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                                                                 EXHIBIT 10.4

                            EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is made as of the 13th day of April, 1992, (the 
"Effective Date") by and among DIAL REIT, INC. ("Employer"), a Maryland 
corporation with its principal place of business at Suite 205, 11506 Nicholas 
Street, Omaha, Nebraska 68154, and JEROME L. HEINRICHS ("Executive"), a 
resident of the State of Nebraska.

                                 WITNESSETH:

     WHEREAS, Employer desires to employ Executive, and Executive wishes to 
be employed by Employer in the capacities hereinafter described, upon the 
terms hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual covenants and promises 
hereinafter set forth, the parties hereto mutually agree as follows:

     FIRST: EMPLOYMENT OF EXECUTIVE.

     (a) EMPLOYMENT. Subject to the terms and provisions of this Agreement 
and for the term hereinafter set forth, Employer hereby employs Executive to 
perform the duties of Executive Vice-President and Chief Operating Officer of 
Employer. Executive hereby accepts such employment.

     (b) REPRESENTATION BY EXECUTIVE. By signing this Agreement, Executive 
represents and warrants to Employer that he is not subject to any 
non-competition or other undertaking which in any respect would restrict 
Executive's rendering services hereunder and Executive shall indemnify and 
hold harmless

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Employer against all liability and expense which Employer might incur as a 
result of any breach of this representation and warranty.

     SECOND: DUTIES OF EXECUTIVE.

     (a) FULL WORKING TIME. Executive agrees that, during the term of his 
employment hereunder, he will devote his full working time and attention to 
the business and affairs of Employer as the Executive Vice-President and 
Chief Operating Officer; provided, however, Employer agrees that until 
January 1, 1993, Executive may spend a small portion of his working time in 
winding up his duties as President of Investors Realty, Inc. ("Investors"). 
The parties hereto acknowledge that from and after January 1, 1993 Executive 
may remain as a shareholder and a member of the Board of Directors of 
Investors and in such capacities may participate during non-working time in 
making significant policy decisions on behalf of Investors; provided, 
however, Executive shall not participate in the day-to-day management or 
operations of Investors; provided, further that Executive shall be entitled 
to continue to retain his Real Estate License through Investors indefinitely 
into the future and commensurate with said retention of his Real Estate 
License through Investors, Executive shall be entitled to receive 
referral fees from any source through Investors, free from any claim by 
Employer.

     (b) ASSIGNED DUTIES. Executive agrees that he will perform faithfully 
and to the best of his abilities such duties

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and services as are customarily performed and rendered by one holding the 
positions of Executive Vice-President and Chief Operating Officer, as well as 
such other duties and services as may be assigned to Executive from time to 
time by the Chief Executive Officer or the Board of Directors (the "Board") 
of the Employer.

     (c) PASSIVE INVESTMENTS. Anything to the contrary notwithstanding, 
during the term of this Agreement and thereafter, Executive may continue to 
expend a limited portion of his working time and may continue to invest as a 
passive investor in any real estate project or venture so long as (i) such 
investment does not require Executive to devote to such investment (or 
anything related thereto) any significant portion of his working time and 
(ii) such real estate project or venture does not involve the development, 
construction, operation, management, purchase or sale of a shopping center 
with more than 25,000 rentable square feet; provided, that any and all 
proceeds, fees and income from said investments shall be received directly by 
Executive, free from any claim by Employer.

     (d) OTHER FEES. Prior to Executive accepting or agreeing to accept any 
fee, salary, commission, interest, security or other gratuity, directly or 
indirectly (e.g., through any affiliate or family member), from any tenant, 
supplier or other person dealing, directly or indirectly, with Employer, 
Executive shall give prior written notice thereof to the Board. Upon written 
request of Employer, Executive shall provide to

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Employer copies of Executive's federal income tax returns to verify 
compliance with this provision.

     THIRD: COMPENSATION AND BENEFITS.

     In full consideration for the services to be performed by Executive 
hereunder and subject to the due performance thereof, Executive shall receive, 
during the term of his employment hereunder, the following remuneration:

     (a) BASE SALARY. Employer will pay Executive a base salary (hereinafter 
called the "Base Salary") at the rate of not less than One Hundred Twenty 
Thousand Dollars ($120,000.00) per annum, which Base Salary shall be payable, 
in accordance with Employer's usual paying practices, at such intervals as 
Employer pays its other senior executive employees (but in any event not 
less frequently than monthly). Executive's Base Salary shall be reviewed by 
the Board each calendar year during the term of Executive's employment 
hereunder (commencing in 1993), at which time the Board will set Executive's 
Base Salary for the then current calendar year; provided, however, in no event 
shall such Base Salary for any calendar year be less than the Base Salary set 
for the immediately preceding calendar year. In the event Executive shall be 
appointed the President of Employer, his then current Base Salary shall be 
increased prospectively by Ten Thousand Dollars ($10,000) per annum; 
provided, further that in the event that Executive has eliminated Employer's 
potential conflicts of interest with Employer's affiliates, as determined by 
the Board, in its sole discretion, Executive shall receive an

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increase in salary of $10,000 independent of his entitled annual salary 
increase and other increases as provided herein; provided, further that it is 
generally understood that if Executive meets his expected performance as 
represented to Employer, Executive shall be entitled to an annual salary of 
not less than $150,000 following Executive's third year of employment.

     (b) FRINGE BENEFITS. Executive shall also be entitled to receive those 
customary "fringe benefits" (for example, medical and health insurance, 
disability insurance, group life insurance, paid sick leave, paid vacation 
and holidays and retirement plans) afforded by Employer from time to time to 
its senior level executives, provided Executive is otherwise eligible to 
receive the same and in each case Executive's participation shall be in 
accordance with the terms and conditions of the plans and programs as may be 
in effect from time to time (including any required employee contributions). 
Executive agrees that Employer may change, alter or eliminate, without 
Executive's consent, any and all of such "fringe benefits" at any time so 
long as any such change is applicable to all senior level executives.

     Subject to the provisions of the policies providing any insured "fringe 
benefit", Employer will continue to provide (the "Continuation Benefit") any 
such "fringe benefits" which were being provided to Executive on his 
Termination date, as defined in Paragraph FOURTH below, for up to two years 
following termination of this agreement by Employer (other than a Termination 
pursuant to Paragraph FIFTH hereof), or until

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Executive secures alternative employment providing similar benefits, 
whichever is sooner; provided, however, if the terms of any such insured 
"fringe benefit" will not permit such continued participation, Employer will 
reimburse Executive for the cost of comparable individual coverage.

     (c) EXPENSE REIMBURSEMENT. Employer shall reimburse Executive for all 
reasonable business expenses incurred by the Executive for all reasonable 
business expenses incurred by the Executive in the performance of his duties 
hereunder, which expenses shall be substantiated in accordance with the 
procedures of Employer and in accordance with the rules and regulations of 
the Internal Revenue Service (and any other taxing authority) to ensure that 
Employer is entitled to a deduction for same on its federal income tax 
returns (and any other applicable tax return), to the fullest extent 
permitted by law.  Notwithstanding the foregoing, (i) any such expense in 
excess of $5,000 shall require the prior written approval of the Board and 
(ii) any expense (regardless of the amount thereof) shall require the prior 
written approval of the Board if the sum of such expense and all other 
expenses for which Executive has requested reimbursement within the 
immediately preceding thirty (30) days shall exceed $3,500.

     (d)  STOCK OPTION PLAN.  Employer agrees to establish for the benefit of 
Executive the Stock Option Plan attached hereto as Exhibit A (the "Stock 
Plan").  Upon the termination for any reason of Executive's employment 
hereunder, Executive shall forfeit all of his unvested rights under the Stock 
Plan and shall 

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not be entitled to any compensation or remuneration for the value of any such 
unvested rights or otherwise forfeited rights.  Executive agrees that any 
stock he may purchase under the Stock Plan shall be for his own Account, for 
investment only, and not with a view towards resale or distribution thereof.  
Executive understands that there will be substantial restrictions on the 
transferability of any such stock and he will have no right to require that 
the stock be registered under the Securities Act of 1933 or any state 
securities law.  The investment rights and privileges conferred on Executive 
by the Stock Plan shall not be transferred, assigned, pledged, hypothecated 
or otherwise disposed of in any way (whether by operation of law or 
otherwise) and shall not be subject to execution, attachment or similar 
process, and upon any attempted disposition or levy of attachment or similar 
process, such rights and privileges will immediately become null and void.

     (e)  TAXES.  The payment of all remuneration and benefits to Executive 
hereunder shall be subject to such federal, state and local taxes, deductions 
and withholdings as may be required by law.  Executive acknowledges that his 
Internal Revenue Service Form W-2 (as well as corresponding state and local 
forms) with respect to each calendar year during the term hereof may include 
as income the value of certain of the "fringe benefits" and executive 
perquisites provided the Executive under this Agreement as and to the extent 
required by applicable law.

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     FOURTH:  TERM OF EMPLOYMENT.
    
     This Agreement shall continue in effect at will from and after the 
Effective Date until terminated by Employer or the Executive upon notice, as 
provided below.  Upon any termination of Executive's employment hereunder, 
the obligation of Employer to pay further compensation or expenses to the 
Executive, except as provided in subparagraph (c) of Paragraph THIRD and 
Paragraphs SIXTH and SEVENTH, shall cease; provided, however, that any 
obligation of Employer which accrued prior to the Termination Date shall not 
be affected thereby.  Executive's last day of employment with Employer shall 
be referred to in this Agreement as the "Termination Date" and shall 
constitute the end of the term of employment.  

     FIFTH:  TERMINATION "FOR CAUSE".
     
     Executive's employment under this Agreement shall be terminated 
immediately upon notice to Executive (which notice shall contain a concise 
statement of the event(s) giving rise to the termination) (notice shall not 
be required with respect to subparagraph (f) of this Paragraph FIFTH) if any 
of the following events shall occur during the term hereof:

     (a) NEGLIGENCE.  A good faith determination by the Board that Executive 
has been grossly negligent in carrying out, or willfully failed or refused to 
serve and carry out his duties and responsibilities as required by Paragraph 
SECOND; or

     (b) BREACH OF AGREEMENT.  Executive breaches any material term of this 
Agreement and fails to cure such breach 

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(where capable of cure) within ten (10) days after the receipt of written 
notice from Employer to Executive of such breach, which notice shall state in 
reasonable detail the facts and circumstances claimed to be a breach and of 
the intent of Employer to terminate the Executive's employment upon the 
failure of the Executive to timely cure; or

     (c)  MISCONDUCT.  A good faith determination by the Board that Executive 
has willfully and knowingly committed an act of fraud, misappropriation, 
embezzlement, theft, dishonesty, breach of fiduciary duty involving personal 
profit or has willfully and knowingly violated any law, rule, or regulation 
(other than traffic violations or similar minor offenses); or

     (d)  CRIMINAL OFFENSE.  The indictment of Executive for any criminal 
offense (other than traffic violations or similar minor offenses); or

     (e)  DISABILITY.  The permanent disability of Executive, which, for the 
purposes hereof, shall be deemed to have occurred if, during any year during 
the term hereof, because of ill health, physical or mental disability, or for 
other reasons beyond Executive's control, Executive shall have been 
continuously unable to perform substantially all of his duties hereunder for 
ninety (90) or more consecutive days, or if, during any year during the term 
hereof, Executive shall have been unable to perform substantially all of his 
duties for a total period of one hundred and twenty (120) or more work days 
(exclusive of earned vacation and paid holidays), irrespective of whether

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or not such days are consecutive (for the purposes hereof, the phrase "any 
year during the term hereof" is defined to mean any continuous twelve (12) 
calendar month period during the term of the Agreement); or

     (f) DEATH.  The death of Executive.  Anything to the contrary 
notwithstanding, Executive shall not be entitled to receive the Termination 
Severance Payments, as described in Paragraph SIXTH, in the event Executive's 
employment is terminated pursuant to this Paragraph FIFTH.  In the event that 
any termination by Employer pursuant to this Paragraph FIFTH is ever 
ultimately determined by any court, agency, or other tribunal to have been 
for a cause other than described under this Paragraph FIFTH, Employer's sole 
liability to Executive under this Agreement or otherwise at law or equity 
shall be for it to pay the Executive said Termination Severance Payments.

     SIXTH:  TERMINATION "WITHOUT CAUSE".

     (a) TERMINATION OF EMPLOYER WITHOUT CAUSE.  In addition to its rights to 
terminate the employment of Executive under Paragraph FIFTH hereof, Employer 
shall have the right to terminate the employment of Executive for any reason 
at any time immediately upon notice to the Executive pursuant to this 
Paragraph SIXTH.  In the event Employer shall exercise its termination rights 
under this Paragraph SIXTH, Employer will continue to pay Executive, as 
severance pay (herein the "Termination Severance Payments"), Executive's then 
current Base

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Salary, payable on Executive's normal pay dates for a period of twenty four 
(24) months following the Termination Date; provided, however, that (i) 
during the period Executive is receiving the Termination Severance Payments, 
the Executive is receiving the Termination Severance Payments, the Executive 
shall make himself reasonably available to consult with the Board on 
Employer's business matters for up to five (5) days per month, and (ii) the 
obligation of Employer to make the Termination Severance Payments hereunder 
shall cease if the Executive shall violate any of the provisions of 
Paragraphs EIGHTH or NINTH hereof.

     (b) TERMINATION BY EXECUTIVE.  Executive may terminate his employment 
hereunder at any time upon ninety (90) days' advance notice; provided, 
however, Employer may treat the employment of Executive as terminated at any 
time after receipt of such notice (in which case Employer shall continue to 
pay the Executive the Base Salary and to provide the Executive the benefits 
and perquisites he would have otherwise received for the remainder of such 
ninety-day notice period).  No Termination Severance Payments will be due 
Executive in the event he terminates his employment hereunder.

     SEVENTH:  CHANGE IN CONTROL.

     (a)  APPLICABILITY.  The provisions of this Paragraph SEVENTH shall 
take effect only upon a change in control as defined in subparagraph (c) of 
this Paragraph SEVENTH ("Change in Control") of Employer which occurs during 
the first seventy-two (72) months of Executive's employment hereunder, which 
Change in Control must be followed by a deemed termination of Executive's 


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employment as provided in subparagraph (d) of this Paragraph SEVENTH within 
twelve (12) months thereafter, and in such event, the provisions of this 
Paragraph SEVENTH shall supersede any other provisions in this Agreement to 
the contrary.

     (b) CHANGE IN CONTROL SEVERANCE PAYMENT.  In the event Executive's 
employment shall be deemed terminated pursuant to subparagraph (d) of this 
Paragraph SEVENTH after a Change in Control, Executive shall be entitled to a 
single, lump sum, cash severance payment (the "Change in Control Severance 
Payment") in an amount equal to 200% of the Executive's then current annual 
rate of Base Salary.  The Change in Control Severance Payment shall be made 
within thirty (30) days of the date of termination.  In addition to the 
Change of Control Severance Payment, Executive shall also be entitled to 
receive the Continuation Benefit, as provided for in subparagraph (b) of 
Paragraph THIRD hereof.  

     (c) DEFINITION OF "CHANGE IN CONTROL".  For purposes of this Agreement, 
"Change in Control" shall be deemed to have occurred if:

         (i)  Employer shall be merged or consolidated with another 
              corporation and as a result of such merger or consolidation, 
              less than 50% of the outstanding voting securities of the 
              surviving or resulting corporation shall be owned in the 
              aggregate by former shareholders of Employer or any of their 
              affiliates

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              (within the meaning of the Securities Exchange Act of 1934);

         (ii) Employer shall sell substantially all of its assets to an 
              unaffiliated corporation.  For purposes of this provision, 
              an "unaffiliated corporation" shall mean any corporation in 
              which Employer or any of its affiliate owns less than 50% of 
              the outstanding voting securities; or

        (iii) a person, within the meaning of Section 3(a)(9) or Section
              13(d)(3) (as in effect on the Effective Date or the date of
              the deemed termination of employment) of the Securities 
              Exchange Act of 1934, which is not an affiliate of Employer
              shall acquire more than 50% of the outstanding voting securities
              of Employer, beneficially or of record).

     For purposes of this subparagraph (c), ownership of voting 
securities shall take into account and shall include ownership as determined 
by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on September 
1, 1989) pursuant to the Securities Exchange Act of 1934.

     (d)  DEEMED TERMINATION.  For the purposes of this Paragraph SEVENTH, 
executive's Employment with Employer hereunder shall be deemed terminated if:

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          (i)  There is a significant change in the level of responsibility or
               authority given to Executive from that held by him 
               immediately prior to the Change in Control, unless such change 
               is agreed to in writing by Executive; or

         (ii)  There is a reduction in Base Salary, or significant reduction 
               in benefits from that to which Executive was entitled 
               immediately prior to the Change in Control, unless such change 
               is agreed to in writing by Executive; or

        (iii)  Executive is required to change the location of his employment 
               in effect immediately prior to the Change in Control by more
               than fifty (50) miles, unless Executive agrees in writing to 
               such change.

     EIGHTH:  CONFIDENTIAL INFORMATION.

     (a)  EXECUTIVE COVENANTS.  Executive hereby acknowledges that during the 
course of his employment hereunder he may come into contact with certain 
confidential and proprietary information of Employer.  Executive agrees that 
during the term of his employment, and for a two-year period after the 
Termination Date, he will not, directly or indirectly, use for himself or use 
for, or disclose to, any party other than Employer, any secret or 
confidential information or data of 

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Employer. including, but not limited to, Employer's prices, uses, methods, 
customers or suppliers (and pertinent information respecting transactions and 
prospective transactions therewith).

     (b) DOCUMENTS. All documents, files (including files stored on any 
media) and tangible items provided to Executive by Employer, created by 
Executive or otherwise coming into Executive's use in connection with his 
employment hereunder are the property of Employer and shall be promptly 
returned to Employer upon termination of Executive's employment hereunder 
together with all copies, recordings, abstracts, notes, or reproductions of 
any kind made from or about such documents, files and tangible items or the 
information they contain.

     NINTH: POST-TERMINATION RESTRICTIONS.

     Recognizing that an important element of Employer's business success is 
the information, business relationships and confidential and proprietary 
business information entrusted to its employees, Executive agrees that for a 
period of two (2) years following the Termination Date, regardless of how 
Executive's termination occurs, Executive will not directly or indirectly 
cause or attempt to cause any actual tenant or prospective tenant of Employer 
with whom Executive has dealt or on whose account Executive worked, at any 
time during Executive's last two (2) years of employment with Employer, to 
divert, terminate, limit or in any manner modify or fail to enter into any 
actual or potential business relationship with Employer.


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     TENTH: EMPLOYER'S RIGHT TO INJUNCTIVE RELIEF.

     In the event of a breach or threatened breach of any of Executive's 
duties and obligations under the terms and provisions of Paragraphs EIGHTH or 
NINTH hereof, Employer shall be entitled, in addition to any other legal or 
equitable remedies Employer may have in connection therewith (including any 
right to damages that Employer may suffer), to a temporary, preliminary 
and/or permanent injunction restraining such breach or threatened breach. 
Executive hereby expressly acknowledges that the harm which might result to 
Employer's goodwill or its relationships with its tenants or prospective 
tenants of Employer with whom Executive has dealt, or as a result of the 
disclosure or use of Employer's confidential and proprietary information, is 
largely irreparable. In view of the parties' recognition and agreement that 
Employer is entitled after Executive's termination of employment to certain 
limited protection from competition by Executive, Executive and Employer 
agree that the running of the period set forth in Paragraph NINTH hereof 
shall be tolled during any period of time in which Executive violates such 
Paragraph.

     ELEVENTH: NON-WAIVER OF RIGHTS.

     The failure of Employer to enforce at any time any of the provisions of 
this Agreement or to require at any time performance by Executive of any of 
the provisions hereof shall in no way be construed to be a waiver of such 
provisions or to affect either the validity of this Agreement, or any part 
hereof,


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or the right of Employer thereafter to enforce each and every provision in 
accordance with the terms of this Agreement.

     TWELFTH: GOVERNING LAW.

     This Agreement is executed and delivered in the State of Nebraska and 
shall be construed and enforced in accordance with, and shall be governed by, 
the laws of such State.

     THIRTEENTH: NOTICES.

     All notices, requests, consents and other communications required or 
permitted under this Agreement shall be in writing and shall be deemed 
sufficient if delivered or mailed, by certified or registered mail, return 
receipt requested, postage paid, in the case of Executive, to his last known 
address on file with Employer, and, in the case of Employer, to its principal 
office. Such notice shall be effective upon deposit in the United States mail 
or actual delivery, as the case may be.

     FOURTEENTH: SEVERABILITY; INTERPRETATION; LEGAL FEES.

     Whenever possible, each provision of this Agreement and any portion 
hereof shall be interpreted in such a manner as to be effective and valid 
under applicable laws, rules, and regulations. If any covenant or other 
provision of this Agreement (or portion thereof) shall be held to be invalid, 
illegal, or incapable of being enforced, by reason of any rule of law, rule, 
regulation, administrative order, judicial decision, or public policy, all 
other conditions and provisions of this Agreement shall, nevertheless, remain 
in full force and effect,

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and no covenant or provision shall be deemed dependent upon any other 
covenant or provision (or portion) unless so expressed herein. The rule of 
construction to the effect that ambiguities are to be resolved against the 
drafting party shall not be employed in interpreting this Agreement. In the 
event of any dispute which Employer and Executive are not able to resolve 
amicably, and either party thereafter commences any litigation to enforce any 
right or benefit provided under this Agreement, which is the subject of such 
dispute, the successful party for the reasonable legal fees and expenses 
incurred by the successful party in such litigation.

     Anything to the contrary notwithstanding, any payment otherwise payable 
to Executive hereunder shall not be due and payable if the payment of same 
would violate any applicable law, rule or regulation and, in such event, no 
compensating payments to Executive shall be due or made.

     FIFTEENTH: ENTIRE AGREEMENT.

     Except for a certain agreement by and between Executive and Employer 
dated December 20, 1991 concerning certain consulting duties to be provided 
by Executive to the Employer, this Agreement constitutes the entire agreement 
between the parties relative to the employment by Employer of Executive and 
any and all prior representations, agreements, correspondence, or memoranda 
with respect thereto are superseded hereby. No promises, covenants or 
representations of any character or nature


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other than those expressly stated herein have been made to induce to either 
party to enter into this Agreement. This Agreement shall not be modified, 
waived, or discharged except in a writing duly signed by each of the parties.

     SIXTEENTH: ASSIGNABILITY.

     The services to be performed by Executive hereunder are personal in 
nature and therefore Executive shall not assign all or any portion or his 
rights, or delegate all or any portion of his obligations, under this 
Agreement, and any attempted or purported assignment or delegation not 
expressly permitted by Employer in writing shall be null and void, AB INITIO.

     SEVENTEENTH: SUCCESSORS.

     Subject to the provisions of Paragraph SIXTEENTH hereof, this Agreement 
shall be binding upon and shall inure to the benefit of Employer and 
Executive and their respective heirs, executors, administrators, legal 
administrators, successors and assigns.

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     EIGHTEENTH: HEADINGS.

     Headings are provided herein for convenience only and shall not modify 
or alter the terms of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of the date first above written.



                                      DIAL REIT, INC.



                                      By:  /s/  JOSEPH H. CARTER 
                                         ------------------------------------
                                         Its:           President
                                              -------------------------------
                                         Date of Execution:     4-30-92
                                                           ------------------

                                         /s/   JEROME L. HEINRICHS
                                         ------------------------------------
                                         JEROME L. HEINRICHS

                                              -------------------------------
                                         Date of Execution:     4-30-92
                                                           ------------------


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