ELEVENTH  RENEWAL  AND  EXTENSION  AGREEMENT


THE  STATE  OF  TEXAS

COUNTY  OF  MONTGOMERY

     This  ELEVENTH  RENEWAL AND EXTENSION AGREEMENT (the "Eleventh Renewal") is
executed this 1st day of March, 2000 (the "Execution Date"), but effective as of
December  1,  1999,  by  and between PLAZA CONSTRUCTION, INC. ("Maker"), a Texas
corporation,  and  WEINGARTEN  REALTY  INVESTORS  ("Payee"), a Texas real estate
investment  trust.

                      W  I  T  N  E  S  S  E  T  H:
                      ----------------------------

     WHEREAS,  the  Payee  is the present legal owner and holder of that certain
Promissory  Note  dated November 29, 1982 (the "Original Note"), in the original
principal  sum of Twelve Million and No/100 Dollars ($12,000,000.00) executed by
River  Pointe  Venture I ("River Pointe"), a Texas joint venture, payable to the
order  of  Weingarten  Realty,  Inc.  ("WRI"),  a  Texas corporation, payable as
therein  provided,  which  Note  is  secured by (i) a Deed of Trust and Security
Agreement  dated  November  29, 1982 (the "Original Deed of Trust"), executed by
River Pointe to Melvin A. Dow, Trustee, filed under Clerk's File No. 8254156 and
under  Film  Code  Reference  No.  ###-##-####  in  the Real Property Records of
Montgomery  County,  Texas,  covering and affecting certain property situated in
Montgomery  County, Texas, more particularly described therein (the "Property"),
and  (ii)  any and all other liens, security instruments, and documents executed
by  River Pointe and/or Maker, securing or governing the payment of the Original
Note  including,  but not limited to, that certain Loan Agreement dated November
29,  1982  ("Original  Loan  Agreement"),  executed by WRI and River Pointe; and

     WHEREAS,  by that certain River Pointe Venture I Assignment of Interest and
Dissolution,  dated  October  16, 1987, filed on October 19, 1987, under Clerk's
File  No.  8747284,  in  the  Real Property Records of Montgomery County, Texas,
River Pointe was dissolved and Maker assumed all of the debts and obligations of
River  Pointe,  and  obtained  ownership  of  all of the assets of River Pointe,
including,  but  not  limited  to,  the  Property;  and

     WHEREAS,  on  April 5, 1988, WRI assigned and conveyed all of its property,
both  real  and  personal,  including, without limitation, the Original Note, to
Payee, as evidenced by that certain Master Deed and General Conveyance, from WRI
to  Payee,  a  counterpart of which was filed under Clerk's File No. 8815730 and
under  Film  Code  Reference  No.  ###-##-####,  in the Real Property Records of
Montgomery  County,  Texas;  and


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     WHEREAS,  by  instrument  entitled Renewal and Extension Agreement, entered
into  as of November 1, 1989 (the "First Renewal"), executed by Maker and Payee,
the  Original  Note,  Original  Deed  of Trust, Original Loan Agreement, and all
other  documents  evidencing, governing, or securing the payment of the Original
Note  were  renewed  and  extended;  and

     WHEREAS,  by  instrument  entitled  Second  Renewal and Extension Agreement
dated  March  12,  1991,  but  effective  as  of  December  1, 1990 (the "Second
Renewal"),  filed  on  March  21, 1991, under Clerk's File No. 9111519 and under
Film  Code  Reference  No.  ###-##-####  in  the Official Public Records of Real
Property  of  Montgomery  County,  Texas,  Maker  and Payee further modified and
extended the Original Note, Original Deed of Trust, Original Loan Agreement, and
all  other  documents  evidencing, governing or securing payment of the Original
Note;  and

     WHEREAS, by instrument entitled Third Renewal and Extension Agreement dated
February  28,  1992, but effective as of December 1, 1991 (the "Third Renewal"),
filed  on  May  14,  1992,  under  Clerk's File No. 9222962, and under Film Code
Reference  No.  ###-##-####  in  the Official Public Records of Real Property of
Montgomery  County,  Texas,  Maker  and  Payee further modified and extended the
Original  Note,  Original  Deed of Trust, Original Loan Agreement, and all other
documents  evidencing,  governing  or securing payment of the Original Note; and

     WHEREAS,  by  instrument  entitled  Fourth  Renewal and Extension Agreement
dated  February  19,  1993,  but  effective  as of December 1, 1992 (the "Fourth
Renewal"),  Maker  and  Payee  further  modified and extended the Original Note,
Original  Deed  of  Trust,  Original  Loan  Agreement,  and  all other documents
evidencing,  governing  or  securing  payment  of  the  Original  Note;  and

     WHEREAS, by instrument entitled Fifth Renewal and Extension Agreement dated
March 9, 1994, but effective as of December 1, 1993 (the "Fifth Renewal"), filed
on  March  18, 1994 under Clerk's File No. 9415326 and under Film Code Reference
No.  ###-##-####  in  the Official Public Records of Real Property of Montgomery
County,  Texas, Maker and Payee further modified and extended the Original Note,
Original  Deed  of  Trust,  Original  Loan  Agreement,  and  all other documents
evidencing,  governing,  or  securing  payment  of  the  Original  Note;  and

     WHEREAS, by instrument entitled Sixth Renewal and Extension Agreement dated
February  22,  1995, but effective as of December 1, 1994 (the "Sixth Renewal"),
filed  on  March  1,  1995  under  Clerk's File No. 09511049 and under Film Code
Reference  No.  046-00-0785  in  the Official Public Records of Real Property of
Montgomery  County,  Texas,  Maker  and  Payee further modified and extended the
Original  Note,  Original  Deed of Trust, Original Loan Agreement, and all other
documents  evidencing,  governing, or securing payment of the Original Note; and

     WHEREAS,  by  instrument  entitled  Seventh Renewal and Extension Agreement
dated  February 7, 1996, but effective December 1, 1995 (the "Seventh Renewal"),
filed  on  February  23, 1996 under Clerk's File No. 9611331 and under Film Code
Reference  No.  135-00-0887  in  the Official Public Records of Real Property of
Montgomery  County,  Texas,  Maker  and  Payee further modified and extended the
Original  Note,  Original  Deed of Trust, Original Loan Agreement, and all other
documents  evidencing,  governing, or securing payment of the Original Note; and


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     WHEREAS,  by  instrument  entitled  Eighth  Renewal and Extension Agreement
dated  February  21, 1997, but effective December 1, 1996 (the "Eighth Renewal")
filed  on  Nov.  5,  1997,  under  Clerk=s  File No. 9771746 and under Film Code
Reference  No.  316-00-0327,  in the Official Public Records of Real Property of
Montgomery  County,  Texas,  Maker  and  Payee further modified and extended the
Original  Note,  Original  Deed of Trust, Original Loan Agreement, and all other
documents  evidencing,  governing, or securing payment of the Original Note; and

     WHEREAS, by instrument entitled Ninth Renewal and Extension Agreement dated
December 15, 1998, but effective December 1, 1997 (the "Ninth Renewal") filed on
March  22,  1999,  under Clerk=s File No. 99021470 and under Film Code Reference
No.  509-00-0781,  in the Official Public Records of Real Property of Montgomery
County,  Texas, Maker and Payee further modified and extended the Original Note,
Original  Deed  of  Trust,  Original  Loan  Agreement,  and  all other documents
evidencing,  governing,  or  securing  payment  of  the  Original  Note;  and

     WHEREAS, by instrument entitled Tenth Renewal and Extension Agreement dated
January  7,  1999, but effective December 1, 1998 (the "Tenth Renewal") filed on
March  22,  1999,  under Clerk=s File No. 99021471 and under Film Code Reference
No.  509-00-0786,  in the Official Public Records of Real Property of Montgomery
County,  Texas, Maker and Payee further modified and extended the Original Note,
Original  Deed  of  Trust,  Original  Loan  Agreement,  and  all other documents
evidencing,  governing,  or  securing  payment  of  the  Original  Note;  and

     WHEREAS,  the  Original Note, the Original Deed of Trust, and Original Loan
Agreement,  together  with  any  and  all  other  liens,  security interests and
documents  evidencing,  securing  or  governing payment of the Original Note, as
modified  by  the  First Renewal, Second Renewal, Third Renewal, Fourth Renewal,
Fifth  Renewal,  Sixth  Renewal, Seventh Renewal, Eighth Renewal, Ninth Renewal,
and  Tenth  Renewal  are  herein  referred  to  as  the  "Note"  and  "Security
Instruments,"  respectively;  and

     WHEREAS, Maker and Payee now propose to modify the Note in certain respects
and  to  continue  the lien and priority of the Security Instruments as security
for  the  payment  of  the  Note,  as  set  forth  more  particularly  herein.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Maker and Payee hereby agree as
follows:

     1.     The  Maker  re-affirms its promise to pay to the order of the Payee,
at 2600 Citadel Plaza Drive, Suite 300, Houston, Harris County, Texas 77008, the
principal  balance  due and owing on the Note, with accrued interest thereon, as
provided  in  the  Note,  except  that  the  maturity date of the Note is hereby
amended  and extended until December 1, 2000, at which time the unpaid principal
balance of the Note, together with all accrued but unpaid interest, shall be due
and  payable.


<PAGE>
     All  liens  securing  the  Note,  including,  but  not limited to, the lien
created  by the Original Deed of Trust, are hereby renewed, extended and carried
forward  to secure payment of the Note, as hereby amended, and the Original Deed
of  Trust  is  hereby  amended  to reflect that the maturity date of the Note is
December 1, 2000.  All other Security Instruments including, but not limited to,
the Original Loan Agreement, are likewise hereby modified and amended to reflect
the  renewal and extension of the maturity date of the Note to December 1, 2000.

     2.     Maker  hereby represents and warrants to Payee that (a) Maker is the
sole legal and beneficial owner of the Property (b) Maker has the full power and
authority  to  make  the  agreements contained in this Eleventh Renewal, without
joinder  and  consent  of  any  other party; and (c) the execution, delivery and
performance  of this Eleventh Renewal will not contravene or constitute an event
which  itself  or which, with the passing of time, or giving of notice, or both,
would  constitute a default under any trust deed, deed of trust, loan agreement,
indenture  or other agreement to which Maker is a party or by which Maker or any
of  its  property  is bound.  Maker hereby agrees to indemnify and hold harmless
Payee  against any loss, claim, damage, liability or expense (including, without
limitation,  attorneys'  fees)  incurred  as  a  result of any representation or
warranty  made  by  Maker in this Section 2 proving to be untrue in any material
respect.

     3.     To  the  extent that the Note is inconsistent with the terms of this
Eleventh  Renewal,  the Note is hereby modified and amended to conform with this
Eleventh  Renewal.  Except  as  modified,  renewed and extended by this Eleventh
Renewal,  the  Note  and  the Security Instruments remain unchanged and continue
unabated and in full force and effect as the valid and binding obligation of the
Maker.

     4.     In  conjunction  with the extension, renewal and modification of the
Note  and  the  Security Instruments, Maker hereby extends and renews the liens,
security  interests,  and  assignments  created  and  granted  in  the  Security
Instruments  until the indebtedness secured thereby, as so extended, renewed and
modified,  has  been  fully  paid,  and  agrees that such extension, renewal and
modification shall in no manner affect or impair the Note, the liens or security
interests  securing  same,  and  that  said  liens,  security  interests,  and
assignments  shall  not  in  any manner be waived.  The purpose of this Eleventh
Renewal  is  simply  to  extend the time of payment of the loan evidenced by the
Note  and  any  indebtedness secured by the Security Instruments, as modified by
this  Eleventh  Renewal,  and  to carry forward all liens and security interests
securing  the  same, which are acknowledged by Maker to be valid and subsisting.

     5.     Maker  covenants and warrants that the Payee is not in default under
the  Note  or  Security  Instruments,  each as modified by this Eleventh Renewal
(collectively  referred  to  as  the  "Loan  Instruments"),  that  there  are no
defenses, counterclaims or offsets to such Loan Instruments; and that all of the
provisions  of  the  Loan  Instruments, as amended hereby, are in full force and
effect.

     6.     Maker  agrees  to  pay  all  costs  incurred  in connection with the
execution  and  consummation of this Eleventh Renewal, including but not limited
to,  all recording costs, the premium for an endorsement to the Mortgagee Policy
of  Title  Insurance  insuring the validity and priority of the Original Deed of
Trust,  in  form  satisfactory to Payee, and the reasonable fees and expenses of
Payee's  counsel.

<PAGE>
     7.     If any covenant, condition, or provision herein contained is held to
be  invalid  by  final  judgment  of  any  court  of competent jurisdiction, the
invalidity of such covenant, condition, or provision shall not in any way affect
any  other  covenant,  condition,  or  provision  herein  contained.

     8.     Payee  is  an  unincorporated  trust  organized under the Texas Real
Estate  Investment  Trust Act.  Neither the shareholders of Payee, nor its Trust
Managers, officers, employees, or other agents shall be personally, corporately,
or  individually  liable, in any manner whatsoever, for any debt, act, omission,
or  obligation  of  Payee,  and all persons having claims of any kind whatsoever
against  Payee shall look solely to the property of Payee for the enforcement of
their  rights  (whether  monetary  or  non-monetary)  against  Payee.

     EXECUTED  this  day  and  year  first  above written, but effective for all
purposes  as  of  December  1,  1999.

                              PLAZA  CONSTRUCTION,  INC.,  a  Texas  corporation


                              By:_______________________________________________
                                    Martin  Debrovner,  Vice  President
                                                                         "MAKER"



                              WEINGARTEN REALTY INVESTORS,  a  Texas real estate
                              investment trust


                              By:_______________________________________________
                                  Bill Robertson, Jr.,  Executive Vice President
                                                                         "PAYEE"



THE  STATE  OF  TEXAS

COUNTY  OF  MONTGOMERY

     This  instrument  was  acknowledged  before  me  on  this  ______  day  of
____________,  2000,  by Martin Debrovner, Vice President of PLAZA CONSTRUCTION,
INC.,  a  Texas  corporation,  on  behalf  of  said  corporation.


                                              _________________________________
                                              Notary  Public,  State  of  Texas


<PAGE>

THE  STATE  OF  TEXAS

COUNTY  OF  MONTGOMERY

     This  instrument  was  acknowledged  before  me  on  this  ______  day  of
______________,  2000,  by  Bill  Robertson,  Jr.,  Executive  Vice President of
WEINGARTEN  REALTY INVESTORS, a Texas real estate investment trust, on behalf of
said  real  estate  investment  trust.


                                              _________________________________
                                              Notary  Public,  State  of  Texas