PROMISSORY NOTE





DATE OF NOTE:         February 27, 1996



AMOUNT OF NOTE:  $225,000.00



MATURITY DATE:     March 15, 2006



INTEREST RATE:  Seven and one-half percent (7.5%) per annum



For Value Received, HENDERSON'S WHARF MARINA, L.P., a Delaware
limited partnership (the "Maker"), promises to pay to the order
of HWFP, INC., a Maryland corporation, or its successors and
assigns (collectively, the "Payee"), the principal sum of TWO
HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000.00), plus 
interest on the unpaid principal balance (herein called the
"Principal Amount") at the rate of seven and one-half percent
(7.5%) per annum from the date of this Note until paid in full.

1.  PAYMENTS.  Interest from the date of this Note until March
14, 1996 shall be due and payable on March 15, 1996.
Thereafter, this Note shall be payable in one hundred twenty
(120) successive monthly payments of principal and interest,
each in the amount of Two Thousand Eighty-five and 78/00 Dollars
($2085.78), commencing on April 15, 1996 and continuing on the
first day of each succeeding calendar month until the entire
outstanding Principal Amount and all accrued and unpaid  interest
thereon and all other sums payable hereunder shall be paid in
full.  All payments on this Note shall be applied first to late
charges and other fees payable hereunder, if any, then to 
accrued and unpaid interest and then in reduction of the
Principal Amount.  All payments of principal and interest and
any other charges due hereunder shall be payable at HWFP, Inc.,
c/o J.E. Robert Companies, 1650 Tysons Boulevard, Suite 1600,
McLean, Virginia  22102, Attention: Stephen E. Cox, or such
other place as the Payee may designate in writing.  Interest
shall be calculated based upon a 360-day year comprised of
twelve (12) months of thirty (30) days each, and actual number
of days elapsed.

2.  MATURITY DATE.  The entire outstanding Principal Amount,
together with all accrued and unpaid interest thereon and all
other sums payable hereunder, shall mature and be due and
payable in full to the Payee on March 15, 2006 (the "Maturity
Date").

3.  ACCELERATION; EXPENSES.  The Payee may accelerate the
Maturity Date if an Event of Default (as defined in the
hereinafter referenced Mortgage) shall occur, regardless of any
prior forbearance.  The Maker shall pay all of the costs and
expenses incurred by the Payee in connection with collecting or
attempting to collect any sums due under this Note or enforcing
any provision of this Note, the Mortgage or any of the other
Loan Documents (hereinafter defined), including, but not limited
to, attorneys' fees and disbursements and applicable statutory
costs, whether incurred out of court or in litigation, including
pre-trial, appellate and bankruptcy proceedings.

4.  LATE PAYMENTS AND DEFAULT INTEREST.  If any amount due under
this Note is not received by the Payee within five (5)calendar
days after the date such amount is due, the Maker shall pay to
the Payee a late charge equal to five (5%) percent of such
overdue amount, which late charge shall be immediately due and
payable without notice or demand by the Payee.  During the 
continuance of an Event of Default, interest on the Principal
Amount shall accrue at the rate of five percent (5%) per annum
in excess of the then applicable rate of interest hereunder (the
"Default Rate") until the Principal Amount, together with all
accrued interest thereon, is paid in full.  The foregoing shall
not be construed as a waiver by Payee of its right to pursue any
other remedies available to it under this Note, the Mortgage, or
any other document or instrument now or hereafter executed or
delivered in connection with the loan evidenced hereby (together
with all extensions, renewals, modifications, amendments and
substitutions thereof or therefor, the "Loan Documents"). All
amounts evidenced hereby shall bear interest at the Default Rate
from the date of maturity of this Note, by acceleration or
otherwise, until paid.

5.  PREPAYMENT.  This Note may be prepaid in whole or in part at
any time without premium or penalty.  All prepayments shall be
applied against the Principal Amount in the inverse order of 
maturity and shall not extend or postpone the due date of any
subsequent monthly installments or change the amount of such
installments, unless the Payee shall agree otherwise in writing.

6.  WAIVER; NO RELEASE; REMEDIES CUMULATIVE.  Presentment,
demand, notice of dishonor, notice of protest and protest are
hereby waived by all makers, sureties, guarantors and endorsers
hereof.  This Note shall be the joint and several obligation of
all makers, sureties, guarantors and endorsers, and shall be 
binding upon them and their successors and assigns.  No release
of any person liable for the indebtedness evidenced hereby, and
no release of any security for the indebtedness evidenced by
this Note, or any portion thereof, and no extension, alteration,
amendment, subordination or waiver of any provision of this Note
or of any other Loan Document made by agreement between the 
Payee and any other person or party shall release, discharge,
modify, change or affect the liability of the Maker or any
other person now or hereafter liable under this Note or under such
other Loan Document.  The remedies provided the Payee in
this Note, the Mortgage and the other Loan Documents shall be
cumulative and concurrent, and shall be in addition to every
other right or remedy now or hereafter provided by law or
equity.  Such remedies may be pursued singly, successively or
together against the Maker, any of the property subject to the
Mortgage, or any other security at the option of the Payee. The
Maker hereby expressly waives any right to make a claim for or
relating to the marshaling of assets.  The Maker hereby
expressly waives any right to grace, right of offset or defenses
of any kind.  The failure to exercise or delay in exercising any
such remedy shall not be construed as a waiver or release thereof.

7.  THE MORTGAGE; GOVERNING LAW.  The indebtedness evidenced by
this Note is secured by, among other things, a deed of trust 
dated as of the date hereof, encumbering premises known as
Henderson's Wharf Marina, located in Baltimore, Maryland (the
"Mortgage"), and is subject to all of the terms and conditions
thereof.  Reference is made thereto and the other 
Loan Documents for certain rights as to acceleration of the
indebtedness evidenced by this Note.  Upon the occurrence of an
Event of Default, the Principal Amount and all accrued and 
unpaid interest thereon, and all other amounts secured by the
Mortgage shall, at the option of the Payee, become immediately
due and payable.  This Note shall be governed by the laws of the
State of Maryland, without regard to conflicts of law provisions.

8.  LEGAL RATE OF INTEREST.  This Note is subject to the express
condition that at no time shall the Maker be obligated or 
required to pay interest on the Principal Amount at a rate in
excess of the maximum rate which the Maker is permitted by law
to contract or agree to pay.  If by the terms of this Note, the
Maker at any time is required or obligated to pay interest on
the Principal Amount at a rate in excess of such maximum rate,
then the rate of interest hereunder shall be deemed to be 
reduced immediately and automatically to such maximum rate,
interest payable hereunder shall be computed at such maximum
rate and any prior interest payment made in excess of such
maximum rate shall be immediately and automatically applied to,
and shall be deemed to have been payment made in reduction of,
the Principal Amount.

9.  INVALIDITY.  In the event any one or more of the provisions
contained in this Note or any other Loan Document shall for any
reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall
not affect any other provision of this Note or such other Loan
Document, but this Note and the other Loan Documents shall be
construed as if such invalid, illegal or unforceable provision
had never been contained herein or therein.

10.  CAPTIONS.  The captions and headings set forth in this Note
are for convenience purposes only and shall not limit, define or
otherwise have any effect on the interpretation of the 
agreements and understandings set forth herein.

11.  RELATIONSHIP OF PARTIES.  The Payee shall in no event be
construed for any purpose to be a partner, joint venturer or 
associate of the Maker, or of any lessee, operator,
concessionaire or licensee of the Maker, in the conduct of their
respective businesses.

12.  MODIFICATION.  This Note may not be modified, amended,
discharged or waived orally, but only by an agreement in writing
signed by the party against whom such modification, amendment,
discharge or waiver is sought to be enforced.

13.  PURPOSE OF LOAN.    The Maker warrants and represents that the
loan evidenced hereby is being made for business or investment
purposes.

WITNESS OR ATTEST:            HENDERSON'S WHARF MARINA, L.P.
[CORPORATE SEAL]              a Delaware limited partnership



                         By:  Henderson's Wharf DevelopmentCorporation,
                              a Delaware corporation, its sole general
                              partner

                         By:
                              Terrence P. Sullivan,
                              President





                              Maker's Address:

                              c/o Claremont Management Corporation
                              Battermarch Park II
                              Quincy, Massachusetts  02169