LEGAL DESCRIPTION


    PARCEL   A

         ALL of those 275 Condominium Units in the Condominium  Regime  known 
as The Residences and  Inn  at Henderson's  Wharf assuch  Condominium  regime
is established by a Declaration dated August 30,1988 and  recorded  among
the Land Records of Baltimore City in Liber  SEB 821,  folio  20, said
Declaration having been amended by the following:

         a. Amendment to Declaration dated April 3, 1989, by HWFP,  INC.
  and  PAUL ADLER and ROBERT W. GRANIK,,Substitute Trustees,  and  recorded
among the Land Records of Baltimore City in Liber SEB  2061,  folio    329.

         b.   Second  Amendment  to  Declaration  dated July 31,  1990,  by
         HENDERSON'S WHARF BALTIMORE, L.P. and recorded among  the  aforesaid
         Land Records in Liber SEB 2563, folio 230, and 
         
         C.   Third Amendment  to  Declaration  dated December  14,1992,  by
         HENDERSON'S WHARF BALTIMORE, L.P. and THE COUNCIL of UNIT OWNERS  OF
         THE RESIDENCES AND INN AT HENDERSON'S WHARF, and recorded among 
         the aforesaid Land Records in Liber SEB 3578, folio 30;
         and  pursuant  to  the  Plats  entitled,  "The Residences  and 
         Inn   at Henderson's Wharf, A Condominium" recorded  among
         the Land  Records  of     Baltimore City as Condominium
         Plat SEE No. 232,  as amended  by  Amended  Condominium Plat
         recorded Among the Land Records  of Baltimore  City  as 
         Plat SEB No. 298, the 275 Condominium  Units  which are  part  of
         this  Parcel A being listed on Scheule attached hereto.

       Together with the  undivided  percentage  interests appurtenant  to
    each unit, as set forth on Exhibit A,  in  the  common elements,  common
    expenses and common profits of the aforesaid Condominium and all  of  the
    rights, privileges and powers reserved for the benefit of each and  every
    unit owner under  and  pursuant  to  the  aforesaid Declaration,  as  so
    amended, and By-Laws attached thereto.

         Together with the benefit of the following:

         a. Amended and  Restated  Henderson's  Wharf Disposition  Agreement
         dated October 10, 1984, by and  between  CARLEY CAPITAL  GROUP  and
         MAYOR  AND  CITY  COUNCIL  OF  BALTIMORE,  and recorded  among  the
         aforesaid Land Records in Liber SEB 335, folio 62, amended by  First
         Amendment to Amended  and  Restated  Henderson's Wharf  Disposition
         Agreement recorded as aforesaid in Liber SEB 2563, folio 264.







                       CONTINUATION OF LEGAL DESCRIPTION
    File  No. 1951576

          b.   Reciprocal Easement  Agreement  dated  August 31,1988,  by  and
          between CARLEY CAPITAL GROUP and THE COUNCIL OF UNIT  OWNERS  OF  THE
          RESIDENCES  AND   INN  AT  HENDERSON'S  WHARF, A     CONDOMINIUM,
          INCORPORATED, and recorded among the Land Records of  Baltimore  City
          in Liber SEB 1824, folio 162 as amended by the following:

               (i)  Amendment to Reciprocal Easement Agreement  dated  July  31,
                    1990, and recorded as aforesaid in Liber  SEB  2822,  folio
                    447;  and 

               (ii) Second  Amendment  to  reciprocal Easement  Agreement  dated
                     Februry 27, 1996 and- recorded as aforesaid  in  Liber
                    SEB  No.'         folio -.

          C.   Pedestrian and Vehicular Right of Way Easement  and  Maintenance
               Easement established by Declaration and Easement  by  and  among
               Henderson's Wharf Baltimore, L.P., et  al, and  The  Council  of
               unit Owners  of  The  Residences  and  inn at  Henderson's  Wharf
               dated P-February  27, 1996 and recorded among the Land  Records
               of Baltimore City in Liber SEB No.          , folio

          Saving and Excepting therefrom,    all  waters, water  rights,  water
    courses and riparian rights now  or  hereafter appertaining  to  the  above
    described land or any part thereof  other  than  such riparian  rights  and
    privileges as shall be  reasonably  necessary  to  use, maintain,  and  re-
    construct the Promenade Deck,  including  the pedestrian  promenade  to  be
    constructed, maintained and  replaced  in  accordance with  the  Pedestrian
    Promenade  Easement,  Agreement  dated  October  19, 1984  by  and  between
    CARLEY  CAPITAL  GROUP  and  MAYOR  AND  CITY  COUNCIL OF  BALTIMORE,   and
    recorded among the aforesaid Land Records  in  Liber SEB  335,  folio  204,
    as amended by the following:

          (i)  Amendment  to  Pedestrian  Promenade Easement  Agreement   dated
               April 6, 1987 and  recorded  as  aforesaid In  Liber  SER  1308,
               folio 589; and

          (ii) Second  Amendment  to  Pedestrian  Promenade Easement  Agreement
               dated July 31, 1990  and  recorded  as aforesaid  in  Liber  SER
               2563, folio 241.

    Unit 433 and Parking Unit P-43    -

          ALL of those Condominium Units designated  as Unit  433  and  Parking
    Unit P-43 in the Condominium Regime known as The Residences  and  Inn  at
    Henderson's  Wharf  as  such  condominium  regime  is established   by   a
    Declaration dated August 30,1988 and recorded  among the  Land  Records  of
    Baltimore City in Liber SEB 1821, folio 20,  said Declaration  having  been
    amended by the following;

          a. Amendment to Declaration dated April 3, 1989, by  HWFP,  INC.  and
          PAUL ADLER and ROBERT W. GRANIK,  Substitute Trustees,  and  recorded
          among the Land Records of Baltimore City  in Liber  SEB  2081,  folio
          329.


                       CONTINUATION OF LEGAL DESCRIPTION


   File  No. 1951576



         b.   Second  Amendment  to  Declaration  dated July  31,  1990,   by
         HENDERSON'S WHARF BALTIMORE, L.P. and recorded among  the  aforesaid
         Land Records in Liber SEE 2563, folio 230, and
 
         C.   Third  Amendment  to  Declaration  dated December  14,1992,  by
         liENDERSON'S WHARF BALTIMORE, L.P. and THE COUNCIL OF UNIT OWNERS  OF
         THE RESIDENCES @ INN AT HENDERSON'S  WHARF,  and recorded  among  the
         aforesaid Land Records in Liber SEE 3578, folio 30;

   and  pursuant  to  the  Plats  entitled,  "The Residences   and   Inn   at
   Henderson's Wharf, A  Condominium"  recorded  among  the Land  Records  of
   Baltimore City as Condominium Plat SEE  No.  232,  as amended  by  Amended
   Condominium Plat recorded among the  Land  Records  of Baltimore  City  as
   Plat SEB No. 298.

   Unit 510 and Parking 'Unit P-60

         ALL of those Condominium Units designated as  Unit 510  and  Parking
   Unit P-68 in the Condominium Regime known as  The Residences  and  Inn  at
   Henderson's)  Wharf  as  .such  condominium  regime  is established  by  a
   Declaration dated August 30,1988 and recorded among  the Land  Records  of
   Baltimore City in Liber SEB 1821, folio 20, said Declaration  having  been
   amended by the following:

         a. Amendment to Declaration dated  April  3,  1989, by  and  between
         HWFP,  INC.  and  PAUL  ADLER  and  ROBERT  W. GRANIK,   Substitute
         Trustees, and recorded among the Land Records of Baltimore  City  in
         Liber SEB 2081, folio 329.

         b.   Second  Amendment  to  Declaration  dated July  31,  1990,   by
         HENDERSON'S WHARF BALTIMORE, L.P. and recorded among the  aforesaid
         Land Records in Liber SEB 2563, folio 230, and 

   UNIT 510 and-Parking Unit P-68 - continued

         C.   Third Amendment to Declaration dated December 14,1992,  by
         HENDERSON'S WHARF BALTIMORE, L.P. and THE COUNCIL OF UNIT OWNERS   OF
         THE RESIDENCES AND INN AT HENDERSONS WHARF, and recorded  among  the
         aforesaid Land Records in Liber SEB 3578, folio 30;

   and  pursuant  to  the  Plats  entitled,  "The Residences   and   Inn   at
   Henderson's Wharf, A  Condominium  recorded  among  the Land  Records  of
   Baltimore City as Condominium Plat SEE  No.  232,  as amended  by  Amended
   Condominium Plat recorded among the  Land  Records  of Baltimore  City  as
   Plat SEB No. 298.



                      CONTINUATION OF LEGAL DESCRIPTION

   File No. 1951576



   Unit 409 AND Parking unit P-57

        ALL of those Condominium Units designated as  Unit 409  and  Parking
   Unit P-57 in the Condominium Regime known as The Residences  and  Inn  at
   Henderson's  Wharf  as  such  condominium  regime  is established  by   a
   Declaration dated August 30,1988 and recorded among the Land  Records  of
   Baltimore City in Liber SEB 1821, folio 20, said Declaration  having  been
   amended by the following:

        a. Amendment to Declaration dated April 3, 1989, by HWFP,  INC.  and
        PAUL ADLER and ROBERT W. GRANIK, Substitute Trustees,  and  recorded
        among the Land Records of Baltimore City in  Liber SEE  2081,  folio
        329.

        b.    Second  Amendment  to  Declaration  dated July  31,  1990,  by
        HENDERSON'S WHARF BALTIMORE, L.P. and recorded among  the  aforesaid
        Land Records in Liber SEB 2563, folio 230, and

        C.   Third  Amendment  to  Declaration  dated December  14,1992,  by
        HENDERSON'S  WHARF BALTIMORE, L.P. and THE COUNCIL OF UNIT OWNERS  OF
        THE RESIDENCES AND INN AT HENDERSON'S WHARF, and recorded  among  the
        aforesaid Land Records in Liber SEB 3578, folio 30;

   and  pursuant  to  the  Plats  entitled,  "The Residences  and   Inn   at
   Henderson's Wharf, A Condominium"  recorded  among  the Land  Records  of
   Baltimore City as Condominium Plat SEB No.  232,  as amended  by  Amended
   Condominium Plat recorded among the Land  Records  of Baltimore  City  as
   Plat SEE No. 298.