AGREEMENT OF PURCHASE AND SALE

                             THIS   AGREEMENT   OF   PURCHASE   AND  SALE  (this
         "Agreement")  is  made on this 17 day of  March  1998  (the  "Execution
         Date"),  by and between  HENDERSON'S  WHARF  BALTIMORE L.P., a Delaware
         limited partnership ("Seller") and JOSEPH V. BRADY, a Maryland resident
         ("Buyer"),.

                                   Background

                          Seller is the owner of  Condominium  Unit No. 610 (the
                    "Unit") in The Residences  and Inn at  Henderson's  Wharf, a
                    Condominium   (the   "Condominium"),   together   with   all
                    appurtenances  and  advantages  thereunto  pertaining,   and
                    Parking  Unit No.  P-70  and  Parking  Unit No.  P-71 and an
                    undivided percentage interest in the common elements, common
                    expenses and common profits in the condominium  regime,  and
                    together  with  all  appliances,   fixtures,  equipment  and
                    personalty   located   in  the   Unit   (collectively,   the
                    "Property").

                          Buyer is the owner of  Condominium  Unit No.  422 (the
                    "Exchange  Unit")  in the  Condominium,  together  with  all
                    appurtenances  and  advantages  thereunto  pertaining,   and
                    Parking  Unit No.  P-45  and  Parking  Unit No.  P-46 and an
                    undivided percentage interest in the common elements, common
                    expenses and common profits in the condominium  regime,  and
                    together  with  all  appliances,   fixtures,  equipment  and
                    personalty located in the Exchange Unit  (collectively,  the
                    "Exchange Property").

                          Seller desires to sell and convey to Buyer,  and Buyer
                    desires to purchase from Seller, the Property upon the terms
                    and conditions set forth in this Agreement.

                                   Agreements

                    NOW, THEREFORE, in consideration of the mutual covenants and
        agreements set forth in this  Agreement,  and of other good and valuable
        consideration,   the  receipt  and   sufficiency  of  which  are  hereby
        acknowledged, Seller and Buyer agree as follows:

                    1.  PURCHASE AND SALE.  On the Closing Date (as  hereinafter
        defined),  Seller  shall  sell and  convey  to Buyer,  and  Buyer  shall
        purchase from Seller, the Property.

                    2.    PURCHASE PRICE AND PAYMENT.

                    (a) The  purchase  price  for the  Property  (the  "Purchase
  Price")  shall be the payment from Buyer to Seller of One Hundred  Thirty Five
  Thousand Dollars  ($135,000.00) and the conveyance from Buyer to Seller of the
  Exchange Unit.


                    (b)  The  Purchase  Price  shall  be  paid  at  Closing  (as
                    hereinafter defined)
 as
 follows:

                          (i) the  payment  from Buyer to Seller of One  Hundred
  Thirty Five  Thousand  Dollars  ($135,000.00)  by bank wire,  title company or
  cashier's check; and

                          (ii)  the   conveyance  by  Buyer  to  Seller  of  the
  Exchange Unit, in accordance with the terms and conditions of this Agreement.

              3.    POSSESSION;  RISK OF LOSS.

                    (a) At Closing,  Seller shall deliver to Buyer possession of
  the Property in "AS IS"  condition,  free of any and all tenancies  created by
  Seller.

                    (b) The risk of loss and damage to the  Property  shall pass
                    to Buyer at
 Closing.

                    (c) At Closing,  Buyer shall deliver to Seller possession of
  the  Exchange  Property in "AS IS"  condition,  free of any and all  tenancies
  created by Buyer.

                    (d) The risk of loss and  damage  to the  Exchange  Property
                    shall pass to
  Seller at
  Closing.

              4. TITLE.

                    (a)  Fee  simple  title  in  and to the  Property  shall  be
  marketable,  insurable  at standard  rates on an ALTA Form B policy of owner's
  title  insurance,  and free  and  clear of all  liens,  encumbrances,  leases,
  easements,  covenants,  conditions and restrictions,  except for those matters
  shown on the title report attached hereto as Exhibit A and incorporated herein
  by reference  (collectively,  the "Permitted Property  Exceptions").  From and
  after the  Execution  Date  Seller  shall not do or cause to be done  anything
  which will affect the status of title of the Property.

                    (b) Fee simple title in and to the Exchange  Property  shall
  be marketable, insurable at standard rates on an ALTA Form B policy of owner's
  title  insurance,  and free  and  clear of all  liens,  encumbrances,  leases,
  easements,  covenants,  conditions and restrictions,  except for those matters
  shown on the title report attached hereto as Exhibit B and incorporated herein
  by reference  (collectively,  the "Permitted  Exchange Property  Exceptions").
  From and  after  the  Execution  Date  Buyer  shall not do or cause to be done
  anything which will affect the status of title of the Exchange Property.

              5.  SELLER'S  REPRESENTATIONS  AND  WARRANTIES.  Seller  makes the
  following representations and warranties to Buyer, each of which shall be true
  and correct on the  Execution  Date and on the Closing Date and shall  survive
  the Closing:

                   (a) The execution  and delivery of this  Agreement by Seller,
 and the performance by Seller of all terms and conditions  contained herein, do
 not violate the ten-ns of, are not in conflict with, and will not result in the
 breach of or default under (i) any agreement, commitment,  obligation, contract
 or  instrument  under which Seller or the Property is bound or affected or (ii)
 any law,  rule,  regulation  or court order by which the  Property or Seller is
 affected.

                   (b)  As  of  the  Execution  Date,  all  taxes,  assessments,
 condominium fees or other charges affecting or pertaining to the Unit have been
 paid in full.
<PAGE>

              6.  BUYER'S  REPRESENTATIONS  AND  WARRANTIES.   Buyer  makes  the
  following  representations  and  warranties to Seller,  each of which shall be
  true and  correct  on the  Execution  Date and on the  Closing  Date and shall
  survive the Closing:

                   (a) The  execution  and delivery of this  Agreement by Buyer,
 and the performance by Buyer of all terns and conditions  contained  herein, do
 not violate the terms of, are not in conflict  with, and will not result in the
 breach of or default under (i) any agreement, commitment,  obligation, contract
 or instrument  under which Buyer or the Exchange  Property is bound or affected
 or (ii) any law, rule, regulation or court order by which the Exchange Property
 or Buyer is affected.

                   (b)  As  of  the  Execution  Date,  all  taxes,  assessments,
 condominium fees or other charges  affecting or pertaining to the Exchange Unit
 have been paid in full.

             7.    CONDITIONS PRECEDENT TO CLOSING.

                   (a) The obligation of Buyer to purchase the Property pursuant
 to this  Agreement  shall be  expressly  conditioned  upon and  subject  to the
 satisfaction (or written waiver by Buyer) of each of the following conditions:

                        (i)   Each of the representations and warranties of
 Seller contained in section 5 shall be true as of the Closing Date;

                          (ii)  Seller  shall  not be in  default  of any of its
                          obligations under
  this Agreement;
  and

                          (iii) The current tenant (as of the Execution Date)
 of the Exchange  Unit elects not to exercise its right to purchase the Exchange
 Unit pursuant to the provisions of Article 13,  Sections 46-55 of the Baltimore
 City Code (1976 Edition, as amended).

                   If any  one or  more of  such  conditions  precedent  are not
 satisfied (or the satisfaction thereof is not waived in writing by Buyer) as of
 the Closing Date, then Buyer shall have the right, at its option,  to terminate
 this  Agreement by written notice  thereof to Seller,  and  thereafter  neither
 party shall have any further liability or obligation hereunder.

                   (b) The obligation of Seller to sell the Property pursuant to
 this  Agreement  shall  be  expressly  conditioned  upon  and  subject  to  the
 satisfaction (or written waiver by Seller) of each of the following conditions:

                          (i)   Each of the representations and warranties
  contained in section 6 shall be true as of the Closing Date;

                          (ii)  Buyer  shall  not  be in  default  of any of its
                          obligations under this Agreement; and

                          (iii) The current tenant (as of the Execution Date)
 of the Exchange  Unit elects not to exercise its right to purchase the Exchange
 Unit pursuant to the provisions of Article 13, Sections 46-5 5 of the Baltimore
 City Code (1976 Edition, as amended).

                   If any  one or  more of  such  conditions  precedent  are not
 satisfied (or the  satisfaction  thereof is not waived in writing by Seller) as
 of the Closing  Date,  then  Seller  shall have the right,  at its  option,  to
 terminate this  Agreement by written  notice  thereof to Buyer,  and thereafter
 neither party shall have any further liability or obligation hereunder.

<PAGE>

              8.    CLOSING; CLOSING COSTS; ADJUSTMENTS.

(a) The  consummation  of the  transactions  contemplated by this Agreement (the
  "Closing") shall take place at the offices of Neuberger,  Quinn, Gielen, Rubin
  & Gibber, P.A., 27th Floor, One South Street, Baltimore, Maryland 21202, or at
  such other location in Baltimore City  designated by Buyer,  on March 17, 1998
  at a time  designated  by  Buyer  ("Closing  Date").  If the  Closing  Date as
  provided herein falls on a Saturday, Sunday or legal holiday, then the Closing
  Date shall be extended to the next day which is a business day.

                    (b) Buyer  shall pay the costs of  examination  of title and
 title  insurance  premiums  for the  Property.  Seller  shall  pay the costs of
 examination of title and title insurance premiums for the Exchange Property.
 Each party shall pay its own attorneys' fees.

                    (c) All condominium fees, all taxes, general or special, and
 all other public and governmental  charges or assessments  against the Property
 which  are or may be  payable  on an  annual or  semi-annual  basis  (including
 metropolitan  and other benefit  charges,  assessments,  liens or encumbrances)
 shall be adjusted and  apportioned  as of the Closing and are to be assumed and
 paid thereafter by Buyer, whether or not the assessments have been levied as of
 the Closing.

                    (d) All condominium fees, all taxes, general or special, and
 all other public and governmental  charges or assessments  against the Exchange
 Property  which  are  or may be  payable  on an  annual  or  semi-annual  basis
 (including  metropolitan  and  other  benefit  charges,  assessments,  liens or
 encumbrances) shall be adjusted and apportioned as of the Closing and are to be
 assumed and paid thereafter by Seller, whether or not the assessments have been
 levied as of the Closing.

                    (e) All  water and sewer  bills  for the  Property  shall be
 adjusted  as of the Closing  based on prior  bills and all gas and/or  electric
 bills  shall be  adjusted  as of the  Closing  based on meter  reading or prior
 bills.

                    (f) All  water and sewer  bills  for the  Exchange  Property
 shall be  adjusted  as of the  Closing  based on prior bills and all gas and/or
 electric  bills shall be adjusted as of the Closing  based on meter  reading or
 prior bills.

              9.    RECORDATION AND TRANSFER TAXES, OTHER COSTS.

                   (a)  SECTION  14-104  OF THE  REAL  PROPERTY  ARTICLE  OF THE
 ANNOTATED CODE OF MARYLAND  PROVIDES THAT,  UNLESS OTHERWISE  NEGOTIATED IN THE
 CONTRACT OR PROVIDED BY STATE OR LOCAL LAW, THE COST OF ANY  RECORDATION TAX OR
 STATE OR LOCAL TRANSFER TAX SHALL BE SHARED  EQUALLY BY BUYER AND SELLER.  This
 statement is provided for  informational  purposes only.  Except as provided in
 subsection  (b)  below,  Seller  shall  pay the total  cost of all  documentary
 stamps,  recordation  taxes and transfer taxes imposed upon the transfer of the
 Property and the Exchange Property.

                    (b)  This  subsection  applies  if  Buyer  is  a  first-time
 Maryland home buyer who will reside in the  Property.  If there are two or more
 Buyers,  then each Buyer  must be someone  who is a  first-time  Maryland  home
 buyer,  or someone who will not occupy the house as a principal  residence  and
 who is a co-maker or  guarantor  of a purchase  money deed of trust or mortgage
 for the benefit of the first-time  Maryland home buyer. A "first-time  Maryland
 home buyer"  means an  individual  who has never owned in the State of Maryland
 residential real property that has been his or her principal residence. Section
 14-104 of the Real Property Article of the Annotated Code of Maryland  provides
 that:

<PAGE>

                    (i)   Buyer's portion of the State transfer tax is waived;

                    (ii)  State  transfer  tax will be  reduced  to 0.25% of the
                    sales price of the
 property;

                    (iii) the entire  amount of the State  transfer tax shall be
 paid by Seller; and

                    (iv) the entire amount of recordation tax and local transfer
  tax shall be paid by Seller unless there is an express agreement between Buyer
  and Seller that the  recordation  tax and local  transfer tax will not be paid
  entirely by Seller.  In this  Agreement,  the parties  agree that the costs of
  transfer tax and recordation tax shall be paid by Seller.

                        check if first-time Maryland Home
                          Buyer.

              10.   DEFAULT.

                   (a) If Buyer  shall  have  fully  performed  its  obligations
 hereunder and Seller  breaches this Agreement or otherwise  fails to perform or
 observe any of the  covenants  or  obligations  to be  performed or observed by
 Seller hereunder, or if any of Seller's representations or warranties hereunder
 is  incorrect or untrue as of the Closing  Date,  Buyer shall have the right to
 (i)  enforce  Buyer's  right of specific  performance,  (ii) bring suit for all
 damages suffered by reason of Seller's action or inaction, and/or (iii) enforce
 any and all other remedies available to Buyer at law or in equity.

                   (b) If Seller  shall have  fully  performed  its  obligations
 hereunder and Buyer  breaches this  Agreement or otherwise  fails to perform or
 observe any of the  covenants or  obligations  to be  perforined or observed by
 Buyer  hereunder,  Seller shall have the right to (i) enforce Seller's right of
 specific  performance,  (ii) bring suit for all  damages  suffered by reason of
 Buyer's  action or inaction,  and/or (iii)  enforce any and all other  remedies
 available to Seller at law or in equity.

              11.   CLOSING DOCUMENTS.

                   (a) At Closing, Seller and Buyer shall execute and deliver to
 the closing officer or title company  representative  a special  warranty deed,
 with covenants of further assurances,  in the form attached hereto as Exhibit C
 and  incorporated  herein  by  reference,  conveying  fee  simple  title to the
 Property to Buyer free and clear of all liens, encumbrances, leases, easements,
 covenants,  conditions,  restrictions and other title exceptions other than the
 Permitted Property  Exceptions,  and conveying fee simple title to the Exchange
 Property  to  Seller  free  and  clear  of  all  liens,  encumbrances,  leases,
 easements, covenants, conditions, restrictions and other title exceptions other
 than the Permitted Exchange Property Exceptions.

                   (b) On the  Closing  Date,  Seller and Buyer  shall  execute,
 acknowledge  and deliver,  as  appropriate,  all additional  documents that may
 reasonably be necessary or appropriate to carry out the provisions hereof.

                    (c) On the  Closing  Date,  Buyer  shall  pay  the  monetary
 portion of the Purchase Price.

<PAGE>

              12.  OPERATIONS  PENDING CLOSING.  From and after the dates listed
  below, the parties shall perform as follows:

                   (a) From and after the Execution Date,  Seller shall promptly
 furnish to Buyer  copies of any and all notices or  communications  that Seller
 receives from (1) any  governmental or  quasi-governmental  entities,  (ii) any
 other  body  having  jurisdiction  with  respect  to the use and  occupancy  or
 physical  condition  of  the  Property,   and/or  (iii)  any  other  notice  or
 communication relating to the Property.

                   (b) From and after the Execution Date,  Seller shall promptly
 furnish to Buyer  written  notice of any event or condition  that causes or may
 tend to cause a change in the facts relating to, or the accuracy,  completeness
 or truth of, any of the representations,  warranties,  covenants, or any of the
 information provided herein.

                   (c) From and after the  Execution  Date,  neither  Seller nor
 Seller's agents, affiliates or employees shall sell, offer for sale, permit the
 use of,  negotiate  with  respect to, or otherwise  deal in the sale,  lease or
 other transfer of the Property or any interest therein.

                   (d) From and after the Execution  Date,  Buyer shall promptly
 furnish to Seller  copies of any and all notices or  communications  that Buyer
 receives from (i) any  governmental or  quasi-governmental  entities,  (ii) any
 other  body  having  jurisdiction  with  respect  to the use and  occupancy  or
 physical condition of the Exchange  Property,  and/or (iii) any other notice or
 communication relating to the Exchange Property.

                   (e) From and after the Execution  Date,  Buyer shall promptly
 furnish to Seller  written  notice of any event or condition that causes or may
 tend to cause a change in the facts relating to, or the accuracy,  completeness
 or truth of, any of the representations,  warranties,  covenants, or any of the
 information provided herein.

                   (f) From and  after the  Execution  Date,  neither  Buyer nor
 Buyer's agents,  affiliates or employees shall sell, offer for sale, permit the
 use of,  negotiate  with  respect to, or otherwise  deal in the sale,  lease or
 other transfer of the Exchange Property or any interest therein.

              13.  BROKERAGE.  Each party  represents  and warrants to the other
  that it has dealt  with no agent,  broker  or finder in  connection  with this
  Agreement, and each party shall indemnify,  defend and save harmless the other
  from and  against  any loss,  cost,  damage or expense  (including  reasonable
  attorneys' fees) arising from a breach of such representation or warranty.

              14. NOTICES.  All notices  hereunder shall be in writing and shall
  be (i) delivered via commercial  messenger  delivery  service with same day or
  overnight  receipted  delivery,  or (ii) mailed,  registered or certified U.S.
  mail,  return receipt  requested,  first class postage  prepaid,  and shall be
  addressed as follows:

              If to Seller:     Henderson's Wharf Baltimore L.P.
                                c/o Claremont Management Corp.
                                Batterymarch Park II
                                Quincy, MA 02169
                                ATTN: Charles Intravaia
                                Telecopy No. (617) 472-3670

<PAGE>


              With a copy to:  Richard Rubin, Esquire
                               Neuberger, Quinn, Gielen,Rubin & Gibber, P.A.
                           Commerce Place, 27th Floor
                               One South Street
                         Baltimore, Maryland 21202-3201
                           Telecopy No. (410) 332-8594

              If to Buyer:     Dr. and Mrs. Joseph Brady
                               Unit 610
                               The Residences and Inn at Henderson's Wharf
                               1000 Fell Street
                            Baltimore, Maryland 21231

 Notices that are delivered by commercial  messenger  shall be deemed  effective
 upon delivery to the commercial messenger.  Notices that are sent by registered
 or certified  mail shall be deemed  delivered and effective the day the same is
 deposited  in the U.S.  mails.  Each party may change its  address or  telecopy
 number by giving  written notice as provided  above.  All notices shall also be
 sent via  telecopy to the number set forth above on the same day as such notice
 is deposited with the messenger or U.S. Post Office.

              15. RESALE  NOTICE.  SELLER IS REQUIRED BY LAW TO FURNISH TO BUYER
  NOT LATER THAN  FIFTEEN  (15) DAYS PRIOR TO THE  CLOSING  CERTAIN  INFORMATION
  CONCERNING  THE  CONDOMINIUM  WHICH IS  DESCRIBED IN ss.11-135 OF THE MARYLAND
  CONDOMINIUM ACT. THIS INFORMATION MUST INCLUDE AT LEAST THE FOLLOWING:

                    (I)   A COPY OF THE DECLARATION (OTHER THAN THE
 PLATS);

                    (II)  A COPY OF THE BYLAWS;

                    (III) A COPY OF THE RULES AND REGULATIONS OF THE
  CONDOMINIUM;

                    (IV)  A CERTIFICATE CONTAINING:

                         (1)  A   STATEMENT   DISCLOSING   THE   EFFECT  ON  THE
 PROPOSED  CONVEYANCE  OF ANY RIGHT OF FIRST  REFUSAL OR OTHER  RESTRAINT ON THE
 FREE  ALIENABILITY  OF THE UNIT,  OTHER THAN ANY RESTRAINT  CREATED BY THE UNIT
 OWNER;

                         (2)  A STATEMENT  OF THE AMOUNT OF THE  MONTHLY  COMMON
 EXPENSE  ASSESSMENT  AND  ANY  UNPAID  COMMON  EXPENSE  OR  SPECIAL  ASSESSMENT
 CURRENTLY DUE AND PAYABLE FROM THE SELLING UNIT OWNER;

                          (3)  A STATEMENT OF ANY OTHER FEES PAYABLE BY THE
 UNIT OWNERS TO THE COUNCIL OF UNIT OWNERS;

                         (4)  A STATEMENT OF ANY CAPITAL  EXPENDITURES  APPROVED
 BY THE COUNCIL OF UNIT OWNERS OR ITS  AUTHORIZED  DESIGNEE  PLANNED AT THE TIME

<PAGE>

 OF THE  CONVEYANCE  WHICH ARE NOT  REFLECTED  IN THE CURRENT  OPERATING  BUDGET
 INCLUDED IN THE CERTIFICATE;

                         (5)  THE  MOST  RECENTLY  PREPARED  BALANCE  SHEET  AND
 INCOME AND EXPENSE STATEMENT, IF ANY, OF THE CONDOMINIUM;

                     (6) THE CURRENT OPERATING BUDGET OF THE
  CONDOMINIUM, INCLUDING DETAILS CONCERNING THE AMOUNT OF THE RESERVE FUND FOR
  REPAIR AND REPLACEMENT OF ITS INTENDED USE, OR A STATEMENT THAT THERE IS NO
  RESERVE FUND;

                         (7)  A   STATEMENT   OF  ANY   JUDGMENTS   AGAINST  THE
 CONDOMINIUM  AND THE  EXISTENCE  OF ANY  PENDING  SUITS TO WHICH THE COUNCIL OF
 UNIT OWNERS IS A PARTY;

                         (8)  A STATEMENT  GENERALLY  DESCRIBING  ANY  INSURANCE
 POLICIES  PROVIDED  FOR THE  BENEFIT  OF THE UNIT  OWNERS,  A  NOTICE  THAT THE
 POLICIES ARE  AVAILABLE FOR  INSPECTION  STATING THE LOCATION AT WHICH THEY ARE
 AVAILABLE,  AND A NOTICE THAT THE TERMS OF THE POLICY  PREVAIL OVER THE GENERAL
 DESCRIPTION;

                         (9)   A  STATEMENT  AS TO WHETHER  THE  COUNCIL OF UNIT
 OWNERS HAS KNOWLEDGE  THAT ANY  ALTERATION OR IMPROVEMENT TO THE UNIT OR TO THE
 LIMITED  COMMON  ELEMENTS  ASSIGNED TO THE UNIT  VIOLATES ANY  PROVISION OF THE
 DECLARATION, BYLAWS, OR RULES OR REGULATIONS;

                         (10) A  STATEMENT  AS TO  WHETHER  THE  COUNCIL OF UNIT
 OWNERS HAS  KNOWLEDGE  OF ANY  VIOLATION  OF THE HEALTH OR BUILDING  CODES WITH
 RESPECT TO THE UNIT, THE LIMITED COMMON  ELEMENTS  ASSIGNED TO THE UNIT, OR ANY
 OTHER PORTION OF THE CONDOMINIUM;

                         (11) A  STATEMENT   OF  THE   REMAINING   TERM  OF  ANY
 LEASEHOLD  ESTATE  AFFECTING THE CONDOMINIUM  AND THE PROVISIONS  GOVERNING ANY
 EXTENSION OR RENEWAL OF IT; AND

                         (12) A  DESCRIPTION  OF  ANY   RECREATIONAL   OR  OTHER
 FACILITIES WHICH ARE TO BE USED BY THE UNIT OWNERS OR MAINTAINED BY THEM OR THE
 COUNCIL OF UNIT  OWNERS,  AND A STATEMENT AS TO WHETHER OR NOT THEY ARE TO BE A
 PART OF THE COMMON ELEMENTS; AND

                   (V) A  STATEMENT  BY THE UNIT  OWNER AS TO  WHETHER  THE UNIT
 OWNER HAS KNOWLEDGE:
                         (1) THAT ANY  ALTERATION  TO THE UNIT OR TO THE LIMITED
 COMMON   ELEMENTS   ASSIGNED  TO  THE  UNIT   VIOLATES  ANY  PROVISION  OF  THE
 DECLARATION, BYLAWS, OR RULES AND REGULATIONS;

<PAGE>
                          (2) OF ANY  VIOLATION OF THE HEALTH OR BUILDING  CODES
  WITH  RESPECT  TO THE UNIT OR THE  LIMITED  COMMON  ELEMENTS  ASSIGNED  TO THE
  UNIT; AND
                          (3) THAT  THE UNIT IS  SUBJECT  TO AN  EXTENDED  LEASE
  UNDER ss.11-137 OF THE MARYLAND CONDOMINIUM ACT OR UNDER LOCAL LAW, AND IF SO,
  A COPY OF THE LEASE MUST BE PROVIDED.

              BUYER  WILL  HAVE  THE  RIGHT TO  CANCEL  THIS  AGREEMENT  WITHOUT
  PENALTY,  AT ANY TIME WITHIN SEVEN (7) DAYS FOLLOWING DELIVERY TO BUYER OF ALL
  OF THIS INFORMATION.  HOWEVER, AFTER THE CLOSING, BUYER'S RIGHT TO CANCEL THIS
  AGREEMENT IS TERMINATED.

              16. RESALE  NOTICE.  BUYER IS REQUIRED BY LAW TO FURNISH TO SELLER
  NOT LATER THAN  FIFTEEN  (15) DAYS PRIOR TO THE  CLOSING  CERTAIN  INFORMATION
  CONCERNING  THE  CONDOMINIUM  WHICH IS  DESCRIBED IN ss.11-135 OF THE MARYLAND
  CONDOMINIUM ACT. THIS INFORMATION MUST INCLUDE AT LEAST THE FOLLOWING:

                    (I)   A COPY OF THE DECLARATION (OTHER THAN THE
 PLATS);

                    (II)  A COPY OF THE BYLAWS;

                    (III) A COPY OF THE RULES AND REGULATIONS OF THE
  CONDOMINIUM;

                    (IV)  A CERTIFICATE CONTAINING:

                          (1) A   STATEMENT   DISCLOSING   THE   EFFECT  ON  THE
  PROPOSED  CONVEYANCE OF ANY RIGHT OF FIRST  REFUSAL OR OTHER  RESTRAINT ON THE
  FREE  ALIENABILITY OF THE UNIT,  OTHER THAN ANY RESTRAINT  CREATED BY THE UNIT
  OWNER;

                          (2) A STATEMENT  OF THE AMOUNT OF THE  MONTHLY  COMMON
  EXPENSE  ASSESSMENT  AND ANY  UNPAID  COMMON  EXPENSE  OR  SPECIAL  ASSESSMENT
  CURRENTLY DUE AND PAYABLE FROM THE SELLING UNIT OWNER;

                          (3)   A STATEMENT OF ANY OTHER FEES PAYABLE BY THE
  UNIT OWNERS TO THE COUNCIL OF UNIT OWNERS;

<PAGE>


                         (4)  A STATEMENT OF ANY CAPITAL  EXPENDITURES  APPROVED
 BY THE COUNCIL OF UNIT OWNERS OR ITS  AUTHORIZED  DESIGNEE  PLANNED AT THE TIME
 OF THE  CONVEYANCE  WHICH ARE NOT  REFLECTED  IN THE CURRENT  OPERATING  BUDGET
 INCLUDED IN THE CERTIFICATE;

                         (5)  THE  MOST  RECENTLY  PREPARED  BALANCE  SHEET  AND
 INCOME AND EXPENSE STATEMENT, IF ANY, OF THE CONDOMINIUM;

                         (6) THE CURRENT  OPERATING  BUDGET OF THE  CONDOMINIUM,
 INCLUDING  DETAILS  CONCERNING  THE AMOUNT OF THE  RESERVE  FUND FOR REPAIR AND
 REPLACEMENT OF ITS INTENDED USE, OR A STATEMENT THAT THERE IS NO RESERVE FUND;

                         (7)  A   STATEMENT   OF  ANY   JUDGMENTS   AGAINST  THE
 CONDOMINIUM  AND THE  EXISTENCE  OF ANY  PENDING  SUITS TO WHICH THE COUNCIL OF
 UNIT OWNERS IS A PARTY;

                         (8) A  STATEMENT  GENERALLY  DESCRIBING  ANY  INSURANCE
 POLICIES  PROVIDED  FOR THE  BENEFIT  OF THE UNIT  OWNERS,  A  NOTICE  THAT THE
 POLICIES ARE  AVAILABLE FOR  INSPECTION  STATING THE LOCATION AT WHICH THEY ARE
 AVAILABLE,  AND A NOTICE THAT THE TERMS OF THE POLICY  PREVAIL OVER THE GENERAL
 DESCRIPTION;

                         (9)  A  STATEMENT  AS TO  WHETHER  THE  COUNCIL OF UNIT
 OWNERS HAS KNOWLEDGE  THAT ANY  ALTERATION OR IMPROVEMENT TO THE UNIT OR TO THE
 LIMITED  COMMON  ELEMENTS  ASSIGNED TO THE UNIT  VIOLATES ANY  PROVISION OF THE
 DECLARATION, BYLAWS, OR RULES OR REGULATIONS;

                         (10) A  STATEMENT  AS TO  WHETHER  THE  COUNCIL OF UNIT
 OWNERS HAS  KNOWLEDGE  OF ANY  VIOLATION  OF THE HEALTH OR BUILDING  CODES WITH
 RESPECT TO THE UNIT, THE LIMITED COMMON  ELEMENTS  ASSIGNED TO THE UNIT, OR ANY
 OTHER PORTION OF THE CONDOMINIUM;

                         (11) A  STATEMENT   OF  THE   REMAINING   TERM  OF  ANY
 LEASEHOLD  ESTATE  AFFECTING THE CONDOMINIUM  AND THE PROVISIONS  GOVERNING ANY
 EXTENSION OR RENEWAL OF IT; AND

                         (12) A  DESCRIPTION  OF  ANY   RECREATIONAL   OR  OTHER
  FACILITIES  WHICH ARE TO BE USED BY THE UNIT OWNERS OR  MAINTAINED  BY THEM OR
  THE COUNCIL OF UNIT  OWNERS,  AND A STATEMENT AS TO WHETHER OR NOT THEY ARE TO
  BE A PART OF THE COMMON ELEMENTS; AND

                    (V) A  STATEMENT  BY THE UNIT OWNER AS TO  WHETHER  THE UNIT
  OWNER HAS KNOWLEDGE:

<PAGE>

                         (1)  THAT  ANY   ALTERATION  TO  THE  UNIT  OR  TO  THE
  LIMITED  COMMON  ELEMENTS  ASSIGNED TO THE UNIT  VIOLATES ANY PROVISION OF THE
  DECLARATION, BYLAWS, OR RULES AND REGULATIONS;

                         (2)  OF ANY  VIOLATION OF THE HEALTH OR BUILDING  CODES
  WITH RESPECT TO THE UNIT OR THE LIMITED COMMON ELEMENTS  ASSIGNED TO THE UNIT;
  AND

                         (3)  THAT  THE UNIT IS  SUBJECT  TO AN  EXTENDED  LEASE
  UNDER ss.11-137 OF THE MARYLAND CONDOMINIUM ACT OR UNDER LOCAL LAW, AND IF SO,
  A COPY OF THE LEASE MUST BE PROVIDED.

              SELLER  WILL  HAVE THE  RIGHT TO  CANCEL  THIS  AGREEMENT  WITHOUT
 PENALTY,  AT ANY TIME WITHIN SEVEN (7) DAYS FOLLOWING DELIVERY TO SELLER OF ALL
 OF THIS INFORMATION.  HOWEVER, AFTER THE CLOSING, SELLER'S RIGHT TO CANCEL THIS
 AGREEMENT IS TERMINATED.

              17.   DISCLOSURE/DISCLAIMER STATEMENT.

                   (a) Attached hereto as Exhibit D and  incorporated  herein by
 reference is a notice to Buyer advising Buyer of Buyer's rights under ss.10-702
 of the  Real  Property  Article  of  the  Annotated  Code  of  Maryland.  Buyer
 acknowledges receipt of, and has executed,  a copy of such notice.  Pursuant to
 the provisions of ss.10-702 of the Real Property  Article of the Annotated Code
 of Maryland,  Seller has  delivered to Buyer the written  residential  property
 disclaimer  statement on the form attached hereto as Exhibit E and incorporated
 herein by reference.

                   (b) Attached hereto as Exhibit D and  incorporated  herein by
 reference is a notice to Seller  advising  Seller of Seller's  rights under ss.
 10-702 of the Real Property  Article of the Annotated Code of Maryland.  Seller
 acknowledges receipt of, and has executed,  a copy of such notice.  Pursuant to
 the provisions of ss. 10-702 of the Real Property Article of the Annotated Code
 of Maryland,  Buyer has  delivered to Seller the written  residential  property
 disclaimer  statement on the form attached hereto as Exhibit E and incorporated
 herein by reference.

              18.   FIRPTA WITHHOLDING.

                   (a) At Closing, Seller shall provide Buyer with either (i) an
 affidavit in substantially  the form attached hereto as Exhibit F, stating that
 Seller is not a foreign  person (as that term is defined in Section 1445 of the
 Internal Revenue Code) and providing  Seller's tax  identification  number;  or
 (ii) a  "Qualifying  Statement"  as such term is defined by Section 1445 of the
 Internal Revenue Code.

                   (b) At Closing, Buyer shall provide Seller with either (i) an
 affidavit in substantially  the form attached hereto as Exhibit F, stating that
 Buyer is not a foreign  person (as that term is defined in Section  1445 of the
 Internal Revenue Code) and providing Buyer's tax identification number; or (ii)
 a  "Qualifying  Statement"  as such  term is  defined  by  Section  1445 of the
 Internal Revenue Code.

<PAGE>

              19.  BALTIMORE  CITY -  TENANT'S  RIGHT OF FIRST  REFUSAL.  If the
 Property or Exchange Property is or has been, within six (6) months of the date
 hereof,  a  single  family  residential  rental  dwelling  in  Baltimore  City,
 Maryland,  the validity of this  Agreement  of Purchase and Sale is  contingent
 upon  compliance  with the  provisions  of Article  13,  Sections  46-55 of the
 Baltimore City Code (1976 Edition, as amended).

              20.   MISCELLANEOUS PROVISIONS.

                   (a) This  Agreement  contains  the  sole,  final  and  entire
 agreement between the parties and is intended to be an integration of all prior
 and  contemporaneous  agreements,   conditions  and  undertakings  between  the
 parties.  There  are  no  promises,   agreements,   conditions,   undertakings,
 warranties or representations, oral or written, express or implied, between the
 parties other than as herein set forth.

                    (b)  This  Agreement  may  be  amended  by  and  only  by an
 instrument executed and delivered by Seller and Buyer.

                   (c) This Agreement and all of the provisions  hereof shall be
 binding upon and shall inure to the benefit of the parties and their respective
 heirs, devisees, legatees, legal representatives, successors and assigns.

                    (d) This  Agreement  shall be governed by and  construed  in
 accordance with the laws of the State of Maryland.

                    (e) All  provisions  hereof shall  survive the Closing Date,
 unless otherwise provided herein.

                   (f) Each of the parties  agrees to execute  and deliver  upon
 reasonable demand of the other any document or instrument that such other party
 reasonably  deems  necessary or desirable to evidence or accomplish  the rights
 herein conferred or to implement or consummate the purposes and intent hereof

                   (g)  No   determination   by  any  court,   governmental   or
 administrative  entity or otherwise that any provision of this Agreement or any
 amendment  hereof is invalid or  unenforceable in any instance shall affect the
 validity  or  enforceability  of (a) any  other  such  provision,  or (b)  such
 provision in any circumstance not controlled by such  determination.  Each such
 provision  shall be valid and enforceable to the fullest extent allowed by, and
 shall be construed wherever possible as being consistent with, applicable law.

                   (h) The  following  exhibits are attached to, and made a part
                   of, this
  Agreement:
                         A - Title
                         Report-Property

                         B - Title Report- Exchange
                         Property

                         C - Form of
                         Deed

                         D - Notice to Purchaser - Property
                         Disclosure

                         E - Property Disclaimer
                         Statement

                         F - FIRPTA
                         Affidavit
<PAGE>

             IN WITNESS  WHEREOF,  the parties  hereto have duly  executed  this
 Agreement under seal on the date first above written.

 WITNESS:                          SELLER:

                                   HENDERSON'S WHARF BALTIMORE L.P.

                                   By: Henderson's Wharf Development
                                       Corporation, General Partner

                                    By:                         (SEAL)
                                       Terrence P. Sullivan, President


 WITNESS:                           BUYER:

                                                                  (SEAL)
                                 JOSEPH V. BRADY

<PAGE>


                                    Exhibit A


  I . Declaration of The Residences and Inn at Henderson's Wharf, a condominium,
  by Carley  Capital  Group dated  August 30, 1988 and  recorded  among the Land
  Records of Baltimore  City in Liber SEB no. 1821,  folio 20, as amended by the
  following:

        a)    Amendment to  Declaration  dated April 3, 1989 and recorded  among
              the aforesaid Land Records in Liber SEB No. 2081, folio 329;

        b)    Second  Amendment to Declaration  dated July 31, 1990 and recorded
              among the aforesaid Land Records in Liber SEB No. 2563, folio 230;
              and

        c)     Third  Amendment  to  Declaration  dated  December  14,  1992 and
               recorded  among the aforesaid Land Records in Liber SEB No. 3578,
               folio
               030.

 2. Amended and Restated  Henderson's Wharf Disposition  Agreement dated October
  10, 1984 and recorded  among the Land  Records of Baltimore  City in Liber SEB
  No. 335,  folio 062,  as amended by First  Amendment  to Amended and  Restated
  Henderson's Wharf Disposition Agreement dated July 31, 1990 and recorded among
  the aforesaid Land Records in Liber SEB No. 2563, folio 264.

 3.  Building  Perimeter  Easement  and  Connecting   Easement   established  by
  Pedestrian  Promenade  Easement  Agreement dated October 19, 1984 and recorded
  among the Land Records of Baltimore  City in Liber SEB no. 335,  folio 204, by
  and between Carley  Capital Group and Mayor and City Council of Baltimore,  as
  amended by the following:

        a)    Amendment of Pedestrian  Promenade  Easement Agreement dated April
              6, 1987 and recorded among the aforesaid Land Records in Liber SEB
              No. 1308, folio 589; and

        b)    Second Amendment to Pedestrian  Promenade Easement Agreement dated
              July 31, 1990 and  recorded  among the  aforesaid  Land Records in
              Liber SEB No. 2563, folio 241;

 Said easements  being shown on "ALTA/ACSM Land Title Survey  Henderson's  Wharf
 Baltimore,  L.P." by Beavin  Company  dated  December 20, 1995 and last revised
 February 9, 1996.  Company insures that the Fast Land Easement,  Alternate Fast
 Land Easement and Fell Street Easement  described is said Pedestrian  Promenade
 Easement Agreement,  as amended, do not affect the Land described in Schedule A
 hereof.

<PAGE>

 4.  Easement to the  benefit of the Marina  Owner over the  Building  Perimeter
 Easement and Commercial Courtyard Area as shown on "ALTA/ACSM Land Title Survey
 Henderson's  Wharf  Baltimore,  L.P." by Beavin Company dated December 20, 1995
 and last  revised  February 9, 1996,  as  established  by  Reciprocal  Easement
 Agreement  dated  August  31,  1988 and  recorded  among  the Land  Records  of
 Baltimore City in Liber SEB No. 1824,  folio 162, by and between Carley Capital
 Group and The Council of Unit owners of The  Residences  and Inn at Henderson's
 Wharf, a Condominium, Incorporated, as amended by:

        (a)  Amendment to Reciprocal Easement Agreement dated July 31, 199C, and
             recorded  among the  aforesaid  Land Records in Liber SEB No. 2822,
             folio 477; and

        (b)  Second  Amendment  to  Reciprocal   Easement  Agreement  dated  and
             recorded among the aforesaid Land Records in Liber
        SEB           folio           .

   5. Terms, conditions,  easements, restrictions and other criteria as shown on
   the Plats entitled "The Residences at Henderson's  Wharf, a Condominium",  as
   follows:

        (a)  Sheets 1 of 11 through 11 of 11 dated August, 1988 and recorded
        as Condominium Plat SEB No. 232; and

        (b) Sheets 1 of 11 through 11 of 11 dated  September,  1988 and  revised
        December 14, 1992 and recorded as Condominium Plat SEB No. 298.

   6. The  portion  of the Land  included  within  the  description  of the Land
   insured  hereunder  which  comprises  filled land shown on the plat of survey
   entitled  "ALTA/ACSM Land Title Survey  Henderson's  Wharf  Baltimore,  L.P."
   dated  December 20,  1995,  and last  revised  February 9, 1996,  prepared by
   Beavin Company, as follows:

        (a)   "area shown as  'Condominium  Common Element (fast land not deeded
              as fast  land in Liber  SEB 1795,  folio  449) part of  commercial
              courtyard  area  limited  element  class  El  on  survey  entitled
              'Property Survey Henderson's Wharf' dated July 30, 1990 by Beavin
              Company";
        (b) "Inn Promenade Deck limited common  element";  and (c) "12' Building
        Perimeter Easement"

 is subject to the  navigation  servitude  and  regulatory  power of the Federal
 Government  including  the power to cause  removal of said filled land  without
 payment of  compensation  and is also  subject to the  regulatory  power of the
 State of Maryland  over wetlands  including  the power,  in event of failure to
 comply  with  state  law,  to  require  restoration  of said land to its former
 condition.

 7. Rights or claims of parties  other than the insured in actual  possession of
 any or all of the property.

<PAGE>
                                   Exhibit B


  I. Declaration of The Residences and Inn at Henderson's  Wharf, a condominium,
  by Carley  Capital  Group dated  August 30, 1988 and  recorded  among the Land
  Records of Baltimore  City in Liber SEB no. 1821,  folio 20, as amended by the
  following:

        a)    Amendment to  Declaration  dated April 3, 1989 and recorded  among
              the aforesaid Land Records in Liber SEB No. 2081, folio 329;

        b)    Second  Amendment to Declaration  dated July 31, 1990 and recorded
              among the aforesaid Land Records in Liber SEB No. 2563, folio 230;
              and

        c)    Third  Amendment  to  Declaration  dated  December  14,  1992  and
              recorded  among the aforesaid  Land Records in Liber SEB No. 3578,
              folio
              030.

 2. Amended and Restated  Henderson's Wharf Disposition  Agreement dated October
  10, 1984 and recorded  among the Land  Records of Baltimore  City in Liber SEB
  No. 335,  folio 062,  as amended by First  Amendment  to Amended and  Restated
  Henderson's Wharf Disposition Agreement dated July 31, 1990 and recorded among
  the aforesaid Land Records in Liber SEB No. 2563, folio 264.

 3.  Building  Perimeter  Easement  and  Connecting   Easement   established  by
  Pedestrian  Promenade  Easement  Agreement dated October 19, 1984 and recorded
  among the Land Records of Baltimore  City in Liber SEB no. 335,  folio 204, by
  and between Carley Capital Group and Mayor' and City Council of Baltimore,  as
  amended by the following:

        a)    Amendment of Pedestrian  Promenade  Easement Agreement dated April
              6, 1987 and recorded among the aforesaid Land Records in Liber SEB
              No. 1308, folio 589; and

        b)    Second Amendment to Pedestrian  Promenade Easement Agreement dated
              July 31, 1990 and  recorded  among the  aforesaid  Land Records in
              Liber SEB No. 2563, folio 241;

 Said easements  being shown on "ALTA/ACSM Land Title Survey  Henderson's  Wharf
 Baltimore,  L.P." by Beavin  Company  dated  December 20, 1995 and last revised
 February 9, 1996.  Company insures that the Fast Land Easement,  Alternate Fast
 Land Easement and Fell Street Easement  described is said Pedestrian  Promenade
 Easement Agreement,  as amended, do not affect the Land described in Schedule A
 hereof.

 4.  Easement to the  benefit of the Marina  Owner over the  Building  Perimeter
 Easement and Commercial Courtyard Area as shown on "ALTA/ACSM Land Title Survey
 Henderson's  Wharf  Baltimore,  L.P." by Beavin Company dated December 20, 1995
 and last  revised  February 9, 1996,  as  established  by  Reciprocal  Easement
 Agreement  dated  August  31,  1988 and  recorded  among  the Land  Records  of
 Baltimore City in Liber SEB No. 1824,  folio 162, by and between Carley Capital
 Group and The Council of Unit owners of The  Residences  and Inn at Henderson's
 Wharf, a Condominium, Incorporated, as amended by:

        (a)  Amendment to Reciprocal  Easement Agreement dated July 31, 199C and
             recorded  among the  aforesaid  Land Records in Liber SEB No. 2822,
             folio 477; and

        (b)  Second  Amendment  to  Reciprocal   Easement  Agreement  dated  and
             recorded among the aforesaid Land Records in Liber
        SEB                     folio

   5. Terms, conditions,  easements, restrictions and other criteria as shown on
   the Plats entitled "The Residences at Henderson's  Wharf, a Condominium",  as
   follows:

        (a)  Sheets 1 of 11 through 11 of 11 dated August, 1988 and
             recorded as Condominium Plat SEB No. 232; and

        (b) Sheets 1 of 11 through 11 of 11 dated  September,  1988 and  revised
        December 14, 1992 and recorded as Condominium Plat SEB No. 298.

   6. The  portion  of the Land  included  within  the  description  of the Land
   insured  hereunder  which  comprises  filled land shown on the plat of survey
   entitled  "ALTA/ACSM Land Title Survey  Henderson's  Wharf  Baltimore,  L.P."
   dated  December 20,  1995,  and last  revised  February 9, 1996,  prepared by
   Beavin Company, as follows:

        (a)  "area shown as 'Condominium Common Element (fast land not deeded as
             fast  land in  Liber  SEB  1795,  folio  449)  part  of  commercial
             courtyard  area  limited   element  class  El  on  survey  entitled
             'Property Survey Henderson's Wharf' dated July 30, 1990 by Beavin
             Company";
        (b) "Inn Promenade Deck limited common  element";  and (c) "12' Building
        Perimeter Easement"
 is subject to the  navigation  servitude  and  regulatory  power of the Federal
 Government  including  the power to cause  removal of said filled land  without
 payment of  compensation  and is also  subject to the  regulatory  power of the
 State of Maryland  over wetlands  including  the power,  in event of failure to
 comply  with  state  law,  to  require  restoration  of said land to its former
 condition.

 7. Rights or claims of parties  other than the insured in actual  possession of
 any or all of the property.


                                    EXHIBIT C
                                DEED OF EXCHANGE

              THIS DEED OF EXCHANGE  ("Deed of Exchange") is made on this day of
              , 1998, by and between HENDERSON'S WHARF BALTIMORE L.P., a
  Delaware limited partnership ("Henderson's Wharf') and JOSEPH BRADY ("Brady").

             WHEREAS,  Henderson's  Wharf is the owner of a condominium unit and
 parking units situate in Baltimore City,  Maryland,  being known and designated
 as Condominium Unit No. 610 and Parking Unit No. P-70 and Parking Unit No. P-71
 in THE RESIDENCES AND INN AT HENDERSON'S  WHARF, A CONDOMINIUM,  as established
 pursuant to a Declaration  dated August 30, 1988,  and recorded  among the Land
 Records of Baltimore City (the "Land  Records") at Liber S.E.B.  No. 1821, page
 20, as amended by  Amendment  to  Declaration  dated April 3, 1989 and recorded
 among the Land  Records at Liber  S.E.B.  No.  2081,  folio 329, and as further
 amended by Second  Amendment to  Declaration  dated July 31, 1990, and recorded
 among the Land  Records at Liber  S.E.B.  No.  2563,  folio 230, and as further
 amended by Third  Amendment to  Declaration  dated as of December 14, 1992, and
 recorded among the Land Records at Liber S.E.B. No. 3578, folio 30 (as amended,
 the  "Declaration"),  and the Bylaws attached  thereto (the  "Bylaws"),  and as
 shown on those certain plats entitled "Condominium Plat, The Residences and Inn
 at Henderson's  Wharf, a Condominium,"  dated August,  1988, and recorded among
 the Plat Records of Baltimore City at Condominium  Plat Record Book S.E.B.  No.
 232,  Sheets I through 11, as amended by  condominium  plats dated December 14,
 1992, and recorded among the Plat Records of Baltimore City at Condominium Plat
 Record Book  S.E.B.  298,  Sheets I through 11 (as  amended,  the  "Condominium
 Plats").  The  improvements  thereon being known as 1000 Fell Street,  Unit No.
 610, along with Parking Unit No. P-70 and Parking Unit No. P-71 are hereinafter
 referred to as the "Henderson Unit"; and

             WHEREAS,  Brady is the  owner  of a  condominium  unit and  parking
 units  situate in  Baltimore  City,  Maryland,  being known and  designated  as
 Condominium  Unit No. 422 and Parking  Unit No. P-45 and Parking  Unit No. P-46
 in THE RESIDENCES AND INN AT HENDERSON'S  WHARF, A CONDOMINIUM,  as established
 pursuant to the  Declaration  and the Bylaws,  and as shown on the  Condominium
 Plats.  The  improvements  thereon  being known as 1000 Fell  Street,  Unit No.
 422,  along  with  Parking  Unit  No.  P-45  and  Parking  Unit  No.  P-46  are
 hereinafter referred to as the "Brady Unit"; and

             WHEREAS,  Henderson's Wharf and Brady wish to exchange between each
 other the Henderson Unit and the Brady Unit.

             NOW, THEREFORE, WITNESSETH:

  That for and in
  consideration of:

              (i)   the sum of One Hundred Thirty Five Thousand Dollars
              ($135,000.00), and

              (ii)  the conveyance by Brady to Henderson's Wharf of the
              Brady Unit,

 the receipt and sufficiency of which are hereby acknowledged, Henderson's Wharf
 does hereby grant, convey and assign unto Brady, his personal  representatives,
 heirs and assigns, in fee simple, the Henderson Unit.

             BEING a  portion  of the  property  which  by Deed  dated  July 31,
 1990,  and  recorded  among the Land  Records  of  Baltimore  City at Liber SEB
 2563,  folio  119,  was  granted  and  conveyed  by Joseph E.  Robert,  Jr. and
 Kenneth  M.  Stein,  Trustees  and  HWFP,  Inc.,  a  Maryland  corporation,  to
 Henderson's Wharf.

             TOGETHER WITH all improvements contained in the Henderson Unit, and
 all appurtenances and advantages thereunto  pertaining,  including an undivided
 percentage interest in the common elements,  common expenses and common profits
 in the condominium  regime as set forth in the Declaration,  the Bylaws and the
 Condominium Plats.

             TO HAVE AND TO HOLD  the  Henderson  Unit to  Brady,  his  personal
 representatives, heirs and assigns, in fee simple, but subject to the operation
 and effect of all matters of record.

             AND  Henderson's  Wharf  hereby  covenants  that it has not done or
 suffered  to be done any  act,  matter  or thing  whatsoever  to  encumber  the
 property hereby granted and conveyed by Henderson's Wharf; that it will warrant
 specially the property  hereby granted and conveyed by Henderson's  Wharf,  and
 that it will execute such further assurances of the same as may be requisite.

             AND FURTHER WITNESSETH:

 That for and in consideration of:

             (i)  the sum of zero dollars ($0.00); and

             (ii) in partial  consideration  of the  conveyance of the Henderson
                  Unit to Brady, Brady does hereby grant, convey and assign unto
                  Henderson's Wharf, its successors and assigns,  in fee simple,
                  the Brady Unit.

             BEING  the same  property  which by Deed  dated  August 4, 1989 and
 recorded among the Land Records of Baltimore City at Liber S.E.B.  2193,  folio
 355, was granted and  conveyed by Joseph E.  Robert,  Jr. and Kenneth M. Stein,
 Trustees and HWFP, Inc., a Maryland corporation, to Brady.

             TOGETHER WITH all improvements contained in the Brady Unit, and all
 appurtenances  and  advantages  thereunto  pertaining,  including  an undivided
 percentage interest in the common elements,  common expenses and common profits
 in the condominium  regime as set forth in the Declaration,  the Bylaws and the
 Condominium Plats.

             TO HAVE  AND TO HOLD  the  Brady  Unit to  Henderson's  Wharf,  its
 successors and assigns,  in fee simple, but subject to the operation and effect
 of all matters of record.

             AND Brady hereby  covenants  that he has not done or suffered to be
 done any act,  matter or thing  whatsoever  to  encumber  the  property  hereby
 granted and  conveyed by Brady;  that he will  warrant  specially  the property
 hereby  granted and  conveyed by Brady;  and that he will  execute such further
 assurances of the same as may be requisite.

              IN WITNESS WHEREOF, Henderson's Wharf and Brady have executed this
  Deed of Exchange under seal on the date first above written.

  WITNESS:                      HENDERSON'S WHARF:

                                HENDERSON'S WHARF BALTIMORE L.P.

                                By: Henderson's Wharf Development
                          Corporation, General Partner

                                By:                            (SEAL)


  WITNESS:                     BRADY:

                                                               (SEAL)
                                Joseph Brady


 STATE OF MARYLAND        )
                          )to wit:
 COUNTY OF                )

              I HEREBY CERTIFY that on this    day of             1998, before
 me,
the subscriber, a Notary Public of the State of Maryland, personally appeared
                  of Henderson's Wharf Development Corporation,  General Partner
 of Henderson's  Wharf  Baltimore  L.P., and that he/she as such officer,  being
 authorized so to do, executed the foregoing instrument for the purposes therein
 contained,  by signing in my presence the name of the corporation by himself as
 such officer.

             IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.



                                           Notary Public

 My Commission Expires:


  STATE OF MARYLAND       )
                          )to wit:
  COUNTY OF               )

              I HEREBY CERTIFY that on this _ day of              1998,
              before me,
  the subscriber, a Notary Public of the State of Maryland,  personally appeared
  JOSEPH BRADY,  known to me (or  satisfactorily  proven) to be the person whose
  name is  subscribed  to the within  instrument,  and he  acknowledged  that he
  executed the foregoing instrument for the purposes therein contained.

              IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.



                                           Notary Public

 My Commission Expires:

                                 CERTIFICATE

             THE UNDERSIGNED, AN ATTORNEY ADMITTED TO PRACTICE BEFORE THE
 COURT OF APPEALS OF MARYLAND, HEREBY CERTIFIES THAT THE ABOVE INSTRUMENT
 WAS PREPARED BY ME OR UNDER MY SUPERVISION.


                             Richard Rubin, Attorney


 MR./MS. CLERK: AFTER THIS DEED OF EXCHANGE HAS BEEN RECORDED, PLEASE RETURN 
 TO:

                         Richard Rubin, Esq.
                         Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.
                         Commerce Place, 27th Floor
                         One South Street
                         Baltimore, Maryland 21202-3201


                                   EXHIBIT D

                        NOTICE TO BUYER OF BUYER'S RIGHT
                    UNDER MARYLAND'S PROPERTY DISCLOSURE LAW

 NOTE:  This  Notice does not apply to: (1) The  initial  sale of single  family
 residential real property;  (2) a transfer that is exempt from the transfer tax
 under ss.13-207 of the Tax-Property Article,  except land installment contracts
 of sale under ss.13-207(11) of the Tax-Property Article and options to purchase
 real property under ss.13-207(12) of the Tax-Property  Article; (3) a sale by a
 lender  acquiring  the  real  property  by  foreclosure  or  deed  in  lieu  of
 foreclosure; (4) a sheriff's sale, tax sale, or sale by foreclosure,  partition
 or by court appointed  trustee;  (5) a transfer by a fiduciary in the course of
 the administration of a decedent's estate,  guardianship,  conservatorship,  or
 trust;  or (6) a transfer  of single  family  residential  real  property to be
 converted  by  the  buyer  into  a use  other  than  residential  use  or to be
 demolished.

       SECTION  10-702 OF THE REAL  PROPERTY  ARTICLE OF THE  ANNOTATED  CODE OF
 MARYLAND  ("SECTION 10-702") REQUIRES THAT SELLERS OF SINGLE FAMILY RESIDENTIAL
 PROPERTY PROVIDE YOU, THE BUYER, ON OR BEFORE ENTERING INTO A CONTRACT OF SALE,
 EITHER:

       (A)  A  WRITTEN  PROPERTY  CONDITION  DISCLOSURE  STATEMENT  LISTING  ALL
 DEFECTS OR  INFORMATION  OF WHICH THE SELLER HAS ACTUAL  KNOWLEDGE  IN RELATION
 TO THE FOLLOWING:

             (I)         WATER AND SEWER SYSTEMS, INCLUDING THE SOURCE
             OF HOUSEHOLD WATER, WATER TREATMENT SYSTEMS, AND
             SPRINKLER SYSTEMS;

             (II)        INSULATION;

             (III)       STRUCTURAL SYSTEMS, INCLUDING THE ROOF, WALLS,
             FLOORS, FOUNDATION, AND ANY BASEMENT;

             (IV)        PLUMBING, ELECTRICAL, HEATING, AND AIR
             CONDITIONING SYSTEMS;

             (V)         INFESTATION OF WOOD-DESTROYING INSECTS;

             (VI)        LAND USE MATTERS;

             (VII)       HAZARDOUS OR REGULATED MATERIALS, INCLUDING
             ASBESTOS, LEAD-BASED PAINT, RADON, UNDERGROUND STORAGE
             TANKS, AND LICENSED LANDFILLS; AND

              (VIII)      ANY OTHER MATERIAL DEFECTS KNOWN TO THE
              SELLER; OR

<PAGE>

        (B)   A WRITTEN DISCLAIMER STATEMENT PROVIDING THAT:

              (I)         THE SELLER MAKES NO REPRESENTATIONS OR
              WARRANTIES AS TO THE CONDITION OF THE REAL PROPERTY OR
              ANY IMPROVEMENTS ON THE REAL PROPERTY; AND

              (II) THE BUYER WILL BE RECEIVING  THE REAL  PROPERTY "AS IS", WITH
              ALL DEFECTS THAT MAY EXIST,  EXCEPT AS  OTHERWISE  PROVIDED IN THE
              CONTRACT OF SALE.

       AT THE TIME THE  DISCLOSURE OR DISCLAIMER  STATEMENT IS DELIVERED TO YOU,
 YOU ARE REQUIRED TO DATE AND SIGN A WRITTEN  ACKNOWLEDGEMENT OF RECEIPT,  WHICH
 SHALL BE INCLUDED IN OR ATTACHED TO THE CONTRACT OF SALE.

       YOU ARE HEREBY  NOTIFIED  THAT,  IN CERTAIN  CIRCUMSTANCES,  YOU HAVE THE
 RIGHT TO RESCIND  YOUR  CONTRACT OF SALE WITH THE SELLER IF THE SELLER FAILS TO
 DELIVER TO YOU THE WRITTEN PROPERTY  CONDITION  DISCLOSURE  STATEMENT.  SECTION
 10-702  PROVIDES THAT A BUYER WHO DOES NOT RECEIVE THE DISCLOSURE  STATEMENT ON
 OR BEFORE ENTERING INTO THE CONTRACT OF SALE HAS THE UNCONDITIONAL  RIGHT, UPON
 WRITTEN NOTICE TO THE SELLER OR SELLER'S AGENT:

             (I) TO RESCIND THE  CONTRACT OF SALE AT ANY TIME BEFORE THE RECEIPT
             OF THE DISCLOSURE  STATEMENT OR WITHIN 5 DAYS FOLLOWING  RECEIPT OF
             THE DISCLOSURE STATEMENT; AND

              (II) TO THE  IMMEDIATE  RETURN OF ANY DEPOSITS  MADE ON ACCOUNT OF
              THE CONTRACT.

 IF THE  DISCLOSURE  STATEMENT  IS  DELIVERED TO YOU LATER THAN 3 DAYS AFTER THE
 SELLER  ENTERS INTO A CONTRACT  OF SALE WITH YOU,  THE  CONTRACT IS VOID.  YOUR
 RIGHT TO RESCIND THE CONTRACT OF SALE UNDER  SECTION  10-702  TERMINATES IF NOT
 EXERCISED BEFORE MAKING A WRITTEN  APPLICATION TO A LENDER FOR A MORTGAGE LOAN,
 IF THE LENDER  DISCLOSES IN WRITING AT OR BEFORE THE TIME  APPLICATION  IS MADE
 THAT THE RIGHT TO RESCIND TERMINATES ON SUBMISSION OF THE APPLICATION.

       YOUR  RIGHTS AS A BUYER  UNDER  SECTION  10-702  MAY NOT BE WAIVED IN THE
 CONTRACT OF SALE AND ANY ATTEMPTED  WAIVER IS VOID. YOUR RIGHTS AS THE BUYER TO
 TERMINATE THE CONTRACT  UNDER  SECTION  10-702 ARE WAIVED  CONCLUSIVELY  IF NOT
 EXERCISED BEFORE:

              (I)         CLOSING OR OCCUPANCY BY YOU, WHICHEVER
              OCCURS FIRST, IN THE EVENT OF A SALE; OR

              (II)        OCCUPANCY, IN THE EVENT OF A LEASE WITH OPTION
              TO PURCHASE.
<PAGE>

 THE INFORMATION  CONTAINED IN THE PROPERTY  CONDITION  DISCLOSURE  STATEMENT IS
 THE  REPRESENTATION  OF THE  SELLER  AND NOT  THE  REPRESENTATION  OF THE  REAL
 ESTATE BROKER OR SALESPERSON, IF ANY.
 THE SELLER IS NOT REQUIRED TO UNDERTAKE OR PROVIDE AN INDEPENDENT INVESTIGATION
 OR  INSPECTION  OF THE  PROPERTY IN ORDER TO MAKE THE  DISCLOSURES  REQUIRED BY
 SECTION 10-702.  THE SELLER IS NOT LIABLE FOR AN ERROR,  INACCURACY OR OMISSION
 IN THE  DISCLOSURE  STATEMENT IF THE ERROR,  INACCURACY,  OR OMISSION WAS BASED
 UPON INFORMATION THAT WAS NOT WITHIN THE ACTUAL KNOWLEDGE OF THE SELLER; OR WAS
 PROVIDED TO THE SELLER BY A THIRD PARTY.

       YOU HAVE THE RIGHT TO OBTAIN  PROFESSIONAL  ADVICE  ABOUT THE PROPERTY OR
 OBTAIN AN INSPECTION OF THE PROPERTY.

       THE UNDERSIGNED BUYER(S) ACKNOWLEDGES RECEIPT OF THIS NOTICE
 ON THE DATE INDICATED BELOW.

 WITNESS:


 BUYER                                           DATE



 BUYER                                           DATE

<PAGE>

                                    EXHIBIT E

       MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

                           NOTICE TO SELLER AND BUYER

  Section ss. 10-702 of the Real Property  Article,  Annotated Code of Maryland,
  requires  the owner of certain  residential  real  property  to furnish to the
  BUYER either (a) a RESIDENTIAL PROPERTY DISCLAIMER STATEMIENT stating that the
  owner  is  selling  the  property  "as is" and  makes  no  representations  or
  warranties as to the condition of the property or any improvements on the real
  property,  except as  otherwise  provided in the  contract  of sale,  or (b) a
  RESIDENTIAL  PROPERTY  DISCLOSURE   STATENIENT  disclosing  defects  or  other
  information  about the  condition of the real property  actually  known by the
  owner.  Certain  transfers of  residential  property  are  excluded  from this
  requirement (see the exemptions listed below).


       MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

  NOTICE TO OWNER(S): Sign this statement only if you elect to sell the property
  without  representations  and  warranties  as  to  its  condition,  except  as
  otherwise provided in the contract of sale;  otherwise,  complete and sign the
  RESIDENTIAL PROPERTY DISCLOSURE STATEMENT.

  Property Address:

  Legal Description:

  The  undersigned  owner(s)  of the  real  property  described  above  make  no
  representations  or warranties as to the condition of the real property or any
  improvements  thereon,  and the BUYER will be receiving  the real property "as
  is",  with all defects  which may exist,  except as otherwise  provided in the
  real estate  contract  of sale.  The  owner(s)  acknowledge  having  carefully
  examined this statement and further  acknowledge  that they have been informed
  of their rights and obligations  under Section  ss.10-702 of the Maryland Real
  Property Article.

  Owner:
  Date:

  Owner:
  Date:

  The BUYER(s)  acknowledge  receipt of a copy of this disclaimer  statement and
  further  acknowledge  that  they  have  been  informed  of  their  rights  and
  obligations under Section ss.10-702 of the Maryland Real Property Article.

  BUYER:
  Date:

  BUYER:
  Date:

<PAGE>


            MARYLAND RESIDENTIAL PROPERTY DISCLOSURE ACT

  10-702. Exeptions. -  The following are specifically excluded from the
  provisions of Section 10-702:

 1. The initial sale of single family  Residential Real Property;  2. A transfer
 that is exempt  from the  transfer  tax  under  ss.13-207  of the  Tax-Property
 Article, except land
       installment  contracts of sale under  ss.13-207(11)  of the  Tax-Property
       Article except hand  installment  Contracts of Sale under ss. 13-207(l 1)
       of the Tax Property  Article and options to purchase real property  under
       ss.13-207(12) of the Tax-Property Article;

 3. A sale by a lender  acquiring  the Real Property by  foreclosure  or deed in
 lieu of  foreclosure;  4. A sheriff's  sale, tax sale, or sale by  foreclosure,
 partition,  or by court appointed trustee;  5. A transfer by a fiduciary in the
 course of the administration of a decedent's estate, guardianship,

       conservatorship,
       or trust; or

 6.    A transfer of single family Residential Real Property to be converted
 by the Buyer into a use other
       than residential use or
       to be demolished.

<PAGE>

                                 EXHIBIT F


  CERTIFICATION OF NON-FOREIGN STATUS REGARDING WITHHOLDING OF
    TAX ON DISPOSITION OF UNITED STATES REAL PROPERTY INTERESTS

       Section 1445 of the Internal Revenue Code provides that a transferee of
 a U.S. real property interest must withhold tax if the transferor is a
 foreign person. To inform

 ("Transferee") that withholding of tax is not required upon my disposition of
 a U.S. real property interest, I hereby certify the following to Transferee:

        1.  I am not a nonresident alien for purposes of U.S. income
        taxation;

       2. My U.S. taxpayer identifying number is ;and

       3.  My home address is


       I  understand  that this  certificate  may be  disclosed  to the Internal
 Revenue  Service by  Transferee  and that any false  statement I have made here
 could be punished by fine, imprisonment, or both.

       Under  penalties  of  perjury,  I  declare  that  I  have  examined  this
 certification  and to the best of my knowledge  and belief it is true,  correct
 and complete.

<PAGE>
                              DEED OF EXCHANGE

     THIS DEED OF EXCHANGE ("Deed of Exchange") is made on this 17 day of March,
1998,  by and between  HENDERSON'S  WHARF  BALTIMORE  L.P.,  a Delaware  limited
partnership ("Henderson's Wharf') and JOSEPH BRADY ("Brady").

     WHEREAS,  Henderson's  Wharf is the owner of a condominium unit and parking
units  situate in  Baltimore  City,  Maryland,  being  known and  designated  as
Condominium  Unit No. 610 and Parking Unit No. P-70 and Parking Unit No. P-71 in
THE  RESIDENCES AND INN AT  HENDERSON'S  WHARF,  A  CONDOMINIUM,  as established
pursuant to a  Declaration  dated August 30, 1988,  and recorded  among the Land
Records of Baltimore City (the "Land  Records") at Liber S.E.B.  No. 1821,  page
20, as amended by  Amendment  to  Declaration  dated April 3, 1989 and  recorded
among the Land  Records at Liber  S.E.B.  No.  2081,  folio 329,  and as further
amended by Second  Amendment to  Declaration  dated July 31, 1990,  and recorded
among the Land  Records at Liber  S.E.B.  No.  2563,  folio 230,  and as further
amended by Third  Amendment to  Declaration  dated as of December 14, 1992,  and
recorded among the Land Records at Liber S.E.B.  No. 3578, folio 30 (as amended,
the "Declaration"), and the Bylaws attached thereto (the "Bylaws"), and as shown
on those certain plats  entitled  "Condominium  Plat,  The Residences and Inn at
Henderson's  Wharf, a Condominium,"  dated August,  1988, and recorded among the
Plat Records of Baltimore City at Condominium  Plat Record Book S.E.B.  No. 232,
Sheets I through 11, as amended by  condominium  plats dated  December 14, 1992,
and recorded among the Plat Records of Baltimore City at Condominium Plat Record
Book S.E.B. 298, Sheets 1 through I I (as amended, the "Condominium Plats"). The
improvements  thereon being known as 1000 Fell Street,  Unit No. 610, along with
Parking Unit No. P-70 and Parking Unit No. P-71 are  hereinafter  referred to as
the "Henderson Unit"; and

     WHEREAS, Brady is the owner of a condominium unit and parking units situate
in Baltimore City, Maryland,  being known and designated as Condominium Unit No.
422 and Parking  Unit No. P-45 and Parking Unit No. P-46 in THE  RESIDENCES  AND
INN  AT  HENDERSON'S  WHARF,  A  CONDOMINIUM,  as  established  pursuant  to the
Declaration  and  the  Bylaws,  and as  shown  on  the  Condominium  Plats.  The
improvements  thereon being known as 1000 Fell Street,  Unit No. 422, along with
Parking Unit No. P-45 and Parking Unit No. P-46 are  hereinafter  referred to as
the "Brady Unit"; and

     WHEREAS,  Henderson's  Wharf and Brady wish to exchange  between each other
the Henderson Unit and the Brady Unit.

             NOW, THEREFORE, WITNESSETH:

 That for and in consideration of:

     (i) the sum of One Hundred Thirty Five Thousand Dollars ($135,000.00), and

     (ii) the  conveyance  by Brady to  Henderson's  Wharf of the Brady Unit,

 the receipt and sufficiency of which are hereby acknowledged, Henderson's Wharf
 does hereby grant, convey and assign unto Brady, his personal  representatives,
 heirs and assigns, in fee simple, the Henderson Unit.

<PAGE>


     BEING a portion of the  property  which by Deed dated  July 31,  1990,  and
recorded among the Land Records of Baltimore City at Liber SEB 2563,  folio 119,
was granted and conveyed by Joseph E. Robert, Jr. and Kenneth M. Stein, Trustees
and HWFP, Inc., a Maryland corporation, to Henderson's Wharf

             TOGETHER WITH all improvements contained in the Henderson Unit, and
 all appurtenances and advantages thereunto  pertaining,  including an undivided
 percentage interest in the common elements,  common expenses and common profits
 in the condominium  regime as set forth in the Declaration,  the Bylaws and the
 Condominium Plats.

             TO HAVE AND TO HOLD  the  Henderson  Unit to  Brady,  his  personal
 representatives, heirs and assigns, in fee simple, but subject to the operation
 and effect of all matters of record.

             AND  Henderson's  Wharf  hereby  covenants  that it has not done or
 suffered  to be done any  act,  matter  or thing  whatsoever  to  encumber  the
 property  hereby  granted and  conveyed  by  Henderson's  Wharf-,  that it will
 warrant  specially  the property  hereby  granted and  conveyed by  Henderson's
 Wharf,  and that it will execute such further  assurances of the same as may be
 requisite.

              AND FURTHER WITNESSETH:

  That for and in consideration of:

     (i) the sum of zero dollars ($0.00); and

     (ii) in partial  consideration  of the  conveyance of the Henderson Unit to
          Brady,  Brady does hereby  grant,  convey and assign unto  Henderson's
          Wharf, its successors and assigns, in fee simple, the Brady Unit.

     BEING the same  property  which by Deed dated  August 4, 1989 and  recorded
among the Land Records of Baltimore  City at Liber S.E.B.  2193,  folio 355, was
granted and conveyed by Joseph E. Robert, Jr. and Kenneth M. Stein, Trustees and
HWFP, Inc., a Maryland corporation, to Brady.

             TOGETHER WITH all improvements contained in the Brady Unit, and all
 appurtenances  and  advantages  thereunto  pertaining,  including  an undivided
 percentage interest in the common elements,  common expenses and common profits
 in the condominium  regime as set forth in the Declaration,  the Bylaws and the
 Condominium Plats.

             TO HAVE  AND TO HOLD  the  Brady  Unit to  Henderson's  Wharf,  its
 successors and assigns,  in fee simple, but subject to the operation and effect
 of all matters of record.

             AND Brady hereby  covenants  that he has not done or suffered to be
 done any act,  matter or thing  whatsoever  to  encumber  the  property  hereby
 granted and  conveyed by Brady;  that he will  warrant  specially  the property
 hereby  granted and  conveyed by Brady;  and that he will  execute such further
 assurances of the same as may be requisite.

<PAGE>


              IN WITNESS WHEREOF, Henderson's Wharf and Brady have executed this
  Deed of Exchange under seal on the date first above written.

  WITNESS:                      HENDERSON'S WHARF:

                        HENDERSON'S WHARF BALTIMORE L.P.

                        By: Henderson's Wharf Development
                                   Corporation, General Partner

                                By:                            (SEAL)
                                  Terrence P. Sullivan, President

                                BRADY:

                                                               (SEAL)
                                  Joseph Brady


  STATE OF MASSACHUSETTS            )
                                    )to wit
  CITY/COUNTY OF                    )

              I HEREBY CERTIFY that on this 17 day of March 1998,  before me the
 subscriber, a Notary Public of the State of Massachusetts,  personally appeared
 Terrence P Sullivan,  President of Henderson's Wharf  Development  Corporation,
 General  Partner  o  Henderson's  Wharf  Baltimore  L.P.,  and  that he as such
 officer,  being  authorized so to do executed the foregoing  instrument for the
 purposes  therein  contained,  by  signing  in my  presence  the  name  of  the
 corporation by himself as such officer.

              IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

                                           Notary Public

 My Commission Expires:


 STATE OF MARYLAND              )
                                ) to wit:
 CITY OF BALTIMORE              )

              I HEREBY CERTIFY that on this      17               day of
              March          1998, before me,
 the subscriber,  a Notary Public of the State of Maryland,  personally appeared
 JOSEPH  BRADY,  known to me (or  satisfactorily  proven) to be the person whose
 name is  subscribed  to the  within  instrument,  and he  acknowledged  that he
 executed the foregoing instrument for the purposes therein contained.

             IN WITNESS WHEREOF, I have hereup4,y set my hand and Notarial Seal.



                                           Notary Public

 My Commission Expires:

<PAGE>


                                  CERTIFICATE

     THE  UNDERSIGNED,  AN ATTORNEY  ADMITTED  TO  PRACTICE  BEFORE THE COURT OF
APPEALS OF MARYLAND,  HEREBY CERTIFIES THAT THE ABOVE INSTRUMENT WAS PREPARED BY
ME OR UNDER MY SUPERVISION.




                                         Richard Rubin, Attorney


 MR./MS. CLERK: AFTER THIS DEED OF EXCHANGE HAS BEEN RECORDED, PLEASE RETURN TO:

                         Richard Rubin, Esq.
                         Neuberger, Quinn, Gielen, Rubin
                           & Gibber, P.A.
                         Commerce Place, 27th Floor
                         One South Street
                         Baltimore, Maryland 21202-3201