SECOND MODIFICATION OF LOAN AGREEMENT

BY AND BETWEEN CHURCH LOANS & INVESTMENTS TRUST

AND AMARILLO NATIONAL BANK

DATED DECEMBER 31, 2002

     This Second  Modification  of Loan  Agreement is entered  effective as of April 14, 2003 by and between CHURCH
LOANS & INVESTMENTS  TRUST ("the Trust") and AMARILLO NATIONAL BANK ("the Bank") hereby modifying,  amending and
supplementing certain terms and conditions of that certain Loan Agreement entered into by and between the Trust and
the Bank dated  December 31, 2002 and previously  modified by that certain  Modification  to Loan  Agreement  dated
January 27, 2003 (such Loan Agreement as previously modified is herein referred to as "the Loan Agreement").

R E C I T A L S:

          1.   Pursuant to the Loan  Agreement as  originally  written,  the Bank  extended a line of credit to the
               Trust in an amount not to exceed $20,000,000.

          2.   Such line of credit is  represented  by a Promissory  Note dated  December 31, 2002  executed by the
               Trust payable to the order of the Bank in the principal  amount of  $20,000,000,  ("the  $20,000,000
               Note"),  and is  secured by a pledge of  Qualified  Collateral,  as  defined in the Loan  Agreement,
               pursuant to the Loan  Agreement and that certain  Security  Agreement  dated December 31, 2002 ("the
               $20,000,000 Security Agreement").

          3.   The Trust and the Bank  thereafter  entered into a Modification  to Loan Agreement dated January 27,
               2003 ("the First Modification")  pursuant to which the amount of the line of credit was increased by
               an additional  $4,000,000  thereby making the total  indebtedness  subject to the Loan Agreement and
               owing by the Trust to the Bank equal to a sum not exceeding $24,000,000.

          4.   The  increase  in the line of credit is  represented  by a  Promissory  Note dated  January 27, 2003
               executed by the Trust payable to the order of the Bank in the principal amount of $4,000,000,  ("the
               $4,000,000  Note"),  and is  secured  by a pledge of  Qualified  Collateral,  as defined in the Loan
               Agreement, pursuant to the Loan Agreement and that certain Security Agreement dated January 27, 2003
               ("the $4,000,000 Security Agreement").

          5.   The Trust and the Bank have agreed,  subject to the terms and conditions of this Second Modification
               Agreement,  to increase the amount of the line of credit by an additional $11,000,000 thereby making
               the total  indebtedness  subject to the Loan Agreement and owing by the Trust to the Bank equal to a
               sum not to exceed $35,000,000.

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A G R E E M E N T:

     NOW,  THEREFORE,  the Bank and the Trust do hereby agree to amend, modify and supplement the Loan Agreement in
the following regards:

          1.   The Loan  Agreement is hereby  modified,  in its entirety,  to refer,  as of the date hereof,  to an
               extension of credit by the Bank to the Trust in an amount not to exceed $35,000,000.

          2.   The additional  extension of credit by the Bank to the Trust in an amount not to exceed  $11,000,000
               shall be evidenced by a separate  Promissory  Note in the amount of  $15,000,000  ("the  $15,000,000
               Note") to be executed  by the Trust and  payable to the order of the Bank which said sum  represents
               the renewal,  extension and  replacement of the "the $4,000,000  Note" and the additional  committed
               amount of  $11,000,000.  The  $15,000,000  Note  shall be in the form  similar  to that set forth on
               Exhibit "C"  attached  hereto and made a part  hereof for all  purposes,  with blanks  appropriately
               completed, being payable as set forth therein and bearing interest at a rate equal to .75% per annum
               less than the J.P.  Morgan Chase & Co.,  Inc.'s  prime  lending rate  adjusted  daily.  Upon the
               execution of the  $15,000,000  Note, the $20,000,000  Note together with the $15,000,000  Note shall
               represent the maximum principal commitment of the Bank.

          3.   The term "Note" or "Notes" as used in the Loan Agreement shall, as of the date hereof, refer to both
               the $20,000,000  Note and the  $15,000,000  Note. For all purposes of the Loan Agreement as modified
               hereby, all terms, covenants and provisions applicable to the extension of credit by the Bank to the
               Trust shall be construed as if the $20,000,000  Note and the $15,000,000  Note were one indebtedness
               in an amount not to exceed $35,000,000.

          4.   Section 1.4(b) of the Loan Agreement is hereby modified to provide as follows:

                    (b)  At maturity of any Note then evidencing the debt created  hereunder,  if the commitment of
                         the Bank is extended as provided in paragraph 1.1(b),  the Trust shall execute and deliver
                         to the Bank the following:

                                    (1)     a subsequent  Note in the amount of $20,000,000  in terms  identical to
                                            Exhibit "A"  attached  hereto and made a part hereof for all  purposes,
                                            except that each such subsequent  $20,000,000  note shall bear the date
                                            of issue and recite appropriate dates and renewal data, if any; and
                                    (2)     a subsequent  Note in the amount of $15,000,000  in terms  identical to
                                            Exhibit "A"  attached  hereto and made a part hereof for all  purposes,
                                            except that each such

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                                            subsequent  $15,000,000  note  shall  bear  the date of  issue,  recite
                                            appropriate dates and renewal data, if any and shall bear interest at a
                                            rate .75% per annum less than J. P.  Morgan  Chase  &  Co.'s  prime
                                            lending rate adjusted daily.

                                            Each  such  subsequent  renewal  Note  shall  evidence  loans  made and
                                            outstanding  hereunder  prior  to the  maturity  date of  such  renewal
                                            Note(s), which date shall be a date one year from the date of such note
                                            unless a different date is determined by mutual  agreement of the Trust
                                            and the Bank.  There shall be endorsed upon each such subsequent  Note,
                                            to  evidence  the  first  Advance  thereunder,  the  principal  balance
                                            outstanding  hereunder at the time of issue. Upon acceptance of same by
                                            the Bank,  each such  renewal Note shall be subject to all terms hereof
                                            and shall be deemed the "Note" hereunder.

          5.   Section 1.4(c) of the Loan Agreement is hereby modified to provide as follows:

                    (c)  If the term of this  Agreement  is not  extended  by the  parties at maturity of the notes
                         described in paragraphs in 1.4(a) or (b), then evidencing the debt created hereunder,  the
                         Trust shall execute and deliver to Bank two promissory  notes,  one in the amount of up to
                         $20,000,000 and a second in the amount of the indebtedness  owing by the Trust to the Bank
                         in excess of  $20,000,000,  both notes being in the form  similar to Exhibit "B"  attached
                         hereto and made a part hereof for all  purposes,  to evidence  loans made and  outstanding
                         hereunder, which said notes shall recite the appropriate dates and shall be amortized over
                         a period of time and in such a way that the principal and interest  shall be paid in equal
                         quarterly   installments  of  principal  and  interest  as  are  required  to  retire  the
                         indebtedness  over a term,  not to  exceed  five (5)  years,  which  shall be equal to the
                         weighted  average  remaining  term of all real  estate  lien notes of the Trust  which are
                         pledged as  collateral  on this loan and held by the Bank at the time of the  execution of
                         such  Exhibit "B" type  notes.  Interest  on the note in the  principal  sum not to exceed
                         $20,000,000  shall bear  interest  at a rate  equal to 1% per annum less than J.P.  Morgan
                         Chase & Co.'s  prime  lending  rate  adjusted  daily and  interest  on the note in the
                         principal  sum in excess of  $20,000,000  shall bear interest at a rate equal to .75% less
                         than J.P.  Morgan Chase & Co.'s  prime  lending rate  adjusted  daily.  There shall be
                         endorsed  upon such  note(s),  to evidence the first  advance  thereunder,  the  principal
                         balance  outstanding  thereunder at the time of issue, and upon acceptance of same by Bank
                         shall be subject to all terms hereof and shall be deemed the note hereunder.

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         6.       All advances made pursuant to the $15,000,000 Note shall be considered  "subsequent  advances" or
                  "subsequent  closings"  under  the Loan  Agreement  and shall be made  pursuant  to the terms and
                  conditions  applicable  to  such  "subsequent  advances"  or  "subsequent  closings",   with  the
                  exception that prior to the initial  advance of funds  representing an advance of the $15,000,000
                  Note,  the Bank shall have  received  from the  Trust's  legal  counsel in  connection  with this
                  transaction,   addressed  to  the  Bank,  a  favorable  opinion  in  form,  scope  and  substance
                  satisfactory to the Bank:

                  (a)      to the effect that the Trust is a duly  organized  and existing  real estate  investment
                           trust in good  standing  under  the laws of the  State of Texas  and has the  power  and
                           authority  to own its  property  and to carry on its  business as set forth in paragraph
                           2.3 of the Loan Agreement;

                  (b)      to the effect that this  Modification  Agreement has been duly authorized,  executed and
                           delivered  by the Trust and  constitutes  a legal  valid and binding  obligation  of the
                           Trust, enforceable against the Trust in accordance with its terms;

                  (c)      to the effect  that the  $15,000,000  Note  delivered  by the Trust to the Bank has been
                           duly  authorized,  executed and delivered by the Trust and constitutes the legal,  valid
                           and binding  obligation of the Trust,  enforceable  against the Trust in accordance with
                           its terms;

                  (d)      to the effect that the  $15,000,000  Note is secured by valid,  binding and  enforceable
                           first  liens in favor of the  Bank,  subject  to no  rights,  equities  or  encumbrances
                           outstanding  in favor of any party  other than Bank which are or could  become  prior to
                           or on parity with Bank's  liens,  on all  Collateral  (including  where such  Collateral
                           constitutes  notes receivable,  the real estate or other collateral  securing such notes
                           receivable)  that has been  pledged as  security  therefor  pursuant to Section 5 of the
                           Loan Agreement;

                  (e)      to the effect  that no action of, or filing  with,  any  governmental  or public body or
                           authority is required to authorize,  or is otherwise  required in connection  with,  the
                           execution,  delivery and performance by the Trust of this Modification  Agreement or the
                           $15,000,000 Note;


                  (f)      to the  effect  that  it is  not  necessary  in  connection  with  the  delivery  of the
                           $15,000,000  Note under the  circumstances  contemplated  by this  Agreement to register
                           such Note  under the  Securities  Act of 1933,  as  amended  and then in  effect,  or to
                           qualify an  indenture  in respect  thereof  under the Trust  Indenture  Act of 1939,  as
                           amended and then in effect,  and that if Bank should in the future deem it  expedient to
                           sell the Note (or any Note  delivered  in  exchange  therefor  as in such Note or in the
                           Loan Agreement  permitted),  which the Bank does not now

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                           contemplate or foresee,  such sale would not of itself require registration of such Note
                           under said  Securities Act of 1933 or  qualification  of an indenture in respect of such
                           Note under said Trust  Indenture Act,  provided that at the time of such sale, such Bank
                           neither  controls,  nor is controlled  by, nor is under common  control with, the Trust,
                           either  directly or indirectly,  or, if any such control then exists,  that such sale is
                           not made through an underwriter as defined in said Securities Act of 1933;

                  (g)      as  to  such  other  matters   incident  to  the   transactions   contemplated  by  this
                           Modification Agreement as the Bank may reasonably desire;

                  (h)      to the effect  that  neither the  execution  and  delivery  of this Second  Modification
                           Agreement,  the consummation of the transactions  herein  contemplated,  the fulfillment
                           of the terms hereof,  nor compliance  with the provisions  hereof and of the $15,000,000
                           Note or the entire  indebtedness in an amount not to exceed  $35,000,000  will result in
                           a breach of any of the terms,  conditions  or  provisions  of, or  constitute  a default
                           under,  or result in the creation or imposition of any lien,  charge or  encumbrance  of
                           any nature  whatsoever  upon any of the  properties  or assets of the Trust  pursuant to
                           the terms of the  Declaration  of Trust  dated  February 22, 1963,  as  amended,  or the
                           bylaws of the Trust,  or any agreement or instrument of which such counsel  (having made
                           inquiry with respect thereto) has knowledge, to which the Trust is a party;

                  (i)      to the effect  that with  respect  to such  persons  as shall  have been  identified  in
                           writing to the Bank as being  duly  authorized  agents or  officers  of the  Trust,  all
                           actions  required to be taken by the Trust to clothe such  persons  with such  authority
                           have been taken,  and the  actions of such  persons as  contemplated  herein will be and
                           constitute and legal, valid and binding acts of the Trust; and

                  (j)      to the effect that all conditions for lending have been met.

         7.       The second paragraph of Section 1.5 of the Loan Agreement is hereby modified to read as follows:

                         The Bank may elect not to extend the term of this  Agreement by giving  written  notice to
                    the Trust at least five (5) months prior to the maturity  date of a Note  provided in paragraph
                    1.4(a) or (b) then in existence  evidencing the debt created  hereunder.  Upon Bank giving such
                    notice as  required  hereby,  the Trust may elect to enter into the note and  resulting  payoff
                    provisions as described in paragraph 1.4(c) hereof and the loan shall be extinguished according
                    to the provisions of paragraph 1.4(c).

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          8.   Section 1.6 of the Loan Agreement is hereby  modified,  effective as of April 1, 2003, to provide as
               follows:

                           1.6 Commitment  Fees. In  consideration  of Bank's  agreement and commitment to make the
                  loans  contemplated  hereby, if the average  quarterly  advanced portion of the loan is less than
                  $16,000,000,  then the Trust agrees to pay to Bank for such  calendar  quarter a  commitment  fee
                  equal to  one-eighth  (1/8) of one  percent  (1%) per annum of the average  quarterly  unadvanced
                  portion  of Bank's  commitment.  If the  average  quarterly  advanced  portion  of the loan is in
                  excess of $16,000,000, then there shall be no non-use commitment fee for such quarter.

                           The term "average  quarterly  advanced portion" of the loan or commitment shall mean the
                  daily  average  balance of the amount of the loan balance  computed for a calendar  quarter.  The
                  term "average quarterly  unadvanced  portion" of the loan or commitment shall mean the difference
                  between the average quarterly advanced portion of the loan and $35,000,000.

                           Such fee shall be  computed  in  arrears  for the  quarters  ending  March 31,  June 30,
                  September  30, and December 31 of each year of the Bank's  commitment on the basis of the average
                  quarterly  unadvanced  portion of the  commitment  and shall be payable  quarterly  on January 1,
                  April 1, July 1 and October 1 of each year during the term of Bank's commitment.

          9.   Section 6.11 of the Loan Agreement is hereby modified to provide as follows:

                           6.11 Net Worth  and  Indebtedness.  The net worth of the Trust  shall not at any time be
                  less than  $18,000,000;  and the total  indebtedness  of the Trust shall not at any time exceed a
                  sum  equal to 2.5  times the total net worth of the  Trust.  The terms  "net  worth"  and  "total
                  indebtedness"  shall be as set forth in the financial  statements of the Trust and as prepared in
                  the ordinary course of business consistent with generally accepted accounting principles.

          10.  It is agreed that upon execution of this  Modification  Agreement and prior to any advances pursuant
               hereto of monies  under the  $15,000,000  Note,  the Trust will  execute  and deliver to the Bank an
               additional Security Agreement dated even date herewith expressly securing the $15,000,000 Note ("the
               $15,000,000 Security Agreement"). It is understood and agreed that any and all collateral pledged as
               security  for the line of credit  owing to the Bank by the Trust  pursuant to the Loan  Agreement or
               this Modification  Agreement (both the $20,000,000  Security Agreement and the $15,000,000  Security
               Agreement) shall be security for the entire  indebtedness not to exceed $35,000,000  irrespective of
               the $20,000,000 Note or the $15,000,000 Note.

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          11.  Section 7.4 is deleted in its entirety and replaced with the following:

                    7.4 Pledge  Value.  The term  "Pledge  Value" when used with respect to  Collateral  (including
               Qualified Collateral), shall mean, as of the date of determination,  in the case of Notes secured by
               Mortgages and Deeds of Trust,  the lesser of (i) the outstanding  principal amount of the Collateral
               Note obligation  secured thereby (but, unless otherwise approved in writing by the Bank, only to the
               extent that the then present principal amount is not in excess of $3,000,000), discounted to a value
               such that,  based upon the interest rate payable  thereunder,  the effective  annual yield upon such
               Note will be not less than a rate 2% per annum in  excess  of that  rate of  interest  announced  or
               published on the first day of each  calendar  quarter as J. P. Morgan Chase  &Co.'s  Prime rate,
               whether or not said rate is the lowest rate of interest  charged by Bank to its borrowers,  and (ii)
               the outstanding  principal amount of the Collateral Note.  Pledge Value of Notes shall be determined
               quarterly as of the first day of each calendar  quarter.  The purpose of the above stated $3,000,000
               limitation is to avoid undue  concentration  of the Collateral  into only a few loans and to promote
               diversification  of the Collateral.  Consistent with this purpose,  consent will not be unreasonably
               withheld for loans in excess of $3,000,000 where, in the judgment of Bank,  exercised in good faith,
               there is no such undue concentration and lack of diversification.

          12.  The obligation of the Bank to fund amounts hereunder is subject to Bank having outstanding and valid
               participations with eligible persons in a minimum amount of $15,000,000.  Lender, its successors and
               assigns,  may  assign to one or more  persons  or  entities  all or any  portion  of its  rights and
               obligations hereunder and under any of the loan papers and may sell participations  therein, in each
               case,  without the consent of the Trust. From and after any such assignment or sale, the assignee or
               participant  in connection  therewith  shall have all of the right and  obligations  of Bank (or the
               applicable assignor), to the extent of such assignment or participation, as applicable.

          13.  Except as  modified,  amended or  supplemented  herein,  the Loan  Agreement,  and all its terms and
               conditions, are hereby expressly ratified and confirmed and shall continue in effect.

          14.  Notwithstanding  anything to the contrary  contained  herein,  it is understood  and agreed that the
               owners  of  Certificates  of  Beneficial  Interest  of  the  Trust,  irrespective  of  whether  said
               Certificates of Beneficial  Interest are owned by any person in such person's individual capacity or
               in any  representative  capacity,  shall not be personally  liable under or by virtue of this Second
               Modification  Agreement or under any Note executed  pursuant hereto,  or on any Note endorsed by the
               Trust and delivered to the Bank as security for payment of the loans  advanced  pursuant to the Loan
               Agreement or this

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               Second  Modification  Agreement.  The foregoing  provisions shall be deemed a limitation on personal
               liability only to the extent that such liability,  if any, arises by virtue of the ownership of said
               Certificates of Beneficial  Interest.  Nothing contained in this paragraph shall be deemed to limit,
               release or modify the liability,  if any, of any such owner of Certificates  of Beneficial  Interest
               arising in any manner other than  because of such  ownership,  including by way of example,  but not
               limitation,  the liability, if any, of any person having executed a Guaranty or of any member of the
               Board of Trust  Managers  or any  officer  thereof for willful  misconduct  or gross  negligence  in
               connection with any representation,  warranty,  or certificate made by such person in performance of
               this  Second  Modification  Agreement.  This  paragraph  shall  not be deemed to create or imply the
               existence of personal liability on the part of any person by virtue of any office or otherwise,  but
               rather shall be deemed solely a statement of the limitation of personal  liability,  if any, arising
               by virtue of the ownership to said Certificates of Beneficial Interest.

     THIS WRITTEN  MODIFICATION  AGREEMENT TOGETHER WITH THE WRITTEN LOAN AGREEMENT  REPRESENTS THE FINAL AGREEMENT
BETWEEN  THE  PARTIES  AND MAY NOT BE  CONTRADICTED  BY EVIDENCE  OF PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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         DATED this 14th day of April, 2003.


TRUST:                              CHURCH LOANS &INVESTMENTS TRUST


                                            By:    /s/ Bill R. McMorries        
                                                        Bill R. McMorries, Chairman



BANK:                                       AMARILLO NATIONAL BANK


                                            By:    /s/ Brent Wade             
                                                        Brent Wade, Senior Vice President

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