EXHIBIT 10.4
















         Exhibit 10.4 is not filed herewith since it is substantially  identical
in all material  respects with the document filed as Exhibit 10.1. The following
list sets forth the material details in which the document  described as Exhibit
10.4 differs from the document filed as Exhibit 10.1:

         1.  The Premises  covered are the Homewood  Suites at 4705 Old Sheppard
             Place, Plano, Texas.

         2.  Exhibit A is as set forth on the following page.





                                    EXHIBIT A
                              (North Dallas-Plano)

BEING a tract of land out of the DENTON DARBY  SURVEY.  Abstract No. 250, in the
City of Plano, Collin County,  Texas and being all of LOT 1, BLOCK A of HOMEWOOD
SUITES at PRESTON PARK SOUTH,  an addition to the City of Plano,  Collin County,
Texas  according to the final plat  thereof  recorded in Cabinet J. Slide 743 of
the Map Records of Collin County, Texas and being more particularly described as
follows:

BEGINNING  at a 5/8"  iron  rod  found  in the  north  right-of-way  line of Old
Sheppard Place  (85(degree)  ROW), from which a 5/8" iron rod found for the west
corner of the corner slip at the intersection of said north right-of-way line of
Old  Sheppard  Place  with the west  right-of-way  line of  Preston  Park  Court
(80(degree) ROW) bears South 89(degree) 43' 25" East, a distance of 255.81 feet;

THENCE with the said north  right-of-way  line, North 89(degree) 43' 25" West, a
distance of 293.00 feet to an aluminum  disk found in concrete for the southeast
corner of THE COURTYARD AT PRESTON PARK an addition to the City of Plano,  Texas
according  to the plat  thereof  recorded  in  Cabinet  F,  Slide 153 of the Map
Records of Collin County, Texas;

THENCE leaving the north  right-of-way  line of Old Sheppard Place with the east
line of said THE COURTYARD AT PRESTON PARK, the following  courses and distances
to wit:

         North 00(degree) 16' 28" East, a distance of 259.96 feet to a 1/2" iron
         rod found for corner;

         South 89(degree) 43' 32" East, a distance of 30.00 feet to a cross mark
         found in concrete for the beginning of a non-tangent curve to the left,
         having a central  angle of  73(degree)  45' 48", a radius of 68.02 feet
         and a chord  bearing  and  distance of North  15(degree)  50' 51" West,
         81.65 feet;

         Northwesterly  with the said curve,  an arc distance of 87.57 feet to a
         cross mark found in concrete for the  beginning  of a reverse  curve to
         the right,  having a central angle of  73(degree)  45' 14", a radius of
         68.02 feet and a chord bearing and distance of North 15(degree) 51' 08"
         West, 81.64 feet;

         Northerly  with said  curve,  an arc  distance of 87.56 feet to a cross
         mark found in concrete for corner;

         North 21(degree) 01' 30" East, a distance of 39.99 feet to a cross mark
         set in  concrete in the  southerly  right-of-way  line of Preston  Park
         Boulevard (a variable width ROW):

THENCE with the said southerly right-of-way line of Preston Park Boulevard,  the
following courses and distances to wit:

         South 68(degree) 58' 19" East, a distance of 275.15 feet to a 1/2" iron
         rod found for the  beginning of a tangent  curve to the left,  having a
         central  angle of  04(degree)  56' 56",  a radius of 450.00  feet and a
         chord  bearing and  distance of South  71(degree)  26' 47" East,  38.86
         feet;

         Easterly  with the said  curve,  an arc  distance  of 38.67  feet to an
         aluminum disc found in concrete for corner;

THENCE leaving the southerly right-of-way line of Preston Park Boulevard,  South
00(degree) 16' 35" West, a distance of 344.54 feet to the POINT OF BEGINNING and
containing 2.6601 acre of land.

Bearing  system  based on the plat  recorded  in Cabinet C. Slide 731 of the Map
Records of Collin County, Texas.