The 150-acre development, which will sit at the junction ofTexas 288 and Beltway 8, will provide more than standard retailfare. "WaterLights will be upscale boutiques, most of them notaffiliated with chains," says David Goswick, executive director ofHistoric Real Estate Inc. of Houston. "Pearland Town Center justopened up and that has all the retailers you'd normally find at atraditional mall. We're not trying to copy that."

Goswick will be discussing the WaterLights District plan thisafternoon at Cityscape USA inNew York City as part of a discussion about US investmentopportunities. He says WaterLights District's second phase willoverlap phase one, with both being built on about 60 acres. Goswicksays phase two, which will be heavily weighted with residentialunits, will begin in approximately 18 months. "We're permitted for1,400 residential units on the 60 acres," he adds. The plan alsocalls for 700 hotel rooms targeting the Texas Medical Center.

Phase three will consist of NanoWorld Headquarters, ananotechnology research center affiliated with Rice University ofHouston, and a 7,500-seat WaterLights arena. Both projects will bebuilt on 70 acres. The remaining 20 acres on the project's southernedge is "flex space," as Goswick puts it.