1DEED OF TRUST





     THIS DEED OF TRUST, made this 27  day of February, 1996, by
and between (i) HENDERSON'S WHARF MARINA, L.P., a Delaware
limited partnership ("Grantor"), and (ii) STEPHEN E. COX and
JOSEPH E. ROBERT, JR., as trustees (collectively "Trustees") for
the benefit of HWFP, INC., a Maryland corporation, its 
successors and assigns (collectively "Beneficiary").





W I T N E S S E T H   T H A T :





     WHEREAS, the Grantor is indebted to the Beneficiary in the
principal amount of Two Hundred Twenty-five Thousand Dollars 
($225,000.00), or so much thereof as shall remain outstanding,
as evidenced by a promissory note of even date herewith, made by
the Grantor and payable to the order of the Beneficiary in the
original principal amount of Two Hundred Twenty-five Thousand
Dollars ($225,000.00) (together with all extensions, renewals
and modifications of, and substitutions for, such note, the
"Note").



     NOW, THEREFORE, to secure the indebtedness of the Grantor
evidenced by the Note, plus all accrued and unpaid interest and
other charges thereon, and to secure the prompt performance of
each and every covenant, term and condition made or to be 
complied with pursuant to this Deed of Trust, the Note or any
document executed in connection herewith or therewith 
(collectively, the "Documents"), the terms and conditions of
each of which are made a part hereof and incorporated herein by
reference, and further to secure all of the costs and expenses
incurred with respect to the Note or any instrument now or
hereafter evidencing or securing any of the referenced
indebtedness, including without limitation costs and attorneys'
fees incurred or paid by either of the Trustees (or any 
substitute trustees hereunder) or by any other person hereby
secured, whether suit be brought or not, or on account of any
litigation at law or in equity which may arise with respect to
this Deed of Trust, the Note or the hereinafter referenced 
property, and to secure payment of all money which may be
advanced as provided herein, plus interest on all such costs and
advances from the date hereof (all of the foregoing being herein
collectively referred to as the "Indebtedness"), the Grantor has
granted, bargained, sold and conveyed and by these presents does
grant, bargain, sell and convey unto the Trustees, their 
survivor and other successor or successors in trust:



     All those certain lots, pieces or parcels of land and all
buildings and improvements now or hereafter erected thereon, 
situate, lying and being in the City of Baltimore, State of
Maryland, as more fully described on Schedule "A" attached
hereto and made a part hereof by reference;



     TOGETHER with all and singular the tenements, hereditaments,
easements, rights of way, franchises, licenses, permits and
appurtenances now or hereafter thereunto belonging or in anyway
appertaining, and the reversion or reversions, remainder and
remainders; and also all present and future leases of said real
property or any part thereof, and all extensions, renewals and
modifications thereof, or substitutions therefor, and all rents,
issues and profits therefrom, including, without limitation, all
amounts received from the periodic rental of boat slips; and also
all the estate, right, title, interest, property, claim and
demand whatsoever of the Grantor, of, in and to the same, and
of, in and to every part and parcel thereof; 



     TOGETHER with all right, title and interest of the Grantor, if
any, in and to the land lying in the bed of any street, alley,
road or avenue, opened or proposed, in front of or adjoining the
above described real estate to the center line thereof;



     TOGETHER with all machinery, apparatus, equipment, fittings,
fixtures, furniture and articles of personal property of very
kind and nature whatsoever (excluding property owned by tenants
which according to the terms of any applicable leases may be
removed by such tenants at the expiration of such leases), now
or hereafter located in or upon the real estate or any part 
thereof, and used or usable in connection with any present or
future operation of such real estate (collectively "Equipment"),
whether now owned or hereafter acquired by the Grantor and all
of the right, title and interest of the Grantor in and to any
Equipment which may be subject to any title retention or 
security agreement or instrument superior in lien of this Deed
of Trust.  It is understood and agreed that all Equipment is to
be deemed part and parcel of the subject real estate and 
appropriated to the use of such real estate and, whether affixed
or annexed or not, shall for the purpose of this Deed of Trust
be deemed conclusively to be real estate and conveyed hereby.
This Deed of Trust shall also constitute a Security Agreement
between the Grantor, as debtor, and the Beneficiary, as secured
party, as to both chattel and fixture items of every type  now or
hereafter owned by the Grantor and used or usable in conjunction
with the subject real estate, and the proceeds thereof,
including but not limited to those types of items hereinabove
itemized as constituting "Equipment".  The Grantor agrees to
execute and deliver from time to time such further instruments
as may be requested by the Beneficiary to confirm and/or perfect
the lien of this Deed of Trust on any Equipment or other chattel
items or fixtures;



     TOGETHER with all building materials, supplies and equipment
now or hereafter delivered to the property and intended to be
installed or incorporated in any improvements thereon;



     AND TOGETHER with any and all awards or payments, including
interest thereon, and the right to receive such awards or payments,
which may be made with respect to the above described
property as a result of (a) the exercise of the right of eminent
domain, (b) the alteration of the grade of any street, or (c)
any other injury to or decrease in the value of the Premises, to the
extent of all amounts which may be secured by this Deed of Trust
at the date of receipt of any such award or payment by the 
Beneficiary, and of the attorneys' fees, costs and disbursements
incurred by the Beneficiary in connection with the collection of
such award or payment and the Grantor agrees to execute and
deliver, from time to time, such further instruments as may be
requested by the Beneficiary to confirm and/or perfect the 
assignment to the Beneficiary of any such award or payment.



     TO HAVE AND TO HOLD the above granted and described property
with the appurtenances, and any after-acquired title the Grantor
may subsequently obtain therein (all of which is herein collectively 
called the "Premises"), to the Trustees, their
survivor, or other successor or successors in trust, forever;
and the Grantor warrants specially the title to the Premises and
will execute such further assurances of title as may be requisite.



     PROVIDED, ALWAYS, that if the Grantor, or the heirs, executors,
administrators, successors or assigns of the Grantor, shall pay
to the Beneficiary the entire Indebtedness and all costs, 
charges, expenses, prepayment charges and commissions incurred
hereunder at the time and in the manner prescribed in the Note,
and shall comply with each and every covenant and condition set
forth herein, in the Note and in every other of the Documents,
then these presents and the estate hereby granted shall lease,
terminate and be void; provided, however, that until the 
occurrence of any event which gives the Beneficiary the option
to cause the entire Indebtedness to become due and payable, the
Grantor shall have the right to possess and enjoy the Premises
and to receive the rents, issues and profits therefrom; and
provided, further, that upon full payment of the Indebtedness
and all costs, charges, expenses, prepayment charges and
commissions incurred at any time hereunder, the Trustees shall
be entitled to a fee, not exceeding Two Hundred Dollars 
($200.00) each, for the release and reconveyance of the
Premises to (and at the cost of) the Grantor.



     AND the Grantor covenants and agrees as follows:



     1.   Payment of the Indebtedness.  The Grantor will pay the
entire Indebtedness at the time and in the manner prescribed in
the Note.



     2.   Payment of Taxes, Assessments, Fees, Etc.  The Grantor will
pay when due all taxes, assessments, water rates, sewer rents
and other charges, and any rents and/or other sums payable with
reference to the Premises, or now or hereafter assessed as liens
on or levied against the Premises.  Upon the request of the 
Beneficiary, the Grantor will exhibit to the Beneficiary
receipts for the payment of all items specified in this
paragraph prior to the date when the same shall become
delinquent.  If the Grantor shall fail to pay any such sum when
it is due and payable, the Beneficiary may, without notice or
demand to the Grantor, make such payment, and all sums paid by
the Beneficiary in discharge of taxes, assessments, water rates,
sewer rents, other charges, rents and/or prior liens shall be
added to the amount of the Indebtedness, payable on demand,and
be secured by this Deed of Trust.



     3.   Insurance.



          (a)  The Grantor will keep the Premises, including without
limitation all buildings and Equipment, insured for the benefit
of the Beneficiary against loss or damage by fire, lightning,
windstorm, hail, explosion, aircraft, vehicles and smoke, for an
amount equal to the aggregate principal amount of the Note or
100% of full insurable value, whichever is less, but in all 
events for an amount sufficient to prevent any co-insurance
clause in any referenced insurance policy from coming into
effect.  All insurance required hereunder shall be in form and
with companies approved by the Beneficiary, and, regardless of
the types of amounts of insurance required and approved by the
Beneficiary, the Grantor will assign and deliver to the 
Beneficiary as collateral and further security for the payment
of the Indebtedness, all policies of insurance which insure
against any loss or damage to the Premises, naming the 
Beneficiary as mortgagee pursuant to a standard mortgage clause,
without contribution, and being in all other respects 
satisfactory to the Beneficiary.  If the Grantor fails to insure
the Premises or to assign and deliver the policies as herein
required, the Beneficiary may, at its option, effect such
insurance from year to year and pay the premiums therefor,
and the amount of such premiums shall be added to the amount of
the Indebtedness, payable on demand, and be secured by this Deed
of Trust.



          (b)  If the Beneficiary by reason of any such insurance
receives any money for loss or damage, such amount may, at the
option of the Beneficiary, be retained and applied by the
Beneficiary as a prepayment of the Indebtedness, or be paid over
wholly or in part to the Grantor for the repair of the buildings
or for the erection of new buildings on the Premises or for any
other purpose or object satisfactory to the Beneficiary, but the
Beneficiary shall not be obligated to see to the proper application 
of any amount paid over to the Grantor.



          (c)  Not less than ten (10) days prior to the expiration dates
of each policy required of the Grantor pursuant to this paragraph,
 the Grantor will deliver to the Beneficiary a renewal
policy or policies marked "premium paid" or accompanied by other
evidence of payment satisfactory to the Beneficiary.



          (d)  In the event of a foreclosure of this Deed of Trust by
virtue of judicial proceedings or otherwise, the Beneficiary 
shall succeed to all rights of the Grantor in and to all
policies of insurance maintained by the Grantor with respect to
the Premises, including without limitation any right to receive
unearned premiums.



     4.   Removal of Equipment.  No building or other property covered
by the lien of this Deed of Trust shall be removed, demolished
or materially altered, without the prior written consent of the
Beneficiary, except that the Grantor shall have the right to 
remove and dispose of such Equipment as may become worn out or
obsolete, provided that either (a) simultaneously with or prior
to removal any such Equipment which is necessary or desirable
for the use or operation of the Premises is replaced with other
Equipment of a value equal to or greater than that of the 
replaced Equipment and free from any title retention, security
agreement or other encumbrance, or (b) any net cash proceeds
received from such disposition shall be paid over promptly to
the Beneficiary to be applied as a prepayment of the 
Indebtedness.  In the event new Equipment is installed by the
Grantor hereunder, it shall be deemed to be subject to the lien
of this Deed of Trust from the date of installation.



     5.   Events of Default.  The entire Indebtedness shall become
immediately due and payable at the option of the Beneficiary 
upon the occurrence of any of the following events (each of
which is an "Event of Default" under this Deed of Trust): (a)
default in the payment of any installment of principal and/or
interest on the Note, or any other portion of the Indebtedness
when due, which default shall continue beyond the expiration of
ten (10) days following written notice of default (provided,
however, that only one (1) such notice shall be required to be
given to Grantor in any twelve (12) month period); or (b) 
default in the payment when due of any tax, assessment, water
rate, sewer rent or other charge, rent or prior lien relating to
the Premises; or (c) default either in assigning and delivering
or keeping in force the policies of insurance hereinreferred to
or in reimbursing the Beneficiary for premiums paid  on such
insurance; or (d) default upon request in furnishing a statement
of the amount due under the Note or any other statement required
under paragraph 8 hereof, which default shall continue beyond
the expiration of fifteen (15) days following written notice of
default; or (e) the actual or threatened waste, removal or 
demolition of, or material alteration to, any part of the
Premises, except as permitted herein; or (f) except in
connection with any subordinate financing approved in writing by
the Beneficiary, assignment by the Grantor of the whole or any
part of the rents, income or profits arising from the Premises
without the prior written consent of the Beneficiary; or (g)
default in the removal of any federal or local tax lien on the
Premises, which lien is for taxes which are in default; or (h)
default in the observance or performance of any other covenants
or agreements of the Grantor hereunder or under any of the other
Documents which default shall continue beyond the expiration of
thirty (30) days following written notice of default; or (i) the
election of the Beneficiary to accelerate the maturity of any
other indebtedness of the Grantor pursuant to any instrument
which may be held by the Beneficiary; or (j) by order of a court
of competent jurisdiction, (i) the appointment of a receiver or
liquidator or trustee of the Grantor, or of any of its property,
which shall not have been discharged within thirty (30) days or,
(ii) any sequestration of the property of the Grantor, which
decree shall have continued undischarged and unstayed for thirty
(30) days after the entry thereof; or (k) the filing by the
Grantor of a voluntary petition in bankruptcy or a petition for
reorganization under any applicable state or federal law; or (l)
the filing of any involuntary petition against the Grantor under
any such law, which shall not have been discharged within thirty
(30) days after the filing thereof; or (m) an assignment by the
Grantor for the benefit of creditors; or (n)  consent by the 
Grantor to the appointment of a receiver, trustee or liquidator
of the Grantor, or of all or any part of its property.

     6.   Performance of Covenants; Costs.  In the event of any
default in the performance of any of the Grantor's covenants or
agreements herein or any other Document, or under any ground 
lease (if Grantor's interest in all or any portion of the land
is a leasehold estate), the Beneficiary may, at its sole option,
perform the same, and the cost of such performance shall be 
added to the Indebtedness, and be secured by this Deed of Trust.



     7.   Appointment of a Receiver.  In any action to foreclose this
Deed of Trust, or upon the occurrence of any actual or 
threatened waste to any part of the Premises, or upon default
hereunder, the Beneficiary shall be at liberty to apply for the
appointment of a receiver of the rents and profits of the 
Premises without notice, and shall be entitled to the
appointment of such a receiver as a matter of right, without
consideration of the value of the Premises as security for the
amounts due the Beneficiary or the solvency of any person liable
for the payment of such amounts.



     8.   Estoppel Certificates.  The Grantor, upon the Beneficiary's
request, shall certify in writing to the Beneficiary or to an
proposed assignee of the Indebtedness, the amount of principal,
interest and other fees and charges, if any, then owing on the
Note and whether any offsets or defenses exist against the 
payment in full of the Indebtedness or against this Deed of
Trust.  The Beneficiary, upon the Grantor's request, shall
certify to the Grantor the amount of principal, interest and
other fees and charges, if any, then owing on the Note. Such
certification shall be made by the Grantor or Beneficiary, as
the case may be, within fifteen (15) days of request. 


     9.   Notice.  All notices, demands, requests, consents,or
approvals required under this Deed of Trust shall be deemed to
have been properly given if and when delivered in writing 
personally, with receipt of delivery, or mailed by certified or
registered U.S. mail, return receipt requested, to the Grantor
(with a copy to Richard Rubin, Esq.) or to the Beneficiary at
the respective address set forth below, or to such other address
as the Grantor or Beneficiary shall have furnished to the other
in writing, mailed as aforesaid.



     10.  Change in Tax Law; Additional Taxes.  In the event of the
passage after the date of this Deed of Trust of any law of the
jurisdiction in which the Premises are located changing in any
way the laws for the taxation of deeds of trust or debts secured
by deed of trust for state or local purposes, or the manner of
collecting any such taxes, and imposing a tax (with the 
exception of income tax or excise tax), either directly or
indirectly, on this Deed of Trust, the Note or any other
instrument providing security therefor, the Beneficiary shall
have the right to declare the entire Indebtedness, together with
all fees and charges, if any, to be due in full on a date to be
specified by not less than thirty (30) days written notice to be
given to the Grantor; provided, however, that if the Grantor is
permitted by law to pay the whole of such tax in addition to all
other payments required hereunder, and if the Grantor prior to
the specified date does pay such tax and agrees to pay any such
tax when thereafter levied or assessed, then the Indebtedness
shall not be accelerated on the condition that all future tax
payments be made by the Grantor and the condition of such 
forbearance by the Beneficiary shall constitute a modification
of this Deed of Trust.


     11.  Protection of the Lien of the Deed of Trust.  If the
Beneficiary or any Trustees shall incur or expend any sums,
including attorneys' fees, whether in connection with any action
or proceeding or not, to sustain the lien of this Deed of Trust
or its priority, or to protect or enforce any of its or their
rights hereunder, or to recover any portion of the Indebtedness,
or for any title examination relating to the title to the 
Premises, all such sums shall be added to the Indebtedness, due
on demand with interest at the then current rate of interest 
payable on the Note, and shall be deemed to be secured by this
Deed of Trust.  In any action or proceeding to foreclose this
Deed of Trust, or to collect any part of the Indebtedness, the
provisions of the law respecting the recovery of costs, 
disbursements and allowances shall prevail unaffected by this
covenant; provided, however, that in the event of litigation,
attorneys' fees shall be awarded to the prevailing party.
Notwithstanding the foregoing, the Beneficiary and the Grantor
shall each pay one-half of the cost of any title examination or
lender's policy of title insurance obtained by or for the 
benefit of the Beneficiary in connection with closing the
transaction contemplated by this Deed of Trust.



     12.  Maintenance of the Premises.  The Grantor will maintain the
Premises in substantially the same condition and repair as
exists on the date hereof, will not commit or suffer any waste
of the Premises, and will comply with, or cause to be complied
with, all statutes, ordinances and requirements of any
governmental authority relating the Premises.  The Grantor will
promptly repair, restore, replace or rebuild any part of the 
Premises which may be damaged or destroyed by any casualty or
which may be affected by any condemnation, taking or similar
proceeding, and will complete and pay for any structure at any
time in the process of construction on the Premises.  The
Grantor will at all times keep the Premises free and clear of
any mechanics' and/or materialmen's liens; and, without the
written consent of the Beneficiary, which shall not be
unreasonably withheld, the Grantor will not initiate, join in or
consent to any change in any private restrictive covenant,
zoning ordinance, or other public or private restrictions
limiting or defining the uses which may be made of any portion
of the Premises.



     13.  Eminent Domain.  Notwithstanding any taking by eminent
domain, alteration of the grade of any street or other injury to
or decrease in value of the Premises by any public or
quasi-public authority or corporation, the Grantor shall
continue to repay the Indebtedness as required in the Note until
any award or payment shall have been actually received by the
Beneficiary.  Upon receipt by the Beneficiary, such payment may
be applied in reduction of the Indebtedness or be paid over
wholly or in part to the Grantor for the purpose of altering,
restoring or rebuilding any part of the Premises which may have
been altered, damaged or destroyed as a result of any such
taking, alteration of grade, or other injury to the Premises, or
for any other purpose satisfactory to the Beneficiary in its
sole discretion; provided, however, that the Beneficiary shall
not be obligated to see to the application of any amount paid
over to the Grantor hereunder.  Notwithstanding any provision
herein or in the Note forbidding or limiting deficiency
judgments, and whether or not a deficiency judgment on this Deed
of Trust shall have been sought, recovered or denied, if prior
to receipt by the Beneficiary of such award or payment the
Premises shall have been sold by foreclosure of this Deed of
Trust, the Beneficiary shall have the right to receive a portion
of such award or payment equal to any deficiency due upon foreclosure.



     14.  Inspection.  The Beneficiary and any persons authorized by
the Beneficiary shall have the right to enter and inspect the
Premises at all reasonable times, and if, at any time after an
Event of Default shall have occurred with respect to any of the
terms, covenants or provisions of this Deed of Trust, the Note
or any other Document, the management and maintenance of the
Premises shall be determined by the Beneficiary to be
unsatisfactory, the Grantor shall for the duration of such
default employ as managing agent of the Premises any person or
firm from time to time designated by the Beneficiary, all at the
Grantor's sole cost and expense.


     15.  Financial Statements.  The Grantor will, within ninety (90)
days following the termination of the annual accounting period
adopted by the Grantor in the operation of the Premises, deliver
to the Beneficiary, to the extent applicable (a) a statement in
such reasonable detail as the Beneficiary may request, certified
by the Grantor, of the leases relating to the Premises, if any,
and (b) a statement in such reasonable detail as the Beneficiary
may request, certified by a certified public accountant, or by
the Grantor, of the gross annual income and expenses of the
Premises for such preceding annual accounting period.  In
addition, on demand of the Beneficiary, the Grantor will make
available to the Beneficiary copies of any leases of the Premises.


     16.  Rents and Profits From the Premises.  The Grantor will not
collect the rents, issues and profits arising from the Premises
more than one month in advance of the due date (except for boat
slip rentals which may be collected not more than one year in
advance), or assign any part of the present or future rents,
income or profits arising from the Premises without the prior
written consent of the Beneficiary, and any such assignment 
without the Beneficiary's consent shall be null and void. In
the event of any default by the Grantor under this Deed of 
Trust, the Note or any of the other Documents, for the
Beneficiary or Trustees may enter upon and take possession of
the Premises with or without the appointment of a receiver or an
application therefor and let the same, either in its or their
own name, or in the name of the Grantor, receive the rents,
issues and profits of the Premises under any and all leases of
the Premises and apply the same, after the payment of all
necessary charges and expenses, including reasonable management
fees, as a prepayment of the Indebtedness.  All present and
future rents and profits are, in the event of any such default,
hereby assigned to the Beneficiary and upon notice and demand
the Grantor will transfer and assign to the Beneficiary, in a
form satisfactory to the Beneficiary, the lessor's interest in
any lease or leases now or hereafter affecting the whole or any
part of the Premises.  The Grantor agrees to execute and
deliver, from time to time, such further instruments as may be
requested by the Beneficiary to confirm the assignment to the
Beneficiary of the present or future leases of the Premises.


     17.  Ground Lease.  If the Grantor's interest in the Premises or
in any substantial part thereof shall be a leasehold estate,the
Grantor covenants and agrees to perform when due all covenants
and agreements set forth in the applicable lease or leases, and
will provide the Beneficiary, within five (5) days after receipt
by the Grantor, with a copy of any notice of default or 
termination received by the Grantor from the lessor under the
applicable ground lease or leases.



     18.  Enforcement of Remedies.  The Beneficiary shall have the
right from time to time to enforce any legal or equitable remedy
against the Grantor and to sue for any sums, whether interest,
principal or any installment thereof, taxes, assessments, sewer
rates, water rents, or any installment thereof, or any other
sums required to be paid under the terms of this Deed of Trust,
as such sums become due, without regard to whether or not any
portion of the Indebtedness shall be due, and without prejudice
to the right of the Beneficiary to enforce any appropriate
remedy against the Grantor, including foreclosure, or any other
action, for any existing or previous default.



     19.  Waivers and Releases.  Any failure by the Beneficiary to
insist upon the strict performance by the Grantor of any of the
terms and provisions hereof shall not be deemed to be a waiver
of any of the terms and provisions hereof, and the Beneficiary,
notwithstanding any such failure, shall have the right 
thereafter to insist upon the strict performance by the Grantor
of any and all of the terms and provisions of this Deed of 
Trust.  Neither the Grantor nor any other person now or
hereafter obligated for the payment of the whole or any part of
the Indebtedness shall be relieved of such obligation by reason
of (i) the failure of the Beneficiary to comply with any request
of the Grantor, (ii) the failure of the Beneficiary to take
action to foreclose this Deed of Trust or otherwise enforce any
of the provisions of this Deed of Trust or any of the other 
Documents, (iii) the release, regardless of consideration, of
the whole or any part of the security held for the Indebtedness,
or (iv) any agreement or stipulation between any subsequent
owner(s) of the Premises and the Beneficiary extending the time
of payment or modifying the terms of the Note or Deed of Trust,
without first having obtained the consent of the Grantor or such
other person; and regardless of the occurrence of any such 
event, the Grantor and all such other persons shall continue to
be liable to make payments hereunder unless expressly released
and discharged in writing by the Beneficiary.  Regardless of
consideration and without the necessity for any notice to or
consent by the holder of any subordinate lien on the Premises,
the Beneficiary may release the obligation of anyone at any time
liable for any of the Indebtedness or any part of the security
held for the Indebtedness, resort for the payment of the
Indebtedness to any other security held by the Beneficiary in
such order and manner as the Beneficiary may elect, or extend
the time of payment or otherwise modify the terms of the Note,
this Deed of Trust or any of the other Documents without in any
way impairing or affecting the lien of this Deed of Trust or its
priority over any subordinate lien.  The holder of any
subordinate lien shall have no right to terminate any lease
affecting the Premises whether or not such lease is subordinate
to this Deed of Trust.



     20.  Foreclosure Sale; Assent to Decree and Power of Sale.  If
at the maturity of the Indebtedness, however such maturity may
be brought about, default should be made in the payment of the
Indebtedness or any part thereof, subject to any applicable cure
period, the Trustees shall thereupon or at any time thereafter,
at the request of the Beneficiary, declare all the debts and
obligations secured hereby to be at once due and payable, take
possession of the Premises and sell the Premises or any portion
thereof requested by the Beneficiary to be sold (together with
any fixtures or personal property encumbered by this instrument,
which may be sold at the same sale as the real property or in
one or more separate sales, in such order as the person 
conducting such sale or sales in his sole discretion may elect),
as an entirety or in parcels, by one sale or by several sales,
at one time or at different times, and with such postponement of
sales as may be deemed by the Trustees to be appropriate,
without regard to any right of the Grantor or any other person
to the marshaling of assets.  Such sales shall take place at
public auction, at such time, at such place, and upon such terms
and conditions as the Trustees shall deem appropriate.  In the
event the Trustees or Beneficiary elect to institute proceedings
for foreclosure under this Deed of Trust, the Grantor hereby
assents to the passage of a decree for the sale of the Premises
and/or authorizes and empowers the Trustees to sell the 
Premises.  Once the terms of sale have been complied with the
Trustees shall convey to and at the cost of the purchaser the
Premises so sold, free and discharged of and from all estate,
right, title or interest of the Grantor, legal or equitable, and
upon any sale of the Premises under this Deed of Trust, whether
under the assent to a decree, the power of sale, or by equitable
foreclosure, the proceeds of sale shall be applied (after paying
(i) all expenses of sale, including reasonable attorneys' fees
and a commission to the Trustees making the sale of  one percent
(1%) of the amount of the sale or sales, (ii) all taxes and
assessments, rents and prior liens thereon due which the
Trustees or Beneficiary deem it advisable or expedient to pay,
and (iii) all sums advanced as herein provided for, plus 
interest) to the payment of the Indebtedness, including without
limitation all interest thereon and all other applicable fees
and charges, if any, to the date of payment; the surplus, if
any, shall be paid to the Grantor or any other person entitled
thereto.  Immediately upon the first insertion of any 
advertisement or notice of sale with respect to the Premises,
the Grantor shall be liable for all expenses incident to the
advertisement or notice, all court costs and all expenses
incident to any foreclosure proceedings under this Deed of
Trust, including without limitation reasonable attorneys' fees
and a commission on the total amount of the Indebtedness,
principal and interest, equal to  one-half percent (1/2%) of the
amount then secured hereby; no payment on account of the 
Indebtedness shall be accepted unless accompanied by a tender of
all such expenses, costs and commission.  The assent to decree
and power of sale herein granted shall not be deemed to be
exhausted in the event that a foreclosure proceeding is
dismissed before the Indebtedness is paid in full.  In the event
of default by any purchaser to go to settlement, or if
settlement does not occur for any other reason, the Trustees
shall have the power to resell the Premises.



     21.  Tax Stamps.  If at any time the United States of America or
any state or territory thereof shall require internal revenue or
other tax stamps to be affixed to the Note (other than in the
nature of income tax), the Grantor will pay the applicable fee,
plus any interest or penalties imposed in connection therewith.



     22.  Joint and Several Liability.  If the Grantor consists of
more than one party, they shall be jointly and severally liable
under this Deed of Trust for the performance of all obligations,
covenants and agreements of the Grantor contained herein.



     23.  No Exclusive Remedies.  The rights, powers, privileges and
discretions of the Beneficiary and Trustees arising under this
Deed of Trust shall be separate, distinct and cumulative;
anything to the contrary notwithstanding, no act of the
Beneficiary shall be construed as an election to proceed under
any one provision of this Deed of Trust to the exclusion of any
other provision.


     24.  Substitution of Trustees.  The Grantor hereby grants to the
Beneficiary, with warranty of further assurances, the
irrevocable power to appoint a substitute trustee or trustees
and to remove any Trustee from time to time acting hereunder.
Such power may be exercised at any time hereafter, with or
without cause, without notice and without specifying any reason
therefor, by filing for record in the office where this Deed of
Trust is recorded a Deed of Appointment.  The power of 
appointment granted hereunder may be exercised as often and
whenever the Beneficiary deems it advisable, and the exercise of
such power of appointment, no matter how often, shall not be
exhausted.  Upon the recordation of any such Deeds of 
Appointment, the substitute trustee or trustees so appointed
shall, without any further act, deed or conveyance, become fully
vested with identically the same title and estate in and to the
Premises and with all the rights, powers, trusts and duties of
the original Trustees, as if the substitute trustees were 
originally named as Trustees hereunder.  Whenever in this Deed
of Trust reference is made to the Trustees, it shall be 
construed to mean the trustee or trustees for the time being,
whether original or successors in trust, and all title, estate,
rights, powers, trusts and duties of the Trustees hereunder
shall be in each of the Trustees, so that any action of any one
trustee (original or substitute) shall for all purposes be 
considered to be as effective as the action of all Trustees.



     25.  Subordinate Leases.  If the Grantor shall hereafter demise
the Premises or any part thereof by leases subordinate or junior
(either by the date thereof or by the express terms thereof) to
the lien of this Deed of Trust, any such lease shall be subject
to the condition that in the event of any foreclosure sale
hereunder, by virtue of judicial proceedings or otherwise, such
lease shall continue in full force and effect and the tenant
thereunder will, upon request, attorn to and acknowledge the
foreclosure purchaser(s) at such sale as landlords, unless the
Beneficiary or such purchaser(s), or the Trustees, shall, at or
prior to the time of sale or within sixty (60) days thereafter,
notify the tenant in writing to vacate and surrender the leased
premises within ninety (90) days from the date of sale upon
which date the subject lease shall terminate.  Any such lease
shall be subject to the further condition that if such lease
shall continue in full force and effect, the tenant shall not be
credited as against such purchasers with any rent prepaid by the
tenant to any party other than the purchaser(s) and allocable to
the period after such sale, except that with respect to the
rental of boat slips, the tenant shall not be credited with any
rent prepaid more than one (1) year in advance by the tenant to
any party other than the purchaser(s).



     26.  Miscellaneous.  This Deed of Trust and the Note secured
hereby, and all other Documents, shall be binding upon the
parties thereto and their respective heirs, executors,
administrators, personal representatives, successors and
assigns, and may not be changed orally, but only by an agreement
in writing and signed by the parties against whom enforcement of
any waiver, change, modification or discharge is sought. The
validity and construction of this Deed of Trust are to be 
determined according to the laws of the jurisdiction in which
the Premises are located.


     27.  Prepayments.  Whenever a prepayment shall be made to the
Beneficiary hereunder, from whatever source, all such payments
shall be applied by the Beneficiary to the Indebtedness, in
accordance with the provisions of the Note; such prepayments
shall not relieve the Grantor or any parties otherwise liable
for the payment of the Indebtedness from the obligation to make
periodic payments of principal, interest and/or other charges on
the Note as and when such payments would otherwise be due.



     28.  Ownership of the Premises.  The Premises shall at all times
be owned by the Grantor, both legally and equitably, except with
respect to the interest conveyed to the Beneficiary hereunder.
Without the Beneficiary's prior written consent:  (i) the
Premises shall not be the subject matter of any transaction
whereby the legal or equitable title to all or any part of the
Premises shall be transferred to anyone else, except with 
respect to subordinate financing approved by the Beneficiary in
writing and the periodic rental of boat slips and the rental of
the fastland portion of the Premises, (ii) no general 
partnership interest of the Grantor, if the Grantor is a
partnership, or voting common stock of the Grantor, if the
Grantor is a corporation, shall be sold, transferred, conveyed,
encumbered or assigned to any parties, except that general
partner interest of the Grantor may be sold, transferred or
assigned to an affiliate directly or indirectly related to the
Grantor without the Beneficiary's consent, provided that the
Beneficiary receive prompt notice thereof, and (iii) the
Premises shall not be further encumbered except for such junior
or subordinate financing as the Beneficiary shall specifically
approve in writing, and except for purchase money financing of
equipment to be used or installed solely for or on the Premises.
 Subject to the foregoing, if legal or equitable title to the
Premises or any part thereof shall change by any means, then the
Indebtedness shall become immediately due and payable on the 
demand of the Beneficiary.



     29.  Lien Priority.  It is understood and agreed that upon
recordation of this Deed of Trust, the lien of this Deed of
Trust is a first lien on the fee simple interest of the property
described herein.
     
30.  Addresses.  The address of the Grantor is: c/o Claremont
Management Corporation, Batterymarch Park II, Quincy,
Massachusetts  02169.  The address of Richard Rubin, Esq. is
Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., 27th Floor,
Commerce Building, One South Street, Baltimore, Maryland 21202.
 The address of the Beneficiary is c/o J.E. Robert Companies,
1650 Tysons Boulevard, Suite 1600, McLean, Virginia  22102.



     31.  Removal of Liens.  The Grantor will keep and maintain the
Premises free and clear of all mechanics' and materialmen's and
from all federal, state and local tax liens for taxes which are
in default and if any such liens are filed against the Premises,
the Grantor shall cause the same to be released completely of
record (either by payment and discharge or by the posting of
substitute collateral therefor in accordance with applicable
laws) within twenty (20) days of the filing therefor.


     32.  Deeds of Dedication, Subdivision, Easement, Etc. The
Beneficiary shall cause the Trustees to join with the Grantor in
executing deeds of dedication, deeds of resubdivision and
deeds of easement for the resubdivision and development of the
Premises into lots or parcels and for the dedication of
streets and roads for public use, and the granting of easements or
rights of way, as such deeds and grants shall be approved by the
Beneficiary in its sole but reasonable discretion.



     33.  Environmental Matters.



          (i)  No part of the Premises is being or has been or will be
used by any person or entity for the disposal of wastes or 
hazardous or toxic wastes, substances or materials of any kind
(collectively "Hazardous Materials"), or as a landfill or site
for the storage of Hazardous Materials, or as a site for the
discharge into the environment of Hazardous Materials, nor have
any Hazardous Materials from the Premises been disposed of off
site.  No part of the Premises has been listed or proposed for
listing on the National Priorities List established by the
United States Environmental Protection Agency, or any other list
purporting to identify properties posing the threat of existence
of pollution or contamination due to the presence of Hazardous
Materials.  The Grantor hereby agrees to indemnify and hold the
Beneficiary harmless from and against any and all damages, 
obligations, liabilities, claims, costs and expenses of every
kind and nature whatsoever, including without limitation 
attorneys' fees, incurred by or made against the Beneficiary by
virtue of any part of the Premises being or having been used by
any person or entity for the disposal of Hazardous Materials, or
as a site for the discharge into the environment of Hazardous
Materials, or by virtue of any Hazardous Materials from the
Premises having been disposed of off site; provided, however,
that the foregoing indemnification shall be limited to acts,
events and/or conditions occurring or arising from and after the
date on which the Grantor became the owner of the Premises.
This indemnification shall remain in full force and effect
forever, and shall survive payment of the Note.



          (ii) In the event the Premises contain asbestos, the Grantor
agrees that prior to the commencement of any demolition the
Grantor shall remove and dispose of, or cause the removal and
disposal of, such asbestos in accordance with all applicable
federal, state and local laws, rules and regulations. Without
limiting any other indemnification or other provision of this
Deed of Trust, the Grantor agrees to indemnify and hold the
Beneficiary harmless from and against any and all damages,
obligations, liabilities, claims, costs and expenses of every
kind and nature whatsoever, including, without limitation,
attorneys' fees, incurred by or made against the Beneficiary by
virtue of the Grantor's failure to remove and dispose of 
asbestos as set forth herein.



     34.  Relationship of the parties.  It is expressly understood
and agreed that the Beneficiary shall not be construed or held
to be a partner, joint venturer or associate of the Grantor.
The relationship between the parties hereto is and shall at
all times remain that of creditor and debtor.



     35.  Captions.  The captions of the paragraphs of this Deed of
Trust are for the purpose of convenience only and are not
intended to be a part of this Deed of Trust and shall not be
deemed to modify, explain, enlarge or restrict any of the
provisions hereof.



     36.  Further Assurances.  The Grantor shall do, execute,
acknowledge and deliver, at its sole cost and expense, any and
all such further acts, deeds, conveyances, mortgages, 
assignments, estoppel certificates, notices of assignment,
transfers and assurances as the Beneficiary may reasonably
require from time to time in order to better assure, convey,
assign, transfer and confirm unto the Beneficiary, the
rights now or hereafter intended to be granted to the Beneficiary
under this Deed of Trust.

     37.  Multiple Obligations.  If this Deed of Trust shall secure
multiple notes or indebtedness', it is understood and agreed
that each such note or indebtedness shall be co-equal and
coordinate as to its right of payment, and each shall be secured
hereby on a pro rata basis, without any of them having any
preference or priority over the others.



     IN WITNESS WHEREOF, the Grantor has executed this Deed of Trust
or has caused the same to be executed by its representatives
thereunto duly authorized.





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

                         By:  Henderson's Wharf Development
                              Corporation,

                              a Delaware corporation, its
                              sole general partner

[SEAL]



                             By______________________________
                               Terrence P. Sullivan,
                               President



County of _______________  )

                                               ) SS:

State of Maryland                    )





     Before me, a Notary Public in and for the jurisdiction
aforesaid, personally appeared this date TERRENCE P. SULLIVAN,
personally well known (or satisfactorily proven) to me to be the
president of Henderson's Wharf Development Corporation, which is
the sole general partner of HENDERSON'S WHARF MARINA, L.P., a
Delaware limited partnership, who, being by me first duly sworn,
did acknowledge that he, being authorized so to do, executed the
foregoing and annexed Instrument dated ________________, in the
name and on behalf of said corporation, which is the general
partner of HENDERSON'S WHARF MARINA, L.P., as its free act and
deed for the uses and purposes therein contained.



     WITNESS my hand and official seal this    day of
______, 1996 .





                                          Notary Public



[Notarial Seal]

                               My Commission Expires





     THIS IS TO CERTIFY that the within instrument was prepared by
or under the supervision of the undersigned, an attorney duly
admitted to practice before the Court of Appeals of Maryland.





                                   _________________

                                   Leslie A Kaplan, Esq.