<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15d
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                        COMMISSION FILE NUMBER: 001-13915

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

                          UNITED INVESTORS REALTY TRUST
             (Exact Name of Registrant as Specified in Its Charter)

                  TEXAS                                76-0265701
      (State or Other Jurisdiction of        (I.R.S. Employer Identification
       Incorporation or Organization)                     No.)

        5847 SAN FELIPE, SUITE 850,                       77057
               HOUSTON, TEXAS                          (zip code)
  (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (713) 781-2860

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
        TITLE OF EACH CLASS          NAME OF EACH EXCHANGE ON WHICH REGISTERED
-----------------------------------  -----------------------------------------
<S>                                  <C>
    Common Shares of Beneficial                NASDAQ Stock Market
       Interest, no par value                  Pacific Exchange
</TABLE>

        Securities registered pursuant to Section 12(g) of the Act: None

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

    Indicate  by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /.

    Indicate by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]

     The aggregate market value of the common shares of beneficial interest held
by non-affiliates was approximately  $64,745,177 based upon the closing price on
the NASDAQ Stock Market for such shares of $7.00 on March 3, 1999.

     As of March 3, 1999,  the number of common  shares of  beneficial  interest
outstanding was 9,514,889.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                         UNITED INVESTORS REALTY TRUST
                           ANNUAL REPORT ON FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 1998

                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>
ITEM NO.                                                         PAGE NO.
---------                                                        --------
<C>                                                               <C>
                                     PART I

     1.   Business                                                    1
     2.   Properties                                                  5
     3.   Legal Proceedings                                           6
     4.   Submission of Matters to a Vote of Security Holders         7

                                    PART II

     5.   Market for Registrant's Common Equity and Related 
          Shareholder Matters                                         7
     6.   Selected Financial Data                                     8
     7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         9
     8.   Financial Statements and Supplementary Data                13
     9.   Changes in and Disagreements with Accountants or
          Accounting and Financial Disclosure                        13

                                    PART III

    10.   Directors and Executive Officers of the Company            13
    11.   Executive Compensation                                     13
    12.   Security Ownership of Certain Beneficial Owners
          and Management                                             13
    13.   Certain Relationships and Related Transactions             13

                                    PART IV

    14.   Exhibits, Financial Statement Schedule and Reports
          on Form 8-K                                                13

                    SIGNATURES

</TABLE>

<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

     Part III of this report on Form 10-K incorporates by reference  information
from the Registrant's  definitive  proxy statement  relating to the Registrant's
1999 annual  meeting to be filed with the  Securities  and  Exchange  Commission
within 120 days of the close of the Registrant's fiscal year.

                           FORWARD LOOKING STATEMENTS

     The information  contained and  incorporated by reference in this Form 10-K
contains  forward-looking  statements  within the  meaning of Section 27A of the
Securities Act of 1993, as amended (the  "Securities  Act"),  and Section 21E of
the  Securities  Exchange Act of 1934, as amended (the "1934 Act").  A number of
factors could cause results to differ  materially from those anticipated by such
forward-looking  statements.  These factors include, but are not limited to, the
competitive  environment in the retail  industry in general and in the Company's
specific market areas, changes in prevailing interest rates and the availability
of  financing,  inflation,  economic  conditions in general and in the Company's
specific market areas, labor  disturbances,  demands placed on management by the
recent substantial increase in number of properties owned by the Company changes
in the Company's  acquisition  plans and certain other factors  described  under
"Business" in Item 1 below.  In addition,  such  forward-looking  statements are
necessarily dependent upon assumptions, estimates and data that may be incorrect
or  imprecise.   Accordingly,   any   forward-looking   statements  included  or
incorporated  by reference in this Form 10-K do not purport to be predictions of
future  events  or  circumstances  and  may  not  be  realized.  Forward-looking
statements can be identified by, among other things,  the use of forward-looking
terminology such as "believes,"  "expects,"  "may," "will,"  "should,"  "seeks,"
"pro forma," or  "anticipates,"  or the negative  thereof,  or other  variations
thereon or comparable terminology, or by discussions of strategy or intentions.


                                     PART I

ITEM 1. BUSINESS

     United  Investors  Realty  Trust is a real  estate  investment  trust which
acquires,  develops, and operates neighborhood and community shopping centers in
the "sunbelt" region of the United States.  As of December 31, 1998, the Company
owned  controlling  interests  in 25  shopping  centers,  24 of which were fully
operational,  and one of which was in the early  stages of  development.  The 24
operating  shopping  centers  comprised  approximately  3,000,000 square feet of
gross  leaseable area, of which  approximately  700,000 square feet was owned by
grocery store operators and other third parties.  When  completed,  the shopping
center under development will comprise approximately 60,000 square feet of GLA.

     Of the Company's 25 properties,  20 are 100% owned by the Company. Three of
the properties are owned through limited partnerships in which the Company holds
at least  96% of the  partnership  interests.  Two of the  properties  are owned
pursuant to leasehold  interests that have  transferred  virtually all risks and
rewards of  ownership  to the  Company.  The  Company  owns a 40%  interest in a
limited  liability  company,  which  is  consolidated  for  financial  reporting
purposes, that is the owner of a shopping center under development.  The Company
is obligated to purchase the  remaining  60%  interest  upon the  completion  of
development.

     UIRT operated from 1989 until 1998 as a private REIT. On March 13, 1998, we
completed an initial  public  offering of 7,600,000  common shares of beneficial
interest. In April 1998, we issued another 1,000,000 common shares of beneficial
interest  pursuant to the exercise of the underwriters'  overallotment  options.
Prior to the IPO, we had outstanding  approximately 915,000 shares, all of which
remain outstanding as of December 31, 1998.

     Our focus is on  purchasing  properties  anchored by major retail  tenants,
preferably  grocery  stores,  located  in  the  sunbelt.  We  believe  our  best
opportunities  for growth will come from acquiring  single  properties and small
portfolios.  We believe our primary competitors for these properties are private
individuals,  small  REITs,  and groups  that will not have the  resources  of a
relatively  larger  public REIT.  Further,  we believe that larger  public REITs
generally seek to acquire larger portfolios than we seek to acquire.

     Of the 25 neighborhood and community  shopping centers owned as of December
31, 1998, 17 are located in Texas  (including  seven in the Houston area and six
in the Dallas/Ft.  Worth area), three are located in each of Arizona and Florida
and two are  located  in  Tennessee.  The  properties  are  located in areas the
Company  believes  provide busy working families with the opportunity to do most
of their  shopping  between  work and home.  The  properties  range in size from
approximately  26,000 square feet to approximately  316,000 square feet, and are
anchored  primarily  by  national  and  regional  supermarkets,  drug stores and
retailers which offer everyday  necessities to their  neighborhood  communities.
Approximately  95% (based on GLA) of the existing  leases at the  properties are
triple net,  i.e.,  the tenants  under such leases are required to pay base rent
and their respective shares of the common area maintenance charges,  real estate
taxes and insurance costs incurred annually at their respective properties.  Any
future  property  acquisitions by us are expected to be in medium to large-sized
sunbelt metropolitan communities, where potential future increases in rental and
occupancy  rates are  anticipated  to be  realized  as a result  of better  than
average population and employment growth.

                                       1
<PAGE>

     UIRT seeks to maximize growth in funds from operations  ("FFO")(as  defined
in Item 7) and funds available for distribution  ("FAD"),  which is FFO adjusted
for certain cash receipts and disbursements,  to shareholders  through effective
management,  operation and  acquisition of neighborhood  and community  shopping
centers.  We currently  follow five general  investment  policies to achieve our
objectives:  (1) we seek to acquire real estate assets for long-term  investment
and income by applying  selective  criteria and employing the most  advantageous
sources  of  capital   alternatives;   (2)  we  seek   acquisitions,   including
neighborhood  shopping centers that are of high-quality and are well-located and
that we can renovate and/or expand, and maintain and intensively  manage; (3) we
intend to focus our acquisition  efforts on communities in which we already have
properties, in communities within close proximity to such properties or in areas
where we can  acquire  several  properties  concurrently,  in  order  to  obtain
economies of scale in the use of local personnel,  advertising and purchasing of
services;  (4) we expect to enhance our existing  portfolio  by entering  into a
limited number of alliances with experienced  developers in order to develop new
neighborhood  and community  shopping  centers;  and (5) we intend to sell, from
time to time,  select  properties  as dictated by market  conditions in order to
realize  capital  gains  and  to  improve  our  overall  portfolio  profile  and
valuation.

     Historically,  we have contracted with local,  professional  management for
the day to day operation of our  properties.  During 1998,  we assumed  property
management and leasing  responsibilities  for all of our Texas properties except
those  in the  Dallas/Ft.  Worth  area.  Management  anticipates  that  the  six
Dallas/Ft. Worth properties,  which are presently managed by third parties, will
be  internally  managed  by the end of the  second  quarter  of 1999.  Effective
January  1, 1999,  our  finance  and  accounting  departments  had  brought  all
accounting and finance functions in-house,  whereas prior to the IPO, accounting
for our eight  properties  was  outsourced  to third  party  property  managers.
Accounting functions for subsequently acquired properties will also be performed
internally.

     Management  believes that when acquiring  properties in new markets,  local
managers  possess a valuable  understanding  of their  local  markets.  Further,
management  has  concluded  that  local  management,  in select  situations,  is
currently an economical and viable  alternative to management by UIRT personnel.
Economic  viability will dictate if and when management of these properties will
be brought in-house.  Until then, third party management and leasing  activities
will remain under the close  supervision of and tight guidelines  established by
UIRT.

     UIRT is managed for a fee by the Investment  Manager,  FCA Corp.  Robert W.
Scharar,  Chairman of the Board of UIRT,  is the  principal  shareholder  of the
Investment Manager. The Investment Manager originally sponsored the organization
of UIRT in 1989 as a benefit to a number of clients who desired to include  real
estate properties in their investment portfolios.  In return for the fee paid by
UIRT,  the  Investment  Manager  currently   provides  certain   administrative,
accounting,  financial,  and operating  personnel to UIRT. In addition UIRT also
reimburses the Investment Manager for the costs of other personnel,  essentially
involved in property operations, and their related cost of occupancy without any
mark-up or add-on. The Investment Manager has dedicated to the administration of
UIRT the  full-time  services of Lewis H. Sandler,  Randall D. Keith,  R. Steven
Hamner,  and  Joseph W. Karp who serve as our  Chief  Executive  Officer,  Chief
Operating Officer,  Chief Financial Officer and Vice President-Asset  Management
and Leasing, respectively.

     UIRT is a real estate  investment trust formed under the Texas REIT Act. We
elected to be taxed as a REIT under the  Internal  Revenue  Code for its taxable
year ended December 31, 1989 and for each subsequent taxable year. Our principal
executive  offices  are located at 5847 San Felipe,  Suite 850,  Houston,  Texas
77057,  and our  telephone  number is (713)  781-2860,  our fax  number is (713)
781-3846, and our internet address is www.UIRT.com.


                       BUSINESS OBJECTIVES AND STRATEGIES


                                1998 ACTIVITIES

     In February  1998, we acquired  four  neighborhood  and community  shopping
centers for approximately  $35,000,000 and refinanced approximately  $16,000,000
in mortgage debt with proceeds from a $53,700,000 bridge financing  arrangement.
In March  and  April of 1998,  we  completed  our IPO and  raised  approximately
$79,000,000.  We used the IPO proceeds,  along with proceeds from mortgage loans
and bank lines of credit to repay the bridge financing arrangement, retire debt,
redeem  preferred  shares,  acquire  limited  partnership  interests  in certain
partnerships,   and  acquire  additional  properties.   In  total,  we  acquired
approximately $121,000,000 in properties during 1998.

                                      2
<PAGE>

     Our primary  strategy to increase  the size of our  portfolio is to acquire
well-located  neighborhood  and community  shopping  centers in first and second
tier sunbelt  cities that are anchored by  supermarkets  and other  national and
regional  credit-worthy  tenants with long-term leases. We seek strong prospects
for future cash flow stability and capital appreciation. A secondary emphasis is
placed on shopping centers where significant redevelopment  opportunities exist.
In either event,  we focus on areas where potential  future  increases in rental
and occupancy rates resulting from better than average population and employment
growth are  anticipated.  Our acquisition  criteria include location along major
traffic arteries in established neighborhoods where the development of competing
shopping  centers  is  impeded  by the  lack  of  developable  land  and  zoning
restrictions, and where tenant relocation alternatives are limited.

     In  evaluating  the  potential  acquisition  of  any  property,  management
considers  a  variety  of  factors  such as (1)  the  location,  visibility  and
accessibility of the property; (2) the demographic characteristics of the local
market,  including  potential for growth; (3) the size of the property;  (4) the
purchase price;  (5) the  availability of funds or other  consideration  for the
proposed  acquisition  and the cost  thereof;  (6) the  geographic  "fit" of the
property with the Company's existing portfolio;  (7) the absence or existence of
environmental  problems,  if any; (8) the current and projected cash flow of the
property  and  perceived  ability to  increase  cash flow;  (9) the terms of the
leases,  including  the  potential  for  rent  increases;  (10) the  quality  of
construction,  physical condition and design of the property;  (11) the terms of
existing  financing  on the  property;  (12)  the  potential  for  expansion  or
redevelopment, and (13) existing and the potential for future competition within
the community in which the prospective acquisitions are located.


Redevelopment  

     Redevelopment  activities  have  been  an  integral  part  of our  business
strategy and will  continue to be an important  component of our strategy in the
future.  Redevelopment  activities  generally  involve  physically  upgrading an
existing  retail  facility  in order to meet and,  in some  instances,  help set
current  industry  standards as well as to accommodate the expansion of existing
tenants  and/or  the  placement  of  additional  tenants.  We plan  to  commence
significant redevelopment of two of our properties during 1999.

Development

     We also intend to develop a limited  number of new  properties.  Management
believes that development  properties,  if well-located and properly leased, can
provide better than average returns. Since the risk inherent in such development
is also potentially greater than in acquisition of mature properties, management
intends to limit such development activities,  at any one time, to approximately
20% of our GLA.

     When we identify a development  opportunity,  we enter into an  arrangement
with a local developer whereby we are not compelled to take title to or fund the
acquisition of the property  unless certain  conditions are met. Such conditions
generally include: binding leases with anchor tenants must be executed; the land
entitlement  process  must  be  substantially  complete;  land  acquisition  and
development  costs  must be  identified;  financing  sources  and costs  must be
circumscribed;  tenant finish costs must be escrowed and major tenants must have
accepted  possession of their  respective  premises and commenced the payment of
base rent.

During 1998, we entered into three development projects:

     -    We  agreed  to  purchase  two  neighborhood   shopping  centers  under
          development  in  Houston  from a local  developer.  Both  centers  are
          anchored  by  Albertsons,  which  will own its own  space  within  the
          centers.  The  remaining  space must be at least 90% leased to tenants
          acceptable to us prior to acquiring  the property.  We acquired one of
          these  centers in  January  1999,  and expect to acquire  the other in
          April 1999. 

     -    In Tampa,  Florida,  a local developer is developing a shopping center
          that is  anchored by a Kash N' Karry  grocery  store  (whose  lease is
          guaranteed by its parent company, Food Lion, Inc.). UIRT, which owns a
          minority interest in the entity  developing the center,  has agreed to
          acquire  the  remainder  of the entity upon the  occupancy  of Kash N'
          Karry and the  completion  of the remaining  tenant space.  Leasing of
          such space has commenced  and we expect to complete  this  transaction
          during the third quarter of 1999.


OPERATING STRATEGY

     We  believe in an  aggressive  leasing  and  property  management  strategy
conducted by professionals with extensive experience, knowledge of local markets
and an established track record with national, regional and local retailers. Our
leasing and property  management  activities  are  conducted by our managers and

                                      3
<PAGE>         
representatives as well as by local leasing and property  managers,  all of whom
are supervised by our officers.  We believe that the expertise and relationships
developed by these professional leasing and management teams enhance our ability
to retain existing tenants as well as attract national and regional retailers to
our properties.

     Our overall property  management and leasing strategy is designed to permit
us to realize  opportunities  for increased rental revenue and cash flow growth.
Each  property has a specific  management  and leasing  program which takes into
account the location,  community needs,  tenant mix and other factors  affecting
such property. Key elements of our strategy include:

     -    Tenants.  We intend to maintain and diversify our core of national and
          regional  credit-worthy  anchor  tenants.  Supermarkets  comprise  the
          majority of such  anchors.  Management  also  recognizes  the dynamics
          inherent  at  each  of  our  properties  and  intends  to  tailor  the
          tenant-mix   at  each   property  to  meet  the  needs  of  the  local
          communities.

     -    Lease  Renewals/Extensions.  Our officers and property managers (under
          the direction of our officers)  expect to  aggressively  market vacant
          space, renew existing leases at higher base rents per square foot, and
          utilize base rent  escalation  provisions  in our leases to the extent
          allowed by lease and market  conditions.  We believe  that a number of
          our leases currently are at below market rents and that  opportunities
          may exist in the  future to renew  those  leases at higher  base rents
          upon expiration of existing lease terms.

     -    Property Management. We seek to maintain attractive facilities through
          regularly  scheduled  inspection  and  maintenance  programs  for each
          property,   placing  a  strong   emphasis   on   aesthetics,   regular
          maintenance,  periodic renovation and capital improvements.  We expect
          to continue such programs and will budget annually what we consider to
          be appropriate  maintenance  expenditures.  Our property  managers are
          charged with the  responsibility  for implementing  designated repairs
          and improvements,  which our officers  regularly  inspect.  We believe
          that  such  hands-on  property  management  enhances  the value of our
          properties to the tenants and their customers and attracts new tenants
          and new customers to our properties.

     -    Property Sales. We may, from time to time, sell properties,  depending
          on prevailing  market  conditions  and subject to certain  limitations
          relating to our taxation as a REIT. We currently have no plans to sell
          any of our properties.

FINANCING 

     In  order  to  pursue  our  acquisition,  redevelopment,   development  and
operating  strategies most  effectively,  we intend to limit our borrowings such
that earnings before interest,  taxes, depreciation and amortization is at least
2.5 times our debt  service  requirements.  We believe  this ratio  provides  an
indicator of our ability to service our debt and make our distribution payments.
In conjunction  with our debt service  coverage ratio limits,  we also expect to
maintain  a  capital  structure  with a  ratio  of  debt  to  total  capital  of
approximately 50%. At December 31, 1998, we had a debt to total capital ratio of
approximately  46%. We may, however,  from time to time increase or decrease our
ratio of  long-term  debt to total  capital  in light of then  current  economic
conditions,  relative costs of debt and equity capital, the market values of our
properties, growth and acquisition opportunities and other factors.


     We intend to avoid  exposure to long-term  variable  rate debt by utilizing
either fixed-rate debt or entering into interest rate protection agreements.  We
intend to finance our acquisitions, redevelopments and developments with what we
consider  to be the most  appropriate  sources  of  capital,  which may  include
undistributed  FAD,  the  issuance  of equity  securities  (including  preferred
shares,  rights,  or  warrants),  the  issuance  of  downREIT  units,  sales  of
investments,  bank and other  institutional  borrowings (secured and unsecured),
the issuance of debt securities and proceeds from the sale of properties.

EMPLOYEES

     At December 31,  1998,  we had no  employees.  The  Investment  Manager had
approximately  16 employees who were utilized on an essentially  full time basis
for UIRT business. Subsequent to December 31, 1998, the Investment Manager hired
an additional four employees who will be utilized for UIRT business. In addition
23 other staff members of the Investment Manager are available to assist UIRT.


                                      4
<PAGE>
ITEM 2. PROPERTIES

The  following  table and notes  describe the  Company's  properties  and rental
information for leases in effect as of December 31, 1998:

<TABLE>
<CAPTION>
                                              GROSS LEASABLE AREA
                                              -------------------

                                                                                                  ANNUALIZED
                                 YEAR                      SQUARE FEET                          STRAIGHT-LINE
TEXAS                         DEVELOPED/    OWNED SQ.       OWNED BY     PERCENT      ANNUALIZED   BASE RENT      MAJOR TENANT(S)
SHOPPING CENTERS               RENOVATED       FT.          ANCHORS       LEASED      BASE RENT   PER SQ. FT.  (LEASE EXPIRATION)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>          <C>         <C>           <C>        <C>                  <C>   
Arlington Shopping Center     1982/1991       65,083         58,000         99%        $629,793      $9.77       Kroger (1)
Arlington, TX                                                                                           Little Caesar's Pizza (1999)
                                                                                                           Weight Watchers (2001)

Autobahn Shopping Center         1984         28,878              0         97%        $324,156     $11.57  Blockbuster Video (2000)
San Antonio, TX

Bandera Festival Shopping        1989        189,438              0         95%(2)   $1,506,492     $ 8.37          K-Mart (2013)
Center                                                                                                             Solo Serve (2004)
San Antonio, TX                                                                                                  Eckerd Drugs (2008)

Benchmark Crossing            1986/1990/      58,384              0        100%        $663,576     $11.37    Jack-In-The-Box (2006)
Shopping Center                  1994                                                                          Burger King (2010)
Houston, TX                                                                                                        IHOP (2013)

Centennial Shopping Center    1970/1984       80,492              0         97%        $661,464     $ 8.47     Drug Emporium (2001)
Austin, TX

Colony Plaza Shopping            1997         26,513         53,000         94%        $421,932     $16.93  Albertson's Supermarkets
Center                                                                                                               (1)
Sugar Land, TX                                                                                              Starbuck's Coffee (2007)
                                                                                                                  AAA Texas (2002)

El Campo Shopping Center         1985         83,330              0         90%        $303,447      $4.05    David's Supermarket
El Campo, TX                                                                                                         (2002)


Garland                          1984         33,366              0        100%        $328,440      $9.84  Blockbuster Video (2003)
Shopping Center
Garland, TX

Hedwig Shopping Centers       1974/1987/      69,554        155,650         98%        $852,485     $12.51          Target (1)
Houston, TX                      1989                                                                             Marshall's (1)
                                                                                                          Ross Dress for Less (2010)
                                                                                                            Blockbuster Video (2000)

Hurst Shopping              1982/1993         47,517              0        100%        $446,113      $9.39  Southwestern Bell Mobile
Center                                                                                                               (2002)
Hurst, TX

Highland Square Shopping         1998         64,171              0         97%        $992,532     $15.95      Radio Shack (2002)
Center                                                                                                              
Sugar Land, TX

Market at First Colony        1988/1991/      94,241         62,000         97%      $1,320,120     $14.44          Kroger (1)
Houston, TX                      1994                                                                            TJ Maxx (2002)
                                                                                                                  Eckerd (2014)

Mason Park Centre                1985        160,047         58,800         94%      $1,663,512     $11.06          Kroger (1)
Houston, TX                                                                                                      Palais Royal (2006)
                                                                                                              Cinemark Cinema (1999)
                                                                                                                     PetCo (2005)
                                                                                                                   Walgreen's (2015)

Plano Shopping                   1985         81,590         62,000        100%        $946,908     $11.61        Albertson's (1)
Center                                                                                                             Wendy's (2002)
Plano, TX

Richardson Shopping Center       1984         54,872         62,000         86%        $527,600     $11.18        Albertson's (1)
Richardson, TX                                                                                              Blockbuster Video (1999)

Rosemeade Park Shopping          1986         49,554         58,900         61%        $353,736     $11.70          Kroger (1)
Center                                                                                                      Blockbuster Video (2003)
Carrollton, TX

University Park Shopping      1973/1991       91,654              0        100%        $752,988      $8.22      Albertson's (2023)
Center
College Station, TX

   Total/Weighted Average            --    1,278,684        570,350         94%     $12,695,294     $10.46               --

</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                              GROSS LEASABLE AREA
                                              -------------------
                                                                                               ANNUALIZED
                                 YEAR                      SQUARE FEET                       STRAIGHT-LINE
FLORIDA                        DEVELOPED/    OWNED SQ.      OWNED BY   PERCENT    ANNUALIZED   BASE RENT      MAJOR TENANT(S)
SHOPPING CENTERS               RENOVATED       FT.          ANCHORS     LEASED     BASE RENT  PER SQ. FT.  (LEASE EXPIRATION)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>          <C>           <C>          <C>        <C>            <C>            
Town 'N Country Shopping      1970/1986      158,104              0        100%        $720,996      $4.56     Auto Zone (2002)
Center                                                                                                          TJ Maxx (1999)
Tampa, FL                                                                                                   Blockbuster Video (2002)

University Mall Shopping      1973/1984      315,596              0         98%      $2,071,476      $6.70     Office Max (2004)
Center                                                                                                        Ross Stores (2001)
Pembroke Pines, FL                                                                                           Sports Authority (2012)

   Total/Weighted Average            --      473,700              0         99%      $2,792,472      $5.99            -- 


TENNESSEE                     
SHOPPING CENTERS 
----------------------------------             

McMinn Plaza Shopping            1982         99,969              0        100%(3)     $420,875      $4.21          Ingles (2002)
Center                                                                                                             Wal-Mart (2002)  
Athens, TN

Twin Lakes Shopping Center       1986         52,424              0         93%        $344,469      $7.06       Food City (2007)
Lenoir City, TN

   Total/Weighted Average          --        152,393              0         98%        $765,344      $5.19              --   


ARIZONA                     
SHOPPING CENTERS            
----------------------------------

Big Curve Shopping Center     1969,1983,     126,402        100,010         96%        $937,461      $7.73      Albertson's (1)
Yuma, AZ                      1990,1996                                                                          Michael's (1)
                                                                                                                 Walgreen's (2004)
                                                                                                              Millers Outpost (2004)

Park Northern Shopping          1982         128,378              0         90%        $666,408      $5.77         Safeway (2003)
Center
Phoenix, AZ

Southwest/Walgreen's            1975          83,698              0         98%        $537,576      $6.55           Southwest
Shopping Center                                                                                                  Supermarket(2000)
Phoenix, AZ

   Total/Weighted Average         --         338,478        100,010         95%      $2,140,416      $6.69            --
                              ----------------------------------------------------------------------------
Grand Total/Weighted Average               2,243,255        670,360         95%     $18,393,526      $8.59
</TABLE>

(1) The space is owned by the tenant.

(2) Includes  Eckerd Drugs which has vacated its space,  but is obligated to pay
    rent through October 31, 2008.

(3) Includes  Wal-Mart which has vacated its space, but is obligated to pay rent
    through November 29, 2002.


ITEM 3.   LEGAL PROCEEDINGS

     UIRT is a party to legal  proceedings  that arise in the  normal  course of
business,  which matters are generally  covered by insurance.  The resolution of
these matters cannot be predicted  with  certainty.  However,  in the opinion of
management,  based upon currently  available  information,  liability under such
proceedings, either individually or in the aggregate, will not have a materially
adverse affect on our consolidated financial statements taken as a whole.

                                      6
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During 1998, no matters were submitted to a vote of shareholders.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     Our common  shares  began  trading on the  NASDAQ  Stock  Market and on the
Pacific  Exchange  on March  13,  1998,  under the  symbols  "UIRT"  and  "UIR,"
respectively.  On March 3, 1999 we had  approximately 306 shareholders of record
and approximately  5,700 beneficial  owners.  The following table sets forth for
the periods  indicated  the high and low sales  prices as reported by NASDAQ and
the distributions declared by us during 1998.

<TABLE> 
<CAPTION>
                                                 HIGH     LOW       DECLARED 
                                               --------  ------   -------------
<S>                                               <C>      <C>        <C>
First Quarter (from March 13, 1998)............$ 10.00   $ 9.50     $ 0.000
Second Quarter ................................$ 10.25   $ 9.00     $ 0.215
Third Quarter ..... ...........................$  9.56   $ 6.88     $ 0.215
Fourth Quarter ................................$  8.00   $ 6.56     $ 0.215

</TABLE>

Distributions

     The fourth quarter distribution amounts to $0.86 per share on an annualized
basis.  Distributions paid in 1998,  totaling $0.43 per share, were comprised of
ordinary  taxable income of $0.19 (44%) and return of capital of $0.24 (56%). In
1999 the return of capital  component  of the  distribution  is  expected  to be
approximately 30 to 35 percent.  All  distributions  will be made by UIRT at the
discretion of the Board of Trust Managers and will depend upon our earnings, our
financial  condition and such other factors as the Board of Trust Managers deems
relevant.  In order to qualify for the beneficial tax treatment accorded to REIT
under the  Internal  Revenue  Code,  we are  required to make  distributions  to
shareholders  in an amount equal to at least 95% of our "real estate  investment
trust taxable income," as defined in Section 857 of the Internal Revenue Code.













                                      7
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

     The following table sets forth, on a historical basis,  Selected  Financial
Data  for  UIRT.  This  information  should  be read  in  conjunction  with  the
consolidated  financial statements of UIRT, including the related notes thereto,
and Management's  Discussion and Analysis of Financial  Condition and Results of
Operations.  The  historical  Selected  Financial Data for UIRT has been derived
from the audited financial statements.

<TABLE>

                                                             YEAR ENDED DECEMBER 31,
                                   ----------------------------------------------------------------------------

                                       1998          1997            1996            1995            1994
                                   ------------   -----------     -----------     -----------     -----------
                                   <C>            <C>             <C>             <C>             <C>                
<S> 
FINANCIAL INFORMATION:
  Revenues:
    Rental revenues.............. $ 17,323,768    $ 6,148,575     $ 4,966,673(1)  $ 5,238,466     $ 4,639,010
    Interest and other income....      426,402         27,278          67,409          44,224          10,344
                                   ------------   -----------     -----------     -----------     -----------
        Total revenue............   17,750,170      6,175,853       5,034,082       5,282,690       4,649,354
                                   ============   ===========     ===========     ===========     ===========

Income (loss) before gain on sale
  of  investment  real  estate,  
  extraordinary item, minority 
  interest and redeemable preferred
  share distribution requirements $  2,303,710    $  (634,189)    $   299,269     $   254,580     $   325,836
                                   ===========    ===========     ===========     ===========     ===========
Net income (loss) available for
  common shareholders............ $  1,924,397    $  (771,716)    $   151,032     $   192,704     $   277,401
                                   ===========    ===========     ===========     ===========     ===========
Net income (loss) per share...... $       0.25    $     (0.85)    $      0.17     $      0.21     $      0.32
                                   ===========    ===========     ===========     ===========     ===========
Weighted average common shares...    7,702,709        912,493         909,405         909,397         872,655
                                   ===========    ===========     ===========     ===========     ===========
Cash distributions declared per 
  common share................... $      0.645             --(2)           --(2)           --(2)  $      0.40
                                   ===========    ===========     ===========     ===========     ===========
BALANCE SHEET INFORMATION:
  Investment real estate,
    gross........................ $160,329,516    $39,734,731     $39,327,929     $34,166,161     $33,852,985
  Total assets...................  164,624,109     39,286,969      37,201,773      32,461,433      32,702,850
  Long-term obligations..........   73,883,884     28,363,899      26,542,992      22,484,845      23,826,831
  Total liabilities..............   80,929,506     29,793,132      27,406,859      23,407,145      24,647,866
  Minority interest..............    2,825,284      1,571,018       1,584,673         699,984         794,730
  Preferred shares...............           --      1,068,226       1,068,226       1,068,226              --
  Net equity.....................   80,869,319      6,854,593       7,142,015       7,286,078       7,260,254
OTHER DATA:
Cash flows from:
  Operating activities...........    6,209,892      1,688,057       1,062,002         958,510         993,272
  Investing activities...........  (58,150,977)    (2,711,802)     (1,319,213)       (269,479)     (2,240,884)
  Financing activities...........   57,081,031      1,250,578         (51,293)       (384,637)      1,121,241
Funds From Operations(3).........    7,373,870      1,021,657       1,291,047       1,260,709       1,082,750
Number of Properties (at end of
  period)........................           25              8               8               6               6
GLA (sq. ft.) (at end of
  period)........................    2,243,255        754,563         753,790         542,095         542,095
Percentage of GLA leased (at end
  of period).....................           95%            95%             96%             95%             96%


(1)  Base rent was lower in 1996 as a result of the  conveyance  of the One West
     Hills  building on January 1, 1996 to Ivy Realty  Trust,  a privately  held
     affiliated office REIT managed by the Investment Manager. All shares of Ivy
     Realty Trust were distributed to UIRT shareholders in 1995, 1996 and 1997.

(2)  For 1997,  1996 and 1995,  UIRT  distributed a distribution  in kind of Ivy
     shares  with  a  value  of  $0.398,  $0.40  and  $0.20  per  common  share,
     respectively.
                                       8
<PAGE>
(3)  The NAREIT White Paper defines  Funds From  Operations as net income (loss)
     (computed in accordance  with GAAP),  excluding gains (or losses) from debt
     restructuring and sales of property,  plus real estate related depreciation
     and amortization and after adjustments for unconsolidated entities in which
     the REIT holds an interest.  Management  believes Funds From  Operations is
     helpful to  investors  as a measure of the  performance  of an equity  REIT
     because,  along  with  cash  flows  from  operating  activities,  financing
     activities  and  investing  activities,   it  provides  investors  with  an
     understanding  of the  ability of UIRT to incur and  service  debt and make
     capital  expenditures.  UIRT computes  Funds From  Operations in accordance
     with the standards  established  by the White Paper,  which may differ from
     the  methodology for  calculating  Funds From Operations  utilized by other
     equity REITs, and  accordingly,  may not be comparable to such other REITs.
     Further,  Funds From  Operations does not represent  amounts  available for
     management's  discretionary  use because of needed  capital  replacement or
     expansion,   debt   service   obligations,   or   other   commitments   and
     uncertainties.  Funds  From  Operations  should  not  be  considered  as an
     alternative  to net  income  (determined  in  accordance  with  GAAP) as an
     indication of UIRT's financial  performance or to cash flows from operating
     activities  (determined  in  accordance  with  GAAP) as a measure of UIRT's
     liquidity,  nor is it  indicative  of funds  available  to fund UIRT's cash
     needs, including our ability to make distributions.
</TABLE>

ITEM 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     The  following   discussion   should  be  read  in  conjunction   with  the
accompanying  consolidated  financial  statements and notes thereto.  Historical
results  and trends  which might  appear  should not be taken as  indicative  of
future operations.

     UIRT  has  been  operating  since  1989  as a  Texas  REIT  engaged  in the
acquisition,  ownership,  management,  leasing and redevelopment of neighborhood
and community shopping centers in the sunbelt region of the United States.  UIRT
focuses on  purchasing  properties  anchored  primarily by national and regional
supermarkets,  drug stores and other credit-worthy retailers that offer everyday
necessities and convenience to their neighborhood communities.

RESULTS OF OPERATIONS

QUARTER ENDED DECEMBER 31, 1998

     Net  income was  $1,461,000  or $0.15 per basic and  diluted  share for the
fourth quarter of 1998, up from  ($880,000),  or ($0.96) per share, for the same
quarter of 1997.  The increase in net income from 1997 to 1998 is due  primarily
to UIRT's  acquisitions since December 31, 1997 and a charge in 1997 of $788,000
for issuance of stock to the Investment Manager.

     Rental revenues were $5,513,000 for the fourth quarter of 1998, as compared
to  $1,556,000  for the fourth  quarter of 1997.  This increase  relates  almost
totally to acquisitions.

     Interest expense  increased by $423,000 from $610,000 in 1997 to $1,033,000
in 1998.  This  increase  was due mainly to the  increase  in the  average  debt
outstanding between periods,  from $25,000,000 for 1997 to $54,000,000 for 1998.
The  increase in debt  outstanding  is  primarily a result of  expenditures  for
acquisitions  since  December  31,  1997.  The  increases  in  depreciation  and
amortization,  operating expenses,  and property taxes were primarily the result
of acquisitions.

TWELVE MONTHS ENDED DECEMBER 31, 1998

     Net  income  was  $1,924,000  or $0.25 per share in 1998,  compared  to net
income in 1997 of ($772,000), or ($0.85) per share. Net income for 1998 includes
the effect of $2,241,000 in amortization of bridge  financing costs and $233,000
of  extraordinary  charges,  or an aggregate  $0.32 per weighted  average share.
Earnings in 1998 before  such  charges  were  $4,397,000  or $0.57 per  weighted
average  share.  Net income for 1997 includes the effect of the above  mentioned
$788,000 charge. The increase in earnings before non-recurring and extraordinary
charges is  primarily  a result of  operating  income  generated  by  properties
acquired since December 31, 1997.

     Rental  revenues  increased  187% to  $17,750,000  in 1998,  compared  with
$6,176,000 for the same period of the prior year.  This increase  relates almost
totally to acquisitions since December 31, 1997.

     Interest expense,  before amortization of bridge financing costs, increased
by $1,403,000,  from $2,436,000 in 1997 to $3,839,000 in 1998.  Weighted average
debt  outstanding  increased from  $25,000,000 for 1997 to $39,000,000 for 1998.
The  increase in weighted  average  debt  outstanding  is  primarily a result of
expenditures for  acquisitions,  including the amounts borrowed and repaid under
the bridge financing arrangement.

                                      9
<PAGE>
     The increases in  depreciation  and  amortization,  operating  expenses and
property  taxes were  primarily the result of  acquisitions  since  December 31,
1997.  Primarily in order to manage properties  acquired in 1998, the Investment
Manager had  approximately  11  employees  more on December 31, 1998 than on the
same date in 1997; since December 31, 1998 through March 3, 1999, the Investment
Manager employed four additional personnel.  All of these employees are assigned
full time to property operations  accounting,  leasing, and asset management and
their  salaries  and  related  benefit  costs  are  reimbursed  by  UIRT  to the
Investment Manager. UIRT believes that the level of staffing at March 3, 1999 is
generally  sufficient  to operate  currently  owned  properties  and  additional
properties that may be acquired during 1999.

Liquidity and Capital Resources

     UIRT  acquired  four  shopping   centers  for   approximately   $35,000,000
(including   approximately   $7,100,000   in   assumed   debt)  and   refinanced
approximately $16,000,000 in mortgage debt in February 1998 with the proceeds of
a $53,700,000 bridge financing  arrangement.  In March and April 1998, UIRT sold
8,600,000 common shares through the IPO and raised approximately $79,000,000 net
of offering costs. The proceeds were used to repay the bridge financing, acquire
partnership units from minority  interest  holders,  retire preferred shares and
convertible  debt,  and acquire five  additional  properties  for  approximately
$45,000,000 (including  approximately  $25,300,000 in assumed debt). At December
31, 1998, cash and cash equivalents of  approximately  $5,486,000 were comprised
of cash flow from operations.

     Cash flows  provided by operations for the twelve months ended December 31,
1998  were   $6,210,000   versus   $1,688,000  for  the  year  earlier   period.
Substantially  all of the year to year  difference  is the  result of  operating
income  from  properties  acquired  since  December  31,  1997 and the effect of
changes in the amounts of and interest rates on mortgage debt as a result of the
refinancing  (described below) and the assumption of debt in connection with the
acquisitions.

     The 17 properties  acquired since December 31, 1997 comprise  approximately
1,489,000  square  feet of GLA,  and were  acquired  subject  to  approximately
$57,167,000 in mortgage debt. In addition, one of the properties was acquired by
a limited  partnership in which UIRT is the sole general and a majority  limited
partner; the limited partnership issued limited partnership units to the sellers
of the property in consideration of the sellers contributing the property to the
partnership.  Such  limited  partnership  units  were  valued  at  approximately
$2,386,000, and are convertible to 238,600 Common Shares after May 15, 1999.

     In  connection  with our  intention  to  continue  to qualify as a REIT for
Federal   income  tax  purposes,   UIRT  expects  to  continue   paying  regular
distributions to shareholders.  These  distributions will be paid from operating
cash flows that are expected to increase due to property acquisitions and growth
in rental revenues in the existing portfolio and from other sources.  Since cash
used to pay distributions reduces amounts available for capital investment, UIRT
generally  intends  to  maintain  a  conservative  distributions  payout  ratio,
reserving  such  amounts  as  it  considers  necessary  for  the  expansion  and
renovation  of  shopping  centers  in our  portfolio,  debt  reduction,  and the
acquisition of interests in new properties as suitable opportunities arise.

     It is our  intention  that UIRT  continually  have  access  to the  capital
resources  necessary to expand and develop its business.  Accordingly,  UIRT may
seek to obtain funds through  additional equity offerings or debt financing in a
manner  consistent  with its  intention  to  operate  with a  conservative  debt
capitalization  policy.  We anticipate that adequate cash will be available from
operations  to fund its  operating  and  administrative  expenses,  regular debt
service  obligations  and the payment of  distributions  in accordance with REIT
requirements in both the short-term and long-term.

     UIRT executed a revolving line of credit agreement during the third quarter
of 1998. The line of credit,  which was initially  collateralized by four of our
Texas properties,  provides for borrowings of up to $30,000,000 at approximately
150 basis points over a London Interbank  Offered Rate. At December 31, 1998, we
had borrowed  approximately  $7,500,000 under the line of credit, and had issued
letters   of  credit   aggregating   approximately   $2,000,000.   Approximately
$20,000,000 was available under the line of credit at December 31, 1998.

     Pursuant to Board approval,  UIRT  repurchased  80,000 common shares during
the third and fourth quarters of 1998. The prices paid were the market prices on
the dates of purchase and averaged approximately $7.30 per share.

TWELVE MONTHS ENDED DECEMBER 31, 1997

     For the year ended December 31, 1997, net income was ($772,000) as compared
to $151,000 in 1996.  During  1997,  UIRT  awarded  the  Investment  Manager and
certain  officers and Trust Managers an aggregate of 75,000 common  shares,  for
which UIRT took a charge of $788,000.  Also, UIRT incurred $65,000 in additional
professional  costs  related to the  employment  of a contract  Chief  Financial
Officer,  and $55,000 in fees related to a canceled  bridge  financing.  Without
these  charges,  net income for the year ended December 31, 1997 would have been
$273,000 as compared to $299,000 in 1996, an 8.7% decrease.

                                       10
<PAGE>

     Total  revenues  increased  23% to  $6,176,000  for  1997  as  compared  to
$5,034,000 in 1996. Of the increase, $1,076,000 was attributable to the addition
of two shopping centers in late 1996.

     Interest  expense  increased from $2,132,000 in 1996 to $2,436,000 in 1997,
an increase of 14.2%.  Of this  amount,  $289,000  is directly  attributable  to
mortgages assumed in connection with the acquisition of the two shopping centers
in late 1996.

     Depreciation and amortization expense increased 35.4% to $1,176,000 in 1997
from $967,000 in 1996;  most of this increase is attributable to the addition of
the two shopping centers in late 1996.

     Trust  Manager  fees were $33,000 in each of 1997 and 1996.  Advisory  fees
increased from $279,000 in 1996 to $312,000 in 1997.  Advisory fees,  which were
based on a percentage  of assets of UIRT in 1997 and 1996  increased as a result
of the acquisition of the two shopping centers in late 1996.  Effective  January
1, 1998 the method of calculating  the advisory fee was changed and is currently
based on a  percentage  of funds from  operations  (as  defined in the  Advisory
Agreement).  Had this  change  been in effect in 1997 and 1996,  the  Investment
Manager would have received $223,000 and $240,000 respectively.

The Year 2000 Issue

     Many computer  systems were designed and  programmed in such a manner as to
be unable to recognize dates beyond  December 31, 1999. In such cases,  computer
applications  could  fail or create  erroneous  results  by or at the year 2000.
Management  has  completed an  evaluation  of the risks of a material  effect on
UIRT's  results  of  operations  and  financial  condition  with  respect to its
management  information  systems and the Year 2000 issue.  UIRT uses application
software,  including its accounting and property management software,  which has
been certified by vendors as being Year 2000-compliant.  Accordingly, management
does not believe that UIRT's  results of operations or financial  condition have
been or will be materially  affected by any future costs to make its  management
information  systems  Year  2000-compliant.  Additionally,  management  does not
expect to incur any  material  costs to correct Year 2000  deficiencies  in its
management information systems.

     In addition to management  information systems, the Year 2000 risks include
those related to "embedded  technology," such as  micro-controllers,  and to the
Year 2000 issues of other  parties with which UIRT has  material  relationships.
UIRT has recently completed the process of assessing these risks.

     With  respect to  embedded  technology,  the  assessment  process  included
surveying  each of the  properties to determine  which systems may be subject to
disruptions.  These systems may include climate control, lighting, security, and
telecommunications.  Management believes that substantially all such systems, if
not Year  2000-compliant,  can be controlled by manual  operation and monitoring
for the remainder of their economic lives. Accordingly, management believes UIRT
will not be forced to replace or upgrade  non-compliant  components  (if any) of
such systems and has no present plans for  replacement  or upgrade.  Should such
systems  require  manual  operation  and  monitoring,  UIRT  may  experience  an
immaterial increase in labor costs for its property management  operations until
such time as the non-compliant components are replaced in the ordinary course of
business.

     Management is not presently  aware of any Year 2000 issues related to other
parties that may adversely  affect UIRT. Based on the relatively small number of
properties  and a low level of reliance on technology  for property  operations,
revenue   collections,   and  cash   disbursements,   management  believes  that
documentation  of  transactions  that  might  otherwise  be  disrupted  will  be
available to recreate transaction records if necessary.

Funds From Operations

     UIRT  considers  funds from  operations  to be an alternate  measure of the
performance of an equity REIT since such measure does not recognize depreciation
and  amortization  of real  estate  assets  as  operating  expenses.  Management
believes  that  reductions  for these  charges are not  meaningful in evaluating
income-producing  real estate,  which  historically has not depreciated.  NAREIT
defines funds from operations as net income plus  depreciation  and amortization
of real estate assets, less gains and losses on sales of properties.  Funds from
operations does not represent cash flows from operations as defined by generally
accepted accounting principles and should not be considered as an alternative to
net income as an indicator of UIRT's operating performance or to cash flows as a
measure of liquidity.  Funds from  operations  increased to  $2,351,000  for the
fourth quarter of 1998, as compared to $163,000 for the same period of 1997. For
the twelve  months  ended  December  31,  1998,  funds from  operations  totaled
$7,374,000,  up $6,352,000 from the same period of the prior year. This increase
relates  almost  totally to the  impact of UIRT's  acquisitions  since  December
31,1997.

                                       11
<PAGE>

<TABLE> 
<CAPTION>

                          United Investors Realty Trust
                      Calculation of Funds From Operations
                      and Funds Available for Distribution

                                                      Three Months Ended                 Twelve Months Ended
                                                 31-Dec-98      31-Dec-97          31-Dec-98           31-Dec-97
                                                --------------------------------------------------------------------
Funds from operations:
<S>                                                <C>              <C>                 <C>                <C>
Net income                                     $ 1,460,871    $  (879,566)        $ 1,924,397          $  (771,716)
  Plus depreciation expense                        859,162        255,242           2,781,508            1,005,873
Plus share grant to advisor and officers              --          787,500               --                 787,500 
Plus write-off of costs associated with
  unsuccessful acquisition                            --             --               115,000                --
Plus loss on early extinguishment of debt             --             --               232,532                --
Plus write-off of unamortized bridge
  financing costs                                     --             --             2,240,652                --
Plus minority interest
   (Town 'N Country)                                30,501           --                79,781                --
                                                 ---------        -------           ---------            ---------

Funds from operations                          $ 2,350,534    $   163,176         $ 7,373,870          $ 1,021,657
                                                 =========        =======           =========            =========

Funds from operations per share and downReit
 unit                                          $      0.24    $      0.18         $     0.94           $    1.12
                                                 =========        =======           =========            =========


Funds available for distribution:
Funds from operations                          $ 2,350,534    $   163,176         $ 7,373,870          $ 1,021,657 
Plus amortization of financing costs and
 leasing costs                                      43,050         29,403             134,308               76,797             
Less tenant improvements                           (83,227)       (38,400)           (207,593)            (344,686)
Less leasing commissions                           (62,200)       (12,323)           (133,520)            (108,176)
Less capital improvements                          (44,448)       (32,997)           (111,918)             (32,997)
Less straight line rents                          (170,060)       (20,602)           (346,884)             (89,183)
Amounts received from seller
  pursuant to master lease                          43,014             --             134,929                   --
                                                 ---------       --------           ---------            ---------

Funds available for distribution               $ 2,076,663    $    88,257         $ 6,843,192          $   523,412
                                                 =========       ========           =========            =========
Funds available for distribution per share
 and downReit unit                             $      0.21    $      0.10         $      0.87          $      0.57
                                                 =========        =======           =========          ===========

Basic and diluted weighted average number of
 shares and downReit partnership units           9,711,220        912,489           7,853,174              912,489
</TABLE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We have limited  exposure to financial market risks,  including  changes in
interest  rates.  The fair value of our  investment  portfolio or related income
would not be significantly impacted by a 100 basis point increase or decrease in
interest rates due mainly to the  short-term  nature of the major portion of our
investment  portfolio.  An increase  or  decrease  in  interest  rates would not
significantly  increase or decrease  interest expense on debt obligations due to
the fixed  nature of the  majority of our debt  obligations.  We do not have any
significant  foreign  operations and thus are not materially  exposed to foreign
currency fluctuations.

<TABLE>

                                       12
<PAGE>
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial  statements of the Company and its consolidated  subsidiaries
are included in this report on the pages indicated,  and are incorporated herein
by reference:
<S>
Page    <C>
-----
F-1     (a)  Report of Independent Auditors
F-2     (b)  Consolidated Balance Sheets-December 31, 1998 and 1997
F-3     (c)  Consolidated Statements of Operations-Years ended December 31,
              1998, 1997 and 1996
F-4     (d)  Consolidated  Statements  of Redeemable  Preferred  Shares and
             Common Shareholders' Equity-Years ended December 31, 1998, 1997 and
             1996
F-5     (e)  Consolidated  Statements of Cash Flows-Years ended December 31,
             1998, 1997 and 1996
F-6     (f)  Notes to Consolidated Financial Statements

</TABLE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          None.

                                    PART III

     The  information  required under items 10, 11, 12 and 13 is incorporated by
reference  to  UIRT's  definitive  proxy  statement  to  be  filed  pursuant  to
Regulation 14A under the Exchange Act.

                                    PART IV

   ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   1. Financial Statements

         Report of Independent Auditors                                   F-1

         Consolidated Balance Sheets as of
         December 31, 1998 and 1997                                       F-2

         Consolidated  Statements of Operations for the years
         ended December 31, 1998, 1997 and 1996                           F-3

         Consolidated Statements of Redeemable Preferred  
         Shares and Common Shareholders' Equity for the 
         years ended December 31, 1998, 1997 and 1996                     F-4

         Consolidated  Statements of Cash Flows for the years
         ended December 31,1998, 1997 and 1996                            F-5

         Notes to Consolidated Financial Statements                       F-6

      2.  Financial Statement Schedule

         The following  financial  statement schedule of the Company is included
         in Item 14 (d):

         Schedule III--Real Estate and Accumulated Depreciation           F-14

         Notes to Schedule III                                            F-16

        All  other  schedules  for  which  provision  is made in the  applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related  instructions  or are  inapplicable,  and therefore  have been
omitted.

                                      13
<PAGE>
      3.  Exhibits

 Exhibit
 Number            Description

  3.1     First  Amended and Restarted  Declaration  of Trust  (Incorporated  by
          reference to Exhibit 3.1 to the  Company's  registration  statement on
          Form S-11, dated March 5, 1998 (File No. 333-29475))

   3.2    First  Amended and  Restated  Bylaws  (Incorporated  by  reference  to
          Exhibit  3.2 to the  Company's  registration  statement  on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

   4.1    Instruments  defining the rights of security holders.  The instruments
          are filed in  repose  to items 3.1 and 3.2 above and are  incorporated
          herein by reference.

   4.2    Common share certificate  (Incorporated by reference to Exhibit 3.2 to
          the Company's registration statement on Form S-11, dated March 5, 1998
          (File No. 333-29475))

**10.1    Contribution  Agreement  by  and  between  UIRT-Centennial,  L.P.,  as
          "Partnership" and Centennial Acquisition Corp., as "Contributor"

**10.2    Today Green Oaks, L.P. Agreement of Limited Partnership

**10.3    Second  Amendment  to  Acquisition  Agreement by and between Six Flags
          Joint Venture,  Today Melbourne Plaza, L.P., today Northwest Crossing,
          L.P.,  Today  Green  Oaks,  L.P.,  Today  Parkwood,  L.P.,  and  Today
          Richwood,  L.P.,  as Seller,  and  United  Investors  Realty  Trust as
          assignee of Buyer

**10.4    Lease Agreement By and Between Today  Parkwood,  L.P., as Landlord and
          United Investors Realty Trust as Tenant  pertaining to Parkwood Square
          Shopping Center Plano, Collin County, Texas dated December 31, 1998

**10.5    Lease Agreement By and Between Today  Richwood,  L.P., as Landlord and
          United  Investors  Realty  Trust  as  Tenant  Pertaining  to  Richwood
          Shopping Center  Richardson,  Dallas County,  Texas dated December 31,
          1998

**10.6    Declaration  of Trust dated  December 31, 1998 by Today Green Oaks GP,
          Inc.,  a Texas  corporation  ("Trustee")  for and on  behalf of United
          Investors Realty Trust, a Texas real estate investment trust ("Owner")

**10.7    Promissory Note between UIRT Lake St. Charles and First Union National
          Bank

**10.8    Construction Loan Agreement between First Union National Bank and UIRT

**10.9    Promissory  Note  dated  as of  October  16,  1995  executed  by Today
          Northwest  Crossing,  L.P.  in favor of First Union  National  Bank of
          North Carolina

**10.10   Promissory  Note  dated  as of  October  16,  1995  executed  by Today
          Melbourne  Plaza,  L.P. in favor of First Union National Bank of North
          Carolina

  10.11   First  Amended and  Restated  Advisory  Agreement  dated as of June 9,
          1997, by and between the Company and Investment Manager  (Incorporated
          by reference to Exhibit 10.1 to the Company's  registration  statement
          on Form S-11, dated March 5, 1998 (File No. 333-29475))

  10.12   1997 Share Incentive Plan  (Incorporated  by reference to Exhibit 10.2
          to the Company's  registration  statement on Form S-11, dated March 5,
          1998 (File No. 333-29475))

  10.13   Form  of  Indemnification  Agreement  (Incorporated  by  reference  to
          Exhibit  10.3 to the  Company's  registration  statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.14   Loan  Agreement  dated as of January  30,  1998,  by and  between  the
          Company and Nomura Asset Capital Corporation ("Nomura")  (Incorporated
          by reference to Exhibit 10.4 to the Company's  registration  statement
          on Form S-11, dated March 5, 1998 (File No. 333-29475))

  10.15   Promissory  Note dated  January 30,  1998,  executed by the Company in
          favor of Nomura  (Incorporated  by  reference  to Exhibit  10.5 to the
          Company's  registration  statement  on Form S-11,  dated March 5, 1998
          (File No. 333-29475))

  10.16   Assumption and Modification  Agreement dated November 19, 1996, by and
          among  The  Travelers   Insurance  Company,   George  I.  Brown,  Park
          Northern/Centennial  Partners, L.P. and George I. Brown, as Trustee of
          the Waipio Trust II  (Incorporated by reference to Exhibit 10.6 to the
          Company's  registration  statement  on Form S-11,  dated March 5, 1998
          (File No. 333-29475))

                                       14
<PAGE>
  10.17   Promissory Note dated as of July 31, 1995, executed by PFL-290 Limited
          Partnership in favor of RFG Financial, Inc. (Incorporated by reference
          to Exhibit 10.7 to the Company's  registration statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.18   Promissory  Note dated June 10,  1992,  executed by Hedwig II, Inc. in
          favor  of Sun Life  Insurance  Company  of  America  (Incorporated  by
          reference to Exhibit 10.8 to the Company's  registration  statement on
          Form S-11, dated March 5, 1998 (File No. 333-29475))

  10.19   Promissory  Note dated  June 10,  1992,  executed  by Hedwig III Joint
          Venture   in  favor  of  Sun  Life   Insurance   Company   of  America
          (Incorporated   by  reference   to  Exhibit  10.9  to  the   Company's
          registration statement on Form S-11, dated March 5, 1998 (File No.
          333-29475))

  10.20   Deed of Trust Note dated April 13, 1993,  executed by  UIRT/University
          Park-1,   L.P.  in  favor  of  The  Franklin  Life  Insurance  Company
          (Incorporated   by  reference  to  Exhibit   10.10  to  the  Company's
          registration statement on Form S-11, dated March 5, 1998 (File No.
          333-29475))

  10.21   Promissory Note dated June 15, 1994,  executed by UIRT-1-McMinn,  Inc.
          in  favor  of  Protective  Life  Insurance  Company  (Incorporated  by
          reference to Exhibit 10.11 to the Company's  registration statement on
          Form S-11, dated March 5, 1998 (File No. 333-29475))

  10.22   Promissory Note dated June 11, 1994,  executed by UIRT-W-McMinn,  Inc.
          in favor of Conseco Mortgage Capital, Inc.  (Incorporated by reference
          to Exhibit 10.12 to the Company's registration statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.23   Note  Secured by Deed of Trust  dated  November  9, 1990  executed  by
          George I. Brown and George I. Brown, as Trustee of the Waipio Trust II
          in favor of The Travelers Insurance Company (Incorporated by reference
          to Exhibit 10.13 to the Company's registration statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.24   Earnest  Money  Contract  dated  October  13,  1997,  by and among the
          Company, Balous Miller, John K. Miller, Douglas Miller and Louis Vance
          (Incorporated   by  reference  to  Exhibit   10.14  to  the  Company's
          registration statement on Form S-11, dated March 5, 1998 (File No.
          333-29475))

  10.25   Agreement  for the Purchase and Sale of  Commercial  Real Estate dated
          December 12, 1997, by and between the Company and the Board of Pension
          Commissioners of the City of Los Angeles (Incorporated by reference to
          Exhibit  10.15 to the Company's  registration  statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.26   Contract of Sale dated  December  5, 1997,  by and between the Company
          and Desert Pacific  Properties,  L.L.C.  (Incorporated by reference to
          Exhibit  10.16 to the Company's  registration  statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.27   Contract of Sale dated  December  5, 1997,  by and between the Company
          and Rosemeade Park Limited  Partnership  (Incorporated by reference to
          Exhibit  10.17 to the Company's  registration  statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.28   Letter  Agreement dated November 25, 1997 and October 15, 1997, by and
          among the Company,  Town `N Country Plaza of Tampa,  Limited and James
          H. Shimberg, Trustee on Behalf of Landowner (Incorporated by reference
          to Exhibit 10.18 to the Company's registration statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.29   Contract  of Sale dated  December 5, 1997,  by and  between  Market at
          First Colony Joint Venture,  Hedwig II Joint Venture,  PFL-290 Limited
          Partnership,  R & R  Limited  Partnership,  Hedwig  II,  Inc.  and the
          Company  (Incorporated  by reference to Exhibit 10.19 to the Company's
          registration statement on Form S-11, dated March 5, 1998 (File No.
          333-29475))

  10.30   Letter  Agreement dated February 17, 1998, by and between the Company,
          Town `N Country Plaza of Tampa, Limited and James H. Shimberg, Trustee
          on Behalf of Landowner  (Incorporated by reference to Exhibit 10.20 to
          the Company's registration statement on Form S-11, dated March 5, 1998
          (File No. 333-29475))

  10.31   Contract of Sale dated April 17, 1998 by and between United Investors,
          Realty Trust and  Veriguest  Colony Plaza One 1997.  (Incorporated  by
          reference to Exhibit 10.22 to the Company's  Quarterly  Report on Form
          10-Q dated May 14, 1998)

  10.32   Purchase Option dated April 17, 1998 by and between United  Investors,
          Realty Trust and Veriguest  Property  Commerce  1995-1,  a Texas joint
          venture.(Incorporated  by reference to Exhibit  10.23 to the Company's
          Quarterly Report on Form 10-Q dated May 14, 1998)

                                       15
<PAGE>
  10.33   Contract of Sale dated March 23, 1998,  by and between the Company and
          Dermot Big Curve,  LLC  (incorporated by reference to Exhibit 10.28 to
          the Company's Current Report on Form 8-K dated June 11, 1998)

  10.34   Promissory  Note  dated as of  September  20,  1996 made by Dermot Big
          Curve, LLC to Liberty Mortgage Acceptance Corporation,  as beneficiary
          in the principal  amount of $6,072,000  (incorporated  by reference to
          Exhibit 10.29 to the Company's  Current  Report on Form 8-K dated June
          11, 1998)

  10.35   Contract of Sale dated  October  15, 1997 by and between the  Company,
          Town N' Country Plaza of Tampa, Ltd. and trustee, James H. Shimberg on
          behalf of land owner  (incorporated  by reference to Exhibit  10.30 to
          Company's Quarterly Report on Form 10-Q dated August 14, 1998)

  10.36   Promissory  Note Dated  December  16, 1997  between  South Trust Bank,
          National  Association  and  Town  'N  Country  Plaza  of  Tampa,  Ltd.
          (incorporated  by  reference to Exhibit  10.31 to Company's  Quarterly
          Report on Form 10-Q dated August 14, 1998)


  10.37   Amended and Restated Partnership  Agreement dated May 15, 1998 of UIRT
          Town 'N Country,  L.P.(incorporated  by reference to Exhibit  10.32 to
          Company's Quarterly Report on Form 10-Q dated August 14, 1998)

  10.38   Contract  of Sale dated June 4, 1998,  by and  between the Company and
          Highland  Square Partners Ltd.  (incorporated  by reference to Exhibit
          10.35 to the  Company's  Current  Report on Form 8-K dated  October 7,
          1998)

  10.39   Promissory  note dated as of November 26, 1996 made by Highland Square
          Partners, Ltd. to Belgravia Capital Corporation, as beneficiary in the
          principal amount of $4,525,000.  (incorporated by reference to Exhibit
          10.36 to the  Company's  Current  Report on Form 8-K dated  October 7,
          1998)

  10.40   Promissory note dated November 26, 1997 made by Veriquest Colony Plaza
          One 1997 to Holliday  Fenoglio,  L.P., as beneficiary in the principal
          amount of  $3,200,000.(incorporated  by  reference  to Exhibit 10.9 to
          Company's Quarterly Report on Form 10-Q dated November 10, 1998)

  10.41   Revolving Credit Agreement dated August 25, 1998 made by and among the
          Company and Wells Fargo Bank,  National  Association.(incorporated  by
          reference to Exhibit 10.10 to Company's  Quarterly Report on Form 10-Q
          dated November 10, 1998)

**27.1    Financial Data Schedule

  (b) Reports on 8-K

             The  Company's  Current  Report on Form 8-K dated June 10, 1998 and
             filed on June 11, 1998 for the purpose of reporting the acquisition
             of the Big Curve Shopping Center

             The  Company's  Current  Report on Form 8-K dated June 10, 1998 and
             filed on June 25, 1998 for the purpose of reporting the appointment
             of R. Steven Hamner to the position of Chief Financial Officer.

             The  Company's  Current  Report on Form  8-K/A for the  purpose  of
             providing financial statements and pro forma financial  information
             with respect to the acquisition of the Big Curve Shopping Center.

             The  Company's  Current  Report on Form 8-K dated July 31, 1998 and
             filed  on  August  4,  1998  for  the  purpose  of  reporting   the
             acquisition of the Colony Plaza Shopping Center.

             The  Company's  Current  Report on Form  8-K/A for the  purpose  of
             providing financial statements and pro forma financial  information
             with  respect  to the  acquisition  of the  Colony  Plaza  Shopping
             Center.

             The Company's  Current Report on Form 8-K dated October 7, 1998 for
             the purpose of reporting  the  acquisition  of the Highland  Square
             Shopping Center.

             The  Company's  Current  Report on Form  8-K/A for the  purpose  of
             providing financial statements and pro forma financial  information
             with respect to the  acquisition  of the Highland  Square  Shopping
             Center.

             The Company's Current Report on Form 8-K dated January 15, 1999 for
             the purpose of reporting the acquisition of the Dallas Portfolio.

**           Filed as an exhibit hereto.

                                       16
<PAGE>
(c)     Exhibits

        The list of exhibits  filed with this report is set forth in response to
Item 14  (a)(3).  The  required  exhibits  have been filed as  indicated  in the
Exhibit  Index.  The  Company  agrees to  furnish a copy of any  long-term  debt
instrument  wherein the  securities  authorized  do not exceed 10 percent of the
registrant's  total  assets on a  consolidated  basis  upon the  request  of the
Securities and Exchange Commission.

(d)     Financial Statements and Schedules

        Schedule III -- Real Estate and Accumulated Depreciation attached hereto
is hereby incorporated by reference to this Item.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 UNITED INVESTOR REALTY TRUST
                                 (Registrant)

                                   
Date:  March 15, 1999            By /s/ Lewis H. Sandler
                                    ___________________________________________
                                    Lewis H. Sandler
                                    President and Chief Executive Officer


Date:  March 15, 1999            By /s/ R. Steven Hamner
                                    ___________________________________________
                                    R. Steven Hamner
                                    Vice President and Chief Financial Officer
                                    (Principal Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


        Name                          Capacity                        Date

   /s/ Robert W. Scharar           Trust Manager and
   __________________________      Chairman of the Board         March 15, 1999
   Robert W. Scharar


   __________________________      Trust Manager                 March 15, 1999
   Jerry M. Coleman


   __________________________      Trust Manager                 March 15, 1999
   Josef C. Hermans


   /s/ William C. Brooks           Trust Manager                 March 15, 1999
   __________________________
   William C. Brooks


   /s/ Ira T. Wender               Trust Manager                 March 15, 1999
   __________________________
   Ira T. Wender


   /s/ Lewis H. Sandler            Trust Manager                 March 15, 1999
   __________________________
   Lewis H. Sandler

                                       17
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders 
United Investors Realty Trust

     We have  audited the  accompanying  consolidated  balance  sheets of United
Investors Realty Trust and Subsidiaries  (the "Company") as of December 31, 1998
and 1997,  and the related  consolidated  statements of  operations,  redeemable
preferred shares and common shareholders' equity, and cash flows for each of the
three years in the period ended  December 31, 1998. Our audits also included the
financial  statement schedule listed in the index at Item 14(a). These financial
statements  and  financial  statement  schedule  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements and financial statement schedule based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in  all  material  respects,  the  consolidated  financial  position  of  United
Investors  Realty Trust and  Subsidiaries  as of December 31, 1998 and 1997, and
the  consolidated  results of their  operations and their cash flows for each of
the three years in the period  ended  December  31,  1998,  in  conformity  with
generally  accepted  accounting  principles.  Also, in our opinion,  the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole,  presents  fairly,  in all material  respects,  the
information set forth therein.


                                                  /s/ Ernst & Young LLP


Houston, Texas                           
February 3, 1999  

                                      F-1

<PAGE>

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                         ASSETS
                                                                               DECEMBER 31,
                                                                        --------------------------
                                                                           1998             1997             
                                                                        ----------      -----------       
<S>                                                                      <C>            <C>
Investment real estate:
  Land...........................................................      $ 44,290,975     $ 8,118,723    
  Buildings and improvements.....................................       114,716,718      31,616,008      
  Property under development.....................................         1,321,823              --
                                                                        -----------      ----------
                                                                        160,329,516      39,734,731      
  Less accumulated depreciation..................................        (7,434,343)     (4,861,957)     
                                                                        -----------      ----------
  Investment real estate, net....................................       152,895,173      34,872,774
Cash and cash equivalents........................................         5,486,095         346,149      
Accounts receivable, net of allowance of $120,333 and $41,771          
  in 1998 and 1997, respectively.................................         2,733,070         797,696      
Prepaid expenses and other assets................................         3,509,771       3,270,350     
                                                                        -----------      ----------

          Total assets...........................................      $164,624,109     $39,286,969    
                                                                        ===========      ==========    
                       LIABILITIES, MINORITY INTEREST, REDEEMABLE
                    PREFERRED SHARES AND COMMON SHAREHOLDERS' EQUITY
Liabilities:
  Mortgage notes payable.........................................      $ 55,248,437     $24,926,499   
  Capital lease obligations......................................         9,914,054              -- 
  Construction note payable......................................         1,221,393              --
  Redeemable convertible subordinated notes......................                --         212,400   
  Short-term notes and line of credit............................         7,500,000       3,225,000   
  Accounts payable -- trade......................................         1,761,208         552,996   
  Accrued property taxes.........................................         2,516,291         769,743   
  Security deposits..............................................           722,421         106,494   
  Distributions payable..........................................         2,045,702              --
                                                                        -----------      ----------  
          Total liabilities......................................        80,929,506      29,793,132   
                                                                        -----------      ----------
Minority interest in consolidated partnership....................         2,825,284       1,571,018   
                                                                        -----------      ----------

Commitments and contingencies 

Redeemable preferred shares of beneficial interest,  $100 par value, 
  50,000,000 shares authorized, 10,737 shares
  issued and outstanding at December 31, 1997....................                --       1,068,226      
                                                                        -----------      ----------
Common shareholders' equity:
  Common  shares  of  beneficial  interest,  no par  value,  
  500,000,000  shares authorized,  9,514,889  and 914,889  shares  
  issued and  9,434,889 and 914,889 outstanding at
  December 31, 1998 and 1997,respectively .......................        86,571,108       8,345,077      
  Accumulated deficit............................................        (5,701,789)     (1,490,484)      
                                                                        ------------     ----------
          Total common shareholders' equity......................        80,869,319       6,854,593      
                                                                        ------------     ----------
          Total liabilities, minority interest, redeemable
             preferred shares and common shareholders'
             equity.........................................            $164,624,109    $39,286,969   
                                                                         ===========     ==========
</TABLE>

                            See accompanying notes.

                                      F-2
<PAGE>   

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                                                         --------------------------------------
                                                            1998          1997          1996
                                                         ----------    ---------     ---------
<S>                                                      <C>           <C>           <C>
Revenues:
  Base rents........................................... $13,231,250   $4,954,820    $4,097,911    
  Percentage rents.....................................     322,633       26,400        32,822        
  Expense reimbursements...............................   3,769,885    1,167,355       835,940     
  Interest and other income............................     426,402       27,278        67,409     
                                                         ----------    ---------     ---------    
          Total revenues...............................  17,750,170    6,175,853     5,034,082    
                                                         ----------    ---------     ---------     
Expenses:
  Property operating ..................................   1,854,467      609,673       475,701    
  Property taxes.......................................   2,485,915      793,359       558,000    
  Property management fees.............................     307,783      178,030       139,780 
  General and administrative...........................   1,016,508      384,762       182 831    
  Advisory fees........................................     794,043      312,000       279,000    
  Share grant to Advisor and officers..................        --        787,500          --              
  Interest (including write-off of $2,240,652 in 
    unamortized bridge financing costs in March 1998...   6,079,889    2,435,538     2,132,390    
  Depreciation and amortization........................   2,907,855    1,309,180       967,111    
                                                         ----------   ----------     ---------    
          Total expenses...............................  15,446,460    6,810,042     4,734,813    

Income (loss) before extraordinary item, minority 
  interest and preferred share distribution requirements  2,303,710     (634,189)      299,269    

Minority interest in consolidated partnership..........    (126,111)     (40,894)      (51,941)   

Extraordinary item-prepayment penalties incurred on
  early extinguishment of debt.........................    (232,532)          --            --                     
                                                         ----------    ---------     ---------
Net income (loss)......................................   1,945,067     (675,083)      247,328    
Preferred share distribution requirements..............     (20,670)     (96,633)      (96,296)   
                                                         ----------    ---------     ---------
Net income (loss) available for common shareholders.... $ 1,924,397   $ (771,716)   $  151,032    
                                                         ==========    ==========   ==========
Net income (loss) before extraordinary item and preferred
  share distribution requirement per common share...... $      0.28   $    (0.74)   $     0.27

Extraordinary item per common share....................       (0.03)          --            --

Preferred share distribution requirement per 
  common share.........................................          --        (0.11)        (0.10)                                     
                                                         ----------    ---------     ---------       
Net income (loss) per common share 
  (basic and diluted).................................. $      0.25   $    (0.85)  $      0.17    
                                                         ==========    ==========   ========== 
Weighted average shares outstanding....................   7,702,709      912,493       909,405    
                                                         ==========    ==========   ==========    
</TABLE>

                            See accompanying notes.


                                      F-3
<PAGE>   

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED
                     SHARES AND COMMON SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                        PREFERRED SHARES OF        COMMON SHARES OF
                                        BENEFICIAL INTEREST      BENEFICIAL INTEREST
                                        -------------------      --------------------      ACCUMULATED
                                        NUMBER      AMOUNT         NUMBER      AMOUNT         DEFICIT
                                        ------    ----------       ------    ----------    -----------
<S>                                     <C>       <C>             <C>       <C>            <C>
Balance at December 31, 1995..........  10,737    1,068,226       834,397  $ 7,488,913    $  (202,835)
Issuance of common shares of
  beneficial interest.................      --           --         3,092       38,664             --
Income before preferred share 
  distribution requirements...........      --           --            --           --        247,328
Distributions.........................      --           --            --           --       (333,759)
Redeemable preferred shares of
  beneficial interest cash distributions,
  $9.00 per share.....................      --           --            --           --        (96,296)
                                        ------    ---------     ---------    ---------      ---------
Balance at December 31, 1996..........  10,737    1,068,226       837,489  $ 7,527,577    $  (385,562)
Issuance of common shares of
  beneficial interest.................      --           --        77,400      817,500             --
Loss before preferred share distribution
  requirements........................      --           --            --           --       (675,083)
Distributions.........................      --           --            --           --       (333,206)
Redeemable preferred shares of
  beneficial interest distributions,
  $9.00 per share.....................      --           --            --           --        (96,633)
                                        ------    ---------     ---------   ----------      ---------
Balance at December 31, 1997..........  10,737    1,068,226       914,889  $ 8,345,077    $(1,490,484)

Issuance of common shares of
  beneficial interest, net of offering
  costs of $7,189,750.................      --           --     8,600,000   78,810,250             --                    

Redeemable preferred shares of
   beneficial interest distributions,
   $9.00 per share....................      --           --            --           --        (20,670)

Preferred share retirement............ (10,737)  (1,068,226)           --           --             --  

Treasury share purchases..............      --           --       (80,000)    (584,219)            --              

Income before preferred share
   distribution requirements..........      --           --            --           --      1,945,067    

Distributions($0.645 per share).......      --           --            --           --     (6,135,702)   
                                        ------    ---------     ---------   ----------      ---------

Balance at December 31, 1998..........      --           --     9,434,889  $86,571,108    $(5,701,789)   
                                        ======    =========     =========   ==========      ========= 
</TABLE>



                            See accompanying notes.

                                      F-4
<PAGE>   

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                         ---------------------------------------
                                                             1998          1997          1996
                                                         -----------   -----------   -----------
<S>                                                      <C>           <C>           <C>
Cash flows from operating activities:
  Net income (loss)....................................  $1,945,067      (675,083)  $   247,328   
  Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation......................................   2,812,320     1,094,236       884,173   
     Amortization......................................     134,565        81,292        72,605
     Extraordinary item................................     232,532            --            --
     Amortization of bridge financing costs............   2,240,652            --            --
     Minority interest in net income of real estate
       ventures........................................     126,111        40,894        51,941   
     Payment of common shares for services.............          --       817,500        38,664   
     (Increase) decrease in accounts receivable........  (1,935,374)      166,083      (247,893)
     Increase (decrease) in accounts payable-trade.....   1,208,212       302,148       191,717   
     Changes in other operating assets and liabilities.    (554,193)      139,013      (247,893)   
                                                         ----------    ----------    ----------
          Net cash provided by operating activities....   6,209,892     1,688,057     1,062,002       
                                                         ----------    ----------    ----------
Cash flows from investing activities:
  Purchase of and capital improvements to investment
     real estate....................................... (59,654,366)     (406,802)   (1,374,675)     
  Escrow deposits......................................   1,503,389    (2,305,000)           --      
  Payment received on affiliate note receivable........          --            --        55,462      
                                                         ----------    ----------    ----------
          Net cash used in investing activities........ (58,150,977)   (2,711,802)   (1,319,213)     
                                                         ----------    ----------    ----------
Cash flows from financing activities:
  Proceeds from bridge financing.......................  53,689,913            --            --
  Payments on bridge financing......................... (53,689,913)           --            --   
  Preferred share retirement...........................  (1,068,226)           --            --
  Convertible note retirement..........................    (212,400)           --            --  
  Proceeds from borrowings.............................          --       135,871       740,000    
  Proceeds from short-term notes payable...............   7,550,000     2,525,000            --    
  Principal payments on mortgage notes payable......... (16,931,241)     (799,964)     (604,574)   
  Principal payments on short-term notes payable.......  (3,275,000)      (40,000)      (23,103)   
  Proceeds from construction note payable..............   1,221,393            --            -- 
  Preferred share distribution.........................     (20,670)      (96,633)      (96,296)   
  Proceeds from public offering........................  86,000,000            --            --  
  Offering costs.......................................  (7,189,750)     (419,700)           --    
  Payment of prepayment penalties......................    (232,532)           --            --    
  Payment of bridge financing costs....................  (2,240,652)           --            -- 
  Payment of distributions.............................  (4,090,000)           --            -- 
  Purchase of treasury shares..........................    (584,219)           --            -- 
  Distribution to holders of minority interests........  (1,697,883)      (53,996)      (67,320)   
  Payment of loan acquisition costs....................    (147,789)           --            --  
                                                         -----------   ----------    ----------
          Net cash provided by (used in) financing
            activities.................................  57,081,031     1,250,578       (51,293)   
                                                         ----------    ----------    ----------
Increase (decrease) in cash and cash equivalents.......   5,139,946       226,833      (308,504)      
Cash and cash equivalents at beginning of year.........     346,149       119,316       427,820       
                                                         ----------    ---------     ----------
Cash and cash equivalents at end of year............... $ 5,486,095   $   346,149   $   119,316     
                                                         ==========    ==========    ==========
</TABLE>

                            See accompanying notes.

                                      F-5
<PAGE>   

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

     United  Investors Realty Trust and  Subsidiaries  (the "Company"),  a Texas
real  estate   investment  trust  ("REIT")  is  engaged  in  the   acquisitions,
development,  and management of neighborhood  and community  shopping centers in
the  sunbelt  states.  The tenants of the  Company's  shopping  centers  include
national and regional supermarkets and drug stores and other national, regional,
and local  retailers  that provide  basic  necessity and  convenience  goods and
services to the surrounding population.

     The Company  operated  from 1989 until 1998 as a private REIT. On March 13,
1998, the Company completed an initial public offering (the "IPO") of  7,600,000
common shares of beneficial interest.  In April 1998, the Company issued another
1,000,000 common shares of beneficial  interest  pursuant to the exercise of the
underwriters'   overallotment  options.  Prior  to  the  IPO,  the  Company  had
outstanding  approximately 915,000 shares, all of which remain outstanding as of
December 31, 1998.

BASIS OF PRESENTATION

     The consolidated  financial statements include the accounts of the Company,
its subsidiaries,  and partnerships in which it owns controlling interests.  All
significant  intercompany  balances have been eliminated.  

CASH AND CASH EQUIVALENTS

     The Company  considers  all highly  liquid  investments  with a maturity of
three months or less when purchased to be cash equivalents.

INVESTMENT REAL ESTATE

     Investment real estate,  consisting of 25 shopping centers,  is recorded at
cost less  accumulated  depreciation.  The cost of real  estate  acquired by the
issuance of shares of beneficial  interest or other  securities is determined by
the estimated value of the securities  issued or the real estate  acquired.  The
allocation  of cost  between land and  building is based on the  estimated  fair
value  at  the  time  of  the  purchase.  Depreciation  is  computed  using  the
straight-line  method over the estimated  useful lives of 20 to 40 years for the
shopping centers and over the lease term for tenant improvements (generally 5 to
15 years).

     Expenditures  for repairs and  maintenance  are  charged to  operations  as
incurred. Significant betterments are capitalized.

     When  assets  are sold or  retired,  their  costs and  related  accumulated
depreciation  are removed from the accounts,  with the resulting gains or losses
reflected in operations for the period.

     Recoverability  of  investment  real  estate is  evaluated  when  events or
circumstances  indicate a possible  inability  to recover its  carrying  amount.
Recoverability  is  determined  on a  property-by-property  basis  utilizing the
undiscounted  cash flow method. If undiscounted cash flows would be insufficient
to recover the carrying amount of the real estate, the real estate is reduced to
fair value. No reductions have been recorded to date.

INTANGIBLES

     Deferred leasing costs at December 31, 1998 and 1997 were $266,507,  net of
amortization  of  $242,903,  and  $182,256,  net of  amortization  of  $182,089,
respectively.  Deferred  leasing  costs  are  amortized  over  the  life  of the
respective lease.

     Deferred  financing costs at December 31, 1998 and 1997 were $559,005,  net
of  amortization  of $263,822,  and  $44,142,  net of  amortization  of $47,970,
respectively.  Deferred  financing  costs  are  amortized  over  the life of the
respective mortgage note or line of credit.

REVENUE RECOGNITION

     Rental revenue is recognized on a straight-line basis over the terms of the
individual  leases.  Reimbursements  from  tenants  for  their  shares of taxes,
insurance and common area  maintenance  costs are estimated and accrued over the
lease year.  Percentage  rents are accrued  when the  tenants'  sales exceed the
level that requires rental payments in excess of base rents.

                                    F-6
<PAGE>

                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NET INCOME PER COMMON SHARE

     Net income per common share is calculated by dividing net income  available
for common  shareholders by the weighted  average number of shares of beneficial
interest  outstanding during the year. The assumed conversion of redeemable debt
and redeemable preferred shares would be antidilutive in all years presented.

CONCENTRATION OF RISK

     The Company's  primary business  activity is investing in  income-producing
real property.  The Company's  retail shopping center  properties are located in
Austin,  College  Station,  Dallas,  El Campo,  Houston and San Antonio,  Texas;
Lenoir City and Athens,  Tennessee;  Phoenix  and Yuma,  Arizona;  and Tampa and
Pembroke Pines, Florida.
  
     During  1997 and 1996,  the Company  earned  approximately  $1,155,000  and
$1,151,000, respectively, in rental revenue from two tenants. These two tenants'
revenues  amounted to  approximately  19% and 23% of the Company's total revenue
for the years ended December 31, 1997 and 1996.  During 1998 no tenant accounted
for more than 10% of rental revenue.

MANAGEMENT ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
dates of the  financial  statements  and the  reported  amounts of revenues  and
expenses  during the reporting  periods.  Actual results could differ from those
estimates.

RECENT ACCOUNTING PRONOUNCEMENT

     Financial Accounting Standards Board No. 131 "Disclosures about Segments of
an Enterprise and Related  Information"  requires business enterprises to report
financial and descriptive  information about its reportable  operating segments.
Generally,  information  is required to be reported on the basis that it is used
internally  for  evaluating  segment  performance  and for decisions  concerning
allocation  of  resources  to segments.  Under the terms of the  statement,  the
Company has only one reportable segment, retail real estate.


2. INVESTMENT REAL ESTATE

     Of the  Company's 25  properties,  20 are 100% owned by the Company  either
directly or through  single  purpose,  wholly-owned  subsidiaries.  Three of the
properties  (with an aggregate cost of  $17,052,678)  are owned through  limited
partnerships  in  which  the  Company  holds  at  least  96% of the  partnership
interests.  Two of the properties are owned pursuant to leasehold interests that
have  transferred  virtually  all risks and rewards of ownership to the Company.
The  Company  owns a 40%  interest  in a  limited  liability  company,  which is
consolidated for financial reporting  purposes,  that is the owner of a shopping
center under development. The Company is obligated to purchase the remaining 60%
interest upon the completion of development.

     The Company  acquired 17  properties  since  December  31, 1997  comprising
approximately  1,488,000  square  feet of GLA,  and  were  acquired  subject  to
approximately  $57,167,000 in mortgage debt. In addition,  one of the properties
was  acquired by a limited  partnership  in which UIRT is the sole general and a
majority limited partner;  the limited  partnership  issued limited  partnership
units  to  the  sellers  of  the  property  in   consideration  of  the  sellers
contributing the property to the  partnership.  Such limited  partnership  units
were valued at approximately  $2,386,000,  and are convertible to 238,600 Common
Shares after May 15, 1999.

3. DEBT

REDEEMABLE CONVERTIBLE SUBORDINATED NOTES

     At December 31, 1997,  the Company had  outstanding  $212,400 of redeemable
convertible  subordinated  notes payable bearing  interest at 9% with semiannual
interest  payments  due June 30 and  December 31 of each year.  These notes were
repaid during 1998.

                                      F-7
<PAGE>

                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SHORT-TERM NOTES PAYABLE

     During 1996, the Company issued $600,000 of unsecured  promissory  notes to
individuals. During 1997, the Company issued an additional $400,000 of unsecured
promissory  notes to  individuals.  The notes  required  quarterly  payments  of
interest only, at 10% and were repaid in March 1998 with proceeds from the IPO.

CAPITAL LEASE OBLIGATIONS

     Property  under  capital  leases,   consisting  of  two  shopping  centers,
aggregated  $13.7  million at December 31, 1998 and is included in buildings and
improvements. Depreciation of the property under capital leases is combined with
depreciation  of owned  properties  in the  accompanying  financial  statements.
Future  minimum lease  payments  under these capital leases total $16.2 million,
with annual  payments due of  approximately  $.8 million in each of 1999 through
2003,  and  $12.1  million  thereafter.  The  amount  of  these  total  payments
representing interest is $6.3 million.

MORTGAGE NOTES PAYABLE

     The  Company's  mortgage  notes  payable  consist  of  fixed-rate  debt  of
$55,248,437  and  $24,926,499 at December 31, 1998 and 1997,  respectively.  The
interest  rates  range from  7.28% to 10.75%  with  payments  of  principal  and
interest due monthly.  The notes mature at various times through 2028. The notes
are  collateralized  by first lien  mortgages  on  properties  with an aggregate
carrying value of  approximately  $84,330,320,  net of $2,528,245 of accumulated
depreciation.

     Aggregate  annual  maturities of fixed rate mortgage notes payable for each
of the five years ending December 31 and thereafter are as follows:

<TABLE>
<S>                                                <C>
1999.............................................  $ 4,423,852
2000.............................................    1,020,808
2001.............................................    1,112,045  
2002.............................................    3,320,264
2003.............................................      998,231 
Thereafter.......................................   44,373,237 
                                                   -----------
                                                   $55,248,437
                                                   ===========
</TABLE>
CONSTRUCTION NOTE PAYABLE

     The  Company  has a  construction  note  for the  purpose  of  funding  the
development of one property.  The note is in the amount of $5,620,000,  of which
$1,221,393 had been funded at December 31, 1998. Principal and accrued interest,
at a rate of  LIBOR  plus  1.75%,  will be due on June  15,  2000.  The  note is
partially  collateralized  by the $1,686,000  letter of credit  described in the
Letter of Credit section of Note 3.

REVOLVING CREDIT AGREEMENT

     Effective August 29, 1998, the Company entered into a $30,000,000 revolving
credit agreement with a bank.  Borrowings are  collateralized  by first mortgage
deeds of trust on four Texas  shopping  centers  and bear  interest at 150 basis
points over selected London  Interbank  Offered Rates.  The facility  expires on
August 30,  2000.  The  Company may elect to extend it for one  additional  year
upon  notification  to the lender and payment of an extension fee equal to 0.2%
of the  aggregate  amount  outstanding  at such date.  At December  31, 1998 the
Company  had  borrowed  $7,500,000  under  the  line  at  a  one  year  rate  of
approximately  6.7%.  In  addition,  the  Company  had issued  letters of credit
aggregating approximately $2,925,000 (see Letters of Credit below).

     Effective  August 23, 1996, the Company  entered into a $200,000  unsecured
revolving  line of credit  facility  with a bank.  Interest  of prime  (8.25% at
December  31,  1996  and 8.5% at  December  31,  1997)  plus  1/5%  was  payable
quarterly. The facility was repaid with proceeds from the IPO.

     The Company  entered  into a $100,000  unsecured  revolving  line of credit
facility with a bank in February  1996.  Interest of prime (8.5% at December 31,
1997) plus 1.5% was payable  monthly until  maturity in May 1998. As of December
31,  1997 the  Company  had drawn  $100,000  on the bank  credit  facility.  The
facility was repaid with proceeds from the IPO.

     The Company  entered  into  short-term  mortgage  loan  agreements  with an
affiliate  of the  Investment  Manager (see Note 9) in December  1997.  The loan
proceeds,  which required  interest at 12% and totaled  $1,925,000,  were repaid
with proceeds from the IPO.

                                      F-8
<PAGE>

                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

LETTERS OF CREDIT

     The Company has issued an irrevocable  letter of credit in the  approximate
amount of $1,686,000 as  collateral  for a bank loan,  the proceeds of which are
being  used by a  single  purpose  Florida  limited  liability  company  for the
development of a  grocery-anchored  neighborhood  shopping  center in the Tampa,
Florida area. At December 31,1998 the Company owned 40% of the limited liability
company  and was  obligated  to acquire the  remaining  60% upon  completion  of
construction of the shopping center and acceptance of possession of its premises
by the  anchor  tenant.  Upon  completion,  the  shopping  center  will  have an
estimated cost of approximately $5,400,000.

     The Company has issued an irrevocable  letter of credit in the  approximate
amount of $878,000 to the seller of a neighborhood  shopping  center in Houston,
Texas.  The Company  entered into a master lease  agreement in January 1999 (see
Note 9) and is obligated to acquire the shopping center for total  consideration
of approximately $2,000,000 subsequent to August 31, 1999.

     The Company has issued letters of credit aggregating $361,000 to the seller
of three  neighborhood  shopping  centers  in  Dallas,  Texas.  The  Company  is
obligated to purchase  approximately 6,016 square feet of additional retail shop
space for an  aggregate  price  equal to the sum of the letters of credit if the
seller remediates certain environmental contamination at these centers.

     For each letter of credit,  the Company pays an annual fee equal to 1.5% of
the letter of credit amount. The fee is amortized over the life of the letter of
credit.

FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying  values of cash and cash  equivalents,  receivables,  accounts
payable and  accrued  expenses  are  reasonable  estimates  of their fair values
because of the short maturities of these instruments. The mortgage notes payable
with an aggregate carrying value of $65,162,491 have an estimated aggregate fair
value of  approximately  $67,480,396  at  December  31,  1998.  Fair values were
estimated using discounted cash flow analyses, based on interest rates currently
available  to the  Company  for  issuance  of new debt  with  similar  terms and
remaining maturities (7.5% at December 31, 1998).

4. SHARES OF BENEFICIAL INTEREST:

REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST

     In 1995,  the Company  authorized  20,000,  $100 par value,  9%  redeemable
preferred shares of beneficial  interest  ("preferred  shares") and issued 5,750
preferred  shares at par value and 4,987 shares through  conversion  from the 9%
redeemable  convertible  subordinated  notes (See Note 3).  Distributions on the
preferred  shares  were  cumulative  from  date of  issuance  and  payable  on a
quarterly basis.

     The Company purchased and redeemed 100% of the preferred shares outstanding
at a  redemption  price  equal to par value plus a 3% premium in March 1998 with
proceeds from the IPO.

COMMON SHARES OF BENEFICIAL INTEREST

     In  December  1997 the Company  issued  75,000  shares to the its  external
advisor,  FCA Corporation  (the  "Investment  Manager") (see Note 9) and certain
officers as compensation for past services. The shares were valued at $10.50 for
a total of $787,500  which was charged to expense in 1997.  The shares issued to
the Investment Manager and certain officers have certain  restrictions as to the
timing of any resale,  and  accordingly,  are valued at an amount lower than the
unrestricted shares issued to the Trust Managers (see Note 9).

     The  Company  issued  2,400  shares  in each of 1997 and 1996 to the  Trust
Managers for payment of services  rendered  (See Note 9). The Company  issued an
additional 692 shares to unaffiliated  parties for payment of lease  commissions
in 1996.

     UIRT  acquired  four  shopping   centers  for   approximately   $35,000,000
(including   approximately   $7,100,000   in   assumed   debt)  and   refinanced
approximately $16,000,000 in mortgage debt in February 1998 with the proceeds of
a $53,700,000 bridge financing  arrangement.  In March and April 1998, UIRT sold
8,600,000 common shares through the IPO and raised approximately $79,000,000 net
of offering costs. The proceeds were used to repay the bridge financing, acquire
partnership units from minority  interest  holders,  retire preferred shares and
convertible  debt,  and acquire five  additional  properties  for  approximately
$45,000,000 (including approximately $25,300,000 in assumed debt).

                                      F-9
<PAGE>

                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. EARNINGS PER SHARE DATA
<TABLE>
     Basic earnings per share is computed based upon the weighted average number
of common shares outstanding  during the period presented.  Diluted earnings per
share is computed  based upon the weighted  average  number of common shares and
dilutive common share equivalents outstanding during the periods presented.  The
number of diluted  shares  related to  outstanding  share options is computed by
application  of the Treasury  share method.  The following  table sets forth the
computation of basic and diluted earnings per share:

<CAPTION>
                                            Year ended December 31,
Weighted Average Shares                1998          1997           1996
                                     --------      --------       --------
<C>                                     <C>         <C>             <C>                  
<S>
Basic EPS                           7,702,709       912,493        909,405
Effect of dilutive securities:
   Employee share options                  --            --             --
                                    ---------       -------        -------

Diluted EPS                         7,702,709       912,493        909,405
                                    =========       =======        =======

Distributions per share declared   $    0.645      $  0.398       $   0.40
                                    =========       =======        =======


The computations above do not assume the conversion of the Company's  redeemable
debt  and  redeemable   preferred  shares  in  1997  as  they  would  have  been
antidilutive to earnings per share. </TABLE>

     Weighted average shares  outstanding  includes 75,000 shares granted to the
Investment  Manager and certain  officers on December 30, 1997 as if such shares
had been outstanding for the entirety of each year.

6. INVESTMENT IN REAL ESTATE VENTURE

     In December 1995 the Company formed a new real estate investment trust, Ivy
Realty Trust ("Ivy").  On January 1, 1996 the Company transferred its investment
in One West Hills office building, the related mortgage note payable of $660,426
and net  liabilities  to Ivy in exchange for 834,397 shares valued at one dollar
per share of Ivy stock (based on the carryover  basis of the assets  contributed
by the Company) and a $55,462  promissory  note. On January 15, 1996 the Company
distributed  to its  shareholders  500,638  shares  of  Ivy  as a  distribution.
One-third  of the  distribution  was  treated  as a 1995  distribution  with the
remainder  treated  as a 1996  distribution.  On August  1,  1997,  the  Company
distributed  to  its  shareholders  the  remaining  333,644  shares  of Ivy as a
distribution. The distribution was treated as a 1997 distribution.

7. FEDERAL INCOME TAXES

     The Company  operates  in such a manner so as to qualify as a "real  estate
investment trust" under Sections 856 through 860 of the Internal Revenue Code of
1986, as amended, and the Treasury  Regulations  promulgated  thereunder.  Under
those  Sections,  the  Company  will not be taxed on that  portion of its income
distributed  to  shareholders  so long as at least 95 percent  of the  Company's
otherwise  taxable  income is distributed  to  shareholders  each year and other
requirements  of a qualified real estate  investment  trust are met.  Management
believes  the  Company  has   satisfied  the  income   distribution   and  other
requirements  through the year ended  December  31, 1998 and  believes all other
requirements of a qualified real estate investment trust have been met.

     The Company has approximately  $545,000 of net operating losses that may be
carried  forward to offset future taxable  income.  However,  in 1998,  sales of
shares of  beneficial  interest  resulted in a change of  ownership  for federal
income tax  purposes.  As a result of the  ownership  change,  the amount of net
operating losses generated prior to the ownership  change,  which may be used to
offset federal taxable income, is subject to an annual limitation imposed by the
Internal Revenue Code. These net operating losses expire from 2009 through 2016.

     The tax status of  per-share  distributions  relating  to common  shares of
beneficial interest declared attributable to the years presented is as follows:

<TABLE>
<CAPTION>
                                                    1998       1997       1996
                                                   ------     ------     ------
<S>                                                 <C>        <C>        <C>
Ordinary income..................................  $0.19      $   0      $0.40
                                                   =====      =====      =====
Return of capital................................  $0.24      $0.40      $   0
                                                   =====      =====      =====
</TABLE>

                                     F-10
<PAGE>

                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. COMMITMENTS

TENANT LEASES

     The  Company is the  lessor of  commercial  retail  space  generally  under
operating leases which provide for minimum base rentals plus contingent  rentals
based upon a  percentage  of gross  receipts.  Most leases also provide that the
tenant  must pay as  additional  rent a pro rata share of real  property  taxes,
insurance and common area maintenance.

     The future  minimum  base rents for the  operating  leases in  existence at
December 31, 1998, are as follows:

<TABLE>
<S>                                               <C>
1999............................................  $17,289,114 
2000............................................   14,686,551 
2001............................................   12,194,798 
2002............................................    9,653,003
2003............................................    6,768,008
Thereafter......................................   25,653,310
                                                  -----------
                                                  $86,244,784
                                                  ===========
</TABLE>

GROUND LEASE

     The Company has a 40-year  ground lease for Park Northern  Shopping  Center
with an unrelated third party. Rent of $8,333 plus 5% of total gross revenues is
payable  monthly through the year 2035. The Company has an option to extend this
lease for four  consecutive  periods of ten years  each.  Future  minimum  lease
payments are as follows:

<TABLE>
<CAPTION>
                      YEARS                           AMOUNT
                      -----                         ----------
<S>                                                 <C>
1998..............................................  $  100,000
1999..............................................     100,000
2000..............................................     100,000
2001..............................................     100,000
2002 through 2035.................................   3,300,000
                                                    ----------
                                                    $3,700,000
                                                    ==========
</TABLE>

     Ground rental expense included in the statement of operations was $134,329,
$133,652, $8,333 in 1998, 1997 and 1996, respectively.

PURCHASE COMMITMENTS

     At December 31, 1998 the Company has entered into agreements with unrelated
parties to acquire two neighborhood shopping centers and complete development of
a third neighborhood  shopping center. In connection with these agreements,  the
Company has issued two irrevocable  letters of credit aggregating  approximately
$2,600,000 (see Note 3).

9. ADVISORY AGREEMENT AND RELATED PARTY TRANSACTIONS

     The Company is advised by the Investment Manager, FCA Corp. The Chairman of
the  Board of  Trust  Managers  is also  the  principal  shareholder  and  Chief
Executive Officer of FCA Corp. Advisory fee expenses were $794,043, $312,000 and
$279,000 for 1998, 1997 and 1996,  respectively.  In addition,  the Company paid
the Investment  Manager  approximately  $279,185 in 1998 as  reimbursements  for
salaries of certain employees and certain other operating expenses.

     Through  December  31, 1997  advisory  fees were  calculated  at .8%, on an
annual basis, of the gross Company assets, as defined, at year-end, increased by
noncash  reserves.  Effective  January 1, 1998, the Company amended the advisory
agreement to provide  that the  advisory fee be based on 6.8% of adjusted  funds
from  operations  as  defined  (generally,   earnings  before  interest,  taxes,
depreciation and  amortization and gains or losses from sales of property).  Had
the  advisory fee been  calculated  pursuant to the amended  agreement,  the fee
would have approximated $223,000 and $240,000 in 1997 and 1996, respectively.

     Total fees paid to independent trust managers were  approximately  $44,433,
$33,000 and $33,000 in 1998, 1997 and 1996, respectively.  During 1996 and 1997,
$30,000 of the fees paid to trust  managers were satisfied by issuing a total of
2,400 shares of beneficial  interest  (based on an estimated value of $12.50 per
share).

                                     F-11
<PAGE>

                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. SUPPLEMENTAL CASH FLOW INFORMATION

     The following supplemental  information is related to the statement of cash
flows:

<TABLE>
<CAPTION>
                                                             1998          1997          1996
                                                          ----------    ----------    ----------
<S>                                                       <C>           <C>           <C>
Acquisition of land for mortgage note payable...........  $        --   $       --    $  206,250    
Assumption of mortgage notes payable for acquisition of
  investment real estate................................   57,167,233           --     4,400,000
Minority interest granted in exchange for investment
  real estate contributed...............................    2,794,440           --       630,000
Net liabilities assumed in acquisition of investment
  real estate...........................................    1,372,396           --       129,983
Exchange of investment real estate for 834,397 shares of
  Ivy Realty  Trust,  an  affiliated  trust,  transfer 
  of mortgage note payable, issuance of mortgage note
  receivable and transfer of net liabilities............           --           --     1,640,465
Payment of distribution with shares of affiliated trust.           --      333,206       500,639
Cash paid for interest, net of $23,000 of capitalized
  interest in 1998 and including $2,240,652 in bridge
  financing costs written off in 1998...................    6,079,889    2,433,278     2,112,038   
Distribution declared but not paid......................    2,045,702           --            -- 
</TABLE>

11. ENVIRONMENTAL ISSUES

     Certain tenants in the Company's properties conduct activities that require
the sale or use of hazardous  substances,  including  petroleum products and dry
cleaning  chemicals.  Should such tenants misuse or  inappropriately  dispose of
such  substances,  the  Company  may  become  liable for a portion or all of the
remediation  costs.  The Company  attempts to mitigate this risk by limiting the
number of tenants  that  conduct  such  operations,  requiring  such  tenants to
maintain  environmental  risk  insurance,  and monitoring the operations of such
tenants.

     At December  31, 1998 the  Company  was aware that a dry  cleaning  company
tenant in one of the Company's shopping centers had allowed hazardous substances
to contaminate a portion of the Company's property. The tenant is in the process
of obtaining engineering studies which will estimate the cost of remediation and
has  acknowledged  its obligation to fund such costs.  Management of the Company
believes there will be no material adverse effect on the Company's operations as
a result.

     As part of the  Company's  due diligence  investigation  of three  shopping
centers acquired in December 1998, the Company discovered that a portion of each
such  shopping  center was  contaminated  with  varying  levels of dry  cleaning
substances.  As a result of the Company's  discovery,  the Company acquired only
the portions of the properties that, based on environmental engineering reports,
were not  contaminated.  The  sellers of such  properties  have placed in escrow
amounts  sufficient,   based  on  the  engineering  reports,  to  remediate  the
contamination.  Upon completion by the seller of such remediation,  as evidenced
by written  confirmation  of state  environmental  authorities,  the  Company is
obligated  to purchase  the  remaining  portions of the  shopping  centers.  The
Company has escrowed  letters of credit totaling  $361,000 as the purchase price
for these additional retail areas.

12. YEAR 2000 ISSUE

     Many computer  systems were designed and  programmed in such a manner as to
be unable to recognize dates beyond  December 31, 1999. In such cases,  computer
applications  could fail or create erroneous results by or at the year 2000 (the
"Year 2000  Issue").  Management  has  completed an evaluation of the risks of a
material effect on the Company's  results of operations and financial  condition
with respect to its management  information systems and the Year 2000 Issue. The
Company  uses  application  software,  including  its  accounting  and  property
management  software,  which  has  been  certified  by  vendors  as  being  Year
2000-compliant.  Accordingly,  management  does not believe  that the  Company's
results of  operations  or financial  condition  have been or will be materially
affected by any future  costs to make its  management  information  systems Year
2000-compliant.  Additionally, management does not expect to incur any material
costs to correct Year 2000 deficiencies in its management information systems.

                                     F-12
<PAGE>

                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

      In addition to management  information  systems,  the Company's  Year 2000
risks include those related to "embedded technology," such as micro-controllers,
and to the Year 2000 Issues of other parties with which the Company has material
relationships. The Company has recently completed the process of assessing these
risks.

     With  respect to  embedded  technology,  the  assessment  process  included
surveying  each of the Company's  properties  to determine  which systems may be
subject to  disruptions.  These systems may include climate  control,  lighting,
security,  and  telecommunications.  Management  believes that substantially all
such systems, if not Year 2000-compliant,  can be controlled by manual operation
and  monitoring  for  the  remainder  of  their  economic  lives.   Accordingly,
management  believes  the  Company  will not be forced  to  replace  or  upgrade
non-compliant  components  (if any) of such systems and has no present plans for
replacement  or upgrade.  Should  such  systems  require  manual  operation  and
monitoring, the Company may experience an immaterial increase in labor costs for
its  property  management  operations  until  such  time  as  the  non-compliant
components are replaced in the ordinary course of business.

     Management is not presently  aware of any Year 2000 Issues related to other
parties that may adversely  affect the Company.  Based on the  relatively  small
number of  properties  and a low level of reliance on  technology  for  property
operations,  revenue  collections,  and cash disbursements,  management believes
that  documentation  of  transactions  that might otherwise be disrupted will be
available to recreate transaction records if necessary.

13. STOCK OPTION PLAN

     In connection with the IPO, the Company has granted options (the "Options")
to purchase  approximately  330,000 common shares to the Investment Manager, the
Trust  Managers,  and certain  employees of the Investment  Manager  (primarily,
officers of the Company).  These options are exercisable at $10.00 per share and
will vest evenly over a four year period commencing January 1, 1999. The Company
will provide financing to the optionee for 100 percent of the purchase price; up
to 80% of such purchase  price may be forgiven over four years at the discretion
of the Board of Trust Managers.

     On January 1, 1999 optionees exercised  approximately  82,000 options.  The
Board of Trust Managers elected to forgive, over four years beginning January 1,
2000,  80 percent of the loan  granted by the Company  for the  purchase of such
shares,  conditioned upon the optionee's  continued employment by the Investment
Manager or the Company.

14. SUBSEQUENT EVENTS

     On January 11, 1999, the Company  entered into a master lease agreement for
the Albertson's  Bissonnett Shopping Center, an approximately 78,500 square foot
neighborhood  shopping  center in Houston of which  Albertson's  owns its 63,000
square foot anchor space.

15. PROFORMA FINANCIAL INFORMATION (UNAUDITED)

     The  following  unaudited  pro forma  condensed  consolidated  statement of
operations is presented as if each of the 1998 property  acquisitions  described
in Note 2, the related financing  activities described in Note 3 and the effects
of the IPO and other equity transactions described in Note 4 had all occurred as
of January 1, 1998.
<TABLE> 
<CAPTION> 
Table 6
                                               12/31/98
                                               --------
<S>                                             <C> 
Revenue                                       $24,972,521
                                              ===========
Income before extraordinary item              $ 3,137,239
                                              ===========
Net income                                    $ 3,137,239
                                              ===========
Basic and diluted net income per common 
 share                                        $      0.33
                                              ===========

</TABLE>



                                      F-13
<PAGE>
<TABLE>

                                               UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
                                           SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                           As of December 31, 1998

                                                                                                          
<CAPTION>                                                                                                        


                  Description                                               Initial cost                    Cost 
-------------------------------------------------                  --------------------------------     Capitalized
                                                                                                       Subsequent to 
                                                                                     Buildings and      Acquisition-
          Property                 Location       Encumbrances         Land          Improvements       Improvements
          --------                 --------       ------------         ----          -------------     -------------
<S>       <C>                      <C>            <C>                  <C>           <C>                 <C>
Shopping centers:
   Arlington                   Arlington, TX       $ 3,349,960       $ 1,506,595      $  3,474,887       $        --
   Autobahn                    San Antonio, TX              --(1)        515,205         1,726,150            26,634
   Bandera                     San Antonio, TX              --(1)      2,350,000         8,759,593           435,713
   Benchmark                   Houston, TX           3,644,012         1,680,174         3,920,406             9,017
   Big Curve                   Yuma, AZ              5,915,332         2,657,118         6,249,350            28,967
   Centennial                  Austin, TX                   --         1,400,000         3,527,909           595,883
   Colony Plaza                Sugar Land, TX        3,175,184         1,258,510         2,936,522            34,080
   El Campo                    El Campo, TX                 --           360,000         1,640,350            51,499
   Garland                     Garland, TX           1,842,478           851,265         1,980,784                --
   Hedwig                      Houston, TX           3,542,926         1,710,334         4,940,936             8,000
   Highland Square             Sugar Land, TX        4,412,206         2,305,673         5,379,903            14,588
   Hurst                       Hurst, TX             1,936,277         1,020,768         2,366,794                --
   Market at First Colony      Houston, TX                  --(1)      4,620,502         8,260,308             9,475
   Mason Park                  Houston, TX                  --(1)      4,560,164        10,640,382            72,508
   McMinn                      Athens, TN              912,375           513,912         2,170,052            83,705
   Park Northern               Phoenix, AZ           2,676,495                --         4,410,691           127,991
   Plano                       Plano, TX             6,543,276         2,658,183         6,191,076                --
   Richardson                  Richardson, TX        3,370,778         1,475,441         3,353,961                --
   Rosemeade                   Carrollton, TX        3,453,615         1,379,880         3,047,363            13,289
   Southwest Walgreens         Phoenix, AZ                  --         1,425,812         3,327,240             7,329
   Town `N Country             Tampa, FL             2,454,791         1,511,833         3,527,611            14,948
   Twin Lakes                  Lenoir City, TN              --           860,706         2,969,230            51,306
   University Mall             Pembroke Pines,      13,225,513         5,550,000        13,141,475            14,340
                               FL
   University Park             College Station,      4,707,273         1,842,331         4,955,490           218,983
                               TX
Property under development:
   Lake St. Charles            Tampa,                1,221,393         1,005,537            316,286               --
                               FL

Undeveloped land:
   University Park             College Station,             --           276,569                --                --
                               TX
                                                   -----------       -----------       -----------        ----------

      Totals                                      $ 66,383,884      $ 45,296,512      $113,214,749       $ 1,818,255
                                                   ===========       ===========       ===========        ==========

<CAPTION>
                                 Gross Amounts at Which
                               Carried at Close of Period
                             -------------------------------
        DESCRIPTION
-------------------------- 

                                               Building and                       Accumulated    Date of      Date
         Property                Land          Improvements        Total          Depreciation Construction Acquired
         --------                ----          ------------        -----          ------------ ------------ --------
<S>      <C>                     <C>           <C>                 <C>            <C>           <C>          <C>                   
Shopping centers:
   Arlington                 $  1,506,595      $  3,474,887     $  4,981,482      $        --     1982        1998
   Autobahn                       515,205         1,752,784        2,267,989          488,136     1984        1990
   Bandera                      2,350,000         9,195,306       11,545,306        1,712,366     1989        1992
   Benchmark                    1,680,174         3,929,423        5,609,597          104,588     1986        1998
   Big Curve                    2,657,118         6,278,317        8,935,435          123,332  1969/1983/     1998
                                                                                                1990/1996
   Centennial                   1,400,000         4,123,792        5,523,792        1,094,204     1970        1991
   Colony Plaza                 1,258,510         2,970,602        4,229,112           45,795     1997        1998
   El Campo                       360,000         1,691,849        2,051,849          158,751     1985        1996
   Garland                        851,265         1,980,784        2,832,049               --     1984        1998
   Hedwig                       1,710,334         4,948,936        6,659,270          144,656     1974        1998
   Highland Square              2,305,673         5,394,491        7,700,164           71,828                 1998
   Hurst                        1,020,768         2,366,794        3,387,562               --     1982        1998
   Market at First Colony       4,620,502         8,269,783       12,890,285          251,576     1988        1998
   Mason Park                   4,560,164        10,712,890       15,273,054          326,200     1985        1998
   McMinn                         513,912         2,253,757        2,767,669          526,906     1982        1994
   Park Northern                       --         4,538,682        4,538,682          331,258     1982        1996
   Plano                        2,658,183         6,191,076        8,849,259               --     1985        1998
   Richardson                   1,475,441         3,353,961        4,829,402               --     1984        1998


                                      F-14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 Gross Amounts at Which
                               Carried at Close of Period
                             -------------------------------
        DESCRIPTION
-------------------------- 
                                               Building and                       Accumulated    Date of      Date
         Property                Land          Improvements        Total          Depreciation Construction Acquired
         --------                ----          ------------        -----          ------------ ------------ --------
<S>      <C>                     <C>           <C>                 <C>            <C>           <C>          <C>                   
   Rosemeade                    1,379,880         3,060,652        4,440,532           63,077     1986        1998
   Southwest Walgreens          1,425,812         3,334,569        4,760,381          101,336     1975        1998
   Town `N Country              1,511,833         3,542,559        5,054,392           74,381     1970        1998
   Twin Lakes                     860,706         3,020,536        3,881,242          773,529     1986        1989
   University Mall              5,550,000        13,155,815       18,705,815          334,665     1973        1998
   University Park              1,842,331         5,174,473        7,016,804          707,759     1991        1993

Property under development:
   Lake St. Charles             1,321,823                --        1,321,823               --

Undeveloped land:
   University Park                276,569                --          276,569               --
                              -----------       -----------      -----------       ----------

      Totals                 $ 45,612,798      $114,716,718     $160,329,516      $ 7,434,343

                              ===========       ===========      ===========       ==========

</TABLE>

(1) These properties are collateral for the line of credit, as described in Note
    3.















                                      F-15
<PAGE>   

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
                             NOTES TO SCHEDULE III

(a) Initial cost for acquired property is cost at acquisition.

(b) The aggregate  gross cost of land,  buildings and  improvements  for federal
    income tax and book purposes is substantially the same.

(c)

                         RECONCILIATION OF REAL ESTATE

<TABLE>
<CAPTION>
                                         1998           1997           1996
                                      -----------    -----------    -----------
<S>                                   <C>            <C>            <C>
Balance at beginning of year........ $ 39,734,731    $39,327,929    $34,166,161
Additions -- acquisitions...........  120,501,767         37,520      6,687,611
Additions -- tenant improvements....      207,593        319,226        117,964
Additions -- capital expenditures...      111,918         50,056         66,160
Deductions..........................     (226,493)            --     (1,709,967)
                                      -----------    -----------    -----------
  Balance at end of year............ $160,329,516    $39,734,731    $39,327,929
                                      ===========    ===========    ===========
</TABLE>

                   RECONCILIATION OF ACCUMULATED DEPRECIATION

<TABLE>
<CAPTION>
                                            1998          1997          1996
                                         ----------    ----------    ----------
<S>                                      <C>           <C>           <C>
Balance at beginning of year...........  $4,861,957    $3,767,721    $2,988,031
Depreciation expense...................   2,798,879     1,094,236       886,173
Deductions.............................    (226,493)           --      (106,483)
                                         ----------    ----------    ----------
  Balance at end of year...............  $7,434,343    $4,861,957    $3,767,721
                                         ==========    ==========    ==========
</TABLE>

(d)  See  description  of mortgage  notes payable in Note 3 to the  consolidated
     financial statements.

(e) Depreciation is computed based upon the following estimated lives:

<TABLE>
<S>                                                           <C>
Buildings...................................................  20-40 years
Improvements................................................   5-15 years
</TABLE>


                                      F-16
<PAGE>

ITEM 14.  EXHIBITS

   3.1    First  Amended and Restarted  Declaration  of Trust  (Incorporated  by
          reference to Exhibit 3.1 to the  Company's  registration  statement on
          Form S-11, dated March 5, 1998 (File No. 333-29475))

   3.2    First  Amended and  Restated  Bylaws  (Incorporated  by  reference  to
          Exhibit  3.2 to the  Company's  registration  statement  on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

   4.1    Instruments  defining the rights of security holders.  The instruments
          are filed in  repose  to items 3.1 and 3.2 above and are  incorporated
          herein by reference.

   4.2    Common share  certificate(Incorporated  by reference to Exhibit 3.2 to
          the Company's registration statement on Form S-11, dated March 5, 1998
          (File No. 333-29475))

**10.1    Contribution  Agreement  by  and  between  UIRT-Centennial,  L.P.,  as
          "Partnership" and Centennial Acquisition Corp., as "Contributor"

**10.2    Today Green Oaks, L.P. Agreement of Limited Partnership

**10.3    Second  Amendment  to  Acquisition  Agreement by and between Six Flags
          Joint Venture,  Today Melbourne Plaza, L.P., today Northwest Crossing,
          L.P.,  Today  Green  Oaks,  L.P.,  Today  Parkwood,  L.P.,  and  Today
          Richwood,  L.P.,  as Seller,  and  United  Investors  Realty  Trust as
          assignee of Buyer

**10.4    Lease Agreement By and Between Today  Parkwood,  L.P., as Landlord and
          United Investors Realty Trust as Tenant  pertaining to Parkwood Square
          Shopping Center Plano, Collin County, Texas dated December 31, 1998

**10.5    Lease Agreement By and Between Today  Richwood,  L.P., as Landlord and
          United  Investors  Realty  Trust  as  Tenant  Pertaining  to  Richwood
          Shopping Center  Richardson,  Dallas County,  Texas dated December 31,
          1998

**10.6    Declaration  of Trust dated  December 31, 1998 by Today Green Oaks GP,
          Inc.,  a Texas  corporation  ("Trustee")  for and on  behalf of United
          Investors Realty Trust, a Texas real estate investment trust ("Owner")

**10.7    Promissory Note between UIRT Lake St. Charles and First Union National
          Bank

**10.8    Construction Loan Agreement between First Union National Bank and UIRT

**10.9    Promissory  Note  dated  as of  October  16,  1995  executed  by Today
          Northwest  Crossing,  L.P.  in favor of First Union  National  Bank of
          North Carolina

**10.10   Promissory  Note  dated  as of  October  16,  1995  executed  by Today
          Melbourne  Plaza,  L.P. in favor of First Union National Bank of North
          Carolina

  10.11   First  Amended and  Restated  Advisory  Agreement  dated as of June 9,
          1997, by and between the Company and Investment Manager  (Incorporated
          by reference to Exhibit 10.1 to the Company's  registration  statement
          on Form S-11, dated March 5, 1998 (File No. 333-29475))

  10.12   1997 Share Incentive Plan  (Incorporated  by reference to Exhibit 10.2
          to the Company's  registration  statement on Form S-11, dated March 5,
          1998 (File No. 333-29475))

  10.13   Form  of  Indemnification  Agreement  (Incorporated  by  reference  to
          Exhibit  10.3 to the  Company's  registration  statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.14   Loan  Agreement  dated as of January  30,  1998,  by and  between  the
          Company and Nomura Asset Capital Corporation ("Nomura")  (Incorporated
          by reference to Exhibit 10.4 to the Company's  registration  statement
          on Form S-11, dated March 5, 1998 (File No. 333-29475))

  10.15   Promissory  Note dated  January 30,  1998,  executed by the Company in
          favor of Nomura  (Incorporated  by  reference  to Exhibit  10.5 to the
          Company's  registration  statement  on Form S-11,  dated March 5, 1998
          (File No. 333-29475))

  10.16   Assumption and Modification  Agreement dated November 19, 1996, by and
          among  The  Travelers   Insurance  Company,   George  I.  Brown,  Park
          Northern/Centennial  Partners, L.P. and George I. Brown, as Trustee of
          the Waipio Trust II  (Incorporated by reference to Exhibit 10.6 to the
          Company's  registration  statement  on Form S-11,  dated March 5, 1998
          (File No. 333-29475))

  10.17   Promissory Note dated as of July 31, 1995, executed by PFL-290 Limited
          Partnership in favor of RFG Financial, Inc. (Incorporated by reference
          to Exhibit 10.7 to the Company's  registration statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.18   Promissory  Note dated June 10,  1992,  executed by Hedwig II, Inc. in
          favor  of Sun Life  Insurance  Company  of  America  (Incorporated  by
          reference to Exhibit 10.8 to the Company's  registration  statement on
          Form S-11, dated March 5, 1998 (File No. 333-29475))

  10.19   Promissory  Note dated  June 10,  1992,  executed  by Hedwig III Joint
          Venture   in  favor  of  Sun  Life   Insurance   Company   of  America
          (Incorporated   by  reference   to  Exhibit  10.9  to  the   Company's
          registration statement on Form S-11, dated March 5, 1998 (File No.
          333-29475))

  10.20   Deed of Trust Note dated April 13, 1993,  executed by  UIRT/University
          Park-1,   L.P.  in  favor  of  The  Franklin  Life  Insurance  Company
          (Incorporated   by  reference  to  Exhibit   10.10  to  the  Company's
          registration statement on Form S-11, dated March 5, 1998 (File No.
          333-29475))

  10.21   Promissory Note dated June 15, 1994,  executed by UIRT-1-McMinn,  Inc.
          in  favor  of  Protective  Life  Insurance  Company  (Incorporated  by
          reference to Exhibit 10.11 to the Company's  registration statement on
          Form S-11, dated March 5, 1998 (File No. 333-29475))

  10.22   Promissory Note dated June 11, 1994,  executed by UIRT-W-McMinn,  Inc.
          in favor of Conseco Mortgage Capital, Inc.  (Incorporated by reference
          to Exhibit 10.12 to the Company's registration statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.23   Note  Secured by Deed of Trust  dated  November  9, 1990  executed  by
          George I. Brown and George I. Brown, as Trustee of the Waipio Trust II
          in favor of The Travelers Insurance Company (Incorporated by reference
          to Exhibit 10.13 to the Company's registration statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.24   Earnest  Money  Contract  dated  October  13,  1997,  by and among the
          Company, Balous Miller, John K. Miller, Douglas Miller and Louis Vance
          (Incorporated   by  reference  to  Exhibit   10.14  to  the  Company's
          registration statement on Form S-11, dated March 5, 1998 (File No.
          333-29475))

  10.25   Agreement  for the Purchase and Sale of  Commercial  Real Estate dated
          December 12, 1997, by and between the Company and the Board of Pension
          Commissioners of the City of Los Angeles (Incorporated by reference to
          Exhibit  10.15 to the Company's  registration  statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.26   Contract of Sale dated  December  5, 1997,  by and between the Company
          and Desert Pacific  Properties,  L.L.C.  (Incorporated by reference to
          Exhibit  10.16 to the Company's  registration  statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.27   Contract of Sale dated  December  5, 1997,  by and between the Company
          and Rosemeade Park Limited  Partnership  (Incorporated by reference to
          Exhibit  10.17 to the Company's  registration  statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.28   Letter  Agreement dated November 25, 1997 and October 15, 1997, by and
          among the Company,  Town `N Country Plaza of Tampa,  Limited and James
          H. Shimberg, Trustee on Behalf of Landowner (Incorporated by reference
          to Exhibit 10.18 to the Company's registration statement on Form S-11,
          dated March 5, 1998 (File No. 333-29475))

  10.29   Contract  of Sale dated  December 5, 1997,  by and  between  Market at
          First Colony Joint Venture,  Hedwig II Joint Venture,  PFL-290 Limited
          Partnership,  R & R  Limited  Partnership,  Hedwig  II,  Inc.  and the
          Company  (Incorporated  by reference to Exhibit 10.19 to the Company's
          registration statement on Form S-11, dated March 5, 1998 (File No.
          333-29475))

  10.30   Letter  Agreement dated February 17, 1998, by and between the Company,
          Town `N Country Plaza of Tampa, Limited and James H. Shimberg, Trustee
          on Behalf of Landowner  (Incorporated by reference to Exhibit 10.20 to
          the Company's registration statement on Form S-11, dated March 5, 1998
          (File No. 333-29475))

  10.31   Contract of Sale dated April 17, 1998 by and between United Investors,
          Realty Trust and  Veriguest  Colony Plaza One 1997.  (Incorporated  by
          reference to Exhibit 10.22 to the Company's  Quarterly  Report on Form
          10-Q dated May 14, 1998)

  10.32   Purchase Option dated April 17, 1998 by and between United  Investors,
          Realty Trust and Veriguest  Property  Commerce  1995-1,  a Texas joint
          venture.(Incorporated  by reference to Exhibit  10.23 to the Company's
          Quarterly Report on Form 10-Q dated May 14, 1998)

  10.33   Contract of Sale dated March 23, 1998,  by and between the Company and
          Dermot Big Curve,  LLC  (incorporated by reference to Exhibit 10.28 to
          the Company's Current Report on Form 8-K dated June 11, 1998)

  10.34   Promissory  Note  dated as of  September  20,  1996 made by Dermot Big
          Curve, LLC to Liberty Mortgage Acceptance Corporation,  as beneficiary
          in the principal  amount of $6,072,000  (incorporated  by reference to
          Exhibit 10.29 to the Company's  Current  Report on Form 8-K dated June
          11, 1998)

  10.35   Contract of Sale dated  October  15, 1997 by and between the  Company,
          Town N' Country Plaza of Tampa, Ltd. and trustee, James H. Shimberg on
          behalf of land owner  (incorporated  by reference to Exhibit  10.30 to
          Company's Quarterly Report on Form 10-Q dated August 14, 1998)

  10.36   Promissory  Note Dated  December  16, 1997  between  South Trust Bank,
          National  Association  and  Town  'N  Country  Plaza  of  Tampa,  Ltd.
          (incorporated  by  reference to Exhibit  10.31 to Company's  Quarterly
          Report on Form 10-Q dated August 14, 1998)


  10.37   Amended and Restated Partnership  Agreement dated May 15, 1998 of UIRT
          Town 'N Country,  L.P.(incorporated  by reference to Exhibit  10.32 to
          Company's Quarterly Report on Form 10-Q dated August 14, 1998)

  10.38   Contract  of Sale dated June 4, 1998,  by and  between the Company and
          Highland  Square Partners Ltd.  (incorporated  by reference to Exhibit
          10.35 to the  Company's  Current  Report on Form 8-K dated  October 7,
          1998)

  10.39   Promissory  note dated as of November 26, 1996 made by Highland Square
          Partners, Ltd. to Belgravia Capital Corporation, as beneficiary in the
          principal amount of $4,525,000.  (incorporated by reference to Exhibit
          10.36 to the  Company's  Current  Report on Form 8-K dated  October 7,
          1998)

  10.40   Promissory note dated November 26, 1997 made by Veriquest Colony Plaza
          One 1997 to Holliday  Fenoglio,  L.P., as beneficiary in the principal
          amount of  $3,200,000.(incorporated  by  reference  to Exhibit 10.9 to
          Company's Quarterly Report on Form 10-Q dated November 10, 1998)

  10.41   Revolving Credit Agreement dated August 25, 1998 made by and among the
          Company and Wells Fargo Bank,  National  Association.(incorporated  by
          reference to Exhibit 10.10 to Company's  Quarterly Report on Form 10-Q
          dated November 10, 1998)

**27.1    Financial Data Schedule

         (b) Reports on 8-K

             The  Company's  Current  Report on Form 8-K dated June 10, 1998 and
             filed on June 11, 1998 for the purpose of reporting the acquisition
             of the Big Curve Shopping Center

             The  Company's  Current  Report on Form 8-K dated June 10, 1998 and
             filed on June 25, 1998 for the purpose of reporting the appointment
             of R. Steven Hamner to the position of Chief Financial Officer.

             The  Company's  Current  Report on Form  8-K/A for the  purpose  of
             providing financial statements and pro forma financial  information
             with respect to the acquisition of the Big Curve Shopping Center.

             The  Company's  Current  Report on Form 8-K dated July 31, 1998 and
             filed  on  August  4,  1998  for  the  purpose  of  reporting   the
             acquisition of the Colony Plaza Shopping Center.

             The  Company's  Current  Report on Form  8-K/A for the  purpose  of
             providing financial statements and pro forma financial  information
             with  respect  to the  acquisition  of the  Colony  Plaza  Shopping
             Center.

             The Company's  Current Report on Form 8-K dated October 7, 1998 for
             the purpose of reporting  the  acquisition  of the Highland  Square
             Shopping Center.

             The  Company's  Current  Report on Form  8-K/A for the  purpose  of
             providing financial statements and pro forma financial  information
             with respect to the  acquisition  of the Highland  Square  Shopping
             Center.

             The Company's Current Report on Form 8-K dated January 15, 1999 for
             the purpose of reporting the acquisition of the Dallas Portfolio.

**           Filed as an exhibit hereto.


<PAGE>
Exhibit 10.1     

                             CONTRIBUTION AGREEMENT
                                 BY AND BETWEEN


                            UIRT - CENTENNIAL, L.P.,
                                AS "PARTNERSHIP,"

                                       AND

                          CENTENNIAL ACQUISITION CORP.,
                                AS "CONTRIBUTOR"

                                       AND

                          UNITED INVESTORS REALTY TRUST


<PAGE>




                             CONTRIBUTION AGREEMENT


         THIS CONTRIBUTION  AGREEMENT (this "Agreement") by and among CENTENNIAL
ACQUISITION CORP., a Texas corporation  ("Contributor"),  and UIRT - CENTENNIAL,
L.P.,  a Delaware  limited  partnership  ("Partnership"),  and UNITED  INVESTORS
REALTY TRUST, a Texas real estate  investment  trust,  is entered into as of the
Effective Date (hereinafter defined).

                                 R E C I T A L S

         WHEREAS, Contributor, as "Purchaser" or "Buyer," has heretofore entered
into a contract with Josey  Investment  Joint Venture as "Seller," dated October
14,  1998  (as  amended,  the  "Josey  Ranch  Contract"),  for the  purchase  by
Contributor of a shopping center and related buildings containing  approximately
115,001 square feet of gross leasable area ("GLA")  together with  approximately
12 acres of excess land, located in Carrollton, Texas (the "Josey Ranch Shopping
Center") for a purchase price of $9,816,560.00,  a copy of which,  together with
all amendments, is attached hereto as Exhibit "A-1";

         WHEREAS,  Contributor,  as "Purchaser" or "Buyer," has also  heretofore
entered into a contract with Today  Management,  Inc.,  Today  Melbourne  Plaza,
L.P.,  Today Northwest  Crossing,  L.P., Today Green Oaks, L.P., Today Parkwood,
L.P. and Today Richwood,  L.P., collectively as "Seller", dated October 16, 1998
(as amended,  the "Brauss  Contract") to purchase:  (i) the "Green Oaks Shopping
Center" located in Arlington,  Texas and containing  approximately 65,083 square
feet of GLA, (ii) the "Melbourne Plaza Shopping Center" located in Hurst,  Texas
and  containing  approximately  147,516 square feet of GLA, (iii) the "Northwest
Crossing Shopping Center" located in Garland, Texas and containing approximately
33,365 square feet of GLA; (iv) the "Six Flags Village  Shopping Center" located
in Arlington,  Texas and containing approximately 76,362 square feet of GLA, (v)
the "Parkwood  Square Shopping  Center"  located in Plano,  Texas and containing
approximately 78,798 square feet of GLA, and (vi) the "Richwood Shopping Center"
located in Richardson,  Texas and containing approximately 54,872 square feet of
GLA, all for an aggregate  purchase  price of  $31,900,000.00,  a copy of which,
together  with all  amendments,  is attached  hereto as Exhibit "A-2" (the Josey
Ranch  Contract  and  the  Brauss   Contract  are  each  a  "Contract"  and  are
collectively the "Contracts"); and

         WHEREAS,  Centennial  desires to contribute all of its right, title and
interest in and to the Contracts for an interest in the  Partnership and certain
cash sums, and Partnership desires to assume the Contracts.

                              W I T N E S S E T H:

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

1. Contribution/Assignment of the Contracts

         (a) For  good and  valuable  consideration  set  forth  herein,  and in
consideration  of Partnership  entering into this  Agreement,  Contributor  does
hereby  contribute,   assign,   transfer,  and  convey  to  Partnership  all  of
Contributor's  right,  title  and  interest  in,  under,  and to the  Contracts,
together with any and all earnest money  deposited by  Contributor in connection
with the  Contracts.  By its  execution of this  Agreement,  Partnership  hereby
accepts the  foregoing  contribution  and  assignment  and agrees to, and hereby
does, assume all of Contributor's obligations under the Contracts. The foregoing
assignment  and  contribution  shall in all  events be  subject to the terms and
conditions  of this  Agreement.  Though this  Agreement  shall alone  suffice to
effect the forgoing assignments, Contributor and Partnership shall, concurrently
with their  execution  and delivery of this  Agreement,  execute and deliver the
Assignment  and  Assumption  Agreement  (the  "Assignment")  attached  hereto as
Exhibit  "B"  hereto.  Such  separate  assignment  shall not  operate to provide
additional  rights or impose  additional  liabilities  or  obligations on either
party hereto but is intended to provide evidence of the assignments  effectuated
hereby to the sellers  under the  Contracts  apart from  delivering  this entire
agreement.

         (b) Notwithstanding the above, if the Contracts, or any of them, do not
expressly  permit the free assignment  thereof to Partnership (and thereafter to
an affiliate of  Partnership  if so required by UIRT or  Partnership)  without a
seller's  consent,  Partnership's  obligations  under  this  Agreement  shall be
conditioned  upon  Contributor  having  obtained  the written  consent  from the
sellers under each of such Contracts allowing them to be assigned to Partnership
and Partnership's subsequent assignment to an affiliate of Partnership.  If such
consent is not obtained  from the sellers under such  Contracts  within five (5)
business days after the  Effective  Date,  Partnership  may, at its sole option,
elect  to  terminate  this  Agreement  entirely  or only  with  respect  to such
Contracts that cannot be assigned (in which event the consideration provided for
in Paragraph  2(a) shall be  appropriately  adjusted).  With respect to any such
Contracts,  or with respect to all of the  Contracts if  Partnership  terminates
this  Agreement,  the  assignment  provided for herein shall be voided and of no
force or effect.

                         2. Consideration to Contributor

         In consideration of the assignment of the Contracts to Partnership:

         (a) Upon the closing of a Contract by  Partnership,  Partnership  shall
         issue to Contributor  partnership units (collectively,  "Units") in the
         Partnership,  the actual number and value  thereof,  and the rights and
         obligations  with respect  thereto,  being set forth in the Amended and
         Restated Agreement of Limited  Partnership of the Partnership  attached
         hereto as  Exhibit  "C" to be  executed  by  Contributor,  as a limited
         partner,  and  United  Investors  Realty  Trust  ("UIRT"),  as  general
         partner; and

         (b) Upon the  closing  of the  first of the  Contracts  to be closed by
         Partnership,  Partnership  shall  pay to  Contributor  in cash or other
         immediately  available  funds the sum of ONE HUNDRED FIFTY THOUSAND AND
         NO/100  DOLLARS  ($150,000.00)  (the  "Cash  Payment").  If none of the
         Contracts  are closed or  consummated,  the Cash  Payment  shall not be
         paid.   Contributor   shall  not  be  entitled  to  any  further   cash
         consideration.  Such amount is not a distribution by Partnership but is
         simply deferred cash consideration to Contributor for the assignment in
         Article 1 above.

                                3. Earnest Money

         Within  three  (3)  business  days  after the later to occur of (i) the
Effective  Date,  or  (ii)  the  date  upon  which  all  required   consents  to
assignments,  as referenced in Paragraph  1(b) above,  have been  obtained,  and
further  provided that Contributor has performed any obligations to be performed
by Contributor up to such date including,  without limitation,  the execution of
the  Assignment  and the Amended and Restated  Agreement of Limited  Partnership
attached hereto as Exhibit "C" (the "Partnership Agreement"),  Partnership shall
pay to Contributor the total sum deposited by Contributor under the Contracts as
of such date as "earnest  money" or "escrow funds."  Contributor  represents and
warrants to Partnership that the total "earnest money" or "escrow funds" paid or
deposited by  Contributor  under the  Contracts  is as follows:  (i) Josey Ranch
Contract  -  $50,000.00;  (ii)  Brauss  Contract  -  $50,000.00,  for a total of
$100,000.00 (collectively,  the "Earnest Money"). Once paid to Contributor,  and
except for the Contributor Option (hereinafter defined),  Contributor shall have
no further  right,  title or interest  in or to the Earnest  Money and agrees to
execute whatever instruments are requested by Partnership to provide evidence to
the sellers and title companies under the Contracts of such fact.

                                4. Due Diligence

         (a)  Within  three  (3)  business  days  after  the   Effective   Date,
Contributor  shall deliver to Partnership all due diligence  materials  provided
pursuant to the  Contracts or otherwise  obtained or caused to be prepared by or
on  behalf  of  Contributor  including,  without  limitation,  to the  extent in
Contributor's   possession,   the  following   (collectively,   "Due   Diligence
Materials"): (i) current rent rolls and, to the extent available, rent rolls for
each of the subject properties as of December 31, 1997 and 1996; (ii) site plans
and development  plans;  (iii) title policies  and/or current title  commitments
(together with  underlying  documents) and surveys  covering the properties that
are the subject of the Contracts  (individually,  a "Property" and collectively,
the "Properties");  (iv) copies of all leases (including ground leases) covering
the  Properties,  together with copies of all amendments  thereto,  currently in
effect or  pending  (the  "Leases")  and lease  abstracts  for all  Leases;  (v)
operating and capital  expenditure  statements for calendar year 1996,  1997 and
year-to-date 1998 for each of the Properties; (vi) CAM reconciliations for 1996,
1997 and, to the extent available,  year-to-date 1998; (vii) current real estate
tax bills for each of the Properties or, if not available for 1998, invoices for
1997 real estate taxes and current year  assessed  values and tax rates;  (viii)
operating  and capital  expenditure  budgets for 1999;  (ix) copies of any cross
easement or reciprocal  easement  agreements;  (x)  engineering  inspection  and
environmental  and soil studies and reports;  (xi) copies of any certificates of
occupancy,  zoning  and  permitted  use  information,   photographs  and  aerial
pictures;  (xii) true, correct and complete copies of all management agreements,
leasing and commission  agreements,  and service and vendor agreements affecting
the Properties; and (xiii) details regarding any pending leases, and outstanding
or pending tenant improvement and leasing commission obligations.



<PAGE>


         (b) To the extent that  Contributor  has not  assembled or caused to be
prepared  any of the Due  Diligence  Materials  described in  subparagraph  4(a)
above, and with respect to reviewing the correspondence and other relevant files
of each of the sellers  under the  Contracts,  Contributor  shall use good faith
efforts to obtain for  Partnership  such  information or access to and copies of
such  information,  or  any  other  information  (whether  or  not  specifically
described in subparagraph 4(a) above) as Partnership may reasonably request (and
such  shall be  included  within the  definition  of Due  Diligence  Materials).
Partnership shall reimburse Contributor for Contributor's  reasonable and actual
costs of obtaining,  after October 16, 1998,  any such  additional  information.
Such  reimbursement  shall be made by Partnership to Contributor within five (5)
days after receipt by Partnership of a written statement therefore together with
supporting  documents  detailing the costs incurred by Contributor after October
16,  1998 in  connection  with  obtaining  such  information.  In no event  will
Partnership be obligated to reimburse Contributor for, or pay any costs incurred
by Contributor with respect to, any costs of due diligence gathering,  review or
inspection that were  performed,  gathered or ordered or contracted for prior to
October 16, 1998. Additionally,  Partnership shall not reimburse Contributor for
any professional fees or expenses or internal costs incurred by Contributor (who
for purposes of this subparagraph  includes Steven Levin) in connection with the
negotiation, drafting, execution and delivery of the Contracts or this Agreement
and costs  incidental or attributable  thereto  including,  without  limitation,
attorneys  fees.   Contributor  covenants  and  agrees  to  indemnify  and  hold
Partnership harmless from and against such costs and expenses.

         (c) If Contributor discovers any material defect, error, or omission in
any Due Diligence  Materials,  Contributor will promptly give Partnership notice
with detailed information pertaining to such defect, error, or omission.

                         5. Administration of Contracts

         (a) During the existence of this Agreement,  and regardless of the fact
that one or more of the  Contracts  may not have been  assigned to  Partnership,
Partnership  shall have complete and absolute  control over the  Contracts,  due
diligence  efforts  and  negotiations   with  the  various  sellers   thereunder
including, without limitation,  amendments, price reductions, extensions, giving
of notices and exercise of all rights thereunder including,  without limitation,
termination   rights,  all  in  Partnership's  sole  and  absolute   discretion.
Contributor   shall  defer  to  all  decisions  of  Partnership   and  will  not
independently   contact  the  sellers  without   Partnership's  prior  approval.
Contributor  agrees  that  Partnership  may notify the  sellers of the above and
Contributor  agrees to acknowledge such fact to the sellers.  Contributor agrees
to  cooperate  with and,  upon request by  Partnership,  assist  Partnership  in
connection with the administration of the Contracts.  Specifically,  but without
limitation,  Contributor shall cooperate with Partnership in connection with due
diligence  efforts,  communications  and  negotiations  with  sellers  and other
necessary  parties and shall  render such advice and  assistance  regarding  the
Properties and the Contracts as Partnership  may, from time to time,  reasonably
request.  Contributor  shall assist  Partnership in connection with planning the
post  closing  management  of the  Properties  and  shall,  upon  request,  make
introductions with well-qualified candidates for managers and leasing agents for
the Properties. Contributor agrees in connection with its obligations under this
subparagraph  that it will cause its  President,  Steven  Levin,  to be directly
involved.

         (b)  Contributor  acknowledges  and  agrees  that  Partnership  is  not
obligated under this Agreement to close under any of the Contracts.  Partnership
shall have no liability whatsoever arising as a result of Partnership's  failure
to close  under one or more of the  Contracts  regardless  of  whether  any such
failure is due to the exercise of a termination right under a Contract or breach
thereof by Partnership.


6. Omitted

                 7. Contributor's Representations and Warranties

                  Contributor  hereby represents and warrants to Partnership and
UIRT the following:



<PAGE>


         (a) That, to its actual  knowledge,  (i) except to the extent disclosed
to UIRT in writing,  the financial  information and the Due Diligence  Materials
provided to Contributor and delivered by Contributor to Partnership are true and
accurate in all material respects, and (ii) all of the documentation turned over
to  Contributor  by the sellers under each of the Contracts has, in all material
respects, been delivered to Partnership.

         (b)  Contributor  has the  sole  power  and  authority  to  contribute,
transfer  and  assign  each  of  the  Contracts  to  Partnership  and  that,  to
Contributor's  actual knowledge,  no consents or approvals from any third party,
other than a  lender(s)  holding a first lien  against  the Green Oaks  Shopping
Center, Melbourne Plaza Shopping Center, Northwest Crossing Shopping Center, Six
Flags Shopping Center, Parkwood Square Shopping Center, Richwood Shopping Center
or on Josey Ranch Shopping  Center (which  requires a waiver of a right of first
refusal with respect to a portion of this  property and consent to prepay),  are
required or necessary in order for the Partnership to close title on each of the
Properties, or any of them.

         (c)  Except as  disclosed  in the Due  Diligence  Materials,  otherwise
disclosed  to  Partnership  by  Contributor  in  writing or  otherwise  known by
Partnership  Contributor  has no actual  knowledge that any of the Properties or
the sellers under the Contracts are currently subject to any existing,  pending,
or threatened  investigation or inquiry by any governmental  authority or to any
remedial  obligations  under any  Applicable  Laws  pertaining  to health or the
environment ("Environmental Laws").

         (d) Contributor is a duly formed and validly existing corporation under
the laws of the State of Texas.  Contributor  is  authorized  to enter into this
Agreement,  and the  undersigned  signatory  party for Contributor has been duly
authorized  to  execute  this  Agreement.  Contributor  is  duly  authorized  to
consummate the transaction contemplated by this Agreement.

         (e) The  agreements  attached  under Exhibit "A" are true,  correct and
complete  copies of the  Contracts  and such have not been amended in any way as
except as set forth therein.

         (f)  Except as  disclosed  in the Due  Diligence  Materials,  otherwise
disclosed  to  Partnership  by  Contributor  in  writing or  otherwise  known by
Partnership and to Contributor's actual knowledge,  there are no agreements with
any other person relating to the sale or other conveyance of the Properties,  or
any of them, or that would prevent the closing of a sale of the  Properties,  or
any of them, to Partnership.

         (g) To Contributor's actual knowledge, no event of default has occurred
(or if  uncured  with the  passage  of time would  occur)  under the  Contracts.
Contributor has not received any actual notice (oral or written) from any of the
sellers  under the  Contracts  of any  material  default or potential or alleged
material default by Contributor thereunder.

         (h) In order to induce the  Partnership to issue Units to  Contributor,
Contributor hereby  acknowledges its understanding that the issuance of Units is
intended to be exempt from  registration  under the  Securities  Act of 1933, as
amended,  and the rules and  regulations in effect  thereunder  (the "Act").  In
furtherance thereof, Contributor further represents and warrants the following:



<PAGE>


                  (i)  Contributor is acquiring the Units in Partnership  solely
         for its own account for the purpose of investment  and not as a nominee
         or agent for any other  person  and not with a view to, or for offer or
         sale in connection with, any distribution thereof within the meaning of
         the Act.  Contributor  agrees and acknowledges that it is not permitted
         to offer,  transfer,  sell,  assign,  pledge,  hypothecate or otherwise
         dispose  of  ("Transfer")  any of the  Units  issued  to it  except  as
         provided in this Agreement and the Partnership Agreement.

                  (ii)  Contributor  and  its  shareholders  are  knowledgeable,
         sophisticated  and  experienced  in  business  and  financial  matters;
         Contributor and its  shareholders  fully  understand the limitations on
         transfer  described in this  Agreement and the  Partnership  Agreement;
         Contributor and its  shareholders are able to bear the economic risk of
         holding the Units for an  indefinite  period and are able to afford the
         complete  loss of their  investment in the Units;  Contributor  and its
         shareholders  have received and reviewed the Partnership  Agreement and
         copies of the documents filed by UIRT under the Securities Exchange Act
         of  1934,  as  amended  (the  "Exchange  Act"),  and  all  registration
         statements and related  prospectuses and supplements  filed by UIRT and
         declared effective under the Act for the last two years  (collectively,
         the "SEC  Documents") and have been given the opportunity to obtain any
         additional  information  or documents  and to ask questions and receive
         answers about such documents, UIRT and the Partnership and the business
         and prospects of UIRT and the  Partnership  which  Contributor  and its
         shareholders deem necessary to evaluate the merits and risks related to
         its  investment  in the Units;  and  Contributor  and its  shareholders
         understand and have taken cognizance of all risk factors related to the
         purchase of the Units.

                  (iii)  Contributor and its shareholders  acknowledge that they
         have been advised that (A) the Units may have to be held  indefinitely,
         and Contributor and its shareholders will continue to bear the economic
         risk of the  investment  in the Units,  unless the Units are  exchanged
         pursuant to the Partnership Agreement or the Put Agreement (hereinafter
         defined) or is  subsequently  registered  under the Act or an exemption
         from such  registration is available,  (B) it is not  anticipated  that
         there will be any public market for the Units at any time, (C) Rule 144
         promulgated under the Act may not be available with respect to the sale
         of any  securities  of the  Partnership  (and that upon exchange of the
         Units for common shares of UIRT and a new holding period under Rule 144
         may commence),  and the Partnership has made no covenant,  and makes no
         covenant, to make Rule 144 available with respect to the sale of any of
         the Units, (D) a restrictive  legend as set forth below shall be placed
         on the  certificates or instruments  representing  the Units, and (E) a
         notation shall be made in the  appropriate  records of the  Partnership
         indicating that the Units are subject to restrictions on Transfer.

                  (iv)  Contributor and its  shareholders  also acknowledge that
         (A) the  exchange  of Units for  common  shares of UIRT is  subject  to
         certain restrictions contained in the Partnership Agreement and the Put
         Agreement; and (B) the common shares which may be received upon such an
         exchange may, under certain circumstances,  be "restricted  securities"
         under Rule 144 and be subject to  limitations  as to transfer,  and may
         therefore  be subject to certain of the risks  referred to in Paragraph
         7(h)(iii) above.

                  (v)  Contributor  and each of its  shareholders  is  either an
         "accredited  investor"  (as such  term is  defined  in Rule  501(a)  of
         Regulation  D  under  the  Act)  or   Contributor   [and  each  of  its
         shareholders] either alone or with its purchaser  representative(s) has
         such knowledge and experience in financial and business matters that it
         is  capable  of  evaluating  the  merits  and risks of the  prospective
         investment.



<PAGE>


                  (vi)  Contributor  hereby  acknowledges  that each Certificate
         representing the Units shall bear the following legend:

         "THE UNITS  REPRESENTED  BY THIS  CERTIFICATE  OR INSTRUMENT MAY NOT BE
         TRANSFERRED,   SOLD,  ASSIGNED,  PLEDGED,   HYPOTHECATED  OR  OTHERWISE
         DISPOSED   OF  UNLESS  SUCH   TRANSFER,   SALE,   ASSIGNMENT,   PLEDGE,
         HYPOTHECATION OR OTHER DISPOSITION  COMPLIES WITH THE PROVISIONS OF THE
         PARTNERSHIP AGREEMENT DATED AS OF [ , 1998] (A COPY OF WHICH IS ON FILE
         WITH THE PARTNERSHIP).  EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT,
         NO  TRANSFER,   SALE,  ASSIGNMENT,   PLEDGE,   HYPOTHECATION  OR  OTHER
         DISPOSITION OF THE UNITS  REPRESENTED BY THIS  CERTIFICATE  MAY BE MADE
         EXCEPT (i) PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
         SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT"),  OR  (ii)  IF THE
         PARTNERSHIP HAS RECEIVED (IF IT SO REQUIRES) A SATISFACTORY  OPINION OF
         COUNSEL FOR THE HOLDER THAT SUCH TRANSFER,  SALE,  ASSIGNMENT,  PLEDGE,
         HYPOTHECATION  OR OTHER  DISPOSITION  IS EXEMPT FROM THE  PROVISIONS OF
         SECTION  5  OF  THE  ACT  AND  THE  RULES  AND  REGULATIONS  IN  EFFECT
         THEREUNDER."

         "Actual  knowledge,"  as used  herein,  means the actual and  conscious
knowledge of Steven Levin. The foregoing representations and warranties shall be
deemed to be repeated by  Contributor  at the closing of each Contract and shall
survive the closings of the Contracts,  or any of them,  and the  termination of
this Agreement.

                8. Representations and Warranties of Partnership

         Partnership   hereby   represents  and  warrants  to  Contributor   the
following:

         (a)  Partnership  is  a  duly  formed  and  validly   existing  limited
partnership  under the laws of the State of Delaware  and  qualified  to conduct
business in the State of Texas.  Partnership  is  authorized  to enter into this
Agreement,  and the  undersigned  signatory  party for Partnership is (i) a duly
formed and validly existing real estate  investment trust  corporation under the
laws of the State of Texas and  qualified  to conduct  business  in the State of
Delaware,  and  (ii)  duly  authorized  to  execute  this  Agreement,  as is the
individual signing on behalf of such entity.

         (b) There is no pending  or, to its  knowledge,  threatened  litigation
against the  Partnership  that if  adversely  determined  would have a material,
adverse effect on the  Partnership or the ability of the  Partnership to perform
its obligations under this Agreement in a timely manner.

         (c) To the knowledge of  Partnership,  it is in substantial  compliance
with  all  material  statutes,   ordinances,   orders,   rules  and  regulations
promulgated by any federal,  state,  municipal or other  governmental  authority
which apply to the conduct of its  business,  except for any  non-compliance  or
violation,  individually  or in the aggregate,  which would not have a material,
adverse effect on the ability of  Partnership to perform any of its  obligations
under this Agreement in a timely manner.



<PAGE>


         The  foregoing  representations  and  warranties  shall be deemed to be
repeated by  Partnership  at each closing under a Contract and shall the survive
the closings  under the Contracts,  or any of them, and the  termination of this
Agreement.

                                 9. Indemnities

         Each party hereto agrees to indemnify,  defend and hold the other party
harmless from and against any and all claims, demands, causes of action, losses,
damages,  liabilities,  costs and  expenses  incurred by the  indemnified  party
(including  reasonable attorneys' fees and court costs) of any and every kind or
character,  known or unknown, fixed or contingent,  asserted against or incurred
by the  indemnified  party at any time and  from  time to time by  reason  of or
arising  out of an act or  omission  of the  indemnifying  party or a breach  or
default under this  Agreement or any  representations  or  warranties  contained
herein by the indemnifying  party.  This Article 9 shall survive the termination
or expiration of this Agreement.

                             10. Broker Commissions

         (a) Contributor represents and warrants that it is not obligated to pay
any brokerage  commissions or finder's fees with respect to any of the Contracts
or with  respect to this  Agreement,  except  that (i) it may have  incurred  an
obligation to pay SDM Financial $50,000.00 (the "SDM Fee") if, as and when there
is a  closing  by  Contributor  under  the  Josey  Ranch  Contract,  and (ii) it
acknowledges  that Sid  Goldstein  introduced  it and/or  Steven  Levin to UIRT.
Partnership  shall pay SDM Financial the SDM Fee as a commission or finder's fee
if, as and when the Josey Ranch Contract is actually closed by Partnership,  but
not otherwise.  With respect to Sid Goldstein,  although neither Partnership nor
UIRT has any  obligation  to do so, if all three of the  Contracts are closed by
Partnership,  Partnership  will  pay  Sid  Goldstein  an  amount  not to  exceed
$150,000.00 as a finder's fee (the  "Goldstein  Fee"). If the Contracts close at
different  times,  the Goldstein Fee will be prorated to reflect the amount paid
at each such  closing.  In the event  that one of more of the  Contracts  is not
closed,  or the prices paid by Partnership are reduced for whatever reason,  the
Goldstein Fee will reduced  prorata.  The  provisions of this  paragraph are not
intended for the benefit of anyone not a party to this  Agreement and may not be
enforced by anyone not a party hereto.

         (b)  Contributor  hereby  indemnifies  and holds  UIRT and  Partnership
harmless from any and all claims for commissions and/or finders fees, including,
without  limitation,  to SDM  Financial  and Sid  Goldstein,  who may have  been
responsible,  or who may  claim to be  responsible,  in  whole  or in part,  for
introducing  Contributor  and/or Steve Levin to any of the Properties  and/or to
UIRT or Partnership;  provided,  however, that with respect to SDM Financial and
Sid  Goldstein,  such  indemnification  shall,  upon closing of the  appropriate
Contracts  pursuant  to this  Agreement,  be to  amounts in excess of that which
Partnership  has agreed to pay.  UIRT and  Partnership  represent and warrant to
Contributor  that the only  parties  or  persons  that they have  dealt  with in
connection with the Properties is Sid Goldstein, but asserts that at the time of
such  introduction  it had not agreed to compensate Sid Goldstein in any way for
his efforts.  UIRT hereby  indemnifies and holds harmless  Contributor  from and
against the claims for any other person  claiming  by,  through or under UIRT or
Partnership  with respect to the  introduction  of Contributor to UIRT, and with
respect  to  SDM  Financial  and  Sid  Goldstein,  UIRT  indemnifies  and  holds
Contributor harmless up to the amounts to which it has agreed hereunder to pay.



<PAGE>


         (c) The terms of this  Article  10 shall  survive  the  termination  or
expiration of this Agreement.

                              11. Default /Remedies

         If either  party  defaults  under its  obligations  hereunder  and such
default  is not  cured  within  ten (10)  days  after  written  notice  from the
non-defaulting  party specifying such default,  the non-defaulting party may (i)
elect to  terminate  this  Agreement,  and/or  (ii)  seek  any and all  remedies
available to the non-defaulting  party at law or equity,  provided that monetary
damages  shall in all events be limited to actual  damages.  In no event shall a
party  hereto be entitled to recover  punitive,  speculative,  consequential  or
similar type damages.

                                 12. Termination

         This Agreement shall terminate and thereafter be of no further force of
effect upon the earlier to occur of (i) termination by a party under Article 11;
(ii)  closing of the last  Contract in effect,  and (iii) the date that the last
remaining Contract in effect is terminated.  No termination shall relieve either
party hereto from any of its obligations or liabilities that arose prior to such
termination or which by their terms expressly survive termination.


                                   13. Notices

         Any notice or  communication  required or permitted  hereunder shall be
given in  writing,  sent by (a)  personal  delivery,  (b)  overnight  courier or
delivery  service  with proof of  delivery,  (c)  United  States  mail,  postage
prepaid,  registered  or  certified  mail,  or (d) prepaid  telegram or telecopy
(provided  that such  telegram or telecopy  is  confirmed  by mail in the manner
previously described), addressed as follows:

    To Contributor:             Centennial  Acquisition  Corp.  
                                12720 Hillcrest,  Suite 750
                                Dallas,  Texas 75230
                                Attn: Steven Levin        
                                Telecopy:(972)934-2710

    With a copy to:             Gardere & Wynne, L.L.P.
                                3000 Thanksgiving Tower
                                Dallas,  Texas 75201 
                                Attn: Cliff Risman
                                Telecopy: (214)979-4667

   To Partnership or UIRT:      United Investors Realty Tr
                                5847 San Felipe, Suite 850
                                Houston, Texas 77057
                                Attention: Chief Financial Officer
                                Telecopy: (713) 268-6005

   With a copy to:              Liddell, Sapp, Zivley, Hill & LaBoon
                                2001 Ross Avenue, Suite 3000
                                Dallas, Texas 75201
                                Attention: Mr. Bryan L. Goolsby
                                Telecopy (214) 849-55

or to such other  address or to the  attention of such other person as hereafter
shall be  designated  in writing  by the  applicable  party in a notice  sent in
accordance with these notice provisions.  Any such notice or communication shall
be deemed to have been given at the time of personal delivery or, in the case of
certified or registered mail, three (3) days after deposit in the custody of the
United States Postal  Service,  or in the case of overnight  courier or delivery
service,  as of the date of first  attempted  delivery at the address and in the
manner provided herein, or, in the case of telegram or telecopy, upon receipt.

                            14. Partnership Agreement

         Concurrently  with the  execution and delivery of this  Agreement,  the
parties  shall enter into and deliver the  Amended  and  Restated  Agreement  of
Limited  Partnership  attached  hereto as Exhibit "C", the  Registration  Rights
Agreement  attached  hereto as  Exhibit  "D" and the Put  Agreement  (herein  so
called) attached hereto as Exhibit "E".

                                15. Miscellaneous

         (a) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto,  and their heirs,  successors,  and assigns.  Whenever in
this Agreement a reference is made to any of the parties hereto,  such reference
shall be deemed to  include a  reference  to the heirs,  legal  representatives,
successors, and assigns of such parties.

         (b) The titles of the Paragraphs of this Agreement shall have no effect
and shall neither limit nor amplify the provisions of the Agreement itself.

         (c) Except  for the  Partnership  Agreement,  the  Registration  Rights
Agreement and the Put Agreement, this Agreement constitutes the entire agreement
between the parties and  supersedes  and replaces all prior and  contemporaneous
agreements,   representations,   and  understandings   between  Partnership  and
Contributor,  whether  written or oral,  including,  but not  limited  to,  that
certain  Agreement  to  Contribute  Purchase  Contracts  dated  October 16, 1998
between Contributor and UIRT; provided that any liabilities that begin to accrue
thereunder  prior to the  Effective  Date  shall not be  affected  hereby.  This
Agreement shall not be amended or changed except by written instrument signed by
the party to be charged therewith.

         (d) Time is of the  essence  with  respect  to the  various  times  for
performance by Contributor, UIRT and Partnership.



<PAGE>


         (e) This  Agreement is the result of  negotiations  between the parties
and, accordingly,  shall not be construed for or against either party regardless
of which party drafted this Agreement or any portion thereof.

         (f) It is not intended by this  Agreement to, and nothing  contained in
this Agreement shall,  create any partnership,  joint venture,  or other similar
arrangement between Contributor and Partnership, except as expressly provided in
the  Partnership  Agreement.  No term or provision of this Agreement is intended
to, or shall,  be for the benefit or any  person,  firm,  corporation,  or other
entity not a party hereto (including,  without limitation,  any broker),  and no
such party shall have any right or cause of action hereunder.

         (g) This  Agreement  shall be governed by and  construed in  accordance
with the laws,  including choice of law rules, of the State of Texas.  Venue for
any action in  connection  herewith  shall be in the federal and state courts of
competent  jurisdiction  located in Dallas County,  Texas,  shall have exclusive
personal  jurisdiction over the parties to this Agreement.  Each party agrees to
process being effected upon it by registered mail sent to the address and in the
manner  specified in Article 13. Each party hereby  irrevocably  waives,  to the
fullest  extent  permitted by law, any  objection  which it may now or hereafter
have to any suit,  action  or  proceeding  arising  out of or  relating  to this
Agreement being brought in the federal or state courts of competent jurisdiction
located in Dallas County, Texas, and hereby further irrevocably waives any claim
that any such  suit,  action or  proceeding  brought  in any such court has been
brought in an inconvenient  forum. In any litigation between the parties to this
Agreement,   the  prevailing  party  shall  be  entitled  to  recover  from  the
non-prevailing party all costs and expenses (including, without limitation, fees
and expenses of advisors and attorneys and related court costs)  incurred by the
prevailing party in such litigation.

         (h) Except as herein  expressly  provided,  no waiver by a party of any
breach of this Agreement or of any warranty or  representation  hereunder by the
other  party  shall be deemed  to be a waiver  of any other  breach by the other
party  (whether  preceding  or  succeeding  and  whether  of the same or similar
nature), and no acceptance of payment or performance by a party after any breach
by the  other  party  shall be  deemed  to be a  waiver  of any  breach  of this
Agreement or of any  representation  or warranty  hereunder by such other party,
whether the first party knows of such breach at the time it accepts such payment
or performance. No failure or delay by a party to exercise any right it may have
by reason of the default of the other party shall operate as a waiver of default
or  modification of this Agreement or shall prevent the exercise of any right by
the first party while the other party continues to be so in default.

         (i) Each section of this  Agreement  constitutes  a separate  agreement
between the parties.  In the event that any provision of this  Agreement,  which
would not deprive the parties, or either of them, of the benefit of the bargain,
is deemed to be illegal,  invalid,  or  unenforceable on its face or as applied,
then such  provision  shall be deemed  severed  herefrom to the extent  illegal,
invalid, and unenforceable.

         (j) Neither the partners of Partnership (other than the general partner
thereof),  nor the officers,  employees,  or other agents of the  Partnership or
UIRT shall be personally,  corporately,  or individually  liable,  in any manner
whatsoever,  for any debt, act, omission, or obligation of Partnership,  and all
persons  having claims of any kind  whatsoever  against  Partnership  shall look
solely to the  property of  Partnership  (and the assets of the general  partner
thereof) for the enforcement of their rights (whether  monetary or non-monetary)
against  Partnership  except  to the  extent  of any  liability  of  Partnership
expressly assumed or guaranteed by Contributor.


<PAGE>


         (k) If any date set  forth in this  Agreement  as the last date for the
taking of any action  hereunder shall fall on a Saturday,  Sunday,  or a federal
holiday (a federal holiday being a day on which the United States Postal Service
does not deliver  first class  mail),  then the last date for taking such action
shall be extended to the next succeeding day that is not a Saturday,  Sunday, or
federal holiday.

         (l) The  latter  of the two  dates  that  Contributor  and  Partnership
execute this Agreement  shall be the "Effective  Date" of this Agreement for all
purposes.

         (m) If more than one party  constitutes  "Contributor," as that term is
defined in this Agreement,  then all parties  constituting  Contributor shall be
and  are  jointly  and  severally  liable  for  each  and  every  obligation  of
Contributor, of whatever nature, under the terms of this Agreement.

         (n) The parties  hereto  acknowledge  that  negotiations  are  underway
pursuant to which Steve Levin may become an employee of UIRT or the Partnership.
The  closing of title to one or more of the  Properties  or the failure to close
one or more of the Properties or the  termination of any of the Contracts  shall
not  affect  such   negotiations  or  any  agreement   regarding  such  possible
employment. The employment, or failure to employ, Steve Levin by the Partnership
or UIRT shall not affect any  consideration  payable to  Contributor  under this
Agreement

         (o) Each party  agrees that TIME IS OF THE ESSENCE  with respect to all
time  frames  set  forth  herein  and the  performance  by each  party  of their
obligations hereunder.

         (p) This  Agreement may not be assigned by either party hereto  without
the prior written  consent of the other party  hereto,  which may be withheld in
such party's sole discretion.

         (q) The parties  acknowledge  that prior to execution of this Agreement
they contemplated the contribution of an additional  agreement with Contributor,
as  "Purchaser" or "Buyer," and ASG National  Plaza,  Ltd. and ASG Hulen Pointe,
Ltd.,  collectively  as  "Seller,"  dated  August  __,  1998  (as  amended,  the
"Hulen/Northwood  Contract"),  to purchase (i) the "Hulen Point Shopping Center"
located in Fort Worth, Texas and containing approximately 174,479 square feet of
GLA and (ii) the  "Northwood  Plaza Shopping  Center"  located in North Richland
Hills,  Texas and  containing  approximately  144,150  square  feet of GLA.  The
parties  confirm  that  the  Hulen/Northwood  Contract  is  not a part  of  this
Agreement  and  that  neither  Partnership  nor  UIRT  has  any  obligations  or
liabilities with respect thereto.  Contributor  hereby indemnifies and agrees to
hold  Partnership  and UIRT harmless from any loss or damage  arising out of the
Hulen/Northwood  Contract  other than that caused by UIRT,  Partnership or their
respective agents or contractors.




<PAGE>


EXECUTED by Partnership this ___ day of __________________,1998.

                          UIRT - CENTENNIAL, L.P., a
                          Delaware limited partnership

                          By:      United Investors Realty Trust, a Texas real
                                   estate investment trust, General Partner

                                   By:__________________________________    
                                   Name: Lewis H. Sandler
                                   Title: President

                                                    "Partnership"


EXECUTED by Contributor this ___ day of __________________,1998.

                          CENTENNIAL ACQUISITION CORP.,
                          a Texas corporation

                          By:__________________________             
                          Name:________________________   
                          Title:_______________________  
                                      "Contributor"

EXECUTED by UIRT this ___ day of __________________, 1998.

                         UNITED INVESTORS REALTY TRUST,
                         a Texas real estate investment trust

                         By:___________________                            
                         Name: Lewis H. Sandler
                         Title: President


<PAGE>




                              SCHEDULE OF EXHIBITS

Exhibit "A" - Contracts

         Exhibit A-1 - Josey Ranch Contract

         Exhibit A-2 - Brauss Contract

Exhibit "B" - Form of Assignment and Assumption Agreement

Exhibit "C" - Form of Amended and Restated Partnership Agreement

Exhibit "D" - Registration Rights Agreement

Exhibit "E" - Put Agreement



<PAGE>

                                   EXHIBIT "A"
                                    CONTRACTS


<PAGE>


                                   EXHIBIT "B"

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


         THIS ASSIGNMENT OF CONTRACT  ("Assignment")  is executed as of the of ,
1998,  by  and  between  CENTENNIAL   ACQUISITION  CORP.,  a  Texas  corporation
("Assignor")  and  UIRT -  CENTENNIAL,  L.P.,  a  Delaware  limited  partnership
("Assignee").

         For Ten and  No/100  Dollars  ($10.00)  and  other  good  and  valuable
consideration,  the  receipt,  adequacy,  and  sufficiency  of which  hereby are
acknowledged, Assignor does hereby assign, transfer, and convey to Assignee, all
of  Assignor's  right,  title  and  interest  in,  under,  and to those  certain
contracts  and  agreements   identified  on  Schedule  I  attached   hereto  and
incorporated  herein by reference (the  "Contracts"),  together with any and all
earnest money deposited by Assignor under the Contracts and any interest thereon
to which Assignor would otherwise be entitled. By its execution hereof, Assignee
hereby accepts the foregoing  assignment and agrees to, and hereby does,  assume
all of Assignor's obligations under the Contracts.

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

                                ASSIGNOR:
                                CENTENNIAL ACQUISITION CORP.,
                                a Texas corporation

                                By:__________________   
                                Name:________________ 
                                Title:_______________

                                ASSIGNEE:

                                UIRT - CENTENNIAL, L. P.,
                                a Delaware limited partnership

                                By: United Investors Realty Trust, a Texas real
                                    estate investment trust, General Partner

                                By:_______________________
                                Name: Lewis H. Sandler
                                Title: President



<PAGE>


                                   EXHIBIT "C"

                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT



<PAGE>


                                   EXHIBIT "D"

                          REGISTRATION RIGHTS AGREEMENT


<PAGE>


                                   EXHIBIT "E"

                                  PUT AGREEMENT


<PAGE>
EXHIBIT 10.2

                             TODAY GREEN OAKS, L.P.
                        AGREEMENT OF LIMITED PARTNERSHIP



         THIS AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") dated as of the
31st day of  August,  1995,  by and among  TODAY  GREEN OAKS GP,  INC.,  a Texas
Corporation,  as general  partner (as further defined in Article I, the "General
Partner"),  and the persons listed on Schedule A hereto as limited partners (the
"Limited   Partners")  (the  General  Partner  and  the  Limited   Partners  are
hereinafter  collectively  called  the  "Partners"  and  individually  called  a
"Partner").

                                    RECITALS:

         The General Partner, as general partner,  and the Limited Partners,  as
limited  partners,  desire  to form a limited  partnership  to be known as TODAY
GREEN OAKS,  L.P. The Partnership is being formed for the purposes of purchasing
and acquiring the real property being more  particularly  described on Exhibit A
attached hereto and made a part hereof ("Property").

         NOW,  THEREFORE,  in  consideration  of the premises and the agreements
contained  herein  and  for  other  valuable  consideration,   the  receipt  and
sufficiency of which is hereby  acknowledged,  the parties hereto do hereby make
and enter  into this  Agreement  and do hereby  continue  the  Partnership  as a
limited  partnership  pursuant to the  provisions of the Texas  Revised  Limited
Partnership Act, and agree as follows:


                                    ARTICLE I

                               CERTAIN DEFINITIONS

         Section 1.1 Definitions.

                  (a)  Adjusted  Capital  Account  Deficit.  With respect to any
         Partner, the deficit balance, if any, in such Partner's Capital Account
         as of  the  end of the  relevant  fiscal  year,  giving  effect  to the
         adjustments  described  in  Section  1.1(d)  and  further  adjusted  as
         follows:

                           (i) Credit to such Capital  Account any amounts which
                  such Partner is obligated to restore pursuant to any provision
                  of this  Agreement  or is deemed to be  obligated  to  restore
                  pursuant to the penultimate  sentences of Treasury Regulations
                  Section  1.704-2(g)(1)  and  1.704-2(i)(5),  or any  successor
                  provisions: and



<PAGE>


                           (ii)     Debit to such Capital  Account the items
                                    described in Sections 1.  704-1(b)(2)
                                    (ii)(d)(4),  (5) and

                  (6) of the Treasury Regulations.

                  (b) Affiliate. As applied to any Person, (a) if an individual,
         a member of such Person's  immediate family;  (b) if a business entity,
         any partner, shareholder,  member, director, officer or manager of such
         Person;  (c) if a trust, any trustee or beneficiary of such Person; and
         (d) any other Person directly or indirectly controlling, controlled by,
         or under common control with, such Person. In this definition, the term
         "control"  shall mean the  possession,  directly or indirectly,  of the
         power to direct or cause the direction of the  management  and policies
         of such Person,  and shall  include  ownership of ten percent  (10%) or
         more of the beneficial  interest in the firm or entity referred to, and
         the term "immediate  family" shall mean the spouse,  ancestors,  lineal
         descendants,  brothers and sisters of the Person in question, including
         those Persons adopted.

                  (c) Agreement. This Agreement of Limited Partnership as it may
         be amended from time to time.

                  (d) Capital Account.  With respect to any Partner, the Capital
         Account  maintained  for such Person in  accordance  with the following
         provisions:

                           (i) To each Partner's  Capital Account there shall be
                  credited such Partner's Capital  Contributions,  such Person's
                  share of any items in the  nature of income or gain  which are
                  allocated  pursuant to Article IV hereof and the amount of any
                  Partnership  liabilities  assumed by such Partner or which are
                  secured by any property distributed to such Person;

                           (ii) To each Partner's Capital Account there shall be
                  debited  the amount of cash and the fair  market  value of any
                  property  distributed to such Person pursuant to any provision
                  of this  Agreement,  such Partner's  share of any items in the
                  nature of expenses or losses which are  allocated  pursuant to
                  Article IV hereof and the  amount of any  liabilities  of such
                  Partner assumed by the Partnership or which are secured by any
                  property contributed by such Person to the Partnership.

                  (e) Capital  Contributions.  With respect to any Partner,  the
         amount of money  and the  initial  Gross  Asset  value of any  property
         (other  than  money)  contributed  to the  Partnership  by or for  such
         Partner.

                  (f) Cash  Available  for  Distributions.  The sum of Operating
         Cash as defined  herein and Cash From  Financings or  Refinancings  and
         Cash from Interim Capital Transactions.



<PAGE>


                  (g) Cash From Financings or Refinancings. All cash receipts of
         the Partnership arising from a Financing or Refinancing less (i) in the
         case of a Refinancing,  the amount of cash necessary for the payment of
         the principal balance of, and accrued interest and premiums, if any, on
         the   indebtedness   being   refinanced  in  such   Refinancing;   (ii)
         INTENTIONALLY  DELETED;  (iii) in the case of a  Financing,  the amount
         expended  from such  Financing for the purposes for which the Financing
         was  incurred  other  than  the  amounts,  if any,  distributed  to the
         Partners  out of such  proceeds;  (iv) the amount of cash paid or to be
         paid by the  Partnership  for  expenses  (to the extent not included in
         clauses (i) or (ii) above)  incurred in connection  with such Financing
         or  Refinancing;  and  (v) the  amount  considered  appropriate  by the
         General Partner as reserves.

                  (h) Cash From Interim Capital Transactions.  All cash receipts
         of the Partnership  arising from Interim Capital  Transactions less the
         amount  of cash  paid or to be paid  by the  Partnership  for  expenses
         incurred in connection  with such Interim Capital  Transactions  and in
         the case of an  insurance  or  condemnation  award,  the amount of cash
         required to be paid by the  Partnership  to any third party out of such
         receipts  (including  a lender) and the amount of cash paid or required
         to be paid by the  Partnership  to  replace  or  repair  the  Property,
         directly or indirectly,  due to the casualty or condemnation  that gave
         rise to such Interim Capital Transaction.

                  (i) Code.  The Internal  Revenue Code of 1986, as amended,  or
         corresponding provisions of subsequent revenue laws.

                  (j)  Code  Section  705(a)(2)(B)  Expenditures.   Expenditures
         described in Code Section  705(a)(2)(B) and any amounts treated as Code
         Section 705(a)(2)(B) expenditures under Treasury Regulations Section 1.
         704-1(b)(2)(iv)(i)(2) and (3).

                  (k)      Delinquent Partner.  As defined in Section 2.6(c)
         hereof.

                  (l)  Depreciation.  For each fiscal year or other  period,  an
         amount equal to the  depreciation,  amortization or other cost recovery
         deduction  allowable  with  respect  to an asset for such year or other
         period,  except that if the Gross Asset Value of an asset  differs from
         its adjusted  basis for federal income tax purposes at the beginning of
         such year or other period,  Depreciation shall be an amount which bears
         the same  ratio to such  beginning  Gross  Asset  Value as the  federal
         income tax depreciation,  amortization or other cost recovery deduction
         for such year or other  period  bears to such  beginning  adjusted  tax
         basis  (unless the adjusted tax basis is equal to zero,  in which event
         Depreciation  shall be determined under any reasonable  method selected
         by the General Partner).

                  (m)  Distributions.  Distributions  of cash or other  property
         made by the Partnership to the Partners.



<PAGE>


                  (n)  Financing or  Refinancing.  The borrowing of money by the
         Partnership, including borrowing money for the purpose of paying all or
         part  of  the  outstanding  balance,  including  accrued  interest  and
         premium, if any, of indebtedness of the Partnership.

                  (o)  General  Partner.  Today  Green  Oaks GP,  Inc.,  a Texas
         corporation,  and any other Person who becomes a successor,  substitute
         or additional General Partner of the Partnership as provided herein, in
         such  Person's  capacity  as  a  general  partner.   Any  successor  or
         substitute  General  Partner for Today  Green Oaks GP,  Inc.  must be a
         single purpose, "bankruptcy remote" entity organized and subject to the
         same restrictions as Today Green Oaks GP, Inc.

                  (p) Gross Asset Value.  With respect to any asset, the asset's
         adjusted basis for federal income tax purposes, except as follows:

                           (i)  The  initial  Gross  Asset  Value  of any  asset
                  contributed by a Partner to the Partnership shall be the gross
                  fair  market  value  of  such  asset  as   determined  by  the
                  contributing Partner and the General Partner.

                           (ii) The Gross Asset Value of all Partnership  assets
                  shall be adjusted to equal their  respective gross fair market
                  values, as determined by the General Partner and a Majority-in
                  Interest of the Limited  Partners as of the  following  times:
                  (a)  the   acquisition  of  an  additional   interest  in  the
                  Partnership  by any new or existing  Partner in exchange for a
                  Capital   Contribution  that  is  not  de  minimis;   (b)  the
                  distribution  by the  Partnership  to a Partner of partnership
                  property  that  is  not de  minimis  as  consideration  for an
                  interest in the  Partnership;  and (c) the  liquidation of the
                  Partnership within the meaning of Treasury  Regulation Section
                  1.704-1(b)(2)(ii)(g);

                           (iii) The Gross Asset Value of any Partnership  asset
                  distributed  to any  Partner  shall be the gross  fair  market
                  value of such asset on the date of distribution;

                           (iv) The Gross  Asset  Value of a  Partnership  asset
                  shall be increased (or  decreased) to reflect any  adjustments
                  to the adjusted basis of such assets  pursuant to Code Section
                  732(d),  Code Section 734(b) or Code Section 743(b),  but only
                  to the extent that such  adjustments are taken into account in
                  determining  Capital Accounts pursuant to Treasury  Regulation
                  Section  1.704-1(b)(2)(iv)(m)  and Section  4.2(d);  provided,
                  however,  that  Gross  Asset  Values  shall  not  be  adjusted
                  pursuant to this subparagraph (iv) to the extent an adjustment
                  pursuant to subparagraph  (ii) of this subsection is necessary
                  in connection with a transaction  that would otherwise  result
                  in an adjustment pursuant to this subparagraph (iv); and



<PAGE>


                           (v) The Gross Asset Value of an asset  determined  or
                  adjusted  pursuant to this Section 1.1(o) shall be adjusted by
                  the Depreciation taken into account with respect to such asset
                  for purposes of computing profits and losses.

                  (q) Gross Revenues.  All receipts of the  Partnership  arising
         from the operation of the  Partnership  other than Cash From Financings
         or Refinancings or proceeds from the sale of all or  substantially  all
         of the assets of the Partnership.

                  (r) Interim  Capital  Transaction.  Any insurance award (other
         than for  substantially  the  complete  destruction  of the  Property),
         partial  condemnation,  sale of  easements,  rights-of-way  or  similar
         interest  in the  Property  or sale of a  portion  of the  Property  or
         interest therein and any similar  transaction  which in accordance with
         generally accepted  accounting  practices,  are attributable to capital
         but which do not result in the dissolution of the Partnership.

                  (s)      INTENTIONALLY DELETED.

                  (t)      INTENTIONALLY DELETED.

                  (u) Limited Partners.The persons listed as Limited Partners on
         Schedule  A  hereto  and  any  other  person  who  is  admitted  to the
         Partnership as a limited partner pursuant to Section 8.1(d).

                  (v)  Majority-in-Interest  of the  Limited  Partners.  Limited
         Partners whose total Capital  Contributions  equal or exceed 51% of the
         total Capital Contributions made by all Limited Partners.

                  (w)      Non-Delinquent Partners. A Partner who is not then a
         Delinquent Partner.

                  (x) Nonrecourse  Deductions.  Deductions in an amount and of a
         type  described  in  Treasury   Regulations   Section   1.704-2(c)  and
         2(j)(1)(ii), or any successor provisions.



<PAGE>


                  (y) Operating Cash. For each taxable year of the  Partnership,
         an amount equal to (i) all cash receipts of the  Partnership  plus (ii)
         liquidations  of reserves  during such  taxable year in excess of those
         required  to  pay  for  any  working   capital   needs,   improvements,
         replacements  or any other  contingencies  for which the reserves  were
         created,  minus (iii)  Capital  Contributions  made to the  Partnership
         during such taxable year, minus (iv) any amounts  considered  necessary
         by the  General  Partner for the  payment of debts,  including  but not
         limited to the Partnership Loan  (hereinafter  defined),  minus (v) the
         amounts  considered  reasonably  appropriate by the General  Partner to
         provide  reserves or working capital needs,  funds for  improvements or
         replacements   or  any  other   contingencies,   minus  (vi)  the  cash
         expenditures and expenses of the Partnership  during such taxable year,
         minus (vii) Cash From Financings or Refinancings, minus (viii) proceeds
         from sale of all or substantially all of the assets of the Partnership.

                  (z)      Partner.  Any General Partner or Limited Partner.

                  (aa)     Partner  Nonrecourse  Debt.  Debt of a type defined
         in Treasury  Regulation  Section  1.704-2(b)(4),  or any
         successor provision.

                  (ab)     Partner  Nonrecourse  Deductions.  Deductions of an
         amount and type described in Treasury Regulation Section
         1.704-2(i)(2) and (j)(1)(i).

                  (ac)     Partner  Nonrecourse  Minimum Gain.  With respect to
         each Partner  Nonrecourse  Debt, an amount equal to the
         partner nonrecourse minimum gain as determined in accordance with
         Treasury Regulation Section 1. 704-2(i)(3).

                  (ad)     Partnership.  The meaning specified in the Recitals.

                  (ae)  Partnership  Act. The Texas Revised Limited  Partnership
         Act, as amended from time to time,  or any successor  statute;  and any
         reference herein to any Section of such Partnership Act shall be deemed
         to include any amendment or successor to such Section.

                  (af)     Partnership  Minimum Gain. With respect to the
         Partnership,  the meaning set forth in Treasury  Regulations
         Sections 1.704-2(d) and (g)(3), or any successor provision.

                  (ag)     Person.  Any individual, partnership, corporation, 
         trust or other entity.

                  (ah)     Percentage Interest.  The meaning described in
         Section 2.6 (b).

                  (ai)     Quarterly Dates.  The last day of each March, June, 
         September and December of each year.



<PAGE>


                  (aj) Specified Default. (i) The breach of a material provision
         of  this  Agreement,  (ii)  the  breach  of a  fiduciary  duty  to  the
         Partnership or the Partners (not including  matters solely  relating to
         competence in performance of duties),  (iii) the conviction of a felony
         (which  shall be deemed to include an admission of guilty or plea of no
         contest), (iv) an act of bankruptcy, insolvency or similar event by the
         General  Partner,  or (v) the  General  Partner  becomes  a  Delinquent
         Partner  by  reason  of  its   failure  to  make   additional   Capital
         Contributions to the Partnership,  and such failure is not cured within
         thirty (30) days after written  notice  thereof is given to the General
         Partner by any of the other Partners. A "bankruptcy" shall be deemed to
         occur when the  General  Partner  files a petition  in  bankruptcy,  or
         voluntarily  takes advantage of any bankruptcy or insolvency law, or is
         adjudicated as bankrupt,  or if a petition or answer is filed proposing
         the  adjudication  of the General  Partner as bankrupt  and the General
         Partner  either  consents  to the filing  thereof or such  petition  or
         answer is not  discharged  or denied prior to the  expiration of ninety
         (90) days from the date of such  filing,  and the  "insolvency"  of the
         General Partner shall be deemed to occur when the assets of the General
         Partner are insufficient to pay its liabilities  generally as they come
         due and it shall so admit in writing.

                  (ak)     Substitute  Limited Partner.  Any Person admitted to
         the  Partnership as a Limited Partner  pursuant to the provisions of
         Section 8.1(d).

                  (al) Transfer. The mortgage, pledge, hypothecation,  transfer,
         sale,  assignment  or  other  disposition  of  any  part  or all of any
         interest in the Partnership,  whether voluntary, by operation of law or
         otherwise.

                  (am)     Treasury  Regulations.  The income tax regulations 
         promulgated  under the Code, as such  regulations may be amended by
         succeeding regulations.


                                   ARTICLE II

                                 THE PARTNERSHIP

         Section 2.1 Continuation; Duration.

                  (a) The General  Partner  and the  Limited  Partners do hereby
         continue the Partnership  under the name of Today Green Oaks, L.P. (the
         "Partnership")  pursuant to the provisions of the Partnership  Act. The
         General  Partner may take such further actions as it may deem necessary
         or proper to permit the  Partnership  to conduct  business as a limited
         partnership  in  such  other   jurisdictions  as  may  be  required  by
         applicable law.

                  (b) The term of the  Partnership  shall expire on December 31,
         2013, unless sooner terminated in accordance with this Agreement.

         Section 2.2 Name.  The business of the  Partnership  shall be conducted
under the name and style of "Today Green Oaks, L.P." or such other trade name or
names as the General Partner may from time to time designate.



<PAGE>


         Section 2.3 Purpose and Powers of the Partnership.  The Partners desire
to continue the  Partnership  for the purpose of purchasing,  holding and owning
the Property.  The Partnership  shall have the power and authority to accomplish
its stated  purpose.  Except as provided in Section  2.3, and unless the General
Partner and all the Limited Partners  consent,  the Partnership shall not engage
in any other business or activity.

         The Partnership shall:

         (a)      maintain books and records separate from any other Person;
         (b)      not commingle assets with those of any other Person;
         (c)      conduct its own business in its own name;
         (d)      maintain separate financial statements;
         (e)      pay its own liabilities out of its own funds;
         (f)      observe all partnership formalities;
         (g)      maintain an arm's length relationship with its Affiliates;
         (h)      pay the salaries of its own employees;
         (i)      not  guarantee or become  obligated for the debts of any other
                  Person or hold out its  credit as being  available  to satisfy
                  the obligations of others;
         (j) allocate  fairly and  reasonably  any  overhead  for shared  office
         space;  (k) use  separate  stationary,  invoices,  and checks;  (l) not
         pledge  its assets for the  benefit of any other  Person;  and (m) hold
         itself out as a separate entity.

         Section 2.4       Registered Office; Agent for Service of Process;
                           Principal Place of Business.

                  (a) The registered  office and principal  place of business of
         the  Partnership  within  the State of Texas  shall be  maintained  and
         located at 17400 Dallas Parkway,  Suite 216, Dallas, Texas 75287, or at
         such other  location or locations as the General  Partner may determine
         from time to time.

                  (b) The Partnership's agent for service of process as required
         by the  Partnership  Act shall be Edward M.  Fishman  and such  agent's
         address in the State of Texas is 8117 Preston Road,  Suite 440, Dallas,
         Texas  75225.  The General  Partner may,  from time to time,  designate
         other  persons to be the agent for  service  of process by naming  such
         person in a  statement  filed with the  Secretary  of State of Texas as
         required by the Partnership Act.

         Section  2.5  Capital  Contributions.  Upon or prior  to the  execution
hereof,  the  Partners  either  have  contributed  or  shall  contribute  to the
Partnership cash in the amounts and by the means indicated on Schedule A hereto,
which  amounts,  when so  contributed,  shall  constitute  the  initial  Capital
Accounts of the Partners. Except as provided in Section 2.6, no Partner shall be
required to make any additional contributions to the capital of the Partnership.



<PAGE>


         Section 2.6 Additional Capital  Contributions.  The Partners shall have
no obligation to make any further advances as Capital Contributions or otherwise
other than as hereinafter set forth in this Section 2.6.

                  (a) In the  event  that at any time (or from time to time) the
         costs,  expenses or charges with respect to the  ownership,  operation,
         development,  maintenance and upkeep of the Property, including but not
         limited to, ad valorem taxes,  debt  amortization  (including  interest
         payments),  insurance premiums, repairs, costs of capital improvements,
         advertising  expense,   professional  fees,  wages  and  utility  costs
         (collectively, "Expenses"), exceed the income, if any, derived from the
         Property and the proceeds of any loans made to the  Partnership for the
         acquisition  or  development  of the Property (such excess being herein
         referred to as the  "Deficit"),  the General  Partner may request  that
         each Partner  contribute  additional capital to the Partnership to fund
         such Deficit.

                  (b) If the General  Partner  determines  that it will  request
         additional Capital Contributions from the Partners, the General Partner
         shall  prepare a written  statement  containing a  reasonably  detailed
         breakdown of the  expenses  that result in such Deficit and a statement
         of the sum of money required from the Partnership to defray such excess
         Expenses.  The  Partnership  may estimate the cash  requirements  for a
         period of ninety  (90) days in  advance,  provided  that such  estimate
         shall not exceed the amount  determined  by the General  Partner in the
         exercise of reasonable business judgement to be necessary to defray the
         excess Expenses for which the Capital  Contributions are required.  The
         General  Partner shall send to each Partner a written notice of capital
         call which shall specify the amount of additional Capital Contributions
         requested  from each  Partner,  which  shall  equal the product of such
         Partner's  Percentage Interest and the aggregate Capital  Contributions
         so  requested.  Each  Partner  shall have a period of fifteen (15) days
         after such notice is received to pay to the Partnership,  in the manner
         indicated  in the  capital  call,  the  amount  of  additional  Capital
         Contribution  required.  A Partner's  "Percentage  Interest" shall mean
         said  Partner's  interest  in  profits,   losses  and  capital  of  the
         Partnership,  and shall be initially  equal to the Percentage  Interest
         for said Partner reflected on Schedule A.

                  (c) In the event that any  Partner  fails to make any  Capital
         Contribution  for which a capital  call has been made  pursuant to this
         Section 2.6 within the time  specified,  the Partner so failing to make
         such Capital  Contribution  shall be a  "Delinquent  Partner",  and the
         "Non-Delinquent Partners", as defined in Section 1.1(w), shall have the
         right to exercise the relevant  remedies set forth in Article X at such
         time.

                  (d) No Limited  Partner  shall be  obligated to restore to the
         Partnership any deficit balance in its Capital Account. See Section 5.3
         hereof.



<PAGE>


         Section 2.7 Withdrawal; Loans. No Partner shall be entitled to withdraw
from the  Partnership  or  become  entitled  to a return of any  portion  of its
Capital Account or to receive any Distributions from the Partnership,  except as
specifically  provided herein. No loan or advance made to the Partnership by any
Partner shall constitute Capital Contribution.


                                   ARTICLE III

                      RIGHTS, POWERS AND DUTIES OF PARTNERS

         Section 3.1 Rights,  Powers and Duties of the General  Partner.  During
the continuance of this  Partnership,  the rights and liabilities of the General
Partner shall be as follows:

                  (a) The General Partner shall manage the Partnership  business
         and shall, on behalf and in the name of the Partnership,  carry out the
         purposes  of the  Partnership  and  perform  all acts and  perform  all
         contracts  and other  undertakings  which are necessary or advisable or
         incidental to the business of the Partnership.

                  (b) Without  limitation  of the powers of the General  Partner
         described in subparagraph (a) above, the General Partner acting for, in
         the name and on behalf of, the Partnership, is hereby authorized:

                           (i)      INTENTIONALLY DELETED;

                           (ii)  to  acquire  the  Property  and to  acquire  by
                  purchase other property which may be necessary,  convenient or
                  incidental  to  the  accomplishment  of  the  purposes  of the
                  Partnership,  to lease or  otherwise  deal with any such other
                  property, and to sell, assign or transfer same;

                           (iii) to borrow in the name of the  Partnership on an
                  unsecured  basis other  amounts not to exceed  $50,000 and the
                  terms of such  indebtedness  are comparable to terms available
                  for similar  financing by  non-affiliated  third party lenders
                  (and it is agreed  that  subject to Section 3.2 the lender may
                  be a Partner or an Affiliate thereof),  and to issue evidences
                  of  indebtedness,   provided,   however,  in  all  cases  such
                  indebtedness  shall be incurred only in  furtherance of any or
                  all of the purposes of the Partnership;

                           (iv) to  borrow  in the name of the  Partnership  the
                  approximate  amount of $3,492,000.00 from First Union National
                  Bank of North Carolina secured by a first lien on the Property
                  ("Partnership  Loan") on such terms as the General Partner may
                  in its sole  discretion deem necessary and advisable on behalf
                  of the  Partnership,  and to  execute  any and  all  documents
                  necessary in connection with the Partnership Loan;



<PAGE>


                           (v) to enter into any kind of activity and to perform
                  and  carry  out  contracts  of any kind  necessary  to,  or in
                  connection  with, or incidental to the  accomplishment  of the
                  purposes of the Partnership;

                           (vi) to  employ,  engage,  retain  or deal  with  any
                  Persons, firms or corporations, including, without limitation,
                  any  Affiliate of any Partner  (subject to Section 3.2 hereof)
                  to act as agents,  managers,  or other service  personnel,  or
                  accountants,  lawyers or other  consultants;  without limiting
                  the generality of the foregoing,  the General Partner shall be
                  authorized  to  engage,  on behalf of the  Partnership,  Today
                  Management,  Inc. to act as servicing agent or manager for the
                  Partnership,  provided  that such  engagement is made on terms
                  consistent   with   prevailing   terms  available  in  similar
                  arms-length transactions;

                           (vii) to  establish,  maintain,  deposit  into,  sign
                  checks or otherwise  draw upon  Partnership  bank accounts and
                  execute or accept any instrument or agreement  incident to the
                  Partnership  business  and in  furtherance  of  its  purposes;
                  without limiting the foregoing,  the General Partner may cause
                  cash funds of the Partnership to be deposited in bank accounts
                  selected by the General Partner;

                           (viii) to procure and maintain such  insurance as may
                  be available  in such  amounts and covering  such risks as are
                  deemed appropriate by the General Partner;

                           (ix) to bring or defend,  pay,  collect,  compromise,
                  arbitrate,  resort to legal action, or otherwise adjust claims
                  or demands of or against the Partnership;

                           (x) to  prepare  or have  prepared  and  file all tax
                  returns  for the  Partnership  (but  not the  tax  returns  or
                  information  returns of the individual  Partners) and make all
                  tax elections under the Code, or any successor  thereto as the
                  General Partner shall, in its sole  discretion,  deem to be in
                  the best interest of the Partners; or

                           (xi) by written  instrument,  to  authorize a Partner
                  who is not a  General  Partner  to  take  any  action  (and to
                  exercise his discretion in so doing) that the General  Partner
                  could take hereunder with respect to the matters  described in
                  Sections  3.1(b)(i) through (v);  provided,  however that such
                  authorization  shall be limited to one transaction or a series
                  of transactions described in such authorization.



<PAGE>


                  (c) The  General  Partner  is  hereby  designated  as the "tax
         matters  partner" of the  Partnership for all purposes of the Code. All
         Partners consent to such designation and agree to take any such further
         action as may be required by regulation or otherwise to effectuate such
         designation.  All  expenses  incurred  by the  General  Partner  in its
         fulfillment  of these  capacities  shall be  reimbursed  to the General
         Partner by the Partnership.

                  (d) The General Partner shall devote to the  Partnership  such
         time as may be necessary  for the proper  performance  of its duties as
         set forth  herein.  No provision of this  Agreement  shall  require the
         officers,  directors,  shareholders or other  Affiliates of the General
         Partner to devote his or her full time activities to the conduct of the
         affairs  of the  Partnership  or limit his or her  activities  in other
         business activities.  The General Partner shall not engage in any other
         business or activity other than as general partner of the  Partnership.
         The Partners  understand  that  Affiliates  of the General  Partner own
         other similar  properties in the area of the Property which compete for
         tenants.  As a result certain conflicts could arise under circumstances
         where an existing  tenant  moves or a  potential  tenant is directed to
         another property owned by Affiliates of the General Partner. Affiliates
         of the General Partner may engage in any other business ventures of any
         kind,  nature or description,  including real estate ventures which may
         compete with the Partnership.

                  (e) The General  Partner may at any time call a meeting of the
         Partners  or for a vote of the  Partners  without a meeting  on matters
         with respect to which they are required or permitted to vote or consent
         to,  and shall  call for such  meeting  or vote  following  receipt  of
         written  request  therefor from a  Majority-in-Interest  of the Limited
         Partners.  The General Partner shall notify all Partners as to the time
         and place of the Partnership meeting, if called, and the general nature
         of the  business to be  transacted  thereat,  or if no such meeting has
         been  called,  of the  matter or  matters to be voted upon and the date
         upon which the vote will be counted.  Actions taken by consent shall be
         effective  if in  writing  and signed by  Partners  having the power to
         approve  such actions by vote at a meeting of the  Partners;  provided,
         however, that notice of taking such action by consent shall promptly be
         given to all Limited  Partners who have not consented.  All expenses of
         the voting and such notification shall be borne by the Partnership.

         Section 3.2 Contracts and Loans with  Affiliates.  The General  Partner
may contract on behalf of the  Partnership  with  Affiliates  of any Partner for
management,  brokerage  or other  services  without  the  consent of the Limited
Partners and may compensate such Persons for their  services,  provided that the
material terms of all such contracts and/or such  compensation are comparable to
the material terms of contracts and/or  compensation  charged by  non-affiliated
third  parties for similar  services.  The General  Partner may obtain  loans on
behalf of the  Partnership  from any Partner and/or any Affiliate of any Partner
without the consent of the Limited  Partners,  provided such loans have material
terms which are  comparable  to terms for  similar  financing  available  to the
Partnership from non-affiliated third parties.



<PAGE>


         Section 3.3  Restrictions and Limitations on Limited  Partners.  During
the continuance of this Partnership,  the Limited Partners shall take no part in
the conduct or control of the Partnership  business,  other than as specifically
requested by the General Partner, shall have no authority or power to act for or
to bind the Partnership,  shall be liable only to make Capital  Contributions in
accordance  with the provision  hereof,  shall not be required to lend any other
funds to the  Partnership,  and shall not be liable for the debts,  liabilities,
contracts or any other  obligations  of the  Partnership.  The Limited  Partners
shall have no rights  other than those  provided  for herein or in any  separate
written  agreement  to which the General  Partner and the Limited  Partners  are
bound,  or those  granted by law which are not  inconsistent  with any provision
hereof.

         Section 3.4 Appointment of Substitute or Additional General Partner.

                  (a) In the event the  Limited  Partners  appoint a  substitute
         General  Partner  pursuant  to the  provisions  of Section  9.1 of this
         Agreement,  such  substitute  General  Partner shall  contribute to the
         capital of the  Partnership  the sum of $1,000 which shall entitle such
         General Partner to a one percent interest in Partnership allocations of
         income and loss and  Distributions  accruing  subsequent to the date of
         contribution  and the  allocations  and  Distributions  to  each  other
         Partner shall be reduced,  pro rata,  by one percent in the  aggregate.
         The  allocations of profits and losses and the  Distributions  provided
         for in Articles IV and V hereof  shall be made to the  Partners,  other
         than  the  appointed   General  Partner,   after  the  allocations  and
         Distributions are made to such appointed General Partner.

                  (b) If a substitute  General Partner is appointed  pursuant to
         the provisions of Section  8.1(a).  such General Partner shall have all
         the rights, powers and duties as set forth in Section 3.1.

         Section 3.5 Unanimous Consent

         The consent of all of the  Partners  shall be required in order to: (a)
         file  a  bankruptcy  or  insolvency  petition  or  otherwise  institute
         insolvency proceedings; (b) dissolve, liquidate,  consolidate, merge or
         sell all or  substantially  all of the assets of the  Partnership;  (c)
         engage in any other business activity; and (d) amend this Agreement.


                                   ARTICLE IV

                                   ALLOCATIONS



<PAGE>


         Section 4.1 Allocations for Capital Account  Purposes.  For purposes of
maintaining Capital Accounts and in determining the rights of the Partners among
themselves,  the Partnership's items of income, gain and loss shall be allocated
as follows and in the  following  order of priority  (after giving effect to all
Capital Account  adjustments  attributable to contributions and distributions of
cash and property made during such fiscal year):

                  (a) Basic Allocation  Principle.  After making all allocations
         listed below,  items of Partnership  income,  deduction,  gain and loss
         shall  be  allocated  to  the  Partners  in   proportion  to  the  cash
         distributions  to each such Partner under Sections  5.1(a)(i) and (ii).
         Notwithstanding the foregoing,  for any year in which substantially all
         of the assets of the  Partnership  are sold or the Partnership is wound
         up, any remaining items of income,  gain and loss shall be allocated to
         the Partners so as to cause the  Partners'  Capital  Accounts to be, as
         nearly as  possible,  equal to the  amounts to be  distributed  to each
         Partner under Section 5.2.

                  (b)  Minimum  Gain  Chargebacks.   Notwithstanding  any  other
         provision of this Article IV, if there is a net decrease in Partnership
         Minimum  Gain or in any  Partner  Nonrecourse  Minimum  Gain during any
         fiscal year or other  period,  prior to any other  allocation  pursuant
         hereto,  each Partner shall be specially allocated items of Partnership
         income and gain for such year (and, if necessary,  subsequent years) in
         an  amount  and  manner  required  by  Treasury   Regulation   Sections
         1.704-2(f) or 1.704-2(i)(4) or any successor  provisions.  The items to
         be so  allocated  shall  be  determined  in  accordance  with  Treasury
         Regulation Section 1.704-2(j)(2) or any successor provision.

                  (c)  Qualified  Income  Offset.  Any Partner who  unexpectedly
         receives  an  adjustment,   allocation  or  distribution  described  in
         Treasury Regulation Section  1.704-1(b)(2)(ii)(d)(4),  (5) or (6) which
         causes or  increases a negative  balance in his or its Capital  Account
         shall be  allocated  items of income and gain  sufficient  to eliminate
         such  increase  or  negative  balance  caused  thereby,  as  quickly as
         possible, to the extent required by such Treasury regulation. It is the
         intention of the parties that this  allocation  provision  constitute a
         "qualified  income  offset"  within the meaning of Treasury  Regulation
         Section 1.704-1(b)(2)(ii)(d).

                  (d) Partner  Nonrecourse  Deductions.  Any Partner Nonrecourse
         Deductions  for any fiscal year or other  period  shall be allocated to
         the Partner that made,  guaranteed or otherwise bears the economic risk
         of loss with  respect  to the loan to which  such  Partner  Nonrecourse
         Deductions  are   attributable  in  accordance  with  principles  under
         Treasury Regulation Section 1.704-2(i) or any successor provision.

                  (e) Nonrecourse Deductions. Any Nonrecourse Deductions for any
         fiscal  year or other  period  shall be  allocated  to the  Partners in
         proportion to their Percentage Interests.


<PAGE>


                  (f) Section  704(c)  Compliance.  In  accordance  with Section
         704(c) of the Code and the applicable Treasury Regulations  thereunder,
         income,  gain,  loss,  deduction and tax  depreciation and amortization
         with  respect  to  any  property  contributed  to  the  capital  of the
         Partnership,  or with respect to any  property  which has a Gross Asset
         Value different than its adjusted tax basis,  shall, solely for federal
         income tax purposes, be allocated among the Partners so as to take into
         account any  variation  between the adjusted tax basis of such property
         to the Partnership and the Gross Asset Value of such property.

                  (g)   Curative   Allocations.   To   minimize   any   economic
         distortions,  special allocations  pursuant to Sections 4.1(b),  4.1(c)
         and  4.1(d)  shall  be  taken  into  account  in  computing  subsequent
         allocations  of income,  gain and loss pursuant to this Section 4.1, so
         that the net amount of income,  gain and loss allocated to each Partner
         pursuant to this Section 4.1 shall, to the extent possible, be equal to
         the net  amount  that would have been  allocated  to each such  Partner
         pursuant  to this  Section  4.1 if  such  special  allocations  had not
         occurred.

                  (h) Basis  Adjustments.  To the  extent an  adjustment  to the
         adjusted tax basis of any  Partnership  asset  pursuant to Code Section
         732(d),  734 or 743 is required to be taken into account in determining
         Capital   Accounts   pursuant   to   Treasury    Regulations    Section
         1.704-1(b)(2)(iv)(m),  the  amount of such  adjustment  to the  Capital
         Accounts  shall  be  treated  as an  item of  gain  (if the  adjustment
         increases the basis of the asset) or loss (if the adjustment  decreases
         such basis) and such gain or loss shall be  specially  allocated to the
         General  Partner and Limited  Partners in a manner  consistent with the
         manner in which  their  Capital  Accounts  are  required to be adjusted
         pursuant to such Section of the Treasury Regulations.

                  (i) Minimum General Partner Share. Notwithstanding anything in
         this  Article  IV,  for  each  fiscal  year (or  part  thereof)  of the
         Partnership,  not less than one  percent  (1%) of the income or loss of
         the  Partnership  shall,  in all events,  be  allocated  to the General
         Partner pursuant to this Article IV.

         Section 4.2  Allocations  Among  Partners.  Profits and losses that are
allocated  to the  Partners  shall be allocated  among the  Partners,  pro rata,
according to their relative Percentage Interests, subject to adjustment pursuant
to Section 10.1 (relating to failures to make additional Capital Contributions).

                                    ARTICLE V

                                  DISTRIBUTIONS



<PAGE>


         Section 5.1  Non-Liquidating  Distributions.  The General Partner shall
make  Distributions to each Partner who was a Partner during a fiscal quarter of
the Partnership as soon as reasonably practical,  but not later than thirty (30)
days after the end of such quarter, in an amount equal to the Cash Available for
Distribution.  Such  Distribution  shall be made to the  Partners  on a pro rata
basis  according to their  respective  Percentage  Interests at the date of such
Distribution.

         Section 5.2  Distribution  Upon  Refinance.  Upon the  refinance of the
Property,  the Cash Available for Distributions shall be made to the Partners on
a pro rata basis.

         Section 5.3 Distributions Upon Dissolution. Upon the dissolution of the
Partnership  pursuant to Section  9.1,  the assets of the  Partnership  shall be
distributed  to the Partners on a pro rata basis  according to their  respective
Percentage  Interests at the date of dissolution.  To the extent consistent with
the foregoing,  such distributions  shall be made in proportion to the Partners'
positive   Capital   Accounts   (after  giving  effect  to  all   contributions,
Distributions, allocations and other Capital Account adjustments for all taxable
years,  including the year during which such  liquidation  occurs) in compliance
with Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2).  Such assets shall be
distributed on the basis of the fair market value thereof  (without  taking Code
Section 7701(g) into account),  and any Partner entitled to any interest in such
assets shall receive such interest therein as a tenant-in-common  with all other
Partners so entitled.  The fair market value of such assets shall be  determined
in the manner set forth in Section 6.3.

         Section 5.4  Restoration  of Limited  Partners'  Capital  Accounts.  No
Limited  Partner  shall ever be required to contribute  to the  Partnership  the
amount necessary to restore his Capital Account balance to zero.

         Section 5.5  Distributions to Limited Partners.  Distributions  made to
the  Limited  Partners  shall be made  among  the  Limited  Partners,  pro rata,
according  to  their  relative  Capital  Contributions,  subject  to  adjustment
pursuant  to  Section  10.1  (relating  to failure  to make  additional  Capital
Contributions).


                                   ARTICLE VI

           BOOKS AND RECORDS ACCOUNTING TAX ELECTIONS APPRAISALS ETC.

         Section 6.1 Tax Status And Reports; Tax Elections.

                  (a) The General  Partner shall prepare or cause to be prepared
         all tax returns and  statements,  if any, which must be filed on behalf
         of the Partnership with any taxing authority.

                  (b)  The  General  Partner  shall,  in  its  sole  discretion,
         determine whether to make any available  election pursuant to the Code,
         including,  but not limited to, the elections  under Code Sections 108,
         168, 709, 734, 743, 754 and 1017.


<PAGE>


         Section 6.2 Accounting.

                  (a) The initial tax year of the Partnership shall end December
         31, 1995 and  thereafter  the tax year shall end on December 31 of each
         year,  unless a change to a different  tax year is  mandated  under the
         Code.

                  (b) The books of accounts of the Partnership shall be kept and
         maintained at all times at the place or places  approved by the General
         Partner. The books of accounts shall be maintained on the method of tax
         accounting selected by the General Partner.

                  (c) Each Partner shall have the right at all reasonable times,
         upon twenty-four hours' written notice, during the usual business hours
         to audit,  examine  and make  copies of or  extracts  from the books of
         account of the  Partnership.  Such right may be  exercised  through any
         agent or employee of such Partner or by an independent certified public
         accountant  designated  by such  Partner.  Each Partner  shall bear all
         expenses incurred in any examination made for such Partner's account.

         Section 6.3  Determination  of Fair Market Value. The fair market value
of an interest  in the  Partnership  for  purposes  of this  Agreement  shall be
determined  by the  General  Partner and a  Majority-in-Interest  of the Limited
Partners.  If the  General  Partner  and a  Majority-in-Interest  of the Limited
Partners agree upon a fair market value for an interest in the Partnership,  the
fair market  value  shall be as so agreed.  If,  within  thirty (30) days of the
event which requires that the fair market value of the  Partnership  interest be
determined,  the  General  Partner  and a  Majority-in-interest  of the  limited
Partners fail to agree as to the fair market value of the  Partnership  Interest
or fail to agree upon an appraiser to determine such fair market value, then the
fair market value of an interest in the Partnership  shall be determined by such
other means as the General  Partner  and a  Majority-in-Interest  of the Limited
Partners shall determine.

                                   ARTICLE VII

                                 INDEMNIFICATION

         Section 7.1 Indemnification.



<PAGE>


                  (a) The General Partner  (which,  for purposes of this Article
         VII shall be deemed to include the General  Partner and its successors,
         permitted  assigns,  employees,  officers,  partners,  shareholders  of
         corporate  partners,  directors,  agents and  Affiliates)  shall not be
         liable,  responsible  or  accountable in damages or otherwise to any of
         the  Partners  for any loss or  damage  incurred  by reason of a act or
         omission   performed  or  omitted  in  good  faith  on  behalf  of  the
         Partnership and in a manner reasonably  believed by the General Partner
         to be (i) within  the scope of the  authority  granted  to the  General
         Partner  by  this  Agreement  or  (ii)  in the  best  interests  of the
         Partnership.  The  Partnership  shall  indemnify  and save harmless the
         General Partner from any liability, loss, damage or expense incurred by
         the General Partner by reason of any such act or omission, except where
         such act or omission is attributable to the willful  misconduct,  gross
         negligence or bad faith on the part of the General  Partner;  provided,
         however,  that  the  satisfaction  of  any  indemnification  or  saving
         harmless  shall be made from and shall be limited to the  Partnership's
         assets and no  Partner  shall have any  personal  liability  on account
         thereof.

                  (b) The Partnership  shall indemnify and save harmless each of
         the  Limited  Partners  from any  liability,  loss,  damage or  expense
         incurred by any Limited Partner by reason of any action,  proceeding or
         claim brought against a Limited Partner arising out of or in connection
         with the business and  operation of the  Partnership  except where such
         action,  proceeding or claim is based upon or  attributable  to (i) the
         willful  misconduct,  gross  negligence  or bad  faith  of the  Limited
         Partner  seeking  indemnity  or (ii) the taking of any  actions by such
         Limited  Partner in violation of or exceeding the authority  granted by
         Section  3.3;   provided,   however,   that  the  satisfaction  of  any
         indemnification  or  saving  harmless  shall be made  from and shall be
         limited  to the  Partnership's  assets  and no  Partner  shall have any
         personal liability on account thereof.

                  (c)   Notwithstanding   the   foregoing   (a)  and  (b),   the
         Partnership's   obligation   to   indemnify  a  Partner  (i)  is  fully
         subordinated  to the  Partnership's  obligations  and  payments  on the
         Partnership  Loan and (ii) shall not  constitute  a claim  against  the
         Partnership  if  cash  flow  after  paying  the  Partnership   Loan  is
         insufficient to pay such indemnity.

                                  ARTICLE VIII

                    TRANSFERABILITY OF PARTNERSHIP INTERESTS
                         WITHDRAWAL AND RELATED MATTERS

         Section 8.1 Transferability of Partnership Interests; Withdrawal.

                           (a) (i) In the event the  General  Partner  commits a
                  Specified  Default,  other than a Specified Default defined in
                  Section 1.1(aj)(v) of this Agreement, the Majority-in-Interest
                  of the Limited  Partners shall have the following rights which
                  may be exercised singularly or cumulatively:

                                    (A)  Remove  the  General   Partner  as  the
                           general  partner of the  Partnership,  in which event
                           the  general  partnership  interest  of  the  General
                           Partner  shall he converted to a limited  partnership
                           interest  entitled to  allocations of profit and loss
                           and   Distributions  in  proportion  to  the  General
                           Partner's Percentage Interest;



<PAGE>


                                    (B)  Exercise  any other  rights or remedies
                           afforded  by law or  equity,  including  causing  the
                           dissolution  of the  Partnership  in accordance  with
                           Section 9.1.

                           (ii) In the  event  the  General  Partner  commits  a
                  Specified Default defined in Section  1.1(aj)(v)  hereof,  the
                  Majority-in-Interest  of the Limited  Partners  shall have the
                  following   rights  which  may  be  exercised   singularly  or
                  cumulatively:

                                    (A)  Remove  the  General   Partner  as  the
                           general  partner of the  Partnership,  in which event
                           the  general  partnership  interest  of  the  General
                           Partner  shall be converted to a limited  partnership
                           interest,  and such interest  shall be subject to the
                           provisions of Article X hereof; and/or

                                    (B)  Exercise  any other  rights or remedies
                           afforded  by law or  equity,  including  causing  the
                           dissolution  of the  Partnership  in accordance  with
                           Section 9.1.

                  (b) Notwithstanding the foregoing, the General Partner may not
         be removed  unless (i) another  Partner shall give the General  Partner
         written  notice of the alleged  grounds for removal for cause,  (ii) in
         the case of  events  described  in  subsection  (i) or (ii) of  Section
         1.1(aj) hereof,  the General  Partner shall fail,  after the receipt of
         such  notice,  to cure the cause for removal  promptly and in any event
         within thirty (30) calendar days after such written notice, or when the
         cure for such cause for  removal  would  reasonably  require  more than
         thirty (30) calendar days to complete,  if the General Partner fails to
         commence  to cure such  cause for  removal  promptly,  and in any event
         within  said  thirty  (30)  calendar  day  period,  and  thereafter  to
         diligently  prosecute  the same to  completion,  and (iii) a substitute
         General Partner satisfying the requirements of Section 1.1 (o) shall be
         appointed.

                  (c) If the General Partner is removed from the Partnership, it
         shall be liable for all of its obligations  and  liabilities  hereunder
         incurred or acquired prior to the date of withdrawal and for any damage
         arising  out of any  breach  of  this  Agreement  (excluding,  however,
         obligations  arising  under  Section 2.6 hereof,  the  remedies for the
         breach of which are set forth in Section  10.1).  The  Partnership  may
         recover  from the General  Partner  withdrawing  in  violation  of this
         Agreement  damages for breach of this  Agreement and offset the damages
         against the amount  otherwise  distributable  to the General Partner or
         payable to the General  Partner as the  purchase  price for the General
         Partner's Partnership interest.



<PAGE>


                  (d) No Transfer of all or part of a Partner's  interest in the
         Partnership may be effected except as permitted in this Section 8.1(d),
         and then only if a counterpart of the instrument of transfer,  executed
         and acknowledge by the parties hereto, is delivered to the Partnership.
         A permitted Transfer shall be effective as of the date specified in the
         instruments relating there to.

                           (i) The General  Partner  shall not withdraw from the
                  Partnership.  The General  Partner shall not transfer any part
                  or all of its  general  partnership  interest,  and no Partner
                  shall  Transfer  any  part or all of its  limited  partnership
                  interest  except  as  hereinafter   provided.   The  following
                  Transfers of a limited partnership interest are permitted:

                                    (A) The Transfer by a Partner of all or part
                           of its  limited  partnership  interest  to any person
                           with  the  consent  of  the  General  Partner  (which
                           consent  may  be  given  or  withheld  in  the  sole,
                           absolute  and  unfettered  discretion  of the General
                           Partner).

                                    (B) The Transfer by a Partner of all or part
                           of its limited partnership interest, whether on death
                           or inter vivos (in trust or otherwise), to or for the
                           benefit of an Affiliate of such Partner.

                                    (C) Any Transfer of the limited  partnership
                           interest  of a deceased or  incapacitated  Partner to
                           his executors, administrator or legal representatives
                           or by any of such persons to accomplish  any transfer
                           described under  subparagraph  (B) above (and as used
                           in this Section  8.1(d),  "transferee"  shall include
                           such Persons).  However, (x) the effectiveness of any
                           of  the   aforesaid   permitted   Transfers   may  be
                           conditioned,   in  the   discretion  of  the  General
                           Partner,  upon  receipt  by  the  Partnership  of  an
                           opinion  (the  cost of  which  shall  be borne by the
                           transferor),  satisfactory  in form and  substance to
                           the  General   Partner,   to  the  effect  that  such
                           transaction  will not violate the  Securities  Act of
                           1933 (the  "Securities  Act") or any other applicable
                           securities   laws,  and  (y)  no  Transfer  shall  be
                           permitted if, in the reasonable opinion of counsel to
                           the Partnership  (which may be secured by the General
                           Partner,  in its  discretion,  at the  expense of the
                           Partnership),  the Partnership's continued tax status
                           as a  partnership  for  Federal  income tax  purposes
                           would be jeopardized by such Transfer.

                           (ii) Notwithstanding anything herein to the contrary,
                  no Partner shall have the right to Transfer all or part of his
                  or its  Partnership  interest  to any  person  if  after  such
                  Transfer   either  the  Partner  (but  only  if  such  Partner
                  continues  to  hold an  interest  in the  Partnership)  or the
                  transferee would hold a Partnership  interest of less than one
                  percent (1%) in the Partnership.



<PAGE>


                           (iii)   Notwithstanding   anything   herein   to  the
                  contrary,  no Partner  shall have the right to Transfer all or
                  part of his or its  Partnership  interest if such  Transfer is
                  prohibited or would result in a default  under the  provisions
                  of any loan to the Partnership.

                           (iv) Except as  provided in Article X, no  transferee
                  of all or  part of the  limited  partnership  interest  of any
                  Partner  shall have the right to become a  substitute  Limited
                  Partner, unless:

                                    (A)     the transferee has stated such
                           intention in the instrument of assignment;

                                    (B)   the   transferee   has   executed   an
                           instrument  reasonably  satisfactory  to the  General
                           Partner   accepting   and   adopting  the  terms  and
                           provisions of this Agreement;

                                    (C) the  transferor to  transferee  has paid
                           any  reasonable   expense  in  connection   with  the
                           admission,  of the  transferee as a Limited  Partner;
                           and

                                    (D) in the case of an assignee or transferee
                           who is not otherwise a Partner,  the General  Partner
                           consents  to  such  Person's  becoming  a  substitute
                           Limited Partner (in the sole, absolute and unfettered
                           discretion of the General Partner).

                  Until an assignee of a limited  partnership  interest has been
                  admitted to the  Partnership as a substitute  Limited  Partner
                  pursuant to the provisions hereof, the assignor shall continue
                  to be recognized by the Partnership as a Limited Partner.

                           (v) If the General Partner should acquire an interest
                  as a Limited Partner,  the General Partner shall, with respect
                  to such  interest,  enjoy all of the rights,  obligations  and
                  duties of a Limited Partner to the extent of such interest.

         Section 8.2 Transfers  Causing a Partnership  Termination.  Without the
consent of the General Partner, no Partner shall transfer,  sell assign,  pledge
or  otherwise  dispose  of  any  portion  of  the  Partner's  interests  in  the
Partnership if a termination of the  Partnership  would result  pursuant to Code
Section 708(b)(1)(B).



<PAGE>


         Section 8.3  Distributions  and  Allocations  in Respect to Transferred
Interests.  If any  interest  in  the  Partnership  is  transferred  during  any
accounting  period in  compliance  with the  provisions  of this  Article  VIII,
profits,  losses,  each item  thereof  and all other items  attributable  to the
transferred Partnership interests for such period shall be divided and allocated
between the  transferor  and the transferee by taking into account their varying
interest  during the period in accordance  with Code Section  706(d),  using any
convention permitted by law and selected by the General Partner.

         Section  8.4  Pledge  of  Partnership  Interests.  Notwithstanding  any
provision of this  Agreement to the contrary,  each of the Partners shall pledge
his,  her or its  interests  in the  Partnership  to  secure  the  Partnership's
obligations  to one or more  lenders  at such  times  and upon  such  terms  and
conditions as the General  Partner may deem necessary in order to accomplish the
purposes  of the  Partnership.  No pledge  pursuant  to the  provisions  of this
Section 8.4 shall result in the Partner  ceasing to be, a Partner or  forfeiting
its power to exercise  any rights or powers as a Partner  until such time as any
secured party exercises its rights in the collateral.


                                   ARTICLE IX

                           DISSOLUTION AND WINDING UP

         Section 9.1 Dissolution.  The Partnership shall dissolve as follows:

                  (a)               Upon the expiration of the term of the
         Partnership;

                  (b)               Upon the sale or other disposition of all
         or substantially  all of the Partnership's  assets to any Person; and

                  (c)               By operation of law.

         Upon the removal of the last  remaining  General  Partner,  or upon the
death,  incompetency or dissolution of the last remaining  General Partner,  the
Partnership shall not dissolve,  and (i) the affected General Partner's interest
shall be automatically converted to a limited partnership interest, and (ii) the
other Partners shall by vote of a  Majority-in-Interest  of the Limited Partners
appoint a substitute  General  Partner within ninety (90) days of the occurrence
of such  event,  in  which  event  the  Partnership  shall be  reconstituted  in
accordance with Section 8.3 of the Partnership Act.

         Section 9.2 Winding Up.

                  (a) Upon a dissolution of the Partnership, the General Partner
         shall take full account of the Partnership's liabilities and assets and
         such assets  shall be  liquidated  as promptly  as is  consistent  with
         obtaining  the fair market  value  thereof and the  proceeds  therefrom
         shall be applied and distributed in the following order of priority:

                           (i)      To the payment and  discharge of all of the
                  Partnership's  debts and  liabilities  to  creditors,
                  including the Partnership Loan;


<PAGE>


                           (ii)     To the debts and liabilities to creditors
who are Partners;

                           (iii) To the establishment of any necessary  reserves
deemed appropriate by the General Partner; and

                           (iv) To the Partners in accordance with Section 5.2.

                  (b)  Notwithstanding  the  foregoing,  at the  election of the
         General  Partner,  the General Partner may, upon the dissolution of the
         Partnership,   distribute  the  Partnership's  liabilities  and  assets
         consisting of promissory  notes,  other evidences of  indebtedness  and
         other securities (and not assets,  tangible or intangible,  used in the
         operation of the business of the  Partnership)  to the Partners in kind
         in  lieu  of  liquidating  the  Partnership's  assets  as  provided  in
         subsection  (a)  of  this  Section,  provided  that  all  such  in-kind
         Distributions  are made to the  Partners  in  accordance  with  Section
         5.2(a).


                                    ARTICLE X

                     FAILURE TO MAKE REQUIRED CONTRIBUTIONS

         Section 10.1 Options of Non-Delinquent Partners. If any Limited Partner
fails to timely  contribute  all or any portion of any capital made  pursuant to
Section 2.6 hereof,  whenever  such capital call is made (such  Limited  Partner
being  hereinafter  referred  to as the  "Delinquent  Partner"),  then the other
Partners (the "Non-Delinquent Partners") at their option, at any time within the
ten (10) day period  following  the date of  default  and prior to the date such
default is cured, may loan all or a portion of the required  additional  capital
not paid by the  Delinquent  Partner to the  Partnership in which case said loan
shall be deemed to have been made on behalf of the Delinquent  Partner and shall
be  repaid to the  Non-Delinquent  Partners  who  contribute  (the  "Subscribing
Partners"),  together  with  interest on the unpaid  balance of such loan at the
NCNB Texas,  N.A. prime rate ("Prime Rate") plus two percent (2%) or the maximum
legal rate, if less,  out of the first  available  cash  distributions  from the
Partnership which would otherwise have been paid to said Delinquent  Partner and
said Delinquent  Partner shall not be entitled to receive any cash  distribution
from the Partnership until such loan and accrued interest has been paid in full.
Notwithstanding the foregoing,  if the Subscribing Partners have not been repaid
in full by the end of the sixth  (6th)  month  following  the date of such loan,
such  Subscribing  Partners  shall have the right to: (i)  pursue  legal  action
against  the  Delinquent  Partner to collect  any unpaid  loan in such event the
prevailing  party shall be entitled to recover its  attorney's  fees relating to
such legal action;  or (ii) convert the unpaid  portion of the loan, and accrued
interest thereon,  to an additional Capital  Contribution in accordance with the
provisions of Section 10.2.



<PAGE>


         Section  10.2  Additional  Contributions.  If all or any portion of the
required  Capital  Contributions  are not loaned to the Partnership on behalf of
the Delinquent Partner pursuant to the foregoing provisions,  the Non-Delinquent
Partners may, within fifteen (15) days  thereafter,  make an additional  Capital
Contribution  to the  Partnership  in an  amount  equal to the  said  Delinquent
Partner's  pro-rata  share of the  required  additional  sums  (the  "Additional
Capital Contribution"). In such event, the Percentage Interest of the Delinquent
Partner  shall  be  reduced  proportionately,   for  all  Partnership  purposes,
including profits and losses, and the Percentage  Interest of the Non-Delinquent
Partners who contributed  all or a portion of the Delinquent  Partner's share of
the required funds shall be proportionately  increased.  For the purposes of the
foregoing sentence,  the percentage reduction and corresponding  increase in the
Percentage  Interest  shall be  adjusted  so that each is  proportionate  to the
Partners  aggregate Capital  Contribution.  Notwithstanding  anything  contained
herein to the contrary,  for a period of six (6) months after an adjustment in a
Delinquent Partner's  Percentage Interest hereunder,  a Delinquent Partner shall
have the right to repurchase the reduced  portion of his Percentage  Interest by
delivering to the  Non-Delinquent  Partners an amount equal to two (2) times the
amount of the Additional Capital Contribution contributed by such Non-Delinquent
Partners.

                                   ARTICLE XI

                 INVESTMENT REPRESENTATION AND POWER OF ATTORNEY

         Section 11.1 Investment  Representation.  Each of the Limited  Partners
represents  that it is  acquiring  or has acquired its interest as a Partner for
its own  account as an  investment  and not with a view to the  distribution  or
resale thereof.

         Section 11.2 Power of Attorney. Each Limited Partner hereby irrevocably
constitutes  and appoints  the  President  and any other  officer of the General
Partner,  as its true and lawful attorney (which  appointment is coupled with an
interest and shall survive the death or incapacity of the Limited Partner making
such appointment) and empowers and authorizes such attorney, or any one of them,
in its name,  place and stead to make,  execute,  sign,  acknowledge and file in
such place or places as may be required by law:

                  (a) a certificate  of limited  partnership  and any amendments
         thereto, and such other certificates or instruments as may be necessary
         to  the  conduct  of  the  Partnership   business   (including  without
         limitation,  any  documents  necessary  to qualify the  Partnership  to
         transact business as a foreign limited  Partnership in any jurisdiction
         where the General Partner deems such  qualification  to be necessary or
         appropriate), and upon termination of the Partnership, a certificate of
         dissolution, as required under the Partnership Act;

                  (b) documents of Transfer of a Limited Partner's  interest and
         all other documents to effect such Transfer, but only if there has been
         compliance with the applicable provisions of this Agreement;



<PAGE>


                  (c) (i) all amendments to this Agreement regarding a change in
         the name of the Partnership, its address, the address of the registered
         office or agent or the  address of the  General  Partner or any Limited
         Partner,  it being  agreed  that  such  amendments  shall be  effective
         without the consent of the Limited  Partners,  (ii) all  amendments  to
         this  Agreement  for the purpose of ensuring that the  allocations  for
         Federal  income tax purposes will be upheld under Section 704(b) of the
         Code,   any  successor   statute,   and  any  rules,   regulations   or
         interpretations  thereof or the  admission or  withdrawal  of a Limited
         Partner,  it being  agreed  that  such  amendments  shall be  effective
         without  the  consent  of the  Limited  Partners,  and  (iii) all other
         amendments adopted in accordance with the applicable provisions of this
         Agreement; and

                  (d)  restatements  of this  Agreement  which do not amend this
         Agreement but which incorporate into such restated  agreement the terms
         of this  Agreement and all  amendments  adopted in accordance  with the
         terms of this Agreement.

         Each  Limited  Partner  agrees to  execute,  acknowledge  and file such
additional documents as are required by the General Partner,  from time to time,
in its discretion,  for the purpose of further  evidencing this  appointment and
ensuring that it  constitutes  an  enforceable  durable power of attorney  under
applicable state law.


                                   ARTICLE XII

                                     GENERAL

         Section 12.1 Notices.

                  (a) All notices,  requests,  consents and other communications
         hereunder  to a Partner  shall be in  writing  and shall be  personally
         delivered, or sent by certified mail, postage prepaid, addressed to the
         person or persons to whom such  notice is to be given as follows (or at
         such other address as shall be stated in a notice similarly given).

                           (i)      if to the General  Partner,  such  notice
                  shall be given at the  address  indicated  on Schedule A
                  attached hereto; and

                           (ii) if to the Limited Partners, such notice shall be
                  given to each of the  Limited  Partners  at  their  respective
                  residence addresses indicated on Schedule A attached hereto.



<PAGE>


                  (b) All notices,  requests,  consents and other communications
         hereunder  shall  be  deemed  given  upon the  earlier  to occur of (i)
         receipt by the party to whom such notice is directed or (ii) the second
         day  following   deposit  thereof  with  the  U.S.  Postal  Service  as
         aforesaid. Each party, by notice duly given in accordance herewith, may
         specify a different address for the giving of any notice hereunder.

         Section 12.2 Governing  Law. THIS AGREEMENT AND THE  OBLIGATIONS OF THE
PARTNERS  HEREUNDER SHALL BE  INTERPRETED,  CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.  THE PARTIES HEREBY CONSENT TO JURISDICTION
IN DALLAS  COUNTY,  TEXAS,  FOR PURPOSES OF ANY  LITIGATION  ARISING  UNDER THIS
AGREEMENT, AND HEREBY WAIVE ANY OBJECTIONS TO VENUE IN SUCH COUNTY.

         Section  12.3 Entire  Agreement.  This  Agreement  contains  the entire
agreement   between  the  parties  hereto  relative  to  the  formation  of  the
Partnership, and no amendment hereto shall be valid or binding unless in writing
and signed by all partners.

         Section 12.4 Waiver. No consent or waiver,  express or implied,  by any
Partner to or of any breach or default by any other  Partner in the  performance
by such other Partner of its obligations  hereunder shall be deemed or construed
to be a  consent  or  waiver  to or of  any  other  breach  or  default  in  the
performance  by such other  Partner of the same or any other  obligation of such
Partner hereunder. Failure on the part of any Partner to object to or notify any
other  Partner of any act or  failure to act of any other  Partner or to declare
any other Partner in default,  irrespective of how long such failure  continues,
shall not constitute a waiver of such Partner of his rights hereunder.

         Section 12.5  Severability.  If any provision of this  Agreement or the
application  hereof  to  any  person  or  circumstances   shall  be  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such  provisions  to other  persons or  circumstances  shall not be  affected
thereby and shall be enforced to the greatest extent permitted by law.

         Section 12.6 Termination. All personal pronouns used in this Agreement,
whether used in the  masculine,  feminine or neuter  gender,  shall  include all
other genders;  the singular shall include the plural, and vice versa. Titles of
Articles and Sections are for convenience  only, and neither limit,  nor amplify
the provisions of the Agreement  itself,  and all references herein to Articles,
Sections or  subdivisions  refer to Articles,  Sections or  subdivisions of this
Agreement   unless  specific   reference  is  made  to  Articles,   Sections  or
subdivisions of another document or instrument.

         Section  12.7  Binding  Agreement.   Subject  to  the  restrictions  on
Transfers and encumbrances  set forth herein,  this Agreement shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors and assigns.



<PAGE>


         Section 12.8 Counterparts. This Agreement may be executed in any number
of counterparts and each such counterpart shall for all purposes  constitute one
Agreement, binding on all of the Partners, notwithstanding that all Partners are
not signatories to the same counterpart. All references herein to this Agreement
are deemed to refer to all such counterparts.

         Section 12.9 Amendments.  No amendment (other than specified in Section
11.2(c)), modification or waiver of this Agreement, or any part hereof, shall be
valid or effective  unless in writing and signed by the General  Partner and the
Limited  Partners.  The unanimous  consent of the Partners  shall be required to
make any amendment which would render any Limited Partner  personally liable for
Partnership  obligations  or which would allow for the creation of such personal
liability to a Limited Partner without such Limited Partner's consent.

         Section 12.10 Voting. Any time the Vote of the  Majority-In-Interest of
the Limited  Partners is required,  the General Partner shall send notice to the
Limited Partners  advising in detail of the matter to be voted on, together with
a ballot to be used in voting  "for" or against" the matter to be voted on. If a
Limited  Partner fails to return the ballot within  fourteen (14) days after the
date of mailing of the notice, said Limited Partner will be deemed to have voted
"for" or "in favor of" the matter described in the notice.


         EXECUTED AND EFFECTIVE as of this 31st day of August, 1995.

                            GENERAL PARTNER:

                            TODAY GREEN OAKS GP, INC.
                            a Texas corporation



                            By:__________________________ 




<PAGE>


                             TODAY GREEN OAKS, L.P.
                        AGREEMENT OF LIMITED PARTNERSHIP





                         LIMITED PARTNER:

                                                  ARISTOCRAT 
                         FUND I, L.P., a Texas limited partnership

                                                      By:      
                                     Aristocrat Fund I GP, Inc., General Partner



                           By:______________________________    



                         ADDRESS:

                         17400 Dallas Parkway
                         Suite 216
                         Dallas, Texas  75287


<PAGE>





                                   SCHEDULE A

                                       TO

                             TODAY GREEN OAKS, L.P.

                        AGREEMENT OF LIMITED PARTNERSHIP


                                        Initial              Initial Capital
                                      Partnership             Contribution
General Partner                  Percentage Interest


Today Green Oaks GP, Inc.                 1%                  $     9,600.00
17400 Dallas Parkway
Suite 216
Dallas, Texas 75287



Limited Partners


Aristocrat Fund I, L.P.                  99%                  $   950,400.00
17400 Dallas Parkway
Suite 216
Dallas, Texas 75287





                    TOTAL                100%                 $   960,000.00
<PAGE>
Exhibit 10.3
MBG-333888.1
001705-00129
                                                                 - 1 -
                               SECOND AMENDMENT TO
                              ACQUISITION AGREEMENT
                                 by and between
              SIX FLAGS JOINT VENTURE, TODAY MELBOURNE PLAZA, L.P.,
             TODAY NORTHWEST CROSSING, L.P., TODAY GREEN OAKS, L.P.,
                 TODAY PARKWOOD, L.P., and TODAY RICHWOOD, L.P.,
                                   as Seller,
                                       and
                         UNITED INVESTORS REALTY TRUST,
                              as assignee of Buyer


         This Second  Amendment to Acquisition  Agreement (the  "Amendment")  is
made to be effective as of the 31st day of December, 1998. This Amendment amends
the terms of that  certain  Acquisition  Agreement  dated as of October 16, 1998
(the  "Agreement") by and among SIX FLAGS JOINT VENTURE,  TODAY MELBOURNE PLAZA,
L.P.,  TODAY NORTHWEST  CROSSING,  L.P., TODAY GREEN OAKS, L.P., TODAY PARKWOOD,
L.P., and TODAY  RICHWOOD,  L.P.  (collectively,  the "Seller"),  and CENTENNIAL
ACQUISITION CORP., a Texas corporation,  which assigned its interests therein to
UNITED  INVESTORS  REALTY  TRUST,  a Texas  real  estate  investment  trust (the
"Buyer") . The capitalized terms used herein have the same meaning given to such
terms in the Agreement.

         This Amendment sets forth the following terms and conditions:

1.       Allocation of Purchase Price Among Shopping Centers.  The parties agree
         that the  Purchase  Price for the five  below-listed  shopping  centers
         comprising  the  Property to be conveyed at Closing,  equals the sum of
         $24,400,000 and is allocated among such shopping centers as follows:

         (a)      Parkwood Square Shopping Center    -        $ 8,650,000
         (b)      Richwood Shopping Center -                  $ 4,800,000
         (c)      Green Oaks Shopping Center -                $ 4,900,000
         (d)      Melbourne Plaza Shopping Center -           $ 3,300,000
         (e)      Northwest Crossing Shopping Center -        $ 2,750,000
                                                              -----------
                           TOTAL                              $24,400,000

2.       Closing of Melbourne  Plaza and Northwest  Crossing  Shopping  Centers.
         This Amendment is being  executed and delivered in connection  with the
         Closing of the sale of Melbourne Plaza and Northwest  Crossing Shopping
         Centers in accordance with the terms of the Agreement.

3.  Contaminated  Areas. The parties  acknowledge that a due diligence review of
the Parkwood  Square,  Green Oaks and Richwood  Shopping  Centers (the "Affected
Shopping  Centers")  revealed  that certain  areas  thereof  (the  "Contaminated
Areas") were  contaminated  with  substances  commonly  defined or classified as
pollutants,  hazardous  wastes,  materials or substances under present or future
applicable federal and state environmental laws ("Hazardous Materials"). A legal
description  of each of the  Contaminated  Areas are annexed hereto as Exhibit's
"A-1" through "A-3" hereof.  (The  remaining  portions of the Affected  Shopping
Centers are referred to herein as the "Uncontaminated Areas".) The parties agree
that the following sets forth the portion of the Purchase Price (the  "Carve-Out
Amounts") allocated to each of the Affected Shopping Centers which is associated
with the Contaminated Areas:

         (a)      Parkwood Square Shopping Center    -        $130,000
         (b)      Richwood Shopping Center           -        $143,000
         (c)      Green Oaks Shopping Center         -        $ 88,000
                                                              --------
                           Total                              $361,000

         As described  below,  as of the date hereof,  in respect to each of the
         Affected  Shopping  Centers,  Buyer has paid to Seller in cash the Cash
         Portion  of the  Purchase  Price  prescribed  under  the  terms  of the
         Agreement.  The term "Cash  Portion  of the  Purchase  Price"  means in
         respect to each of the Affected Shopping  Centers,  the Purchase Price,
         less the aggregate of the following: (i) the Carve-Out Amount allocated
         to  such  project,  (ii)  the  unpaid  principal  balance  of the  debt
         associated  with  such  project  which  is to be  assumed  by  Buyer at
         Closing,  each of which  assumed  debt is described on Exhibit "B" (the
         "Project  Debt"),  and (iii)  the sums  which  Seller  agreed to pay at
         Closing and would have been paid if the Closing occurred as of the date
         hereof under the terms of the Agreement,  including without limitation,
         the title insurance premium and one-half of the estimated amount of the
         loan assumption costs,  including  lender's  attorneys' fees ("Seller's
         Closing  Costs").  Buyer has also  deposited  in escrow  the  Carve-Out
         Amounts, as provided in Section 4(c)(i).

4.       Affected  Shopping  Centers.  As of the date  hereof,  the parties have
         undertaken  the  following  transactions  in  respect  to  each  of the
         Affected Shopping Centers:

         (a) Limited  Partnership  Interests of Today Green Oaks, L.P. As of the
         date hereof,  (i) that certain First  Amendment to Limited  Partnership
         Agreement of Today Green Oaks, L.P. (the "Green Oaks  Partnership"),  a
         copy of which is annexed  hereto as Exhibit "C", has been  executed and
         delivered  by  the  parties  thereto,   whereby  the  Buyer  became  an
         additional  limited partner of the Green Oaks Partnership,  holding all
         of the limited  partnership  interests  therein,  and the sole  limited
         partner thereof withdrew, and (ii) that certain Declaration of Trust, a
         copy of which is annexed  hereto as Exhibit "D", has been  executed and
         delivered by the parties thereto,  whereby Today Green Oaks GP, Inc., a
         Texas  corporation,  the general  partner of the such  partnership,  on
         account of consideration  theretofore received,  declares that it holds
         for the sole benefit of the Buyer the 1% general  partnership  interest
         of such partnership.

         In consideration of the execution and delivery of such documents, as of
         the date  hereof  Buyer  has paid to  Seller  the Cash  Portion  of the
         Purchase Price associated with the Green Oaks Shopping Center.

         In  this  regard,  Seller  and  Eric  Brauss,  jointly  and  severally,
         represent  and  warrant to Buyer each of the  following:  (i) The Green
         Oaks Partnership has no debts or other financial obligations except for
         the Project Debt, and property  service and  management  agreements for
         the Green Oaks Project which have been delivered to Buyer;

               (ii) The First  Amendment  to Limited  Partnership  Agreement  of
               Today Green Oaks,  L.P.  will vest in Buyer all of the issued and
               outstanding  limited  partnership  interests in said partnership,
               and terminate any  obligation of the limited  partner  thereof to
               contribute any additional  capital to such  partnership;  and the
               Declaration of Trust evidences the beneficial  ownership of Buyer
               of all of the general partnership interests in said partnership;

               (iii)There  is  no  litigation   pending  or,  to  Seller's  best
               information, threatened against the Green Oaks Partnership or, to
               the extent such  litigation is pending or threatened,  Seller and
               Brauss, jointly and severally,  indemnify and hold harmless Buyer
               with  respect  to claims  arising or  accruing  prior to the date
               hereof;

               (iv) There are no past due  obligations,  which are  incurred  or
               accrued as of the date  hereof,  of the  general  partner of such
               partnership to any third party other than the  obligations of the
               General Partner with respect to the Project Debt.  After the date
               hereof,  Brauss  agrees  to  promptly  retire  any such  past due
               obligations; and

               (iv) There are no past due obligations or liabilities,  which are
               incurred or accrued as of the date hereof, of the limited partner
               of the Green Oaks Partnership for the contribution of any sums to
               such  partnership or the  performance  of any  obligations to any
               third party for any reason. After the date hereof,  Brauss agrees
               to  promptly  retire any such past due debts or perform  any such
               past due obligations.

         The  representations  and  warranties  made  herein  shall  survive the
         Closing.

         (b) Purchase Price. The parties acknowledge that as of the date hereof,
         Buyer has paid to Seller in cash the Cash Portion of the Purchase Price
         for the  Affected  Shopping  Centers.  The parties  have  adjusted  the
         portion of Purchase  Price  allocated to each of the Affected  Shopping
         Centers in order to prorate the costs and  expenses of such  project as
         of the date hereof, in accordance with the terms of the Agreement.  The
         deduction against the Purchase Price for Seller's Closing Costs and the
         aforesaid adjustment for prorations are made with the understanding and
         agreement that:

                  (i) Upon Closing,  howsoever such Closing shall occur,  either
                  under the terms of the  Agreement,  or as  provided in Section
                  4(d)(iii),  Buyer agrees to assume the Project Debt associated
                  with such Affected Shopping Center in accordance with the same
                  terms and  conditions as the holder of such debt has agreed to
                  as of the date  hereof,  including  the  release of Seller and
                  Brauss  thereunder on a prospective  basis.  If the assumption
                  costs  charged  by the  holder of such debt  exceed the actual
                  amount paid and  allocated  between the parties as of the date
                  hereof,  then Seller  agrees to pay one-half the excess amount
                  thereof upon Closing,  and any other closing costs which it is
                  obligated to pay under the terms of the Agreement and not paid
                  by it or credited  against the  Purchase  Price as of the date
                  hereof.

                  (ii) Buyer  agrees to pay to the party  entitled to payment of
                  Seller's  Closing  Costs,  to the extent  Seller has paid such
                  costs,  if and  when  the  Closing  occurs,  and the  date for
                  prorations of such Closing shall be the date hereof.

         (c)      Escrow

                  (i) Carve-Out Deposit. Upon execution hereof, the parties have
                  executed an Escrow  Agreement  (herein so called) with the law
                  firm  of  Fishman,   Jones,  Walsh  &  Gray,  P.C.  ("Seller's
                  Attorneys"),  and James,  Goldman & Haugland,  P.C.  ("Buyer's
                  Attorneys").   Under  the  terms  of  the  Escrow,  Buyer  has
                  deposited with Buyer's Attorneys the aggregate sum of $361,000
                  (the "Carve-Out  Deposit")  which  represents the total sum of
                  the Carve-Out Amounts set forth in Section 3 hereof. Provided,
                  Seller is  furnished  a copy of all default  notices  given to
                  tenants of the Contaminated  Areas, Eric Brauss,  principal of
                  Seller  ("Brauss"),  hereby  guarantees  to Buyer  the  timely
                  payment  of  all  payments  provided  for or  required  by the
                  tenants  of the  Contaminated  Area of  each  of the  Affected
                  Shopping  Centers,  without  regard  to  whether  or not  such
                  tenants are in default  under the terms of their  tenant lease
                  ("Tenant  Payments"),  and agrees to promptly pay to Buyer any
                  sums otherwise required to be paid by such tenants.  If Brauss
                  fails to pay any such sums,  in  addition  to any other  legal
                  right available to it, Buyer has the right to receive a credit
                  against any of the Carve-Out Amounts in an amount equal to the
                  Tenant Payments not received by Buyer.

                  (ii) Closing  Documents.  Upon execution hereof and the Escrow
                  Agreement,   the  parties  have   delivered  to  the  Seller's
                  Attorneys   to  be  held  in  escrow  the  closing   documents
                  prescribed under Section 9.3(a) of the Agreement,  which shall
                  include the Warranty  Deeds,  an  Assignment  of Leases and an
                  assignment  of the escrow  accounts  held by the holder of the
                  Project Debts;  provided,  however, it is agreed that separate
                  warranty deeds for the  Contaminated  Area and  Uncontaminated
                  Area  of each  of the  Affected  Shopping  Centers  have  been
                  executed   and   deposited   under  such  escrow   arrangement
                  (collectively, the "Closing Documents"). The Closing Documents
                  shall be held in escrow and  delivered as described in Section
                  4(d)(iii) below.

         (d)  Environmental  Matters.  Upon  execution  of this  Amendment,  the
              parties agree as follows:

                  (i) Brauss agrees,  at his sole cost and expense,  waiving any
                  right to use  partnership  funds and any right of contribution
                  or reimbursement from the Seller, to immediately undertake all
                  measures  necessary  to  clean  up,  detoxify,  decontaminate,
                  contain  or  otherwise  remediate  any  Hazardous   Substances
                  located  in each of the  Contaminated  Areas  of the  Affected
                  Shopping  Centers,  so that once such work is completed,  each
                  such  Contaminated  Area will  satisfy  the  federal and state
                  environmental  laws  and are  sufficient  to cause  the  Texas
                  Natural  Resources   Conservation   Commission  to  issue  its
                  standard "closure" letter (the "TNRCC Closure Letter") stating
                  that  such   Contaminated   Area  is  free  of  any  Hazardous
                  Substances,  and the  condition of such area is in  compliance
                  with  applicable law  ("Seller's  Remediation  Work").  Brauss
                  hereby  unconditionally  guarantees  that the Seller  will (A)
                  commence within 15 days of the date hereof, which commencement
                  shall include, but not limited to, the filing of any requisite
                  application  with the TNRCC, the prosecution of such work, (B)
                  diligently  prosecute to completion Seller's Remediation Work,
                  and (C) pay all costs and  expenses  which  are  necessary  to
                  complete such work.  The provisions of this  subsection  shall
                  survive the Closing.

                  (ii)  To  secure  Seller's  obligation  to  complete  Seller's
                  Remediation Work, Seller has deposited in escrow with Seller's
                  Attorneys  the  aggregate  cash  sum  of  $475,000,  which  is
                  allocated to each of the three  Affected  Shopping  Centers as
                  set forth below,  plus an additional  sum in cash equal to 50%
                  of  such  required  deposit,   or,  at  Seller's  option,  has
                  delivered to Buyer,  in lieu of such 50%, an insurance  policy
                  naming  Buyer as the  insured  party  under  an  environmental
                  "clean-up"  policy  providing   insurance   coverage  for  any
                  remediation  costs in excess of the aforesaid  $475,000 amount
                  to complete  Seller's  Remediation Work. Upon delivery of such
                  policy the additional deposits shall be refunded to Seller.


                              Estimated Additional
                               Deposit Total Cost

<TABLE>
<CAPTION>
                  <S>                                   <C>       <C>        <C>      
                  Parkwood Square Shopping Center    $200,000   $100,000  $300,000
                  Richwood Shopping Center           $ 75,000   $ 37,500  $112,500
                  Green Oaks Shopping Center -       $200,000   $100,000  $300,000
                                                     --------   --------  --------
                           Total                     $475,000   $237,500  $712,500
</TABLE>

                  (iii)  If  Brauss  fails to  timely  undertake  or  diligently
                  prosecute to completion Seller's Remediation Work, Buyer shall
                  serve written notice upon Brauss notifying him of such failure
                  and  its   intention  to  undertake   and  complete   Seller's
                  Remediation  Work. If shall failure  continues for a period of
                  five   business  days   thereafter   (other  than  for  "force
                  majeure"),  Buyer  shall  have  the  right  to  undertake  and
                  complete  Seller's  Remediation  Work and  utilize  the escrow
                  funds deposited with Seller's Attorneys for such purpose. Such
                  undertaking  and  utilization  shall  not,  however,  abrogate
                  Brauss's obligations with respect to Seller's Remediation Work
                  or paying for the cost thereof.

                  (iv) Receipt of TNRCC  Closure  Letter/Closing.  Promptly upon
                  receipt by Seller and/or Buyer of the TNRCC Closure Letter for
                  the Contaminated  Area in respect to any the Affected Shopping
                  Centers,  the  parties  agree  that  they will  promptly  make
                  application to the holder of the Project Debt  associated with
                  such Affected  Shopping  Center in order to obtain its consent
                  (the  "Lender's  Consent")  to the  transfer  of title to such
                  Affected  Shopping Center to Buyer and the assumption by Buyer
                  of the  Project  Debt  associated  therewith,  as  provided in
                  Section  4(b)(i)  hereof.   Concurrent  with  the  receipt  of
                  Lender's  Consent   associated  with  such  Affected  Shopping
                  Center,  the parties  agree to close the sale to Buyer of such
                  Affected Shopping Center under the terms of the Agreement,  as
                  amended hereby, in which event:

                           (A) The Closing  Documents shall be delivered  and/or
                           recorded,  where  appropriate,  in the real  property
                           records of the county where the Project is located;

                           (B) Any  additional  assumption  costs  and  Seller's
                           Closing Costs,  if any, and Buyer's closing costs, as
                           prescribed in Section 4(b)(i) hereof,  shall be paid;
                           and

                           (C) The  Carve-Out  Amount  Deposit  associated  with
                           respect to such Affected  Shopping  Center,  less any
                           sums computed under Sections  4(c)(i) and (v) hereof,
                           if any,  and an amount  equal to twice any sums Buyer
                           is  required  to  advance  to pay the  cost of any of
                           Seller's  Remediation  Work which Seller fails to pay
                           in  respect  to  any  Contaminated   Area,  shall  be
                           disbursed to Seller; and any sums deposited by Seller
                           under Section  4(d)(ii) above and associated with the
                           Contaminated  Area of such Affected  Shopping  Center
                           shall be refunded to Seller.

                  Without  altering  or  negating  the rights of the parties set
                  forth in the first paragraph of this Section  4(d)(iv) hereof,
                  and  irrespective  of whether or not the TNRCC Closure  Letter
                  has been issued by the TNRCC, in further  consideration of the
                  mutual covenants  granted herein,  Buyer is hereby granted the
                  exclusive   option  to   purchase   at  any  time  either  the
                  Contaminated Area or Uncontaminated  Area in respect to any of
                  the  Affected  Shopping  Centers,  upon  payment of the option
                  prices hereinafter specified (the "Option Price"),  payable in
                  cash  at  Closing.  Buyer  may  exercise  the  Option  for any
                  Contaminated Area only in conjunction with the exercise of the
                  Option for the  Uncontaminated  Area of such Affected Shopping
                  Center The Option in respect to any Uncontaminated Property is
                  exercisable  by Buyer upon  delivery of its written  notice of
                  exercise (the "Option  Notice") to the Seller's  Attorneys and
                  the Seller.  Buyer may  exercise the Option  without  Lender's
                  Consent in which  event  Buyer  shall  assume  any  prepayment
                  penalty  obligation with regard to the Project Debt associated
                  with  the  Affected  Shopping  Center.  If  the  parties  have
                  obtained  Lender's  Consent  and Buyer has assumed the Project
                  Debt as provided in Section 4(b)(i) hereof (except in the case
                  of the  exercise of the Option if the Project Debt is declared
                  in default as described in Section 4(e) hereof), within 5 days
                  of its  delivery of the Option  Notice,  the parties  agree to
                  proceed to Closing in respect to the property specified in the
                  Option Notice.  Upon such Closing,  Seller's  Attorneys  shall
                  release from escrow and deliver to Buyer the Closing Documents
                  pertaining to property  specified in the Option Notice and the
                  parties  agree to proceed to the  Closing as to such  property
                  under the  terms of the  Agreement,  as  amended  hereby.  The
                  Option Price for each  Uncontaminated Area shall be $1.00, and
                  the  Option  Price  for the  Contaminated  Area  shall  be the
                  Carve-Out  Amount  associated  therewith,   less  any  credits
                  available to Buyer as provided

<PAGE>


                  herein,  but in no event shall the  Carve-Out  Amount for each
                  area be reduced below $1.00. The parties agree to execute,  in
                  recordable  form,  a  memorandum  in the form  approved by the
                  parties as of the date hereof,  evidencing  the Option granted
                  herein.

                  If,  at  the  time  of   exercise   of  the   Option   for  an
                  Uncontaminated  Area,  Buyer elects not to exercise the Option
                  as to any  Contaminated  Area, then the parties agree to enter
                  into a reciprocal  easement agreement in a mutually acceptable
                  form. The aforesaid easement agreement shall provide that each
                  party shall have the non-exclusive right of ingress and egress
                  over and across and to use such  parking  and common  areas of
                  the other  party's  property  to the extent  that the same may
                  from  time to time be  provided  by such  other  party for the
                  convenience of its tenants and other parties.

                  (v) Project Debt. If a TNRCC Closure  Letter in respect to any
                  of the Affected  Shopping Centers has not been issued prior to
                  the stated  maturity date (without  prepayment) of the Project
                  Debt associated  with such Affected  Shopping  Center,  and if
                  Buyer is  required  under the terms of the loan  documents  to
                  retire  such  debt,  then  the  Carve-Out  Amount   associated
                  therewith,  shall also be deemed  paid in full  except for the
                  sum of $1.00 and the  Carve-Out  Deposit  allocated  therewith
                  shall be refunded to Buyer.

         (e)      Acceleration of Project Debt of the Affected Shopping Centers.

               (i) If the holder of any Project  Debt (a  "Mortgagee")  declares
               such  debt  in  default  solely  by  reason  of the  presence  of
               Hazardous  Materials  in the  Contaminated  Area of the  Affected
               Shopping  Center   associated  with  such  debt,  and  thereafter
               accelerates the sums due thereunder, then Buyer at its option has
               the right (1) to retire such debt by  advancing  the  entirety of
               the sums due thereunder;  or (2) to require Seller and/or Brauss,
               (or in the case of  Green  Oaks,  Brauss  alone),  or a  designee
               thereof (the "Repurchasing  Party"),  to repurchase such Affected
               Shopping  Center  for the  same  Purchase  Price  paid  by  Buyer
               therefor,  increased by the amount of the unamortized  portion of
               tenant  improvement  costs and leasing  commissions paid by Buyer
               (except the Carve-Out  Amount  associated with such project shall
               be refunded to Buyer), in accordance with the terms of subsection
               4(e)(iii) below. Upon closing of the purchase by the Repurchasing
               Party,  the  obligations  of Brauss under  Section  4(d)(i) shall
               remain in full force and  effect,  and within  sixty (60) days of
               completion  of Seller's  Remediation  Work,  Buyer shall have the
               right  to  purchase  such  Affected   Shopping  Center  from  the
               Repurchasing  Party  for  the  same  purchase  price  paid by the
               Repurchasing  Party under the terms provided in Section  4(e)(iv)
               below,  increased  by the  amount of any  unamortized  portion of
               tenant  improvement  costs and  leasing  commissions  paid by the
               Repurchasing Party.

                  (ii) If any of the holders of the Project Debt associated with
                  the Parkwood  Square and Richwood  shopping  centers  declares
                  such debt in default by reason of the  execution  and delivery
                  of the Master Lease (defined in Section 5(a) below),  then the
                  parties  shall  cure such  default.  Such  curing,  at Buyer's
                  option, shall take the form of either Seller repurchasing such
                  Affected  Shopping  Center for the same Purchase Price paid by
                  Buyer  therefor,  increased  by the amount of the  unamortized
                  portion of tenant  improvement  costs and leasing  commissions
                  paid by Buyer  (in  accordance  with the  terms of  subsection
                  4(e)(iii)  below), or the Master Lease shall be terminated and
                  Seller  shall  transfer to Buyer or its designee a 49% limited
                  partnership  interests in limited  partnership which owns such
                  Affected  Shopping Center,  and Brauss shall hold in trust the
                  remaining 50% limited partnership interests and the 1% general
                  partnership  interest under the same terms as the  Declaration
                  of Trust described in Section 4(a) hereof.

                  (iii) If Buyer  elects to  exercise  its right to require  the
                  Seller to repurchase any Affected Shopping Center, then Seller
                  (or in the case of Green Oaks,  Brauss)  shall  purchase  such
                  Affected Shopping Center, as provided in this subsection 4(e).
                  Such transfer  shall be effected on the 15th business day (but
                  in any event at least  three (3)  business  days  prior to the
                  expiration  of  Mortgagee's  cure  period   thereunder)  after
                  written  notice  of  Buyer's  election,  such  notice  must be
                  accompanied by a detailed  statement of the tenant improvement
                  costs and leasing  commissions  incurred by Buyer with respect
                  to the  Affected  Shopping  Center.  The rights of Buyer under
                  this section are specifically enforceable.

                  (iv) If Buyer elects to exercise its right to re-purchase from
                  the  Repurchasing  Party such Affected  Shopping  Center under
                  subsection  4(e)(i) above,  such transfer shall be effected on
                  the 10th day after written  notice of Buyer's  election,  such
                  notice  must be  accompanied  by a detailed  statement  of the
                  tenant improvement costs and leasing  commissions  incurred by
                  Repurchasing  Party  with  respect  to the  Affected  Shopping
                  Center.   The  rights  of  Buyer   under  this   section   are
                  specifically enforceable.

         (f)   Management   Agreement.   Upon  execution   hereof,   Seller  and
         UIRT-Management   Services,   Inc.   have  entered  into  that  certain
         Management  Agreement  whereby  the  Manager  shall  manage  Green Oaks
         Shopping Center in accordance  with the terms thereof  commencing as of
         February 1, 1999.  During the month of January  1999,  an  affiliate of
         Seller shall manage such  shopping  center and receive as  compensation
         therefor  an  amount  equal to 4% of the  payments  collected  from the
         tenants of such projects, other than common area maintenance charges or
         adjustments for 1998.

5.       Parkwood Square and Richwood Shopping  Centers.  As of the date hereof,
         the parties have  undertaken the following  transactions  in respect to
         the Parkwood Square and Richwood Shopping Centers:

         (a) Master Lease. As of the date hereof,  the parties have entered into
         a  separate  Master  Lease  (herein  so  called)  for  each  of the two
         properties,  in the form  annexed  hereto as Exhibit  "D",  whereby the
         Buyer agrees to lease the properties from Seller in accordance with the
         terms and provisions  thereof.  The parties agree that during the month
         of January  1999,  an affiliate  of Seller  shall manage each  Affected
         Shopping Center,  and receive as compensation  therefor an amount equal
         to 4% of the  payments  collected  from the  tenants of such  projects,
         other than common area maintenance charges or adjustments for 1998. (b)
         Purchase  Price.  The parties  acknowledge  that as of the date hereof,
         Buyer has paid to Seller in cash the Cash Portion of the Purchase Price
         associated with the Parkwood Square and Richwood Shopping Centers,  and
         the parties have  adjusted  the Purchase  Price in order to prorate the
         costs  and  expenses  of  such  projects  as of  the  date  hereof,  in
         accordance  with the terms of the  Agreement,  and in reliance upon the
         same  understandings and agreements set forth in Section 4(b) hereof as
         they pertain the Parkwood Square and Richwood shopping centers.

         (c)      Escrow.

                  (i) Carve-Out Deposit.  The parties acknowledge and agree that
                  the Carve-Out Deposit  associated with the Parkwood Square and
                  Richwood  properties  shall be held and  disbursed  under  the
                  terms of the Escrow  Agreement  and as  otherwise  provided in
                  Section 4(c)(i) hereof.

                  (ii) Closing Documents. The parties acknowledge and agree that
                  the Closing Documents  associated with the Parkwood Square and
                  Richwood   properties,   including  the  Warranty   Deeds,  an
                  Assignment of Leases and an assignment of the escrow  accounts
                  held by the holder of the Project Debt,  shall be executed and
                  delivered  in escrow  under the terms of the Escrow  Agreement
                  and as otherwise  provided in Section 4(c)(ii)  hereof,  which
                  Closing  Documents  include  separate  warranty  deeds for the
                  Contaminated Areas and the remaining portions of such shopping
                  centers.

6.       Guaranty.  Eric Brauss has  executed  this  Amendment  for  purposes of
         confirming his obligations hereunder and hereby waives and relinquishes
         any right of  contribution or  reimbursement  from the Seller after the
         date hereof. The provisions of this section shall survive the Closing.

7. Survival.  All of the  representations,  warranties and covenants made herein
shall survive the Closing.

8.  Ratification.  Except as amended  hereby,  the terms and  conditions  of the
Agreement are ratified and confirmed.

         EXECUTED in multiple original  counterparts,  to be effective as of the
day, month and year first above written.

                                             SELLER:     TODAY MANAGEMENT, INC.


                                             By:
                                             Name:
                                             Title:

                           TODAY MELBOURNE PLAZA, L.P.
                               By:      Today      Melbourne
                                 Plaza GP, Inc.


                               By:
                               Name:
                               Title:

                         TODAY NORTHWEST CROSSING, L.P.
                          By:      Today      Northwest
                              Crossing GP, Inc.


                              By:
                              Name:
                              Title:


                             TODAY GREEN OAKS, L.P.
                              By: Today Green Oaks
                                    GP, Inc.


                                     By:
                                     Name:
                                     Title:


                              TODAY PARKWOOD, L.P.
                             By: Today Parkwood GP,
                                      Inc.


                                       By:
                                      Name:
                                     Title:


                              TODAY RICHWOOD, L.P.
                             By: Today Richwood GP,
                                      Inc.


                                       By:
                                      Name:
                                     Title:



                                        BUYER:UNITED INVESTORS REALTY TRUST


                                        By:
                                            Lewis H. Sandler, President


                                List of Exhibits

         "A-1" - "A-3"   -       Legal Description of Contaminated Areas
         "B"             -       List of Project Debts
         "C"             -       Amendment to Green Oaks Limited Partnership
                                 Agreement
         "D"             -       Declaration of Trust
         "E"             -       Form of Master Lease

<PAGE>
Exhibit 10.4
333844.1
Parkwood Master Lease
                                 LEASE AGREEMENT

                                 BY AND BETWEEN

                              TODAY PARKWOOD, L.P..

                                   AS LANDLORD

                                       AND

                          UNITED INVESTORS REALTY TRUST

                                    AS TENANT

                                  Pertaining To

                         Parkwood Square Shopping Center
                           Plano, Collin County, Texas










                                               Dated December 31, 1998


<PAGE>




Parkwood Master Lease

                                                   LEASE AGREEMENT



                                                  Table of Contents

                                                                        Page

ARTICLE 1         Definitions............................................1


ARTICLE 2         Premises and Term of Lease.............................3


ARTICLE 3         Rent...................................................3


ARTICLE 4         Taxes and Other Charges................................4


ARTICLE 6         Use of Fire Insurance Proceeds.........................8


ARTICLE 7         Damage and Destruction-No Effect on Lease..............8

ARTICLE 9         This Article intentionally omitted.....................9

ARTICLE 10        Repairs................................................9

ARTICLE 11        Changes and Alterations................................10


ARTICLE 12        Requirement of Public Authorities......................10


ARTICLE 13        Fixtures and Articles of Personal Property.............11


ARTICLE 14        Discharge of Liens.....................................11


ARTICLE 15        Environmental Responsibilities.........................12


ARTICLE 16        Landlord Not Liable for Injury or Damage...............13


ARTICLE 17        Indemnification........................................13


ARTICLE 18        Landlord's Right of Inspection.........................14


ARTICLE 19        Landlord's Rights to Perform Tenant's Covenants........14

ARTICLE 20        Permitted Use; No Unlawful Occupancy...................15


ARTICLE 21        Defaults, Conditional Limitation, Remedies, Etc........15

ARTICLE 22        Notices................................................16

ARTICLE 23        Condemnation...........................................17


ARTICLE 24        Miscellaneous..........................................18


Exhibit "A"                Description of the Land

Schedule "I"               Base Rent

Schedule "II"              Permitted Exceptions


<PAGE>


                                 LEASE AGREEMENT

         LEASE  AGREEMENT,  is made to be  effective  as of December  31,  1998,
between TODAY PARKWOOD,  L.P., a Texas limited  partnership having its principal
office at c/o Today Realty  Advisors,  Inc.,  17400 Dallas  Parkway,  Suite 216,
Dallas, Texas 75287 (the "Landlord"), and UNITED INVESTORS REALTY TRUST, a Texas
real estate  investment  trust having its  principal  office at 5847 San Felipe,
Suite 850, Houston, Texas 77057 (the "Tenant").

                                    ARTICLE 1
                                   Definitions
ARTICLE 1 Definitions

         Section 1.1.  The terms  defined in this  Article,  for all purposes of
this Lease and all  agreements  supplemental  hereto,  have the meanings  herein
specified unless the context otherwise requires.

                    (a) "Acquisition  Agreement" means that certain  Acquisition
               Agreement  between  Landlord as one of several  parties  named as
               seller therein,  and Tenant's  assignee,  Centennial  Acquisition
               Corp.  as buyer  therein,  dated  October 16,  1998,  as amended,
               pertaining  to the sale of the  Property  and  other  properties.
               Reference  in this  Lease to the  "Second  Amendment"  means  the
               Second  Amendment  to  the  Acquisition  Agreement,  dated  as of
               December 31, 1998.

                    (b) "Buildings" means and includes  buildings,  improvements
               and  structures  now or  hereafter  erected  (when  permitted  by
               Landlord)  upon  the  Demised  Premises,  the  Equipment  and the
               Furniture and Fixtures,  including all fixtures and appurtenances
               therein and thereto and all  personal  property of every kind and
               description, affixed or attached to, or placed in or upon or used
               for or adapted to in any way the use,  enjoyment,  occupancy  and
               operation  of the said  buildings,  improvements  and  structures
               (other  than the  property  which  may be  removed  by  Tenant as
               specifically  permitted by the  provisions of this Lease) and any
               and all replacements  thereof,  additions thereto and substitutes
               therefor.

                    (c) "Commencement Date" means the date of this Lease.

                    (d) "Demised Premises" means the Land and Buildings.

                    (e) "Equipment" means to include,  but is not be limited to,
               all  machinery,   engines,  dynamos,   boilers,   elevators,  air
               conditioning compressors, ducts, units and equipment, heating and
               hot water systems, pipes, plumbing, wiring, and gas, steam, water
               and electrical fittings, used in connection with the operation of
               the Buildings.

                    (f)  "Furniture   and  Fixtures"   means  and  includes  all
               fixtures, appurtenances,  furniture, furnishings, decorations and
               other  personal  property  of every kind and  description  now or
               hereafter  affixed or  attached  to or placed in or upon and used
               for or adapted in any way to the use,  enjoyment,  occupancy  and
               operation   of  the   Buildings  or  any  part  thereof  and  all
               replacements and renewals  thereof and all additions  thereto and
               an substitutes therefor.



<PAGE>


                    (g)  "Hazardous   Materials"  means  any  pollutant,   toxic
               substance,   regulated  substance,   hazardous  waste,  hazardous
               material,  hazardous  substance,  oil,  hydrocarbon,  asbestos or
               similar   item  as  defined  in  or  pursuant  to  the   Resource
               Conservation  and  Recovery  Act, as amended,  the  Comprehensive
               Environmental  Response,  Compensation,  and  Liability  Act,  as
               amended,  the  Federal  Clean  Water Act,  as  amended,  the Safe
               Drinking  Water Act, as  amended,  the  Federal  Water  Pollution
               Control Act, as amended,  the Texas Water Code,  as amended,  the
               Texas Solid Waste Disposal Act, as amended, or any other federal,
               State of  Texas,  or local  environmental  or health  and  safety
               related,  constitutional provisions, law, regulation,  ordinance,
               rule,  or  bylaw,   whether  existing  as  of  the  date  hereof,
               previously  enforced or subsequently  enacted  (collectively  the
               "Environmental Laws")

                    (h) "Impositions" means all taxes, assessments, water rates,
               rents and charges,  sewer rates, rents and charges for all steam,
               heat,  gas,  water,  electricity,  light,  power  and  all  other
               utilities and other services furnished to the Demised Premises or
               to the Buildings or to the occupants of either, excises,  levies,
               duties,  licenses  and  permit  fees and all other  payments  and
               charges of every kind and nature whatsoever,  private and public,
               ordinary  and  extraordinary,  general or special,  foreseen  and
               unforeseen  of any kind and nature  whatsoever  which at any time
               during the term of this Lease may be  assessed,  levied,  charged
               upon,  imposed  upon or become due or payable out of, or become a
               lien on the Demised Premises,  or the rent and income received by
               Tenant  from  subtenants,  concessionaires  or  licensees  of the
               Demised Premises,  it being the intention of the parties that the
               rents  reserved  herein shall be received and enjoyed by Landlord
               as a net sum free from all such taxes, payments, charges and such
               other items  provided,  notwithstanding  anything to the contrary
               hereinabove contained.

                    (i) "Land"  means that  certain  tract of land  situated  in
               Collin  County,  Texas,  being  described  on Exhibit "A" annexed
               hereto and made a part  hereof for all  purposes,  which  forms a
               part of the Demised Premises.

                    (j) "Mortgagee" means the holder of the Mortgage.

                    (k) "Mortgage" means that certain Deed of Trust and Security
               Agreement  dated  December  24,  1997,  executed  by  Landlord as
               trustor to William  Campbell  as  trustee,  securing  the Secured
               Note,  and filed for record as Document No.  97-0110032 in Volume
               4067, Page 1866 of the records of the County Recorder's Office of
               Collin County, Texas.

                    (l) "Option to Require  Repurchase"  means the right granted
               to Tenant to require the repurchase of the Project,  which option
               is set forth in Section 4 (e) of the Second Amendment.

                    (m) "Secured Note" means that one certain promissory note in
               the original  principal sum of $6,600,000.00,  dated December 24,
               1997,  executed by Landlord,  made payable to the order of Lehman
               Brothers Holding, Inc. d/b/a Lehman Capital, a division of Lehman
               Brothers Holdings, Inc., a Delaware limited partnership,  and any
               renewals extensions, consolidations or replacements thereof.

                    (n) "Property" means the Demised Premises.

                    (o) "Tenant" means the Tenant named herein and any successor
               or assign permitted hereunder.

                    (p) "Tenant's  Option" means the right granted to the Tenant
               to  purchase  all or part of the  Property,  which  option is set
               forth in Section 4(b) of the Second Amendment.

                    (q)  "Term"  means  the term of this  Lease as set  forth in
               Section 2.2 hereof.

<PAGE>

                                    ARTICLE 2
                           Premises and Term of Lease

ARTICLE 2    Premises and Term of Lease

         Section 2.1.  LeaseholdSection  2.1.  Leasehold.  Landlord  does hereby
demise and lease to Tenant,  and Tenant does hereby hire and take from Landlord,
the Demised Premises, subject to the interests, liens, charges, encumbrances and
matters  set forth on  Schedule  II annexed  hereto and made a part  hereof (the
"Permitted Exceptions").

         TO HAVE AND TO HOLD unto Tenant,  its successors  and assigns,  for the
term  described  herein,   unless  such  term  shall  be  sooner  terminated  as
hereinafter provided.

         Section 2.2. TermSection 2.2. Term. The term of this Lease (the "Term")
commences as of the date hereof (the "Commencement  Date") and terminates on the
first annual  anniversary date of the maturity date of the Secured Note,  unless
sooner  terminated upon the occurrence of the earliest of the following  events,
or extended as provided in Section 2.3 hereof:

                    (a) Transfer of title to the Property  unto Tenant under the
               terms of the Acquisition Agreement or the Tenant's Option; or

                    (b)  Exercise by Tenant of the Option to Require  Repurchase
               under the terms of the Acquisition Agreement.

         Section 2.3. Quiet  Enjoyment.Section  2.3. Quiet  Enjoyment.  Landlord
covenants  that, if and so long as Tenant  faithfully  performs the  agreements,
terms,  covenants  and  conditions  hereof,  Tenant shall and may  peaceably and
quietly have,  hold and enjoy the Demised  Premises for the Term hereby granted,
without  molestation  or  disturbance  by or  from  Landlord  and  free  of  any
encumbrance  created or  suffered by  Landlord,  except  those to the  Permitted
Exceptions.

                                    ARTICLE 3
                                      Rent

ARTICLE 3 Rent

         Section 3.1.  PaymentSection 3.1. Payment. Tenant shall pay to Landlord
(or as  otherwise  provided  in  Schedule I annexed  hereto) at such  address as
Landlord may designate in writing,  a monthly rental equal to the sums set forth
on Schedule I annexed  hereto (the "Base Rent").  The Base Rent shall be payable
by wire transfer of funds in equal monthly  installments in advance on the first
day of each calendar month during the term of this Lease beginning on the on the
first payment date set forth under the terms of the Secured Note. The rent shall
be in addition to and over and above all other  payments to be made by Tenant as
herein provided. Rent for partial months, if any, shall be apportioned. The rent
shall be paid to  Landlord  without  notice or demand and,  except as  otherwise
expressly provided herein, without abatement, deduction, counterclaim or setoff.
Tenant  shall also pay without  notice or demand  except as may be  specifically
required  by this Lease,  and  without  abatement,  deduction,  counterclaim  or
setoff,  all other  costs,  charges,  deposits and  expenses  prescribed  herein
("Additional Rent").



<PAGE>


         Section 3.2 Late  ChargeSection 3.2 Late Charge. If payment of any Base
Rent becomes  overdue under the terms of the Secured Note, and the holder of the
Secured Note assesses a late charge or default rate, penalties,  fees, etc., for
such past due  installment,  such late  charge  also  becomes due and payable to
Landlord as liquidated  damages for Tenant's  failure to make prompt payment and
said late charges shall be immediately due and payable by Tenant.

         Section 3.3.  Net  LeaseSection  3.3. Net Lease.  It is the purpose and
intent of  Landlord  and  Tenant  that the net rent shall be  absolutely  net to
Landlord so that this Lease shall yield net to Landlord,  the net rent specified
above in this Article 3 and that all costs and expenses and obligations of every
kind and nature whatsoever  whether now existing or hereafter arising or whether
beyond the contemplation of the parties,  shall be timely paid by Tenant. Except
as otherwise  specifically  provided in this Lease, there shall be no abatement,
diminution  or reduction of rent,  charges or other  compensation  claimed by or
allowed to Tenant, or any person claiming under it, nor shall there be abatement
or diminution or reduction of the performance of the other obligations by Tenant
hereunder under any circumstances.

                                    ARTICLE 4

                             Taxes and Other Charges

ARTICLE 4      Taxes and Other Charges

         Section 4.1.

                    (a) Tenant  covenants  and agrees to pay to  Landlord  or on
               behalf of Landlord all paving assessments, ad valorem taxes, real
               estate taxes  (including,  but not limited to,  those  imposed by
               independent school districts,  municipal  governments,  County of
               Collin,  State of  Texas,  and any other  governmental  authority
               imposing  taxes  upon the  owner of real  and  personal  property
               related to the value thereof) and all other governmental charges,
               general and special, ordinary and extraordinary, foreseen as well
               as  unforeseen,  of any kind  and  nature  whatsoever,  including
               further,  but not limited to,  assessments for pubic improvements
               or benefits  (all of which taxes,  levies and other  governmental
               charges are  included in the term  "Impositions"  as used herein)
               which are assessed,  levied, confirmed,  imposed or become a lien
               upon the Demised  Premises,  or any part  thereof,  to the extent
               that  the same  relate  to any  period  of time  during  the Term
               hereof,  provided however,  that, if, by law, any such Imposition
               is payable, or may, at the option of the taxpayer,  be payable in
               installments  (whether  or not  interest is accrued on the unpaid
               balance of such  Imposition),  the Tenant may pay the Landlord as
               and for the same (and any interest accruing on the unpaid balance
               of such  Imposition)  in  installments  as the same  respectively
               become due and before any fine, penalty,  interest or cost may be
               added  thereto  for  the  non-payment  of  such  installment  and
               interest.  Landlord covenants and agrees to cooperate with Tenant
               so that Tenant is granted access to and is otherwise permitted to
               use any funds deposited in escrow with the Mortgagee.



<PAGE>


                    (b) If,  during  the  Term,  under  the laws of the State of
               Texas or other  taxing  authority,  a tax or  excise  on rents or
               other tax is levied  or  assessed  by the State of Texas or other
               taxing  authority  against the  Landlord or the rental  expressly
               reserved  hereunder  as a clearly  ascertainable  substitute,  in
               whole or in part,  for taxes assessed or imposed by said state or
               authority on Land and  Buildings,  or on personal  property,  the
               Tenant covenants to pay and discharge such tax or excise on rents
               or  other  tax  but  only to the  extent  of the  amount  thereof
               lawfully  assessed or imposed  upon the  Landlord and lawfully so
               assessed or imposed as a direct  result of the  ownership  by the
               Landlord of the Demised Premises, or any part thereof, or of this
               Lease, or of the rentals  accruing under this Lease, it being the
               intention  of  the  parties  hereto  that  the  rent  to be  paid
               hereunder  shall be paid to the Landlord  absolutely  net without
               deduction of any nature  whatsoever,  except that Landlord  shall
               pay all mortgages as provided  herein.  The payment to be made by
               the Tenant  pursuant to this  paragraph  shall be made before any
               fine,  penalty,  interest  or cost may be added  thereto  for the
               non-payment thereof.

         Section  4.2.  Tenant  agrees  that  Tenant  will make  payment  to the
Mortgagee  on behalf  of  Landlord  for any  Imposition  and other  items of tax
referred  to  herein no later  than ten (10) days  prior to the date such tax or
other Imposition is due and payable to the taxing authority.  Landlord agrees to
furnish to Tenant a statement of the amount of tax or Imposition  due and a copy
of the statement of the taxing authority  levying such  Imposition,  and, in all
events, Tenant agrees to make such payment before the payment of such Imposition
and  tax  to  the  taxing  authority  becomes  delinquent.  Notwithstanding  the
foregoing,  Tenant  agrees  that,  if the  Landlord  is  required  to escrow tax
payments with the Mortgagee,  Tenant will make monthly payments to the Mortgagee
on behalf  of  Landlord,  in  advance,  on the  first day of each  month by wire
transfer of funds,  each of such payments to be in the same amount paid or to be
paid by Landlord to the Mortgagee.  If such monthly payments are insufficient in
amount to pay the  aggregate of such  Imposition  and tax before the same become
delinquent,  or the Mortgagee requires a different amount, such deficiency shall
be made good by Tenant  promptly  upon  receipt  of  Landlord's  statement  with
respect  to the same or a copy of the  Mortgagee's  statement,  and in the event
such  monthly  payments  shall  exceed  the  amount  of the  aggregate  of  such
Imposition and taxes when the aggregate  amount  thereof is actually  determined
(unless same is retained by the  Mortgagee),  such excess shall be credited upon
subsequent payments with respect thereto required of the Tenant.

         Section 4.3.  Tenant shall have the right at its own expense to contest
the amount or validity,  in whole or in part, of any  Imposition by  appropriate
proceedings  diligently  conducted in good faith but only after  payment of such
Imposition  unless  such  payment  would  operate  as a bar to such  contest  or
interfere   materially   with  the   prosecution   thereof,   in  which   event,
notwithstanding  the  provisions  of  subparagraph  (a) hereof,  payment of such
Imposition shall be postponed if and only so long as:

                    (a) neither the Demised  Premises nor any part thereof would
               by  reason  of  such  postponement,   or  deferment  be,  in  the
               reasonable judgment of the Landlord, in danger of being forfeited
               or lost, and

                    (b) the Mortgage  will be complied with and would not be, by
               reason  of such  postponement  or  deferment,  in the  reasonable
               judgment of Landlord, in danger of being foreclosed.

         Upon  the  termination  of  any  such  proceedings,  it  shall  be  the
obligation  of Tenant to pay the amount of such  Imposition  or part  thereof as
finally  determined  in such  proceedings,  the  payment  of which may have been
deferred  during the prosecution of such  proceedings,  together with any costs,
fees, interests, penalties, or other liabilities in connection therewith.

         Section  4.4.  Tenant  shall  have a right to seek a  reduction  in the
valuation of the Demised Premises assessed for tax purposes and to prosecute any
action or proceeding in connection therewith.  Tenant may, if it so desires, but
at its own expense  attempt to obtain a lowering of the assessed  valuation upon
the  Demised  Premises or any part  thereof  for the  purpose of reducing  taxes
thereon, and in such event, Landlord, at no cost or expense to Landlord,  agrees
to cooperate in effecting such a reduction.



<PAGE>


         Section 4.5.  Landlord shall not be required to join in any proceedings
referred  to in Section 4.3 hereof  unless the  provisions  of any law,  rule or
regulation at the time in effect shall require that such  proceedings be brought
by and/or in the name of Landlord or any owner of the Demised Premises, in which
event Landlord  shall join in such  proceedings or permit the same to be brought
in its name.  Landlord  shall not ultimately be subject to any liability for the
payment of any costs or expenses in connection  with any such  proceedings,  and
Tenant  will  indemnify  and save  harmless  Landlord  from any such  costs  and
expenses.  Landlord may require any such  proceedings be brought in its name but
in any such event the proceedings shall be for the sole benefit of Tenant.

         Section 4.6 Tenant shall be entitled to the benefit of the reduction in
any  Impositions  during  the Term  hereof  and  Landlord  agrees to join in any
consent or endorse any payment to which  Tenant may be entitled  resulting  from
such reduction in Impositions.

                                    ARTICLE 5
                                    Insurance

ARTICLE 5 Insurance

         Section 5.1. At all times during the term of this Lease,  Tenant at its
own cost and expense shall:

                    (a) Keep the  Buildings  insured  against  loss or damage by
               fire  and  all  other  hazards  covered  by the  usual  all  risk
               endorsement,  in an amount  sufficient  to prevent  Landlord  and
               Tenant from becoming  coinsurers  under  provisions of applicable
               policies  of  insurance,  but in any event in an amount  not less
               than eighty (80%)  percent of the full  insurable  value  thereof
               (replacement value less physical depreciation) excluding the cost
               of  excavations  and of foundation  below the level of the lowest
               basement  floor,  but in any  event in such  amounts  in order to
               comply with the requirements of the Mortgage.

                    (b) Provide and keep in force,  insurance  against liability
               for bodily  injury and death and  property  damage and boiler and
               machinery  insurance  (provided the Buildings  contain  equipment
               ordinarily covered by such a policy), all such insurance to be in
               such  amounts  and in such forms of  policies as may from time to
               time be reasonably  required by Landlord and in  compliance  with
               the Mortgage.  Such liability  insurance  shall be  comprehensive
               general public liability insurance and shall include specifically
               the Buildings,  the Demised Premises and all garages, streets and
               sidewalks and all areas in the Buildings. In any event:

                           (i)......the insurance against liability for personal
                  injury and death and  property  damage  shall be not less than
                  One  Million  and  No/100  ($1,000,000.00)   Dollars  for  any
                  occurrence on a single limit "at risk" basis;

                           (ii).....boiler  and machinery  insurance shall be in
                  an  amount  and  in  such  form  as  Landlord  may  reasonably
                  required.

                    (c) If a sprinkler system is contained within the Buildings,
               provide and keep in force sprinkler  leakage insurance in amounts
               and forms  reasonably  satisfactory to Landlord and in compliance
               with the Mortgage.

                    (d) Provide and keep in force  plate glass  insurance  which
               may be included in the policy  provided for in  subparagraph  (b)
               above.



<PAGE>


                    (e)  Provide and keep in force such other  insurance  and in
               such amounts as may from time to time be required by Landlord and
               in  compliance  with the Mortgage  against  such other  insurable
               hazards as at the time are commonly  insured  against in the case
               of premises similarly situated due regard being given to the type
               of the Buildings, their construction and their use and occupancy.

         Section 5.2.

                    (a) All  insurance  provided by Tenant,  as required by this
               Article,  shall be carried in favor of Landlord  and  Tenant,  as
               their  respective  interests  may  appear,  and,  in the  case of
               insurance  against damage to the Buildings by fire or other risk,
               shall also  include the  interest of the holder of the  Mortgage.
               All  insurance  shall be in such  form and shall be taken in such
               responsible  companies as are  reasonably  acceptable to Landlord
               and  acceptable to the holder of the Mortgage.  Tenant shall have
               the  privilege of procuring  all such  insurance  through its own
               sources  and as a part  of any  blanket  policies  maintained  by
               Tenant.

                    (b) Tenant shall procure policies for all such insurance for
               periods  of not  less  than one (1) year  and  shall  deliver  to
               Landlord such  certificates  confirming the effectiveness of such
               policies with evidence of the payment of premiums  thereon in the
               event  blanket  policies  have  been  issued  and  shall  procure
               renewals  thereof  from  time to time at least  thirty  (30) days
               before  the  expiration   thereof.   Tenant  and  Landlord  shall
               cooperate in  connection  with the  collection  of any  insurance
               monies that may be due in the event of loss and shall execute and
               deliver  such proofs of loss and other  instruments  which may be
               required  for the purpose of  obtaining  the recovery of any such
               insurance monies.

         Section 5.3.

                    (a)  Notwithstanding  the  foregoing,  Tenant agrees that if
               Landlord is required to escrow insurance premiums with the holder
               of the Mortgage,  Tenant  agrees to make monthly  payments to the
               Mortgagee on behalf of Landlord,  in advance, on the first day of
               each month by wire transfer of funds, each of such payments to be
               in the  same  amount  paid or to be paid by the  Landlord  to the
               Mortgagee.

                    (b) All fire  insurance  policies  provided for herein shall
               provide  for  payment  of loss to  Tenant  and the  holder of the
               Mortgage, as their respective interests may appear,

                    (c) Tenant shall not violate or permit to be violated any of
               the conditions or provisions of any such policy, and Tenant shall
               so perform and satisfy the requirements of the companies  writing
               such  policies  that at all  times  companies  of  good  standing
               satisfactory  to  Landlord  as  herein  above  provided  shall be
               willing to write and/or continue such insurance.

                    (d) Each  policy of  insurance  required  to be  obtained by
               Tenant as herein provided and each certificate therefor issued by
               the insurer  shall  contain an agreement by the insurer that such
               policy  shall not be canceled  without at least thirty (30) days'
               prior written notice to Landlord,  and to any mortgagee to whom a
               loss  thereunder  may be payable.  All such  policies  shall also
               cover any increased risks as a result of  construction,  repairs,
               alterations and additions to the Buildings and shall provide that
               any loss shall be payable to Landlord  notwithstanding any act of
               negligence of Tenant which might  otherwise  result in forfeiture
               of said insurance. All other terms of the Mortgage related to the
               terms hereof shall be complied with by Tenant.


<PAGE>


         Section 5.4.  Landlord and Tenant hereby release the other from any and
all liability or responsibility to the other or anyone claiming through or under
them by way of  subrogation  or  otherwise  for any loss or damage  to  property
caused  by  fire  or any of the  extended  coverage  or  supplementary  contract
casualties, even if such fire or other casualty is caused in whole or in part by
the other  party,  or anyone for whom such party may be  responsible,  provided,
however, that this release shall be applicable and in force and effect only with
respect to loss or damage occurring during such time as the releasor's  policies
shall contain a clause or  endorsement to the effect that any such release shall
not  adversely  affect or impair  said  policies or  prejudice  the right of the
releasor  to recover  thereunder.  Landlord  and Tenant each agrees that it will
request  its  insurance  carriers  to include in its  policies  such a clause or
endorsement.  If extra cost shall be charged  therefor,  each party shall advise
the other thereof and of the amount of the extra cost,  and the other party,  at
its election, may pay the same, but shall not be obligated to do so.

                                    ARTICLE 6
                         Use of Fire Insurance Proceeds

ARTICLE 6  Use of Fire Insurance Proceeds

         Section 6.1. If the Buildings or any part thereof shall be destroyed or
damaged in whole or in part by fire or other  casualty  (including  any casualty
for which  insurance  was not  obtained  or  obtainable)  or any kind or nature,
ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to Landlord
immediate  notice  thereof,  and Tenant,  to the extent  insurance  proceeds are
available for the purpose,  shall promptly repair, alter,  restore,  replace and
rebuild the same,  at least to the extent of the value and as nearly as possible
to the character of the Buildings existing immediately prior to such occurrence;
and Landlord shall in no event be called upon to repair, alter, replace, restore
or rebuild the  Buildings nor to pay any of the costs or expenses  thereof.  All
work shall be done in accordance with the provisions of Article 11 hereof and no
work shall be commenced until all the conditions  precedent to the  commencement
of  changes  and  alterations  as  stipulated  in  Article  11 shall  have  been
satisfied.

         Section 6.2. Landlord agrees to promptly pay over to Tenant,  from time
to time, upon the following terms, any monies which may be received by Landlord,
from such  insurance  provided  by  Tenant.  Landlord  shall pay to  Tenant,  as
hereinafter provided,  the entirety of the aforesaid insurance proceeds, for the
purpose of repairs or  restoration to be made by Tenant to restore the Buildings
to a value  which shall be not less than their value prior to such fire or other
casualty. If any mechanic's lien is filed against the Property, Tenant agrees to
satisfy or otherwise  discharge such lien or a bond is posted in accordance with
applicable state law, if any, subject to approval by Landlord as to form, amount
and surety. The terms hereof are subject to the terms of the Mortgage.

                                    ARTICLE 7
                    Damage and Destruction-No Effect on Lease

ARTICLE 7     Damage and  Destruction-No  Effect on Lease

         Section  7.1.  This Lease shall not  terminate  or be  forfeited  or be
affected in any manner by reason of damage to or total,  substantial  or partial
destruction of the Demised  Premises or any part thereof or the Buildings or any
part  thereof  or by  reason  of the  untenantability  of the  same or any  part
thereof, for or due to any reason or cause whatsoever and Tenant notwithstanding
any law or  statute,  present  or  future,  waives any and all rights to quit or
surrender the Demised Premises or any part thereof,  and Tenant expressly agrees
that its obligations hereunder,  including the payment of net rent, Impositions,
and other sum or sums of money and other charges  hereunder,  shall continue the
same as though said  Demised  Premises or  Buildings or any part thereof had not
been  destroyed or injured,  and without  abatement,  suspension,  diminution or
reduction of any kind.


<PAGE>


                                    ARTICLE 8
                             Assignment, Subleasing

ARTICLE 8      Assignment, Subleasing

         Section 8.1. Tenant may not, without  Landlord's prior written consent,
assign the entirety of the Lease or sublet the Demised Premises as a whole.

         Section 8.2.  Tenant may sublet or grant licenses or  concessions  with
respect to portions of the Demised Premises or the Buildings without  Landlord's
prior  written  consent,  provided  that each  sublease or license or concession
shall be subject  and  subordinate  to this Lease and to the rights of  Landlord
hereunder and subject to the terms of the Mortgage. Tenant shall and does hereby
indemnify  and agree to hold  Landlord  harmless  from any and all  liabilities,
claims and causes of action arising or accruing from and after the  Commencement
Date under any terms and  conditions  of every  sublease,  license or concession
agreement.  Likewise, Landlord shall and does hereby indemnify and agree to hold
Tenant  harmless  from any and all  liabilities,  claims  and  causes  of action
arising  or  accruing  prior  to the  Commencement  Date  under  any  terms  and
conditions of every sublease, license or concession agreement.

         Section  8.3.  The fact that a violation or breach of any of the terms,
provisions or  conditions of this Lease,  results from or is caused by an act or
omission accruing on or after the Commencement  Date by any subtenant,  licensee
or  concessionaire  shall not relieve Tenant of Tenant's  obligation to cure the
same.

                      ARTICLE       9 This Article intentionally omitted.

ARTICLE 9 This Article intentionally omitted.

                                   ARTICLE 10
                                     Repairs

ARTICLE 10    Repairs

         Section 10.1.  During the Term of this Lease,  Tenant, at its sole cost
and expense,  agrees to take good care of the Demised  Premises,  including  the
Buildings,  all sidewalks,  grounds,  areas,  vaults,  chutes,  sidewalk hoists,
railings,  gutters,  alleys  and curbs in front of or  adjacent  to the  Demised
Premises  and will put,  keep and  maintain  the same in good and safe order and
condition,  and make all repairs  therein and thereon,  interior  and  exterior,
structural and  non-structural,  ordinary and extraordinary,  and unforeseen and
foreseen,  necessary  to keep  the same in good and  safe  order  and  condition
howsoever the necessity or desirability  therefore may occur, and whether or not
necessitated by wear, tear, obsolescence or defects, latent or otherwise. Tenant
shall not commit or suffer and shall use reasonable precaution to prevent waste,
damage  or  injury  to all of the  same.  When  used in this  Article,  the term
"repairs" shall include all necessary  replacements,  renewals,  alterations and
additions. All repairs made by Tenant shall be equal in quality and class to the
original work.

         Section  10.2  Landlord  shall not be required to furnish any  services
whatsoever or facilities  whatsoever to the Demised Premises including,  but not
limited to, water,  steam,  heat, gas,  electricity,  light and power.  Landlord
shall  have no duty or  obligation  to make any  alteration,  addition,  change,
improvement,  replacement  or repair to, or to demolish,  the Demised  Premises,
except in respect to Seller's  Remediation  Work of the areas  designated as the
Contamination  Areas in the Second  Amendment.  Tenant assumes the full and sole
responsibility for the condition,  operation,  repair, alteration,  improvement,
replacement,  maintenance  and  management  of the Demised  Premises,  except in
respect to the aforesaid Seller's Remediation Work.



<PAGE>




Parkwood Master Lease

                                   ARTICLE 11
                             Changes and Alterations

ARTICLE 11     Changes and Alterations

         Section 11.1. Tenant shall have the right, at any time and from time to
time,  during  the term of this  Lease,  to make at its sole  cost and  expense,
changes and alterations in or of the Buildings,  subject, however, to compliance
with the following conditions and the terms of the Mortgage, it being understood
that  repairs,  restoration  and other work done  pursuant to the  provisions of
Articles 6 and 10 hereof shall be deemed to be changes and alterations:

                   (a) No change or  alteration,  involving an estimated cost of
         more than $500,000.00,  including any restoration,  repair, replacement
         or rebuilding  required by Article 6 hereof,  shall be made without the
         prior   written   consent  of  Landlord,   which  consent  may  not  be
         unreasonably withheld or delayed.

                  (b) No change or  alteration  involving an  estimated  cost of
         more than $500,000.00 shall be made except in accordance with plans and
         specifications  and cost estimates  prepared and approved in writing by
         Landlord, which may not unreasonably withhold or delay such consent.

                  (c) Any change or  alteration  shall be made promptly and in a
         good and  workmanlike  manner  and in  compliance  with all  applicable
         permits and  authorizations  and  building and zoning laws and with all
         other laws, ordinances,  orders, rules, regulations and requirements of
         all federal, state and municipal governments.

                  (d) Tenant shall,  at its own cost and expense,  comply in all
         respects with the applicable  state mechanic's and  materialman's  lien
         laws as same are now and may from time to time be  amended,  to the end
         that no lien thereunder shall in any way affect the Property.

                                   ARTICLE 12
                        Requirement of Public Authorities

ARTICLE 12 Requirement of Public  Authorities

         Section 12.1. Tenant shall at its own cost and expense, during the Term
promptly  execute and comply with any and all  present and future  laws,  rules,
orders, ordinances,  regulations, statutes and requirements (the "Requirements")
with respect to the removal of any  encroachment  or the  condition,  equipment,
maintenance,  use or occupation of the Property, whether or not the same involve
or require any structural  change or the making of any  alterations or additions
in or to any structure upon or appurtenant to the Property;  and Tenant,  at its
own cost and  expense,  during the Term shall and will also  execute  and comply
with any and all provisions  and  requirements  of any fire,  liability or other
insurance  policy  required to be carried by Tenant under the provisions of this
Lease. Notwithstanding the foregoing, Landlord covenants and agrees to discharge
any mechanic's,  laborer's or materialman's  liens which may arise in connection
with Seller's  Remediation Work. Tenant shall give Landlord prompt notice of any
notice of violation of any such Requirement received by Tenant.

         Section  12.2.  At its own  expense,  Tenant  shall  have the  right to
contest the validity of any such Requirement or the application thereof.



<PAGE>


                                   ARTICLE 13
                   Fixtures and Articles of Personal Property

ARTICLE 13    Fixtures  and  Articles of Personal Property

         Section  13.1.  Tenant  shall  keep  the  Demised  Premises  fully  and
adequately furnished and equipped with all Equipment,  Fixtures,  and Personalty
necessary for the operation of the Property.

         Section  13.2.  Tenant shall not have the right,  power or authority to
and will not remove from the Demised  Premises except for repairs,  replacement,
cleaning, other servicing, or compliance with Requirements or in connection with
alterations  permitted  hereunder,  any  Equipment,   Fixtures  or  Articles  of
Personalty without the prior written consent of Landlord,  which consent may not
be unreasonably withheld or delayed.

         Section 13.3. Tenant shall keep all Equipment and Fixtures and Articles
of Personalty in good order and repair and shall replace the same when necessary
by items of like quality and value.

         Section 13.4.  All Equipment and all Fixtures and  Personalty  shall be
fully paid for by Tenant in cash and Tenant shall not purchase any  equipment or
fixtures or articles on conditional  bills of sale or chattel mortgages or other
financing  or security  arrangements  or  agreements,  or other title  retention
agreements or arrangements.

                                   ARTICLE 14
                               Discharge of Liens

ARTICLE 14 Discharge of Liens

         Section  14.1.  Tenant  will not  create or permit to be  created or to
remain, and will discharge,  any lien,  encumbrance or charge (levied on account
of  any  Imposition  or  any  mechanic's,   laborer's  or  materialman's   lien,
conditional sale, title retention  agreement or chattel mortgage,  or otherwise)
which might be or become a lien,  encumbrance or charge upon the Property or any
part  thereof or the  income  therefrom,  and  Tenant  will not suffer any other
matter or thing  whereby  the  estate,  rights and  interest  of Landlord in the
Property or any part thereof might be impaired, except as specifically permitted
by this  Lease.  Likewise,  Landlord  covenants  and  agrees  to  discharge  any
mechanic's,  laborer's or materialman's liens which may arise in connection with
Seller's Remediation Work.

         Section 14.2. If any mechanic's,  laborer's or materialman's lien shall
at any time be filed  against the Property or any part thereof,  Tenant,  within
thirty (30) days after notice of the filing  thereof,  or such shorter period as
may be  required  by the  holder  of the  Mortgage,  will  cause  the same to be
discharged of record or will post a bond in  accordance  with  applicable  state
law,  if any.  If Tenant  fails to cause such lien to be  discharged  within the
aforesaid  30 day  period,  then,  in  addition  to any other  right or  remedy,
Landlord may, but shall not be obligated to, discharge the same either by paying
the  amount  claimed to be due or by  procuring  the  discharge  of such lien by
deposit  or by bonding  proceedings,  and in any such  event  Landlord  shall be
entitled,  if Landlord so elects, to compel the prosecution of an action for the
foreclosure  of such lien by the lienor and to pay the amount of the judgment in
favor of the lienor with interest,  costs and allowances.  Any amount so paid by
Landlord  and  all  costs  and  expenses  incurred  by  Landlord  in  connection
therewith,  together with interest  thereon at the maximum rate permitted by law
from the  respective  dates of Landlord's  making of the payment or incurring of
the cost and expense shall  constitute  additional  rent payable by Tenant under
this Lease and shall be paid by Tenant to Landlord on demand.



<PAGE>


         Section  14.3.  Nothing  in this  Lease  contained  shall be  deemed or
construed in any way as constituting the consent or request of Landlord, express
or implied by inference or otherwise, to any contractor,  subcontractor, laborer
or  materialman  for the  performance  of any  labor  or the  furnishing  of any
materials for any specific  improvement,  alteration to or repair of the Demised
Premises or any part thereof, nor as giving Tenant any right, power or authority
to contract for or permit the rendering of any services or the furnishing of any
materials  that would give rise to the filing of any lien  against  the  Demised
Premises or any part thereof.  Notice is hereby given that Landlord shall not be
liable for any work  performed or to be performed or any materials  furnished or
to be furnished at the Demised Premises for Tenant or any subtenant, and that no
mechanic's  or other lien for such work or  materials  shall attach to or affect
the estate or interest of Landlord in and to the Property.

         Section  14.4.  Tenant  shall  have no  power to do any act or make any
contract  which may  create or be the  reason  for any lien,  mortgage  or other
encumbrance  upon the estate or interest  of  Landlord in the Demised  Premises.
Within five (5) days after the service on Tenant of a claim or lien or a summons
and complaint in an action or proceeding  for the  enforcement  thereof,  Tenant
shall provide Landlord with a true copy thereof.

                                   ARTICLE 15
                         Environmental Responsibilities

ARTICLE 15  Environmental Responsibilities

         Section 15.1.  Tenant shall not cause or permit any Hazardous  Material
to be brought upon, kept or used in or about the Premises by Tenant, its agents,
employees,  contractors or invitees, unless such Hazardous Material is necessary
or useful to  Tenant's  business  and will be used,  kept and stored in a manner
that  complies  with the Mortgage  and all laws  regulating  any such  Hazardous
Material  so  brought  upon or used or kept in or  about  the  Premises.  If any
Hazardous Material is stored or used on the Premises as specified above,  Tenant
shall remove all such  Hazardous  Material upon the expiration or termination of
this Lease and restore the Premises to a condition satisfactory to Landlord. The
provisions of this Article 15 shall survive the expiration or termination of the
Lease.

         Section 15.2 Tenant shall immediately advise Landlord in writing of (i)
any  governmental  or regulatory  actions  instituted  or  threatened  under any
Environmental Law affecting the Tenant or the Premises,  (ii) all claims made or
threatened by any third party against Tenant or the Premises relating to damage,
contribution,  cost recovery,  compensation,  loss or injury  resulting from any
Hazardous  Materials,  (iii) the discovery of any occurrence or condition on any
real property  adjoining or in the vicinity of the Premises that could cause the
Premises  to be  classified  in a manner  which may  support  a claim  under any
Environmental  Law, and (iv) the discovery of any occurrence or condition on the
Demised  Premises  or any real  property  adjoining  or in the  vicinity  of the
Premises  which could  subject  Tenant or the  Premises to any  restrictions  in
ownership,  occupancy,  transferability or use of the Demised Premises under any
Environmental   Law.   Landlord  may  elect  to  join  and  participate  in  any
settlements,  remedial actions,  legal proceedings or other actions initiated in
connection  with  any  claims  under  any  Environmental  Law  and to  have  its
reasonable attorney's fees paid by Tenant. At its sole cost and expense,  Tenant
agrees when  applicable  or upon request of Landlord to promptly and  completely
cure and remedy every violation of an Environmental Law except in respect to any
such violation which relates to the condition which Seller's Remediation Work is
intended  to cure,  as  described  in the Second  Amendment,  and such  Seller's
Remediation Work.

         Section 15.3 Landlord  covenants  and agrees to Landlord  undertake and
complete  Seller's  Remediation  Work in accordance with the terms of the Second
Amendment.


<PAGE>


                                   ARTICLE 16
                    Landlord Not Liable for Injury or Damage

ARTICLE 16     Landlord  Not  Liable  for Injury or Damage

         Section  16.1.  Except for events  occurring  or accruing  prior to the
Commencement Date,  Landlord shall not in any event whatsoever be liable for any
injury or damage to any property or to any person  happening on, in or about the
Demised  Premises  and its  appurtenances,  nor for any  injury or damage to the
Property, nor to any property,  whether belonging to Tenant or any other person,
caused by any fire,  breakage,  leakage,  defect or bad condition in any part or
portion of the Property,  or from water,  rain or snow that may leak into, issue
or flow  from any  part of the  Demised  Premises  from the  drains,  pipes,  or
plumbing  work of the  same,  or from any place or  quarter,  or due to the use,
misuse or abuse of an or any of the elevators, hatches, openings, installations,
stairways  or hallways of any kind  whatsoever  which may exist or  hereafter be
erected or  constructed  on the  Property,  or from any kind of injury which may
arise from any other cause whatsoever on the Property.

                                   ARTICLE 17
                                 Indemnification
ARTICLE 17 Indemnification

         Section  17.1.  In  addition  to  any  other  indemnities  to  Landlord
specifically  provided in this Lease,  Tenant will  indemnify  and save harmless
Landlord against and from all liabilities,  suits, obligations,  fines, damages,
penalties,  claims, costs, charges and expenses,  including, without limitation,
reasonable  architects' and attorneys' fees by or on behalf of any person, which
may be imposed  upon or  incurred  by or asserted  (the  "Liabilities")  against
Landlord  by reason of any of the  following  occurring  during the term of this
Lease (the  "Activities"),  save and except any such  liabilities,  etc. arising
from or in consequence of any of Seller's  Remediation Work required of Landlord
in the Second Amendment:

                    (a) any work or  thing  done in,  on or  about  the  Demised
               Premises or any part thereof;

                    (b) any use,  nonuse,  possession,  occupation,  alteration,
               repair,  condition,  operation,  maintenance or management of the
               Demised  Premises or any part  thereof or of any  street,  alley,
               sidewalk, curb, vault, passageway or space adjacent thereto;

                    (c) any negligence on the part of Tenant or any subtenant or
               any of its or their  agents,  contractors,  servants,  employees,
               licensees or invitees;

                    (d) any accident,  injury (including death) or damage to any
               person or property occurring in, on or about the Demised Premises
               or any  part  thereof  or in,  on or  about  any  street,  alley,
               sidewalk, curb, vault, passageway or space adjacent thereto;

                    (e) any  failure  on the part of Tenant to perform or comply
               with  any of  the  covenants,  agreements,  terms  or  conditions
               contained in the  Mortgage  and/or this Lease,  or any  sublease,
               license or  concession  agreement  on its part to be performed or
               complied with;

                    (f)  this  Lease;  any tax  attributable  to the  execution,
               delivery or recording of this Lease;

                    (g) any  contest  permitted  pursuant to the  provisions  of
               Article 4 hereof.



<PAGE>


         Section 17.2 Landlord agrees to indemnify and hold Tenant harmless from
any  Liabilities  resulting  from any of the  Activities  which arose or accrued
prior to the Commencement Date hereof.

         The  provisions  of  this  Article  and  the  provisions  of all  other
indemnity  provisions  elsewhere  contained  in this  Lease  shall  survive  the
expiration or earlier termination of this Lease.

                                   ARTICLE 18
                         Landlord's Right of Inspection

ARTICLE 18  Landlord's Right of Inspection

         Section  18.1.   Tenant  shall  permit   Landlord  and  its  agents  or
representatives  to enter the Demised  Premises at all reasonable  times for the
purpose of (i) inspecting the same and (ii) making any necessary repairs thereto
and  performing  any work  therein  that may be  necessary by reason of Tenant's
failure to make any such  repairs or perform  any such work  provided,  however,
that except in cases of emergency  Landlord  shall give Tenant at least  fifteen
(15) days' written notice of the necessity of making repairs.

         Section 18.2.  Nothing in this Article or elsewhere in this Lease shall
imply any duty upon the part of  Landlord to do any such work;  and  performance
thereof by Landlord shall not constitute a waiver of Tenant's default in failing
to perform the same.

         Section  18.3.  Landlord  shall  have the  right to enter  the  Demised
Premises at any reasonable  times during usual business hours for the purpose of
showing it to agents and  representatives of the holder of the Mortgage in order
to comply with the terms of the Mortgage.

                                   ARTICLE 19
                 Landlord's Rights to Perform Tenant's Covenants

ARTICLE 19 Landlord's   Rights   to   Perform Tenant's Covenants

         Section 19.1. If Tenant shall at any time fail to pay any Imposition in
accordance  with the  provisions  hereof,  or to take out, pay for,  maintain or
deliver any of the insurance policies provided for herein, or shall fail to make
any other  payment or perform any other act on its part to be made or performed,
then  Landlord,  after thirty (30) days' notice to Tenant (or without  notice in
case  of an  emergency)  and  without  waiving  or  releasing  Tenant  from  any
obligation  of  Tenant  contained  in this  Lease,  may  (but  shall be under no
obligation to):

                    (a) pay any  Imposition  payable by Tenant  pursuant  to the
               provisions hereof, or

                    (b) take  out,  pay for and  maintain  any of the  insurance
               policies provided for herein, or

                    (c) make any  other  payment  or  perform  any  other act on
               Tenant's part to be made or performed as in this Lease provided,

and may enter upon the Demised Premises for the purpose and take all such action
thereon as may be necessary therefor.



<PAGE>


         Section  19.2.  All  reasonable  sums  so  paid  by  Landlord  and  all
reasonable  costs and  expenses  incurred  by Landlord  in  connection  with the
performance of any such act,  together with interest  thereon at the rate of 10%
per annum from the respective dates of Landlord's making of each such payment or
incurring of each such cost and expense shall be paid by Tenant to Landlord upon
demand.  Any  payment or  performance  by  Landlord  pursuant  to the  foregoing
provisions  of this Article shall not be nor be deemed to be a waiver or release
of the  breach or  default  of Tenant  with  respect  thereto or of the right of
Landlord to terminate this Lease, institute summary proceedings and/or take such
other action as may be  permissible  hereunder in the event of breach or default
by Tenant.  It is agreed that Tenant's  liability  hereunder shall be limited to
its interest in the Property.

                                   ARTICLE 20
                      Permitted Use; No Unlawful Occupancy

ARTICLE 20 Permitted Use; No Unlawful Occupancy

         Section 20.1. Tenant may use the entire Demised Premises for any lawful
purpose.  Tenant  shall not use or occupy,  nor permit or  suffer,  the  Demised
Premises or any part  thereof to be used or occupied for any unlawful or illegal
business,  use  or  purpose,  nor  for  any  business,  use  or  purpose  deemed
disreputable or extra hazardous,  nor in such manner as to constitute a nuisance
of any kind,  nor for any purpose or in any way in violation of the  certificate
of  occupancy  or of  any  present  or  future  governmental  laws,  ordinances,
requirements,  orders,  directions,  rules or regulations  affecting the Demised
Premises.  Tenant shall  immediately  upon the  discovery of any such  unlawful,
illegal, disreputable or extra hazardous use take all necessary steps, legal and
equitable,  to compel the  discontinuance of such use and to oust and remove any
subtenants,  occupants  or  other  persons  guilty  of such  unlawful,  illegal,
disreputable or extra hazardous use.

         Section  20.2.  Tenant  will  not  suffer  any  act to be  done  or any
condition  to exist on the Demised  Premises  or any  portion of either,  or any
article to be brought  thereon,  which may be dangerous,  unless  safeguarded as
required  by law,  or which  does,  in law,  constitute  a  nuisance,  public or
private,  or which does make void or voidable any insurance then in force on the
Demised Premises.

         Section 20.3. Tenant shall not suffer or permit the Demised Premises or
any portion thereof to be used by the public, as such, without restriction or in
such manner as might  reasonably tend to impair  Landlord's title to the Demised
Premises or any portion  thereof,  or in such  manner as might  reasonably  make
possible a claim or claims of adverse usage or adverse possession by the public,
as such,  or of  implied  dedication  of the  Demised  Premises  or any  portion
thereof.

                                   ARTICLE 21
                Defaults, Conditional Limitation, Remedies, Etc.

ARTICLE 21 Defaults, Conditional Limitation, Remedies, Etc.

         Section  21.1.  Each of the  following  events  shall be an  "Event  of
Default" hereunder:

                    (a) If Tenant fails to pay any  installment  of Base Rent or
               Impositions or other  payments or charges  required to be paid by
               Tenant  under this Lease or any monies  advanced by Landlord  and
               collectible as Additional Rent within ten (10) days after written
               notice;

                    (b) If Tenant fails to make any deposit for  Impositions  or
               insurance,  if  required  hereunder,  as and when the same  shall
               become due and payable,  and shall not make such  deposit  within
               ten (10) days after written notice; and



<PAGE>


                    (c) If Tenant  breaches or fails to perform any of the other
               agreements,  terms,  covenants or  conditions  hereof on Tenant's
               part to be performed  and such breach or failure  shall  continue
               for the period within which performance is required to be made by
               specific  provision  of this  Lease,  or, if no such period is so
               provided,  for thirty (30) days after written notice, or, if such
               performance  cannot be reasonably had within such thirty (30) day
               period,  Tenant  shall  not in good  faith  have  commenced  such
               performance  within  such  thirty  (30) day  period and shall not
               diligently  proceed  therewith to  completion  within ninety (90)
               days after such notice.

         Section 21.2. Limitation of Liability. Notwithstanding any provision of
the law or in equity to the contrary,  the following  provisions provide for the
sole rights and remedies  available  to the Landlord  should an Event of Default
occur:  Tenant agrees to indemnify and hold  Landlord,  its partners,  officers,
directors,  shareholders,  agents  and  representatives,  or  any  other  person
relating  thereto  (the  "Landlord  Group"),   harmless  from  and  against  any
liabilities,  suits,  obligations,  fines,  damages,  penalties,  claims, costs,
charges  and  expenses  asserted by the  Mortgagee  in its pursuit of claims for
recovery under the following  Loan  Documents  against any of the members of the
Landlord  Group  which is  caused by the acts of  Tenant,  or its  employees  or
agents:  (i) Guaranty of Recourse  Obligations  of Borrower  dated  December 24,
1997, executed by Eric Brauss: (ii) Guaranty of Payment executed by Landlord and
Today Richwood, L.P., dated December 24, 1997; and (iii) Environmental Indemnity
Agreement executed by Landlord and Eric Brauss,  dated December 24, 1997. Tenant
shall not be liable under the aforesaid indemnity for any acts of members of the
Landlord Group arising under the Loan,  including without  limitation any claims
for  damages  asserted  by Lender  arising  out of the  existence  of  Hazardous
Materials in the area  referred to in the Second  Amendment as the  Contaminated
Area of the Property.  In this regard,  Landlord agrees and understands  that it
has no right to terminate  the Lease solely by reason of the  occurrence  of any
Event of Default  related to such  Hazardous  Materials or  otherwise  assert or
pursue any other claim for damages under this Lease.  The term "Loan  Documents"
means the  documents  evidencing  and securing the Secured Note  executed by the
Landlord and/or the members of the Landlord Group..

                                   ARTICLE 22
                                     Notices

ARTICLE 22 Notices

         Section  22.1.  Whenever it is provided  herein  that  notice,  demand,
request or other communication shall or may be given to or served upon either of
the parties by the other,  and  whenever  either of the parties  shall desire to
give or serve upon the other any notice,  demand, request or other communication
with respect hereto or the Demised Premises,  each such notice,  demand, request
or other  communication  shall be in  writing  and,  any law or  statute  to the
contrary notwithstanding,  shall be effective for any purpose if given or served
as follows or at such other  address as Landlord or Tenant may from time to time
designate  by  notice  given  to the  other  party  by  facsimile  transmission,
registered or certified mail:

         If to Landlord:   .........        Today Parkwood, L.P.
                                            c/o Today Realty Advisors, Inc.
                                            17400 Dallas Parkway, Suite 216
                                            Dallas, Texas 75287
                                            Attention: Sue Shelton
                                            Telephone: (972) 407-9067
                                            Telecopy: (972) 407-9068

         With Copy to:     .........        Fishman, Jones, Walsh & Gray, P.C.
                                            8117 Preston Road, Suite 440
                                            Dallas, Texas 75225
                                            Attention: Edward M. Fishman, Esq.
                                            Telephone: (214) 265-2200
                                            Telecopy: (214) 265-2204


<PAGE>


         If to Tenant:              United Investors Realty Trust
                                    5847 San Felipe
                                    Suite 850
                                    Houston, Texas 77057
                                    Attention: Randall D. Keith
                                    Vice-President and Chief Operating Officer
                                    Telephone: (713) 781-2858
                                    Telecopy:  (713) 268-6005

         With a Copy to:
                                    United Investors Realty Trust
                                    8080 North Central Expressway
                                    Suite 500
                                    Dallas, Texas 75206
                                    Lewis H. Sandler
                                    President and Chief Executive Officer
                                    Telephone: (214) 360-3665
                                    Telecopy: (214) 360-3696

                                    James, Goldman & Haugland, P.C.
                                    Attn: Merton B. Goldman, Esq.
                                    8th Floor Texas Commerce Bank Bldg.
                                    201 East Main
                                    El Paso, Texas 79901
                                    (915) 532-3911
                                    FAX: (915) 541-6440

                                   ARTICLE 23
                                  Condemnation

ARTICLE 23 Condemnation

         Section 23.1.  If at any time during the term of this Lease,  the whole
or materially all of the Property shall be taken for any public or  quasi-public
purpose  by any  lawful  power or  authority  by the  exercise  of the  right of
condemnation  or eminent  domain or by agreement  between  Landlord,  Tenant and
those authorized to exercise such right,  this Lease and the Term hereby granted
shall  terminate  and  expire  on the date of such  taking  and the  Base  Rent,
Additional  Rent and other  sums and other  charges  provided  to be paid by the
Tenant  shall be  apportioned  and paid to the date of such taking (the  "Taking
Date").

         The term  "materially  all of the  Property"  means the  portion of the
Property,  as when so taken,  would leave  remaining the balance of the Property
which,  due either to the area so taken or the  location of the part so taken in
relation to the part not so taken, would not under economic  conditions,  zoning
laws or building regulations then existing or prevailing,  readily accommodate a
new building or buildings  of a nature  similar to the  Buildings at the date of
such  taking  and of floor area  sufficient,  together  with the  portion of the
Buildings  not  taken in the  condemnation,  to  produce  a fair and  reasonable
return, after payment of (i) all operating expenses thereof, (ii) the net rental
as same may be reduced as a result of such  taking,  (iii)  additional  rent and
other  sum or  sums of  money  and  other  charges  herein  reserved  and  after
performance of all covenants, agreements, terms and provisions herein and by law
provided to be preformed and paid by Tenant.



<PAGE>


         The term  "Taking  Date" means the date the Demised  Premises or a part
thereof,  as the case may be, shall be deemed to have been taken or condemned on
the date on which actual  possession of the Demised  Premises or a part thereof,
as the case may be, is acquired by any lawful  power or authority on the date on
which title vests therein, whichever is earlier.

         Section 23.2. If less than materially all of the Demised Premises be so
taken or condemned, this Lease and the Term thereof shall continue, and the Base
Rent due and payable shall continue

         In the event of any taking or  condemnation as provided in this Section
23.2,   the  entire  award  or  the  aggregate  of  the  separate   awards  (the
"Condemnation  Award") to Landlord and Tenant,  as the case may be, shall belong
to and be the sole property of Tenant without any claim on the part of Landlord,
(Landlord  hereby  waiving  all  claims for any value for its  leasehold  or its
interest in this Lease or otherwise), but subject to the terms of the Mortgage.

     Section  23.3. If the temporary use of the whole or any part of the Demised
Premises  shall  be  taken  at any  time  during  the  Term  for any  public  or
quasi-public  purpose by any lawful power or  authority,  by the exercise of the
right of  condemnation  or eminent  domain,  the Term of this Lease shall not be
reduced or affected in any way and Tenant shall continue to pay in full the Base
Rent,  Additional  Rent and other sums  provided  to be paid by  Tenant.  If the
Condemnation  Award is in the form of rent recoverable in respect of such taking
and shall be payable in quarterly or more frequent installments, Tenant shall be
entitled to make claim to and retain such award or awards in the form of rent so
payable,  provided  this Lease is then in force and effect and so long as Tenant
is  otherwise  if full  compliance  with the terms and  conditions  hereof,  but
subject to the terms of the Mortgage.  Section 23.4. In case of any governmental
action,  not  resulting  in the  taking or  condemnation  of any  portion of the
Demised Premises but creating a right to compensation therefor, such as, without
limitation  (except as  otherwise  provided in this Article 23), the changing of
the grade of any street upon which the Demised  Premises abut,  this Lease shall
continue in full force and effect  without  reduction or abatement of Base Rent,
Impositions,  or any other  payment of Tenant to be made  hereunder,  and Tenant
shall be entitled to the payment of the entirety of such  proceeds,  but subject
to the terms of the Mortgage.

                                   ARTICLE 24
                                  Miscellaneous

ARTICLE 24  Miscellaneous

         Section 24.1. No Oral Agreements. This Lease contains all the promises,
agreements,  conditions,  inducements and  understandings  between  Landlord and
Tenant relative to the Demised  Premises and there are no promises,  agreements,
conditions, understandings,  inducements, warranties or representations, oral or
written, expressed or implied, between them other than as herein set forth.

         Section  24.2.  Invalidity  of  Certain  Provisions.  If  any  term  or
provision  of  this  Lease  or  the   application   thereof  to  any  person  or
circumstances  shall, to any extent, be invalid or unenforceable,  the remainder
of this  Lease,  or the  application  of such term or  provision  to  persons or
circumstances other than as to which it is held invalid or unenforceable,  shall
not be  affected  thereby,  and each term and  provision  of this Lease shall be
valid and be enforced to the fullest extent permitted by law.



<PAGE>


         Section 24.3. Compliance with Mortgage. Notwithstanding anything to the
contrary   contained  herein,   Tenant  covenants  and  agrees  that  after  the
Commencement  Date (i) it will not create or permit to be created any  condition
or do or permit to be done any act or thing which may be prohibited by the terms
of the Mortgage, (ii) it will execute and deliver any documents, papers or other
instruments which may be necessary or required to permit the due performance and
compliance  with all of the terms,  covenants and  agreements of the Mortgage by
the party responsible thereunder for such performance,  and (iii) it will comply
with all of the terms,  covenants and conditions contained in the Mortgage other
than any  payments of  principal  and  interest  due and owing under the Secured
Note,  tax and  insurance  payments  due under the  Mortgage.  Tenant  agrees to
indemnify  Landlord for any loss it may suffer or incur arising  under  Tenant's
breach of the  provisions  of this  Section.  The terms hereof shall survive any
termination of this Lease.

         Section 24.4.  Recording of Memorandum.  Landlord and Tenant will, upon
the written request of the other, join in the execution of a memorandum of lease
in proper form for recordation in the appropriate  office or offices wherein the
Demised  Premises are  situated,  setting  forth the existence and terms of this
Lease, and Landlord and Tenant will each take further action as may be necessary
to effect such  recordation.  No memorandum  shall be recorded without the prior
written consent of both parties hereto.

         Section 24.5.  This Lease cannot be changed or terminated  orally,  but
only by an instrument in writing  executed by the party against whom enforcement
of any waiver, change, modification or discharge is sought.

         Section  24.6.  This  Lease  shall  be  governed  by and  construed  in
accordance with the laws of the State of Texas.

         Section 24.7. The agreements,  terms,  covenants and conditions  herein
shall  bind and inure to the  benefit  of  Landlord  and  Tenant and each of its
successors and assigns.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Lease
Agreement in multiple original counterparts, the day, month and year first above
written.

             LANDLORD:  TODAY PARKWOOD, L.P., a Texas limited partnership
             By:        Today   Parkwood  GP,   Inc.,   its  General Partner



             By:________________________________________

             Name:______________________________________

             Title:_____________________________________  


             TENANT:          UNITED   INVESTORS   REALTY   TRUST,   a  Texas
                              real   estate investment trust



             By:_________________________________ 
                 Lewis H. Sandler, its President




<PAGE>



                                   SCHEDULE I

                                    BASE RENT

         Tenant shall pay as Base Rent prior to the maturity date of the Secured
         Note,  an amount  equal to the  amount  per month due  pursuant  to the
         Secured  Note.  Payments of Base Rent  commence as of the  Commencement
         Date  with  subsequent  installments  due and  payable  on the same day
         installments  of principal  and interest are due under the Secured Note
         and continue on the same day during the Term hereof.  Tenant  agrees to
         pay on or before its due date,  each  installment of Base Rent plus any
         tax  and  insurance   escrow  and  other  escrow  amounts  directly  to
         Mortgagee, provided it contemporaneously with such payment furnishes to
         Landlord a copy of its check or other form of payment.

         During the one year period  following  the maturity date of the Secured
         Note, the Base Rent equals the sum of $1.00, the receipt of payment and
         the  sufficiency  of   consideration   of  which  the  Landlord  hereby
         acknowledges.


<PAGE>



                                   SCHEDULE II

                              PERMITTED EXCEPTIONS


                                     <PAGE>



                                   EXHIBIT "A"

                               DESCRIPTION OF LAND




<PAGE>
Exhibit 10.5

Richwood Master Lease
                                 LEASE AGREEMENT

                                 BY AND BETWEEN


                              TODAY RICHWOOD, L.P.

                                   AS LANDLORD

                                       AND

                          UNITED INVESTORS REALTY TRUST

                                    AS TENANT

                                  Pertaining To

                            Richwood Shopping Center
                        Richardson, Dallas County, Texas










                                               Dated December 31, 1998


<PAGE>



334006.1
                             Richwood Master Lease
                                      - 9 -
                                 LEASE AGREEMENT


                                Table of Contents

                                                                            Page

ARTICLE 1         Definitions.................................................1


ARTICLE 2         Premises and Term of Lease..................................3


ARTICLE 3         Rent........................................................3


ARTICLE 4         Taxes and Other Charges.....................................4


ARTICLE 6         Use of Fire Insurance Proceeds..............................8


ARTICLE 7         Damage and Destruction-No Effect on Lease...................8


ARTICLE 9         This Article intentionally omitted..........................9

ARTICLE 10        Repairs.....................................................9


ARTICLE 11        Changes and Alterations....................................10


ARTICLE 12        Requirement of Public Authorities..........................10


ARTICLE 13        Fixtures and Articles of Personal Property.................11


ARTICLE 14        Discharge of Liens.........................................11


ARTICLE 15        Environmental Responsibilities.............................12


ARTICLE 16        Landlord Not Liable for Injury or Damage...................13


ARTICLE 17        Indemnification............................................13


ARTICLE 18        Landlord's Right of Inspection.............................14


ARTICLE 19        Landlord's Rights to Perform Tenant's Covenants............14


ARTICLE 20        Permitted Use; No Unlawful Occupancy.......................15


ARTICLE 21        Defaults, Conditional Limitation, Remedies, Etc............15


ARTICLE 22        Notices....................................................16


ARTICLE 23        Condemnation...............................................17


ARTICLE 24        Miscellaneous..............................................18


Exhibit "A"                Description of the Land

Schedule "I"               Base Rent

Schedule "II"              Permitted Exceptions


<PAGE>


                                 LEASE AGREEMENT

         LEASE  AGREEMENT,  is made to be  effective  as of December  31,  1998,
between TODAY RICHWOOD,  L.P., a Texas limited  partnership having its principal
office at c/o Today Realty  Advisors,  Inc.,  17400 Dallas  Parkway,  Suite 216,
Dallas, Texas 75287 (the "Landlord"), and UNITED INVESTORS REALTY TRUST, a Texas
real estate  investment  trust having its  principal  office at 5847 San Felipe,
Suite 850, Houston, Texas 77057 (the "Tenant").

                                    ARTICLE 1
                                   Definitions

         Section 1.1.  The terms  defined in this  Article,  for all purposes of
this Lease and all  agreements  supplemental  hereto,  have the meanings  herein
specified unless the context otherwise requires.

          (a) "Acquisition  Agreement" means that certain Acquisition  Agreement
     between  Landlord as one of several  parties named as seller  therein,  and
     Tenant's  assignee,  Centennial  Acquisition Corp. as buyer therein,  dated
     October 16, 1998,  as amended,  pertaining  to the sale of the Property and
     other properties.  Reference in this Lease to the "Second  Amendment" means
     the Second Amendment to the Acquisition Agreement, dated as of December 31,
     1998.

          (b)  "Buildings"  means  and  includes  buildings,   improvements  and
     structures now or hereafter  erected (when  permitted by Landlord) upon the
     Demised Premises,  the Equipment and the Furniture and Fixtures,  including
     all  fixtures  and  appurtenances  therein  and  thereto  and all  personal
     property of every kind and  description,  affixed or attached to, or placed
     in or upon or  used  for or  adapted  to in any  way  the  use,  enjoyment,
     occupancy and operation of the said buildings,  improvements and structures
     (other  than the  property  which may be removed by Tenant as  specifically
     permitted  by the  provisions  of this Lease) and any and all  replacements
     thereof, additions thereto and substitutes therefor.

          (c) "Commencement Date" means the date of this Lease.

          (d) "Demised Premises" means the Land and Buildings.

          (e)  "Equipment"  means to  include,  but is not be  limited  to,  all
     machinery,   engines,   dynamos,   boilers,   elevators,  air  conditioning
     compressors,  ducts,  units and  equipment,  heating and hot water systems,
     pipes,  plumbing,  wiring, and gas, steam,  water and electrical  fittings,
     used in connection with the operation of the Buildings.

          (f)  "Furniture  and  Fixtures"   means  and  includes  all  fixtures,
     appurtenances,  furniture,  furnishings,  decorations  and  other  personal
     property of every kind and description now or hereafter affixed or attached
     to or  placed  in or upon and used  for or  adapted  in any way to the use,
     enjoyment, occupancy and operation of the Buildings or any part thereof and
     all  replacements  and renewals  thereof and all  additions  thereto and an
     substitutes therefor.



<PAGE>


          (g)  "Hazardous  Materials"  means  any  pollutant,  toxic  substance,
     regulated  substance,   hazardous  waste,  hazardous  material,   hazardous
     substance,  oil,  hydrocarbon,  asbestos  or similar  item as defined in or
     pursuant to the Resource  Conservation  and Recovery  Act, as amended,  the
     Comprehensive Environmental Response,  Compensation,  and Liability Act, as
     amended,  the Federal Clean Water Act, as amended,  the Safe Drinking Water
     Act, as amended,  the Federal Water Pollution Control Act, as amended,  the
     Texas Water  Code,  as amended,  the Texas  Solid  Waste  Disposal  Act, as
     amended,  or any other federal,  State of Texas, or local  environmental or
     health and safety  related,  constitutional  provisions,  law,  regulation,
     ordinance,  rule,  or  bylaw,  whether  existing  as of  the  date  hereof,
     previously   enforced   or   subsequently    enacted    (collectively   the
     "Environmental Laws")

          (h) "Impositions" means all taxes, assessments, water rates, rents and
     charges,  sewer rates,  rents and charges for all steam,  heat, gas, water,
     electricity,  light,  power and all  other  utilities  and  other  services
     furnished to the Demised  Premises or to the  Buildings or to the occupants
     of either, excises,  levies, duties, licenses and permit fees and all other
     payments  and  charges  of every kind and nature  whatsoever,  private  and
     public,  ordinary  and  extraordinary,  general or  special,  foreseen  and
     unforeseen of any kind and nature  whatsoever  which at any time during the
     term of this Lease may be assessed,  levied,  charged upon, imposed upon or
     become due or payable out of, or become a lien on the Demised Premises,  or
     the rent and income received by Tenant from subtenants,  concessionaires or
     licensees of the Demised  Premises,  it being the  intention of the parties
     that the rents reserved herein shall be received and enjoyed by Landlord as
     a net sum free from all such taxes, payments,  charges and such other items
     provided, notwithstanding anything to the contrary hereinabove contained.

          (i) "Land" means that certain tract of land situated in Dallas County,
     Texas, being described on Exhibit "A" annexed hereto and made a part hereof
     for all purposes, which forms a part of the Demised Premises.

          (j) "Mortgagee" means the holder of the Mortgage.

          (k) "Mortgage" means that certain Deed of Trust and Security Agreement
     dated  December  24,  1997,  executed  by  Landlord  as  trustor to William
     Campbell as Trustee,  securing  the Secured  Note,  and filed for record in
     Volume 97250, Page 1290, Deed of Trust Records of Dallas County, Texas.

          (l) "Option to Require  Repurchase"  means the right granted to Tenant
     to require the  repurchase  of the  Project,  which  option is set forth in
     Section 4 (e) of the Second Amendment.

          (m)  "Secured  Note"  means that one  certain  promissory  note in the
     original principal sum of $3,400,000.00,  dated December 24, 1997, executed
     by  Landlord,  made  payable to the order of Lehman  Brothers,  Inc.  d/b/a
     Lehman  Capital,  a division of Lehman  Brothers  Holdings,  Inc.,  and any
     renewals extensions, consolidations or replacements thereof.

          (n) "Property" means the Demised Premises.

          (o) "Tenant" means the Tenant named herein and any successor or assign
     permitted hereunder.

          (p)  "Tenant's  Option"  means  the  right  granted  to the  Tenant to
     purchase all or part of the Property,  which option is set forth in Section
     4(b) of the Second Amendment.


<PAGE>


          (q) "Term"  means the term of this  Lease as set forth in Section  2.2
     hereof.

                                    ARTICLE 2
                           Premises and Term of Lease

         Section  2.1.  Leasehold.  Landlord  does  hereby  demise  and lease to
Tenant,  and  Tenant  does  hereby  hire and take  from  Landlord,  the  Demised
Premises, subject to the interests, liens, charges, encumbrances and matters set
forth on  Schedule  II annexed  hereto and made a part  hereof  (the  "Permitted
Exceptions").

         TO HAVE AND TO HOLD unto Tenant,  its successors  and assigns,  for the
term  described  herein,   unless  such  term  shall  be  sooner  terminated  as
hereinafter provided.

         Section 2.2. Term. The term of this Lease (the "Term")  commences as of
the date hereof (the  "Commencement  Date") and  terminates  on the first annual
anniversary  date  of the  maturity  date of the  Secured  Note,  unless  sooner
terminated  upon the  occurrence  of the earliest of the  following  events,  or
extended as provided in Section 2.3 hereof:

          (a) Transfer of title to the  Property  unto Tenant under the terms of
     the Acquisition Agreement or the Tenant's Option; or

          (b) Exercise by Tenant of the Option to Require  Repurchase  under the
     terms of the Acquisition Agreement.

         Section 2.3. Quiet Enjoyment.  Landlord  covenants that, if and so long
as Tenant faithfully  performs the agreements,  terms,  covenants and conditions
hereof,  Tenant shall and may  peaceably  and quietly  have,  hold and enjoy the
Demised Premises for the Term hereby granted, without molestation or disturbance
by or from Landlord and free of any encumbrance created or suffered by Landlord,
except those to the Permitted Exceptions.

                                    ARTICLE 3
                                      Rent

         Section  3.1.  Payment.  Tenant  shall pay to Landlord (or as otherwise
provided in Schedule I annexed hereto) at such address as Landlord may designate
in writing,  a monthly  rental equal to the sums set forth on Schedule I annexed
hereto  (the "Base  Rent").  The Base Rent shall be payable by wire  transfer of
funds in equal monthly installments in advance on the first day of each calendar
month during the term of this Lease  beginning on the on the first  payment date
set forth under the terms of the Secured Note.  The rent shall be in addition to
and over and above all other  payments to be made by Tenant as herein  provided.
Rent for partial months, if any, shall be apportioned. The rent shall be paid to
Landlord  without notice or demand and, except as otherwise  expressly  provided
herein, without abatement, deduction,  counterclaim or setoff. Tenant shall also
pay  without  notice or demand  except as may be  specifically  required by this
Lease,  and without  abatement,  deduction,  counterclaim  or setoff,  all other
costs, charges, deposits and expenses prescribed herein ("Additional Rent").



<PAGE>


         Section 3.2 Late Charge.  If payment of any Base Rent  becomes  overdue
under the terms of the Secured Note, and the holder of the Secured Note assesses
a late  charge  or  default  rate,  penalties,  fees,  etc.,  for such  past due
installment,  such late  charge  also  becomes  due and  payable to  Landlord as
liquidated  damages for  Tenant's  failure to make prompt  payment and said late
charges shall be immediately due and payable by Tenant.

         Section  3.3.  Net Lease.  It is the purpose and intent of Landlord and
Tenant that the net rent shall be absolutely  net to Landlord so that this Lease
shall yield net to Landlord,  the net rent specified above in this Article 3 and
that all costs and expenses and obligations of every kind and nature  whatsoever
whether now existing or hereafter arising or whether beyond the contemplation of
the parties,  shall be timely paid by Tenant.  Except as otherwise  specifically
provided in this Lease, there shall be no abatement,  diminution or reduction of
rent,  charges or other  compensation  claimed  by or allowed to Tenant,  or any
person  claiming  under it,  nor  shall  there be  abatement  or  diminution  or
reduction of the performance of the other  obligations by Tenant hereunder under
any circumstances.

                                    ARTICLE 4
                             Taxes and Other Charges

         Section 4.1.

          (a) Tenant  covenants  and agrees to pay to  Landlord  or on behalf of
     Landlord  all paving  assessments,  ad valorem  taxes,  real  estate  taxes
     (including,  but not  limited  to,  those  imposed  by  independent  school
     districts, municipal governments, County of Dallas, State of Texas, and any
     other  governmental  authority  imposing  taxes  upon the owner of real and
     personal property related to the value thereof) and all other  governmental
     charges, general and special, ordinary and extraordinary,  foreseen as well
     as unforeseen,  of any kind and nature whatsoever,  including further,  but
     not limited to,  assessments  for pubic  improvements  or benefits  (all of
     which taxes, levies and other governmental charges are included in the term
     "Impositions"  as used  herein)  which  are  assessed,  levied,  confirmed,
     imposed or become a lien upon the Demised Premises, or any part thereof, to
     the  extent  that the same  relate to any  period of time  during  the Term
     hereof, provided however, that, if, by law, any such Imposition is payable,
     or may, at the option of the taxpayer,  be payable in installments (whether
     or not interest is accrued on the unpaid balance of such  Imposition),  the
     Tenant may pay the Landlord as and for the same (and any interest  accruing
     on the  unpaid  balance of such  Imposition)  in  installments  as the same
     respectively become due and before any fine, penalty,  interest or cost may
     be added  thereto for the  non-payment  of such  installment  and interest.
     Landlord  covenants  and agrees to cooperate  with Tenant so that Tenant is
     granted access to and is otherwise  permitted to use any funds deposited in
     escrow with the Mortgagee.



<PAGE>


          (b) If, during the Term, under the laws of the State of Texas or other
     taxing  authority,  a tax or  excise  on rents or other  tax is  levied  or
     assessed  by the  State  of Texas or other  taxing  authority  against  the
     Landlord  or  the  rental  expressly   reserved   hereunder  as  a  clearly
     ascertainable  substitute,  in whole  or in part,  for  taxes  assessed  or
     imposed by said state or  authority on Land and  Buildings,  or on personal
     property,  the Tenant  covenants to pay and discharge such tax or excise on
     rents or other tax but only to the  extent of the amount  thereof  lawfully
     assessed or imposed  upon the  Landlord and lawfully so assessed or imposed
     as a  direct  result  of the  ownership  by  the  Landlord  of the  Demised
     Premises, or any part thereof, or of this Lease, or of the rentals accruing
     under this Lease,  it being the  intention  of the parties  hereto that the
     rent to be paid  hereunder  shall be paid to the  Landlord  absolutely  net
     without deduction of any nature whatsoever,  except that Landlord shall pay
     all  mortgages  as  provided  herein.  The payment to be made by the Tenant
     pursuant to this paragraph shall be made before any fine, penalty, interest
     or cost may be added thereto for the non-payment thereof.

         Section  4.2.  Tenant  agrees  that  Tenant  will make  payment  to the
Mortgagee  on behalf  of  Landlord  for any  Imposition  and other  items of tax
referred  to  herein no later  than ten (10) days  prior to the date such tax or
other Imposition is due and payable to the taxing authority.  Landlord agrees to
furnish to Tenant a statement of the amount of tax or Imposition  due and a copy
of the statement of the taxing authority  levying such  Imposition,  and, in all
events, Tenant agrees to make such payment before the payment of such Imposition
and  tax  to  the  taxing  authority  becomes  delinquent.  Notwithstanding  the
foregoing,  Tenant  agrees  that,  if the  Landlord  is  required  to escrow tax
payments with the Mortgagee,  Tenant will make monthly payments to the Mortgagee
on behalf  of  Landlord,  in  advance,  on the  first day of each  month by wire
transfer of funds,  each of such payments to be in the same amount paid or to be
paid by Landlord to the Mortgagee.  If such monthly payments are insufficient in
amount to pay the  aggregate of such  Imposition  and tax before the same become
delinquent,  or the Mortgagee requires a different amount, such deficiency shall
be made good by Tenant  promptly  upon  receipt  of  Landlord's  statement  with
respect  to the same or a copy of the  Mortgagee's  statement,  and in the event
such  monthly  payments  shall  exceed  the  amount  of the  aggregate  of  such
Imposition and taxes when the aggregate  amount  thereof is actually  determined
(unless same is retained by the  Mortgagee),  such excess shall be credited upon
subsequent payments with respect thereto required of the Tenant.

         Section 4.3.  Tenant shall have the right at its own expense to contest
the amount or validity,  in whole or in part, of any  Imposition by  appropriate
proceedings  diligently  conducted in good faith but only after  payment of such
Imposition  unless  such  payment  would  operate  as a bar to such  contest  or
interfere   materially   with  the   prosecution   thereof,   in  which   event,
notwithstanding  the  provisions  of  subparagraph  (a) hereof,  payment of such
Imposition shall be postponed if and only so long as:

          (a) neither the Demised  Premises nor any part thereof would by reason
     of such  postponement,  or deferment be, in the reasonable  judgment of the
     Landlord, in danger of being forfeited or lost, and

          (b) the Mortgage  will be complied with and would not be, by reason of
     such postponement or deferment,  in the reasonable judgment of Landlord, in
     danger of being foreclosed.

         Upon  the  termination  of  any  such  proceedings,  it  shall  be  the
obligation  of Tenant to pay the amount of such  Imposition  or part  thereof as
finally  determined  in such  proceedings,  the  payment  of which may have been
deferred  during the prosecution of such  proceedings,  together with any costs,
fees, interests, penalties, or other liabilities in connection therewith.

         Section  4.4.  Tenant  shall  have a right to seek a  reduction  in the
valuation of the Demised Premises assessed for tax purposes and to prosecute any
action or proceeding in connection therewith.  Tenant may, if it so desires, but
at its own expense  attempt to obtain a lowering of the assessed  valuation upon
the  Demised  Premises or any part  thereof  for the  purpose of reducing  taxes
thereon, and in such event, Landlord, at no cost or expense to Landlord,  agrees
to cooperate in effecting such a reduction.



<PAGE>


         Section 4.5.  Landlord shall not be required to join in any proceedings
referred  to in Section 4.3 hereof  unless the  provisions  of any law,  rule or
regulation at the time in effect shall require that such  proceedings be brought
by and/or in the name of Landlord or any owner of the Demised Premises, in which
event Landlord  shall join in such  proceedings or permit the same to be brought
in its name.  Landlord  shall not ultimately be subject to any liability for the
payment of any costs or expenses in connection  with any such  proceedings,  and
Tenant  will  indemnify  and save  harmless  Landlord  from any such  costs  and
expenses.  Landlord may require any such  proceedings be brought in its name but
in any such event the proceedings shall be for the sole benefit of Tenant.

         Section 4.6 Tenant shall be entitled to the benefit of the reduction in
any  Impositions  during  the Term  hereof  and  Landlord  agrees to join in any
consent or endorse any payment to which  Tenant may be entitled  resulting  from
such reduction in Impositions.

                                    ARTICLE 5
                                    Insurance

         Section 5.1. At all times during the term of this Lease,  Tenant at its
own cost and expense shall:

          (a) Keep the Buildings  insured against loss or damage by fire and all
     other  hazards  covered  by the  usual all risk  endorsement,  in an amount
     sufficient to prevent  Landlord and Tenant from becoming  coinsurers  under
     provisions  of  applicable  policies of  insurance,  but in any event in an
     amount  not less than  eighty  (80%)  percent of the full  insurable  value
     thereof (replacement value less physical  depreciation)  excluding the cost
     of  excavations  and of foundation  below the level of the lowest  basement
     floor,  but in any  event  in such  amounts  in order  to  comply  with the
     requirements of the Mortgage.

          (b) Provide and keep in force,  insurance against liability for bodily
     injury and death and  property  damage and boiler and  machinery  insurance
     (provided  the Buildings  contain  equipment  ordinarily  covered by such a
     policy),  all such  insurance  to be in such  amounts  and in such forms of
     policies as may from time to time be reasonably required by Landlord and in
     compliance   with  the  Mortgage.   Such  liability   insurance   shall  be
     comprehensive   general  public  liability   insurance  and  shall  include
     specifically the Buildings,  the Demised Premises and all garages,  streets
     and sidewalks and all areas in the Buildings. In any event:

                           (i)......the insurance against liability for personal
                  injury and death and  property  damage  shall be not less than
                  One  Million  and  No/100  ($1,000,000.00)   Dollars  for  any
                  occurrence on a single limit "at risk" basis;

                           (ii).....boiler  and machinery  insurance shall be in
                  an  amount  and  in  such  form  as  Landlord  may  reasonably
                  required.

          (c) If a sprinkler system is contained  within the Buildings,  provide
     and  keep in  force  sprinkler  leakage  insurance  in  amounts  and  forms
     reasonably satisfactory to Landlord and in compliance with the Mortgage.

          (d)  Provide  and keep in force  plate  glass  insurance  which may be
     included in the policy provided for in subparagraph (b) above.



<PAGE>


          (e) Provide and keep in force such other insurance and in such amounts
     as may from time to time be required by Landlord and in compliance with the
     Mortgage  against such other insurable  hazards as at the time are commonly
     insured against in the case of premises similarly situated due regard being
     given to the type of the Buildings,  their  construction  and their use and
     occupancy.

         Section 5.2.

          (a) All  insurance  provided by Tenant,  as required by this  Article,
     shall be carried  in favor of  Landlord  and  Tenant,  as their  respective
     interests may appear,  and, in the case of insurance  against damage to the
     Buildings  by fire or other risk,  shall also  include the  interest of the
     holder of the Mortgage.  All  insurance  shall be in such form and shall be
     taken  in  such  responsible  companies  as are  reasonably  acceptable  to
     Landlord and  acceptable to the holder of the  Mortgage.  Tenant shall have
     the privilege of procuring all such  insurance  through its own sources and
     as a part of any blanket policies maintained by Tenant.

          (b) Tenant shall procure  policies for all such  insurance for periods
     of not  less  than  one  (1)  year  and  shall  deliver  to  Landlord  such
     certificates confirming the effectiveness of such policies with evidence of
     the payment of premiums  thereon in the event  blanket  policies  have been
     issued and shall procure renewals thereof from time to time at least thirty
     (30)  days  before  the  expiration  thereof.  Tenant  and  Landlord  shall
     cooperate in connection  with the  collection of any insurance  monies that
     may be due in the event of loss and shall  execute and deliver  such proofs
     of loss and other  instruments  which may be  required  for the  purpose of
     obtaining the recovery of any such insurance monies.

         Section 5.3.

          (a) Notwithstanding  the foregoing,  Tenant agrees that if Landlord is
     required  to escrow  insurance  premiums  with the holder of the  Mortgage,
     Tenant  agrees  to make  monthly  payments  to the  Mortgagee  on behalf of
     Landlord,  in advance,  on the first day of each month by wire  transfer of
     funds, each of such payments to be in the same amount paid or to be paid by
     the Landlord to the Mortgagee.

          (b) All fire insurance  policies provided for herein shall provide for
     payment  of loss to  Tenant  and  the  holder  of the  Mortgage,  as  their
     respective interests may appear,

          (c)  Tenant  shall not  violate  or permit to be  violated  any of the
     conditions or  provisions  of any such policy,  and Tenant shall so perform
     and satisfy the requirements of the companies writing such policies that at
     all times  companies of good  standing  satisfactory  to Landlord as herein
     above provided shall be willing to write and/or continue such insurance.

          (d) Each  policy of  insurance  required  to be  obtained by Tenant as
     herein provided and each  certificate  therefor issued by the insurer shall
     contain an  agreement by the insurer that such policy shall not be canceled
     without at least thirty (30) days' prior written notice to Landlord, and to
     any mortgagee to whom a loss  thereunder may be payable.  All such policies
     shall also cover any increased risks as a result of construction,  repairs,
     alterations  and additions to the Buildings and shall provide that any loss
     shall be payable  to  Landlord  notwithstanding  any act of  negligence  of
     Tenant which might otherwise  result in forfeiture of said  insurance.  All
     other terms of the  Mortgage  related to the terms hereof shall be complied
     with by Tenant.


<PAGE>


         Section 5.4.  Landlord and Tenant hereby release the other from any and
all liability or responsibility to the other or anyone claiming through or under
them by way of  subrogation  or  otherwise  for any loss or damage  to  property
caused  by  fire  or any of the  extended  coverage  or  supplementary  contract
casualties, even if such fire or other casualty is caused in whole or in part by
the other  party,  or anyone for whom such party may be  responsible,  provided,
however, that this release shall be applicable and in force and effect only with
respect to loss or damage occurring during such time as the releasor's  policies
shall contain a clause or  endorsement to the effect that any such release shall
not  adversely  affect or impair  said  policies or  prejudice  the right of the
releasor  to recover  thereunder.  Landlord  and Tenant each agrees that it will
request  its  insurance  carriers  to include in its  policies  such a clause or
endorsement.  If extra cost shall be charged  therefor,  each party shall advise
the other thereof and of the amount of the extra cost,  and the other party,  at
its election, may pay the same, but shall not be obligated to do so.

                                    ARTICLE 6
                         Use of Fire Insurance Proceeds

         Section 6.1. If the Buildings or any part thereof shall be destroyed or
damaged in whole or in part by fire or other  casualty  (including  any casualty
for which  insurance  was not  obtained  or  obtainable)  or any kind or nature,
ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to Landlord
immediate  notice  thereof,  and Tenant,  to the extent  insurance  proceeds are
available for the purpose,  shall promptly repair, alter,  restore,  replace and
rebuild the same,  at least to the extent of the value and as nearly as possible
to the character of the Buildings existing immediately prior to such occurrence;
and Landlord shall in no event be called upon to repair, alter, replace, restore
or rebuild the  Buildings nor to pay any of the costs or expenses  thereof.  All
work shall be done in accordance with the provisions of Article 11 hereof and no
work shall be commenced until all the conditions  precedent to the  commencement
of  changes  and  alterations  as  stipulated  in  Article  11 shall  have  been
satisfied.

         Section 6.2. Landlord agrees to promptly pay over to Tenant,  from time
to time, upon the following terms, any monies which may be received by Landlord,
from such  insurance  provided  by  Tenant.  Landlord  shall pay to  Tenant,  as
hereinafter provided,  the entirety of the aforesaid insurance proceeds, for the
purpose of repairs or  restoration to be made by Tenant to restore the Buildings
to a value  which shall be not less than their value prior to such fire or other
casualty. If any mechanic's lien is filed against the Property, Tenant agrees to
satisfy or otherwise  discharge such lien or a bond is posted in accordance with
applicable state law, if any, subject to approval by Landlord as to form, amount
and surety. The terms hereof are subject to the terms of the Mortgage.

                                    ARTICLE 7
                    Damage and Destruction-No Effect on Lease

         Section  7.1.  This Lease shall not  terminate  or be  forfeited  or be
affected in any manner by reason of damage to or total,  substantial  or partial
destruction of the Demised  Premises or any part thereof or the Buildings or any
part  thereof  or by  reason  of the  untenantability  of the  same or any  part
thereof, for or due to any reason or cause whatsoever and Tenant notwithstanding
any law or  statute,  present  or  future,  waives any and all rights to quit or
surrender the Demised Premises or any part thereof,  and Tenant expressly agrees
that its obligations hereunder,  including the payment of net rent, Impositions,
and other sum or sums of money and other charges  hereunder,  shall continue the
same as though said  Demised  Premises or  Buildings or any part thereof had not
been  destroyed or injured,  and without  abatement,  suspension,  diminution or
reduction of any kind.


<PAGE>


                                    ARTICLE 8
                             Assignment, Subleasing

         Section 8.1. Tenant may not, without  Landlord's prior written consent,
assign the entirety of the Lease or sublet the Demised Premises as a whole.

         Section 8.2.  Tenant may sublet or grant licenses or  concessions  with
respect to portions of the Demised Premises or the Buildings without  Landlord's
prior  written  consent,  provided  that each  sublease or license or concession
shall be subject  and  subordinate  to this Lease and to the rights of  Landlord
hereunder and subject to the terms of the Mortgage. Tenant shall and does hereby
indemnify  and agree to hold  Landlord  harmless  from any and all  liabilities,
claims and causes of action arising or accruing from and after the  Commencement
Date under any terms and  conditions  of every  sublease,  license or concession
agreement.  Likewise, Landlord shall and does hereby indemnify and agree to hold
Tenant  harmless  from any and all  liabilities,  claims  and  causes  of action
arising  or  accruing  prior  to the  Commencement  Date  under  any  terms  and
conditions of every sublease, license or concession agreement.

         Section  8.3.  The fact that a violation or breach of any of the terms,
provisions or  conditions of this Lease,  results from or is caused by an act or
omission accruing on or after the Commencement  Date by any subtenant,  licensee
or  concessionaire  shall not relieve Tenant of Tenant's  obligation to cure the
same.

                             ARTICLE 9 This Article intentionally omitted.

                                   ARTICLE 10
                                     Repairs

         Section 10.1.  During the Term of this Lease,  Tenant, at its sole cost
and expense,  agrees to take good care of the Demised  Premises,  including  the
Buildings,  all sidewalks,  grounds,  areas,  vaults,  chutes,  sidewalk hoists,
railings,  gutters,  alleys  and curbs in front of or  adjacent  to the  Demised
Premises  and will put,  keep and  maintain  the same in good and safe order and
condition,  and make all repairs  therein and thereon,  interior  and  exterior,
structural and  non-structural,  ordinary and extraordinary,  and unforeseen and
foreseen,  necessary  to keep  the same in good and  safe  order  and  condition
howsoever the necessity or desirability  therefore may occur, and whether or not
necessitated by wear, tear, obsolescence or defects, latent or otherwise. Tenant
shall not commit or suffer and shall use reasonable precaution to prevent waste,
damage  or  injury  to all of the  same.  When  used in this  Article,  the term
"repairs" shall include all necessary  replacements,  renewals,  alterations and
additions. All repairs made by Tenant shall be equal in quality and class to the
original work.

         Section  10.2  Landlord  shall not be required to furnish any  services
whatsoever or facilities  whatsoever to the Demised Premises including,  but not
limited to, water,  steam,  heat, gas,  electricity,  light and power.  Landlord
shall  have no duty or  obligation  to make any  alteration,  addition,  change,
improvement,  replacement  or repair to, or to demolish,  the Demised  Premises,
except in respect to Seller's  Remediation  Work of the areas  designated as the
Contamination  Areas in the Second  Amendment.  Tenant assumes the full and sole
responsibility for the condition,  operation,  repair, alteration,  improvement,
replacement,  maintenance  and  management  of the Demised  Premises,  except in
respect to the aforesaid Seller's Remediation Work.



<PAGE>




                             Richwood Master Lease
                                     - 17 -
                                   ARTICLE 11
                             Changes and Alterations

         Section 11.1. Tenant shall have the right, at any time and from time to
time,  during  the term of this  Lease,  to make at its sole  cost and  expense,
changes and alterations in or of the Buildings,  subject, however, to compliance
with the following conditions and the terms of the Mortgage, it being understood
that  repairs,  restoration  and other work done  pursuant to the  provisions of
Articles 6 and 10 hereof shall be deemed to be changes and alterations:

          (a) No change or alteration,  involving an estimated cost of more than
     $500,000.00,  including any restoration,  repair, replacement or rebuilding
     required  by  Article 6 hereof,  shall be made  without  the prior  written
     consent of  Landlord,  which  consent may not be  unreasonably  withheld or
     delayed.

          (b) No change or alteration  involving an estimated  cost of more than
     $500,000.00   shall  be  made   except  in   accordance   with   plans  and
     specifications  and cost  estimates  prepared  and  approved  in writing by
     Landlord, which may not unreasonably withhold or delay such consent.

          (c) Any change or alteration  shall be made promptly and in a good and
     workmanlike  manner  and in  compliance  with all  applicable  permits  and
     authorizations  and  building  and  zoning  laws and with all  other  laws,
     ordinances,  orders,  rules,  regulations and  requirements of all federal,
     state and municipal governments.

          (d) Tenant shall, at its own cost and expense,  comply in all respects
     with the applicable  state mechanic's and  materialman's  lien laws as same
     are now and may  from  time  to time be  amended,  to the end  that no lien
     thereunder shall in any way affect the Property.

                                   ARTICLE 12
                        Requirement of Public Authorities

         Section 12.1. Tenant shall at its own cost and expense, during the Term
promptly  execute and comply with any and all  present and future  laws,  rules,
orders, ordinances,  regulations, statutes and requirements (the "Requirements")
with respect to the removal of any  encroachment  or the  condition,  equipment,
maintenance,  use or occupation of the Property, whether or not the same involve
or require any structural  change or the making of any  alterations or additions
in or to any structure upon or appurtenant to the Property;  and Tenant,  at its
own cost and  expense,  during the Term shall and will also  execute  and comply
with any and all provisions  and  requirements  of any fire,  liability or other
insurance  policy  required to be carried by Tenant under the provisions of this
Lease. Notwithstanding the foregoing, Landlord covenants and agrees to discharge
any mechanic's,  laborer's or materialman's  liens which may arise in connection
with Seller's  Remediation Work. Tenant shall give Landlord prompt notice of any
notice of violation of any such Requirement received by Tenant.

         Section  12.2.  At its own  expense,  Tenant  shall  have the  right to
contest the validity of any such Requirement or the application thereof.



<PAGE>


                                   ARTICLE 13
                   Fixtures and Articles of Personal Property

         Section  13.1.  Tenant  shall  keep  the  Demised  Premises  fully  and
adequately furnished and equipped with all Equipment,  Fixtures,  and Personalty
necessary for the operation of the Property.

         Section  13.2.  Tenant shall not have the right,  power or authority to
and will not remove from the Demised  Premises except for repairs,  replacement,
cleaning, other servicing, or compliance with Requirements or in connection with
alterations  permitted  hereunder,  any  Equipment,   Fixtures  or  Articles  of
Personalty without the prior written consent of Landlord,  which consent may not
be unreasonably withheld or delayed.

         Section 13.3. Tenant shall keep all Equipment and Fixtures and Articles
of Personalty in good order and repair and shall replace the same when necessary
by items of like quality and value.

         Section 13.4.  All Equipment and all Fixtures and  Personalty  shall be
fully paid for by Tenant in cash and Tenant shall not purchase any  equipment or
fixtures or articles on conditional  bills of sale or chattel mortgages or other
financing  or security  arrangements  or  agreements,  or other title  retention
agreements or arrangements.

                                   ARTICLE 14
                               Discharge of Liens

         Section  14.1.  Tenant  will not  create or permit to be  created or to
remain, and will discharge,  any lien,  encumbrance or charge (levied on account
of  any  Imposition  or  any  mechanic's,   laborer's  or  materialman's   lien,
conditional sale, title retention  agreement or chattel mortgage,  or otherwise)
which might be or become a lien,  encumbrance or charge upon the Property or any
part  thereof or the  income  therefrom,  and  Tenant  will not suffer any other
matter or thing  whereby  the  estate,  rights and  interest  of Landlord in the
Property or any part thereof might be impaired, except as specifically permitted
by this  Lease.  Likewise,  Landlord  covenants  and  agrees  to  discharge  any
mechanic's,  laborer's or materialman's liens which may arise in connection with
Seller's Remediation Work.

         Section 14.2. If any mechanic's,  laborer's or materialman's lien shall
at any time be filed  against the Property or any part thereof,  Tenant,  within
thirty (30) days after notice of the filing  thereof,  or such shorter period as
may be  required  by the  holder  of the  Mortgage,  will  cause  the same to be
discharged of record or will post a bond in  accordance  with  applicable  state
law,  if any.  If Tenant  fails to cause such lien to be  discharged  within the
aforesaid  30 day  period,  then,  in  addition  to any other  right or  remedy,
Landlord may, but shall not be obligated to, discharge the same either by paying
the  amount  claimed to be due or by  procuring  the  discharge  of such lien by
deposit  or by bonding  proceedings,  and in any such  event  Landlord  shall be
entitled,  if Landlord so elects, to compel the prosecution of an action for the
foreclosure  of such lien by the lienor and to pay the amount of the judgment in
favor of the lienor with interest,  costs and allowances.  Any amount so paid by
Landlord  and  all  costs  and  expenses  incurred  by  Landlord  in  connection
therewith,  together with interest  thereon at the maximum rate permitted by law
from the  respective  dates of Landlord's  making of the payment or incurring of
the cost and expense shall  constitute  additional  rent payable by Tenant under
this Lease and shall be paid by Tenant to Landlord on demand.



<PAGE>


         Section  14.3.  Nothing  in this  Lease  contained  shall be  deemed or
construed in any way as constituting the consent or request of Landlord, express
or implied by inference or otherwise, to any contractor,  subcontractor, laborer
or  materialman  for the  performance  of any  labor  or the  furnishing  of any
materials for any specific  improvement,  alteration to or repair of the Demised
Premises or any part thereof, nor as giving Tenant any right, power or authority
to contract for or permit the rendering of any services or the furnishing of any
materials  that would give rise to the filing of any lien  against  the  Demised
Premises or any part thereof.  Notice is hereby given that Landlord shall not be
liable for any work  performed or to be performed or any materials  furnished or
to be furnished at the Demised Premises for Tenant or any subtenant, and that no
mechanic's  or other lien for such work or  materials  shall attach to or affect
the estate or interest of Landlord in and to the Property.

         Section  14.4.  Tenant  shall  have no  power to do any act or make any
contract  which may  create or be the  reason  for any lien,  mortgage  or other
encumbrance  upon the estate or interest  of  Landlord in the Demised  Premises.
Within five (5) days after the service on Tenant of a claim or lien or a summons
and complaint in an action or proceeding  for the  enforcement  thereof,  Tenant
shall provide Landlord with a true copy thereof.

                                   ARTICLE 15
                         Environmental Responsibilities

         Section 15.1.  Tenant shall not cause or permit any Hazardous  Material
to be brought upon, kept or used in or about the Premises by Tenant, its agents,
employees,  contractors or invitees, unless such Hazardous Material is necessary
or useful to  Tenant's  business  and will be used,  kept and stored in a manner
that  complies  with the Mortgage  and all laws  regulating  any such  Hazardous
Material  so  brought  upon or used or kept in or  about  the  Premises.  If any
Hazardous Material is stored or used on the Premises as specified above,  Tenant
shall remove all such  Hazardous  Material upon the expiration or termination of
this Lease and restore the Premises to a condition satisfactory to Landlord. The
provisions of this Article 15 shall survive the expiration or termination of the
Lease.

         Section 15.2 Tenant shall immediately advise Landlord in writing of (i)
any  governmental  or regulatory  actions  instituted  or  threatened  under any
Environmental Law affecting the Tenant or the Premises,  (ii) all claims made or
threatened by any third party against Tenant or the Premises relating to damage,
contribution,  cost recovery,  compensation,  loss or injury  resulting from any
Hazardous  Materials,  (iii) the discovery of any occurrence or condition on any
real property  adjoining or in the vicinity of the Premises that could cause the
Premises  to be  classified  in a manner  which may  support  a claim  under any
Environmental  Law, and (iv) the discovery of any occurrence or condition on the
Demised  Premises  or any real  property  adjoining  or in the  vicinity  of the
Premises  which could  subject  Tenant or the  Premises to any  restrictions  in
ownership,  occupancy,  transferability or use of the Demised Premises under any
Environmental   Law.   Landlord  may  elect  to  join  and  participate  in  any
settlements,  remedial actions,  legal proceedings or other actions initiated in
connection  with  any  claims  under  any  Environmental  Law  and to  have  its
reasonable attorney's fees paid by Tenant. At its sole cost and expense,  Tenant
agrees when  applicable  or upon request of Landlord to promptly and  completely
cure and remedy every violation of an Environmental Law except in respect to any
such violation which relates to the condition which Seller's Remediation Work is
intended  to cure,  as  described  in the Second  Amendment,  and such  Seller's
Remediation Work.

         Section 15.3 Landlord  covenants  and agrees to Landlord  undertake and
complete  Seller's  Remediation  Work in accordance with the terms of the Second
Amendment.


<PAGE>


                                   ARTICLE 16
                    Landlord Not Liable for Injury or Damage

         Section  16.1.  Except for events  occurring  or accruing  prior to the
Commencement Date,  Landlord shall not in any event whatsoever be liable for any
injury or damage to any property or to any person  happening on, in or about the
Demised  Premises  and its  appurtenances,  nor for any  injury or damage to the
Property, nor to any property,  whether belonging to Tenant or any other person,
caused by any fire,  breakage,  leakage,  defect or bad condition in any part or
portion of the Property,  or from water,  rain or snow that may leak into, issue
or flow  from any  part of the  Demised  Premises  from the  drains,  pipes,  or
plumbing  work of the  same,  or from any place or  quarter,  or due to the use,
misuse or abuse of an or any of the elevators, hatches, openings, installations,
stairways  or hallways of any kind  whatsoever  which may exist or  hereafter be
erected or  constructed  on the  Property,  or from any kind of injury which may
arise from any other cause whatsoever on the Property.

                                   ARTICLE 17
                                 Indemnification

         Section  17.1.  In  addition  to  any  other  indemnities  to  Landlord
specifically  provided in this Lease,  Tenant will  indemnify  and save harmless
Landlord against and from all liabilities,  suits, obligations,  fines, damages,
penalties,  claims, costs, charges and expenses,  including, without limitation,
reasonable  architects' and attorneys' fees by or on behalf of any person, which
may be imposed  upon or  incurred  by or asserted  (the  "Liabilities")  against
Landlord  by reason of any of the  following  occurring  during the term of this
Lease (the  "Activities"),  save and except any such  liabilities,  etc. arising
from or in consequence of any of Seller's  Remediation Work required of Landlord
in the Second Amendment:

          (a) any work or thing done in, on or about the Demised Premises or any
     part thereof;

          (b) any  use,  nonuse,  possession,  occupation,  alteration,  repair,
     condition, operation,  maintenance or management of the Demised Premises or
     any part thereof or of any street, alley, sidewalk, curb, vault, passageway
     or space adjacent thereto;

          (c) any  negligence  on the part of Tenant or any  subtenant or any of
     its  or  their  agents,  contractors,  servants,  employees,  licensees  or
     invitees;

          (d) any accident,  injury (including death) or damage to any person or
     property occurring in, on or about the Demised Premises or any part thereof
     or in, on or about any street, alley, sidewalk,  curb, vault, passageway or
     space adjacent thereto;

          (e) any failure on the part of Tenant to perform or comply with any of
     the covenants,  agreements,  terms or conditions  contained in the Mortgage
     and/or this Lease, or any sublease,  license or concession agreement on its
     part to be performed or complied with;

          (f) this Lease;  any tax  attributable  to the execution,  delivery or
     recording of this Lease;

          (g) any  contest  permitted  pursuant to the  provisions  of Article 4
     hereof.



<PAGE>


         Section 17.2 Landlord agrees to indemnify and hold Tenant harmless from
any  Liabilities  resulting  from any of the  Activities  which arose or accrued
prior to the Commencement Date hereof.

         The  provisions  of  this  Article  and  the  provisions  of all  other
indemnity  provisions  elsewhere  contained  in this  Lease  shall  survive  the
expiration or earlier termination of this Lease.

                                   ARTICLE 18
                         Landlord's Right of Inspection

         Section  18.1.   Tenant  shall  permit   Landlord  and  its  agents  or
representatives  to enter the Demised  Premises at all reasonable  times for the
purpose of (i) inspecting the same and (ii) making any necessary repairs thereto
and  performing  any work  therein  that may be  necessary by reason of Tenant's
failure to make any such  repairs or perform  any such work  provided,  however,
that except in cases of emergency  Landlord  shall give Tenant at least  fifteen
(15) days' written notice of the necessity of making repairs.

         Section 18.2.  Nothing in this Article or elsewhere in this Lease shall
imply any duty upon the part of  Landlord to do any such work;  and  performance
thereof by Landlord shall not constitute a waiver of Tenant's default in failing
to perform the same.

         Section  18.3.  Landlord  shall  have the  right to enter  the  Demised
Premises at any reasonable  times during usual business hours for the purpose of
showing it to agents and  representatives of the holder of the Mortgage in order
to comply with the terms of the Mortgage.

                                   ARTICLE 19
                 Landlord's Rights to Perform Tenant's Covenants

         Section 19.1. If Tenant shall at any time fail to pay any Imposition in
accordance  with the  provisions  hereof,  or to take out, pay for,  maintain or
deliver any of the insurance policies provided for herein, or shall fail to make
any other  payment or perform any other act on its part to be made or performed,
then  Landlord,  after thirty (30) days' notice to Tenant (or without  notice in
case  of an  emergency)  and  without  waiving  or  releasing  Tenant  from  any
obligation  of  Tenant  contained  in this  Lease,  may  (but  shall be under no
obligation to):

          (a) pay any  Imposition  payable by Tenant  pursuant to the provisions
     hereof, or

          (b) take  out,  pay for and  maintain  any of the  insurance  policies
     provided for herein, or

          (c) make any other  payment or perform any other act on Tenant's  part
     to be made or performed as in this Lease provided,

and may enter upon the Demised Premises for the purpose and take all such action
thereon as may be necessary therefor.



<PAGE>


         Section  19.2.  All  reasonable  sums  so  paid  by  Landlord  and  all
reasonable  costs and  expenses  incurred  by Landlord  in  connection  with the
performance of any such act,  together with interest  thereon at the rate of 10%
per annum from the respective dates of Landlord's making of each such payment or
incurring of each such cost and expense shall be paid by Tenant to Landlord upon
demand.  Any  payment or  performance  by  Landlord  pursuant  to the  foregoing
provisions  of this Article shall not be nor be deemed to be a waiver or release
of the  breach or  default  of Tenant  with  respect  thereto or of the right of
Landlord to terminate this Lease, institute summary proceedings and/or take such
other action as may be  permissible  hereunder in the event of breach or default
by Tenant.  It is agreed that Tenant's  liability  hereunder shall be limited to
its interest in the Property.

                                   ARTICLE 20
                      Permitted Use; No Unlawful Occupancy

         Section 20.1. Tenant may use the entire Demised Premises for any lawful
purpose.  Tenant  shall not use or occupy,  nor permit or  suffer,  the  Demised
Premises or any part  thereof to be used or occupied for any unlawful or illegal
business,  use  or  purpose,  nor  for  any  business,  use  or  purpose  deemed
disreputable or extra hazardous,  nor in such manner as to constitute a nuisance
of any kind,  nor for any purpose or in any way in violation of the  certificate
of  occupancy  or of  any  present  or  future  governmental  laws,  ordinances,
requirements,  orders,  directions,  rules or regulations  affecting the Demised
Premises.  Tenant shall  immediately  upon the  discovery of any such  unlawful,
illegal, disreputable or extra hazardous use take all necessary steps, legal and
equitable,  to compel the  discontinuance of such use and to oust and remove any
subtenants,  occupants  or  other  persons  guilty  of such  unlawful,  illegal,
disreputable or extra hazardous use.

         Section  20.2.  Tenant  will  not  suffer  any  act to be  done  or any
condition  to exist on the Demised  Premises  or any  portion of either,  or any
article to be brought  thereon,  which may be dangerous,  unless  safeguarded as
required  by law,  or which  does,  in law,  constitute  a  nuisance,  public or
private,  or which does make void or voidable any insurance then in force on the
Demised Premises.

         Section 20.3. Tenant shall not suffer or permit the Demised Premises or
any portion thereof to be used by the public, as such, without restriction or in
such manner as might  reasonably tend to impair  Landlord's title to the Demised
Premises or any portion  thereof,  or in such  manner as might  reasonably  make
possible a claim or claims of adverse usage or adverse possession by the public,
as such,  or of  implied  dedication  of the  Demised  Premises  or any  portion
thereof.

                                   ARTICLE 21
                Defaults, Conditional Limitation, Remedies, Etc.

         Section  21.1.  Each of the  following  events  shall be an  "Event  of
Default" hereunder:

          (a) If Tenant fails to pay any installment of Base Rent or Impositions
     or other payments or charges required to be paid by Tenant under this Lease
     or any monies  advanced by Landlord  and  collectible  as  Additional  Rent
     within ten (10) days after written notice;

          (b) If Tenant fails to make any deposit for  Impositions or insurance,
     if required  hereunder,  as and when the same shall become due and payable,
     and shall not make such deposit within ten (10) days after written  notice;
     and



<PAGE>


          (c)  If  Tenant  breaches  or  fails  to  perform  any  of  the  other
     agreements,  terms,  covenants or conditions  hereof on Tenant's part to be
     performed and such breach or failure  shall  continue for the period within
     which  performance  is required to be made by  specific  provision  of this
     Lease,  or, if no such  period is so  provided,  for thirty (30) days after
     written  notice,  or, if such  performance  cannot be reasonably had within
     such thirty (30) day period,  Tenant shall not in good faith have commenced
     such  performance  within  such  thirty  (30)  day  period  and  shall  not
     diligently  proceed  therewith to completion  within ninety (90) days after
     such notice.

         Section 21.2. Limitation of Liability. Notwithstanding any provision of
the law or in equity to the contrary,  the following  provisions provide for the
sole rights and remedies  available  to the Landlord  should an Event of Default
occur:  Tenant agrees to indemnify and hold  Landlord,  its partners,  officers,
directors,  shareholders,  agents  and  representatives,  or  any  other  person
relating  thereto  (the  "Landlord  Group"),   harmless  from  and  against  any
liabilities,  suits,  obligations,  fines,  damages,  penalties,  claims, costs,
charges  and  expenses  asserted by the  Mortgagee  in its pursuit of claims for
recovery under the following  Loan  Documents  against any of the members of the
Landlord  Group  which is  caused by the acts of  Tenant,  or its  employees  or
agents:  (i) Guaranty of Recourse  Obligations  of Borrower  dated  December 24,
1997, executed by Eric Brauss: (ii) Guaranty of Payment executed by Landlord and
Today Richwood, L.P., dated December 24, 1997; and (iii) Environmental Indemnity
Agreement executed by Landlord and Eric Brauss,  dated December 24, 1997. Tenant
shall not be liable under the aforesaid indemnity for any acts of members of the
Landlord Group arising under the Loan,  including without  limitation any claims
for  damages  asserted  by Lender  arising  out of the  existence  of  Hazardous
Materials in the area  referred to in the Second  Amendment as the  Contaminated
Area of the Property.  In this regard,  Landlord agrees and understands  that it
has no right to terminate  the Lease solely by reason of the  occurrence  of any
Event of Default  related to such  Hazardous  Materials or  otherwise  assert or
pursue any other claim for damages under this Lease.  The term "Loan  Documents"
means the  documents  evidencing  and securing the Secured Note  executed by the
Landlord and/or the members of the Landlord Group..

                                   ARTICLE 22
                                     Notices

         Section  22.1.  Whenever it is provided  herein  that  notice,  demand,
request or other communication shall or may be given to or served upon either of
the parties by the other,  and  whenever  either of the parties  shall desire to
give or serve upon the other any notice,  demand, request or other communication
with respect hereto or the Demised Premises,  each such notice,  demand, request
or other  communication  shall be in  writing  and,  any law or  statute  to the
contrary notwithstanding,  shall be effective for any purpose if given or served
as follows or at such other  address as Landlord or Tenant may from time to time
designate  by  notice  given  to the  other  party  by  facsimile  transmission,
registered or certified mail:

         If to Landlord:   .........        Today Richwood, L.P.
                                            c/o Today Realty Advisors, Inc.
                                            17400 Dallas Parkway, Suite 216
                                            Dallas, Texas 75287
                                            Attention: Sue Shelton
                                            Telephone: (972) 407-9067
                                            Telecopy: (972) 407-9068

         With Copy to:     .........        Fishman, Jones, Walsh & Gray, P.C.
                                            8117 Preston Road, Suite 440
                                            Dallas, Texas 75225
                                            Attention: Edward M. Fishman, Esq.
                                            Telephone: (214) 265-2200
                                            Telecopy: (214) 265-2204


<PAGE>


         If to Tenant:                      United Investors Realty Trust
                                            5847 San Felipe
                                            Suite 850
                                            Houston, Texas 77057
                                            Attention: Randall D. Keith
                                            Vice-President and Chief
                                            Operating Officer
                                            Telephone: (713) 781-2858
                                            Telecopy: (713) 268-6005

         With a Copy to:
                                            United Investors Realty Trust
                                            8080 North Central Expressway
         Suite 500
                                            Dallas, Texas 75206
                                            Lewis H. Sandler
                                            President and Chief Executive 
                                            Officer
                                            Telephone: (214) 360-3665
                                            Telecopy: (214) 360-3696

                                            James, Goldman & Haugland, P.C.
                                            Attn: Merton B. Goldman, Esq.
                                            8th Floor Texas Commerce Bank Bldg.
                                            201 East Main
                                            El Paso, Texas 79901
                                            (915) 532-3911
                                            FAX: (915) 541-6440

                                   ARTICLE 23
                                  Condemnation

         Section 23.1.  If at any time during the term of this Lease,  the whole
or materially all of the Property shall be taken for any public or  quasi-public
purpose  by any  lawful  power or  authority  by the  exercise  of the  right of
condemnation  or eminent  domain or by agreement  between  Landlord,  Tenant and
those authorized to exercise such right,  this Lease and the Term hereby granted
shall  terminate  and  expire  on the date of such  taking  and the  Base  Rent,
Additional  Rent and other  sums and other  charges  provided  to be paid by the
Tenant  shall be  apportioned  and paid to the date of such taking (the  "Taking
Date").

         The term  "materially  all of the  Property"  means the  portion of the
Property,  as when so taken,  would leave  remaining the balance of the Property
which,  due either to the area so taken or the  location of the part so taken in
relation to the part not so taken, would not under economic  conditions,  zoning
laws or building regulations then existing or prevailing,  readily accommodate a
new building or buildings  of a nature  similar to the  Buildings at the date of
such  taking  and of floor area  sufficient,  together  with the  portion of the
Buildings  not  taken in the  condemnation,  to  produce  a fair and  reasonable
return, after payment of (i) all operating expenses thereof, (ii) the net rental
as same may be reduced as a result of such  taking,  (iii)  additional  rent and
other  sum or  sums of  money  and  other  charges  herein  reserved  and  after
performance of all covenants, agreements, terms and provisions herein and by law
provided to be preformed and paid by Tenant.



<PAGE>


         The term  "Taking  Date" means the date the Demised  Premises or a part
thereof,  as the case may be, shall be deemed to have been taken or condemned on
the date on which actual  possession of the Demised  Premises or a part thereof,
as the case may be, is acquired by any lawful  power or authority on the date on
which title vests therein, whichever is earlier.

         Section 23.2. If less than materially all of the Demised Premises be so
taken or condemned, this Lease and the Term thereof shall continue, and the Base
Rent due and payable shall continue

         In the event of any taking or  condemnation as provided in this Section
23.2,   the  entire  award  or  the  aggregate  of  the  separate   awards  (the
"Condemnation  Award") to Landlord and Tenant,  as the case may be, shall belong
to and be the sole property of Tenant without any claim on the part of Landlord,
(Landlord  hereby  waiving  all  claims for any value for its  leasehold  or its
interest in this Lease or otherwise), but subject to the terms of the Mortgage.

         Section  23.3.  If the  temporary  use of the  whole or any part of the
         Demised  Premises  shall be taken at any time  during  the Term for any
         public or quasi-public purpose by any lawful power or authority, by the
         exercise of the right of condemnation  or eminent  domain,  the Term of
         this Lease shall not be reduced or affected in any way and Tenant shall
         continue to pay in full the Base Rent,  Additional  Rent and other sums
         provided to be paid by Tenant. If the Condemnation Award is in the form
         of rent  recoverable  in respect of such taking and shall be payable in
         quarterly or more  frequent  installments,  Tenant shall be entitled to
         make  claim to and  retain  such award or awards in the form of rent so
         payable, provided this Lease is then in force and effect and so long as
         Tenant is otherwise if full  compliance  with the terms and  conditions
         hereof, but subject to the terms of the Mortgage. Section 23.4. In case
         of any governmental action, not resulting in the taking or condemnation
         of any
portion of the Demised  Premises but creating a right to compensation  therefor,
such as, without  limitation  (except as otherwise provided in this Article 23),
the  changing of the grade of any street upon which the Demised  Premises  abut,
this  Lease  shall  continue  in full  force and  effect  without  reduction  or
abatement of Base Rent,  Impositions,  or any other payment of Tenant to be made
hereunder,  and Tenant  shall be entitled to the payment of the entirety of such
proceeds, but subject to the terms of the Mortgage.

                                   ARTICLE 24
                                  Miscellaneous

         Section 24.1. No Oral Agreements. This Lease contains all the promises,
agreements,  conditions,  inducements and  understandings  between  Landlord and
Tenant relative to the Demised  Premises and there are no promises,  agreements,
conditions, understandings,  inducements, warranties or representations, oral or
written, expressed or implied, between them other than as herein set forth.

         Section  24.2.  Invalidity  of  Certain  Provisions.  If  any  term  or
provision  of  this  Lease  or  the   application   thereof  to  any  person  or
circumstances  shall, to any extent, be invalid or unenforceable,  the remainder
of this  Lease,  or the  application  of such term or  provision  to  persons or
circumstances other than as to which it is held invalid or unenforceable,  shall
not be  affected  thereby,  and each term and  provision  of this Lease shall be
valid and be enforced to the fullest extent permitted by law.



<PAGE>


         Section 24.3. Compliance with Mortgage. Notwithstanding anything to the
contrary   contained  herein,   Tenant  covenants  and  agrees  that  after  the
Commencement  Date (i) it will not create or permit to be created any  condition
or do or permit to be done any act or thing which may be prohibited by the terms
of the Mortgage, (ii) it will execute and deliver any documents, papers or other
instruments which may be necessary or required to permit the due performance and
compliance  with all of the terms,  covenants and  agreements of the Mortgage by
the party responsible thereunder for such performance,  and (iii) it will comply
with all of the terms,  covenants and conditions contained in the Mortgage other
than any  payments of  principal  and  interest  due and owing under the Secured
Note,  tax and  insurance  payments  due under the  Mortgage.  Tenant  agrees to
indemnify  Landlord for any loss it may suffer or incur arising  under  Tenant's
breach of the  provisions  of this  Section.  The terms hereof shall survive any
termination of this Lease.

         Section 24.4.  Recording of Memorandum.  Landlord and Tenant will, upon
the written request of the other, join in the execution of a memorandum of lease
in proper form for recordation in the appropriate  office or offices wherein the
Demised  Premises are  situated,  setting  forth the existence and terms of this
Lease, and Landlord and Tenant will each take further action as may be necessary
to effect such  recordation.  No memorandum  shall be recorded without the prior
written consent of both parties hereto.

         Section 24.5.  This Lease cannot be changed or terminated  orally,  but
only by an instrument in writing  executed by the party against whom enforcement
of any waiver, change, modification or discharge is sought.

         Section  24.6.  This  Lease  shall  be  governed  by and  construed  in
accordance with the laws of the State of Texas.

         Section 24.7. The agreements,  terms,  covenants and conditions  herein
shall  bind and inure to the  benefit  of  Landlord  and  Tenant and each of its
successors and assigns.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Lease
Agreement in multiple original counterparts, the day, month and year first above
written.

      LANDLORD:           TODAY RICHWOOD, L.P., a Texas limited partnership
                          By:      Today   Richwood  GP,   Inc.,   its  General
                                   Partner



                                   By:__________________________

                                   Name:________________________

                                   Title:_______________________       


      TENANT:             UNITED   INVESTORS   REALTY   TRUST,   a  Texas  real
                          estate investment trust



                                By:          
                                     Lewis H. Sandler, its President



<PAGE>



                                   SCHEDULE I

                                    BASE RENT

         Tenant shall pay as Base Rent prior to the maturity date of the Secured
         Note,  an amount  equal to the  amount  per month due  pursuant  to the
         Secured  Note.  Payments of Base Rent  commence as of the  Commencement
         Date  with  subsequent  installments  due and  payable  on the same day
         installments  of principal  and interest are due under the Secured Note
         and continue on the same day during the Term hereof.  Tenant  agrees to
         pay on or before its due date,  each  installment of Base Rent plus any
         tax  and  insurance   escrow  and  other  escrow  amounts  directly  to
         Mortgagee, provided it contemporaneously with such payment furnishes to
         Landlord a copy of its check or other form of payment.

         During the one year period  following  the maturity date of the Secured
         Note, the Base Rent equals the sum of $1.00, the receipt of payment and
         the  sufficiency  of   consideration   of  which  the  Landlord  hereby
         acknowledges.


<PAGE>



                                   SCHEDULE II

                              PERMITTED EXCEPTIONS


                                     <PAGE>



                                   EXHIBIT "A"

                               DESCRIPTION OF LAND






<PAGE>
10.6 exhibit
                              DECLARATION OF TRUST


         DECLARATION  OF TRUST made this 31st day of  December,  1998,  by TODAY
GREEN  OAKS GP,  INC.  , a Texas  corporation  ("Trustee")  for and on behalf of
UNITED INVESTORS REALTY TRUST, a Texas real estate investment trust ("Owner").

         (1)  Declaration of Trust.  The Trustee hereby declares that it has set
aside and now holds in trust  the  following  described  interests  (the  "Trust
Property"), under the terms and conditions hereinafter stated:

         The 1% general partnership  interest in Today Green Oaks, L.P., a Texas
         limited partnership (the "Limited  Partnership"),  subject to the terms
         of the Limited  Partnership  Agreement of the Limited Partnership dated
         as of August 31, 1995 (the "Partnership Agreement").

         (2) Beneficial  Interest.  The Trustee holds the Trust Property for the
sole benefit of Owner.

         (3) Trustee's  Powers.  The Trustee shall not without the prior written
consent of Owner  undertake any activity which may adversely  affect the rights,
privileges,  duties,  obligations and liabilities of Owner under the Partnership
Agreement, or with respect to the assets owned by the Partnership, or otherwise.

         (4)  Limitation on Powers.  No powers herein  enumerated or accorded to
trustees  generally  by law shall be construed to enable the Trustee as grantor,
trustee or otherwise,  or any other person, to purchase,  exchange, or otherwise
deal with or dispose of the  corpus or income of this  Trust  without  the prior
written consent of Owner.

         (5)  Compensation.  The Trustee  shall  receive no  commission or other
compensation for its services hereunder except as may be approved by Owner.

         (6) Successor  Trustee.  If any one of the following  events occur, the
Owner may  appoint a  successor  Trustee,  with or  without  the  consent of the
Trustee, and the written resignation thereof, and appoint a successor Trustee to
act hereunder without the further act or deed of the Trustee named herein:

         (i) The failure or refusal of the Trustee to act after  written  notice
         is delivered by the Owner, and such failure and refusal continues for a
         period of seven days after delivery of said written notice;

         (ii)  The  Trustee   named  herein  files  for   protection   or  seeks
         reorganization  or relief from creditors,  in any bankruptcy,  or under
         the federal bankruptcy laws or in any other similar proceedings; or

         (iii) A petition is filed against it in any bankruptcy, reorganization,
         insolvency or similar proceedings and such proceedings is not dismissed
         within 60 days of such filing.  (7) Bond. The undersigned  shall not be
         required to furnish
any bond or other  security  for the faithful performance of its 
duties hereunder.

         (8)      Governing Law.  This Trust shall be construed and governed by
the laws of the State of Texas.


         (9) Benefit.  This Agreement is binding upon the Trustee and the Owner,
their or a petition is filed against it respective  successors and assigns,  and
shall inure to the benefit of the parties hereto,  their successors and assigns;
provided,  however, Trustee may not assign its interest herein without the prior
written consent of the Owner.

         (10) Notice.  Whenever notice or other communication may be given to or
served  upon  either of the  parties by the other,  and  whenever  either of the
parties shall desire to give or serve upon the other any notice, demand, request
or other communication, each such notice, demand, request or other communication
shall be in writing and shall be effective for any purpose if given or served as
follows or at such other address as the parties may from time to time  designate
by notice  given to the other party by  facsimile  transmission,  registered  or
certified mail:

                          If to Trustee: Green Oaks GP, Inc.
                          c/o Today Realty Advisors, Inc.
                          17400 Dallas Parkway, Suite 216
                          Dallas, Texas 75287
                          Attention: Sue Shelton
                          Telephone: (972) 407-9067
                          Telecopy: (972) 407-9068

         With Copy to:    Fishman, Jones, Walsh & Gray, P.C.
                          8117 Preston Road, Suite 440
                          Dallas, Texas 75225
                          Attention: Edward M. Fishman, Esq.
                          Telephone: (214) 265-2200
                          Telecopy: (214) 265-2204

         If to Owner:     United Investors Realty Trust
                          5847 San Felipe
                          Suite 850
                          Houston, Texas 77057
                          Attention: Randall D. Keith
                          Vice-President and
                          Chief Operating Officer
                          Telephone: (713) 781-2858
                          Telecopy: (713) 268-6005

         With a Copy to:  United Investors Realty Trust
                          8080 North Central Expressway
                          Suite 500 
                          Dallas, Texas 75206
                          Lewis H. Sandler
                          President and Chief Executive Officer
                          Telephone: (214) 360-3665
                          Telecopy:  (214) 360-3696

                         James, Goldman & Haugland, P.C.
                         Attn: Merton B. Goldman, Esq.
                         8th Floor Texas Commerce Bank Bldg.
                         201 East Main
                         El Paso, Texas 79901
                         (915) 532-3911
                         FAX: (915) 541-6440


         IN WITNESS WHEREOF,  the undersigned has executed and acknowledged this
Declaration of Trust, on the day and year first above written.

                       TRUSTEE:  GREEN OAKS GP, INC.


                                       By:_____________________________

                                      Name:____________________________

                                     Title:____________________________



                                  OWNER: UNITED
                             INVESTORS REALTY TRUST



                                       By:
                                          Lewis H. Sandler, its President


STATE OF TEXAS                      

COUNTY OF DALLAS           

The foregoing was acknowledged before me by ,  _________________________________
of Today Green Oaks GP, Inc., a Texas corporation, on this 31st day of December,
1998.






                                 Notary Public
                                 My commission Expires:__________________      

                           STATE OF TEXAS            

COUNTY OF DALLAS  

         This  instrument  was  acknowledged  before me on December 31, 1998, by
Lewis H.  Sandler,  President of United  Investors  Realty  Trust,  a Texas real
estate investment trust, on behalf of said trust.



                                Notary Public in
                                   and for the
                                 State of Texas
                                  My commission
                                    expires: _____________



<PAGE>
Exhibit 10.7


                                PROMISSORY NOTE

$5,620,000.00                        ("Effective Date"92th day of December, 1998

UIRT - LAKE ST.  CHARLES,  L.L.C.,  a limited  liability  company
27001 U.S. 19 North,  Suite 2095 
Clearwater,  Florida 34621 
(Hereinafter  referred to as the "Borrower")

FIRST UNION NATIONAL BANK 100 South Ashley Drive, Suite 910 Tampa, Florida 33602
(Hereinafter referred to as the "Bank")

Borrower  promises  to pay to the order of Bank,  in lawful  money of the United
States of  America,  at its office  indicated  above or  wherever  else Bank may
specify,  the sum of FIVE MILLION SIX HUNDRED TWENTY THOUSAND AND NOIIOO DOLLARS
($5,620,000.00) or such sum as may be advanced and outstanding from time to time
with  interest  on the  unpaid  principal  balance  at the rate and on the terms
provided  in  this  Promissory  Note  (including  all  renewals,  extensions  or
modifications hereof, this "Note").

SECURITY.  Borrower  has  granted  Bank a security  interest  in the  collateral
described in the Loan  Documents,  including,  but not limited to, real property
collateral  described  in that  certain  Mortgage,  an  Assignment  of  Lessor's
Interest in Leases,  of even date herewith,  and an  unconditional,  irrevocable
demand only Letter of Credit.

INTEREST  RATE.  Interest shall accrue on the unpaid  principal  balance of this
Note from the date hereof at the LIBOR Market Index Rate plus 1.75% as that rate
may change from day to day in accordance  with changes in the LIBOR Market Index
Rate ("Interest Rate").  "LIBOR Market Index Rate", for any day, is the rate for
1 month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m.,
London time, on such day, or if such day is not a London  business day, then the
immediately  preceding  London  business  day  (or if not so  reported,  then as
determined by Bank from another recognized source or interbank quotation).

STATE  DOCUMENTARY  STAMP TAXES IN THE AMOUNT OF  $19,670.00  HAVE BEEN PAID AND
REFLECTED ON THE MORTGAGE SECURING THIS NOTE.

                                      -1-


<PAGE>




DEFAULT  RATE.  In addition to all other  rights  contained  in this Note,  if a
Default  (defined  herein)  occurs  and as  long  as a  Default  continues,  all
outstanding  Obligations  shall  bear  interest  at the  Interest  Rate  plus 3%
("Default Rate").  The Default Rate shall also apply from acceleration until the
Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION.  (Actual/360). Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual  number of days in the
applicable  period  ("Actual/360   Computation").   The  Actual/360  Computation
determines the annual  effective yield by taking the stated (nominal) rate for a
year's period and then dividing said rate by 360 to determine the daily periodic
rate to be applied for each day in the  applicable  period.  Application  of the
Actual/360  Computation  produces an annualized effective rate exceeding that of
the nominal rate.

REPAYMENT  TERMS.  Accrued  interest shall be due and payable  commencing on the
15th  day of  January,  1999  and on the  15th  day of  each  consecutive  month
thereafter through the Maturity Date. All remaining principal and interest shall
be due and payable on June 15, 2000. ("Maturity Date"). 

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations shO be applied to accrued interest and then to
principal.  If a Default occurs, monies may be applied to the Obligations in any
manner or order deemed appropriate by Bank.

If any  payment  received  by Bank under this Note or other  Loan  Documents  is
rescinded,  avoided or for any reason  returned  by Bank  because of any adverse
claim or threatened  action,  the returned  payment  shall remain  payable as an
obligation  of all persons  liable  under this Note or other Loan  Documents  as
though such payment had not been made.

DEFINITIONS.  Loan  Documents.  The term "Loan  Documents" used in this Note and
other Loan  Documents  refers to all documents  executed in connection  with the
loan  evidenced  by this  Note and any prior  notes  which  evidence  all or any
portion of the loan evidenced by this Note, and may include, without limitation,
a commitment letter that survives closing, a loan agreement, this Note, guaranty
agreements,  security agreements,  security  instruments,  financing statements,
mortgage  instruments,  any  renewals  or  modifications,  whenever  any  of the
foregoing are executed,  but does not include swap  agreements (as defined in 11
U.S.C. ss. 101). Obligations. The term "Obligations" used in this Note refers to
any and 0  indebtedness  and  other  obligations  under  this  Note,  all  other
obligations under any other Loan Document(s), and all obligations under any swap
agreements  as defined in 11 U.S.C.  ss. 101 between  Borrower and Bank whenever
executed.  Certain  Other  Terins.  All  terms  that  are  used but not and Bank
whenever

                                      -2-


<PAGE>




executed. Certain Other Terms. All terms that are used but not otherwise defined
in any of the Loan Documents shall have the definitions  provided in the Uniform
Commercial  Code.  

LATE CHARGE.  If any payments  are not timely made,  Borrower  shall also pay to
Bank a late charge equal to 5% of each payment past due for 10 or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrower shall pay all of Bank's
reasonable  expenses  incurred  to enforce or  collect  any of the  Obligations,
including, without limitation, reasonable arbitration,  paralegals',  attorneys'
and experts' fees and expenses,  whether  incurred without the commencement of a
suit,  in  any  trial,  arbitration,  or  administrative  proceeding,  or in any
appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for
this  paragraph,  exceed the maximum  lawful rate,  the effective  interest rate
under this Note shall be the maximum  lawful  rate,  and any amount  received by
Bank in excess of such rate shall be applied to  principal  and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.

CURE PERIOD.  Except as provided  below, a monetary  Default may be cured within
ten days.  ("Cure  Period").  A non-monetary  default may be cured within thirty
(30) days of Bank mailing written notice to Borrower  ("Right to Notice and Cure
Period"). During the applicable Cure Period Bank shall not exercise its remedies
to collect the  Obligations  except as the Bank  reasonably  deems  necessary to
protect its interest in collateral securing the Obligations. The Right to Notice
and  Cure  Period  is  applicable  only  to  curable  Defaults  and  only to one
occurrence of Default during any one year period.  This Right to Notice and Cure
Period shall have no effect with respect to subsequent  Defaults within such one
year  period  and  shall  not be  applicable  to False  Warranty,  Cessation  or
Bankruptcy Defaults.

DEFAULT.  If any of the following  occurs and is not cured within the applicable
Cure Period,  a default  ("Default")  under this Note shall  exist:  Nonpayment;
Nonperformance.  The failure of timely payment or performance of the Obligations
or Default  under  this Note or any other  Loan  Documents.  False  Warranty.  A
warranty  or  representation  made or  deemed  made  in the  Loan  Documents  or
furnished  Bank in  connection  with  the loan  evidenced  by this  Note  proves
materially false, or if of a continuing nature,  becomes materially false. Cross
Default. At Bank's option, any default in payment or performance of any

                                      -3-


<PAGE>




obligation  under any other loans,  contracts  or  agreements  of Borrower,  any
Subsidiary or Affiliate of Borrower,  any general partner of or the holder(s) of
the  majority  ownership  interests  of  Borrower  with  Bank or its  affiliates
("Affiliate" shall have the meaning as defined in 11 U.S.C. ss. 101, except that
the term "debtor"  therein shall be substituted by the term  "Borrower"  herein;
"Subsidiary"  shall mean any  business  in which  Borrower  holds,  directly  or
indirectly,  a  controlling  interest).  Cessation;  Bankruptcy.  The  death of,
appointment of guardian for,  dissolution of,  termination of existence of, loss
of good standing  status by,  appointment of a receiver for,  assignment for the
benefit  of  creditors  of, or  commencement  of any  bankruptcy  or  insolvency
proceeding by or against the Borrower,  its Subsidiaries or Affiliates,  if any,
or any general partner of or the holder(s) of the majority  ownership  interests
of Borrower,  or any party to the Loan Documents.  Material Capital Structure or
Business  Alteration.  Without  prior  written  consent of Bank,  (i) a material
alteration  in the kind or type of  Borrower's  business  or that of  Borrower's
Subsidiaries or Affiliates,  if any; (ii) the sale of  substantially  all of the
business or assets of Borrower, any of Borrower's  Subsidiaries or Affiliates or
guarantor or a material portion (10% or more) of such business or assets if such
a sale is  outside  the  ordinary  course of  business  of  Borrower,  or any of
Borrower's  Subsidiaries  or Affiliates or any guarantor or more than 50% of the
outstanding  stock  or  voting  power  of or in  any  such  entity  in a  single
transaction or a series of transactions;  (iii) the acquisition of substantially
all of the  business  or  assets or more  than 50% of the  outstanding  stock or
voting  power of any  other  entity;  or (iv)  should  any  Borrower,  or any of
Borrower's  Subsidiaries or Affiliates or any guarantor enter into any merger or
consolidation.

REMEDIES  UPON  DEFAULT.  If a  Default  occurs  under  this  Note  or any  Loan
Documents,  Bank may at any time thereafter,  take the following  actions:  Bank
Lien.  Foreclose  its  security  interest or lien  against  Borrower's  accounts
without notice.  Acceleration Upon Default. Accelerate the maturity of this Note
and all other  Obligations,  and all of the Obligations shall be immediately due
and payable. Cumulative.  Exercise any rights and remedies as provided under the
Note and other Loan Documents, or as provided by law or equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time,  including without limitation,
financial   statements  and  information   pertaining  to  Borrower's  financial
condition. Such information shall be true, complete, and accurate.

YEAR 2000 COMPATIBILITY. Borrower shall take all action necessary to ensure that
Borrower's  computer based systems are able to operate and  effectively  process
data  including  dates on and after  January  1, 2000.  At the  request of Bank,
Borrower

                                      -4-


<PAGE>





shall  provide  Bank  assurance  acceptable  to Bank  of  Borrower's  Year  2000
compatibility.

WAIVERS AND  AMENDAIENTS.  No waivers,  amendments or modifications of this Note
and other  Loan  Documents  shall be valid  unless in  writing  and signed by an
officer of Bank.  No waiver by Bank of any Default  shall operate as a waiver of
any other Default or the same Default on a future occasion.  Neither the failure
nor any delay on the part of Bank in  exercising  any  right,  power,  or remedy
under this Note and other Loan Documents shall operate as a waiver thereof,  nor
shall a single  or  partial  exercise  thereof  preclude  any  other or  further
exercise  thereof or the  exercise  of any other  right,  power or remedy.  Each
Borrower  or any person  liable  under this Nbte  waives  presentment,  protest,
notice of  dishonor,  demand for  payment,  notice of  intention  to  accelerate
maturity,  notice  of  acceleration  of  maturity,  notice of sale and all other
notices of any kind. Further,  each agrees that Bank may extend, modify or renew
this Note or make a novation of the loan  evidenced  by this Note for any period
and  grant  any  releases,  compromises  or  indulgences  with  respect  to  any
collateral  securing  this Note,  or with  respect to any other  Borrower or any
other person liable under this Note or other Loan Documents,  all without notice
to or consent of each  Borrower or each person who may be liable under this Note
or other Loan  Documents and without  affecting the liability of Borrower or any
person who may be liable under this Note or other Loan Documents.

MISCELLANEOUS PROVISIONS.  Assignment.  This Note and other Loan Documents shall
inure to the benefit of and be binding  upon the  parties  and their  respective
heirs, legal  representatives,  successors and assigns.  Bank's interests in and
rights under this Note and other Loan Documents are freely assignable,  in whole
or in part,  by  Bank.  In  addition,  nothing  in this  Note or any of the Loan
Documents shall prohibit Bank from pledging or assigning this Note or any of the
Loan  Documents or any interest  therein to any Federal  Reserve Bank.  Borrower
shall not assign its rights and  interest  hereunder  without the prior  written
consent of Bank,  and any  attempt by Borrower to assign  without  Bank's  prior
written consent is null and void. Any assignment shall not release Borrower from
the Obligations. Applicable law; Conflict Between Documents. This Note and other
Loan  Documents  shall be governed by and construed  under the laws of the state
named in Bank's address shown above without  regard to that state's  conflict of
laws principles. If the terms of this Note should conflict with the terms of the
loan agreement or any commitment letter that survives closing, the terms of this
Note shall control.  Bormwer's  Accounts.  Except as prohibited by law, Borrower
grants Bank a security interest in all of Borrower's  accounts with Bank and any
of its affiliates.  Jurisdiction.  Borrower  irrevocably agrees to non-exclusive
personal jurisdiction in the state named in Bank's address

                                       -5-


<PAGE>




shown above.  Severability.  If any  provision of this Note or of the other Loan
Documents  shall be prohibited or invalid under  applicable  law, such provision
shall be ineffective  but only to the extent of such  prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Note or other such document.  Notices.  Any notices to Borrower shall be
sufficiently  given,  if in writing and mailed or  delivered  to the  Borrower's
address shown above or such other address as provided hereunder, and to Bank, if
in writing and mailed or delivered to Bank's office  address shown above or such
other  address as Bank may  specify in writing  from time to time.  In the event
that  Borrower  changes  Borrower's  address  at any time  prior to the date the
Obligations are paid in full, Borrower agrees to promptly give written notice of
said  change  of  address  by  registered  or  certified  mail,  return  receipt
requested,  all charges  prepaid.  Plural;  Captions.  AU references in the Loan
Documents to Borrower,  guarantor,  person, document or other nouns of reference
mean  both the  singular  and  plural  form,  as the  case may be,  and the term
"person" shall mean any individual,  person or entity. The captions contained in
the Loan  Documents are inserted for  convenience  only and shall not affect the
meaning or interpretation of the Loan Documents.  Binding Contract.  Borrower by
execution of and Bank by  acceptance of this Note agree that each party is bound
to all terms and provisions of this Note. Advances.  Bank in its sole discretion
may make other  Advances under this Note pursuant  hereto.  Posting of Payments.
All payments  received during normal banking hours after 2:00 p.m. local time at
the office of Bank first shown above shall be deemed  received at the opening of
the next banking day.  Joint and Several  Obligations.  Each Borrower is jointly
and severally obligated under this Note. Fees and Taxes. Borrower shall promptly
pay  all  documentary,  intangible  recordation  and/or  similar  taxes  on this
transaction whether assessed at closing or arising from time to time.

ABBITRATION.  Upon  demand of any party  hereto,  whether  made  before or after
institution of any judicial proceeding,  any claim or controversy arising out of
or relating to the Loan Documents  between parties hereto (a "Dispute") shall be
resolved by binding  arbitration  conducted under and governed by the Commercial
Financial Disputes  Arbitration Rules (the "Arbitration  Rules") of the American
Arbitration  Association (the "AAA") and the Federal  Arbitration Act.  Disputes
may include,  without limitation,  tort claims,  counterclaims,  a dispute as to
whether a matter is subject to arbitration,  claims brought as class actions, or
claims arising from documents  executed in the future. A judgment upon the award
may be entered in any court having jurisdiction.  Notwithstanding the foregoing,
this  arbitration  provision does not apply to disputes under or related to swap
agreements.  Special Rules.  All arbitration  hearings shall be conducted in the
city named in the  address of Bank first  stated  above.  A hearing  shall begin
within 90 days of demand for  arbitration and all hearings shall conclude within
120 days of demand for arbitration. These time limitations may not

                                       -6-

<PAGE>




 licensed attorneys selected from the Commercial  Financial Dispute  Arbitration
 Panel  of the  AAA.  The  parties  do not  waive  applicable  Federal  or state
 substantive  law except as provided  herein.  Preservation  and  Limitation  of
 Remedies.  Notwithstanding  the preceding binding arbitration  provisions,  the
 parties agree to preserve, without diminution,  certain remedies that any party
 may exercise before or after an arbitration  proceeding is brought. The parties
 shall  have the right to  proceed  in any court of  proper  jurisdiction  or by
 self-help to exercise or prosecute the following remedies,  as applicable:  (i)
 all rights to foreclose against any real or personal property or other security
 by exercising a power of sale or under  applicable law by judicial  foreclosure
 including  a  proceeding  to confirm  the sale;  (ii) all  rights of  self-help
 including  peaceful  occupation  of real  property  and  collection  of  rents,
 set-off,  and  peaceful  possession  of  personal  property;   (iii)  obtaining
 provisional or ancillary remedies including  injunctive relief,  sequestration,
 garnishment,  attachment,  appointment  of receiver  and filing an  involuntary
 bankruptcy proceeding-,  and (iv) when applicable,  a judgment by confession of
 judgment.  Any claim or controversy  with regard to any party's  entitlement to
 such remedies is a Dispute. Waiver of Exemplary Damages. The parties agree that
 they shall not have a remedy of punitive or  exemplary  damages  against  other
 parties in any  Dispute  and  hereby  waive any right or claim to  punitive  or
 exemplary  damages they have now or which may arise in the future in connection
 with any Dispute  whether the Dispute is resolved by arbitration or judicially.
 Waiver of Jury  Trial.  THE  PARTIES  ACKNOWLEDGE  THAT BY  AGREEING TO BINDING
 ARBITRATION THEY HAVE IRREVOCABLY  WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL
 WITH REGARD TO A DISPUTE.

IN WITNESS  WHEREOF,  Borrower,  on the day and year first  above  written,  has
caused this Note to be executed under seal.



                                           UIRT - LAKE ST. CHARLES, L.L.C.
                                           a limited liability company

____________________________               By Its Member:
Print Name: ________________                    The Stuart S. Golding Company
Signing only as witness                         a Florida corporation

____________________________               BY:________________________________
Print Name:_________________                    Loren M. Pollack
Signing only as witness                         As its President


                                                   (Corporate Seal)


                                      -7-


<PAGE>




STATE OF _______________________
COUNTY OF FLORIDA_______________


     Acknowledged  before  me this  ____  day of  December,  1998,  by  Loren M.
Pollack,  the President of The Stuart S. Golding Company, a Florida corporation,
a Member of UIRT-LAKE ST.  CHARLES,  L.L.C.,  a limited  liability  company,  on
behalf  of said  corporation  and  limited  liability  company.  Such  person is
personally known to me or has produced ____________ identification.


                                            ---------------------------------
                                            Print Name:______________________
                                            Notary Public
                                            Commission No.
                                            Serial Number, if any:___________

                                      -8-

<PAGE>
Exhibit 10.8
                          CONSTRUCTION LOAN AGREEMENT

BANK:  FIRST UNION NATIONAL BANK

BORROWER: UIRT - LAKE ST. CHARLES L.L.C., a limited liability company

DATE OF CLOSING: _ day of  1998 ("Effective Date")

                               TABLE OF CONTENTS

Paragraph                                                            Page 

1.  REPRESENTATIONS  ...............................................    1

2.  AFFIRMATIVE COVENANTS ..........................................    3 

3.  NEGATIVE COVENANTS .............................................    5

4.  FINANCIAL AND OTHER INFORMATION  ...............................    5

5.  CONDITIONS PRECEDENT ...........................................    6

6.  CONSTRUCTION LOAN ..............................................    6

7.  CONSTRUCTION REPRESENTATIONS ...................................    6

8.  CONSTRUCTION COVENANTS .........................................    7

9.  CONSTRUCTION LOAN ADMINISTRATION AND DISBURSEMENT ..............    9

10.  INTEREST RESERVE  .............................................   12 

11.  PARTIAL RELEASE ...............................................   12

12.  DESCRIPTIVE HEADINGS ..........................................   13

13.  COUNTERPARTS ..................................................   13


<PAGE>



                          CONSTRUCTION LOAN AGREEMENT

FIRSTUNION NATIONAL BANK 100 South Ashley Drive, Suite 910 Tampa,  Florida 33602
(Hereinafter  referrd  to as the  "Bank")  UIRT - LAKE ST.  CHARLES,  L.L.C.,  a
Unlimited liability company 27001 U.S. 19 North, Suite 2095 Clearwater,  Florida
34621 (Hereinafter  referred to as  "Borrower")THIS  CONSTRUCTION LOAN AGREEMENT
("Agreement") entered into as of the ___ day of December, 1998, by and between
Bank and Borrower.

     Borrower  has applied to Bank for a term loan (the "Loan") in the amount of
FIVE  MILLION SIX HUNDRED  TWENTY  THOUSAND AND N0/100  DOLLARS  ($5,620,000.00)
which is evidenced a Promissory Note of even date herewith in the amount of FIVE
MILLION SIX HUNDRED  TWENTY  THOUSAND AND NO/IOO  DOLLARS  ($5,620,000.00)  (the
"Note").  The  Loan  proceeds  are  to  be  used  by  Borrower  to  finance  the
construction of a 57,096 square foot  neighborhood  shopping center which is 81%
pre-leased  (46,296 square feet) to Kash n' Karry Food Stores,  Inc., a Delaware
corporation,  and a .67  acre  outpareel  ("North  Outparcel")  and a 1.18  acre
outparcel ("South Outparcel") and appurtenances.

     This Agreement applies to the Loan and all Loan Documents.  The terms "Loan
Documents"  and  "Obligations,"  as used in this  Agreement,  are defined in the
Note. The term "Borrower" shall include its Subsidiaries and Affiliates. As used
in this  Agreement as to Borrower,  "Subsidiary"  shall mean any  corporation of
which more than 50% of the issued and outstanding voting stock is owned directly
or indirectly by Borrower. As to Borrower, "Affiliate" shall have the meaning as
defined in 11 U.S.C.  sec. 101,  except that the term "debtor"  therein shall be
substituted by the term "Borrower" herein.

     Relying upon the  covenants,  agreements,  representations  and  warranties
contained in this  Agreement,  Bank is willing to extend credit to Borrower upon
the terms and subject to the conditions set forth herein,  and Bank and Borrower
agree as follows:

     1.  REPRESENTATIONS:  Borrower  represents  that  from  the  date  of  this
Agreement and until final payment in full of the Obligations:


                                      -1-


<PAGE>




          a. Accurate  Information.  All information now and hereafter furnished
     to Bank is and will be true,  correct and  complete.  Any such  information
     relating  to  Borrower's   financial   condition  will  accurately  reflect
     Borrower's  financial  condition as of the date(s) thereof,  (including all
     contingent liabilities of every type), and Borrower further represents that
     its financial  condition has not changed  materially or adversely since the
     date(s) of such documents.

          b.  Authorization;  Non-Contravention.  The  execution,  delivery  and
     performance by Borrower and any guarantor, as applicable, of this Agreement
     and other Loan Documents to which it is a party are within its power,  have
     been duly  authorized by all necessary  action taken by the duly authorized
     officers of  Borrower  and any  guarantors  and,  if  necessary,  by making
     appropriate filings with any governmental agency or unit and are the legal,
     binding, valid and enforceable  obligations of Borrower and any guarantors;
     and do not (i)  contravene,  or  constitute  (with or without the giving of
     notice or lapse of time or both) a violation of any provision of applicable
     law,  a  violation  of the  organizational  documents  of  Borrower  or any
     guarantor, or a default under any agreement,  judgment,  injunction, order,
     decree  or other  instrument  binding  upon or  affecting  Borrower  or any
     guarantor,  (ii) result in the  creation or  imposition  of any lien (other
     than the lien(s)  created by the Loan  Documents)  on any of  Borrower's or
     guarantor's  assets,  or  (iii)  give  cause  for the  acceleration  of any
     obligations of Borrower or any guarantor to any other creditor.

          c. Asset  Ownership.  Borrower has good and marketable title to all of
     the  properties  and assets  reflected on the balance  sheets and financial
     statements  supplied Bank by Borrower,  and all such  properties and assets
     are free and clear of mortgages,  security deeds, pledges,  liens, charges,
     and all  other  encumbrances,  except  as  otherwise  disclosed  to Bank by
     Borrower  in writing  ("Permitted  Liens").  To  Borrower's  knowledge,  no
     default has occurred  under any Permitted  Liens and no claims or interests
     adverse to  Borrower's  present  rights in its  properties  and assets have
     arisen.

          d. Discharge of Liens and Taxes.  Borrower has duly filed, paid and/or
     discharged  all taxes or other claims which may become a lien on any of its
     property  or  assets,  except  to the  extent  that  such  items  are being
     appropriately  contested  in good  faith and an  adequate  reserve  for the
     payment thereof is being maintained.

          e. Sufficiency of Capital.  Borrower is not, and after consummation of
     this  Agreement  and after giving effect to all  indebtedness  incurred and
     liens  created  by  Borrower  in  connection  with the  Loan,  will not be,
     insolvent within the meaning of 11 U.S.C. sec. 101(32).

                                      -2-


<PAGE>




          f.  Compliance  with Laws.  Borrower is in  compliance in all respects
     with all federal, state and local laws, rules and regulations applicable to
     its properties,  operations,  business,  and finances,  including,  without
     limitation,  any  federal or state laws  relating to liquor  (including  18
     U.S.C. sec. 3617, et seq.) or narcotics  (including 21 U.S.C.  sec.801,  et
     seq. and/or any commercial crimes; all applicable federal,  state and local
     laws and regulations intended to protect the environment;  and the Employee
     Retirement  Income  Security  Act  of  1974,  as  amended   ("ERISA"),   if
     applicable.

          g.  Organization  and Authority.  Each corporate or limited  liability
     company Borrower and any guarantor, as applicable, is duly created, validly
     existing  and  in  good  standing  under  the  laws  of  the  state  of its
     organization,  and has all powers,  governmental licenses,  authorizations,
     consents and approvals  required to operate its business as now  conducted.
     Each corporate or limited liability company Borrower and any guarantor,  if
     any, is duly qualified,  licensed and in good standing in each jurisdiction
     where  qualification or licensing is required by the nature of its business
     or the character and location of its property,  business or customers,  and
     in which the failure to so qualify or be  licensed,  as the case may be, in
     the  aggregate,  could  have a  material  adverse  effect on the  business,
     financial  position,  results of  operations,  properties  or  prospects of
     Borrower or any such guarantor.

          h. No Litigation.  To the best of Borrower's  knowledge,  there are no
     pending or  threatened  suits,claims  or demands  against  Borrower  or any
     guarantor that have not been disclosed to Bank by Borrower in writing.

          2. AFFIRMATIVE  COVENANTS:  Borrower agrees that from the date of this
     Agreement and until final payment in full of the  Obligations,  unless Bank
     shall otherwise consent in writing, Borrower will:

          a. Business Continuity. Conduct its business in substantially the same
     manner  and  locations  as such  business  is now and has  previously  been
     conducted.

          b. Maintain  Properties.  Maintain,  preserve and keep its property in
     good repair,  working order and condition,  making all needed replacements,
     additions  and  improvements   thereto,  to  the  extent  allowed  by  this
     Agreement.

          c. Access to Books & Records. Allow Bank, or its agents, during normal
     business  hours,  access to the books,  records and such other documents of
     Borrower as Bank shall  reasonably  require,  and allow Bank to make copies
     thereof at Bank's expense.

          d. Insurance. Maintain adequate insurance coverage with respect to its
     pr operties  and  business  against  loss or damage of the kinds and in the
     amounts customarily insured against by companies of established  reputation
     engaged in the same or similar businesses including,

                                       -3-


<PAGE>


     without  limitation,   commercial  general  liability  insurance,   workers
     compensation insurance,  and business interruption insurance;  all acquired
     in such amounts and from such companies as Bank may reasonably require.

          e. Notice of Default and Other Notices. (a) Notice of Default. Furnish
     to Bank  immediately  upon becoming aware of the existence of any condition
     or event which  constitutes a Default (as defined in the Loan Documents) or
     any event  which,  upon the giving of notice or lapse of time or both,  may
     become a  Default,  written  notice  specifying  the  nature  and period of
     existence  thereof and the action  which  Borrower is taking or proposes to
     take with  respect  thereto.  (b) Other  Notices.  Promptly  notify Bank in
     writing of (i) any material  adverse  change in its financial  condition or
     its business;  (ii) any default under any material  agreement,  contract or
     other  instrument to which it is a party or by which any of its  properties
     are bound, or any acceleration of the maturity of any indebtedness owing by
     Borrower; (iii) any material adverse claim against or affecting Borrower or
     any part of its  properties;  (iv) the  commencement  of, and any  material
     determination  in, any  litigation  with any third party or any  proceeding
     before any governmental agency or unit affecting Borrower; and (v) at least
     30 days prior  thereto,  any change in Borrower's  name or address as shown
     above, and/or any change in Borrower's structure.

          f.  Compliance  with  Other  Agreements.  Comply  with all  terms  and
     conditions contained in this Agreement,  and any other Loan Documents,  and
     swap agreements, if applicable, as defined in the Note.

          g. Payment of Debts. Pay and discharge when due, and before subject to
     penalty or  further  charge,  and  otherwise  satisfy  before  maturity  or
     delinquency,  all  obligations,  debts,  taxes, and liabilities of whatever
     nature or amount, except those which Borrower in good faith disputes.

          h.  Reports  and  Proxies.  Deliver to Bank,  promptly,  a copy of all
     financial  statements,  reports,  notices,  and proxy  statements,  sent by
     Borrower to  stockholders,  and all regular or periodic reports required to
     be filed by Borrower with any governmental agency or authority.

          i.  Other   Financial   Information.   Deliver   promptly  such  other
     information  regarding  the  operation,  business  affairs,  and  financial
     condition of Borrower which Bank may reasonably request.

          j. Non-Default  Certificate  From Borrower.  Deliver to Bank, with the
     Financial Statements required herein, a certificate signed by Borrower,  if
     Borrower is an individual,  or by a principal financial officer of Borrower
     warranting  that no "Default" as  specified in the Loan  Documents  nor any
     event  which,  upon the  giving of  notice or lapse of time or both,  would
     constitute such a Default, has occurred.

                                      -4-


<PAGE>




          k.  Estoppel  Certificate.  Furnish,  within 15 days after  request by
     Bank, a written  statement  duly  acknowledged  of the amount due under the
     Loan and whether offsets or defenses exist against the Obligations.

          3.  NEGATIVE  COVENANTS:  Borrower  agrees  that from the date of this
     Agreement and until final payment in full of the  Obligations,  unless Bank
     shall otherwise consent in writing, Borrower will not:

          a. Default on Other Contracts or Obligations.  Default on any material
     contract  with or  obligation  when due to a third  party or default in the
     performance of any obligation to a third party incurred for money borrowed.

          b. Judgment Entered.  Permit the entry of any monetary judgment or the
     assessment against,  the filing of any tax lien against, or the issuance of
     any writ of garnishment or attachment  against any property of or debts due
     Borrower which shall not have been  transferred to bond or released  within
     ten (10) days after the date Borrower receives notice thereof.

          c.  Government  Intervention.  Permit the  assertion  or making of any
     seizure, vesting or intervention by or under authority of any government by
     which the  management  of Borrower or any  guarantor  is  displaced  of its
     authority  in the conduct of its  respective  business or such  business is
     curtailed or materially impaired.

          d.  Prepayment of Other Debt.  Retire any long-term  debt entered into
     prior to the  date of this  Agreement  at a date in  advance  of its  legal
     obligation to do so.

          e. Retire or Repurchase Capital Stock. Retire or otherwise acquire any
     of its capital stock.

          4.  FINANCIAL AND OTHER  INFORMATION:  Borrower will annually  provide
     unaudited   management-prepared   financial   statements   reflecting   its
     operations, including, without limitation, a balance sheet, profit and loss
     statement and statement of cash flows, with supporting schedules, within 90
     days of the fiscal year end. Borrower will semi-annually  provide unaudited
     management-prepared  project operating statements and rent rolls.  Borrower
     shall deliver to Bank such information as Bank may reasonably  request from
     time to  time,  including  without  limitation,  financial  statements  and
     information pertaining to Borrower's financial condition.  Such information
     shall be true, complete, and accurate.

                                       -5-


<PAGE>




          5. CONDITIONS PRECEDENT:  The obligations of Bank to make the Loan and
     any advances  pursuant to this  Agreement are subject to receipt by Bank of
     such additional  supporting documents as Bank or its counsel may reasonably
     request.

          6.  CONSTRUCTION  LOAN: The following  REPRESENTATIONS,  COVENANTS and
     LOAN ADMINISTRATION AND DISBURSEMENT  provisions apply to the Loan made for
     construction of improvements (the "Improvements") upon and to the land (the
     "Land")  described in Exhibit "A" attached,  which is a portion of the land
     described  in and  constituting  a part of the  Property  as defined in the
     Mortgage (the "Security Instrument")securing the Loan.

          7.  CONSTRUCTION  REPRESENTATIONS:  Borrower  represents that from the
     date of this Agreement and until final payment in full of the Obligations:

          a. Access and  Utilities.  (i) The Property has, and the  Improvements
     will have,  adequate legal vehicular and pedestrian access to public roads;
     (ii) sewer,  water and all other  appropriate  utilities  are  available at
     ordinary  costs at the  Land  boundaries  through  public  or  unencumbered
     private easements,  and in sufficient  quantities to serve the intended use
     of the  Land  and  Improvements;  (iii)  if  applicable,  required  written
     approvals  of septic  tanks or wells  have been  issued by all  appropriate
     governmental authorities.

          b. Laws, Zoning and Approvals.  (i) The plans and  specifications  for
     the Improvements and the anticipated use of the Land and Improvements shall
     comply  with  all  applicable  restrictive  covenants,  zoning  ordinances,
     building  laws and  codes,  and  other  applicable  laws,  regulations  and
     requirements (including without limitation, the Americans with Disabilities
     Act, as amended);  (ii) the current zoning  classification  of the Land and
     any covenants and  restrictions  affecting the Land permit the construction
     and  intended  use of the  Improvements;  (iii)  Borrower  will  obtain all
     permits and approvals of any type required to commence  construction of the
     Improvements  within  the  time  period  set  forth  in  the  Loan  Closing
     Memorandum executed of even date herewith.

          c.  Construction  Criteria.  (i)  Borrower has or will furnish to Bank
     full  and  complete  copies  of  all  construction  contracts,   plans  and
     specifications, drawings, budgets, bonds and other agreements pertaining to
     construction  of  the  Improvements  (the  "Construction  Documents"),  all
     engineering,  soil and other reports and studies and all surveys pertaining
     thereto;  there  are no other  oral or  written  agreements  pertaining  to
     construction  of  the   Improvements;   (ii)  the  Improvements   shall  be
     constructed  in a good  and  workmanlike  manner,  in  accordance  with the
     Construction  Documents  submitted  to  Bank,  and in  compliance  with the
     budget(s)  approved by Bank  ("Approved  Budget");  (iii) no  amendment  or
     change, nor deviation in the construction from, the Construction Documents,
     in excess of $10,000.00 shall be made without Bank's prior

                                      -6-


<PAGE>




     written consent,  and Borrower shall promptly submit to Bank for approval a
     written  change order  describing  any such change or  deviation;  (iv) the
     Improvements  shall  be  constructed  entirely  on the  Land  and  will not
     encroach  upon or overhang any  easement,  right of way, or any other land,
     and shall be  constructed  wholly within  applicable  building  restriction
     lines; (v) the Improvements and construction  thereof shall comply with all
     applicable statutes, ordinances, codes, regulations and restrictions.

          d. Use of Proceeds.  Borrower  will use Loan  proceeds  solely for the
     purpose of financing the property upon which  Improvements  are to be built
     and for paying the cost of construction  of the  Improvements in accordance
     with the Loan  Documents  and  Construction  Documents  (including  without
     limitation,  the Approved  Budget) and for such other  purposes  associated
     therewith as Bank shall have  specifically  approved in writing,  and shall
     not use or divert Loan proceeds for any other purpose.

          e. Notice of Commencement. (i) No notice of commencement under Section
     713.13 of the  Florida  Statutes  shall be filed  before  recording  of the
     Security  Instrument;  (ii) after  filing of the  Security  Instrument  and
     before  construction  begins Borrower shall  properly-record and post under
     Section 713.13 of the Florida  Statutes a notice of commencement  and shall
     name the Bank in the notice of commencement as a person or entity upon whom
     any notices under the Statute shall be served.

          8. CONSTRUCTION COVENANTS:  Commencement and Completion.  Construction
     of the  Improvements,  including  delivery of materials or  performance  of
     lienable  work,  shall  not  commence  before  recording  of  the  Security
     Instrument. Unless otherwise agreed in writing by Bank, construction of the
     Improvements  shall  commence  within sixty (60) days from the date of this
     Agreement  and be carried on diligently  and without delay or  interruption
     for more than 15 days,  except in the event of force  majeure  (Borrower is
     delayed in the  construction  of the  Improvements  under this Agreement by
     reason of strikes or other labor  troubles,  unavailability  of  materials,
     national  emergency,  any rule,  order or  regulation  of any  Governmental
     Authority,  adverse weather conditions or other cause not within Borrower's
     control),  and  completion  (hereafter  defined)  must  occur no later than
     October  1,  1999   ("Completion   Date").   "Completion"   means  (i)  the
     Improvements are fully  constructed and completed in a good and workmanlike
     manner in accordance  with the  Construction  Documents and all  applicable
     statutes, ordinances, codes, regulations and restrictions,  (ii) completion
     of the Improvements has been certified by the construction architect and/or
     engineer,  and the final loan  disbursement  request  has been  approved by
     Bank's  construction   disbursement  inspector,   (iii)  a  certificate  of
     occupancy or comparable written approval, if applicable, has been issued by
     appropriate governmental  authorities,  (iv) the Improvements are ready for
     use and  occupancy,  and have been accepted by Borrower and all  applicable
     tenants.

                                       -7-


<PAGE>




          a. Title  Insurance.  Prior to the first loan  disbursement or advance
     Borrower  shall  furnish  to  Bank,  at  Borrower's   expense,  a  standard
     non-expiring  ALTA mortgagee policy of title insurance,  with premium paid,
     issued by a title insurer  satisfactory to Bank. The title policy shall (i)
     show  Borrower to be vested with valid  marketable  fee simple title to the
     Land,  free and clear of all defects,  liens,  encumbrances  or exceptions,
     except for ad valorem  taxes for the current year and such other matters as
     may be  acceptable  to Bank,  (ii) insure the Security  Instrument  to be a
     valid first lien on the fee simple  title to the Land in the full amount of
     the loan,  (iii)  contain no exception  for  mechanic's  and  materialmen's
     liens,survey  matters or any other  matters not  acceptable  to Bank;  (iv)
     include such  endorsements  and provide such coverages as Bank may require,
     including  without  limitation,  coverage for future  advances prior to the
     Completion Date under a pending  disbursements  clause  acceptable to Bank,
     and (v) insure all access and other easements  necessary for the use of the
     Land and Improvements.

          b.  Survey.  Prior to the  first  loan  disbursement,  Borrower  shall
     furnish to Bank, at Borrower's  expense,  a current survey showing the Land
     to be free from encroachments and encumbrances,  and showing whether or not
     the Land is located in a federally  designated  Special  Flood Hazard Area.
     Prior to the first  construction  disbursement,  or at such  other  time as
     required by Bank,  Borrower shall furnish a foundation  survey certified to
     Bank and in form and scope  satisfactory to Bank,  showing and locating all
     dimensions,   setback  lines,   utility  and  other   easements,   and  any
     encroachments.  In the  event any  encroachments  are  evidenced,  Bank may
     discontinue  making loan  disbursements  until such encroachments have been
     remedied to Bank's  satisfaction.  Borrower shall furnish such supplemental
     surveys as Bank may  require,  including  without  limitation,  a final "as
     built" survey locating the Improvements upon the Land.

          c. Insurance. Until Completion of the Improvements, the Borrower shall
     purchase and maintain insurance as follows: Prior to any loan disbursement,
     Borrower  shall  furnish  (or  cause the  general  contractor  to  furnish)
     insurance  coverage,   with  premiums  paid,  (i)  insuring  the  Land  and
     Improvements  against  all hazards  and risks  required by Bank,  including
     without  limitation,  builder's  risk (both  completed  value and  extended
     coverage)  and flood (if  applicable),  naming  Bank as  insured  mortgagee
     (standard non-contributing mortgagee clause) and containing standard waiver
     of  subrogation  clauses,  and (ii)  providing  liability  coverage in such
     amount as Bank may require but in no event less than $1,000,000.00 combined
     single limit, naming Bank as an additional insured;  Borrower shall provide
     such  other  insurance  as Bank may  require  from  time to time.  All such
     insurance   policies  shall  be  from  insurers  and  in  form  and  amount
     satisfactory  to Bank,  and must  provide  for no less  than 30 days  prior
     notice  of   cancellation   or  non-renewal   to  Bank.  All   contractors,
     subcontractors,  mechanics or laborers and other persons providing labor or
     material in  construction of the  Improvements  shall have or be covered by
     worker's compensation insurance, if required by applicable law.

                                       -8-


<PAGE>




     After  Completion and the final  construction  disbursement,  the insurance
     requirements  in the  Security  Instrument  shall  apply  to the  Land  and
     Improvements.

          d. Lions and Lien Waivers. Borrower shall take all action necessary to
     have any mechanic's and materialmen's liens,  judgment liens or other liens
     or encumbrances  filed against the Property released or transferred to bond
     within 10 days of the date Borrower  receives  notice of the filing of such
     liens or  encumbrances.  If any such lien or encumbrance is filed,  no loan
     disbursements  will be made until it is removed and a copy of the  recorded
     release  thereof is  received by Bank and  accepted by the title  insurance
     company.  Bank shall not be  obligated  to  disburse  any funds to Borrower
     if,in the opinion of Bank,  any loan  disbursement,  the  Property,  or any
     other  collateral  for  the  loan  would  be  subject  to a  mechanic's  or
     materialmen's  lien or any other  lien or  encumbrance.  Borrower  shall be
     fully and solely responsible for compliance in all respects whatsoever with
     the applicable  mechanic's and materialmen's lien laws.  Borrower shall (i)
     notify  Bank of any and all  Notices  to Owner  and  Claims  of Lien  under
     Chapter 713, Florida Statutes,  within 5 days of receipt thereof,  and (ii)
     comply with all provisions of the Florida  Mechanic's  Lien Law,  including
     but not limited to payment and notice provisions.  Borrower authorizes Bank
     to demand on  Borrower's  behalf the  statement  of account  referred to in
     Section  713.16(2) of the Florida Statutes of any person or entity filing a
     Notice to Owner.  Bank's rights to request such  statements of account will
     not impose any obligation on Bank to use such  authority,  and the exercise
     of such authority shall not create or imply any obligation to exercise such
     authority on subsequent occasions.

          e. Permanent Loan Commitment.  Borrower will comply with the terms of,
     and take  all  such  action  as may be  necessary  to  satisfy  the  terms,
     conditions,  and closing and funding  requirements  of any loan  commitment
     hereafter  obtained - approved by Bank for a loan to be secured by the Land
     and Improvements.

          f. Subordination of Claims of Contractor/Architect/ Engineer. Upon the
     written  request of Bank,  Borrower  shall  require  and shall use its best
     efforts to obtain from the general contractor and any architect or engineer
     that furnishes  labor or services in connection  with  construction  of the
     Improvements to execute and deliver a Subordination, Assignment and Consent
     in form fully acceptable to Bank.

          g.  Time  is of  the  Essence.  In  all  matters  pertaining  to  this
     Agreement, time is of the essence.

                  9. CONSTRUCTION LOAN ADMINISTRATION AND DISBURSEMENT:

                                      -9-

<PAGE>




          a. Loan Disbursements. Bank shall disburse loan proceeds, and Borrower
     will accept such disbursements, in accordance with the Approved Budget, and
     the Bank approved  disbursement  schedule,  forms and procedures.  Borrower
     shall  submit  to  Bank  or  its  designated  agent  a  completed   written
     disbursement  request in such form and detail as required by Bank. All such
     requests shall be submitted at least 10 days prior to the requested date of
     loan  disbursement,  and supported by such receipts,  invoices,  waivers of
     mechanic's and  materialmen's  liens and other supporting  documentation as
     may be  required by Bank.  Unless  otherwise  agreed by Bank  disbursements
     shall be made no more  often than  monthly,  and shall be based on work and
     materials  in  place  and   satisfactorily   completed  as   determined  by
     disbursement  inspections  performed by or on behalf of Bank at  Borrower's
     expense.   Bank's   determination  of  work  and  materials  in  place  and
     satisfactorily completed shall be binding on Borrower. Bank may reject, but
     is not obligated to reject,  any material or work which does not conform to
     the Loan Documents and Construction Documents,  and may require Borrower to
     replace or reperform  such  nonconforming  material or work. At its option,
     Bank may make loan  disbursements  directly  into a  separate  construction
     disbursement  account or other  Borrower  account  with Bank,  to  Borrower
     directly,  through a title  insurance  company  or other  third  party,  or
     directly to the general  contractor,  subcontractors,  materialmen or other
     suppliers  providing  labor,  services or materials in connection  with the
     Improvements. Bank shall have no obligation after making loan disbursements
     in a  particular  manner to  continue  to make loan  disbursements  in that
     manner.  Bank shall have no obligation  regarding the proper application of
     loan proceeds after  disbursement.  Loan disbursements for individual items
     shall not exceed the amounts  specified  in the Approved  Budget.  Bank may
     deduct  from any  disbursement  the  amount  of any  retainages,  deposits,
     expenses,  or costs due Bank under the Loan Documents.  Bank shall be under
     no obligation to make, and may withhold,  any loan disbursement if there is
     a  Default  under any of the Loan  Documents,  or any  condition  precedent
     thereto has not been complied with to Bank's satisfaction.  Bank shall have
     no obligation to make any loan disbursement for materials stored on site or
     off site. If Bank elects to make a disbursment for stored  materials,  Bank
     may impose such conditions and requirements as it deems  appropriate in its
     sole discretion.

          b. Retention of Loan Proceeds.  Disbursements (prior to the final loan
     disbursement)  for payment on account of  construction  work and  materials
     shall  not  exceed an  amount  equal to 90% of the  total  cost of work and
     materials  in  place  and  satisfactorily  completed,  less  the sum of all
     disbursements  previously  made against  construction  work and  materials.
     Amounts held by Bank as retainage will be disbursed following Completion in
     the final disbursement.

          c.  Inspections.  All  inspections by or on behalf of Bank (whether or
     not paid for by Borrower) shall be solely for the benefit of Bank. Borrower
     shall  have no right  to  claim  any  loss or  damage  against  Bank or its
     representatives arising from any alleged (i) negligence in or -10-


<PAGE>




     failure to perform inspections,  (ii) failure to monitor loan disbursements
     or the progress or quality of  construction,  or (iii) failure to otherwise
     properly administer the Loan.

          d. Borrower's Equity. Prior to any loan disbursement for construction,
     Borrower shall submit evidence satisfactory to Bank that an amount equal to
     the difference  between the amount in the Approved Budget for  construction
     of the Improvements and the estimated actual cost to complete  construction
     of the  Improvements  (the "Equity") has been expended from  Borrower's own
     funds  for  construction  of the  Improvements.  The  Equity  shall  remain
     invested in the Land and  Improvements  and Borrower  agrees that no Equity
     will be  reimbursed  directly or  indirectly  without  Bank's prior written
     consent.

          e. Claims of Lien.  Borrower shall promptly  notify Bank of any amount
     owed to a supplier,  contractor or subcontractor which has been outstanding
     for more than thirty  (30) days,  and of any  written  claim  (other than a
     normal  invoice)  received by it or contractor for an amount asserted to be
     owed to any supplier, contractor or subcontractor.

          f.  Deficiency  in  Loan  Amount  (Equity  Call).  If at any  time  it
     reasonably  appears the cost to complete  construction of the  Improvements
     will exceed  undisbursed  funds  available under the loan for that purpose,
     Bank may require  Borrower to deposit with Bank (and Borrower shall deposit
     within 7 days after by written  notice  from Bank) funds  sufficient,  when
     added  to such  available  undisbursed  loan  funds,  to pay all  costs  to
     complete   construction   of  the   Improvements  in  accordance  with  the
     Construction  Documents and Loan Documents.  Bank's determination as to any
     such  deficiency  and  requirement  of such  deposit  shall  be  final  and
     conclusive.  At Bank's option,  no loan  disbursements  shall be made until
     Borrower has fully complied with this requirement. All such deposited funds
     shall be additional security for the Obligations.  Bank may, at its option,
     use such  deposited  funds to pay  costs to  complete  construction  of the
     Improvements before any further loan disbursements.

          g.  Final  Disbursement.  Prior  to the  final  disbursement  of  loan
     proceeds,  the following  conditions  must be satisfied (in addition to any
     others  set  forth  elsewhere  in the Loan  Documents)  and Bank  must have
     received:  (i) evidence  satisfactory to Bank that Completion has occurred;
     (ii) final lien  waivers  and  notarized  final  owner's  and  contractors'
     affidavits,  in form and  content  acceptable  to both  Bank and the  title
     insurance company, (iii) well and septic approvals, if applicable; (iv) two
     (2) prints of the final  certified "as built" survey  satisfactory  to Bank
     showing the Land and completed  Improvements and any flood hazard area; (v)
     an agreement by the title company to issue an  endorsement to the mortgagee
     title insurance  policy  updating or eliminating  any survey  exception and
     eliminating the pending  disbursements  clause;  (vi) evidence of paid fire
     and extended coverage hazard insurance satisfactory to Bank.

                                      -11-


<PAGE>




     Evidence  satisfactory to Bank that reserves for e.g.  repairing  structure
     have been  established  and funded in an amount  reasonably  acceptable  to
     Bank;  and final soil  treatment  certificate.  Bank may  holdback any loan
     funds it deems necessary, or fund loan proceeds into a reserve account, for
     completion  or  correction  of  any  work  (including  without  limitation,
     landscaping  or  tenant  upfit)  on  such  terms  and  under  such  written
     agreements as Bank may deem appropriate.  Bank's determination with respect
     to the foregoing shall be conclusive.

          h. No Warranty by Bank.  Indemnification.  Nothing contained in any of
     the Loan  Documents  shall  constitute or create any duty on or warranty by
     Bank regarding (i) the  suitability of the Land or  Improvements  for their
     intended use, (ii) the suitability or quality of the Construction Documents
     or methods and materials used in  construction of the  Improvements,  (iii)
     the quality or condition of the  Improvements,  or (iv) the  competence  or
     qualifications  of the general  contractor  or any other  party  furnishing
     labor or materials in connection  with  construction  of the  Improvements.
     Borrower (a)  acknowledges  that  Borrower has not relied and will not rely
     upon any experience, awareness or expertise of Bank regarding such matters,
     and (b) shall  indemnify,  hold harmless,  and'defend  Bank from any costs,
     expenses, damages, judgments, or liabilities, including without limitation,
     attorneys' fees, arbitration fees, and expert witness fees, arising from or
     connected with (i) such matters,  (ii) payment or non-payment  for labor or
     materials furnished for construction of the Improvements,  (iii) any claims
     of  mechanics  or  materialmen,  or (iv) any action or inaction by Borrower
     with respect to the foregoing.

          10. INTEREST RESERVE:  It is agreed that there shall be established an
     interest reserve of which shall be called "Interest Reserve".

          a. The Interest  Reserve shall be in the sum of One Hundred Ninety One
     Thousand Two Hundred Sixty Nine and No/100 DOLLARS ($191,269.00).

          b. Bank shall pay  interest  on the  unpaid  balance of this Loan from
     time to time from the Interest Reserve as long as the same exists.

          c. After the  Interest  Reserve has been  expended,  then the Borrower
     shall make the interest payments from its own funds.

          11.  PARTIAL  RELEASE:  So long as there is no Default  under the Loan
     Documents,  Borrower  shall be  entitled to obtain the release of the South
     Outparcal  of the  Property  securing  the loan by  meeting  the  following
     conditions:  (A) Payment of a minimum amount of one hundred  percent (100%)
     of the net proceeds  from the sale of the South  Outparcel or  $320,000.00,
     whichever is greater. (B) All unreleased land shO be contiguous to a public
     right-of-way or shall have adequate ingress and egress  consistent with the
     highest and best use of such land  secured by  easements  running with such
     land, and access

                                      -12-


<PAGE>




      to all necessary utilities, such as water, sewer, gas and electricity. (C)
     Borrower shall  furnish,  at Borrower's  cost, an instrument  acceptable to
     First Union to effect the  requested  release and a survey,  acceptable  to
     First  Union and  certfied  by the  surveyor,  of the land to be  released,
     containing a legal description and the area of the land to be released.

          12. DESCRIPTIVE HEADINGS: The descriptive headings used herein are for
     convenience  in reference only and they are not intended to have any effect
     whatsoever  in  determining  the rights or  obligations  of the Borrower or
     Bank.

          13.  COUNTERPARTS:   This  instrument  may  be  executed  in  multiple
     counterparts,  and all signatures  need not appear on each  counterpart and
     taken  together  all  counterparts  shall be  deemed to be one and the same
     instrument. [GRAPHIC OMITTED][GRAPHIC OMITTED]

                 IN  WITNESS  WHEREOF,  the said  Borrower  and Bank have  made,
executed,  sealed and  delivered  this Loan  Agreement  on the day an year first
above written.
                                           UIRT - LAKE ST. CHARLES, L.L.C,
                                           a limited liability company

_________________________                  By Its Member:
Print Name:______________                         The Stuart S. Golding Company
Signing only as a witness                         a Florida corporation

_________________________                  BY:_________________________________
Print Name:______________                       Loren M. Pollack
Signing only as a witness                       As its President

                                                  (Corporate Seal)

STATE OF ________________
COUNTY OF________________

     Acknowledged before me this ___ day of December, 1998, by Loren M. Pollack,
the President of The Stuart S. Golding Company, a Florida corporation,  a Member
LAkE ST. CHARLES, L.L.C., a limited liability company, on behalf corporation and
limited liability company. Such person is personally known to me or has produced
_______________ identification.

                                    --------------------------
                                    Print Name:_______________
                                    Notary Public
                                    Commission No.
                                    Serial Number, if any:_________


                                      -13-


<PAGE>



                                    FIRST UNION NATIONAL BANK

______________________              BY:___________________________
Print Name:___________                  Valerie A. Girrens
Signing only as a witness               Assistant Vice President


---------------------             
Print Name:___________            
Signing only as a witness         

STATE OF FLORIDA
COUNTY OF ______________

     Acknowledged before me this___day of December, 1998, by Valerie A. Girrens,
the Assistant Vice  President of FIRST UNION  NATIONAL BANK,  behalf of the bank
and limited  liability  company.  Such person is  personally  known to me or has
produced _______________ identification.


                                    --------------------------
                                    Print Name:_______________
                                    Notary Public
                                    Commission No.
                                    Serial Number, if any:_________

                                      -14-
<PAGE>
Exhibit 10.9   PROMISSORY NOTE FOR NORTHWEST CROSSING



                                PROMISSORY NOTE

                         Dated as of October 16, 1995
                                                            $1,925,000.00

     FOR VALUE RECEIVED,  the  undersigned,  Today Northwest  Crossing,  L.P., a
Texas limited partnership ("Maker"), promises to pay to the order of FIRST UNION
NATIONAL BANK OF NORTH CAROLINA,  a national banking association  ("Payee") , at
the office of Payee at One First Union Center TW-8,  Charlotte,  North  Carolina
28288,  or at such other place as Payee may  designate  to Maker in writing from
time to time, the principal sum of ONE MILLION NINE HUNDRED TWENTY FIVE THOUSAND
AND NO/1OO DOLLARS ($1,925,000.00), together with interest on so much thereof as
is  outstanding  and  unpaid,  from the  date of the  advance  of the  principal
evidenced hereby,  at the rate of Eight and Three-Eighths  percent (8. 375%) per
annum (the "Note Rate"), in lawful money of the United States of America,  which
shall at the time of payment  be legal  tender in payment of all debts and dues,
public and private.

                            ARTICLE I - SECURED NOTE

     The  indebtedness  evidenced  by this  Promissory  Note (the  Note) and the
obligations created hereby are secured by that certain mortgage or deed of trust
and security agreement (the "Security Instrument") from Maker for the benefit of
Payee,  dated of even  date  herewith,  concerning  property  located  in Dallas
County,  Texas.  The Security  Instrument  together with this Note and all other
documents  to or of  which  Payee  is a party or  beneficiary  now or  hereafter
evidencing,  securing,  guarantying,  modifying  or  otherwise  relating  to the
indebtedness  evidenced hereby, are herein referred to collectively as the "Loan
Documents".  All  of  the  terms  and  provisions  of  the  Loan  Documents  are
incorporated herein by reference. Some of the Loan Documents are to be filed for
record on or about the date hereof in the appropriate public records.

                        ARTICLE II - TERMS AND CONDITIONS

     2. 1 Computation of Interest. Interest shall be computed hereunder based on
a 360-day  year and based on twelve  (12) 30-day  months for each full  calendar
month and on the actual  number of days  elapsed for any partial  month in which
interest is being  calculated.  In  computing  the number of days  during  which
interest  accrues,  the day on  which  funds  are  initially  advanced  shall be
included  regardless  of the time of day such  advance  is made,  and the day on
which funds are repaid shall be included  unless  repayment Is credited prior to
close of business.

     2.2  Payment  of  Princinal  and   Interest.   Payments  in  federal  funds
immediately  available  in the place  designated  for payment  received by Payee
prior to 2:00 p.m.  local time at said place of payment shall be credited  prior
to close of business,  while other payments may, at the option of Payee,  not be
credited  until  immediately  available  to Payee in federal  funds in the place
designated for payment prior to 2:00 p.m. local time at said place of payment on
a day an which Payee is open for business.  Such principal and interest shall be
payable in equal consecutive monthly  installments of $15,338.80 each, beginning
on the first day of the second full  calendar  month  following the date of this
Note (or on the first day of the first full  calendar  month  following the date
hereof,  in the event the advance of the principal amount evidenced by this Note
is the first day of a calendar  month),  and continuing on the first day of each
and every month thereafter through and including October 1, 2005. On November 1,
2005 (the "Maturity  Date") the entire  outstanding  principal  balance  hereof,
together with all accrued but unpaid interest thereon,  shall be due and payable
in full.

     2.3 Application of Payments. Each such monthly installment shall be applied
first to the payment of accrued interest and then to reduction of principal.

     2.4 Payment of "Short  Interest".  If the advance of the  principal  amount
evidenced  by this Note is made on a date other than the first day of a calendar
month, then Maker shall pay to Payee contemporaneously with the execution hereof
interest  at the Note  Rate  for a period  from  the  date  hereof  through  and
including the last day of this calendar month.

     2. 5  Prepayment.  (a) This  Note may be  prepaid  in whole but not in part
(except as otherwise  specifically provided herein) at any time after the fourth
(4th) anniversary of this Note provided (i) written notice of such prepayment is
received  by Payee not more than  ninety (90) days and not less than thirty (30)
days prior to the date of such  prepayment,  (ii) such prepayment is accompanied
by all  interest  accrued  hereunder  and all other  sums then  payable  and due
hereunder or under the other Loan Documents, and (iii) if such prepayment occurs
after the fourth (4th) anniversary of this Note but before the date that is nine
(9)  years  and six (6)  months  after  the  date of this  Note  Payee is paid a
prepayment  fee in an amount  equal to the greater of (A) one percent  (1.0%) of
the  principal  amount being  prepaid,  and (B) the  positive  excess of (1) the
present  value ("PV") of all future  installments  of principal and interest due
under this Note absent any such prepayment including the principal amount due at

                                       2
<PAGE>

maturity (collectively,  "All Future Payments"),  discounted at an interest rate
per annum equal to the sum of (a) the  Treasury  Constant  Maturity  Yield Index
published  during the second full week  preceding the date on which such premium
is payable for instruments having a maturity coterminous with the remaining term
of this Note,  and (b) fifty (50) basis  points,  over (2) the then  outstanding
principal balance hereof  immediately  before such prepayment ((PV of All Future
Payments)  -  (principal  balance  at time of  prepayment)  -  prepayment  fee].
"Treasury  Constant Maturity Yield Index" shall mean the average yield for "This
Week" as reported by the Federal  Reserve Board in Federal  Reserve  Statistical
Release  H.15(519).  If there is no Treasury  Constant  Maturity Yield Index for
instruments having a maturity  coterminous with the remaining term of this Note,
then the index shall be equal to the weighted  average  yield to maturity of the
Treasury Constant Maturity Yield Indices with maturities next longer and shorter
than such  remaining  average life to  maturity,  calculated  by averaging  (and
rounding  upward to the nearest whole multiple of 1/100 of 1% per annum,  if the
average is not such a multiple)  the yields of the  relevant  Treasury  Constant
Maturity Yield Indices (rounded,  if necessary,  to the nearest 1/100 of 1% with
any  figure  of 1/200 of 1% or above  rounded  upward).  In the  event  that any
prepayment  fee is due  hereunder,  Payee  shall  deliver  to Maker a  statement
setting forth the amount and  determination of the prepayment fee, and, provided
that Payee shall have in good faith applied the formula  described above,  Maker
shall  not  have  the  right to  challenge  the  calculation  or the  method  of
calculation  set forth in any such  statement in the absence of manifest  error,
which  calculation  may be made by Payee on any day during the fifteen  (15) day
period  preceding the date of such  prepayment.  Payee shall not be obligated or
required  to have  actually  reinvested  the  prepaid  principal  balance at the
Treasury  Constant Maturity Yield Index or otherwise as a condition to receiving
the  prepayment  fee. No  prepayment  fee or premium  shall be due or payable in
connection with any prepayment of the  indebtedness  evidenced by this Note made
on or after the date that is nine (9) years and six (6) months after the date of
this  Note.  In  addition  to the  aforesaid  prepayment  fee if,  upon any such
prepayment  (whether  prior to or after  the date that is nine (9) years and six
(6) months after the date of this Note) , the aforesaid prior written notice has
not been received by Payee,  the  prepayment fee shall be increased by an amount
equal to the lesser of (1) thirty (30) days' unearned  interest  computed an the
outstanding principal balance of this Note so prepaid and (ii) unearned interest
computed on the  outstanding  principal  balance of this Note so prepaid for the
period from, and including,  the date of prepayment through the otherwise stated
maturity date of this Note.

                                        3
<PAGE>


     (b)  Partial prepayments of this Note shall not be permitted.

     (c)  The  prepayment  fees  provided  above  shall  be due,  to the  extent
permitted by applicable  law, under any and all  circumstances  where all or any
portion of this Note is paid prior to the Maturity Date, whether such prepayment
is  voluntary  or  involuntary  (other  than due to  application  of casualty or
condemnation  proceeds under the Security  Instrument),  even if such prepayment
results  from  Payee's   exercise  of  its  rights  upon  Maker's   default  and
acceleration  of the  maturity  date  of  this  Note  (irrespective  of  whether
foreclosure  proceedings have been  commenced),  and shall be in addition to any
other  sums  due  hereunder  or  under  any  of the  other  Loan  Documents  (as
hereinafter  defined).  No tender of a  prepayment  of this Note with respect to
which a  prepayment  fee is due shall be  effective  unless such  prepayment  is
accompanied by the prepayment  fee. If the  indebtedness of this Note shall have
been declared due and payable by Payee pursuant to Article III hereof,  due to a
default by Maker,  then any tender of payment of such indebtedness made prior to
the first  anniversary  date hereof must  include a  prepayment  fee computed as
provided in this article II plus an additional  prepayment  fee of three percent
(3%) of the principal balance of this Note.

                              ARTICLE III - DEFAULT

     3.1  Events of  Default.  It is hereby  expressly  agreed  that  should any
default  occur in the payment of principal or interest as  stipulated  above and
such  payment is not made within  five (5) days of the date such  payment is due
(provided  that no grace  period is provided  for the payment of  principal  and
interest due on the Maturity  Date), or should any other default occur under any
of the Loan  Documents  which is not cured within any  applicable  grace or cure
period, then a default shall exist hereunder, and in such event the indebtedness
evidenced hereby,  including all sums advanced or accrued hereunder or under any
other Loan Document,  and all unpaid  interest  accrued  thereon,  shall, at the
option of Payee and without notice to Maker,  at once become due and payable and
may be  collected  forthwith,  whether or not there has been a prior  demand for
payment and regardless of the stipulated date of maturity.

     3.2 Late  Charges.  In the event that any payment is not received by Payee
on the date when due (subject to the applicable grace period),  then in addition
to any default interest payments due hereunder,  Maker shall also pay to Payee a
late  charge  in an  amount  equal to five  percent  (5%) of the  amount of such
overdue payment.

                                        4

<PAGE>


     3.3  Default  Interest  Rate.  So long  as any  default  exists  hereunder,
regardless of whether or not there has been an acceleration of the  indebtedness
evidenced hereby, and at all times after maturity of the indebtedness  evidenced
hereby  (whether by  acceleration  or  otherwise),  interest shall accrue on the
outstanding  principal  balance of this Note at a rate per annum  equal to three
percent (3%) in excess of the Note Rate, or if such  increased  rate of interest
may not be collected under applicable law, then at the maximum rate of interest,
if any,  which may be collected  from Maker under  applicable  law (the "Default
Interest Rate"), and such default interest shall be immediately due and payable.

     3.4  Maker's  Agreement.  Maker  acknowledges  that it would  be  extremely
difficult or  impracticable to determine  Payee's actual damages  resulting from
any late  payment or default,  and such late  charges and default  interest  are
reasonable  estimates  of those  damages and do not  constitute  a penalty.  The
remedies of Payee in this Note or in the Loan Documents, or at law or in equity,
shall be cumulative and concurrent,  and may be pursued singly,  successively or
together, in Payee's discretion.

     3.5 Maker to Pay  Costs.  In the event this Note,  or any part  hereof,  is
collected  by or through an  attorney-at-law,  Maker  agrees to pay all costs of
collection, including, but not limited to, reasonable attorneys' fees.

     3.6  Exculpation.  Notwithstanding  anything in the Loan  Documents  to the
contrary, but subject to the qualif ications hereinbelow set forth, Payee agrees
that:

     (a) Maker shall be liable upon the  indebtedness  evidenced  hereby and for
the other  obligations  arising under the Loan Documents to the full extent (but
only to the  extent) of the  security  therefor,  the same being all  properties
(whether  real or personal) , rights,  estates and  interests now or at any time
hereafter  securing  the  payment of this Note and/or the other  obligations  of
Maker under the Loan Documents (collectively, the "Trust Property");

     (b) if a default  occurs in the  timely,  and proper  payment of all or any
part  of  such  indebtedness  evidenced  hereby  or in  the  timely  and  proper
performance  of the other  obligations  of Maker under the Loan  Documents,  any
judicial  proceedings  brought by Payee  against  Maker  shall be limited to the
preservation,  enforcement  and  foreclosure,  or any  thereof,  of  the  liens,
security titles, estates,  assignments,  rights and security interests now or at
any  time  hereafter  securing  the  payment  of  this  Note  and/or  the  other
obligations of Maker under the Loan Documents,  and no attachment,  execution or
other  writ of  process  shall be  sought,  issued  or levied  upon any  assets,
properties or funds of Maker other than theTrust  Property,  except with respect

<PAGE>

to the liability described below in this section; and
  
     (c) in the event of a foreclosure of such liens, security titles,  estates,
assignments,  rights or  security  interests  securing  the payment of this Note
and/or the other obligations of Maker under the Loan Documents,  no judgment for
any  deficiency  upon the  indebtedness  evidenced  hereby  shall be  sought  or
obtained by Payee against Maker,  except with respect to the liability described
below in this section;  provided,  however, that,  notwithstanding the foregoing
provisions  of this  section,  Maker  shall be fully and  personally  liable and
subject to legal action (i) for proceeds paid under any  insurance  policies (or
paid as a result of any other  claim or cause of action  against  any  person or
entity) by reason of damage,  loss or  destruction  to all or any portion of the
Trust Property,  to the full extent of such proceeds not previously delivered to
Payee,  but  which,  under the  terms of the Loan  Documents,  should  have been
delivered to Payee,  (ii) for proceeds or awards resulting from the condemnation
or other  taking  in lieu of  condemnation  of all or any  portion  of the Trust
Property,  or any of them,  to the full  extent of such  proceeds  or awards not
previously delivered to Payee, but which, under the terms of the Loan Documents,
should have been delivered to Payee,  (iii) for all tenant security  deposits or
other refundable deposits paid to or held by Maker or any other person or entity
in connection  with leases of all or any portion of the Trust Property which are
not  applied  in  accordance  with the  terms of the  applicable  lease or other
agreement,  (iv) for rent and other payments  received from tenants under leases
of all or any portion of the Trust Property paid more than one month in advance,
(v) for rents,  issues,  profits and revenues of all or any portion of the Trust
Property  received or  applicable  to a period  after any notice of default from
Payee hereunder or under the Loan Documents in the event of any default by Maker
hereunder  or  thereunder  which are not  either  applied  to the  ordinary  and
necessary  expenses of owning and operating the Trust Property or paid to Payee,
(vi) for waste committed on the Trust Property,  damage to the Trust Property as
a result of the  intentional  misconduct or gross  negligence of Maker or any of
its principals,  officers or general  partners,  or any agent or employee of any
such persons,  or any removal of the Trust Property in violation of the terms of
the Loan  Documents,  to the full  extent of the losses or damages  incurred  by
Payee on  account of such  failure,  (vii) for  failure to pay any valid  taxes,
assessments,  mechanic's liens,  materialmen's  liens or other liens which could
create liens on any portion of the Trust Property which would be superior to the
lien or security title of the Security  Instrument or the other Loan  Documents'
to the full extent of the amount claimed by any such lien  claimant,  (viii) for
all obligations  and  Indemnities of Maker under the Loan Documents  relating to
hazardous  or  toxic  substances  or  compliance  with  environmental  laws  and
regulations  to the full  extent  of any  losses  or  damages  (including  those
resulting from diminution in value of any Trust Property) incurred by Payee as a

                                       6


<PAGE>

result of the  existence  of such  hazardous or toxic  substances  or failure to
comply with environmental  ]laws or regulations,  and (ix) for fraud or material
misrepresentation  by  Maker  or any of its  principals,  officers,  or  general
partners,  any guarantor,  any indemnitor or any agent, employee or other person
authorized or apparently  authorized to make  statements or  representations  an
behalf of Maker,  any principal,  officer or partner of Maker,  any guarantor or
any lndemnitor,  to the full extent of any losses, damages and expenses of Payee
on  account  thereof.  References  herein  to  particular  sections  of the Loan
Documents  shall be deemed  references  to such  sections  as  affected by other
provisions of the Loan Documents  relating  thereto.  Nothing  contained in this
section shall (1) be deemed to be a release or  impairment  of the  indebtedness
evidenced  by this  Note or the  other  obligations  of  Maker  under  the  Loan
Documents  or the lien of the Loan  Documents  upon the Trust  Property,  or (2)
preclude  Payee from  foreclosing  the Loan  Documents in case of any default or
from  enforcing  any of the  other  rights  of Payee  except  as  stated in this
section, or (3) limit or impair in any way whatsoever the Indemnity and Guaranty
Agreement  (the  "Indemnity  Agreement")  of even date executed and delivered In
connection  with the  indebtedness  evidenced by this Note or release,  relieve,
reduce,  waive or impair in any way  whatsoever,  any obligation of any party to
the Indemnity Agreement.

                         ARTICLE IV - GENERAL CONDITIONS

     4.1 No  Waiver;  Amendment.  No failure to  accelerate  the debt  evidenced
hereby by reason  of  default  hereunder,  acceptance  of a partial  or past due
payment,  or  indulgences  granted from time to time shall be construed (i) as a
novation of this Note or as a reinstatement of the indebtedness evidenced hereby
or as a waiver of such right of acceleration or of the right of Payee thereafter
to insist upon strict compliance with the terms of this Note, or (ii) to prevent
the exercise of such right of acceleration or any other right granted  hereunder
or by any applicable laws; and Maker hereby expressly waives 'the benefit of any
statute  or rule of law or  equity  now  provided,  or which  may  hereafter  be
provided,  which would  produce a result  contrary  to or in  conflict  with the
foregoing.  No  extension  of the  time  for the  payment  of  this  Note or any
installment  due  hereunder,  made by agreement with any person now or hereafter
liable for the payment of this Note shall operate to release, discharge, modify,
change or affect the  original  liability  of Maker  under this Note,  either in
whole or in part unless Payee agrees otherwise in writing.  This Note may not be
changed orally,  but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.
        
     4 .2  Waivers.  Presentment  for  payment,  demand,  protest  and notice of
demand, protest and nonpayment and all other notices are hereby waived by Maker.
Maker hereby further waives and renounces, to the fullest extent permitted by

                                        7


<PAGE>

law, all rights to the benefits of any moratorium,  reinstatement,  marshalling,
forbearance, valuation, stay, extension, redemption, appraisement, exemption and
homestead now or hereafter  provided by the  Constitution and laws of the United
States of America and of each state thereof, both as to itself and in and to all
of its property,  real and personal,  against the  enforcement and collection of
the obligations evidenced by this Note or the other Loan Documents. 

     4.3 Limit of Validity.  The  provisions of this Note and of all  agreements
between Maker and Payee,  whether now existing or hereafter  arising and whether
written or oral, including,  but not limited to, the Loan Documents,  are hereby
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of demand or  acceleration  of the  maturity of this Note or  otherwise,
shall the amount contracted for, charged,  taken, reserved, paid or agreed to be
paid  ("Interest")  to Payee for the use,  forbearance or detention of the money
loaned under this Note exceed the maximum amount  permissible  under  applicable
law. If, from any  circumstance  whatsoever,  performance  or fulfillment of any
provision hereof or of any agreement  between Maker and Payee shall, at the time
performance or fulfillment of such provision  shall be due, exceed the limit for
Interest  prescribed  by  law or  otherwise  transcend  the  limit  of  validity
prescribed by applicable  law, then ipso facto the obligation to be performed or
fulfilled  shall  be  reduced  to such  limit,  and if,  from  any  circumstance
whatsoever,  Payee  shall ever  receive  anything  of value  deemed  Interest by
applicable law in excess of the maximum  lawful  amount,  an amount equal to any
excessive  Interest  shall be applied to the reduction of the principal  balance
owing under this Note in the inverse order of its maturity  (whether or not then
due) or at the option of Payee be paid over to Maker,  and not to the payment of
Interest.  All  Interest  (including  any  amounts  or  payments  judicially  or
otherwise under the law deemed to be Interest)  contracted for, charged,  taken,
reserved,  paid or agreed to be paid to Payee shall, to the extent  permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of this Note, including any extensions and renewals hereof until payment in
full of the principal balance of this Note so that the Interest thereon for such
full term will not exceed at any time the maximum amount permitted by applicable
law.  To the  extent  United  States  federal  law  permits a greater  amount of
interest  than is  permitted  under  the law of the  State  in which  the  Trust
Property  is  located,  Payee  will rely on United  Stated  federal  law for the
purpose  of  determining  the  maximum  amount   permitted  by  applicable  law.
Additionally,  to the extent  permitted  by  applicable  law now or hereafter in
effect,  Payee may,  at its option  and from time to time,  implement  any other
method of computing the maximum  lawful rate under the law of the State in which
the Trust Property is located or under other applicable law by giving notice, if
required,   to  Maker  as  provided   by   applicable   law  now  or   hereafter

                                       8

<PAGE>


in effect. This Section 4.l will control all agreements between Maker and Payee.

     4.4 Use of funds.  Maker hereby warrants,  represents and covenants that no
funds  disbursed  hereunder  shall be used for  personal,  family  or  household
purposes.

     4.5  Unconditional  payment.  Maker  is  and  shall  be  obligated  to  pay
principal, interest and any and all other amounts which become payable hereunder
or under the other Loan Documents absolutely and unconditionally and without any
abatement,  postponement,  diminution or deduction and without any reduction for
counterclaim  or setoff.  In the event that at any time any payment  received by
Payee  hereunder  shall be deemed by a court of competent  jurisdiction  to have
been a  voidable  preference  or  fraudulent  conveyance  under any  bankruptcy,
insolvency or other debtor relief law, then the  obligation to make such payment
shall survive any cancellation or satisfaction of this Note or return thereof to
Maker and shall not be discharged or satisfied with any prior payment thereof or
cancellation  of this  Note,  but shall  remain a valid and  binding  obligation
enforceable in accordance with the terms and provisions hereof, and such payment
shall be immediately due and payable upon demand.
  
     4.6 Governing Law. THIS NOTE SHALL BE  INTERPRETED,  CONSTRUED AND ENFORCED
ACCORDING TO THE LAWS OF THE STATE IN WHICH THE TRUST PROPERTY IS LOCATED.

                      ARTICLE V - MISCELLANEOUS PROVISIONS

     The terms and  provisions  hereof  shall be  binding  upon and inure to the
benefit  of Maker  and  Payee  and  their  respective  heirs,  executors,  legal
representatives,   successors,   successors-in-title  and  assigns,  whether  by
voluntary  action of the parties or by  operation  of law. As used  herein,  the
terms  "Maker" and "Payee" shall be deemed to include  their  respective  heirs,
executors, legal representatives,  successors,  successors-in-title and assigns,
whether by  voluntary  action of the  parties or by  operation  of law. If Maker
consists of more than one person or entity,  each shall be jointly and severally
liable to  perform  the  obligations  of Maker  under this  Note.  All  personal
pronouns used herein, whether used in the masculine,  feminine or neuter gender,
shall include all other genders; the singular shall include the, plural and vice
versa.  Titles of articles and sections are for  convenience  only and in no way
define, limit, amplify or describe the scope or intent of any provisions hereof.
Time is of the essence with respect to all  provisions  of this Note.  This Note
and the other Loan Documents contain the entire  agreements  between the parties
hereto  relating  to the  subject  matter  hereof  and  thereof  and  all  prior
agreements relative hereto and thereto which are not contained herein or therein
are terminated.

                                        9

<PAGE>


     IN  WITNESS  WNEREOF,  Maker has  executed  this Note as of the date  first
written above. 

                              MAKER:   
                             
                              Today Northwest Crossing, L.P., a 
                              Texas  limited  partnership
                              
                              By: Today Northwest Crossing GP,
                                  Inc., a Texas corporation, its 
                                  general partner

                              By:________________________________
                                 Name: Eric Brauss
                                 Title: President

<PAGE>

Exhibit 10.10 

                                PROMISSORY NOTE

                          Dated as of October 16, 1995

                                                                   $2,023,000.00
      
     FOR VALUE RECEIVED,  the undersigned,  Today Melbourne Plaza, L.P., a Texas
limited  partnership  ("Maker"),  promises  to pay to the  order of FIRST  UNION
NATIONAL BANK OF NORTH CAROLINA,  a national banking association  ("Payee") , at
the office of Payee at One First Union Center TW-8,  Charlotte,  North  Carolina
28288,  or at such other place as Payee may  designate  to Maker in writing from
time to time,  the principal sum of TWO MILLION TWENTY THREE THOUSAND AND No/100
DOLLARS  ($2,023,000.00),  together  with  interest  on so  much  thereof  as is
outstanding and unpaid,  from the date of the advance of the principal evidenced
hereby,  at the rate of Eight and Three- eighths percent (8.375%) per annum (the
"Note Rate"),  in lawful money of the United  States of America,  which shall at
the time of payment be legal tender in payment of all debts and dues, public and
private.

                            ARTICLE I - SECURED NOTE

     The  indebtedness  evidenced by this  Promissory  Note (the "Note") and the
obligations created hereby are secured by that certain mortgage or deed of trust
and security agreement (the "Security Instrument") from Maker for the benefit
of Payee,  dated of even date herewith,  concerning  property located in Tarrant
County,  Texas.  The Security  Instrument  together with this Note and all other
documents  to or of which  Payee is a party  or  beneficiary  now or  hereafter
evidencing,  securing,  guarantying,  modifying  or  otherwise  relating  to the
indebtedness  evidenced hereby, are herein referred to collectively as the "Loan
Documents".  All  of  the  terms  and  provisions  of  the  Loan  Documents  are
incorporated herein by reference. Some of the Loan Documents are to be filed for
record on or about the date hereof in the appropriate public records.

                       ARTICLE II - TERMS AND CONDITIONS

     2.1 Computation of Interest.  Interest shall be computed hereunder based on
a 360-day  year and based on twelve  (12) 30-day  months for each full  calendar
month and on the actual  number of days  elapsed for any partial  month in which
interest is being  calculated.  In  computing  the number of days  during  which
interest  accrues,  the day on  which  funds  are  initially  advanced  shall be

<PAGE>

included  regardless  of the time of day such  advance  is made,  and the day on
which funds are repaid shall be included  unless  repayment is credited prior to
close of business.

     2.2  Payment  of  Principal  and   Interest.   Payments  in  federal  funds
immediately  available  in the place  designated  for payment  received by Payee
prior to 2:00 p.m.  local time at said place of payment shall be credited  prior
to close of business,  while other payments may, at the option of Payee,  not be
credited  until  immediately  available  to Payee in federal  funds in the place
designated for payment prior to 2:00 p.m. local time at said place of payment on
a day on which Payee is open for business.  Such principal and interest shall be
payable in equal consecutive monthly  installments of $16,119.69 each, beginning
on the first day of the second full  calendar  month  following the date of this
Note (or on the first day of the first full  calendar  month  following the date
hereof,  in the event the advance of the principal amount evidenced by this Note
is the first day of a calendar  month),  and continuing on the first day of each
and every month thereafter through and including October 1, 2005. On November 1,
2005 (the "Maturity  Date") the entire  outstanding  principal  balance  hereof,
together with all accrued but unpaid interest thereon,  shall be due and payable
in full.

     2.3 Application of Payments. Each such monthly installment shall be applied
first to the payment of accrued interest and then to reduction of principal.
        
     2.4 Payment of "Short  Interest".  If the advance of the  principal  amount
evidenced  by this Note is made on a date other than the first day of a calendar
month, then Maker shall pay to Payee contemporaneously with the execution hereof
interest  at the Note  Rate  for a period  from  the  date  hereof  through  and
including the last day of this calendar month.

     2. 5  Prepayment. 

     (a) This Note may be prepaid in whole but not in part  (except as otherwise
specifically provided herein) at any time after the fourth (4th) anniversary of
this Note  provided (i) written  notice of such  prepayment is received by Payee
not more than  ninety  (90) days and not less than thirty (30) days prior to the
date of such  prepayment,  (ii) such  prepayment is  accompanied by all interest
accrued hereunder and all other sums then payable and due hereunder or under the
other Loan Documents, and (iii) if such prepayment occurs after the fourth (4th)
anniversary  of this Note but before the date that is nine (9) years and six (6)
months after the date of this Note Payee is paid a  prepayment  fee in an amount
equal to the greater of (A) one percent  (1.0%) of the  principal  amount  being
prepaid,  and (B) the  positive  excess of (1) the present  value  ("PV") of all
future  installments  of  principal  and interest due under this Note absent any
such prepayment including the principal amount due at maturity 

                                       2

<PAGE>


(collectively,  "All Future Payments"), discounted at an interest rate per annum
equal to the sum of (a) the Treasury  Constant  Maturity  Yield  Index.published
during the second full week  preceding the date on which such premium is payable
for instruments  having a maturity  cotermincus  with the remaining term of this
Note, and (b) fifty (50) basis points,  over (2) the then outstanding  principal
balance hereof  immediately  before such prepayment [(PV of All Future Payments)
(principal  balance at time of prepayment) = prepayment fee] "Treasury  Constant
Maturity  Yield index" shall mean the average  yield for "This Week" as reported
by the Federal Reserve Board in Federal Reserve  Statistical  Release H.15(519).
If there is no Treasury Constant  Maturity Yield Index for instruments  having a
maturity  coterminous with the remaining term of this Note, then the index shall
be equal to the  weighted  average  yield to maturity of the  Treasury  Constant
Maturity  Yield  Indices  with  maturities  next  longer and  shorter  than such
remaining average life to maturity, calculated by averaging (and rounding upward
to the nearest  whole  multiple of 1/100 of 1% per annum,  if the average is not
such a multiple) the yields of the relevant  Treasury  Constant  Maturity  Yield
Indices  (rounded,  if necessary,  to the nearest 1/100 of 1% with any figure of
1/200 of 1% or above rounded  upward).  In the event that any  prepayment fee is
due hereunder, Payee shall deliver to Maker a statement setting forth the amount
and  determination of the prepayment fee, and, provided that Payee shall have in
good faith applied the formula  described above,  Maker shall not have the right
to challenge the  calculation or the method of calculation set forth in any such
statement in the absence of manifest  error,  which  calculation  may be made by
Payee on any day during the fifteen (15) day period  preceding  the date of such
prepayment. Payee shall not be obligated or required to have actually reinvested
the prepaid  principal  balance at the Treasury Constant Maturity Yield Index or
otherwise as a condition to receiving the  prepayment  fee. No prepayment fee or
premium  shall  be due or  payable  in  connection  with any  prepayment  of the
indebtedness  evidenced  by this Note made on or after the date that is nine (9)
years  and six (6)  months  after  the date of this  Note.  In  addition  to the
aforesaid prepayment fee if, upon any such prepayment (whether prior to or after
the date that is nine (9) years and six (6) months after the date of this Note),
the  aforesaid  prior  written  notice  has not  been  received  by  Payee,  the
prepayment fee shall be increased by an amount equal to the lesser of (i) thirty
(30) days' unearned  interest  computed on the outstanding  principal balance of
this Note so prepaid and (ii)  unearned  interest  computed  on the  outstanding
principal  balance of this Note so prepaid for the period from,  and  including,
the date of prepayment  through the otherwise stated maturity date of this Note.

                                       3

<PAGE>

     (b) Partial permitted prepayments of this Note shall not be permitted.

     (c)  The  prepayment  fees  provided  above  shall  be due,  to the  extent
permitted by applicable  law, under any and all  circumstances  where all or any
portion of this Note is paid prior to the Maturity Date, whether such prepayment
is  voluntary  or  involuntary  (other  than due to  application  of casualty or
condemnation  proceeds under the Security  Instrument) , even if such prepayment
results  from  Payee's   exercise  of  its  rights  upon  Maker's   default  and
acceleration  of the  maturity  date  of  this  Note  (irrespective  of  whether
foreclosure  proceedings have been  commenced),  and shall be in addition to any
other  sums  due  hereunder  or  under  any  of the  other  Loan  Documents  (as
hereinafter  defined).  No tender of a  prepayment  of this Note with respect to
which a  prepayment  fee is due shall be  effective  unless such  prepayment  is
accompanied by the prepayment  fee. If the  indebtedness of this Note shall have
been declared due and payable by Payee pursuant to Article III hereof,  due to a
default by Maker,  then any tender of payment of such indebtedness made prior to
the first  anniversary  date hereof must  include a  prepayment  fee computed as
provided in this Article II plus an additional  prepayment  fee of three percent
(3%,) of the principal balance of this Note.

                              ARTICLE III - DEFAULT

     3.1  Events of  Default.  It is hereby  expressly  agreed  that  should any
default  occur in the payment of principal or interest as  stipulated  above and
such  payment is not made within five (5) days of the date such  payment is due
(provided  that no grace  period is provided  for the payment of  principal  and
interest due on the Maturity  Date), or should any other default occur under any
of the Loan  Documents  which is not cured within any  applicable  grace or cure
period, then a default shall exist hereunder, and in such event the indebtedness
evidenced hereby,  including all sums advanced or accrued hereunder or under any
other Loan Document,  and all unpaid  interest  accrued  thereon,  shall, at the
option of Payee and without notice to Maker,  at once become due and payable and
may be  collected  forthwith,  whether or not there has been a prior  demand for
payment and regardless of the stipulated date of maturity. 

     3.2 Late Charges. In the event that any payment is not received by Payee on
the date when due (subject to the applicable grace period),  then in addition to
any default  interest  payments due  hereunder,  Maker shall also pay to Payee a
late  charge  in an amount  equal to five  percent  (5%,) of the  amount of such
overdue payment.

                                        4
<PAGE>


     3.3  Default  Interest  Rate.  So long  as any  default  exists  hereunder,
regardless of whether or not there has been an acceleration of the  indebtedness
evidenced hereby, and at all times after maturity of the indebtedness  evidenced
hereby  (whether by  acceleration  or  otherwise),  interest shall accrue on the
outstanding  principal  balance of this Note at a rate per annum  equal to three
percent (3%) in excess of the Note Rate, or if such  increased  rate of interest
may not be collected under applicable law, then at the maximum rate of interest,
if any,  which may be collected  from Maker under  applicable  law (the "Default
interest Rate"), and such default interest shall be immediately due and payable.

     3.4  Maker's  Agreements.  Maker  acknowledges  that it would be  extremely
difficult or  impracticable to determine  Payee's actual damages  resulting from
any late  payment or default,  and such late  charges and default  interest  are
reasonable  estimates  of those  damages and do not  constitute  a penalty.  The
remedies of Payee in this Note or in the Loan Documents, or at law or in equity,
shall be cumulative and concurrent,  and may be pursued singly,  successively or
together, in Payee's discretion.

     3.5 Maker to Pay  Costs.  In the event this Note,  or any part  hereof,  is
collected  by or through an  attorney-at-law,  Maker  agrees to pay all costs of
collection, including, but not limited to, reasonable attorneys' fees.

     3.6  Exculpation.  Notwithstanding  Documents to the contrary,  but subject
hereinbelow  set  forth,  Payee  agrees  that:  anything  to  the  in  the  Loan
qualifications

     (a) Maker shall be liable upon the  indebtedness  evidenced  hereby and for
the other  obligations  arising under the Loan Documents to the full extent (but
only to the  extent) of the  security  therefor,  the same being all  properties
(whether  real or  personal),  rights,  estates and interests now or at any time
hereafter  securing  the payment of this Note and/or the other  obligations  of
Maker under the Loan Documents (collectively, the "Trust Proiperty");

     (b) if a default occurs in the timely and proper payment of all or any part
of such indebtedness evidenced hereby or in the timely and proper performance of
the  other  obligations  of  Maker  under  the  Loan  Documents,   any  judicial
proceedings brought by Payee against Maker shall be limited to the preservation,
enforcement and  foreclosure,  or any thereof,  of the liens,  security  titles,
estates, assignments, rights and security interests now or at any time hereafter
securing  the payment of this Note and/or the other  obligations  of Maker under
the Loan Documents, and no attachment,  execution or other writ of process shall
be sought, issued or levied upon any assets,  properties or funds of Maker other

                                       5
<PAGE>

Trust Property,  except with respect below in this section; and to the liability
described
                  
     (c) in the event of a foreclosure of such liens, security titles,  estates,
assignments,  rights or  security  interests  securing  the payment of this Note
and/or the other obligations of Maker under the Loan Documents,  no judgment for
any  deficiency  upon the  indebtedness  evidenced  hereby  shall be  sought  or
obtained by Payee against Maker,  except with respect to the liability described
below in this section, provided,  however, that,  notwithstanding the foregoing
provisions  of this  section,  Maker  shall be fully and  personally  liable and
subject to legal action (i) for proceeds paid under any  insurance  policies (or
paid as a result of any other  claim or cause of action  against  any  person or
entity) by reason of damage,  loss or  destruction  to all or any portion of the
Trust Property,  to the full extent of such proceeds not previously delivered to
Payee,  but  which,  under the  terms of the Loan  Documents,  should  have been
delivered to Payee,  (ii) for proceeds or awards resulting from the condemnation
or other  taking  in lieu of  condemnation  of all or any  portion  of the Trust
Property,  or any of them,  to the full  extent of such  proceeds  or awards not
previously delivered to Payee, but which, under the terms of the Loan Documents,
should have been delivered to Payee,  (iii) for all tenant security  deposits or
other refundable deposits paid to or held by Maker or any other person or entity
in connection  with leases of all or any portion of the Trust Property which are
not  applied  in  accordance  with the  terms of the  applicable  lease or other
agreement,  (iv) for rent and other payments  received from tenants under leases
of all or any portion of the Trust Property paid more than one month in advance,
(v) for rents,  issues,  profits and revenues of all or any portion of the Trust
Property  received or  applicable  to a period  after any notice of default from
Payee hereunder or under the Loan Documents in the event of any default by Maker
hereunder  or  thereunder  which are not  either  applied  to the  ordinary  and
necessary  expenses of owning and operating the Trust Property or paid to Payee,
(vi) for waste committed on the Trust Property,  damage to the Trust Property as
a result of the  intentional  misconduct or gross  negligence of Maker or any of
its principals,  officers or general  partners,  or any agent or employee of any
such persons,  or any removal of the Trust Property in violation of the terms of
the Loan  Documents,  to the full  extent Of the losses or damages  incurred  by
Payee on account of such  failure,  (vii) for  failure to pay any valid  taxes,'
assessments,  mechanic's liens,  materialmen's  liens or other liens which could
create liens on any portion of the Trust Property which would be superior to the
lien or security title of the Security  Instrument or the other Loan  Documents,
to the full extent of the amount claimed by any such lien  claimant,  (viii) for
all obligations  and  indemnities of Maker under the Loan Documents  relating to
hazardous  or  toxic  substances  or  compliance  with  environmental  laws  and
regulations  to the full  extent  of any  losses  or  damages  (including  those
resulting from diminution in value of any Trust Property) incurred by Payee as a

                                       6
<PAGE>

result of the  existence  of such  hazardous or toxic  substances  or failure to
comply with  environmental  laws or regulations,  and (ix) for fraud or material
misrepresentation  by maker  or any  of its  principals,  officers,  or  general
partners,  any guarantor, any indemnitor or any agent, employee or other person
authorized or apparently  authorized to make  statements or  representations  on
behalf of Maker,  any principal,  officer or partner of Maker,  any guarantor or
any indemnitor,  to the full extent of any losses, damages and expenses of Payee
on  account  thereof.  References  herein  to  particular  sections  of the Loan
Documents  shall be deemed  references  to such  sections  as  affected by other
provisions of the Loan Documents  relating  thereto.  Nothing  contained in this
section shall (1) be deemed to be a release or  impairment  of the  indebtedness
evidenced  by this  Note or the  other  obligations  of  Maker  under  the  Loan
Documents  or the lien of the Loan  Documents  upon the Trust  Property,  or (2)
preclude  Payee from  foreclosing  the Loan  Documents in case of any default or
from  enforcing  any of the  other  rights  of Payee  except  as  stated in this
section, or (3) limit or impair in any way whatsoever the Indemnity and Guaranty
Agreement  (the  "Indemnity  Agreement")  of even date executed and delivered in
connection  with the  indebtedness  evidenced by this Note or release,  relieve,
reduce,  waive or impair in any way  whatsoever,  any obligation of any party to
the  Indemnity  Agreement. 

                         ARTICLE IV - GENERAL CONDITIONS

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

     4.2 Waivers. Presentment for payment, demand, protest and notice of demand,
protest and nonpayment  and all other notices are hereby waived by Maker.  Maker
hereby further waives and renounces,

                                        7
<PAGE>

to the  fullest  extent  permitted  by law,  all rights to the  benefits  of any
moratorium,  to the fullest extent  permitted by law, all rights to the benefits
of any moratorium,  reinstatement,  marshalling,  forbearance,  valuation, stay,
extension,  redemption,  appraisement,  exemption and homestead now or hereafter
provided  by the  Constitution  and laws of the United  States of America and of
each state  thereof,  both as to itself and in and to all of its property,  real
and  personal,  against  the  enforcement  and  collection  of  the  obligations
evidenced by this Note or the other Loan Documents.

     4.3 Limit of Validity.  The  provisions of this Note and of all agreements
between Maker and Payee,  whether now existing or hereafter  arising and whether
written or oral, including,  but not limited to, the Loan Documents,  are hereby
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of demand or  acceleration  of the  maturity  of this Note or  otherwise,
shall the amount contracted for, charged,  taken, reserved, paid or agreed to be
paid  ("Interest")  to Payee for the use,  forbearance or detention of the money
loaned under this Note exceed the maximum amount  permissible  under  applicable
law. If, from any  circumstance  whatsoever,  performance  or fulfillment of any
provision hereof or of any agreement  between Maker and Payee shall, at the time
performance or fulfillment of such provision  shall be due, exceed the limit for
interest  prescribed  by  law or  otherwise  transcend  the  limit  of  validity
prescribed by applicable  law, then idso facto the obligation to be performed or
fulfilled  shall  be  reduced  to such  limit,  and if,  from  any  circumstance
whatsoever,  Payee  shall ever  receive  anything  of value  deemed  Interest by
applicable law in excess of the maximum  lawful  amount,  an amount equal to any
excessive  Interest  shall be applied to the reduction of the principal  balance
owing under this Note in the inverse order of its maturity  (whether or not then
due) or at the option of Payee be paid over to Maker,  and not to the payment of
Interest.  All  Interest  (including  any  amounts  or  payments  judicially  or
otherwise under the law deemed to be Interest)  contracted for, charged,  taken,
reserved,  paid or agreed to be paid to Payee shall, to the extent  permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of this Note, including any extensions and renewals hereof until payment in
full of the principal balance of this Note so that the Interest thereon for such
full term will not exceed at any time the maximum amount permitted by applicable
law.  To the  extent  United  States  federal  law  permits a greater  amount of
interest  than is  permitted  under  the law of the  State  in which  the  Trust
Property  is  located,  Payee  will rely on United  Stated  federal  law for the
purpose  of  determining  the  maximum  amount   permitted  by  applicable  law.
Additionally,  to the extent  permitted  by  applicable  law now or hereafter in
effect,  Payee may,  at its option  and from time to time,  implement  any other
method of computing the maximum  lawful rate under the law of the State in which
the Trust Property is located or under other applicable law by giving notice, if
required, to Maker as provided by applicable law now or hereafter

                                        8

<PAGE>

in effect. This Section 4.3 will c6ntrol all agreements between Maker and Payee.
       
     4.4 Use of Funds. Maker hereby warrants,  represents covenant that no funds
disbursed hereunder shall be used personal, family or household purposes.

     4.5  Unconditional  Payment.  Maker  is  and  shall  be  obligated  to  pay
principal, interest and any and all other amounts which become payable hereunder
or under the other Loan Documents absolutely and unconditionally and without any
abatement,  postponement,  diminution or deduction and without any reduction for
counterclaim  or setoff.  In the event that at any time any payment  received by
Payee  hereunder  shall be deemed by a court of competent  jurisdiction  to have
been a  voidable  preference  or  fraudulent  conveyance  under any  bankruptcy,
insolvency or other debtor relief law, then the  obligation to make such payment
shall survive any cancellation or satisfaction of this Note or return thereof to
Maker and shall not be discharged or satisfied with any prior payment thereof or
cancellation  of this  Note,  but shall  remain a valid and  binding  obligation
enforceable in accordance with the terms and provisions hereof, and such payment
shall be immediately due and payable upon demand. 

     4.6 Governinci La . THIS NOTE SHALL BE INTERPRETED,  CONSTRUED AND ENFORCED
ACCORDING  TO THE LAWS OF THE  STATE IN WHICH  THE TRUST  PROPERTY  IS  LOCATED.


                      ARTICLE V - MISCELLANEOUS PROVISIONS

     The terms and  provisions  hereof  shall be  binding  upon and inure to the
benefit  of Maker  and  Payee  and  their  respective  heirs,  executors,  legal
representatives,   successors,   successors-in-title  and  assigns,  whether  by
voluntary  action of the parties or by  operation  of law. As used  herein,  the
terms  "Maker" and "Payee" shall be deemed to include  their  respective  heirs,
executors, legal representatives,  successors,  successors-in-title and assigns,
whether by  voluntary  action of the  parties or by  operation  of law. If Maker
consists of more than one person or entity,  each shall be jointly and severally
liable to  perform  the  obligations  of Maker  under this  Note.  All  personal
pronouns used herein, whether used in the masculine,  feminine or neuter gender,
shall include all other genders;  the singular shall include the plural and vice
versa.  Titles of articles and sections are for  convenience  only and in no way
define, limit, amplify or describe the scope or intent of any provisions hereof.
Time is of the essence with respect to all  provisions  of this Note.  This Note
and the other Loan Documents contain the entire  agreements  between the parties
hereto  relating  to the  subject  matter  hereof  and  thereof  and  all  prior
agreements relative hereto and thereto which are not contained herein or therein
are terminated.

                                        9
<PAGE>

     IN  WITNESS  WHEREOF,  Maker has  executed  this Note as of the date  first
written above. 

                                   MAKER: 
                                  
                                   Today Melbourne Plaza, L.P.,a
                                   Texas limited  partnership 
                                   By: Today Melbourne Plaza GP,
                                       Inc., a Texas corporation, its
                                       general partner

                                   By:__________________________________
                                       Name: Eric Brauss
                                       Title: President