CREDIT AGREEMENT
                                ----------------


     This  Credit  Agreement  is  executed  by  the  parties  hereto  on
___________________,  but  is effective as of the Effective Date (as hereinafter
defined).  Weingarten  Realty  Investors,  a  Texas real estate investment trust
(the  "Borrower"), Bank of America, N.A., a national banking association (in its
individual capacity "BOA") and any bank that may hereafter become a party hereto
in  accordance  with  the  provisions  hereof  (each  individually, a "Bank" and
collectively,  the  "Banks"),  and BOA as Agent hereunder (in such capacity, the
"Agent")  for  the  Banks  hereunder,  hereby  agree  as  follows:


                                    ARTICLE  I

                       DEFINITIONS  AND  ACCOUNTING  TERMS

     SECTION  I.1.  Certain Defined Terms. As used in this Credit Agreement (the
                    ---------------------
"Agreement"),  the  following  terms  shall  have  the  following meanings (such
 ---------
meanings  to  be equally applicable to both the singular and plural forms of the
terms  defined):

     "Act"  shall  have  the  meaning  specified  in  Section  5.01.
      ---

     "Adjusted  Net  Proceeds"  has  the  meaning  specified  in  Section  7.04.
      -----------------------

     "Adjusted  Tangible  Net  Worth" means, as of any date, (a) Net Worth, less
      ------------------------------                                        ----
(b)  the aggregate book value of Intangible Assets shown on the balance sheet of
the Borrower prepared in accordance with GAAP, plus (c) accumulated depreciation
                                               ----
shown  on  the  balance  sheet of the Borrower prepared in accordance with GAAP.

     "Advance"  means  the Advances under the Revolving Credit Loan provided for
      -------
in  Section  2.01  hereof.

     "Affiliate"  means any Person which, directly or indirectly, controls or is
      ---------
controlled  by  or  is under common control with another Person. For purposes of
this  definition,  "control"  (including,  with  correlative meanings, the terms
"controlled  by"  and  "under common control with"), as used with respect to any
Person,  means  the power to direct or cause the direction of the management and
policies  of  such Person, directly or indirectly, whether through the ownership
of  voting  securities  or  by  contract  or  otherwise.

     "Annual  Service  Charge" means, for any Calculation Period, the sum of (i)
      -----------------------
the  amount  accrued  during  such  period in respect of interest (including the
interest component of Capitalized Lease obligations) and original issue discount
of  Debt  of the Borrower and its Subsidiaries, plus (ii) amounts accrued by the
                                                ----
Borrower  and  its  Subsidiaries  in  respect  of Disqualified Stock (including,
without  limitation,  dividends  payable  thereon).


<PAGE>
     "Annual Service Charge Coverage Ratio" has the meaning specified in Section
      ------------------------------------
7.07(a).

     "Applicable  Margin"  shall  mean with respect to any LIBOR Rate Advance, a
      ------------------
rate  per  annum  equal  to  fifty-five  one  hundredths  of one percent (.55%).

     "Assignee"  has  the  meaning  specified  in  Section  10.08(a)  hereof.
      --------

     "Assignment  and  Acceptance" has the meaning specified in Section 10.08(a)
      ---------------------------
hereof.

     "Bell  Plaza"  has  the  meaning  specified  in  Section  6.10  hereof.
      -----------

     "Bell  Plaza  Shopping  Center"  has  the meaning specified in Section 6.10
      -----------------------------
hereof.

     "Borrowing"  means  a  revolving  credit  loan borrowing under Section 2.01
      ---------
hereof  consisting  of  one Advance from each Bank, of the same Type made on the
same  day.

     "Business  Day"  means a day of the year on which banks are not required or
      -------------
authorized to close in Dallas, Texas and, if the applicable Business Day relates
to  any  LIBOR  Rate  Advances,  on  which dealings are carried on in the London
interbank  market.

     "Calculation  Period"  shall  mean  the applicable period specified in this
      -------------------
Agreement  for  the  particular  test  or  other calculation required hereunder.

     "Capital  Shares"  means,  with respect to any Person, any capital stock or
      ---------------
capital  shares  (including  without  limitation,  preferred  stock  or shares),
interests,  participations  or other ownership interests (however designated) of
such  Person,  and  any  rights,  warrants,  or options to purchase any thereof.

     "Capitalized Lease" means any lease of any property (whether real, personal
      -----------------
or mixed) which, in conformity with GAAP, is accounted for as a capital lease on
the  balance  sheet  of  the  lessee.

     "Cash  Equivalents"  means  (a)  marketable  direct  obligations  issued or
      -----------------
unconditionally  guaranteed  by  the  United  States  Government or issued by an
agency  thereof  or by the Federal National Mortgage Association; (b) commercial
paper  maturing no more than ninety (90) days after the date of creation thereof
and,  at  the  time  of acquisition, having a rating of at least A-1 or P-1 from
either  S&P  or  Moody's  (or,  if  at any time neither S&P nor Moody's shall be
rating  such  obligations,  then  the  highest rating from such other nationally
recognized  rating  services  acceptable  to  the  Agent);  (c)  investments  in
repurchase  agreements  backed by securities described in clause (a) hereof; and
(d)  domestic  and  eurodollar  certificates  of deposit or bankers' acceptances
maturing within ninety (90) days after the date of acquisition thereof issued by
any Bank or any commercial bank organized under the laws of the United States of
America  or  any state thereof or the District of Columbia having capital of not
less  than  $100,000,000.

     "Central  Plaza"  has  the  meaning  specified  in  Section  6.09  hereof.
      --------------

<PAGE>
     "Central  Plaza  Shopping Center" has the meaning specified in Section 6.09
      -------------------------------
hereof.

     "Closing Date" means the date the Agreement becomes effective in accordance
      ------------
with  Article  IV.

     "Code"  means  the  Internal  Revenue Code of 1986, as amended from time to
      ----
time,  and  any  successor  statute.

     "Commitment"  means,  as  to  any  Bank, such Bank's Pro Rata Percentage of
      ----------
$100,000,000,  as  such  amount  is set forth on the signature pages hereof with
respect  to  each  Bank  on and as of the Closing Date, and as it may be reduced
from  time  to time in accordance with Section 2.05, and includes its commitment
in  respect  of  the  Revolving  Credit  Loan  as described in Section 2.01, and
"Commitments"  means,  collectively,  the  Commitments  for  all  the  Banks.
      ------

     "Commitment  Fee"  means,  the  $75,000 nonrefundable Commitment Fee, to be
      ---------------
paid  to  Agent in consideration of the commitment of Agent to make the proceeds
of  the  Revolving  Loan  available to the Borrower from time to time during the
term of, and as provided in, this Agreement.  The Borrower and Agent acknowledge
and  agree that the Commitment Fee is a bona fide commitment fee and is intended
as  reasonable  compensation  to Agent for committing to make funds available to
the  Borrower  as  described  herein  and  for  no  other  purpose.

     "Compliance  Certificate"  has  the  meaning  specified in Section 6.01(c).
      -----------------------

     "Debt"of  the  Borrower  or  any  Subsidiary  means any indebtedness of the
      ----
Borrower,  or  any Subsidiary, whether or not contingent, in respect of (without
duplication):

     (i)     borrowed  money,  or  obligations  evidenced  by  bonds,  notes,
debentures  or  similar  instruments,

     (ii)     the  portion  of  indebtedness  secured  by  any  Lien existing on
property  owned  by  the  Borrower  or  any  Subsidiary,

     (iii)     the  reimbursement  obligations,  contingent  or  otherwise,  in
connection with any letters of credit or similar instruments issued or confirmed
by  banks or other financial institutions for the account of the Borrower or any
Subsidiary,

     (iv)     amounts  representing  the  balance  deferred  and  unpaid  of the
purchase  price  of  any  property  or  services  (except  any such balance that
constitutes trade payables) or conditional sale obligations or obligations under
any  title  retention  agreement,

     (v)     the  principal  amount  of  all  obligations of the Borrower or any
Subsidiary  with  respect  to  redemption,  repayment or other repurchase of any
Disqualified  Stock,

     (vi)     Guaranties,  or


<PAGE>
     (vii)     obligations  of  the Borrower or any Subsidiary as lessee under a
Capitalized  Lease;  provided  that  the  items of indebtedness under (i), (ii),
(iii) and (iv) above shall be deemed to be Debt only to the extent that any such
items (other than obligations in respect of letters of credit) would appear as a
quantified  liability on the Borrower's consolidated balance sheet in accordance
with  GAAP  (as  distinguished  from  being  referred  to  in  the notes to such
Financial  Statement).

     The  term  "Debt"  shall not include (x) contingent liabilities relating to
deposit  and/or  endorsement of checks in the ordinary course of business of the
Borrower  or  any  Subsidiary; or (y) guaranties or contingent liabilities under
leases  customarily  undertaken or incurred by the Borrower or any Subsidiary in
the  ordinary  course  of business as either landlord or tenant. The term "Debt"
includes  the  Borrower's  and  Subsidiaries'  share of debt of partnerships and
joint  ventures  (other  than  debt  that is non-recourse to the Borrower or its
Subsidiaries)  which  are  accounted  for on the Borrower's Financial Statements
under  the  equity  method  of  accounting.

     "Debtor  Laws"  means  all  applicable  liquidation,  conservatorship,
      ------------
bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization or
      ----
similar  laws  or  general  equitable  principles  from  time  to time in effect
affecting  the  rights  of  creditors  generally.

     "Default"  means  any  event  which,  with  the  lapse of time or giving of
      -------
notice,  or  both,  would  constitute  an  Event  of  Default.

     "Disqualified  Stock" means, with respect to any Person, any Capital Shares
      -------------------
of  such  Person, which by the terms thereof (or by the terms of any security or
instrument  into  which  such  Capital  Shares are convertible or for which such
Capital  Shares are exchangeable or exercisable) upon the happening of any event
or  otherwise,  (i)  mature or are mandatorily redeemable, pursuant to a sinking
fund  obligation  or  otherwise,  (ii)  are  convertible into or exchangeable or
exercisable  for  Debt  or  Disqualified  Stock,  or (iii) are redeemable at the
option  of the holder thereof, in whole or in part, in each case on a date prior
to  the  stated  maturity  of  the  Notes.

     "Effective  Date"  shall mean the earlier to occur of (i) Borrower's giving
      ---------------
Agent  written notice designating an effective date (which designated date shall
be no earlier than 3 Business Days following the giving of such notice), or (ii)
March  1,  2000, provided, in either case, that Borrower has wire transferred to
Agent  the  Commitment  Fee.

     "Eligible  Assignee" means any of (i) a commercial bank organized under the
      ------------------
laws of the United States, or any State thereof or the District of Columbia; and
(ii)  a savings and loan association or savings bank organized under the laws of
the  United  States, or any State thereof or the District of Columbia, provided,
however,  that  no institution described in clause (i) or (ii) above shall be an
 ------
Eligible Assignee unless it has total assets in excess of $20 billion and unless
debt  obligations  issued  by  such financial institution (or by a parent entity
owning  beneficially all of the capital stock of such financial institution) are
rated  "Baa2"  or  higher  by  Moody's  or  "BBB"  or  higher  by  S  &  P.

     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
      -----
amended  from  time  to time, and the regulations promulgated and rulings issued
thereunder.

<PAGE>
     "ERISA Affiliate" means any Subsidiary or trade or business (whether or not
      ---------------
incorporated) which is a member of a group of which the Borrower is a member and
which  is under common control within the meaning of Section 414 of the Code and
the  rules  and  regulations  thereunder.

     "ERISA  Event"  means any of the following events: (a) a "Reportable Event"
      ------------
described  in Section 4043 of ERISA and the regulations issued thereunder (other
than a "Reportable Event" not subject to the provisions for the 30-day notice to
the PBGC under such regulations), (b) the withdrawal of the Borrower from a PBGC
Plan  during  a plan year in which it was a Asubstantial employer" as defined in
Section  4001  (a)(2)  of  ERISA  or the incurrence of liability by the Borrower
under  Section  4064  of  ERISA,  (c)  the distribution of a notice of intent to
terminate  a PBGC Plan pursuant to Section 4041 (c) of ERISA or the treatment of
a  PBGC  Plan  amendment  as  a termination under Section 4041 of ERISA, (d) the
institution  of  proceedings  to  terminate  a PBGC Plan by the PBGC, or (e) any
other  event  or  condition which might constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
PBGC  Plan.

     "Eurocurrency  Liabilities"  has  the  meaning  assigned  to  that  term in
      -------------------------
Regulation  D  of  the  Board  of Governors of the Federal Reserve System, as in
      -
effect  from  time  to  time.

     "Events  of  Default"  has  the  meaning  specified  in  Section  8.01.
      -------------------

     "Financial  Statements" shall mean statements of the financial condition of
      ---------------------
the  Borrower  and  its Subsidiaries on a consolidated basis as set forth in the
Borrower's  Annual  Report  on  Form  10K  for  each  calendar  year,  or in the
Borrower's  Quarterly  Report on Form 10-Q for each quarterly accounting period,
and  filed with the Securities and Exchange Commission, or if such filing is not
permitted  or  required  at  any  time, financial statements in such form of the
Borrower  and  its  Subsidiaries on a consolidated basis, delivered to the Agent
and,  in  such  event,  for  quarterly  financial  statements,  certified  by  a
Responsible  Officer as presenting fairly the consolidated financial position of
the  Borrower  and  its Subsidiaries as of the date indicated and the results of
their  operations for the period indicated in conformity with GAAP, consistently
applied,  subject  to  changes  resulting  from  year-end  adjustments,  and for
year-end  financial statements together with the unqualified opinion of Deloitte
&  Touche,  or  other  independent  public  accountants  of  recognized national
standing selected by the Borrower, stating that such financial statements fairly
present the consolidated financial position of the Borrower and its Subsidiaries
as  of  the  date indicated and the consolidated results of their operations and
changes  in financial position for the period indicated in conformity with GAAP,
consistently  applied.

     "Fixed Charge" means, for any Calculation Period, the sum of (i) the amount
      ------------
accrued  during  such  period  in  respect  of  interest (including the interest
component  of Capitalized Lease Obligations) and original issue discount of Debt
of  the  Borrower  and  its  Subsidiaries,  plus (ii) principal payments on Debt
                                            ----
scheduled  to be paid during such period (excluding any balloon payment on notes
or  other  obligations which are normally refinanced) plus (iii) amounts accrued
                                                      ----
by  the  Borrower  and  its  Subsidiaries  in  respect  of  Borrower's  (and its
Subsidiaries')  outstanding  preferred  stock  (including,  without  limitation,
dividends  payable  thereon).

     "Fixed Charge Coverage Ratio" has the meaning specified in Section 7.07(b).
      ---------------------------

<PAGE>
     "Funds from Operations" means for any Calculation Period, net income of the
      ---------------------
Borrower  and  its  Subsidiaries  plus  (i) each of the following, to the extent
                                  ----
actually  deducted  in  arriving  at  such  net  income  during such period: (A)
depreciation  and  amortization  expenses,  (B)  the  amount accrued during such
period  in  respect of interest (including the interest component of Capitalized
Lease  obligations)  and original issue discount of Debt of the Borrower and its
Subsidiaries, and (C) extraordinary charges plus (ii) the excess, if any, of the
                                            ----
share  of  distributable  funds allowable under any joint venture or partnership
which is not a Guarantor over net income from such joint venture or partnership,
minus (iii) each of the following to the extent actually included in arriving at
-----
such  net  income  during  such  period: (x) gains on the sale or disposition of
properties  and  investment securities of the Borrower and its Subsidiaries, and
(y)  the  excess,  if  any,  of net income from any joint venture or partnership
which  is not a Guarantor, over the share of distributable funds allowable under
the  applicable  joint  venture  or  partnership  agreement.

     "GAAP"  means  generally  accepted  accounting  principles set forth in the
      ----
opinions  and pronouncements of the Accounting Principles Board and the American
Institute  of Certified Public Accountants, and statements and pronouncements of
the  Financial  Accounting  Standards  Board.

     "Governmental  Authority"  means  any (domestic or foreign) federal, state,
      -----------------------
county,  municipal,  parish, provincial, or other government, or any department,
commission,  board,  court,  agency  (including,  without  limitation,  the
Environmental Protection Agency), or any other instrumentality of any of them or
any  other  political  subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory, or administrative functions of, or pertaining
to, government, including, without limitation, any arbitration panel, any court,
or  any  commission.

     "Governmental  Requirement"  means  any  order,  permit,  law,  statute
      -------------------------
(including,  without  limitation,  any  statute  enacted  in  connection with or
relating  to  the protection or regulation of the environment), code, ordinance,
rule,  regulation,  certificate,  or  other  direction  or  requirement  of  any
Governmental  Authority.

     "Guarantor"  means  each  Subsidiary  which  is  a corporation, 100% of the
      ---------
capital  stock  of which is owned by the Borrower, or a Subsidiary, and that has
executed  or  will  execute  a Guaranty Agreement, including without limitation,
each  Guaranty  Agreement  executed  in  accordance  with  Section  6.06 herein.

     "Guaranty"  or  "Guarantees" has the meaning specified in Section 7.12, and
      --------        ----------
does  not  include  a  "Guaranty  Agreement",  executed in favor of the Banks in
connection  with  this  Agreement.

     "Guaranty  Agreement"  means  a  Guaranty  Agreement  executed  by  each
      -------------------
Guarantor    substantially  in  the  form  of  Exhibit 1.01-A, attached  hereto.


<PAGE>
     "Highest  Lawful  Rate"  means,  with  respect  to  each  Bank, the maximum
      ---------------------
nonusurious  interest  rate,  if  any, that at any time or from time to time may
be  contracted  for,  taken,  reserved, charged, or received with respect to any
Note  or  on  other amounts, if any, due to such Bank pursuant to this Agreement
or  any  other  Loan  Document  under  laws  applicable  to  such Bank which are
presently  in  effect  or,  to  the extent allowed by law, under such applicable
laws  which  may  hereafter  be  in  effect.

     "Intangible  Assets"  means  those  assets  of  the  Borrower which are (a)
      ------------------
deferred  assets,  other  than prepaid insurance and prepaid taxes, (b) patents,
copyrights,  trademarks, tradenames, franchises, goodwill, experimental expenses
and  other  similar  assets  which would be classified as intangible assets on a
balance  sheet  of  the  Borrower,  prepared  in  accordance  with GAAP, and (c)
unamortized  debt  discount  and  expenses.

     "Interest  Period"  means,  for  each LIBOR Rate Advance comprising part of
      ----------------
the  same  Borrowing,  the  period commencing on the date of such Advance or the
date  of  the  conversion of any  Advance  into  such  an  Advance and ending on
the  last  day  of  the  period  elected  by  the  Borrower  pursuant  to  the
provisions  below and, thereafter, each subsequent period commencing on the last
day  of  the  immediately preceding Interest  Period  and  ending  on  the  last
day  of  the  period  selected by the Borrower pursuant to the provisions below.
The duration of each such Interest Period  shall  be  seven (7) days or one, two
or  three  months,  as the Borrower may,  upon  notice  received  by  the  Agent
have  selected  in  accordance  with  Section  2.02;  provided  however,  that:

(i)     the duration of any Interest Period which commences before any principal
repayment  date  required  hereunder  and  would  otherwise  end  (but  for this
provision)  after  such  date  shall  end  on  such  date;  and

(ii)     whenever  the last day of any Interest Period would otherwise (but  for
this  provision) occur on a day other than a Business Day, the last day  of such
Interest Period shall be extended to occur on the next succeeding Business  Day,
provided,  that,  if  such  extension would cause the last day of such  Interest
Period  to  occur  in  the next following calendar month, the last day  of  such
Interest  Period  shall  occur  on  the  next  preceding  Business  Day.


     "Interest  Rate  Agreements"  shall  have  the meaning specified in Section
      --------------------------
8.01(i).

     "Investment"  of  any Person means any investment so classified under GAAP,
      ----------
and,  whether  or not so classified, includes (a) any direct or indirect loan or
advance  made  by  it  to  any other Person, whether by means of stock purchase,
loan,  advance  or  otherwise, (b) any capital contribution to any other Person,
and  (c)  any  ownership  or  similar  interest  in  any  other  Person.

     "LIBOR Rate" means, for any Interest Period for each LIBOR Rate Advance, an
      ----------
interest  rate  per annum determined by the Agent to be the average (rounded, if
necessary,  to  the  nearest  whole multiple of one thirty-second of one percent
(1/32%)  if  such  average  is  not a multiple thereof) of the rate per annum at
which  deposits  in  U.S.  dollars  are  offered  to  prime  banks in the London
interbank  market  at  11:00  A.M.  (London time) two Business Days prior to the
commencement  of  such Interest Period, in an amount substantially equal to such
LIBOR  Rate  Advance  and  for  a  period  equal  to  such  Interest  Period.

<PAGE>
     "LIBOR  Rate  Advance"  means  an Advance which bears interest at the LIBOR
      --------------------
Rate  as  provided  in  Section  2.06(a).

     "LIBOR Rate Reserve Percentage" of any Bank for any Interest Period for any
      -----------------------------
LIBOR  Rate Advance means the reserve percentage, if any, applicable during such
Interest Period (or if more than one such percentage shall be so applicable, the
daily  average of such percentages for those days in such Interest Period during
which  any such percentage shall be so applicable) under regulations issued from
time  to  time  by  the Board of Governors of the Federal Reserve System (or any
successor)  for  determining the maximum reserve requirement (including, without
limitation,  any  emergency, supplemental or other marginal reserve requirement,
expressed  as  a percentage per annum) for such Bank with respect to liabilities
or  assets  consisting  of  or  including eurocurrency liabilities having a term
equal  to  such  Interest  Period.

     "Lien" means any claim, mortgage, deed of trust, pledge, security interest,
      ----
encumbrance,  lien,  or  charge  of any kind (including, without limitation, any
agreement  to  give  any  of the foregoing), any conditional sale or other title
retention  agreement,  or the interest of the lessor under any Capitalized Lease
(but  otherwise  excluding  leases).

     "Loan  Documents" means this Agreement, the Notes, the Guaranty Agreements,
      ---------------
and  any  document  or  instrument  executed  in  connection with the foregoing.

     "Majority  Banks  means  at  any time Banks holding at least 66 2/3% of the
      ---------------
then  aggregate  unpaid  principal  amount of the Notes held by Banks, or, if no
such  principal amount is then outstanding, Banks having at least 66 2/3% of the
Commitments.

     "Margin  Stock"  shall  have  the  meaning  assigned to such term in any of
      -------------
Regulation  T,  U  or  X.

     "Moody's"  means  Moody's  Investors  Service,  Inc.
      -------

     "Morgan  Loan  (Series  1995)"  has  the  meaning specified in Section 6.09
      ----------------------------
hereof.

     "Morgan  Loan  (Series  1996)"  has  the  meaning specified in Section 6.10
      ----------------------------
hereof.

     "Multiemployer  Plan"  means  a  Amultiemployer plan" as defined in Section
      -------------------
4001(a)(3)  of  ERISA  to which the Borrower or any ERISA Affiliate is making or
accruing  or  has  made  or  accrued  an  obligation  to  make  contributions.


<PAGE>
     "Net  Proceeds"  means  with respect to the disposition of Real Property of
      -------------
the  Borrower  permitted by Section 7.04 hereof, all proceeds realized from such
disposition  after  deducting:  (i)  any  withholding  taxes  arising  from  the
disposition  of  assets  located outside of the United States; (ii) the ordinary
and customary out-of-pocket costs of such disposition; and (iii) amounts applied
to  the  repayment of Debt secured by Liens on such Real Property, to the extent
such  Liens  were  not  prohibited  hereunder. "Net Proceeds" shall also include
proceeds  of  insurance  with  respect to an actual or constructive loss of such
property,  an  agreed  or compromised loss of such property or the taking of any
such  property  under  the  power  of eminent domain and condemnation awards and
awards  in  lieu  of  condemnation for the taking of property under the power of
eminent  domain.

     "Net  Worth"  means,  as  of any date, Assets (which term, for the purposes
      ----------
hereof,  means  Assets  as  shown on a balance sheet prepared in accordance with
GAAP)  minus Liabilities (which term, for the purposes hereof, means Liabilities
as  shown  on  a  balance  sheet  prepared  in  accordance  with  GAAP).

     "Non-Recourse  Debt"  of any Person means Debt of such Person in respect of
      ------------------
which  (other  than with respect to agreements in respect of such Debt regarding
the  occurrence  of  certain  wrongful  acts or misapplication of funds) (i) the
recourse  of  the  holder  of  such Debt, whether direct or indirect and whether
contingent  or otherwise, is effectively limited to the assets directly securing
such  Debt;  and  (ii)  such holder may not collect by levy of execution against
assets  of  such  Person generally (other than the assets directly securing such
Debt)  if  such  Person fails to pay such Debt when due and the holder obtains a
judgment  with  respect  thereto.

     "Note"  or  "Notes"  has  the  meaning  specified  in  Section  2.02(c).
      ----        -----

     "Notice  of  Borrowing"  has  the  meaning  specified  in  Section 2.02(a).
      ---------------------

     "Notice  of Interest Conversion" has the meaning specified in Section 2.09.
      ------------------------------

     "Obligations"  means  all  of  the  obligations  of  the  Borrower  and its
      -----------
Subsidiaries now or hereafter existing under the Loan Documents to which it is a
      --
party,  whether  for  principal,  interest,  fees,  expenses, indemnification or
otherwise.

     "Organizational  Document"  has  the  meaning set forth in Section 4.01(d).
      ------------------------

     "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation.
      ----

     "Permitted  Debt"  means Debt which does not exceed the limits specified in
      ---------------
Section  7.02.

     "Permitted  Liens"  means:
      ----------------

     (a)     non-consensual Liens imposed by operation of law including, without
limitation,  Liens for taxes not yet delinquent, landlord Liens for rent not yet
due  and  payable, and Liens for materialmen, mechanics, warehousemen, carriers,
employees,  workmen,  repairmen,  current  wages,  or  accounts  payable not yet
delinquent  and  arising  in the ordinary course of business; provided, however,
that  any  right  to  seizure,  levy, attachment, sequestration, foreclosure, or
garnishment with respect to Property of the Borrower or any Subsidiary by reason
of  such  Lien  has  not  matured, or has been, and continues to be, effectively
enjoined  or  stayed;


<PAGE>
     (b)     easements,  rights-of-way, restrictions, and other similar Liens or
imperfections  to  title  which do not materially interfere with the occupation,
use,  and enjoyment by the Borrower or any Subsidiary of the Property encumbered
thereby  or materially impair the value of such Property subject thereto for its
intended  purpose;

     (c)     Liens  (other  than any Lien imposed by ERISA) incurred or deposits
made  in  the  ordinary  course  of  business  (i)  in  connection with workers'
compensation, unemployment insurance and other types of social security, or (ii)
to  secure  (or  to  obtain  letters  of  credit that secure) the performance of
tenders,  statutory  obligations,  surety  and  appeal  bonds,  bids,  leases,
performance  or  payment  bonds,  purchase,  construction or sales contracts and
other  similar obligations, in each case not incurred or made in connection with
the  borrowing  of  money, the obtaining of advances or credit or the payment of
the  deferred  purchase  price  of  property;  and

     (d)     UCC  protective filings with respect to personal property leased to
the  Borrower  or  any  Subsidiary.

     "Person"  means  an  individual,  partnership,  corporation  (including  a
      ------
business  trust),  joint stock company, trust, unincorporated association, joint
      -
venture  or  other  entity,  or  a  Governmental  Authority.

     "Plan"  means  any employee benefit plan within the meaning of Section 3(3)
      ----
of  ERISA,  other  than  a Multiemployer Plan, maintained by the Borrower or any
ERISA  Affiliate.

     "Prime Rate" shall mean for each Prime Rate Portion the rate per annum most
      ----------
recently  established  by  Agent  as  its  Aprime  rate".  Without notice to the
Borrower  or  any  other  Person, the Prime Rate shall change automatically from
time to time as and in the amount by which such prime rate shall fluctuate, with
each  such  change  to  be effective as of the date of each change in such prime
rate.  The  Prime  Rate is set by Agent as a general reference rate of interest,
taking  into  account  such  factors  as  Agent  may  deem appropriate, it being
understood  that  it is not necessarily the lowest or best rate actually charged
to  any  customer  or  a  favored rate, that it may not correspond to any future
increases  or  decreases  of  interest rates charged by other lenders, or market
rates  in general, and Agent may make various commercial or other loans at rates
of  interest  having  no  relationship  to  such  rate.

     "Prime  Rate  Advance"  means  an Advance which bears interest at the Prime
      --------------------
Rate.

     "Property"  means  any  interest or right in any kind of property or asset,
      --------
whether  real,  personal, or mixed, owned or leased, tangible or intangible, and
whether  now  held  or  hereafter  acquired.

     "Pro  Rata  Percentage"  or  Aratably"  means  as  to  any  Bank a fraction
      ---------------------
(expressed  as  a  percentage)  the  numerator  of  which shall be the aggregate
      --
original principal amount of such Bank's Note and the denominator of which shall
be  $100,000,000.

     "Rating  Certificate"  has  the  meaning  specified  in  Section  6.01(h).
      -------------------


<PAGE>
     "Real Property" means all of the land, buildings, improvements and projects
      -------------
under  construction  owned  by the Borrower or any Subsidiary, including without
limitation  all  improvements  thereon,  fixtures,  and  any  leasehold or other
interest  in  such property owned or held by the Borrower or any Subsidiary, but
excluding  Property  under  direct financing leases (as reflected on the balance
sheet  of  the  Borrower).

     "Register"  has  the  meaning  specified  in  subsection  10.08(c)  hereof.
      --------

     "Regulation T" "Regulation U" and "Regulation X" means Regulation T, U or
      ----------------------------------------------
aX,s  the case may be, of the Board of Governors of the Federal Reserve System,
or any successor  or other  regulation  hereafter  promulgated by said Board to
replace  the  prior  Regulation  T,  U  or  X and having substantially the same
function.

     "Responsible  Officer"means  the  chief  financial  officer  or  the  chief
      --------------------
accounting  officer  of  the  Borrower.
      -

     "Revolving Credit Loan" or "Revolving Loan" means the revolving credit loan
      ---------------------      --------------
to  be  made  under  Section  2.01  hereof.

     "Revolving  Credit Termination Date" means the earlier of (i) three hundred
      ----------------------------------
sixty-four (364) days from the Effective Date of this Agreement or (ii) the date
(x)  the  Commitments  have  been  terminated  in accordance with this Agreement
(including,  without  limitation, under Section 8.01 hereof) and (y) all amounts
due  and  owing  under  the  Notes  have  been  paid  in  full.

     "S&P" means Standard & Poor's Rating Service, a division of The McGraw Hill
      ---
Companies.

     "Subsidiary"  shall  mean (i) a corporation of which a sufficient number of
      ----------
shares of stock having ordinary voting power (other than stock having such power
only  by  reason  of  the happening of a contingency) to elect a majority of the
board  of  directors of such corporation are owned directly or indirectly by the
Borrower,  or  (ii)  any  partnership  or other business entity, with respect to
which the Borrower or a Guarantor owns an equity interest sufficient to exercise
majority  voting  power  over  management decisions. For purposes of clause (ii)
aforesaid, neither the Borrower nor a Guarantor shall be deemed to own an equity
interest  sufficient  to  exercise  Amajority  voting  power  over  management
decisions"  if  certain  major  decisions  of such partnership or other business
entity (e.g., a decision to sell property) require consent of Persons other than
the  Borrower  or  Guarantor.  For  purposes  of  this  definition,  Weingarten
Properties  Trust,  a Texas real estate investment trust, shall not be deemed to
be  a  Subsidiary.

     "Total  Assets"  as of any date means the sum of (i) the Undepreciated Real
      -------------
Estate  Assets,  and  (ii)  the  aggregate book value of all other assets of the
Borrower  and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP (after deducting therefrom assets classified as Aintangible assets" in
accordance  with  GAAP.)

     "Total  Commitment"  shall  mean the sum of the Commitments in effect under
      -----------------
this  Agreement  from  time  to  time.


<PAGE>
     "Type"  refers  to  the  determination  whether an Advance is a Prime  Rate
      ----
Advance  or  a  LIBOR  Rate Advance (or a Borrowing comprised of such Advances).

     "Undepreciated  Real Estate Assets" as of any date means the aggregate book
      ---------------------------------
value,  before  deduction  for  depreciation  and amortization, of Real Property
assets  of the Borrower and the Subsidiaries, determined on a consolidated basis
in  accordance  with  GAAP.

     "Unimproved  Real  Property"  shall  mean  Land  Held  For  Development, as
      --------------------------
reflected  on  the  Financial  Statements.
      -

     SECTION  I.2.  Accounting  Terms.  All  accounting  terms  not specifically
                    -----------------
defined  herein shall be construed in accordance with GAAP consistent with those
applied  in  the  preparation of the financial statements referred to in Section
5.02.


                               ARTICLE  II

                  AMOUNTS  AND  TERMS  OF  THE  ADVANCES

     SECTION  II.1.  The  Revolving Credit Loan.  Each Bank severally agrees, on
                     --------------------------
the  terms and conditions hereinafter set forth, to make Advances on a revolving
credit  basis  to  the Borrower from time to time on any Business Day during the
period  on  and  after  the  Effective  Date  hereof  until the Revolving Credit
Termination  Date,  in an aggregate amount not to exceed at any time outstanding
an  amount  equal  to  such  Bank's  Commitment.  Each  Borrowing shall be in an
aggregate  amount not less than $5,000,000 or an integral multiple of $1,000,000
in  excess  thereof  and  shall consist of Advances of the same Type made on the
same  day by the Banks ratably according to their respective Commitments. Within
the  limits  set  forth  herein,  until,  and  including,  the  Revolving Credit
Termination  Date, the Borrower may borrow, prepay pursuant to Sections 3.02 and
3.03  and  reborrow under this Section 2.01. The principal amount outstanding of
all  Advances  shall  mature  and,  together  with  accrued  and unpaid interest
thereon,  shall  be  due  and  payable on the Revolving Credit Termination Date.

     SECTION  II.2.  Making  the  Advances  on  the  Revolving  Credit  Loan.
                     -------------------------------------------------------


<PAGE>
     (a)     Each  Borrowing  shall  be made on the Borrower's written notice in
the  form  set forth as Exhibit 2.02(a), attached hereto ("Notice of Borrowing")
                                                           -------------------
or  oral  notice  (containing the information required in a Notice of Borrowing)
given  by  the  Borrower  to  the Agent not later than 10:00 A.M. (Dallas, Texas
time)  (i) on the third Business Day prior to the date of the proposed Borrowing
in  the  case  of a LIBOR Rate Advance, and (ii) on the same Business Day of the
proposed  Borrowing in the case of a Prime Rate Advance (to the extent permitted
under  Section  2.06(b)).  With  respect  to  any  oral Notice of Borrowing, the
Borrower  shall  promptly thereafter confirm such notice in writing. Each Notice
of  Borrowing  shall  specify  therein the requested (i) date of such Borrowing,
(ii)  Type of Advances comprising such Borrowing, (iii) aggregate amount of such
Borrowing, and (iv) in the case of a Borrowing comprised of LIBOR Rate Advances,
the  initial  Interest  Period for each such Advance; provided that, there shall
not  be  more  than three (3) Interest Periods for a period of seven (7) days in
effect  at  any  one  time  with respect to any Note, and no more than seven (7)
Interest  Periods in effect in the aggregate at any one time with respect to any
Note.  The  Agent  shall  promptly deliver a copy of each Notice of Borrowing to
each  Bank. Each Bank shall, before 11:00 A.M. (Dallas time) on the date of such
Borrowing,  make  available  to  the Agent at its address referred to in Section
10.02,  in  immediately  available  funds,  such  Bank's ratable portion of such
Borrowing. After the Agent's receipt from the Banks of such funds (and not prior
thereto), and upon fulfillment of the applicable conditions set forth in Article
IV,  the  Agent  will  promptly make such funds available to the Borrower at the
Agent's  aforesaid  address.  Each  Notice of Borrowing shall be irrevocable and
binding  on  the  Borrower.

     (b)     The failure of any Bank to make an Advance to be made by it as part
of  any  Borrowing  shall  not relieve any other Bank of its obligation, if any,
hereunder  to  make its Advance on the date of such Borrowing, but no Bank shall
be  responsible for the failure of any other Bank to make the Advance to be made
by  such  other  Bank  on  the  date  of  any  Borrowing.

     (c)     The  Borrower  shall  execute and deliver for each Bank to evidence
the  Advances made or to be made by such Bank pursuant to Section 2.01 hereof, a
promissory  note  (each such note a "Note" and more than one Note, the "Notes"),
                                     ----                               -----
dated as of the Closing Date, in the amount of such Bank's Commitment. Each Note
shall  be  substantially  in  the  form  of  Exhibit  2.02(c)  with  the  blanks
appropriately filled, and shall mature on the Revolving Credit Termination Date.

     SECTION  II.3.   INTENTIONALLY  DELETED.
                      ----------------------

     SECTION  II.4.   INTENTIONALLY  DELETED.
                      ----------------------

     SECTION  II.5.  Reduction  of  the Commitments. The Borrower shall have the
                     ------------------------------
right,  upon at least three (3) Business Days' notice to the Agent, to terminate
in whole or reduce ratably in part the unused portions of the Commitments of the
Banks,  provided that each partial reduction shall be in the aggregate amount of
$5,000,000  or an integral multiple thereafter of $1,000,000. Any termination or
reduction  pursuant  to  this  Section  2.05 shall be a permanent termination or
reduction  of  the  Commitments.

     SECTION  II.6.  Interest. Each Advance shall bear interest at the rates set
                     --------
forth  below, and the Borrower shall pay interest on the unpaid principal amount
of  each  Advance  made  by  each  Bank from the date of such Advance until such
principal  amount shall be paid in full, at the times and at the rates per annum
set  forth  below:

     (a)     LIBOR Rate Advances. During such periods as such Advance is a LIBOR
             -------------------
Rate  Advance,  a  rate per annum equal at all times during each Interest Period
for  such  Advance  to  the  lesser  of  (i)  the sum of the LIBOR Rate for such
Interest  Period  for  such  Advance  plus  the Applicable Margin, together with
additional  interest due under Section 2.07 hereof, if any, and (ii) the Highest
Lawful  Rate,  payable  quarterly  in  arrears on the first day of each calendar
quarter,  commencing with the calendar quarter following the calendar quarter in
which  the  Effective Date of this Agreement occurs, and on the Revolving Credit
Termination  Date.


<PAGE>
     (b)     Prime Rate Advances. During such periods as such Advance is a Prime
             -------------------
Rate Advance, a rate per annum equal at all times to the lesser of (i) the Prime
Rate and (ii) the Highest Lawful Rate, payable quarterly in arrears on the first
day of each calendar quarter, commencing with the calendar quarter following the
calendar  quarter  in  which the Effective Date of this Agreement occurs, and on
the  Revolving  Credit  Termination  Date.

     (c)     Interest  Computations.  All  computations of interest hereunder at
             ----------------------
the  Prime  Rate  pursuant  to this Article II shall be made by the Agent on the
basis  of a year of 365 or 366 days, as the case may be, and all computations of
interest  hereunder  at  the LIBOR Rate (plus the Applicable Margin) pursuant to
this  Article  II  shall be made by the Agent on the basis of a year of 360 days
(but  if  a  360 day calculation would result in a rate in excess of the Highest
Lawful  Rate,  then  based on a year of 365 or 366 days, as the case may be), in
each  case  (whether  for  a LIBOR Rate Advance or a Prime Rate Advance) for the
actual  number  of  days  (including  the  first day but excluding the last day)
occurring  in  the period for which such interest is payable. Each determination
by  the  Agent of an interest rate hereunder shall be conclusive and binding for
all  purposes,  absent  manifest  error.

     (d)     Past  Due Rate.  Any amount of principal which is not paid when due
             --------------
(whether  at stated maturity, by acceleration or otherwise) shall bear interest,
from  the  date  on  which such amount is due until such amount is paid in full,
payable  on  demand, at a rate per annum equal at all times to the lesser of (i)
two percent (2%)  per annum above the Prime Rate in effect from time to time and
(ii)  the  Highest  Lawful  Rate.

     SECTION  II.7.  Additional  Interest  on  LIBOR  Rate  Advances. Subject to
                     -----------------------------------------------
Section  10.09  hereof, the Borrower shall pay to each Bank, at such time as and
so  long  as  such  Bank  shall  be  required  under regulations of the Board of
Governors  of  the  Federal  Reserve System to maintain reserves with respect to
liabilities  or  assets  consisting  of  or  including Eurocurrency Liabilities,
additional  interest on the unpaid principal amount of each Advance of such Bank
during  such  periods  as such Advance is a LIBOR Rate Advance, from the date of
such  Advance  until  such principal amount is paid in full, at an interest rate
per  annum,  equal at all times to the remainder obtained by subtracting (a) the
LIBOR  Rate  for  such  Interest Period for such LIBOR Rate Advance from (b) the
rate  obtained  by  dividing such LIBOR Rate by a percentage equal to 100% minus
the LIBOR Rate Reserve Percentage of such Bank for such Interest Period, payable
on each date on which interest is payable on such LIBOR Rate Advance pursuant to
Section  2.06(a)  hereof.  Such  additional interest shall be determined by such
Bank  (subject to Section 10.09) and notified to the Borrower through the Agent,
and  each  such  notification  shall  be  conclusive  absent  manifest  error.

     SECTION  II.8.  Interest Rate Determination and Protection. (a) The rate of
                     ------------------------------------------
interest  for  each  LIBOR  Rate Advance specified in a Notice of Borrowing or a
Notice of Interest Conversion, shall be determined by the Agent two (2) Business
Days  before  the  first day of the Interest Period applicable for such Advance.
The  Agent  shall  give  prompt  notice  to  the  Borrower  and the Banks of the
applicable interest rate determined by the Agent for purposes of Section 2.06(a)
hereof,  and  each  such  determination by the Agent shall be conclusive, absent
manifest  error.


<PAGE>
     (b)     If,  with  respect  to  any LIBOR Rate Advances, the Majority Banks
notify  the  Agent  that  the  LIBOR  Rate  (plus the Applicable Margin) for any
Interest  Period  for such Advances will not adequately reflect the cost to such
Majority  Banks  of  making,  funding or maintaining their respective LIBOR Rate
Advances  for such Interest Period, the Agent shall forthwith promptly so notify
the  Borrower  and  the  Banks,  whereupon;

     (i)     each  LIBOR  Rate  Advance,  which  has  been  effected,  will
automatically,  on  the  last day of the then existing Interest Period therefor,
convert  into  a  Prime  Rate  Advance;  and

     (ii)     the  obligation of the Banks to make, or to convert Advances into,
LIBOR Rate Advances shall be suspended until the Agent shall notify the Borrower
and  the  Banks  that the circumstances causing such suspension no longer exist.

     (c)     If  the  Borrower  shall  fail  to deliver to the Agent a Notice of
Interest  Conversion  in  accordance  with  Section 2.09 hereof or to select the
duration  of any subsequent Interest Period for the principal amount outstanding
under  any  LIBOR  Rate  Advance  prior  to  the last day of the Interest Period
applicable  to such Advance, the Agent will forthwith so notify the Borrower and
the  Banks,  and  such  Advances will automatically, on the last day of the then
existing Interest Period therefor, convert into LIBOR Rate Advances at the LIBOR
Rate  in  effect  two Business Days prior to such date for an Interest Period of
one  month,  plus  the  Applicable  Margin.

     (d)      Notwithstanding any other provision of this Agreement, if any Bank
shall  notify  the  Agent  that  the  introduction of or any change in or in the
interpretation  of  any law or regulation makes it unlawful, or any central bank
or  other  governmental  authority  asserts that it is unlawful, for any Bank to
perform  its  obligations  hereunder  to  make LIBOR Rate Advances or to fund or
maintain LIBOR Rate Advances hereunder, (i) the obligation of such Bank to make,
or  to  convert Advances into, LIBOR Rate Advances shall be suspended until such
Bank shall notify the Borrower and the Agent that the circumstances causing such
suspension  no longer exist and (ii) the Borrower shall forthwith prepay in full
all  LIBOR  Rate  Advances  of  such  affected Bank then outstanding, unless the
Borrower,  within  two  (2) Business Days of notice from the Agent, converts all
LIBOR  Rate  Advances  of such Bank then outstanding into Prime Rate Advances in
accordance  with  Section  2.09.


<PAGE>
     SECTION II.9.   Voluntary Interest Conversion of Advances. The Borrower may
                     -----------------------------------------
on  any  Business  Day  prior to the Revolving Credit Termination Date, upon the
Borrower's  written notice in the form set forth as Exhibit 2.09 attached hereto
("Notice  of  Interest  Conversion"), or oral notice (containing the information
requested  in a Notice of Interest Conversion) given to the Agent not later than
10:00  A.M.  (Dallas,  Texas  time) on the third (3rd) Business Day prior to the
date  of  the  proposed interest conversion in the case of a LIBOR Rate Advance,
(i)  convert all such LIBOR Rate Advances into Prime Rate Advances, (ii) convert
all LIBOR Rate Advances for a specified Interest Period into LIBOR Rate Advances
for  a  different  Interest Period or (iii) convert all Prime Rate Advances into
LIBOR  Rate  Advances;  provided  however,  with  respect  to any oral Notice of
Interest Conversion, the Borrower shall promptly confirm such notice in writing;
provided  further  that,  any conversion of any LIBOR Rate Advances into a Prime
Rate  Advance  or a different Interest Period shall be made on, and only on, the
last  day  of  an  Interest  Period  for  such  LIBOR  Rate Advances (unless the
provisions  of  Sections  2.07,  2.08(d)  or  3.04  apply).  Each such Notice of
Interest  Conversion  shall  specify  therein  (i)  the  requested  date of such
interest  conversion,  (ii)  the  Advances  to  be  converted  and (iii) if such
interest  conversion  is  into  Advances  constituting  LIBOR Rate Advances, the
duration  of the Interest Period for each such Advance. The Agent shall promptly
deliver  a  copy of each Notice of Interest Conversion to each Bank. Each Notice
of  Interest  Conversion  shall  be  irrevocable  and  binding  on the Borrower.

     SECTION  II.10.  Funding Losses Relating to LIBOR Rate Advances. (a) If any
                      ----------------------------------------------
payment  of  principal  of, or interest conversion of, any LIBOR Rate Advance is
made  other than on the last day of an Interest Period relating to such Advance,
as  a  result of a conversion pursuant to Section 2.09, or a payment pursuant to
Sections  3.02,  3.03, or acceleration of the maturity of any Note in accordance
with  the terms hereof, or for any other reason, the Borrower shall, upon demand
by  the  Agent or any Bank (with a copy of such demand to the Agent), pay to the
Agent  for the account of such Bank any amounts required to compensate such Bank
for any additional losses, costs, or expenses which it may reasonably incur as a
result  of  such  payment or interest conversion, including, without limitation,
any loss, cost, or expense incurred by reason of the liquidation or reemployment
of the amounts so prepaid or of deposits or other funds acquired by such Bank to
fund  or  maintain  such  Advance.  Each Bank requesting compensation under this
Section  2.  10  shall  deliver  to  the  Borrower  (with a copy to the Agent) a
certificate  of  such  Bank  setting  forth the calculation of such amounts with
reasonable specificity and such certificate shall be conclusive, absent manifest
error.

     (b)      IN  THE  CASE  OF ANY BORROWING, THE BORROWER SHALL INDEMNIFY EACH
BANK AGAINST ANY LOSS, COST, OR EXPENSE INCURRED BY SUCH BANK AS A RESULT OF ANY
FAILURE  OF  THE BORROWER TO FULFILL ON OR BEFORE THE DATE SPECIFIED IN A NOTICE
OF  BORROWING  THE  APPLICABLE  CONDITIONS  SET  FORTH IN ARTICLE IV, INCLUDING,
WITHOUT  LIMITATION,  ANY  LOSS,  COST,  OR  EXPENSE  INCURRED  BY REASON OF THE
LIQUIDATION  OR  REEMPLOYMENT  OF THE AMOUNTS SO PREPAID OR OF DEPOSITS OR OTHER
FUNDS  ACQUIRED BY SUCH BANK TO FUND THE ADVANCE TO BE MADE BY SUCH BANK AS PART
OF SUCH BORROWING WHEN SUCH ADVANCE, AS A RESULT OF SUCH FAILURE, IS NOT MADE ON
SUCH  DATE.

     (c)      Any  Bank  demanding payment under this Section 2.10 shall deliver
to  the  Borrower  and the Agent a statement reasonably setting forth the amount
and  manner of determining such loss, cost, or expense, which statement shall be
conclusive  and  binding  for  all  purposes,  absent  manifest  error.

<PAGE>

                                   ARTICLE III

                             PAYMENTS, PREPAYMENTS,
                            INCREASED COSTS AND TAXES

     SECTION  III.1.  Payments  and  Computations.  (a)     The  Borrower  shall
                      ----------------------------
make  each payment under this Agreement and under the Notes not later than 10:00
A.M.  (Dallas  time)  on  the  day  when due in U.S. dollars to the Agent at its
address  referred  to in Section 10.02 in immediately available funds. The Agent
will  promptly  thereafter  cause  to  be distributed like funds relating to the
payment  of  principal or interest or commitment fees (to the extent received by
the  Agent)  ratably to the Banks, and like funds relating to the payment of any
other  amount  payable to any Bank (to the extent received by the Agent) to such
Bank  in each case to be applied in accordance with the terms of this Agreement.
     (b)     Whenever  any  payment hereunder or under the Notes shall be stated
to  be due on a day other than a Business Day, such payment shall be made on the
next  succeeding  Business Day, and such extension of time shall in such case be
included  in  the computation of payment of interest or fee, as the case may be;
provided  however,  if  such  extension  would  cause  payment of interest on or
principal  of  LIBOR  Rate  Advances  to  be made in the next following calendar
month,  such  payment  shall be made on the next preceding Business Day; further
provided  that,  the  foregoing  shall  not obligate the Borrower to pay amounts
under  Section  2.10.
(c)     Unless  the  Agent shall have received notice from the Borrower prior to
the  date  on  which any payment is due to the Banks hereunder that the Borrower
will  not  make such payment in full, the Agent may assume that the Borrower has
made  such  payment  in  full  to  the  Agent on such date and the Agent may, in
reliance  upon such assumption, cause to be distributed to each Bank on such due
date  an amount equal to the amount then due such Bank. If and to the extent the
Borrower  shall  not  have  so made such payment in full to the Agent, each Bank
shall  repay  to  the  Agent forthwith on demand such amount distributed to such
Bank  together  with interest thereon, for each day from the date such amount is
distributed  to  such  Bank  until  the date such Bank repays such amount to the
Agent,  at  the  lesser  of  (i) the Prime Rate or (ii) the Highest Lawful Rate.
SECTION  III.2.  Voluntary  Prepayments.  Subject  to Section 2.10, the Borrower
                 ----------------------
may, upon notice delivered to the Agent prior to 11:00 A.M. (Dallas, Texas time)
on  any  Business Day prior to the Revolving Credit Termination Date stating the
aggregate  principal  amount  of  the prepayment and the Advances to be prepaid,
prepay the outstanding principal amounts of such Advances comprising part of the
same  Borrowing  in  whole  or  ratably in part, provided however, that all such
                                                 --------
prepayments  shall  be  made  without  premium  or penalty thereon; and provided
                                                                        --------
further  that,  losses  incurred by any Bank under Section 2.10 shall be payable
with  respect  to each such prepayment. Such notice shall be irrevocable and the
payment  amount  specified  in  such  notice  shall  be  due  and payable on the
prepayment  date  described  in such notice. Partial prepayments with respect to
any Advance shall be in an aggregate principal amount equal to the lesser of (a)
$1,000,000  or in greater integral multiples of $1,000,000, or (b) the aggregate
principal  amount  of  Advances of such Banks outstanding. In the event that the
Borrower  fails  to  notify  the Agent as to which Advance is to be prepaid, the
partial  prepayments  shall  be  applied  in  the  order  of the next succeeding
expiration  of  outstanding  Interest  Periods.

<PAGE>
     SECTION III.3.  Mandatory Prepayments.  Within the time period specified in
                     ---------------------
Section  7.04,  the  Borrower shall deliver to the Agent, as a prepayment on the
Notes,  an  amount  equal  to the Adjusted Net Proceeds of a disposition of Real
Property  of  the  Borrower  or  any  Subsidiary  permitted  under Section 7.04;
provided,  however,  such  delivery  of  the Adjusted Net Proceeds shall only be
required  to  the  extent of any Adjusted Net Proceeds not delivered pursuant to
that  certain  Amended and Restated Credit Agreement dated November 21, 1996, by
and  among  the Borrower, Chase Bank of Texas, N.A., as Agent for itself and the
other  banks  named  thereon.  Upon  receipt  of  such  amount,  the Agent shall
promptly  deliver  to  each Bank, to the extent required under Section 7.04, its
Pro  Rata  Percentage of such prepayment. Upon the date on which a prepayment is
required  under  Section  7.04, the Commitment of each Bank shall be permanently
reduced  in  an amount equal to such Bank's Pro Rata Percentage of such Adjusted
Net  Proceeds.
SECTION  III.4.      Increased Costs Capital Adequacy. (a) If, due to either (i)
                     --------------------------------
the introduction of or any change (other than any change by way of imposition or
increase  of  reserve requirements, in the case of LIBOR Rate Advances, included
in  the LIBOR Rate Reserve Percentage) in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank  or  other governmental authority (whether or not having the force of law),
there  shall  be  any  increase  in  the cost to any Bank of agreeing to make or
making,  funding  or  maintaining  LIBOR  Rate  Advances (without duplication of
payments made under Section 3.05 or any other provision of this Agreement), then
the  Borrower  shall from time to time, upon demand by such Bank (with a copy of
such  demand  to  the  Agent),  pay  to  the  Agent for the account of such Bank
additional  amounts  sufficient to compensate such Bank for such increased cost;
provided  that  the  Borrower  shall  only  be  liable for such additional costs
incurred  by such Bank for the period commencing thirty (30) days after the date
of  notice  from  such  Bank  to  the  Borrower  of such additional amounts; and
provided  further,  that  subject  to  Section  2. 10, the Borrower may elect to
convert  outstanding LIBOR Rate Advances into Prime Rate Advances, in accordance
with  Section  2.09.
(b)     If any Bank determines that compliance with any law or regulation or any
guideline  or  request  from  any  central bank or other governmental authority,
enacted  after  the  date  of  this  Agreement,  or any new interpretation of an
existing  law, regulation, guideline or request (whether or not having the force
of law) affects or would affect the amount of capital required or expected to be
maintained  by  such  Bank or any corporation controlling such Bank and that the
amount  of  such  capital  is  increased  by or based upon the existence of such
Bank's  Commitment  to  lend hereunder and other commitments of this type, then,
upon demand by such Bank (with a copy of such demand to the Agent), the Borrower
shall  pay  to  the  Agent  for  the  account of such Bank, from time to time as
specified by such Bank, additional amounts sufficient to compensate such Bank or
such  corporation  in the light of such circumstances for such increased capital
requirement; provided that the Borrower shall only be liable for such additional
costs incurred by such Bank for the period commencing thirty (30) days after the
date  of  notice  from such Bank to the Borrower of such additional amounts; and
provided  further,  that  subject  to  Section  2.10,  the Borrower may elect to
convert  outstanding  LIBOR Rate Advances into Prime Rate Advances in accordance
with  Section  2.09.

<PAGE>
     SECTION  III.5.  Taxes   (a) Any and all payments by the Borrower hereunder
                      -----
or  under  the  Notes  shall  be made, in accordance with Section 3.01, free and
clear  of and without deduction for any and all present or future taxes, levies,
imposts,  deductions,  charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Bank and the Agent, taxes imposed on its
income, and franchise taxes imposed on it, by the jurisdiction under the laws of
which  such Bank or the Agent (as the case may be) is organized or any political
subdivision  thereof and, in the case of each Bank, taxes imposed on its income,
and  franchise  taxes  imposed  on  it,  by the jurisdiction of such Bank or any
political  subdivision  thereof.  If  the  Borrower  shall be required by law to
deduct any such amounts from or in respect of any sum payable hereunder or under
any Note to any Bank or the Agent, (i) the sum payable shall be increased as may
be  necessary so that after making all required deductions (including deductions
applicable  to additional sums payable under this Section 3.05) such Bank or the
Agent  (as  the  case  may be) receives an amount equal to the sum it would have
received  had  no  such  deductions been made, (ii) the Borrower shall make such
deductions  and  (iii)  the  Borrower  shall pay the full amount deducted to the
relevant  taxation  authority  or  other authority in accordance with applicable
law.  The  Borrower  further  agrees  to  pay  any  present  or  future stamp or
documentary  taxes  or  any  other  excise or property taxes, charges or similar
levies  which  arise  from any payment made hereunder or under the Notes or from
the  execution,  delivery or registration of, or otherwise with respect to, this
Agreement  or  the  Notes.
(b)     Without prejudice to the survival of any other agreement of the Borrower
hereunder,  the  agreements  and  obligations  of the Borrower contained in this
Section  3.05  shall  survive  the  payment  in  full  of principal and interest
hereunder  and  under  the  Notes.
SECTION  III.6.  Certificate  of  Bank.  Any  Bank  demanding compensation under
                 ---------------------
Section  3.04  or  3.05  shall deliver to the Borrower and the Agent a statement
reasonably setting forth the amount and manner of determining such loss, cost or
expense,  which  statement  shall  be  conclusive  and binding for all purposes,
absent  manifest  error.


                                   ARTICLE IV

                              CONDITIONS OF LENDING
     SECTION  IV.1.  Conditions Precedent to Initial Advances. The obligation of
                     ----------------------------------------
each  Bank to make its initial Advance on or after the date of this Agreement is
subject  to  the  condition precedent that the Agent shall have received (or the
actions described below shall have occurred, as the case may be), the following,
in  form  and  substance satisfactory to the Agent and (except for the Notes) in
sufficient  copies  for  each  Bank:
     (a)     The  Notes,  duly executed by the Borrower and payable to the order
of  the  Banks,  respectively.
(b)     This  Agreement,  duly  executed  by  the  Borrower.
(c)     A  Guaranty  Agreement  duly  executed  by  each  Guarantor.
(d)     A  certificate of the Secretary of the Borrower certifying (i) the names
and true signatures of the officers of the Borrower authorized to sign each Loan
Document to which the Borrower is a party and the notices and other documents to
be  delivered  by  the  Borrower  pursuant  to  any-such Loan Document; (ii) the
Restated Declaration of Trust dated March 23, 1988, together with any amendments
thereto,  (the  "Organizational  Documents") of the Borrower as in effect on the
                 -------------------------
date  of  such  certification;  and  (iii) the resolutions of the Board of Trust
Managers  of the Borrower approving and authorizing the execution, delivery, and
performance  by  the  Borrower  of each Loan Document to which the Borrower is a
party,  the notices and other documents to be delivered by the Borrower pursuant
to  any  such  Loan  Document,  and  the  transactions  contemplated thereunder.

<PAGE>
     (e)     A certificate of the Secretary of each Guarantor certifying (i) the
names  and  true signatures of the officers of such Guarantor authorized to sign
each  Loan Document to which such Guarantor is a party and the notices and other
documents  to be delivered by such Guarantor pursuant to any such Loan Document;
(ii) the By-laws and Articles of Incorporation of such Guarantor as in effect on
the  date  of  such  certification;  and  (iii)  the resolutions of the Board of
Directors  of  such Guarantor approving and authorizing the execution, delivery,
and  performance  by  such  Guarantor  of  each Loan Document to which each such
Guarantor  is  a  party, the notices and other documents to be delivered by such
Guarantor  pursuant to any such Loan Document, and ihe transactions contemplated
thereunder.
(f)     Subject to Section 6.08, certificates of appropriate officials as to the
existence  and  good  standing of each of the Borrower and each Guarantor in its
jurisdiction  of  organization  or  incorporation,  and  any  and  all  other
jurisdictions where the Property owned or the business transacted by each of the
Borrower  and each Guarantor requires each of the Borrower and each Guarantor to
be  qualified  therein  and  where  the  failure to be so qualified would have a
material adverse effect on the business operations or financial condition of the
Borrower  and  the  Guarantors,  taken  as  a  whole.
(g)     A  favorable  opinion  of Dow, Cogburn & Friedman, P.C., counsel for the
Borrower  and  the  Guarantors, in form and substance satisfactory to the Banks.
(h)     Payment  to  the  Agent  of  all  fees  and expenses payable at Closing,
including,  without  limitation,  fees  of  counsel  to  the Agent and the Banks
payable  under  Section  10.04.
(i)     Such  other  documents  and instruments with respect to the transactions
contemplated  hereby  as  the  Agent  may  reasonably  request.
SECTION  IV.2.  Conditions  Precedent  to Each Borrowing. The obligation of each
                ----------------------------------------
Bank  to make an Advance under the Revolving Credit Loan on the occasion of each
Borrowing  (including  the  initial  Borrowing)  shall be subject to the further
conditions precedent that on the date of such Borrowing (a) the Agent shall have
received  a  Notice  of Borrowing in accordance with the terms of this Agreement
and  (b)  the  following  statements  shall be true and correct (and each of the
giving of the applicable Notice of Borrowing, and the acceptance by the Borrower
of  the  proceeds  of  such  Borrowing,  shall  constitute  a representation and
warranty  by the Borrower that on the date of such Borrowing such statements are
true  and  correct):
     (a)     The  representations  and warranties contained in Article V of this
Agreement are true and correct in all material respects on and as of the date of
such  Borrowing,  before  and  after giving effect to such Borrowing, and to the
application  of  the  proceeds therefrom, as though made on and as of such date,
and
(b)     No  event  has  occurred  and  is  continuing, or would result from such
Borrowing  or  from the application of the proceeds therefrom, which constitutes
(or  would  constitute)  a  Default  or  an  Event  of  Default.

<PAGE>


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     In  order  to  induce  the Banks to enter into this Agreement, the Borrower
represents  and warrants to the Banks (which representations and warranties will
survive  the  delivery  of  any  Note  and  the  making  of  any  Advance  that:
     SECTION  V.1. Existence. The Borrower (a) is a real estate investment trust
                   ---------
duly  organized under the Texas Real Estate Investment Trust Act, Tex. Rev. Civ.
Stat.  Ann. art. 6138A (Vernon 1986) (the "Act'), and in good standing under the
Act  and  the  laws of the State of Texas, (b) has the power to own its Property
and  to  carry on its business as now conducted, and (c) is duly qualified to do
business  and is in good standing in every jurisdiction where such qualification
is  necessary.  Each  Subsidiary  of the Borrower (x) is duly organized, validly
existing  and in good standing under the laws of the jurisdiction in which it is
incorporated, (y) has the power to own its property and carry on its business as
now  conducted, and (z) is duly qualified to do business and is in good standing
in  every  jurisdiction  in which such qualification is necessary, and where the
failure  to  be  so  qualified or in good standing would have a material adverse
effect on the business operations or financial condition of the Borrower and its
Subsidiaries,  taken  as  a  whole.  The  Subsidiaries  of the Borrower, and the
jurisdiction  of  organization of each such Subsidiary, are set forth on Exhibit
                                                                         -------
5.01,  hereto.
 ---
SECTION  V.2.  Financial  Condition.  The  Borrower  has furnished the Bank with
               --------------------
consolidated  financial  statements  as at and for the twelve-month period ended
December  31,  1998,  accompanied  by  the  opinion  of  Deloitte  & Touche, and
quarterly  unaudited  consolidated  financial  statements  as  at  and  for  the
three-month  periods  ending  March  31,  1999, June 30, 1999, and September 30,
1999.  These  statements  are  true  and  correct  and  have  been  prepared  in
conformity with GAAP consistently followed throughout the periods involved. They
fully  and  accurately  reflect  the financial condition of the Borrower and its
Subsidiaries  and  the  results  of  their operations as at the date and for the
period  indicated.
SECTION  V.3.  Use  of  Proceeds  Margin  Stock.  Neither  the  Borrower nor any
               --------------------------------
Subsidiary  owns  any  Margin Stock. The proceeds of the Loans shall be used for
general  trust  purposes.  None  of the proceeds of Borrowings hereunder will be
used  for  the  purpose  of  purchasing  or carrying any Margin Stock or for the
purpose  of  reducing or retiring any indebtedness which was originally incurred
to  purchase  or  carry  a  Margin  Stock  or  for any other purpose which might
constitute  this  transaction  a  Apurpose"  credit  within  the meaning of said
Regulation  U,  as  now in effect or as it may hereafter be amended. Neither the
Borrower  nor  any  Subsidiary  nor  any agent acting on its or their behalf has
taken or will take any action which might cause this Agreement or any Advance to
violate  Regulation  T, U or X or any other regulation of the Board of Governors
of the Federal Reserve System or to violate the Securities Exchange Act of 1934,
in  each  case as in effect now or as the same may hereafter be in effect on the
date  of  any  Borrowing  hereunder.

<PAGE>
     SECTION  V.4. Binding Obligations. The Borrower has the power and authority
                   -------------------
under  the  Act  to  make  and  carry out this Agreement, to make the borrowings
provided  for  herein,  to  execute  and  deliver  the Notes, and to perform its
obligations  hereunder  and  under  the Notes; and all such action has been duly
authorized  by all necessary proceedings on its part. Each Subsidiary which is a
party  to  a  Guaranty  Agreement  has  the  power  and authority to perform its
obligations  in  accordance  with  the  terms  and  conditions  of  the Guaranty
Agreement  to  which it is a party, and all such action has been duly authorized
by  all  necessary proceedings on its part. Each of this Agreement and the Notes
have been duly and validly executed and delivered by the Borrower and constitute
a valid and legally binding obligation of the Borrower enforceable in accordance
with  its  terms,  and  the  Guaranty  Agreements  have  been  duly executed and
delivered by the Guarantors and constitute valid and legally binding obligations
of  each  such  Guarantor  enforceable  in  accordance with the respective terms
thereof  and  of  this  Agreement,  except  as  limited  by  Debtor  Laws.
SECTION  V.5.  No  Conflict  or  Resultant  Lien.  The  execution, delivery, and
               ---------------------------------
performance  by  the Borrower and each Subsidiary of each Loan Document to which
it  is a party, the Borrowings hereunder by the Borrower as contemplated herein,
and  the  effectuation of the transactions contemplated by any Loan Document, do
not  and  will  not  violate any provision of, or result in a default under, the
Borrower's  Organizational  Documents, or the Articles of Incorporation or other
charter  documents  or  by-laws  of any Subsidiary, or any material agreement to
which the Borrower or such Subsidiary is a party, or Governmental Requirement to
which  the  Borrower or such Subsidiary is subject, or result in the creation or
imposition  of  any  Lien  upon any Property of the Borrower or such Subsidiary.
SECTION  V.6.  Compliance  with  Other  Agreements. Neither the Borrower nor any
               -----------------------------------
Subsidiary  is  in  default  in  any  material  respect  under  any Governmental
Requirement.  Neither  the  Borrower  nor any Subsidiary is in default under any
other  agreement,  which  default  could  have  a material adverse effect on the
business,  operations  or  financial  condition  of  the  Borrower  and  its
Subsidiaries,  taken as a whole, or the ability of the Borrower or any Guarantor
to  perform  its  obligations under this Agreement or any other Loan Document to
which  it  is  a  party.
SECTION V.7. No Consent. No authorization or approval or other action by, and no
             ----------
notice  to  or filing with, any Person or any Governmental Authority is required
for  the due execution, delivery, and performance by each of the Borrower or any
Subsidiary  of  any  Loan  Document  to  which  it  is a party or the Borrowings
hereunder,  in  each  case  as  contemplated  herein, or the effectuation of the
transactions  contemplated  under  any  Loan  Document.
SECTION V.8. Litigation. Except as described on Exhibit 5.08, attached hereto or
             ----------
as  disclosed  in  any  Compliance  Certificate,  there are no material actions,
suits,  or  proceedings pending or, to the knowledge of the Borrower, threatened
against  or  affecting  the Borrower or any Subsidiary, or the Properties of the
Borrower  or  any  Subsidiary.
SECTION  V.9. Taxes;  Governmental Charges. The Borrower and each Subsidiary has
              ----------------------------
filed  or  caused to be filed all federal, state, and foreign income tax returns
which  are  required to be filed, and has paid or caused to be paid all taxes as
shown  on  such  returns  or on any assessment received by it to the extent that
such taxes have become due and payable, except for such taxes and assessments as
are being contested in good faith in appropriate proceedings and reserved for in
accordance  with  GAAP  in  the  manner  required  by  Section  6.04.

<PAGE>
     SECTION V.10. Full Disclosure. All information furnished by or on behalf of
                   ---------------
the  Borrower  or  any Subsidiary to the Agent or any Bank for purposes of or in
connection  with  this  Agreement or any transaction contemplated hereby is true
and  accurate  in  all material respects and not incomplete by omitting to state
any material fact necessary to make such information not misleading. There is no
material  fact  relevant  to  this Agreement or the transactions contemplated by
this  Agreement  known to the Borrower which has not been disclosed herein or in
such other written documents, information or certificates furnished to the Agent
and  the  Banks for use in connection with the transactions contemplated hereby.
SECTION V.11. Investment Company Act. Neither the Borrower nor any Subsidiary is
              ----------------------
an  Ainvestment  company" or a company Acontrolled"  by an Ainvestment company",
within  the  meaning  of  the  Investment  Company  Act  of  1940,  as  amended.
SECTION  V.12.  Compliance  with  Law.  Except  as  disclosed  in any Compliance
                ---------------------
Certificate  and  approved  by  the  Banks,  the  business and operations of the
Borrower  and  each  Subsidiary  as  conducted at all times have been and are in
compliance  in  all  material  respects  with  all  applicable  Governmental
Requirements.
SECTION  V.13.  ERISA. Each of the Borrower and each Subsidiary is in compliance
                -----
in  all  material  respects with all applicable provisions of ERISA and the Code
with  respect to each Plan, including the fiduciary provisions thereof, and each
Plan  is,  and has been, maintained in material compliance with ERISA and, where
applicable,  the  Code.  Full  payment  when  due  has been made of all material
amounts which the Borrower or any Subsidiary is required under the terms of each
Plan or applicable law to have paid as contributions to such Plan as of the date
hereof.  For  purposes  of  this  Section 5.13, the term Amaterial" shall mean a
liability  in  excess  of  $10,000,000.
SECTION  V.14.  No  Default  or Event of Default. No Default or Event of Default
                --------------------------------
hereunder  has  occurred  and  is  continuing.
SECTION  V.15.  Permits  and  Licenses. All material permits, licenses and other
                ----------------------
governmental  authorizations  necessary  for  the  Borrower or any Subsidiary to
carry  on  its  business have been obtained and are in full force and effect and
neither  the  Borrower nor any Subsidiary is in breach of the foregoing. Each of
the  Borrower  and  each Subsidiary owns or possesses adequate licenses or other
valid  rights  to  use  United  States  trademarks,  trade names, service marks,
copyrights,  patents  and  applications  therefor  which  are  necessary for the
conduct  of  the  business, operations or financial condition of the Borrower or
such  Subsidiary.

<PAGE>
     SECTION V.16. Insurance. Each of the Borrower and each Subsidiary maintains
                   ---------
insurance  of  such  types  as  is  usually  carried by companies of established
reputation  engaged  in  the  same  or  similar business and which are similarly
situated  with  financially  sound  and  reputable  insurance  companies  and
associations  acceptable  to  the Agent, with a rating of at least A-, financial
size  category,  Class  VI as set forth in Best's Key Rating Guide, published by
A.M.  Best  Company,  Inc.,  and  in  such  amounts as such insurance is usually
carried  by  similar  businesses,  and  in  any  event,  in  compliance with the
requirements  of  Section  6.03.  If  the  rating  of  any  insurance company or
association  is  or  becomes  below  the  aforesaid  minimum  requirements, then
Borrower  and  its  Subsidiaries shall have 45 days to secure (i) an appropriate
reinsurance  or  other  endorsement  which  will  satisfy  the aforesaid minimum
standards,  or  (ii)  secure  replacement  insurance  coverage  satisfying  the
aforesaid  minimum  standards.
All  representations  and  warranties  in  each  Loan Document shall survive the
delivery of the Notes and shall continue for 366 days after the repayment of the
Notes;  any  investigation  at any time made by or on behalf of the Agent or any
Bank  shall  not  diminish  any  Bank's  right  to  rely  thereon.


                                   ARTICLE VI

                      AFFIRMATIVE COVENANTS OF THE BORROWER

     So  long  as  any  Note  shall  remain  unpaid  or  any Bank shall have any
Commitment  hereunder,  the  Borrower  covenants  and  agrees  that:
SECTION  VI.1.  Reporting and Notice Requirements.  The Borrower will furnish to
                ---------------------------------
each Bank, with respect to items described in Subsections (a), (b), (c) and (f),
and  to  the  Agent  for delivery to the Banks, with respect to all other items:
     (a)     Quarterly  Financial  Statements.  As  soon as available and in any
             --------------------------------
event  within  forty-five  (45) days after the end of each fiscal quarter of the
Borrower  (excluding  the  fourth quarter), Financial Statements of the Borrower
and  its  Subsidiaries  as  of  the  end  of  such  quarter.
(b)     Annual  Financial  Statements.  As  soon  as  available and in any event
        -----------------------------
within  ninety  (90)  days  after  the  end of each fiscal year of the Borrower,
Financial  Statements of the Borrower and its Subsidiaries for such fiscal year.
(c)     Compliance Certificate. Together with and at the time of the delivery of
        ----------------------
any  information  required  by Subsection (a) and Subsection (b) of this Section
6.01,  a  certificate  (a "Compliance Certificate") substantially in the form of
Exhibit  6.01(c),  attached hereto, signed by a Responsible Officer, (i) stating
that  there exists no Event of Default or Default, or if any Event of Default or
Default  exists, specifying the nature thereof, the period of existence thereof,
and what action the Borrower proposes to take with respect thereto; (ii) setting
forth  the  credit rating assigned to the Borrower's senior-unsecured, long-term
debt  by S&P as of the date of the Compliance Certificate, and as of the date of
delivery  of  such Financial Statements; and (iii) setting forth with reasonable
specificity  such  schedules,  computations  and  other  information  as  may be
required to demonstrate that the Borrower is in compliance with its covenants in
Sections  7.02,  7.03,  7.04,  7.07,  7.10,  7.13,  7.15  and  7.17  hereof.
(d)     Notice  of  Default.  Promptly  after  any  Responsible  Officer  of the
        -------------------
Borrower  knows  or  has reason to know that any Default or Event of Default has
occurred,  a  written statement of a Responsible Officer of the Borrower setting
forth  the  details of such Default or Event of Default and the action which the
Borrower  has  taken  or  proposes  to  take  with  respect  thereto.

<PAGE>
     (e)     Notice of Litigation. Together with and at the time of the delivery
             --------------------
of  information  required  by  Subsection  (a) or (b), notice of any litigation,
legal, administrative, or arbitral proceeding, investigation, or other action of
any  nature  which  involves  a  claim  (or  a  series  of related claims in the
aggregate)  for  an  amount equal to or exceeding $5,000,000, or, promptly after
any Responsible Officer of the Borrower or any Subsidiary obtaining knowledge of
the  commencement  thereof,  notice  of any litigation, legal, administrative or
arbitral  proceeding, investigation or other action of any nature which involves
the  reasonable  possibility,  if  adversely  determined, in the judgment of the
Borrower,  of  a  judgment in excess of $1,000,000 which has not been stayed, or
other  liability, in each case which could have a material adverse effect on the
business,  operations  or  financial  condition  of  the  Borrower  and  its
Subsidiaries,  taken  as  a  whole,  or  on  the  ability of the Borrower or any
Subsidiary  to  perform  its  obligations under this Agreement or any other Loan
Document  to  which  it  is  a party, and upon request by the Agent or any Bank,
details  regarding  such  litigation which are satisfactory to the Agent or such
Bank.
(f)     Securities  Filings. Promptly after the sending or filing thereof and in
        -------------------
any  event  within  fifteen  (15)  days thereof, copies of all reports which the
Borrower  sends  to  any  of  its  security  holders,  and copies of all reports
(including  each  regular  and  periodic  report,  but  without  duplication  of
Financial  Statements provided in accordance with Sections 6.01 (a) and (b)) and
each  registration  statement or prospectus which the Borrower or any Subsidiary
files  with  the  Securities  and Exchange Commission or any national securities
exchange.
(g)     ERISA  Notices. The Borrower will and will cause its ERISA Affiliates to
        --------------
obtain  and deliver to the Agent, as soon as possible and in any event within 10
days  from  receipt, or if applicable, filing, copies of any reports, notices or
filings which the Borrower or an ERISA Affiliate files with the Internal Revenue
Service,  PBGC or the United States Department of Labor with respect to an ERISA
Event  or  which  the  Borrower  or  an  ERISA  Affiliate  receives  from  such
Governmental  Authority  relating  to  an ERISA Event, and copies of any notice,
complaint  or  other documentation of any pending or threatened lawsuit or claim
relating  to  any  Plan  or Multiemployer Plan which may have a material adverse
effect  on  the  Borrower  or  an  ERISA  Affiliate,  taken  as  a  whole.
(h)     Rating  Certificate.  Promptly  upon  the  Borrower's  knowledge  of  or
        -------------------
notification  (i)  by  S&P  or  Moody's  that  the  credit  rating  assigned  to
senior-unsecured,  long-term debt of the Borrower by S&P or Moody's, as the case
may  be,  has  changed  from  the rating set forth in the most recent Compliance
Certificate  delivered  in accordance with Section 6.01(c), or (ii) by any other
nationally  recognized  rating  agency  that  the  Borrower's  senior unsecured,
long-term  debt  has  been  assigned a credit rating, or that subsequent to such
assignment,  such  credit  rating has been changed, the Borrower will notify the
Agent  in  writing  of  the  occurrence  of such event, and if a notice has been
received  by  the  Borrower from S&P, Moody's or such other rating agency, shall
provide to the Agent a copy of such notice (each such notice provided hereunder,
a  "Rating  Certificate").

<PAGE>
     (i)     Other  Information. Such other information respecting the condition
             ------------------
or  operations,  financial  or  otherwise,  of  the  Borrower  or  any  of  its
Subsidiaries  as  any  Bank  through  the Agent may from time to time reasonably
request.
     SECTION  VI.2.  Maintenance.  The Borrower will, and will cause each of its
                     -----------
Subsidiaries to, (a) at all times do or cause to be done all things necessary to
maintain,  preserve  and  renew  its existence as a real estate investment trust
under the Act or its corporate existence, as the case may be, and its rights and
franchises, and comply with all governmental laws, rules, regulations or rulings
with  respect thereto; provided, however, that nothing contained in this Section
6.02  or any other provision of this Agreement shall (i) require the Borrower or
any  of  its  Subsidiaries  to  comply  with  any such governmental laws, rules,
regulations  or  rulings, so long as the validity or applicability thereof shall
be  contested  in  good faith by appropriate proceedings and any such failure to
comply  could not reasonably be anticipated to have a material adverse effect on
the  business,  operations  or  financial  condition  of  the  Borrower  and its
Subsidiaries  taken  as  a  whole on a consolidated basis, or the ability of the
Borrower  or  such Subsidiary to perform its obligations under this Agreement or
any other Loan Document; or (ii) require the Borrower or any of its Subsidiaries
to maintain, preserve or renew any right or franchise not necessary or desirable
in  the  conduct of its business as determined in good faith by Borrower's Trust
Managers  or  Board of Directors, as the case may be, and (b) except for planned
demolition  of Real Property or Property subject to a direct financing lease (as
reflected  on  the  Financial  Statements),  for  the  purpose of increasing its
ultimate value, at all times maintain, preserve, protect and keep or cause to be
maintained,  preserved,  protected and kept its Property in good repair, working
order  and  condition  (ordinary wear and tear excepted) and, from time to time,
will  make  or cause to be made all repairs, renewals, replacements, extensions,
additions,  betterments  and improvements to its Property as are appropriate, so
that (i) each of the Borrower and its Subsidiaries maintains its current line of
business  and  (ii)  the  business  carried  on  in  connection therewith may be
conducted  properly  and  efficiently  at  all  times.
SECTION  VI.3.  Insurance.  The  Borrower  will,  and  will  cause  each  of its
                ---------
Subsidiaries  to,  keep  its Property insured against loss or damage by fire and
other  hazards  with  extended  coverage  and as is otherwise usually carried by
companies  of  established  reputation  engaged  in the same or similar business
which  are  similarly situated, and in such amounts as such insurance is usually
carried  by  such  similar  businesses.  Such  policy  or  policies  shall  be
satisfactory in form and substance to the Banks, with the premiums thereon fully
paid  in  advance,  issued  by  and binding upon financially sound and reputable
insurance  companies  and associations acceptable to the Agent, with a rating of
at least A-, financial size category, Class VI as set forth in Best's Key Rating
Guide,  published by A.M. Best Company, Inc., and providing for at least fifteen
(15) days written notice to the Agent of cancellation, failure to renew or other
material  change  in  such  policy  or  policies. If the rating of any insurance
company  or  association is or becomes below the aforesaid minimum requirements,
then  Borrower  and  its  Subsidiaries  shall  have  45  days  to  secure (i) an
appropriate  reinsurance  or  other endorsement which will satisfy the aforesaid
minimum  standards, or (ii) secure replacement insurance coverage satisfying the
aforesaid  minimum  standards.

<PAGE>
     SECTION  VI.4.  Taxes  and  Other Claims. The Borrower will, and will cause
                     ------------------------
each  of its Subsidiaries to, duly pay and discharge, as the same become due and
payable,  all  of  its taxes (including without limitation all federal and state
income  taxes,  ad  valorem  taxes,  sales taxes, use taxes, occupational taxes,
franchise  taxes,  withholding  taxes,  severance  taxes,  excise  taxes  and
manufacturing  taxes)  and  assessments,  and  all  claims  and  charges  of any
Governmental Authority or any other Person levied or imposed, or which if unpaid
might  become  a  Lien  or  charge,  upon  the  franchises,  assets, earnings or
businesses  of  the  Borrower  or  any  of its Subsidiaries, as the case may be;
provided, however, that nothing contained in this Section 6.04 shall require the
Borrower  or  any of its Subsidiaries to pay any such tax, assessment, charge or
claim  so  long  as  the  validity  thereof  shall be contested in good faith by
appropriate  proceedings and the Borrower or any such Subsidiary shall set aside
on  its  books  adequate  reserves  with  respect  thereto  if required by GAAP.
SECTION  VI.5. Rights of Inspection. From time to time upon reasonable notice to
               --------------------
the  Borrower,  the Borrower will, and will cause each Subsidiary to, permit any
officer,  or employee of, or agent designated by, the Agent or any Bank to visit
and inspect any of the Properties of the Borrower or any Subsidiary, examine the
Borrower's  or  such  Subsidiary's  corporate  books  or financial records, take
copies  and  extracts therefrom, and discuss the affairs, finances, and accounts
of  the  Borrower  or  any  Subsidiary  with the Borrower's or such Subsidiary's
officers  or certified public accountants, all as often as the Agent or any Bank
may  reasonably  desire.
SECTION  VI.6.  Guarantees of Subsidiaries. In the event that the Borrower shall
                --------------------------
at any time acquire or create a new Subsidiary all of the stock of which is 100%
owned  by  the Borrower, the Borrower shall immediately cause such Subsidiary to
provide  to the Agent for the benefit of the Banks a guaranty of the obligations
of  the Borrower under this Agreement which shall be in the form attached hereto
as Exhibit 1.01-A; provided that, it shall not constitute a Default hereunder if
   --------------
such  new  Subsidiary  does  not  provide such Guaranty Agreement until the date
required  for  delivery of the Compliance Certificate in accordance with Section
6.01(c);  and provided further compliance of the Borrower with the provisions of
this  Section  6.06  are hereby waived with respect to the requirements (i) of a
guaranty  to be executed by Central Plaza for the period from the Effective Date
and the date on which the Morgan Loan (Series 1995) is paid in full; and (ii) of
a  guaranty  to be executed by Bell Plaza for the period from the Effective Date
and  the  date  on  which  the Morgan Loan (Series 1996) is paid in full.  It is
agreed  and  understood  that  the obligation of the Borrower under this Section
6.06 to cause any such Subsidiary to provide to the Agent for the benefit of the
Banks a guaranty is a condition precedent to the making of the Advances pursuant
to  this  Agreement  and  that  the  entry  into  this  Agreement  by  the Banks
constitutes  good and adequate consideration for the provision of such guaranty.
SECTION VI.7. Compliance with Law. The Borrower will, and will cause each of its
              -------------------
Subsidiaries  to,  comply  in  all  material  respects  with  all  laws,  rules,
regulations  and  rulings  of  all  Govemmental Authority having jurisdiction in
respect  of  the  conduct  of  its  business  and the ownership of its Property.
SECTION  VI.8. Delivery of Certain Certificates. The Borrower agrees that to the
               --------------------------------
extent  it was unable to provide certificates required under Section 4.01(e) and
Section  4.01(f)  on  or before the Closing Date for any Subsidiary, after using
its  best efforts to obtain the same, all such certificates shall be provided to
the Agent, on behalf of the Banks, on or before the forty-fifth (45th) day after
the  Closing  Date.

<PAGE>
     SECTION  VI.9.  Payment  of  Net  Income  of Central Plaza to the Borrower.
                     ----------------------------------------------------------
Notwithstanding  anything  herein  to  the  contrary,  the  Borrower shall cause
WRI/Central  Plaza,  Inc.,  a Texas corporation and a wholly-owned Subsidiary of
the Borrower ("Central Plaza"), to dividend or otherwise transfer all net income
of  Central  Plaza  to  the  Borrower  to  the  extent  not prohibited under the
documents  as  in  effect on March 6, 1998 evidencing, securing, guaranteeing or
otherwise  related  to  the mortgage loan assumed by Central Plaza in connection
with  the  acquisition  of  the  shopping  center  (the  "Central Plaza Shopping
Center")  located  at  the  intersection  of Slide Road and Loop 259 in Lubbock,
Texas,  which  mortgage loan was in the original principal amount of $4,200,000,
is  held as part of a collateralized mortgage pool with the current holder being
State  Street  Bank & Trust as trustee for JP Morgan Commercial Mortgage Finance
Corp.  Mortgage Pass-Through Certificates, Series 1995-C1 and matures January 2,
2002  (the  "Morgan  Loan  (Series  1995)").
SECTION  VI.10.  Payment  of  Net  Income  of  Bell  Plaza  to  the  Borrower.
                 ------------------------------------------------------------
Notwithstanding  anything  herein  to  the  contrary,  the  Borrower shall cause
WRI/Bell  Plaza,  Inc., a Texas corporation and a wholly-owned Subsidiary of the
Borrower  ("Bell  Plaza"),  to  dividend or otherwise transfer all net income of
Bell  Plaza  to the Borrower to the extent not prohibited under the documents as
in  effect  on  June  14,  1999  evidencing, securing, guaranteeing or otherwise
related  to  the  mortgage  loan  assumed  by  Bell Plaza in connection with the
acquisition of the shopping center (the "Bell Plaza Shopping Center") located at
the intersection of 45th and Bell in Amarillo, Texas, which mortgage loan was in
the original principal amount of $3,300,000, is held as part of a collateralized
mortgage pool with the current holder being State Street Bank & Trust as trustee
for  JP  Morgan  Commercial  Mortgage  Finance  Corp.  Mortgage  Pass-Through
Certificates,  Series 1996-C2 and matures July 1, 2002 (the "Morgan Loan (Series
1996)").


                                   ARTICLE VII

                               NEGATIVE COVENANTS
     So  long  as  any  Note  shall  remain  unpaid  or  any Bank shall have any
Commitment  hereunder,  the  Borrower  covenants  and  agrees  that:
SECTION VII.1. Liens, Etc. The Borrower will not grant, permit, create or suffer
               ----------
to  exist,  and will not permit any Subsidiary to grant, permit create or suffer
to  exist,  any Lien, upon or with respect to any of its Properties, whether now
owned  or  hereafter  acquired,  or assign, or permit any of its Subsidiaries to
assign,  any  right to receive income, in each case to secure or provide for the
payment  of  any  Debt  of  any  Person,  other  than:
(a)     Permitted  Liens;  or
(b)     Liens  which  do  not violate the covenants contained in Section 7.02(b)
hereof.

<PAGE>
     SECTION VII.2. Limitation on Incurrence of Debt. (a) The Borrower will not,
                    --------------------------------
and  will not permit any Subsidiary to, incur any Debt if prior to incurrence of
such  Debt,  but  after  giving  effect  to  the incurrence of such Debt and the
application  of  the  proceeds  thereof,  the  aggregate principal amount of all
outstanding Debt of the Borrower and its Subsidiaries is greater than 55% of the
Total  Assets,  determined  as  at  the  last  day  of the most recent preceding
calendar  year  or  calendar  quarter,  as  the case may be, as reflected in the
Financial  Statements of the Borrower most recently provided under Sections 6.01
(a)  or  (b).
(b)     The  Borrower will not, and will not permit any Subsidiary to, incur any
Debt secured by any Lien upon any Property of the Borrower or any Subsidiary if,
prior  to  occurrence of such Debt, but after giving effect to the incurrence of
such  Debt  and the application of the proceeds thereof, the aggregate principal
amount  of  all  outstanding  Debt of the Borrower and its Subsidiaries which is
secured  by a Lien on Property of the Borrower or any Subsidiary is greater than
40%  of Total Assets, determined as at the last day of the most recent preceding
calendar year or calendar quarter, as the case may be, as reflected in Financial
Statements  of  the  Borrower  most recently provided under Sections 6.01 (a) or
(b).
(c)     For  purposes of this Section 7.02, the term (i) "Total Assets" does not
include  securities  issued  or  unconditionally guaranteed by the United States
government  or an agency thereof or by the Federal National Mortgage Association
which  secure  a repurchase agreement with a financial institution, entered into
in  the  ordinary course of business by the Borrower or any Subsidiary, and (ii)
"Debt"  does  not  include  obligations  under  any such repurchase agreement or
indebtedness  of the Borrower or any Subsidiary owed to a financial institution,
which  is  secured  by  governmental  securities described in clause (i) hereof,
owned by the Borrower or such Subsidiary, entered into in the ordinary course of
business  (a  Areverse  repurchase  agreement")  provided  that  in  the case of
transactions  described in clauses (i) and (ii) hereof, the market value of such
governmental  securities  is at all times equal at least to the principal amount
of  such  repurchase  agreement  or  reverse  repurchase  agreement.
SECTION VII.3. Unimproved Real Property. The Borrower will not permit Unimproved
               -------------------------
Real  Property  to  exceed  12.5%  of  Undepreciated  Real  Estate  Assets.
SECTION VII.4. Sale or Other Disposition of Real Property. The Borrower will not
               ------------------------------------------
and  will not permit its Subsidiaries to, sell, dispose of or otherwise transfer
(including,  without  limitation,  a  sale-leaseback)  (a)  Real Property of the
Borrower  or  any  Subsidiary  with  an aggregate book value in any twelve-month
period, ending on the last day of the month in which such disposition occurs (or
if  shorter,  for  the  period  from the Closing Date to such day), for all such
dispositions  (after giving effect to such disposition), greater than 10% of the
Undepreciated  Real  Estate  Assets as of the last day of the preceding calendar
quarter,  or  (b)  Real  Property  of  the  Borrower  or  any  Subsidiary with a
cumulative  aggregate  book  value in any thirty-six month period, ending on the
last  day  of the month in which such disposition occurs (or if shorter, for the
period  from  the  Closing  Date  to such day), for all such dispositions (after
giving  effect  to  such disposition) greater than 15% of the Undepreciated Real
Estate  Assets  as of the last day of the preceding calendar quarter, unless, on
the date on which the next Compliance Certificate is required to be delivered in
accordance  with Section 6.01(c), the Borrower shall have delivered to the Agent
the  excess  of Net Proceeds of such disposition over such applicable percentage
amounts  of  the Undepreciated Real Estate Assets, respectively (herein referred
to  as  the "Adjusted Net Proceeds") as a prepayment on the Notes, in accordance
with  Section  3.03.  For  purposes  of  this  Section  7.04, neither a lease of
property (nor the existence of a financing lease) nor creation of a Lien on such
property in the ordinary course of business, shall be deemed to be a disposition
of  such  property.

<PAGE>
     SECTION  VII.5.  Mergers:  Consolidation. Except as permitted under Section
                      -----------------------
7.06(f),  the Borrower will not, and will not permit any Subsidiary to, merge or
consolidate  with  or  into  any  other Person, or convey, transfer or otherwise
dispose  of  (whether  in one transaction or in a series of transactions) all or
substantially  all  of  its  assets  (whether  now owned or hereafter acquired);
provided  that  (a)  subject to the limitations of Section 7.06(f), the Borrower
     ---
may  merge  or  consolidate with or into, or acquire all or substantially all of
the  assets or capital stock of any other Person, so long as the Borrower is the
survivor  thereof, and (b) any Subsidiary may merge or consolidate with or into,
or  acquire  all or substantially all of the assets or capital stock of, (i) any
other  Subsidiary,  so  long  as,  if  either  such Subsidiary is a Guarantor, a
Guarantor  is  the  survivor  thereof,  and  (ii)  subject to the limitations of
Section  7.06(f),  any  other  Person  (other  than  the Borrower), so long as a
Subsidiary  is  the  survivor  thereof, and (c) any Subsidiary may merge into or
transfer  all or substantially all of its assets to the Borrower, so long as the
Borrower  is  the survivor thereof, if prior to and after giving effect thereto,
in  the  case  of  clauses  (a),  (b) and (c) no Default or Event of Default has
occurred  or would exist (expressly including, without limitation, under Section
7.06(f)).
SECTION  VII.6.  Investments,  Loans,  and  Advances. Without the consent of the
                 -----------------------------------
Banks,  the  Borrower  will  not, and will not permit any Subsidiary to, make or
permit  to remain outstanding any Investment, endorse, or otherwise be or become
contingently  liable,  directly  or  indirectly, in connection with the stock or
other  securities of, or purchase, or acquire any stock or securities of, or any
other  interest  in,  any  Person,  except  that:
     (a)     the  Borrower  or  any  Subsidiary may permit to remain outstanding
Investments  existing  on  the  date  hereof;
(b)     the  Borrower  or  any  Subsidiary  may  acquire  and own capital stock,
obligations,  or  securities  received  in  settlement  of debts (created in the
ordinary  course  of  business)  owing  to  the  Borrower  or  any  Subsidiary;
(c)     the  Borrower  or  any  Subsidiary  may  own,  purchase, or acquire Cash
Equivalents;
(d)     the Borrower and any Subsidiary may make intercompany loans and advances
which are permitted under Section 7.08 hereof, and (subject to Section 6.06) may
form Subsidiaries, the capital stock of which is 100% owned by the Borrower or a
Guarantor;
(e)     the  transactions permitted under Subsection (a), (b) and (c) of Section
7.05  are  permissible;

<PAGE>
     (f)     the Borrower or any Subsidiary may (i) acquire the capital stock of
a Person without the consent of the Banks, so long as (A) the aggregate purchase
price,  or  cost,  of  such stock received in exchange for Capital Shares or any
asset  of  the  Borrower  or a Subsidiary (measured by the value of such Capital
Shares  or  asset of the Borrower or such Subsidiary given in exchange therefor)
does not exceed in the aggregate for any successive twelve (12) month period for
all  such  transactions  (or  series of related transactions) an amount equal to
one-third  (33  1/3%)  of  Total  Assets,  determined  as of the last day of the
preceding  calendar  quarter,  or (B) if all or a part of such purchase price is
paid  in  cash,  the  cash portion of the purchase price does not exceed, in the
aggregate  for any successive twelve (12) month period for all such transactions
(or  series  of  related tramctions) an amount equal to ten percent (10%) of the
Total  Assets,  determined as of the last day of the preceding calendar quarter,
and  (ii) acquire other Investments, (in addition to Investments permitted under
subsections (a) through (e), or (f)(i), or (g), of this Section 7.06) so long as
the  aggregate  purchase  price,  or  cost, of such acquisition (measured by the
value of such Capital Shares or any assets or promissory note of the Borrower or
such  Subsidiary,  if  any,  given  in  exchange therefor, plus the cash portion
thereof)  does  not exceed in the aggregate for any successive twelve (12) month
period  for  all such transactions (or series of related transactions) an amount
equal to ten percent (10%) of Total Assets, determined as of the last day of the
preceding  calendar  quarter, and in the case of each of clause (i) or (ii), (w)
such  action  does  not  result  in  the  income of the Borrower being primarily
attributable  to  loans  secured  by  mortgages  on  Real  Property,  (x) if the
acquisition  results  in  ownership  by  the Borrower or any Subsidiary (whether
beneficial  or  of  record)  of a majority of the voting stock of such Person or
results  in a merger or consolidation with the Borrower or such Subsidiary, then
the  board  of directors of such Person shall have approved such transaction and
such  transaction  shall  not constitute a Ahostile" acquisition with respect to
such Person, (y) (except for Investments described under clause (ii) hereof) the
business  of  such  Person is substantially similar to the business conducted by
the Borrower or such Subsidiary, or is primarily to hold Real Property, and such
purchase  or  acquisition is made in the ordinary course of business, and (z) in
any  event, prior to and after giving effect to such purchase or dequisition, no
Default  or  Event  of  Default  has  occurred  or  would  exist;  and
(g)     the  Borrower  and  any  Subsidiary  may purchase or acquire directly or
indirectly,  through  partnerships,  joint  ventures or otherwise, title to Real
Property  (expressly  including,  for  purposes  of  this  Section 7.06, without
limitation,  Adirect  financing  leases,"  reflected  as  such  on the Financial
Statements).
     SECTION VII.7. Coverage Ratios.     (a)    The Borrower will not permit the
                    ---------------
ratio  of  (i)  Funds  From  Operations,  to  (ii)  the  Annual  Service Charge,
determined as of the last day of each fiscal quarter for the four (4) successive
quarterly  accounting  periods  ending  on such date (the "nnual Service Charge
Coverage  Ratio")  to  be  less  than  2.5  to  1.0.
(b)     The  Borrower will not permit the ratio of (i) Funds From Operations, to
(ii)  the Fixed Charge, determined as of the last day of each fiscal quarter for
the  four  (4)  successive quarterly accounting periods ending on such date (the
"Fixed  Charge  Coverage  Ratio")  to  be  less  than  2.0  to  1.0.

<PAGE>
     SECTION  VII.8.  Transactions  with  Affiliates. The Borrower will not, and
                      ------------------------------
will  not  permit  any  Subsidiary  to,  directly  or indirectly, enter into any
transaction,  or modify any existing transaction, with any Affiliate (including,
without  limitation, any transaction involving the payment of management fees or
directors'  fees to any Affiliate), except for transactions (including any loans
or advances by or to any Affiliate otherwise in compliance under this Agreement)
in  good  faith,  the  terms of which are fair and reasonable to the Borrower or
such  Subsidiary,  and  are  at  least  as favorable as the terms which could be
obtained  by the Borrower or such Subsidiary in a comparable transaction made on
an  arm's-length  basis  between  unaffiliated  parties.
SECTION  VII.9.  Change  of Business. The Borrower will not, and will not permit
                 -------------------
any  Subsidiary  to,  make  any  material  change  in the nature of the business
conducted  by the Borrower and its Subsidiaries taken as a whole and will at all
times  qualify  for  taxation  as a Real Estate Investment Trust under the Code.
SECTION  VII.10.  Minimum  Adjusted  Tangible  Net Worth. The Borrower shall not
                  --------------------------------------
permit  the  Minimum  Adjusted  Tangible Net Worth to be less than $850,000,000.
SECTION  VII.11.  Amendment  of Organizational Documents. The Borrower will not,
                  --------------------------------------
and  will  not  permit  any  of  its  Subsidiaries to, without the prior written
consent  of  the  Banks,  amend, alter or modify its Organizational Documents or
articles  of  incorporation  or  other charter'or bylaws, as the case may be, in
such  a  manner  as  to (a) change its purpose or (b) restrict its powers in any
manner.
SECTION  VII.12. Guarantees. "Guaranty" shall mean all obligations not otherwise
                 ----------
reflected  on  the  balance  sheet of the Borrower or any Subsidiary whereby the
Borrower  or  such Subsidiary guarantees the performance of any joint venture or
partnership or the payment or performance of any indebtedness, dividend or other
obligation  of any other Person (for purposes of this Section 7.12, the "Primary
Obligor")  in  any manner, whether directly or indirectly, including obligations
incurred  through  an  agreement  or  covenant,  contingent  or  otherwise:
     (i)     to  purchase  such  indebtedness  or  obligation or any Property or
assets  constituting  security  therefor,
     (ii)    to  advance  or  supply  funds
     (A)     for  the purchase or payment of such indebtedness or obligation, or
     (B)     to  maintain  working capital or other balance sheet  condition  or
otherwise to advance or make available funds for the purchase or payment of such
indebtedness  or  obligation;
     (iii)    to  lease  Property or to purchase securities or other Property or
services primarily for the purpose of assuring the owner of such indebtedness or
obligation  of  the  ability  of  the  Primary  Obligor  to  make payment of the
indebtedness  or  obligation;
     (iv)    to  assure  the  owner  of  the  indebtedness  or obligation of the
Primary Obligor  against  loss  in  respect  thereof;  or
     (v)     in connection with the creation of a trust or other  existing  fund
for the purpose of securitizing  assets  of  the  Borrower  or  any  Subsidiary.

<PAGE>
Notwithstanding  the  above,  and in any event, except for (i) Guaranties by the
Borrower of indebtedness or obligations of any Subsidiary, or (ii) Guaranties of
any  Subsidiary  of  indebtedness  or  obligations of the Borrower, or (iii) the
Guaranty  by  the  Borrower  of  the  obligations  of  the  Dugas Partnership in
Commendam  in  respect of the Series 1995 Lafayette Bonds and the special letter
of  credit  issued  in  connection  therewith,  neither  the  Borrower  nor  any
Subsidiary  shall  enter  into  any Guaranty (other than checks deposited and/or
endorsed  in  the ordinary course of business of the Borrower or any Subsidiary)
unless  (A)  liability  incurred  by  the Borrower or such Subsidiary under such
Guaranty  is  secured  and  is  for  a  Primary  Obligor's indebtedness or other
obligation,  and  (B) upon payment by the Borrower or such Subsidiary on account
of  (or  in  connection  with)  its  obligations  under  the  Guaranty or, after
compliance with applicable foreclosure proceedings specified by law or otherwise
agreed  upon,  the  Borrower  or  such  Subsidiary will become subrogated to the
right,  title and interests of the beneficiary of the Guaranty or of the Primary
Obligor,  to  all  Property securing such liability. By way of illustration, but
not  limitation:  (x) in the case of a Guaranty of the obligations of a venturer
or  partner,  the  Guaranty  shall  be  deemed  secured  if the Borrower or such
Subsidiary is entitled (after compliance with applicable foreclosure proceedings
specified by law or otherwise agreed upon) to such defaulting party's venture or
partnership  interest  in  case of a default of such venturer or partner; (y) in
the case of the Guaranty of a lease, the Guaranty shall be deemed secured if the
Borrower  or  such  Subsidiary  is  entitled  (after  compliance with applicable
foreclosure  proceedings  specified  by  law  or  otherwise  agreed upon) to the
leasehold  estate  in case of default by the tenant under such lease; and (z) in
the  case  of  the  Guaranty  of  a secured promissory note, a Guaranty shall be
deemed  secured  if  the Borrower or such Subsidiary is entitled to purchase the
note  and  the lien securing same, and to become subrogated to the rights of the
previous  payee on the Note in the case of default of the maker on such default.
     SECTION  VII.13.  Assets Retained. The Borrower will not permit the portion
                       ---------------
of  Undepreciated  Real  Estate Assets which is subject to no Lien (other than a
Permitted  Lien)  to  be  less  than  150%  of  the  aggregate  principal amount
outstanding  at  any  time of Debt which is not secured by a Lien on Property of
the  Borrower  or  any  Subsidiary.
SECTION  VII.14.  Transfer of Assets to Central Plaza.  Notwithstanding anything
                  -----------------------------------
herein  to  the  contrary,  the Borrower shall not transfer or convey any of its
assets  or  make  any  capital  contributions,  loans  or other distributions to
Central  Plaza, except (i) the capital contribution in the approximate amount of
$4,500,000  made  by  the  Borrower  to  Central  Plaza  in  connection with the
acquisition  of  the Central Plaza Shopping Center and (ii) loans or advances to
Central  Plaza  not  to  exceed  $500,000  at  any  one  time  outstanding.
SECTION  VII.15.  Limitations  on  Central  Plaza's  Incurrence  of  Debt.
                  -------------------------------------------------------
Notwithstanding  anything  herein to the contrary, the Borrower shall not permit
Central Plaza to incur any Debt (secured or unsecured) other than (i) the Morgan
Loan  (Series  1995);  (ii)  trade and operational Debt incurred in the ordinary
course  of business with trade creditors, in amounts as are normal and customary
and  (iii)  loans  from  the  Borrower;  provided  that the Debt permitted under
clauses  (ii)  and  (iii)  shall  not  exceed  an  aggregate amount of $500,000.

<PAGE>
     SECTION  VII.16. Transfer of Assets to Bell Plaza. Notwithstanding anything
                      --------------------------------
herein  to  the  contrary,  the Borrower shall not transfer or convey any of its
assets  or  make any capital contributions, loans or other distributions to Bell
Plaza,  except  (i)  the  capital  contribution  in  the  approximate  amount of
$3,350,000 made by the Borrower to Bell Plaza in connection with the acquisition
of  the  Bell Plaza Shopping Center and (ii) loans or advances to Bell Plaza not
to  exceed  $1,200,000  at  any  one  time  outstanding.
SECTION  VII.17. Limitations on Bell Plaza's Incurrence of Debt. Notwithstanding
                 ----------------------------------------------
anything  herein  to  the  contrary, the Borrower shall not permit Bell Plaza to
incur  any  Debt  (secured  or unsecured) other than (i) the Morgan Loan (Series
1996),  (ii)  trade  and  operational  Debt  incurred  in the ordinary course of
business  with trade creditors, in amounts as are normal and customary and (iii)
loans from the Borrower; provided that the Debt permitted under clauses (ii) and
(iii)  shall  not  exceed  an  aggregate  amount  of  $1,200,000.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT
     SECTION VIII.1. Events of Default.  If any of the following events ("Events
                     -----------------                                    ------
of  Default")  shall  occur:
-----------
     (a     The  Borrower shall fail to pay principal of or interest on any Note
or  fees  or  other  amounts  due under any Note or this Agreement when the same
becomes  due  and  payable;  or
(b     Any  representation  or  warranty  made  by  the  Borrower (or any of its
Responsible  Officers) under or in connection with any Loan Document shall prove
to  have  been  incorrect  in  any material respect when made or deemed made; or
(c     The  Borrower  shall  fail  to  perform  or observe any term, covenant or
agreement  contained  in  Sections  6.01  (d),  6.06  or  in  Article  VII;  or
(d     The  Borrower  shall  fail  to  perform  or observe any term, covenant or
agreement contained in any Loan Document (other than those set forth in (a), (b)
and  (c)  above)  on  its part to be performed or observed if such failure shall
remain  unremedied  for  thirty (30) days after the occurrence of such event; or
(e     The Borrower shall fail to pay any principal of or premium or interest on
any  Debt  (other  than  Non-Recourse  Debt) which is outstanding in a principal
amount  greater thari $10,000,000 in the aggregate when the same becomes due and
payable  (whether  by  scheduled  maturity,  required  prepayment, acceleration,
demand  or  otherwise);  or  any  other  event  constituting  a default (however
defined)  shall occur or condition shall exist under any agreement or instrument
relating  to  any  such  Debt  outstanding  in  a  principal amount greater than
$10,000,000  (other  than  Non-Recourse  Debt)  and  shall  continue  after  the
applicable  grace  period, if any, specified in such agreement or instrument; or

<PAGE>
     (f     The  Borrower or any of its Subsidiaries shall generally not pay its
debts  as  such debts become due, or shall admit in writing its inability to pay
its  debts  generally,  or  shall  make  a general assignment for the benefit of
creditors;  or  any proceeding shall be instituted by or against the Borrower or
any  of  its  Subsidiaries  seeking to adjudicate it a bankrupt or insolvent, or
seeking  liquidation,  winding  up,  reorganization,  arrangement,  adjustment,
protection,  relief, or composition of it or its debts under any Debtor Laws, or
seeking  the  entry  of  an  order  for relief or the appointment of a receiver,
trustee,  custodian or other similar official for it or for any substantial part
of  its  Property  and, in the case of any such proceeding instituted against it
(but  not  instituted by it), either such proceeding shall remain undismissed or
unstayed  for  a  period  of  30  days,  or  any  of  the actions sought in such
proceeding  (including,  without  limitation,  the  entry of an order for relief
against,  or  the appointment of a receiver, trustee, custodian or other similar
official  for,  it  or for any substantial part of its Property) shall occur; or
the  Borrower  or  any  of  its  Subsidiaries shall take any corporate action to
authorize  any  of  the  actions  set  forth  above  in  this subsection (f); or
(g     Any  final judgment or order for the payment of money which, individually
or  the  aggregate,  shall  be  in  excess  of  $1,000,000 at any time, shall be
rendered  against the Borrower or any of its Subsidiaries and remains unpaid for
a  period  of  15  days, and a stay of execution thereof (whether by supersedeas
bond  or  otherwise)  shall  not  be  in  effect  after  entry  thereof;  or
(h     With  respect  to  any  Plan,  Multiemployer  Plan  or any other employee
benefit  plan  within  the meaning of Section 3(3) of ERISA, the Borrower or any
ERISA  Affiliate  has  incurred and fails to pay (or fund, as applicable) within
the  maximum time period permitted by law, a liability in excess of $10,000,000;
or
(i     An  Event  of  Default  (however  defined)  in  any  interest  rate  swap
agreement, or any other interest rate protection agreement to which the Borrower
or  any  Subsidiary  is  a  party  (the  "Interest Rate Agreements"), shall have
occurred  at  any  time  during  which  the  Agent or any Bank is a counterparty
thereunder;  or
(j     The  Borrower shall be or become, in the reasonable judgment of the Agent
or  any  Bank,  a  liquidating trust under the Internal Revenue Code of 1986, as
amended;

<PAGE>
then, and in any such event, the Agent (i) shall at the request, or may with the
consent,  of  the  Majority  Banks,  by  notice  to  the  Borrower,  declare the
Commitment  of  each  Bank  to be terminated, whereupon the same shall forthwith
terminate,  and  (ii)  shall  at  the  request,  or may with the consent, of the
Majority  Banks  by  notice  to  the  Borrower,  declare the Notes, all interest
thereon  and  all other amounts payable under this Agreement to be forthwith due
and  payable,  whereupon the Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further  notice  of  any  kind,  all of which are hereby expressly waived by the
Borrower; provided however, that in the event of an entry of an order for relief
with  respect to the Borrower or any of its Subsidiaries under the United States
Bankruptcy  Code,  (A)  the  obligation  of  each  Bank  to  make Advances shall
automatically  be  terminated  and (B) the Notes, all such interest and all such
amounts  shall automatically become and be due and payable, without presentment,
demand,  protest  or  any  notice of any kind, all of which are hereby expressly
waived  by  the  Borrower.
                                   ARTICLE IX
                                    THE AGENT
     SECTION  IX.1.  Authorization  and  Action.  Each  Bank hereby appoints and
                     --------------------------
authorizes  the Agent to take such action as agent on its behalf and to exercise
such  powers  under  this  Agreement  as are delegated to the Agent by the terms
hereof,  together  with  such powers as are reasonably incidental thereto. As to
any  matters  not  expressly  provided for by this Agreement (including, without
limitation,  enforcement  or  collection  of  the Notes), the Agent shall not be
required to exercise any discretion or take any action, but shall be required to
act  or  to  refrain  from  acting (and shall be fully protected in so acting or
refraining  from  acting) upon the instructions of  the Majority Banks, and such
instructions  shall be binding upon all Banks and all holders of Notes; provided
                                                                        --------
however,  that  the Agent shall not be required to take any action which exposes
the  Agent  to  personal  liability  or  which  is contrary to this Agreement or
applicable  law.  The  Agent  agrees  to give to each Bank prompt notice of each
notice  given  to  it  by  the Borrower pursuant to the terms of this Agreement.
SECTION IX.2. Agent's Reliance, Etc. Neither the Agent nor any of its directors,
              ---------------------
officers, agents or employees shall be liable for any action taken or omitted to
be  taken  by  it or them under or in connection with this Agreement, except for
its  or  their own gross negligence or willful misconduct. Without limitation of
the  generality  of the foregoing, the Agent: (i) may, subject to the provisions
of Section 10.08 hereof, treat the payee of any Note as the holder thereof until
the  Agent  receives written notice of the assignment or transfer thereof signed
by  such  payee  and including the agreement of the assignee or transferee to be
bound hereby as it would have been if it had been an original Bank party hereto,
in  form  satisfactory  to  the  Agent;  (ii)  may  consult  with  legal counsel
(including  counsel  for the Borrower), independent public accountants and other
experts  selected  by it and shall not be liable for any action taken or omitted
to  be  taken in good faith by it in accordance with the advice of such counsel,
accountants  or  experts;  (iii) makes no warranty or representation to any Bank
and  shall  not  be  responsible  to  any Bank for any statements, warranties or
representations  (whether  written  or  oral) made in or in connection with this
Agreement;  (iv)  shall  not  have any duty to ascertain or to inquire as to the
performance  or  observance of any of the terms, covenants or conditions of this
Agreement  on the part of the Borrower or to inspect the property (including the
books and records) of the Borrower; (v) shall not be responsible to any Bank for
the  due execution, legality, validity, enforceability, genuineness, sufficiency
or  value  of  this  Agreement  or  any  other instrument or document ftirnished
pursuant  hereto;  and (vi) shall incur no liability under or in respect of this
Agreement by acting upon any notice, consent, certificate or other instrument or
writing (which may be by telecopier, telegram, cable or telex) believed by it to
be  genuine  and  signed  or  sent  by  the  proper  party  or  parties.

<PAGE>
     SECTION  IX.3.  BOA  and  Affiliates.  With  respect to its Commitment, the
                     --------------------
Advances  made  by  it and the Note issued to it, BOA shall have the same rights
and  powers  under this Agreement as any other Bank and may exercise the same as
though  it  were  not  the  Agent;  and the term "Bank" or "Banks" shall, unless
otherwise  expressly  indicated, include BOA in its individual capacity. BOA and
its  Affiliates  may  accept  deposits from, lend money to, act as trustee under
indentures  of, and generally engage in any kind of business with, the Borrower,
any  of  its  Subsidiaries  and  any  Person  who  may  do  business with or own
securities  of  the  Borrower or any such Subsidiary, all as if BOA were not the
Agent  and  without  any  duty  to  account  therefor  to  the  Banks.
SECTION  IX.4.  Bank  Credit  Decision.  Each  Bank  acknowledges  that  it has,
                ----------------------
independently and without reliance upon the Agent or any other Bank and based on
the  financial  statements  referred to in Sections 5.02 and 6.01 and such other
documents  and  information  as  it  has deemed appropriate, made its own credit
analysis  and decision to enter into this Agreement. Each Bank also acknowledges
that  it  will,  independently  and without reliance upon the Agent or any other
Bank and based on such documents and information as it shall deem appropriate at
the  time,  continue  to  make  its own credit decisions in taking or not taking
action  under each Loan Document. The Agent shall not be required to keep itself
informed  as  to  the  performance  or  observance  by  the Borrower of any Loan
Document  or  to  inspect  the  Properties  or  books  of  the  Borrower  or any
Subsidiary.  Except  for  notices,  reports, and other documents and information
expressly  required  to  be  furnished  to the Banks by the Agent hereunder, the
Agent  shall  not  have  any duty or responsibility to provide any Bank with any
credit  or  other  information  concerning  the affairs, financial condition, or
business  of  the  Borrower or any Subsidiary (or any of their Affiliates) which
may  come  into  the  possession  of  the  Agent  or  any  of  its  Affiliates.

<PAGE>
     SECTION  IX.5.  Indemnification.  Notwithstanding  anything to the contrary
                     ---------------
herein  contained,  the Agent shall be fully justified in failing or refusing to
take  any  action  hereunder  unless  it  shall  first  be  indemnified  to  its
satisfaction  by the Banks against any and all liabilities, obligations, losses,
damages,  penalties,  actions,  judgments,  suits,  costs,  expenses,  and
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by  or  asserted  against the Agent in any way relating to or arising out of its
taking  or continuing to take any action. EACH BANK AGREES TO INDEMNUY THE AGENT
(TO  THE  EXTENT  NOT  REIMBURSED BY THE BORROWER), ACCORDING TO SUCH BANK'S PRO
RATA  PERCENTAGE, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS
OF  ANY  KIND  OR  NATURE  WHATSOEVER  WHICH  MAY BE IMPOSED ON, INCURRED BY, OR
ASSERTED  AGAINST  THE  AGENT  IN ANY WAY RELATING TO OR ARISING OUT OF ANY LOAN
DOCUMENT  OR ANY ACTION TAKEN OR OMITTED BY THE AGENT UNDER ANY LOAN DOCUMENT IN
ITS  CAPACITY AS AGENT, PROVIDED THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF
SUCH  LIABILITIES,  OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS,  COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE OR
WILLFUL  MISCONDUCT  OF THE PERSON BEING INDEMNIFIED; AND PROVIDED FURTHER, THAT
IT IS THE INTENTION OF EACH BANK TO INDEMNIFY THE AGENT AGAINST THE CONSEQUENCES
OF THE AGENT'S OWN NEGLIGENCE WHEN ACTING IN ITS CAPACITY AS AGENT, WHETHER SUCH
NEGLIGENCE  BE SOLE, JOINT, OR CONCURRENT, ACTIVE OR PASSIVE. WITHOUT LIMITATION
OF  THE FOREGOING, EACH BANK AGREES TO REIMBURSE THE AGENT, PROMPTLY UPON DEMAND
FOR  ITS PRO RATA PERCENTAGE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE
ATTORNEYS'FEES)  INCURRED  BY  THE  AGENT IN ITS CAPACITY AS AGENT IN CONNECTION
WITH  THE  PREPARATION,  ADMINISTRATION,  OR  ENFORCEMENT OF, OR LEGAL ADVICE IN
RESPECT  OF  RIGHTS  OR RESPONSIBILITIES UNDER, ANY LOAN DOCUMENT, TO THE EXTENT
THAT  THE  AGENT  IS  NOT  REIMBURSED  FOR  SUCH  EXPENSES  BY  THE  BORROWER.
SECTION  IX.6.  Successor  Agent.  The  Agent  may  resign at any time by giving
                ----------------
written  notice  thereof to the Banks and the Borrower and may be removed at any
time with cause by the Majority Banks. Upon any such resignation or removal, the
Majority  Banks  shall  have  the  right  to  appoint  a  successor Agent. If no
successor  Agent  shall  have been so appointed by the Majority Banks, and shall
have  accepted  such  appointment,  within  thirty  (30) days after the retiring
Agent's  giving  of  notice of resignation or the Majority Banks' removal of the
retiring  Agent,  then the retiring Agent may, on behalf of the Banks, appoint a
successor  Agent,  which  shall be a commercial bank organized under the laws of
the  United  States  of America or of any State thereof and having capital of at
least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by
a  successor  Agent,  such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations under
this  Agreement.  After any retiring Agent's resignation or removal hereunder as
Agent,  the  provisions  of this Article IX shall inure to its benefit as to any
actions  taken  or  omitted  to  be  taken  by  it while it was Agent under this
Agreement.
SECTION  IX.7.  Agent's Reliance. The Borrower shall notify the Agent in writing
                ----------------
of  the  names of its officers and employees authorized to request an Advance on
behalf  of the Borrower and shall provide the Agent with a specimen signature of
each  such officer or employee. The Agent shall be entitled to rely conclusively
on such officer's or employee's authority to request an Advance on behalf of the
Borrower  until  the  Agent  receives  written  notice  from the Borrower to the
contrary.  The  Agent  shall  have  no  duty  to  verify the authenticity of the
signature  appearing  on  any Notice of Borrowing, and, with respect to any oral
request  for  an Advance, the Agent shall have no duty to verify the identity of
any  Person  representing himself as one of the officers or employees authorized
to  make  such request on behalf of the Borrower. Neither the Agent nor any Bank
shall  incur  any liability to the Borrower in acting upon any telephonic notice
referred  to  above  which the Agent or such Bank believes in good faith to have
been  given by a duly authorized officer or other Person authorized to borrow on
behalf  of  the  Borrower  or  for  otherwise  acting  in  good  faith.

<PAGE>
     SECTION  IX.8. Defaults. The Agent shall not be deemed to have knowledge of
                    --------
the  occurrence  of  a  Default  (other  than  the nonpayment of principal of or
interest  hereunder  or  of  any  fees  payable  hereunder) unless the Agent has
received  notice  from  a  Bank  or the Borrower specifying such Default. In the
event  that the Agent receives such a notice of the occurrence of a Default, the
Agent  shall  give  prompt  notice thereof to the Banks and to the Borrower (and
shall  give  each  Bank  prompt  notice of each such nonpayment); provided that,
failure  of the Agent to give notice to the Borrower hereunder shall in no event
diminish  the obligations of the Borrower hereunder. The Agent shall (subject to
Section  8.01  and 9.01) take such action as may be expressly required hereunder
with  respect  to  such Default; provided that, unless and until the Agent shall
have  received  the  directions  referred to in Section 8.01, the Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default as it shall deem advisable and in the best interest
of  the  Banks.
                                    ARTICLE X
                                  MISCELLANEOUS
     SECTION  X.1.  Amendments,  Etc. No amendment or waiver of any provision of
                    ----------------
this  Agreement  or  the  Notes,  nor  consent  to any departure by the Borrower
therefrom,  shall  in any event be effective unless the same shall be in writing
and  signed  by  the  Borrower  and  the Majority Banks, and then such waiver or
consent  shall  be  effective only in the specific instance and for the specific
purpose  for which given; provided however, that no amendment, waiver or consent
                          --------
shall,  unless  in writing and signed by all the Banks, do any of the following:
(a)  waive  any  of  the  conditions specified in Section 4.02, (b) increase the
Commitments of the Banks or subject the Banks to any additional obligations, (c)
reduce  the principal of, or interest on, the Notes, (d) postpone any date fixed
for  any payment of principal of, or interest on, the Notes or any fees or other
amounts  payable  hereunder, (e) change the definition of "Pro Rata Percentage,"
the  percentage  of  the Commitments or the aggregate unpaid principal amount of
the Notes, or the number or percentage of Banks, which shall be required for the
Banks or any of them to take any action hereunder, (f) amend this Section 10.01,
(g)  alter  any  Guaranty Agreement or Section 6.06 hereof, or (h) amend Article
VII  hereof,  and provided, further, that no amendment, waiver or consent shall,
                  --------
unless  in  writing  and  signed  by the Agent in addition to the Banks required
above  to  take such action, affect the rights or duties of the Agent under this
Agreement  or  any  Note.
     SECTION  X.2.  Notices,  Etc. All notices and other communications provided
                    -------------
for  hereunder  shall  be  in  writing  (including  by  telex  or  telefacsimile
transmission)  and shall be effective when actually delivered, or in the case of
telex  notice,  when  sent,  and  answerback  is  received,  or  in  the case of
telefacsimile  transmission,  when  received  and  telephonically  confirmed,
addressed  as  follows: if to the Borrower, at its address at 2600 Citadel Plaza
Drive,  Houston, Texas 77018, Attention: Chief Executive Officer, with a copy to
Dow,  Cogbum  &  Friedman,  P.C.,  9  Greenway Plaza, Suite 2300, Houston, Texas
77046,  Attention:  Mr.  Melvin  Dow;  if  to any Bank, at its address specified
opposite  its  name  on  the  signature page hereof; and if to the Agent, at its
address at 700 Louisiana, 5th Floor, Houston, Texas 77002, Attention: Cynthia C.
Sanford;  with  a  copy  to  901  Main  Street, 51st Floor, Dallas, Texas 75202,
Attention:  Joone  Choe;  or  as to the Borrower, any Bank or the Agent, at such
other  address  as  shall be designated by such party in a written notice to the
other  parties.
SECTION  X.3.  No  Waiver;  Remedies.  No failure on the part of any Bank or the
               ---------------------
Agent to exercise, and no delay in exercising, any right under any Loan Document
shall  operate  as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of
any  other  right. The remedies herein provided are cumulative and not exclusive
of  any  remedies  provided  by  law.

<PAGE>
     SECTION  X.4.  Costs,  Expenses  and  Taxes.  The Borrower agrees to pay on
                    ----------------------------
demand  all  costs  and  expenses in connection with the preparation, execution,
delivery,  modification,  waiver,  and  amendment  of the Loan Documents and the
other  documents  to  be  delivered under the Loan Documents, including, without
limitation,  the  reasonable  fees and out-of-pocket expenses of counsel for the
Agent  and each Bank with respect thereto and with respect to advising the Agent
and  each  Bank  as to its rights and responsibilities under the Loan Documents;
provided that, fees of counsel for the Agent and the Banks for work performed in
connection  with  the  preparation, execution and delivery of this Agreement and
the  other  Loan  Documents  on the Closing Date and all other work described in
this  sentence  performed on or prior to the Closing Date (together with routine
post-closing  matters,  such  as  preparation and delivery of closing packages),
shall  not  exceed  $25,000.00,  plus  expenses  of  such  counsel  incurred  in
connection  therewith. In the event of the occurrence of a Default, the Borrower
further  agrees  to  pay  on  demand  all costs and expenses, if any (including,
without  limitation,  reasonable  counsel fees and expenses), in connection with
the  enforcement  (whether through negotiations, legal proceedings or otherwise)
of  the  Loan  Documents  and the other documents to be delivered under the Loan
Documents,  including,  without limitation, reasonable counsel fees and expenses
in  connection  with  the  enforcement  of  rights  under  this  Section  10.04.
SECTION  X.5.  Right  of  Set-off.  Upon  (i)  the  occurrence  and  during  the
               -------------------
continuance  of  any  Event of Default and (ii) the making of the request or the
granting  of  the  consent  specified  by Section 8.01 to authorize the Agent to
declare  the  Notes  due and payable pursuant to the provisions of Section 8.01,
each Bank is hereby authorized at any time and from time to time, to the fullest
extent  permitted  by law, to set off and apply any and all deposits (general or
special,  time  or  demand,  provisional  or  final)  at any time held and other
indebtedness  at any time owing by such Bank to or for the credit or the account
of  the  Borrower  against any and all of the obligations of the Borrower now or
hereafter  existing under any Loan Document, whether or not such Bank shall have
made  any demand under this Agreement or such Note and although such obligations
may  be  unmatured.  Each  Bank agrees promptly to notify the Borrower after any
such  set-off  and  application  made by such Bank, provided that the failure to
                                                    --------
give  such notice shall not affect the validity of such set-off and application.
The  rights  of each Bank under this Section are in addition to other rights and
remedies  (including,  without  limitation,  other rights of set-off) which such
Bank  may  have.
SECTION  X.6.  Sharing  of  Payments,  Etc. If any Bank shall obtain any payment
               ---------------------------
(whether  voluntary,  involuntary, through the exercise of any right of set-off,
or  otherwise)  on  account  of  any  Advance made by it (other than pursuant to
Sections  2.07,  2.10,  3.04  or  3.05)  in excess of its Pro Rata Percentage of
payments on account of the Advances, such Bank shall forthwith purchase from the
other  Banks  such  participations  in  the  Advances  made  by them as shall be
necessary to cause such purchasing Bank to share the excess payment ratably with
each  of  them,  provided  however,  that  if  all or any portion of such excess
                 --------
payment  is  thereafter  recovered from such purchasing Bank, such purchase from
each  Bank  shall  be rescinded and such Bank shall repay to the purchasing Bank
the  purchase price to the extent of such recovery together with an amount equal
to  such  Bank's ratable share (according to the proportion of (i) the amount of
such  Bank's  required  repayment to (ii) the total amount so recovered from the
purchasing  Bank)  of  any  interest  or  other  amount  paid  or payable by the
purchasing  Bank  in  respect  of  the  total  amount  so  recovered.

<PAGE>
     SECTION  X.7. Binding Effect. This Agreement shall become effective when it
                   --------------
shall  have  been  executed  by  the  Borrower,  the  Agent and the Banks (and a
counterpart  original has been delivered to the Agent, for itself and each Bank,
and  to  the Borrower) when the Agent shall have been notified by each Bank that
such  Bank has executed it and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Agent and each Bank and their respective successors
and  assigns,  except  that  the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Banks.
  SECTION  X.8.  Assignments and Participations. (a) Each Bank may assign all or
                    ------------------------------
a portion of its rights and obligations under this Agreement (including, without
limitation,  all  or a portion of its Commitments and the Note held by it to any
financial  institution  (the  "ssignee");  provided  however,  (i) prior to the
                               --------     --------
occurrence  of  an  Event  of  Default,  BOA  shall  not  assign  its rights and
obligations  hereunder  without  the  consent of the Borrower, which will not be
unreasonably  withheld,  if, the assignment is made to an Eligible Assignee and,
after  giving  effect  to  such  assignment,  the Commitment of BOA would not be
reduced  to  less  than  $25,000,000,  (ii) each assignment made hereunder shall
equal  or  exceed  the lesser of (A) $10,000,000 or (B) the remaining Commitment
held  by the assigning Bank, and (iii) the parties to each such assignment shall
execute  and  deliver  to  the  Agent,  for  its acceptance and recording in the
Register  (with  a copy to the Borrower), an Assignment and Acceptance Agreement
in the form of Exhibit 10.08, attached hereto (the "Assignment and Acceptance"),
                                                    -------------------------
together  with  any  Note  subject  to  such  assignment.  Upon  such execution,
delivery,  acceptance,  and  recordation  by  the  Agent  of such Assignment and
Acceptance,  from  and after the effective date specified in each Assignment and
Acceptance,  which effective date shall be the date on which such Assignment and
Acceptance  is  accepted  by  the  Agent, (A) the Assignee thereunder shall be a
party  hereto and, to the extent that rights and obligations hereunder have been
assigned  to  it pursuant to such Assignment and Acceptance, have the rights and
obligations  of  a  Bank  under  the  Loan  Documents, and (B) the Bank assignor
thereunder  shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and  be released from its obligations under the Loan Documents (and, in the case
of  an  Assignment  and  Acceptance  covering all or the remaining portion of an
assigning  Bank's  rights  and  obligations  under the Loan Documents, such Bank
shall  cease  to  be  a  party  thereto).

<PAGE>
     (b     By  executing  and delivering an Assignment and Acceptance, the Bank
assignor  thereunder  and  the Assignee confirm to and agree with each other and
the  other  parties  hereto  as  follows:  (i)  other  than  as provided in such
Assignment  and  Acceptance,  such  assigning  Bank  makes  no representation or
warranty  and  assumes  no  responsibility  with  respect  to  any  statements,
warranties,  or  representations made in or in connection with any Loan Document
or  the execution, legality, validity, enforceability, genuineness, sufficiency,
or  value  of  any  Loan  Document or any other instrument or document furnished
pursuant  thereto;  (ii) such assigning Bank makes no representation or warranty
and  assumes  no  responsibility  with respect to the financial condition of the
Borrower  or  any  other  Subsidiary  or  the  performance  or observance by the
Borrower  or any other Subsidiary of any of its respective obligations under any
Loan  Document  or  any other instrument or document furnished pursuant thereto;
(iii)  such Assignee confirms that it has received a copy of the Loan Documents,
together with copies of the Financial Statements referred to in Section 5.02 and
                                                                ------------
Section  6.01,  and  such  other  documents  and  information  as  it has deemed
-------------
appropriate  to  make  its  own  credit analysis and decision to enter into such
--------
Assignment  and  Acceptance;  (iv)  such  Assignee,  independently  and  without
----
reliance  upon  the  Agent  such  assigning  Bank, or any Bank and based on such
----
documents  and  information  as  it  shall  deem  appropriate  at the time, will
----
continue  to  make its own credit decisions in taking or not taking action under
----
this Agreement; (v) such Assignee appoints and authorizes the Agent to take such
action  as  agent  on  its  behalf  and  to  exercise such powers under any Loan
Document  as are delegated to the Agent by the terms thereof, together with such
powers  as are reasonably incidental thereto; and (vi) such Assignee agrees that
it  will  perform in accordance with their terms all of the obligations which by
the  terms  of  any  Loan Document are required to be performed by it as a Bank.
(c     The  Agent  shall  maintain at its address referred to in Section 10.02 a
                                                                 -------------
copy  of  each  Assignment  and Acceptance delivered to and accepted by it and a
register  for  the  recordation  of the names and addresses of the Banks and the
Commitment  of,  and principal amount of the Borrowings owing to, each Bank from
time  to  time (the "Register"). The entries in the Register shall be conclusive
                     --------
and  binding  for  all  purposes,  absent  manifest error, and the Borrower, the
Agent,  and  the  Banks  may  treat  each  Person  whose name is recorded in the
Register  as  a  Bank  hereunder  for  all  purposes  of the Loan Documents. The
Register  shall  be  available for inspection by the Borrower or any Bank at any
reasonable  time  and  from  time  to  time  upon  reasonable  prior  notice.
(d     Upon its receipt of an Assignment and Acceptance executed by an assigning
Bank,  together  with  any  Note  subject to such assignment, the Agent, if such
Assignment and Acceptance has been completed and otherwise complies with Section
10.08(a),  shall  (i)  accept  such  Assignment  and Acceptance; (ii) record the
information  contained  therein  in  the  Register, and (iii) give prompt notice
thereof  to  the  Borrower.  Simultaneously upon its receipt of such notice, the
Borrower  at its own expense, shall execute and deliver to the Agent in exchange
for  each surrendered Note a new Note to the order of such Assignee in an amount
equal  to  the  Conumitment  assumed  by  it  pursuant  to  such  Assignment and
Acceptance  and,  if  the assigning Bank has retained Commitments hereunder, new
Notes  to  the order of the assigning Bank in an amount equal to the Commitments
retained  by  it  hereunder.  The  new  Notes shall be in an aggregate principal
amount  equal  to the aggregate principal amount of the surrendered Notes, shall
be  dated  the  effective  date  of  such  Assignment  and  Acceptance and shall
otherwise  be  in substantially the form of Exhibit 2.02(c). Upon receipt by the
                                            ---------------
Agent  of  each  such  new  Note conforming to the requirements set forth in the
preceding  sentences,  the  Agent  shall  return  to  the  Borrower  each  such
surrendered  Note  marked  to  show  that  each  such  surrendered Note has been
replaced,  renewed,  and  extended  by  such  new  Note.
(e     Each  Bank  may sell participations to one or more financial institutions
in  or  to  all  or a portion of its rights and obligations under this Agreement
(including,  without  limitation,  all  or  a portion of its Commitments and the
Notes  held by it), and no such sale of a participation shall reduce such Bank's
obligations  to  the  Borrower  hereunder.

<PAGE>
     SECTION  X.9. Limitation on Agreements.  (a)     All agreements between the
                   ------------------------
Borrower,  the Agent, or any Bank, whether now existing or hereafter arising and
whether  written or oral, are hereby expressly limited so that in no contingency
or  event  whatsoever,  whether  by reason of demand being made in respect of an
amount  due  under  any  Loan  Document  or otherwise, shall the amount paid, or
agreed  to  be  paid,  to  the  Agent  or  any Bank for the use, forbearance, or
detention of the money to be loaned under this Agreement, the Notes or any other
Loan  Document or otherwise or for the payment or performance of any covenant or
obligation  contained  herein  or  in any other Loan Document exceed the Highest
Lawful  Rate.  If, as a result of any circumstance whatsoever, fulfillment of or
compliance  with  any  provision  hereof or of any of such documents at the time
performance  of  such provision shall be due or at, any other time shall involve
exceeding the amount permitted to be contracted for, taken, reserved, charged or
received  by the Agent or any Bank under applicable usury law, then, ipso facto,
                                                                     ---- -----
the  obligation  to  be fulfilled or complied with shall be reduced to the limit
prescribed by such applicable usury law, and if, from any such circumstance, the
Agent  or any Bank shall ever receive interest or anything which might be deemed
interest  under  applicable law which would exceed the Highest Lawful Rate, such
amount  which  would  be excessive interest shall be applied to the reduction of
the  principal  amount owing on account of such Bank's Note or the amounts owing
on  other  obligations  of  the Borrower to the Agent or any Bank under any Loan
Document  and  not  to  the  payment of interest, or if such excessive, interest
exceeds  the unpaid principal balance of any Note and the amounts owing on other
obligations of the Borrower to the Agent or any Bank under any Loan Document, as
the case may be, such excess shall be refunded to the Borrower. All sums paid or
agreed  to  be  paid  to  the  Agent  or  any  Bank for the use, forbearance, or
detention of the indebtedness of the Borrower to the Agent or any Bank shall, to
the  extent  permitted by applicable law, be amortized, prorated, allocated, and
spread  throughout  the  full term of such indebtedness until payment in full of
the principal (including the period of any renewal or extension thereof) so that
the interest on account of such indebtedness shall not exceed the Highest Lawful
Rate.  Notwithstanding  anything to the contrary contained in any Loan Document,
it  is  understood  and  agreed  that  if at any time the rate of interest which
accrues  on  the  outstanding  principal  balance  of  any Note shall exceed the
Highest  Lawful  Rate,  the  rate  of  interest which accrues on the outstanding
principal  balance  of any Note shall be limited to the Highest Lawful Rate, but
any  subsequent  reductions  in  the  rate  of  interest  which  accrues  on the
outstanding  principal balance of any Note shall not reduce the rate of interest
which accrues on the outstanding principal balance of any Note below the Highest
Lawful  Rate  until  the  total  amount  of  interest accrued on the outstanding
principal  balance  of  any  Note equals the amount of interest which would have
accrued  if  such  interest  rate had at all times been in effect. The terms and
provisions  of  this  Section  10.09  shall  control  and  supersede every other
                      --------------
provision  of  all  Loan  Documents.
  (b   The  Banks  and  the  Borrower agree that (i) if Chapter 303 of the Texas
Finance  Code,  as  amended,  is  applicable to the determination of the Highest
Lawful  Rate,  the weekly ceiling computed from time to time pursuant to Section
(a)  of such Article shall apply, provided that, to the extent permitted by such
                                  --------
Article,  the  Agent  may from time to time by notice to the Borrower revise the
election  of such interest rate ceiling as such ceiling affects the then current
or  future  balances  of the Advances; and (ii) the provisions of Chapter 346 of
the  Texas  Finance  Code,  as amended, shall not apply to this Agreement or any
Note.
SECTION  X.10. Severability. In case any one or more of the provisions contained
               ------------
in  any  Loan  Document  to  which  the Borrower is a party or in any instrument
contemplated  thereby, or any application thereof, shall be invalid, illegal, or
unenforceable  in any respect, the validity, legality, and enforceability of the
remaining provisions contained therein, and any other application thereof, shall
not  in  any way be affected or impaired thereby. Each covenant contained in any
Loan  Document  to  which  the Borrower is a party shall be construed (absent an
express  contrary  provision herein) as being independent of each other covenant
contained  therein,  and compliance with any one covenant shall not (absent such
an  express  contrary provision) be deemed to excuse compliance with one or more
other  covenants.

<PAGE>
     SECTION X.11. Governing Law. This Agreement and the Notes shall be governed
                   -------------
by,  and  construed  in  accordance  with,  the  laws  of  the  State  of Texas.
SECTION  X.12. SUBMISSION TO JURISDICTION; WAIVERS. THE BORROWER IRREVOCABLY AND
               -----------------------------------
UNCONDITIONALLY:
(a     SUBMITS  FOR  ITSELF  AND  ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING
RELATING  TO  THIS  AGREEMENT  OR ANY OTHER LOAN DOCUMENT OR FOR RECOGNITION AND
ENFORCEMENT  OF  ANY  JUDGMENT  IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL
JURISDICTION  OF  THE  COURTS  OF  THE  STATE OF TEXAS, THE COURTS OF THE UNITED
STATES  OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS, AND APPELLATE COURTS FROM
ANY  THEREOF;
(b     WAIVES  ANY  OBJECTION  THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT IN HARRIS COUNTY, TEXAS, OR THAT
SUCH  PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR
CLAIM  THE  SAME;
(c     AGREES THAT SERVICE OF PROCESS IN ANY SUCH LEGAL ACTION OR PROCEEDING MAY
BE EFFECTED BY MAILING OF A COPY THEREOF (BY REGISTERED OR CERTIFIED MAIL OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL, POSTAGE PREPAID) TO ITS ADDRESS SET FORTH IN
SECTION  10.02 HEREOF OR TO SUCH OTHER ADDRESS OF WHICH THE OTHER PARTIES HERETO
SHALL  HAVE  BEEN NOTIFIED IN WRITING BY THE BORROWER PURSUANT TO SECTION 10.02.
SECTION  X.13.  Execution in Counterparts. This Agreement may be executed in any
                -------------------------
number of counterparts and by different parties hereto in separate counterparts,
each  of  which  when  so  executed shall be deemed to be an original and all of
which  taken  together  shall  constitute  one  and  the  same  agreement.
SECTION  X.14.  Liability of Borrower. With respect to the incurrence of certain
                ---------------------
liabilities  hereunder  and  the making of certain agreements by the Borrower as
herein  stated,  such  incurrence  of  liabilities  and such agreements shall be
binding  upon  the  Borrower  only as a trust formed under the Texas Real Estate
Investment  Trust  Act  pursuant  to  that certain Restated Declaration of Trust
dated  March  23,  1988  (as it is amended from time to time), and only upon the
assets of such Borrower. No Trust Manager or officer or holder of any beneficial
interest  in  the  Borrower shall have any personal liability for the payment of
any  indebtedness or other liabilities incurred by the Borrower hereunder or for
the  performance  of  any agreements made by the Borrower hereunder, nor for any
other act, omission or obligation incurred by the Borrower or the Trust Managers
except,  in  the  case  of  a  Trust Manager, any liability arising from his own
willful  misfeasance  or  malfeasance  or  gross  negligence.

<PAGE>
     SECTION  X.15.  FINAL  AGREEMENT. THIS WRITTEN AGREEMENT, THE GUARANTY, AND
                     ----------------
THE  NOTES  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.
          [REMAINDER  OF  PAGE  INTENTIONALLY  BLANK  -
     SEE  SIGNATURES  ON  FOLLOWING  PAGE]

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
Executed by their respective officers thereunto duly authorized,  as of the date
first above  written.


                                       WEINGARTEN  REALTY  INVESTORS,
                                       Borrower



                                       By:_____________________________________
                                       Name:___________________________________
                                       Title:__________________________________





                                       BANK OF AMERICA, N.A., in its individual
                                       capacity  and  as  Agent
Address:
-------
700 Louisiana, 5th  Floor
Houston, Texas 77002
Attention: Cynthia C.Sanford
                                       By:_____________________________________
                                       Name:___________________________________
Commitment:  $100,000,000              Title:__________________________________
----------