consents,
or waivers or the giving of any notice are required for Newco to assume the
Company's obligations under this Agreement, including the sale of the
Shares to the Purchaser. The Company possesses, and at the Closing Newco
will possess, the power and authority to own its properties and carry on
its business as presently conducted by the Company.

(C) EXECUTION, DELIVERY, AND ENFORCEABILITY. The Company has duly
authorized, executed, and delivered this Agreement, and this Agreement
constitutes a valid, legal, and binding obligation of the Company, and at
the Closing this Agreement will constitute a valid, legal, and binding
obligation of Newco, enforceable against the Company and Newco in
accordance with its terms, subject to any Law Affecting Creditors' Rights
and the approval of the Proposal and the sale of the Shares to the
Purchaser by the Company's shareholders.

(D) CONSENTS. Except as described in Schedule 3.1(d) of the letter
from the Company to the Purchaser delivered upon the execution and delivery
of this Agreement that describes certain exceptions and other items in
connection with the representations and warranties of the Company and Newco
under this Agreement (the "Disclosure Letter"), the execution and delivery
of this Agreement by the Company, and the consummation of the transactions
contemplated by this Agreement by the Company and Newco, do not require the
Company or Newco to obtain, give, or make any approval, consent, filing,
registration, notice, or take any other action, by or with any third party
or governmental entity, except where the failure to obtain, give, or make
such approval, consent, filing, registration, notice, or other action would
not, individually or in the aggregate, have a material adverse effect on
the business, financial condition, assets, results of operations, or
prospects of the Company or Newco, or on the Company's or Newco's ability
to consummate the transactions contemplated by this Agreement.

(E) CONFLICTS. Except as described in Schedule 3.1(e) of the
Disclosure Letter, the Company's execution and delivery, and the Company's
and Newco's performance, of this Agreement will not conflict with,
constitute a breach or violation of, result in a Lien against, or give rise
to any default or right of acceleration, cancellation, or termination with
respect to any arrangement or Contract to which the Company or Newco is a
party or by which any of their assets are bound (or give rise to an event
that with notice, lapse of time, or both, would result in such a conflict,
breach, violation, Lien, default, or right), including the Company's
Declaration of Trust and Bylaws and Newco's Certificate of Incorporation
and Bylaws, except where the conflict, breach, violation, Lien, default, or
right of acceleration, cancellation, or termination would not, individually
or in the aggregate, have a material adverse effect on the business,
financial condition, assets, results of operations, or prospects of the
Company or Newco, or on the Company's or Newco's ability to consummate the
transactions contemplated by this Agreement.

(F) COMPLIANCE WITH APPLICABLE LAWS. The Company and Newco have
complied with all Applicable Laws the violation of which would,
individually or in the aggregate, have a material adverse effect on the
business, financial condition, assets, results of operations, or prospects
of the Company or Newco. The Company's execution and delivery, and the
Company's and Newco's performance, of this Agreement will not violate any
Applicable Laws. In addition, at the date of this Agreement, no Lawsuit by
or before any court or other governmental entity exists, or to the
knowledge of the Company or Newco is threatened, that would prohibit the
Company or Newco from consummating any of the transactions contemplated by
this Agreement or seek damages with respect to any such transaction.

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(G) PERMITS. Except as described in Schedule 3.1(g) of the Disclosure
Letter, the Company and Newco possess all authorizations, certificates,
franchises, licenses, and permits necessary for the lawful conduct of their
respective business, except where the failure to possess such
authorizations, certificates, franchises, licenses, and permits would not,
individually or in the aggregate, have a material adverse effect on the
business, financial condition, assets, results of operations, or prospects
of the Company or Newco.

(H) REGISTRATION RIGHTS. Except as described in Schedule 3.1(h) of the
Disclosure Letter and the Registration Rights Agreement, neither the
Company has, nor will Newco have as of the Closing Date, any obligation to
register any shares of beneficial interest or any shares of Common Stock,
respectively.

(I) COMPLIANCE WITH ORGANIZATIONAL DOCUMENTS. Except as described in
Schedule 3.1(i) of the Disclosure Letter, the Company is in compliance with
all provisions of its Declaration of Trust and Bylaws, and at the Closing,
Newco will be in compliance with all provisions of its Certificate of
Incorporation and Bylaws.

(J) CORPORATE AND ACCOUNTING RECORDS. The minute books of the Company
accurately reflect in all material respects all actions taken to the date
of this Agreement by the Company's Board of Trustees, committees of its
Board of Trustees, and shareholders, except for those matters described in
Schedule 3.1(j) of the Disclosure Letter for which minutes of such actions
have not yet been prepared or approved. The stock certificate books and
records of the Company accurately reflect the ownership of the shares of
beneficial interest in the Company. The Company maintains accounting
records that fairly reflect, in all material respects, the Company's
transactions.

(K) ENFORCEABILITY OF CURRENT TRANSFER RESTRICTIONS. To the Company's
knowledge, except as described in Schedule 3.1(k) of the Disclosure Letter,
the transfer restrictions contained in the Company's Declaration of Trust
are currently enforceable, and have been enforced or waived in accordance
with the Declaration of Trust. At the Closing, the transfer restrictions
contained in Newco's Certificate of Incorporation will be enforceable.

(L) EMPLOYEE BENEFIT PLANS. Schedule 3.1(l) of the Disclosure Letter
lists all employee benefit plans and collective bargaining, labor, and
employment agreements or other similar benefit arrangements to which either
the Company or Newco is a party or by which either the Company or Newco is
bound that will have any effect or impose any liability or obligation on
the Company or Newco after March 31, 1996 (collectively, the "Company
Benefit Plans"), including: (i) any profit-sharing, deferred compensation,
bonus, stock option, stock purchase, pension, retainer, consulting,
retirement, severance, welfare, or incentive plan, agreement, or
arrangement, (ii) any plan, agreement, or arrangement providing for "fringe
benefits" or perquisites to employees, officers, trustees, or agents,
including benefits relating to automobiles, clubs, vacation, child care,
parenting, sabbatical, sick leave, medical, dental, hospitalization, life
insurance, and other types of insurance, (iii) any employment agreement not
terminable on 30 days (or less) written notice, or (iv) any other "employee
benefit plan" within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). True and complete copies
of the Company Benefit Plans, current descriptive booklets, and summary
plan descriptions of the Company Benefit Plans, any relevant trust
agreements, insurance policies, or contracts, and if applicable, the most
recent annual return on Form 5500 (or equivalent form) have been made
available to the Purchaser. To the extent applicable, the Company Benefit
Plans comply, in all material respects, with the requirements of ERISA and
the Code. Neither any Company Benefit Plan nor the Company or Newco has
incurred any liability or penalty under Section 4975 of the

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Code or Section 502(i) of ERISA. Each Company Benefit Plan has been
maintained and administered in all material respects in compliance with
its terms and with ERISA and the Code to the extent applicable to such
plan. Except as described in Schedule 3.1(l) of the Disclosure Letter,
there are no pending, or to the knowledge of the Company threatened,
Claims (other than pursuant to the terms of any such plan) against or
otherwise involving any of the Company Benefit Plans and no action has
been brought against or with respect to any Company Benefit Plan, and
neither the Company nor Newco has incurred any liability to any party
with respect to any Company Benefit Plan. All contributions required to
be made to the Company Benefit Plans have been provided for or made.
Except as set forth in Schedule 3.1(l) of the Disclosure Letter, neither
the Company nor Newco maintains or contributes to any plan or arrangement
that provides or has any liability to provide life insurance or medical
or other employee welfare benefits to any employee or former employee
upon his retirement or termination of employment, and neither the Company
nor Newco has represented, promised, or contracted (whether in oral or
written form) to any employee or former employee that it would provide
such benefits. Except as described in Schedule 3.1(l) of the Disclosure
Letter, the execution of, and the performance of the transactions
contemplated by, this Agreement will not constitute an event under any
Company Benefit Plan or other policy, arrangement, trust, or loan that
will or may result in any payment (whether of severance pay or
otherwise), acceleration, forgiveness of indebtedness, vesting,
distribution, increase in benefits or obligation to fund benefits with
respect to any employee. No Company Benefit Plan is subject to Title IV
of ERISA and neither the Company nor Newco has, within six years prior to
the date of this Agreement, contributed to or had any obligation to
contribute to any employee benefit plan subject to Title IV of ERISA. For
purposes of this section, the term "Company" and the term "Newco" include
any entity required to be aggregated with the Company or Newco pursuant
to Code Section 414(b), (c), (m), or (o), respectively, and the
provisions of ERISA or the Code include regulations prescribed under such
provisions.

(M) CAPITALIZATION. The Company is authorized to issue an unlimited
number of shares of beneficial interest, 12,423,208 shares of beneficial
interest have been issued, and 12,153,658 shares of beneficial interest are
outstanding. The Company is also authorized to issue 10,000,000 shares of
preferred stock, none of which have been issued. At the Closing, Newco will
be authorized to issue 10,000,000 shares of preferred stock, par value $.01
per share, in one or more series, and 50,000,000 shares of Common Stock,
par value $.01 per share. Immediately before the Closing, Newco will have
12,153,658 shares of Common Stock issued and outstanding. The Company does
not, and at the Closing Newco will not, have any other equity securities
outstanding, including any options, warrants, or other rights to purchase
any such securities. Except as described in Schedule 3.1(m) of the
Disclosure Letter or as contemplated under this Agreement, there are: (i)
no outstanding Contracts or other rights to subscribe for, purchase, issue,
or grant any rights to acquire any capital stock of the Company or Newco or
to restructure or recapitalize the Company or Newco, (ii) no outstanding
Contracts of the Company or Newco to repurchase, redeem, or otherwise
acquire any of their capital stock, (iii) no outstanding bonds, debentures,
notes, or other indebtedness having general voting rights (or convertible
into securities having general voting rights) of the Company or Newco, or
(iv) no voting trusts or other agreements or understandings to which the
Company or Newco is a party or is bound, or to the knowledge of the Company
or Newco, to which any other Person is a party or is bound, with respect to
the voting of the capital stock of the Company and Newco. Except as
described on Schedule 3.1(m) of the Disclosure Letter, all issued and
outstanding shares of capital stock of the Company were, and of Newco will
be, duly authorized, validly issued, fully paid, and nonassessable. There
are no preemptive rights in respect of any capital stock of the Company or
Newco.

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(N) ISSUANCE OF THE SHARES. Upon the Purchaser's payment for the
Shares and Newco's delivery to the Purchaser of the certificates
representing such Shares, such Shares shall be duly authorized, validly
issued, fully paid, and nonassessable, and not issued in violation of any
preemptive rights.

(O) EXCHANGE ACT REPORTS. Since June 30, 1994, the Company has filed
with the Securities and Exchange Commission (the "Commission") all required
forms, reports, and registration statements, along with any required
amendments (the "SEC Filings.") The Company has made available to the
Purchaser all SEC Filings. As of their respective dates: (i) each SEC
Filing, including the financial statements contained in such filings, was
true and complete in all material respects, (ii) each SEC Filing, including
the financial statements contained in such filing, complied in all material
respects with the Securities Act and the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), as applicable, and the rules and
regulations promulgated under such acts, and (iii) each SEC Filing did not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated in such filing or necessary to make the
statements in such filing, in light of the circumstances under which they
were made, not misleading.

(P) FINANCIAL STATEMENTS.

(i) AUDITED FINANCIAL STATEMENTS. The Company has delivered to the
Purchaser the consolidated balance sheets of the Company as of June
30, 1994 and 1995, and the respective related consolidated statements
of operations, cash flows, and shareholders' equity for the years
then ended (collectively, the "Audited Financial Statements"). The
Audited Financial Statements have been examined by the Company's
auditors, whose report is attached to such financial statements. All
Audited Financial Statements have been prepared in conformity with
generally accepted accounting principles ("GAAP") applied on a
consistent basis (except for changes, if any, disclosed in such
financial statements). The Audited Financial Statements present
fairly, in all material respects, the consolidated financial
condition and results of operations of the Company. Except as
described in Schedule 3.1(p) of the Disclosure Letter: (A) the
Company has not changed any of its significant accounting policies
or procedures since June 30, 1995, and (B) the Company has not
received any annual management letters from its auditors since June
30, 1994.

(ii) UNAUDITED INTERIM FINANCIAL STATEMENTS. The Company has
delivered to the Purchaser a consolidated balance sheet of the Company
as of September 30, 1995, and the related statements of operations, cash
flows, and shareholders' equity for the three-month period then ended
(the "Interim Financial Statements," and collectively with the Audited
Financial Statements, the "Financial Statements"). The Interim Financial
Statements have been prepared in conformity with GAAP applied on a
consistent basis except for changes, if any, disclosed in such financial
statements. The statements of operations and cash flows present fairly
the consolidated results of operations and cash flows of the Company for
the period covered by the Interim Financial Statements, and the balance
sheet presents fairly in all material respects the consolidated
financial condition of the Company as of its date. The Interim Financial
Statements reflect all adjustments (which consist only of normal
recurring adjustments and include estimated provisions for year-end
adjustments) necessary for a fair presentation. As of September 30,
1995, the Company and its subsidiaries did not have any material
liability (actual or contingent) that, in accordance with GAAP applied
on a consistent basis, should have been shown or reflected in the

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Interim Financial Statements but was not, except for the omission of
notes with respect to contingent liabilities that in the aggregate did
not materially exceed contingent liabilities disclosed in the most
recent of the Audited Financial Statements and that were substantially
the same type as so reported.

(iii) NO MATERIAL ADVERSE CHANGES. Except as described in Schedule
3.1(p) of the Disclosure Letter, contemplated by this Agreement, or
disclosed in any SEC Filings filed prior to the date of this Agreement,
since September 30, 1995, the Company and Newco have conducted their
respective businesses only in the ordinary course and in a manner
consistent with the past practice of the Company and, whether or not in
the ordinary course of business, there has not been: (A) any change in
or event affecting the business of the Company or Newco that has had a
material adverse effect on such business or any materially adverse
change or trend in the business, financial condition, assets, results of
operations, or prospects of the Company or Newco, (B) any condition or
action that would be proscribed by (or require consent under) Section
4.3 had it occurred after the date of this Agreement, or (C) any
casualty, loss, damage, or destruction of any real property of the
Company or Newco that has involved or may involve a loss to the Company
or Newco of more than $100,000 in the aggregate.

(iv) NO OTHER LIABILITIES OR CONTINGENCIES. Except as described in
Schedule 3.1(p) of the Disclosure Letter, neither the Company nor Newco
has any material liability of any nature, whether actual or contingent,
whether due or to become due, or whether probable of assertion or not,
except liabilities that: (A) are reflected or disclosed in the most
recent Interim Financial Statements, or (B) were incurred after
September 30, 1995 in the ordinary course of business in a manner
consistent with past practice and are not material in amount.

(Q) MATERIAL CONTRACTS. Schedule 3.1(q) of the Disclosure Letter sets
forth an accurate list of all material Contracts of the Company and Newco
not described in any other schedules of the Disclosure Letter
(collectively with the material Contracts of the Company described in
such other schedules, the "Material Contracts"). The Company and Newco
have made available to the Purchaser complete and correct copies of all
Material Contracts, all of which are in full force and effect. Except as
set forth in Schedule 3.1(q) of the Disclosure Letter or such other
schedule of the Disclosure Letter that describes a Material Contract, the
Company and Newco are not in violation of or default in any material
respect (nor is there any waiver in effect of any event that would
constitute a default but for such waiver) under, and no event has
occurred that (with notice or the lapse of time or both) would constitute
a violation of or default under, any Material Contract. In addition,
except as described in Schedule 3.1(q) of the Disclosure Letter or such
other schedule of the Disclosure Letter that describes a Material
Contract, to the knowledge of the Company and Newco, no other party to
any Material Contract is in breach of the terms, provisions, and
conditions of such Material Contract and no other party to any such
contract has notified the Company or Newco that it intends to breach,
terminate, or modify such contract.

(R) INVESTMENTS. Schedule 3.1(r) of the Disclosure Letter describes
each material investment of the Company in notes receivable and foreclosed
real estate.

(S) ENVIRONMENTAL MATTERS. Except as described in Schedule 3.1(s) of
the Disclosure Letter (which the Company and Newco may update as of the
Closing Date for matters occurring since the date of this Agreement), to
the current actual

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knowledge of the Company's current trustees and officers without any
investigation: (i) no Environmental Claim has been made and no
Environmental Noncompliance has occurred that could reasonably be
expected to have a material adverse effect upon the Company's business,
financial condition, assets, results of operations, or prospects, (ii)
the Company has substantially complied with all Environmental Laws and
has not been named as a potentially responsible party under any
Environmental Laws, and (iii) the Company is not subject to any liability
in connection with any release of any Hazardous Materials into the
environment or subject to any reclamation or remediation requirements
under any Environmental Laws, which liability or requirement would not,
individually or in the aggregate, have a material adverse effect on the
business, financial condition, results of operations, or prospects of the
Company or Newco.

(T) LITIGATION. Except as described in Schedule 3.1(t) of the
Disclosure Letter (which the Company and Newco may update as of the Closing
Date for matters occurring since the date of this Agreement), no Lawsuit
exists, or to the knowledge of the Company or Newco is threatened,
involving the Company or Newco that could either individually, or in the
aggregate with all other Lawsuits or threatened Lawsuits, have a material
adverse effect upon the business, financial condition, assets, results of
operations, or prospects of the Company or Newco.

(U) TAXES. Except as described in Schedule 3.1(u) of the Disclosure
Letter (which the Company and Newco may update as of the Closing Date with
respect to the items described in Subparagraphs (ii), (iii), and (iv) for
matters occurring since the date of this Agreement):

(i) TAX RETURNS. The Company has timely filed all Tax reports and
returns in connection with its assets, business, and employees and has
timely paid and discharged all Tax obligations shown on such reports and
returns. Such Tax reports and returns are accurate and complete in all
material respects and correctly computed the Tax obligation to which
each such report or return pertained. The Company has delivered to the
Purchaser correct and complete copies of each Tax report and return that
the Company has filed during the three years immediately preceding the
date of this Agreement and copies of all federal income tax returns for
which the Company reported an NOL for which an NOL carryforward still
exists.

(ii) NO NOTICES. The Company has not received any notice of any
proposed or outstanding Tax deficiency against or allocable to it, and
the Company has not executed any extension agreement or waiver of any
statute of limitations with respect to the assessment or collection of
any Tax.

(iii) NO AUDITS. Neither the Internal Revenue Service nor any other
authority has contacted the Company concerning a future audit or
examination of the Company's Tax reports and returns and no such audit
or examination has occurred during the three years immediately preceding
the date of this Agreement or is in the process at the date of this
Agreement.

(iv) NO TAX LIENS. No Tax liens exist with respect to any assets of
the Company or any Subsidiary.

(v) NOL CARRYFORWARDS. The Company has, and by the Closing Date
Newco will succeed to, NOL carryforwards in excess of $200,000,000
available for federal income and alternative minimum tax purposes that
are not limited by Section 382 of the Code.

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(vi) NO IRS AGREEMENTS. To the knowledge of the Company's current
trustees and officers, the Company has not received a tax ruling or
entered into a closing agreement with the Internal Revenue Service that
would have any continuing effect after the Closing.

(V) SUBSIDIARIES. Schedule 3.1(v) of the Disclosure Letter lists all
subsidiaries of the Company and Persons in which the Company holds an
equity interest (the "Subsidiaries").

(W) NO BROKER. Except as described in Schedule 3.1(w) of the
Disclosure Letter, the Company does not have any obligation or liability to
any broker, finder, or other Person for any broker or similar services with
respect to the sale of the Shares to the Purchaser.

SECTION 3.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Company and Newco as follows:

(A) ORGANIZATION. The Purchaser is a limited partnership validly
existing under the laws of the State of Texas.

(B) POWER AND AUTHORITY. The Purchaser possesses the power and
authority to execute, deliver, and perform this Agreement, subject to
obtaining any approval, authorization, consent, or waiver or giving any
notice. The Purchaser also possesses the power and authority to own its
properties and carry on its business as presently conducted.

(C) EXECUTION, DELIVERY, AND ENFORCEABILITY. The Purchaser has duly
authorized, executed, and delivered this Agreement, and this Agreement
constitutes a valid, legal, and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, subject to
any Law Affecting Creditors' Rights.

(D) CONSENTS. The execution and delivery of this Agreement by the
Purchaser and the consummation of the transactions contemplated by this
Agreement by the Purchaser do not require the Purchaser to obtain, give, or
make any approval, consent, filing, registration, notice, or take any other
action, by or with any third party or governmental entity other than the
notification report required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), except where the
failure to obtain, give, or make such approval, consent, filing,
registration, notice, or other action would not, individually or in the
aggregate, have a material adverse effect on the business, financial
condition, assets, results of operations, or prospects of the Purchaser, or
on the Purchaser's ability to consummate the transactions contemplated by
this Agreement.

(E) CONFLICTS. The Purchaser's execution, delivery, and performance of
this Agreement will not conflict with, constitute a breach or violation of,
result in a Lien against, or give rise to any default or right of
acceleration, cancellation, or termination with respect to any arrangement
or Contract to which the Purchaser is a party or by which any of the
Purchaser's assets are bound (or give rise to an event that with notice,
lapse of time, or both, would result in such a conflict, breach, violation,
Lien, default, or right), including the Agreement of Limited Partnership of
the Purchaser, except where the conflict, breach, violation, Lien, default,
or right of acceleration, cancellation, or termination would not,
individually or in the aggregate, have a material adverse effect on the
business, financial condition, assets, results of operations, or prospects
of the Purchaser, or on the Purchaser's ability to consummate the
transactions contemplated by this Agreement.

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(F) COMPLIANCE WITH APPLICABLE LAWS. The Purchaser has complied with
all Applicable Laws the violation of which would, individually or in the
aggregate, have a material adverse effect on the business, financial
condition, assets, results of operations, or prospects of the Purchaser,
and its execution, delivery, and performance of this Agreement will not
violate any Applicable Laws. In addition, at the date of this Agreement,
no Lawsuit by or before any court or other governmental entity exists, or
to the knowledge of the Purchaser is threatened, that would prohibit the
Purchaser from consummating the transactions contemplated by this
Agreement or seek damages with respect to any such transaction.

(G) FUNDING OF THE PURCHASE. The Purchaser possesses adequate cash
reserves and financing commitments to fund the purchase of the Shares. To
the extent that the Purchaser will finance such purchase, such financing
will not violate the margin rules of the Federal Reserve Board,
specifically Regulations G, T, U, and X.

(H) SOPHISTICATED INVESTOR.

(i) ACCREDITED INVESTOR. The Purchaser is an "accredited
investor" as defined in Rule 501(a) under the Securities Act, which has
not been formed for the purpose of purchasing the Shares.

(ii) INVESTMENT PURPOSE. The Purchaser is acquiring the Shares for
investment purposes and not with a view to making a distribution of such
Shares.

(iii) INVESTMENT EXPERIENCE. The Purchaser has sufficient knowledge
and experience to enable it to evaluate the merits and risks of an
investment in the Shares.

(iv) FINANCIAL DISCLOSURE. Without limiting the Purchaser's right
to terminate this Agreement pursuant to Section 6.1(b), the Purchaser
has received all of the financial and other information of the Company
that the Purchaser considers necessary to evaluate an investment in the
Shares.

(v) ABILITY TO BEAR LOSS. The Purchaser has the ability to bear any
loss with respect to its investment in the Shares.

(vi) PLACE OF BUSINESS. The principal place of business of the
Purchaser is located in the State of Texas.

(I) NO BROKER. The Purchaser does not have any obligation or liability
to any broker, finder, or other Person for any broker or similar services
with respect to the sale of the Shares to the Purchaser.

IV. COVENANTS

SECTION 4.1 REASONABLE EFFORTS TO CLOSE. Subject to the terms and
conditions of this Agreement, the Company, Newco, and the Purchaser shall each
use commercially reasonable efforts to take promptly, or cause to be taken
promptly, all actions and to do promptly, or cause to be done promptly, all
things necessary, proper, or advisable under Applicable Law to consummate and
make effective the transactions contemplated by this Agreement as soon as
practicable, including using efforts to obtain all necessary actions or
non-actions, extensions, waivers, consents, and approvals from all applicable
governmental entities, effecting all necessary registrations, applications, and
filings (including any applicable

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filings under the HSR Act and state securities laws), and obtaining any
required contractual consents and regulatory approvals.

SECTION 4.2 ACCESS TO THE COMPANY. From the date of this Agreement through
the Closing Date, the Company and Newco shall permit the Purchaser and its
advisors and representatives reasonable access to the Company's and Newco's
assets and business, including their books and records. In addition, during this
period the Company and Newco shall cause their officers, employees, advisors,
and representatives to furnish promptly to the Purchaser and its advisors and
representatives such financial and operating information as such Persons may
reasonably request, including copies of any requested documents.

SECTION 4.3 OPERATION OF THE COMPANY AND NEWCO PENDING THE CLOSING. Except
as otherwise contemplated under this Agreement or with the Purchaser's consent,
from the date of this Agreement through the Closing Date, the Company and Newco
shall:

(A) REPRESENTATIONS, WARRANTIES, AND COVENANTS. Use commercially
reasonable efforts to: (i) operate and maintain their assets and
businesses in such a manner so that their representations and warranties
set forth in this Agreement shall continue to be true and correct at all
times prior to the Closing Date as if made on and as of such times, (ii)
refrain from taking or failing to take any action that would result in
any of the Company's or Newco's representations and warranties set forth
in this Agreement not being true and correct at all times prior to the
Closing Date as if made on and as of such times, and (iii) satisfy all
conditions to the Closing within their control;

(B) OPERATE THE BUSINESS IN THE ORDINARY COURSE. Operate their
businesses in the ordinary course consistent with the past practices of the
Company and this Agreement and in substantial compliance with all
Applicable Laws;

(D) NO TRANSACTIONS IN SHARES. Refrain from issuing, purchasing,
redeeming, or otherwise effecting any transactions with respect to any
equity securities in the Company or Newco, or any right to acquire any
equity securities from the Company or Newco;

(E) NO DIVIDENDS. Refrain from declaring, issuing, making, or paying
any dividend or other distribution of assets, whether consisting of money,
other tangible or intangible personal property, real property, securities,
or any other thing of value, or splitting, combining, dividending,
distributing, or reclassifying any shares of their capital stock;

(F) NO BORROWING. Refrain from borrowing money or assuming or
guaranteeing the indebtedness of any other Person;

(G) NO LIENS. Refrain from granting any Liens;

(H) NO CHANGES TO CONTRACTS. Refrain from amending, modifying, or
terminating any Material Contracts, or entering into any new arrangement or
Contract that could cause the Company or Newco to pay more than $50,000;

(I) REAL PROPERTY. Refrain from purchasing any real property;

(J) EXTRAORDINARY CORPORATE TRANSACTIONS. Refrain from merging,
selling substantially all of their assets, reorganizing, or entering into
any Contract involving any other form of business combination or share
exchange, or liquidating,

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winding up, dissolving (or suffering any liquidation or dissolution), or
adopting any plan of liquidation or dissolution;

(K) BOARD COMPOSITION. Refrain from changing the number of positions
on the Company's Board of Trustees or Newco's Board of Directors;

(L) AMENDMENTS. Refrain from amending the Company's Declaration of
Trust and Bylaws and the Newco's Certificate of Incorporation and Bylaws;

(M) PROPERTIES. Refrain from selling, leasing, transferring, or
otherwise disposing of, other than the lease of any property or space in
the ordinary course of business consistent with the past practices of the
Company, any of the Company's or Newco's properties, provided that the
Company and Newco may sell any property for consideration in excess of the
net carrying value of such property in their accounting records;

(N) RIGHTS. Refrain from waiving any Claim or right of value of the
Company or Newco;

(O) COMPENSATION. Refrain from: (i) increasing the compensation or
fringe benefits (including severance benefits) payable or to become
payable by the Company or Newco to any employee, officer, director,
trustee, partner, consultant, or independent contractor as salary or
wages or under any bonus, insurance, welfare, severance, deferred
compensation, pension, retirement, profit sharing, stock option
(including the granting of any stock option or stock appreciation right
or performance or restricted stock award), stock purchase, or other
employee benefit plan, or (ii) entering into, adopting, amending in any
material respect (except as required by law), or terminating any Company
Benefit Plan or any agreement, arrangement, plan, or policy between the
Company or Newco, as applicable, and one or more of its directors,
trustees, partners, officers, employees, or independent contractors,
provided that the Purchaser shall not unreasonably withhold its consent
to any new severance arrangements for Robert Ted Enloe III after
considering whether such new arrangements have an adverse effect on the
shareholders' equity shown in the balance sheet contained in the Interim
Financial Statements;

(P) ACCOUNTING. Refrain from making any change in any significant
accounting principles or practices used by the Company or Newco, except as
required by the Commission;

(Q) ACQUISITIONS. Refrain from acquiring any Person (or any interest
in any Person) or any material amount of assets, or making any loans,
advances, or capital contributions to, or investments in, any Person;

(R) LOANS TO AFFILIATES. Refrain from making, changing, or forgiving
any loan between the Company or Newco and any of their Affiliates,
directors, employees, officers, related parties, trustees, or shareholders,
provided that the Purchaser shall not unreasonably withhold its consent to
the changing or forgiving of any such loan to Robert Ted Enloe III after
considering whether such action has an adverse effect on the shareholders'
equity shown in the balance sheet contained in the Interim Financial
Statements;

(S) CAPITAL EXPENDITURES. Refrain from making capital expenditures in
excess of an aggregate amount of $25,000; and

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(T) NO AGREEMENTS CONCERNING THE FOREGOING. Refrain from entering into
any agreement to take any of the actions described in Paragraphs (a)
through (s) above.

SECTION 4.4 CHARTER AND BYLAWS. The Company, Newco, and the Purchaser
acknowledge that Newco's Certificate of Incorporation shall include provisions
concerning: (a) the classification of Newco's Board of Directors into three
classes and (b) the restrictions on the transfer of equity securities in Newco
to preserve certain tax attributes. The Company shall deliver to the Purchaser a
form of proposed Certificate of Incorporation and Bylaws for Newco, which
Certificate of Incorporation and Bylaws shall be reasonably acceptable to the
Purchaser, prior to the initial filing of the Proxy Statement/Prospectus with
the Commission, along with an opinion of Morris, Nichols, Arsht & Tunnell or
such other Delaware counsel as is acceptable to the Purchaser, in the form and
substance satisfactorily to the Purchaser in its reasonable discretion, that the
transfer restrictions contained in such Certificate of Incorporation are
enforceable (the "Transfer Restriction Opinion").

SECTION 4.5 SHAREHOLDER MEETING. In accordance with the Declaration of
Trust and Applicable Law, the Company shall hold a special meeting of its
shareholders to vote upon the Proposal, the sale of the Shares to the Purchaser,
and such other matters as the Company considers necessary or advisable in
connection therewith as promptly as practicable. Except to the extent legally
required for the discharge of its fiduciary duties as advised by counsel, the
Board of Trustees of the Company shall recommend at the date of the mailing of
the Proxy Statement/Prospectus, and at all times through the conclusion of such
special meeting of shareholders (and will not withdraw such recommendation),
that the shareholders of the Company vote in favor of and approve the Proposal,
the sale of the Shares to the Purchaser, and such other matters contemplated by
this Agreement that require shareholder approval.

SECTION 4.6 PROXY STATEMENT/PROSPECTUS. As soon as practicable after the
execution and delivery of this Agreement, the Company shall prepare the Proxy
Statement/ Prospectus for use in connection with the special meeting of its
shareholders with respect to their vote on the Proposal and the issuance of the
Shares (the "Proxy Statement/Prospectus"), file the Proxy Statement/Prospectus
with the Commission, respond to comments of the staff of the Commission, and
promptly thereafter mail the Proxy Statement/Prospectus to all holders of record
(as of the applicable record date) of shares of beneficial interest in the
Company. The Company represents and covenants that the Proxy
Statement/Prospectus and any amendment or supplement thereto, at the date of
mailing to shareholders of the Company and the date of such meeting of the
Company's shareholders, will be in compliance with all relevant rules and
regulations of the Commission in all material respects and will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, provided that the
Company makes no representations or covenants with respect to information
provided to the Company in writing by the Purchaser specifically for inclusion
in the Proxy Statement/Prospectus. The Company and the Purchaser shall
cooperate with each other in the preparation and filing of the Proxy Statement/
Prospectus.

SECTION 4.7 DELAWARE SECTION 203. The Company shall cause Newco to take
such actions as are necessary to make the provisions of Section 203 of the
Delaware General Corporation Law inapplicable to the Purchaser.

SECTION 4.8 STOCK EXCHANGE APPLICATION. As soon as practicable after the
execution and delivery of this Agreement, the Company shall cause Newco to apply
for a listing on the New York Stock Exchange. If such application is denied, the
Company shall then cause Newco to apply for a listing on either the American
Stock Exchange or the National Market of the National Association of Securities
Dealers Automated Quotation System.

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SECTION 4.9 FAIRNESS OPINION. The Company shall use commercially
reasonable efforts to cause Bear, Stearns & Co. Inc. (the "Investment Banker")
to deliver its written opinion that the sale of the Shares to the Purchaser is
fair to the Company's shareholders from a financial point of view (the "Fairness
Opinion") to the Company and the Purchaser on or before January 26, 1996. In
addition, the Company and the Purchaser shall each use commercially reasonable
efforts to provide the Investment Banker with any information concerning it that
the Investment Banker reasonably requests to prepare such opinion.

SECTION 4.10 NO SHOPPING. The Company and Newco and their respective
directors, officers, and trustees shall not, and they shall direct and use their
best efforts to cause the Company's and Newco's employees, agents and
representatives (including any investment banker, lawyer, or accountant retained
by them) not to, directly or indirectly, initiate, solicit, encourage, or
otherwise facilitate any inquiries or the making of any proposal or offer
(including any proposal or offer to the shareholders of the Company or Newco)
with respect to a merger, acquisition, consolidation, or similar transaction
involving (other than the Proposal), or any purchase of all or a significant
portion of the assets or equity securities of, the Company or Newco (any such
proposal or offer being referred to as an "Alternative Proposal") or, except to
the extent legally required for the discharge by the Company's Board of Trustees
or Newco's Board of Directors of their respective fiduciary duties as advised by
such board's counsel with respect to an unsolicited proposal or offer from a
third party, engage in any negotiations concerning or provide any confidential
information or data to, or have any discussions with, any Person relating to an
Alternative Proposal, or otherwise facilitate any effort or attempt to make or
implement an Alternative Proposal. The Company will immediately cease and cause
to be terminated any existing activities, discussions, or negotiations with any
Persons (other than the Purchaser) conducted heretofore with respect to any of
the foregoing. The Company will take the necessary steps to inform promptly the
appropriate Persons referred to in the first sentence hereof of the obligations
undertaken in this section. The Company and Newco hereby agree to notify the
Purchaser immediately if any inquiries, proposals, or offers are received by,
any such information is requested from, or any such negotiations or discussions
are sought to be initiated or continued with the Company or Newco. Prior to
furnishing information to or entering into discussions or negotiations with any
Person concerning an Alternative Proposal (if otherwise so permitted pursuant to
the first sentence of this section), the Company or Newco shall receive from
such Person an executed confidentiality and standstill agreement substantially
in the form of such agreement that the Purchaser entered into with the Company,
unless requiring such confidentiality and standstill agreement would not
discharge the fiduciary duties of the Company's Board of Trustees or Newco's
Board of Directors as advised by such board's counsel. Nothing contained in this
section shall prohibit the Company or Newco from complying with Rule 14e-2 under
the Exchange Act with regard to an Alternative Proposal. The Company or Newco
may only enter into an agreement concerning an Alternative Proposal with another
Person if prior to entering such agreement it terminates this Agreement pursuant
to Section 6.1(e).

SECTION 4.11 REGISTRATION RIGHTS. Prior to the Closing, the Company shall
cause: (a) Newco to enter into the Registration Rights Agreement attached as
Exhibit B to this Agreement (the "Registration Rights Agreement"), and (b)
Newco, Robert Ted Enloe III, and the Enloe Descendants' Trust to enter into the
Agreement Clarifying Registration Rights attached as Exhibit C to this Agreement
(the "Clarification Agreement"). Prior to the Closing, the Purchaser shall enter
into the Clarification Agreement.

SECTION 4.12 INSURANCE. The Company will cause Newco, as of the Closing
Date, to have obtained a directors' and officers' insurance policy reasonably
acceptable to the Purchaser in a coverage amount of not less than $10,000,000.

SECTION 4.13 NO DISCLOSURE OF CONFIDENTIAL INFORMATION. The Purchaser
shall not disclose any Confidential Information at any time to any Person. This
section, however, shall not preclude the Purchaser from:

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(A) ADVISORS. Disclosing information to its accountants, lawyers, and
other professional advisors, provided that the Purchaser shall be deemed to
have breached this section if any such accountant, lawyer, or other
professional advisor discloses such information to any other Person and
such information is not excluded from the Purchaser's confidentiality
obligation pursuant to Paragraph (b), (c), or (d) below;

(B) PUBLIC INFORMATION. Disclosing information generally available to
the public other than by breach of this section;

(C) REQUIRED BY LAW. Disclosing information required by law or court
order after promptly notifying the Company of the requirement to disclose
such information; or

(D) TAX RETURNS. Disclosing information required in any Tax report or
return.

SECTION 4.14 NO OPTIONS. Until after the third anniversary of the Closing
Date, Newco shall not grant or issue any options, rights, or warrants to acquire
any equity securities in Newco to Mr. Gerald J. Ford or any of his Affiliates or
family members. In addition, during this period Newco shall not pay any salary
or other compensation to any such Person or permit any subsidiary or other
entity under the control of Newco to pay any such salary or compensation. In
addition, until after such third anniversary, Newco may only grant options,
rights, or warrants to acquire equity securities in Newco to its directors,
officers, and employees after the Compensation Committee of Newco's Board of
Directors (or if such a committee does not exist, the independent directors of
Newco) approve such grant. The foregoing prohibitions, however, shall not
prevent Newco from granting stock options to the management and other employees
of any entity or business that Newco acquires during the three year period.

SECTION 4.15 NO WAIVER OF TRANSFER RESTRICTIONS. From the date of this
Agreement until the Company reorganizes into a Delaware corporation, the Company
shall not waive any of the transfer restrictions set forth in Section 5.7 of the
Declaration of Trust. In addition, from the reorganization of the Company into
Newco until the Closing, Newco shall also not waive the transfer restrictions to
be contained in its Certificate of Incorporation.

SECTION 4.16 PRESS RELEASE. Promptly after the execution and delivery of
this Agreement, the Company may issue a press release announcing the proposed
sale of Shares to the Purchaser. Except as required by Applicable Law or the New
York Stock Exchange regulations, such press release and any other public
announcements or filings concerning the sale of the Shares to the Purchaser
shall be in a form mutually agreed upon among the Company, Newco, and the
Purchaser.

SECTION 4.17 REASONABLE EFFORTS. The Purchaser shall use commercially
reasonable efforts to: (a) cause its representations and warranties set forth in
this Agreement to be true and correct on the Closing Date, and (b) satisfy all
conditions to the Closing within its control.

SECTION 4.18 NOTIFICATION OF CERTAIN MATTERS. The Company and Newco shall
give prompt notice to the Purchaser, and the Purchaser shall give prompt notice
to the Company and Newco, of: (a) the occurrence, or failure to occur, of any
event that causes any representation or warranty contained in this Agreement to
be untrue or inaccurate at any time from the date of this Agreement to the
Closing Date, and (b) any failure of the Company, Newco, or the Purchaser to
comply with or satisfy, in any material respect, any covenant or obligation to
be complied with or satisfied by it under this Agreement. The Company and Newco
shall give prompt notice to the Purchaser, and the Purchaser shall give prompt
notice to the Company and Newco, of any event of which such Person obtains
knowledge that has

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had, or might reasonably be expected to have, a material adverse effect on such
Person's business, financial condition, assets, results of operations, or
prospects or which if known as of the date of this Agreement or the Closing,
would have been required to be disclosed.

SECTION 4.19 NEWCO MATTERS. At or before the Closing, if the conditions
set forth in Section 2.2 have been satisfied or waived, the Company shall: (a)
cause the appointment of two designees of the Purchaser as directors of Newco,
one of such designees to serve until the second annual meeting of Newco's
shareholders following such appointment, and one of such designees to serve
until the third annual meeting of Newco's shareholders following such
appointment, (b) cause Newco to enter into indemnity agreements in form and
substance reasonably satisfactory to the Purchaser with the Purchaser's two
designees for director, (c) cause Newco's Certificate of Incorporation and
Bylaws to be in the form referred to in Section 4.4 of this Agreement, (d)
transfer all of the assets and liabilities of the Company to Newco pursuant to
Section 8.2 of the Company's Declaration of Trust, as amended, (e) distribute
the Common Stock of Newco that the Company receives in exchange for its assets
and liabilities to the Company's shareholders, and (f) cause Newco to assume the
Company's obligations under this Agreement. Immediately after the Closing,
Newco's Board of Directors shall consist of the Purchaser's two designees and
the three trustees of the Company immediately before the Closing, thereafter to
serve in accordance with Applicable Law and Newco's Certificate of Incorporation
and Bylaws.

V. INDEMNIFICATION

SECTION 5.1 INDEMNIFICATION OF THE PURCHASER. The Company and Newco shall
indemnify, defend, reimburse, and hold the Purchaser and its Affiliates, agents,
employees, officers, and partners (collectively, the "Purchaser Indemnitees")
harmless from any and all Claims directly or indirectly related or arising with
respect to:

(A) BREACHES OF REPRESENTATIONS AND WARRANTIES. Any inaccuracy in any
representation or warranty of the Company or Newco set forth in this
Agreement; or

(B) BREACHES OF COVENANTS. Any failure in any material respect to
perform or observe any covenant or agreement to be performed by the Company
or Newco set forth in this Agreement.

SECTION 5.2 INDEMNIFICATION PROCEDURE. The indemnification obligations
under this Agreement shall be subject to the following procedures:

(A) NOTICE. Any Purchaser Indemnitee seeking indemnification with
respect to any Claim shall notify the Company and Newco of such Claim as
promptly as possible.

(B) DEFENSE OF CLAIM. If any Claim is asserted by any third party
against any Purchaser Indemnitee, the Company and Newco shall have the
right, unless otherwise precluded by Applicable Law, to conduct and control
the defense, compromise, or settlement of such Claim or threatened Claim in
respect of matters embraced by their indemnity obligations in this Article
V. The Purchaser Indemnitee shall have the right to employ counsel separate
from counsel employed by the Company and Newco in connection with any such
Claim or threatened Claim and to participate in the defense of such Claim,
but the fees and expenses of such counsel employed by the Purchaser
Indemnitee shall be at its sole expense unless: (i) the Company or Newco
shall have elected not, or after reasonable written notice shall have
failed, to assume the defense of such Claim, (ii) the engagement of such
counsel has been specifically authorized by the Company or Newco in
writing, or (iii) the parties to any such Claim or threatened Claim
(including any impleaded parties) include both the Company or

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Newco and the Purchaser Indemnitee and the Purchaser Indemnitee shall
have been advised in writing by its counsel that there may be one or more
defenses available to the Purchaser Indemnitee that are unavailable to
the Company and Newco or legal conflicts of interest pursuant to
applicable rules of professional conduct between the Company and Newco
and the Purchaser Indemnitee. In the case of the events referred to in
Clauses (i), (ii), or (iii), the fees and expenses of such counsel
engaged by the Purchaser Indemnitee shall be at the expense of the
Company and Newco. The Company and Newco shall not, without the written
consent of the Purchaser Indemnitee, settle or compromise any Claim or
threatened Claim, or consent to the entry of any judgment, that does not
include as an unconditional term the giving by the claimant or the
plaintiff to the Purchaser Indemnitee a release from all liability in
respect of such Claim or threatened Claim. The Purchaser Indemnitee may
not settle or compromise any Claim or threatened Claim without the
written consent of the Company and Newco.

(C) SURVIVAL. The indemnity obligations set forth in this Article V
shall survive the Closing or termination of this Agreement, although any
such indemnity obligation with respect to a breach of a representation or
warranty shall terminate at the expiration of such representation or
warranty as set forth in Section 8.19.

SECTION 5.3 NON-EXCLUSIVITY OF REMEDIES. The indemnity rights provided in
this Article V shall not be the exclusive remedy available under this Agreement.

VI. TERMINATION

SECTION 6.1 TERMINATION OF THIS AGREEMENT. The Company, Newco, and the
Purchaser may terminate this Agreement under the circumstances set forth below
at any time prior to the Closing, without the approval of their respective
boards of directors/trustees, partners, or shareholders:

(A) CONSENT. The Company, Newco, and the Purchaser may agree in
writing to terminate this Agreement.

(B) PURCHASER'S DISCRETION. The Purchaser may terminate this Agreement
in its sole discretion by written notice delivered to the Company on or
before 5:00 p.m., Central Time, on January 19, 1996.

(C) DOWN PAYMENT. The Company or Newco may terminate this Agreement by
written notice to the Purchaser after 5:00 p.m., Central Time, on January
19, 1996, if the Purchaser has not deposited the Down Payment with the
Escrow Agent at the time of such notice.

(D) FAIRNESS OPINION. The Company, Newco, or the Purchaser may
terminate this Agreement by written notice to the others at anytime after
January 26, 1996, if the Investment Banker has not delivered the Fairness
Opinion as of the time of such notice.

(E) FIDUCIARY OUT. The Company or Newco may terminate this Agreement
by written notice to the Purchaser if: (i) the Company or Newco is prepared
to enter into a binding agreement relating to an Alternative Proposal, (ii)
the Company or Newco gives the Purchaser notice of the terms of such
Alternative Proposal at least five days prior to such termination, (iii) if
such Alternative Proposal involves the purchase of shares of beneficial
interest in the Company or shares of Common Stock in Newco substantially
equal to the number of Shares, the per share purchase price under such
Alternative Proposal exceeds $2.85 and the Alternative Proposal is on
substantially the same

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terms and conditions as this Agreement, (iv) the Board of Trustees of the
Company or the Board of Directors of Newco has concluded, based upon
advice of legal counsel with input from an investment banker, that the
failure to enter into a binding agreement relating to an Alternative
Proposal might reasonably be expected to subject the Company's trustees
or Newco's directors, as the case may be, to liability for breach of
their fiduciary duties to the Company's or Newco's shareholders, and (v)
the fee referred to in Section 6.2(c) of this Agreement is received by
the Purchaser on or before such termination.

(F) SHAREHOLDER VOTE. The Company, Newco, or the Purchaser may
terminate this Agreement if at the special meeting of the Company's
shareholders referred to in Section 4.5, the shareholders fail to approve
in accordance with the Company's Declaration of Trust the Proposal and the
sale of the Shares to the Purchaser, and such meeting is ended without any
adjournment to another time.

(G) BREACH BY THE PURCHASER. The Company or Newco may terminate this
Agreement by written notice to the Purchaser if: (i) the representations
and warranties of the Purchaser set forth in this Agreement were incorrect
or incomplete as of the date of this Agreement or would be incorrect or
incomplete as of the Closing, or (ii) the Purchaser fails to perform in any
material respect the covenants and obligations that it is required to
perform under this Agreement before the Closing, provided that neither the
Company nor Newco may terminate this Agreement pursuant to this paragraph
if the Purchaser could terminate this Agreement pursuant to Paragraph (h)
below.

(H) BREACH BY THE COMPANY OR NEWCO. The Purchaser may terminate this
Agreement by written notice to the Company and Newco if: (i) the
representations and warranties of the Company and Newco set forth in this
Agreement were incorrect or incomplete as of the date of this Agreement or
would be incorrect or incomplete as of the Closing, or (ii) the Company or
Newco fails to perform in any material respect the covenants and
obligations that it is required to perform under this Agreement before the
Closing, provided that the Purchaser may not terminate this Agreement
pursuant to this paragraph if either the Company or Newco could terminate
this Agreement pursuant to Paragraph (g) above.

(I) OUTSIDE DATE. The Company, Newco, or the Purchaser may terminate
this Agreement by written notice to the others if the Closing has not
occurred on or before August 31, 1996, provided that if the Closing has not
occurred by such date due to a temporary restraining order or temporary
injunction, then the August 31, 1996 date shall be extended by a number of
days equal to the period of such temporary restraining order or temporary
injunction, but in no event beyond December 31, 1996.

SECTION 6.2 EFFECT OF TERMINATION. The termination of this Agreement shall
have the follow effects:

(A) GENERAL. If this Agreement is terminated pursuant to Section 6.1,
all further obligations of the Company, Newco, and the Purchaser shall
terminate, provided that the obligations contained in this section, Section
6.3, Article V, and Article VII, shall survive such termination. Except as
specifically set forth below, a termination under Section 6.1 shall not
relieve the Company, Newco, or the Purchaser from any liability for any
breach of, or any misrepresentation under, any representation, warranty,
covenant, or other term of this Agreement, and shall not be deemed to
constitute a waiver of any available remedy for any such breach or
misrepresentation, provided, however, that the liability of the Company and
Newco, in the aggregate, and the liability of the Purchaser for any breach
of, or any misrepresentation under, any representation or warranty shall
not exceed $2,000,000, and provided, further, that there shall be no
limitation on the liability of the Company,

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Newco, or the Purchaser for any failure to perform or observe any
covenant or agreement to be performed or observed by it under this
Agreement.

(B) RELEASE OF DOWN PAYMENT. In addition to any other remedies set
forth in this section, the Escrow Agent shall return the Down Payment to
the Purchaser if this Agreement is terminated for any reason other than
pursuant to Section 6.1(g).

(C) BREAK-UP FEE. If (i) the Company or Newco terminates this
Agreement pursuant to Section 6.1(e), or (ii) the Company, Newco, or the
Purchaser terminates this Agreement pursuant to Section 6.1(f) and the
Company did not recommend that its shareholders vote in favor of and
approve the Proposal, the sale of the Shares to the Purchaser, and such
other matters contemplated by this Agreement that require shareholder
approval (or subsequently withdrew such recommendation prior to such vote),
then, in the case of either Clause (i) or (ii), the Company and Newco shall
pay to the Purchaser $500,000 in cash upon such termination.

(D) BREACH BY THE PURCHASER. If the Company or Newco terminates this
Agreement pursuant to Section 6.1(g), the Escrow Agent shall retain the
Down Payment until the amount of damages suffered by the Company and Newco
because of the reasons for the termination has been determined. At such
time, the Escrow Agent shall deliver to the Purchaser an amount from the
Down Payment equal to such damages and then deliver the balance of the Down
Payment, if any, to the Purchaser.

SECTION 6.3 CONFIDENTIALITY OF CERTAIN INFORMATION. Notwithstanding
anything to the contrary, if this Agreement is terminated for any reason the
Purchaser's obligation to maintain the confidentiality of the Confidential
Information shall remain in full force and effect. In addition, upon such
termination the Purchaser shall deliver to the Company and Newco any documents
that it or any of its representatives possess that contain any Confidential
Information.

VII. ARBITRATION

SECTION 7.1 PRE-ARBITRATION MEETING. The Company, Newco, and the Purchaser
(and if applicable, any Purchaser Indemnitee) shall attempt in good faith to
resolve promptly any dispute, controversy, or Claim under or in connection with
this Agreement by negotiations. If any such dispute, controversy, or claim
should arise, representatives of such Persons shall meet at least once to
attempt to resolve the matter. Any such representative may request the other
representatives to meet within 14 days after delivery of written notice to the
others of any such dispute, controversy, or Claim, at a mutually agreed time and
place.

SECTION 7.2 ARBITRATION PROCEEDINGS. If the matter has not been resolved
pursuant to negotiations within 60 days after the first meeting of the
representatives (which period may be extended by mutual agreement), the matter
shall be settled exclusively by arbitration (except as provided in Section 7.6)
conducted by three arbitrators in accordance with the provisions of the Federal
Arbitration Act (99 U.S.C. Sections 1-16), and in accordance with the Center for
Public Resources, Inc.'s Rules (the "Rules of Arbitration") for Non-Administered
Arbitration of Business Disputes. The three arbitrators shall be selected as
follows, one arbitrator shall be selected by the Company and Newco, one
arbitrator shall be selected by the Purchaser and any Purchaser Indemnitees, and
one arbitrator shall be selected by the other two arbitrators. All arbitrators
shall be individuals: (a) who meet the qualifications set forth in Rule 7 of the
Rules of Arbitration, (b) who are attorneys or retired judges, and (c) who have
past experience in settling complex litigation involving claims relating to
securities and mergers and acquisitions. The arbitration of such matters in
controversy, including the determination of any amount of damages, shall be
final and binding upon the Company, Newco, the Purchaser, and any involved
Purchaser Indemnitee to the maximum extent permitted by law. No such Person
shall seek, and no arbitrator shall be

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authorized to award, any punitive damages relating to any matter arbitrated.
This agreement to arbitrate is irrevocable.

SECTION 7.3 PLACE OF ARBITRATION. Any arbitration proceedings shall be
conducted in Dallas, Texas or at such other location as the Company, Newco, the
Purchaser, and any involved Purchaser Indemnitee may agree.

SECTION 7.4 JUDGMENTS. Any arbitration award under this Article VII shall
be final and binding, and judgment may be entered on such award by any court
having jurisdictions upon application of the Company, Newco, the Purchaser, or
any involved Purchaser Indemnitee.

SECTION 7.5 EXPENSES. Any party to an arbitration proceeding under this
Article VII shall be entitled to be reimbursed by the other parties for its
costs and expenses incurred in connection with the arbitration proceeding,
including reasonable attorneys' fees, to the extent determined by the
arbitrators. The arbitrators shall assess the costs of the arbitration
proceeding, including their fees, to the parties to the proceeding in such
proportions as the arbitrators consider reasonable under the circumstances.

SECTION 7.6 EQUITABLE REMEDIES. Notwithstanding anything else in this
Article VII to the contrary, the Company, Newco, the Purchaser, and any involved
Purchaser Indemnitee shall be entitled to seek any equitable remedies available
under Applicable Law from any court of competent jurisdiction, and the order or
judgment of any such court shall be binding in any arbitration proceeding
pursuant to this Article VII.

VIII. GENERAL

SECTION 8.1 AMENDMENT. No amendment or modification of any of the
provisions of this Agreement shall be effective unless in a writing signed by
the Company, Newco, and the Purchaser.

SECTION 8.2 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original agreement, but all
of which shall constitute one and the same agreement. Any party to this
Agreement may execute and deliver this Agreement by an executed signature page
transmitted by a facsimile machine, provided that such party promptly thereafter
delivers an originally executed signature page. Any failure to deliver such an
originally executed signature page after delivering an executed signature page
transmitted by a facsimile machine, however, shall not affect the validity,
legality, or enforceability of this Agreement.

SECTION 8.3 DEFINITIONS. Terms with initial capitalized letters that are
not otherwise defined in this Agreement shall have the meanings set forth below:

(A) AFFILIATE. The term "Affiliate" with respect to a Person shall
mean any other Person that directly or indirectly controls, is controlled
by, or is under common control with such Person.

(B) APPLICABLE LAW. The term "Applicable Law" with respect to a Person
shall mean any decree, injunction, judgment, law, order, ordinance,
regulation, rule, statute, or writ of any federal, state, or local
governmental entity (or any agency, department, or political subdivision of
any governmental entity) applicable to such Person's principal business and
investment activities.

(C) BUSINESS DAY. The term "Business Day" shall mean a day that is not
a Sunday, Saturday, or holiday when banks in the State of Delaware are
required or permitted to be closed.

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(D) CLAIM. The term "Claim" shall mean any action, assessment, cause
of action, charge, claim, counterclaim, defense, demand, expense, fine,
interest, inquiry, investigation, judgment, legal action, litigation,
liability (joint or several), notice, obligation, payment, penalty,
proceeding, or suit (including any damages incurred because of strict
liability, any punitive damages, any reasonable fees and expenses of
accountants, lawyers, other professional advisors, and expert witnesses,
and any cost of investigation and preparation) of any kind or nature
whatsoever.

(E) CONFIDENTIAL INFORMATION. The term "Confidential Information"
shall mean any information concerning the Company's or Newco's assets, cash
flows, business, financial condition, results of operations, or prospects.

(F) CONTRACT. The term "Contract" with respect to a Person shall mean
any agreement, authorization, commitment, contract, decree, deed of trust,
franchise, instrument, judgment, lease, license, mortgage, order, permit,
or other document or obligation to which such Person is a party or by which
any of such Person's assets are bound.

(G) ENVIRONMENTAL CLAIM. The term "Environmental Claim" shall mean any
of the following items to the extent they relate to any Environmental
Noncompliance: (i) any Claim for personal injury, death, or property
damage, (ii) any Claim for actual or threatened damages to natural
resources, (iii) any Claim for the recovery of response costs or remedial
action under any Environmental Law, (iv) any requirement to implement
"corrective action" pursuant to any restitution, contribution, or equitable
indemnity to third parties or any governmental entity, and (v) any fine,
penalty, or Lien.

(H) ENVIRONMENTAL LAW. The term "Environmental Law" shall mean: (i)
the Resource Conservation and Recovery Act, as amended by the Hazardous and
Solid Waste Amendments of 1984 (42 U.S.C. Sections 6901 et seq.), (ii) the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended by the Superfund Amendments and Reauthorization Act of 1986 (42
U.S.C. Sections 9601 et seq.), (iii) the Clean Water Act (33 U.S.C.
Sections 1251 et seq.), (iv) the Toxic Substances Control Act (15 U.S.C.
Sections 2601 et seq.), (v) the Clean Air Act (42 U.S.C. Sections 7401 et
seq.), (vi) any local, state, or foreign law, statute, regulation, or
ordinance analogous to any of the foregoing statutes; and (vii) any other
federal, state, local, or foreign law (including any common law), statute,
regulation, or ordinance regulating, prohibiting, or otherwise restricting
the placement, release, threatened release, generation, treatment, or
disposal of any substance, pollutant, or waste classified or considered to
be hazardous or toxic to human health or the environment.

(I) ENVIRONMENTAL NONCOMPLIANCE. The term "Environmental
Noncompliance" shall mean: (i) any release of any Hazardous Material into
the environment, any storm drain, sewer, septic system, or publicly owned
treatment works in violation of any effluent or emission limitations,
standards, or other criteria or guidelines established by any Environmental
Law, (ii) any noncompliance of physical structure, equipment, process, or
premises with the requirements of building or fire codes, zoning or land
use regulations, or ordinances or conditional use permits, (iii) any
noncompliance with federal, state, or local requirements governing
occupational safety and health, and (iv) any property design that does not
conform to the statutory or regulatory requirements of any Applicable Law
intended to protect public health, welfare, or the environment.

(J) HAZARDOUS MATERIAL. The term "Hazardous Material" shall mean any
substance, matter, material, waste, solid, liquid, gas, or pollutant, the
generation,

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storage, disposal, handling, recycling, release, threatened release, or
treatment of which is regulated, prohibited, or limited under any
Environmental Law.

(K) LAW AFFECTING CREDITORS' RIGHTS. The term "Law Affecting
Creditors' Rights" shall mean any bankruptcy, insolvency, fraudulent
conveyance or transfer, reorganization, moratorium, or other law affecting
the enforcement of creditors' rights generally, and any general principles
of equity.

(L) LAWSUIT. The term "Lawsuit" shall mean any action, charge, claim,
counterclaim, decree, injunction, inquiry, investigation, legal action,
litigation, order, proceeding, suit, or writ.

(M) LIEN. The term "Lien" shall mean any charge, claim, equity,
judgment, lease, liability, license, lien, mortgage, pledge, restriction,
security interest, Tax lien, or encumbrance of any kind.

(N) MATERIAL ADVERSE CHANGE. The term "Material Adverse Change" with
respect to a Person shall mean that such Person has: (i) undergone a
material adverse change with respect to its assets, cash flows, business,
financial condition, results of operations, or prospects, (ii) materially
breached or defaulted under a material arrangement or Contract to which it
is a party or by which any of its assets are bound, or (iii) become a party
to a Lawsuit that could have a significant and detrimental effect upon it.

(O) PERSON. The term "Person" shall mean any association, business
trust, corporation, estate, general partnership, governmental entity (or
any agency, department, or political subdivision of a governmental entity),
individual, joint stock company, joint venture, limited liability company,
limited partnership, professional association, professional corporation,
trust, or any other organization or entity.

(P) PROPOSAL. The term "Proposal" shall mean the proposal by the
Company to: (i) amend its Declaration of Trust to permit the transactions
described in this Agreement, (ii) form Newco, (iii) transfer all of the
assets and liabilities of the Company to Newco pursuant to Section 8.2 of
the Company's Declaration of Trust, as amended, (iv) distribute the Common
Stock of Newco that the Company receives in exchange for its assets to the
Company's shareholders, and (v) terminate the Company in accordance with
the Declaration of Trust following the Closing.

(Q) TAX. The term "Tax" shall mean any federal, state, county, local,
or foreign assessment, charge, fee, impost, levy, duty, or tax of any kind
whatsoever, including, without limitation, all ad valorem, customs,
documentary, transfer, duty, employment, excise, franchise, gross income,
gross receipts, lease, license, net income, payroll, premium, profits,
property, occupation, sales, service, service use, stamp, severance,
transaction privilege, use, or withholding taxes or charges imposed by any
governmental authority, together with any related interest, penalties, or
additions to tax.

SECTION 8.4 EFFECTS OF THE REORGANIZATION. Notwithstanding anything to the
contrary in this Agreement, the provisions of this Agreement shall only apply to
Newco after it is formed and assumes the Company's obligations under this
Agreement in connection with the reorganization of the Company, at which time
Newco shall be deemed to be a party to this Agreement. In addition, upon the
termination of the Company, the Company shall be deemed released from all of its
obligations under this Agreement, which obligations Newco will have assumed.

SECTION 8.5 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the Company, Newco, and the Purchaser and
supersedes

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all prior agreements and understandings, both written and oral, with respect
to the subject matter of this Agreement, except that any confidentiality or
standstill agreements between the Company and the Purchaser shall remain in
full force and effect until the Closing.

SECTION 8.6 EXPENSES. The Company, Newco, and the Purchaser shall each
bear its own accounting and legal fees and other costs and expenses with respect
to the negotiation and preparation of this Agreement and the Closing. The
Purchaser shall bear any Tax imposed in connection with the issuance of the
Shares to it pursuant to this Agreement.

SECTION 8.7 FURTHER ASSURANCES. The Company, Newco, and the Purchaser each
covenants that it will execute and deliver to the other such certificates,
documents, and instruments, and do such acts, as may be required to carry out
the intent and purposes of this Agreement.

SECTION 8.8 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND
INTERPRETED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE,
REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER THE APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW OF THE STATE OF DELAWARE.

SECTION 8.9 HEADINGS. Article and section headings are used in this
Agreement only as a matter of convenience, are not a part of this Agreement, and
shall not have any effect upon the construction or interpretation of this
Agreement.

SECTION 8.10 INJUNCTIVE RELIEF. Any breach or violation by the Purchaser
of its confidentiality obligations under this Agreement shall entitle the
Company or Newco to an injunction restraining any further or continued breach or
violation. Such right to an injunction shall be in addition to and cumulative of
(and not in lieu of) any other remedy to which the Company or Newco is entitled
because of such breach or violation.

SECTION 8.11 NO ASSIGNMENT. Neither the Company, Newco, nor the Purchaser
may assign its benefits or delegate its duties under this Agreement, provided
that the Company shall cause Newco to assume the Company's duties under this
Agreement and the Purchaser may assign this Agreement to Gerald J. Ford or his
Affiliates if such assignee assumes the Purchaser's obligations under this
Agreement.

SECTION 8.12 NO THIRD-PARTY BENEFICIARIES. Except with respect to Newco
and the Purchaser Indemnitees, this Agreement is solely for the benefit of the
parties to this Agreement and no other Person shall have any right, interest, or
claim under this Agreement.

SECTION 8.13 NOTICES. All notices and other communications in connection
with this Agreement shall be in writing and deemed to have been delivered on the
day of delivery if delivered by hand, overnight express, regular mail, or
facsimile transmission, or three days after the date of posting if mailed by
registered or certified mail, postage prepaid, return receipt requested,
addressed to each party at its address set forth below (or to such other address
to which such party has notified the other party in accordance with this section
to send such notices or communications):

Company/Newco: Liberte Investors
600 N. Pearl Street
Suite 420, LB #168
Dallas, Texas 75201
Attn: Robert Ted Enloe III
Telephone No. (214) 720-8950
Facsimile No. (214) 720-8954

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Purchaser: Hunter's Glen/Ford, Ltd.
200 Crescent Court, Suite 1350
Dallas, Texas 75202
Attn: Gerald J. Ford
Telephone No. (214) 871-5131
Facsimile No. (214) 871-5199

SECTION 8.14 PERFORMANCE ON BUSINESS DAYS. If any event or the expiration
of any period provided for in this Agreement is scheduled to occur or expire on
a day that is not a Business Day, such event shall occur or such period shall
expire on the next succeeding day that is a Business Day.

SECTION 8.15 PLURAL AND SINGULAR WORDS. Whenever the plural of a word is
used in this Agreement, that word shall, if appropriate, include the singular of
that word. Whenever the singular of a word is used in this Agreement, that word
shall, if appropriate, include the plural of that word.

SECTION 8.16 PRONOUNS. Whenever a pronoun of a particular gender is used
in this Agreement, that pronoun shall, if appropriate, also refer to the other
gender and the neuter. Whenever a neuter pronoun is used in this Agreement, that
pronoun shall, if appropriate, also refer to the masculine and feminine gender.

SECTION 8.17 SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability (but shall
be construed and given effect to the extent possible), without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.

SECTION 8.18 SUCCESSORS. This Agreement shall be binding upon and shall
inure to the benefit of each party to this Agreement and its heirs, legal
representatives, permitted assigns, and successors, provided that this section
shall not permit the assignment or other transfer of this Agreement, whether by
operation of law or otherwise, if such assignment of other transfer is not
otherwise permitted under this Agreement.

SECTION 8.19 SURVIVABILITY. The representations and warranties contained
in this Agreement shall expire at 5:00 p.m., Central Time, on the first
anniversary of the Closing Date, provided that: (a) the representations and
warranties contained in Sections 3.1(a), 3.1(n), and 3.2(a) shall survive
forever, subject to all defenses available under Applicable Law, including the
expiration of the applicable statute of limitations, and (b) the representations
and warranties contained in Section 3.1(u) shall continue until the expiration
of the applicable statute of limitations. In addition, if notice of a breach of
a representation or warranty is delivered before such representation or warranty
expires, such representation or warranty shall continue indefinitely until such
claim is resolved. All covenants and agreements of the Company, Newco, and the
Purchaser shall be continuing and survive the Closing.

SECTION 8.20 WAIVER. No provision of this Agreement shall be considered
waived unless such waiver is in writing and signed by the party to this
Agreement that benefits from the enforcement of such provision. No waiver of any
provision in this Agreement, however, shall be deemed a waiver of a subsequent
breach of such provision (or right arising under such provision) or a waiver of
a similar provision. In addition, a waiver of any breach or a failure to enforce
any term or condition of this Agreement shall not in any way affect, limit, or
waive a party's rights under this Agreement at any time to enforce strict
compliance thereafter with every term and condition of this Agreement.

[SIGNATURES ON THE NEXT PAGE]

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IN WITNESS WHEREOF, the Company and the Purchaser have each executed and
delivered this Agreement as of the date first written above.

LIBERTE INVESTORS

By: /S/ ROBERT TED ENLOE III
--------------------------
Name: Robert Ted Enloe III
Title: President

HUNTER'S GLEN/FORD, LTD.

By: /S/ GERALD J. FORD
--------------------------
Name: Gerald J. Ford
Title: General Partner

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EXHIBIT A

LEGAL OPINION

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EXHIBIT A

LEGAL OPINION

1. The Company is validly existing as a Massachusetts business trust.

2. Newco is validly existing and in good standing as a Delaware corporation.

3. The Company has the power and authority to executive, deliver, and perform
the Agreement.

4. Newco has the power and authority to assume the Company's obligations under
the Agreement and perform it.

5. The Company has duly authorized, executed, and delivered the Agreement,
which constitutes a valid, legal, and binding obligation of the Company,
enforceable against the Company in accordance with the Agreement's terms.

6. Newco has duly assumed the Company's obligations under the Agreement, which
constitutes a valid, legal, and binding obligation of Newco, enforceable
against Newco in accordance with the Agreement's terms.

7. The Company's execution, delivery, and performance of the Agreement does not
violate the Company's Declaration of Trust, Bylaws, or certain Contracts
scheduled in connection with this opinion.

8. Newco's assumption of the Company's obligations under the Agreement and
performance of the Agreement will not violate its Certificate of
Incorporation, Bylaws, or certain Contracts scheduled in connection with
this opinion.

9. The Proposal, the sale of the Shares to the Purchaser, and such other
matters contemplated by this Agreement and identified in such opinion have
been approved by all necessary action on the part of the Company, its Board
of Trustees, and its shareholders.

10. The Shares have been duly authorized and upon their issuance pursuant to the
terms of the Agreement, will be validly issued, fully paid, and
nonassessable, and are not subject to any preemptive rights.

11. Upon the reorganization of the Company, Newco succeeded to the Company's NOL
carryforwards, and the transactions contemplated by this Agreement and
identified in such opinion will not restrict Newco's use of such NOL
carryforwards under Section 382 of the Code.

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EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

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EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the "Agreement") is made and entered
into as of , 1996, by and between , a Delaware
corporation (the "Company"), and Hunter's Glen/Ford, Ltd., a Texas limited
partnership (the "Investor").

RECITALS:

A. Pursuant to that certain Stock Purchase Agreement (herein so called)
dated as of January 16, 1996 between the Investor and Liberte Investors, a
Massachusetts business trust (the "Trust"), the Investor agreed, subject to
certain conditions, to purchase 8,102,439 shares of Common Stock (hereinafter
defined) from the Company.

B. Pursuant to the terms of the Stock Purchase Agreement it is a condition
to the obligations of the Investor thereunder that the Company grant certain
registration rights with respect to the shares of Common Stock to be purchased
by the Investor pursuant to the Stock Purchase Agreement.

C. Pursuant to the terms of the Stock Purchase Agreement the Trust agreed
to cause the Company to grant certain registration rights with respect to the
shares of Common Stock to be purchased by the Investor pursuant to the Stock
Purchase Agreement.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS:

1. Definitions.

As used in this Agreement, the following capitalized terms shall have the
following meanings:

Affiliate: A Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with a
specified Person.

Closing Date: The closing date of the purchase of the Shares by the
Investor from the Company.

Common Stock: The common stock, par value $.01 per share, of the Company.

Enloe Offering: An Underwritten Offering pursuant to the exercise of demand
registration rights by the Enloe Trust or successor holders of such rights.

Enloe Shares: The shares of Common Stock owned by the Enloe Trust, Robert
Ted Enloe III through his Keogh plan, and Mr. Enloe's spouse, to the extent that
such persons have registration rights.

Enloe Trust: Enloe Descendants' Trust.

Exchange Act: The Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations promulgated thereunder.

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Person: An individual, partnership, corporation, limited liability company,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.

Prospectus: The prospectus included in any Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including all material incorporated by reference into such
prospectus.

Registrable Securities: (a) The Shares and (b) any securities issued or
issuable with respect to the Shares by way of stock dividend or stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise. Any Registrable
Security will cease to be a Registrable Security when (i) a registration
statement covering such Registrable Security has been declared effective by the
SEC and the Registrable Security has been disposed of pursuant to such effective
registration statement, (ii) the Registrable Security is sold under
circumstances in which all of the applicable conditions of Rule 144 (or any
similar provisions then in force) under the Securities Act are met, (iii) the
Registrable Security has been otherwise transferred, the Company has delivered a
new certificate or other evidence of ownership for it not bearing a legend
restricting further transfer under securities laws, and it may be resold without
subsequent registration under the Securities Act, or (iv) with respect to
Section 2(a) of this Agreement, the Registrable Security may be sold under Rule
144(k) of the Securities Act.

Registration Expenses: See Section 5 hereof.

Registration Statement: The Registration Statement of the Company that
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included therein, all amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.

SEC: The Securities and Exchange Commission.

Securities Act: The Securities Act of 1933, as amended from time to time,
and the rules and regulations promulgated thereunder.

Shares: The shares of Common Stock purchased by the Investor from the
Company pursuant to the Stock Purchase Agreement.

Stock Purchase Agreement: See the recitals to this Agreement.

Underwritten Registration or Underwritten Offering: A registration in which
securities of the Company are sold to an underwriter for reoffering to the
public.

2. REGISTRATION RIGHTS.

(a) Shelf Registration. At any time during the period commencing on the
first anniversary of the Closing Date and ending when the holders of the
Registrable Securities (i) own, in the aggregate, less than 5% of the issued and
outstanding shares of Common Stock and (ii) are not Affiliates of the Company,
upon the written request any holder or holders of not less than 20% of the
Registrable Securities, the Company shall file a "shelf" registration statement
on any appropriate form pursuant to Rule 415 (or similar rule that may be
adopted by the SEC) under the Securities Act (a "Shelf Registration") for all of
the then Registrable Securities and all of the Enloe Shares, subject to the
request of any holder to exclude any Registrable Securities or Enloe Shares as
provided below. Within ten (10) days after receipt of a request for a Shelf
Registration, the Company shall give written notice of such registration request
to all non-requesting holders of Registrable Securities and all holders of Enloe
Shares and shall exclude from such registration all

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Registrable Securities or Enloe Shares with respect to which the Company
received written requests for exclusion therefrom within fifteen (15) days
after the receipt of the notice by the applicable holder.

Subject to Section 4(a) and 4(b) hereof, the Company agrees to use
commercially reasonable efforts to cause the Shelf Registration to become
effective and thereafter to keep it continuously effective, and to prevent the
happening of any event of the kind described in Sections 4(c)(3), (4), (5) or
(6) hereof that requires the Company to give notice pursuant to the last
paragraph of Section 4 hereof, for a period terminating on the second year
anniversary of the date on which the SEC declares the Shelf Registration
effective, or such shorter period as shall terminate on the date on which all
the Registrable Securities and Enloe Shares covered by the Shelf Registration
have been sold pursuant to such Shelf Registration, or such period that may be
an extended period pursuant to the last paragraph of Section 4 hereof. The
Company shall only be obligated to file one Shelf Registration which obligation
shall be deemed to have been satisfied when a Shelf Registration has been filed,
declared effective and remained effective for a substantial portion of the
foregoing two year period, unless the Registrable Securities and Enloe Shares
covered by such Shelf Registration shall have been sold prior to the expiration
of such two year period. The offerings of Registrable Securities and Enloe
Shares pursuant to the Shelf Registration shall not be in the form of an
Underwritten Offering. The Enloe Shares shall be deemed to be "Registrable
Securities" under Sections 3, 4, 5, 6, and 8 of this Agreement for purposes of
implementing the provisions of this Section 2(a).

(b) Demand Registration.

At any time during the period commencing on the first anniversary of the
Closing Date and ending when the holders of the Registrable Securities (i) own,
in the aggregate, less than 5% of the issued and outstanding shares of Common
Stock and (ii) are not Affiliates of the Company, any holder or holders of not
less than 20% of the Registrable Securities may make two written requests (a
"Demand Notice") for registration under the Securities Act (a "Demand
Registration") of the Registrable Securities held by such holder or holders;
provided, however, that the number of shares of Registrable Securities requested
to be registered shall have a "fair market value" (determined pursuant to the
next sentence) in excess of $5,000,000. For purposes of this Agreement, fair
market value of the Registrable Securities shall be determined as follows: (i)
if the security is listed on any established stock exchange or a national market
system, including, without limitation, the National Market System of the
National Association of Securities Dealers Automated Quotation System, its fair
market value shall be the closing sales price or the closing bid if no sales
were reported, as quoted on such system or exchange (or the largest such
exchange) on the business day immediately preceding the date of the Demand
Notice (or if there are no sales or bids for such date, then for the last
preceding business day for such sales or bids), as reported in The Wall Street
Journal or similar publication; (ii) if the security is regularly quoted by a
recognized securities dealer but selling prices are not reported, its fair
market value shall be the mean between the high bid and low asked prices for the
security on the date of the Demand Notice (or if there are no quoted prices for
such date, then for the last preceding business day on which there were quoted
prices); or (iii) in the absence of an established market for the security, the
fair market value shall be determined in good faith by the Company's Board of
Directors, with reference to the Company's net worth, prospective earning power,
dividend-paying capacity and other relevant factors, including the goodwill of
the Company, the economic outlook in the Company's industry, the Company's
position in the industry and its management, and the values of stock of other
corporations in the same or a similar line of business (all of such factors
determined as of the date of the Demand Notice).

Within ten days after receipt of each Demand Notice, the Company shall give
written notice of such registration request to all non-requesting holders of
Registrable Securities and shall, subject to the provisions of the following
paragraph, include in such registration all Registrable Securities with respect
to which the Company received written requests for inclusion therein within 15
days after the receipt of the notice of such demand registration request by the
applicable holder. Both the Demand Notice and any request to have Registrable
Securities included

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in a Demand Registration will specify the number of shares of Registrable
Securities proposed to be sold and will also specify the intended method of
disposition thereof. A registration requested pursuant to this Section 2(b)
will not be deemed to have been effected unless the Registration Statement
relating thereto has become effective under the Securities Act; provided,
however, that if, after such Registration Statement has become effective, the
offering of the Registrable Securities pursuant to such registration is
interfered with by any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court, such registration will be
deemed not to have been effected and the right to request a Demand
Registration hereunder shall be reinstated. The holder or holders requesting a
registration pursuant to this Section 2(b) may, at any time prior to the
effective date of the Registration Statement relating to such registration,
revoke such request with respect to their Registrable Securities by providing
a written notice to the Company revoking such request the Company shall
withdraw such Registration Statement, such registration will be deemed not to
have been effected, and the right to request a Demand Registration hereunder
shall be reinstated.

The offering of Registrable Securities pursuant to a Demand Registration
shall be in the form of an Underwritten Offering. If the managing underwriter or
underwriters of such offering advise the Company and the holders of Registrable
Securities that the number of shares of Registrable Securities requested to be
included in such offering is sufficiently large to materially and adversely
affect the success of such offering, the Company will include in such
registration the aggregate number of Registrable Securities which in the opinion
of such managing underwriter or underwriters can be sold without any such
material adverse effect and the Registrable Securities to be included in such
registration shall be allocated, (i) first to the holder or holders
making such demand, (ii) second among the other holders of Registrable
Securities pro rata (according to the Registrable Securities proposed to be
included in such offering by such holders) to the extent necessary to reduce the
total amount of securities to be included in such offering to the amount
recommended by such managing underwriter or underwriters, and (iii) third among
the Company and any other holders of registration rights in respect of
securities of the Company in accordance with the terms of the agreements
granting such rights. No Investor shall be entitled to effect a Demand Notice
under this Section 2(b) within 180 days after the closing date of an
Underwritten Offering; provided, however, that this restriction on effecting a
Demand Notice shall not apply if such Underwritten Offering was pursuant to an
Enloe Offering that has been completed. The holder or holders giving the Demand
Notice shall select the managing underwriter or underwriters of an underwriter
offering under this subsection 2(b), such managing underwriter or underwriters
to be reasonably acceptable to the Company.

No registration pursuant to a request or requests referred to in this
subsection 2(b) shall be deemed to be a Shelf Registration.

(c) Incidental Registration. If, at any time during the period commencing
on the first anniversary date of the Closing Date (or with respect to an Enloe
Offering at any time commencing on the date of this Agreement) and ending when
the holders of Registrable Securities (i) own, in the aggregate, less than 5% of
the issued and outstanding shares of Common Stock and (ii) are not Affiliates of
the Company, the Company proposes to file a registration statement under the
Securities Act (other than in connection with the Shelf Registration, a Demand
Registration, a Registration Statement on Form S-4 or S-8 or any form
substituting therefor, or a registration statement relating to issuances of
securities other than Common Stock (or securities convertible into common stock)
by the Company) with respect to an offering of any class of security by the
Company for its own account or for the account of any of its security holders,
then the Company shall give written notice of such proposed filing to the
holders of the Registrable Securities as soon as practicable (but in no event
less than thirty days before the anticipated filing date), and such notice shall
offer such holders the opportunity to register such number of Registrable
Securities as each such holder may request. Each holder of Registrable
Securities desiring to have its Registrable Securities registered under this
subsection 2(c) shall so advise the Company in writing within 15 days after the
date of receipt of such notice from the Company (which request shall set forth
the number of Registrable Securities for which registration is requested). The
Company shall include in such Registration Statement all such Registrable
Securities so requested to be included therein,

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and, if such registration is an Underwritten Registration, the Company shall
use commercially reasonable efforts to cause the managing underwriter or
underwriters to permit the Registrable Securities requested to be included in
the registration statement for such offering to be included (on the same terms
and conditions as similar securities of the Company included therein to the
extent appropriate); provided, however, that if the managing underwriter or
underwriters of such offering informs the holders of such Registrable
Securities that the total number of securities that the Company, the holders
of Registrable Securities, or other persons propose to include in such
offering is such that the success of the offering would be materially and
adversely affected by inclusion of the securities requested to be included,
then the amount of securities to be offered for the accounts of the Company,
the holders of Registrable Securities and other holders registering securities
pursuant to registration rights shall be allocated as follows:

(i) if such registration has been initiated by the Company as a
primary offering, first to the securities sought to be included by
the Company, second to the Registrable Securities sought to be
included by the holders thereof and the securities sought to be
included by other holders of registration rights whose rights are
not expressly subordinated to the rights of holders of Registrable
Securities, pro rata, on the basis of the number of securities
proposed to be included in such offering by each such holder, and
third to all other securities sought to be included by holders of
registration rights whose rights are expressly subordinated to the
rights of holders of Registrable Securities, pro rata, on the basis
of the number of securities proposed to be included in such offering
by each such holder; and

(ii) if such registration has been initiated by another holder of
registration rights (other than pursuant to Section 2(b) hereof),
first to the securities sought to be included by such demanding
holder (the holders of the Enloe Shares being considered as one
holder for such purpose), second to the Registrable Securities
sought to be included by the holders thereof and the securities
sought to be included by other holders of registration rights whose
rights are not expressly subordinated to the rights of holders of
Registrable Securities, pro rata, on the basis of the number of
securities proposed to be included in such offering, and third to
the securities sought to be included by the Company and to all other
securities sought to be included by other holders of registration
rights whose rights are expressly subordinated to the rights of
holders of Registrable Securities, pro rata, on the basis of the
number of securities proposed to be included in such offering by the
Company and each such holder.

If the number of Registrable Securities sought to be registered pursuant
to this Section 2(c) by a holder of Registrable Securities is reduced as
provided above, such holder shall have the right to withdraw such holder's
request for registration with respect to all of the Registrable Securities
initially sought to be registered.

No registration pursuant to a request or requests referred to in this
subsection 2(c) shall be deemed to be a Shelf Registration.

3. Hold-Back Agreements.

(a) Restrictions on Public Sale by Holder of Registrable Securities. Each
holder of Registrable Securities agrees, if requested by the managing
underwriters in an Underwritten Offering, not to effect any public sale or
distribution of securities of the Company of the same class as the securities
included in the applicable registration statement, including a sale pursuant to
Rule 144 under the Securities Act (except as part of such Underwritten
Registration), during the period beginning 10 days prior to the filing of the
registration statement with respect to such Underwritten Offering, and ending 90
days after the effective date of the registration statement with respect to such
Underwritten Offering, to the extent timely notified in writing by the Company
or the managing underwriters, or, in the case of a shelf offering, the date of
commencement of a public distribution of Registrable Securities pursuant to such
registration statement, as applicable.

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(b) Restrictions on Sale of Securities by the Company. The Company agrees
not to effect any public sale or distribution of any securities similar to those
being registered, or any securities convertible into or exchangeable or
exercisable for such securities (except pursuant to a registration statement on
Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during
the period beginning 10 days prior to the filing of a Registration Statement
with respect to an Underwritten Offering, and ending 90 days after the effective
date of the applicable Registration Statement (except as part of such
Registration Statement (x) where the holders of a majority of the shares of
Registrable Securities to be included in such Registration Statement consent or
(y) where holders of Registrable Securities are participating in such
Registration Statement pursuant to section 2(c) hereof, such Registration
Statement was filed by the Company with respect to the sale of securities by the
Company, and no holder is simultaneously participating in a distribution
pursuant to a Registration Statement filed by the Company pursuant to section
2(b) hereof) or the date of commencement of a public distribution of Registrable
Securities pursuant to such Registration Statement, as applicable.

4. Registration Procedures. In connection with the Company's registration
obligations pursuant to Section 2 hereof, the Company will use commercially
reasonable efforts to effect such registration to permit the sale of such
Registrable Securities in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Company will as expeditiously as
possible:

(a) prepare and file with the SEC, as soon as practicable, a Registration
Statement relating to the applicable registration on any appropriate form under
the Securities Act, which forms shall be available for the sale of the
Registrable Securities in accordance with the intended method or methods of
distribution thereof and shall include all financial statements of the Company,
and use commercially reasonable efforts to cause such Registration Statement to
become effective; provided that before filing a Registration Statement or
Prospectus or any amendments or supplements thereto, including documents
incorporated by reference after the initial filing of the Registration
Statement, the Company will furnish one counsel selected by the holders of a
majority of the shares of Registrable Securities covered by such Registration
Statement, and the underwriters, if any, copies of all such documents proposed
to be filed, which documents, subject to compliance with applicable securities
laws, will be subject to the review of such counsel and underwriters, and the
Company will not file any Registration Statement or amendment thereto or any
Prospectus or any supplement thereto (excluding any documents incorporated by
reference) to which such counsel or the underwriters, if any, shall reasonably
object; and provided further that the Company shall have the right to delay
filing or effectiveness of a Registration Statement filed pursuant to Section
2(a) or Section 2(b) hereto for up to 120 days if the Company's Board of
Directors determines, in good faith, that the filing or effectiveness thereof
could materially interfere with a pending extraordinary transaction involving
the Company or bona fide financing plans of the Company or would require
disclosure of information, the premature disclosure of which would not be in
the best interests of the Company, but no further delays will be permitted;

(b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period with respect to the
Shelf Registration or nine months with respect to a Demand Registration, or such
shorter period which will terminate when all Registrable Securities covered by
such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of all securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration Statement or
supplement to the Prospectus; the Company shall not be deemed to have used
commercially reasonable efforts to keep a Registration Statement effective
during the applicable period if it voluntarily takes any action that would
result in selling holders of the Registrable Securities covered thereby not
being able to sell such Registrable Securities during that period unless such
action is required under applicable law; provided that the foregoing shall not
apply to actions taken by the Company in good faith and for valid business
reasons, including without limitation the acquisition or divestiture of

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assets, so long as the Company promptly thereafter complies with the
requirements of Section 4(l) hereof, if applicable;

(c) notify the selling holders of Registrable Securities and the managing
underwriters, if any, promptly, and (if requested by any such Person) confirm
such advice in writing, (1) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the Registration
Statement or any posteffective amendment, when the same has become effective,
(2) of any request by the SEC for amendments or supplements to the Registration
Statement or the Prospectus or for additional information, (3) of the issuance
by the SEC of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose, (4) if at any
time the representations and warranties of the Company contemplated by paragraph
(n) below cease to be true and correct, (5) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose and (6) of the happening of any
event which makes any statement made in the Registration Statement, the
Prospectus or any document incorporated therein by reference untrue or which
requires the making of any changes in the Registration Statement, the Prospectus
or any document incorporated therein by reference in order to make the
statements therein not misleading;

(d) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the Registration Statement at the earliest
possible moment;

(e) if reasonably requested by the managing underwriter or underwriters or
a holder of Registrable Securities being sold in connection with an Underwritten
Offering and in compliance with applicable securities laws, promptly incorporate
in a Prospectus supplement or post-effective amendment such information as the
managing underwriters and the holders of a majority in number of the Registrable
Securities being sold agree should be included therein relating to the sale of
the Registrable Securities, including, without limitation, information with
respect to the number of Registrable Securities being sold to such underwriters,
the purchase price being paid therefor by such underwriters and with respect to
any other terms of the Underwritten (or best efforts underwritten) Offering of
the Registrable Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;

(f) promptly prior to the filing of any document which is to be
incorporated by reference into the Registration Statement or the Prospectus
(after initial filing of the Registration Statement), make available
representatives of the Company for discussion of such document and make such
changes in such document prior to the filing thereof as counsel for such selling
holders or underwriters may reasonably request, subject to compliance with
applicable securities laws;

(g) furnish to each selling holder of Registrable Securities and each
managing underwriter, without charge, at least one signed copy of the
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference);

(h) deliver to each selling holder of Registrable Securities and the
underwriters, if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Persons may reasonably request; the Company consents to the use of the
Prospectus or any amendment or supplement thereto by each of the selling holders
of Registrable Securities and the underwriters, if any, in connection with the
offering and sale of the Registrable Securities covered by the Prospectus or any
amendment or supplement thereto;

(i) prior to any public offering of Registrable Securities, use
commercially reasonable efforts to register or qualify or cooperate with the
selling holders of Registrable Securities, the underwriters, if any, and their
respective counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or blue sky

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laws of such jurisdictions as any seller or underwriter reasonably requests in
writing and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statement;

(j) cooperate with the selling holders of Registrable Securities and the
managing underwriters, if any, to facilitate the timely preparation and delivery
of certificates representing Registrable Securities to be sold and not bearing
any restrictive legends except as required by the Certificate of Incorporation
of the Company; and enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriters may
request at least two business days prior to any sale of Registrable Securities
to the underwriters;

(k) use commercially reasonable efforts to cause the Registrable Securities
covered by the applicable Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the seller or sellers thereof or the underwriters, if any, to
consummate the disposition of such Registrable Securities;

(l) upon the occurrence of any event contemplated by Section 4(c) (6)
above, prepare a supplement or post-effective amendment to the Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities, the Prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading;

(m) cause all Registrable Securities covered by the Registration Statement
to be listed on each securities exchange on which similar securities issued by
the Company are then listed;

(n) enter into such agreements (including an underwriting agreement) and
take all such other actions in connection therewith in order to expedite or
facilitate the disposition of such Registrable securities and in connection
therewith, whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration, (1) make such
representations and warranties to the holders of such Registrable Securities
and the underwriters, if any, in form, substance and scope as are customarily
made by issuers to underwriters in primary underwritten offerings; (2) obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to
the managing underwriters, if any, and the holders of a majority of the
Registrable Securities included in such registration, covering the matters
customarily covered in opinions requested in Underwritten Offerings and such
other matters as may be reasonably requested by such holders and
underwriters); (3) obtain "cold comfort" letters and updates thereof from the
Company's independent certified public accountants addressed to the selling
holders of Registrable Securities and the underwriters, if any, such letters
to be in customary form and covering matters of the type customarily covered
in "cold comfort" letters by underwriters in connection with primary
Underwritten Offerings; (4) if an underwriting agreement is entered into, the
same shall set forth in full the indemnification provisions and procedures of
Section 6 hereof with respect to all parties to be indemnified pursuant to
said Section; and (5) the Company shall deliver such documents and
certificates as may be requested by the holders of a majority of the
Registrable Securities being sold and the managing underwriters, if any, to
evidence compliance with clause (1) above and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Company. The above shall be done at each closing under such underwriting or
similar agreement or as and to the extent required thereunder;

(o) make available for inspection by representatives of the holders of the
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration, and any attorney or accountant retained by the
sellers or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company and cause the Company's officers,
directors and employees to supply all information reasonably requested by any
such representative, underwriter, attorney or accountant in connection with such
registration; provided

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that any records, information or documents that are designated by the Company
in writing as confidential shall be kept confidential by such Persons unless
disclosure of such records, information or documents is required by court or
administrative order;

(p) comply with all applicable rules and regulations of the SEC and make
available to its security holders, as soon as reasonably practicable, earning
statements satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act),
covering any 12-month period (or 90 days after the end of any 12-month period if
such period is a fiscal year) (i) commencing at the end of any fiscal quarter in
which Registrable Securities are sold to underwriters in a firm commitment or
best efforts underwritten offering and (ii) if not sold to underwriters in such
an offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement; and

(q) cooperate with each seller of Registrable Securities and each
underwriter participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with
the National Association of Securities Dealers, Inc. (the "NASD").

The Company may require each seller of Registrable Securities as to which
any registration is being effected to furnish to the Company such information
regarding the distribution of such securities as the Company may from time to
time reasonably request in writing and to enter into agreements related to the
distribution of the Registrable Securities that are designed to insure
compliance with the Exchange Act.

Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 4(l) hereof, such holder
will forthwith discontinue disposition of Registrable Securities until such
holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 4(l) hereof, or until it is advised in writing (the
"ADVICE") by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings which are incorporated
by reference in the Prospectus, and, if so directed by the Company such holder
will deliver to the Company (at the Company's expense), all copies, other than
permanent file copies then in such holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the time periods
regarding the effectiveness of Registration Statements set forth in Section 2
hereof and Section 4(b) hereof shall be extended by the number of days during
the period from and including the date of the giving of such notice pursuant to
Section 4(c) (6) hereof to the date when the selling holders of Registrable
Securities covered by such registration statement shall receive copies of the
supplemented or amended prospectus contemplated by Section 4(l) hereof or the
Advice.

5. Registration Expenses. All expenses incident to the Company's
performance of or compliance with this Agreement, including without
limitation: all registration and filing fees; all fees associated with a
required listing of the Registrable Securities on any securities exchange;
fees and expenses with respect to filings required to be made with the NASD;
fees and expenses of compliance with securities or blue sky laws (including
fees and disbursements of counsel for the underwriters in connection with blue
sky qualifications of the Registrable Securities and determination of their
eligibility for investment under the laws of such jurisdictions as the
managing underwriters or holders of a majority of the Registrable Securities
being sold may designate); printing expenses, messenger, telephone and
delivery expenses; fees and disbursements of counsel for the Company and
customary fees and expenses for independent certified public accountants
retained by the Company (including the expenses of any comfort letters or
costs associated with the delivery by independent certified public accountants
of a comfort letter or comfort letters requested pursuant to Section 4(n)
hereof); securities acts liability insurance, if the Company so desires; all
internal expenses of the Company (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties); the

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expense of any annual audit; and the fees and expenses of any
Person, including special experts, retained by the Company (all such expenses
being herein called "Registration Expenses") will be borne by the Company
regardless of whether the Registration Statement becomes effective. The
Company shall not have any obligation to pay any underwriting fees, discounts,
or commissions attributable to the sale of Registrable Securities or fees and
expenses of counsel to the holders of Registrable Securities.

6. Indemnification; Contribution.

(a) Indemnification by Company. The Company agrees to indemnify and hold
harmless each holder of Registrable Securities and its partners, and their
respective officers, directors, employees, agents, and Affiliates, and each
Person who controls such Person (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) against all losses, claims,
damages, liabilities and expenses arising out of or based upon any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, Prospectus or preliminary prospectus or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same are caused by or contained in any information furnished in writing to the
Company by the holders of Registrable Securities expressly for use therein. The
Company will also indemnify underwriters, selling brokers, dealer managers and
similar securities industry professionals participating in the distribution,
their officers and directors and each Person who controls such Persons (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) to the same extent as provided above with respect to the indemnification of
the holders of Registrable Securities, if requested.

(b) Indemnification by Holder of Registrable Securities. Each holder of
Registrable Securities agrees to indemnify and hold harmless the Company, each
other holder and their respective directors, officers, employees, agents, and
Affiliates and each Person who controls the Company and as such other Person
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue statement of a material fact or any omission of a
material fact required to be stated in the Registration Statement or Prospectus
or preliminary prospectus or necessary to make the statements therein not
misleading, to the extent, but only to the extent, that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by
such holder to the Company specifically for inclusion in such Registration
Statement or Prospectus. In no event shall the liability of any selling holder
of Registrable Securities hereunder be greater in amount than the dollar amount
of the proceeds received by such holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation. The Company shall be
entitled to receive indemnities from underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution, to the same extent as provided above with respect to information
so furnished in writing by such Persons specifically for inclusion in any
Prospectus or Registration Statement.

(c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit
such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party; provided, however, that any
Person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (a)
the indemnifying party has agreed to pay such fees or expenses, (b) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such Person or (c) based upon advice
of counsel of such Person, a conflict of interest may exist between such
Person and the indemnifying party with respect to such claims (in which case,
if the Person notifies the indemnifying party in writing that such Person
elects to employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not be permitted to assume the defense of such
claim on behalf of such Person), in each of which events the fees and expenses
of such counsel shall be at the expense of

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the indemnifying party. The indemnifying party will not be subject to any
liability for any settlement made without its consent (but such consent will
not be unreasonably withheld), but if settled with its written consent, or if
there be a final judgment for the plaintiff in any such action or proceeding,
the indemnifying party shall indemnify and hold harmless the indemnified
parties from and against any loss or liability (to the extent stated above) by
reason of such settlement or judgment. No indemnified party will be required
to consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation.

(d) Contribution. If for any reason the indemnification provided for in the
preceding clauses (a) and (b) is unavailable to an indemnified party or
insufficient to hold it harmless as contemplated by the preceding clauses (a)
and (b), then each indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by the indemnified party and each such indemnifying party, but
also the relative fault of the indemnified party and each such indemnifying
party, as well as any other relevant equitable considerations, provided, that no
holder of Registrable Securities shall be required to contribute an amount
greater than the dollar amount of the proceeds received by such holder with
respect to the sale of the Registrable Securities giving rise to such
indemnification obligation. The relative fault of the Company on the one hand
and of the selling holders on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by such party, and the parties' relative intent, knowledge,
access to information, and opportunity to correct or prevent such statement or
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentations.

7. Rule 144. The Company hereby agrees that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any holder of
Registrable Securities made after the first anniversary of the Closing Date,
make publicly available other information so long as necessary to permit sales
pursuant to Rule 144 under the Securities Act), and it will take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC. Upon the request of any holder of Registrable
Securities, the Company will deliver to such holder a written statement as to
whether it has complied with such information and requirements.

8. Participation in Underwritten Registrations. No Person may participate
in any Underwritten Registration hereunder unless such Person (i) agrees to sell
such Person's securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements. Nothing in this Section 8 shall be construed to
create any additional rights regarding the registration of Registrable
Securities in any Person otherwise than as set forth herein.

9. Miscellaneous.

(a) Remedies. Each party hereto, in addition to being entitled to exercise
all rights provided herein or granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement to
the extent available under applicable law. Each party hereto agrees that
monetary damages would not be adequate compensation for any loss

B-52
<PAGE> 116

incurred by reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.

(b) Additional Registration Rights. Without the written consent of the
holders of a majority of the then outstanding Registrable Securities, the
Company will not on or after the date of this Agreement enter into any agreement
granting registration rights to, or amending registration rights currently held
by, any other Person with respect to the securities of the Company other than
the Agreement Clarifying Registration Rights in the form attached to the Stock
Purchase Agreement; provided, however, the Company may grant incidental
registration rights that are expressly junior or subordinate to the rights
granted to the holders of Registrable Securities hereunder with respect to any
incidental registration rights of the type described in Section 2(c) hereof. Any
agreement entered into pursuant to such consent shall not be amended without a
further written consent of the holders of a majority of the then outstanding
Registrable Securities.

(c) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
without the written consent of the Company and holders of at least 75% of the
then outstanding Registrable Securities.

(d) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telecopier, or air courier guaranteeing overnight delivery:

(i) if to the Investor, at the most current address given by the
Investor to the Company, in accordance with the provisions of this
subsection, which address initially is 200 Crescent Court, Suite 1350,
Dallas, Texas 75202, Attention: General Partner;

(ii) if to the Company, at the most current address given by the
Company to the Investor, in accordance with the provision of this
subsection, which address initially is 600 N. Pearl Street, Suite 420,
LB#168, Dallas, Texas 75201, Attention: President; and

(iii) if to any transferee, at the address given by such transferee to
the Company in accordance with the provisions of this subsection.

(e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent holders of Registrable Securities; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Securities in violation of the terms of the Stock Purchase
Agreement; and provided, further, that holders of Registrable Securities may not
assign their rights under this Agreement except in connection with the permitted
transfer of Registrable Securities and then only insofar as relates to such
Registrable Securities. If any transferee shall acquire Registrable Securities,
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, and such Person shall be entitled to
receive the benefits hereof.

(f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

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(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE.

(i) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

(j) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter other than the Agreement Clarifying Registration Rights in the form
attached to the Stock Purchase Agreement

(k) Legal Fees. In any proceeding brought to enforce any provision of this
Agreement, the successful party shall be entitled to recover reasonable
attorneys' fees in addition to its costs and expenses and any other available
remedy.

(l) Third Party Beneficiary. The holders of Enloe Shares shall be third
party beneficiaries of the provisions of Section 2(a) of this Agreement, and
such holders shall be entitled to enforce such provisions of this Agreement as
if they were parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights
Agreement as of the date first written above.

[NEWCO]

By:
--------------------------
Name: Robert Ted Enloe
Title: President

HUNTER'S GLEN/FORD, LTD

By:
--------------------------
Name: Gerald J. Ford
Title: General Partner

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EXHIBIT C

AGREEMENT CLARIFYING REGISTRATION RIGHTS

B-55
<PAGE> 119

EXHIBIT C

AGREEMENT CLARIFYING REGISTRATION RIGHTS

This Agreement Clarifying Registration Rights (this "Agreement") is dated
as of , 1996, and is by and among , a Delaware corporation
(the "Issuer"), R. Ted Enloe III, an individual ("Enloe"), the Enloe
Descendants' Trust, a Texas trust (the "Trust"), and Hunter's Glen/Ford, Ltd., a
Texas limited partnership ("Purchaser").

RECITALS

WHEREAS, Liberte Investors, a Massachusetts business trust ("Liberte"), has
previously granted Enloe registration rights in connection with 400,000 shares
of beneficial interest of Liberte ("Shares of Beneficial Interest"), pursuant to
Sections 9 and 10 of a Stock Option Agreement dated as of May 7, 1993 as amended
by the Agreement Regarding Registration Rights, Amendment of Stock Option
Agreement, and Ratification of Pledge Agreement date as of November 13, 1995,
among the Issuer, the Trust and Enloe (the "Stock Option Agreement");

WHEREAS, in connection with the transfer of such 400,000 Shares of
Beneficial Interest to the Trust, Enloe transferred, conveyed and assigned such
registration rights (the "Trust Registration Rights") to the Trust, and Liberte
consented to such transfer, conveyance and assignment;

WHEREAS, Liberte's rights and obligations in respect of the Trust
Registration Rights and the Stock Option Agreement have been conveyed, assigned
and transferred to, and assumed by, the Issuer;

WHEREAS, on January 16, 1996, the Purchaser and Liberte entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement"), pursuant to which the
Purchaser has purchased shares of the Issuer's Common Stock, par value $.01 per
share (the "Common Stock");

WHEREAS, the Purchaser and the Issuer have entered into a Registration
Rights Agreement dated as of the date hereof (the "Purchaser Registration Rights
Agreement"), pursuant to which the Issuer has granted the Purchaser certain
registration rights in connection with the shares of Common Stock purchased by
the Purchaser pursuant to the Stock Purchase Agreement (the "Purchaser
Registration Rights");

WHEREAS, the parties hereto desire to clarify the interaction of the Trust
Registration Rights and the Purchaser Registration Rights.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. Extension of Trust Registration Rights. The Trust Registration Rights
shall be available for and shall apply to all shares of Common Stock held by the
Trust, Enloe or Enloe's spouse, to the extent such shares derive from (i) the
719,000 Shares of Beneficial Interest owned by the Trust as of the date of the
Stock Purchase Agreement, (ii) the 38,000 Shares of Beneficial Interest owned by
Enloe in his Keogh Plan as of the date of the Stock Purchase Agreement, and
(iii) the 2,000 Shares of Beneficial Interest owned by Enloe's spouse as of the
date of the Stock Purchase Agreement. Such shares held by the Trust shall be

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deemed "Registrable Securities" under Sections 9 and 10 of the Stock Option
Agreement. Such shares held by Enloe and Enloe's spouse shall be deemed
"Registrable Securities" under Section 10 of the Stock Option Agreement, but not
under Section 9 thereof; provided, that if the Trust exercises a demand right
under Section 9 of the Stock Option Agreement, Enloe and Enloe's spouse may
include their shares in the resulting offering pursuant to Section 10 of the
Stock Purchase Agreement.

2. Effectiveness of Sections 3 and 4. The provisions of Section 3 and 4 of
this Agreement shall only be effective during the period commencing on the
first anniversary date of the Closing Date (as defined in the Stock Purchase
Agreement) and ending on the date when either the Trust, Enloe, and Enloe's
spouse, on the one hand, or the Purchaser, one the other hand, no longer owns
securities of the Issuer for which it has registration rights under the Stock
Option Agreement (as modified by this Agreement) or the Purchaser Registration
Rights Agreement, as applicable.

3. Exercise of Demand Rights; Primary Offerings by the Issuer

(a) Exercise of Demand Rights by Trust. In the event the Trust exercises
demand registration rights as to securities of the Issuer owned by it in
accordance with Section 9 of the Stock Option Agreement, the Purchaser shall be
entitled to exercise its Purchaser Registration Rights in accordance with (but
only to the extent provided in) Section 2(c) of the Purchaser Registration
Rights Agreement, and Enloe and Enloe's spouse shall be entitled to exercise
their Trust Registration Rights in accordance with (but only to the extent
provided in) Section 10 of the Stock Option Agreement; provided, that in the
event such registration is an Underwritten Offering (as defined in the Purchaser
Registration Rights Agreement), if the managing underwriter or underwriters of
such Underwritten Offering informs the Issuer, the Trust, Enloe, Enloe's spouse
and the Purchaser that the total number of securities that the Issuer proposes
to register on behalf of the Trust, Enloe, Enloe's spouse, the Purchaser, and
the Issuer is such that the success of the offering would be materially and
adversely affected by inclusion of the securities requested to be included, then
the amount of securities to be offered for the accounts of the Issuer, the
Trust, Enloe, Enloe's spouse, and the Purchaser shall be allocated as follows:
first to securities sought to be included by the Trust, Enloe and Enloe's
spouse, second to securities sought to be included by the Purchaser, and third
to securities sought to be included by the Issuer.

(b) Exercise of Demand Right by the Purchaser. In the event the Purchaser
exercises demand registration rights as to securities of the Issuer owned by it
in accordance with Sections 2(b) of the Purchaser Registration Rights Agreement,
the Trust, Enloe and Enloe's spouse shall be entitled to exercise their Trust
Registration Rights in accordance with (but only to the extent provided in)
Section 10 of the Stock Option Agreement; provided, that in the event such
registration is an Underwritten Offering, if the managing underwriter or
underwriters of such Underwritten Offering informs the Issuer, the Trust, Enloe,
Enloe's spouse, and the Purchaser that the total number of securities that the
Issuer proposes to register on behalf of the Purchaser, the Trust, Enloe,
Enloe's spouse, and the Issuer is such that the success of the offering would be
materially and adversely affected by inclusion of the securities requested to be
included, then the amount of securities to be offered for the accounts of the
Issuer, the Trust, Enloe, Enloe's spouse and the Purchaser shall be allocated as
follows: first to securities sought to be included by the Purchaser, second to
securities sought to be included by Trust, Enloe and Enloe's spouse and third to
securities sought to be included by the Issuer.

(c) Primary Underwritten Offering by the Issuer. In the event the Issuer
proposes to file a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), in respect of a primary offering by the Issuer
and other than pursuant to exercise of a demand right by the Purchaser pursuant
to Section 2(b) of the Purchaser Registration Rights Agreement, (i) the Trust,
Enloe and Enloe's spouse shall be entitled to exercise their Trust Registration
Rights in accordance with (but only to the extent provided in) Section 10 of the
Stock Option Agreement, and (ii) the Purchaser shall be entitled to exercise

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its Purchaser Registration Rights in accordance with (but only to the extent
provided in) Section 2(c) of the Purchaser Registration Rights Agreement;
provided, that in the event such registration is an Underwritten Offering, if
the managing underwriter or underwriters of such Underwritten Offering informs
the Issuer, the Trust, Enloe, Enloe's spouse and the Purchaser that the total
number of securities that the Issuer proposes to register on behalf of the
Trust, Enloe, Enloe's spouse, the Purchaser, and the Issuer is such that the
success of the offering would be materially and adversely affected by
inclusion of the securities requested to be included, then the amount of
securities to be offered for the accounts of the Issuer, the Trust, Enloe,
Enloe's spouse, and the Purchaser shall be allocated as follows: first to
securities sought to be included by the Issuer, and second to securities
sought to be included by the Trust, Enloe, Enloe's spouse, and the Purchaser,
pro rata, on the basis of the number of Shares sought to be included by the
Trust, Enloe and Enloe's spouse on the one hand and the Purchaser on the other
hand.

4. Hold-Back Agreements.

(a) The Purchaser. In the event the Trust exercises a demand registration
right in accordance with Section 9 of the Stock Purchase Agreement, the
Purchaser hereby agrees not to effect any public sale or distribution of
securities of the Issuer of the same class as the securities included in the
applicable registration statement, including a sale pursuant to Rule 144 under
the Securities Act (except as a part of the offering in respect of the
exercise of such demand right), during the period beginning 10 days prior to
the filing of the registration statement and ending 90 days after the
effective date of such registration statement with respect to such
Underwritten Offering, to the extent timely notified in writing by the Issuer
or the managing underwriters.

(b) The Trust, Enloe and Enloe's Spouse. In the event the Purchaser
exercises a demand registration right in accordance with Sections 2(b) of the
Purchaser Registration Rights Agreement, the Trust, Enloe and Enloe's spouse
hereby agree not to effect any public sale or distribution of securities of the
Issuer of the same class as the securities included in the applicable
registration statement, including a sale pursuant to Rule 144 under the
Securities Act (except as a part of the offering in respect of the exercise of
such demand right), during the period beginning 10 days prior to the filing of
the registration statement, and ending 90 days after the effective date of such
registration statement, to the extent timely notified in writing by the Issuer
or the managing underwriters.

(c) The Purchaser, the Trust, Enloe and Enloe's Spouse. In the event the
Issuer files a registration statement under the Securities Act in respect of a
primary offering by the Issuer, the Purchaser, the Trust, Enloe and Enloe's
spouse hereby agree not to effect any public sale or distribution of securities
of the Issuer of the same class as the securities included in the applicable
registration statement, including a sale pursuant to Rule 144 under the
Securities Act (except as a part of the offering in respect of the exercise of
such demand right), (i) in the event such primary offering is an Underwritten
Offering, during the period beginning 10 days prior to the filing of the
registration statement with respect to such Underwritten Offering, and ending 90
days after the effective date of the registration statement with respect to such
Underwritten Offering, to the extent timely notified in writing by the Issuer or
the managing underwriters of such Underwritten Offering, or (ii) in the case of
a shelf offering, 90 days after the commencement of a public distribution of
Registrable Securities (as such term is defined in the Stock Option Agreement
and Purchaser Registration Rights Agreement, respectively) pursuant to such
registration statement.

5. Transferability of Trust Registration Rights. The Trust Registration
Rights held by the Trust, Enloe and Enloe's spouse shall be transferable without
consent of the Issuer or any other person to any successor holders of
Registrable Securities (as such term as defined in the Stock Option Agreement)
held by the Trust, Enloe and Enloe's spouse as of the date of this Agreement.

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<PAGE> 122

6. Enloe Registration Expenses. "Registration Expenses" as defined in
Section 9(d) of the Stock Option Agreement shall not include any underwriting
fees, discounts or commissions attributable to the sale of Registrable
Securities (as such term is defined in the Stock Option Agreement).

7. Successor Registration Rights. The terms "Trust," "Enloe," "Enloe's
spouse," and "Purchaser" as used in this Agreement shall include any successor
holders of the Registrable Securities (as such term is defined in the Stock
Option Agreement and the Purchaser Registration Rights Agreement, respectively)
held by the Trust, Enloe, Enloe's spouse, or the Purchaser as of the date of
this Agreement.

8. This Agreement Controls. In the event of a conflict or ambiguity in
interpretation between this Agreement and the Stock Option Agreement or the
Purchaser Registration Rights Agreement, or both, the provisions of this
Agreement shall control.

9. Miscellaneous.

(a) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given without the written consent of all of the
parties hereto.

(b) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

(c) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF.

(d) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

(e) Third Party Beneficiary. Enloe's spouse is a third party beneficiary of
this Agreement, and is entitled to enforce such provisions of this Agreement as
if she were a party hereto.

(f) Entire Agreement. This Agreement, the Stock Option Agreement, and the
Purchaser Registration Rights Agreement are intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement, the Stock Option Agreement
and the Purchaser Registration Rights Agreement supersede all prior agreements
and understandings between the parties with respect to such subject matter.

[SIGNATURES ON THE NEXT PAGE]

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<PAGE> 123

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this
Agreement as of the date first written above.

[NEWCO]

By:
--------------------------------
Robert Ted Enloe III
President

HUNTER'S GLEN/FORD, LTD.

By:
--------------------------------
Gerald J. Ford
General Partner

ENLOE DESCENDANTS' TRUST

By:
--------------------------------
Robert Ted Enloe III
Investment Trustee

--------------------------------
Robert Ted Enloe III

B-60
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AMENDMENT TO THE STOCK PURCHASE AGREEMENT

This Amendment to the Stock Purchase Agreement (this "Amendment"), dated as
of February 27, 1996, is between Liberte Investors, a Massachusetts business
trust (the "Company"), and Hunter's Glen/Ford, Ltd., a Texas limited partnership
(the "Purchaser").

RECITALS

WHEREAS, the Company and the Purchaser entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement"), dated as of January 16, 1996,
pursuant to which the Purchaser agreed to purchase shares of the Common Stock of
Newco, a Delaware corporation into which the Company will reorganize (terms with
initial capital letters not otherwise defined in this Amendment have the
meanings given to them in the Stock Purchase Agreement); and

WHEREAS, the Company and the Purchaser desire to enter into this Amendment
to add certain provisions to the Stock Purchase Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the terms
and conditions of this Amendment, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound by this Amendment, the Company and the Purchaser agree as follows:

SECTION 1 HSR ACT REPRESENTATION OF THE COMPANY. Section 3.1 of the Stock
Purchase Agreement is amended to add the following Subsection 3.1(x):

(X) NO HSR FILING. Neither the Company nor any Person that constitutes
the ultimate parent entity of the Company for purposes of the HSR Act has
total assets or annual net sales of $100,000,000 or more.

SECTION 2 HSR ACT REPRESENTATION OF THE PURCHASER. Section 3.2 of the
Stock Purchase Agreement is amended to add the following Subsection 3.2(j):

(J) NO HSR FILING. Neither the Purchaser nor any Person that
constitutes the ultimate parent entity of the Purchaser for purposes of the
HSR Act has total assets or annual net sales of $100,000,000 or more.

SECTION 3 NO TRUSTEE LIABILITY. Article VIII of the Stock Purchase
Agreement is amended to add the following Section 8.21:

SECTION 8.21 NO TRUSTEE LIABILITY. A copy of the Declaration of Trust
is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed
on behalf of the trustees of the Company as trustees and not individually
and that the obligations of this Agreement are not binding upon any of the
trustees, officers, agents, or shareholders of the Company individually,
but are binding only upon the assets and property of the Company.

SECTION 4 EFFECT OF THIS AMENDMENT. Except as amended by this Amendment,
the Stock Purchase Agreement remains in full force and effect.

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IN WITNESS WHEREOF, the Company and the Purchaser have each executed and
delivered this Amendment as of the date first written above.

LIBERTE INVESTORS

By: /S/ BRADLEY S. BUTTERMORE
---------------------------
Name: Bradley S. Buttermore
Title: Senior Vice President

HUNTER'S GLEN/FORD, LTD.

By: /S/ GERALD J. FORD
---------------------------
Name: Gerald J. Ford
Title: General Partner

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SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENT

This Second Amendment to the Stock Purchase Agreement (this "Amendment"),
dated as of March 28, 1996, is between Liberte Investors, a Massachusetts
business trust (the "Company"), and Hunter's Glen/Ford, Ltd., a Texas limited
partnership (the "Purchaser").

RECITALS

WHEREAS, the Company and the Purchaser entered into a Stock Purchase
Agreement (as amended, the "Stock Purchase Agreement"), dated as of January 16,
1996, pursuant to which the Purchaser agreed to purchase shares of the Common
Stock of Newco, a Delaware corporation into which the Company will reorganize
(terms with initial capital letters not otherwise defined in this Amendment have
the meanings given to them in the Stock Purchase Agreement);

WHEREAS, the Company and the Purchaser entered into the Amendment to the
Stock Purchase Agreement (the "First Amendment"), dated as of February 27, 1996,
to add certain provisions to the Stock Purchase Agreement; and

WHEREAS, the Company and the Purchaser desire to enter into this Amendment
to change certain provisions of the Stock Purchase Agreement.

AGREEMENT

SECTION 1 CHARTER AND BYLAWS. Section 4.4 of the Stock Purchase Agreement
is amended to read as follows:

SECTION 4.4 CHARTER AND BYLAWS. The Company, Newco, and the Purchaser
acknowledge that Newco's Certificate of Incorporation shall include
provisions concerning the restrictions on the transfer of equity securities
in Newco to preserve certain tax attributes. The Company shall deliver to
the Purchaser a form of proposed Certificate of Incorporation and Bylaws
for Newco, which Certificate of Incorporation and Bylaws shall be
reasonably acceptable to the Purchaser, prior to the initial filing of the
Proxy Statement/Prospectus with the Commission, along with an opinion of
Morris, Nichols, Arsht & Tunnell or such other Delaware counsel as is
acceptable to the Purchaser, in the form and substance satisfactorily to
the Purchaser in its reasonable discretion, that the transfer restrictions
contained in such Certificate of Incorporation are enforceable (the
"Transfer Restriction Opinion").

SECTION 2 NEWCO MATTERS. Section 4.19 of the Stock Purchase Agreement is
amended to read as follows:

SECTION 4.19 NEWCO MATTERS. At or before the Closing, if the
conditions set forth in Section 2.2 have been satisfied or waived, the
Company shall: (a) cause the appointment of one designee of the Purchaser
as a director of Newco, (b) cause Newco to enter into an indemnity
agreement in form and substance reasonably satisfactory to the Purchaser
with the Purchaser's designee for director, (c) cause Newco's Certificate
of Incorporation and Bylaws to be in the form referred to in

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Section 4.4 of this Agreement, (d) transfer all of the assets and
liabilities of the Company to Newco pursuant to Section 8.2 of the
Company's Declaration of Trust, as amended, (e) distribute the Common
Stock of Newco that the Company receives in exchange for its assets and
liabilities to the Company's shareholders, and (f) cause Newco to assume
the Company's obligations under this Agreement. Immediately after the
Closing, Newco's Board of Directors shall consist of the Purchaser's
designee and two of the three trustees of the Company immediately before
the Closing, thereafter to serve in accordance with Applicable Law and
Newco's Certificate of Incorporation and Bylaws.

SECTION 3 EFFECT OF THIS AMENDMENT. Except as amended by the First
Amendment and this Amendment, the Stock Purchase Agreement remains in full force
and effect.

IN WITNESS WHEREOF, the Company and the Purchaser have each executed and
delivered this Amendment as of the date first written above.

LIBERTE INVESTORS

By: /S/ BRADLEY S. BUTTERMORE
---------------------------
Name: Bradley S. Buttermore
Title: Senior Vice President

HUNTER'S GLEN/FORD, LTD.

By: /S/ GERALD J. FORD
---------------------------
Name: Gerald J. Ford
Title: General Partner

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EXHIBIT C

PLAN OF REORGANIZATION

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PLAN OF REORGANIZATION

This Plan of Reorganization (this "Plan"), dated as April 1, 1996, is
between Liberte Investors, a Massachusetts business trust (the "Trust"), and
Liberte Investors Inc., a Delaware corporation (the "Company").

RECITALS

WHEREAS, the Trust has caused the formation of the Company to enable the
Trust to reorganize into a Delaware corporation;

WHEREAS, the Trust has also entered into a Stock Purchase Agreement (as
amended, the "Stock Purchase Agreement"), dated as of January 16, 1996, between
the Trust and Hunter's Glen/Ford, Ltd. (along with any permitted assignee, the
"Purchaser"), under which the Trust agreed to cause the Company to sell shares
of its common stock, par value $.01 per share (the "Common Stock"), to the
Purchaser;

WHEREAS, the Company has issued 1,000 shares of its Common Stock to the
Trust for $1,000 and the Trust's assignment of the Stock Purchase Agreement to
it;

WHEREAS, the reorganization of the Trust into the Company is a condition to
the closing of the sale of the shares of Common Stock; and

WHEREAS, the Trust and the Company therefore desire to enter into this Plan
pursuant to which the Trust will reorganize into the Company, upon the terms and
conditions set forth in this Plan.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the terms
and conditions of this Plan, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound by this Plan, the Trust and the Company agree as follows:

SECTION 1 REORGANIZATION. Subject to the approval of the Trust's
shareholders in accordance with the Declaration of Trust (as amended, the
"Declaration of Trust"), the Trust shall reorganize into the Company. To effect
this reorganization, the Trust shall transfer all of its assets to the Company
and receive shares of the Company's Common Stock. Pursuant to Section 8.2 of the
Declaration of Trust, the Trust shall cause the distribution of the shares of
Common Stock that the Trust owns to its shareholders in redemption of their
shares of beneficial interest in the Trust (the "Beneficial Shares"), and then
terminate. The Company shall assume all of the Trust's outstanding liabilities
and obligations at the time of the reorganization (the "Closing").

SECTION 2 SHAREHOLDER APPROVAL. The Trust shall hold a shareholders'
meeting for the purpose of voting upon this Plan and such other matters as the
Trust considers appropriate, including an amendment to Section 8.2 of the
Declaration of Trust to enable the reorganization to occur. The shareholders'
approval of this Plan and such an amendment shall be conditions to the
consummation of the reorganization, which shall occur as soon as practicable
after such approval.

SECTION 3 ASSET TRANSFER. At the Closing, the Trust shall transfer all of
its assets to the Company, which transfer shall include the following:

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(A) CASH BALANCES. The Trust shall wire transfer or otherwise transfer
all of its cash balances to a bank account of the Company.

(B) CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS. The Trust shall
execute and deliver to the Company appropriate documents transferring to
the Company all of the Trust's interests in its cash equivalents and other
short-term investments.

(C) PROMISSORY NOTES RECEIVABLE. The Trust shall endorse to the
Company all of the Trust's interests in its promissory notes receivable
and deliver such endorsed promissory notes receivable to the Company. In
addition, the Trust shall execute and deliver to the Company assignments
of any security interests securing the payment of such promissory notes
receivable, which assignments shall be in recordable form.

(D) REAL ESTATE. The Trust shall execute and deliver to the Company
general warranty deeds transferring to the Company all of the Trust's
interests in its real property, which general warranty deeds shall be in
recordable form.

(E) STOCK. The Trust shall deliver to the Company the certificates
evidencing any shares of stock or other equity interests that the Trust
owns, along with properly executed stock powers transferring such shares
and equity interests to the Company.

(F) OTHER ASSETS. The Trust shall execute and deliver to the Company a
general bill of sale and assignment transferring to the Company all of the
Trust's interests in all of its other tangible and intangible personal
property.

SECTION 4 LIABILITY ASSUMPTION. At the Closing, the Company shall execute
and deliver to the Trust an assumption document under which the Company shall
assume all of the Trust's outstanding liabilities and obligations as of the
Closing.

SECTION 5 ISSUANCE OF SHARES. At the Closing, the Company shall issue to
the Trust the number of shares of the Company's Common Stock equal to the number
of outstanding Beneficial Shares as of the Closing, less 1,000 shares. At that
time, the Trust shall close its transfer register for the Beneficial Shares.

SECTION 6 DISTRIBUTION OF SHARES. As of the Closing, the Company shall
engage on behalf of the Trust an exchange agent (the "Exchange Agent") to assist
in the exchange of the Beneficial Shares in the Trust for the shares of Common
Stock in the Company. Such exchange shall be on the basis of one share of Common
Stock for each Beneficial Share. The engagement of the Exchange Agent shall be
deemed to constitute the distribution of the shares of Common Stock to the
shareholders for purposes of the definition of the "Proposal" contained in the
Stock Purchase Agreement. The Exchange Agent shall perform all tasks necessary
to effect the exchange, which the Trust and the Company anticipate will include
the following:

(A) LETTERS OF TRANSMITTAL. The Exchange Agent shall send to each
shareholder a transmittal letter requesting such shareholder to deliver to
the Exchange Agent such shareholder's certificates representing Beneficial
Shares. Upon the receipt of a properly completed letter of transmittal
accompanied by such certificates, the Exchange Agent shall send to such
shareholder or its assignee a stock

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certificate for the number of shares of Common Stock equal to the number
of such Beneficial Shares.

(B) STOCK CERTIFICATES. The Trust shall deliver to the Exchange Agent
the stock certificates representing the shares of Common Stock that the
Trust owns, which the Exchange Agent shall exchange for a balance
certificate issued in the name of the Exchange Agent. As the Exchange Agent
subsequently exchanges certificates representing Beneficial Shares for
certificates representing shares of Common Stock, the Exchange Agent shall
exchange the balance certificate for certificates in the names of the
exchanging shareholders or their assignees and a new balance certificate
representing the then current number of shares of Common Stock for which
certificates representing Beneficial Shares have not been exchanged.

(C) COMMON STOCK OWNED BY THE SHAREHOLDERS. At all times after the
Closing, the shareholders or their assignees shall be considered the
owners of the shares of Common Stock that they will receive upon their
submission of a properly completed letter of transmittal accompanied by
the certificates representing their Beneficial Shares. Until a
shareholder or its assignee exchanges a certificate representing
Beneficial Shares for a certificate representing shares of Common Stock,
however, the Company shall pay any distributions with respect to such
shares of Common Stock to the Exchange Agent. The Exchange Agent shall
hold such distributions and then distribute them to the holder of the
certificate representing the respective Beneficial Shares or its assignee
when such holder exchanges such certificate for a certificate
representing shares of Common Stock. In addition, with respect to any
matters submitted to a vote of the Company's shareholders before
completion of the exchange of the certificates representing Beneficial
Shares for the certificates representing shares of Common Stock, the
Exchange Agent shall assist the Company in obtaining voting instructions
with respect to the shares of Common Stock represented by the then
current balance certificate from the holders of the certificates
representing the unexchanged Beneficial Shares.

SECTION 7 ACTIVITIES PRIOR TO TERMINATION. From the Closing until the
Trust's termination, the Trust shall not issue any Beneficial Shares or carry on
any business, except such business as required to effect the Trust's liquidation
and termination. With respect to any liabilities or obligations that the Trust
incurs to effect such liquidation and termination, the Company shall pay such
liabilities or perform such obligations on the Trust's behalf. In addition, the
Company shall assist the Trust in keeping the Trust's records and performing
similar functions until the Trust terminates.

SECTION 8 TERMINATION. As soon as practicable after the Closing, the Trust
shall terminate pursuant to the provisions of its Declaration of Trust. As
required under Sections 8.1 and 8.2 of the Declaration of Trust, the Trust shall
file the appropriate instrument of termination with the Secretary of State of
the Commonwealth of Massachusetts and the Registry of Deeds of Suffolk County,
Massachusetts.

SECTION 9 FORM OF DOCUMENTS. All documents referred to in this Plan
concerning the reorganization of the Trust into the Company shall be in form and
substance mutually satisfactory to the Trust and the Company.

SECTION 10 FURTHER ASSURANCES. After the Closing, the Trust shall execute
and deliver to the Company or any other persons that the Company may designate
such certificates, documents, and instruments that may be advisable or necessary
to vest, perfect, or

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confirm the transfer of all of the Trust's assets to the Company. Such
documents may include assignments, conveyances, bills of sale, deeds, or other
documents. Similarly, after the Closing, the Company shall execute and deliver
to the Trust or such other persons as the Trust may designate such
certificates, documents, and instruments that may be advisable or necessary to
confirm that the Company has assumed all of the liabilities and obligations of
the Trust as of the Closing. In addition, the Trust and the Company shall do
any other acts that the other may reasonably request to carry out the intent
and purposes of this Plan.

SECTION 11 SECTION 368(A)(1). The Trust and the Company intend this Plan
to constitute a plan of reorganization within the meaning of Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended.

SECTION 12 TRANSFER TAXES. The Company shall pay any transfer taxes and
purchase any transfer stamps required in connection with the Company's issuance
of certificates representing shares of Common Stock in exchange for the
surrender of certificates representing Beneficial Shares.

SECTION 13 GOVERNING LAW. THIS PLAN SHALL BE CONSTRUED AND INTERPRETED
ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF
THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER THE APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW OF THE STATE OF DELAWARE.

SECTION 14 SURVIVABILITY. The terms of this Plan shall survive the
Closing.

SECTION 15 NO TRUSTEE LIABILITY. A copy of the Declaration of Trust is on
file with the Secretary of State of the Commonwealth of Massachusetts, and
notice is hereby given that this Plan is executed on behalf of the trustees of
the Trust as trustees and not individually and that the obligations of this Plan
are not binding upon any of the trustees, officers, agents, or shareholders of
the Trust individually, but are binding only upon the assets and property of the
Trust.

SECTION 16 ABANDONMENT OR AMENDMENT. Notwithstanding the approval of this
Plan by the Trust's shareholders, either the Trust or the Company may abandon
this Plan at any time before the Closing without incurring any liability because
of such abandonment. In addition, the Trust and the Company may amend this Plan
at any time. The approval of this Plan by the Trust's shareholders shall be
deemed to include any such amendment, so long as such amendment does not
adversely affect them.

[SIGNATURES ON THE NEXT PAGE]

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IN WITNESS WHEREOF, each party hereto has executed and delivered this Plan
as of the date first written above.

LIBERTE INVESTORS

By: /S/ ROBERT TED ENLOE III
--------------------------
Name: Robert Ted Enloe III
Title: President

LIBERTE INVESTORS INC.

By: /S/ ROBERT TED ENLOE III
--------------------------
Name: Robert Ted Enloe III
Title: President

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EXHIBIT D

CHARTER OF THE COMPANY

D-1
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CERTIFICATE OF INCORPORATION
OF
LIBERTE INVESTORS INC.

I, the undersigned, for the purpose of creating and organizing a
corporation under the provisions of and subject to the requirements of the
General Corporation Law of the State of Delaware, do hereby certify as follows:

ARTICLE I

The name of the Corporation is Liberte Investors Inc. (the "Corporation").

ARTICLE II

The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.

ARTICLE III

The purpose for which the Corporation is organized is to engage in any and
all lawful acts and activity for which corporations may be organized under the
General Corporation Law of Delaware.

ARTICLE IV

The total number of shares of stock that the Corporation shall have
authority to issue is 60,000,000 shares of capital stock, consisting of (i)
10,000,000 shares of preferred stock, par value $.01 per share ("Preferred
Stock"); and (ii) 50,000,000 shares of Common Stock, par value $.01 per share
("Common Stock").

The board of directors of the Corporation is authorized, subject to any
limitations prescribed by law, to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish, and, to the fullest
extent permitted by law, to increase or decrease, from time to time, the number
of shares to be included in each such series, and to fix, and if no shares of
stock of the series have been issued, to amend, the designation, powers,
preferences and rights of the shares of each such series and any qualifications,
limitations or restrictions thereof. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the Common Stock, without a vote of the holders of the Preferred
Stock, or of any series thereof, unless a vote of any such holders is required
pursuant to the certificate or certificates establishing the series of Preferred
Stock.

ARTICLE V

The number of directors that shall constitute the whole board of directors
shall from time to time be fixed exclusively by the board of directors by a
resolution adopted by a

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majority of the whole board of directors serving at the time of that vote. In
no event shall the number of directors that constitute the whole board of
directors be fewer than two or more than twelve. The names and addresses of
the persons who are to serve as directors of the Corporation until the first
annual meeting of stockholders or until their successors are elected and
qualified are: Robert Ted Enloe III, 600 N. Pearl Street, Suite 420, LB #168,
Dallas, Texas 75201, and Gene H. Bishop, 600 N. Pearl Street, Suite 420, LB
#168, Dallas, Texas 75201. No decrease in the number of directors shall have
the effect of shortening the term of any incumbent director. Each director
shall hold office until the next annual meeting of stockholders and until his
successor is elected and qualified or, if earlier, until his death,
resignation, or removal from office. Directors of the Corporation need not be
elected by written ballot unless the bylaws of the Corporation otherwise
provide.

ARTICLE VI

All of the power of the Corporation, insofar as it may be lawfully vested
by this Certificate of Incorporation in the board of directors, is hereby
conferred upon the board of directors of the Corporation. In furtherance of and
not in limitation of that power or the powers conferred by law, (1) a majority
of directors then in office (or such higher percentage as may be specified in
the bylaws with respect to any provision thereof) shall have the power to adopt,
amend, and repeal the bylaws of the Corporation; and (2) notwithstanding any
other provision of this Certificate of Incorporation or any provision of law
that might otherwise permit a lesser or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the capital
stock of the Corporation required by law or by this Certificate of
Incorporation, the bylaws of the Corporation shall not be adopted, altered,
amended, or repealed by the stockholders of the Corporation except in accordance
with the provisions of the bylaws and by the vote of the holders of not less
than a majority of the outstanding shares of stock then entitled to be voted
generally in an election of directors, voting together as a single class, or
such higher vote as is set forth in the bylaws. In the event of a direct
conflict between the bylaws of the Corporation and this Certificate of
Incorporation, the provisions of this Certificate of Incorporation shall be
controlling. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law that might otherwise permit a lesser or no
vote, but in addition to any affirmative vote of the holders of any particular
class or series of the capital stock of the Corporation required by law or by
this Certificate of Incorporation, the affirmative vote of the holders of not
less than two-thirds of the shares of the Corporation then entitled to be voted
generally in an election of directors, voting together as a single class, shall
be required to amend or repeal, or to adopt any provision inconsistent with,
this Article VI.

ARTICLE VII

Special meetings of the stockholders of the Corporation, and any proposals
to be considered at such meetings, may be called and proposed by either the
board of directors, pursuant to a resolution approved by a majority of the whole
board of directors at the time in office or the holders of not less than
one-third of the Common Stock. Special meetings of the preferred stockholders of
the Corporation, and any proposals to be considered at such meetings, may be
called and proposed as provided by law or in the certificate or certificates
establishing the Preferred Stock. Except as otherwise required by law or
regulation, no business proposed by a stockholder to be considered at an annual
meeting of the common stockholders (including the nomination of any person to be
elected as a director of the Corporation) shall be considered by the common
stockholders at that meeting unless, no later than sixty days before the annual
meeting of common stockholders or (if later) ten days after the first public
notice of that meeting is sent to common stockholders, the Corporation receives

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from the stockholder proposing that business a written notice that sets forth
(1) the nature of the proposed business with reasonable particularity,
including the exact text of any proposal to be presented for adoption, and the
reasons for conducting that business at the annual meeting; (2) with respect
to each such stockholder, that stockholder's name and address (as they appear
on the records of the Corporation), business address and telephone number,
residence address and telephone number, and the number of shares of each class
of stock of the Corporation beneficially owned by that stockholder; (3) any
interest of the stockholder in the proposed business; (4) the name or names of
each person nominated by the stockholder to be elected or re-elected as a
director, if any; and (5) with respect to each nominee, that nominee's name,
business address and telephone number, residence address and telephone number,
the number of shares, if any, of each class of stock of the Corporation owned
directly and beneficially by that nominee, and all information relating to
that nominee that is required to be disclosed in solicitations of proxies for
elections of directors, or is otherwise required, pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (or
any provision of law subsequently replacing Regulation 14A), together with a
notarized letter signed by the nominee stating his or her acceptance of the
nomination by that stockholder, stating his or her intention to serve as
director if elected, and consenting to being named as a nominee for director
in any proxy statement relating to such election. The person presiding at the
annual meeting shall determine whether business (including the nomination of
any person as a director) has been properly brought before the meeting and, if
the facts so warrant, shall not permit any business (or voting with respect to
any particular nominee) to be transacted that has not been properly brought
before the meeting. Notwithstanding any other provisions of this Certificate
of Incorporation or any provision of law that might otherwise permit a lesser
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the capital stock of the Corporation required by
law or by this Certificate of Incorporation, the affirmative vote of the
holders of not less than two-thirds of the shares of the Corporation then
entitled to be voted generally in an election of directors, voting together as
a single class, shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article VII.

ARTICLE VIII

1. In order to preserve the net operating loss carryovers, capital loss
carryovers, and built-in losses (the "Tax Benefits") to which the Corporation
is entitled pursuant to the Internal Revenue Code of 1986, as amended, or any
successor statute (collectively, the "Code") and the regulations thereunder,
the following restrictions shall apply until the earlier of (x) January 1,
2012, (y) the repeal of Section 382 of the Code if the board of directors
determines that the restrictions are no longer necessary, or (z) the beginning
of a taxable year of the Corporation to which the board of directors determines
in writing that no Tax Benefits may be carried forward, unless the board of
directors of the Corporation shall fix an earlier or later date in accordance
with paragraph 9 of this Article VIII (such date is sometimes referred to
herein as the "Expiration Date"):

(a) Except as otherwise permitted pursuant to subparagraph 1(b), no person
(as herein defined) other than the Corporation shall engage in any Transfer (as
herein defined) with any person to the extent that such Transfer, if effective,
would (i) cause the Ownership Interest Percentage (as herein defined) of any
person or Public Group (as herein defined) to increase to 4.9 percent or above,
or from 4.9 percent or above to a greater Ownership Interest Percentage or (ii)
create a new Public Group under Treasury Regulation Section 1.382-2T(j)(3)(i).

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For purposes of this Article VIII:

(i) "person" refers to any individual, corporation, estate, trust,
association, company, partnership, joint venture, or other entity or
organization, including, without limitation, any "entity" within the
meaning of Treasury Regulation Section 1.382-3(a);

(ii) a person's "Ownership Interest Percentage" shall be the sum of
such person's direct ownership interest in the Corporation as determined
under Treasury Regulation Section 1.382-2T(f)(8) or any successor
regulation and such person's indirect ownership interest in the Corporation
as determined under Treasury Regulation Section 1.382-2T(f)(15) or any
successor regulation, except that, for purposes of determining a person's
direct ownership interest in the Corporation, any ownership interest in the
Corporation described in Treasury Regulation Section
1.382-2T(f)(18)(iii)(A) or any successor regulation shall be treated as
stock of the Corporation, and for purposes of determining a person's
indirect ownership interest in the Corporation, Treasury Regulation
Sections 1.382-2T(g)(2), 1.382-2T(h)(2)(i)(A), 1.382-2T(h)(2)(iii) and
1.382-2T(h)(6)(iii) or any successor regulations shall not apply and any
Option Right to acquire Stock shall be considered exercised;

(iii) "Stock" shall mean shares of stock of the Corporation (other
than stock described in Section 1504(a)(4) of the Code or any successor
statute, or stock that is not described in Section 1504(a)(4) solely
because it is entitled to vote as a result of dividend arrearages), any
Option Rights to acquire Stock, and all other interests that would be
treated as stock of the Corporation pursuant to Treasury Regulation Section
1.382-2T(f)(18);

(iv) "Public Group" shall mean a group of individuals, entities or
other persons described in Treasury Regulation Section 1.382-2T(f)(13);

(v) "Option Right" shall mean any option, warrant, or other right to
acquire, convert into, or exchange or exercise for, or any similar
interests in, shares of Stock;

(vi) "Transfer" shall mean any issuance, sale, transfer, gift,
assignment, devise, or other disposition, as well as any other event,
that causes a person to acquire or increase an Ownership Interest
Percentage in the Corporation, or any agreement to take any such actions
or cause any such events, including (x) the granting or exercise of any
Option Right with respect to Stock, (y) the disposition of any securities
or rights convertible into or exchangeable or exercisable for Stock or
any interest in Stock or any exercise of any such conversion or exchange
or exercise right, and (z) transfers of interests in other entities that
result in changes in direct or indirect ownership of Stock, in each case,
whether voluntary or involuntary, of record, and by operation by law or
otherwise; provided, however, that a pledge shall not be deemed a
Transfer, but a foreclosure pursuant thereto shall be deemed to be a
Transfer;

(vii) "Optionee" means any person holding an Option Right to acquire
Stock; and

(viii) "Transferee" means any person to whom Stock is transferred.

(b) Any Transfer that would otherwise be prohibited pursuant to
subparagraph 1(a) may nonetheless be permitted if information relating to a
specific proposed transaction is presented to the board of directors of the
Corporation and the board of directors determines in its discretion (x) based
upon an opinion of legal counsel selected by the board of directors, that such
transaction will not jeopardize or create a material limitation on the
Corporation's then current or future ability to utilize its Tax Benefits, taking
into account both the proposed transaction and potential future transactions, or
(y) that the overall economic benefits of such

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transaction to the Corporation outweigh the detriments of such transaction.
Nothing in this subparagraph shall be construed to limit or restrict the board
of directors of the Corporation in the exercise of its fiduciary duties under
applicable law.

2. Unless approval of the board of directors of the Corporation is obtained
as provided in subparagraph 1(b) of this Article VIII, any attempted Transfer
that is prohibited pursuant to subparagraph 1(a) of this Article VIII, to the
extent that the amount of Stock subject to such prohibited Transfer exceeds the
amount that could be transferred without restriction under subparagraph 1(a)
(such excess hereinafter referred to as the "Prohibited Interests"), shall be
void ab initio and not effective to transfer ownership of the Prohibited
Interests with respect to the purported acquiror thereof (the "Purported
Acquiror"), who shall not be entitled to any rights as a stockholder of the
Corporation with respect to the Prohibited Interests (including, without
limitation, the right to vote or to receive dividends with respect thereto), or
otherwise as the holder of the Prohibited Interests.

(a) Upon demand by the Corporation, the Purported Acquiror shall transfer
any certificate or other evidence of purported ownership of the Prohibited
Interests within the Purported Acquiror's possession or control, along with any
dividends or other distributions paid by the Corporation with respect to the
Prohibited Interests that were received by the Purported Acquiror (the
"Prohibited Distributions"), to an agent designated by the Corporation (the
"Agent"). If the Purported Acquiror has sold the Prohibited Interests to an
unrelated party in an arm's length transaction after purportedly acquiring them,
the Purported Acquiror shall be deemed to have sold the Prohibited Interests as
agent for the person who initially purported to transfer the Prohibited
Interests to the Purported Acquiror (the "Initial Transferor"), and in lieu of
transferring the Prohibited Interests to the Agent shall transfer to the Agent
the Prohibited Distributions and the proceeds of such sale (the "Resale
Proceeds") except to the extent that the Agent grants written permission to the
Purported Acquiror to retain a portion of the Resale Proceeds not exceeding the
amount that would have been payable by the Agent to the Purported Acquiror
pursuant to the following subparagraph 2(b) if the Prohibited Interests had been
sold by the Agent rather than by the Purported Acquiror. Any purported Transfer
of the Prohibited Interests by the Purported Acquiror other than a transfer
described in one of the two preceding sentences shall not be effective to
transfer any ownership of the Prohibited Interests.

(b) The Agent shall sell in an arm's length transaction (on the exchange on
which the Shares are listed, if possible) any Prohibited Interests transferred
to the Agent by the Purported Acquiror, and the proceeds of such sale (the
"Sales Proceeds"), or the Resale Proceeds, if applicable, shall be allocated
to the Purported Acquiror up to the following amount: (x) where applicable,
the purported purchase price paid or value of consideration surrendered by the
Purported Acquiror for the Prohibited Interests, and (y) where the purported
Transfer of the Prohibited Interests to the Purported Acquiror was by gift,
inheritance, or any similar purported Transfer, the fair market value of the
Prohibited Interests at the time of such purported Transfer. Subject to the
succeeding provisions of this subparagraph, any Resale Proceeds or Sales
Proceeds in excess of the amount allocable to the Purported Acquiror pursuant
to the preceding sentence, together with any Prohibited Distributions, shall
be transferred to an entity designated by the Corporation that is described in
Section 501(c)(3) of the Code. In no event shall any such amounts inure to the
benefit of the Corporation or the Agent, but such amounts may be used to cover
expenses incurred by the Agent performing its duties under this paragraph.

3. In the event of any Transfer which does not involve a transfer of
"securities" of the Corporation within the meaning of the Delaware General
Corporation Law, as amended ("Securities"), but which would cause a person or
Public Group (the "Prohibited Party") to violate a restriction provided for in
this Article VIII, the application of subparagraph 2(a) and

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subparagraph 2(b) shall be modified as described in this paragraph 3. In such
case, the Prohibited Party and/or any person or Public Group whose ownership
of the Corporation's Securities is attributed to the Prohibited Party pursuant
to Section 382 of the Code and the Treasury Regulations thereunder
(collectively, the "Prohibited Party Group") shall not be required to dispose
of any interest that is not a Security, but shall be deemed to have disposed
of, and shall be required to dispose of, sufficient Securities (which
Securities shall be disposed of in the inverse order in which they were
acquired by members of the Prohibited Party Group), to cause the Prohibited
Party, following such disposition, not to be in violation of subparagraph 1(a)
of this Article VIII. Such disposition shall be deemed to occur simultaneously
with the Transfer giving rise to the application of this provision, and such
number of Securities that are deemed to be disposed of shall be considered
Prohibited Interests and shall be disposed of through the Agent as provided in
subparagraph 2(a) and subparagraph 2(b) of this Article VIII, except that the
maximum aggregate amount payable to the Prohibited Party Group in connection
with such sale shall be the fair market value of the Prohibited Interests at
the time of the purported Transfer. All expenses incurred by the Agent in
disposing of the Prohibited Interests shall be paid out of any amounts due the
Prohibited Party Group.

4. Within thirty (30) business days of learning of a purported Transfer of
Prohibited Interests to a Purported Acquiror, the Corporation through its
Secretary shall demand that the Purported Acquiror surrender to the Agent the
certificates representing the Prohibited Interests, or any Resale Proceeds, and
any Prohibited Distributions, and if such surrender is not made by the
Purported Acquiror within thirty (30) business days from the date of such
demand the Corporation shall institute legal proceedings to compel such
transfer; provided, however, that nothing in this paragraph 4 shall preclude
the Corporation in its discretion from immediately bringing legal proceedings
without a prior demand, and also provided that failure of the Corporation to
act within the time periods set forth in this paragraph 4 shall not constitute
a waiver of any right of the Corporation under this Article VIII.

5. Upon a determination by the board of directors of the Corporation that
there has been or is threatened a purported Transfer of Prohibited Interests to
a Purported Acquiror, the board of directors of the Corporation may take such
action in addition to any action required by the preceding paragraph as it
deems advisable to give effect to the provisions of this Article VIII,
including, without limitation, refusing to give effect on the books of this
Corporation to such purported Transfer or instituting proceedings to enjoin
such purported Transfer.

6. The Corporation may require as a condition to the registration of the
transfer of any shares of its Stock that the proposed Transferee furnish to the
Corporation all information reasonably requested by the Corporation with
respect to all the proposed Transferee's direct or indirect ownership interests
in, or options to acquire, Stock.

7. All certificates evidencing ownership of shares of Stock that are subject
to the restrictions on transfer contained in this Article VIII shall bear a
conspicuous legend referencing the restrictions set forth in this Article VIII.

8. Any persons who knowingly violate the restrictions on the Transfer set
forth in this Article VIII will be liable to the Corporation for any costs
incurred by the Corporation as a result of such violation.

9. Nothing contained in this Article VIII shall limit the authority of the
board of directors of the Corporation to take such other action to the extent
permitted by law as it deems necessary or advisable to protect the Corporation
and the interests of the holders of its securities in preserving the Tax
Benefits. Without limiting the generality of the foregoing, in the event of a
change in law making one or more of the following actions necessary or
desirable, the board of directors of the Corporation may, by adopting a written
resolution of the board of directors, (a) accelerate or

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extend the Expiration Date, (b) modify the Ownership Interest Percentage in
the Corporation specified in the first sentence of subparagraph (a)(i), or (c)
modify the definitions of any terms set forth in this Article VIII; provided
that the board of directors shall determine in writing that such acceleration,
extension, change, or modification is reasonably necessary or advisable to
preserve the Tax Benefits under the Code and the regulations thereunder or
that the continuation of these restrictions is no longer reasonably necessary
for the preservation of the Tax Benefits, which determination shall be based
upon an opinion of legal counsel to the Corporation and which determination
shall be filed with the Secretary of the Corporation and mailed by the
Secretary to all stockholders of this Corporation within ten days after the
date of any such determination.

10. The Corporation and the board of directors shall be fully protected in
relying in good faith upon the information, opinions, reports, or statements of
the chief executive officer, the chief financial officer, or the chief
accounting officer of the Corporation or of the Corporation's legal counsel,
independent auditors, transfer agent, investment bankers, and other employees
and agents in making the determinations and findings contemplated by this
Article VIII, and the board of directors shall not be responsible for any good
faith errors made in connection therewith.

11. Nothing contained in this Article VIII shall preclude the settlement of
any transaction involving stock entered into through the facilities of the New
York Stock Exchange or any other national securities exchange. The application
of the provisions and remedies described in this Article VIII shall be deemed
not to so preclude any such settlement.

12. Notwithstanding any other provisions of this Certificate of Incorporation
or any provision of law that might otherwise permit a lesser or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the capital stock of the Corporation required by law or by this
Certificate of Incorporation, the affirmative vote of the holders of not less
than two-thirds of the shares of the Corporation then entitled to be voted
generally in an election of directors, voting together as a single class, shall
be required to amend or repeal, or to adopt any provision inconsistent with,
this Article VIII.

ARTICLE IX

The Corporation shall indemnify any person who was, is, or is threatened to
be made a party to a proceeding (as hereinafter defined) by reason of the fact
that he or she (i) is or was a director or officer of the Corporation or (ii)
while a director or officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the Delaware General Corporation Law, as the
same exists or may hereafter be amended. Such right shall be a contract right
and as such shall run to the benefit of any director or officer who is elected
and accepts the position of director or officer of the Corporation or elects
to continue to serve as a director or officer of the Corporation while this
Article IX is in effect. Any repeal or amendment of this Article IX shall be
prospective only and shall not limit the rights of any such director or
officer or the obligations of the Corporation with respect to any claim
arising from or related to the services of such director or officer in any of
the foregoing capacities prior to any such repeal or amendment to this Article
IX. Such right shall include the right to be paid by the Corporation
reasonable expenses incurred in defending any such proceeding in advance of
its final disposition to the maximum extent permitted under the Delaware
General Corporation Law, as the same exists or may hereafter be amended. If a
claim for indemnification or advancement of expenses hereunder is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of

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the claim, and if successful in whole or in part, the claimant shall also be
entitled to be paid the reasonable expenses of prosecuting such claim. It
shall be a defense to any such action that such indemnification or advancement
of costs of defense are not permitted under the Delaware General Corporation
Law, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors,
independent legal counsel, or stockholders) to have made its determination
prior to the commencement of such action that indemnification of, or
advancement of costs of defense to, the claimant is permissible in the
circumstances nor an actual determination by the Corporation (including its
board of directors, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible. In the event of the death of any person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
bylaw, resolution of stockholders or directors, agreement, or otherwise.

The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.

Nothing in this Article IX, however, shall require the Corporation to
indemnify any person with respect to any proceeding initiated by such person,
other than a proceeding solely seeking enforcement of the Corporation's
indemnification obligations to such person or a proceeding authorized by the
board of directors.

As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.

ARTICLE X

1. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. Any repeal or amendment of this Article X by the stockholders
of the Corporation shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director of the Corporation
arising from an act or omission occurring prior to the time of such repeal or
amendment. In addition to the circumstances in which a director of the
Corporation is not personally liable as set forth in the foregoing provisions
of this Article X, a director shall not be liable to the Corporation or its
stockholders to such further extent as permitted by any law hereafter enacted,
including, without limitation, any subsequent amendment to the Delaware General
Corporation Law.

2. The name and mailing address of the incorporator of the Corporation is
Bradley S. Buttermore, 600 N. Pearl Street, Suite 420, LB #168, Dallas, Texas
75201.

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The undersigned, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this Certificate, hereby acknowledging and declaring and
certifying that the foregoing Certificate of Incorporation is his act and deed
and that the facts herein stated are true, and accordingly has hereunto set his
hand this 29th day of March, 1996.

/S/ BRADLEY S. BUTTERMORE
------------------------------------
Bradley S. Buttermore

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EXHIBIT E

BYLAWS OF THE COMPANY

E-1
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BYLAWS

LIBERTE INVESTORS INC.

A DELAWARE CORPORATION

E-2
<PAGE> 146

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE ONE: OFFICES................................................................... E-5
1.1 Registered Office and Agent..................................................... E-5
1.2 Other Offices................................................................... E-5

ARTICLE TWO: MEETINGS OF STOCKHOLDERS.................................................. E-5
2.1 Annual Meeting.................................................................. E-5
2.2 Special Meeting................................................................. E-5
2.3 Place of Meetings............................................................... E-5
2.4 Notice.......................................................................... E-6
2.5 Voting List..................................................................... E-6
2.6 Quorum.......................................................................... E-6
2.7 Required Vote; Withdrawal of Quorum............................................. E-6
2.8 Method of Voting; Proxies....................................................... E-6
2.9 Record Date..................................................................... E-7
2.10 Conduct of Meeting.............................................................. E-7
2.11 Inspectors...................................................................... E-7

ARTICLE THREE: DIRECTORS............................................................... E-8
3.1 Management...................................................................... E-8
3.2 Number; Qualification; Election; Term........................................... E-8
3.3 Change in Number................................................................ E-8
3.4 Removal......................................................................... E-8
3.5 Vacancies....................................................................... E-8
3.6 Meetings of Directors........................................................... E-9
3.7 First Meeting................................................................... E-9
3.8 Election of Officers............................................................ E-9
3.9 Regular Meetings................................................................ E-9
3.10 Special Meetings................................................................ E-9
3.11 Notice.......................................................................... E-9
3.12 Quorum; Majority Vote........................................................... E-9
3.13 Procedure....................................................................... E-10
3.14 Compensation.................................................................... E-10

ARTICLE FOUR: COMMITTEES............................................................... E-10
4.1 Designation..................................................................... E-10
4.2 Number; Qualification; Term..................................................... E-10
4.3 Authority....................................................................... E-10
4.4 Committee Changes............................................................... E-10
4.5 Alternate Members of Committees................................................. E-10
4.6 Regular Meetings................................................................ E-10
4.7 Special Meetings................................................................ E-10
4.8 Quorum; Majority Vote........................................................... E-11
4.9 Minutes......................................................................... E-11
4.10 Compensation.................................................................... E-11

ARTICLE FIVE: NOTICE................................................................... E-11
5.1 Method.......................................................................... E-11
5.2 Waiver.......................................................................... E-11

ARTICLE SIX: OFFICERS.................................................................. E-12
6.1 Number; Titles; Term of Office.................................................. E-12
6.2 Removal......................................................................... E-12
6.3 Vacancies....................................................................... E-12
</TABLE>

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<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
6.4 Authority....................................................................... E-12
6.5 Compensation.................................................................... E-12
6.6 Chairman of the Board........................................................... E-12
6.7 Chief Executive Officer......................................................... E-12
6.8 President....................................................................... E-12
6.9 Vice Presidents................................................................. E-12
6.10 Treasurer....................................................................... E-13
6.11 Assistant Treasurers............................................................ E-13
6.12 Secretary....................................................................... E-13
6.13 Assistant Secretaries........................................................... E-13

ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS........................................... E-13
7.1 Certificates for Shares......................................................... E-13
7.2 Replacement of Lost or Destroyed Certificates................................... E-13
7.3 Transfer of Shares.............................................................. E-14
7.4 Registered Stockholders......................................................... E-14
7.5 Regulations..................................................................... E-14
7.6 Legends......................................................................... E-14

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS................................................ E-14
8.1 Dividends....................................................................... E-14
8.2 Reserves........................................................................ E-14
8.3 Books and Records............................................................... E-14
8.4 Fiscal Year..................................................................... E-15
8.5 Seal............................................................................ E-15
8.6 Resignations.................................................................... E-15
8.7 Securities of Other Corporations................................................ E-15
8.8 Action Without a Meeting........................................................ E-15
8.9 Invalid Provisions.............................................................. E-15
8.10 Mortgages, etc.................................................................. E-15
8.11 Headings........................................................................ E-15
8.12 References...................................................................... E-15
8.13 Amendments...................................................................... E-15
</TABLE>

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BYLAWS

LIBERTE INVESTORS INC.

A DELAWARE CORPORATION

PREAMBLE

These Bylaws (the "bylaws") are subject to, and governed by, the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law") and the certificate of incorporation of Liberte Investors Inc., a Delaware
corporation (the "Corporation"). In the event of a direct conflict between the
provisions of these bylaws and the mandatory provisions of the Delaware General
Corporation Law or the provisions of the certificate of incorporation of the
Corporation, such provisions of the Delaware General Corporation Law or the
certificate of incorporation of the Corporation, as the case may be, will be
controlling.

ARTICLE ONE: OFFICES

1.1 Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

1.2 Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of directors
may from time to time determine or as the business of the Corporation may
require.

ARTICLE TWO: MEETINGS OF STOCKHOLDERS

2.1 Annual Meeting. An annual meeting of stockholders of the Corporation
shall be held each calendar year on such date and at such time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting or in a duly executed waiver of notice of such meeting. At such
meeting, the stockholders shall elect directors and transact such other business
as may properly be brought before the meeting.

2.2 Special Meeting. Special meetings of the stockholders of the
Corporation may be called by either the board of directors, pursuant to a
resolution approved by a majority of the whole board of directors at the time in
office or the holders of not less than one-third of the common stock of the
Corporation. Special meetings of the preferred stockholders of the Corporation,
and any proposals to be considered at such meetings, may be called and proposed
as provided by law or in the certificate or certificates establishing the
preferred stock of the Corporation. A special meeting shall be held on such date
and at such time as shall be designated by the person(s) calling the meeting and
stated in the notice of the meeting or in a duly executed waiver of notice of
such meeting. Only such business shall be transacted at a special meeting as may
be stated or indicated in the notice of such meeting or in a duly executed
waiver of notice of such meeting.

2.3 Place of Meetings. An annual meeting of stockholders may be held at
any place within or without the State of Delaware designated by the board of
directors. A special meeting of stockholders may be held at any place within or
without the State of Delaware designated in the notice of the meeting or a duly
executed waiver of notice of such meeting. Meetings of stockholders shall be
held at the principal office of the Corporation unless another place is
designated for meetings in the manner provided herein.

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2.4 Notice. Written or printed notice stating the place, day, and time of
each meeting of the stockholders and, in case of a special meeting, the purpose
or purposes for which the meeting is called shall be delivered not less than ten
nor more than 60 days before the date of the meeting, either personally or by
mail, to each stockholder of record entitled to vote at such meeting. If such
notice is to be sent by mail, it shall be directed to such stockholder at his
address as it appears on the records of the Corporation, unless he shall have
filed with the Secretary of the Corporation a written request that notices to
him be mailed to some other address, in which case it shall be directed to him
at such other address.

2.5 Voting List. At least ten days before each meeting of stockholders,
the Secretary or other officer of the Corporation who has charge of the
Corporation's stock ledger, either directly or through another officer appointed
by him or through a transfer agent appointed by the board of directors, shall
prepare a complete list of stockholders entitled to vote thereat, arranged in
alphabetical order and showing the address of each stockholder and number of
shares registered in the name of each stockholder. For a period of ten days
prior to such meeting, such list shall be kept on file at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of meeting. Such list shall be produced at such meeting and kept at the
meeting at all times during such meeting and may be inspected by any stockholder
who is present.

2.6 Quorum. The holders of a majority of the outstanding shares entitled
to vote on a matter, present in person or by proxy, shall constitute a quorum at
any meeting of stockholders, except as otherwise provided by law, the
certificate of incorporation of the Corporation, or these bylaws. If a quorum
shall not be present, in person or by proxy, at any meeting of stockholders, the
stockholders entitled to vote thereat who are present, in person or by proxy,
or, if no stockholder entitled to vote is present, any officer of the
Corporation may adjourn the meeting from time to time, without notice other than
announcement at the meeting (unless the board of directors, after such
adjournment, fixes a new record date for the adjourned meeting), until a quorum
shall be present, in person or by proxy. At any adjourned meeting at which a
quorum shall be present, in person or by proxy, any business may be transacted
which may have been transacted at the original meeting had a quorum been
present; provided that, if the adjournment is for more than 30 days or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the adjourned meeting.

2.7 Required Vote; Withdrawal of Quorum. When a quorum is present at any
meeting, the vote of the holders of at least a majority of the outstanding
shares entitled to vote who are present, in person or by proxy, shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of statute, the certificate of incorporation of the
Corporation, or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question. The
stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

2.8 Method of Voting; Proxies. Except as otherwise provided in the
certificate of incorporation of the Corporation or by law, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. Elections of directors need
not be by written ballot. At any meeting of stockholders, every stockholder
having the right to vote may vote either in person or by a proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. Each such
proxy shall be filed with the Secretary or an Assistant Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and coupled with an interest sufficient in law to support an
irrevocable power or unless otherwise made irrevocable by law.

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2.9 Record Date. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion, or exchange of stock or for the purpose of any other
lawful action, the board of directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, for any such determination of stockholders,
such date in any case to be not more than 60 days prior to such meeting. In
addition, the record date fixed for the purpose of determining stockholders
entitled to notice of or to vote at any meetings or adjournments thereof must
be not less than ten days prior to such meeting. For the purpose of
determining stockholders entitled to consent to corporate action in writing
without a meeting, the board of directors may fix a record date, which record
date shall not precede date upon which the resolution fixing the record date
is adopted by the board of directors, and which date shall not be more than
ten days after the date upon which the resolution fixing the record date is
adopted by the board of directors.

If no record date is fixed:

(a) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held.

(b) The record date for determining stockholders entitled to consent
to corporation action in writing without a meeting, when no prior action by
the board of directors is required by law, shall be the first date on which
a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office
in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. If prior action by the board of directors is
required by law, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the
close of business on the day on which the board of directors adopt the
resolution taking such prior action.

(c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

(d) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

2.10 Conduct of Meeting. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the Chief Executive Officer, if such office has been filled, and,
if not or if the Chief Executive Officer is absent or otherwise unable to act,
the President shall preside at all meetings of stockholders. The Secretary shall
keep the records of each meeting of stockholders. In the absence or inability to
act of any such officer, such officer's duties shall be performed by the officer
given the authority to act for such absent or non-acting officer under these
bylaws or by a person appointed by the meeting.

2.11 Inspectors. The Corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more persons as
alternative inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the chairman
of the meeting shall appoint one or more inspectors to act at the

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meeting. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his ability. The inspectors
shall ascertain the number of shares of capital stock of the Corporation
outstanding and the voting power of each; determine the number of shares
represented at the meeting and the validity of proxies and ballots; count all
votes and ballots; determine and retain for a reasonable period a record of
the disposition of any challenges made to any determination by the inspectors;
and certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint
or retain other persons or entities to assist the inspectors in the count of
all votes and ballots. No director or candidate for the office of director
shall act as an inspector of an election of directors. Inspectors need not be
stockholders.

ARTICLE THREE: DIRECTORS

3.1 Management. The business and property of the Corporation shall be
managed by the board of directors. Subject to the restrictions imposed by law,
the certificate of incorporation of the Corporation, or these bylaws, the board
of directors may exercise all the powers of the Corporation.

3.2 Number; Qualification; Election; Term. The number of directors that
shall constitute the whole board of directors shall from time to time be fixed
exclusively by the board of directors by a resolution adopted by a majority of
the whole board of directors serving at the time of that vote. In no event shall
the number of directors that constitute the whole board of directors be fewer
than two or more than twelve. The first board of directors shall consist of the
number of directors named in the certificate of incorporation of the Corporation
or, if no directors are so named, shall consist of the number of directors
elected by the incorporator(s) at an organizational meeting or by unanimous
written consent in lieu thereof. Thereafter, within the limits above specified,
the number of directors which shall constitute the whole board of directors
shall be determined by resolution adopted by a majority of the whole board of
directors. Except as otherwise required by law or the certificate of
incorporation of the Corporation, the directors shall be elected at an annual
meeting of stockholders at which a quorum is present. Directors shall be elected
by a plurality of the votes of the shares present in person or represented by
proxy and entitled to be voted generally in the election of directors. Each
director so chosen shall hold office until his term expires as provided in the
certificate of incorporation and until his successor is elected and qualified
or, if earlier, until his death, resignation, or removal from office. None of
the directors need be a stockholder of the Corporation or a resident of the
State of Delaware. Each director must have attained the age of majority.

3.3 Change in Number. No decrease in the number of directors constituting
the entire board of directors shall have the effect of shortening the term of
any incumbent director.

3.4 Removal. Except as otherwise provided in the certificate of
incorporation of the Corporation, a director of any class of directors of the
Corporation shall be removed before the expiration date of that director's term
of office, with or without cause, by an affirmative vote of the holders of a
majority of the outstanding shares of the class or classes or series of stock
then entitled to be voted generally in an election of directors of that class or
series, voting together as a single class, cast at the annual meeting of
stockholders or at any special meeting of stockholders called by a majority of
the whole board of directors or as set forth in the certificate of incorporation
of the Corporation; provided, however, if the stockholders have the right to
cumulate votes in the election of directors pursuant to the certificate of
incorporation of the Corporation, if less than the entire board of directors is
to be removed, no one of the directors may be removed if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at an
election of the entire board of directors.

3.5 Vacancies. Vacancies in the board of directors resulting from death,
resignation, retirement, disqualification, removal, or other cause and
newly-created

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directorships resulting from any increase in the authorized number
of directors shall be filled by no less than a majority vote of the remaining
directors then in office, though less than a quorum, who are designated to
represent the same class or classes or series of stockholders that the vacant
position, when filled, is to represent, by the sole remaining director, or by
the affirmative vote required by law or by the certificate of incorporation of
the holders of the outstanding shares of the class or classes or series of stock
then entitled to be voted in an election of directors of that class or classes
or series (but not by the common stockholders except as required by law), voting
together as a single class, and each director shall hold office until the first
meeting of stockholders held after his election for the purpose of electing
directors of that classification and until his successor is elected and
qualified or until his earlier death, resignation, or removal. Except as
otherwise provided in the certificate of incorporation, when one or more
directors shall resign from the board of directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have the power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in these
bylaws with respect to the filling of other vacancies.

3.6 Meetings of Directors. The directors may hold their meetings and may
have an office and keep the books of the Corporation, except as otherwise
provided by statute, in such place or places within or without the State of
Delaware as the board of directors may from time to time determine or as shall
be specified in the notice of any such meeting or duly executed waiver of notice
of any such meeting.

3.7 First Meeting. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after and at the same place as the annual
meeting of stockholders, and no further notice of such meeting shall be
necessary.

3.8 Election of Officers. At the first meeting of the board of directors
after each annual meeting of stockholders at which a quorum shall be present,
the board of directors shall elect the officers of the Corporation.

3.9 Regular Meetings. Regular meetings of the board of directors shall be
held at such times and places as shall be designated from time to time by
resolution of the board of directors. Notice of such regular meetings shall not
be required.

3.10 Special Meetings. Special meetings of the board of directors shall be
held whenever called by the Chairman of the Board or any director.

3.11 Notice. The Secretary shall give notice of each special meeting to
each director at least 24 hours before the meeting. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.

3.12 Quorum; Majority Vote. At all meetings of the board of directors, a
majority of the directors fixed in the manner provided in these bylaws shall
constitute a quorum for the transaction of business. If at any meeting of the
board of directors there shall be less than a quorum present, a majority of
those present or any director solely present may adjourn the meeting from time
to time without further notice. Unless the act of a greater number is required
by law, the certificate of incorporation of the Corporation, or these bylaws,
the act of a majority of the directors present at a meeting at which a quorum is
in attendance shall be the act of the board of directors. At any time that the
certificate of incorporation of the Corporation provides that directors elected
by the holders of a class or series of stock shall have more or less than one
vote per director on any matter, every reference in these bylaws to

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a majority or other proportion of directors shall refer to a majority or other
proportion of the votes of such directors.

3.13 Procedure. At meetings of the board of directors, business shall be
transacted in such order as from time to time the board of directors may
determine. The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, a
chairman shall be chosen by the board of directors from among the directors
present. The Secretary of the Corporation shall act as the secretary of each
meeting of the board of directors unless the board of directors appoints another
person to act as secretary of the meeting. The board of directors shall keep
regular minutes of its proceedings which shall be placed in the minute book of
the Corporation.

3.14 Compensation. The board of directors shall have the authority to fix
the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.

ARTICLE FOUR: COMMITTEES

4.1 Designation. The board of directors may, by resolution adopted by a
majority of the whole board of directors, designate one or more committees.

4.2 Number; Qualification; Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the whole board
of directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the whole board of
directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal as a committee member by a
majority of the whole board of directors, or as a director.

4.3 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the board of directors in the management of the business and
property of the Corporation except to the extent expressly restricted by law,
the certificate of incorporation of the Corporation, or these bylaws.

4.4 Committee Changes. The board of directors shall have the power at any
time to fill vacancies in, to change the membership of, and to discharge any
committee.

4.5 Alternate Members of Committees. The board of directors may designate
one or more directors as alternate members of any committee. Any such alternate
member may replace any absent or disqualified member at any meeting of the
committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member.

4.6 Regular Meetings. Regular meetings of any committee may be held
without further notice at such time and place as may be designated from time to
time by the committee and communicated to all members thereof.

4.7 Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least 24 hours before such special meeting.

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Neither the business to be transacted at, nor the purpose of, any special
meeting of any committee need be specified in the notice or waiver of notice
of any special meeting.

4.8 Quorum; Majority Vote. At meetings of any committee, a majority of the
number of members designated by the board of directors shall constitute a quorum
for the transaction of business. If a quorum is not present at a meeting of any
committee, a majority of the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the certificate of incorporation of
the Corporation, these bylaws or the resolutions creating the committee.

4.9 Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board of directors upon the request of
the board of directors. The minutes of the proceedings of each committee shall
be delivered to the Secretary of the Corporation for placement in the minute
books of the Corporation.

4.10 Compensation. Committee members may, by resolution of the board of
directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

ARTICLE FIVE: NOTICE

5.1 Method. Whenever by statute, the certificate of incorporation of the
Corporation, or these bylaws, notice is required to be given to any committee
member, director, or stockholder and no provision is made as to how such notice
shall be given, personal notice shall not be required and any such notice may be
given (a) in writing, by mail, postage prepaid, addressed to such committee
member, director, or stockholder at his address as it appears on the books (or
in the case of a stockholder, the stock transfer records of the Corporation), or
(b) by any other method permitted by law (including but not limited to overnight
courier service, telegram, telex, or telefax). Any notice required or
permitted to be given by mail shall be deemed to be delivered and given upon
the time when the same is deposited in the United States mail; provided that,
with respect to any notice given to a director by mail, the Corporation shall
telefax or send by overnight courier a copy of such notice (the "Concurrent
Mail Notice"), on the same day that such notice is deposited in the mail, to a
fax number or street address previously provided by a director in writing to
the Corporation; and provided further, however, that failure of a director to
receive the Concurrent Mail Notice shall not affect the validity of the notice
given by mail. Any notice required or permitted to be given by overnight
courier service shall be deemed to be delivered and given upon the time
delivered to such service with all charges prepaid and addressed as aforesaid;
provided that, with respect to any notice given to a director by overnight
courier service, the Corporation shall telefax a copy of such notice (the
"Concurrent Courier Notice"), on the same day that such notice is deposited
with the courier service, to a fax number previously provided by a director in
writing to the Corporation; and provided further, however, that failure of a
director to receive the Concurrent Courier Notice shall not affect the
validity of the notice given by overnight courier service. Any notice required
or permitted to be given by telegram, telex, or telefax shall be deemed to be
delivered and given upon the time transmitted as aforesaid.

5.2 Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
certificate of incorporation of the Corporation, or these bylaws, a waiver
thereof in writing signed by the person or person entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder, director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends for the express purpose of objecting at the beginning
of the meeting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

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ARTICLE SIX: OFFICERS

6.1 Number; Titles; Term of Office. The officers of the Corporation shall
be a President, a Secretary, and such other officers as the board of directors
may from time to time elect or appoint, including, without limitation, a
Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents
(with each Vice President to have such descriptive title, if any, as the board
of directors shall determine), and a Treasurer. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified, until
his death, or until he shall resign or shall have been removed in the manner
hereinafter provided. Any two or more offices may be held by the same person.
Other than the Chairman of the Board who must be a director of the Corporation,
none of the officers need be a stockholder or a director of the Corporation or a
resident of the State of Delaware.

6.2 Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

6.3 Vacancies. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal or otherwise) may be filled by the board of
directors.

6.4 Authority. Officers shall have such authority and perform such duties
in the management of the Corporation as are provided in these bylaws or as may
be determined by resolution of the board of directors not inconsistent with
these bylaws.

6.5 Compensation. The compensation, if any, of officers and agents shall
be fixed from time to time by the board of directors; provided, however, that
the board of directors may delegate the power to determine the compensation of
any officer or agent (other than an officer to whom such power is delegated) to
a committee of the board of directors, the Chairman of the Board, the Chief
Executive Officer, or the President.

6.6 Chairman of the Board. The Chairman of the Board shall have such
powers and duties as may be reasonably prescribed by the board of directors.
Such officer shall preside, if present, at all meetings of the stockholders and
of the board of directors. Such officer may sign all certificates for shares of
stock of the Corporation.

6.7 Chief Executive Officer. Subject to the control of the board of
directors, the Chief Executive Officer shall have general supervision of the
affairs of the Corporation and shall have general and active control of all
its business. He shall preside, in the absence of the Chairman of the Board,
at all meetings of stockholders. He shall see that all orders and resolutions
of the board of directors and the stockholders are carried into effect. He
shall have general executive charge, management, and control of the properties
and operations of the Corporation in the ordinary course of its business, with
all such powers with respect to such properties and operations as may be
reasonably incident to such responsibility, and shall have such powers and
authority usually appertaining to the chief executive officer of a
corporation, except as otherwise provided in these bylaws.

6.8 President. The President shall have such powers and duties as may be
assigned to him by the Chief Executive Officer. If the board of directors has
not elected a Chief Executive Officer or in the absence or inability to act of
the Chief Executive Officer, the President shall exercise all of the powers and
discharge all of the duties of the Chief Executive Officer.

6.9 Vice Presidents. Each Vice President shall have such powers and duties
as may be assigned to him by the board of directors, the Chief Executive Officer
or the President, and (in order of their seniority as determined by the board of
directors or, in the absence of such

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determination, as determined by the length of time they have held the office
of Vice President) shall exercise the powers of the President during that
officer's absence or inability to act.

6.10 Treasurer. The Treasurer shall have custody of the Corporation's
funds and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, the Chief Executive Officer or the
President. He may sign with the Chairman of the Board, the Chief Executive
Officer, the President, or a Vice President, all certificates for shares of
stock of the Corporation.

6.11 Assistant Treasurers. Each Assistant Treasurer shall have such powers
and duties as may be assigned to him by the board of directors, the Chief
Executive Officer, the President, or the Treasurer. The Assistant Treasurers (in
the order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they have
held the office of Assistant Treasurer) shall exercise the powers of the
Treasurer during that officer's absence or inability to act.

6.12 Secretary. Except as otherwise provided in these bylaws, the
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices. He may sign with the Chairman of the
Board, the Chief Executive Officer, the President, a Vice President, or the
Treasurer, in the name of the Corporation, all contracts of the Corporation and
affix the seal of the Corporation thereto. He may sign with the Chairman of the
Board, the Chief Executive Officer, the President, or a Vice President, all
certificates for shares of stock of the Corporation, and he shall have charge of
the certificate books, transfer books, and stock papers as the board of
directors may direct, all of which shall at all reasonable times be open to
inspection by any director upon application at the office of the Corporation
during business hours. He shall in general perform all duties incident to the
office of the Secretary, subject to the control of the board of directors, the
Chief Executive Officer, and the President.

6.13 Assistant Secretaries. Each Assistant Secretary shall have such
powers and duties as may be assigned to him by the board of directors, the Chief
Executive Officer, the President, or the Secretary The Assistant Secretaries (in
the order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they have
held the office of Assistant Secretary) shall exercise the powers of the
Secretary during that officer's absence or inability to act.

ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS

7.1 Certificates for Shares. Certificate for shares of stock of the
Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chairman of the Board, the
Chief Executive Officer, the President, or a Vice President and also by the
Secretary or an Assistant Secretary or by the Treasurer or an Assistant
Treasurer. Any and all signatures on the certificate may be a facsimile and may
be sealed with the seal of the Corporation or a facsimile thereof. If any
officer, transfer agent, or registrar who has signed, or whose facsimile
signature has been placed upon, a certificate has ceased to be such officer,
transfer agent, or registrar before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue. The certificates
shall be consecutively numbered and shall be entered in the books of the
Corporation as they are issued and shall exhibit the holder's name and the
number of shares.

7.2 Replacement of Lost or Destroyed Certificates. The board of directors
may direct a new certificate or certificates to be issued in place of a
certificate or certificates theretofore issued by the Corporation and alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate or certificates

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representing shares to be lost or destroyed. When authorizing such issue of a
new certificate or certificates the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of
such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond with a surety or sureties satisfactory
to the Corporation in such sum as it may direct as indemnity against any
claim, or expense resulting from a claim, that may be made against the
Corporation with respect to the certificate or certificates alleged to have
been lost or destroyed.

7.3 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Subject
to the Corporation's right under the certificate of incorporation to disallow
the transfer of shares in certain circumstances, upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

7.4 Registered Stockholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

7.5 Regulations. The board of directors shall have the power and authority
to make all such rules and regulations as the board of directors deems expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

7.6 Legends. The board of directors shall have the power and authority to
provide that certificates representing shares of stock bear such legends as the
board of directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS

8.1 Dividends. Subject to provisions of law and the certificate of
incorporation of the Corporation, dividends may be declared by the board of
directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Corporation. Such declaration and payment
shall be at the discretion of the board of directors.

8.2 Reserves. There may be created by the board of directors out of funds
of the Corporation legally available therefor such reserve or reserves as the
directors from time to time, in their discretion, consider proper to provide for
contingencies, to equalize dividends, or to repair or maintain any property of
the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.

8.3 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and board of directors (and any committees thereof) and shall keep
at its registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names and
addresses of all stockholders and the number and class of the shares held by
each.

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8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by the
board of directors; provided, that if such fiscal year is not fixed by the board
of directors and the selection of the fiscal year is not expressly deferred by
the board of directors, the fiscal year shall end on June 30.

8.5 Seal. The seal of the Corporation shall be such as from time to time
may be approved by the board of directors.

8.6 Resignations. Any director, committee member, or officer may resign by
giving written notice to the board of directors, the Chairman of the Board, the
Chief Executive Officer, the President, or the Secretary. Such resignation shall
take effect at the time specified therein or, if no time is specified therein,
immediately upon its receipt. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

8.7 Securities of Other Corporations. The Chairman of the Board, the Chief
Executive Officer, the President, or any Vice President of the Corporation shall
have the power and authority to transfer, endorse for transfer, vote, consent,
or take any other action with respect to any securities of another issuer which
may be held or owned by the Corporation and to make, execute, and deliver any
waiver, proxy, or consent with respect to any such securities.

8.8 Action Without a Meeting. Unless otherwise restricted by the
certificate of incorporation of the Corporation, any action required or
permitted to be taken at a meeting of the stockholders of the Corporation, the
board of directors, or of any committee of the board of directors, may be taken
without a meeting if a consent or consents in writing, setting forth the action
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action as required by law or the certificate of incorporation of the
Corporation, all the directors or all the committee members, as the case may be,
entitled to vote with respect to the subject matter thereof, and such consent
shall have the same force and effect as a vote of such stockholders, directors
or committee members, as the case may be, and may be stated as such in any
certificate or document filed with the Secretary of State of the State of
Delaware or in any certificate delivered to any person. Such consent or consents
shall be filed with the minutes of proceedings of the stockholders, board of
directors or committee, as the case may be.

8.9 Invalid Provisions. If any part of these bylaws shall be held invalid
or inoperative for any reason, the remaining parts, so far as it is possible and
reasonable, shall remain valid and operative.

8.10 Mortgages, etc. With respect to any deed, deed of trust, mortgage, or
other instrument executed by the Corporation through its duly authorized officer
or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the board of directors
authorizing such execution expressly state that such attestation is necessary.

8.11 Headings. The headings used in these bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

8.12 References. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender shall
include each other gender where appropriate.

8.13 Amendments. These bylaws may be altered, amended, or repealed or new
bylaws may be adopted by the board of directors, or by the affirmative vote of
the holders of not less than a majority of the outstanding shares of stock then
entitled to be voted generally in an election of directors, voting together as a
single class, subject to any additional rights of any

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outstanding class or series of shares of the Corporation described in the
certificate of incorporation of the Corporation.

The undersigned, the Secretary of the Corporation, hereby certifies that
the foregoing bylaws were adopted by unanimous consent by the directors of the
Corporation as of April 1, 1996.

/s/ BRADLEY S. BUTTERMORE
------------------------------------
Bradley S. Buttermore

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THE DATE OF THIS PROSPECTUS IS SET FORTH IN THE UPPER LEFT HAND CORNER OF THE
FRONT COVER PAGE. UNDER NO CIRCUMSTANCES SHALL THE INFORMATION CONTAINED IN
THIS PROSPECTUS BE CONSIDERED UNCHANGED AS OF ANY DATE SUBSEQUENT TO THE DATE
OF THIS PROSPECTUS.

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<S> <C>
Summary............................... 2
Risk Factors.......................... 8
Introduction.......................... 11
Amendment to Revise Section 8.2....... 11
Plan of Reorganization................ 13
Trust................................. 20
Selected Financial Data............... 25
Company............................... 26
Comparison of the Trust and
the Company......................... 29
Stock Purchase Agreement.............. 38
Security Ownership.................... 50
Market Price.......................... 52
Voting Procedures..................... 53
Expenses.............................. 55
Legal Matters......................... 55
Experts............................... 55
Certified Public Accountants.......... 55
Shareholder Proposals................. 55
Available Information................. 56
Incorporation by Reference............ 56
Appendix I Defined Terms.............. I-1
Exhibit A -- Fairness Opinion......... A-1
Exhibit B -- Stock Purchase
Agreement........................... B-1
Exhibit C -- Plan of Reorganization... C-1
Exhibit D -- Charter of the Company... D-1
Exhibit E -- Bylaws of the Company.... E-1
</TABLE>

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12,153,658 SHARES
OF COMMON STOCK

LIBERTE
INVESTORS INC.
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PROXY STATEMENT/
PROSPECTUS
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