CHANGE IN CONTROL AGREEMENT


          This  Agreement  entered into as of the 24th_ day of May, 1999, by and
between Homestead Village Incorporated,  a Maryland corporation (the "Company"),
and James C. Potts (the "Executive").

         WHEREAS,  the Company  wishes to assure itself of the continuity of the
Executive's  services  in the  event of any  actual  change  in  control  of the
Company; and

         WHEREAS, the Company and the Executive accordingly desire to enter into
this Agreement on the terms and conditions set forth below;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
set forth herein, it is hereby agreed by and between the parties as follows:

1. Term of Agreement.  The "Term" of this  Agreement  shall commence on the date
hereof and shall continue through December 31, 2001; provided,  however, that on
such date and on each December 31 thereafter,  the Term of this Agreement  shall
automatically  be extended for one  additional  year unless,  not later than the
preceding  January 1 either  party shall have given  notice that such party does
not wish to extend the Term; and provided,  further, that if a Change in Control
(as defined in paragraph 3 below) shall have occurred during the original or any
extended Term of this Agreement, the Term of this Agreement shall continue for a
period of  twenty-four  calendar  months beyond the calendar month in which such
Change in Control occurs.

2.  Employment  After a Change in Control.  If the Executive is in the employ of
the Company on the date of a Change in Control,  the  Company  hereby  agrees to
continue the  Executive in its employ for the period  commencing  on the date of
the Change in Control and ending on the last day of the Term of this  Agreement.
During the period of employment  described in the  foregoing  provisions of this
paragraph 2 (the  "Employment  Period"),  the Executive shall hold such position
with the Company and exercise such authority and perform such  executive  duties
as  are  commensurate  with  the  Executive's  position,  authority  and  duties
immediately prior to the Change in Control. The Executive agrees that during the
Employment  Period the Executive shall devote full business time  exclusively to
the executive  duties  described  herein and perform such duties  faithfully and
efficiently; provided, however, that nothing in this Agreement shall prevent the
Executive  from  voluntarily  resigning  from  employment  upon 60 days' written
notice to the Company under  circumstances which do not constitute a Termination
(as defined below in paragraph 5).

3. Change in Control.  For purposes of the Plan, a "Change in Control" means the
happening of any of the following:

a.   the stockholders of the Company approve a definitive agreement to merge the
     Company  into or  consolidate  the Company  with  another  entity,  sell or
     otherwise dispose of all or substantially all of its assets or adopt a plan
     of liquidation,  provided,  however,  that a Change in Control shall not be
     deemed to have  occurred  by reason of a  transaction,  or a  substantially
     concurrent or otherwise related series of transactions, upon the completion
     of which 50% or more of the beneficial ownership of the voting power of the
     Company,  the surviving  corporation or corporation  directly or indirectly
     controlling the Company or the surviving  corporation,  as the case may be,
     is held by the same persons (as defined below) (although not necessarily in
     the same  proportion) as held the beneficial  ownership of the voting power
     of the Company  immediately  prior to the transaction or the  substantially
     concurrent or otherwise  related series of  transactions,  except that upon
     the completion thereof,  employees or employee benefit plans of the Company
     may be a new holder of such beneficial ownership; provided, further, that a
     transaction  with  an  "Affiliate"  of  the  Company  (as  defined  in  the
     Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall not
     be treated as a Change in Control; or

b.   the  "beneficial  ownership"  (as defined in Rule 13d-3 under the  Exchange
     Act) of securities representing 50% or more of the combined voting power of
     the Company is acquired,  other than from the  Company,  by any "person" as
     defined in Sections  13(d) and 14(d) of the  Exchange Act (other than by an
     Affiliate or any trustee or other  fiduciary  holding  securities  under an
     employee benefit or other similar stock plan of the Company); or

c.   at any time during any period of two consecutive years,  individuals who at
     the  beginning of such period were members of the Board of Directors of the
     Company  cease for any reason to  constitute  at least a  majority  thereof
     (unless the  election,  or the  nomination  for  election by the  Company's
     stockholders,  of each  new  Director  was  approved  by a vote of at least
     two-thirds of the Directors still in office at the time of such election or
     nomination who were Directors at the beginning of such period).


<PAGE>

4. Compensation During the Employment Period.  During the Employment Period, the
Executive shall be compensated as follows:

a.   the  Executive  shall  receive an annual  salary which is not less than his
     annual  salary  immediately  prior to the  Employment  Period  and shall be
     eligible to receive an increase in annual  salary  which is not  materially
     less  favorable to the Executive  than  increases in salary  granted by the
     Company for executives with comparable duties;

b.   the Executive  shall be eligible to participate in short-term and long-term
     cash-based  incentive  compensation plans which, in the aggregate,  provide
     bonus  opportunities  which  are  not  materially  less  favorable  to  the
     Executive than the greater of (i) the opportunities provided by the Company
     for executives with comparable duties; and (ii) the opportunities  provided
     to  the  Executive  under  all  such  plans  in  which  the  Executive  was
     participating prior to the Employment Period;

c.   the Executive shall be eligible to participate in stock option, performance
     awards,  restricted  stock and other  equity-based  incentive  compensation
     plans on a basis not  materially  less favorable to the Executive than that
     applicable (i) to the Executive  immediately prior to the Employment Period
     or (ii) to other executives of the Company with comparable duties; and

d.   the Executive shall be eligible to receive  employee  benefits  (including,
     but not limited to,  tax-qualified and nonqualified  savings plan benefits,
     medical insurance,  disability income  protection,  life insurance coverage
     and death benefits) and perquisites which are not materially less favorable
     to the Executive than (i) the employee benefits and perquisites provided by
     the  Company to  executives  with  comparable  duties or (ii) the  employee
     benefits and perquisites to which the Executive would be entitled under the
     Company's  employee benefit plans and perquisites as in effect  immediately
     prior to the Employment Period.

5. Termination.  For purposes of this Agreement,  the term  "Termination"  shall
mean termination of the employment of the Executive during the Employment Period
(i) by the  Company,  for any reason  other than death,  Disability  (as defined
below),  or Cause (as described  below), or (ii) by resignation of the Executive
upon the occurrence of one of the following events:

a.   a significant change in the nature or scope of the Executive's  authorities
     or duties from those described in paragraph 2 above, a breach of any of the
     subparagraphs  of  paragraph  4 above,  or the breach by the Company of any
     other provision of this Agreement;

b.   the  relocation  of the  Executive's  office to a location  more than fifty
     miles from the location of the Executive's  office immediately prior to the
     Employment Period;

c.   a reasonable  determination  by the Executive that, as a result of a Change
     in Control and a change in circumstances thereafter significantly affecting
     the  nature and scope of  Executive's  authorities  and  duties  from those
     described  in  paragraph 2 above,  the  Executive is unable to exercise the
     authorities,  powers,  functions or duties  associated with the Executive's
     position as contemplated by paragraph 2 above; or

d.   the  failure of the  Company to obtain a  satisfactory  agreement  from any
     successor to assume and agree to perform this Agreement as  contemplated in
     paragraph 18 below.

The date of the Executive's Termination under this paragraph 5 shall be the date
specified  by the  Executive  or the  Company,  as the case may be, in a written
notice to the other party complying with the requirements of paragraph 14 below.
For purposes of this  Agreement,  the  Executive  shall be  considered to have a
"Disability"  during the period in which the Executive is unable, by reason of a
medically determinable physical or mental impairment,  to engage in the material
and substantial duties of his regular occupation, which condition is expected to
be permanent.  For purposes of this  Agreement,  the term "Cause" means,  in the
reasonable  judgment of the Board of Directors  of the Company,  (i) the willful
and continued failure by the Executive to substantially  perform the Executive's
duties with the Company  after  written  notification  by the Company,  (ii) the
willful engaging by the Executive in conduct which is demonstrably  injurious to
the Company,  monetarily or otherwise, or (iii) the engaging by the Executive in
egregious  misconduct  involving  serious moral turpitude.  For purposes of this
Agreement,  no act, or failure to act, on the  Executive's  part shall be deemed
"willful" unless done, or omitted to be done, by the Executive not in good faith
and without  reasonable  belief that such action was in the best interest of the
Company.

6. Severance  Payments.  Subject to the provisions of paragraph 10 below, in the
event of a  Termination  described in  paragraph 5 above,  in lieu of the amount
otherwise  payable  under  paragraph 4 above,  the Executive  shall  continue to
receive medical insurance, disability income protection, life insurance coverage
and death benefits and  perquisites in accordance with  subparagraph  4(d) above
for a period  of  twelve  months  after  the date of  Termination,  and shall be
entitled to a lump sum payment in cash no later than ten business days after the
date of Termination equal to the sum of:


<PAGE>

     a.   the Executive's  unpaid salary,  accrued vacation pay and unreimbursed
          business expenses through and including the date of Termination;

     b.   an amount  equal to two times the  Executive's  annual  salary rate in
          effect immediately prior to the date of Termination;

     c.   an amount equal to two times the target bonus award for the  Executive
          for the year of Termination;

     d.   an amount equal to the assigned target bonus for the Executive for the
          year of Termination prorated through the date of Termination.

7. Make-Whole Payments. Subject to the last three sentences of this paragraph 7,
if any payment or benefit to which the Executive is entitled, whether under this
Agreement  or  otherwise,  in  connection  with  a  Change  in  Control  or  the
Executive's  termination of employment (a "Payment") is subject to any tax under
section 4999 of the Internal  Revenue Code of 1986, as amended (the "Code"),  or
any similar federal or state law (an "Excise Tax"), the Company shall pay to the
Executive an additional  amount (the "Make-Whole  Amount") which is equal to (i)
the amount of the Excise Tax,  plus (ii) the  aggregate  amount of any interest,
penalties,  fines or additions to any tax which are imposed in  connection  with
the  imposition  of such  Excise Tax,  plus (iii) all  income,  excise and other
applicable  taxes imposed on the Executive under the laws of any Federal,  state
or local government or taxing authority by reason of the payments required under
clause (i) and clause (ii) and this clause (iii).  Such  Make-Whole  Amount will
not be paid to the  Executive  if the Payment is less than 10 percent  above the
maximum amount that may be paid without  incurring Excise Tax. In the event that
the  Payment  is  greater  than the  maximum  amount  that  may be paid  without
incurring  Excise Tax, but less than 10 percent greater than the maximum amount,
then the Payments shall be capped at the maximum amount that may be paid without
incurring  Excise Tax. In such event,  the cash severance  payments  provided in
paragraph 6 above  and/or the  outplacement  services  provided  in  paragraph 8
below, at the Executive's election,  shall be reduced to a level that results in
the total  Payment  being equal to the maximum  amount that may be paid  without
incurring Excise Tax.

a.   For purposes of determining the Make-Whole  Amount,  the Executive shall be
     deemed to be taxed at the highest marginal rate under all applicable local,
     state,  federal  and  foreign  income  tax laws  for the year in which  the
     Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an
     Excise Tax shall be paid by the Company  coincident  with the Payment  with
     respect to which such Excise Tax relates.

b.   All  calculations  under this  paragraph 7 shall be made  initially  by the
     Company and the Company shall provide  prompt written notice thereof to the
     Executive  to enable  the  Executive  to  timely  file all  applicable  tax
     returns.  Upon  request of the  Executive,  the Company  shall  provide the
     Executive with sufficient tax and compensation data to enable the Executive
     or his tax advisor to  independently  make the  calculations  described  in
     subparagraph  (a) above and the Company  shall  reimburse the Executive for
     reasonable fees and expenses incurred for any such verification.

c.   If the Executive  gives  written  notice to the Company of any objection to
     the results of the Company's calculations within 60 days of the Executive's
     receipt of written  notice  thereof,  the  dispute  shall be  referred  for
     determination  to tax counsel  selected by the independent  auditors of the
     Company  ("Tax  Counsel").  The Company shall pay all  reasonable  fees and
     expenses of such Tax Counsel.  Pending such  determination  by Tax Counsel,
     the Company shall pay the Executive the Make-Whole  Amount as determined by
     it in good faith. The Company shall pay the Executive any additional amount
     determined by Tax Counsel to be due under this  paragraph 7 (together  with
     interest  thereon at a rate equal to 120% of the  Federal  short-term  rate
     determined   under  section  1274(d)  of  the  Code)  promptly  after  such
     determination.


<PAGE>

d.   The  determination  by Tax Counsel shall be conclusive and binding upon all
     parties  unless  the  Internal  Revenue  Service,   a  court  of  competent
     jurisdiction,  or such other duly empowered  governmental body or agency (a
     "Tax  Authority")  determines  that the Executive  owes a greater or lesser
     amount of Excise Tax with respect to any Payment than the amount determined
     by Tax Counsel.

e.   If a  Taxing  Authority  makes a claim  against  the  Executive  which,  if
     successful,  would  require  the  Company  to  make a  payment  under  this
     paragraph  7, the  Executive  agrees to  contest  the claim,  with  counsel
     reasonably  satisfactory to the Company,  on request of the Company subject
     to the following conditions:

          (i)  The  Executive  shall notify the Company of any such claim within
               10 days of becoming aware thereof.  In the event that the Company
               desires the claim to be contested,  it shall  promptly (but in no
               event more than 30 days after the notice  from the  Executive  or
               such  shorter  time  as the  Taxing  Authority  may  specify  for
               responding  to such claim)  request the  Executive to contest the
               claim.  The Executive shall not make any payment of any tax which
               is the subject of the claim  before the  Executive  has given the
               notice  or  during  the  30-day  period   thereafter  unless  the
               Executive receives written  instructions from the Company to make

               such payment together with an advance of funds sufficient to make
               the  requested  payment  plus  any  amounts  payable  under  this
               paragraph 7 determined  as if such advance were an Excise Tax, in
               which case the  Executive  will act promptly in  accordance  with
               such instructions.

          (ii) If the Company so requests,  the Executive will contest the claim
               by either  paying the tax  claimed  and suing for a refund in the
               appropriate  court or  contesting  the claim in the United States
               Tax Court or other appropriate court, as directed by the Company;
               provided,  however,  that  any  request  by the  Company  for the
               Executive to pay the tax shall be  accompanied by an advance from
               the  Company to the  Executive  of funds  sufficient  to make the
               requested payment plus any amounts payable under this paragraph 7
               determined  as if such advance were an Excise Tax. If directed by
               the  Company  in  writing  the  Executive  will  take all  action
               necessary to compromise or settle the claim, but in no event will
               the Executive  compromise or settle the claim or cease to contest
               the claim without the written  consent of the Company;  provided,
               however,  that the  Executive  may take  any such  action  if the
               Executive  waives in  writing  his right to a payment  under this
               paragraph  7 for any  amounts  payable  in  connection  with such
               claim.  The Executive  agrees to cooperate in good faith with the
               Company in contesting the claim and to comply with any reasonable
               request  from the  Company  concerning  the contest of the claim,
               including the pursuit of administrative remedies, the appropriate
               forum  for any  judicial  proceedings,  and the  legal  basis for
               contesting the claim. Upon request of the Company,  the Executive
               shall take  appropriate  appeals of any judgment or decision that
               would require the Company to make a payment under this  paragraph
               7.  Provided  that  the  Executive  is  in  compliance  with  the
               provisions of this  section,  the Company shall be liable for and
               indemnify the Executive  against any loss in connection with, and
               all costs and expenses,  including  attorneys' fees, which may be
               incurred as a result of,  contesting the claim, and shall provide
               to the  Executive  within  30 days  after  each  written  request
               therefor by the Executive cash advances or reimbursement  for all
               such costs and expenses actually incurred or reasonably  expected
               to be incurred by the  Executive  as a result of  contesting  the
               claim.

f.   Should a Tax Authority  finally  determine that an additional Excise Tax is
     owed,  then the  Company  shall  pay an  additional  Make-Up  Amount to the
     Executive in a manner  consistent with this paragraph 7 with respect to any
     additional Excise Tax and any assessed  interest,  fines, or penalties.  If
     any Excise Tax as calculated by the Company or Tax Counsel, as the case may
     be, is finally  determined by a Tax Authority to exceed the amount required
     to be paid under applicable law, then the Executive shall repay such excess
     to the Company  within 30 days of such  determination;  provided  that such
     repayment shall be reduced by the amount of any taxes paid by the Executive
     on such excess which is not offset by the tax benefit  attributable  to the
     repayment.


<PAGE>

8.  Outplacement  Services.  If the  Executive's  Termination  occurs during the
Employment  Period, at the election of the Executive,  the Company shall provide
the Executive with  outplacement  service of an experienced firm selected by the
Company and  acceptable to the Executive  located not more than fifty miles from
the location of Executive's  office  immediately prior to the Employment Period,
provided  that the cost of such  services  shall  not  exceed  $25,000  and such
services shall not extend beyond 24 months from Executive's Termination

9.  Pooling  of  Interests  Accounting  Treatment.  If  the  application  of any
provision of this Agreement, or of the Agreement in its entirety, would preclude
the  use  of  pooling  of  interests  accounting  treatment  with  respect  to a
transaction for which such treatment otherwise is available and to be adopted by
the Company,  this  Agreement,  upon the  determination  of the Board,  shall be
modified as it applies to such  transaction,  to the minimum extent necessary to
prevent such impact.

10.  Withholding.  All payments to the Executive  under this  Agreement  will be
subject to all applicable withholding of state and federal taxes.

11. Confidentiality,  Non-Solicitation and Non-Competition. The Executive agrees
that:

a.   Except  as may be  required  by the  lawful  order of a court or  agency of
     competent  jurisdiction,  or except to the extent  that the  Executive  has
     express authorization from the Company, the Executive agrees to keep secret
     and  confidential  indefinitely all non-public  information  concerning the
     Company or any affiliate  thereof which was acquired by or disclosed to the
     Executive during the course of the Executive's  employment with the Company
     or any affiliate thereof,  and not to disclose the same, either directly or
     indirectly,  to any other person,  firm or business  entity or to use it in
     any way.

b.   While the  Executive is employed by the Company or any  affiliate and for a
     period  of one year  after  the date of the  Executive's  Termination,  the
     Executive  covenants  and  agrees  that  Executive  will not,  whether  for
     Executive  or for any other  person,  business,  partnership,  association,
     firm,  company or corporation,  initiate contact with,  solicit,  divert or
     take away any of the  customers  (entities  or  individuals  from which the
     Company or any of its affiliates receives rents or payment for services) of
     the Company or any  affiliate  thereof or  employees  of the Company or any
     affiliate  thereof  in  existence  from  time  to time  during  Executive's
     employment  with the  Company or any  affiliate  thereof and at the time of
     such initiation, solicitation or diversion.

c.   While the Executive is employed by the Company or any entity  controlled by
     the Company and for a period of one year after Executive's Termination, the
     Executive  covenants  and  agrees  that  Executive  will not,  directly  or
     indirectly, engage in, assist, perform services for, plan for, establish or
     open,  or have any  financial  interest  (other than (i) ownership of 1% or
     less of the outstanding stock of any corporation  listed on the New York or
     American  Stock  Exchange  or  included  in  the  National  Association  of
     Securities  Dealers  Automated   Quotation  System  or  (ii)  ownership  of
     securities in any entity affiliated with the Company) in any person,  firm,
     corporation,  or business entity (whether as an employee, officer, director
     of  consultant)  that engages as its principal  business in the  operation,
     development,  management  or  financing of moderate  priced,  extended-stay
     lodging  facilities  that compete  directly  with the Company or any entity
     controlled by the Company.


<PAGE>

12.  Arbitration  of All Disputes.  Any  controversy  or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by arbitration
in Chicago,  Illinois,  in accordance with the laws of the State of Illinois, by
three arbitrators  appointed by the parties.  If the parties cannot agree on the
appointment of the arbitrators, one shall be appointed by the Company and one by
the Executive and the third shall be appointed by the first two arbitrators.  If
the first two arbitrators cannot agree on the appointment of a third arbitrator,
then the third  arbitrator  shall be  appointed by the Chief Judge of the United
States  Court of Appeals  for the  Seventh  Circuit.  The  arbitration  shall be
conducted in accordance with the rules of the American Arbitration  Association,
except with respect to the selection of  arbitrators  which shall be as provided
in this paragraph 12. Judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction  thereof. In the event that it shall be
necessary or desirable  for the Executive to retain legal counsel or incur other
costs and  expenses in  connection  with  enforcement  of his rights  under this
Agreement,  the Company shall pay (or the Executive shall be entitled to recover
from the Company,  as the case may be) his reasonable  attorneys' fees and costs
and  expenses  in  connection  with  enforcement  of his rights  (including  the
enforcement of any  arbitration  award in court).  Payments shall be made to the
Executive at the time such fees,  costs and expenses are incurred.  If, however,
the arbitrators  shall determine that, under the  circumstances,  payment by the
Company  of all or a part of any  such  fees and  costs  and  expenses  would be
unjust, the Executive shall repay such amounts to the Company in accordance with
the  order of the  arbitrators.  Any  award  of the  arbitrators  shall  include
interest  at a rate or rates  considered  just  under the  circumstances  by the
arbitrators.

13. Mitigation and Set-Off.  The Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or  otherwise.  The Company shall not be entitled to set off against the amounts
payable to the Executive under this Agreement any amounts owed to the Company by
the  Executive,  any amounts earned by the Executive in other  employment  after
termination of his employment with the Company,  or any amounts which might have
been  earned by the  Executive  in other  employment  had he sought  such  other
employment.

14.  Notices.  Any notice of  Termination of the  Executive's  employment by the
Company or the  Executive for any reason shall be upon no less than 15 days' and
no greater than 45 days' advance written notice to the other party. Any notices,
requests,  demand and other communications  provided for by this Agreement shall
be sufficient  if in writing and if sent by registered or certified  mail to the
Executive  at the last  address he has filed in writing  with the Company or, in
the case of the Company,  to the attention of the  Secretary of the Company,  at
its principal executive offices.

15.  Non-Alienation.   The  Executive  shall  not  have  any  right  to  pledge,
hypothecate,  anticipate  or in any way create a lien upon any amounts  provided
under this Agreement;  and no benefits payable  hereunder shall be assignable in
anticipation of payment either by voluntary or involuntary acts, or by operation
of law.  Nothing in this paragraph shall limit the Executive's  rights or powers
to  dispose  of his  property  by will or limit any  rights or powers  which his
executor or  administrator  would  otherwise have. This Agreement shall inure to
the  benefit  of and  be  enforceable  by  the  Executive's  personal  or  legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees,  and legatees.  If the Executive  should die while any amount is still
payable to the Executive hereunder had the Executive continued to live, all such
amounts  shall be paid in  accordance  with the terms of this  Agreement  to the
Executive's  devisee,  legatee,  or  other  designee,  or if  there  is no  such
designee, to the Executive's estate.

16.  Governing  Law.  The  provisions  of this  Agreement  shall be construed in
accordance  with  the laws of the  State of  Illinois,  without  application  of
conflict of laws provisions thereunder.

17. Amendment.  This Agreement may be amended or canceled by mutual agreement of
the parties in writing  without the consent of any other  person and, so long as
the Executive  lives, no person,  other than the parties hereto,  shall have any
rights under or interest in this Agreement or the subject matter hereof.

18. Successors to the Company. This Agreement shall be binding upon and inure to
the benefit of the Company and any  successor of the Company.  The Company shall
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform it if no succession had taken place.
<PAGE>

19.  Employment  Status.  Nothing herein  contained shall be deemed to create an
employment  agreement  between the Company and the Executive,  providing for the
employment  of the  Executive by the Company for any fixed  period of time.  The
Executive's  employment with the Company is terminable at will by the Company or
the  Executive  and each  shall  have the  right to  terminate  the  Executive's
employment with the Company at any time,  with or without Cause,  subject to (i)
the  notice  provisions  of  paragraphs  2, 5 and 14,  and  (ii)  the  Company's
obligation  to provide  severance  payments as required by  paragraph  6. Upon a
termination  of the  Executive's  employment  prior to the  date of a Change  in
Control, there shall be no further rights under this Agreement.

20.  Severability.  In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, the remaining
provisions of this  Agreement  shall be  unaffected  thereby and shall remain in
full force and effect.

21.  Counterparts.  This Agreement may be executed in two or more  counterparts,
any one of which shall be deemed the original without reference to the others.

         IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set his hand and,
pursuant  to the  authorization  from its Board of  Directors,  the  Company has
caused  these  presents to be executed in its name and on its behalf,  all as of
the day and year first above written.


                              /s/  J.C. Potts
                                ------------------------------------------
                                 James C. Potts



                                 HOMESTEAD VILLAGE INCORPORATED

                              /s/ John R. Patterson
                                 ------------------------------------------
                                 By:  John R. Patterson
                                 Its: Senior Vice President