8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 15, 2004

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P., a California Limited Partnership

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation or Organization)

0-17660	94-3050708
(Commission File Number)	(IRS Employer Identification No.)
One California Street, San Francisco, California	94111-5415
(Address of Principal Executive Offices)	(Zip Code)

(415) 678-2000
(800) 347-6707 in all states

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.1

EXHIBIT 99.1

Item 1.01. Entry into a Material Definitive Agreement.

On November 15, 2004, Metric Partners Growth Suite Investors, L.P., a California Limited Partnership (“Registrant”), entered into an Agreement of Settlement and Mutual Release dated November 12, 2004 (the “Settlement Agreement”) among Registrant, Kenneth E. Nelson (“Nelson”), Susan B. Nelson, Nashville Lodging Company, 2300 Elm Hill Pike, Inc., Nashville Residence Corporation and GP Credit Co., LLC (collectively, the “Nelson Parties”). There is no material relationship between Registrant and any of the Nelson Parties apart from the Settlement Agreement and certain lawsuits between Registrant and certain of the Nelson Parties, with which the Settlement Agreement is concerned.

Since 1991, Nelson and /or certain of the other Nelson Parties have made claims and filed and prosecuted lawsuits against Registrant and certain of its affiliates, including Orlando Residence Ltd. vs. 2300 Elm Hill Pike, Inc. and Nashville Lodging Company vs. Metric Partners Growth Suite Investors, L.P. (the “Tennessee Case”). Registrant has during such period also made claims and filed and prosecuted lawsuits against Nelson and certain of the other Nelson Parties, In addition to the Tennessee Case, some or all of the parties to the Settlement Agreement have asserted claims against the other parties thereto in various other litigation (the “Other Litigation”). All of such litigation has been previously disclosed by Registrant in its annual and quarterly reports.

With regard to the Tennessee Case, the Court of Appeals of Tennessee on June 30, 2004 ruled in favor of Registrant, affirming a lower court judgment in favor of Registrant. The Nelson Parties that are plaintiffs in the Tennessee Case (the “Tennessee Case Plaintiffs”) on September 20, 2004 filed an application for permission to appeal to the Tennessee Supreme Court (the “Appeal Application”). Registrant has filed a response opposing this application.

Registrant and the Nelson Parties have entered into the Settlement Agreement in order to settle the claims asserted in the Tennessee Case and the Other Litigation and any and all other claims that Registrant, on the one hand, and the Nelson Parties, on the other hand, may have against each other.

Pursuant to the Settlement Agreement, Registrant has agreed to deposit $150,000 (the “Settlement Amount”) in the registry of the United States District Court for the Eastern District of Wisconsin within three business days of entry of certain court orders permitting such deposit. In the event such orders are not entered by December 15, 2004 and the Tennessee Case Plaintiffs so elect prior to such date, Registrant shall pay the Settlement Amount to the receiver who has been appointed with regard to a lawsuit pending in Tennessee brought by a creditor of Nelson against NLC and other of the Nelson Parties.

If neither of the conditions to payment of the Settlement Amount described in the immediately preceding paragraph is met by December 15, 2004, the Settlement Agreement shall be null and void. If, however, one of the conditions is met, Registrant shall deposit the Settlement Amount with the appropriate party and the following shall occur:

     1. Registrant and the Tennessee Case Plaintiffs shall dismiss the Appeal Application, thereby allowing the judgment in the Tennessee Case to become final;

     2. The appropriate Nelson Parties shall dismiss, with prejudice, all claims asserted in the Other Litigation;

-1-

     3. The Nelson Parties shall release and discharge Registrant and the defendants in the Other Litigation and various persons and entities related to Registrant from any and all causes of action and claims of any nature, whether known or unknown by the claimant, arising from the beginning of time to the execution of the Settlement Agreement; and

     4. Registrant shall release and discharge the Nelson Parties and various persons and entities related to the Nelson Parties from any and all causes of action and claims of any nature, whether known or unknown by the claimant, arising from the beginning of time to the execution of the Settlement Agreement.

The parties to the Settlement Agreement have agreed to notify the Tennessee Supreme Court of the Settlement Agreement and to request the Court to refrain from ruling on the Appeal Application for 30 days. However, if the Court does act on the Appeal Application prior to its withdrawal pursuant to the Settlement Agreement, such action shall not affect the parties’ obligations under the Settlement Agreement.

No party to the Settlement Agreement has admitted any liability to any other party by virtue of entering into the Settlement Agreement and all parties have acknowledged that the Settlement Agreement has been entered into solely for the purpose of avoiding costly and protracted litigation between the parties.

No assurance can be given that the condition to the effectiveness of the Settlement Agreement will be met.

The foregoing is a summary of the terms, which summary is qualified in its entirety by the terms of the Settlement Agreement. A copy of the Settlement Agreement is attached hereto as Exhibit 10.1.

Item 8.01 Other Events.

The information in this item 8.01 of this Current Report (a) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section and (b) shall not be incorporated by reference into any registration statement or other document filed with the Commission.

On November 15, 2004, Registrant issued a press release with respect to the execution of the above-described Settlement Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.1	Agreement of Settlement and Mutual Release dated November 12, 2004, executed and delivered by Registrant on November 15, 2004
99.1	Press release dated November 15, 2004

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METRIC PARTNERS GROWTH SUITE INVESTORS, L.P., a California Limited Partnership
By:	Metric Realty,
	an Illinois general partnership,
	its Managing General Partner

	By:	/s/ William A. Finelli
		William A. Finelli
Date: November 16, 2004		Chief Financial Officer

-3-

EX-10.1

                                  EXHIBIT 10.1

                   AGREEMENT OF SETTLEMENT AND MUTUAL RELEASE

      This Agreement of Settlement and Mutual Release ("Agreement") is made and
entered into this 12th day of November, 2004, by and among Metric Partners
Growth Suite Investors, L.P., a California limited partnership ("Metric"),
Kenneth E. Nelson ("Nelson"), Susan B Nelson, Nashville Lodging Company ("NLC"),
2300 Elm Hill Pike, Inc. ("2300"), Nashville Residence Corporation ("NRC"), and
GP Credit Co., LLC, an Oklahoma limited liability company ("GP Credit")
(collectively, the "Parties," and, individually, "Party").

                                    RECITALS

      WHEREAS, Nelson and NLC contend that Metric breached certain duties and
obligations owed to them under a settlement agreement entered into on March 23,
1993, before Judge William Cahill in the Superior Court for the City and County
of San Francisco, California, and as clarified by subsequent orders of that
Court ("Settlement Agreement");

      WHEREAS, Nelson, NLC and GP Credit contend that the claims of Nelson and
NLC for Metric's alleged breach of the Settlement Agreement have been
transferred to GP Credit;

      WHEREAS, Nelson, NLC and GP Credit have asserted their claim against
Metric in a lawsuit filed in the Chancery Court for Davidson County, Tennessee,
styled, Orlando Residence, Ltd., et al. v. Metric Partners Growth Suite
Investors, L.P., et al., Case No. 94-1911-I (the "Tennessee Action");

      WHEREAS, on or about September 3, 2002, the Court entered a final order in
the Tennessee Action in which Nelson, NLC and GP Credit waived all claims to
recover damages for Metric's alleged breach of the Settlement Agreement that had
not been previously adjudicated by the trial court, and reserved for appeal all
claims previously dismissed by the trial court;

      WHEREAS, NLC and GP Credit perfected an appeal of the final order in the
Tennessee Action to the Tennessee Court of Appeals, which entered an order on
June 30, 2004, affirming the decision of the trial court;

      WHEREAS, after the Tennessee Court of Appeals denied an petition filed by
NLC and GP Credit for a rehearing, NLC and GP Credit filed an Application for
Permission to Appeal to the Tennessee Supreme Court pursuant to Rule 11 of the
Tennessee Rules of Appellate Procedure ("Appeal Application"), which is
currently pending before the Tennessee Supreme Court;

      WHEREAS, in addition to the Tennessee Action, some or all of the Parties
hereto have asserted claims against the other Parties hereto in various other
litigation, including but not limited to, the following cases (hereinafter,
"Other Litigation"):

      1. Metric Partners Growth Suite Investors, L.P. v. Kenneth E. Nelson, The
Nelson Group, et al., San Francisco County Superior Court, Case No. 928065;

      2. Nashville Lodging Company v. Metric Partners Growth Suite Investors,
L.P., et al., Circuit Court, state of Wisconsin, Case No. 94CV001212 (All of the
defendants named in the complaint or any amended complaint in this action may be
sometimes referred to as the "Wisconsin Defendants.");

      3. Orlando Residence, Ltd. v. 2300 Elm Hill Pike and Nashville Lodging
Company v. Metric Partners Growth Suite Investors, L.P., Chancery Court for
Davidson County, in Nashville, Tennessee, Case No. 94-1911-I;

      4. Metric Partners Growth Suite Investors, L.P. v. Nashville Lodging Co.,
2300 Elm Hill Pike, Inc., Orlando Residence, Ltd., and LaSalle National bank, as
trustee under that certain pooling and servicing agreement, dated July 11, 1995,
for the holders of the WHP Commercial

Mortgage Pass Through Certificates, Series 1995C1 and Robert Holland, Trustee,
Chancery Court for Davidson County, in Nashville, Tennessee, Case No.
96-1405-III;

      5. GP Credit Co., LLC v. Metric Partners Growth Suite Investors, L.P.,
Metric Realty, SSR Realty Advisors, Inc., et al., San Francisco County Superior
Court, Case No. CGC-02-0403301 (All of the defendants named in the complaint or
any amended complaint in this action may be sometimes referred to as the "SF
Defendants.");

      6. Metric Partners Growth Suite Investors, L.P. v. Kenneth E. Nelson,
United States District Court, Northern District of California, Case No.
C03-2523-CRB;

      WHEREAS, Orlando Residence, Ltd. ("ORL") claims ownership of the claims
asserted by Nelson, NLC and GP Credit in the Tennessee Action, and obtained an
order from the Chancery Court of Davidson County in an action styled Orlando
Residence, Ltd., v. Nashville Lodging Company, et al. Civil Action No.
92-3086-III (the "Hardage Tennessee Action") , entered on or about August 15,
2001 appointing a receiver of the claim and requiring that any proceeds from the
settlement of the Tennessee Action be deposited with the receiver ("Receivership
Order");

      WHEREAS, ORL, GP Credit, Nelson, Susan Nelson and Hayvenhurst Pension and
Profit Sharing Plan are parties to a civil action pending in the United States
District Court for the Eastern District of Wisconsin styled Orlando Residence,
Ltd. v. GP Credit Co., LLC, Case No. 04-C-439 (the "Hardage Wisconsin Action") .


      WHEREAS, the Parties, and each of them, wish to fully and completely
settle any and all claims that they may have against each other, including but
not limited to all claims that were asserted in the Tennessee Action or in the
Other Litigation;

      NOW, THEREFORE, in consideration of the agreements set forth herein, and
for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties agree as follows:

      1. NOTIFICATION TO TENNESSEE SUPREME COURT. Immediately upon execution of
this Agreement, Nelson, NLC, GP Credit and Metric, thorough their respective
counsel, shall notify the Tennessee Supreme Court that they have reached a
compromise and settlement pursuant to which the Appeal Application will be
withdrawn upon completion of the settlement. They will request that the court
refrain from ruling on the Appeal Application for a period of thirty (30) days,
to permit the their settlement to be completed. If notwithstanding this
notification and request, the Tennessee Supreme Court acts on the appeal
application prior to its withdrawal pursuant to this agreement, such action
shall not affect the Parties' obligations under this Agreement.

      2. ENTRY OF ORDERS APPROVING DEPOSIT OF SETTLEMENT PROCEEDS INTO COURT.

      2.1 Nelson, NLC and GP Credit irrevocably authorize and direct their
counsel of record in the Hardage Tennessee Action to execute an order in
substantially the form attached as Exhibit A hereto that permits the funds to be
paid pursuant to paragraph 3 below to the clerk of the Court in the Hardage
Wisconsin Action. Nelson, NLC and GP Credit shall obtain the consent of Orlando
Residence, Ltd. to entry of the order. Nelson, NLC and GP Credit agree to work
diligently and to exercise their best efforts to obtain entry of such order by
all necessary parties and by the court.

      2.2 Nelson, NLC and GP Credit irrevocably authorize and direct their
counsel of record in the Hardage Wisconsin Action to execute an order in
substantially the form attached as Exhibit B hereto that permits the funds to be
paid pursuant to paragraph 3 below into the registry

of the Court in the Hardage Wisconsin Action. Nelson, NLC and GP Credit shall
obtain the consent of Orlando Residence, Ltd., and any other necessary parties,
to entry of the order. Nelson, NLC and GP Credit agree to work diligently and to
exercise their best efforts to obtain entry of such order by all necessary
parties and by the court.

      2.3 In the alternative to entry of the orders described in paragraphs 2.1
and 2.2 above, Nelson, NLC, and GP Credit may elect to permit Metric to pay the
funds to be paid pursuant to paragraph 3 below to the receiver appointed in the
Hardage Tennessee Action. Such election shall be made by written notice executed
by Nelson, NLC and GP Credit to Metric c/o Garry K. Grooms, Stites & Harbison,
PLLC, 424 Church Street, Suite 1800, Nashville, TN 37219, received within thirty
(30) days from the date on which this Agreement is executed by the last Party
hereto.

      2.4 Entry by the respective courts of the orders pursuant to paragraphs
2.1 and 2.2 above, or receipt by Metric of the notice pursuant to paragraph 2.3,
above, within the time limitations described herein, is a condition precedent to
any and all further obligations under this Agreement. If the orders pursuant to
paragraphs 2.1 and 2.2 are not entered and the notice pursuant to paragraph 2.3
is not received by Metric thirty (30) days following the date on which this
Agreement is executed by the last Party hereto, then this Agreement will be null
and void, and any party, through its respective counsel, may notify the
Tennessee Supreme Court that the settlement has failed and request that the
Court rule on the Appeal Application.

      3. PAYMENT BY METRIC.

      Within three (3) business days following entry of the orders or Metric's
receipt of the election to allow payment to the receiver described in paragraphs
2.1 and 2.2, above, Metric shall pay the sum of One Hundred and Fifty Thousand
and 00/100 Dollars ($150,000). In the event

the orders pursuant to paragraphs 2.1 and 2.2 are entered, the funds shall be
deposited into the registry of the United States District Court for the Eastern
District of Wisconsin in the Hardage Wisconsin Action. In no event shall Metric
become a party to the Wisconsin Hardage Action or assume any responsibilities in
connection with the Wisconsin Hardage Action other than the obligation to make
the payment described herein. In the event the orders are not entered pursuant
to 2.1 and 2.2 above, and Metric receives the notice to pay the receiver
pursuant to paragraph 2.3 above, the funds shall be paid to the receiver.

      4. DISMISSAL OF APPLICATION FOR PERMISSION TO APPEAL AND DISMISSAL OF
OTHER

LITIGATION.

      4.1 Nelson, NLC, GP Credit and Metric specifically and irrevocably
authorize and direct their counsel of record in the Tennessee Action to dismiss
the Appeal Application, thereby allowing the judgment in the Tennessee Action to
become final, immediately following the payment under paragraph 3, above.

      4.2 Each of the Parties hereto specifically authorizes and directs its
counsel in the Other Litigation to take such action as may be necessary to
dismiss, with prejudice, all other claims asserted in the Other Litigation,
immediately following the payment under paragraph 3, above .

         5. RELEASE BY NELSON, SUSAN B. NELSON, NLC, 2300, NRC AND GP CREDIT.
Effective upon the making of the payment under paragraph 3, above, Nelson, Susan
B. Nelson, NLC, NRC, 2300 and GP Credit, on behalf of themselves, their
shareholders, partners, members, constituents, subsidiaries, parent
corporations, affiliated companies, directors, officers, employees,
representatives, agents, attorneys, insurance carriers, successors and assigns,
do hereby release and forever discharge Metric, the SF Defendants, the Wisconsin
Defendants, and

each of their past, present and future general and limited partners,
shareholders, members, constituents, parent corporations, affiliated companies,
and each of their respective successors, assigns, representatives, affiliates,
agents, officers, directors, employees, designees, licensees, insurers and
attorneys from any and all causes of action, whether at law or in equity, and
any and all debts, liens, security interests, contracts (whether oral or
written, express or implied), agreements, promises, liability, guaranties,
claims, demands, damages, loss, costs or expenses (including reasonable
attorney's fees) of any nature whatsoever, whether known or unknown, suspected
or unsuspected, fixed or contingent, arising from the beginning of time to the
execution of this Agreement, including but not limited to claims which were or
could have been asserted in the Tennessee Action or the Other Litigation.

         6. RELEASE BY METRIC. Effective upon the making of the payment under
paragraph 3, above, Metric, on behalf of itself, its shareholders, partners,
members, constituents, subsidiaries, parent corporations, affiliated companies,
directors, officers, employees, representatives, agents, attorneys, insurance
carriers, successors and assigns, does hereby release and forever discharge
Nelson, Susan B. Nelson, NLC, 2300 NRC and GP Credit, and each of their past,
present and future partners, shareholders, members, constituents, parent
corporations, affiliated companies, and each of their respective successors,
assigns, representatives, affiliates, agents, officers, directors, employees,
designees, licensees, insurers, and attorneys from any and all causes of action,
whether at law or in equity, and any and all debts, liens, security interests,
contracts (whether oral or written, express or implied), agreements, promises,
liability, guaranties, claims, demands, damages, loss, costs or expenses
(including reasonable attorney's fees) of any nature whatsoever, whether known
or unknown, suspected or unsuspected, fixed or contingent, arising from the
beginning of time to the execution of this Agreement, including but not limited
to

claims which were or could have been asserted in the Tennessee Litigation or the
Other Litigation.

      7. NO ADMISSION OF LIABILITY. Neither the execution of this Agreement by
any of the Parties nor any provision of this Agreement shall in any way be
deemed or construed to be an admission on the part of any Party of liability to
any other with respect to any matter of dispute among the Parties which is the
subject of this Agreement. The payment of monies by any Party herein to the
other, pursuant to this Agreement, does not constitute an admission of any act
or omission by any Party herein. Furthermore, all Parties acknowledge that the
compromise reflected in this Agreement has been made solely for the purpose of
avoiding costly and protracted litigation between the Parties and is made for
the benefit of all Parties.

      8. REPRESENTATIONS/ WARRANTIES.

      8.1 Each Party to this Agreement represents that it has been represented
by and has relied upon counsel of its own choosing in the negotiation and the
preparation of this Agreement, and that each has read this Agreement, and has
had its contents fully explained by their counsel and each is fully aware of and
understands all of its terms and the legal consequences thereof.

      8.2 Metric and Susan B. Nelson each warrant that it/she is the sole and
exclusive owner of claims for which it/she is granting releases herein, and that
the claims have not been assigned in whole or in part to any third party.

      8.3 Nelson, NLC, 2300 and NRC and GP Credit each warrant and represent
that, except for the claim of ORL to ownership of the claims asserted in the
Tennessee Action (which claim of ownership is disputed), GP Credit is the sole
and exclusive owner of claims for which Nelson, NLC, 2300 NRC and GP Credit are
granting releases herein, and that the claims have not been assigned in whole or
in part to any third party.

      8.4 Nelson, Susan B. Nelson, NLC, 2300 and NRC and GP Credit further
warrant and represent that they have no knowledge of any claims by third parties
to any ownership of or interest in any of the claims for which they are granting
releases herein, except for the claim of ORL to ownership of the claims asserted
in the Tennessee Action.

      8.5 Each Party to this Agreement covenants that it will not in the future
commence, maintain or prosecute or cause to be commenced, maintained or
prosecuted or voluntarily assist or participate in the commencement, maintenance
or prosecution of any complaint, charge, action, suit or proceeding of any kind
based in whole or in part on any claims that are released herein.

      8.6 Each individual signatory to this Agreement warrants and represents
that he is duly authorized to execute this Agreement on behalf of the business
entity for which he signs.

      9. MISCELLANEOUS PROVISIONS.

      9.1 This Agreement is executed and delivered within the State of Tennessee
and the rights, duties and obligations of the Parties hereunder shall be
construed and enforced in accordance with the laws of the State of Tennessee
applicable to such agreements.

      9.2 This Agreement constitutes the entire agreement and understanding
between the Parties to this Agreement concerning the subject matter hereof,
including, but not limited to, the Tennessee Action and the Other Litigation,
and supersedes and replaces all prior negotiations, proposed agreements and
agreements written and oral related thereto.

      9.3 Each Party to this Agreement acknowledges that neither it nor any
agent on its behalf has been made any promises, representations or warranties
whatsoever, expressed or implied, which are not contained herein concerning the
subject matter hereof, to induce that Party to execute this Agreement. Each
signatory acknowledges that he has not executed this

Agreement in reliance on any such promise, representation or warranty which is
not contained herein.

      9.4 Each Party signing this Agreement hereby acknowledges that this
Agreement covers all claims, injuries and damages whatsoever, known or unknown,
foreseen or unforeseen, including indemnity claims, that such Party has been
advised by legal counsel about, is familiar with and understands the provisions
of laws such as California Civil Code Section 1542 which provides that "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR," and
that such Party waives the protections of that statute and all similar laws and
legal principles.

      9.5 This Agreement shall be binding upon and inure to the benefit of the
Parties, and their respective heirs, representatives, successors and assigns.

      9.6 This Agreement may be executed in counterpart and the execution by the
Parties of separate counterparts of this Agreement shall be deemed to be
execution of a single agreement by all Parties hereto.

      9.7 Each Party hereto agrees that he/it shall, with reasonable promptness
and diligence, execute any and all other or additional documentation, if any,
which may be reasonably required to carry out, implement or complete the terms,
conditions and provisions of this Agreement.

      9.8 This agreement shall be of no force or effect unless it is executed by
Metric within one (1) business day following its execution by the other Parties
hereto.

      9.9 Neither the releases contained in paragraphs 5 and 6 herein nor the
obligation to dismiss certain actions contained in paragraph 4 herein shall be
effective until Metric makes the payment required by paragraph 3 herein.

                            (Signatures on next page)

      WITNESS our hands this 12th day of November, 2004.

                                 /s/ Kenneth E. Nelson
                                 ---------------------------------
                                 Kenneth E. Nelson, Individually

                                 /s/ Susan B. Nelson
                                 ---------------------------------
                                 Susan B. Nelson, Individually

                                 NASHVILLE LODGING COMPANY

                                 By:  /s/ Kenneth E. Nelson
                                 ---------------------------------
                                 Kenneth E. Nelson

                                 NASHVILLE RESIDENCE
                                 CORPORATION

                                 By: /s/ Kenneth E. Nelson
                                 ---------------------------------
                                 Kenneth E. Nelson

                                 2300 ELM HILL PIKE, INC.

                                 By:/s/ Kenneth E. Nelson
                                 ---------------------------------
                                  Kenneth E. Nelson

                                 GP CREDIT CO., LLC,

                                 By: /s/ Susan B. Nelson
                                 ---------------------------------
                                 Susan B. Nelson, its Manager

                                 METRIC PARTNERS GROWTH SUITE
                                 INVESTORS, L.P., a California limited
                                 partnership

                                 By: METRIC REALTY, an Illinois general
                                     partnership, its managing general partner

                                     By: SSR REALTY ADVISORS, INC.,
                                         a Delaware corporation, its managing
                                         partner

                                     By:  /s/ Fred Lieblich  (executed effective
                                        --------------------    11/15/04)
                                     Its: President and CEO

                                    EXHIBIT A

                IN THE CHANCERY COURT FOR THE STATE OF TENNESSEE
                  TWENTIETH JUDICIAL DISTRICT, DAVIDSON COUNTY
                                  AT NASHVILLE

ORLANDO   RESIDENCE, LTD.,            )
                                      )
Plaintiff,                            )
                                      )
v.                                    )
                                      )
NASHVILLE LODGING COMPANY,            )
NASHVILLE RESIDENCE CORP., KENNETH    )
E.NELSON, and METRIC PARTNERS         )
GROWTH SUITE INVESTORS, L.P.,         )
                                      )
Defendants,                           )
                                      )
and                                   )
                                      )
METRIC PARTNERS GROWTH SUITE          )
INVESTORS, L.P.,                      )
                                      )
      Third-Party Plaintiff,          )
                                      )         Case No. 92-3086-III
v.                                    )
                                      )
2300 ELM HILL PIKE, INC. and MITCHELL )
A. ANDERSON,                          )
                                      )
Third-Party Defendants.               )


                                  AGREED ORDER

      As evidenced by the signatures of their respective counsel set forth
below, the parties to this action have agreed as follows:

      1. In its Memorandum and Order filed August 15, 2001, this Court appointed
a Receiver to conserve the proceeds of a chose in action filed by defendant
Nashville Lodging Company ("NLC") to satisfy the Judgment filed September 25,
2000 in this action. The chose in

action for which the Receiver was appointed are claims asserted by NLC in a
lawsuit filed in the Chancery Court for Davidson County, Tennessee, styled
Nashville Lodging Company v. Metric Partners Growth Suite Investors, L.P., et
al., Case No. 94-1911-I (the "Metric Action"). The Court's Memorandum and Order
appointing the Receiver was modified by an Order filed March 31, 2004.

      2. The Memorandum and Order directed the Receiver to take possession of
any proceeds from the Metric Action payable to NLC and/or Kenneth Nelson and to
deposit them into registry of this Court. The Order further enjoined the
defendants from taking any action to interfere with the Receiver's receipt and
collection of any settlement proceeds.

      3. On September 3, 2002, the Court entered a final order in the Metric
Action in which the plaintiffs therein waived all claims to recover damages that
had not been previously adjudicated by the trial court. The final order was
later affirmed by the Tennessee Court of Appeals, and the plaintiffs have filed
an application for permission to appeal to the Tennessee Supreme Court pursuant
to Tenn. R. App. P. 11.

      4. The parties to the Metric Action, including defendant NLC, have reached
a compromise and settlement of the claims asserted in the Metric Action, and any
and all claims between the parties. The parties to this action have agreed that
the proceeds of the settlement may be deposited with the U.S. District Court for
the Eastern District of Wisconsin in a related case styled, Orlando Residence,
Ltd. v. GP Credit Co., et al., Case No. 04-C-439.

      5. The settlement of the Metric Action and the entry of this Agreed Order
will obviate any further need for the services of the Receiver appointed by the
Court in its order of August 15, 2001.

      IT IS THEREFORE ORDERED and ADJUDGED as follows:

      1. The Court's Memorandum and Order of August 15, 2001, as modified by
Order filed March 31, 2004, is modified to permit the proceeds of the settlement
of the Metric Action to be deposited into the clerk of the District Court for
the Eastern District of Wisconsin in accordance with the parties' agreement.

      2. The Receiver appointed by this Court in its August 15, 2001 order is
discharged from any further duties or responsibilities in connection with this
case.

      3. The Receiver is directed to present a final statement for services
rendered to ORL within thirty (30) days of the filing of this Agreed Order,
which statement shall be promptly paid.



                                          -------------------------------------
                                          Ellen Hobbs Lyle, Chancellor


SUBMITTED FOR APPROVAL:

BOULT CUMMINGS CONNERS & BERRY, PLC


By:_______________________________
   Eugene N. Bulso (Sup. Ct. No. 12005)
   414 Union Street, Suite 1600
   Nashville, TN  37219
   Telephone:  (615) 252-2360
   Attorneys for Plaintiff

GREENEBAUM DOLL & MCDONALD PLLC


By: ___________________________
   H. Buckley Cole (Sup. Ct. No. 11811)
   3102 West End Avenue
   700 Two American Center
   Nashville, TN  37203
   Telephone: (615) 760-7130
   Attorneys for Defendants

                             CERTIFICATE OF SERVICE

      The undersigned hereby certifies that a true and correct copy of the
foregoing document has been sent via first class U.S. mail, postage prepaid, to
Brian S. Jackson, Miller & Martin, 1200 One Nashville Place, 150 Fourth Avenue
North, Nashville, Tennessee 37219, on this the _____ day of November, 2004.


                                                   ----------------------------
                                                   Eugene N. Bulso, Jr.

                                    EXHIBIT B

                       IN THE UNITED STATES DISTRICT COURT
                     FOR THE EASTERN DISTRICT OF WISCONSIN

                                            )
ORLANDO RESIDENCE, LTD.,                    )
                                            )
         Plaintiff,                         )
                                            )
v.                                          )        Civil Action No. 04-C-439
                                            )
GP CREDIT CO., LLC, KENNETH NELSON,         )
SUSAN NELSON and HAYVENHURST                )
PENSION & PROFIT SHARING PLAN,              )
                                            )
         Defendants.                        )


                AGREED ORDER ALLOWING DEPOSIT OF FUNDS INTO COURT

      As evidenced by the signatures of their respective counsel set forth
below, the parties to this action have agreed as follows:

      1. On August 15, 2001, the Chancery Court for Davidson County, Tennessee,
appointed a Receiver to conserve the proceeds of a chose in action filed by
Nashville Lodging Company ("NLC") to satisfy a judgment entered by that court in
a case styled Orlando Residence, Ltd. v. Nashville Lodging Company, et al.,
Civil Action No. 92-3086-III. By Order filed March 31, 2004, the Court modified
the Memorandum and Order appointing the Receiver.

      2. The chose in action for which the Receiver was appointed consisted of
claims asserted by NLC a lawsuit filed in the Chancery Court for Davidson
County, Tennessee, styled, Nashville Lodging Company v. Metric Partners Growth
Suite Investors, L.P., et al., Civil Action No. 94-1911-I (the "Metric Action").

      3. The parties to the Metric Action have reached a compromise and
settlement of the claims asserted in the Metric Action and any and all other
claims between the parties thereto.

The parties to this action have agreed that the proceeds of the settlement may
be deposited with this Court so that the competing claims to said proceeds can
be adjudicated in this court.

      IT IS ACCORDINGLY ORDERED, ADJUDGED AND DECREED as follows:

      1. The clerk of the court is directed to accept a deposit in the amount of
$150,000.00, which amount represents the proceeds of the settlement hereinabove
described.

      2. The funds shall be deposited into an interest-bearing account or
invested in an interest-bearing instrument approved by the Court.

      3. The funds shall not be disbursed except by order of this Court.


                                                     ---------------------------
                                                     U.S. District Court Judge

APPROVED FOR ENTRY:


- ---------------------------------------
Eugene N. Bulso
BOULT CUMMINGS CONNERS & BERRY,
PLC
414 Union Street, Suite 1600
Nashville, TN 37219
Telephone:  (615) 252-2360
Attorneys for Plaintiff



- ---------------------------------------
Gary A. Ahrens
MICHAEL BEST & FRIEDRICH, LLP
100 East Wisconsin Avenue, Suite 3300
Milwaukee, WI 53202
Phone: (414) 271-6560
Attorneys for Defendants

EX-99.1

SSR REALTY ADVISORS, INC.           EXHIBIT 99.1
10 Park Avenue
Morristown, NJ 07962                                               (SSR LOGO)
Tel 973-355-4000 Fax 973-355-4699




For Immediate Release                                   Contact: Linda Berry
                                                        973-355-4568


                     METRIC PARTNERS GROWTH SUITE INVESTORS

                         ANNOUNCES LITIGATION SETTLEMENT


MORRISTOWN, NJ November 15, 2004 -- Metric Partners Growth Suite Investors, L.P.
("GSI") today announced that it had agreed to settle all litigation and claims
between it and Kenneth E. Nelson and certain related parties. The terms of the
settlement require GSI to deposit $150,000 into court, conditioned upon either
entry of court orders permitting such deposit or, alternatively, the election of
Mr. Nelson to permit payment of the settlement funds to a court-appointed
receiver in the absence of such orders. If this condition is not met by December
15, 2004, the settlement will be null and void. If the settlement does become
effective, all pending litigation between GSI and its affiliates and Mr. Nelson
and his affiliates will be terminated and the parties will exchange general
releases of all known and unknown claims.

No party to the settlement admitted any liability to any other party and all
parties acknowledged that the settlement was entered into solely to avoid costly
and protracted litigation.

No assurance can be given that the settlement will become effective.

GSI formerly owned and operated extended stay hotel properties in several
states, but now owns no assets other than cash. It has approximately 4,000 unit
holders and its Managing General Partner is a subsidiary of SSR Realty Advisors,
Inc., a provider of real estate investment management advisory services
headquartered in Morristown, New Jersey.