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                                                                       EXH. 10.4

                                                         (________________HOTEL)

                               AMENDMENT OF LEASE

THIS AMENDMENT (this "AMENDMENT") is made as of the 1st day of June, 2002, by
and between SLT REALTY LIMITED PARTNERSHIP, a Delaware limited partnership as
lessor ("LESSOR"), AND STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland
corporation, as Lessee ("LESSEE").

                                   WITNESSETH

WHEREAS, Lessor and Lessee are parties to that certain lease agreement dated as
of ________, 199_ concerning premises commonly known as the ________________
Hotel, _____________________________(the "LEASE"), the lessee's interest in
which was assigned to Lessee on December 31, 1998; and

WHEREAS, Lessor and Lessee desire to extend and amend the Lease on the terms and
conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Lessor and Lessee hereby agree as follows:

      1. Unless otherwise defined herein, capitalized words and phrases defined
in the Lease shall have the same definitions when used herein.

      2. The expiration date of the Lease is extended to May 31, 2007.

      3. Effective from and after June 1, 2002, the Basic Rent under Section
IV.1(a)(i) of the Lease shall be $___________ per month.

      4. Effective from and after June 1, 2002, the first sentence of Section
IV.1(a)(ii) of the Lease is amended to read as follows:

            "(ii) For each Lease Year or portion thereof, a percentage rent,
                  cumulated and adjusted monthly (the "Percentage Rent"), equal
                  to the sum of percent (__%) of Lessee's "Gross Receipts" (as
                  hereinafter defined) from the operation of Lessee's business
                  in the hotel portion of the Premises (the "Rooms Percentage")
                  during such Lease Year, plus Five percent (5%) of the "Gross
                  Sales" (as hereinafter defined) of the business in the
                  restaurant and lounge portions of the Premises during such
                  Lease Year. Said sums shall be payable within 30 days after
                  the end of each calendar month of such Lease Year and shall be
                  accompanied by a detailed statement (certified by the chief
                  accounting officer of Lessee) of Gross Receipts and Gross
                  Sales. Lessee shall be

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                  entitled to a deduction, from the Percentage Rent payable in
                  each monthly period, of all Basic Rent actually paid with
                  respect to such monthly period."

5. Lessor and Lessee shall each have the right to initiate a renegotiation of
the Basic Rent and Percentage Rent any time on or after June 1, 2003 if such
party's revised projections for the Hotel vary significantly from its current
projections on which it agreed to the rents stated in paragraphs 3 and 4 above.
Each party agrees to make and/or consider such requests in good faith; provided,
that if a party requests a renegotiation of the rents and the parties are unable
to agree on revised terms, the sole right of the requesting party shall be to
terminate the Lease on at least 90 days notice to the other party.

      5. Lessee's address for notices under Section XVII.2 of the Lease is
amended to read as follows:

         Starwood Hotels & Resorts Worldwide, Inc.
         1111 Westchester Avenue
         White Plains, New York  10604-3500
         Attn:  General Counsel

      6. Except as amended hereby all terms and conditions of the Lease remain
unmodified and in full force and effect.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the
date first set forth above.

LESSOR:                                         LESSEE:

SLT REALTY LIMITED PARTNERSHIP,                 STARWOOD HOTELS & RESORTS
a Delaware limited partnership,                 WORLDWIDE, INC.,
By:  Starwood Hotels & Resorts,                 a Maryland corporation
     a Maryland real estate investment trust
Its: General Partner

     By: /s/ Alan Schnaid                       By: /s/ Jeff Drew
         _________________________                  _________________________
     Name:  Alan Schnaid                        Name:  Jeff Drew
     Title: Vice President                      Title: Senior Vice President

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