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                                                                    EXHIBIT 3.4




                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                   CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV


         The undersigned, desiring to form a limited partnership pursuant to
the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter
17, do hereby certify as follows:

         I.      The name of the limited partnership is Captec Franchise
Capital Partners L.P. IV (the "Partnership").

         II.     The address of the Partnership's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, 19801.  The name of the Partnership's
registered agent for service of process in the State of Delaware at such
address is The Corporation Trust Company.

         III.    The name and mailing address of each general partner is as
follows:



                 Name                                               Address
                 ----                                               -------
                                                                 
                 Captec Franchise Capital Corporation IV            24 Frank Lloyd Wright Drive
                                                                    P.O. Box 544
                                                                    Ann Arbor, MI 48106-0544

                 Patrick L. Beach                                   24 Frank Lloyd Wright Drive
                                                                    P.O. Box 544
                                                                    Ann Arbor, MI 48106-0544



         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Limited Partnership of Captec Franchise Capital Partners L.P. IV as of July 23,
1996.



                                        /s/ Patrick L. Beach 
                                        ------------------------------------
                                        PATRICK L. BEACH, General Partner


                                        CAPTEC FRANCHISE CAPITAL 
                                        CORPORATION IV, 
                                        General Partner


                                        By:  /s/ Patrick L. Beach
                                            --------------------------------
                                            Patrick L. Beach, President