After recordation, this instrument
should be returned to:

Kenneth E. Podell, Esq.
Aid Association for Lutherans
4321 North Ballard Road
Appleton, WI  54919

              INDEMNITY DEED OF TRUST AND SECURITY AGREEMENT


                             IN THE AMOUNT OF


                                $6,000,000


                                   FROM


                    HENDERSON"S WHARF BALTIMORE, L.P.,
                                as Grantor,


                                    TO


                  ALAN P. VOLLMANN AND GREGORY B. NUCCI,
                                as Trustee,


                            FOR THE BENEFIT OF


                      AID ASSOCIATION FOR LUTHERANS,
                         a Wisconsin corporation,
                              as Beneficiary.



                      Dated as of February 27, 1996
              INDEMNITY DEED OF TRUST AND SECURITY AGREEMENT


     This Indemnity Deed of Trust and Security Agreement ("Deed of
Trust") is made and entered into as of the ____ day of February,
1996, from HENDERSON"S WHARF BALTIMORE. L.P. ("Grantor"), a
Delaware limited partnership, to ALAN P. VOLLMANN and GREGORY B.
NUCCI, either of whom may act (together, "Trustee"), for the
benefit of AID ASSOCIATION FOR LUTHERANS, a Wisconsin corporation
("Beneficiary"):

A.   Recitals.

     1.   Beneficiary made a loan (the "Loan") in the amount of
$6,000,000.00 to Historic Preservation Properties 1990 L.P. Tax
Credit Fund, a Delaware limited partnership ("Borrower"), as
evidenced by a Deed of Trust Note ("Note") of even date, in the
aggregate principal sum of Six Million Dollars ($6,000,000), both
principal and interest of the Note being payable at the office of
Beneficiary as more specifically set forth therein.  As a condition
of making the Loan, Beneficiary required that Grantor execute and
deliver a certain Guaranty (the "Guaranty") of even date. Grantor
is not primarily liable for the Loan, but has agreed to guaranty
repayment of the amounts due under the Note pursuant to the terms
of the Guaranty.

     2.   Grantor and Beneficiary desire and intend that the Note
be secured by, among other things, (1) this Deed of Trust; (2)
Assignment of Rents and Leases, (3) Financing Statements; and (4)
other and sundry documents and agreements.  This Deed of Trust and
all other documents and agreements given as security for the
Guaranty or the Note are referred to collectively as the "Loan
Documents" and singularly as a "Loan Document."

B.   Granting Clause.

     To secure the payment of the principal, interest, and premium,
if any, on the Guaranty and to secure the performance by Grantor of
each and every term, covenant, agreement and condition contained in
the Guaranty and the Loan Documents, Grantor does hereby mortgage,
convey, and grant, with general warranty of title, to Trustee, in
trust for the benefit of Beneficiary, its successors and assigns,
forever, in fee simple, with power of sale, to have and to hold all
and singular, in the following described properties:

     1.   The real estate ("Land") described and set forth in
Exhibit A which is attached to and hereby made a part of this Deed
of Trust;

     2.   All right, title, and interest of Grantor, now or at any
time hereafter existing, in and to all highways, roads, streets,
alleys and other public and private thoroughfares, bordering on or
adjacent to the Land, together with all right, title, and interest
of Grantor to the Land lying within such highways, roads, streets,
alleys, and other public thoroughfares and all heretofore or
hereafter vacated highways, roads, streets, alleys and public and
private thoroughfares and all strips and gores adjoining or within
the Land or any part thereof;

     3.   All buildings, structures, improvements, plants, works,
and fixtures now or at any time hereafter located on the Land and,
without any further act, all articles of personal property now or
hereafter owned by Grantor used in connection with the Land and
such buildings, structures, improvements, plants, works and 
fixtures, all extensions, additions, betterments, substitutions,
and replacements thereof; 

     4.   All rights, privileges, permits, licenses, easements,
consents, tenements, hereditaments, and appurtenances now or at any
time hereafter belonging to or in any wise appertaining to the Land
or to any property now or at any time hereafter comprising a part
of the property subject to this Deed of Trust; and all right, title
and interest of Grantor, whether now or at any time hereafter
existing, in all reversions and remainder to the Land and such
other property, and all rents, income, issues, profits, royalties,
and revenues derived from or belonging to such Land and other
property subject to this Deed of Trust or any part thereof;

     5.   Any and all proceeds of the conversion, whether voluntary
or involuntary, of all or any part of the Land and other property
and interests subject to this Deed of Trust into cash or liquidated
claims, including without limitation by reason of specification,
proceeds of insurance and condemnation awards;

     6.   All causes of action and recoveries for any damage, loss
or diminution in value of the property; and 

     7.   All other personal property identified in Exhibit B set
forth hereto and, without limiting the generality of the foregoing,
a security interest in all of Grantor"s present and future
"fixtures," "equipment," "general intangibles," "contract rights,"
and "accounts receivable" (as said quoted terms are defined in or
encompassed by the Uniform Commercial Code of the State of Maryland).

     Any reference herein to the "Premises" shall be deemed to
apply to the above-described Land and all other property, interests
and items covered by this Granting Clause, unless the context shall
require otherwise.  Any reference herein to the "Collateral" shall
be deemed to apply to personalty located on the Premises.

C.   Warranties.

     Grantor hereby warrants to and covenants with Beneficiary, its
successors and assigns, that:

     1.   Grantor has good and indefeasible title to the Premises
in fee simple, free and clear of all liens, charges, and 
encumbrances whatever except those specifically set forth in the
lender"s title insurance policy delivered to Beneficiary with this
Deed of Trust which have been approved in writing by Beneficiary
(the "Permitted Encumbrances");

     2.   Grantor has the full right and authority to execute and
deliver to Beneficiary the Note and the Loan Documents;

     3.   Grantor has taken all action required by law or otherwise
necessary to make the Note and Loan Documents the valid, binding,
and legal obligations of Grantor;

     4.   The lien and security interest created by this Deed of
Trust are and will be kept a first lien and security interest upon
the Premises, except for the Permitted Encumbrances, and Grantor
will forever warrant and defend the same to Beneficiary, its
successors and assigns, against any and all claims and demands
whatever; and

     5.     Grantor is a business or commercial organization within
the meaning of Sections 12-101(c) and 12-103(e) of the Commercial
Law Article of the Annotated Code of Maryland and further 
represents and warrants that the Loan was made and transacted
solely for the purpose of carrying on or acquiring a business or
commercial investment.

     Provided always, and upon the express condition that if all of
the principal, interest and premium, if any, on the Note shall be
paid and discharged in accordance with the terms and conditions
therein contained, and if all other agreements and obligations of
Grantor under the Guaranty, the Loan Documents, and all  other
agreements between Grantor and Beneficiary, whether now or at any
time hereafter existing, shall be discharged in accordance with the
terms and conditions therein and herein expressed, then these
presents to be void, otherwise this Deed of Trust to remain in full
force and effect.

                                 ARTICLE I

                           COVENANTS OF GRANTOR


     Grantor does hereby covenant and agree with Beneficiary, its
successors and assigns, as follows:

     1.1  Payment.  Grantor shall duly and punctually pay the
principal, interest, and premium, if any, on the Guaranty hereby
secured, when and as the same shall become due and payable in
accordance with the terms thereof, and shall duly and punctually
perform and observe all of the terms, covenants, and conditions to
be performed or observed by Grantor in the Guaranty and the Loan
Documents.

     1.2  Security.  All of the Premises shall stand as security
for the Guaranty and for the performance or observance by Grantor
of the terms, covenants, and agreements to be performed or observed
by Grantor in the Guaranty, the Loan Documents, and all other
agreements between Grantor and Beneficiary, whether now or at any
time hereafter existing, and the lien and security interest hereof,
subject only to the exceptions herein noted, is and shall be a
valid and continuing first lien and security interest upon all of
the Premises.  From time to time upon the request by Beneficiary,
Grantor shall, at its expense, execute and deliver such 
supplemental mortgages, security agreements, additional assignments
of leases and any further conveyances and instruments as may, in
the reasonable opinion of Beneficiary, be necessary or desirable in
order to effectuate, continue and preserve the lien and security
interest created by this Deed of Trust and the Loan Documents and
the priority thereof upon all the Premises and to make subject to
the lien hereof any property hereafter to be subjected to the lien
of this Deed of Trust.

     1.3  Negative Covenants.  So long as any indebtedness secured
hereby remains unpaid, Grantor covenants and agrees with Beneficiary
that it will not, directly or indirectly, without the
prior written consent of Beneficiary:

          Liens.  Create, permit to exist, or assume any mortgage,
     pledge, or other lien or encumbrance upon the Premises or any
     part thereof or any interest therein other than (1) the Deed
     of Trust lien and security interest of Beneficiary created by
     the Loan Documents; and (2) the Permitted Encumbrances, or

          Dispositions.  Sell, transfer, assign, convey, or
     otherwise dispose of or permit the sale, transfer, assignment,
     conveyance or other disposition of in any manner, whether
     voluntarily or involuntarily, by operation of the law or
     otherwise, the Premises or any part thereof or any interest
     therein.  For purposes of this subparagraph, a sale of the
     Premises shall mean (1) any transfer or other alteration in
     any interest which any member, general partner or shareholder,
     specifically including Terrence P. Sullivan, holds (directly
     or indirectly) in Grantor or in any entity which holds an
     interest in Grantor, including any transfer of any membership
     interests, general partnership interests or controlling shares
     of any limited liability company, partnership or corporate
     Grantor (except a corporate trustee) to any person or persons
     other than those holding such interests or shares (i) on the
     date this Deed of Trust is executed with regard to any limited
     liability company, partnership or corporate Grantor, or (ii)
     on the date of a permitted assignment of the beneficial 
     interest in Grantor, with regard to a successor limited
     liability company, partnership or corporate Grantor in the
     event of such a permitted assignment; (2) any termination of
     limited liability company, partnership or corporate existence
     by any partnership or corporate Grantor; and (3) any grant of
     an option to purchase, an installment sales contract or land
     contract.

          Notwithstanding the foregoing paragraph, transfers
     resulting from the death or incapacity of Terrence P. Sullivan
     are permitted upon written consent of Beneficiary, which
     consent shall not be unreasonably withheld and upon the
     payment of a One Thousand and No/100 Dollars ($1,000.00)
     review fee to Beneficiary and the payment of all fees and
     expenses incurred by Beneficiary or its counsel, and upon
     delivery to Beneficiary of all documents required by 
     Beneficiary to maintain all of Beneficiary"s security under
     any Loan Documents or other security related to the Note.

          1.4  Affirmative Covenants.  So long as all or any part
     of the principal, interest, premium, or any other amount due
     Beneficiary under the Note, the Guaranty, any of the Loan
     Documents or any other agreement between Grantor and 
     Beneficiary whether now or at any time hereafter existing,
     remains outstanding and unpaid, Grantor hereby further
     covenants and agrees that it shall:

          Property Taxes.  Pay and discharge all taxes, assessments
     and governmental charges of every character lawfully imposed
     upon the Premises, and Grantor shall not suffer any of the
     Premises to be sold or forfeited for any tax, special 
     assessment, governmental charge or claim whatsoever. Promptly
     following payment of taxes, assessments and governmental
     impositions upon the Premises, Grantor shall deliver to
     Beneficiary a copy of the bill therefor showing payment
     thereof.

          Liens.  Pay and discharge all claims for labor,
     materials, or supplies, which if unpaid, might by law become
     a lien or charge against the Premises.

          Mortgage Taxes.  Pay and discharge all taxes,
     assessments, and governmental charges of every character
     whatever that may be levied upon or on account of this Deed of
     Trust or the indebtedness secured hereby whether levied 
     against Grantor or otherwise.  In the event payment by grantor
     of any tax, assessment or charge referred to in the foregoing
     sentence would result in the payment of interest in excess of
     the rate permitted by law, then Beneficiary may, at its 
     option, (i) declare the entire principal balance of the
     indebtedness secured hereby, together with interest thereon,
     to be due and payable immediately, without notice, or (ii) pay
     that amount or portion of such tax, assessment or governmental
     charge as renders payment of the balance thereof by Grantor
     not in excess of the interest rate permitted by law, in which
     event the Grantor shall pay the balance of such tax, 
     assessment or governmental charge.

          Deposits.  Pay to the Beneficiary monthly, in addition to
     each payment required under the Note, a sum equivalent to one-
     twelfth (1/12) of the amount estimated by Beneficiary to be
     sufficient to enable Beneficiary to pay, at least thirty (30)
     days before they become due, all taxes, assessments and other
     similar charges levied against the Premises. 

     Beneficiary.  shall not be required to hold such sums in segregated
     accounts, and no interest shall be payable by Beneficiary to
     Grantor with respect to any amounts paid by Grantor pursuant
     to this subparagraph.  Upon demand by Beneficiary, Grantor
     shall deliver and pay over to Beneficiary such additional sums
     as are necessary to satisfy any deficiency in the amount
     necessary to enable Beneficiary to fully pay any of the items
     hereinabove mentioned before the same become due.  In the
     event of an Event of Default (as hereinafter defined), or any
     default by Grantor in the performance of any terms, covenants,
     or conditions contained herein, in the Guaranty, or in any of
     the Loan Documents, Beneficiary may apply against the 
     indebtedness secured hereby, in such manner as Beneficiary may
     determine, any funds of Grantor then held by Beneficiary under
     this subparagraph.  In the event of a sale of the Premises,
     any funds on deposit with Beneficiary automatically, and
     without the necessity of further notice or written assignment,
     shall be transferred and held thereafter for the account of
     the new owner to be applied in accordance with this paragraph;
     provided, however, no sale of the Premises shall be made
     subject to this Deed of Trust without Grantor first obtaining
     the prior written consent of Beneficiary as herein required.

          Maintenance, Waste, Use.  Maintain, preserve, and keep
     the Premises and all parts thereof, in good repair, working
     order and condition, and from time to time make all needful
     and proper repairs, renewals and replacements thereto so as at
     all times to maintain the efficiency thereof.  Grantor shall
     abstain from and will not suffer the commission of waste on
     the Premises and will promptly notify Beneficiary in writing
     of the occurrence of any loss or damage to the Premises.
     Grantor shall not materially alter the buildings,
     improvements, fixtures, equipment, machinery or other property
     now or hereafter upon the Land comprising the Premises, or
     remove the same therefrom, or permit any tenant or other
     person to do so, without the written consent of Beneficiary.
     Grantor will, at its sole cost and expense, promptly remove,
     or cause the removal of, any and all hazardous or toxic 
     substances or wastes or solid wastes or the effects thereof at
     any time identified as being on, in, under, or affecting the
     Premises which in the sole and absolute judgment of 
     Beneficiary lessen the value of the Premises.  Grantor will
     not permit any portion of the Premises to be used for any
     unlawful purpose or for any purpose other than that for which
     the same is now being used or intended to be used, as 
     represented in writing by Grantor to Beneficiary. Grantor
     will comply promptly with all laws, statutes, ordinances,
     regulations, rules and orders of all public authorities having
     jurisdiction thereof and with all covenants, agreements and
     restrictions relating to the Premises or the use, occupancy
     and maintenance thereof.  Beneficiary shall have the right at
     any time, and from time to time, to enter the Premises for the
     purpose of inspecting the same.  Nonpayment of any taxes,
     assessments or other governmental charges levied or assessed
     upon the Premises, or any part thereof, shall constitute
     waste.

          Survey of Independent Inspector.  Allow the Beneficiary,
     at any time and from time to time, based on a good faith
     reason or purpose, to engage an independent inspector to
     survey the adequacy of the maintenance of the Premises.  If
     such maintenance is found to be inadequate, such inspector
     shall determine the estimated cost of such repairs and
     replacements necessary to protect and preserve the rentability
     and useability of the said Premises.  In such event, at the
     option of the Beneficiary and within fifteen (15) days after
     written demand therefor, a sum equal to the amount of such
     estimated cost shall thereupon become due and payable by
     Grantor to be applied upon the indebtedness unless within such
     period Grantor, at its own cost and expense, shall have
     completed or shall have commenced and thereafter with
     diligence, completes such repairs and replacements.  In such
     event, the Grantor shall also reimburse the Beneficiary the
     cost of such survey, the same being secured hereby.  If the
     survey determines such maintenance to be adequate, then the
     cost therefor shall be at the expense of Beneficiary. 

          Conduct of Business.  Do or cause to be done all things
     necessary to preserve and keep in full force and effect its
     legal existence and all licenses, rights, and privileges
     necessary for the conduct of its business and comply with all
     valid and applicable statutes, laws, rules, and regulations.

          Insurance.  Grantor shall keep the Premises insured
     against loss or damage by fire, tornado, windstorm and 
     extended coverage perils and such other hazards as may
     reasonably be required by Beneficiary, for the full
     replacement value, including without limitation on the
     generality of the foregoing, war damage insurance whenever in
     the opinion of Beneficiary such protection is necessary and is
     available from an agency of the United States of America.
     Grantor shall also provide liability insurance with such
     limits for personal injury and death and property damage as
     Beneficiary may require in the minimum amount of Two Million
     and No/100 Dollars ($2,000,000.00).  Grantor shall also 
     procure and keep in force with responsible insurers, insurance
     in such amounts as may be determined by Beneficiary to cover
     loss, total or partial, of rentals and other revenues derived
     from the Premises for a period of at least twelve (12) months
     as required by Beneficiary in the minimum amount of Two
     Million Five Hundred Thousand and No/100 Dollars
     ($2,500,000.00).  All policies of insurance to be furnished
     hereunder shall be in forms and amounts satisfactory to
     Beneficiary, with A+, A or A- rated companies that have a
     financial size of X or better as shown in a current Best"s Key
     Rating Guide (or comparable guide book acceptable to 
     Beneficiary if Best"s should become unavailable), with the New
     York standard mortgagee clause endorsement attached to all
     policies in favor of and in form satisfactory to Beneficiary,
     including a provision requiring that the coverage evidenced
     thereby shall not be terminated or materially modified without
     thirty (30) days" prior written notice to Beneficiary.
     Grantor shall deliver all policies, including additional and
     renewal policies, together with evidence of payment of
     premiums thereon, to Beneficiary, and in the case of insurance
     about to expire, shall deliver renewal policies not less than
     thirty (30) days" prior to their respective dates of
     expiration.

          Adjustment of Losses with Insurer and Application of
     Proceeds of Insurance.  Give immediate notice to Beneficiary
     in the event of any loss or damage covered by insurance
     required to be carried hereunder.  Beneficiary may thereupon
     make proof of such loss or damage, if the same is not promptly
     made by Grantor.  All proceeds of insurance, in the event of
     such loss or damage, shall be payable to Beneficiary and any
     affected insurance company is authorized and directed to make
     payment thereof directly to Beneficiary.  Beneficiary is
     authorized and empowered to settle, adjust, or compromise any
     claims for loss, damage, or destruction, under any such policy
     or policies of insurance.  Beneficiary shall give written
     notice within a reasonable time to Grantor of any such 
     adjustment or compromise.  The power granted hereby shall be
     deemed to be coupled with an interest and to be irrevocable.

          In the event of damage or destruction if (a) there is
     projected net annual income from the Premises from (x) the
     leases for the residential units remaining in full force and
     effect after such damage or destruction plus (y) projected net
     annual income from the anticipated operations of the Inn at
     Henderson"s Wharf, a condominium unit at the Premises, after
     reconstruction thereof, based upon historical occupancy levels
     in an amount not greater than seventy percent (70%), as 
     determined by Beneficiary in its sole and absolute, but
     reasonable discretion, equal to or greater than one hundred
     twenty percent (120%) of the sum of the annual principal and
     interest payments of the Note, the annual taxes and
     assessments and the insurance premiums, (b) during the period
     of repair, there is sufficient rental income including rental
     abatement insurance which is sufficient to pay scheduled
     principal and interest payments on the Note and sufficient to
     comply with the other provisions of this section, (c) the
     insurance proceeds are insufficient to pay off the outstanding
     balance of the Note, (d) restoration and repair is reasonably
     estimated to be concluded at least three (3) months prior to
     the maturity of the Note or at least three (3) months prior to
     any date the Note may be called due and payable, (e) the
     insurers do not deny liability as to the insureds, and (f)
     there is no breach or default under the terms of the Note, the
     Guaranty or the Loan Documents, such proceeds, after deducting
     therefrom any expenses incurred in the collection thereof,
     shall be used to reimburse Grantor for the cost of the 
     rebuilding or restoration of buildings or improvements on said
     Premises.  The buildings and improvements shall be so restored
     or rebuilt as to be of at least equal value and substantially
     the same character as prior to such damage or destruction.  In
     the event Grantor is entitled to reimbursement out of
     insurance proceeds, such proceeds shall be made available,
     from time to time, upon Beneficiary being furnished with
     satisfactory evidence of the estimated cost of completion
     thereof and with such architect"s certificates, waivers of
     lien, contractors" sworn statements and other evidence of cost
     and of payments as Beneficiary may reasonably require and
     approve.  If the estimated cost of the work exceeds One 
     Hundred Thousand Dollars ($100,000) Beneficiary shall also be
     furnished with all plans and specifications for such 
     rebuilding or restoration as the Beneficiary may reasonably
     require and approve.  No payment made prior to the final
     completion of the work shall exceed ninety percent (90%) of
     the value of the work performed from time to time, and at all
     times the undisbursed balance of said proceeds remaining in
     the hands of Beneficiary shall be at least sufficient to pay
     for the cost of completion of the work free and clear of
     liens.  If the amount of such insurance proceeds is 
     insufficient to cover the cost of building or restoration,
     Grantor shall pay such cost in excess of the insurance
     proceeds before being entitled to any reimbursement out of the
     insurance proceeds.  Any surplus which may remain out of the
     insurance proceeds after payment of such cost of repair or
     rebuilding shall, at the option of Beneficiary, be applied on
     account of the indebtedness secured hereby (whether then due
     or not).  In the event Grantor is not entitled to 
     reimbursement out of such proceeds, then, at the option of the
     Beneficiary, such proceeds shall be applied without prepayment
     premium in payment or reduction of the indebtedness secured
     hereby, whether due or not.

          Financial Statements.  Deliver without expense to
     Beneficiary, within ninety (90) days after the end of each
     Grantor"s fiscal year, copies of a detailed statement of
     income and expenses of Grantor, Borrower and the Premises
     containing a balance sheet as at the close of such fiscal year
     and an income statement for such fiscal year, which shall be
     in the form and contain information of the type customary in
     businesses of the kind conducted by Grantor and shall be
     prepared in accordance with generally accepted accounting
     principles consistently applied throughout the periods
     involved, and shall be in reasonable detail and be certified
     by Grantor and Borrower.  Such financial statements shall
     include a current rent roll of the Premises, certified by
     Grantor, showing, with respect to each tenant, the name of the
     tenant, the space occupied, the date and term of such lease,
     the amount of annual rental, percentage rental (if any) and
     additional rental, and all renewal, purchase and termination
     options.  Where the leases require tenants to furnish 
     financial statements, Grantor shall cause similar financial
     statements to be furnished to Beneficiary for all such tenants
     of the Premises, or any portion thereof, and all guarantors of
     any lease(s) of the Premises, or any portion thereof. Grantor
     shall deliver to Beneficiary, with reasonable promptness, such
     other data and information as Beneficiary may reasonably
     request.

          Payment of Obligations.  Pay all sums, the failure to pay
     which may result in the imposition of a lien, charge or 
     encumbrance on all or any portion of the Premises or which may
     result in conferring upon a tenant of any part of the Premises
     a right to recover such sums as prepaid rent or to deduct such
     sums from future rental payments.

          Operation of Premises.  At all times operate the Premises
     in a sound and efficient manner and not acquire any fixtures,
     equipment, furnishings or other property covered, or intended
     to be covered, by the Loan Documents subject to any lien,
     charge or encumbrance taking precedence over the lien of this
     Deed of Trust.

          Further Instruments.  Execute, acknowledge, deliver, and
     cause to be recorded or filed in the manner and place required
     by any present or future law any instrument that may be 
     requested by Beneficiary, to publish notice, protect or
     continue the lien of the Loan Documents or the interest of
     Beneficiary in the Premises, and Grantor will pay or cause to
     be paid (i) all filing and recording taxes and fees incident
     to each filing and recording, (ii) all expenses incurred by
     Beneficiary in connection with the preparation,execution, and
     acknowledgement of all such instruments, other taxes, duties,
     imposts, assessments, and charges arising out of or in 
     connection with the execution and delivery of such
     instruments.

          Compliance with Agreements.  Perform and comply with all
     of the terms, covenants, and conditions to be performed and
     complied with by Grantor under the Guaranty, the Loan 
     Documents and all other agreements now or at any time
     hereafter existing between Grantor and Beneficiary.

          Lessee Deposits.  Hold in trust, in a manner approved by
     Beneficiary, all sums received by Grantor from any firm,
     corporation, person, or persons as security for the 
     performance of the terms, covenants, or conditions contained
     in any lease or agreement for the use or occupancy of the
     Premises or any part thereof.

          Compliance with Leases.  Promptly observe and perform all
     covenants, conditions, and agreements contained in any lease
     or leases or other agreements now or hereafter affecting or
     relating to the Premises, or any portion thereof, on the part
     of the Grantor to be observed and performed; enforce the
     observance and performance of all covenants, conditions, and
     agreements by other parties to such leases and agreements; not
     accept any prepayment of rent or any installments of rent
     under such leases for more than one (1) month in advance;
     furnish to Beneficiary a copy of such lease or agreement,
     forthwith upon its execution; and do or cause to be done all
     things necessary to preserve, intact and unencumbered, any and
     all easements, appurtenances, and other interests and rights
     in favor of or constituting any portion of the Premises.  It
     is understood and agreed that all rents deriving from or
     arising from the Premises received by Grantor are to be held
     by Grantor as a trust fund to be used first for payments
     required and due under the Note and/or Guaranty and legitimate
     operating expenses of the Premises and any excess may be
     retained by Grantor.

          Restoration.  If any of the Premises shall be damaged or
     destroyed, in whole or in part, by fire or other casualty or
     by taking in condemnation proceedings or the exercise of any
     right of eminent domain, then promptly restore, replace, or
     rebuild the same to as nearly as possible the value, quality,
     and condition, they were in immediately prior to such fire or
     other casualty or taking, with such alterations or changes as
     may be approved in writing by Beneficiary, provided, however,
     if Beneficiary has no obligation under the insurance portion
     of this Section 1.4 to make insurance or condemnation proceeds
     available for such purpose, and Beneficiary does not otherwise
     elect to make any such proceeds so available, Grantor"s 
     obligations under this restoration provision shall not include
     the obligation referred to above but only an obligation to
     make such repairs as are necessary to make the remaining
     undamaged portion of such improvements (if any) useable for
     their intended purpose.

          Property Management.  Any management company involved
     with the management of the Premises and any management 
     contracts relating to the Premises (and any amendments
     thereto) must be acceptable to Beneficiary in its sole
     discretion.  Any management agreement shall provide that it
     shall be terminable upon not more than thirty (30) days"
     notice at Beneficiary"s option in the event of an occurrence
     of an Event of Default and be subordinate to Beneficiary"s
     rights under the Note, the Guaranty and Loan Documents, and
     the management agreement shall so provide.

     1.5  Anti-forfeiture.  Grantor hereby represents and warrants
to Beneficiary that there has not been committed by Grantor or any
other person involved with the Premises any act or omission 
affording the federal government or any state or local government
the right of forfeiture as against the Premises or any part thereof
or any monies paid in performance of Grantor"s obligations under
the Guaranty or under any of the other Loan Documents.Grantor
hereby covenants and agrees not to commit, permit or suffer to
exist any act or omission affording such right of forfeiture.  In
furtherance thereof, Grantor hereby indemnifies Beneficiary and
agrees to defend and hold Beneficiary harmless from and against any
loss, damage or injury by reason of the breach of the covenants and
agreements or the warranties and representations set forth in this
Section 1.5.  Without limiting the generality of the foregoing, the
filing of formal charges or the commencement of proceedings against
Grantor, Beneficiary or all or any part of the Premises under any
federal or state law for which forfeiture of the Premises or any
part thereof or of any monies paid in performance of Grantor"s
obligations under the Loan Documents is a potential result, shall,
at the election of Beneficiary, constitute an Event of Default
hereunder without notice or opportunity to cure.

     1.6  Americans with Disabilities Act.  Except as disclosed in
the existing building inspection report dated May 20, 1995, a true
and complete copy of which has been delivered to Beneficiary,
Grantor hereby represents to Beneficiary that the Premises are in
compliance with the Americans with Disabilities Act (the "ADA Act")
and all regulations promulgated thereunder.  Grantor hereby 
covenants and agrees not to permit, commit or suffer to exist any
condition which might result in a violation to the ADA Act, and if
any such condition should occur to immediately remedy any such
condition.  Grantor hereby indemnifies and agrees to defend and
hold Beneficiary harmless from and against any loss, cost or damage
by reason of the breach of the covenants, agreements and indemnities
set forth in this Section 1.6.

     1.7  Cure of Grantor"s Default.  If Grantor shall fail to
comply with any of the terms, covenants, and agreements contained
herein or in the Guaranty or any of the Loan Documents, then
Beneficiary may (but shall not be obligated to do so) without
further demand upon Grantor and without waiving or releasing
Grantor from any such obligation, remedy such default for the
account of Grantor.  Grantor agrees to repay, upon demand by
beneficiary, all sums advanced by Beneficiary to remedy such
default, together with interest at the rate at which interest
accrues on amounts due under the Note after the same become due.
All such sums, together with interest as aforesaid, shall become
additional indebtedness secured by the Deed of Trust.  No such
payment by Beneficiary shall be deemed to relieve Grantor from any
default hereunder.

     Beneficiary is hereby authorized, in the place and stead of
Grantor, relating to taxes, assessments, water rents and charges,
sewer rents and charges and other governmental or municipal
charges, fines, impositions or liens asserted against the Premises
to make such payments according to any bill, statement or estimate
procured from the appropriate public office without inquiry into
the accuracy of the bill, statement or estimate or into the 
validity of any tax, assessment, sale, forfeiture, tax lien or
title or claim thereof.  Relating to any apparent or threatened
adverse title, lien, statement of lien, encumbrance, claim or
charge, Beneficiary, acting reasonably, shall be the sole judge of
the legality or validity of same.  Beneficiary may do so whenever,
in its judgment and discretion, such advance or advances shall seem
necessary or desirable to protect the full security intended to be
created by this instrument.

     1.8  Condominium.  Grantor will faithfully, promptly and
diligently take all steps necessary, appropriate and advisable in
order to (i) maintain in effect the condominium created pursuant to
the Declaration, (ii) comply with all applicable laws, rules and
regulations of all federal, state and local agencies having 
jurisdiction and the following requirements:

          (a)  None of the condominium documents shall, during the
     term of this Deed of Trust, be altered, amended, supplemented,
     terminated, surrendered, released, cancelled or annulled,
     without the prior written consent of Beneficiary in each
     instance.  Grantor shall provide to Beneficiary copies of all
     documents and information deemed necessary by Beneficiary for
     its evaluation of such request, including, without limitation,
     the approvals of any governmental agencies having 
     jurisdiction.  Beneficiary may condition its consent on
     receipt of a legal opinion, in form and substance satisfactory
     to Beneficiary, that the condominium documents comply with the
     requirements of the laws of the jurisdiction in which the
     Premises are located and all rules and regulations issued
     pursuant thereto.  Grantor shall reimburse Beneficiary for the
     reasonable fees and disbursements of Beneficiary"s counsel in
     connection with the review and approval of such documents.

          (b)  At such time as all applicable requirements of this
     Section have been satisfied and Beneficiary approves the
     amendments to the condominium documents, Beneficiary shall
     instruct Trustee to join in and consent to such documents
     and/or by appropriate instrument subordinate the lien of this
     Deed of Trust thereto.

          (c)  Grantor shall provide an endorsement to
     Beneficiary"s title insurance policy insuring the lien of this
     Deed of Trust to reflect the recordation of the amendment(s)
     to the condominium documents and to date down the policy and
     the condominium endorsement to a date subsequent to the
     recording of said documents.

          (d)  Grantor without the prior written consent of
     Beneficiary in each instance, shall not vote or cause its vote
     to be made or any other act to be taken at any meeting of the
     council of co-owners of the condominium, that would in any
     manner alter or affect the condominium, the condominium plat,
     Declaration, bylaws, or other condominium documents, or which,
     in connection with any matter other than a matter of ordinary
     maintenance or operation, may result in a charge or assessment
     or lien against the units in the condominium.  Grantor shall
     notify Beneficiary, from time to time, of all matters of which
     Grantor has received notice, or with respect to which Grantor
     has been placed on inquiry, which indicates that a default has
     occurred or may occur or is threatened under the condominium
     plat, Declaration, bylaws or other condominium documents, and
     in such event, Grantor shall do all things necessary to cure
     such default.  Grantor shall promptly deliver to Beneficiary
     a correct and complete copy of any notice of default received
     by Grantor with respect to any of its obligations under the
     laws of the jurisdiction in which the Premises are located.
     In the event of any such default, (A) Beneficiary shall have
     the same rights and privileges which the owner of a unit has
     by virtue of the laws of the jurisdiction in which the 
     Premises are located as though Beneficiary were in fact a unit
     owner, including, without limitation, all voting rights 
     accruing to such a unit owner; (B) Beneficiary may exercise
     any and all of said rights; (C) while any such default 
     continues, Grantor hereby nominates and appoints Beneficiary
     irrevocably as Grantor"s proxy to vote and, as Grantor"s
     agent, to act with respect to all such rights; and (D) written
     notice of any such default from Beneficiary to the board of
     directors of the council of owners administering the 
     condominium shall be deemed conclusive as to such right of
     Beneficiary to vote and to exercise all such rights.

          (e)  All of the provisions of this Section shall be
     deemed to be covenants and warranties of Grantor, and the
     failure of Grantor to comply strictly with all such 
     requirements shall be deemed to be a default hereunder, and
     shall entitle Beneficiary, and Trustee at the direction of
     Beneficiary, to exercise all of the rights and privileges
     provided for herein in respect of any default hereunder,
     including, without limitation, the right, in the place and
     stead of Grantor, to take any and all actions which Grantor,
     as fee owner of the Premises, would have the right by law to
     take relative to maintaining the condominium, marketing and
     selling the units, and conveying title thereto; and said right
     to take any and all such action shall be deemed to be
     necessary, advisable and proper to conserve the Premises.

          (f)  As further security for the payment of the
     indebtedness and the performance of the obligations, covenants
     and agreements secured hereby, Grantor hereby transfers, sets
     over and assigns to Trustee all rights, options, and 
     privileges of Grantor in connection with the submission of the
     Premises to the horizontal property regime and all rights,
     options and privileges expressly or impliedly reserved or
     granted to Grantor under the condominium plat, the 
     Declaration, the bylaws of the council of owners and the other
     condominium documents, and all rights, options and privileges
     granted to Grantor under applicable laws of the jurisdiction
     in which the Premises are located, together with all of the
     proceeds of all of the foregoing; reserving to Grantor,
     however, so long as Grantor is not in default hereunder, the
     right to exercise any and all such rights, options and
     privileges as aforesaid, subject to and in accordance with the
     terms, conditions and requirements of this Deed of Trust.  In
     no event shall Trustee or Beneficiary (or any successor to
     Beneficiary by foreclosure or deed in lieu of foreclosure) be
     liable as declarant under the condominium documents unless and
     until Beneficiary has elected such status by written notice to
     all other unit owners of the condominium.


                                ARTICLE II

                        EVENTS OF DEFAULT: REMEDIES


     2.1  Events of Default; Acceleration.  If any one or more of
the following events (hereinafter defined and designated as "Events
of Default") shall occur:
          
          (a)  an Event of Default as defined in the Note;

          (b)  a failure in the payment of all or any other sum
     under the Guaranty, this Deed of Trust or in any other
     agreement between Grantor and Beneficiary, whether now or at
     any time hereafter existing, within ten (10) days of its due
     date; or

          (c)  any warranty or material representation in the Note,
     the Guaranty, this Deed of Trust, or in any material statement
     or certificate furnished pursuant to any of the foregoing,
     shall be false, misleading or inaccurate; or 
          
          (d)  a failure in the due observance or performance of
     any other covenant, condition, or agreement to be observed or
     performed pursuant to the provisions of the Guaranty, the Loan
     Documents, or in any other agreement between Grantor and
     Beneficiary, whether now or at any time hereafter existing and
     such failure is not cured by the performance so required, and
     the remediation of any consequences the delay in such
     performance may have caused, within fifteen (15) days after
     notice of such failure is given to Grantor, provided, however,
     any failure shall be deemed an Event of Default upon the
     occurrence thereof (for which no notice shall be required and
     no cure period shall be available to Grantor) if such failure
     (i) is the third to occur within any period of twelve (12)
     consecutive months (and notice of the first two failures has
     been sent to Grantor), regardless of whether the same or
     different failures are involved and notwithstanding that
     Grantor may have cured within any applicable cure period any
     previous failures occurring within such twelve (12) month
     period, or (ii) in the reasonable discretion of Beneficiary,
     constitutes or creates a clear and present emergency or threat
     to property described in this Deed of Trust or the lien or
     security interest created in any of the Loan Documents. In
     the event the fifteen (15) day cure period applies to a
     failure under this subparagraph (d) and such failure cannot,
     in the sole discretion of Beneficiary, reasonably be cured
     within said fifteen (15) day period, Grantor shall have an
     additional thirty (30) days to cure such failure so long as
     Grantor is diligently pursuing said cure.  In no event shall
     the cure period exceed the total of forty-five (45) days; or

          (e)  any judgment shall be recovered against Grantor or
     any attachment or other court process shall issue, which shall
     become or create a lien upon the Premises or any part thereof
     and such judgment, attachment or other court process shall not
     be discharged or effectually secured or execution thereon
     stayed within sixty (60) days from the entry thereof;

then and in any such case, Beneficiary may accelerate the Note as
provided therein and, by written notice to Grantor, demand payment
in full under the Guaranty to be forthwith due and payable, and
upon such declaration, the principal, together with interest
accrued thereon and to the extent permitted by law, any premium
which is then payable on the Note upon a prepayment of principal,
shall become due and payable by Guarantor under the terms of the
Guaranty, anything in this Deed of Trust or in the Note to the
contrary notwithstanding.

     Grantor declares that, upon the occurrence of any Event of
Default (A) Grantor does assent to the passing of a decree for the
sale of the Premises or any portion thereof in accordance with the
Real Property Article of the Code of Public General Laws of
Maryland and subtitle W of the Maryland Rules, and any additions or
supplements thereto, and (B) Beneficiary, Trustee, or such other
person or entity designated by Beneficiary, shall have the power to
and may sell the Premises at public auction.  Any such public
auction may be adjourned by Trustee by announcement at the time and
place appointed for such sale or for such adjourned sale(s),and,
without further notice or publication, such sale may be made at the
time and place to which same shall be so adjourned.  Upon the
completion of any sale, Trustee shall execute and deliver to the
purchaser(s) a good and sufficient deed of conveyance, or 
assignment and transfer, lawfully conveying, assigning and
transferring the property sold.  The receipt of Trustee, after
payment to them of such purchase money, shall be full and 
sufficient discharge of any purchaser(s) of the Premises, sold as
aforesaid for the purchase money, and no such purchaser(s), or its
representatives, grantees, or assigns, after paying such purchase
money and receiving such receipt, shall be bound to see to the
application of such purchase money.  Upon any sale made under or by
virtue of this Deed of Trust, Beneficiary shall be a competent
bidder at such sale.

     2.2  Receiver.  It is expressly understood and agreed by
Grantor that, at any time after an Event of Default, Beneficiary
shall be entitled to as a matter of right, without notice and
without giving bond to Grantor, or anyone claiming under it, 
without regard to the solvency or insolvency of Grantor or any
person liable for any indebtedness hereby secured or to the value
of the Premises or occupancy hereof as a homestead, to have itself
appointed as a "Mortgagee in Possession" or have a receiver 
appointed of all or any part of the Premises and of the earnings,
income, rents, issues, and profits thereof, pending such
proceedings, with such powers as the court making such appointment
shall confer, and Grantor does hereby irrevocably consent to such
appointment.

     2.3  Possession by Beneficiary.  Upon the happening of an
Event of Default, then and in every such case Beneficiary, either
itself or by its agents or attorneys, may, in its discretion, enter
upon and take possession of the Premises, or any part or parts
thereof, and may exclude Grantor and its agents and employees
wholly therefrom, and having and holding the same, Beneficiary may
use, operate, manage, and control the Premises or any part thereof,
and conduct the business thereof, either personally or by 
superintendents, managers, agents, employees and attorneys, and
from time to time, by purchase, repair or construction, may 
maintain and restore and may insure and keep insured, the
buildings, structures, improvements, fixtures, and other property,
real and personal, comprising the Premises.  After paying the
expense of operating the Premises, including a reasonable 
commission, Beneficiary shall apply the moneys arising therefrom to
the amount then due on the Note.

     2.4  Sale by Beneficiary.  Any real estate or any interest or
estate therein sold pursuant to the terms of this Deed of Trust or
any court order or decree obtained pursuant to the Deed of Trust
shall be sold in one parcel, as an entirety, or in such parcels and
in such manner or order as Beneficiary, in its sole discretion, may
elect, to the maximum extent permitted by the laws of the state in
which the Premises are situated.

     2.5  Purchase by Beneficiary.  In the case of any sale of the
Premises pursuant to any judgment or decree of any court or at
public auction or otherwise in connection with the enforcement of
any of the terms of this Deed of Trust, Beneficiary, its successors
or assigns, may become the purchaser, and for the purpose of making
settlement for or payment of the purchase price, shall be entitled
to deliver over and use the Guaranty and any claims for interest
accrued and unpaid thereon, together with all other sums, with
interest, advanced and unpaid hereunder, in order that there may be
credited as paid on the purchase price the sum then due under the
Guaranty including principal and interest thereon and all other
sums with interest, advanced and unpaid hereunder. Specifically,
but not as a limitation, on foreclosure of this Deed of Trust there
shall be included in the computation of the amount due the amount
of a reasonable fee for legal services (including, without
limitation, the allocated costs for services of Beneficiary"s in-
house counsel) rendered to the Beneficiary in connection with in
the foreclosure proceedings and other collection efforts, including
the reasonable costs of an environmental audit of the Premises, an
engineering report, as well as costs of title evidence, appraisals
and all disbursements, allowances, and costs provided by law.

     2.6  Payment of Indebtedness and Other Expenses.  In any case
in which Beneficiary has the right to sell the Premises or to
institute foreclosure proceedings, Grantor agrees to pay to the
Beneficiary the whole amount then due and payable thereon for
interest and principal and, to the extent permitted by law,
premium, if any, with interest on overdue principal and interest at
the rate specified in the Note from the date the same become 
payable whether by lapse of time, acceleration or otherwise. In
the event Beneficiary commences any proceeding to foreclose this
Deed of Trust or any other suit in equity, action at law or other
appropriate proceeding to enforce its rights under the Guaranty or
any of the Loan Documents, Grantor covenants and agrees to pay to
Beneficiary all costs and expenses (including actual attorneys"
fees) paid or incurred by Beneficiary in connection therewith,
which costs and expenses may be included in any judgment in
Beneficiary"s favor in any such suit, action or proceeding.

     2.7  Trustee"s Commissions.  Upon foreclosure, Trustee shall
be entitled to retain as compensation a commission not exceeding
one percent (1%) of the proceeds of sale on foreclosure, less any
amounts paid to Trustee pursuant to the following sentence.
Immediately upon the first insertion of an advertisement of any
sale of the Premises, or any part thereof, under this Deed of
Trust, there shall be and become due and owing by Grantor, a one-
half of one percent (.5%) commission on the total amount of the
indebtedness, and Beneficiary shall not be required to receive the
principal and interest only of the indebtedness in satisfaction
thereof, but said sale may be proceeded with unless, prior to the
day appointed therefor, tender is made of said principal, interest,
commissions and all expenses and costs incident to such sale.

     2.8  Remedies Cumulative.  No remedy herein conferred upon or
otherwise available to Beneficiary is intended to be or shall be
construed to be exclusive of any other remedy or remedies; but each
and every such remedy shall be cumulative and shall be in addition
to every other remedy given hereunder and under any of the Loan
Documents and now or hereafter existing at law or in equity or by
statute.  No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power, or
shall be construed to be a waiver of any such default, or an 
acquiescence therein; nor shall the giving, taking or enforcement
of any other or additional security, collateral or guaranty for the
payment of the indebtedness secured under this Deed of Trust 
operate to prejudice, waive or affect the security of this Deed of
Trust or any rights, powers or remedies hereunder; nor shall
Beneficiary be required to first look to, enforce, or exhaust any
such other or additional security, collateral, or guaranty.

     2.9  Waiver of Rights.  To the extent that such rights may
then be lawfully waived, Grantor hereby covenants that it will not
at any time insist upon or plead, or in any manner whatever claim
or take any benefit or advantage of, (i) any stay or extension or
moratorium law now or at any time hereafter in force; (ii) any law
now or hereafter in force providing for the valuation or 
appraisement of the Premises or any part thereof prior to any sale
or sales thereof to be made pursuant to any provisions herein
contained, or pursuant to the decree, judgment or order of any
court of competent jurisdiction; (iii) any law now or at any time
hereafter made or enacted granting a right to redeem the property
so sold or any part thereof; and (iv) any right to trial by jury of
any claim or issue arising hereunder or in connection herewith.  To
the extent permitted by law, Grantor expressly waives for itself
and on behalf of each and every person acquiring any interest in or
title to the Premises or any part thereof, subsequent to the date
of this Deed of Trust, all benefit and advantage of any such law or
laws; and covenants that it will not invoke or utilize any such law
or laws or otherwise hinder, delay or impede the execution of any
power herein granted and delegated to Beneficiary, but will suffer
and permit the execution of every such power as though no such law
or laws had been made or enacted.

     2.10 Indulgences by Beneficiary.  In the event that
Beneficiary (a) grants any extension of time or forbearance with
respect to the payment of any indebtedness secured by this Deed of
Trust; (b) takes other or additional security for the payment
thereof; (c) waives or fails to exercise any right granted herein
or under the Note, the Guaranty or any of the Loan Documents; (d)
grants any release, with or without consideration, of the whole or
any part of the security held for the payment of the debt secured
hereby or the release of any person liable for payment of such
debt; (e) amends or modifies in any respect any of the terms and
provisions hereof or of the Note (including substitution of another
note(s)) or any of the Loan Documents; then and in any such event,
such act or omission to act shall not, unless otherwise agreed in
writing by Beneficiary, release Grantor, or any co-makers, 
sureties, guarantors, shareholders, under any covenant of the Note
or any Loan Document, nor preclude Beneficiary from exercising any
right, power, or privilege herein granted or intended to be granted
in the event of any other default then made or any subsequent
default or Event of Default, and without in any way impairing or
affecting the lien or priority of this Deed of Trust or of any Loan
Document.

     2.11 Application of Proceeds.  The proceeds of any sale or
sales of the Premises or any part thereof pursuant to this Article
II shall be applied in the following order:

          (a)  To the payment of all costs of the sale and the
     foreclosure proceedings, including, without limitation,
     Trustee"s fees, actual attorneys" fees and the cost of title
     searches, abstracts, surveys, engineering reports, appraisals
     and environmental investigations;

          (b)  To the payment of all other expenses of Beneficiary,
     including, without limitation, all moneys expended by
     Beneficiary and all other amounts payable by Grantor to
     Beneficiary hereunder or under the Loan Documents, with
     interest thereon; and all taxes, assessments or liens superior
     to the lien thereof;

         (c)  To the payment of the principal, interest and
     premium, if any, on the Guaranty;

          (d)  To the payment of any other sums owed by Grantor to
     Beneficiary; and 

          (e)  To the payment of the surplus, if any, to Grantor or
     to whomsoever shall be entitled thereto.

     2.12 Abandonment of Proceedings.  In case Beneficiary shall
have proceeded to enforce any right under this Deed of Trust by
foreclosure, sale, entry or otherwise, and such proceedings shall
have been discontinued or abandoned for any reason or shall have
been determined adversely, then, and in every such case, Grantor
and Beneficiary shall be restored to their former positions and
rights hereunder with respect to the Premises subject to the lien
hereof.

     2.13 Partial Payments.  Acceptance by Beneficiary of any
payment which is less than payment in full of all amounts due and
payable at the time of such payment shall not constitute a waiver
of Beneficiary"s right to demand payment of the balance due, or any
other rights of the Beneficiary at that time or any subsequent
time.

     2.14 Tender of Payment After Acceleration.  In case, after
legal proceedings are instituted to foreclose the lien of this Deed
of Trust, tender is made of the entire indebtedness due hereunder,
Beneficiary shall be entitled to reimbursement for expenses 
incurred in connection with legal proceedings, including such
expenditures as are enumerated above, and if the Note provides for
a "prepayment privilege fee" at the time tender of payment is made,
then the amount necessary to pay the loan in full shall include the
prepayment privilege fee in addition to all expenses, and such
expenses and prepayment privilege fee shall be so much additional
indebtedness secured by this Deed of Trust, and no such suit or
proceedings shall be dismissed or otherwise disposed of until such
fees, expenses, and charges shall have been paid in full.

                                ARTICLE III

                  POSSESSION AND RELEASE OF THE PREMISES


     3.1  Release and Replacement of Equipment.  Grantor may,
without obtaining any release from Beneficiary, sell or otherwise
dispose of, free  from the lien of this Deed of Trust, any of the
Premises described in Paragraph (3) of the Granting Clause hereof
which may have become obsolete, inadequate, worn out, or otherwise
unsuitable or unnecessary for use in connection with the Premises,
provided, however, that Grantor shall have theretofore and since
the date hereof acquired replacements therefor (in such manner as
shall extend to Beneficiary a first lien or security interest
therein) which, while not being necessarily of the same character,
will be of comparable value and efficiency.  Grantor shall have the
right to finance the acquisition of any new personal property it
acquires in connection with the operation of the Premises only with
the prior written consent of Beneficiary, which consent shall not
be unreasonably withheld provided that the new personal property
being acquired does not effectively replace any personal property
theretofore unencumbered other than by this Deed of Trust.

     3.2  Condemnation.  If all or any part of the Premises is
damaged, taken, or acquired, either temporarily or permanently, in
any condemnation proceeding, by exercise of the right of eminent
domain, by sale in lieu of condemnation or eminent domain, or by
the alteration of the grade of any street affecting the said 
Premises, the amount of any award or other payment for such taking
or damages made in consideration thereof, to the extent of the full
amount of the then remaining unpaid indebtedness secured hereby, is
hereby assigned to Beneficiary, who is empowered to collect and
receive the same and to give proper receipts therefor in the name
of Grantor, and the same shall be paid forthwith to Beneficiary.
Any award or payment so received by Beneficiary may,at the option
of Beneficiary, be retained and applied, in whole or in part, to
the indebtedness secured hereby (whether or not then due and
payable), in such manner as Beneficiary may determine except as
specifically limited hereinafter, or released, in whole or in part,
to Grantor for the purpose of altering, restoring, or rebuilding
any remaining part of the Premises which may have been altered,
damaged, or destroyed as the result of such taking, alteration, or
proceeding, but Beneficiary shall not be obligated to see to the
application of any amounts so released.  Any applicable prepayment
fee which results from the application of the award to the 
prepayment of the indebtedness shall be paid as part of the award
and not in addition thereto.  Until such time as such award or
other payment is actually received by Beneficiary and applied to
the indebtedness secured hereby and Beneficiary has agreed in
writing to a reduction of the monthly payments, Grantor shall
continue paying the constant monthly payment for principal and
interest on the unpaid principal balance of the Note at the rate of
interest therein specified.

     3.3  Satisfaction of Deed of Trust.  Whenever Grantor shall
pay or cause to be paid the entire principal, interest and premium,
if any, due and to become due upon the Guaranty, and shall have
performed and observed all of the terms, covenants, and conditions
by it to be performed or observed under the Guaranty, this Deed of
Trust, and all other agreements now or at any time hereafter 
existing between Grantor and Beneficiary, then and in such event
the Premises shall revert to Grantor; and Beneficiary or Trustee
(at Beneficiary"s direction) shall forthwith execute and deliver to
Grantor an appropriate instrument of release, satisfaction and
discharge.


                                ARTICLE IV

                            SECURITY AGREEMENT


     This Deed of Trust is hereby deemed to be as well a Security
Agreement for the purpose of creating hereby a security interest
securing the  indebtedness.  Without derogating any of the 
provisions of this Deed of Trust, Grantor by this Deed of
Trust:

          (a)  grants to Beneficiary a security interest in all of
     the Grantor"s right, title and interest in and to all 
     Collateral and fixtures, together with all additions,
     accessions and substitutions and all similar property
     hereafter acquired and used or obtained for use on, or in
     connection with the Premises.  The proceeds of said Collateral
     and fixtures are intended to be secured hereby; however, such
     intent shall never constitute an express or implied consent on
     the part of Beneficiary to the sale of any or all Collateral
     or fixtures;

          (b)  agrees that the security interest hereby granted by
     this Deed of Trust shall secure the payment of the
     indebtedness specifically described and shall also secure
     payment of any future debt or advancement owing by Grantor to
     Beneficiary with respect to the Premises;

          (c)  agrees not to sell, convey, mortgage or grant a
     security interest in, or otherwise dispose of or encumber, any
     of the Collateral or fixtures  or any of Grantor"s right,
     title or interest therein without first securing Beneficiary"s
     written consent unless such Collateral or fixture is replaced
     with Collateral or fixtures of comparable value and efficiency
     (in such manner as shall extend to Beneficiary a first lien or
     security interest therein); and Beneficiary may, at its sole
     option, require Grantor to apply the proceeds from the 
     disposition of Collateral or fixtures in reduction of the
     indebtedness secured hereby;

          (d)  agrees that if Grantor"s rights in the Collateral
     are voluntarily or involuntarily transferred, whether by sale,
     creation of a security interest, attachment, levy, garnishment
     or other judicial process, without the written consent of
     Beneficiary, such transfer constitutes an Event of Default by
     Grantor under the terms of this Deed of Trust;

          (e)  agrees that upon or after the occurrence of any
     Event of Default hereunder, Beneficiary may, with or without
     notice to Grantor, exercise its rights to declare all 
     indebtedness secured by the security interest created hereby
     immediately due and payable, in which case Beneficiary shall
     have all rights and remedies granted by law and more
     particularly the Uniform Commercial Code as enacted in the
     State of Maryland, including, but not limited to, the right to
     take possession of the Collateral, and for this purpose may
     enter upon any premises on which any or all of the Collateral
     is situated without being deemed guilty of trespass and 
     without liability for damages thereby occasioned, and take
     possession of and operate said Collateral or remove it 
     therefrom.  Beneficiary shall have the further right to take
     any action it deems necessary, appropriate or desirable, at
     its option and in its discretion, to repair, refurbish or
     otherwise prepare the Collateral for sale, lease or other use
     or disposition, and to sell at public or private sales or
     otherwise dispose of, lease or utilize the Collateral and any
     part thereof in any manner authorized or permitted by law and
     to apply the proceeds thereof toward payment of any costs and
     expenses, to the extent permitted by law, thereby incurred by
     Beneficiary and toward payment of Grantor"s obligations
     including the Note and all other indebtedness described in
     this Deed of Trust, in such order and manner as Beneficiary
     may elect.  To the extent permitted by law, Grantor expressly
     waives any notice of sale or other disposition of the
     Collateral and any other rights or remedies of a debtor or
     formalities prescribed by law relative to a sale or 
     disposition of the Collateral or to exercise any other right
     or remedy existing after default hereunder; and to the extent
     any notice is required and cannot be waived Grantor agrees
     that if such notice is deposited for mailing, postage prepaid,
     certified mail, to Grantor at the address designated in
     Section 5.4 hereof at least fifteen (15) days before the time
     of sale or disposition, such notice shall be deemed reasonable
     and shall fully satisfy any requirements for giving of said
     notice;

          (f)  agrees, to the extent permitted by law and without
     limiting any rights and privileges herein granted to 
     Beneficiary, that Beneficiary may dispose of any or all of the
     Collateral at the same time and place upon giving the same
     notice provided for in this Deed of Trust, and in the same
     manner as provided under the terms and conditions of this Deed
     of Trust; and

          (g)  authorizes Beneficiary to file, in the jurisdiction
     where this Deed of Trust will be given effect, financing
     statements including renewal or confirmation thereof, covering
     the Collateral; and at the request of Beneficiary, Grantor
     will join Beneficiary in executing one or more such financing
     statements including amendment, renewal or confirmation
     thereof, pursuant to the Uniform Commercial Code as enacted in
     the State of Maryland in a form satisfactory to Beneficiary,
     and will pay the cost of filing the same in all public offices
     at any time and from time to time wherever Beneficiary deems
     filing or recording of any financing statements including
     renewal or confirmation thereof or of this instrument to be
     desirable or necessary.


                                 ARTICLE V

                               MISCELLANEOUS

     5.1  Severability.  If any term, covenant, or condition of the
Note or any Loan Document, or the application thereof to any person
or  circumstance shall, to any extent, be invalid or unenforceable,
the remainder of the Note, and the Loan Documents, and the 
application of such term, covenant, or condition to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term,
covenant, or condition of the Note and the Loan Documents shall be
valid and be enforced to the fullest extent permitted by law.

     5.2  Counterparts.  This Deed of Trust may be simultaneously
executed in any number of counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute but
one and the same instrument.

     5.3  Subrogation.  Beneficiary shall be subrogated to all
liens, although released of record, which are paid out of the
proceeds of the Note or other indebtedness secured by this Deed of
Trust.

     5.4  Notices.  Whenever in this Deed of Trust it shall be
required or permitted that notice be given by any party to the
other, such notice shall be in writing, and any notice so sent
shall be deemed to have been given on the date that the same is
deposited in the United States mail, postage prepaid. Notices
shall be addressed to Beneficiary at 4321 North Ballard Road,
Appleton, Wisconsin 54919, Attention Investment Division, and to
the Grantor at c/o Claremont Management Corp., Batterymarch Park
II, Quincy, Massachusetts  02169with a copy to Richard Rubin, Esq.,
Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., 27th Floor,
Commerce Place, One South Street, Baltimore, Maryland 21202 or at
such other address as either party may from time to time designate
in writing in lieu thereof.

     5.5  Change in Taxation of Mortgages.  In the event of the
passage, after the date of this Deed of Trust, of any law deducting
from the value of the real property comprising the Premises, for
the purpose of taxation, any lien thereon, or changing in any way
the laws now in force for the taxation of mortgages, deeds of
trust, or debts secured thereby, for state or local purposes, or
the manner of the operation of any such taxes so as to affect the
interest of Beneficiary, then in such event, Grantor shall bear and
pay the full amount of such taxes, provided, however, that if for
any reason payment by Grantor of any such taxes would be unlawful,
or if the payment thereof would constitute usury or render the loan
or indebtedness secured hereby wholly or partially usurious under
any of the terms or provisions of the Note, the Deed of Trust or
otherwise, Beneficiary may, at its option, declare the whole sum
secured by this Deed of Trust with interest thereon to be 
immediately due and payable, without a prepayment fee, or
Beneficiary may, at its option, pay that amount or portion of such
taxes as renders the loan or indebtedness secured hereby unlawful
or usurious, in which event Grantor shall concurrently therewith
pay the remaining lawful and non-usurious portion or balance of
said taxes.

     5.6  No Excess Interest.  If any charge in the nature of
interest provided for herein, in the Note, or in any instrument
evidencing indebtedness secured hereby shall result, because of the
monthly reduction of principal or for any reason at any time during
the life of the Note, in an effective rate of interest which, for
any month, transcends the limit of the usury or any other law(s)
applicable to the loan evidenced by the Note, then all sums in
excess of those lawfully collectible as interest for the period in
question shall, without further agreement of notice between or by
any party hereto, be applied upon principal immediately upon 
receipt of such moneys by the holder of the Note, with the  same
force and effect as if the Grantor had specifically designated such
extra sums to be so applied to principal and the holder of the Note
had agreed to accept such extra payment(s) as a premium-free
prepayment.  In no event shall any agreed to or actual exaction as
consideration for the loan evidenced by the Note transcend the
limits imposed or provided by the law applicable to this 
transaction for the use or detention of money or for the
forbearance in seeking its collection.

     5.7  Waivers by Grantor.  To the fullest extent permitted by
applicable law, Grantor, for itself, its successors and assigns,
and each and every person with any interest in the Premises, or any
part thereof, whether now owned or hereafter acquired, hereby
waives notice of maturity, demand, presentment for payment, 
diligence in collection, and notice of non-payment and protest;
hereby consents and agrees to any extension of time, whether one or
more, for the payment thereof and/or to any and all renewals 
thereof; and hereby consents and agrees that Beneficiary may amend
the terms thereof, may release all or any part of the security for
the payment thereof, and may release any party liable for the
payment thereof, without, in any event, affecting the terms or
effect of this Deed of Trust or the obligations or liabilities
hereunder of Grantor, its successors or assigns, or any person with
any interest in the Premises, or any part thereof, whether now
owned or hereafter acquired.

     5.8  Additional Instruments.  Grantor, from time to time,
within fifteen (15) days after request by Beneficiary, shall
execute, acknowledge, and deliver to Beneficiary such mortgages,
chattel mortgages, security agreements, or other similar security
instruments, in form and substance satisfactory to Beneficiary,
covering all property of any kind, whatsoever, owned by Grantor or
in which Grantor may have any interest which, in the sole opinion
of Beneficiary, is essential to the operation of the property
covered by this Deed of Trust.  Neither a request so made by
Beneficiary, nor the failure of Beneficiary to make such a
request, shall be construed as a release of such property, or any part
thereof, from the lien of this Deed of Trust, it being understood
and agreed that this covenant and any such chattel mortgage,
security agreement, or other similar security instrument, delivered
to Beneficiary, are cumulative and given as additional security.

     5.9  Applicable Law.  This Deed of Trust shall be interpreted
in accordance with and, in all respects, governed by the internal
laws of the State of Maryland.

     5.10 Expenses of Beneficiary.

          (a)  If Beneficiary is made a party to any suit or
     proceeding by reason of the interest of Beneficiary in the
     Premises, or if the Guaranty or any Loan Document is placed in
     the hands of an attorney or attorneys to defend or enforce any
     rights of Beneficiary, then Grantor shall reimburse 
     Beneficiary for all costs and expenses, including by way of
     representation only, actual attorneys" fees, travel and
     lodging expenses, recording fees, incurred by Beneficiary in
     connection therewith.  All amounts incurred by Beneficiary
     hereunder shall be secured hereby and shall be due and payable
     by Grantor to Beneficiary forthwith on demand, with interest
     thereon at the rate at which interest accrues on amounts due
     under the Note after the same became due.

          (b)  In the event Grantor initiates any request to
     Beneficiary for (a) changes to this Deed of Trust or any
     collateral documents thereto, (b) releases of any part of the
     Premises or other property upon which a security interest has
     been given to secure the indebtedness, or (c) any other
     waivers, opinions or other documentary changes (other than a
     satisfaction or assignment of the Deed of Trust at maturity or
     in connection with a permitted prepayment), then Grantor shall
     reimburse Beneficiary for any actual legal fees and expenses
     incurred by Beneficiary in connection with the preparation and
     review of such documentation.  The need for legal review and
     preparation of documentation shall be in the unrestricted
     discretion of Beneficiary.

     5.11 Successors of Grantor.  In the event of the sale or
transfer of all or any part of the Premises, by operation of law or
otherwise and regardless of whether or not such sale or transfer
constitutes an Event of Default, Beneficiary is authorized and
empowered to deal with the transferee with reference to this deed
of Trust, the Premises, or the debt secured hereby, or with 
reference to any of the terms or conditions contained herein, as
fully and to the same extent as it might deal with Grantor and
without in any way releasing or discharging any liabilities of
Grantor hereunder or under the Note or the Loan Documents.

     5.12 Estoppel Certificates.  Grantor, upon request of
Beneficiary, shall, from time to time, certify to Beneficiary or to
any proposed assignee of this Deed of Trust, by an instrument in
form satisfactory to Beneficiary, duly acknowledged, the amount
then owing on the sums secured hereby and the date on which
interest hereon has been paid and whether any offsets or defenses
exist against payment thereof or performance of any obligation of
Grantor under the Guaranty, this Deed of Trust, or any of the Loan
Documents, within ten (10) days.  Beneficiary and any proposed
assignee of this Deed of Trust shall have the right to rely on any
such certification.

     5.13 Amendment.  Neither this Deed of Trust nor any term,
covenant, or condition contained herein may be amended, modified,
or terminated, except by an agreement in writing, signed by the
party against whom enforcement of the amendment, modification, or
termination is sought.

     5.14 Construction.  By execution of this Deed of Trust,
Grantor acknowledges both parties having participated in the
drafting of the document, the parties agree that the Note, this
Deed of Trust, and the Loan Documents shall be construed without
regard to any presumption or rule requiring construction against
the party causing such instruments to be drafted.  The headings and
captions contained in this Deed of Trust are solely for convenience
of reference and shall not affect its interpretation.  All terms
and words used in this Deed of Trust, whether singular or plural
and regardless of the gender thereof, shall be deemed to include
any other number and any other gender as the context may require.

     5.15 Receipt by Grantor.  Grantor hereby acknowledges that a
full, true, and complete copy of this Deed of Trust (including
Exhibits A and B hereto) was delivered to and received by it on the
date of actual execution hereof by Grantor, as set forth below.

     5.16 Substitution of Trustee.

          (a)  Beneficiary shall have the irrevocable power, to be
     exercised at any time or times hereafter and with or without
     cause for any reason whatsoever, to substitute a trustee or
     trustees in place of Trustee herein named, by an instrument in
     writing duly executed, acknowledged and recorded among the
     land records of the jurisdiction where the Premises are
     located; and when such instrument is so recorded, all the
     estate of Trustee thus superseded shall terminate and all the
     right, title and interest of Trustee hereunder shall be vested
     in the trustee or trustees named as its successor, and such
     successor trustee or trustees shall have the same powers,
     rights and duties which Trustee so superseded had under this
     Deed of Trust.  The exercise of this right to appoint a 
     successor trustee, no matter how often exercised, shall not be
     deemed an exhaustion of said right.  Irrespective of whether
     Trustee consists of one or more persons or entities, 
     Beneficiary may name one or more persons or entities as
     successor trustee as Beneficiary may determine.

          (b)  Trustee shall have the right to resign as trustee
     hereunder at any time upon not less than ten (10) days" prior
     written notice to Grantor and Beneficiary, in which event
     Beneficiary shall exercise the right to appoint a successor
     trustee pursuant to paragraph (a) of this Section before such
     resignation becomes effective.

     5.17  Authorization Regarding Trustee.  Trustee may act
hereunder and may sell and convey the Premises, or any part
thereof, although said Trustee has been, may now be, or is
hereafter the attorneys or agents of Beneficiary with respect to
the loan, or with respect to any other matter or business
whatsoever, and Grantor and Beneficiary hereby irrevocably waive
any conflict of interest which may arise from any such relationship
between Trustee and Beneficiary.  Trustee shall not be required to
take any action toward the execution and enforcement of this Deed
of Trust or to institute, appear in or defend any action, suit or
other proceeding in connection therewith where in the opinion of
Trustee such action will be likely to involve Trustee in expense or
liability, unless requested so to do by a written instrument signed
by Beneficiary and, if Trustee so requests, unless Trustee is
tendered security and indemnity satisfactory to Trustee against any
and all costs, expenses and liabilities arising therefrom.

     5.18 Standard of Conduct of Trustee; Indemnification.
Trustee, by acceptance hereof, hereby covenants faithfully
to erform and fulfill the trusts herein created; provided,
however, that Trustee shall be liable hereunder only for gross
negligence, willful misconduct or bad faith.  In any event, Trustee
shall be indemnified and forever held harmless by Beneficiary from
all loss or damage of any kind which Trustee may incur in acting as
Trustee hereunder, except for such loss or damage as may result from
the gross negligence, willful misconduct or bad faith of
Trustee.

     5.19 Effective Date.  The effective date of this Deed of Trust
shall be the date on the first page hereof notwithstanding that
this Deed of Trust may have been executed on a date prior to such
date.

     5.20 Right to Contest.  Grantor shall have the right to
contest in good faith the validity or amount of any tax assessment
or lien arising from any work performed at or materials furnished
to the premises which right, however, is conditional upon (i) such
contest having the effect of preventing the collection of the tax,
assessment or lien so contested and the sale or forfeiture of the
premises or any part thereof or interest therein to satisfy the
same, (ii) Grantor giving Beneficiary written notice of its 
intention to contest the same in a timely manner, which, with
respect to any contested tax or assessment, shall mean before any
such tax, assessment or lien has been increased by any penalties or
costs, and with  respect to any contested mechanic"s lien
claim, shall mean within thirty (30) days after Grantor receives actual
notice of the filing thereof, (iii) Grantor making and thereafter
maintaining with Beneficiary or such other depositary as 
Beneficiary may designate, a deposit of cash (or United States
government securities, in discount form, or other security as may,
in Beneficiary"s sole discretion, be acceptable to Beneficiary, and
in either case having a present value equal to the amount herein
specified) in an amount no less than One Hundred Fifty Percent
(150%) of the amount which, in Beneficiary"s reasonable opinion,
determined from time to time, shall be sufficient to pay in full
such contested tax, assessment or lien and penalties, costs and
interest that may become due thereon in the event of a final
determination thereof adverse to Grantor or in the event Grantor
fails to prosecute such contest as herein required, or in lieu
thereof, Grantor providing to Beneficiary title insurance over such
matters in form and substance reasonably acceptable to Beneficiary,
and (iv) Grantor diligently prosecuting such contest by appropriate
legal proceedings.  In the event Grantor shall fail to prosecute
such contest with reasonable diligence or shall fail to maintain
sufficient funds, or other security as aforesaid, on deposit as
hereinabove provided, Beneficiary may, at its option, liquidate the
securities deposited with Beneficiary, and apply the proceeds
thereof and other monies deposited with Beneficiary in payment of,
or on account of, such taxes, assessments, or liens or any portion
thereof then unpaid, including the payment of all penalties and
interest thereon.

          IN WITNESS WHEREOF, Grantor has executed this Indemnity
Deed of Trust and Security Agreement as of the date first aforesaid.


WITNESS:            HENDERSON"S WHARF BALTIMORE L.P.,
                    a Delaware limited partnership

                    By:  HISTORIC PRESERVATION PROPERTIES 1990
                         L.P. TAX CREDIT FUND, general partner

                         By:  BOSTON HISTORIC PARTNERS II LIMITED
                              PARTNERSHIP, its sole general   

                              By:  BHP II ADVISORS LIMITED
                              PARTNERSHIP, its sole general
                              partner

                                   By:  PORTFOLIO ADVISORY
                                   SERVICES, INC.



                                   By:   Terrence P.Sullivan
                                         President

                                   and

                                   By:   Terrence P. Sullivan,
                                         General Partner

                    and

                    By:  HENDERSON"S WHARF DEVELOPMENT CORP.,
                         general partner


                         By:  Terrence P. Sullivan
                              President
                         )
                         ) ss:
                         )


          On this the _____ day of February, 1996, before me
____________________, the undersigned officer, personally appeared
Terrence P. Sullivan, who acknowledged himself to be a general
partner of BHP II Advisors Limited Partnership, the general partner
of Boston Historic Partners II Limited Partnership, the general
partner of Henderson"s Wharf Baltimore L.P., and executed the
forgoing Indemnity Deed of Trust and Security Agreement on behalf
of Henderson"s Wharf Baltimore L.P. for the purposes therein contained.

          IN WITNESS WHEREOF, I have hereunto set my hand and
official seal.


                              ______________________________
                              Notary Public

[SEAL]

My commission expires:

                         )
                         ) ss:
                         )