MANAGEMENT AGREEMENT
                       

This Agreement is made this 1st day of November
1995, by and between Henderson's Wharf
Baltimore, L.P. (the "Owner") and Claremont
Management Corporation (the "Agent").

Section 1 - APPOINTMENT OF MANAGING AGENT

1.1  APPOINTMENT OF MANAGING ACCEPTANCE
     Owner hereby appoints Agent as sole and
     exclusive agent of Owner to lease and
     manage the property described in paragraph
     1.2 upon the terms and conditions provided
     herein.  Agent accepts the appointment and
     agrees to furnish the services of its
     organization for the leasing and
     management of the Premises; and Owner
     agrees to pay all expenses in connection
     with those services.

1.2  DESCRIPTION OF PREMISE
     The property to be managed by Agent under
     this Agreement (the "Premises") is known
     as   Henderson's Wharf located at 1000
     Fell Street, Baltimore, MD, consisting of
     the land, building, and other improvements
     described as 128 units of residential
     rental in the state of Maryland.

1.3  TERM
     The terms of the Agreement shall be for an
     initial period of 20 months (the "initial
     term") from the 1st day of November 1995,
     to including the 30th day of June 1997;
     and thereafter shall be automatically
     renewed from year to year unless
     terminated as provided in sections 21 or
     27 herein.  Each of said one-year renewal
     periods is referred to as a "term year".

1.4  MANAGEMENT OFFICE
     Owner shall provide adequate space on the
     Premises for a management office.  This
     office can be shared with other
     properties.  Owner shall pay all expenses
     related to such office, including, but not
     limited to, furnishings, equipment,
     postage and office supplies, electricity
     and other utilities, and telephone.  All
     costs to be prorated to appropriate
     properties.

1.5  APARTMENT FOR ON-SITE STAFF
     Owner shall provide a suitable
     apartment(s) on the Premises, if deemed
     appropriate by mutual consent of both
     parties, for the use of an on-site manager
     and/or a resident janitor and their
     families, rent free, except that such
     resident staff shall pay for heat and
     utilities in the same manner as other
     tenants.  The specific apartment(s) shall
     be the Owner's choice.





Section 2 - Bank Accounts

     The various bank accounts established
     under this Agreement shall at all times be
     established in Owner's name but under
     Agent's control.  Agent's and Owner's
     designees shall be the only parties
     authorized to draw upon such accounts.  No
     amounts deposited in any accounts
     established under this Agreement shall in
     any event be commingled with any other
     funds of Agent.

2.1  OPERATING (AND/OR) RESERVE ACCOUNT(S)
     Agent shall establish a separate
     account(s) known as the Henderson's Wharf
     Baltimore L.P. Apartments Operating
     (and/or) Reserve Account(s), separate and
     apart from Agent's corporate accounts, for
     the deposit of receipts collected as
     described herein, in a bank or other
     institution whose deposits are insured by
     the federal government.  Such depository
     shall be selected by the Agent upon the
     consent of the Owner.  However, Agent
     shall not be held liable in the event of
     bankruptcy or failure of a depository.
     Funds in the Operating (and/or) Reserve
     Account(s) remain the property of Owner
     subject to disbursement of expenses by
     Agent as described in the Agreement.

2.1.1     INITIAL DEPOSIT AND CONTINGENCY
     RESERVE
     Immediately upon commencement of this
     Agreement, Owner shall remit to Agent the
     sum $135,000 to be deposited in the
     Operating (and/or) Reserve Account(s) as
     an initial deposit representing the
     estimated disbursements to be made in the
     first month following the commencement  of
     this Agreement, plus an additional sum of
     $50,000 as a contingency reserve.  If this
     contingency reserve is drawn down, then
     they shall be replenished from operations
     as soon as economically feasible.  Owner
     and Agent shall review the amount of the
     contingency reserve from time to time and
     shall agree in writing on a new
     contingency reserve amount when such is
     required.

2.2  SECURITY DEPOSIT ACCOUNT
     Agent shall, if required by law, maintain
     a separate interest bearing account for
     tenant security deposits and advance
     rentals.  Such account shall be maintained
     in accordance with applicable state or
     local laws, if any.

2.3  FIDELITY BOND
     The Agent will furnish, at its own
     expense, a fidelity bond in the principal
     sum of $1,000,000, which is at least equal
     to the gross potential income for two
     months and is conditioned to protect the
     Owner and the Mortgagee  against
     misappropriation of funds of the Premises
     by the Agent and its employees.  The Agent
     will obtain a bond of like kind to cover
     the on-site personnel expressed in Section
     9.1 and it shall be paid for from Premises
     income.  The other terms and conditions of
     the bond, and the surety thereon, will be
     subject to approval of the Owner and the
     Mortgagee.


Section 3 - COLLECTION OF RENTS AND OTHER
     RECEIPTS

3.1  AGENT'S AUTHORITY
     Agent shall collect (and give receipts
     for, if necessary) all rents, charges and
     other amounts receivable on Owner's
     account in connection with the management
     and operation of the Premises.  Such
     receipts (except tenants' security
     deposits and advance rentals, which shall
     be handled as specified in paragraphs 2.2
     and 3.3 hereof; and special charges, which
     shall be handled as specified in paragraph
     3.2 hereof) shall be deposited in the
     Operating (and/or) Reserve Account(s)
     maintained by Agent for the Premises.

3.2  SPECIAL CHARGES
     If permitted by applicable law, Agent may
     collect from tenants any or all of the
     following:  and administrative charge for
     late payment of rent, a charge for
     returned or non-negotiable checks, a
     credit report fee, an administrative
     charge and/or commission for subleasing.

3.3  SECURITY DEPOSITS
     Agent shall collect, deposit, and disburse
     tenants' security deposits in accordance
     with the terms of each tenant's lease.
     Agent shall pay from operations tenants
     interest upon such security deposits only
     if required by law to do so.  Agent shall
     comply with all applicable state or local
     laws concerning the responsibility for
     security deposits and interest, if any.

Section 4 - DISBURSEMENT FROM OPERATING
     (AND/OR) RESERVE ACCOUNT(S)

4.1  OPERATING EXPENSES
     From the Operating (and/or) Reserve
     Account(s), Agent is hereby authorized to
     pay or reimburse itself for all expenses
     and costs of operating the Premises in
     accordance with approved annual budget
     under Section 6.2 and for all other sums
     due Agent under this Agreement, including
     Agent's compensation under section 17.

4.2  DEBT SERVICE
     Owner shall give Agent advance written
     notice of at least 10 days if Owner
     desires Agent to make any additional
     monthly or recurring payments (such as
     mortgage indebtedness, general taxes, or
     special assessments, or fire, steam
     boiler, or other insurance premiums) out
     of the proceeds from the Premises.  If
     Owner notifies Agent to make such payments
     after the beginning of the term of this
     Agreement, Agent shall have the authority
     to name a new contingency, and Owner shall
     maintain this new contingency reserve
     amount at all times in the Operating
     (and/or) Reserve Account(s).






4.3  NET PROCEEDS
     To the extent that funds are available,
     and after maintaining the cash contingency
     reserve amount as specified in paragraph
     2.1.1, Agent shall transmit cash balances
     to Owner periodically, as follows.  Such
     periodic cash balances shall be remitted
     to the following person(s), in the
     percentage(s) specified, address(es)
     shown:  as directed from time to time by
     Owner.

Section 5 - AGENT NOT REQUIRED TO ADVANCE FUNDS

          In the event the balance in the Operating
     (and/or) Reserve Account(s) is at any time
     insufficient to pay disbursements due and
     payable under paragraphs 4.1, 4.2 and 6.2.
     Owner shall immediately upon notice, remit
     to Agent sufficient funds to cover the
     deficiency and replenish the contingency
     reserve.  In no event shall Agent be
     required to use its own funds to pay such
     disbursements.  Nor shall Agent be
     required to advance any monies to Owner,
     to the Security Deposit Account, or to the
     Operating (and/or) Reserve Account(s).

     If Agent elects to advance any money in
     connection with the Premises to pay any
     expenses for Owner, such advances shall be
     considered a loan subject to repayment
     with interest, and Owner hereby agrees to
     reimburse Agent, including interest as
     provided in paragraph 17.7 and hereby
     authorizes Agent to deduct such amounts
     from any monies due Owner.

Section 6 - FINANCIAL AND OTHER REPORTS

6.1  REPORTING REQUIREMENTS
     By the 20th day of each month, Agent will
     provide to the Owner the following
     schedules for the preceding month, which
     include, but are not limited to:  balance
     sheet, income statement with comparisons
     to budget, general ledger, rent roll, bank
     statements and cash reconciliations, aged
     listing of accounts receivables, listing
     of prepaids, additions to fixed assets
     over $500, intercompany reconciliation,
     listing of accruals and other prepaids,
     tenant security deposit listing, and cash
     flow statement.  In addition, Agent shall,
     on a mutually acceptable schedule, prepare
     and submit to Owner such other reports as
     are agreed on by both parties.

6.2  BUDGETS
     Annual operating budgets for the Premises
     will be approved by the Owner.  Except as
     permitted under Section 10.1 below, annual
     disbursements for each type of operating
     expenses itemized in the budget shall not
     materially exceed the amount authorized by
     the approved budget without prior consent
     of the Owner.  The Agent will prepare a
     recommended operating budget for each
     fiscal year beginning during the term of
     this Agreement, and will submit the same
     to the Owner at least forty-five (45) days
     before the beginning of the fiscal year.
     The Owner will promptly inform the Agent
     of any changes incorporated in the
     approved budget, and the Agent will keep
     the Owner informed of any anticipated
     deviation from the receipts or
     disbursements stated in the approved
     budget.
6.3  OWNER'S RIGHT TO AUDIT
     Owner shall have the right to request
     periodic audits of all applicable accounts
     managed by Agent, and the cost of such
     audit(s) shall be paid by Owner.

6.4  TAX ASSESSMENTS
     Agent will inform Owner of changes in the
     amount of real or personal property tax
     assessments and assist Owner in compiling
     all necessary information in connection
     with any contest or appeal of any
     assessments.

Section 7 - ADVERTISING

     Agent is authorized to advertise the
     Premises or portions thereof for rent
     using periodicals, signs, plans,
     brochures, or displays, or such other
     means as Agent may deem proper and
     advisable and in accordance with Section
     6.2.  Agent is authorized to place signs
     on the Premises advertising the Premises
     for rent, provided such signs comply with
     applicable laws.  The cost of such
     advertising shall be paid out of the
     Operating (and/or) Reserve Account(s).
     All advertising shall make clear that
     Agent is the manager and NOT the Owner of
     the Premises.  Newspaper ads that share
     space with other properties managed by the
     Agent shall be prorated on a reasonable
     basis.

Section 8 - LEASING AND RENTING

8.1  AGENT'S AUTHORITY TO LEASE PREMISES
     Agent shall use all reasonable efforts to
     keep the Premises rented by procuring
     tenants for the Premises.  Agent is
     authorized to negotiate, prepare, and
     execute all leases, including all renewals
     and extensions of leases (and expansions
     of space in the Premises, if applicable)
     and to cancel and modify existing leases.
     Agent shall execute all leases as Agent
     for the Owner.  All costs of leasing shall
     be paid out of the Operating (and/or)
     Reserve Account(s).  No lease shall be in
     excess of two year(s) without written
     approval of Owner.  The form of the lease
     shall be agreed upon by Owner and Agent.

8.2  NO OTHER RENTAL AGENT
     During the time of this Agreement.  Owner
     shall not authorize any other person,
     firm, or corporation to negotiate or act
     as leasing or rental agent with respect to
     any leases for space in the Premises.
     Owner agrees to promptly forward all
     inquiries about leases to Agent.

8.3  RENTAL RATES
     Agent, with the consent of the Owner, is
     authorized to establish and change or
     revise all rents, fees, or deposits, and
     any other charges chargeable with respect
     to the Premises.




8.4  ENFORCEMENT OF LEASES
     Agent is authorized to institute, in
     Owner's name, all legal actions or
     proceedings for the enforcement of any
     lease term, for the collection of rent or
     other income from the Premises or for the
     evicting or dispossessing of tenants or
     other persons from the Premises.  Agent is
     authorized to sign and serve such notices
     as Agent deems necessary for lease
     enforcement, including the collection of
     rent or other income.  Agent is
     authorized, when expedient, to settle,
     compromise, and release such legal actions
     or suits or reinstate such tenancies.  Any
     monies for such settlements paid out by
     Agent shall not exceed $5,000 without
     prior approval by Owner.  Attorney's fees,
     filing fees, court costs, and other
     necessary expenses incurred in connection
     with such actions and not recovered from
     tenants shall be paid out of the Operating
     (and/or) Reserve Account(s) or reimbursed
     directly to Agent by Owner.  Agent may
     select the attorney of its choice to
     handle such litigation upon the advise and
     consent of Owner.

Section 9 - EMPLOYEES

9.1  AGENT'S AUTHORITY TO HIRE
     Agent is authorized to hire, supervise,
     discharge, and pay all servants,
     employees, contractors or other personnel
     necessary to be employed in the
     management, maintenance, and operation of
     the Premises in accordance with the
     approved budget mentioned in Section 6.2.
     All employees shall be deemed employees of
     the Agent.

9.2  OWNER PAYS EMPLOYEE EXPENSES
     All wages and fringe benefits payable to
     such employees hired per paragraph 9.1
     above, and all local, state, and federal
     taxes and assessment (including but not
     limited to Social Security taxes,
     unemployment insurance and workers'
     compensation insurance) incident to the
     employment of such personnel, shall be
     reimbursed to the Agent out of the
     Operating (and/or) Reserve Account(s) in
     accordance with the approved budget, and
     shall be treated as operating expenses.

9.3  AGENT'S AUTHORITY TO FILE RETURNS
     Agent shall do and perform all acts
     required of an employer with respect to
     the Premises and shall execute and file
     all tax and other returns required under
     the applicable federal, state and local
     laws, regulations, and/or ordinances
     governing employment, and all other
     statements and reports pertaining to labor
     employed in connection with the Premises
     and under any similar federal or state law
     now or hereafter in force.  In connection
     with such filing, Owner shall be
     responsible for all amounts required to be
     paid under the foregoing laws, and Agent
     shall pay the same from the Operating
     (and/or) Reserve Account(s).  Any
     penalties assessed to Owner and incurred
     due to the negligence of Agent shall be
     paid for by Agent.

9.4  WORKER'S COMPENSATION INSURANCE
     Agent shall, at Owner's expense, maintain
     worker's compensation insurance covering
     all liability of the employer under
     established worker's compensation laws.
9.5  HOLD HARMLESS, LABOR LAWS
     Agent shall be responsible for compliance
     with all applicable state or federal labor
     laws.  Owner shall indemnify, defend, and
     save Agent harmless from all claims,
     investigations, and suites, or from
     Owner's action or failures to act, with
     respect to any alleged or actual violation
     of state or federal labor laws.
     Conversely, Agent shall indemnify, defend
     and save Owner harmless from all claims,
     investigations, and suits, or from Agent's
     actions or failure to act with respect to
     any alleged or actual violations of state
     or federal labor laws.  Agent's or Owner's
     obligation with respect to such
     violation(s) shall include payment of all
     settlements, judgments, damages,
     liquidated damages, penalties,
     forfeitures, back pay awards, court costs,
     litigation expenses, and attorney's fees.

Section 10 - MAINTENANCE AND REPAIR

     Agent is authorized to make or cause to be
     made, through contracted services or
     otherwise, all ordinary repairs and
     replacements reasonably necessary to
     preserve the Premises in its present
     condition and for the operating efficiency
     of the Premises, and all alterations
     required to comply with lease
     requirements, governmental regulations, or
     insurance requirements.  Agent is also
     authorized to decorate the Premises and to
     purchase or rent, on Owner's behalf, all
     equipment, tools, appliances, materials,
     maintenance, or operation of the Premises.
     Such maintenance and decorating expenses
     shall be made in accordance to approved
     budget and shall be paid out of the
     Operating (and/or) Reserve Account(s).
     This section applies except where
     decorating and/or maintenance are at
     tenants' expense as stipulated in a lease.

10.1 APPROVAL FOR EXCEPTIONAL MAINTENANCE
     EXPENSE
     The expense to be incurred for any one
     item of maintenance alteration,
     refurbishing, or repair shall not exceed
     the sum of $5,000 unless such expense is
     specifically authorized by Owner or is
     incurred under such circumstances as Agent
     shall reasonable deem to be an emergency.
     In an emergency where repairs are
     immediately necessary for the preservation
     and safety of the Premises, or to avoid
     the suspension of any essential service to
     the Premises, or to avoid danger to life
     or property, or to comply with federal,
     state, or local law, such emergency
     repairs shall be made by Agent at Owner's
     expense prior approval.

Section 11 - CONTRACTS, UTILITIES AND SERVICES

     Agent is authorized to negotiate contracts
     for non-recurring items of expense, not to
     exceed $5,000, unless approved by Owner,
     and to enter into agreements in Owner's
     name for all necessary repairs,
     maintenance, minor alterations, and
     utility services.  Agent shall, in Owner's
     name and at Owner's expense, make
     contracts on Owner's behalf for
     electricity, gas, telephone, fuel, or
     water, and such other services as Agent
     shall deem necessary or prudent for the
     operation of the Premises.  All utility
     deposits shall be the Owner's
     responsibility, except that Agent may pay
     same from the Operating (and/or) Reserve
     Account(s) at Owner's request.

Section 12 - RELATIONSHIP OF AGENT TO OWNER

     The relationship of the parties to this
     Agreement shall be that of Principal and
     Agent, and all duties to be performed by
     Agent under this Agreement shall be for
     and on behalf of Owner, in Owner's name
     and for Owner's account.  In taking any
     under the Agreement, Agent shall be acting
     only as Agent for Owner, and nothing in
     this Agreement shall be construed as
     creating a partnership, joint venture, or
     any other relationship between the parties
     to this Agreement except that of Principal
     and Agent, or as requiring Agent to bear
     any portion of losses arising out of or
     connected with the ownership or operation
     of the Premises.  Nor shall Agent at any
     time during the period of this Agreement
     to be considered a direct employee of
     Owner.  Neither party shall have the owner
     to bind or obligate the other except as
     expressly set forth in this Agreement
     except that Agent is authorized to act
     with such additional authority and power
     as may be necessary to carry out the
     spirit and intent of this Agreement.

Section 13 - SAVE HARMLESS

     The Owner will indemnify the Agent
     harmless against and hold the Agent
     harmless from and against any liabilities,
     damages, costs and expenses (including
     reasonable attorney's fees) sustained or
     incurred for injury to any person or
     property  in, about, and in conjunction
     with the buildings, unless such injury
     shall be caused by the Agent's own
     negligence or willful misconduct; and any
     liability, damages, penalties, costs and
     expenses (including reasonable attorney's
     fees) statutory or otherwise, for all acts
     performed by the Agent in accordance with
     the terms of this Agreement or pursuant to
     the instructions of the Owner, provided,
     in each of the foregoing instances, that
     the Agent promptly advises the Owner of
     its receipt of information concerning any
     such injury and the amount of any such
     liability, damages, penalties, costs and
     expenses.

     The Agent will indemnify the Owner
     harmless against and hold the Owner
     harmless from and against; any
     liabilities, damages, costs and expenses
     (including reasonable attorney's fees)
     sustained or incurred for injury to any
     person or property in, about, and in
     conjunction with the buildings caused by
     the Agent's own negligence or willful
     misconduct; and any liability, damages,
     penalties, costs and expenses (including
     reasonable attorney's fees) statutory or
     otherwise, for all acts performed by the
     Agent not in accordance with the terms of
     this Agreement or not pursuant to the
     instructions of the Owners.









Section 14 - LIABILITY INSURANCE

     Owner and Agent shall obtain and keep in
     force adequate insurance against physical
     damage (e.g. fire with extended coverage
     endorsement, boiler and machinery, etc.)
     and against liability for loss, damage, or
     injury to property or persons which might
     arise out of the occupancy, management,
     operation, or maintenance of the Premises.
     The amounts and types of insurance shall
     be acceptable to both Owner and Agent, and
     any deductible required under each
     insurance policies shall be Owner's
     expense.  Agent shall be covered as
     additional insured on all liability
     insurance maintained with respect to the
     Premises.  Liability insurance shall be
     adequate to protect the interest of both
     Owner and Agent and in form, substance,
     and amounts reasonable satisfactory to
     Agent.  Owner agrees to furnish Agent with
     certificates evidencing such insurance or
     with duplicate copies of such policies
     within 10 days of the execution of this
     Agreement.  If Owner fails to do so, Agent
     may but shall not be obligated to place
     said insurance and charge the cost thereof
     to the Operating (and/or) Reserve
     Account(s).  Said policies shall provide
     that notice of default or cancellation
     shall be sent to Agent as well as Owner
     and shall require a minimum of 30 days
     written notice to Agent before any
     cancellation of or changes to said
     policies.

Section 15 - AGENT ASSUMES NO LIABILITY

     Agent assumes no liability whatsoever for
     any acts or omissions of Owner or any
     previous owners of the Premises, or any
     previous management or other agent of
     either.  Agent assumes no liability for
     any failure of or default by any tenant
     in the payment of any rent or other
     charges due Owner or in the performance
     of any obligations owned by any tenant to
     Owner pursuant to any lease or otherwise.
     Nor does Agent assume any liability for
     previously unknown violations or
     environmental or other regulations which
     may become unknown during the period of
     this Agreement is in effect.  Any such
     regulatory violations or hazards
     discovered by Agent shall be brought to
     the attention of the Owner in writing and
     Owner shall promptly cure them.

Section 16 - OWNER RESPONSIBLE FOR ALL EXPENSES
OF LITIGATION

     Owner shall reimburse all reasonable
     expenses incurred by Agent, including but
     not limited to, attorneys' fee and Agent's
     costs and time, any liability, fines,
     penalties or the like, in connection with
     any claim, proceeding, or suit involving
     an alleged violation by Agent or Owner, or
     both, of any law pertaining to fair
     employment, fair credit reporting,
     environmental protection, rent control,
     taxes, or fair housing, including, but not
     limited to, any law prohibiting or making
     illegal discrimination on the basis or
     race, sex, creed, color, religion,
     national origin, or mental or physical
     handicap, provided, however, that Owner
     shall not be responsible to Agent for any
     such expenses in the event Agent is
     finally adjudged to have personally, and
     not in a representative capacity, violated
     any such law.  Nothing contained in this
     Agreement shall obligate Agent to employ
     legal counsel to represent Owner in any
     such proceeding or suit.
16.1 FEES FOR LEGAL ADVICE
     Owner shall pay reasonable expenses
     incurred by Agent in obtaining legal
     advice regarding compliance with any law
     affecting the Premises or activities
     related to them.  If such expenditure also
     benefits others for whom Agent in this
     Agreement acts in a similar capacity,
     Owner agrees to pay an apportioned amount
     of such expense.

Section 17 - AGENT'S COMPENSATION AND EXPENSES

     As compensation for the services provided
     by Agent under this Agreement (and
     exclusive of reimbursement of expenses to
     which Agent is entitled hereunder).  Owner
     shall pay Agent as follows:

17.1 FOR MANAGEMENT SERVICES
     The greater of (i) $ N/A per month or (ii)
     4% of the total monthly gross receipts
     from the premises, payable by the 10th day
     of the current month for the duration of
     this Agreement.  Payments due Agent for
     Periods of less than a calendar month
     shall be prorated over the number of days
     for which compensation is due.  The
     percentage amount set forth in (ii) above
     shall be based upon the total gross
     receipts from the premises during the
     preceding month.

     The term "gross receipts" shall be deemed
     to include all collected rents and other
     income and charges from the normal
     operation of the Premises, including, but
     not limited to, rents, parking fees,
     laundry income, forfeited security
     deposits, pet deposits, other fees and
     deposits, special charges listed in
     paragraph 3.2, or excess interest on
     security deposits (from paragraph 3.3),
     and other miscellaneous income.  Gross
     receipts shall NOT be deemed to include
     the value of units provided to on-site
     staff nor income arising out of the sale
     of real property or settlement of fire or
     other casualty losses and items of a
     similar nature.

17.2 FOR APARTMENT LEASING
     N/A.

17.3 FOR COMMERCIAL LEASING
     N/A.

17.4 FOR MODERNIZATION
(REHABILITATION/CONSTRUCTION)
     N/A.

17.5 FOR FIRE RESTORATION
     10% of total restoration if Claremont
     Management Corporation acts as general
     contractor.

17.6 FOR OTHER ITEMS OF MUTUAL AGREEMENT
     To be determined if situation arises.


17.7 INTEREST ON UNPAID SUMS
     Any sums due Agent under any provisions of
     this Agreement, and not paid within 30
     days after such sums have become due,
     shall bear interest at the rate of the
     Fleet prime rate.

Section 18 - REPRESENTATIONS

     Owner represents and warrants:  That Owner
     has full power and authority to enter this
     Agreement; that there are no written or
     oral agreements affecting the Premises
     other than tenant leases, copies of which
     have been furnished to Agent; that there
     are no recorded easements, restrictions,
     reservations, or rights of way which
     adversely affect the use of the Premises
     for the purposes intended under this
     Agreement; that to the best of Owner's
     knowledge, the property is zoned for the
     intended use; that all leasing and other
     permits for the operation of the Premises
     have been secured and are current; that
     the building and its been secured and are
     current; that the building and its
     construction and operation do not violate
     any applicable statutes, laws, ordinances,
     rules regulations, orders, or the like
     (including, but not limited to, those
     pertaining to hazardous or toxic
     substances); that the building does not
     contain any asbestos, urea, formaldehyde,
     radon, or other toxic or hazardous
     substance; and that no unsafe conditions
     exists.

Section 19 - STRUCTURAL CHANGES

     Owner expressly withholds from Agent any
     power or authority to make any structural
     changes in any building, or to make any
     other major alterations or additions in or
     to any such building or to any equipment
     to any such building, or to incur any
     expense chargeable to Owner other than
     expenses related to exercising the express
     powers vested in Agent through this
     Agreement, without the prior written
     consent of the following person or his
     designee:

          Terrence Sullivan
          Boston Bay Capital, Inc.
          One Liberty Square
          Boston, MA 02109

     However, such emergency repairs as may be
     required because of danger to life or
     property, or which are immediately
     necessary for the preservation and safety
     of the Premises or the safety of the
     tenants and occupants thereof, or required
     to avoid the suspension of any necessary
     service to the Premises, or to comply with
     any applicable federal, state, or local
     laws, regulations, or ordinances, shall be
     authorized pursuant to paragraph 10.1 of
     this Agreement, and Agent shall notify
     Owner appropriately.





Section 20 - BUILDING COMPLIANCE

     Agent does not assume and is given no
     responsibility for compliance of the
     Premises or any building thereon or any
     equipment therein with the requirements of
     any building codes or with any statue,
     ordinance, law, or regulation or  any
     governmental body or of any public
     authority or official thereof having
     jurisdiction, except to notify Owner
     promptly or forward to Owner promptly any
     complaints, warnings, notices, or summons
     received by Agent relating to such
     matters.  Owner represents that to the
     best of Owner's knowledge the Premises and
     all such equipment comply with all such
     requirements, and Owner authorizes Agent
     to disclose the ownership of the Premises
     to any such officials and agrees to
     indemnify and hold Agent, its
     representatives, servants, and employees,
     harmless of and from all loss, cost,
     expense, and liability whatsoever which
     may be imposed by reason of any present or
     future violation or alleged violation of
     such laws, ordinances, statues, or
     regulations.

Section 21 - TERMINATION

21.1 TERMINATION BY EITHER PARTY
     This Agreement may be terminated by either
     Owner or Agent, with or without cause, at
     the end of the initial term or of any
     following term year upon the giving of 30
     days' written notice prior to the end of
     said initial term or following terming
     year.

21.2 TERMINATION FOR CAUSE
     Notwithstanding the foregoing, the
     Agreement shall terminate in any event,
     and all obligations of the parties
     hereunder shall cease (except as to
     liabilities or obligations which have
     accrued or arisen prior to such
     termination, or which accrue pursuant to
     paragraph 21.3 as a result of such
     termination, and obligations to insure and
     indemnify), upon the occurrence of any of
     the following events:

     a.   BREACH OF AGREEMENT - Thirty (30)
     days after the receipt of notice by either
     party to the other specifying in detail a
     material breach of this Agreement, if such
     breach has not been cured within said
     thirty (30) day period; or if such breach
     is of a nature that it cannot be cured
     within said (30) day period but can not be
     cured with a reasonable time thereafter,
     if efforts to cure such breach have not
     commenced or/and such efforts are not
     proceeding and being continued diligently
     both during and after such thirty (30) day
     period prior to the breach being cured.
     HOWEVER, the breach of any obligation of
     either party hereunder to pay any monies
     to the other party under the terms of this
     Agreement shall be deemed to be curable
     within thirty (30) days.






21.2 TERMINATION FOR CAUSE (Cont.)

     b.   FAILURE TO ACT, ETC. - In the event
that any insurance required of Owner is not
     maintained without any lapse, or it is
     alleged or charged that the Premises, or
     any portion thereof, or any act or failure
     to act by Owner, its agent and employees
     with respect to the Premises, fails to
     comply with any law or regulations, or any
     order or ruling of any public authority,
     and Agent, in its sole discretion,
     considers that the action or position of
     Owner or its representatives with respect
     thereto may result in damage or liability
     to Agent, or disciplinary proceeding with
     respect to Agent's license. Agent shall
     have the right to terminate this Agreement
     at any time by written notice to Owner of
     its election to do so, which termination
     shall be effective upon the service of
     such notice.  Such termination shall not
     release the indemnities of Owner set forth
     herein.

     c.   EXCESSIVE DAMAGE - Upon the
     destruction of or substantial damage to
     the Premises by any cause, or the taking
     of all or a substantial portion of the
     Premise of the Premises by eminent domain,
     in either case making it impossible or
     impracticable to continue operation of the
     Premises.

     d.   INADEQUATE INSURANCE - If Agent deems
     that the liability insurance obtained by
     Owner per section 14 is not reasonable
     satisfactory to protect its interest under
     this Agreement, and if Owner and Agent
     cannot agree as to adequate insurance.
     Agent shall have the right to cancel this
     Agreement upon the service of notice to
     Owner.

21.3 TERMINATION COMPENSATION
     If (i) Owner terminates this Agreement
     before the end of the initial term or any
     subsequent term year as provided in
     paragraph 21.1 above for any reason other
     than for a breach by Agent under paragraph
     21.2 (a) above, or if (ii) Agent
     terminates this Agreement for a breach by
     Owner under paragraph 21.2 (a) above or
     pursuant to the provisions of paragraph
     21.2 (b) or 21.2 (d) above, then in any
     such event, Owner shall be obligated to
     pay Agent as liquidated damages an amount
     equal to the management fee earned by
     Agent, as determined under paragraph 17.1
     above, for the calendar month immediately
     preceding the month in which the notice of
     termination is given to Agent or to Owner,
     multiplied by the number of months and/or
     portions thereof remaining from the
     termination date until the end of the
     initial term or term year in which the
     termination occurred.  Such damages, plus
     any amounts accruing to Agent prior to
     such termination, shall be due and payable
     upon termination of this Agreement.  To
     the extent that funds are available, such
     sums shall be payable from the Operating
     (and/or) Reserve Account(s).  Any amount
     due in excess of the funds available from
     the Operating (and/or) Reserve Account(s)
     shall be paid by Owner to Agent upon
     demand.




21.4 OWNER RESPONSIBLE FOR PAYMENTS
     Upon Termination or withdrawal from this
     Agreement, Owner shall assume the
     obligations of any contract or outstanding
     bill executed by Agent under this
     Agreement for and on behalf of Owner and
     responsibility for payment of all unpaid
     bills.  In addition, Owner shall furnish
     Agent security, in an amount satisfactory
     to Agent, against any obligations or
     liabilities with Agent may have properly
     incurred on Owner's behalf under this
     Agreement.

     Agent may withhold funds for ninety (90)
     days after the end of the month in which
     this Agreement is terminated, in order to
     pay bills previously incurred by not yet
     invoiced and to close accounts.  Agent
     shall deliver to Owner, within ninety (90)
     days after the end of the month in which
     this Agreement is terminated, any balance
     of monies due Owner or of tenant security
     deposits, or both which were held by Agent
     with respect to the Premises, as well as a
     final accounting reflecting the balance of
     income and expenses with respect to the
     Premises as of the date of termination or
     withdrawal, and all records, contracts,
     leases, receipts for deposits, and other
     papers or documents which pertain to the
     Premises.

21.5 SALE OF PREMISES
     In the event that the Premises are sold by
     Owner during the period of this Agreement,
     Agent may, upon agreement with Owner and
     in accordance with Owner's partnership
     agreement, obtain rights of representation
     in the sale as stated in a specific sales
     agreement to be negotiated separately.
     Upon transfer of ownership, this Agreement
     shall terminate by mutual consent of Owner
     and Agent under the term and conditions
     set forth below:

          The agreement shall automatically
          terminate upon sale of premises to a
          bona fide Third Party without
          penalty.  A minimum of sixty days
          notice is required.

Section 22 - INDEMNIFICATION SURVIVES
TERMINATION

     All representatives and warranties of the
     parties contained herein shall survive the
     termination of this Agreement.  All
     provisions of this Agreement that require
     Owner to have insured or to defend,
     reimburse, or indemnify Agent (including,
     but not limited to, paragraphs, 2.1, 2.3,
     5, 8.4, 9.2, 13, 14, 15, 16, 17.7, 20,
     21.3 and 21.4) shall survive any
     termination; and if Agent is or becomes
     involved in any proceedings or litigation
     by reason of having been Owner's Agent,
     such provisions shall apply as if this
     Agreement were still in effect.

Section 23 - HEADINGS

     All headings and subheadings employed
     within this Agreement and in the
     accompanying List of Provisions are
     inserted only for convenience and ease of
     reference and are not to be considered in
     the construction or interpretation of any
     provision of this Agreement.



Section 24 - FORCE MAJEUR

     Any delays in the performance of any
     obligation of Agent under this Agreement
     shall be excused to the extent that such
     delays are caused by wars, national
     emergencies, natural disasters, strikes,
     labor disputes, utility failures,
     governmental regulations, riots, adverse
     weather, and other similar causes not
     within the control of Agent, and any time
     periods required for performance shall be
     extended accordingly.

Section 25 - COMPLETE AGREEMENT

     This Agreement, including any specified
     attachments, constitutes the entire
     agreement between Owner and Agent with
     respect to the management and operation of
     the Premises and supersedes and replaces
     any and all previous management agreements
     entered into or/and negotiated between
     Owner and Agent relating to the Premises
     covered by this Agreement.  No change to
     this Agreement shall be valid unless made
     by supplemental written agreement executed
     and approved by Owner and Agent.  Except
     as otherwise provided herein, any and all
     amendments, additions, or deletions to
     this Agreement shall be null and void
     unless approved by Owner and Agent in
     writing.  Each party to this Agreement
     hereby acknowledges and agrees that the
     other party has made no warranties,
     representations, covenants, or agreements,
     express or implied, to such party, other
     than those expressly set forth herein, and
     that each party, in entering into and
     executing this Agreement, has relied upon
     no warranties, representations, covenants,
     or agreement, express or implied, to such
     party, other than those expressly set
     forth herein.

Section 26 - RIGHTS CUMULATIVE; NO WAIVER

     No right or remedy herein conferred upon
     or reserved to either of the parties to
     this Agreement is extended to be exclusive
     of any other right or remedy, and each and
     every right and remedy shall be cumulative
     and in addition to any other right or
     remedy given under this Agreement or now
     or thereafter legally existing upon the
     occurrence of an event or default under
     this Agreement.  The failure of either
     party to this Agreement to insist at any
     time upon the strict observance or
     performance of any of the provisions of
     this Agreement, or to exercise any right
     or remedy as provided in this Agreement,
     shall not impair any such right or remedy
     with respect to subsequent defaults.
     Every right and remedy given by this
     Agreement to the parties to it may be
     exercised from time to time and as often
     as may be deemed expedient by those
     parties.







Section 27 - APPLICABLE LAW AND PARTIAL
INVALIDITY

     The Execution, interpretation, and
     performance of this Agreement shall in all
     respects be controlled and governed by the
     laws of the State of Massachusetts.  If
     any part of this Agreement shall be
     declared invalid or unenforceable, Agent
     shall have the option to terminate this
     Agreement by notice to Owner.

     Any notices, demands, consents, and report
     necessary or provided for under this
     Agreement shall be in writing and shall be
     addressed as follows, or at such other
     address as Owner and Agent individually
     may specify hereafter in writing:

     Agent:         Claremont Management
Corporation
               Batterymarch Park II
               Quincy, MA 02169
               ATTN:  Charles M. Moran, Jr.

     Owner:    Henderson's Wharf Baltimore L.P.
               c/o Boston Bay Capital, Inc.
               One Liberty Square
               Boston, MA 02109
               ATTN:  Terrence P. Sullivan

     Such notice or other communication may be
     mailed by United States registered or
     certified mail, return receipt requested,
     postage prepaid, and may be deposited in a
     United States Post Office or a depository
     for the receipt of mail regularly
     maintained by the post office.  Such
     notices, demands, consents, and reports
     may also be delivered by hand or by any
     other receipted method or means permitted
     by law.  For purposes of this Agreement,
     notices shall be deemed to have been
     "given" or "delivered" upon personal
     delivery thereof forty-eight (48) hours
     after having been deposited in the United
     States mails as provided herein.

Section 28 - AGREEMENT BINDING UPON SUCCESSORS
     AND ASSIGNS

     This Agreement shall be binding the
     parties hereto and their respective
     personal representatives, heirs,
     administrators, executors, successors and
     assigns.

SIGNATURES

     IN WITNESS WHEREOF, the parties hereto
have affixed or caused to be affixed their
respective signatures this _________ day of
_______________ 1995.

Witnesses:                    Henderson's Wharf
Baltimore, L.P.
                         a Delaware Limited
Partnership ("Borrower")

                         By:  Henderson's Wharf
Development Corporation.
                                 a Delaware
Corporation, General Partner of
                                 Henderson's
Wharf Baltimore, L.P.

__________________________            By:
_________________________________
                                   Terrence P.
Sullivan, President

                         By:  Historic
Preservation Properties 1990 L.P.
                                 TAX CREDIT
FUND, a Delaware L.P., General
                                 Partner of
Henderson's Wharf Baltimore, L.P.

                                 By:  Boston
Historic Partners II L.P., General

Partner of Historic Preservation Properties
                                  1990 L.P. Tax
Credit Fund

                                  By:
Portfolio Advisory Services II, Inc.
                                   General
Partner of BHP II Advisors L.P.

___________________________             By:
____________________________

Terrence P. Sullivan, President of

Portfolio Advisory Services II, Inc.

___________________________        By:
_________________________________
                                      Terrence
P. Sullivan, General Partner of
                                       BHP II
Advisors L.P.


                              Agent:

                                   Firm:
Claremont Management Corporation

___________________________
By:  _______________________________
                                       Charles
M. Moran, Jr., President