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                                                                   EXHIBIT 10.2


                             FORBEARANCE AGREEMENT

                 FRED C. SANDS, an individual having an address at 1611 San
Vincente Boulevard, Los Angeles, California 90049 ("Maker"), and SACRAMENTO
HOTEL PARTNERS, L.P. (formerly known as Western Host Sacramento Partners), a
California limited partnership having an address at 5525 Oakdale Avenue, suite
310, Woodland Hills, CA 91364 ("Payee"), hereby agree as follows with respect
to the Promissory Note dated April 19, 1990 (the "Note") made by Maker in favor
of Payee in the principal amount of $3,100,000 (the "Principal"):

                 1.       Maker and Payee agree that Maker has failed to pay
interest from and  after April 1, 1995 at the rate of Ten Percent (10%) per
annum, as specified in the Note (the "Interest"), and instead has continued to
pay interest at the rate of Eight Percent (8%) per annum (the "Default").

                 2.       Payee hereby agrees to forebear during the
"Forbearance Period" from enforcing its right to declare the Principal to all
be due and payable, as a result of the Default, on the condition that:

                          (a)     Eighty Percent (80%) of the Interest accruing
         from and after April 1, 1995 (i.e. interest accruing at the rate of
         8%) be due and payable commencing on May 1, 1995 and on the first day
         of each succeeding calendar month until all of the Principal is paid;
         and

                          (b)     Payment of the remaining Twenty Percent (20%)
         of Interest accruing from and after April 1, 1995 be deferred and be
         payable, together with interest on each installment of deferred
         Interest from the date on which such installment would otherwise have
         been payable and until actually paid, at the rate of Ten Percent (10%)
         per annum, on April 1, 1997.  Thus, if all amounts payable under this
         Paragraph 2(b) are paid on April 1, 1997, such amount will be
         $137,781.17;

and Maker hereby agrees to make such payments on such terms.

                 3.       The "Forbearance Period" shall mean the period
commencing on the date hereof and ending on the earlier of (i) April 1, 1997,
or (ii) the occurrence of any default under the Note other than the Default.
Payee is not waiving any of its rights or remedies arising as a result of any
other such default.

                 4.       Maker confirms that the Note is in full force and
effect and is enforceable against Maker in accordance with its terms and that
the Principal amount outstanding on the date hereof is $3,100,000.  This
Forbearance Agreement supersedes all prior discussions and agreements between
Maker and Payee with respect to the modification of the terms of the Notes,
including without limitation the letter agreement dated April 26, 1995 between
Maker and Western Capital Resources and the schedule attached thereto.

Date:  April 30, 1995

SACRAMENTO HOTEL PARTNERS, L.P.


                                                
    JOHN F. ROTHMAN                                     FRED SANDS                 
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John F. Rothman, General Partner                   Fred Sands