<PAGE>
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                       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, 1999

                        COMMISSION FILE NUMBER: 001-13915

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

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

                  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>
        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  $51,550,000 based upon the closing price on
the NASDAQ Stock Market for such shares of $6.00 on March 15, 2000.

     As of March 15, 2000,  the number of common shares of  beneficial  interest
outstanding was 9,043,892.

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<PAGE>

                         UNITED INVESTORS REALTY TRUST
                           ANNUAL REPORT ON FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 1999

                                 TABLE OF CONTENTS

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

     1.   Business                                                    1
     2.   Properties                                                  8
     3.   Legal Proceedings                                          10
     4.   Submission of Matters to a Vote of Security Holders        10

                                    PART II

     5.   Market for Registrant's Common Equity and Related
          Shareholder Matters                                        10
     6.   Selected Financial Data                                    11
     7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                        12
     7A.  Quantitative and Qualitative Disclosure
          about Market Risk                                          15
     8.   Financial Statements and Supplementary Data                15
     9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                        16

                                    PART III

    10.   Directors and Executive Officers of the Company            16
    11.   Executive Compensation                                     16
    12.   Security Ownership of Certain Beneficial Owners
          and Management                                             16
    13.   Certain Relationships and Related Transactions             16

                                    PART IV

    14.   Exhibits, Financial Statement Schedules and Reports
          on Form 8-K                                                16

          SIGNATURES                                                 20

</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
2000 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,  the  timing of and  anticipated
proceeds  from the sale of assets,  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 negatives  thereof,  or other variations
thereon  or  comparable   terminology,   or  by  discussions  of  strategies  or
intentions.

                                     PART I

ITEM 1. BUSINESS

     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 our 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.

     We  acquire,  develop,  and operate  neighborhood  and  community  shopping
centers in the "Sunbelt"  region of the United States.  As of December 31, 1999,
we owned controlling  interests in 28 shopping centers and a 50% non-controlling
interest in a limited  partnership that owns one project under development.  The
28 operating shopping centers comprised  approximately  3,100,000 square feet of
gross  leaseable area ("GLA"),  of which  approximately  700,000 square feet was
owned by grocery store operators and other third parties.

     Of our 28 properties, 23 are 100% owned directly or indirectly.  Two of the
properties are owned through limited  partnerships in which we hold at least 96%
of the  partnership  interests.  Three of the  properties  are owned pursuant to
capital lease  arrangements  that have transferred to us virtually all risks and
rewards of ownership. As noted, we also own a 50% non-controlling  interest in a
limited  partnership  that owns one property  under  development at December 31,
1999.

     Of the 28 neighborhood and community  shopping centers owned as of December
31, 1999, 19 are located in Texas  (including  eight in the Houston area and six
in the Dallas/Ft. Worth area), four are located in Florida, three are located in
Arizona,  and two are located in Tennessee.  The properties are located in areas
we believe  provide busy working  families  with the  opportunity  to do most of
their  shopping  between  work and  home.  The  properties  range  in size  from
approximately  16,000 square feet to approximately  316,000 square feet, and are
anchored  primarily  by  national  and  regional  supermarkets,  drug stores and
retailers that offer everyday  necessities  to their  neighborhood  communities.
Approximately  95% (based on GLA) of the existing  leases at the  properties are
triple  net.  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.

     UIRT is managed for a fee by the Investment  Manager,  FCA Corp.  Robert W.
Scharar,  Chairman of the Board, President, and Chief Executive Officer of UIRT,
is the principal shareholder of the Investment Manager's parent corporation. The
Investment  Manager  originally  sponsored the organization of UIRT in 1989 as a
benefit to a number of  financial  planning  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  occupancy  costs.  The
Investment  Manager has dedicated to the  administration  of UIRT, on a priority
basis,  the services of Randall D. Keith,  R. Steven Hamner,  and Joseph W. Karp
who serve as our Vice  President-Chief  Operating Officer,  Vice President-Chief
Financial Officer and Vice President-Asset Management and Leasing, respectively.

                                       1
 <PAGE>

BUSINESS STRATEGIES

     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.

     In 1998 and 1999,  our  primary  growth  strategy  was the  acquisition  of
operating shopping centers. We used proceeds from the IPO and our revolving line
of  credit  and  assumed  existing   mortgage  loans  in  order  to  make  these
acquisitions.  As  discussed  below,  however,  we  believe  current  market and
economic conditions require us to modify this strategy.

     Our  common  shares,  and the  common  shares of most  equity  REITs,  have
recently traded at prices that we believe  reflect a high return  expectation by
shareholders.  In  addition,  interest  rates on mortgage  loans have  increased
significantly during the last 12 months. Accordingly, we believe that cash flows
from  properties  with  characteristics  we desire may not  provide an  adequate
return on invested  capital,  and therefore,  we do not plan to make substantial
property acquisitions while such conditions exist.

     Our primary  strategies  for the  foreseeable  future are (1)  increase the
overall portfolio  occupancy from its current 89% to approximately 95%, which we
believe current market conditions  warrant,  (2) develop,  on a highly selective
basis,  new  properties  that we  anticipate  will  provide  higher  than normal
returns,  (3) invest new capital in certain of our existing  centers in order to
take advantage of redevelopment  opportunities  that we believe may also provide
higher than normal returns, (4) capital repositioning through selective sales of
properties that may no longer meet our investment  criteria,  and maximizing our
financing  alternatives.   Following  is  a  brief  summary  of  each  of  these
strategies.


     Leasing 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
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.

     During  1999,  three  of  our  larger  tenants  defaulted  on  their  lease
obligations  and vacated an aggregate of  approximately  100,000  square feet of
GLA.  Another  major  tenant  vacated  its  28,000  square  foot  space upon the
expiration  of its lease term in January  2000.  None of these  spaces have been
released, and accordingly, our occupancy level is approximately 89%, or 5% lower
than  occupancy at the beginning of 1999.  We anticipate  leasing some or all of
this space during 2000, which if we are successful, we expect will significantly
increase our revenue and net income.

     Development Strategy

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

     When we identify a  development  opportunity,  we  generally  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;  and financing sources and
costs must be circumscribed.


                                       2
<PAGE>

     In November 1999, a wholly owned subsidiary of UIRT and an affiliate of the
Stuart S. Golding Co. formed a partnership  to develop a new shopping  center in
the Tampa,  Florida  area.  We own a 50%  interest  (through  our  wholly  owned
subsidiary) in the partnership. The shopping center will be anchored by a 48,000
square foot Kash N Karry grocery store,  and is expected to be completed  during
the fourth quarter of 2000.

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 Albertson's,  which owns its own space within the centers.
          The remaining space was substantially  leased to tenants acceptable to
          us prior to our acquisition of the property.  We acquired one of these
          centers in January 1999 and the other in August 1999.

     -    In Tampa,  Florida,  the Stuart S.  Golding  Co.  developed a shopping
          center for us that is anchored by a Kash N Karry  grocery store (whose
          lease is  guaranteed by its parent  company,  Food Lion,  Inc.).  This
          property was completed in June 1999 and is currently 100% leased.

     Redevelopment Strategy

     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.

     During  1999,  we  started  the  redevelopment  of McMinn  Plaza in Athens,
Tennessee.  Although  this  negatively  impacts  net  income  and cash flow from
operations during the development  period, we believe it will enhance our longer
term  prospects.  The project  includes the  construction of a new 60,000 square
foot building that we have leased to a regional  grocery  company for an initial
term of 20 years.  We expect to complete this project  during the fourth quarter
of  2000.  We  are  considering  the  possibility  of  additional  redevelopment
projects.  Whether we undertake  these projects will depend on the  availability
and cost of necessary capital, the complexity of the project, and our assessment
of the potential returns.

     Capital Repositioning Strategy

     Some of our  properties  may not offer the  opportunities  we are presently
seeking,  and yet remain  attractive  to  investors  with  different  investment
criteria.  If we are able to  negotiate  appropriate  sales  prices  we may sell
certain properties.  Depending upon conditions existing after any such sales, we
may use sales  proceeds to reduce our debt,  repurchase  shares  pursuant to our
previously  announced share repurchase  program,  and invest in new and existing
properties as discussed above.

     At December 31, 1999, we had identified  five properties that may no longer
have the investment  characteristics  currently attractive to us. In 1999, these
properties accounted for approximately  $4,100,000 in revenue and had a carrying
value of approximately $25,000,000 at December 31, 1999.

FINANCING STRATEGIES

     Successful  implementation  of our strategies will require  significant new
capital.  Releasing  vacant  space  typically  requires  high  expenditures  for
build-out  allowances,   leasing  commissions,  and  other  tenant  inducements.
Development  and  redevelopment  projects  are  substantially  more  costly than
releasing and require correspondingly greater capital. In addition, we presently
intend to continue making  quarterly  distributions  of $0.215 per common share.
Accordingly,  we must raise new equity capital, increase our debt levels, and/or
sell properties in order to supply our capital needs.

     We intend to finance our acquisitions,  redevelopments and developments and
make our quarterly distributions to shareholders with what we consider to be the
most  appropriate  sources  of  capital,  which  may  include  cash  flows  from
operations,  the  issuance of equity  securities  (including  preferred  shares,
rights, or warrants),  the issuance of downREIT units and interests in privately
financed joint ventures,  bank and other  institutional  borrowings (secured and
unsecured),  the  issuance  of debt  securities  and  proceeds  from the sale of
properties.  As previously  described,  recent market  conditions  have resulted
generally in a high cost of public equity capital,  and we do not presently have
plans to issue new public equity capital.

     We use two types of debt  financing,  long-term  fixed rate mortgages and a
secured  revolving  line of credit  with a variable  interest  rate (see Item 7,
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations).  At December 31, 1999,  we had several  unencumbered  properties we
could use to secure  additional  mortgage  loans and over $8  million  available
under the credit  line.  However,  current  covenants  in our  revolving  credit
agreement may preclude us from utilizing all of our borrowing capacity.

                                    3
<PAGE>


     One of the credit agreement covenants limits total company debt to not more
than 50% of a formula-based calculation of total asset value. As of December 31,
1999, our total debt represented  approximately 55% of such value. We have begun
discussions  with our lender  concerning the  modification  of the loan terms to
increase  this  limit  to 60%  and  cure  the  default.  We may  add one or more
unencumbered  proerties  to  our  lender's  pool  of  collateral  properties  to
facilitate the modification.  In the event the lender is unwilling to modify the
agreement, the lender could accelerate the debt, which is scheduled to mature in
August 2001.

     The  lender has  indicated  the  willingness  to modify  the  covenant  and
accordingly, management believes the Company will be able to successfully modify
the  credit  agreement.  In the event the  Company is  unsuccessful,  management
believes the credit agreement can be refinanced with other lenders,  although at
higher interest rates.

EMPLOYEES

     At December 31,  1999,  we had no  employees.  The  Investment  Manager had
approximately  16 employees who were utilized on an essentially  full time basis
for UIRT business.

RISK FACTORS

     An investment in the Company involves various investment risks. Prospective
investors  should  carefully  consider the following  factors  together with the
information provided elsewhere in this Annual Report in evaluating an investment
in the Company.

High Distribution Payout Ratio

     Since the IPO,  our annual  distribution  per common  share has been $0.86.
This distribution amount represents approximately 94% of our Funds Available for
Distribution in 1999. Funds Available for Distribution ("FAD") is FFO reduced by
capital  expenditures  required to maintain the properties (roof and parking lot
repairs and replacements,  equipment replacements,  major maintenance, etc.) and
leasing  costs  (broker   commissions,   tenant  improvement  costs,  and  other
inducements), along with certain other adjustments.

     We  believe  that FAD per share in 2000 may be less than  $0.86 per  share.
Accordingly,  in order to continue  making  annual  distributions  at a level of
$0.86 per share, we will be required to access funds through borrowing, issuance
of equity instruments or the sale of assets.  Should we be unable to access such
funds,  we may be unable to maintain  our recent  distribution  level.  Any such
failure to make expected  distributions could result in a decrease in the market
price of our common shares.

Conflicts of Interest

     The fee of the  Investment  Manager is based on a percentage  of Funds From
Operations before deducting  interest  payments on outstanding  indebtedness and
the fee  payable  to the  Investment  Manager,  and is not  dependent  upon  the
profitability of our Properties.  Determination of the fee was not the result of
an arm's-length negotiation.

Limited Geographic Diversification of the Portfolio

     Our  properties  are located in four states,  Texas (56%),  Florida  (26%),
Arizona (14%) and Tennessee  (4%) (based on percentage of GLA), all of which are
in the Sunbelt region.  The concentration of the portfolio in the Sunbelt region
creates the risk that, should this region experience an economic  downturn,  our
operations may be adversely affected.

Limitations on Acquisition and Change in Control

     Our Amended and Restated  Declaration of Trust (the  "Charter") and Amended
and Restated Bylaws (the "Bylaws") contain a number of provisions, and the Board
of Trust  Managers  has taken  certain  actions,  that could  impede a change of
control.  The  Charter  authorizes  the Board of Trust  Managers  to create  new
classes and series of shares.  The issuance of  securities by the Board of Trust
Managers pursuant to this Charter provision could have the effect of delaying or
preventing a change of control, even if a change of control were in the interest
of some, or a majority of, shareholders.

                                        4

<PAGE>

Ownership Limit; Anti-Takeover Effect

     In order to  maintain  our  qualification  as a REIT,  not more than 50% in
value of our outstanding shares may be owned, directly or indirectly, by five or
fewer  individuals  (as  defined in the Code to include  certain  entities).  To
ensure  that we will not fail to qualify as a REIT under this test,  our Charter
provides that no holder of capital shares, other than any person approved by the
Trust  Managers,  may directly or indirectly own more than 9.8% of the lesser of
the number or value of the outstanding capital shares. There can be no assurance
that there will not be five or fewer  individuals  who will own more than 50% in
value  of the  shares  thereby  causing  us to fail to  qualify  as a REIT.  The
ownership  limits  may  discourage  a change of  control  and may also (1) deter
tender  offers  for  common  shares,  which  offers  may  be  attractive  to the
shareholders or (2) limit the opportunity for  shareholders to receive a premium
for their common shares that might otherwise  exist if an investor  attempted to
assemble  a block of  common  shares in excess of 9.8% in number or value of the
outstanding capital shares or otherwise to effect a change of control.

Changes in Investment and Financing Policies Without Shareholder Approval

     Our  investment  and financing  policies,  and our policies with respect to
certain other activities, including growth, debt capitalization,  distributions,
REIT status and investment and operating policies are determined by the Board of
Trust  Managers.  These  policies may be amended or revised from time to time at
the  discretion  of  the  Board  of  Trust  Managers   without  a  vote  of  the
shareholders.

     At December 31, 1999,  our debt was  approximately  55% of a  formula-based
calculation  of asset value.  Although the use of leverage may increase our rate
of return on investments and allow us to make more investments than we otherwise
could,  the use of leverage also  presents an additional  element of risk in the
event that the cash flow from lease payments on our  properties is  insufficient
to meet debt obligations,  we are unable to meet mortgage payments, the property
could be lost through  foreclosure  with a  consequent  loss of income and asset
value of the Company.  Currently,  23 of our  properties are mortgaged to secure
the repayment of indebtedness.

No Limitation in Organizational Documents on the Incurrence of Debt

     Our  organizational  documents  contain  no  limitation  on the  amount  of
indebtedness  which  we may  incur.  If our  debt  to  capitalization  ratio  is
increased  we would  become more highly  leveraged,  resulting in an increase in
debt service that could adversely affect our operating cash flow and our ability
to make expected  distributions to shareholders and could result in an increased
risk of default on our obligations.

Failure to Continue to Qualify as a REIT Would Reduce Shareholder Returns

     We  must  continue  to  meet a  number  of  highly  technical  and  complex
requirements  to  maintain  our  status as a REIT  under the  Code.  Failure  to
continue to qualify as a REIT would result in the  taxation at  corporate  rates
and loss of pass-through  tax treatment  which would have a significant  adverse
effect on the  return to  shareholders.  Failure  to qualify as a REIT under the
Code during a taxable year would  generally  render us  ineligible to elect REIT
status again until the fifth subsequent taxable year. We will not be required to
make  distributions  to  shareholders  in the event that we fail to qualify as a
REIT under the Code and there can be no assurance  that we will continue to make
distributions  in such  event.  Transfers  of the Common  Shares are  subject to
certain restrictions to protect our REIT status under the Code. In addition,  we
may be  subject  to  state or  local  taxes.  No  assurance  can be  given  that
legislation, new regulations,  administrative interpretations or court decisions
will not  change  the tax laws with  respect  to  qualification  as a REIT,  the
federal income tax  consequences  of such  qualification  or the  application of
state or local taxes.

Risks Associated with Development and Construction

     We intend to selectively  develop and construct  neighborhood and community
shopping  centers  on a  limited  basis  (up to  approximately  20% of GLA) with
experienced  joint venture  partners.  Risks  associated  with  development  and
construction  activities may include  abandonment of development  opportunities;
goals of the  joint  venture  partner  may not be  compatible  with  our  goals;
construction costs of a property exceeding original  estimates,  possibly making
the property  uneconomical;  occupancy  rates and rents at a newly  renovated or
completed  property  may not be  sufficient  to make  the  property  profitable;
financing may not be available on favorable terms for development of a property;
permanent  financing  may not be  available  on  favorable  terms to  replace  a
short-term construction loan; and construction and lease-up may not be completed
on schedule, resulting in increased debt service expense and construction costs.
In  addition,  new  development  activities,  regardless  of  whether  they  are
ultimately  successful,  typically require a substantial portion of management's
time and  attention.  The  inability  to  obtain,  or delays in  obtaining,  all
necessary zoning, land-use,  building, occupancy and other required governmental
permits and  authorizations  could result in the inability to develop a property
or a delay in  completion of the project.  Any delay in  completion  would delay
cash flow from such project needed to service debt, if any, on such project.

                                       5
<PAGE>

REAL ESTATE INVESTMENT RISKS

Economic Performance and Value of Properties Dependent on Many Factors

     Real  property  investments  are  subject to varying  degrees of risk.  The
yields available from equity  investments in real estate depend on the amount of
income generated and expenses incurred. If our properties do not generate income
sufficient to meet operating  expenses,  including debt service,  our income and
ability to make distributions to our shareholders will decrease.

     The income from and market  value of a leased  property may be decreased by
such factors as changes in the general economic  climate,  local conditions such
as an  oversupply of space or a reduction in demand for real estate in the area,
the  attractiveness  of the  properties  to tenants and  competition  from other
available space. Real estate values and income are also affected by such factors
as  government  regulations  and  changes  in real  estate,  zoning or tax laws,
interest rate levels,  the  availability  of financing  and potential  liability
under environmental and other laws.

     Adverse economic  conditions could decrease the ability of a tenant to make
its lease payments,  resulting in a reduction in our cash flow and a decrease in
the  value of the  property  leased  to such  tenant  in the  event the lease is
terminated  and we are unable to lease the property to another tenant on similar
or better terms, or at all. In addition,  we may experience  delays in enforcing
our  rights  as  lessor  and may  incur  substantial  costs  in  protecting  our
investment.  We not only could lose the cash flow from such  defaulting  tenant,
but in order to prevent a foreclosure,  also might divert cash flow generated by
other  properties  to meet  mortgage  payments,  if any, and pay other  expenses
associated with owning the property with respect to which the default occurred.

 Illiquidity of Real Estate Investments

     Equity real estate investments are relatively illiquid and, therefore, tend
to limit our ability to make changes in our  portfolio in response to changes in
economic or other conditions. In addition,  mortgage payments and, to the extent
a property is not subject to triple net leases, certain significant expenditures
such as real estate taxes and  maintenance  costs generally are not reduced when
circumstances  cause a reduction in income from the investment,  and should such
events occur, our income and Funds Available for Distribution would decrease.

 Changes in Laws

     Costs  resulting from changes in real estate taxes  generally may be passed
through  to  tenants  and,  to such  extent,  will not  affect  our  results  of
operations.  Increases in income, service or transfer taxes, however,  generally
are not  passed  through  to  tenants  under the  leases  and may  decrease  our
operating  cash flow and our  ability  to make  distributions  to  shareholders.
Similarly,  changes in laws increasing the potential liability for environmental
conditions  existing on properties or increasing the  restrictions on discharges
or other conditions may result in significant unanticipated expenditures,  which
would decrease our operating cash flow and its distributions to shareholders.

Competition

     All of our properties are located in areas which have shopping  centers and
other retail facilities.  Generally,  there are other community shopping centers
within  close  proximity.  The amount of rentable  retail space in an area could
have a  material  adverse  effect on the  amount  of rent we  charge  and on our
ability to rent vacant space and/or renew leases.  There are numerous commercial
developers,  real estate companies,  REITs and major retailers that compete with
us in seeking  properties for acquisition  and tenants for  properties,  many of
which may have greater  financial and other  resources  than the Company and may
have  substantially  more  operating  experience  than us.  There  are  numerous
shopping facilities that compete with our properties in attracting  retailers to
lease  space.   In  addition,   retailers  at  our  properties  face  increasing
competition  from internet  retailing,  outlet malls,  discount  shopping clubs,
catalog companies,  direct mail, and telemarketing.  This competition may affect
the amount of  percentage  rent  retailers  pay to us and their  desire to renew
their leases at our properties.

Increase In Market Interest Rate May Cause a Common Share Price Decrease

     One of the  factors  that may  influence  the price of our shares in public
markets is the annual distribution rate on the common shares.  Thus, an increase
in market interest rates may lead purchasers of common shares to demand a higher
annual  distribution  rate, which could adversely affect the market price of the
common  shares.  In  addition,  an increase  in the market rate of interest  may
increase interest expenses under our variable rate indebtedness.

 Environmental Matters

     Under various federal, state and local laws, ordinances and regulations, an
owner of real  estate  is liable  for the costs of  removal  or  remediation  of
certain  hazardous or toxic  substances on or in such property.  Such laws often
impose  such  liability  without  regard to  whether  the owner  knew of, or was
responsible for, the presence of such hazardous or toxic  substances.  The costs

                                       6
<PAGE>

of any required remediation or removal of such substances may be substantial and
the owner's  liability  therefore as to any  property is  sometimes  not limited
under such laws,  ordinances and  regulations  and could exceed the value of the
property. The presence of such substances,  or the failure to properly remediate
such  substances,  may adversely affect the owner's ability to sell the property
or to  borrow  using  real  estate  as  collateral.  We  are  not  aware  of any
environmental  liability that we believe would have a material adverse effect on
our  business,  assets  or  results  of  operations,  taken  as a  whole,  after
consideration of pollution liability insurance policies that we maintain.

     We believe  that we are in  compliance  in all material  respects  with all
federal, state and local ordinances and regulations regarding hazardous or toxic
substances,  and neither we nor the Investment  Manager has been notified by any
governmental authority of any material  noncompliance,  liability or other claim
in connection with any of our respective present or former properties.

Uninsured Loss and Condemnation

     We carry comprehensive liability, fire, flood, extended coverage and rental
loss  insurance with respect to our properties  with policy  specifications  and
insured limits customarily carried for similar  properties.  There are, however,
certain types of losses (such as from wars or  earthquakes)  which may be either
uninsurable or not  economically  insurable.  Should an uninsured loss occur, we
could  lose  both our  invested  capital  in and  anticipated  profits  from the
property,  and  we  would  continue  to  be  obligated  to  repay  any  mortgage
indebtedness on the property, other than non-recourse mortgage indebtedness.  As
of December 31, 1999, such non-recourse mortgage  indebtedness  represented 100%
of our total mortgage indebtedness.

     Tenant  leases may permit the tenant to terminate its lease in the event of
a substantial casualty or a taking by eminent domain of a substantial portion of
a property.  Should any such event occur,  we generally  will be  compensated by
insurance proceeds or a condemnation award. There can be no assurance,  however,
that insurance proceeds,  if available,  or a condemnation award, if given, will
equal the value of such property or our investment in such property.

                                        7
<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, 1999:

<TABLE>
<CAPTION>

                                              GROSS LEASABLE AREA
                                              -------------------

                                 YEAR      SQUARE FEET    SQUARE FEET                           ANNUALIZED
TEXAS                         DEVELOPED/    OWNED BY        OWNED BY     PERCENT    ANNUALIZED   BASE RENT       MAJOR TENANT(S)
SHOPPING CENTERS               RENOVATED      UIRT          ANCHORS       LEASED    BASE RENT   PER SQ. FT.    (LEASE EXPIRATION)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>          <C>         <C>           <C>        <C>                  <C>

Albertson's Bissonnet             1999         15,542        63,000        100%      $223,665      $14.39          Albertson's
Houston, TX                                                                                                      Supermarkets (1)

Arlington Shopping Center       1982/1991      65,091        58,000         87%      $571,480      $10.12           Kroger (1)
Arlington, TX

Autobahn Shopping Center          1984         28,878             0         75%      $263,214      $12.20       Blockbuster Video
San Antonio, TX                                                                                                        (2005)

Bandera Festival Shopping         1989        189,438             0         79%    $1,250,631      $ 8.38         K-Mart (2013)
Center                                                                                                        Eckerd Drugs(2)(2008)
San Antonio, TX

Benchmark Crossing              1986/1990      58,384             0        100%      $672,271      $11.52     Jack-In-The-Box (2006)
Shopping Center                   1994                                                                          Burger King (2010)
Houston, TX                                                                                                        IHOP (2013)
                                                                                                                  Bally's (2006)

Centennial Shopping Center      1970/1984      80,492             0         57%      $436,508      $ 9.52
Austin, TX

Colony Plaza Shopping             1997         26,513        53,000         95%      $444,313      $17.55  Albertson's Supermarkets
Center                                                                                                               (1)
Sugar Land, TX


El Campo Shopping Center          1985         83,330             0         90%      $335,100      $ 4.46     David's Supermarket
El Campo, TX                                                                                                         (2002)


Garland Shopping Center           1984         33,366             0         64%      $240,935      $11.29  Blockbuster Video(2003)
Garland, TX

Hedwig Shopping Centers        1974/1987/      69,554       155,650        100%      $883,387      $12.70         Target (1)
Houston, TX                       1989                                                                           Marshall's (1)
                                                                                                          Ross Dress for Less (2010)
                                                                                                           Wherehouse Music (2000)

Highland Square Shopping          1998         64,171             0         90%      $849,042      $14.73      Radio Shack (2002)
Center
Sugar Land, TX


Hurst Shopping Center         1982/1993       47,517             0         93%      $424,235      $ 9.56  Southwestern Bell Mobile
Hurst, TX                                                                                                               (2002)



Market at First Colony         1988/1991/     100,261        62,000         97%    $1,388,143      $14.30          Kroger (1)
Houston, TX                    1994/1999                                                                           TJ Maxx (2002)
                                                                                                                  Eckerd (2014)

Mason Park Centre                 1985        160,047        58,800         94%    $1,680,720      $11.20           Kroger (1)
Houston, TX                                                                                                     Palais Royal (2006)
                                                                                                                   PetCo (2005)
                                                                                                               Walgreen's (2)(2015)


Plano Shopping Center             1985         81,590        62,000        100%      $987,981      $12.11         Albertson's
Plano, TX                                                                                                         Supermarkets (1)
                                                                                                              Hollywood Video (2007)

Richardson Shopping Center        1984         54,872        62,000         83%      $515,515      $11.34         Albertson's
Richardson, TX                                                                                                  Supermarkets (1)
                                                                                                            Blockbuster Video (2009)

Rosemeade Park Shopping           1986         49,554        58,900         51%      $311,446      $12.21          Kroger (1)
Center                                                                                                      Blockbuster Video (2003)
Carrollton, TX

                                                            8
<PAGE>

Spring Shadows Shopping Center    1999         36,611        63,000         88%      $519,728      $16.24         Albertson's
Houston, TX                                                                                                     Supermarkets (1)
                                                                                                             Hollywood Video (2013)


University Park Shopping        1973/1991      91,654             0        100%      $749,770       $8.18         Albertson's
Center                                                                                                           Supermarkets
College Station, TX                                                                                                 (2023)
                                           ----------    ----------       -----   -----------     -------
   Total/Weighted Average                   1,336,865       696,350         87%   $12,748,084      $10.88

</TABLE>

<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>

Lake St. Charles                   1999       57,015           0           100%      $509,241     $8.93          Kash N Karry (2019)
Tampa, FL

Skipper Palms                      1984       86,503           0            95%      $665,359     $8.12          Winn Dixie (2016)
Tampa, FL

Town 'N Country Shopping      1970/1986      158,104           0           100%      $764,782     $4.84          Auto Zone (2002)
Center                                                                                                           TJ Maxx (2005)
Tampa, FL                                                                                                   Blockbuster Video (2002)

University Mall Shopping      1973/1984      315,596           0            80%    $1,283,244     $5.01          Upton's (2002)
Center                                                                                                          Office Max (2004)
Pembroke Pines, FL                                                                                             Ross Stores (2001)
                                            ---------       ------        ------   ----------     -----     Sports Authority (2012)

   Total/Weighted Average                    617,218           0            89%    $3,222,626     $5.76


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

McMinn Plaza Shopping             1982        47,200           0           100%      $247,804     $5.25           Ingles (3)
Center
Athens, TN

Twin Lakes Shopping Center        1986        51,656           0           100%      $373,500     $7.23           Food City (2007)
Lenoir City, TN
                                              ------         ----         -----      --------     -----
   Total/Weighted Average                     98,856           0           100%      $621,304     $6.28

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

Big Curve Shopping Center     1969/1983/     126,402     100,010            95%    $1,083,425     $8.99            Albertson's
Yuma, AZ                      1990/1996                                                                            Supermarkets (1)
                                                                                                                   Michael's (1)
                                                                                                                   Walgreen's (2004)
                                                                                                              Millers Outpost (2004)
Park Northern Shopping          1982         126,852           0            92%      $725,192     $6.24            Safeway (2003)
Center
Phoenix, AZ

Southwest Walgreen's            1975          83,698           0            93%      $513,051     $6.60            Southwest
Shopping Center                                                                                                    Supermarket(2000)
Phoenix, AZ                                                                                                        Walgreens (2000)

                                             -------      -------          -----    ----------    -----
   Total/Weighted Average                    336,952      100,010           93%     $2,321,668    $7.36
                                             -------      -------         -----    ----------     -----
Grand Total/Weighted Average               2,389,891      796,360           89%    $18,913,682    $8.87
</TABLE>

(1) The space is owned by the tenant.

(2) Tenant has vacated premises but continues to pay rent under the terms of the
lease.

(3) Tenant  has  executed  a new lease  with a 20-year  initial  term for 60,000
square feet;  UIRT is presently  constructing  the 60,000 square foot  building.
Tenant expects to occupy the new building during the fourth quarter of 2000.

                                                              9
<PAGE>

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.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of shareholders during the last quarter
of 1999.

                                    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 15, 2000, we had approximately 350 shareholders of record
and approximately  4,500 beneficial  owners.  The following table sets forth for
the periods  indicated the high and low bid prices as reported by NASDAQ and the
distributions declared by us during 1999.
<TABLE>
<CAPTION>                                                         DISTRIBUTIONS
                                                 HIGH     LOW       DECLARED
1999                                               --------  ------   ----------
<S>                                               <C>      <C>        <C>
First Quarter .................................$  7.81   $ 6.75     $ 0.215
Second Quarter ................................$  8.88   $ 6.69     $ 0.215
Third Quarter ..... ...........................$  8.25   $ 6.56     $ 0.215
Fourth Quarter ................................$  7.38   $ 6.00     $ 0.215

</TABLE>

<TABLE>
<CAPTION>

                                                  HIGH      LOW    DISTRIBUTIONS
<C>                                                                   DECLARED
1998                                             ------   -----    -------------
<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 1998 and 1999 distribution amounts to $0.86 per share on
an annualized basis.  Distributions paid in 1999, totaling $0.86 per share, were
comprised  of  ordinary  taxable  income of $0.70 (82%) and return of capital of
$0.16  (18%).  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%).  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 maintain  our  qualification  as a REIT under the  Internal  Revenue
Code, we are required to make  distributions  to shareholders in an amount equal
to at least  95%(90%  beginning  in 2001) of our "real estate  investment  trust
taxable income," as defined in Section 857 of the Internal Revenue Code.

                                       10

<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,
                                   ----------------------------------------------------------------------------

                                       1999          1998            1997            1996            1995
                                   ------------   -----------     -----------     -----------     -----------
                                   <C>            <C>             <C>             <C>             <C>
<S>
FINANCIAL INFORMATION:
  Revenues:
    Rental revenues..............  $25,647,442   $ 17,323,768    $  6,148,575     $ 4,966,673(1)  $ 5,238,466
    Interest and other income....      348,113        426,402          27,278          67,409          44,224
                                   ------------   -----------     -----------     -----------     -----------
        Total revenue............   25,995,555     17,750,170       6,175,853       5,034,082       5,282,690
                                   ============   ===========     ===========     ===========     ===========

Income (loss) before gain on sale
  of  investment  real  estate,
  extraordinary item, minority
  interest and redeemable preferred
  share distribution requirements   $5,422,836  $   2,303,710    $   (634,189)    $   299,269     $   254,580
                                   ===========    ===========     ===========     ===========     ===========
Net income (loss) available for
  common shareholders............   $5,240,382  $   1,924,397    $   (771,716)    $   151,032     $   192,704
                                   ===========    ===========     ===========     ===========     ===========
Net income (loss) per share......   $     0.56  $        0.25    $      (0.85)    $      0.17     $      0.21
                                   ===========    ===========     ===========     ===========     ===========
Weighted average common shares...    9,433,883      7,702,709         912,493         909,405         909,397
                                   ===========    ===========     ===========     ===========     ===========
Cash distributions declared per
  common share...................   $     0.86    $     0.645            --(2)           --(2)           --(2)
                                   ===========    ===========     ===========     ===========     ===========
BALANCE SHEET INFORMATION:
  Investment real estate,
    gross........................ $177,302,953   $160,329,516     $39,734,731     $39,327,929     $34,166,161
  Total assets...................  174,965,762    164,624,109      39,286,969      37,201,773      32,461,433
  Long-term obligations..........   89,723,960     73,883,884      28,363,899      26,542,992      22,484,845
  Total liabilities..............   97,557,366     80,929,506      29,793,132      27,406,859      23,407,145
  Minority interest..............    2,745,791      2,825,284       1,571,018       1,584,673         699,984
  Preferred shares...............           --             --       1,068,226       1,068,226       1,068,226
  Net equity.....................   74,662,605     80,869,319       6,854,593       7,142,015       7,286,078
OTHER DATA:
Cash flows from:
  Operating activities...........   10,021,861      6,209,892       1,688,057       1,062,002         958,510
  Investing activities...........  (15,703,803)   (58,150,977)     (2,711,802)     (1,319,213)       (269,479)
  Financing activities...........    2,003,638     57,081,031       1,250,578         (51,293)       (384,637)
Funds From Operations(3).........    9,679,808      7,258,870 (4)   1,021,657       1,291,047       1,260,709
Number of Properties (at end of
  period)........................           28             25               8               8               6
GLA (sq. ft.) (at end of
  period)........................    2,389,891      2,243,255         754,563         753,790         542,095
Percentage of GLA leased (at end
  of period).....................           89%            95%             95%             96%             95%


(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 Ivy shares to UIRT  shareholders
     with a value of $0.398, $0.40 and $0.20 per common share, respectively.

(3)  NAREIT  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  NAREIT,  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,
                                       11
<PAGE>

     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.

(4)  1998  results  have  been  restated   downward  by  $115,000   based  on  a
     clarification by the National  Association of Real Estate Investment Trusts
     of the definition of funds from operations.
</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  and other
information  in this Annual  Report on Form 10K.  Historical  results and trends
which might appear should not be taken as indicative of future operations.

RESULTS OF OPERATIONS

QUARTER ENDED DECEMBER 31, 1999 VERSUS QUARTER ENDED DECEMBER 31, 1998

     Net  income was  $1,250,000  or $0.14 per basic and  diluted  share for the
fourth quarter of 1999, down from  $1,461,000,  or $0.15 per share, for the same
quarter of 1998.  The decrease in net income from 1998 to 1999 is due  primarily
to the increase in interest expense.

     Total revenues were  $6,741,000 for the fourth quarter of 1999, as compared
to  $5,513,000  for the fourth  quarter of 1998.  This increase  relates  almost
totally to acquisitions.

     Interest  expense   increased  by  $754,000  from  $1,033,000  in  1998  to
$1,787,000 in 1999.  This increase was due mainly to the increase in the average
debt outstanding  between periods,  from $54,000,000 for 1998 to $89,500,000 for
1999 and the  approximately  90 basis point  increase in the rate of interest we
pay on our  revolving  line of  credit.  The  increase  in debt  outstanding  is
primarily a result of expenditures for acquisitions  since December 31, 1998 and
the repurchase of common shares. The increases in depreciation and amortization,
operating   expenses,   and  property   taxes  were   primarily  the  result  of
acquisitions.

TWELVE MONTHS ENDED  DECEMBER 31, 1999 VERSUS  TWELVE MONTHS ENDED  DECEMBER 31,
1998

     Net  income  was  $5,240,000  or $0.56 per share in 1999,  compared  to net
income in 1998 of $1,924,000,  or $0.25 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.  Even though  revenue and earnings were higher in 1999,  earnings
per share before  non-recurring  and  extraordinary  charges was relatively flat
from 1998 to 1999,  because there were  1,731,174  more weighted  average shares
outstanding in 1999.

     Total  revenues  increased  46%  to  $25,996,000  in  1999,  compared  with
$17,750,000  for the  prior  year.  This  increase  relates  almost  totally  to
properties  acquired since  December 31, 1997.  These  properties  were acquired
primarily  by using the  $79,000,000  in net  proceeds  from our initial  public
offering of common shares in March and April 1998. We also borrowed  funds under
our revolving  line of credit and assumed  existing  mortgage  loans on acquired
properties.

     Recently,  the cash  returns  from  properties  that  have  the  investment
characteristics  we  require  have  been  in the  10% to 11%  (of  cost)  range.
Conditions in the debt and equity  markets have  resulted in interest  rates and
return on capital  requirements that exceed the level we believe provides us the
opportunity to earn an appropriate profit on newly acquired  properties,  and we
do not intend to purchase properties in these circumstances. Accordingly, unless
such  conditions  change,  we believe rental  revenues in 2000 will not increase
substantially over the 1999 level.

     Moreover,  as  discussed  elsewhere  herein,  we may dispose of one or more
properties  in 2000.  The five  properties  currently  identified  as  potential
disposition  candidates accounted for approximately  $4,100,000,  or 16%, of the
1999  revenue.  The book  value of these  properties  at  December  31,  1999 is
approximately $25,000,000.

     If we sell  properties  and then do not use sale  proceeds  to acquire  new
properties,  our rental  revenue in 2000 will decline.  We may  repurchase  UIRT
shares with some of the proceeds, if any, in order to mitigate the effect on per
share  earnings  that would  otherwise  result  from any such  decline in rental
revenue.  However,  there is no assurance  that we would be able to repurchase a
sufficient number of UIRT shares to mitigate the decline of rental revenue,  and
                                       12
<PAGE>
earnings  per  share may  therefore  decline  as a result  of any such  sales of
properties.

     Interest expense,  before amortization of bridge financing costs, increased
by $2,842,000,  from $3,839,000 in 1998 to $6,681,000 in 1999.  Weighted average
debt  outstanding  increased from  $39,000,000 for 1998 to $82,300,000 for 1999.
The  increase in weighted  average  debt  outstanding  is  primarily a result of
expenditures for acquisitions and repurchases of our common shares.

     Of the total debt and capital lease  obligations of $89,700,000 at December
31, 1999,  $61,500,000  bears interest at fixed rates,  the weighted  average of
which is 8.37%.  The  remaining  $28,200,000  of debt bears  interest at 155-175
basis points over LIBOR contracts with one to six months  durations.  At January
31, 2000, the LIBOR rates were  approximately  90 basis points higher than those
of one year  earlier.  A 100  basis  point  change  in LIBOR  rates  would  have
approximately  a  $280,000  effect on  interest  expense  based on the amount of
variable rate borrowings at December 31, 1999.

     We anticipate further increases in interest expense during 2000 for several
reasons.  The increases in base rates during 1999 will have a full year's effect
in 2000;  there has already been an additional  rate increase since December 31,
1999,  and other rate  increases  are not  unlikely;  and we have  increased our
borrowings  since  December  31,  1999,  and may be required to make  additional
borrowings to meet our capital and common share distribution requirements.

     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, 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,
related  benefit  costs,  and  occupancy  costs  are  reimbursed  by UIRT to the
Investment  Manager.  UIRT  believes  that the level of staffing at December 31,
1999  is  generally   sufficient  to  operate  currently  owned  properties  and
additional properties that may be acquired in the foreseeable future.

     Advisory fees  increased by $413,000 from $794,000 in 1998 to $1,207,000 in
1999.  Advisory  fees are  calculated  based  on 6.5% of the sum of FFO  (before
advisory  fees) and  interest  expense,  and  accordingly  increase  or decrease
generally with revenue  levels.  From January 1, 1998 through June 30, 1999, the
advisory  fee was  based on 6.8% of the  calculated  base.  The  effect  on 1999
advisory fee expense of the  Investment  Manager's  voluntary  reduction  was to
decrease such expense by approximately $30,000.

TWELVE MONTHS ENDED  DECEMBER 31, 1998 VERSUS  TWELVE MONTHS ENDED  DECEMBER 31,
1997

     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 a $788,000 charge for
the issuance of stock to the Investment Manager. 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.

     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.  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.

Liquidity and Capital Resources

     It is our intention that UIRT continually have access to necessary capital.
As noted  elsewhere  herein,  we anticipate that new capital will be required in
order to adequately maintain our properties,  fund development and redevelopment
projects,  and  maintain our $0.86 per share  annual  distribution.  Although we
believe  present  conditions  in the equity  markets may make issuance of equity
securities  unattractive  for the foreseeable  future,  as previously  noted, we
believe our capital  requirements and common share  distributions  can be funded
through a combination of cash flows from operations,  additional borrowings, and
property sales.
                                       13
<PAGE>
     Cash flows  provided by operations for the twelve months ended December 31,
1999, 1998 and 1997 were $10,022,000, $6,210,000 and $1,688,000, respectively.

     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 debt.

     We executed a revolving line of credit  agreement  during the third quarter
of 1998. The line of credit, which is collateralized by seven of our properties,
provides for borrowings of up to $36,500,000 at  approximately  155 basis points
over a London  Interbank  Offered  Rate.  At December 31, 1999,  we had borrowed
approximately  $23,000,000  under the line of credit,  and had issued letters of
credit  aggregating  approximately  $6,000,000.   Approximately  $7,500,000  was
available under the line of credit at December 31, 1999.

     However, current provisions of our revolving credit agreement, which we are
seeking to have amended,  may restrict us to relatively  small  increases in our
total debt until and unless  property sales provide  significant  cash proceeds.
Such provisions limit our total borrowings to an amount that does not exceed 50%
of a formula-based  calculation of asset value. Our borrowings  currently exceed
this level,  and  pursuant to terms of the  agreement,  we are in default of the
agreement unless our lender agrees to an amendment.  If we are not successful in
having the  revolving  credit  agreement  amended,  or if property  sales do not
provide  significant  cash  proceeds,  we may be required to access  alternative
sources of capital to reduce our debt levels, and to meet our capital and common
share distribution requirements.

     The 20 properties  acquired since December 31, 1997 comprise  approximately
1,690,000  square  feet of GLA,  and  were  acquired  subject  to  approximately
$57,167,000  in mortgage debt. We have also borrowed  approximately  $18,700,000
under our revolving  line of credit for the cash portion of certain  properties'
purchase  prices.  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.

     Pursuant to Board approval,  UIRT repurchased  469,500 common shares during
the third and fourth quarters of 1999. The prices paid were the market prices on
the dates of purchase  and  averaged  approximately  $6.84 per share.  The share
repurchases  were  funded with  approximately  $3,211,000  in proceeds  from our
revolving  line of  credit.  In  January  2000,  our  Board  of  Trust  Managers
authorized  us to  repurchase  as many as  1,000,000  additional  shares in open
market and privately  negotiated  transactions,  such authorization to expire on
December 31, 2000. We believe that at recent prices,  and absent higher yielding
acquisition  and development  opportunities,  the repurchase of common shares of
UIRT  provides an attractive  reinvestment  opportunity.  If we have  sufficient
capital  resources and proceeds from sales of property,  after repaying debt and
providing for our quarterly distributions to shareholders, we intend to continue
buying UIRT shares.

Year 2000 Issue

     The year 2000 issue is the result of computer  programs being written using
two digits rather than four to define the applicable year. Any computer programs
that have time-sensitive software may recognize the "00" as 1900 rather than the
year "2000",  which could result in a major system  failure or  miscalculations.
The prior year financial  statements disclosed that the Company had assessed the
potential  impact of the issue and did not  anticipate  that the year 2000 issue
would pose significant operations problems for the Company.

     To date,  there  have  been no  problems,  interruptions  or  uncertainties
resulting  from  the  Year  2000  issue  as it  relates  to the  Company  or its
operations, and we do not anticipate any future problems or costs resulting from
the year 2000 issue.

Funds From Operations

     We  consider  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.  We believe that
reductions for these charges are not  meaningful in evaluating  income-producing
real estate, which historically has not depreciated. The National Association of
Real Estate  Investment  Trusts 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 $2,419,000  for the fourth quarter of 1999, as compared
to $2,351,000  for the same period of 1998. For the twelve months ended December
31, 1999, funds from operations totaled $9,680,000,  up $2,421,000 from the same
period of the prior year. This increase  relates almost totally to the impact of
UIRT's acquisitions since December 31,1998.

                                       14

<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-99      31-Dec-98          31-Dec-99           31-Dec-98
                                                                                                        Restated
                                                --------------------------------------------------------------------
Funds from operations:
<S>                                                <C>              <C>                 <C>                <C>
Net income                                     $1,250,328     $ 1,460,871           $5,240,382         $ 1,924,397
  Plus real estate related depreciation
  and amortization                              1,106,400         859,162            4,256,972           2,781,508
Plus loss on early extinguishment of debt          36,477              --               36,477             232,532
Plus write-off of unamortized bridge
  financing costs                                     --               --                   --           2,240,652
Plus minority interest in downREIT
  partnerships                                     25,477          30,501              145,977              79,781
                                               ----------     -----------           ----------          ----------

Funds from operations(1)                       $2,418,682     $ 2,350,534           $9,679,808         $ 7,258,870
                                               ==========     ===========           ==========         ===========

Funds from operations per share and downReit
 unit                                          $     0.25     $      0.24           $     1.00         $      0.92
                                                =========    ============           ==========         ===========


Funds available for distribution:
Funds from operations                           $2,418,682    $ 2,350,534           $9,679,808         $ 7,258,870
Plus amortization of financing costs                61,801         43,050              176,511             134,308
Less tenant improvements and leasing commissions  (181,293)      (145,427)            (493,893)           (341,113)
Less non-recoverable recurring capital
 improvements                                     (137,952)       (44,448)            (352,678)           (111,918)
Less straight line rents, net of $80,000
  bad debt write-off in March 1999                 (78,728)      (170,060)            (279,546)           (346,884)
Plus forgiveness of option loans                    40,751            --               163,004                  --
Amounts received from seller
  pursuant to master lease                              --         43,014                   --             134,929
                                                ----------    -----------            ---------         -----------

Funds available for distribution                $2,123,261     $2,076,663           $8,893,206          $6,728,192
                                                ==========     ==========           ==========          ==========
Funds available for distribution per share
 and downReit unit                              $     0.22     $     0.21           $     0.92          $     0.86
                                                ==========     ==========           ==========          ==========

Basic and diluted weighted average number of
 shares and downReit partnership units           9,488,911      9,711,220            9,715,477           7,853,174
                                                ==========     ==========           ==========          ==========
</TABLE>
(1)  The twelve  months  ended  December  31, 1998  results  have been  restated
     downward by $115,000 based on a clarification  by the National  Association
     of  Real  Estate   Investment  Trusts  of  the  definition  of  funds  from
     operations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We have limited  exposure to financial market risks,  including  changes in
interest  rates.  An increase or decrease of 100 basis points in interest  rates
would have  approximately  a $280,000  effect on interest  expense  based on the
amount of variable rate  borrowings at December 31, 1999. All such variable rate
borrowings have original maturities through 2001. We do not have any significant
foreign  operations  and thus are not  materially  exposed to  foreign  currency
fluctuations.

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:
<TABLE>
<S>
Page    <C>
-----
F-1     (a)  Report of Independent Auditors
F-2     (b)  Consolidated Balance Sheets-December 31, 1999 and 1998
F-3     (c)  Consolidated Statements of Operations-Years ended December 31,
              1999, 1998 and 1997
F-4     (d)  Consolidated  Statements  of Redeemable  Preferred  Shares and
             Common Shareholders' Equity-Years ended December 31, 1999, 1998 and
             1997
F-5     (e)  Consolidated  Statements of Cash Flows-Years ended December 31,
             1999, 1998 and 1997
F-6     (f)  Notes to Consolidated Financial Statements
</TABLE>                              15
<PAGE>


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, 1999 and 1998                                       F-2

         Consolidated  Statements of Operations for the years
         ended December 31, 1999, 1998 and 1997                           F-3

         Consolidated Statements of Redeemable Preferred
         Shares and Common Shareholders' Equity for the
         years ended December 31, 1999, 1998 and 1997                     F-4

         Consolidated  Statements of Cash Flows for the years
         ended December 31,1999, 1998 and 1997                            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.

      3.  Exhibits

 Exhibit
 Number            Description

   3.1    First  Amended and  Restated  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 response 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"
          (Incorporated  by reference to Exhibit  10.1 to the  Company's  Annual
          Report on Form 10-K, dated March 16, 1999)

 10.2    Today Green Oaks, L.P. Agreement of Limited Partnership  (Incorporated
          by reference to Exhibit 10.2 to the  Company's  Annual  Report on Form
          10-K, dated March 16, 1999)

 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  (Incorporated  by  reference to Exhibit 10.3 to the
          Company's Annual Report on Form 10-K, dated March 16, 1999)

                                       16

<PAGE>

  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
          (Incorporated  by reference to Exhibit  10.4 to the  Company's  Annual
          Report on Form 10-K, dated March 16, 1999)

  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  (Incorporated  by  reference  to Exhibit  10.5 to the  Company's
          Annual Report on Form 10-K, dated March 16, 1999)

  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")(Incorporated  by reference to Exhibit 10.6 to the  Company's
          Annual Report on Form 10-K, dated March 16, 1999)

  10.7    Promissory Note between UIRT Lake St. Charles and First Union National
          Bank  (Incorporated  by  reference  to Exhibit  10.7 to the  Company's
          Annual Report on Form 10-K, dated March 16, 1999)

  10.8    Construction Loan Agreement between First Union National Bank and UIRT
          (Incorporated  by reference to Exhibit  10.8 to the  Company's  Annual
          Report on Form 10-K, dated March 16, 1999)

  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  (Incorporated  by  reference  to Exhibit  10.9 to the
          Company's Annual Report on Form 10-K, dated March 16, 1999)

  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  (Incorporated by reference to Exhibit 10.10 to the Company's
          Annual Report on Form 10-K, dated March 16, 1999)

  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))

                                       17
<PAGE>

  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   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))

  10.22   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))

  10.23   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))

  10.24   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))

  10.25   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))

  10.26   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))

  10.27   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))

  10.28   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))

  10.29   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)

  10.30   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)


  10.31   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)

  10.32   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)
                                       18

<PAGE>

  10.33   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)

  10.34   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)

  10.35   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)

  10.36   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)

  10.37   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)

  10.38   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)

  10.39   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)

**10.40   Third Modification of Credit Agreement dated December 13, 1999 made by
          and  between  Wells  Fargo  Bank,  National   Association  and  United
          Investors Realty Trust.

**10.41   Fourth  Modification of Credit  Agreement dated December 13, 1999 made
          by and  between  Wells  Fargo Bank,  National  Association  and United
          Investors Realty Trust.

**10.42   Golding United FishHawk Ltd.  Agreement of Limited  Partnership by and
          between Golding United FishHawk,  Inc., a Florida corporation,  as the
          General  Partner,  and UIRT FISHHAWK LLC, a Florida limited  liability
          company  ("UIRT"),  and The  Stuart  S.  Golding  Company,  a  Florida
          corporation ("SSG"), as the Limited Partners.

**23.1    Consent of Independent Auditors

**27.1    Financial Data Schedule

  (b) Reports on 8-K

      None

**    Filed as an exhibit hereto.


(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.

                                       19
<PAGE>
                                   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 INVESTORS REALTY TRUST
                                 (Registrant)


Date:  March 15, 2000               By /s/ Robert W. Scharar
                                    ___________________________________________
                                    Robert W. Scharar
                                    President and Chief Executive Officer


Date:  March 15, 2000               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, 2000
   Robert W. Scharar


   /s/ Josef C. Hermans
   __________________________      Trust Manager              March 15, 2000
   Josef C. Hermans


   /s/ William C. Brooks           Trust Manager              March 15, 2000
   __________________________
   William C. Brooks


   /s/Frederick E. Fisher          Trust Manager              March 15, 2000
   __________________________
   Frederick E. Fisher

                                       20
<PAGE>

                           REPORT OF INDEPENDENT AUDITORS

     The Board of Trust Managers and Shareholders
     United Investors Realty Trust

          We have audited the accompanying consolidated balance sheets of United
     Investors  Realty Trust and  subsidiaries as of December 31, 1999 and 1998,
     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, 1999. Our audits also included
     the financial  statement  schedule listed in the index at Item 14(a). These
     financial  statements are the  responsibility of the Company's  management.
     Our  responsibility is to express an opinion on these financial  statements
     based on our audits.

          We  conducted  our  audits  in  accordance  with  auditing   standards
     generally  accepted in the United States.  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  at December 31, 1999 and
     1998, and the consolidated results of their operations and their cash flows
     for each of the three  years in the period  ended  December  31,  1999,  in
     conformity  with  accounting  principles  generally  accepted in the United
     States.  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
     January 22, 2000


                                      F-1
<PAGE>

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                         ASSETS
                                                                               DECEMBER 31,
                                                                        --------------------------
                                                                           1999             1998
                                                                        ----------      -----------
<S>                                                                      <C>            <C>
Investment real estate:
  Land...........................................................    $48,964,963       $ 44,290,975
  Buildings and improvements.....................................    127,232,647        114,716,718
  Property under development.....................................      1,105,343          1,321,823
                                                                      ----------        -----------
                                                                     177,302,953        160,329,516
  Less accumulated depreciation..................................    (11,164,573)        (7,434,343)
                                                                     -----------        -----------
  Investment real estate, net....................................    166,138,380        152,895,173
Cash and cash equivalents........................................      1,807,791          5,486,095
Accounts receivable, net of allowance of $112,047 and $120,333
  in 1999 and 1998, respectively.................................      2,876,523          2,733,070
Prepaid expenses and other assets................................      4,143,068          3,509,771
                                                                      ----------        -----------

          Total assets...........................................   $174,965,762       $164,624,109
                                                                     ===========        ===========
                       LIABILITIES, MINORITY INTEREST,
                       AND COMMON SHAREHOLDERS' EQUITY
Liabilities:
  Mortgage notes payable.........................................    $50,043,083       $ 55,248,437
  Capital lease obligations......................................     11,529,745          9,914,054
  Construction note payable......................................      5,198,132          1,221,393
  Short-term notes and line of credit............................     22,953,000          7,500,000
  Accounts payable -- trade......................................      2,604,242          1,761,208
  Accrued property taxes.........................................      2,463,128          2,516,291
  Security deposits..............................................        820,363            722,421
  Distributions payable..........................................      1,945,673          2,045,702
                                                                      ----------        -----------
          Total liabilities......................................     97,557,366         80,929,506
                                                                      ----------        -----------
Minority interest in consolidated partnerships...................      2,745,791          2,825,284
                                                                      ----------        -----------

Commitments and contingencies

Common shareholders' equity:
  Common  shares  of  beneficial  interest,  no par  value,
  500,000,000  shares authorized,  9,514,889  shares
  issued at December 31, 1999 and 1998...........................     87,233,173         87,155,327
  Accumulated deficit............................................     (8,517,310)        (5,701,789)
                                                                      ----------         ----------
                                                                      78,715,863         81,453,538
  Less:
     Treasury shares, at cost, 470,997 and 80,000 at
     December 31, 1999 and 1998, respectively....................     (3,238,227)          (584,219)
     Shareholder notes receivable................................       (815,031)                --
                                                                      ----------         ----------
          Total common shareholders' equity......................     74,662,605         80,869,319
                                                                      ----------         ----------
          Total liabilities, minority interest,
             and common shareholders' equity.....................   $174,965,762       $164,624,109
                                                                    ============       ============
</TABLE>

                            See accompanying notes.

                                      F-2
<PAGE>

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                           --------------------------------------
                                                              1999          1998             1997
                                                          ----------      ---------       ---------
<S>                                                         <C>           <C>                  <C>
Revenues:
  Base rents...........................................   $19,572,159     $13,231,250      $4,954,820
  Percentage rents.....................................       315,400         322,633          26,400
  Expense reimbursements...............................     5,759,883       3,769,885       1,167,355
  Interest and other income............................       348,113         426,402          27,278
                                                          -----------     -----------      ----------
          Total revenues...............................    25,995,555      17,750,170       6,175,853
                                                          -----------     -----------      ----------
Expenses:
  Property operating ..................................     2,852,058       1,854,467         609,673
  Property taxes.......................................     3,681,844       2,485,915         793,359
  Property management fees.............................       272,272         307,783         178,030
  General and administrative...........................     1,621,654       1,016,508         384,762
  Advisory fees........................................     1,207,189         794,043         312,000
  Share grant to Advisor and officers..................           --              --          787,500
  Interest (including write-off of $2,240,652 in
    unamortized bridge financing costs in 1998)........     6,680,730       6,079,889       2,435,538
  Depreciation and amortization........................     4,256,972       2,907,855       1,309,180
                                                          -----------     -----------      ----------
          Total expenses...............................    20,572,719      15,446,460       6,810,042

Income (loss) before minority interest, extraordinary
  item and preferred share distribution requirements        5,422,836       2,303,710        (634,189)

Minority interest in earnings of consolidated
  partnerships..........................................     (145,977)       (126,111)        (40,894)
                                                          -----------     -----------      ----------
Income (loss) before extraordinary item and preferred
share distribution requirements........................     5,276,859       2,177,599        (675,083)

Extraordinary item-prepayment penalties incurred on
  early extinguishment of debt.........................       (36,477)       (232,532)             --
                                                          ----------      -----------      ----------
Net income (loss)......................................     5,240,382       1,945,067        (675,083)

Preferred share distribution requirements..............           --          (20,670)        (96,633)
                                                          -----------     -----------      ----------
Net income (loss) available for common shareholders....   $ 5,240,382     $ 1,924,397      $ (771,716)
                                                          ===========     ===========      ==========
Net income (loss) before extraordinary item and preferred
  share distribution requirement per common share......         $0.56     $      0.28      $    (0.74)

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

Preferred share distribution requirement per
  common share.........................................           --            --              (0.11)
                                                          -----------     -----------      ----------
Net income (loss) per common share
  (basic and diluted)..................................   $      0.56     $      0.25      $    (0.85)
                                                          ===========     ===========      ==========
Weighted average shares outstanding....................     9,433,883       7,702,709         912,493
                                                          ===========     ===========      ==========
</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, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                        PREFERRED SHARES OF      COMMON SHARES OF
                                        BENEFICIAL INTEREST    BENEFICIAL INTEREST                      TREASURY SHARES
                                        -------------------    --------------------    ACCUMULATED    ---------------------
                                        NUMBER      AMOUNT       NUMBER      AMOUNT      DEFICIT       NUMBER      AMOUNT
                                        ------    ----------   ---------   ----------  -----------    --------   ----------
<S>                                     <C>       <C>             <C>       <C>            <C>          <C>          <C>

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..........      --            --   9,514,889   87,155,327  (5,701,789)     (80,000)    (584,219)

Treasury share purchases..............      --            --          --           --          --     (469,500)  (3,210,686)

Share grant...........................      --            --          --           --          --        2,000       14,250

Stock options exercised...............      --            --          --      220,103          --       81,503      594,928

Offering expenses.....................      --            --          --     (142,257)         --           --           --

Share forfeiture......................      --            --          --           --          --       (5,000)     (52,500)

Distributions ($0.86 per share).......      --            --          --               (8,055,903)          --           --

Net income                                  --            --          --           --   5,240,382           --           --
                                        ------   -----------   ---------   ---------- -----------     --------  -----------
Balance at December 31, 1999..........      --   $        --   9,514,889  $87,233,173 $(8,517,310)    (470,997) $(3,238,227)
                                        ======   ===========   =========  =========== ===========     ========  ===========

</TABLE>

                             See accompanying notes.

                                      F-4
<PAGE>

<TABLE>

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED
                     SHARES AND COMMON SHAREHOLDERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                   (Continued)

                                                SHAREHOLDER
                                             NOTES RECEIVABLE            TOTAL
 <S>                                         ----------------        -----------
                                                       <C>                 <C>
Balance at December 31, 1996..........           $                   $ 8,210,241
Issuance of common shares of
  beneficial interest.................                  --               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..........                  --             7,922,819


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

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

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

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

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

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

Balance at December 31, 1998..........                  --            80,869,319

Treasury share purchases..............                  --            (3,210,686)

Share grant...........................                  --                14,250

Stock options exercised...............            (815,031)                   --

Offering expenses.....................                  --              (142,257)

Share forfeiture......................                  --               (52,500)

Distributions ($0.86 per share).......                  --            (8,055,903)

Net income                                              --             5,240,382
                                                ----------           -----------
Balance at December 31, 1999..........          $ (815,031)          $74,662,605
                                                ==========           ===========

</TABLE>


                            See accompanying notes.

                                      F-5
<PAGE>

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                         ---------------------------------------
                                                             1999          1998         1997
                                                         -----------   -----------   ----------
<S>                                                      <C>           <C>           <C>
Cash flows from operating activities:
  Net income (loss)....................................  $5,240,382    $1,945,067     (675,083)
  Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation......................................   4,143,685     2,812,320    1,094,236
     Amortization......................................     290,250       134,565       81,292
     Extraordinary item................................      36,477       232,532           --
     Amortization of bridge financing costs............          --     2,240,652           --
     Minority interest in net income of consolidated
       partnerships....................................     145,977       126,111       40,894
     Share forfeiture..................................     (52,500)           --           --
     Payment of common shares for services.............      14,250            --      817,500
     (Increase) decrease in accounts receivable........     419,047    (1,935,374)     166,083
     Increase (decrease) in accounts payable-trade.....     (37,623)    1,208,212      302,148
     Changes in other operating assets and liabilities.    (178,084)     (554,193)    (139,013)
                                                         ----------    ----------   ----------
          Net cash provided by operating activities....  10,021,861     6,209,892    1,688,057
                                                         ----------    ----------   ----------
Cash flows from investing activities:
  Purchase of and capital improvements to investment
     real estate....................................... (15,885,181)  (59,654,366)    (406,802)
  Escrow deposits......................................     181,378     1,503,389   (2,305,000)
                                                         ----------    ----------   ----------
          Net cash used in investing activities........ (15,703,803)  (58,150,977)  (2,711,802)
                                                         ----------    ----------   ----------
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 short-term notes payable...............  15,453,000     7,550,000    2,660,871
  Principal payments on mortgage notes payable.........  (5,205,354)  (16,931,241)    (799,964)
  Principal payments on short-term notes payable.......          --    (3,275,000)     (40,000)
  Principal payments on capital lease obligations......     (92,509)           --           --
  Proceeds from construction note payable..............   3,976,739     1,221,393           --
  Preferred share distribution.........................          --       (20,670)     (96,633)
  Proceeds from public offering........................          --    86,000,000           --
  Offering costs.......................................    (142,257)   (7,189,750)    (419,700)
  Payment of prepayment penalties......................     (36,477)     (232,532)          --
  Payment of bridge financing costs....................          --    (2,240,652)          --
  Payment of distributions.............................  (8,155,932)   (4,090,000)          --
  Purchase of treasury shares..........................  (3,210,686)     (584,219)          --
  Distributions to holders of minority interests.......    (225,470)   (1,697,883)     (53,996)
  Payment of loan acquisition costs....................    (357,416)     (147,789)          --
                                                         ----------    ----------   ----------
          Net cash provided by financing
            activities.................................   2,003,638    57,081,031    1,250,578
                                                         ----------    ----------   ----------
Increase (decrease) in cash and cash equivalents.......  (3,678,304)    5,139,946      226,833
Cash and cash equivalents at beginning of year.........   5,486,095       346,149      119,316
                                                         ----------     ---------   ----------
Cash and cash equivalents at end of year...............  $1,807,791    $5,486,095   $  346,149
                                                         ==========    ==========   ==========
</TABLE>

                            See accompanying notes.

                                      F-6
<PAGE>

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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   acquisition,
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.

BASIS OF PRESENTATION

     The consolidated  financial statements include the accounts of the Company,
its  wholly-owned  subsidiaries,  and  entities  in  which  it owns  controlling
interests. All significant intercompany balances have been eliminated.  Minority
interests in the accompanying financial statements represent the allocable share
of equity and earnings of  consolidated  partnerships  attributable to interests
held by third parties.

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 28 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, 1999 and 1998 were $518,154,  net of
amortization  of  $229,356,  and  $266,507,  net of  amortization  of  $242,903,
respectively.  Deferred  leasing  costs  are  amortized  over  the  life  of the
respective lease.

     Deferred  financing costs at December 31, 1999 and 1998 were $739,909,  net
of  amortization  of $200,068,  and $559,005,  net of  amortization of $263,822,
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  share 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-7
<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 1999, revenues were comprised of 68.1% in Texas,
16.2% in Florida, 12.4% in Arizona, and 3.3% in Tennessee.

     No single tenant currently accounts 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.


2. INVESTMENT REAL ESTATE

     At December  31,  1997,  the Company  owned eight  shopping  centers.  Four
shopping centers were acquired and mortgage debt was refinanced in February 1998
with the proceeds of a $53,700,000  bridge financing  arrangement.  In March and
April,   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  four  additional
properties.  During the  remainder of 1998,  eight  additional  properties  were
purchased and development  commenced on one property.  At December 31, 1998, the
Company owned an interest in 25 properties.

     During 1999, the Company  purchased three  additional  shopping centers and
completed  construction on the center that was under development at December 31,
1998.

     The 1999  acquisitions  include  two centers in  Houston,  TX:  Albertson's
Bissonnet and Albertson's  Spring  Shadows.  The anchor stores at both locations
are owned  and  occupied  by  Albertson's  Supermarkets.  The  Company  owns the
remaining  square  footage   aggregating   approximately   52,000  square  feet.
Albertson's  Bissonnet was acquired  with proceeds from the Company's  revolving
line of  credit.  At  December  31,  1999  Albertson's  Spring  Shadows is owned
pursuant to a capital lease (see Note 3).

     The Company also  completed the  acquisition  of the Skipper Palms Shopping
Center in Tampa, Florida. The center has GLA of approximately 86,500 square feet
including a 53,000-square-foot Winn Dixie grocery store. The center was acquired
with proceeds from the Company's revolving line of credit.

     Construction  was  completed  on the Lake St.  Charles  Shopping  Center in
Tampa,  Florida.  The center is  anchored  by a 46,000  square foot Kash N Karry
grocery store and includes  11,000 square feet of  additional  store space.  Two
vacant pad sites are available for future development.

     Of the Company's 28 operating properties,  23 are 100% owned by the Company
either directly or through single purpose, wholly-owned subsidiaries. Two of the
properties  (with an aggregate cost of  $10,052,859)  are owned through  limited
partnerships  in  which  the  Company  holds  at  least  96% of the  partnership
interests.  Three  of  the  properties  are  owned  pursuant  to  capital  lease
arrangements that have transferred  virtually all risks and rewards of ownership
to the Company.  The Company also has one property under development at December
31, 1999.

     At December 31, 1999, the Company had identified  five  properties that may
no  longer  have the  investment  characteristics  currently  attractive  to the
Company. These assets held for sale are carried at the lower of depreciated cost
or fair value less costs to dispose.  In 1999,  these  properties  accounted for
approximately  $4,100,000 in revenue and had a carrying  value of  approximately
$25,000,000 at December 31, 1999.



                                      F-8
<PAGE>
                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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.

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 three  shopping  centers,
aggregated  $19.1  million at December 31, 1999 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 for each of the five
years ending December 31 and thereafter are as follows:
<TABLE>
<S>                                                <C>
2000.............................................  $ 2,460,834
2001.............................................      821,055
2002.............................................      821,055
2003.............................................      821,055
2004.............................................      821,055
Thereafter.......................................   11,313,887
                                                  ------------
                                                  $ 17,058,941
                                                  ============
</TABLE>

     The amount of these total payments  representing  interest is approximately
$5.5 million.

MORTGAGE NOTES PAYABLE

     The  Company's  mortgage  notes  payable  consist  of  fixed-rate  debt  of
$50,043,083  and  $55,248,437 at December 31, 1999 and 1998,  respectively.  The
interest rates range from 7.50% to 9.30% with payments of principal and interest
due  monthly.  The notes mature at various  times  through  2018.  The notes are
collateralized by first lien mortgages on properties with an aggregate  carrying
value  of   approximately   $74,708,183,   net  of  $3,727,680  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>
2000.............................................  $   731,472
2001.............................................      867,350
2002.............................................    3,120,951
2003.............................................      948,593
2004.............................................    1,033,137
Thereafter.......................................   43,341,580
                                                   -----------
                                                   $50,043,083
                                                   ===========
</TABLE>
CONSTRUCTION NOTE PAYABLE

     The  Company  has a  construction  note  for the  purpose  of  funding  the
development  of the Lake St.  Charles  property.  The note is in the  amount  of
$5,620,000,  of which $5,198,132 had been funded at December 31, 1999. 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.  On December  17,  1999,  the  revolving  credit
agreement was amended to, among other things, increase the line by $6.5 million.
Borrowings  are now  collateralized  by  first  mortgage  deeds  of trust on six
shopping  centers and new  borrowings  bear interest at 154.45 basis points over


                                      F-9
<PAGE>
                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

selected  London  Interbank  Offered Rates.  The facility  expires on August 30,
2001.  The  Company  may  elect  to  extend  it for  one  additional  year  upon
notification to the lender and payment of an extension fee equal to 0.25% of the
aggregate amount  outstanding at such date. At December 31, 1999 the Company had
borrowed  $22,953,000 under the line at a weighted average rate of approximately
7.8% under LIBOR contracts  ranging from one to three months.  In addition,  the
Company had issued letters of credit aggregating  approximately  $5,910,000 (see
Letters of Credit below).

     One of the credit agreement covenants limits total company debt to not more
than 50% of a formula-based calculation of total asset value. As of December 31,
1999,  total debt represented  approximately  55% of such value. The Company has
begun  discussions with the lender concerning the modification of the loan terms
to increase  this limit to 60% and cure the default.  The Company may add one or
more  unencumbered  properties to the lender's pool of collateral  properties to
facilitate the modification.  In the event the lender is unwilling to modify the
agreement,  the lender could  accellerate the debt, which is scheduled to mature
in August 2001.

     The  lender has  indicated  the  willingness  to modify  the  covenant  and
accordingly, management believes the Company will be able to successfully modify
the  credit  agreement.  In the event the  Company is  unsuccessful,  management
believes the credit agreement can be refinanced with other lenders,  although at
higher interest rates.

     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.

LETTERS OF CREDIT

     The  Company  issued an  irrevocable  letter  of credit in the  approximate
amount of $1,686,000 as collateral  for a bank loan,  the proceeds of which were
used for the development of the Lake St. Charles neighborhood shopping center in
Tampa,  Florida. The property was completed during 1999 and the Company acquired
100% of the interest in the limited liability company which owns the property.

     In January 1999, the Company 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 shopping  center was acquired on August 31, 1999, for a
total  consideration  of  approximately  $2,000,000 and the letter of credit was
released.

     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.

     The Company has issued an irrevocable letter of credit in the approximate
amount of $1,708,000 to the owner of a neighborhood  shopping center in Houston,
Texas.  This property is subject to a capital lease  arrangement at December 31,
1999.  The terms of the  agreement  require the Company to purchase the shopping
center  for  total   consideration   of   approximately   $5,200,000  (of  which
approximately $3,500,000 has been paid) in July 2000.

     The  Company  has issued an  irrevocable  letter of credit in the amount of
$2,155,000 in connection with the joint venture with Stuart S. Golding,  Golding
United FishHawk, Ltd (see Note 7).

     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 fair value of the Company's  mortgage notes payable,  construction note
payable,  and revolving line of credit are estimated  based on the current rates
available  to the Company for debt of the same  remaining  maturities.  Variable
rate notes  payable,  and the line of credit are  considered to be at fair value
since the interest  rates on such  instruments  reprice based on current  market
conditions.  The Company  considers  the carrying  value of the fixed rate notes
payable to be a reasonable estimation of their fair value based on the fact that
the rates of such notes are similar to rates  available to the Company for debt
of the same terms.
                                      F-10
<PAGE>
                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 its external  advisor,
FCA Corp. (the  "Investment  Manager") 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  also issued  2,400  shares in 1997 to the Trust  Managers  for
payment of services rendered.

     During 1998,  the Company  completed  its IPO and issued  8,600,000  common
shares of beneficial interest.  There were 80,000 shares repurchased and held in
treasury at December 31, 1998.

     In 1999,  the  Company  issued  81,503  common  shares out of  treasury  in
connection with the exercise of stock options. An additional 469,500 shares were
repurchased  by the Company  pursuant to its share  repurchase  plan. A grant of
2,000 shares was issued to an employee and 5,000 grant shares were forfeited.

5. EARNINGS PER SHARE DATA

     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:
<TABLE>
<CAPTION>
                                            Year ended December 31,
Weighted Average Shares                1999          1998           1997
                                     --------      --------       --------
<C>                                     <C>         <C>             <C>
<S>
Basic EPS                           9,433,883     7,702,709        912,493
Effect of dilutive securities:
   Employee share options                  --            --             --
                                    ---------       -------        -------

Diluted EPS                         9,433,883     7,702,709        912,493
                                    =========       =======        =======

Distributions per share declared   $     0.86      $  0.645       $  0.398
                                    =========       =======        =======
</TABLE>

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.

     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. MINORITY INTEREST

     In  connection  with certain  properties  acquired,  the Company has issued
downREIT  partnership  units to third party  owners in addition to assuming  the
existing  mortgage debt on the shopping  centers and making cash payments to the
sellers.  Holders of the partnership units are paid a distribution equivalent to
distributions  paid  on the  Company's  common  shares,  and may  convert  their
partnership units to REIT shares after one year. All partnership units, totaling
281,594, are currently convertible.

     The  initial  value of the  units,  and  subsequent  income  allocated  and
distributions  paid to the minority  partners are reflected in minority interest
in consolidated partnerships.

                                      F-11
<PAGE>
                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. REAL ESTATE VENTURE

     In November 1999, the Company  entered into a joint venture with affiliates
of the  Stuart  S.  Golding  Company  ("Golding")  to  develop  grocery-anchored
shopping  centers in the central Florida area. At December 31, 1999, the Company
and Golding had formed Golding United FishHawk Ltd. ("FishHawk") for the purpose
of  developing  an 80,000 square foot center in the Tampa area to be anchored by


an  approximately  48,000 square foot Kash N Karry grocery  store.  FishHawk has
acquired land and incurred debt of approximately $1,600,000 at December 31, 1999
and the  Company  has issued a letter of credit in the amount of  $2,155,000  in
connection  with the  development of this center.  The Company  accounts for its
investment in FishHawk by the equity method of accounting.

8. 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, 1999 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>
                                                    1999       1998       1997
                                                   ------     ------     ------
<S>                                                 <C>        <C>        <C>
Ordinary income..................................  $0.70      $0.19      $0.00
                                                   =====      =====      =====
Return of capital................................  $0.16      $0.24      $0.40
                                                   =====      =====      =====
</TABLE>

9. 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, 1999, are as follows:

<TABLE>
<S>                                               <C>
2000............................................  $18,147,854
2001............................................   15,617,813
2002............................................   12,934,134
2003............................................    9,664,122
2004............................................    7,247,990
Thereafter......................................   42,212,211
                                                  -----------
                                                 $105,824,124
                                                  ===========
</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:

                                      F-12
<PAGE>
                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
                      YEARS                           AMOUNT
                      -----                         ----------
<S>                                                 <C>
2000..............................................  $  100,000
2001..............................................     100,000
2002..............................................     100,000
2003..............................................     100,000
2004 through 2035.................................   3,200,000
                                                    ----------
                                                    $3,600,000
                                                    ==========
</TABLE>

     Ground rental expense included in the statement of operations was $133,705,
$134,329, $133,652 in 1999, 1998 and 1997, respectively.

10. 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 $1,207,189,  $794,043
and $312,000 for 1999,  1998 and 1997,  respectively.

     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).
Effective July 1, 1999,  the rate was reduced to 6.5%.

     In  addition,  the  Company  reimburses  the  Investment  Manager  for  the
salaries,  benefits,  and  occupancy  costs of  employees  who perform  property
management, leasing, property level accounting, and other operational duties for
the Company. The Company reimbursed the Investment Manager $710,169 and $279,185
in 1999 and 1998,  respectively,  as  reimbursements  for  salaries  of  certain
employees and certain other operating expenses.

     Total fees paid to independent trust managers were  approximately  $38,000,
$44,433 and $33,000 in 1999, 1998 and 1997,  respectively.  During 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).

11. SUPPLEMENTAL CASH FLOW INFORMATION

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

<TABLE>
<CAPTION>
                                                             1999          1998          1997
                                                          ----------    ----------    ----------
<S>                                                       <C>           <C>           <C>
Assumption of mortgage notes payable for acquisition of
  investment real estate................................  $       --    $57,167,233     $     --
Minority interest granted in exchange for investment
  real estate contributed...............................          --      2,794,440           --
Net liabilities assumed in acquisition of investment
  real estate...........................................     102,001      1,372,396           --
Payment of distribution with shares of affiliated trust.         --              --      333,206
Distribution declared but not paid......................   1,945,673      2,045,702           --
Capital lease obligation on real estate acquired........   1,708,200             --           --
Receivable from land sale...............................     562,500             --           --
Environmental remediation liability on real estate
   acquired.............................................     272,500             --           --
Shareholder notes receivable upon exercise of stock
   options..............................................     815,031             --           --
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...................   6,556,717      6,079,889     2,433,278
</TABLE>



                                      F-13
<PAGE>
                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. 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  Texas  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. During 1999,
the tenant was enrolled in the Texas Natural Resource Conservation  Commission's
Voluntary  Cleanup Program.  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.

     At December  31, 1999,  the Company was aware that a dry  cleaning  company
tenant in one of the Florida shopping centers had allowed  hazardous  substances
to contaminate a portion of the Company's property prior to the time the Company
acquired the property.  The tenant is currently enrolled in the State of Florida
Department of  Environmental  Protection  ("FDEP")  Drycleaning  Solvent Cleanup
Program which provides assessment and cleanup funds for dry cleaning facilities.
The Company has recently submitted to the FDEP an engineering report prepared by
a third  party  estimating  clean up costs  that  range  from  $250,000  to $1.3
million.  There is no assurance,  however, that the FDEP Program will have funds
available  at the time the  property  is  selected  for  clean up.  The  Company
believes  that  the  actual  cost of  clean up will be well  below  the  maximum
estimate  and has  purchased  an  insurance  policy  that  limits the  Company's
exposure to  approximately  $300,000.  At  December  31,  1999,  the Company has
accrued $272,500 related to remediation, which is included in accounts payable.

13. STOCK OPTION PLAN

     During 1998, the Company granted options to purchase  337,000 common shares
to certain officers,  employees, Trust Managers, and the Investment Manager. The
recipients  are  eligible  to  exercise  25% of their  options  each  January 1,
beginning in 1999. The exercise  price is $10.00 per share,  up to 100% of which
may be borrowed from the Company,  subject to Board  approval.  The total amount
borrowed in 1999 by the recipients is included in shareholder  notes  receivable
at December 31, 1999.  Loans are  repayable  over four years and require  annual
payments  of  25%  of the  initial  principal  and  interest  calculated  at the
Applicable  Federal Rate published by the IRS. The Applicable Federal Rate as of
January 1, 1999 was 4.64%.

     With respect to options  that became  exercisable  on January 1, 1999,  the
Board of Trust Managers elected to forgive 80% of the borrowed amount.  The loan
will be forgiven in equal  installments  over a four-year period, at the rate of
20% per year,  conditioned  upon  continued  employment  by the  Company  or the
Investment Manager.  Included in general and administrative expenses for 1999 is
approximately  $112,000,  which  represents the accrual of such loan forgiveness
with respect to loans made to the Company's officers and employees.  Included in
advisory  fees for 1999 is $66,000,  which  represents  the accrual of such loan
forgiveness with respect to loans made to the Investment  Manager.  The Board of
Trust Managers elected to provide  financing for options  exercisable on January
1, 2000, but not to provide any loan forgiveness with respect to such financing.

     The Company  applies APB Opinion No. 25,  "Accounting  for Stock  Issued to
Employees" and related  interpretations  in accounting for its Plan. Opinion No.
25  measures  compensation  cost  using  the  intrinsic  value  based  method of
accounting.  Under this  method,  compensation  cost is the excess of the quoted
market price of the stock at the date of grant over the amount an employee  must
pay to acquire the stock.  Accordingly,  the Company  recognized no compensation
expense during 1999.

                                      F-14
<PAGE>
                UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     If the Company had measured  compensation  cost using the fair value method
prescribed in SFAS 123, "Accounting for Stock-Based Compensation", the impact on
the  Company's  consolidated  net income and  earnings per share would have been
less than 3% in both 1999 and 1998.  The fair value of each option was estimated
at the date of grant  using the  Black-Scholes  calculation  with the  following
assumptions:

<TABLE>
<CAPTION>

<S> <C>                           <C>
Risk-free interest rate       5.36-5.57%
Dividend yield                8.6%
Weighted average option life  5-6 years
Volatility                    0.189
</TABLE>

The  following  table  summarizes  the stock  option  activity  for the  periods
presented:

<TABLE>
<CAPTION>

<S> <C>                            <C>             <C>            <C>
                                  Options        Options        Weighted Average
                                  Granted      Exercisable       Exercise Price
                                  -------      ------------      --------------
Options granted in connection
 with IPO .....................   334,000                            $10.00
Options outstanding at            -------       ------
 December 31, 1998.............   334,000           --               $10.00
Options granted on
January 1, 1999................     8,000        4,000               $ 6.75
Options exercised..............   (81,500)          --               $10.00
Options forfeited..............   (12,000)          --               $ 6.75
Options outstanding at            -------       ------              -------
 December 31, 1999.............   248,500        4,000               $ 9.95
                                  =======      =======              =======
</TABLE>

     On January 1, 2000,  an  additional  81,500  options out of the 334,000 IPO
options became exercisable. The Company has committed to make loans representing
100% of the exercise  price of such  options  ($10.00 per share) but has elected
not to extend the forgiveness  provisions to any such loans.  Also on January 1,
2000,  each  independent  Trust Manager was granted an option to purchase  2,000
shares for five years at an exercise price of $6.00 per share. These 6,000 share
became exercisable on the date of grant.

14. SUBSEQUENT EVENTS

     In January 2000, the Company announced that its Board of Trust Managers has
approved a plan to  repurchase  up to 1,000,000,  or  approximately  11%, of its
outstanding common shares of beneficial interest.  The Company would acquire the
shares in the open market or in privately negotiated  transactions as management
deems  appropriate.  The share  repurchase  program  will end on the  earlier of
December 31, 2000, or when the authorized limit is reached.

                                      F-15
<PAGE>
<TABLE>
                                               UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
                                           SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                           As of December 31, 1999


<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:
   Albertson's Bissonnet       Houston, TX                  --         588,160        1,372,374            321,216
   Albertson's Spring Shadows  Houston, TX           1,708,200       1,574,772        3,674,467                 --
   Arlington                   Arlington, TX         3,293,728       1,506,595        3,474,887             15,495
   Autobahn (1)                San Antonio, TX              --         515,205        1,726,150             48,747
   Bandera  (1)                San Antonio, TX              --       2,350,000        8,759,593            387,048
   Benchmark                   Houston, TX           3,588,179       1,680,174        3,920,406              9,017
   Big Curve                   Yuma, AZ              5,834,623       2,657,118        6,249,350             43,932
   Centennial (1)              Austin, TX                   --       1,400,000        3,527,909            611,333
   Colony Plaza                Sugar Land, TX        3,147,280       1,258,510        2,936,522             37,330
   El Campo (1)                El Campo, TX                 --         360,000        1,640,350             64,000
   Garland                     Garland, TX           1,811,550         851,265        1,980,784             13,939
   Hedwig                      Houston, TX                  --       1,710,334        4,940,936              8,000
   Highland Square             Sugar Land, TX        4,350,230       2,305,673        5,379,903            107,889
   Hurst                       Hurst, TX             1,903,775       1,020,768        2,366,794             71,291
   Lake St. Charles            Tampa, FL             5,198,132       1,432,818        3,560,569                 --
   Market at First Colony (1)  Houston, TX                  --       4,620,502        8,260,308            105,298
   Mason Park (1)              Houston, TX                  --       4,560,164       10,640,382             81,468
   McMinn I                    Athens, TN                   --         301,912        1,005,614             72,506
   McMinn W (2)                Athens, TN                   --         212,000        1,164,438         (1,164,438)
   Park Northern               Phoenix, AZ           2,609,143              --        4,410,691            210,461
   Plano                       Plano, TX             6,482,220       2,658,183        6,191,076             50,364
   Richardson                  Richardson, TX        3,339,325       1,475,441        3,353,961             92,733
   Rosemeade                   Carrollton, TX        3,406,419       1,379,880        3,047,363             87,561
   Skipper Palms               Tampa, FL                    --       1,277,851        3,254,152             40,000
   Southwest Walgreens         Phoenix, AZ                  --       1,425,812        3,327,240             20,988
   Town `N Country             Tampa, FL             2,380,356       1,511,833        3,527,611             16,438
   Twin Lakes (1)              Lenoir City, TN              --         860,706        2,969,230             53,306
   University Mall             Pembroke Pines,      13,102,906       5,550,000       13,141,475            491,629
                                  FL
   University Park             College Station,      4,614,894       1,842,331        4,955,490            375,458
                                  TX
Property under development:
   McMinn                      Athens, TN                   --       1,030,724               --                 --
   Market at First Colony      Houston, TX                  --          74,619               --                 --

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

Revolving line of credit                            22,953,000              --               --                 --

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

      Totals                                     $  89,723,960    $ 50,269,919     $124,760,025         $2,273,009
                                                 =============    ============     ============         ==========

                                      F-16
<PAGE>

</TABLE>
<TABLE>
<CAPTION>
                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                             As of December 31, 1999



                                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:
   Albertson's Bissonnet             894,647      1,387,103         2,281,750            45,595            1999       1999
   Albertson's Spring Shadows      1,574,772      3,674,467         5,249,239            52,369            1999       1999
   Arlington                       1,510,342      3,486,635         4,996,977           115,940            1982       1998
   Autobahn                          515,205      1,774,897         2,290,102           546,832            1984       1990
   Bandera                         2,350,000      9,146,641        11,496,641         1,923,668            1989       1992
   Benchmark                       1,680,174      3,929,423         5,609,597           236,376            1986       1998
   Big Curve                       2,657,118      6,293,282         8,950,400           335,125         1969/1983/    1998
                                                                                                        1990/1996
   Centennial                      1,400,000      4,139,242         5,539,242         1,290,414            1970       1991
   Colony Plaza                    1,258,510      2,973,852         4,232,362           150,264            1997       1998
   El Campo                          360,000      1,704,350         2,064,350           224,160            1985       1996
   Garland                           854,611      1,991,377         2,845,988            67,012            1984       1998
   Hedwig                          1,710,334      4,948,936         6,659,270           309,610            1974       1998
   Highland Square                 2,307,773      5,485,692         7,793,465           262,711            1998       1998
   Hurst                           1,025,834      2,433,019         3,458,853            80,417            1982       1998
   Lake St. Charles                1,432,818      3,560,569         4,993,387            55,979            1999         --
   Market at First Colony          4,058,147      8,927,961        12,986,108           528,055            1988       1998
   Mason Park                      4,560,164     10,721,850        15,282,014           695,002            1985       1998
   McMinn I                          301,912      1,078,120         1,380,032           312,443            1982       1994
   McMinn W                          212,000             --           212,000                --            1982       1994
   Park Northern                          --      4,621,152         4,621,152           510,544            1982       1996
   Plano                           2,661,931      6,237,692         8,899,623           207,744            1985       1998
   Richardson                      1,501,689      3,420,446         4,922,135           111,909            1984       1998
   Rosemeade                       1,379,880      3,134,924         4,514,804           166,432            1986       1998
   Skipper Palms                   1,289,851      3,282,152         4,572,003            61,268            1984       1999
   Southwest Walgreens             1,425,812      3,348,228         4,774,040           213,393            1975       1998
   Town `N Country                 1,511,833      3,544,049         5,055,882           192,466            1970       1998
   Twin Lakes                        860,706      3,022,536         3,883,242           858,452            1986       1989
   University Mall                 5,550,000     13,633,104        19,183,104           776,419            1973       1998
   University Park                 1,842,331      5,330,948         7,173,279           833,974            1991       1993

Property under development:

McMinn                             1,030,724             --         1,030,724                --
Market at First Colony                74,619             --            74,619                --

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

      Totals
                                 $50,070,306   $127,232,647      $177,302,953       $11,164,573
                                 ===========   ============      ============       ===========

</TABLE>

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

(2) McMinn W is currently  under  development,  the net carrying  value has been
transferred to property under development.

                                      F-17
<PAGE>

                 UNITED INVESTORS REALTY TRUST AND SUBSIDIARIES
                             NOTES TO SCHEDULE III
                            AS OF DECEMBER 31, 1999


(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>
                                         1999           1998           1997
                                      -----------    -----------    -----------
<S>                                   <C>            <C>            <C>
Balance at beginning of year........ $160,329,516   $ 39,734,731    $39,327,929
Additions -- acquisitions...........   16,386,946    120,501,767         37,520
Additions -- tenant improvements....      207,024        207,593        319,226
Additions -- capital expenditures...    1,025,962        111,918         50,056
Deductions..........................     (646,495)      (226,493)            --
                                      -----------    -----------    -----------
  Balance at end of year............ $177,302,953   $160,329,516    $39,734,731
                                      ===========    ===========    ===========
</TABLE>

                   RECONCILIATION OF ACCUMULATED DEPRECIATION

<TABLE>
<CAPTION>
                                            1999          1998          1997
                                         ----------    ----------    ----------
<S>                                      <C>           <C>           <C>
Balance at beginning of year...........  $7,434,343    $4,861,957    $3,767,721
Depreciation expense...................   4,123,636     2,798,879     1,094,236
Deductions.............................    (393,406)     (226,493)           --
                                         ----------    ----------    ----------
  Balance at end of year............... $11,164,573    $7,434,343    $4,861,957
                                         ==========    ==========    ==========
</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-18
<PAGE>

ITEM 14.  EXHIBITS

   3.1    First  Amended and  Restated  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 response 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".
          (Incorporated  by reference to Exhibit  10.1 to the  Company's  Annual
          Report on Form 10-K, dated March 16, 1999.)

  10.2    Today Green Oaks, L.P. Agreement of Limited Partnership. (Incorporated
          by reference to Exhibit 10.2 to the  Company's  Annual  Report on Form
          10-k, dated March 16, 1999).

  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.  (Incorporated  by reference to Exhibit 10.3 to the
          Company's Annual Report on Form 10-k, dated March 16, 1999).

  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,
          1999.(Incorporated  by  reference  to  Exhibit  10.4 to the  Company's
          Annual Report on Form 10-k, dated March 16, 1999).

  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.  (Incorporated  by reference  to Exhibit  10.5 to the  Company's
          Annual Report on Form 10-k, dated March 16, 1999).

  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").(Incorporated  by reference to Exhibit 10.6 to the Company's
          Annual Report on Form 10-k, dated March 16, 1999).

  10.7    Promissory Note between UIRT Lake St. Charles and First Union National
          Bank.  (Incorporated  by reference  to Exhibit  10.7 to the  Company's
          Annual Report on Form 10-k, dated March 16, 1999).

  10.8    Construction  Loan  Agreement  between  First Union  National Bank and
          UIRT.  (Incorporated  by reference  to Exhibit  10.8 to the  Company's
          Annual Report on Form 10-k, dated March 16, 1999).

  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.  (Incorporated  by  reference  to Exhibit 10.9 to the
          Company's Annual Report on Form 10-k, dated March 16, 1999).

  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. (Incorporated by reference to Exhibit 10.10 to the Company's
          Annual Report on Form 10-k, dated March 16, 1999).

  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   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))

  10.22   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))

  10.23   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))

  10.24   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))

  10.25   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))

  10.26   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))

  10.27   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))

  10.28   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))

  10.29   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)

  10.30   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)

  10.31   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)

  10.32   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)

  10.33   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)

  10.34   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)


  10.35   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)

  10.36   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)

  10.37   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)

  10.38   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)

  10.39   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)

**10.40   Third Modification of Credit Agreement dated December 13, 1999 made by
          and  between  Wells  Fargo  Bank,  National   Association  and  United
          Investors Realty Trust.

**10.41   Fourth  Modification of Credit  Agreement dated December 13, 1999 made
          by and  between  Wells  Fargo Bank,  National  Association  and United
          Investors Realty Trust.

**10.42   Golding United FishHawk Ltd.  Agreement of Limited  Partnership by and
          between Golding United FishHawk,  Inc., a Florida corporation,  as the
          General  Partner,  and UIRT FISHHAWK LLC, a Florida limited  liability
          company  ("UIRT"),  and The  Stuart  S.  Golding  Company,  a  Florida
          corporation ("SSG"), as the Limited Partners.

 **23.1   Consent of Independent Auditors.

 **27.1   Financial Data Schedule

          (b) Reports on 8-K

              None

**            Filed as an exhibit hereto.



<PAGE>
Exhibit 10.40

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

WELLS FARGO BANK, NATIONAL ASSOCIATION
Real Estate Group (AU #2199)
1000 Louisiana, 4th Fl.
Houston, TX  77002

Attn: April Konopka
Loan No.  4277



                     THIRD MODIFICATION OF CREDIT AGREEMENT
                                  Secured Loan

THIS THIRD  MODIFICATION OF CREDIT  AGREEMENT  ("Agreement")  dated December 13,
1999,  is entered  into by and between  WELLS FARGO BANK,  NATIONAL  ASSOCIATION
("Lender"),  and UNITED INVESTORS  REALTY TRUST, a Texas real estate  investment
trust ("Borrower").

                                 RECITALS

A.   Pursuant to the terms of that certain  Revolving Credit  Agreement  between
     Borrower and Lender  dated as of August 25,  1998,  Lender made a revolving
     credit facility available to Borrower in the maximum outstanding  principal
     amount of THIRTY MILLION AND NO/100THS  DOLLARS  ($30,000,000.00)  ("Credit
     Facility").  Such Revolving Credit Agreement has been previously amended by
     Modification  Agreement  dated January 25, 1999,  and  modification  letter
     agreement  entered  into in April,  1999 (all  three such  documents  being
     collectively referred to herein as the "Original Credit Agreement").

B.   The Credit  Facility is evidenced  by a promissory  note dated as of August
     25, 1998,  executed by Borrower in favor of Lender, in the principal amount
     of  $30,000,000  ("Note"),  and  is  further  evidenced  by  the  documents
     described in the Original Credit Agreement as "Loan Documents". The Note is
     secured by, among other things,  those four (4) Deeds of Trust and Security
     Agreements  ("Deeds of Trust")  dated as of August 25,  1998,  executed  by
     Borrower,  as Grantor, to Stephen P. Prinz, as Trustee, in favor of Lender,
     as Beneficiary,  covering the real property and  improvements  ("Property")
     therein described,  and those four (4) Assignments of Rents and Leases (the
     "Assignments of Rents"),  dated as of August 25, 1998, between Borrower, as
     Assignor,  and Lender, as Assignee,  relating to the Property. The Deeds of
     Trust and  Assignments  of Rents  were  recorded  as set forth in Exhibit A
     attached hereto.

C.   The Note, Deeds of Trust,  Original Credit Agreement,  this Agreement,  the
     other  documents  described  in the  Original  Credit  Agreement  as  "Loan
     Documents",  together with all modifications and amendments thereto and any
     document  required  hereunder,  are collectively  referred to herein as the
     "Loan Documents".

D.   By this  Agreement,  Borrower and Lender intend to modify and amend certain
     terms and  provisions  of the Loan  Documents.  All  capitalized  terms not
     expressly  defined  herein  shall have the  meanings  for such terms as set
     forth in the Original Credit  Agreement.  All references herein to Sections
     shall mean  Sections in the  Original  Credit  Agreement  unless  otherwise
     indicated.

NOW, THEREFORE, Borrower and Lender agree as follows:
1.   CONDITIONS  PRECEDENT.  The following are conditions  precedent to Lender's
     obligations under this Agreement:

     1.1. If required by Lender,  receipt and  approval by Lender of a Down-Date
          Endorsement  to the Title Policy No. for each of the Deeds of Trust as
          set forth in Exhibit A by the respective  title  companies that issued
          the policies (the "Title  Companies") and the commitment of each Title
          Company to issue a Form T-38  Endorsement  pursuant to Procedural Rule
          P-9b(3),  showing that  coverage  under such title policy has not been
          reduced or terminated  solely by virtue hereof,  and other  assurances
          acceptable  to Lender that the  priority  and validity of the Deeds of
          Trust have not been and will not be impaired by this  Agreement or the
          transactions contemplated hereby;

     1.2. Receipt by Lender of the  executed  originals of this  Agreement,  the
          organizational and authorization items described in Sections 5.1 (g) -
          (l),  relating to this Agreement as applicable,  and any and all other
          documents and  agreements  which are required by this  Agreement or by
          any  other  Loan  Document,  each in form and  content  acceptable  to
          Lender;

     1.3. Recordation  in the Real Property  Records of the County where each of
          the  Properties is located of any  documents  which are required to be
          recorded by this Agreement or by any other Loan Document (if any);

     1.4. Reimbursement  to Lender by Borrower of  Lender's  costs and  expenses
          incurred  in  connection  with  this  Agreement  and the  transactions
          contemplated hereby,  including,  without limitation,  title insurance
          costs,  recording fees,  attorney'  fees,  appraisal,  engineers' and
          inspection  fees,  internal  review fees and  documentation  costs and
          charges,  whether such services are furnished by Lender's employees or
          agents or by independent contractors;

     1.5. The  representations  and  warranties  contained in this Agreement are
          true and correct;

     1.6. The payment to Lender of an  extension  fee of 0.20% of the  aggregate
          amount of the Commitment as set forth in Section 3.1(b);

     1.7. Receipt by Lender of an opinion  of counsel to the Loan  Parties,  and
          addressed to Lender in substantially the form attached as EXHIBIT H of
          the Original Credit Agreement, modified as provided below; and

     1.8. Receipt  by Lender of a  Reaffirmation  of  Guaranty  by all  existing
          Guarantors  in the form  attached  as Exhibit O, and a Guaranty by all
          new or additional entities required to be named as Guarantor under the
          Original  Credit  Agreement,  each such document  modified as provided
          below.

2. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that:

     2.1. No Default,  breach or failure of  condition  has  occurred,  or would
          exist with notice or the lapse of time or both,  under any of the Loan
          Documents (as modified by this Agreement);

     2.2. All  representations  and  warranties  herein  and in the  other  Loan
          Documents are true and correct,  which  representations and warranties
          shall survive execution of this Agreement;

     2.3. The existing  Guarantors  executing the  Reaffirmation of Guaranty and
          the new Guarantors executing the additional Guaranty constitute all of
          the  entities   required  under  the  Credit  Agreement  to  serve  as
          Guarantors of the Credit Facility.

3.  MODIFICATION OF LOAN DOCUMENTS.  The Loan Documents are hereby  supplemented
and modified to  incorporate  the following,  which shall  supersede and prevail
over any conflicting provisions of the Loan Documents:

     3.1. Extension  of Certain  Dates.  Effective  as of the date  hereof,  the
          Revolving  Credit  Termination  Date and Maturity  Date recited in the
          Note are hereby extended to August 25, 2001.

     3.2. Future   Extension;   Reappraisals.   In  addition  to  the  extension
          effectuated by this Agreement, Borrower will have the option to extend
          this modified  Revolving Credit Termination Date for one more one-year
          period  (ending  August  25,  2002) on the terms set forth in  Section
          2.11,  and Lender will have the right to reappraise  and  re-determine
          the  Appraised  Value of all or any Pool  Properties  upon  receipt of
          Borrower's   extension   request   as   provided   in  such   section.
          Notwithstanding the foregoing,  Lender reserves the right, at Lender's
          option and at Borrower's  expense, to re-appraise and re-determine the
          Appraised  Value of all or any Pool Properties as described in Section
          2.11  within the  period of 90 to 120 days  prior to August 25,  2000,
          which was the original  Revolving  Credit  Termination Date defined in
          the Original Credit Agreement.  The Extension Fee described in Section
          3.1 (b) shall be amended to be 0.25% of the  aggregate  amounts of the
          Commitments at the time indicated therein.

     3.3. Modification of Form Documents. All Loan Documents and other documents
          at any time  required  to be executed  or  delivered  under the Credit
          Agreement  in the forms of such  documents  attached  to the  Original
          Credit  Agreement  as exhibits  shall be executed or delivered in such
          forms,  modified,  however,  as necessary or  appropriate to correctly
          refer to this Agreement and the modifications effected hereby.

     3.4. Expenses.  Borrower shall immediately pay Lender upon demand all costs
          and expenses incurred by Lender in connection with: (a)the preparation
          of  this  Agreement,  all  other  Loan  Documents  and  Other  Related
          Documents   contemplated   hereby;   (b)the   administration  of  this
          Agreement,  the other Loan  Documents and Other Related  Documents for
          the  term  of  the  Credit   Facility;   and  (c)the   enforcement  or
          satisfaction  by Lender of any of  Borrower's  obligations  under this
          Agreement,  the other Loan  Documents or the Other Related  Documents.
          For all purposes of this Agreement,  Lender's costs and expenses shall
          include, without limitation,  all appraisal fees, cost engineering and
          inspection  fees,  internal  review  fees,  legal  fees and  expenses,
          accounting fees,  environmental consultant fees, auditor fees, and the
          cost to Lender of any title insurance premiums, title surveys, release
          and notary fees.  Borrower  recognizes  and agrees that formal written
          appraisals of the Property and Improvements by a licensed  independent
          appraiser  may be  required  by Lender's  internal  procedures  and/or
          federal  regulatory   reporting   requirements  on  an  annual  and/or
          specialized  basis  and  that  Lender  may,  at  its  option,  require
          inspection  of  the  Property  and   Improvements  by  an  independent
          supervising architect and/or cost engineering specialist prior to each
          advance;  at least once each month  during the course of  construction
          even  though  no  disbursement  is to be made  for  that  month;  upon
          completion of the Improvements and at least semi-annually  thereafter.
          If any of the services  described above are provided by an employee of
          Lender,  Lender's  costs  and  expenses  for  such  services  shall be
          calculated  in  accordance  with  Lender's  standard  charge  for such
          services.

     3.5. Year 2000 Covenant.  Borrower shall ensure that the following are Year
          2000 Compliant in a timely manner, but in no event later than December
          31, 1999: (a) [the Property and Improvements;  (b)Borrower itself; and
          (c)any  other  major  commercial  properties  and  entities  in  which
          Borrower  holds a controlling  interest.  Borrower  shall further make
          reasonable inquiries of and request reasonable validation that each of
          the following are similarly Year 2000 Compliant: (x) all major tenants
          or other entities from which Borrower receives  payments;  and (y) all
          major  contractors,   suppliers,  service  providers  and  vendors  of
          Borrower. As used in this paragraph,  "major" shall mean properties or
          entities the failure of which to be Year 2000  Compliant  would have a
          material  adverse  economic impact upon Borrower.  The term "Year 2000
          Compliant"  shall mean, in regard to any property or entity,  that all
          software,  hardware,  equipment,  goods  or  systems  utilized  by  or
          material to the physical operations, business operations, or financial
          reporting of such  property or entity  (collectively,  the  "systems")
          will properly  perform date  sensitive  functions  before,  during and
          after the year 2000. In furtherance of this covenant,  Borrower shall,
          in addition to any other  necessary  actions  perform a  comprehensive
          review and  assessment  of all systems of Borrower,  [the Property and
          Improvements,]  and shall adopt a detailed plan, with itemized budget,
          for the testing, remediation, and monitoring of such systems. Borrower
          shall,  within  thirty  business  days of  Lender's  written  request,
          provide to Lender such  certifications or other evidence of Borrower's
          compliance with the terms of this paragraph as Lender may from time to
          time reasonably require.

     4.  FORMATION  AND  ORGANIZATIONAL   DOCUMENTS.   Borrower  has  previously
delivered to Lender all of the relevant formation and  organizational  documents
of Borrower, of the partners or joint venturers of Borrower (if any), and of all
guarantors of the Credit  Facility (if any),  and all such  formation  documents
remain in full force and effect and have not been amended or modified since they
were  delivered  to  Lender.  Borrower  hereby  certifies  that:  (i) the  above
documents  are all of the relevant  formation  and  organizational  documents of
Borrower;  (ii) they  remain in full force and  effect;  and (iii) they have not
been amended or modified since they were previously delivered to Lender.

     5. HAZARDOUS SUBSTANCES. Without in any way limiting any other provision of
this  Agreement,  Borrower  expressly  reaffirms  as of  the  date  hereof,  and
continuing hereafter: (i) each and every representation and warranty in the Loan
Documents respecting  "Hazardous  Substances";  and (ii) each and every covenant
and indemnity in the Loan Documents respecting "Hazardous Substances".

     6.  ACKNOWLEDGMENT BY BORROWER.  Borrower hereby  acknowledges,  agrees and
represents that:

     (i)  Borrower is  indebted to Lender  pursuant to the terms of the Note and
the Credit Agreement as modified hereby;

     (ii) the liens, security interests and assignments created and evidenced by
the Loan  Documents,  including  but not limited to this  Agreement and the Loan
Documents expressly required in connection herewith,  are,  respectively,  valid
and  subsisting  liens,  security  interests and  assignments  of the respective
dignity and priority  recited in all Loan  Documents;  and such liens,  security
interests and assignments are given as security for all  indebtedness  evidenced
by all of the Loan Documents;

     (iii) there are no claims or offsets against,  or defenses or counterclaims
to, the terms or provisions  of the Loan  Documents,  and the other  obligations
created or evidenced by the Loan Documents;

     (iv) Borrower has no claims,  offsets,  defenses or  counterclaims  arising
from any of Lender's acts or omissions  with respect to the  Property,  the Loan
Documents or Lender's  performance  under the Loan  Documents or with respect to
the Property;

     (v) the representations and warranties  contained in the Loan Documents are
true and correct  representations  and warranties of Borrower and third parties,
as of the date hereof; and

     (vi) Lender is not in default  and no event has  occurred  which,  with the
passage of time, giving of notice, or both, would constitute a default by Lender
of Lender's obligations under the terms and provisions of the Loan Documents. To
the extent  Borrower  now has any claims,  offsets,  defenses  or  counterclaims
against  Lender or the  repayment  of all or a portion of the  Credit  Facility,
whether  known  or  unknown,  fixed  or  contingent,  same  are  hereby  forever
irrevocably waived and released in their entirety.

7.  NON-IMPAIRMENT.  Except  as  expressly  provided  herein,  nothing  in  this
Agreement shall alter or affect any provision,  condition, or covenant contained
in the Note or other Loan  Document or affect or impair any rights,  powers,  or
remedies  of  Lender,  it  being  the  intent  of the  parties  hereto  that the
provisions of the Note and other Loan Documents shall continue in full force and
effect except as expressly modified hereby.

8. MISCELLANEOUS.  This Agreement and the other Loan Documents shall be governed
by and interpreted in accordance with the laws of the State of Texas,  except if
preempted  by federal law,  and except as  expressly  provided in the  Mortgages
covering  Property  located in states other than Texas. In any action brought or
arising out of this Agreement or the Loan Documents,  Borrower,  and the general
partners and joint venturers of Borrower,  hereby consent to the jurisdiction of
any federal or state court  having  proper  venue  within the State of Texas and
also  consent to the  service of  process  by any means  authorized  by Texas or
federal law. The headings used in this  Agreement are for  convenience  only and
shall  be  disregarded  in  interpreting  the  substantive  provisions  of  this
Agreement.  All  capitalized  terms used herein,  which are not defined  herein,
shall have the meanings  given to them in the other Loan  Documents.  Time is of
the essence of each term of the Loan Documents, including this Agreement. If any
provision  of  this  Agreement  or any of the  other  Loan  Documents  shall  be
determined  by a court of  competent  jurisdiction  to be  invalid,  illegal  or
unenforceable,  that portion shall be deemed severed from this Agreement and the
remaining  parts shall remain in full force as though the invalid,  illegal,  or
unenforceable portion had never been a part thereof.

9.  INTEGRATION;  INTERPRETATION.  THIS  AGREEMENT AND THE OTHER LOAN  DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE
PARTIES.  THERE ARE NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN THE  PARTIES.  THIS
INSTRUMENT  MAY BE AMENDED  ONLY BY AN  INSTRUMENT  IN WRITING  EXECUTED  BY THE
PARTIES HERETO.

10. WAIVER OF CONSUMER RIGHTS.  BORROWER HEREBY WAIVES  BORROWER'S  RIGHTS UNDER
THE  PROVISIONS  OF CHAPTER  17,  SUBCHAPTER  E,  SECTION  17.41  THROUGH  17.63
INCLUSIVE  OF THE TEXAS  BUSINESS  AND  COMMERCE  CODE,  GENERALLY  KNOWN AS THE
"DECEPTIVE TRADE PRACTICES-CONSUMER  PROTECTION ACT", A LAW THAT GIVES CONSUMERS
SPECIAL  RIGHTS  AND  PROTECTIONS.   AFTER  CONSULTATION  WITH  AN  ATTORNEY  OF
BORROWER'S OWN SELECTION,  BORROWER  VOLUNTARILY  CONSENTS TO THIS WAIVER. IT IS
THE INTENT OF LENDER AND BORROWER  THAT THE RIGHTS AND REMEDIES  WITH RESPECT TO
THIS  TRANSACTION  SHALL BE  GOVERNED BY LEGAL  PRINCIPLES  OTHER THAN THE TEXAS
DECEPTIVE TRADE  PRACTICES-CONSUMER  PROTECTION ACT. THE WAIVER SET FORTH HEREIN
SHALL EXPRESSLY SURVIVE THE TERMINATION OF THE REFERENCED TRANSACTION.  BORROWER
REPRESENTS  AND  WARRANTS TO LENDER  THAT  BORROWER  (i)IS A BUSINESS  CONSUMER,
(ii) HAS  KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE
BORROWER TO EVALUATE  THE MERITS AND RISKS OF THE SUBJECT  TRANSACTION,  (iii)IS
NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH RESPECT TO THE SUBJECT
TRANSACTION, AND (iv) HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL (WHO WAS
NOT,  DIRECTLY OR  INDIRECTLY,  IDENTIFIED,  SUGGESTED  OR SELECTED BY LENDER OR
LENDER'S AGENTS) IN CONNECTION WITH THE REFERENCED TRANSACTION.

IN WITNESS  WHEREOF,  Borrower and Lender have caused this  Agreement to be duly
executed in multiple counterpart originals as of the date first above written.

                                       "LENDER/BENEFICIARY"

                                        WELLS FARGO BANK, NATIONAL ASSOCIATION


                                        By:
                                        Name: David C. Williams
                                        Title: Vice President

                                        "BORROWER/GRANTOR"
                                         UNITED INVESTORS REALTY TRUST,
                                         a Texas real estate investment trust


                                         By:
                                         Name:
                                         Title:



STATE OF TEXAS

COUNTY OF

This  instrument  was  ACKNOWLEDGED   before  me  on  _____________,   1999,  by
___________________, the ___________________ of UNITED INVESTORS REALTY TRUST, a
Texas real estate investment trust, on behalf of said trust.


[S E A L]
My Commission Expires:                      Notary Public - State of Texas


                                            Printed Name of Notary Public



STATE OF TEXAS

COUNTY OF HARRIS

This instrument was ACKNOWLEDGED  before me on _____________,  1999, by DAVID C.
WILLIAMS,  Vice President of WELLS FARGO BANK, NATIONAL ASSOCIATION,  a national
banking association, on behalf of said association.


[S E A L]
My Commission Expires:                          Notary Public - State of Texas

                                                Printed Name of Notary Public





EXHIBIT A

DEEDS OF TRUST
AND ASSIGNMENTS OF RENTS


Property County Deed of Trust  Assignment of Rents Title Company Policy No. File
No.;  Vol./Pg.   File  No.;  Vol./Pg.

Autobahn
Bexar  98-0231157;   98-0231158   Lawyers  Title 91-00-625429 V. 7769/P. 0658


Bandera
Bexar 98-0231161; 98-0231162 Lawyers Title 91-00625428 V. 7769/P. 0726


Market at First Colony
Ft.  Bend  FBC  98104043  98-104044  Lawyers  Title  91-00-625431


Mason Park Harris  T453543   T453543  Lawyers  Title   91-00-625430
Loan No. 4277

                       ENVIRONMENTAL INDEMNITORS' CONSENT

     Each  of the  undersigned  (collectively,  "Indemnitors")  consents  to the
foregoing Modification  Agreement and the transactions  contemplated thereby and
reaffirms  its  obligations   under  the   Environmental   Indemnity   Agreement
("Indemnity")  dated August 25, 1998,  relating to the Pool Property  designated
below such Indemnitor's signature set forth below, and its waivers, as set forth
in the  Indemnity,  of each  and  every  one of the  possible  defenses  to such
obligations.  Indemnitor  further  reaffirms  that  its  obligations  under  the
Indemnity are separate and distinct from Borrower's obligations.

     Each Indemnitor  understands  that the Lender's  exercise of a non-judicial
foreclosure  sale under the subject Deed of Trust  relating to the Pool Property
so  designated  below  may  result  in an  adverse  effect  on any  subrogation,
reimbursement  or  contribution  rights  which  Indemnitor  may have against the
Borrower. Indemnitor specifically waives any and all rights and defenses arising
out of an election of remedies by Lender, even though that election of remedies,
such as a  nonjudicial  foreclosure  with  respect to security  for a guaranteed
obligation, may have an adverse effect on Indemnitor's rights of subrogation and
reimbursement against the principal.  Indemnitor further specifically waives any
and all rights and defenses that Indemnitor may have because  Borrower's debt is
secured by real property;  this means, among other things,  that: (1) Lender may
collect  from  Indemnitor  without  first  foreclosing  on any real or  personal
property  collateral  pledged by Borrower;  (2) if Lender forecloses on any real
property collateral pledged by Borrower,  then (A) the amount of the debt may be
reduced only by the price for which that  collateral is sold at the  foreclosure
sale,  even if the collateral is worth more than the sale price,  and (B) Lender
may  collect  from  Indemnitor  even if,  by  foreclosing  on the real  property
collateral, there might be an adverse affect on any right Indemnitor may have to
collect  from  Borrower.   The  foregoing   sentence  is  an  unconditional  and
irrevocable  waiver of any  rights  and  defenses  Indemnitor  may have  because
Borrower's debt is secured by real property.  This  understanding  and waiver is
made in  addition  to and not in  limitation  of any of the  existing  terms and
conditions of the Indemnity.

AGREED and dated as of December 13, 1999.

"INDEMNITORS"


a ______________________________________________

By:
Name:
Title:

PROPERTY:




a ______________________________________________

By:
Name:
Title:

PROPERTY:




a ______________________________________________

By:
Name:
Title:

PROPERTY:




a ______________________________________________

By:
Name:
Title:

PROPERTY:




a ______________________________________________

By:
Name:
Title:

PROPERTY:





Loan No. 4277

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

WELLS FARGO BANK, NATIONAL ASSOCIATION
Real Estate Group (AU #2199)
1000 Louisiana, 4th Fl.
Houston, TX  77002

Attn: April Konopka
Loan No.  4277

<PAGE>
Exhibit 10.41
                     FOURTH MODIFICATION OF CREDIT AGREEMENT
                                  Secured Loan

THIS FOURTH  MODIFICATION OF CREDIT AGREEMENT  ("Agreement")  dated December 13,
1999,  is entered  into by and between  WELLS FARGO BANK,  NATIONAL  ASSOCIATION
("Lender"),  and UNITED INVESTORS  REALTY TRUST, a Texas real estate  investment
trust ("Borrower").

                                 RECITALS

A.  Pursuant to the terms of that certain  Revolving  Credit  Agreement  between
Borrower and Lender dated as of August 25, 1998,  Lender made a revolving credit
facility  available to Borrower in the maximum  outstanding  principal amount of
THIRTY MILLION AND NO/100THS DOLLARS ($30,000,000.00) ("Credit Facility").  Such
Revolving  Credit  Agreement  has  been  previously   modified  by  Modification
Agreement dated January 25, 1999, and modification letter agreement entered into
in April,  1999,  and  further  modified  by that Third  Modification  of Credit
Agreement  dated  as of  December 13,  1999  (the "Third  Modification)  (such
Revolving   Credit   Agreement  and  all  such  previous   modifications   being
collectively referred to herein as the "Original Credit Agreement").

B. The Credit  Facility is evidenced by a promissory note dated as of August 25,
1998,  executed  by  Borrower  in favor of Lender,  in the  principal  amount of
$30,000,000.00  (the  "$30  Million  Note"),  and is  further  evidenced  by the
documents  described in the Original Credit Agreement as "Loan  Documents".  The
$30 Million  Note is secured by,  among  other  things,  those four (4) deeds of
trust  ("Deeds of Trust")  dated  August 25,  1998,  executed  by  Borrower,  as
Grantor,  to Stephen P. Prinz, as Trustee,  in favor of Lender,  as Beneficiary,
covering the real property and improvements  ("Property") therein described, and
those four (4)  Assignments  of Rents and Leases (the  "Assignments  of Rents"),
dated August 25, 1998, between Borrower,  as Assignor,  and Lender, as Assignee,
relating  to the  Property.  The Deeds of Trust and  Assignments  of Rents  were
recorded as set forth in Exhibit A attached hereto.

C. The $30 Million Note, Deeds of Trust,  Original Credit  Agreement,  the other
documents  described in the Original Credit Agreement as "Loan Documents",  this
Agreement,   the  $6.5  Million  Note   described   below,   together  with  all
modifications and amendments  thereto and any document required  hereunder,  are
collectively referred to herein as the "Loan Documents".

D. By this  Agreement,  Borrower and Lender  intend to modify and amend  certain
terms and provisions of the Loan Documents.  All capitalized terms not expressly
defined  herein  shall  have the  meanings  for such  terms as set  forth in the
Original Credit Agreement. All references herein to Sections shall mean Sections
in the Revolving Credit Agreement dated as of August 25, 1998,  unless otherwise
indicated.

NOW, THEREFORE, Borrower and Lender agree as follows:

1.  CONDITIONS  PRECEDENT.  The following are  conditions  precedent to Lender's
obligations under this Agreement:

     1.1. Receipt and approval by Lender of assurances acceptable to Lender that
the priority and  validity of the Deeds of Trust and  Assignments  of Rent given
prior to the date hereof, as amended by that certain First Amendment to Deeds of
Trust and  Assignments  of Rent  dated as of even  date  herewith,  executed  by
Borrower, as Grantor, and Lender, as Beneficiary,  have not been and will not be
impaired by this Agreement or the transactions contemplated hereby;

     1.2. Receipt by Lender of the executed  originals of this Agreement and the
$6.5 Million Note,  the  organizational  and  authorization  items  described in
Sections 5.1 (g) - (l),  relating to this Agreement and the $6.5 Million Note as
applicable, and any and all other documents and agreements which are required by
this  Agreement  or by any  other  Loan  Document,  each  in  form  and  content
acceptable to Lender;

     1.3.  Recordation in the Real Property  Records of the County where each of
the Properties is located of any documents  which are required to be recorded by
this Agreement or by any other Loan Document (if any);

     1.4.  Reimbursement  to Lender by Borrower of Lender's  costs and  expenses
incurred in connection  with this  Agreement and the  transactions  contemplated
hereby,  including,  without limitation,  title insurance costs, recording fees,
attorneys' fees, appraisal, engineers' and inspection fees, internal review fees
and  documentation  costs and charges,  whether such  services are  furnished by
Lender's employees or agents or by independent contractors;

     1.5. The  representations  and  warranties  contained in this Agreement are
true and correct;

     1.6.  The payment to Lender of a commitment  fee of 0.50% of the  aggregate
amount of the Additional Commitment;

     1.7.  Receipt by Lender of an opinion of counsel to the Loan  Parties,  and
addressed  to Lender in  substantially  the form  attached  as  EXHIBIT H of the
Original Credit Agreement, modified as provided below; and

     1.8.  Receipt by Lender of a  Reaffirmation  of  Guaranty  by all  existing
Guarantors  in the form  attached  as Exhibit  O, and a  Guaranty  by all new or
additional  entities required to be named as Guarantor under the Original Credit
Agreement, each such document modified as provided below.

2. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that:

     2.1. No Default,  breach or failure of  condition  has  occurred,  or would
exist with notice or the lapse of time or both,  under any of the Loan Documents
(as modified by this Agreement);

     2.2.  All  representations  and  warranties  herein  and in the other  Loan
Documents  are true and correct,  which  representations  and  warranties  shall
survive execution of this Agreement;

     2.3. The existing  Guarantors  executing the  Reaffirmation of Guaranty and
the new  Guarantors  executing the  additional  Guaranty  constitute  all of the
entities  required  under the Credit  Agreement  to serve as  Guarantors  of the
Credit Facility.

3.  MODIFICATION OF LOAN DOCUMENTS.  The Loan Documents are hereby  supplemented
and modified to  incorporate  the following,  which shall  supersede and prevail
over any conflicting provisions of the Loan Documents:

     3.1.  Additional  Commitment.  The  Commitment  Amount  set  forth  on  the
signature  page  of the  Revolving  Credit  Agreement  is  hereby  increased  to
$36,500,000.00. The increase of $6,500,000.00 provided in the foregoing sentence
is referred to as the "Additional Commitment".

3.2. $6.5 Million Note. The Additional Commitment is evidenced by the promissory
note dated as of December 13, 1999 (the "$6.5 Million  Note"),  in the principal
amount of  $6,500,000.00,  executed by  Borrower,  made  payable to the order of
Lender.  All  references in the Loan  Documents to "Note",  "Revolving  Note" or
"Notes"  shall mean and include  both the $30 Million  Note and the $6.5 Million
Note unless expressly stated otherwise.

     3.3.  Interest Rate Change.  "Adjustable LIBO Rate" means,  with respect to
any Interest  Period,  an interest rate per annum equal to the lesser of (a) the
sum of (1) the LIBO Rate with respect to such  Interest  Period plus (2) 1.5445%
or (b) the Maximum Lawful Rate.

     3.4.  Permitted  Investments.  Section 8.6(iv) is hereby amended to read as
follows:

     "Properties  in the process of  development,  such that the aggregate  book
value  of all such  Properties  under  development  and the  remaining  costs to
complete such Properties under development exceeds 15% of Gross Asset Value."

     3.5. The notice addresses in Section 11.1 are hereby amended as follows:

     (i) for  Borrower,  the  requirement  to send  copies of  notices  to Lewis
Sandler is hereby deleted and the following is substituted:

                           United Realty Investors Trust
                           5847 San Felipe, Suite 850
                           Houston, Texas  77057
                           Attn:  Chief Financial Officer
                           Telecopier:  713-268-6005
                           Telephone:  713-781-2860

     (ii) for Agent,  the addresses set forth in the Original  Credit  Agreement
are deleted and the following are substituted therefor:

                           Wells Fargo Bank, National Association
                           Disbursement and Operations Center
                           2120 East Park Place, Suite 100
                           El Segundo, California  90245
                           Attn:  Ms. Elizabeth MacDonald

                           with a copy to:

                           Wells Fargo Bank, National Association
                           1000 Louisiana, 4th Floor (AU#2199)
                           Houston, Texas  77002-5093
                           Attn:  Mr. David Williams

     3.6. Modification of Form Documents. All Loan Documents and other documents
at any time required to be executed or delivered  under the Credit  Agreement in
the forms of such documents  attached to the Revolving  Credit  Agreement  dated
August 25,  1998,  as exhibits  shall be executed  or  delivered  in such forms,
modified,  however,  as necessary  or  appropriate  to  correctly  refer to this
Agreement, the $6.5 Million Note and the modifications effected hereby.

     3.7. Expenses.  Borrower shall immediately pay Lender upon demand all costs
and expenses  incurred by Lender in connection with: (a) the preparation of this
Agreement,  all other Loan  Documents and Other Related  Documents  contemplated
hereby; (b) the  administration of this Agreement,  the other Loan Documents and
Other  Related  Documents  for the  term  of the  Credit  Facility;  and (c) the
enforcement or  satisfaction  by Lender of any of Borrower's  obligations  under
this Agreement, the other Loan Documents or the Other Related Documents. For all
purposes of this Agreement,  Lender's costs and expenses shall include,  without
limitation,  all appraisal fees, cost engineering and inspection fees,  internal
review fees, legal fees and expenses,  accounting fees, environmental consultant
fees,  auditor  fees,  and the cost to Lender of any title  insurance  premiums,
title  surveys,  release and notary fees.  Borrower  recognizes  and agrees that
formal  written  appraisals  of the  Property  and  Improvements  by a  licensed
independent  appraiser may be required by Lender's  internal  procedures  and/or
federal regulatory reporting  requirements on an annual and/or specialized basis
and that Lender  may, at its option,  require  inspection  of the  Property  and
Improvements by an independent  supervising  architect  and/or cost  engineering
specialist prior to each advance;  at least once each month during the course of
construction  even though no  disbursement  is to be made for that  month;  upon
completion of the Improvements and at least semi-annually  thereafter. If any of
the services  described  above are  provided by an employee of Lender,  Lender's
costs and expenses for such services  shall be  calculated  in  accordance  with
Lender's standard charge for such services.

     3.8. Year 2000 Covenant.  Borrower shall ensure that the following are Year
2000 Compliant in a timely manner, but in no event later than December 31, 1999:
(a) the Property and Improvements;  (b) Borrower itself; and (c) any other major
commercial  properties  and  entities  in  which  Borrower  holds a  controlling
interest.  Borrower  shall  further  make  reasonable  inquiries  of and request
reasonable  validation  that  each of the  following  are  similarly  Year  2000
Compliant:  (x) all major tenants or other entities from which Borrower receives
payments;  and (y) all  major  contractors,  suppliers,  service  providers  and
vendors of Borrower. As used in this paragraph, "major" shall mean properties or
entities  the failure of which to be Year 2000  Compliant  would have a material
adverse  economic  impact upon Borrower.  The term "Year 2000  Compliant"  shall
mean,  in  regard  to any  property  or  entity,  that all  software,  hardware,
equipment,  goods or systems utilized by or material to the physical operations,
business  operations,   or  financial  reporting  of  such  property  or  entity
(collectively,  the "systems")  will properly  perform date sensitive  functions
before,  during  and after  the year  2000.  In  furtherance  of this  covenant,
Borrower  shall,   in  addition  to  any  other  necessary   actions  perform  a
comprehensive  review and  assessment of all systems of Borrower,  [the Property
and  Improvements,]  and shall adopt a detailed plan, with itemized budget,  for
the testing, remediation, and monitoring of such systems. Borrower shall, within
thirty  business  days of  Lender's  written  request,  provide  to Lender  such
certifications or other evidence of Borrower's compliance with the terms of this
paragraph as Lender may from time to time reasonably require.

     4.  FORMATION  AND  ORGANIZATIONAL   DOCUMENTS.   Borrower  has  previously
delivered to Lender all of the relevant formation and  organizational  documents
of Borrower, of the partners or joint venturers of Borrower (if any), and of all
guarantors of the Credit  Facility (if any),  and all such  formation  documents
remain in full force and effect and have not been amended or modified since they
were  delivered  to  Lender.  Borrower  hereby  certifies  that:  (i) the  above
documents  are all of the relevant  formation  and  organizational  documents of
Borrower;  (ii) they  remain in full force and  effect;  and (iii) they have not
been amended or modified since they were previously delivered to Lender.

     5. HAZARDOUS SUBSTANCES. Without in any way limiting any other provision of
this  Agreement,  Borrower  expressly  reaffirms  as of  the  date  hereof,  and
continuing hereafter: (i) each and every representation and warranty in the Loan
Documents respecting  "Hazardous  Substances";  and (ii) each and every covenant
and indemnity in the Loan Documents respecting "Hazardous Substances".

     6.  ACKNOWLEDGMENT BY BORROWER.  Borrower hereby  acknowledges,  agrees and
represents that:

     (i) Borrower is indebted to Lender pursuant to the terms of the $30 Million
Note,  the $6.5  Million  Note and the  Original  Credit  Agreement  as modified
hereby;

     (ii) the liens, security interests and assignments created and evidenced by
the Loan  Documents,  including  but not limited to this  Agreement and the Loan
Documents expressly required in connection herewith,  are,  respectively,  valid
and  subsisting  liens,  security  interests and  assignments  of the respective
dignity and priority  recited in all Loan  Documents;  and such liens,  security
interests and assignments are given as security for all  indebtedness  evidenced
by all of the Loan Documents;

     (iii) there are no claims or offsets against,  or defenses or counterclaims
to, the terms or provisions  of the Loan  Documents,  and the other  obligations
created or evidenced by the Loan Documents;

     (iv) Borrower has no claims,  offsets,  defenses or  counterclaims  arising
from any of Lender's acts or omissions  with respect to the  Property,  the Loan
Documents or Lender's  performance  under the Loan  Documents or with respect to
the Property;

     (v) the representations and warranties  contained in the Loan Documents are
true and correct  representations  and warranties of Borrower and third parties,
as of the date hereof; and

     (vi) Lender is not in default  and no event has  occurred  which,  with the
passage of time, giving of notice, or both, would constitute a default by Lender
of Lender's obligations under the terms and provisions of the Loan Documents. To
the extent  Borrower  now has any claims,  offsets,  defenses  or  counterclaims
against  Lender or the  repayment  of all or a portion of the  Credit  Facility,
whether  known  or  unknown,  fixed  or  contingent,  same  are  hereby  forever
irrevocably waived and released in their entirety.

     7.  NON-IMPAIRMENT.  Except as expressly  provided herein,  nothing in this
Agreement shall alter or affect any provision,  condition, or covenant contained
in the Notes or other Loan Document or affect or impair any rights,  powers,  or
remedies  of  Lender,  it  being  the  intent  of the  parties  hereto  that the
provisions of the Notes and other Loan  Documents  shall  continue in full force
and effect except as expressly modified hereby.

     8.  MISCELLANEOUS.  This  Agreement and the other Loan  Documents  shall be
governed by and  interpreted in accordance  with the laws of the State of Texas,
except if preempted  by federal  law,  and except as  expressly  provided in the
Mortgages  covering  Property  located in states other than Texas. In any action
brought or arising out of this Agreement or the Loan  Documents,  Borrower,  and
the general  partners and joint  venturers of  Borrower,  hereby  consent to the
jurisdiction  of any federal or state court having proper venue within the State
of Texas and also consent to the service of process by any means  authorized  by
Texas or federal law. The headings used in this  Agreement  are for  convenience
only and shall be disregarded in interpreting the substantive provisions of this
Agreement.  All  capitalized  terms used herein,  which are not defined  herein,
shall have the meanings  given to them in the other Loan  Documents.  Time is of
the essence of each term of the Loan Documents, including this Agreement. If any
provision  of  this  Agreement  or any of the  other  Loan  Documents  shall  be
determined  by a court of  competent  jurisdiction  to be  invalid,  illegal  or
unenforceable,  that portion shall be deemed severed from this Agreement and the
remaining  parts shall remain in full force as though the invalid,  illegal,  or
unenforceable portion had never been a part thereof.

     9. INTEGRATION; INTERPRETATION. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE
PARTIES.  THERE ARE NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN THE  PARTIES.  THIS
INSTRUMENT  MAY BE AMENDED  ONLY BY AN  INSTRUMENT  IN WRITING  EXECUTED  BY THE
PARTIES HERETO.

     10. WAIVER OF CONSUMER  RIGHTS.  BORROWER HEREBY WAIVES  BORROWER'S  RIGHTS
UNDER THE  PROVISIONS OF CHAPTER 17,  SUBCHAPTER E,  SECTION 17.41 THROUGH 17.63
INCLUSIVE  OF THE TEXAS  BUSINESS  AND  COMMERCE  CODE,  GENERALLY  KNOWN AS THE
"DECEPTIVE TRADE PRACTICES-CONSUMER  PROTECTION ACT", A LAW THAT GIVES CONSUMERS
SPECIAL  RIGHTS  AND  PROTECTIONS.   AFTER  CONSULTATION  WITH  AN  ATTORNEY  OF
BORROWER'S OWN SELECTION,  BORROWER  VOLUNTARILY  CONSENTS TO THIS WAIVER. IT IS
THE INTENT OF LENDER AND BORROWER  THAT THE RIGHTS AND REMEDIES  WITH RESPECT TO
THIS  TRANSACTION  SHALL BE  GOVERNED BY LEGAL  PRINCIPLES  OTHER THAN THE TEXAS
DECEPTIVE TRADE  PRACTICES-CONSUMER  PROTECTION ACT. THE WAIVER SET FORTH HEREIN
SHALL EXPRESSLY SURVIVE THE TERMINATION OF THE REFERENCED TRANSACTION.  BORROWER
REPRESENTS  AND  WARRANTS TO LENDER THAT  BORROWER  (i) IS A BUSINESS  CONSUMER,
(ii) HAS  KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE
BORROWER TO EVALUATE THE MERITS AND RISKS OF THE SUBJECT  TRANSACTION,  (iii) IS
NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH RESPECT TO THE SUBJECT
TRANSACTION, AND (iv) HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL (WHO WAS
NOT,  DIRECTLY OR  INDIRECTLY,  IDENTIFIED,  SUGGESTED  OR SELECTED BY LENDER OR
LENDER'S AGENTS) IN CONNECTION WITH THE REFERENCED TRANSACTION.

<PAGE>
Exhibit 23.1



<PAGE>
     IN WITNESS  WHEREOF,  Borrower and Lender have caused this  Agreement to be
duly  executed  in  multiple  counterpart  originals  as of the date first above
written.

"LENDER/BENEFICIARY"

WELLS FARGO BANK,
NATIONAL ASSOCIATION



By:
Name: David C. Williams
Title: Vice President

"BORROWER/GRANTOR"

UNITED INVESTORS REALTY TRUST,
a Texas real estate investment trust

By:
Name:
Title:



STATE OF TEXAS

COUNTY OF

This  instrument  was  ACKNOWLEDGED   before  me  on  _____________,   1999,  by
___________________, the ___________________ of UNITED INVESTORS REALTY TRUST, a
Texas  real  estate  investment  trust,  on behalf of said  trust.  [S E A L] My
Commission Expires: Notary Public - State of Texas Printed Name of Notary Public


Loan No. 4277  C:\windows\TEMP\UIRT  Fourth Modification of Credit Agreement.doc
10  EXHIBIT  A DEEDS OF TRUST  AND  ASSIGNMENTS  OF RENTS

Property County Deed of Trust  Assignment of Rents Title Company Policy No. File
No.;  Vol./Pg.   File  No.;  Vol./Pg.

Autobahn Bexar 98-0231157; 98-0231158 Lawyers Title 91-00-625429 V. 7769/P. 0658


Bandera
Bexar  98-0231161;   98-0231162  Lawyers  Title  91-00625428  V.  7769/P.   0726

Market at First Colony
Ft.  Bend  FBC  98104043  98-104044  Lawyers  Title  91-00-625431

Mason Park  Harris  T453543   T453543  Lawyers  Title   91-00-625430
Loan No. 4277
<PAGE>
                     11 ENVIRONMENTAL INDEMNITORS' CONSENT

Each of the undersigned (collectively,  "Indemnitors") consents to the foregoing
Modification Agreement and the transactions contemplated thereby,  INCLUDING BUT
NOT LIMITED TO THE  ADDITIONAL  COMMITMENT  IN THE AMOUNT OF  $6,500,000.00  and
reaffirms  its  obligations   under  the   Environmental   Indemnity   Agreement
("Indemnity")  dated August 25, 1998,  relating to the Pool Property  designated
below such Indemnitor's signature set forth below, and its waivers, as set forth
in the  Indemnity,  of each  and  every  one of the  possible  defenses  to such
obligations.  Indemnitor  further  reaffirms  that  its  obligations  under  the
Indemnity are separate and distinct from Borrower's obligations. Each Indemnitor
understands that the Lender's exercise of a non-judicial  foreclosure sale under
the subject Deed of Trust relating to the Pool Property so designated  below may
result in an adverse effect on any  subrogation,  reimbursement  or contribution
rights which Indemnitor may have against the Borrower.  Indemnitor  specifically
waives any and all rights and defenses arising out of an election of remedies by
Lender, even though that election of remedies, such as a nonjudicial foreclosure
with respect to security for a guaranteed obligation, may have an adverse effect
on Indemnitor's  rights of subrogation and reimbursement  against the principal.
Indemnitor  further  specifically  waives any and all rights and  defenses  that
Indemnitor may have because  Borrower's  debt is secured by real property;  this
means, among other things,  that: (1) Lender may collect from Indemnitor without
first  foreclosing  on any  real or  personal  property  collateral  pledged  by
Borrower;  (2) if Lender forecloses on any real property  collateral  pledged by
Borrower,  then (A) the amount of the debt may be reduced  only by the price for
which that collateral is sold at the foreclosure sale, even if the collateral is
worth more than the sale price,  and (B) Lender may collect from Indemnitor even
if, by  foreclosing on the real property  collateral,  there might be an adverse
affect on any right Indemnitor may have to collect from Borrower.  The foregoing
sentence is an unconditional  and irrevocable  waiver of any rights and defenses
Indemnitor may have because  Borrower's  debt is secured by real property.  This
understanding  and waiver is made in addition to and not in limitation of any of
the  existing  terms and  conditions  of the  Indemnity.

                                   AGREED and dated as of
                                   December 13, 1999.

                                   "INDEMNITORS"


                                   By:
                                   Name:
                                   Title:

<PAGE>
Exhibit 10.42

                          GOLDING UNITED FISHHAWK LTD.


                        AGREEMENT OF LIMITED PARTNERSHIP


                          Dated as of December __, 1999



                                TABLE OF CONTENTS


ARTICLE I.....................................................................1
   1.01 Organization..........................................................1
   1.02 Name..................................................................1
   1.03 Principal Office; Registered Office; Registered Agent.................1
   1.04 Term..................................................................1
   1.05 Recording of Agreement................................................1
   1.06 Definitions...........................................................1
ARTICLE II....................................................................6
   2.01 Purpose of the Partnership............................................6
   2.02 Authority of the Partnership..........................................6
   2.03 Special Limitations...................................................6
ARTICLE III...................................................................7
   3.01 General Partner.......................................................7
   3.02 Initial Limited Partner...............................................7
   3.03 Additional Limited Partners...........................................8
   3.04 Partnership Capital...................................................8
   3.05 Capital Accounts......................................................9
   3.06 Liability of Partners.................................................9
   3.07 Defaults.............................................................10
   3.08.Pre-Development Expenses.............................................11
ARTICLE IV...................................................................11
   4.01. Determination and Allocation of Profits and Losses..................11
   4.02. Allocation of Losses................................................11
   4.03. Allocation of Profits...............................................12
   4.04. Tax Allocations.....................................................12
   4.05. Regulatory Allocations..............................................12
   4.06. Allocations in Event of Assignment; Prorations......................14
ARTICLE V....................................................................15
   5.01. Net Cash From Operations............................................15
   5.02. Limitation on Cash Distributions to Partners........................15
   5.03. Distribution Upon Sale or Refinancing of the Project................15
ARTICLE VI...................................................................15
   6.01. Management Power of General Partner.................................16
   6.02. Restrictions on the Authority of the General Partner................16
   6.03. Duties and Obligations of the General Partner.......................17
   6.04. Designation of Tax Matters Partner..................................18
   6.05. Other Businesses of Partners........................................19
   6.06.  Reimbursement and Compensation.....................................20
   6.07. Indemnification of the General Partner by the Partnership...........20
   6.08. Rights and Obligations of Limited Partners..........................20
ARTICLE VII..................................................................21
   7.01.  Withdrawal by General Partner......................................21
   7.02.  Incapacity of General Partner......................................22
   7.03.  Removal of General Partner.........................................22
   7.04.  Replacement of General Partner.....................................23
   7.05.  Admission of a Successor General Partner...........................23
   7.06.  Liability of Withdrawing General Partner...........................24
   7.07.  Consent of Limited Partners to Admission of Successor
          General Partners...................................................24
ARTICLE VIII.................................................................24
   8.01.  Restrictions on Transfers of Interest..............................24
   8.02.  Assignees..........................................................25
   8.03.  Substituted Limited Partners; New Limited Partners.................26
   8.04.  Indemnification and Terms of Admission.............................27
   8.05.  Incapacity of a Limited Partner....................................27
ARTICLE IX...................................................................27
   9.01.  Dissolution........................................................27
   9.02.  Liquidation........................................................28
ARTICLE X....................................................................29
   10.01. Amendments Generally...............................................29
   10.02. Adoption of Amendments.............................................29
   10.03. Amendments on Admission or Withdrawal of Partners..................29
   10.04. Amendment of Certificate...........................................29
ARTICLE XI...................................................................30
   11.01. Method of Giving Consent...........................................30
   11.02. Meetings...........................................................30
   11.03. Submissions to Limited Partners....................................30
ARTICLE XII..................................................................30
   12.01. Power of Attorney..................................................30
ARTICLE XIII.................................................................31
   13.01. Records and Accounting.............................................32
   13.02. Annual Reports.....................................................32
   13.03. Tax Information....................................................32
   13.04. Partnership Funds..................................................33
   13.05. Elections..........................................................33
ARTICLE XIV..................................................................33
   14.01. Notification.......................................................33
   14.02. Governing Law; Separability of Provisions..........................33
   14.03. Entire Agreement...................................................33
   14.04. Headings, Etc......................................................33
   14.05  Section and Schedule References....................................34
   14.06. Binding Provisions.................................................34
   14.07. No Waiver..........................................................34
   14.08. Legends............................................................34
   14.09. Conflicting Provisions.............................................34
   14.10. Counterparts.......................................................34

<PAGE>

                          GOLDING UNITED FISHHAWK LTD.

                          LIMITED PARTNERSHIP AGREEMENT


     This LIMITED PARTNERSHIP AGREEMENT  ("Agreement") is entered into and shall
be effective as of December __, 1999,  by and between  GOLDING  UNITED  FISHHAWK
INC., a Florida  corporation,  as the General Partner,  and UIRT FISHHAWK LLC, a
Florida limited liability company ("UIRT"), and The Stuart S. Golding Company, a
Florida corporation ("SSG"), as the Limited Partners, pursuant to the provisions
of the Act (as defined below), on the following terms and conditions:


                                   ARTICLE I.

                          ORGANIZATION AND DEFINITIONS

     1.01  Organization.  The parties to this Agreement  (jointly the "Partners"
and  individually  a "Partner")  enter into and form a partnership  as a Florida
limited  partnership (the  "Partnership") for the limited purposes and scope set
forth in this Agreement.  The  Partnership  shall be governed by the laws of the
State of Florida pursuant to this Agreement.  The Partners agree to continue the
Partnership in accordance with this Agreement.

     1.02 Name. The name of the Partnership is "Golding United FishHawk Ltd."

     1.03 Principal Office;  Registered Office;  Registered Agent. The principal
office  of  the  Partnership  will  be at  27001  US  Highway  19,  Suite  2095,
Clearwater,  Florida  33761,  or at such other  location  as  determined  by the
General Partner. The initial registered office of the Partnership will be at 701
Brickell Avenue, Suite 3000, Miami, Florida 33131.  Intrastate  Registered Agent
Corporation will be the initial registered agent of the Partnership.

     1.04 Term. The  Partnership  will commence as of the date of this Agreement
and will continue until December 31,  2051, or unless it is sooner terminated in
accordance with Article IX of this Agreement.

     1.05  Recording of  Agreement.  The General  Partner shall take all actions
necessary to file properly with the Florida  Department of State the Certificate
of Limited  Partnership,  Affidavit  of Capital  Contributions,  Certificate  of
Registered Agent and all other  documents,  as and to the extent required by the
laws of the State of Florida to reflect  this  Agreement as amended from time to
time. All filing fees will be paid by the Partnership. The General Partner shall
take all other action  necessary to perfect and  maintain the  Partnership  as a
limited  partnership  under the laws of the State of Florida  and (if and to the
extent required by applicable law) to amend the documents listed above from time
to time.

     1.06 Definitions.  As used in this Agreement,  the following terms have the
meanings ascribed to them in this Section 1.06 and include the plural as well as
the singular number:

    "Act" means the Florida Revised Uniform Limited  Partnership Act (1986), as
it may be amended, or any subsequent Florida law concerning limited partnerships
that is enacted in substitution for that law.

    "Additional  Limited  Partners"  shall mean those  Persons  admitted to the
Partnership pursuant to Section 3.03.

     "Agreement" means this Limited Partnership Agreement,  as amended from time
to time.

    "Book Gain" or "Book Loss" means gain or loss recognized by the Partnership
for book  purposes in any Fiscal Year or other period by reason of (i) a sale or
other disposition of any Partnership  asset, or (ii) an adjustment to Book Value
made  pursuant  to this  Agreement.  Book Gain or Book Loss shall be computed by
reference  to the Book  Value of the  asset as of the date of such sale or other
disposition rather than by reference to the tax basis of the asset at such date.
Every  reference in this  Agreement  to "gain" or "loss"  refers to Book Gain or
Book Loss,  rather than to tax gain or tax loss,  unless the context  manifestly
otherwise requires.

     "Book  Value" of an asset  means the gross  fair  market  value of an asset
(other than  cash),  as  determined  by the General  Partner,  transferred  as a
Capital Contribution to the Partnership or, as of any particular date, the value
at which the asset is reflected on the books of the Partnership as of such date.
The Book  Value of all  partnership  assets  shall be  adjusted  to equal  their
respective fair market values,  as determined by the General Partner,  as of the
following  times: (i) the acquisition of an additional  Partnership  Interest by
any new or  existing  Partner in  exchange  for more than a de  minimis  Capital
Contribution  or at the  time  otherwise  required  by  Section  3.03;  (ii) the
distribution by the Partnership to a Partner of more than a de minimis amount of
Partnership  property  or money in exchange  for all or a part of the  Partner's
Partnership  Interest or at the time otherwise  required by Section 3.03;  (iii)
the termination of the Partnership for federal income tax purposes in accordance
with Section  708(b)(1)(B)  of the Code;  and (iv) at any other time required by
Treasury  Regulations  1.704-1(b)(2)(iv),  1.704-2 or  1.704-3.  Adjustments  in
accordance with clauses (i) and (ii),  above,  shall be made only if the General
Partner determines that such adjustments are necessary or appropriate to reflect
the economic interests of the Partners in the Partnership. In addition, the Book
Value of any Partnership  asset  distributed to any Partner shall be adjusted to
its market value as determined on the date of distribution.

     "Capital  Account"  means the account  maintained  for each  Partner in the
Partnership's books of account in the manner described in Section 3.05.

     "Capital  Contribution"  means the total  amount of cash or other  property
(which value is to be  determined  by the General  Partner)  contributed  to the
equity of the  Partnership  by each  Partner  pursuant  to this  Agreement.  Any
reference in this Agreement to the Capital  Contribution  of either a Partner or
any assignee of a Partner includes any Capital  Contribution  previously made by
any prior Partner to whose  Partnership  Interest the then  existing  Partner or
assignee succeeded.

     "Code" means the Internal  Revenue Code of 1986,  as it may be amended,  or
any subsequent federal law concerning income tax as enacted in substitution for,
or that corresponds with, such Code.

     "Consent"   means  the   consent  of  a  Person,   given  as   provided  in
Section 11.01, to do the act or thing for which the consent is solicited, or the
act of granting  such  consent,  as the context may  require.  Reference  to the
Consent of a  majority  or  specified  percentage  in  interest  of the  Limited
Partners  means the  Consent of Limited  Partners  whose  aggregate  Partnership
Percentage  Interests represent over 50% or at least such specified  percentage,
as the case may be,  of the  Partnership  Percentage  Interests  of all  Limited
Partners.

     "Depreciation" means, 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 Fiscal Year or other period for federal income
tax  purposes,  except  that if the  Book  Value of an  asset  differs  from its
adjusted  basis for federal  income tax purposes at the beginning of such Fiscal
Year or other  period,  Depreciation  shall be that amount  which bears the same
relationship to the Book Value of such asset as the  depreciation,  amortization
or other cost recovery deduction allowable for federal income tax purposes bears
to its adjusted tax basis.

     "General  Partner"  means the Person  designated  in this  Agreement as the
general  partner of the Partnership and any Person who becomes a general partner
of the  Partnership  pursuant to this Agreement,  in the Person's  capacity as a
general partner of the Partnership.

     "General Partnership  Interest" means the Partnership Interest of a General
Partner representing its Capital Contribution and its right to receive its share
of the  Profits  and  Losses,  distributions  and  liquidation  proceeds  of the
Partnership,  all in accordance with the terms of this  Agreement,  and excludes
Partnership Rights.

     "Incapacity"  means,  as to any Person,  the  adjudication  of  bankruptcy,
incompetence or insanity,  or the death,  dissolution or termination (other than
by merger or consolidation), as the case may be, of such Person.

     "Limited  Partners"  means the Persons  designated in this Agreement as the
limited  partners of the Partnership and any Persons who become limited partners
of the  Partnership,  pursuant to this  Agreement,  in the Person's  capacity as
limited partners of the Partnership.

     "Limited Partnership  Interest" means the Partnership Interest of a Limited
Partner,  representing  the Capital  Contribution of the Limited Partner and the
right to  receive  its  share  of the  Profits  and  Losses,  distributions  and
liquidation  proceeds of the  Partnership,  all in accordance  with the terms of
this Agreement, and excludes Partnership Rights.

     "Master Agreement" means the Master Agreement dated as of December 14, 1999
between United Investors Realty Trust, a Texas real estate investment trust, and
The Stuart S. Golding Company, a Florida corporation.

     "Net Cash From  Operations"  means the gross cash proceeds from Partnership
operations  less the portion of such proceeds used to pay or establish  reserves
for all Partnership expenses, monthly scheduled debt payments (excluding balloon
payments),  capital  improvements,   replacements  and  contingencies,   all  as
determined by the General Partner in its sole and absolute discretion, provided,
however,  that "Net Cash From Operations"  shall not be reduced by depreciation,
amortization,  cost  recovery  deductions  or similar  allowances  and shall not
include any item that  constitutes  "Net Cash From Capital  Transactions."  "Net
Cash  From  Operations"  shall  be  increased  by  any  reductions  of  reserves
previously established.

     "Net Cash From  Capital  Transactions"  means the net cash  realized by the
Partnership by virtue of a sale, refinancing,  condemnation or other disposition
of the  Partnership's  property,  in whole or in part,  after (a)  repayment  of
applicable debt; (b) the payment of all expenses and amounts required to be paid
under the  instruments  evidencing or relating to such debt;  (c) the payment of
all expenses related to the  transaction;  and (d) the retention of such amounts
which the General Partner determines in its absolute discretion may be necessary
to  satisfy   contingencies   and  other   liabilities  or  obligations  of  the
Partnership.  Net Cash  From  Capital  Transactions  shall be  increased  by any
reductions of reserves previously established, which reserves previously reduced
the net cash from capital transactions.

     "Nonrecourse  Debt" means any  mortgage  securing  the Project or any other
Partnership  liability to the extent that no Partner (or related  person  within
the meaning of Treasury Regulations  1.752-4(b)) bears the economic risk of loss
for such liability under Treasury Regulations 1.752-2.

     "Nonrecourse  Deductions" has the meaning set forth in Treasury Regulations
1.704-2(c).

     "Notification" means a writing, containing the information required by this
Agreement to be communicated to any Person, sent as provided in Section 14.01.

     "Partner  Nonrecourse  Deductions" has the meaning, and shall be determined
in the manner, set forth in Treasury Regulations 1.704-2(i)(2).

     "Partner or  Partners"  refers to  individually,  or  jointly,  the General
Partner and the Limited Partner.

     "Partnership  Interest" includes only a Partner's Capital  Contribution and
the right to receive  its share of the Profits  and  Losses,  distributions  and
liquidation  proceeds of the  Partnership,  all in accordance  with the terms of
this Agreement, and excludes Partnership Rights.

     "Partnership   Minimum   Gain"  has  the  meaning  set  forth  in  Treasury
Regulations  1.704-2(d)  and, as provided in such  Treasury  Regulations,  shall
generally  be  determined  by  computing,  for  each  Nonrecourse  Debt  of  the
Partnership,  any Profit the  Partnership  would  realize if it  disposed of the
Partnership  assets  subject to that liability for no  consideration  other than
full satisfaction of the liability, and then aggregating the separate amounts of
Profit so computed for each Nonrecourse Debt.

     "Partnership  Percentage  Interest"  means with  respect to a Partner,  the
Partner's  percentage  interest  in the  Partnership's  allocations  of Profits,
Losses and cash and in-kind  distributions,  subject to the terms and conditions
of this Agreement and as set forth beside its name in Schedule "A".

     "Partnership  Rights" excludes the Partnership  Interest of a Partner,  and
includes, in addition to other rights provided
in this Agreement, the rights provided to it by the Act.

     "Person" means a natural person,  corporation,  trust,  partnership,  joint
venture, association, limited liability company or other business or other legal
entity.

    "Profit" or "Loss"  means,  for each Fiscal  Year,  an amount  equal to the
Partnership's  taxable  income or loss for such year,  determined  in accordance
with Code Section 703(a) (for this purpose,  all items of income,  gain, loss or
deduction  required to be stated  separately  pursuant to Code Section 703(a)(1)
shall be included in taxable income or loss), with the following adjustments:

     (i) Any income of the  Partnership  that is exempt from federal  income tax
and not otherwise taken into account in computing  Profit or Loss shall increase
Profit or decrease Loss, as the case may be;

     (ii)  Any  expenditures  of  the  Partnership  described  in  Code  Section
705(a)(2)(B) or treated as Code Section  705(a)(2)(B)  expenditures  pursuant to
Treasury  Regulations  Section  1.704-1(b)(2)(iv),   shall  decrease  Profit  or
increase Loss, as the case may be;

     (iii)In  lieu of the  depreciation,  amortization  or other  cost  recovery
deductions  taken into account in computing such taxable  income or loss,  there
shall be taken into account Depreciation for such Fiscal Year;

     (iv) Book Gain or Book Loss shall be taken into  account in lieu of any tax
gain or tax loss recognized by the
Partnership; and

     (v) Items of income,  gain, loss or deduction  specially allocated pursuant
to Section 4.04 or 4.05 shall not be
taken into account.

     If the  Partnership's  taxable  income  or loss for such  Fiscal  Year,  as
adjusted in the manner provided above, is a positive  amount,  such amount shall
be the Partnership's  Profit for such Fiscal Year; and if negative,  such amount
shall be the Partnership's Loss for such Fiscal Year.

    "Project"  means the acquisition and development of approximately nine acres
located at the southwest corner of FishHawk Boulevard and Lithia-Pinecrest  Road
in Lithia, Hillsborough County, Florida.

     "Pro Rata" means in the  proportion  that the item being  measured for each
Partner  bears to the  total  of all  such  items  for all  Partners  for whom a
contribution,  distribution  or  allocation  is due or  being  made,  shared  or
determined.

     "Substituted  Limited Partner" means any Person admitted to the Partnership
as a Limited Partner pursuant to the provisions of Section 8.03.

     "Tax Matters Partner" means the General Partner.

     "Treasury  Regulations" means the regulations of the United States Treasury
Department pertaining to the income tax, as amended, and any successor provision
to such regulations.


                                   ARTICLE II.

                     PURPOSE AND BUSINESS OF THE PARTNERSHIP

          2.01 Purpose of the  Partnership.  The Partnership has been formed for
     the purpose of developing,  managing, operating,  maintaining and otherwise
     dealing with the Project.

          2.02  Authority of the  Partnership.  To carry out its  purposes,  the
     Partnership,  consistent  with  and  subject  to  the  provisions  of  this
     Agreement and all  applicable  laws, is empowered and  authorized to do any
     and all acts and things incidental to, or necessary,  appropriate,  proper,
     advisable or convenient  for, the  furtherance  and  accomplishment  of its
     purposes  and the  protection  and benefit of the  Partnership,  including,
     without limitation:

          (a)developing,   constructing,   managing,   operating,   maintaining,
     improving, buying, selling, conveying,  licensing,  assigning,  exchanging,
     mortgaging  or  leasing  the  Project  or  personal   property   necessary,
     convenient  or  incidental  to the  accomplishment  of the  purpose  of the
     Partnership;

          (b)entering into any kind of activity, and performing and carrying out
     contracts of any kind, in connection  with, or necessary or incidental  to,
     the accomplishment of the purpose of the Partnership;

          (c)acquiring any real or personal property,  in fee, or under lease or
     by  license,  or any  right in or  appurtenant  to such  property,  that is
     necessary,  convenient  or  incidental  to the Project,  provided  that all
     property  owned  by  the  Partnership  shall  be  titled  and  held  in the
     Partnership's name;

          (d)borrowing   money  and  issuing   evidences  of   indebtedness   in
     furtherance  of the  Partnership  business  and  securing  any  Partnership
     indebtedness by mortgage, pledge, security interest or other lien; and

          (e)negotiating and concluding agreements for the sale, lease, license,
     exchange  or other  disposition  of all or any part of the  property of the
     Partnership, or for the refinancing of any indebtedness or mortgage loan on
     the property of the Partnership.

          2.03  Special  Limitations.   Notwithstanding  the  authority  of  the
     Partnership  set  forth in  Section  2.02 or any  other  provision  of this
     Agreement, the Partnership shall not:

          (a)engage  in any  business  or  activity  other  than the  ownership,
     development, leasing, management, operation and maintenance of the Project,
     and activities incidental to the Project;

          (b)acquire or own any material assets other than (i) the Project,  and
     (ii) such incidental  personal  property as may be necessary or appropriate
     for the operation of the Project;

          (c)commingle  its  assets  with  the  assets  of any  of  its  general
     partners, affiliates, principals or of any other person or entity;

          (d)fail to maintain  its records,  books of account and bank  accounts
     separate  and apart  from those of the  general  partners,  principals  and
     affiliates of the Partnership, the affiliates of any general partner of the
     Partnership.

          (e)enter  into any  contract or  agreement  with any general  partner,
     principal or affiliate of the Partnership, except upon terms and conditions
     that are intrinsically  fair and substantially  similar to those that would
     be  available on an  arms-length  basis with third  parties  other than any
     general partner, principal or affiliate of the Partnership.

          (f)seek the  dissolution  or winding up in whole,  or in part,  of the
     Partnership;

          (g)maintain  its  assets  in such a manner  that it will be  costly or
     difficult to segregate,  ascertain or identify its  individual  assets from
     those of any general partner, principal or affiliate of the Partnership, or
     any general  partner,  principal  or  affiliate of such person or any other
     person;

          (h)hold itself out to be responsible for the debts of another person;

          (i)make  any loans or  advances  to any  third  party,  including  any
     general partner, principal or affiliate of the Partnership,  or any general
     partner, principal or affiliate of such person;

          (j)fail to file its own tax returns;

          (k)fail  either to hold  itself  out to the  public as a legal  entity
     separate  and  distinct  from any other  entity or person or to conduct its
     business  solely in its own name in order not (i) to  mislead  others as to
     the identity with which such other party is transacting  business,  or (ii)
     to suggest that the  Partnership is responsible  for the debts of any third
     party (including any partner, principal or affiliate of the Partnership, or
     any general partner, principal or affiliate of such person); or

          (l)fail  to  maintain  adequate  capital  for the  normal  obligations
     reasonably foreseeable in a business of its size and character and in light
     of its contemplated business operations.




                                  ARTICLE III.

                           PARTNERS, CAPITAL, DEFAULTS

          3.01 General  Partner.  Golding  United  FishHawk  Inc. is the General
     Partner of the Partnership.  The name,  address,  Capital  Contribution and
     Partnership  Percentage  Interest of the  General  Partner are set forth in
     Schedule A,  as amended from time to time. The General Partner shall not be
     required  to lend any funds to the  Partnership  or to make any  additional
     Capital Contribution to the Partnership not specifically  described in this
     Article III or in the Master Agreement.

          3.02 Initial  Limited  Partners.  UIRT and SSG are the initial Limited
     Partners of the Partnership.  Their addresses,  Capital  Contributions  and
     Partnership  Percentage  Interests are set forth in Schedule A,  as amended
     from time to time.  No Limited  Partner shall be required to lend any funds
     to the  Partnership or to make any additional  Capital  Contribution to the
     Partnership not  specifically  described in this  Article III in the Master
     Agreement.

          3.03 Additional Limited Partners.  Except as specifically  provided to
     the  contrary  in this  Agreement,  the General  Partner is not  authorized
     without the written  consent of the  Limited  Partners to admit  Additional
     Limited Partners to the Partnership.

          3.04 Partnership Capital.

          (a)  (i)  All  Capital  Contributions  made  by  the  Partners  to the
     Partnership pursuant to this Section 3.04(a) shall be made Pro Rata by each
     Partner,  according to its  Partnership  Percentage  Interest,  and are set
     forth in Schedule A.

          (ii) Any Capital  Contribution  required  to be made  pursuant to this
     Section 3.04(a)  shall be made by each  Partner  to the  Partnership  by no
     later than ten  business  days after  notice by the  General  Partner.  The
     General  Partner shall use its best efforts to provide  informal  notice to
     the Partners of the pending request for Capital  Contributions  at least 30
     days prior to the deadline for the making of such Capital Contributions.

          (b)No Partner shall be paid  interest on any Capital  Contribution  to
     the Partnership or on such Partner's Capital Account.

          (c)A  Partner  shall  not  receive  from  the  Partnership  or  out of
     Partnership  property,  and the Partnership  shall not return to a Partner,
     any part of its  Capital  Contribution,  except  (i) to the  extent  that a
     distribution  is  determined  to  be  a  return  of  a  Partner's   Capital
     Contribution,   or  (ii) pursuant  to  the  dissolution,   winding  up  and
     termination  of the  Partnership,  and then in each  case  only if  (1) all
     liabilities  of the  Partnership,  except  liabilities  to the  Partners on
     account of their Capital Contributions or any Partner loans, have been paid
     or there remains  property of the  Partnership  sufficient to pay them, and
     (2) the  Partnership s  Certificate of Limited  Partnership is cancelled or
     amended,  if necessary,  to reflect the  withdrawal  and  reduction.  Under
     circumstances requiring or permitting a return of its Capital Contribution,
     a Partner  may  demand  and  receive  only cash in return  for its  Capital
     Contribution,  unless the General Partner decides to distribute Partnership
     property in kind to the Partners.  Each Partner,  by signing this Agreement
     or a counterpart of it, consents to all distributions of cash, property and
     capital  authorized by this  Agreement and releases all other Partners from
     all liability to both it and the Partnership for all capital  distributions
     made in accordance with this Agreement.

          (d)The General Partner may from time to time determine that additional
     capital  (in  addition  to  the  Capital   Contributions   required   under
     Section 3.04(a))  is  required  in  order to  achieve  the  purpose  of the
     Partnership described in Section 2.01 above. Upon such a determination,  in
     the  event all of the  Limited  Partners  do not  agree to make  additional
     Capital  Contributions  Pro Rata in the aggregate amount  determined by the
     General Partner, the General Partner is authorized, notwithstanding Section
     3.03 to the  contrary and without the need for  additional  approval by the
     Limited  Partners,  to offer  additional  interests in the  Partnership  to
     investors  upon such terms and  conditions as are determined by the General
     Partner to be fair and  reasonable.  The General  Partner shall first offer
     such  additional  interests  in the  Partnership  to those  Persons who are
     Partners in the  Partnership at the time of such offer,  Pro Rata according
     to each such Person's Partnership Percentage Interest. Any unsold interests
     in the  Partnership  after such initial  offering can then be sold to other
     investors,  who shall be admitted to the  Partnership as Limited  Partners.
     The General Partner is authorized to take all necessary actions,  including
     the  amendment of this  Agreement,  to reflect the admission of new Limited
     Partners  and  the  adjustment  of  the  Partners'  Partnership  Percentage
     Interests,  resulting  from the  offering of  additional  interests  in the
     Partnership  pursuant to this Section 3.4(d).  Notwithstanding  anything to
     the contrary contained in this Section 3.04 or elsewhere in this Agreement,
     no Partner shall be obligated to make additional Capital Contributions.

          3.05 Capital Accounts.

          (a)A separate  Capital Account shall be maintained for each Partner in
     accordance with the following provisions:

          (i) To each  Partner's  Capital  Account  there shall be credited such
     Partner's  Capital  Contributions,  such  Partner's  distributive  share of
     Profits,  and any items of Profits that are specially allocated pursuant to
     Article IV,  and the amount of any Partnership liabilities that are assumed
     by such Partner or that are secured by any Partnership property distributed
     to such Partner.

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

          (b)The foregoing provisions and the other provisions of this Agreement
     relating to the maintenance of Capital Accounts are intended to comply with
     Treasury Regulations 1.704-1(b),  and shall be interpreted and applied in a
     manner consistent with such Treasury Regulations.  In the event the General
     Partner  shall  determine  that it is prudent to modify the manner in which
     the Capital Accounts, or any debits or credits to the Capital Accounts, are
     computed in order to comply  with such  Treasury  Regulations,  the General
     Partner may make such  modification.  The General  Partner shall adjust the
     amounts  debited or credited to Capital  Accounts  with  respect to (i) any
     property  contributed  to the  Partnership  or distributed to a Partner and
     (ii) any  liabilities  that are secured by such  contributed or distributed
     property or that are assumed by the Partnership or a Partner,  in the event
     the General  Partner  determines  that such  adjustments  are  necessary or
     appropriate pursuant to Treasury Regulations 1.704-1(b)(2)(iv). The General
     Partner  also  shall  make  any  appropriate  modifications  in  the  event
     unanticipated  events might  otherwise  cause this  Agreement not to comply
     with Treasury Regulations 1.704-1(b).

          3.06 Liability of Partners.

          (a)Subject  to  Section 3.06(b),  no  Limited  Partner  shall have any
     personal liability whatsoever in its capacity as a Limited Partner, whether
     to the  Partnership,  to any of the  Partners  or to the  creditors  of the
     Partnership, for the debts, liabilities, contracts or any other obligations
     of the Partnership, or for any losses of the Partnership. A Limited Partner
     shall be liable  only to make its  Capital  Contributions  and shall not be
     required  to lend any  funds  to the  Partnership  or,  after  its  Capital
     Contributions shall have been paid, subject to Section 3.06(b), to make any
     further  Capital  Contributions  to  the  Partnership  or to  repay  to the
     Partnership,  any  Partner or any  creditor of the  Partnership  all or any
     fraction of any negative amount of such Limited Partner's Capital Account.

          (b)In  accordance  with the law of the  State of  Florida,  a  limited
     partner of a partnership may, under certain  circumstances,  be required to
     return  to the  partnership,  for the  benefit  of  partnership  creditors,
     amounts,  with interest on such  amounts,  previously  distributed  to such
     partner as a return of  capital.  It is the intent of the  General  Partner
     that no distribution to any Limited Partner pursuant to Section 5.01  shall
     be deemed a return or  withdrawal of capital,  and that no Limited  Partner
     shall be  obligated  to pay any such  amount to or for the  account  of the
     Partnership or any creditor of the  Partnership.  However,  if any court of
     competent  jurisdiction holds that,  notwithstanding the provisions of this
     Agreement,  any Limited Partner is obligated to make any such payment, such
     obligation  shall be the obligation of such Limited  Partner and not of the
     General Partner.

          (c)The  General  Partner shall not have any personal  liability to any
     Limited Partner for the repayment of any amounts outstanding in the Capital
     Account  of a Limited  Partner,  including,  but not  limited  to,  Capital
     Contributions.  Any such  payment  shall be solely  from the  assets of the
     Partnership. The General Partner shall not be liable to any Limited Partner
     by any reason of any change in the federal income tax laws as they apply to
     the  Partnership  and the Limited  Partners,  whether  such  change  occurs
     through  legislative,  judicial or  administrative  action,  so long as the
     General Partner has acted in good faith and in a manner reasonably believed
     to be in the best interests of the Limited Partners.

          (d)The  General  Partner shall have no personal  liability to repay to
     the  Partnership  any portion or all of any negative  amount of the General
     Partner's Capital Account, except as otherwise provided in Section 9.02(c).

          3.07 Defaults.

          (a)Each   Partner,   by  its  execution  of  this  Agreement,   hereby
     acknowledges  and agrees that such Partner's  obligation to pay any Capital
     Contributions at the times and in the amounts described in  Section 3.04(a)
     constitutes a legally  enforceable  obligation of such Partner and consents
     to the  enforcement  and collection of such  obligation by any legal means,
     without  the  requirement  of  any  prior  accounting  or  other  equitable
     procedure on the part of the Partnership.

          (b)The  General  Partner,  subject to the  unanimous  approval  of the
     non-Defaulting  Partners,  can  agree  to not  cause  the  forfeiture  of a
     Defaulting  Partner's  Interest in the  Partnership and can agree to permit
     such Defaulting  Partner to cure its default on such terms as are agreed to
     by the General Partner  (subject to the approval of all the  non-Defaulting
     Partners) and the Defaulting Partner. Each Partner acknowledges and agrees,
     however,  that, because the making of Capital Contributions by the Partners
     to the  Partnership  on a timely basis is necessary for the  Partnership to
     fulfill its purpose,  and the Partnership and the  non-Defaulting  Partners
     will be substantially  damaged by the Defaulting  Partner's failure to make
     its Capital Contributions on a timely basis, the forfeiture of a Defaulting
     Partner's  interest  in the  Partnership  is an  appropriate  remedy  for a
     default by such a Partner,  regardless  of the fact that such Partner might
     previously have made Capital Contributions to the Partnership that have not
     been returned to the Partner.

          (c)A  Defaulting   Partner  shall  have  no  Partnership  Rights  that
     otherwise are provided to a Partner under the terms of this Agreement.

          (d)The Capital Contribution obligations of the non-Defaulting Partners
     shall  not  increase  as a  result  of  the  default  of a  Partner  or the
     forfeiture of a Defaulting  Partner's  interest in the Partnership,  unless
     otherwise unanimously agreed to by the non-Defaulting Partners.

          3.08.  Pre-Development  Expenses.  Amounts expended by a Partner prior
     to the  execution  of this  Agreement  that are  listed in  Schedule  B and
     included in  Prepartnership  Expenses in  accordance  with Section  6.06(c)
     shall be  treated  as  Capital  Contributions  or,  at the  option  of such
     Partner, as loans by such Partner to the Partnership. If the Partner elects
     to treat such amounts as Capital  Contributions,  such amounts shall reduce
     the amount of cash Capital  Contributions  that the Partner would otherwise
     be obligated to make to the Partnership pursuant to Section 3.04(a)(i).


                                   ARTICLE IV

                               PROFITS AND LOSSES

          4.01.  Determination and Allocation of Profits and Losses. Profits and
     Losses of the  Partnership  shall be determined for each Fiscal Year of the
     Partnership in accordance with the method of income tax accounting  adopted
     by the General Partner for the Partnership  consistently  applied and shall
     be  allocated  among  the  Partners  in the  manner  provided  for in  this
     Article IV.

          4.02.  Allocation of Losses. The Partnership's Losses, if any, arising
     in a Fiscal Year shall be allocated among the Partners as follows:

          (a)First:  To the extent of the  aggregate  positive  Capital  Account
     balances of the Partners as of the end of the Fiscal Year,  Pro Rata to the
     Partners in accordance  with each such Partner's  positive  Capital Account
     balance; and then

          (b)Second: To the General Partner.

          For purposes of Section 4.02(a),  a Partner's Capital Account shall be
     reduced     for     items     described     in     Treasury     Regulations
     1.704-1(b)(2)(ii)(d)(4),  (5)  and  (6).  Subject  to  the  next  following
     sentence, and notwithstanding Section 4.02(a) to the contrary,  Nonrecourse
     Deductions  shall be allocated  among the  Partners Pro Rata in  accordance
     with  their  respective  Partnership  Percentage  Interests,  even  if  the
     allocation  results in a Limited Partner having a negative  Capital Account
     Balance.  With  respect to any  Partner,  the amount of Loss for any Fiscal
     Year or other period that would  otherwise be allocated to a Partner  under
     Section  4.02(a)  shall  not be so  allocated  if to do so  would  cause or
     increase a negative balance in such Partner's  Capital Account in excess of
     such Partner's share of Partnership  Minimum Gain (including such Partner's
     share,  if any,  of Partner  Nonrecourse  Debt  Minimum  Gain as defined in
     Treasury Regulations  1.704-2(i)(2)).  Any Loss in excess of the limitation
     set forth in the  immediately  preceding  sentence shall be allocated under
     Section  4.02(a) among the Partners Pro Rata in accordance with the amounts
     not in excess of such limitation for such Partners with the balance of such
     Loss, if any,  allocated to the General  Partner in accordance with Section
     4.02(b).

          4.03. Allocation of Profits. Profits arising in a Fiscal Year shall be
     allocated among the Partners as follows:

          (a)First:  To the  General  Partner  until  Profits  allocated  to the
     General  Partner  during  the  term  of the  Partnership  pursuant  to this
     Section 4.03(a)  equal Losses  allocated to the General  Partner during the
     term of the Partnership pursuant to Section 4.02(b); then

          (b)Second:  To the Partners Pro Rata in accordance  with the amount of
     Losses  allocated to each Partner  pursuant to  Section 4.02(a)  during the
     term of the Partnership,  until the Profits  allocated to each such Partner
     during the term of the Partnership pursuant to this  Section 4.03(b)  equal
     the amount of Losses  allocated to each such Partner during the term of the
     Partnership pursuant to Section 4.02(a); and then

          (c)Third: To the Partners Pro Rata in accordance with their respective
     Partnership Percentage Interests.


          4.04. Tax Allocations.

          (a)Except as otherwise provided in this Agreement,  for Federal income
     tax purposes,  all items of  Partnership  income,  gain,  loss,  deduction,
     basis,  amount  realized and credit,  and the  character and source of such
     items,  shall be  allocated  among the  Partners  in the same manner as the
     corresponding  items  of  income,  gain,  loss,  deduction  or  credit  are
     allocated to Capital  Accounts in accordance  with Sections  4.02,  4.03 or
     4.05. The  Partnership  shall maintain such books,  records and accounts as
     are necessary to make such allocations.

          (b)The  General  Partner  is  authorized  to make,  for tax  purposes,
     allocations of income,  gain, loss or deduction or adopt conventions as are
     necessary or appropriate to comply with the relevant  Treasury  Regulations
     or Internal  Revenue  Service  pronouncements  under Section  704(c) of the
     Code, and in particular,  in respect of a Capital  Contribution of property
     other than cash and adjustments to the Book Value of Partnership  assets at
     the times  specified in the definition of Book Value.  Allocations  will be
     made in a  manner  consistent  with  Treasury  Regulations  1.704-3  and in
     conformity    with   Treasury    Regulations    1.704-1(b)(2)(iv)(f)    and
     1.704-1(b)(4)(i).

       4.05.      Regulatory Allocations.

          (a)Qualified  Income Offset. If any Partner  unexpectedly  receives an
     adjustment,  allocation or distribution  described in Treasury  Regulations
     Section  1.704-1(b)(2)(ii)(d)(4),  (5) or (6) in any  Fiscal  Year or other
     period,  and as a  result  would,  but for  this  Section  4.05(a),  have a
     negative  balance in its Capital  Account as of the last day of such Fiscal
     Year or other  period  which is in excess of the sum of (i) the  amount (if
     any) such Partner is obligated to restore  (whether under this Agreement or
     otherwise,  and  including  for  this  purpose,  without  limitation,  such
     partner's exposure with respect to debt or other obligations or liabilities
     of the  Partnership)  and  (ii)  the  amount  of such  Partner's  share  of
     Partnership  Minimum Gain  (including for this purpose such Partner's share
     of Partner  Nonrecourse  Debt Minimum Gain) as of such last day, then items
     of income and gain of the Partnership  (consisting of a pro rata portion of
     each item of Partnership income,  including gross income and gain) for such
     Fiscal Year or other period (and, if necessary, for subsequent Fiscal Years
     or periods) shall be specially  allocated to such Partner in the amount and
     in the  proportions  required  to  eliminate  such  excess  as  quickly  as
     possible. For purposes of this Section 4.05(a), a Partner's Capital Account
     shall be computed  as of the last day of a Fiscal  Year or other  period in
     the  manner  provided  in  Section  3.06,  but  shall be  increased  by any
     allocation  of income to such  Partner for such Fiscal Year or other period
     under Sections 4.05(b), 4.05(c) and 4.05(d).

          (b)Gross  Income  Allocation.  If any Partner would  otherwise  have a
     negative  balance in its  Capital  Account as of the last day of any Fiscal
     Year or other  period  which is in excess of the sum of (i) the  amount (if
     any) such Partner is obligated to restore  (whether under this Agreement or
     otherwise,  and  including  for  this  purpose,  without  limitation,  such
     Partner's exposure with respect to debt or other obligations or liabilities
     of the  Partnership)  and  (ii)  the  amount  of such  partner's  share  of
     Partnership  Minimum Gain  (including for this purpose such partner's share
     of Partner  Nonrecourse  Debt Minimum Gain) as of such last day, then items
     of income and gain of the Partnership shall be specially  allocated to such
     Partner (in the manner  specified  in Section  4.05(a)) so as to  eliminate
     such excess as quickly as possible. For purposes of this Section 4.05(b), a
     Partner's  Capital Account shall be computed as of the last day of a Fiscal
     Year or other period in the manner  provided in Section 3.06,  but shall be
     increased by any  allocation of income to such Partner for such Fiscal Year
     or other period under Sections 4.05(c) and 4.05(d).

          (c)Partnership Minimum Gain Chargeback.  If there is a net decrease in
     Partnership  Minimum  Gain  during any Fiscal  Year or other  period,  each
     partner shall be allocated  items of  Partnership  income and gain for such
     Fiscal Year or other period (and, if necessary, for subsequent Fiscal Years
     or periods) in proportion to, and to the extent of, an amount equal to such
     Partner's share of the net decrease in Partnership Minimum Gain during such
     Fiscal  Year or  other  period,  determined  in  accordance  with  Treasury
     Regulations 1.704-2(g). The requirement set forth in the preceding sentence
     shall be subject to the exceptions and limitations  referred to in Treasury
     Regulations  1.704-2(f).  This Section  4.05(c) is intended to constitute a
     "minimum gain  chargeback"  provision as described in Treasury  Regulations
     1.704-2(f)  and shall be construed so as to meet the  requirements  of such
     Treasury Regulation.

          (d)Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net
     decrease in Partner Nonrecourse Debt Minimum Gain during any Fiscal Year or
     other period,  each Partner shall be allocated items of Partnership  income
     and gain for such Fiscal  Year or other  period  (and,  if  necessary,  for
     subsequent Fiscal Years or periods) in proportion to, and to the extent of,
     an amount  equal to such  Partner's  share of the net  decrease  in Partner
     Nonrecourse  Debt  Minimum  Gain during  such Fiscal Year or other  period,
     determined  in  a  manner   consistent  with  the  provisions  of  Treasury
     Regulations  1.704-2(g)(2).  The  requirement  set  forth in the  preceding
     sentence shall be subject to the exceptions and limitations  referred to in
     Treasury  Regulations  1.704-2(i)(4).  This  Section 4.05(d) is intended to
     comply with the minimum gain chargeback  requirement  contained in Treasury
     Regulations  1.704-2(i)(4),  and  shall  be  construed  so as to  meet  the
     requirements of said Treasury Regulation.

          (e)Partner  Nonrecourse  Deductions.  If one or more Partners bear the
     economic  risk of loss  (within  the  meaning  of  Section  1.752-2  of the
     Treasury Regulations) with respect to any Partner Nonrecourse Debt, Partner
     Nonrecourse  Deductions  attributable to such debt shall be allocated among
     such  Partners in accordance  with the ratios in which such Partners  share
     the economic risk of loss for such Partner Nonrecourse Debt.

          (f)Curative Allocations.  The allocations set forth in Section 4.05(a)
     through (e) above (the  "Regulatory  Allocations")  are  intended to comply
     with certain requirements of Treasury  Regulations  1.704-1(b) and 1.704-2.
     The Regulatory  Allocations  may not be consistent with the manner in which
     the  Partners  intend  to  allocate  Profit  and  Loss or make  Partnership
     distributions.  Accordingly,  notwithstanding  the other provisions of this
     Article IV, but subject to the Regulatory Allocations,  the General Partner
     is hereby directed to reallocate items of income,  gain, deduction and loss
     among  the  Partners  so as to  eliminate  the  effect  of  the  Regulatory
     Allocations  and thereby to cause the  respective  Capital  Accounts of the
     Partners  to be in the amounts  (or as close to such  amounts as  possible)
     that  they  would  have been if Profit  and Loss (and such  other  items of
     income,  gain,  deduction and loss) had been allocated without reference to
     the Regulatory  Allocations.  In general,  the General Partner  anticipates
     that this will be  accomplished  by specially  allocating  other Profit and
     Loss (and such other items of income,  gain,  deduction and loss) among the
     Partners  so that the net  amount of the  Regulatory  Allocations  and such
     special allocations to each such Partner is zero. The General Partner shall
     have  discretion to accomplish  this result in any  reasonable  manner.  In
     addition,  if in any Fiscal  Year or other  period  there is a decrease  in
     Partnership  Minimum Gain, or in Partner Nonrecourse Debt Minimum Gain, and
     application  of the  minimum  gain  chargeback  requirements  contained  in
     Section 4.05(c) or Section 4.05(d) would cause a distortion in the economic
     arrangement  among the  Partners,  the General  Partner may, if the General
     Partner does not expect that the  Partnership  will have  sufficient  other
     income to correct such distortion,  request the Internal Revenue Service to
     waive either or both of such minimum gain chargeback requirements.  If such
     request is granted,  this Agreement shall be applied in such instance as if
     it did not contain such minimum gain chargeback requirements.

          4.06. Allocations in Event of Assignment; Prorations.

          (a)Subject in all cases to  applicable  law, if there is an assignment
     of all or any part of a Partner's  Partnership  Interest,  for  purposes of
     allocations of Profits and Losses and  distributions  of cash and property,
     the effective date of the assignment as to the Partnership will be:  (i) in
     the case of a voluntary  assignment under Article VIII,  the effective date
     stated in the assignment  instrument or such other date as the assignor and
     assignee agree,  but not earlier than the date the General Partner receives
     Notification  of the  assignment;  or  (ii) in the  case of an  involuntary
     assignment,  the  date of the  operative  event.  Profits  and  Losses  and
     distributions  of cash and property shall be allocated to the Person owning
     the  Partnership  Interest at the time of the occurrence of the Profits and
     Losses or distribution, as the case may be.

          (b)In the event of the admission of a new Partner,  the termination of
     a  Partner's  interest  in  the  Partnership  or a  change  in a  Partner's
     Partnership  Interest,  at any time  other  than  the end of a  Partnership
     Fiscal  Year,  the  new  Partner's  or  remaining  Partners'  share  of the
     Partnership's Profits and Losses shall be allocated between the new Partner
     and the other Partners,  or the remaining Partners,  as the case may be, in
     the same ratio as the number of days in such  Fiscal  Year before and after
     the date of such admission,  termination or change; provided, however, that
     if  there  has  been  a  sale  or  other  disposition   (including  in-kind
     distributions  to  Partners)  of the  assets  of the  Partnership  (or  any
     material part of such assets) during such year, then the Partnership  shall
     treat the periods before and after the date of such admission,  termination
     or change as separate  years for the purpose of allocating  the Profits and
     Losses  (including  the Profits and Losses  deemed to be realized  upon the
     distribution of assets in kind to Partners) associated with such events and
     shall allocate such items accordingly.  Notwithstanding the foregoing,  the
     Partnership's  "allocable  cash  basis  items,"  as  that  term  is used in
     Section 706(d)(2)(B)  of the  Code,  shall  be  allocated  as  required  by
     Section 706(d)(2)  of the Code  and the  Treasury  Regulations  promulgated
     under such Code section.


                                    ARTICLE V

                                  DISTRIBUTIONS

          5.01. Net Cash From Operations.  Within a reasonable  period after the
     end of each calendar  year,  or at more or less  frequent  intervals as the
     General Partner may determine in its sole  discretion,  the General Partner
     shall distribute Net Cash From Operations, if any, to the Partners Pro Rata
     in accordance with their respective Partnership  Percentage Interests.  The
     General Partner, subject to Section 5.02, will use best efforts, but is not
     required,  to make  distributions to Partners under this Section 5.01(a) in
     amounts  sufficient  so that they can satisfy their  respective  income tax
     liabilities.  In making such  distributions,  the General Partner shall (i)
     assume  all  Partners  are  subject  to a state  income  tax at a rate of 5
     percent  (deductible for federal income tax purposes) and to federal income
     tax at the highest rate specified in Section 1 of the Code;  (ii) disregard
     the income,  losses or other tax  attributes  from  sources  other than the
     Partnership;  and (iii) take into  account  all  distributions  made by the
     partnership  with  respect to prior  Fiscal  Years and the  allocations  of
     Profits  and Losses to such  Partners in such  Years.  Notwithstanding  the
     foregoing,  the General Partner's ability to make distributions of Net Cash
     From Operations may be limited by the terms of the  instruments  evidencing
     the Partnership's indebtedness.

               5.02.  Limitation on Cash Distributions to Partners.  The General
          Partner shall not distribute  Net Cash From  Operations to any Partner
          unless,  after such distribution is made, the fair market value of the
          Partnership's assets exceeds 140% of its total liabilities,  excluding
          liabilities  to the  Partners  on account of their  loans and  Capital
          Contributions.

               5.03. Distribution Upon Sale or Refinancing of the Project.

               (a)Upon the sale or other disposition of all or substantially all
          of  the  assets  of  the  Partnership  causing  a  dissolution  of the
          Partnership under Section 9.01(a)(v), the proceeds from such a sale or
          distribution  shall be distributed to the Partners in accordance  with
          Section 9.02.

               (b)Upon  any  other  event   generating  Net  Cash  From  Capital
          Transactions not described in Section 5.03 (a), such Net Cash shall be
          distributed to the Partners in the following orders of priority:

               (i) First:  Pro Rata to those Partners  having  positive  Capital
          Account  balances in proportion to such positive  balances  until they
          are reduced to zero; and then

               (ii) Second:  Pro Rata to the Partners in  accordance  with their
          respective Partnership Percentage Interests.

                                   ARTICLE VI

                                   MANAGEMENT

               6.01.  Management Power of General Partner.  Subject to the terms
          of this Agreement,  the General Partner shall have full, exclusive and
          complete  discretion in the  management  and control of the affairs of
          the  Partnership,  shall  make  all  decisions  affecting  Partnership
          affairs, and shall have all of the rights, powers and obligations of a
          general partner of a limited  partnership  under the Act and otherwise
          as provided by law.  Except as  otherwise  expressly  provided in this
          Agreement,  the General Partner is hereby granted the right, power and
          authority to do on behalf of the  Partnership all things which, in its
          sole   judgment,   are   necessary  or   appropriate   to  manage  the
          Partnership's  affairs and fulfill  the  purposes of the  Partnership,
          including,  by way of illustration  and not by way of limitation,  the
          power and authority from time to time to do the following:

               (a)To incur all expenditures permitted by this Agreement;

               (b)To  establish  and maintain one or more bank  accounts for the
          Partnership  in such bank or banks as the General  Partner  may,  from
          time  to  time,   designate  as  depositories  of  the  funds  of  the
          Partnership;

               (c)To the extent that funds of the Partnership are available,  to
          pay all expenses, debts and obligations of the Partnership;

               (d)To the extent that funds of the Partnership are available,  to
          make distributions periodically to the Partners in accordance with the
          provisions of Article V;

               (e)To  establish  and  maintain  the  books  and  records  of the
          Partnership in accordance with Article XIII;

               (f)To retain Persons to provide development, management and other
          services to the Partnership with respect to the Project;

               (g)To borrow money (including from Partners or their  affiliates)
          and issue  evidences  of  indebtedness  and to secure any  Partnership
          indebtedness by mortgage, pledge, security interest or other lien;

               (h)To  perform  all  normal  business  functions,  and  otherwise
          operate and manage the  business  and affairs of the  Partnership,  in
          accordance  with and as limited by this  Agreement,  in  particular as
          described in Section 2.02; and

               (i)To invest in assets,  securities or interests in securities of
          any nature, including (without limit) commodities,  options,  futures,
          precious  metals,  currencies  and in domestic  or foreign  markets or
          investment funds (such as, but not limited to, mutual funds); to trade
          on credit or margin  accounts  (whether  secured or unsecured)  and to
          pledge  Partnership  assets  for that  purpose;  and to  deposit  such
          assets,  securities  or  interests  in  securities  of any nature with
          brokers to be held in "street" names.

               Any and all persons dealing with the  Partnership  shall have the
          right to rely upon the  actions  of the  General  Partner  to bind the
          Partnership  by its actions or signature and the General  Partner need
          not obtain any written Consent or permission from the Limited Partners
          to so bind the Partnership.

               6.02. Restrictions on the Authority of the General Partner.

               (a)Without  the  written  Consent or  ratification  of all of the
          Limited Partners, the General Partner shall not have the authority to:

               (i)Do any act in contravention of this Agreement;

               (ii)Do  any act that would make it  impossible  to carry on the
          ordinary business of the Partnership;

               (iii)Confess a judgment against the Partnership;

               (iv)Possess Partnership property or assign its rights in specific
          Partnership property for other than a Partnership purpose;

               (v)Admit a person as a General  Partner,  except as  provided  in
          this Agreement;

               (vi)Admit  a person as a Limited  Partner,  except as provided in
          this Agreement; or

               (vii)Continue  the business with  Partnership  property after the
          General  Partner's  removal or Incapacity,  except as provided in this
          Agreement.

               (b)In the event that the written  Consent or  ratification of all
          of the  Limited  Partners  is obtained  under this  Section 6.02,  the
          General  Partner agrees  promptly to amend the  Certificate of Limited
          Partnership  of the  Partnership  and  this  Agreement  to the  extent
          necessary to reflect such actions.

               (c)Subject to  Section 9.01,  the General  Partner shall not have
          the authority to elect to dissolve the Partnership without the Consent
          of all the Limited Partners.

       6.03.      Duties and Obligations of the General Partner.

               (a)The  General  Partner  shall  take  all  action  which  may be
          necessary or appropriate  for the  continuation  of the  Partnership's
          valid existence as a limited  partnership  under the laws of the State
          of Florida and of each other  jurisdiction  in which such existence is
          necessary to protect the limited  liability of the Limited Partners or
          to enable the  Partnership  to  conduct  the  business  in which it is
          engaged.

               (b)The General Partner shall devote to the Partnership  such time
          as shall be necessary to conduct the Partnership  business and affairs
          in an appropriate manner.

          (c)The General  Partner shall be under a fiduciary duty and obligation
     to conduct  the  affairs of the  Partnership  in the best  interest  of the
     Partnership, including the safekeeping and use of all Partnership funds and
     assets  (whether  or not in the  immediate  possession  or  control  of the
     General  Partner)  and the use of such funds and assets for the  benefit of
     the  Partnership.  The  General  Partner  shall be  entitled  to cause  the
     Partnership  to enter into  transactions  with  affiliates  of the  General
     Partner,  or any Limited Partner or that benefit  affiliates of the General
     Partner or any Limited  Partner,  so long as such  transactions are entered
     into  principally for the benefit of the Partnership in the ordinary course
     of Partnership business.

          (d)The General  Partner shall at all times conduct its affairs and the
     affairs of the  Partnership  in such a manner that no Limited  Partner will
     have any personal  liability with respect to any Partnership  indebtedness.
     The  General  Partner  shall use its best  efforts  in the  conduct  of the
     Partnership's  business to put all Persons with whom the  Partnership  does
     business  or in whom the  Partnership  invests on notice  that the  Limited
     Partners are not liable for Partnership obligations,  and all agreements to
     which the  Partnership  is a party shall  include a statement to the effect
     that the Partnership is a limited partnership  organized under the Act; but
     the General  Partner  shall not be liable to the Limited  Partners  for any
     failure to give such notice to such  Persons or for the failure of any such
     agreement to contain such statement.

          (e)The Tax Matters  Partner  shall prepare or cause to be prepared and
     shall file on or before the due date (or any extension of the due date) any
     federal,   state  or  local  tax  returns  required  to  be  filed  by  the
     Partnership.  The General  Partner shall cause the  Partnership  to pay any
     taxes payable by the Partnership (it being  understood that the expenses of
     preparation and filing of such returns,  and the amounts of such taxes, are
     expenses  of the  Partnership  and not of the General  Partner);  provided,
     however,  that the  General  Partner  shall  not be  required  to cause the
     Partnership  to  pay  any  tax  so  long  as  the  General  Partner  or the
     Partnership is in good faith and by appropriate legal proceeding contesting
     the validity, applicability or amount of such tax and such contest does not
     materially endanger any right or interest of the Partnership.

          6.04. Designation of Tax Matters Partner.

          (a)The  General  Partner  shall act as the Tax Matters  Partner of the
     Partnership,  as provided in Treasury  Regulations pursuant to section 6231
     of the Code. Each Partner hereby approves of such designation and agrees to
     execute,  certify,  acknowledge,  deliver, swear to, file and record at the
     appropriate  public  offices such  documents as may be deemed  necessary or
     appropriate to evidence such approval.

          (b)To  the  extent  and in the  manner  provided  by  applicable  Code
     sections and Treasury Regulations under such Code sections, the Tax Matters
     Partner shall  furnish the name,  address,  profits,  interest and taxpayer
     identification number of each Partner (or assignee) to the IRS.

          (c)To  the  extent  and in the  manner  provided  by  applicable  Code
     sections and Treasury Regulations under such Code sections, the Tax Matters
     Partner shall inform each Partner of administrative or judicial proceedings
     for the adjustment of  Partnership  items required to be taken into account
     by a Partner for income tax purposes (such administrative proceedings being
     referred to as a "tax audit" and such judicial  proceedings  being referred
     to as "judicial review").

          (d)The Tax Matters Partner is authorized, but not required:

               (i) To enter into any settlement with the IRS with respect to any
          tax audit or judicial review, and in the settlement  agreement the Tax
          Matters Partner may expressly state that such agreement shall bind all
          Partners  except  that such  settlement  agreement  shall not bind any
          Partner (i) who (within the time  prescribed  pursuant to the Code and
          Treasury  Regulations)  files a statement  with the IRS providing that
          the Tax Matters  Partner  shall not have the authority to enter into a
          settlement  agreement  on  behalf  of such  Partner  or (ii)  who is a
          "notice  partner" (as defined in section 6231 of the Code) or a member
          of a "notice group" (as defined in section 6223(b)2));

               (ii)  In  the  event  that a  notice  of a  final  administrative
          adjustment at the  Partnership  level of any item required to be taken
          into account by a Partner for tax purposes (a "final  adjustment")  is
          mailed to the Tax Matters  Partner,  to seek  judicial  review of such
          final adjustment,  including the filing of a petition for readjustment
          with the Tax Court,  or the filing of a complaint  for refund with the
          United States Claims Court or the District  Court of the United States
          for the  district  in  which  the  Partnership's  principal  place  of
          business is located;

               (iii)To  intervene in any action brought by any other Partner for
          judicial review of a final adjustment;

               (iv) To file a request for an administrative  adjustment with the
          IRS at any time and, if any part of such request is not allowed by the
          IRS, to file an  appropriate  pleading  (petition  or  complaint)  for
          judicial review with respect to such request;

               (v) To enter into an agreement  with the IRS to extend the period
          for assessing any tax which is attributable to any item required to be
          taken into account by a Partner for tax purposes,  or an item affected
          by such item; and

               (vi) To take any other  action on behalf of the  Partners  or the
          Partnership  in  connection  with  any tax  audit or  judicial  review
          proceeding to the extent permitted by applicable law or regulations.

          (e)Notwithstanding   any  other  provision  of  this  Agreement,   the
     Partnership  shall indemnify and reimburse,  to the full extent provided by
     law,  the  Tax  Matters  Partner  for all  expenses,  including  legal  and
     accounting fees (as such fees are incurred),  claims,  liabilities,  losses
     and damages  incurred in connection  with any tax audit or judicial  review
     proceeding  with respect to the tax liability of the Partners,  the payment
     of all such expenses to be made before any cash  distributions  are made to
     the Partners.  Neither the General  Partner nor any of its  Affiliates  nor
     other Person shall be obligated to provide funds for such purpose.

          (f)The  taking of any action and the  incurring  of any expense by the
     Tax Matters Partner in connection with any such  proceeding,  except to the
     extent  required  by law,  is a matter  in the sole  discretion  of the Tax
     Matters  Partner and the  provisions  on  limitations  of  liability of the
     General Partner and the  indemnification  set forth in this Agreement shall
     be fully applicable to the Tax Matters Partner in its capacity as such.

          6.05. Other Businesses of Partners. Subject to Section 6.02(a) and the
     Master  Agreement,  any Partner and any affiliate of any Partner may engage
     in or possess any interest in other business  ventures of any kind,  nature
     or  description,  independently  or with others,  whether such ventures are
     competitive  with the Partnership or otherwise.  Subject to Section 6.02(a)
     and the Master  Agreement,  neither the  Partnership nor any Partners shall
     have  any  rights  or  obligations  by  virtue  of  this  Agreement  or the
     partnership  relationship created hereby in or to such independent ventures
     or the income or profits or losses derived from such independent  ventures,
     and the pursuit of such ventures,  even if competitive with the business of
     the Partnership, shall not be deemed wrongful or improper.

          6.06. Reimbursement and Compensation.

          (a)The  General  Partner  shall be  entitled to be  reimbursed  by the
     Partnership for out-of-pocket  expenses incurred in its capacity as General
     Partner in connection with the operation of the Project. It is contemplated
     by the Partners,  however,  that all Partnership  expenses will be incurred
     and  paid  directly  by the  Partnership,  and that  any  reimbursement  of
     out-of-pocket  expenses to the General  Partner  would be an  extraordinary
     event.  The General  Partner  shall  attempt to avoid  these  out-of-pocket
     expenses,  whenever  practical,  by using  Partnership funds to pay for all
     Partnership expenses.

          (b)The  General  Partner  shall not receive any  compensation  for the
     development,  management,  operation  or  other  activities  involving  the
     Project.

          (c)Upon the execution of this Agreement, the Partners shall agree upon
     the amount of  pre-formation  expenses  incurred and paid or owing to third
     parties  by  a  Partner   and  list  those   expenses   (collectively   the
     "Prepartnership  Expenses")  in a  schedule  substantially  in the  form of
     Schedule B. Prepartnership  expenses incurred to third parties include, but
     are not limited to, amounts expended in connection with the organization of
     the  Partnership  such as legal,  accounting,  filing  fees of any kind and
     mailing and courier  expenses.  Pre-formation  expenses  incurred,  but not
     paid,  to a third  party  on or  prior  to the  date of  execution  of this
     Agreement,  but which are billed to the General  Partner or its  affiliates
     after such date,  shall be paid by the  Partnership and the General Partner
     shall determine the amount of such expenses.

          6.07.  Indemnification  of the  General  Partner  by the  Partnership.
     Neither the  General  Partner  nor any of its  affiliates  shall be liable,
     responsible or  accountable  in damages or otherwise to the  Partnership or
     any Limited Partner for any loss or damage incurred by reason of any act or
     omission  performed or omitted by the General Partner or such affiliates on
     behalf of, and for the benefit of the  Partnership,  in good faith and in a
     manner  reasonably  believed  by them to be in the  best  interests  of the
     Partnership.  The Partnership shall indemnify and hold harmless the General
     Partner  and any of its  affiliates  and any of its heirs,  administrators,
     successors  and assigns who was or is a party or is threatened to be made a
     party to any threatened,  pending or completed action,  suit or proceeding,
     whether civil,  criminal,  administrative  or investigative  (including any
     action  by or in the  right of the  Partnership),  by reason of any acts or
     omissions  or  alleged  acts or  omissions  arising  out of  such  Person's
     activity as a General Partner or as an affiliate of a General  Partner,  if
     such  activities  were  performed in good faith and in a manner  reasonably
     believed by such  Person to be in the best  interests  of the  Partnership,
     against losses, damages or expenses for which such Person has not otherwise
     been reimbursed (including  attorneys' fees,  judgments,  fines and amounts
     paid in  settlement)  actually  incurred by such Person in connection  with
     such action,  suit or  proceeding,  provided that the  satisfaction  of any
     indemnification  and any  hold  harmless  shall  be  from  and  limited  to
     Partnership assets and no Limited Partner shall have any personal liability
     on account of such indemnification and hold harmless.


          6.08. Rights and Obligations of Limited Partners.

          (a)A Limited  Partner shall take no part in the  management or control
     of the Partnership's  business, but may exercise the rights and powers of a
     Limited Partner under this Agreement. A Limited Partner shall have no power
     to  represent,  act  for,  sign  for or bind  the  General  Partner  or the
     Partnership.  The Limited  Partners  hereby  Consent to the exercise by the
     General Partner of the powers conferred on it by law and this Agreement.

          (b)The  Limited  Partners shall have the following  voting,  approval,
     consent or similar rights:

               (i)The  right to  approve  or  disapprove  the  appointment  of a
          successor General Partner pursuant to Section 7.05;

               (ii)The  right to dissolve  the  Partnership  pursuant to Section
          9.01(a)(iii); and

               (iii)The right to amend this Agreement pursuant to Section 10.02.


                                   ARTICLE VII

                  TRANSFERABILITY OF GENERAL PARTNER'S INTEREST

          7.01   Withdrawal by General  Partner.  Subject to Section  7.03,  the
     General Partner may withdraw from the Partnership, but only upon compliance
     with all of the following procedures:

          (a)The  General  Partner  shall,  at  least  60  days  prior  to  such
     withdrawal,  give Notification to all Partners that it proposes to withdraw
     and  that  there  be  substituted  in its  place a  Person  designated  and
     described in such Notification.

          (b)Enclosed  with  the  Notification  shall  be  a  certificate,  duly
     executed by or on behalf of such proposed successor General Partner, to the
     effect that:

          (i) It is experienced in performing (or employs  sufficient  personnel
     who are  experienced in performing)  functions that the General  Partner is
     required to perform under this Agreement;

          (ii)  It has  the  requisite  financial  wherewithal  to  satisfy  its
     obligations under this Agreement; and

          (iii) It is willing to become the General Partner under this Agreement
     and will assume all duties and  responsibilities  of the  General  Partner,
     without  receiving any  compensation  for services from the  Partnership in
     excess of that  payable  under this  Agreement to the  withdrawing  General
     Partner and without receiving any participation in the withdrawing  General
     Partner's General  Partnership  Interest other than that agreed upon by the
     General Partner and the successor General Partner.

          (c)If the  General  Partner  withdraws,  there shall be on file at the
     principal  office of the  Partnership,  prior to such  withdrawal,  audited
     financial  statements of the proposed  successor  General Partner,  as of a
     date not  earlier  than 12  months  prior  to the date of the  Notification
     required by this Section  7.01,  certified by a  nationally  or  regionally
     recognized firm of independent certified public accountants,  together with
     a  certificate  duly executed on behalf of the proposed  successor  General
     Partner by its principal  financial officer, to the extent that no material
     adverse  change in its financial  condition has occurred  since the date of
     such audited financial statements that has caused its net worth,  excluding
     the purchase price of its General Partnership  Interest in the Partnership,
     to be reduced to less than the amount required under Section 7.01(b).  Such
     audited  financial  statements  and  certificate  shall  be  available  for
     examination by any Limited Partner during normal business hours.

          (d)A  Two-Thirds  Majority In Interest  of the  Limited  Partners  has
     consented to the appointment of any successor  General Partner  pursuant to
     this Section 7.01.

          (e)The  withdrawing  General  Partner shall  cooperate  fully with the
     successor General Partner so that the  responsibilities  of the withdrawing
     General Partner may be transferred to the successor General Partner with as
     little disruption of the Partnership's business and affairs as practicable.

          7.02.Incapacity of General Partner.

          (a)In  the  event  of the  Incapacity  of  the  General  Partner,  the
     Partnership will be dissolved and must be liquidated and terminated, unless
     the Partnership is reconstituted in accordance with this Section 7.02.

          (b)Upon the Incapacity of the General Partner,  (i) the  Incapacitated
     General Partner  immediately will cease to be a General Partner and to have
     any Partnership  Rights  provided by this  Agreement,  and (ii) the General
     Partnership  Interest of the Incapacitated  General Partner,  including all
     obligations   attendant  to  it,   automatically   will  become  a  Limited
     Partnership  Interest,  without  any  Partnership  Rights  provided by this
     Agreement.

          (c)If  dissolution of the  Partnership  results from the Incapacity of
     the General  Partner and if a successor  General  Partner has been selected
     pursuant  to  Section  7.04,   the   Partnership   automatically   will  be
     reconstituted  as a successor  limited  partnership  and will  continue the
     business  of  the  Partnership  with  the  Partnership  property,  and  the
     successor  General  Partner  designated  pursuant  to Section  7.04 will be
     admitted as the  General  Partner,  provided  the terms and  conditions  of
     Section 7.05(a) are satisfied.  The successor  limited  partnership will be
     deemed to have acquired the assets and  liabilities  of the  Partnership by
     contribution  from  the  Partners  in  accordance  with  their  Partnership
     Percentage Interests. The successor limited partnership will be governed by
     the terms and provisions of this Agreement.

          7.03. Removal of General Partner.

          (a)(i) The  General  Partner  may be removed  at the  election  of any
     Limited Partner, for one of the following causes:

          (A) A final judicial  determination  that the General  Partner (1) was
     grossly negligent in performing its obligations  under this Agreement;  (2)
     committed  a  felony  involving  moral  turpitude  in  connection  with the
     management of the Partnership or its business, (3) committed a fraud on the
     Partners  or  the  Partnership;   or  (4)  breached  a  material  fiduciary
     obligation to either the  Partnership  or the Partners under this Agreement
     or a material undertaking by it in this Agreement.

          (B)  The  withdrawal  of  the  General  Partner  without  providing  a
     successor  General  Partner  that is  approved  in the manner  required  by
     Section 7.01(d).

          (ii)  Unless  the   appropriate   election   is  made  under   Section
     7.03(a)(iii), a removal pursuant to this Section 7.03(a) will be treated as
     the Incapacity of the General Partner and will be subject to the provisions
     of Section 7.02.

          (iii)If the General  Partner is removed for cause  pursuant to Section
     7.03(a)(i), the Partnership shall have the option for 30 days, beginning on
     the day after the day of the  removal of the General  Partner,  to purchase
     the  Partnership  Interest of the General Partner by agreeing to pay to the
     General  Partner an amount equal to 100% of the sum of (A) the  outstanding
     principal  balance  of  any  loans  made  by  the  General  Partner  to the
     Partnership with accrued and unpaid interest, plus (B) the lower of (1) the
     balance in the General  Partner's  Capital  Account or (2) the value of the
     General Partner's Partnership Interest determined under Section 7.03(b). In
     order to exercise the option to purchase the General Partner's  Partnership
     Interest,  the approval of a Two-Thirds Majority In Interest of the Limited
     Partners shall be required.

          (iv) The Partnership shall exercise the option provided for in Section
     7.03(a)(iii) by providing notice of such election to the General Partner by
     no later than the end of the option period. If an option is exercised under
     Section  7.03(a)(iii),  then the Partnership  shall make payment in cash to
     the  General  Partner  in an  amount  equal  to the  value  of the  General
     Partner's Partnership Interest within 30 days after the date that the value
     of the General Partner's  Partnership  Interest is determined under Section
     7.03(b).

          (b)The  value  of  the  General  Partner's  Partnership  Interest  for
     purposes of Section 7.03(a) shall be the value of such Partnership Interest
     that is determined by agreement of all the Partners in the Partnership.  If
     any disagreement exists as to the value of the Partnership  Interest,  then
     the Partners shall select two independent appraisers (or a different number
     of  appraisers,  if agreed to by all the  Partners) to  determine  the fair
     market value of the Partnership Interest.  The values determined by each of
     the appraisers  shall be averaged to arrive at the value of the Partnership
     Interest.  An appraisal  made  pursuant to the  provisions  of this Section
     7.03(b) shall be binding on both the Partnership  and the General  Partner.
     The cost of the appraisals shall be the responsibility of and shall be paid
     by the  Partnership.  The Limited  Partners,  by  approval of a  Two-Thirds
     Majority  In  Interest,   can  waive  the  application  of  this  valuation
     procedure,  in which case Section  7.03(a)(iii)(B)(1)  shall immediately be
     applicable.

          7.04.  Replacement of General Partner. Upon the removal of the General
     Partner  in  accordance  with  Section  7.03  or  upon  the  occurrence  of
     circumstances  causing  the  Partnership  to lack a  General  Partner,  the
     Partnership  will be  dissolved  and  must  be  liquidated  unless  Limited
     Partners  constituting  a Two-Thirds  Majority In Interest  elect within 60
     days after the  occurrence  of the  vacancy to select a  successor  General
     Partner,  to  reconstitute  the Partnership in accordance with Section 7.02
     and to continue the business of the Partnership with its property.

          7.05.Admission of a Successor General Partner.

          (a)The  admission of any successor  General  Partner  pursuant to this
     Article VII shall be effective  only if and after the following  conditions
     are satisfied:

          (i) The Person has  accepted  and assumed in writing all the terms and
     provisions of this Agreement;

          (ii) If the Person is not a natural  person,  it has provided  counsel
     for the  Partnership  with a certified copy of a resolution of its Board of
     Directors or other authorizing action taken under its controlling documents
     or agreements,  authorizing it to become a General  Partner under the terms
     and conditions of this Agreement;

          (iii)The  Person has executed two  counterparts  of this  Agreement as
     then in effect,  an Amended  Certificate  of Limited  Partnership  and such
     other  documents or instruments as may be required or appropriate to effect
     the admission of that person as a General Partner; and

          (iv) The Limited Partners have given their approval, if required under
     this Article VII.

          (b)Notwithstanding  anything to the  contrary in this  Article  VII, a
     General  Partnership  Interest  shall  at  all  times  be  subject  to  the
     restrictions on transfer set forth in Section 8.01.

          7.06.Liability of Withdrawing  General Partner.  A General Partner who
     shall withdraw from the Partnership,  or who shall sell, transfer or assign
     its  General  Partnership  Interest,  or who  shall  have  ceased to be the
     General  Partner  because  of  its  Incapacity,  shall  remain  liable  for
     obligations and liabilities  incurred by it as General Partner prior to the
     time such withdrawal,  sale, transfer,  assignment or Incapacity shall have
     become  effective or occurred,  but it shall be free of any  obligation  or
     liability incurred on account of the activities of the Partnership from and
     after the time such withdrawal,  sale,  transfer,  assignment or Incapacity
     shall have become effective.

          7.07.Consent  of Limited  Partners to Admission  of Successor  General
     Partners.  Each Limited Partner hereby Consents pursuant to Section 7.01 to
     the  admission  of any Person as a successor  General  Partner  meeting the
     requirements  of Section 7.01 to whose  admission as such Limited  Partners
     constituting a Two-Thirds  Majority In Interest have  expressly  Consented,
     and no further expressed Consent or approval shall be required.


                                  ARTICLE VIII

                TRANSFERABILITY OF A LIMITED PARTNERSHIP INTEREST

          8.01.Restrictions on Transfers of Interest.

          (a)Notwithstanding any other provisions of this Section 8.01, no sale,
     exchange, transfer or assignment (collectively "Transfer") of a Partnership
     Interest  (General  or  Limited)  may be  made  unless  in the  opinion  of
     responsible counsel (who may be counsel for the Partnership),  satisfactory
     in  form  and  substance  to  the  General  Partner  and  counsel  for  the
     Partnership  (which  opinion  may be  waived,  in whole or in part,  at the
     discretion of the General Partner):

          (i) Such Transfer,  when added to the total of all other  Transfers of
     Partnership  Interests within the preceding 12 months,  would not result in
     the Partnership  being considered to have terminated  within the meaning of
     Section 708 of the Code;

          (ii) Such Transfer  would not violate any federal  securities  laws or
     any state securities or "Blue Sky" laws (including any investor suitability
     standards)  applicable to the Partnership or the Partnership Interest to be
     Transferred;

          (iii) Such Transfer would not cause the Partnership to lose its status
     as a partnership for federal income tax purposes; and

          (iv) Any  required  opinion of counsel is  delivered in writing to the
     Partnership prior to the time of the Transfer.

          (b)In no event  shall  all or any part of a  Partnership  Interest  be
     Transferred  to a minor or an  incompetent,  except  in trust or by will or
     intestate succession.

          (c)A  Limited  Partner  may  Transfer  all or any part of its  Limited
     Partnership  Interest only with the Consent of the General  Partner,  which
     consent shall not be unreasonably withheld.

          (d)Each  Limited  Partner agrees that it will, upon the request of the
     General Partner,  execute such  certificates or other documents and perform
     such acts as the General Partner deems appropriate after an assignment of a
     Partnership  Interest  by that  Limited  Partner to  preserve  the  limited
     liability of the Limited  Partners  under the law of the  jurisdictions  in
     which the  Partnership  is doing  business.  For  purposes of this  Section
     8.01(d),  any transfer of a Partnership  Interest,  whether voluntary or by
     operation of law, shall be considered an assignment.

          (e)Any  purported  assignment of a Partnership  Interest  which is not
     made in compliance  with this  Agreement is hereby  declared to be null and
     void and of no force or effect whatsoever.

          (f)Each  Limited  Partner  agrees that it will,  prior to the time the
     General Partner consents to an assignment of a Partnership Interest by that
     Limited Partner,  pay all reasonable  expenses,  including attorneys' fees,
     incurred by the Partnership in connection with such assignment.

          8.02.Assignees.

          (a)The  Partnership  shall not recognize for any purpose any purported
     Transfer  of  a  Partnership  Interest  of a  Limited  Partner  unless  the
     provisions  of Section 8.01 shall have been  complied  with and there shall
     have been filed with the Partnership a dated Notification of such Transfer,
     in form  satisfactory to the General Partner,  executed and acknowledged by
     both the seller,  assignor or  transferor  and the  purchaser,  assignee or
     transferee,  and such  Notification  (i)  contains  the  acceptance  by the
     purchaser,  assignee or  transferee  of all of the terms and  provisions of
     this  Agreement  and  (ii)  represents  that  such  Transfer  was  made  in
     accordance with all applicable laws and regulations.  Any Transfer shall be
     recognized  by the  Partnership  as  effective  on the date on  which  such
     Notification is filed with the Partnership.

          (b)Unless  and until an  assignee  of a Limited  Partnership  Interest
     becomes a Substituted Limited Partner,  such assignee shall not be entitled
     to vote or give Consents with respect to such Limited Partnership Interest.

          (c)Any  Limited  Partner  who  shall  assign  all of  its  Partnership
     Interest shall cease to be a Limited Partner, except that, unless and until
     a  substituted  Limited  Partner is admitted in its stead,  such  assigning
     Limited  Partner  shall  retain the  statutory  rights of the assignor of a
     Limited Partnership Interest under the Act.

          (d)Anything  in this Agreement to the contrary  notwithstanding,  both
     the  Partnership  and the  General  Partner  shall be entitled to treat the
     assignor of a Limited  Partnership  Interest as the absolute  owner of such
     Limited Partnership Interest in all respects,  and shall incur no liability
     for  distributions  made in good faith to it,  until such time as a written
     assignment that conforms to the  requirements of this Article VIII has been
     received by the Partnership and accepted by the General Partner.

          8.03.Substituted Limited Partners; New Limited Partners.

          (a)No Limited  Partner shall have the right to substitute a purchaser,
     assignee,  transferee, donee, heir, legatee, distributee or other recipient
     of any of such Limited Partner's  Partnership Interest as a Limited Partner
     in its  place.  Any such  purchaser,  assignee,  transferee,  donee,  heir,
     legatee,  distributee or other recipient of a Limited Partnership  Interest
     (whether pursuant to a voluntary or involuntary transfer) shall be admitted
     to the  Partnership  as a  Substituted  Limited  Partner  only (i) with the
     Consent of the General Partner,  which Consent shall be granted or withheld
     in the absolute  discretion of the General  Partner and may be  arbitrarily
     withheld,  (ii) by satisfying the  requirements  of Sections 8.01 and 8.02,
     and (iii) upon an  amendment  to this  Agreement  and,  if  necessary,  the
     Partnership's  Certificate  of Limited  Partnership  recorded in the proper
     records of each  jurisdiction  in which such  recordation  is  necessary to
     qualify the  Partnership  to conduct  business  or to preserve  the limited
     liability of the Limited Partners.  Any such Consent by the General Partner
     may be evidenced by the execution by the General Partner of an amendment to
     this  Agreement  evidencing  the  admission  of such  Person  as a  Limited
     Partner. The Limited Partners hereby Consent and agree to such admission of
     a Substituted  Limited Partner by the General  Partner,  and agree that the
     General  Partner  may,  on  behalf  of each  Partner  and on  behalf of the
     Partnership,   cause  the   Certificate  of  Limited   Partnership  of  the
     Partnership to be appropriately  amended,  and recorded as so amended,  and
     Schedule A to be appropriately amended, in the event of such admission.

          (b)Each  Substituted  Limited Partner, as a condition to its admission
     as a Limited Partner,  shall execute and acknowledge such  instruments,  in
     form and  substance  satisfactory  to the General  Partner,  as the General
     Partner deems  necessary or desirable to effectuate  such  admission and to
     confirm the agreement of the Substituted Limited Partner to be bound by all
     the terms and provisions of this Agreement with respect to the  Partnership
     Interest  acquired.  All reasonable  expenses,  including  attorneys' fees,
     incurred  by the  Partnership  in this  connection  shall  be borne by such
     Substituted Limited Partner.

          (c)Until an assignee shall have been admitted to the  Partnership as a
     Substituted  Limited  Partner  pursuant to Section  8.03(a),  such assignee
     shall  be  entitled  to all of  the  rights  of an  assignee  of a  limited
     partnership interest under the Act.

          (d)In  the  event  of an  offering  of  additional  interests  in  the
     Partnership pursuant to the provisions of Section 3.04(d), each new Limited
     Partner,  as a  condition  to its  admission  as a Limited  Partner,  shall
     execute  and   acknowledge   such   instruments,   in  form  and  substance
     satisfactory to the General Partner, as the General Partner deems necessary
     or desirable to effectuate  such  admission and to confirm the agreement of
     the new Limited Partner to be bound by all the terms and provisions of this
     Agreement with respect to the Partnership  Interest  acquired.  The General
     Partner shall amend this  Agreement  and, if necessary,  the  Partnership's
     Certificate of Limited  Partnership  to the extent  required to reflect the
     admission of the new Limited  Partners,  the making of  additional  Capital
     Contributions  to  the  Partnership,   and  the  resulting  adjustments  in
     Partnership  Percentage  Interests of the  Partners.  The Limited  Partners
     hereby consent and agree to such  admission of new Limited  Partners by the
     General Partner and the adjustment in Partnership  Percentage  Interests of
     the  Partners,  and agree that the General  Partner  may, on behalf of each
     Partner and on behalf of the Partnership, cause this Agreement and Schedule
     A to be  appropriately  amended,  in  the  event  of  such  admissions  and
     adjustment in Partnership Percentage Interests.

          (e)Notwithstanding  any  other  provision  of this  Section  8.03,  an
     assignee shall not be admitted to the Partnership as a Substituted  Limited
     Partner  unless in the opinion of  responsible  counsel (who may be counsel
     for the  Partnership)  satisfactory  in form and  substance  to the General
     Partner and counsel to the Partnership  (which opinion may not be waived by
     the  General  Partner  or  the  Partnership),   such  admission  would  not
     jeopardize the  characterization  of the  Partnership as a partnership  for
     federal income tax purposes.

          8.04.Indemnification  and Terms of  Admission.  Each  Limited  Partner
     shall indemnify and hold harmless the Partnership,  the General Partner and
     every  Limited  Partner who was or is a party or is threatened to be made a
     party to any threatened,  pending or completed action,  suit or proceeding,
     whether civil, criminal,  administrative or investigative,  by reason of or
     arising from any actual or alleged  misrepresentation  or  misstatement  of
     facts or  omission  to state  facts  made (or  omitted  to be made) by such
     Limited Partner in connection with any assignment, transfer, encumbrance or
     other disposition of all or any part of a Limited Partnership  Interest, or
     the admission of a Substituted Limited Partner to the Partnership,  against
     expenses for which the  Partnership  or such other Person has not otherwise
     been reimbursed (including  attorneys' fees,  judgments,  fines and amounts
     paid in settlement)  actually and  reasonably  incurred by it in connection
     with such action, suit or proceeding.

          8.05.Incapacity  of a Limited Partner.  If a Limited Partner dies, his
     executor,  administrator or trustee,  or if he is adjudicated  incompetent,
     his committee,  guardian or  conservator,  or if he becomes  bankrupt,  the
     trustee or receiver  of his estate,  shall have all the rights of a Limited
     Partner for the purpose of settling or managing  the estate of such Limited
     Partner and such power as the  Incapacitated  Limited Partner  possessed to
     assign all or any part of the Incapacitated  Limited Partner's  Partnership
     Interest and to join with such assignee in satisfying  conditions precedent
     to such assignee becoming a Substituted Limited Partner.  The Incapacity of
     a Limited Partner shall not dissolve the Partnership.


                                   ARTICLE IX

                          DISSOLUTION, LIQUIDATION AND
                         TERMINATION OF THE PARTNERSHIP

          9.01.Dissolution.

          (a)The Partnership shall be dissolved upon the happening of any of the
     following events:

          (i)The expiration of its term;

          (ii)The  Incapacity of the General Partner,  unless the Partnership is
     reconstituted in accordance with Section 7.02;

          (iii)The  election to dissolve the  Partnership  by all of the Limited
     Partners;

          (iv)The withdrawal of the General Partner without the designation of a
     successor  General  Partner under Section 7.01,  unless the  Partnership is
     reconstituted in accordance with Section 7.02;

          (v) The election by the General  Partner to dissolve  the  Partnership
     following the sale,  distribution  to the Partners or other  disposition at
     any one time of all or substantially  all of the assets of the Partnership;
     or

          (vi)Termination required by operation of law.

          (b)Dissolution  of the  Partnership  shall be  effective on the day on
     which the event giving rise to the dissolution  occurs, but the Partnership
     shall not terminate  until the  Certificate  of Limited  Partnership of the
     Partnership has been cancelled and the assets of the Partnership  have been
     distributed as provided in Section 9.02.

          9.02.Liquidation.

          (a)Upon  dissolution  of the  Partnership,  the  General  Partner or a
     liquidating trustee, if one is appointed,  shall wind up the affairs of the
     Partnership and, in its sole  discretion,  liquidate all or any part of the
     assets of the Partnership.  The General Partner or such liquidating trustee
     shall, in its absolute discretion,  determine the time, manner and terms of
     any sale or  other  disposition  of the  Partnerships  investments  for the
     purpose of obtaining, in its opinion, fair value for such assets.

          (b)Profits and Losses arising from such sales upon  liquidation  shall
     be  allocated  as  provided  in  Article  IV. In  settling  accounts  after
     dissolution,  the  assets  of the  Partnership  shall  be  paid  out in the
     following order:

          (i)To  creditors,  whether by payment or by establishment of reserves,
     in the order of priority as provided by law; and

          (ii)To each Partner in an amount  equivalent to the positive amount of
     its Capital Account on the date of distribution or, if the remaining assets
     in the  Partnership  are (A)  insufficient  to return  the  entire  Capital
     Accounts or (B) in excess of the amount of such Capital Accounts,  Pro Rata
     to the  Partners  according  to the  positive  balances  in  their  Capital
     Accounts.

          (c)Upon  dissolution  and  liquidation of the  Partnership,  after any
     allocations  of  Profits or Losses,  but  before any  distributions  to the
     Partners upon such liquidation, the General Partner shall contribute to the
     capital of the Partnership an amount equal to the negative amount,  if any,
     of its Capital Account.

          (d)When the General Partner or trustee has complied with the foregoing
     liquidation  plan, the Partners shall execute,  acknowledge and cause to be
     filed an instrument  evidencing  the  cancellation  of the  Certificate  of
     Limited Partnership of the Partnership.


                                    ARTICLE X

                                   AMENDMENTS

          10.01.Amendments Generally.

          (a)Amendments   to  this   Agreement   to  reflect  the   addition  or
     substitution  of a Limited  Partner,  the admission of a successor  General
     Partner or the  withdrawal  of a General  Partner shall be made at the time
     and in the manner referred to in Section 7.05 or 8.03.

          (b)The  General  Partner  shall,  within a  reasonable  time after the
     adoption  of  any  amendment  to  this  Agreement,   make  any  filings  or
     publications required or desirable to reflect such amendment, including any
     required filing for  recordation of the Certificate of Limited  Partnership
     or other instrument or similar document of the type contemplated by Section
     6.03(a).

          10.02.Adoption of Amendments.

          (a)Except as otherwise  provided in Section 10.01,  this Agreement may
     be amended from time to time only with the Consent of all of the Partners.

          (b)On the adoption of any amendment to this  Agreement,  the amendment
     shall be executed by the  General  Partner and all of the Limited  Partners
     and shall be recorded in the proper records of each  jurisdiction  in which
     recordation  is necessary  for the  Partnership  to conduct  business or to
     preserve  the limited  liability  of the  Limited  Partners.  Each  Limited
     Partner hereby irrevocably  appoints and constitutes the General Partner as
     its agent and attorney-in-fact to execute,  swear to and record any and all
     such  amendments.  The power of attorney  given hereby is  irrevocable,  is
     coupled  with an interest  and shall  survive the  Incapacity  of a Limited
     Partner granting it.

          10.03.Amendments  on Admission  or  Withdrawal  of  Partners.  If this
     Agreement  shall be amended to reflect the admission or  substitution  of a
     Partner,  the amendment to this  Agreement  shall be adopted,  executed and
     sworn to by all  Partners,  the Person to be  substituted  or added and the
     assigning  Limited  Partner.  Any such  amendment  may be  executed  by the
     General Partner on behalf of the Limited Partners, the substituted or added
     Limited Partner and the assigning  Limited Partner pursuant to the power of
     attorney  granted in Section 12.01.  If this Agreement  shall be amended to
     reflect the  withdrawal,  removal or Incapacity of the General  Partner and
     the continuation of the business of the  Partnership,  such amendment shall
     be adopted,  executed and sworn to by the successor  General Partner and by
     all of the Limited Partners.

          10.04.Amendment  of Certificate.  In the event this Agreement shall be
     amended  pursuant to this  Article X, the General  Partner  shall amend the
     Certificate  of Limited  Partnership  of the  Partnership  to reflect  such
     change if it deems such amendment to be necessary.


                                   ARTICLE XI

                              CONSENTS AND MEETINGS

          11.01.  Method  of  Giving  Consent.  Any  Consent  required  by  this
     Agreement may be given as follows:

          (a)By a written Consent given by the Consenting Partner at or prior to
     the doing of the act or thing for which the Consent is solicited,  provided
     that such Consent shall not have been nullified by either (i)  Notification
     to the General  Partner by the  Consenting  Partner at or prior to the time
     of, or the negative vote by such Consenting Partner at, any meeting held to
     consider  the  doing  of such act or  thing,  or (ii)  Notification  to the
     General Partner by the Consenting  Partner prior to the doing of any act or
     thing the doing of which is not subject to approval at such meeting; or

          (b)By the affirmative  vote by the Consenting  Partner to the doing of
     the act or thing for which the Consent is solicited  at any meeting  called
     and held  pursuant to Section  11.02 to  consider  the doing of such act or
     thing.

          11.02. Meetings. Any matter requiring the Consent of all or any of the
     Limited Partners  pursuant to this Agreement may be considered at a meeting
     of the  Partners  held  not  less  than 20 nor  more  than  60  days  after
     Notification  of such meeting shall have been given by the General  Partner
     to all Partners. Such Notification (a) may be given by the General Partner,
     in its  discretion,  at any  time;  and (b)  shall be given by the  General
     Partner  within 30 days after  receipt by the General  Partner of a request
     for such a meeting  made by  Limited  Partners  constituting  a  Two-Thirds
     Majority  In  Interest.  Any such  Notification  shall  state  briefly  the
     purpose,  time and place of the meeting. All such meetings shall be held at
     such  reasonable  place as the General  Partner shall  designate and during
     normal business hours.

          11.03. Submissions to Limited Partners. The General Partner shall give
     all the Limited  Partners  Notification  of any  proposal  or other  matter
     required by any  provision of this  Agreement or by law to be submitted for
     the consideration  and approval of the Limited Partners.  Such Notification
     shall include any  information  required by the relevant  provision of this
     Agreement or by law.


                                   ARTICLE XII

                                POWER OF ATTORNEY

     12.01. Power of Attorney.

     (a)Each Limited Partner, by its execution of this Agreement,  hereby makes,
constitutes  and appoints  the General  Partner as its true and lawful agent and
attorney-in-fact,  with full power of substitution  and full power and authority
in its name,  place and stead to make,  execute,  sign,  acknowledge,  swear to,
record and file:

     (i) this Agreement and any amendments to this Agreement;

     (ii) the original Certificate of Limited Partnership of the Partnership and
all amendments to such Certificate of Limited Partnership  required or permitted
by law or the provisions of this Agreement;

     (iii)  all  certificates  and other  instruments  deemed  advisable  by the
General Partner to carry out the provisions of this Agreement and applicable law
or to permit the  Partnership to become or to continue as a limited  partnership
wherein the Limited Partners have limited liability in the jurisdiction(s) where
the Partnership may be doing business;

     (iv) all instruments that the General Partner deems  appropriate to reflect
a change or modification of this Agreement or the Partnership in accordance with
this Agreement,  including, without limitation, the substitution of assignees as
Substituted  Limited Partners or admission of new Limited  Partners  pursuant to
Section 8.03;

     (v) all conveyances and other instruments or papers deemed advisable by the
General Partner to effect the dissolution and termination of the Partnership;

     (vi) all fictitious or assumed name  certificates  required or permitted to
be filed on behalf of the Partnership; and

     (vii) all other instruments or papers which may be required or permitted by
law to be filed on behalf of the Partnership.

     (b)The foregoing power of attorney:

     (i) Is coupled  with an interest and shall be  irrevocable  and survive the
Incapacity of each Limited Partner;

     (ii) May be  executed  by the  General  Partner  by signing  separately  as
attorney-in-fact  for each Limited  Partner or, after listing all of the Limited
Partners  executing an instrument,  by a single signature of the General Partner
acting as attorney-in-fact for all of them; and

     (iii) Shall survive the delivery of an  assignment by a Limited  Partner of
its  Partnership  Interest;  except  that,  where the  assignee of such  Limited
Partnership  Interest has been approved by the General  Partner for admission to
the Partnership as a Substituted  Limited Partner,  the power of attorney of the
assignor  shall survive the delivery of such  assignment for the sole purpose of
enabling  the General  Partner to execute,  swear to,  acknowledge  and file any
instrument necessary or appropriate to effect such substitution.

     (c)Each Limited  Partner shall execute and deliver to the General  Partner,
within five days after receipt of the General  Partner's  request,  such further
designations,  powers-of-attorney  and other  instruments as the General Partner
deems necessary or appropriate to carry out the terms of this Agreement.


                                  ARTICLE XIII

                         RECORDS AND ACCOUNTING; REPORTS

     13.01. Records and Accounting.

     (a)Proper and complete  records and books of account of the business of the
Partnership,  including  a list  of the  names  and  addresses  and  Partnership
Percentage  Interests  of all  Limited  Partners,  shall  be  maintained  at the
Partnership's  principal place of business, and each Limited Partner or its duly
authorized  representative shall have access to them, upon reasonable notice and
for a proper  purpose,  at all  reasonable  times  during  business  hours.  Any
Partner,  or its duly  authorized  representatives,  upon  paying  the  costs of
collection, duplication and mailing, shall be entitled for any proper purpose to
a copy of the list of names and addresses and Partnership  Percentage  Interests
of the Limited Partners. Such information shall be used for Partnership purposes
only.

     (b)The  books and records of the  Partnership  shall be kept on the accrual
basis of accounting, which shall also be followed by the Partnership for federal
income tax purposes.  The external financial statements of the Partnership shall
be  prepared  in  accordance  with  generally  accepted  accounting   principles
consistently   applied,   and  shall  be   appropriate   and  adequate  for  the
Partnership's  business and for carrying out all  provisions of this  Agreement.
The taxable year of the Partnership  shall be the calendar year. The Fiscal Year
of the Partnership for purposes of its external  financial  statements  shall be
selected by the General  Partner,  but such Fiscal Year need not be the calendar
year.  Whenever this Agreement  uses the term "Fiscal  Year",  it shall refer to
either the taxable year or fiscal year for external financial  statements as the
context requires if such years are not the same.

     (c) There shall  be an  interim  closing  of the  books of  account  of the
Partnership at such time as the Partnership's  taxable year ends pursuant to the
Code and at such other times as the General Partner determines is required under
this Agreement.

     13.02. Annual Reports.  Within a reasonable period of time after the end of
each Fiscal Year, the General Partner shall cause to be delivered to each Person
who was a  Partner  at any  time  during  the  Fiscal  Year,  an  annual  report
containing the following information:

     (a)Financial statements of the Partnership,  including, without limitation,
a balance sheet as of the end of the Partnership's Fiscal Year and statements of
income,  Partners'  equity and changes in  financial  position,  for such Fiscal
Year, which shall be prepared in accordance with generally  accepted  accounting
principals consistently applied;

     (b)A statement of cash and in-kind distributions to Partners for the period
covered by the annual report; and

     (c)A  description  of the activities of the  Partnership  during the period
covered by the annual report.

     13.03. Tax Information. Within a reasonable period of time after the end of
each  calendar  year,  the General  Partner  will cause to be  delivered to each
Person who was a Partner at any time during such calendar  year all  information
necessary for the  preparation  of such  Partner's  federal  income tax returns,
including a statement showing each Partner's share of Profits or Losses, and the
amount of any  distribution  made to or for the account of such Partner pursuant
to this Agreement.

     13.04.  Partnership Funds. No funds of the Partnership shall be kept in any
account other than a Partnership  account and funds shall not be commingled with
the funds of any other  Person,  and the General  Partner  shall not employ,  or
permit  any other  Person to employ,  such  funds in any  manner  except for the
benefit  of the  Partnership.  The funds of the  Partnership  not  needed in the
operation of the business may be deposited in such bank  accounts as the General
Partner  may  designate  pursuant  to  Section  6.01(b).  Withdrawals  from such
accounts  shall  be  made  upon  such  signatures  as the  General  Partner  may
designate.

     13.05. Elections. The General Partner may cause the Partnership to make all
elections required or permitted to be made by the Partnership under the Code and
not otherwise  expressly provided for in this Agreement,  in the manner that the
General Partner believes is in the best interest of the Partnership.


                                   ARTICLE XIV

                                  MISCELLANEOUS

     14.01. Notification.

     (a)Any  Notification to any Limited Partner shall be at the address of such
Partner  set forth in  Schedule  A or such other  mailing  address of which such
Limited Partner shall advise the General Partner in writing. Any Notification to
the Partnership or the General  Partner shall be at the principal  office of the
General Partner, as set forth in Schedule A. The General Partner may at any time
change the location of its  principal  office.  Notification  of any such change
shall be given to the Partners on or before the date of any such change.

     (b)Any  Notification  shall be deemed to have been duly given if personally
delivered or sent by United States mail or by facsimile transmission and will be
deemed  given,  unless  earlier  received (i) if sent by certified or registered
mail, return receipt requested,  five calendar days after being deposited in the
United  States mails,  postage  prepaid;  (ii) if sent by United States  Express
Mail,  two  calendar  days after being  deposited  in the United  States  mails,
postage  prepaid;  (iii) if sent by facsimile  transmission,  the date sent; and
(iv) if delivered by hand, on the date of receipt.

     14.02.  Governing Law;  Separability of Provisions.  It is the intention of
the parties that the internal  laws of the State of Florida and, in  particular,
the  provisions of the Act, as the same may be amended from time to time,  shall
govern the validity of this  Agreement,  the  construction  of its terms and the
interpretation of the rights and duties of the parties. If any provision of this
Agreement shall be held to be invalid, the remainder of this Agreement shall not
be affected by such holding.

     14.03.  Entire Agreement.  This Agreement  constitutes the entire agreement
among the parties;  it supersedes any prior  agreement or  understandings  among
them, oral or written, all of which are hereby cancelled. This Agreement may not
be modified or amended other than pursuant to Article X.

     14.04.  Headings,  Etc.  The  headings in this  Agreement  are inserted for
convenience  of reference only and shall not affect the  interpretation  of this
Agreement. Whenever from the context it appears appropriate, each term stated in
either the singular or the plural shall include the singular and the plural, and
pronouns  stated in either the  masculine or the neuter gender shall include the
masculine, the feminine and the neuter.

     14.05 Section and Schedule References.  All references in this Agreement to
sections  and  schedules  shall be deemed to be  references  to Sections of, and
Schedules  to,  this  Agreement,  unless the  context  requires  otherwise.  All
references  to  Sections  of this  Agreement  shall be  deemed  to  include  all
subsections of such Sections.

     14.06.  Binding Provisions.  The covenants and agreements contained in this
Agreement  shall  be  binding  upon  and  inure  to the  benefit  of the  heirs,
executors,  administrators,  successors and assigns of the respective parties to
this Agreement.

     14.07. No Waiver. The failure of any Partners to seek redress for violation
or to  insist  on  strict  performance  of any  covenant  or  condition  of this
Agreement  shall not prevent a  subsequent  act which would have  constituted  a
violation from having the effect of an original violation.

     14.08. Legends. If certificates are issued evidencing a Limited Partnership
Interest,  each such  certificate  shall bear such legends as may be required by
applicable  federal and state laws, or as may be deemed necessary or appropriate
by the General  Partner to reflect  restrictions  upon transfer  contemplated in
this Agreement.

     14.09.  Conflicting  Provisions.  In the event of a  conflict  between  the
provisions of this Agreement and a Master Agreement between the Limited Partners
or their predecessors, the provisions of the Master Agreement shall govern.

     14.10.   Counterparts.   This   Agreement   may  be   executed  in  several
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same instrument.

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

                                   GENERAL PARTNER

                                   GOLDING UNITED FISHHAWK, INC.

                                   By:

                                   Its:


                                   LIMITED PARTNERS

                                   UIRT FISHHAWK LLC


                                   By:

                                   Its:



                                   THE STUART S. GOLDING COMPANY


                                   By:

                                   Its:

<PAGE>
Exhibit 23.1

                        Consent of Independent Auditors.

     We  consent to the  incorporation  by  reference  in the:  1)  Registration
Statement on Form S-8 pertaining to the 1999 Open Market Purchase Plan of United
Investors  Realty Trust (the "Company");  2) Registration  Statement on Form S-3
and related  Prospectus of the Company for the registration of 15,000,000 common
shares of beneficial  interest;  and 3)  Registration  Statement on Form S-3 and
related Prospectus of the Company of up to $100,000 of common shares,  preferred
shares,  debt securities,  securities  warrants and rights,  of our report dated
January 22,  2000 with  respect to the  Consolidated  Financial  Statements  and
Schedule of United  Investors  Realty  Trust and  Subsidiaries  included in this
Annual Report on Form 10-K for the year ended December 31, 1999.

                                   SCHEDULE A


                               Capital Percentage
                             Contributions Interests

GENERAL PARTNER
<TABLE>
<S>                                <C>            <C>
Golding United FishHawk Inc.       $ 10              1%



LIMITED PARTNER(S)


UIRT FishHawk LLC                  $495           49.5%


The Stuart S. Golding Company      $495           49.5%

</TABLE>



                                   SCHEDULE B

                             Prepartnership Expenses

     As  of  December  __,  1999,  the  Partnership  had  incurred  $125,325  of
Prepartnership Expenses,  $45,000 of which were paid by SSG and $80,325 of which
were paid by UIRT.  These entire amounts  constitute loans to the Partnership by
the Partner that paid such amount.  Unless  otherwise  elected in writing by the
Partners, all other amounts expended by the Partners for Prepartnership Expenses
shall constitute a loan to the Partnership.

     The Prepartnership Expenses as of December __, 1999 are as follows:

         1.       Prepartnership Expenses paid by SSG:

                  (To Be Provided)


         2.       Prepartnership Expenses paid by UIRT:

                  Letter of Credit Fee to Wells Fargo         $32,325.00
                  Letter of Credit Fee to UIRT                $21,550.00
                  Legal Fees                                  $26,000.00
                  Travel Expenses                             $   450.00

                  Total UIRT Expenses                         $80,325.00





                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                          GOLDING UNITED FISHHAWK LTD.

     The  undersigned  general  partner  represents that it has formed a limited
partnership pursuant to the Florida Revised Uniform Limited Partnership Act (the
"Act"),  and  that it has  executed  this  Certificate  of  Limited  Partnership
pursuant to the foregoing Act and states herein as follows:

I. Name

The name of the limited partnership is Golding United FishHawk Ltd.


II. Records of the Partnership

The  address  of the  office  in  Florida  at which  place  the  records  of the
partnership shall be maintained is as follows:

                              27001 US Highway 19
                                   Suite 2095
                              Clearwater, FL 33761


III. Registered Agent

The  address of the  registered  office of the  partnership  and the name of the
registered agent for service of process located at that office is as follows:

                     Intrastate Registered Agent Corporation
                         701 Brickell Avenue, Suite 3000
                              Miami, Florida 33131

                              IV. General Partners

The name and business  address of the general  partner of the  partnership is as
follows:

                          Golding United FishHawk Inc.
                               27001 US Highway 19
                                   Suite 2095
                              Clearwater, FL 33761


                               V. Mailing Address

              The mailing address of the partnership is as follows:

                               27001 US Highway 19
                                   Suite 2095
                              Clearwater, FL 33761


                                 VI. Dissolution

The latest date on which the partnership is to dissolve is December 31, 2051.

     The  undersigned  General  Partner of the  partnership  has  executed  this
Certificate of Limited Partnership on December ___, 1999.

                                                GOLDING UNITED FISHHAWK INC., a
                                                Florida corporation


                                               By: ____________________________
                                                      R. Steven Hamner
                                                      Vice President

<PAGE>

                  ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT
                        AND AGENT FOR SERVICE OF PROCESS


     The  undersigned,  having been  designated the agent for service of process
pursuant to Section  620.105,  Florida Statutes and Registered Agent pursuant to
Section  620.192,  Florida  Statutes of GOLDING UNITED  FISHHAWK LTD., a limited
partnership to be formed concurrently herewith under the Florida Revised Uniform
Limited  Partnership  Act (1986),  does hereby accept such  designation  and the
obligations provided for in Section 620.105 and 620.192, Florida Statutes. Dated
this ____ day of December, 1999.

                                                INTRASTATE REGISTERED AGENT
                                                CORPORATION
                                                701 Brickell Avenue, Suite 3000
                                                Miami, Florida  33131


                                          By:___________________________________
                                                 Name: Steven H. Hagen
                                                 Title: Vice President
<PAGE>

                       AFFIDAVIT OF CAPITAL CONTRIBUTIONS


     BEFORE ME, the undersigned authority, personally appeared R. Steven Hamner,
a duly authorized officer of GOLDING UNITED FISHHAWK INC., a Florida corporation
and the general  partner of GOLDING  UNITED  FISHHAWK  LTD.,  a Florida  limited
partnership, who certifies as follows:

     1. The amount of capital  contributions  to date of the limited partners is
$990.

     2. The total amount  contributed  and  anticipated to be contributed by the
limited partners at this time totals $990. Signed on the date set forth below.

     Under penalties of perjury the  undersigned  declares that the facts herein
alleged are true to its best knowledge and belief.

                                                  GOLDING UNITED FISHHAWK
                                                  INC., a Florida corporation,
                                                  general partner

                                                   By:
                                                   R. Steven Hamner
                                                   Vice President



Dated: December ___, 1999


STATE OF                   )
                           ) SS:
COUNTY OF ________         )


               The foregoing Affidavit of Capital Contributions was acknowledged
          before me this ___ day of December,  1999, by R. STEVEN HAMNER, who is
          personally         known        to        me        or        produced
          _____________________________________________  as  identification,  in
          his capacity as Vice  President  of GOLDING  UNITED  FISHHAWK  INC., a
          Florida corporation.





                                            ___________________________________
                                                              Notary Public
                                                              State of

My Commission Expires:

<PAGE>
                          MANAGEMENT AGREEMENT

     THIS  AGREEMENT,  made  effective  December 17, 1999,  among Golding United
FishHawk  Ltd., a Florida  limited  partnership  (hereinafter "GUFH") STUART S.
GOLDING COMPANY (hereinafter "SSG"), a Florida corporation, and United Investors
Realty  Trust  (hereinafter  "UIRT"),  a  Texas  real  estate  investment  trust
(hereinafter SSG and UIRT together,  the "Managers").

     WITNESSETH:

     WHEREAS,  on  December  17,  1999  GUFH  acquired  a  parcel  of land to be
developed  into a shopping  center to be known as  FishHawk  Center,  located in
Tampa,  Florida  (hereinafter the "Shopping Center"),  and WHEREAS,  the parties
wish to formalize  their  agreement  regarding  the  management  of the Shopping
Center. NOW, THEREFORE, the parties hereto agree, in consideration of the mutual
promises set forth herein, as follows:

Section  1.  Definition.  1.1  For the  purposes  of this  Agreement,  the  term
"Operations"  means the  leasing,  maintenance  and  operation  of the  Shopping
Center.

Section 2.  Management of the Shopping  Center.  2.1 The overall  management and
control  of the  Shopping  Center  shall be under  the  direction  of GUFH.  The
Managers shall be responsible  for the  implementation  of the decisions of GUFH
and for conducting  the ordinary and usual business and affairs  relating to the
Operations  of the  Shopping  Center.  2.2 The  Managers  shall  faithfully  and
diligently manage and operate the Shopping Center in accordance with the highest
standards  applicable  to shopping  centers of similar size and  character  and,
subject to the terms hereof, in compliance with all mortgages,  leases and other
agreements pertaining to or governing the Operations of the Shopping Center. 2.3
No action shall be taken, sum expended, decision made, or obligation incurred by
the  Managers  with  respect  to a matter  within  the scope of any of the major
decisions (hereinafter called "Major Decisions") as enumerated below, unless the
Managers are directed to do so by GUFH. The Major Decisions  shall include:  (1)
financing  operations  of GUFH,  including  but not  limited  to  financing  and
refinancing the Shopping Center; (2) sale, or other transfer, or mortgage or the
placing or suffering of any other encumbrance on the Shopping Center or any part
or parts thereof;  (3) any lease or other  arrangement for space in the Shopping
Center  excepting  leases  which have  terms in  accordance  with the  following
requirements:  i. the initial term of the lease is at least 3 (three) years. ii.
the annual base rent is at least the amount reflected in the pre-development pro
forma statement of lease revenue or the annual budget,  both only as approved by
GUFH.  (4) approval of all  construction  and  architectural  contracts  and all
architectural  plans,  specifications  and drawings prior to the construction of
any improvement  contemplated thereby; (5) selecting or varying depreciation and
accounting  methods and making  other  decisions  with  respect to  treatment of
various  transactions for federal and state income tax purposes;  (6) making any
expenditure  or incurring any obligation by or of GUFH involving a sum in excess
of  $5,000  in  any  fiscal  year  for  any  transaction  or  group  of  similar
transactions for expenditures  made and obligations  incurred pursuant to except
for those specifically set forth in a budget theretofore approved by GUFH except
for repairs of an emergency  nature;  and (7)  determination  of the maximum and
minimum  working capital  requirements of GUFH. 2.4 (a) The Managers shall,  and
are  hereby  authorized  to  implement  or cause  to be  implemented  all  Major
Decisions  approved  by GUFH,  and shall  conduct or cause to be  conducted  the
ordinary and usual business  affairs of GUFH, in accordance  with and as limited
by this Agreement on behalf of GUFH,  including the following:  (1) SSG to serve
as manager  with  authority  over and  responsibility  for the  shopping  center
facilities  day to day  management of the Shopping  Center;  (2) UIRT and SSG to
take all reasonable steps to collect,  and enforce the collection of all rentals
and other  charges due GUFH from tenants in  accordance  with the terms of their
leases and, in connection with the collection of percentage  rents payable under
such  leases,  to keep  records of gross  sales  reports of tenants  and compute
percentage  rents;  to terminate  tenancies,  upon consent of GUFH;  to sign and
serve in the name of GUFH such  notices as are deemed  needful by Manager in the
enforcement of the leases;  to institute and prosecute  actions with the consent
of GUFH; to evict tenants,  upon consent of GUFH,  and to recover  possession of
premises  occupied by them;  to sue for or in the name of GUFH (upon  consent of
GUFH) and  recover  rents  and other  sums  due;  and when  expedient  (and upon
approval of GUFH) to settle,  compromise  and release  such  actions or suits or
reinstate  such  tenancies;  (3) SSG and UIRT to  advise  GUFH  promptly  of the
service  upon or delivery to the  Managers of any  summons,  subpoena,  or other
legal  document  including,  without  limitation,   notices,  letters  or  other
communication  setting out or claiming an actual or alleged potential  liability
of GUFH or any  violation of any  governmental  regulations;  (4) UIRT to engage
counsel,  but only as  designated  by or with  the  approval  of  GUFH,  without
limitation,  for the  enforcement  of the  collection  of rent or  eviction of a
tenant; the fees and expenses of such counsel shall be borne by GUFH; (5) SSG to
furnish  or  supply to  tenants,  at the cost of GUFH and  except  as  otherwise
specified  herein,  any and all services required to be furnished or supplied by
GUFH  pursuant to the leases;  (6) SSG to promptly  notify GUFH of any actual or
threatened  condemnation which may affect the Shopping Center or the area in the
general vicinity thereof;  (7) SSG and UIRT to obtain and renew such permits and
any other  governmental  licenses as shall be necessary in  connection  with the
Operations of the Shopping Center and comply with all laws, regulations, orders,
ordinances,  rules and  requirements of all governmental  authorities,  federal,
state or local.  (8) SSG to negotiate and, when approved by GUFH, enter into and
supervise performance of contracts covering the construction of any improvements
or any repairs or alterations;  provided, however, if the cost thereof shall not
exceed $5,000 for any  transaction or group of similar  transactions,  SSG shall
not be required  to obtain  such  approval;  (9) SSG and UIRT to  negotiate  and
obtain all agreements, deeds, leases, assignments and other instruments pursuant
to which  GUFH,  in its  normal  course of  business  shall  lease or dispose of
portions of the Shopping Center or any interest therein, provided, however, that
no such  agreement,  deed,  lease,  assignment  or  other  instrument  shall  be
effective  unless and until approved and executed by GUFH; The Managers will use
the form of lease provided by UIRT,  unless GUFH approves a different form. (10)
SSG and UIRT, to the extent that funds of GUFH are available  therefor,  to make
repairs,  purchase supplies, pay all operating expenses and provide reserves for
repair and maintenance in accordance  with the budget and other  instructions of
GUFH; (11) UIRT to the extent that funds of GUFH are available therefor,  to pay
all taxes,  assessments,  rents and other impositions applicable to the Shopping
Center and other  assets  owned;  (12) SSG and UIRT to protect and  preserve the
titles  and  interests  of GUFH with  respect to the  shopping  Center and other
assets  owned;  (13)  UIRT,  to the  extent  that  funds of GUFH  are  available
therefor, to pay all premiums for and maintain all property and public liability
insurance  obtained by GUFH,  except SSG and UIRT shall  obtain and maintain any
required workmen's compensation insurance and shall deliver certificates thereof
to GUFH; (14) UIRT, to the extent that funds of GUFH are available therefor,  to
pay all  debts  and  other  obligations  of GUFH,  including  amounts  due under
permanent  financing of the Shopping  Center and other loans to GUFH  previously
approved by GUFH and costs of  construction,  operation and  maintenance  of the
Shopping Center; (15) UIRT to maintain all funds of GUFH held by the Managers in
such  accounts and in such bank or banks as may be approved from time to time by
GUFH;  (16) SSG and UIRT to prepare for  submission to GUFH budgets and plans of
development  for approval for the Operations of the Shopping  Center as provided
in Section 3 hereof; (17) UIRT to keep all books of account and other records of
GUFH in accordance  with the terms of this  Agreement;  (18) UIRT to prepare and
deliver to each Partner the periodic  reports  provided for in Section 4.3; (19)
UIRT to make  distributions,  to the  extent  that  funds of GUFH are  available
therefor,  to each Partner pursuant to written instructions from GUFH; (20) UIRT
to hold all security  deposits of tenants of the Shopping  Center in  accordance
with the laws of the State of Florida  and apply the same for the  purposes  set
forth in the respective  leases. (b) SSG and UIRT shall not expend more than the
fair  and  reasonable  market  value  at the  time  and  place  of  delivery  of
performance  for any goods  purchased or services  engaged on behalf of GUFH and
shall  collect for GUFH any rebates,  credits or discounts for any purchase made
on behalf of GUFH.  (c) Any  provision  hereof to the contrary  notwithstanding,
except for expenditures made and obligations incurred and previously approved by
GUFH or in direct pursuance to a budget approved by GUFH, SSG and UIRT shall not
have any authority to make any expenditure or incur any obligations on behalf of
GUFH.

Section 3. Budgets.  Not less than once in each calendar year and not later than
90 days prior to the end of the fiscal  year,  SSG and UIRT  shall  prepare  and
submit to GUFH for its  consideration,  a budget  ("Budget")  setting  forth the
estimated  receipts  and  expenditures  (capital,  operating  and  other)  to be
received and incurred in connection  with the Operations of the Shopping  Center
for the period  covered by the Budget.  Such budget will be prepared on the form
provided by UIRT unless GUFH approves a different  form.  When approved by GUFH,
SSG shall in good faith use its best efforts to  implement  the Budget and shall
be  authorized,  without  the  need  for  further  approval  of GUFH to make the
expenditures  and incur the obligations  provided for in the Budget.

Section 4. Records and Accounts.  4.1 UIRT shall provide an accounting system to
account  for the  business  of GUFH which shall set forth its charts of accounts
and procedures to meet the reporting,  accounting and tax return requirements of
GUFH in respect of Operations (such system as approved and adopted by GUFH being
hereinafter  called  the  "Accounting  System").  4.2 SSG and UIRT shall keep or
cause to be kept full, true and accurate  records and accounts of operations and
of SSG and UIRT's  performance  of its duties  under this  Agreement  and of all
transactions  on behalf  of GUFH in  connection  therewith  and of the costs and
expenses  thereof,   including  but  without  limiting  the  generality  of  the
foregoing,  records and accounts in accordance with the Accounting  System.  4.3
UIRT shall within  fifteen (15) days of the end of each  calendar  month furnish
GUFH a statement setting forth the cash flow from the Operations of the Shopping
Center and within sixty (60) days after the end of each  calendar year a balance
sheet and related  statement of profit or loss for GUFH for said period.  Within
the time allowed by Internal Revenue Service  regulations  after the end of each
calendar  year,  UIRT shall  submit to GUFH,  federal  and state tax returns for
GUFH. GUFH shall pay UIRT reasonable  expenses fees to prepare aforesaid balance
sheet,  profit  and loss  statement  and tax  returns,  such fees  estimated  at
approximately  $5,000  for  calendar  year  1999.  UIRT may also  incur  outside
accountant fees in preparation of the tax returns, for which GUFH will reimburse
UIRT.  UIRT shall also prepare and furnish GUFH on a quarterly basis a statement
comparing  revenue  and  expenses  actually  incurred  with the Budget  prepared
pursuant  to  Section 3 hereof.  4.4 UIRT shall  permit  GUFH upon  request,  to
inspect  and copy any and all records and  accounts  and furnish  GUFH with such
rent receipts, expense vouchers and statements compiled from such records as any
Partner may reasonably request.

Section 5. Management  Personnel;  Maintenance and Service  Expense;  Management
Fee. (a) SSG and UIRT at their sole and separate  cost and expense shall pay for
the services of all persons performing executive, administrative,  stenographic,
clerical and accounting  services  (except for those  performed by legal counsel
and independent  certified public  accountants at the request of GUFH and except
for those  performed by on site personnel  approved by GUFH) in connection  with
day-to-day  operations of the Shopping Center.  Subject to the terms of Sections
2.4 and 3  hereof,  SSG and  UIRT  shall  provide  personnel,  hire  independent
contractors  and  purchase  supplies  for the conduct of GUFH  affairs as may be
needed for the orderly and  expeditious  Operations of the Shopping  Center in a
business like manner.  (c) If SSG shall furnish or render services to tenants of
the Shopping Center other than those which are usually or customarily  furnished
or rendered in connection with the mere rental of shopping center premises,  the
cost of such  services  shall be borne by GUFH;  SSG shall notify UIRT to make a
separate  charge to the tenants for such  services and the amount of such charge
shall be received and retained by GUFH. (d) For the performance of its duties as
Managers  under this  Agreement,  GUFH will pay SSG a management fee equal to 4%
per annum and UIRT 2% per annum of all basic rents and percentage rents, paid by
tenants for space in the Shopping Center. In addition, SSG shall receive leasing
commissions in accordance with the attached Exhibit A, and UIRT will be paid for
tax return preparation  services pursuant to Section 4.3 above.

Section 6. Term. (a) This Agreement  shall  continue until  terminated,  upon 30
(thirty) days written  notice,  by GUFH, SSG or UIRT (b) This Agreement shall be
terminated  and except as to  liabilities  or claims which shall have accrued or
arisen prior to such termination, all obligations hereunder shall cease upon the
happening of any of the  following  events:  (i) If a petition in  bankruptcy is
filed by or against GUFH,  SSG or UIRT,  or if any shall make an assignment  for
the benefit of creditors,  or take  advantage of any  insolvency  act, any party
hereto may terminate  this Agreement  immediately  upon giving written notice to
the other parties.  (ii) If SSG or UIRT is negligent in the  performance of this
Agreement,  or if SSG or UIRT  deliberately  or willfully fail to perform any of
their  obligations  under  this  Agreement  within ten (10) days after a written
demand for  performance by GUFH,  GUFH may terminate this Agreement  immediately
upon  giving  written  notice  to SSG or  UIRT.  (c)  Upon  termination  of this
Agreement,  SSG and UIRT shall  deliver to GUFH any and all  leases,  accounting
records, files and other documents relating to the Shopping Center.

Section 7. Indemnification; Authority. 7.1 Except with respect to its agreements
contained herein,  SSG or UIRT, its officers,  agents and employees shall not be
responsible  for any  loss or  damage  suffered  or  done in the  course  of the
discharge of its duties hereunder except for any loss or damage arising directly
or indirectly from bad faith or willful act or gross negligence of its officers,
agents or employees.  7.2 SSG or UIRT shall not have  authority to act for or to
assume any  obligation  or liability on behalf of GUFH except such  authority as
conferred on SSG and UIRT by this  Agreement,  and SSG and UIRT shall  indemnify
and hold GUFH and its respective successors and assigns and agents harmless from
and against any and all losses,  claims damages and  liabilities  arising out of
any act or any  assumption of any  obligation by SSG and UIRT done or undertaken
on behalf of GUFH except pursuant to such authorization.

Section 8. Assignment of Management  Agreement.  This Agreement shall be binding
upon the parties hereto and their respective  successors and assigns;  provided,
however,  that SSG or UIRT may not assign their rights and interests or delegate
the whole of or, except as authorized  by this  Agreement,  delegate any part of
their  obligations or duties under this Agreement without the written consent of
GUFH.

Section 9.  Governing  Law.  This  Agreement  shall be construed and enforced in
accordance with the laws of the State of Florida.

Section 10. Notices. All notices,  consent,  approvals
and other communications hereunder shall be in writing and shall be delivered or
mailed by first-class  mail,  postage prepaid,  addressed as follows:  (a) If to
GUFH: at 27001 U.S. Highway 19 North, Suite 2095,  Clearwater,  Florida 33761 or
at such other  address as GUFH shall have  furnished to the Managers in writing.
(b) If to SSG: at 27001 U.S. Highway 19 North, Suite 2095,  Clearwater,  Florida
33761 or at such other  address as  Managers  shall  have  furnished  to GUFH in
writing. (c) If to UIRT: at 5847 San Felipe, Suite 850, Houston,  Texas 77057 or
at such other  address as UIRT shall have  furnished to the Managers in writing.

Section 11.  Amendments.  Neither  this  Agreement  nor any terms  hereof may be
changed,  waived,  discharged or terminated  orally,  except by an instrument in
writing signed by both parties.  Section 12.  Miscellaneous.  (a) This Agreement
shall not include  within its scope any  arrangements  between  GUFH and SSG and
UIRT for  services in  connection  with any future  development  of the Shopping
Center.  (b)  Except as herein  other wise  provided,  this  Agreement  shall be
binding  upon and inure to the benefit of the  parties  hereto,  their  personal
representatives,  successors and assigns. (c) The headings in this Agreement are
for reference only and shall not limit or, define the meaning  hereof.  (d) This
Agreement may be executed  simultaneously in two or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

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

                         GUFH:  GOLDING  UNITED  FISHHAWK  INC.
                         (General Partner)


                         By: /s/ David Scher, President
                         -------------------------------------------------------
                         David Scher, President

                         THE MANAGERS:  STUART S. GOLDING COMPANY


                         By:/s/Loren Pollack,  President
                         -------------------------------------------------------
                         Loren Pollack, President



  UNITED  INVESTORS  REALTY TRUST By: R. Steven Hamner,
Vice President - Chief Financial Officer
<PAGE>
Exhibit 23.1

                        Consent of Independent Auditors

     We  consent to the  incorporation  by  reference  in the:  1)  Registration
Statement on Form S-8 pertaining to the 1999 Open Market Purchase Plan of United
Investors  Realty Trust (the "Company");  2) Registration  Statement on Form S-3
and related  Prospectus of the Company for the registration of 15,000,000 common
shares of beneficial  interest;  and 3)  Registration  Statement on Form S-3 and
related  Prospectus  of the  Company  of up to  $100,000,000  of common  shares,
preferred shares, debt securities, securities warrants and rights, of our report
dated January 22, 2000 with respect to the Consolidated Financial Statements and
Schedule of United  Investors  Realty  Trust and  Subsidiaries  included in this
Annual Report on Form 10-K for the year ended December 31, 1999.


                                                  /s/ Ernst & Young, LLP


Houston, Texas
March 27, 1999