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                                                                    EXHIBIT 10.4
                              BROKERAGE AGREEMENT
                                    BETWEEN
                        INCOME OPPORTUNITY REALTY TRUST
                                      AND
                              CARMEL REALTY, INC.

     THIS BROKERAGE AGREEMENT dated as of February 11, 1996, between Income
Opportunity Realty Trust, a California business trust (the "Trust"), and Carmel
Realty, Inc. (the "Broker"), a Texas corporation.

                                  WITNESSETH:

     WHEREAS:

         1.      The Trust owns a diversified portfolio of real estate which
includes properties which by reason of their size, location and quality,
require special efforts to sell and the Trust desires to sell certain of such
property from time to time.

         2.      The Broker and its principal officers have extensive
experience in the sale of real estate assets.

         3.      The Broker is duly registered as a real estate broker, and is
duly qualified to procure the listing of real estate for sale, lease or rental,
and prospective purchasers, lessees, and renters therefor, and has the good
will of, and a reputation for dealing with, the public, and also maintains an
office, properly equipped and staffed, suitable to serving as a real estate
broker.

         4.      In consideration for the non-exclusive opportunity offered
hereby, the Broker is willing to make an effort to sell any of the Trust's
properties, regardless of the size, quality or location of such properties.





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         NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties agree as follows:

         1.      PROPERTY SALES.  The Trust shall make available to the Broker
on a non-exclusive basis information on real estate assets the Trust desires to
sell and Broker shall work diligently and with its best efforts to sell such
real estate.

         2.      NO PARTNERSHIP OR JOINT VENTURE.  The Trust and the Broker are
not partners or joint venturers with each other, and nothing herein shall be
construed so as to make them such partners or joint venturers or impose any
liability as such on either of them.

         3.      INDEPENDENT CONTRACTOR.  The Broker will be performing
professional services for the Trust as an independent contractor and the Broker
will not be subject to the will and control of the Trust nor will the Trust
have the right to control either the method and the result of the services so
performed.  The Trust will not be held responsible for the collection and
payment of taxes or contributions of any nature on behalf of the Broker
including, but not by way of limitation, contributions on behalf of the Broker
for Federal Social Security (F.I.C.A.) for Federal and State  Unemployment
Compensation, for State Workman's Compensation Insurance, for State Real Estate
Commission Registration, for State, County and Municipal Occupational Licensing
or for insurance, annuity, or retirement program in which the Broker may
participate.

         4.      BROKERAGE SERVICES.  The Broker will perform professional
services as a Registered Real Estate Broker, and the Broker will devote
sufficient time and services on behalf of the Trust to accomplish the





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mutual purposes of the parties.

         5.      HOLD HARMLESS.  The Broker will hold the Trust harmless
against all suits, claims, and obligations which the Broker may incur in
performing services as an independent contractor, and the Broker shall have no
right to bind, contract, or obligate the Trust in the performance of services.

         6.      LEGAL COMPLIANCE.  It is understood that the Broker will abide
by all laws, ethical practices and regulations promulgated by the applicable
state real estate commissions or other regulatory bodies.

         7.      REAL ESTATE SALES COMMISSION. For the sale of each property,
the Broker is to receive a real estate sales commission in accordance with the
fee schedule attached as Exhibit A to this Agreement.

         8.      EXPENSES OF THE BROKER. Without regard to the amount of
compensation received hereunder by the Broker, the Broker shall bear the
following expenses:

                 (a)      employment expenses of the personnel employed by the
Broker, including, but not limited to, fees, salaries, wages, payroll taxes,
travel expenses, and the cost of employee benefit plans and temporary help
expenses;

                 (b)      rent, telephone, utilities, office furniture and
furnishings, and other office expenses of the Broker; and

                 (c)      miscellaneous administrative expenses relating to
performance by the Broker of its functions hereunder.

         9.      OTHER ACTIVITIES OF BROKER. Nothing herein contained shall
prevent the Broker or any of its officers, directors, or employees or any of
its affiliates from engaging in other business activities related to real
estate investments or from acting as broker to any other person or entity
(including another real estate investment trust), even though





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having investment policies similar to the Trust, and the Broker and its
officers, directors, or employees.

         10.     TERM; TERMINATION OF AGREEMENT. This Agreement shall continue
in force for a period of twelve months, and thereafter it may be renewed from
year to year, subject to the approval of a majority of the Trustees of the
Trust who are not affiliated with the Broker. Notice of renewal shall be given
in writing by the Trustees to the Broker not less than 60 days before the
expiration of this Agreement or of any extension thereof. Notwithstanding any
other provision to the contrary, this Agreement may be terminated for any
reason without penalty upon written notice by the Trust to the Broker or
written notice by the Broker to the Trust, in the former case by the vote of a
majority of the Trustees who are not affiliates of the Broker.

         11.     AMENDMENTS. This Agreement shall not be changed, modified,
terminated or discharged in whole or in part except by an instrument in writing
signed by both parties hereto, or their respective successors or assigns, or
otherwise as provided herein.

         12.     ASSIGNMENT. This Agreement shall not be assigned by the Broker
without the prior consent of the Trust.  The Trust may terminate this Agreement
in the event of its assignment by the Broker without the prior consent of the
Trust.  Such an assignment or any other assignment of this Agreement shall bind
the assignee hereunder in the same manner as the Broker is bound hereunder.
This Agreement shall not be assignable by the Trust without the consent of the
Broker, except in the case of assignment by the Trust to a corporation,
association, trust, or other organization that is a successor to the Trust.
Such successor shall be bound hereunder and by the terms of said assignment in
the same manner





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as the Trust is bound hereunder.

         13.     DEFAULT, BANKRUPTCY, ETC.  At the option solely of the
Trustees, this Agreement shall be and become terminated immediately upon
written notice of termination from the Trustees to the Broker if any of the
following events shall occur:

                 (a)      If the Broker shall violate any provision of this
Agreement, and after notice of such violation shall not cure such default
within 30 days; or

                 (b)      If the Broker shall be adjudged bankrupt or insolvent
by a court of competent jurisdiction, or an order shall be made by a court of
competent jurisdiction for the appointment of a receiver, liquidator, or
trustee of the Broker or of all or substantially all of its property by reason
of the foregoing, or approving any petition filed against the Broker for its
reorganization, and such adjudication or order shall remain in force or
unstayed for a period of 30 days; or

                 (c)      If the Broker shall institute proceedings for
voluntary bankruptcy or shall file a petition seeking reorganization under the
Federal bankruptcy laws, or for relief under any law for the relief of debtors,
or shall consent to the appointment of a receiver of itself or of all or
substantially all its property, or shall make a general assignment for the
benefit of its creditors, or shall admit in writing its inability to pay its
debts generally, as they become due.

         The Broker agrees that if any of the events specified in subsections
(b) and (c) of this Section shall occur, it will give written notice thereof to
the Trustees within seven days after the occurrence of such event.

         14.     ACTION UPON TERMINATION. From and after the effective date of
termination of this Agreement, pursuant to Sections 12, 14 or 15 hereof,





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the Broker shall not be entitled to compensation for further services hereunder
but shall be paid all compensation earned to the date of termination.

         15.     MISCELLANEOUS. The Broker assumes no responsibility under this
Agreement other than to render the services called for hereunder in good faith,
and shall not be responsible for any action of the Trust in following or
declining to follow any advice or recommendations of the Broker. Neither the
Broker nor any of its shareholders, directors, officers, or employees shall be
liable to the Trust, the Trustees, the holders of securities of the Trust or to
any successor or assign of the Trust except by reason of acts constituting bad
faith, willful misfeasance, gross negligence, or reckless disregard of their
duties.

         16.     NOTICES. Any notice, report, or other communication required
or permitted to be given hereunder shall be in writing unless some other method
of giving such notice, report, or other communication is accepted by the party
to whom it is given, and shall be given by being delivered at the following
addresses of the parties hereto:

The Trust:

    Income Opportunity Realty Trust
    10670 North Central Expressway
    Suite 600
    Dallas, Texas 75231
    Attention: President

The Broker:

    Carmel Realty, Inc.
    10670 North Central Expressway
    Suite 640
    Dallas, Texas 75231
    Attention: Chief Executive Officer

         Either party may at any time give notice in writing to the other party
of a change of its address for the purpose of this Section.

         17.     HEADINGS. The section headings hereof have been inserted for





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convenience of reference only and shall not be construed to affect the meaning,
construction, or effect of this Agreement.

         18.     GOVERNING LAW. This Agreement has been prepared, negotiated
and executed in the State of Texas. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of Texas
applicable to agreements made and to be performed entirely in the State of
Texas.

         19.     EXECUTION. This instrument is executed and made on behalf of
the Trust by an officer of the Trust, not individually but solely as an
officer, and the obligations under this Agreement are not binding upon, nor
shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees, or agents of the Trust personally, but bind
only the Trust property.

         IN WITNESS WHEREOF, INCOME OPPORTUNITY REALTY TRUST and CARMEL REALTY,
INC., by their duly authorized officers, have signed these presents all as of
the day and year first above written.

                                        INCOME OPPORTUNITY REALTY TRUST
                                        
                                        By: /s/ Randall M. Paulson  
                                            ---------------------------------
                                            Randall M. Paulson
                                            President
                                        
                                        CARMEL REALTY, INC.
                                        
                                        
                                        By: /s/ Bruce A. Endendyk   
                                            ---------------------------------
                                            Bruce A. Endendyk
                                            President





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