SETTLEMENT AGREEMENT

     THIS  AGREEMENT  ("Agreement")  made this3rd day of November,  1998, by and
between  The  COUNCIL OF UNIT OWNERS OF THE  RESIDENCES  AND INN AT  HENDERSON'S
WHARF, a Condominium,  Incorporated (the "Council"), HENDERSON'S WHARF BALTIMORE
L.P., a Delaware limited partnership ("HWLP"),  CLAREMONT MANAGEMENT CORPORATION
("Claremont"),  MCKENNA MANAGEMENT ASSOCIATES, INC. ("McKenna"),  CREDIT SERVICE
INTERNATIONAL BALTIMORE, INC. ("CSI"), TERENCE P. SULLIVAN ("Sullivan"), CHARLES
M. MORAN, JR.  ("Moran"),  CHARLES S. INTRAVAIA  ("Intravaia"),  BRIAN M. KRASON
("Krason") and JOSEPH V. BRADY ("Brady")  (Claremont,  McKenna,  CSI,  Sullivan,
Moran, Intravaia, Krason and Brady are sometimes collectively referred to herein
as the  "Third  Party  Defendants")  and  RICHARD  SASSI,  a  Maryland  resident
("Sassi").

                           EXPLANATORY STATEMENT

             The  Council  is the  council of unit  owners  for the  residential
 condominium  known as The Residences and Inn at Henderson's  Wharf,  located at
 1000 Fell Street in Fells Point,  Baltimore City, Maryland (the "Condominium").
 HWLP operates and manages the  Condominium.  Sassi is the owner of  Condominium
 Unit No. 402 and Parking Unit No. P-61 in the  Condominium  (collectively,  the
 -Unit").

             The Council and HWLP filed a legal action against  Sassi,  known as
 The Council of Unit Owners of the Residences  and Inn at  Henderson's  Wharf, A
 Condominium,  Incorporated  and Henderson's  Wharf  Baltimore,  L.P: v. Richard
 Sassi, Civil Case No. 97-154-052-CC-2921, which is pending in the Circuit Court
 of Maryland for Baltimore  City  ("Lawsuit").  In the Lawsuit,  the Council and
 HWLP  assert  claims  against  Sassi for  delinquent  condominium  charges  and
 assessments   and  nuisance  (all  of  the  Council's  and  HWLP's  claims  are
 hereinafter sometimes collectively referred to as the "Condominium's Claims").

             Sassi filed a (1)  counterclaim  in the Lawsuit against the Council
 and HWLP, as applicable,  for violations of the Fair Debt Collection  Practices
 Act,  breach  of  contract,  deceit  and  trespass  (all of such  claims  being
 sometimes collectively referred to herein as the "Counterclaim").and (ii) third
 party  complaint  in  the  Lawsuit  against  the  Third  Party  Defendants,  as
 applicable, for violations of the Fair Debt Collection Practices Act, breach of
 contract,  negligence,  deceit and trespass (all of such claims being sometimes
 collectively referred to herein as the -Third Party Complaint").

             CSI filed a cross  complaint  in the Lawsuit  against the  Council.
 HWLP, Claremont,  McKenna,  Sullivan,  Moran,  Intravaia,  Krason and Brady for
 indemnification for certain matters ("Cross Claim").

             The parties have agreed to  compromise  and settle all claims which
 any party has asserted or may assert in the Lawsuit, Counterclaim,  Third Party
 Complaint or Cross Claim, or which any party may have arising out of the use or
 ownership or operation of the Unit. or any part thereof.

<PAGE>

              NOW,  THEREFORE,   for  and  in  consideration  of  the  foregoing
  explanatory   statements  and  the  agreements   hereinafter  set  forth,  the
  sufficiency  and legal  adequacy  of which the  parties  acknowledge,  they do
  hereby agree as follows:

              I . Purchase of Unit.  HWLP shall purchase the Unit from Sassi for
  a purchase price of One Hundred Ten Thousand Dollars ($110,000.00)  ("Purchase
  Price") in  accordance  with the terms of an  Agreement  of Sale and  Purchase
  attached hereto as Exhibit A and incorporated herein by reference  ("Agreement
  of Sale").  The parties  agree that the  Purchase  Price  represents  the fair
  market value of the Unit.

              2.  Settlement Sum. At the Closing (as defined in the Agreement of
  Sale),  HWLP shall pay to Sassi the Purchase Price (subject to any adjustments
  and  apportionments as set forth in the Agreement of Sale) plus, in settlement
  of any claims for alleged  damage to the Unit or to the fair  market  value of
  the Unit,  the  additional  sum of Sixty-Five  Thousand  Dollars  ($65,000.00)
  ("Additional  Payment").  The  Purchase  Price  and  the  Additional  Sum  are
  sometimes  hereinafter  collectively  referred to as the "Settlement Sum". The
  Purchase  Price shall be reported  on Form 1099-S and the  Additional  Payment
  shall be reported on Form 1099-MISC., Box 3.

              3. Attorneys' Fees. At Closing, HWLP shall pay to Sassi the sum of
  Twenty Thousand Dollars ($20,000.00) representing  reimbursement of legal fees
  and other costs  incurred by Sassi with respect to the  Lawsuit,  Counterclaim
  and Third Party Claim ("Sassi's Attorneys' Fees").

              4. Dismissal with Prejudice.  At or before  Closing,  the Council,
  HWLP, Sassi and the Third Party Defendants shall execute a Notice of Dismissal
  with prejudice ("Notice of Dismissal")  dismissing the Lawsuit,  Counterclaim,
  Third  Party Claim and Cross  Claim.  The Notice of  Dismissal  shall be filed
  promptly,  the costs for which filing shall be split equally  between HWLP and
  Sassi.

              5.   Releases.

                   (a) The  Council  and  HWLP,  for  themselves  and for  their
 officers,  directors,  employees, agents, principals and shareholders,  and for
 all their respective successors and assigns,  shall, at or by Closing,  release
 and  forever  discharge,  in  the  form  attached  hereto  as  Exhibit  B  (the
 "Release"),  Sassi and the Third  Party  Defendants,  their  respective  heirs,
 personal representatives,  successors, assigns, officers, directors, employees,
 agents,  principals and shareholders,  from any and all claims, actions, suits,
 debts,  counts,  covenants,   contracts,  damages,  judgments  and  demands  of
 whatsoever  kind  or  nature  ("Claims"),   which  the  Council  and/or  HVVLP,
 individually or collectively,  ever had, or may now have, up to the date of the
 Release,  pertaining in any way to the Unit (other than a breach by Sassi under
 the  Agreement  of Sale),  including  but not limited to any Claims  which were
 raised or could have been raised in the Lawsuit.

                    (b)   Sassi,   for   himself   and   his   heirs,   personal
  representatives  and  assigns,  shall,  at or by Closing,  release and forever
  discharge, in the form of Exhibit B, the Council, HWLP and the Third Party

<PAGE>

Defendants,  their  respective  heirs,  personal  representatives,   successors,
assigns. officers,  directors,  employees,  agents, principals and shareholders,
from any and all Claims which Sassi ever had, or may now have, up to the date of
the  Release,  pertaining  in any way to the Unit  (other  than a breach by HWLP
under the Agreement of Sale), including but not limited to any Claims which were
raised or could  have  been  raised in the  Counterclaim  or in the Third  Party
Complaint.

                   (c) The Third Party Defendants,  for themselves and for their
  officers, directors,  employees, agents, principals and shareholders,  and for
  all their respective heirs, personal representatives,  successors and assigns,
  shall, at or by Closing, release and forever discharge, in the form of Exhibit
  B,  Sassi,   the  Council  and  HWLP,   their   respective   heirs,   personal
  representatives,  successors, assigns, officers, directors, employees, agents,
  principals  and  shareholders,  from any and all Claims  which the Third Party
  Defendants, individually and/or collectively, ever had, or may now have, up to
  the date of the Release,  pertaining in any way to the Unit, including but not
  limited to any Claims which were raised or could have been raised in the Cross
  Complaint.

             6.  Contingency.  The obligations of the parties as set out in this
 Agreement are contingent upon the  simultaneous  occurrence at or by Closing of
 the sale and  purchase of the Unit  pursuant to the terms of the  Agreement  of
 Sale,  the  payment  of the  Settlement  Sum to Sassi.  the  payment of Sassi's
 Attorneys'  Fees to Sassi,  the  execution of the Notice of  Dismissal  and the
 execution of the Release.

             7. Not an Admission.  The parties have entered into this  Agreement
 as a full and complete  settlement and compromise of their respective claims as
 set forth in the Lawsuit, Counterclaim,  Third Party Complaint and Cross Claim,
 or otherwise  referenced  in this  Agreement.  It is expressly  understood  and
 agreed that neither the execution of this Agreement,  nor the tender or receipt
 of any payment, is intended,  nor shall it be understood,  as an acknowledgment
 of responsibility,  an admission of liability,  or other expression  reflecting
 upon the merits of the claims.  and any such  responsibility or liabilities are
 expressly denied.

             8.  Confidentiality  . The parties agree that they shall not reveal
 to any third party the terms or  conditions of this  Agreement  (except for the
 Agreement of Sale,  which may be  disclosed  by the  Council,  HWLP or Sassi to
 anyone),  except (i) with the express written  consent of all parties;  (ii) as
 reasonably  may be  required by any party's  accountants,  attorneys  and other
 professionals;  (111)  as may be  required  by  HWLP  in  connection  with  any
 securities  or other  regulatory  filing;  (iv) as may be  required  by HWLP in
 connection  with  any  necessary  or  desirable  communications  with or  among
 partners of HWLP;  (v) as may be  necessary to enforce the  provisions  of this
 Agreement or the  Agreement of Sale;  (vi) as may  otherwise be required by law
 and  (vii)  except as may be  required  or  desirable  in  connection  with the
 administration  or governance of the  Condominium.  The obligations  under this
 paragraph shall survive any termination of this Agreement.

             9.    List of Exhibits.

                   A.    Form of Agreement of Sale

<PAGE>


                    B.    Form of Release.

              10.   Miscellaneous.  

                   (a) This  Agreement  sets  forth  the  entire  agreement  and
  understanding  of the parties with respect to the subject matter  hereof,  and
  may not be amended,  modified or terminated except by written amendment signed
  by all of the  parties,  and  shall be  binding  upon and  shall  inure to the
  benefit  of the  parties  hereto  and their  respective  successors,  personal
  representatives, heirs, legatees and assigns.

                   (b)  Time is of the  essence  of  performance  of each of the
 obligations of the parties which are set forth above in this Agreement.

                   (c)  This  Agreement  shall  be  governed  by  and  construed
 according to the laws of the State of Maryland.

                   (d)  This  Agreement  is made and  entered  into for the sole
 protection and benefit of the parties hereto, their successors and assigns, and
 no other person or entity shall directly or indirectly have any claims,  rights
 or  causes  of  action  under,  or be a  beneficiary  o any  provision  of this
 Agreement.

                   (e)  This   Agreement   may  be   executed  in  one  or  more
 counterparts,  each of which shall be deemed an original  and all of which when
 taken together shall  constitute one and the same document.  This Agreement may
 be delivered by facsimile  transmission  of an  originally  executed copy to be
 followed by immediate delivery of the original of such executed copy.

                   IN  WITNESS  WHEREOF,  the  parties  have duly  executed  and
 acknowledged this Agreement as of the date and year first written above.

 WITNESS/ATTEST:                     COUNCIL:

                                     THE   COUNCIL   OF  UNIT   OWNERS   OF  THE
                                     RESIDENCES AND INN AT HENDERSON'S  WHARF, a
                                     Condominium, Incorporated.


                                    By:_________________________________
                                          Name:________________________
                                          Title:_________________________

<PAGE>

                                     HWLP:

                                    HENDERSON'S WHARF BALTIMORE L.P.

                                     By:  Henderson's Wharf Development
                                          Corporation, General Partner

                                    By:
                                      Name:
                                     Title:

                                    CLAREMONT:

                              CLAREMONT MANAGEMENT
                                    CORPORATION

                                    By:                           (SEAL)
                                      Name:
                                     Title:

                                    MCKENNA:

                                    MCKENNA MANAGEMENT ASSOCIATES, INC.

                                    By:                           (SEAL)
                                      Name:
                                     Title:

                                     CSI:

                                     CREDIT SERVICE INTERNATIONAL
                                 BALTIMORE, INC.

                                     By:                            (SEAL)
                                      Name:
                                     Title:

<PAGE>

                                    SULLIVAN:

                                                                  (SEAL)
                               Terence P. Sullivan

                                    MORAN:

                                                                  (SEAL)
                              Charles M. Moran, Jr.

                                    INTRAVAIA:

                                                                  (SEAL)
                              Charles S. Intravaia

                                    KRASON:

                                                                  (SEAL)
                                 Brian M. Krason

                                    BRADY:

                                                                  (SEAL)
                                 Joseph V. Brady

                                    SASSI:

                                                                  (SEAL)
                                  Richard Sassi

<PAGE>


                    EXHIBIT A TO SETTLEMENT AGREEMENT

                     AGREEMENT OF SALE AND PURCHASE


<PAGE>

                      AGREEMENT OF SALE AND PURCHASE

                     THIS AGREEMENT OF SALE AND PURCHASE (this  "Agreement")  is
  made on this day of -1 1998 (the  "Effective  Date"),  by and between  RICHARD
  SASSI, a Maryland resident  ("Seller") and HENDERSON'S WHARF BALTIMORE L.P., a
  Delaware limited partnership ("Buyer").

                                   Background

                   Seller  is the  owner  of  Condominium  Unit  No.  402  (the
             "Unit")  in  The  Residences  and  Inn  at  Henderson's  Wharf,  a
             Condominium (the  "Condominium").  together with all appurtenances
             and  advantages  thereunto  pertaining,  and Parking Unit No. P-61
             and an  undivided  percentage  interest  in the  common  elements,
             common expenses and common profits in the condominium  regime. and
             together with all appliances,  fixtures.  equipment and personalty
             located in the Unit (collectively, the "Property").

                   Seller  desires  to sell and  convey  to  Buyer.  and  Buyer
             desires to purchase  from Seller.  the Property upon the terms and
             conditions set forth in this Agreement.

                                  Agreements

            NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
 agreements  set  forth  in this  Agreement,  and of  other  good  and  valuable
 consideration.  the receipt and sufficiency of 9 which are hereby acknowledged,
 Seller and Buyer agree as follows:

     1. . SALE AND PURCHASE.  Subject to the terms and  conditions  set forth in
this Agreement,  Seller hereby agrees to sell to Buyer.  and Buyer hereby agrees
to purchase from Seller. the Property.

            2.  PURCHASE  PRICE AND PAYMENT.  The  purchase  price to be paid by
 Buyer to Seller for the Property (the "Purchase Price") shall be the sum of One
 Hundred Ten Thousand Dollars ($110,000.00). The Purchase Price shall be paid at
 Closing (as hereinafter defined) by bank. cashier's, certified or title company
 check or by bank wire.

            3.    POSSESSION: RISK OF LOSS.

(a) At Closing,  Seller shall deliver to Buyer  possession  of the Property,  in
broom clean condition, free of any and all tenancies.

<PAGE>

                    (b) Until  Closing,  the  Seller  shall bear the risk of any
  damage to or destruction  of the Property.  From and after the date hereof and
  until Closing, the Seller shall. at its expense, (a) keep the Property insured
  against  fire and such other  insurable  casualties  as are  commonly  insured
  against by an all-risk casualty insurance policy, to its full insurable value,
  and (b)  cause  each  such  policy  to be  endorsed  to name the Buyer (in its
  capacity as contract purchaser  hereunder) as an additional insured thereunder
  as its interest may appear.

             4.  TITLE.  Fee  simple  title  in  and to the  Property  shall  be
  marketable,  insurable  at standard  rates on an ALTA Form B policy of owner's
  title  insurance,  and free  and  clear of all  liens,  encumbrances,  leases,
  easements,  covenants,  conditions and restrictions,  except for those matters
  shown on the title report attached hereto as Exhibit A and incorporated herein
  by reference  (collectively,  the "Permitted Property  Exceptions").  From and
  after the  Effective  Date  Seller  shall not do or cause to be done  anything
  which  will  affect  the  status  of  title of the  Property.  Notwithstanding
  anything to the contrary, Seller shall discharge any lien or encumbrance which
  is capable of being discharged by the payment of money.  including anv deed of
  trust or mortgage.

             5.  SELLER'S  REPRESENTATIONS  AND  WARRANTIES.  Seller  makes  the
  following representations and warranties to Buyer. each of which shall be true
  and  correct on the  Effective  Date and on the Closing  Date (as  hereinafter
  defined) and shall survive the Closing:

                   (a) The execution and deliver,., of this Agreement by Seller,
 and the performance by Seller of all terms and conditions  contained herein, do
 not violate the terms of, are not in conflict  with, and will not result in the
 breach of or default under (1) any agreement, commitment,  obligation, contract
 or  instrument  under which Seller or the Property is bound or affected or (ii)
 any law,  rule,  regulation  or court order by which the  Property or Seller is
 affected.

                   (b) As of the Effective Date, all taxes, assessments, fees or
  other charges  (other than  condominium  fees)  affecting or pertaining to the
  Unit have been paid in full.

                   (c)  There are no leases or  tenancies  with  respect  to the
 Property or any part thereof and there have not been any for the  preceding six
 months. The Property has never been a single family residential rental dwelling
 as such term is defined in Article 13,  Sections  46-55 of the  Baltimore  City
 Code  (1976  Edition.  as  amended).  Seller  will not lease the Unit  prior to
 Closing.

             6.  CONDITIONS  PRECEDENT TO CLOSING.  The  obligation  of Buyer to
 purchase the Property pursuant to this Agreement shall be expressly conditioned
 upon and subject to the  satisfaction  (or written  waiver by Buyer) of each of
 the following, conditions:

     (i) Each of the  representations  and  warranties  of Seller  contained  in
Section 5 shall be true as of the Closing Date: and

     (ii) Seller  shall not be in default of any of its  obligations  under this
Agreement.

<PAGE>

                    If any  one or more of  such  conditions  precedent  are not
  satisfied (or the  satisfaction  thereof is not waived in writing by Buyer) as
  of the  Closing  Date.  then Buyer  shall have the right,  at its  option,  to
  terminate this  Agreement by written notice thereof to Seller,  and thereafter
  neither party shall have any further liability or obligation hereunder.

              7.    CLOSING; CLOSING COSTS, ADJUSTMENTS.

                   (a) The consummation of the transactions contemplated by this
 Agreement (the "Closing") shall take place at the offices of Neuberger,  Quinn,
 Gielen, Rubin & Gibber, P.A., 27th Floor, One South Street, Baltimore, Maryland
 21202, or at such other location in Baltimore City designated by Buyer,  within
 sixty  (60)  days from the date of this  Agreement  upon not less than five (5)
 days prior notice from Buyer to Seller, at a time designated by Buyer ("Closing
 Date").  If the Closing Date as provided herein falls on a Saturday,  Sunday or
 legal holiday. then the Closing Date shall be extended to the next day which is
 a business day.

(b) Buyer shall pay all recording  costs and any costs charged by the council of
 unit owners of the Condominium in connection with such conveyance.

                   (c) All  fees  (other  than  condominium  fees).  all  taxes,
 general  or  special.   and  all  other  public  and  governmental  charges  or
 assessments  against the  Property  which are or may be payable on an annual or
 semi-annual   basis   (including   metropolitan   and  other  benefit  charges.
 assessments. liens or encumbrances) shall be adjusted and apportioned as of the
 Closing and are to be assumed and paid thereafter by Buyer,  whether or not the
 assessments have been levied as of the Closing.

                   (d) All  outstanding  condominium  fees assessed  against the
 Property up through the date of Closing shall be paid by Buyer at Closing.

                   (e) All  water  and sewer  bills  for the  Property  shall be
 adjusted  as of the Closing  based on prior  bills and all gas and/or  electric
 bills  shall be  adjusted  as of the  Closing  based on meter  reading or prior
 bills.

             8.    RECORDATION AND TRANSFERTAXES. OTHER COSTS.

                   (a)  SECTION  14-104  OF THE  REAL  PROPERTY  ARTICLE  OF THE
 ANNOTATED CODE OF MARYLAND  PROVIDES THAT,  UNLESS OTHERWISE  NEGOTIATED IN THE
 CONTRACT OR PROVIDED BY STATE OR LOCAL LAW, THE COST OF ANY  RECORDATION TAX OR
 STATE OR LOCAL TRANSFER TAX SHALL BE SHARED  EQUALLY BY BUYER AND SELLER.  This
 statement is provided for  informational  purposes only.  Except as provided in
 subsection (b) below, Buyer shall pay the total cost of all documentary stamps,
 recordation taxes and transfer taxes imposed upon the transfer of the Property.

<PAGE>

                   (b) This subsection applies if Buyer is a first-time Maryland
  home buyer who will reside in the  Property.  If there are two or more Buyers,
  then each Buyer must be someone who is a first-time  Maryland  home buyer,  or
  someone  who will not occupy the house as a principal  residence  and who is a
  co-maker or  guarantor  of a purchase  money deed of trust or mortgage for the
  benefit of the  first-time  Maryland home buyer.  A "first-time  Maryland home
  buyer"  means an  individual  who has  never  owned in the  State of  Maryland
  residential  real  property  that  has been  his or her  principal  residence.
  Section 14-104 of the Real Property  Article of the Annotated Code of Maryland
  provides that:

                   (i)   Buyer's portion of the State transfer tax is waived;

                   (ii) State transfer tax will be reduced to 0.25% of the sales
  price of the property;

                   (iii) the entire  amount of the State  transfer  tax shall be
                   paid by Seller; and

(iv) the entire amount of  recordation  tax and local transfer tax shall be paid
 by Seller  unless there is an express  agreement  between Buyer and Seller that
 the recordation
  tax and  local  transfer  tax will not be paid  entirely  by  Seller.  In this
  Agreement,  the parties  agree that the costs of transfer tax and  recordation
  tax shall be paid by Buyer.

                   ___   check if first-time Maryland Home Buyer.

             9.      DEFAULT.

                   (a) If Buyer  shall  have  fully  performed  its  obligations
 hereunder and Seller  breaches this Agreement or otherwise  falls to perform or
 observe any of the  covenants  or  obligations  to be  performed or observed by
 Seller hereunder, or if any of Seller's representations or warranties hereunder
 is  incorrect or untrue as of the Closing  Date.  Buyer shall have the right to
 (i)  enforce  Buyer's  right of specific  performance,  (ii) bring suit for all
 damages suffered by reason of Seller's action or inaction, and/or (111) enforce
 any and all other remedies available to Buyer at law or in equity.

                   (b) If Seller  shall have  fully  performed  its  obligations
 hereunder and Buyer  breaches this  Agreement or otherwise  fails to perform or
 observe any of the  covenants  or  obligations  to be  performed or observed by
 Buyer  hereunder.  Seller shall have the right to (1) enforce Seller's right of
 specific  performance,  (11) bring suit for all  damages  suffered by reason of
 Buyer's  action or inaction,  and/or (111)  enforce any and all other  remedies
 available to Seller at law or in equity.

                   (c) In the event of litigation, the prevailing party shall be
  entitled to reasonable attorneys' fees and costs of litigation.

<PAGE>

              10. CLOSING DOCUMENTS.

                  (a) At Closing,  upon  payment of the Purchase  Price,  Seller
 shall   execute  and  deliver  to  the   closing   officer  or  title   company
 representative a special  warranty deed, with covenants of further  assurances,
 in the form attached hereto as Exhibit B and incorporated  herein by reference,
 conveying  fee  simple  title to the  Property  to Buyer  free and clear of all
 liens, encumbrances, leases, easements, covenants, conditions. restrictions and
 other title exceptions other than the Permitted Property Exceptions.

                   (b) On the Closing Date, Buyer shall execute, acknowledge and
 deliver  all   additional   documents  that  may  reasonably  be  necessary  or
 appropriate to carry out the provisions hereof.

              11.  OPERATIONS  PENDING CLOSING.  From and after the dates listed
  below, the parties shall perform as follows:

                   (a) From and after the Effective Date,  Seller shall promptly
 furnish to Buyer  copies of any and all notices or  communications  that Seller
 receives from (i) any governmental or quasi-governmental entities. or any other
 body having  jurisdiction  with  respect to the use and  occupancy  or physical
 condition  of the  Property.  and/or  (ii) any other  notice  or  communication
 relating to the Property.

                   (b) From and after the Effective Date,  Seller shall promptly
 furnish to Buyer  written  notice of any event or condition  that causes or may
 tend to cause a change in the facts relating to, or the accuracy,  completeness
 or truth of. any of the representations,  warranties.  covenants, or any of the
 information provided herein.

                   (c) From and after the  Effective  Date,  neither  Seller nor
 Seller's agents. affiliates or employees shall sell, offer for sale, permit the
 use of,  negotiate  with  respect to, or otherwise  deal in the sale,  lease or
 other transfer of the Property or any interest therein.

             12. BROKERAGE. Each party represents and warrants to the other that
 it has dealt with no agent, broker or finder in connection with this Agreement.
 and each party shall  indemnify,  defend and save  harmless  the other from and
 against any loss,  cost.  damage or expense  (including  reasonable  attorneys'
 fees) arising from a breach of such representation or warranty.

             13. NOTICES.  All notices  hereunder shall be in ,writing and shall
 be (i) delivered via  commercial  messenger  delivery  service with same day or
 overnight  receipted  delivery,  or (ii) mailed,  registered or certified  U.S.
 mail,  return  receipt  requested  first class  postage  prepaid,  and shall be
 addressed as follows:

<PAGE>

              If to Seller:    Henderson's Wharf Baltimore L.P.
                               c/o Gunn Financial, Inc.
                               45 Broad Street
                               Boston, MA 02109
                               ATTN: Charles Intravaia
                               Telecopy No. (617)338-6164

              With a copy to:  Richard Rubin, Esquire
                         Neuberger, Quinn, Gielen, Rubin
                                 & Gibber, P.A.
                           Commerce Place, 27th Floor
                               One South Street
                         Baltimore, Maryland 21202-3201
                           Telecopy No. (410) 332-8594

             If to Buyer:      Richard Sassi
                               10 East Lee Street
                               Unit 1509
                               Baltimore. Maryland 21202
                               Telecopy No. (410)__________

             With a copy to    Bruce D. Brown, Esquire
                               Siskind, Grady,  Rosen & Hoover, P.A.
                               Jefferson Building
                               Two East Fayette Street
                               Baltimore, Maryland 21202
                               Telecopy No. (410) 332-0269

 Notices that are delivered by commercial  messenger  shall be deemed  effective
 upon delivery to the commercial messenger.  Notices that are sent by registered
 or certified  mail shall be deemed  delivered and effective the day the same is
 deposited  in the U.S.  malls.  Each party may change its  address or  telecopy
 number giving written notice as provided above.  All notices shall also be sent
 via  telecopy  to the number set forth  above on the same day as such notice is
 deposited with the messenger or U.S. Post Office.

             14.  RESALE  NOTICE.  SELLER IS REQUIRED BY LAW TO FURNISH TO BUYER
 NOT LATER THAN  FIFTEEN  (15) DAYS  PRIOR TO THE  CLOSING  CERTAIN  INFORMATION
 CONCERNING  THE  CONDOMINIUM  WHICH IS  DESCRIBED  IN ss.11-135 OF THE MARYLAND
 CONDOMINIUM ACT. THIS INFORMATION MUST INCLUDE AT LEAST THE FOLLOWING:

(1)   A COPY OF THE DECLARATION (OTHER THAN THE
 PLATS);

<PAGE>
                    (11)  A COPY OF THE BYLAWS;

                    (111) A COPY OF THE RULES AND REGULATIONS OF
  THE CONDOMINIUM;

                    (IV) A CERTIFICATE CONTAINING:

                         (1) A STATEMENT  DISCLOSING  THE EFFECT ON THE PROPOSED
CONVEYANCE  OF ANY RIGHT OF FIRST  REFUSAL OR OTHER  RESTRAINT  ON THE FREE
ALIENABILITY OF THE UNIT, OTHER THAN ANY RESTRAINT CREATED BY THE UNIT OWNER;

                         (2)   A STATEMENT OF THE AMOUNT OF THE MONTHLY COMMON
EXPENSE  ASSESSMENT AND ANY UNPAID COMMON EXPENSE OR SPECIAL ASSESSMENT
CURRENTLY DUE AND PAYABLE FROM THE SELLING UNIT OWNER;

                         (3) A STATEMENT OF ANY OTHER FEES PAYABLE BY THE UNIT
OWNERS TO THE COUNCIL OF UNIT OWNERS;

                         (4) A STATEMENT OF ANY CAPITAL EXPENDITURES APPROVED 
BY THE COUNCIL OF UNIT OWNERS OR ITS AUTHORIZED  DESIGNEE  PLANNED AT THE TIME
OF THE CONVEYANCE  WHICH ARE NOT REFLECTED IN THE CURRENT OPERATING BUDGET
INCLUDED IN THE CERTIFICATE;

                         (5)   THE MOST RECENTLY PREPARED BALANCE SHEET AND 
INCOME AND EXPENSE STATEMENT, IF ANY, OF THE CONDOMINIUM;

                         (6)   THE CURRENT OPERATING BUDGET OF THE CONDOMINIUM,
 INCLUDING DETAILS CONCERNING THE AMOUNT OF THE RESERVE FUND FOR REPAIR AND 
 REPLACEMENT OF ITS INTENDED USE, OR A STATEMENT THAT THERE IS NO RESERVE FUND;

                         (7)   A STATEMENT OF ANY JUDGMENTS AGAINST THE
 CONDOMINIUM AND THE EXISTENCE OF ANY PENDING SUITS TO WHICH THE COUNCIL OF
 UNIT OWNERS IS A PARTY;

                         (8) A STATEMENT  GENERALLY  DESCRIBING ANY INSURANCE 
POLICIES PROVIDED FOR THE BENEFIT OF THE UNIT OWNERS, A NOTICE THAT THE POLICIES
ARE AVAILABLE FOR  INSPECTION  STATING THE LOCATION AT WHICH THEY ARE AVAILABLE,
AND A NOTICE THAT THE TERMS OF THE POLICY PREVAIL OVER THE GENERAL DESCRIPTION;


<PAGE>

                         (9) A STATEMENT AS TO WHETHER THE COUNCIL OF UNIT
OWNERS HAS KNOWLEDGE THAT ANY  ALTERATION OR  IMPROVEMENT  TO THE UNIT OR TO 
THE LIMITED  COMMON  ELEMENTS ASSIGNED TO THE UNIT VIOLATES ANY PROVISION OF 
THE DECLARATION, BYLAWS, OR RULES OR REGULATIONS;

                         (10) A  STATEMENT  AS TO WHETHER  THE  COUNCIL OF UNIT
 OWNERS HAS KNOWLEDGE  OF ANY  VIOLATION  OF THE HEALTH OR BUILDING  CODES WITH
 RESPECT TO THE UNIT, THE  LIMITED  COMMON  ELEMENTS  ASSIGNED  TO  THE  UNIT,
 OR  ANY  OTHER  PORTION  OF THE CONDOMINIUM;

                         (11) A STATEMENT OF THE REMAINING  TERM OF ANY 
 LEASEHOLD  ESTATE AFFECTING THE  CONDOMINIUM  AND THE PROVISIONS  GOVERNING
 ANY EXTENSION OR RENEWAL OF IT; AND

                         (12) A DESCRIPTION OF ANY  RECREATIONAL OR OTHER 
FACILITIES  WHICH ARE TO BE USED BY THE UNIT OWNERS OR MAINTAINED BY THEM OR THE
COUNCIL OF UNIT  OWNERS,  AND A STATEMENT AS TO WHETHER OR NOT THEN' ARE TO BE A
PART OF THE COMMON ELEMENTS; AND

                   (V) A  STATEMENT  BY THE UNIT  OWNER AS TO  WHETHER  THE UNIT
 OWNER HAS KNOWLEDGE:

                         (1) THAT ANY  ALTERATION  TO THE  UNIT OR TO THE  
LIMITED  COMMON  ELEMENTS  ASSIGNED TO THE UNIT  VIOLATES ANY  PROVISION OF THE 
DECLARATION,  BYLAWS,  OR RULES AND REGULATIONS;

                         (2) OF ANY  VIOLATION  OF  THE  HEALTH  OR  BUILDING  
CODES  WITH RESPECT TO THE UNIT OR THE LIMITED COMMON ELEMENTS ASSIGNED TO THE
UNIT; AND

                         (3) THAT THE UNIT IS SUBJECT TO AN EXTENDED  LEASE 
UNDER  11-137 OF THE MARYLAND  CONDOMINIUM  ACT OR UNDER LOCAL LAW, AND IF SO, A
COPY OF THE LEASE MUST BE PROVIDED.

             BUYER WILL HAVE THE RIGHT TO CANCEL THIS AGREEMENT WITHOUT PENALTY,
 AT ANY TIME WITHIN  SEVEN (7) DAYS  FOLLOWING  DELIVERY TO BUYER OF ALL OF THIS
 INFORMATION. HOWEVER, AFTER THE CLOSING, BUYER'S RIGHT TO CANCEL THIS AGREEMENT
 IS TERMINATED.

              15. DISCLOSURE/DISCLAIMER  STATEMENT. Attached hereto as Exhibit C
  and  incorporated  herein by reference is a notice to Buyer  advising Buyer of
  Buyer's rights

<PAGE>


  under 10-702 of the Real Property  Article of the Annotated  Code of Maryland.
  Buyer  acknowledges  receipt  of.  and has  executed,  a copy of such  notice.
  Pursuant to the  provisions of ss.10-702 of the Real  Property  Article of the
  Annotated  Code of  Maryland,  Seller  has  delivered  to  Buyer  the  written
  residential  property  disclaimer  statement  on the form  attached  hereto as
  Exhibit D and incorporated herein by reference.

              16.  CERTIFICATE OF NON-FOREIGN  STATUS. At Closing,  Seller shall
  provide  Buyer  with  either  (i) an  certificate  of  non-foreign  status  in
  substantially  the form  attached  hereto as Exhibit E, stating that Seller is
  not a foreign  person (as that term is defined in Section 1445 of the Internal
  Revenue  Code) and providing  Seller's tax  identification  number,  or (ii) a
  "Qualifying Statement" as such term is defined by Section 1445 of the Internal
  Revenue Code.

                   MISCELLANEOUS PROVISIONS.

                   (a) This  Agreement  contains  the  sole,  final  and  entire
agreement  between the parties and is intended to he an integration of all prior
and contemporaneous agreements, conditions and undertakings between the parties.
There are no  promises,  agreements,  conditions,  undertakings,  warranties  or
representations,  oral or written, express or implied, between the parties other
than as herein set forth.

                   (b)  This  Agreement  may  be  amended  by  and  only  by  an
 instrument executed and delivered by Seller and Buyer.

                   (c) This Agreement and all of the provisions  hereof shall be
  binding  upon  and  shall  inure  to the  benefit  of the  parties  and  their
  respective heirs. devisees.
  legatees, legal representatives. successors and assigns.

                   (d) This  Agreement  shall be  governed by and  construed  in
 accordance with the laws of the State of Maryland.

                   (e) All  provisions  hereof shall  survive the Closing  Date,
 unless otherwise provided herein.

                   (f) Each of the parties  agrees to execute  and deliver  upon
 reasonable demand of the other any document or instrument that such other party
 reasonable,  deems  necessary or desirable to evidence or accomplish the rights
 herein conferred or to implement or consummate the purposes and intent hereof.

                   (g)   Time is of the essence.


                   (h)  No   determination   by  any  court,   governmental   or
  administrative entity or otherwise that any provision of this Agreement or any
  amendment  hereof is invalid or unenforceable in any instance shall affect the
  validity or enforceability of (a) any other such

<PAGE>

  provision,  or (b) such provision in any  circumstance  not controlled by such
  determination.  Each  such  provision  shall be valid and  enforceable  to the
  fullest extent allowed by, and shall be construed  wherever  possible as being
  consistent with. applicable law.

                   (i)  This   Agreement   may  be   executed  in  one  or  more
 counterparts.  each of which shall be deemed an original  and all of which when
 taken together shall  constitute one and the same document.  This Agreement may
 be delivered by facsimile  transmission  of an  originally  executed copy to be
 followed by immediate delivery of the original of such executed copy.

                   (j) The  following  exhibits are attached to, and made a part
 of. this Agreement:


                         A - Permitted Property Exceptions

                         B - Form of Deed

                    C - Notice to Buyer - Property Disclosure

                         D - Property Disclaimer Statement

                      E - Certificate of Non-Foreign Status

     IN WITNESS  WHEREOF.  the parties hereto have duly executed this Agreement
tinder seal on the date first above written.

 WITNESS/ATTEST:                  SELLER:

                                                            (SEAL)
                                  Richard Sassi

 WITNESS:                         BUYER:

                                  HENDERSON'S WHARF BALTIMORE L.P.

                                   By:Henderson's Wharf  Development
                                      Corporation. General Partner


                                    By:                                (SEAL)
                                      Name:
                                      Title

<PAGE>
                                  EXHIBIT A TO
                         AGREEMENT OF SALE AND PURCHASE

                          PERMITTED PROPERTY EXCEPTIONS

<PAGE>



                                  SCHEDULE B
                          EXCEPTIONS FROM COVERAGE
                                                           Policy No.

                                                           File No.1980348




1 Taxes payable on an annual basis have been paid through the fiscal year ending
June 30, 1999,  and other public  charges  including  assessments by any County,
Municipality,  Metropolitan  District or Commission)  payable on an annual basis
have been paid  through the year ending  December  31-,  1998.  This policy does
insure against the balance of any public charges  (including  assessments by any
County, Municipality,  Metropolitan District or Commission) payable on an annual
basis  subsequent  to the year ending  December 31,  1998.  Nor does this policy
insure against  possible future tax levies,  nor against possible public charges
as defined  above that have not been levied or  assessed,  which  future  taxes,
charges and assessments are not now due and payable.

3. Declaration of the Residences and Inn at Henderson's Wharf, a condominium, by
Carley  Capital Group dated August 30, 1988 and recorded  among the Land Records
of Baltimore City in Liber SEBNo. 1821, folio 20, as amended by the following:
     a)  Amendment to  Declaration  dated April 3, 1989 and  recorded  among the
         aforesaid Land Records in Liber SEB No. 2081, folio 329'
     b) Second  Amendment to Declaration  dated July 31, 1990 and recorded among
        the aforesaid Land Records in Liber SEB No. 2563, folio 230; and
     c) Third  Amendment  to  Declaration  dated  December 14, 1992 and recorded
        among the aforesaid Land Records in Liber SEB NO. 3578, folio 030.

4. Amended and Restated  Henderson's Wharf  Disposition  Agreement dated October
19, 1984 and recorded  among the Land Records of Baltimore City in Liber SEB No.
335,  folio  362,  as  amended  by  First  Amendment  to  Amended  and  Restated
Henderson's Wharf  Disposition  Agreement dated July 31, 1990 and recorded among
the aforesaid Land Records in Liber SEB No. 2563, folio 264.

<PAGE>

                     CONTINUATION OF SCHEDULE B PART I
  File No. 1951576

  5.  Building  Perimeter  Easement  and  Connecting  Easement   established  by
  Pedstrian  Promenade  Easement  Agreement  dated October 19, 1984 and recorded
  among th Land  Records of Baltimore  City in Liber SEC No. 335,  folio 204, by
  and between Carley  Capital Group and Mayor and City Council of Baltimore,  as
  amended by the following:
a)                Amendment of Pedestrain  Promenade  Easement  Agreement  dated
                  April 6, 1987 and recorded amont the aforesaid Land Records in
                  Liber SEB No. 1308, folio 589; and
b)                Second Amendment to Pedestrian  Promenade  Easement  Agreement
                  dated  July 31 1990 and  recorded  among  the  aforesaid  Land
                  Records in Liber SEB No. 2563, folio 241;

6.  Easement  to the  benefit of the Marina  Owner over the  Building  Perimeter
 Easement and Commercial  Courtyard Area, as established by Reciprocal  Easement
 Agreement  dated  August  31,  1988 and  recorded  among  the Land  Records  of
 Baltimore City in Liber SEB No. 1824,  folio 162, by and between Carley Capital
 Group and The Council of Unit Owners of The  Residences  and Inn at Henderson's
 Wharf, a Condominium, Incorporated, as amended by:
a)                Amendment to Reciprocal Easement Agreement dated July 31, 1998
                  and recorded among the aforesaid Land Records in Liber SEB No.
                  2822, folio 277; and
b)                Second  Amendment  to  Reciprocal   Easement  Agreement  dated
                  February  27,  1990 and  recorded  among  the  aforesaid  Land
                  Records in Liber SEB 5395, folio 91.

     7.Terms, conditions, easements, restrictions and other criteria as shown on
the Plats entitled "The  Residences at Henderson's  Wharf,  a  Condominium:,  as
follows:  a) Sheets 1 of 11 through 11 of 11 dated August,  1988 and recorded as
Condominium  Plat SEB No.  232;  and b)  Sheets 1 of 11  through  11 of 11 dated
September,  1988 and revised  December 14, 1992 and recorded as Condominium Plat
SEB No. 298.

<PAGE>

                                  EXHIBIT B TO
                         AGREEMENT OF SALE AND PURCHASE

                                      DEED

<PAGE>


                                     DEED

     THIS  DEED  ("Deed")  is made on this day of ,  1998,  from  RICHARD  SASSI
("Grantor") to HENDERSON'S WHARF BALTIMORE L.P., a Delaware limited  partnership
("Grantee").

             The Grantor for a consideration of One Hundred Ten Thousand Dollars
 ($110,000.00)  grants,  conveys and assigns to the Grantee,  its successors and
 assigns, in fee simple. the real property located in Baltimore City,  Maryland,
 and described as follows:

     Condominium  Unit No. 402  ("Unit")  and Parking  Unit No.  P-61  ("Parking
Unit")  in  THE  RESIDENCES   AND  INN  AT  HENDERSON'S   WHARF,  A  CONDOMINIUM
("Condominium"),  a condominium established under the provisions of Title I I of
the Real Property  Article of the Annotated Code of Maryland  (1988  Replacement
Volume as amended) by the operation and effect of a Declaration dated August 30,
1988. and recorded among the Land Records of Baltimore City (the "Land Records")
at Liber  S.E.B.  No.  1821.  page 20. et. seq..  made by Carley  Capital  Group
(hereinafter   together  with  any  amendments  thereto,   referred  to  as  the
"Declaration"),  all as the  Unit,  the  Parking  Unit and the  Condominium  are
defined  in tile  Declaration  and are  shown on those  certain  plats  entitled
"Condominium  Plat. The Residences and Inn at Henderson's Wharf, a Condominium."
dated August.  1988.  and recorded  among the Plat Records of Baltimore  City at
Condominium  Plat Record Book  S.E.B.  No. 232,  Sheets I through 11, as amended
(all of which plats,  together with any  supplements  thereto,  are  hereinafter
referred to collectively as the "Condominium Plats").

     The  improvements  thereon  being known as 1000 Fell Street,  Unit No. 402,
along with Parking Unit No. P-61 are hereinafter  referred to as the "Property",
and

             Being the same  property  described  in a Deed from Carley  Capital
 Group to Grantor dated September 6. 1988 and recorded among the Land Records in
 Liber 1856, folio 239.

             TOGETHER WITH all improvements  contained in the Property.  and all
 appurtenances  and  advantages  thereunto  pertaining,  including  an undivided
 percentage interest in the common elements,  common expenses and common profits
 in the condominium  regime as set forth in the Declaration,  the Bylaws and the
 Condominium Plats.

             TO HAVE AND TO HOLD the property hereby conveyed to Grantee. its 
successors and assigns. in fee simple. forever.

             The Grantor hereby covenants that it has not done or suffered to be
 done anv act.  matter or thing  whatsoever  to  encumber  the  property  hereby
 conveyed. that it will warrant specially the property hereby-, and that it will
 execute such further assurances of the same as may be requisite.

<PAGE>

              IN WITNESS WHEREOF,  the Grantor has executed this Deed under seal
  oil the date first above written.

  WITNESS:                     GRANTOR:

                                                                          (SEAL)
                               Richard Sassi


  STATE OF MARYLAND           )
                              )
                              ) to wit:
 COUNITY OF                   )

             I  HEREBY  CERTIFY  that on this  day of .  1998.  before  me,  the
 subscriber,  a Notary  Public of the  State of  Maryland,  personally  appeared
 RICHARD SASSI.  known to me (or  satisfactorily  proven) to be the person whose
 name is  subscribed  to the  within  instrument.  and he  acknowledged  that he
 executed the foregoing, instrument for the purposes therein contained.

             IN WITNESS WHEREOF, I have hereunto set rny hand and Notarial Seal.




                                  Notary Public

 My Commission Expires:

<PAGE>

                                 CERTIFICATE

     THE  UNDERSIGNED,  AN ATTORNEY  ADMITTED  TO  PRACTICE  BEFORE THE COURT OF
APPEALS OF MARYLAND,  HEREBY CERTIFIES THAT THE ABOVE INSTRUMENT WAS PREPARED BY
ME OR UNDER MY SUPERVISION.




                           Susan M. Wilkins, Attorney


 MR./MS. CLERK: AFTER THIS DEED OF EXCHANGE HAS BEEN RECORDED, PLEASE RETURN TO:

                        Susan M. Wilkins, Esq
                        Neuberger, Quinn. Gielen. Rubin
                        & Gibber. P.A.
                        Commerce Place, 27th Floor
                        One South Street
                        Baltimore, Maryland 21202-3201

<PAGE>

                                  EXHIBIT C TO
                         AGREEMENT OF SALE AND PURCHASE

                       NOTICE TO BUYER-PROPERTY DISCLOSURE

<PAGE>


                        NOTICE TO BUYER OF BUYER'S RIGHT
                    UNDER MARYLAND'S PROPERTY DISCLOSURE LAW

 NOTE:  This  Notice does not apply to: (1) The  initial  sale of single  family
 residential real property;  (2) a transfer that is exempt from the transfer tax
 under ss. 13-207 of the Tax-Property Article, except land installment contracts
 of sale  under ss. 1 3-207(l  1) of the  Tax-Property  Article  and  options to
 purchase real property under ss. 13-207(12) of the Tax-Property  Article;  (3)a
 sale by a lender  acquiring the real property by foreclosure or deed in lieu of
 foreclosure;  (4) a sheriffs sale, tax sale, or sale by foreclosure,  partition
 or by court appointed  trustee;  (5) a transfer by a fiduciary in the course of
 the administration of a decedent's estate,  guardianship,  conservatorship,  or
 trust;  or (6) a transfer  of single  family  residential  real  property to be
 converted  by  the  buyer  into  a use  other  than  residential  use  or to be
 demolished.

     SECTION  10-702  OF THE REAL  PROPERTY  ARTICLE  OF THE  ANNOTATED  CODE OF
MARYLAND  ("SECTION  10-702") REQUIRES THAT SELLERS OF SINGLE FAMILY RESIDENTIAL
PROPERTY  PROVIDE YOU. THE BUYER. ON OR BFFORF ENTERING INTO A CONTRACT OF SALE,
EITHER:

       (A) A WRITTEN PROPERTY CONDITION DISCLOSURE STATEMENT LISTING ALL DEFECTS
 OR  INFORMATION  OF WHICH THE SELLER HAS ACTUAL  KNOWLEDGE  IN  RELATION TO THE
 FOLLOWING:

             (I)            WATER AND SEWER SYSTEMS, INCLUDING THE SOURCE
             OF HOUSEHOLD WATER, WATER TREATMENT SYSTEMS, AND
             SPRINKLER SYSTEMS,

             (II)           INSULATION.

             (III)          STRUCTURAL SYSTEMS, INCLUDING THE ROOF. WALLS.
             FLOORS. FOUNDATION. AND ANY BASEMENT,

             (IV)           PLUMBING. ELECTRICAL. HEATING. AND AIR
             CONDITIONING SYSTEMS:

             (V)            INFESTATION OF WOOD-DESTROYING INSECTS:

             (VI)           LAND USE MATTERS.

             (VIl)          HAZARDOUS OR REGULATED MATERIALS, INCLUDING
             ASBESTOS, LEAD-BASED PAINT. RADON. UNDERGROUND STORAGE
             TANKS, AND LICENSED LANDFILLS: AND

<PAGE>

             (VIII)      ANY OTHER MATERIAL DEFECTS KNOWN TO THE
              SELLER;OR

        (B)   A WRITTEN DISCLAIMER STATEMENT PROVIDING  THAT:

              (I) THE SELLER MAKES NO  REPRESENTATIONS  OR WARRANTIES AS TO THE
              CONDITION OF THE REAL PROPERTY OR ANY IMPROVEMENTS ON THE REAL 
              PROPERTY; AND

             (II)        THE BUYER WILL BE RECEIVING THE REAL PROPERTY "AS IS",
             WITH ALL DEFECTS THAT MAY EXIST, EXCEPT AS OTHERWISE PROVIDED IN 
             THE CONTRACT OF SALE.

     AT THE TIME THE DISCLOSURE OR DISCLAIMER STATEMENT IS DELIVERED TO YOU, YOU
ARE REQUIRED TO DATE AND SIGN A WRITTEN  ACKNOWLEDGEMENT OF RECEIPT. WHICH SHALL
BE INCLUDED IN OR ATTACHED TO THE CONTRACT OF SALE.

       YOU ARE HEREBY  NOTIFIED  THAT,  IN CERTAIN  CIRCUMSTANCES.  YOU HAVE THE
  RIGHT TO RESCIND YOUR CONTRACT OF SALE WITH THE SELLER IF THE YOU SELLER FAILS
  TO DELIVER TO YOU THE WRITTEN PROPERTY CONDITION DISCLOSURE STATEMENT. SECTION
  10-702  PROVIDES THAT A BUYER WHO DOES NOT RECEIVE THE DISCLOSURE  STATEMENTON
  OR BEFORE ENTERING INTO THE CONTRACT OF SALE HAS THE UNCONDITIONAL RIGHT, UPON
  WRITTEN NOTICE TO THE SELLER OR SELLER'S AGENT:

             (I) TO RESCIND THE  CONTRACT OF SALE AT ANY TIME BEFORE THE RECEIPT
             OF THE DISCLOSURE  STATEMENT OR WITHIN 5 DAYS FOLLOWING  RECEIPT OF
             THE DISCLOSURE STATEMENT, AND

             (II) TO THE IMMEDIATE RETURN OF ANY DEPOSITS MADE ON ACCOUNT OF THE
             CONTRACT.

 IF THE  DISCLOSURE  STATEMENT  IS  DELIVERED TO YOU LATER THAN 3 DAYS AFTER THE
 SELLER  ENTERS INTO A CONTRACT  OF SALE WITH YOU.  THE  CONTRACT IS VOID.  YOUR
 RIGHT TO RESCIND THE CONTRACT OF SALE UNDER  SECTION  10-702  TERMINATES IF NOT
 EXERCISED BEFORE MAKING A WRITTEN  APPLICATION TO A LENDER FOR A MORTGAGE LOAN.
 IF THE LENDER  DISCLOSES IN WRITING AT OR BEFORE  THETINIE  APPLICATION IS MADE
 THAT THE RIGHT TO RESCIND TERMINATES ON SUBMISSION OF THE APPLICATION.

     YOUR  RIGHTS  AS A BUYER  UNDER  SECTION  10-702  MAYNOT  BE  WAIVED IN THE
CONTRACT OF SALE AND ANY ATTEMPTED WAIVER IS VOID. YOUR RIGHTS

<PAGE>


  AS THE BUYER TO  TERMINATE  THE  CONTRACT  UNDER  SECTION  10-702  ARE  WAIVED
  CONCLUSIVELY IF NOT EXERCISED BEFORE:

     (I) CLOSING OR OCCUPANCY BY YOU,  WHICHEVER OCCURS FIRST, IN THE EVENT OF A
SALE; OR

     (II) OCCUPANCY, IN THE EVENT OF A LEASE WITH OPTION TO PURCHASE.

 THE INFORMATION CONTAINED IN THE PROPERTY CONDITION DISCLOSURE STATEMENT IS THE
 REPRESENTATION  OF THE SELLER  AND NOT THE  REPRESENTATION  OF THE REAL  ESTATE
 BROKER OR  SALESPERSON,  IF ANY.  THE SELLER IS NOT  REQUIRED TO  UNDERTAKE  OR
 PROVIDE AN INDEPENDENT  INVESTIGATION OR INSPECTION OF THE PROPERTY IN ORDER TO
 MAKE THE DISCLOSURES  REQUIRED BY SECTION 10-702.  THE SELLER IS NOT LIABLE FOR
 AN ERROR.  INACCURACY  OR OMISSION IN THE  DISCLOSURE  STATEMENT  IF THE ERROR,
 INACCURACY.  OR OMISSION  %VAS BASED UPON  INFORMATION  THAT WAS NOT WITHIN THE
 ACTUAL  KNOWLEDGE  OF THE  SELLER:  OR \VAS  PROVIDED  TO THE SELLER BY A THIRD
 PARTY.

       YOU HAVE THE RIGHT TO OBTAIN  PROFESSIONAL  ADVICE  ABOUT THE PROPERTY OR
 OBTAINAN INSPECTION OF THE PROPERTY.

     THE UNDERSIGNED  BUYER(S)  ACKNGWLEDGES  RECEIPT OF THIS NOTICE ON THE DATE
INDICATED BELOW. 
WITNESS:                                  HENDERSON'S 
                                          WHARF BALTIMORE L.P. 
                                          By: Henderson's Wharf
                                              Development Corp., 
                                              General Partner

                                       By:
                                     Narne:
                                     Titie:
                                      Date:


<PAGE>


                                  EXHIBIT D TO
                         AGREEMENT OF SALE AND PURCHASE

                          PROPERTY DISCLAIMER STATEMENT

<PAGE>

               MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

                           NOTICE TO SELLER AND BUYER

 Section  10-702  of the Real  Property  Article,  Annotated  Code of  Maryland,
 requires the owner of certain residential real property to furnish to the BUYER
 either (a) a RESIDENTIAL  PROPERTY DISCLAIMER  STATEMENT stating that the owner
 is selling the property "as is" and makes no  representations  or warranties as
 to the  condition of the  property or any  improvements  on the real  property,
 except as  otherwise  provided in the  contract of sale,  or (b) a  RESIDENTIAL
 PROPERTY DISCLOSURE STATEMENT disclosing defects or other information about the
 condition of the real property  actually known by the owner.  Certain transfers
 of residential  property are excluded from this requirement (see the exemptions
 listed below).

  MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

 NOTICE TO OWNER(S):  Sign this statement only if you elect to sell the property
 without representations and warranties as to its condition, except as otherwise
 provided in the contract of sale, otherwise,  complete and sign the RESIDENTIAL
 PROPERTY DISCLOSURE STATEMENT.

  Property Address:1000 Fell Street, Condominium Unit No. 402, along with
  Parking Unit No. P-6 1.

     Legal  Description:  Condominium  Unit No. 402 and Parking Unit No. P-61 in
THE  RESIDENCES AND INN AT  HENDERSON'S  WHARF,  A  CONDOMINIUM,  as established
pursuant to a  Declaration  dated August 30, 1988,  and recorded  among the Land
Records of Baltimore City (the "Land  Records") at Liber S.E.B.  No. 1821,  page
20. as amended by  Amendment  to  Declaration  dated April 3, 1989 and  recorded
among the Land  Records at Liber  S.E.B.  No.  2081,  folio 329.  and as further
amended by Second  Amendment to  Declaration  dated July 31. 1990,  and recorded
among the Land  Records at Liber  S.E.B.  No.  2563.  folio 230.  and as further
amended by Third  Amendment to  Declaration  dated as of December 14. 1992,  and
recorded among the Land Records at Liber S.E.B.  No. 3578. folio 30 (as amended.
the "Declaration"). and the Bylaws attached thereto (the "Bylaws"). and as shown
on those certain plats  entitled  "Condominium  Plat.  The Residences and Inn at
Henderson's  Wharf, a Condominium."  dated August,  1988, and recorded among the
Plat Records of Baltimore City at Condominium  Plat Record Book S.E.B.  No. 232.
Sheets I through 11. as amended by  condominium  plats dated  December 14, 1992.
and recorded among the Plat Records of Baltimore City at Condominium Plat Record
Book S.E.B. 298, Sheets 1through 11(as arnended, the "Condominium Plats").

<PAGE>

  undersigned   owner(s)  of  the  real   property   described   above  make  no
  representations  or warranties as to the condition of the real property or any
  improvements  thereon,  and the BUYER will be receiving  the real property "as
  is",  with all defects  which may exist,  except as otherwise  provided in the
  real estate  contract  of sale.  The  owner(s)  acknowledge  having  carefully
  examined this statement and further  acknowledge  that they have been informed
  of their rights and obligations  under Section ss. 10-702 of the Maryland Real
  Property Article.

  SELLER:                                                      (SEAL)
                               Richard Sassi

                               Date:

 The BUYER(s)  acknowledge  receipt of a copy of this  disclaimer  statement and
 further  acknowledge  that he has been  informed of his rights and  obligations
 under Section ss.10-702 of the Maryland Real Property Article.

 BUYER:                       HENDERSON'S WHARF BALTIMORE L.P.

                                               By:Henderson's Wharf Development
                                               Corporation, General Partner

 Date:                                     By:                        (SEAL)
                                                 Name:
                                                 Title:


                  MARYLAND RESIDENTIAL PROPERTY DISCLOSURE ACT

     10-702.  Exemptions.  - The  following are  specifically  excluded from the
provisions of Section 10-702:

1.    The initial sale of single family Residential Real Property

2. A  transfer  that is  exempt  from  the  transfer  tax  under  13-207  of the
Tax-Property Article, except land installment contracts of sale under 13-207(11)
of the  Tax-Property  Article  except land  installment  Contracts of Sale under
13-207(11)  of the Tax Property  Article and options to purchase  real  property
under 13-207(12) of the Tax-Property Article;

3. A sale by a lender acquiring the Real Property by foreclosure or deed in lieu
of foreclosure;

4. A sheriff's  sale, tax sale, or sale by foreclosure,  partition,  or by court
appointed trustee;

5. A transfer by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust; or

6. A transfer of single family  Residential Real Property to be converted by the
Buyer into a use other than residential use or to be demolished.

<PAGE>

                                  EXHIBIT E TO
                         AGREEMENT OF SALE AND PURCHASE

                        CERTIFICATE OF NON-FOREIGN STATUS

<PAGE>


                CERTIFICATION OF NON-FOREIGN STATUS



     Section  1445 of the  Internal  Revenue  Code  provides  that a  transferee
(buyer) of a U.S.  real property  interest  must withhold tax if the  transferor
(seller) is a foreign person.  To inform the transferee that  withholding of tax
is not required  upon the  undersigned's  disposition  of a U. S. real  property
interest, the undersigned does hereby certify the following:

     1. The  undersigned is not a nonresident  alien for purposes of U.S. income
taxation.

2. The undersigned's U.S. taxpayer identifying number is .

      3. The undersigned's address is .

      The undersigned does understand that this  certification  may be disclosed
to the Internal  Revenue  Service by the transferee and that any false statement
made here could be punished by fine, imprisonment, or both.

      Under penalties of perjury,  the undersigned  does hereby declare that the
undersigned has examined this certification and, to the best of the undersigned"
knowledge and belief, it is true, correct, and complete.



Dated:                       , 1998




                              By:
                                  Richard Sassi

<PAGE>



                        EXHIBIT B TO SETTLEMENT AGREEMENT


                                     RELEASE

<PAGE>


                                 MUTUAL RELEASE

     This mutual release ("Release") made this day of , 1998, by and between The
COUNCIL OF UNIT OWNERS OF THE RESIDENCES AND INN AT HENDERSON'S WHARF BALITIMORE
L.P., a Delaware limited partnership ("HWLP"),  CLAREMONT MANAGEMENT CORPORATION
("Claremont"), MCKENNA INTERNATIONAL BALTIMORE, INC. ("McKenna)", CREDIT SERVICE
INTERNATIONAL  BALTIMORE,  INC.  ("CSI"),  TERRENCE  P.  SULLIVAN  ("Sullivan"),
CHARLES M. MORAN, JR. ("Moran"),  CHARLES S. INTRAVAIA  ("Intravaia"),  BRIAN M.
KRASON ("Krason") and JOSEPH V. BRADY ("Brady") (Claremont,  McKenna,  Sullivan,
Intravaia, Krason and Brady are sometimes collectively referred to herein as the
"Third Party Defendants") and RICHARD SASSI, a Maryland resident ("Sassi").


                              EXPLANATORY STATEMENT

            The  Council  is the  council  of unit  owners  for the  residential
condominium known as The Residences and Inn at Henderson's Wharf, located at the
foot  of  Fell  Street  in  Fells   Point,   Balitmore   City,   Maryland   (the
"Condominium"). HWLP operates and manages the Condominium. Sassi is the owner of
Condominium  Unit  No.  402  and  Parking  Unit  No.  P-61  in  the  Condominium
(collectively, the "Unit").

            The Council and HWLP filed a legal action  against  Sassi,  known as
The Council of Unit Owners of the  Residences  and Inn at  Henderson's  Wharf, A
Condominium,  Incorporated  and  Henderson's  Wharf  Baltimore,  L.P. v. Richard
Sassi, Civil Case No.  97-154-052-CC-292,  which is pending in the Circuit Court
of Maryland for Baltimore City ("Lawsuit"). In the Lawsuit, the Council and HWLP
assert caims against Sassi for delinquent  condominium  charges and  assessments
and nuisance (all of the Council's and HWLP's claims are  hereinafter  sometimes
collectively referred to as the "Condominium's Claims").

            Sassi filed a (I)  counterclaim  in the Lawsuit  against the Council
and HWLP, as applicable,  for violations of Fair Debt Collection  Practices Act,
breach of  contract,  deceit and trespass  (all of such claims  being  sometimes
collectively  referred  to herein as the  "Counterclaim");  and (ii) third party
complaint in the Lawsuit against Claremont Management Corporation ("Claremont"0,
McKenna Management  Associates,  Inc. ("McKenna"),  Credit Service International
Baltimore,  Inc. ("CSI"),  Terrence P. Sullivan ("Sullivan"),  Charles M. Moran,
Jr. ("Moran"),  Charles S. Intravaia  ("Intravaia"),  Brian M. Krason ("Krason")
and  Joseph V. Brady  ("Brady"),  as  applicable,  for  violations  of Fair Debt
Collection  Practices Act, breach of contract,  negligence,  deceit and trespass
(all of such  claims  being  sometimes  collectively  referred  to herein as the
"Third Party Complaint"). Claremont, McKenna, Sullivan, Intravaia and Krason and
Brady  are  sometimes  collectively  referred  to  herein  as the  "Third  Party
Defendants".

<PAGE>

            CSI filed a cross  complaint  in the Lawsuit  against  the  Council,
HWLP,  Claremont,  McKenna,  Sullivan,  Moran,  Intravaia,  Krason and Brady for
indemnification for certain matters ("Cross Claim").

            The parties  have agreed to  compromise  and settle all claims which
any party has asserted or may assert in the Lawsuit,  Counterclaim,  Third Party
Complaint or Cross  Claim,  or which any party has asserted or may assert in the
Lawsuit, Counterclaim,  Third Party Complaint or Cross Claim, or which any party
may have arising out of the use of  ownership  or operation of the Unit,  or any
part  thereof,  pursuant  to the terms of a  Settlement  Agreement  of even date
herewith between the parties ("Settlement Agreement").

            NOW,   THEREFORE,   for  and  in   consideration  of  the  foregoing
explanatory statements and the agreements hereinafter set forth, the sufficiency
and legal  adequacy of which the parties  acknowledge,  they do hereby  agree as
follows:

1. The Council  and HWLP,  for  themselves  and for their  officers,  directors,
employees,  agents,  principals and  shareholders,  and for all their respective
successors and assigns, hereby release and forever dischares Sassi and the Third
Party Defendants, their respective heirs, personal representatives,  successors,
assigns,  officers,  directors,  emplyees,  agents, principals and shareholders,
from any and all claims,  actions, suits, debts, counts,  covenants,  contracts,
damages,  judgments and demands of whatsoever king or nature  ("Claims"),  which
the Council  and/or HWLP,  individually  or  collectively,  ever had, or may now
have, up to the date of this  Release,  pertaining in any way to the Unit (other
than a misrepresentation by Sassi under the Agreement of Sale, as defined in the
Settlement Agreement),  including but not limited to any Claims which ere raised
or could have been raised in the Lawsuit.

            2. Sassi, for himself and his heirs and personal representatives and
assigns,  hereby releases and forever discharges the Council, HWLP and the Third
Party Defendants, their respective heirs, personal representatives,  successors,
assigns, officers,  directors,  employees,  agents, principals and shareholders,
from any and all Claims which Sassi ever had, or may now have, up to the date of
this Release,  pertaining  in any way to the Unit,  including but not limited to
any Clains which were raised or could have been raised in the Counterclaim or in
the Third Party Complaint.

            3.  The  Third  Party  Defendants,  for  themselves  and  for  their
officers,  directors,  employees,  agents, principals and shareholders,  and for
their respective heirs, personal representatives, successors and assigns, hereby
releases and forever  discharges  Sassi,  the Council and HWLP, their respective
heirs,  personal  representatives,  successors,  assigns,  officers,  directors,
employees,  agents,  principals and shareholders,  from any and all Claims which
the Third Party Defendants,  individually and/or collectively,  ever had, or may
now  have,  up to the date of the  Release,  pertaining  in any way to the Unit,
including  but not  limited to any Claims  which were  raised or could have been
raised in the Cross Complaint.

<PAGE>

            4. This Release  contains the entire  agreement  between the parties
and is the  complete  written  integration  of that  agreement.  This writing is
intended  by the  parties  as a  final  expression  of that  agreement  and as a
complete  and  exclusive  statement  of the  terms  thereof,  all  negotiations,
considerations and representations  between the parties having been incorporated
herein.  No course or prior  dealings  between  the  parties or their  officers,
employees,  agents or affiliates  shall be relevant or admissible to supplement,
explain or vary any of the terms of this  Release.  None of the  parties to this
Release  has any right to rely on any prior or  contemporaneous  representations
made by anyone concerning this Release and none of the parties has so relied.

5. Each of the parties has read this Release and fully understands it.

6. This Release may be executed in one or more counterparts, each of which Shall
be deemed an original and all of which when taken together shall  constitute one
and the same document.  This Release may be delivered by facsimile  transmission
or an  originally  executed  copy to be  followed by  immediate  delivery of the
original of such executed copy.

            IN WITNESS  WHEREOF,  the parties have  executed  this Release under
seal as of the day of , 1998.


WITTNESS/ATTEST:              COUNCIL:

                                    THE COUNCIL OF UNIT OWNERS OF THE
                                    RESIDENCES AND INN AT HENDERSON'S
                                    WHARF, a Condominium, Incorporated

                                    By:                           (SEAL)
                                      Name:
                                     Title:

<PAGE>

                                    HWLP:

                                    HENDERSON'S WHARF BALTIMORE L.P.

                                    By:   Henderson's Wharf Development
                                          Corporation, General Partner


                                    By:                           (SEAL)
                                      Name:
                                     Title:


                                    CLAREMONT

                              CLAREMONT MANAGEMENT
                                    CORPORATION

                                    By:                           (SEAL)
                                      Name:
                                     Title:


                                    MCKENNA:

                                    MCKENNA MANAGEMENT ASSOCIATES, INC.

                                    By:                           (SEAL)
                                      Name:
                                     Title:
<PAGE>
                                    CSI:

                                    CREDIT SERVICE INTERNATIONAL
                                 BALTIMORE, INC.

                                    By:                           (SEAL)
                                      Name:
                                     Title:

                                    SULLIVAN:

                                                                  (SEAL)
                              Terrence P. Sullivan

                                    MORAN:

                                                                  (SEAL)
                              Charles M. Moran, Jr.

                                    INTRAVAIA:


                                                                  (SEAL)
                              Charles S. Intravaia

                                    KRASON:


                                                                 (SEAL)
                                 Brian M. Krason

                                    BRADY:

                                                                 (SEAL)
                                 Joseph V. Brady


                                    SASSI:

                                                                 (SEAL)
                                  Richard Sassi


<PAGE>

STATE OF                      )
                              )  TO WIT:
CITY/COUNTY OF                ) 

     I HEREBY  CERTIFY that on this day of 1998 , before me, the  subscriber,  a
Notary Publicof the State and City/County  aforesaid,  personally appeared , who
acknowledged  himself/herself  to be the of The  Council  of Unit  Owners of the
Residences  and Inn at  Henderson's  Wharf, a , and that he/she as such officer,
being  authorized so to do,  executed the foregoing  instrument for the purposes
therein  contained,  by signing in my presence  the name of the  corporation  by
himself/herself as suchofficer.  In Witness Whereof. I have hereunto set my hand
and official seal.



                                    Notary PublicMy Commission expires:


STATE OF                      )
                              )  TO WIT:
CITY/COUNTY OF                )  

     I HEREBY  CERTIFY that on this day of 1998 , before me, the  subscriber,  a
Notary Publicof the State and City/County  aforesaid,  personally appeared , who
acknowledged   himself/herself  to  be  the  of  Henderson's  Wharf  Development
Corporation,  general partner of Henderson's  Wharf Baltimore,  L.P., a Delaware
limited partnership, and that he/she as such officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
in my presence the name of the corporation by himself/herself as suchofficer. In
Witness Whereof. I have hereunto set my hand and official seal.

                                  Notary Public

My Commission expires:


STATE OF                      )
                              )  TO WIT:
CITY/COUNTY OF                )    

     I HEREBY  CERTIFY that on this day of 1998 , before me, the  subscriber,  a
Notary Publicof the State and City/County  aforesaid,  personally appeared , who
acknowledged  himself/herself to be the of Claremont Management Corporation, a ,
and that  he/she  as such  officer,  being  authorized  so to do,  executed  the
foregoing  instrument  for the  purposes  therein  contained,  by  signing in my
presence the name of the  corporation  by  himself/herself  as  suchofficer.  In
Witness Whereof. I have hereunto set my hand and official seal.


                                  Notary Public

My Commission expires:

<PAGE>

STATE OF                      )
                              )  TO WIT:
CITY/COUNTY OF                )  

     I HEREBY  CERTIFY that on this day of 1998 , before me, the  subscriber,  a
Notary Publicof the State and City/County  aforesaid,  personally appeared , who
acknowledged himself/herself to be the of McKenna Management Associates, Inc., a
, and that he/she as such  officer,  being  authorized  so to do,  executed  the
foregoing  instrument  for the  purposes  therein  contained,  by  signing in my
presence the name of the  corporation  by  himself/herself  as  suchofficer.  In
Witness Whereof. I have hereunto set my hand and official seal.

                                  Notary Public

My Commission expires:

<PAGE>


 STATE OF                     )
                              ) TO WIT
CITY/COUNTY OF                )

     I HEREBY CERTIFY that on this day of , 1998 , before me, the subscriber,  a
Notary Public of the State and City/County aforesaid,  personally appeared , who
acknowledged   himself/herself  to  be  the  of  Credit  Service   International
Baltimore, Inc., a , and that he/she as such officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
in my presence the name of the corporation by himself/herself as such officer.

In Witness Whereof, I have hereunto set my hand and official seal.

                                  Notary Public
My Commission  expires:

STATE OF       )
               ) to wit:
CITY/COUNTY OF ) 

     I HEREBY CERTIFY that on this day of - . 1998, before me, the subscriber, a
Notary Public of the State aforesaid,  personally  appeared Terence P. Sullivan,
known  to me  (or  satisfactorily  proven)  to be  the  persons  whose  name  is
subscribed to the within  instrument,  and he acknowledged  that he executed the
foregoing  instrument for the purposestherein  contained.IN  WITNESS WHER-EOF. I
have hereunto set my hand and Notarial Seal. Notarv PublicMy Commission Expires:

<PAGE>

STATE OF             )
                     )  to wit:
CITY/COUNTY OF       ) 

     I HEREBY  CERTIFY that on this day of , 1998,  before me, the  subscriber,a
Notary Public of the State afoiesaid, personally appeared Charles M. Moran, Jr.,
known  to me  (or  satisfactorily  proven)  to be  the  persons  whose  name  is
subscribed to the within  instrument,  and he acknowledged  that he executed the
foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

                                           Notary Public

My Commission Expires:


STATE OF              ) 
                      )  to wit:
CITY/COUNTY OF        ) 

     I HEREBY CERTIFY that on this day of , 1998,  before me, the subscriber,  a
Notary Public of the State aforesaid,  personally appeared Charles S. Intravaia,
known to me (or atisfactorily proven) to be the persons whose name is subscribed
to the within  instrument,  and he  acknowledged  that he executed the foregoing
instrument for the purposes therein contained.

     IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

                                  Notary Public

My Commission Expires:

<PAGE>


STATE OF               )
                       ) to wit:
CITY/COUNTY OF         )

      I HEREBY CERTIFY that on this day of , 1998, beforeme,  the subscriber,  a
Notary Public of the State aforesaid,  personally appeared Brian M. Krason,known
to me (or  satisfactorily  proven) to be the persons whose name is subscribed to
the  withininstrument,  and he  acknowledged  that  he  executed  the  foregoing
instrument for the purposes thereincontained.IN WITNESS WHEREOF, I have hereunto
set my hand and Notarial Seal.

                                           Notary Public

My Commissior Expires:

STATE OF         )
                 )  to wit:
CITY/COUNTY OF   )

     I HEREBY CERTIFY that on this day of , 1998,  before me, the subscriber,  a
Notary Public of the State aforesaid, personally appeared Joseph V. Brady, known
to me (or  satisfactorily  proven) to be the persons whose name is subscribed to
the within  instrument,  and he  acknowledged  that lie executed  the  foregoing
instrument for the purposes therein contained.

IN WITNESS WHEREOF. I have hereunto set my hand and Notarial Seal.

                                  Notary Public

My Commission Expires:

<PAGE>

STATE OF           )
                   ) to wit:
CITY/COUNTY OF     )

     I HEREBY CERTIFY that on this day of , 1998,  before me, the subscriber,  a
Notary Public of the State aforesaid,  personally  appeared Richard Sassi, known
to me (or  satisfactorily  proven) to be the persons whose name is subscribed to
the within  instrument,  and he  acknowledged  that he  executed  the  foregoing
instrument for the purposes therein contained.

             IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.


                                  Notary Public


 My Commission Expires:





                               MUTUAL RELEASE

     THIS MUTUAL RELEASE  ("Release") made this 3RD day of November 1998, by and
between  The  COUNCIL OF UNIT OWNERS OF THE  RESIDENCES  AND INN AT  HENDERSON'S
WHARF, a Condominium,  Incorporated (the "Council"), HENDERSON'S WHARF BALTIMORE
L.P., a Delaware limited partnership ("HWLP"),  CLAREMONT MANAGEMENT CORPORATION
("Claremont"),  MCKENNA MANAGEMENT ASSOCIATES, INC. ("McKenna"),  CREDIT SERVICE
INTERNATIONAL BALTIMORE, INC. ("CSI"), TERENCE P. SULLIVAN ("Sullivan"), CHARLES
M. MORAN, JR.  ("Moran"),  CHARLES S. INTRAVAIA  ("Intravaia"),  BRIAN M. KRASON
("Krason")  and  JOSEPH  V.  BRADY  ("Brady")  (Claremont,   McKenna,  Sullivan,
Intravaia, Krason and Brady are sometimes collectively referred to herein as the
"Third Party Defendants") and RICHARD SASSI, a Maryland resident ("Sassi").

                           EXPLANATORY STATEMENT

             The  Council  is the  council of unit  owners  for the  residential
 condominium  known as The Residences and Inn at Henderson's  Wharf,  located at
 the  foot  of Fell  Street  in  Fells  Point,  Baltimore  City,  Maryland  (the
 "Condominium").  HWLP operates and manages the Condominium.  Sassi is the owner
 of  Condominium  Unit No.  402 and  Parking  Unit No.  P-61 in the  Condominium
 (collectively, the "Unit").

             The Council and HWLP filed a legal action against  Sassi,  known as
 The Council of Unit Owners of the Residences  and Inn at  Henderson's  Wharf, A
 Condominium,  Incorporated  and Henderson's  Wharf  Baltimore,  L.P. v. Richard
 Sassi, Civil Case No. 97-154-052-CC-2921, which is pending in the Circuit Court
 of Maryland for Baltimore  City  ("Lawsuit").  In the Lawsuit,  the Council and
 HWLP  assert  claims  against  Sassi for  delinquent  condominium  charges  and
 assessments   and  nuisance  (all  of  the  Council's  and  HWLP's  claims  are
 hereinafter sometimes collectively referred to as the "Condominium's Claims").

     Sassi filed a (i) counterclaim in the Lawsuit against the Council and HWLP,
as applicable,  for violations of Fair Debt Collection  Practices Act, breach of
contract,  deceit and trespass (all of such claims being sometimes  collectively
referred to herein as the "Counterclaim"); and (ii) third party complaint in the
Lawsuit  against  Claremont  Management   Corporation   ("Claremont"),   McKenna
Management Associates, Inc. ("McKenna"), Credit Service International Baltimore,
Inc. ("CSI"), Terence P. Sullivan ("Sullivan"), Charles M. Moran, Jr. ("Moran"),
Charles S.  Intravaia  ("Intravaia"),  Brian M. Krason  ("Krason") and Joseph V.
Brady ("Brady"), as applicable, for violations of Fair Debt Collection Practices
Act,  breach of contract,  negligence,  deceit and trespass  (all of such claims
being sometimes collectively referred to herein as the "Third Party Complaint").
Claremont,  McKenna,  Sullivan,  Intravaia  and Krason  and Brady are  sometimes
collectively referred to herein as the "Third Party Defendants".

<PAGE>

              CSI filed a cross  complaint  in the Lawsuit  against the Council,
  HWLP, Claremont,  McKenna,  Sullivan,  Moran, Intravaia,  Krason and Brady for
  indemnification for certain matters ("Cross Claim").

              The parties have agreed to compromise  and settle all claims which
  any party has asserted or may assert in the Lawsuit, Counterclaim, Third Party
  Complaint or Cross Claim, or which any party has asserted or may assert in the
  Lawsuit,  Counterclaim,  Third Party  Complaint or Cross  Claim,  or which any
  party may have  arising out of the use or  ownership or operation of the Unit,
  or any part thereof,  pursuant to the terms of a Settlement  Agreement of even
  date herewith between the parties ("Settlement Agreement").

              NOW,  THEREFORE,   for  and  in  consideration  of  the  foregoing
  explanatory   statements  and  the  agreements   hereinafter  set  forth,  the
  sufficiency  and legal  adequacy  of which the  parties  acknowledge,  they do
  hereby agree as follows:

              1 . The Council and HWLP, for  themselves and for their  officers,
  directors,  employees, agents, principals and shareholders,  and for all their
  respective  successors  and assigns,  hereby  releases and forever  discharges
  Sassi  and the  Third  Party  Defendants,  their  respective  heirs.  personal
  representatives,  successors, assigns, officers, directors, employees, agents,
  principals and shareholders,  from any and all claims,  actions, suits, debts,
  counts,  covenants.  contracts,  damages.  judgments and demands of whatsoever
  kind or nature  ("Claims"),  which the Council  and/or HWLP,  individually  or
  collectively,  ever  had,  or may now  have,  up to the date of this  Release,
  pertaining  in any way to the Unit  (other than a  misrepresentation  by Sassi
  under  the  Agreement  of  Sale,  as  defined  in the  Settlement  Agreement),
  including  but not limited to any Claims  which were raised or could have been
  raised in the Lawsuit.

              2. Sassi,  for himself and his heirs and personal  representatives
  and assigns, hereby releases and forever discharges the Council, 14WLP and the
  Third Party  Defendants,  their respective  heirs,  personal  representatives,
  successors,  assigns, officers,  directors,  employees, agents, principals and
  shareholders,  from any and all Claims  which Sassi ever had, or may now have,
  up to the date of this Release,  pertaining in any way to the Unit.  including
  but not  limited to any Claims  which were raised or could have been raised in
  the Counterclaim or in the Third Party Complaint.

              3. The  Third  Party  Defendants,  for  themselves  and for  their
 officers,  directors,  employees, agents, principals and shareholders,  and for
 their  respective  heirs,  personal  representatives,  successors  and assigns,
 hereby  releases  and forever  discharges  Sassi,  the Council and HWLP,  their
 respective heirs,  personal  representatives,  successors,  assigns,  officers,
 directors.  employees,  agents,  principals and shareholders,  from any and all
 Claims which the Third Party Defendants, individually and/or collectively, ever
 had, or may now have, up to the date of this Release,  pertaining in any way to
 the Unit,  including  but not limited to any Claims  which were raised or could
 have been raised in the Cross Complaint.

<PAGE>


             4. This Release contains the entire  agreement  between the parties
  and is the complete  written  integration of that  agreement.  This writing is
  intended  by the  parties as a final  expression  of that  agreement  and as a
  complete and  exclusive  statement  of the terms  thereof,  all  negotiations,
  considerations   and   representations   between  the   parties   having  been
  incorporated  herein. No course or prior dealings between the parties or their
  officers,  employees,  agents or affiliates shall be relevant or admissible to
  supplement,  explain  or vary any of the  terms of this  Release.  None of the
  parties to this Release has any right to rely on any prior or  contemporaneous
  representations made by anyone concerning this Release and none of the parties
  has so relied.

             5. Each of the parties has read this Release and fully  understands
it.

             6. This Release may be executed in one or more  counterparts,  each
 of which shall be deemed an original and all of which when taken together shall
 constitute  one and  the  same  document.  This  Release  may be  delivered  by
 facsimile  transmission  of an  originally  executed  copy  to be  followed  by
 immediate delivery of the original of such executed copy.

             IN WITNESS  WHEREOF,  the parties have  executed this Release under
 seal as of the 3rd day of November, 1998.


 WITNESS/ATTEST:                     COUNCIL:

                                     THE COUNCIL OF UNIT OWNERS OF THE  
                                     RESIDENCES  AND INN AT HENDERSON'S 
                                     WHARF, a Condominium, Incorporated

                                     By:
                                      Name:
                                     Title:


<PAGE>

                                     HWLP:

                                     HENDERSON'S WHARF BALTIMORE L.P.

                                     BY:   Henderson's Wharf Development
                                           Corporation, General Partner



                                     By:                        (SEAL)
                                      Name:
                                     Title:


                                    CLAREMONT:

                                    CLAREMONT MANAGEMENT CORPORATION

                                    By:                           (SEAL)
                                      Name:
                                     Title:

                                    MCKENNA:

                                    MCKENNA MANAGEMENT ASSOCIATES, INC.

                                    By:                           (SEAL)
                                      Name:
                                     Title:

<PAGE>

         STATE OF                   )
                                    )TO WIT:
         CITY/C0UNTY0F              )

     I HEREBY CERTIFY that on this 29th day of September,  1998,  before me, the
subscriber,  a Notary Public of the State and City/County aforesaid,  personally
appeared Jeffrey F. Ault, who acknowledged  himself/herself  to bc the President
of Credit Service International  Baltimore,  Inc., a corporation,and that he/she
as such officer,  being  authorized so to do, executed the foregoing  instrument
for the purpose  therein  contained  by signing in my  presence  the name of the
corporation by himself/herself as such officer.

              In-Witness Whereof, I have hereunto set my hand and official seal.

                                  Notary Public

         My Commission expires:



         STATE OF                  )
                                   ) to wit:
         CITY/COUNTY OF            )

                   I HEREBY  CEPUIFY  that on  thisday  of 1998,  before me, the
         subscriber, a Notary Public of the State aforesaid, personally appeared
         Terence P. Sullivan,  known to me (or satisfactorily  proven) to be the
         persons  whose  name is  subscribed  to the within  instrument,  and he
         acknowledges that he executed the foregoing instrument for the purposes
         therein contained.

                   IN WITNESS WHERE0F,  I have hereunto set my hand and Notarial
                   Seal.


                                  Notary Public

         My Commission Expires;


<PAGE>

                                        CSI:

                                        CREDIT    SERVICE     INTERNATIONAL
                                 BALTIMORE, INC.

                                       By:                        (SEAL)
                                      Name:
                                     Tit1c:

                                    SULLIVAN:

                                                                  (SEAL)
                                       Terence P. Sullivan

                                       MORAN:

                                                                  (SEAL)
                                       Charles M. Moran, Jr.

                                   INTRAVAIA:

                                                                 (SEAL)
                                       Charles S. Intravaia

                                    KRASOIN:

                                                                  (SEAL)
                                 Brian M. Krason

                                       BRADY:


                                  Joseph Brady

<PAGE>

STATE OF             )
                     )  to wit:
CITY/COUNTY OF       )

     I HEREBY  CERTIFY that on this dav of 1998.  before me, the  subscriber,  a
Notary Public of the State aforesaid, personally appeared Brian M. Krason, known
to me (or  satisfactorily  proven) to be the persons whose name is subscribed to
the within  instrument,  and he  acknowledged  that he  executed  the  foregoing
instrument for the purposes therein contained.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and Notarial
                  Seal.



                                  Notary Public
       My Commission Expires:





       STATE OF               )
                              ) to wit:
       CITY/COUNTY 0F         )

                    I HEREBY  CERTIFY  that on this 30th day of  .October,  1998
       before  me,  the  subscriber,  a Notary  Public of the  State  aforesaid,
       personally  appeared  Joseph  V.  Brady,  known to me (or  satisfactori1v
       proven)  to be the  persons  whose  name  is  subscribed  to  the  within
       instrument, and he acknowledged that he executed the foregoing instrument
       for the purposes therein contained.


       IN WITNESS WHEREOF. I have hereunto set my hand and Notarial Seal.


                                  Notary Public
       My Commission Expires:

<PAGE>

                                     SASSI:

                                                                  (SEAL)
                                  Richard Sassi

  STATE OF               )
                         )TO WIT:
  CITY/COUNTY OF         )

     I HEREBY CERTIFY that on this _ day of 1 1998 , before me, the  subscriber,
a Notary Public of the State and City/County  aforesaid,  personally  appeared ,
who acknowledged  himself/herself to be the of The Council of Unit Owners of the
Residences and Inn at Henderson's  Wharf, a Condominium  Incorporated,  and that
he/she as such  officer,  being  authorized  so to do,  executed  the  foregoing
instrument  for the purposes  therein  contained,  by signing in my presence the
name of the corporation by himself/herself as such officer.

       In Witness Whereof, I have hereunto set my hand and official seal.

                              Notary Public

 My Commission expires:

 STATE OF
                                     TO WIT:
 CITY/COUNTY OF

     I HEREBY CERTIFY that on this - day of 1 1998, before me, the subscriber, a
Notary Public of the State and City/County aforesaid.  personally appeared I who
acknowledged   himself/herself  to  be  the  of  Henderson's  Wharf  Development
Corporation,  general partner of Henderson's  Wharf  Baltimore,  L.P.,a Delaware
limited partnership, and that he/she as such officer. being authorized so to do,
executed the foregoing instrument for the purposes therein contained. by signing
in my presence the name of the corporation by himself/herself as such officer.

       In Witness Whereof, I have hereunto set my hand and official seal.

                               Notary Public

 My Commission expires:

<PAGE>

  STATE OF                     )
                               )to wit:
  CITY/COUNTY OF               )


             I HEREBY CERTIFY that on this 3rd , of November , 1998,  before me,
 the subscriber,  a Notary Public of the State  aforesaid,  personally  appeared
 Richard Sassi, known to me (or  satisfactorily  proven) to be the persons whose
 name is  subscribed  to the  within  instrument,  and he  acknowledged  that he
 executed the foregoing instrument for the purposes therein contained.

             IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.


                                  Notarv Public

  My Commission Expires:





                      AGREEMENT OF SALE AND PURCHASE

                     THIS AGREEMENT OF SALE AND PURCHASE (this  "Agreement")  is
  made on this 3rd day of November,  1998 (the "Effective Date"), by and between
  RICHARD SASSI a Maryland  resident  ("Seller") and HENDERSON'S WHARF BALTIMORE
  L.P., a Delaware limited partnership ("Buyer").

                                   Background

                   Seller is the owner of Condominium  Unit No. 402 (the "Unit")
             in The Residences and Inn at Henderson's  Wharf, a Condominium (the
             "Condominium"),  together  with all  appurtenances  and  advantages
             thereunto  pertaining,  and Parking  Unit No. P-61 and an undivided
             percentage  interest in the common  elements,  common  expenses and
             common  profits in the  condominium  regime,  and together with all
             appliances,  fixtures, equipment and personally located in the Unit
             (collectively, the "Property").

                   Seller desires to sell and convey to Buyer, and Buyer desires
             to purchase from Seller, the Property upon the terms and conditions
             set forth in this Agreement.

                                    Agreement

             NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and
 agreements  set  forth  in this  Agreement,  and of  other  good  and  valuable
 consideration,  the receipt and  sufficiency of which are hereby  acknowledged,
 Seller and Buyer agree as follows:

             1. SALE AND PURCHASE. Subject to the terms and conditions set forth
 in this  Agreement,  Seller  hereby  agrees to sell to Buyer,  and Buyer hereby
 agrees to purchase from Seller, the Property.

             2.  PURCHASE  PRICE AND PAYMENT.  The purchase  price to be paid by
 Buyer to Seller for the Property (the "Purchase Price") shall be the sum of One
 Hundred Ten Thousand Dollars ($110,000.00). The Purchase Price shall be paid at
 Closing (as hereinafter defined) by bank, cashier's, certified or title company
 check or by bank wire.

             3.   POSSESSION; RISK OF LOSS.

                  (a) At Closing,  Seller shall  deliver to Buyer  possession of
  the Property, in broom clean condition, free of any and all tenancies.

<PAGE>
                   (b) Until  Closing,  the  Seller  shall  bear the risk of any
  damage to or destruction  of the Property.  From and after the date hereof and
  until Closing, the Seller shall, at its expense, (a) keep the Property insured
  against  fire and such other  insurable  casualties  as are  commonly  insured
  against by an all-risk casualty insurance policy, to its full insurable value,
  and (b)  cause  each  such  policy  to be  endorsed  to name the Buyer (in its
  capacity as contract purchaser  hereunder) as an additional insured thereunder
  as its interest may appear.

             4.  TITLE.  Fee  simple  title  in  and to the  Property  shall  be
 marketable,  insurable  at  standard  rates on an ALTA Form B policy of owner's
 title  insurance,  and  free  and  clear of all  liens,  encumbrances,  leases,
 easements,  covenants,  conditions and  restrictions,  except for those matters
 shown on the title report attached hereto as Exhibit A and incorporated  herein
 by reference  (collectively,  the "Permitted  Property  Exceptions").  From and
 after the Effective Date Seller shall not do or cause to be done anything which
 will affect the status of title of the  Property.  Notwithstanding  anything to
 the contrary,  Seller shall discharge any lien or encumbrance  which is capable
 of being  discharged  by the payment of money,  including  any deed of trust or
 mortgage.

             5.  SELLER'S  REPRESENTATIONS  AND  WARRANTIES.  Seller  makes  the
 following  representations and warranties to Buyer, each of which shall be true
 and  correct on the  Effective  Date and on the  Closing  Date (as  hereinafter
 defined) and shall survive the Closing:

                   (a) The execution and delivery of this  Agreement by Seller.,
 and the performance by Seller of all terms and conditions  contained herein, do
 not violate the terms of, are not in conflict  with, and will not result in the
 breach of or default under (1) any agreement, commitment,  obligation, contract
 or  instrument  under which Seller or the Property is bound or affected or (ii)
 any law,  rule,  regulation  or court order by which the  Property or Seller is
 affected.

                   (b) As of the Effective Date, all taxes, assessments, fees or
  other charges  (other than  condominium  fees)  affecting or pertaining to the
  Unit have been paid in full.

                   (c)  There are no leases or  tenancies  with  respect  to the
 Property or any part thereof and there have not been any for the  preceding six
 months. The Property has never been a single family residential rental dwelling
 as such term is defined in Article 13,  Sections  46-55 of the  Baltimore  City
 Code  (1976  Edition,  as  amended).  Seller  will not lease the Unit  prior to
 Closing.

             6.  CONDITIONS  PRECEDENT TO CLOSING.  The  obligation  of Buyer to
 purchase the Property pursuant to this Agreement shall be expressly conditioned
 upon and subject to the  satisfaction  (or written  waiver by Buyer) of each of
 the following conditions:

                         (i)   Each of the representations and warranties of
  Seller contained in Section 5 shall be true as of the Closing Date, and

                         (ii)  Seller  shall  not  be in  default  of any of its
  obligations under this Agreement.


<PAGE>

                   If any  one or  more of  such  conditions  precedent  are not
 satisfied (or the satisfaction thereof is not waived in writing by Buyer) as of
 the Closing Date, then Buyer shall have the right, at its option,  to terminate
 this  Agreement by written notice  thereof to Seller,  and  thereafter  neither
 party shall have any further liability or obligation hereunder.

              7.    CLOSING; CLOSING COSTS; ADJUSTMENTS.

                   (a) The consummation of the transactions contemplated by this
 Agreement (the "Closing") shall take place at the offices of Neuberger,  Quinn,
 Gielen, Rubin & Gibber, P.A., 27th Floor, One South Street, Baltimore, Maryland
 21202, or at such other location in Baltimore City designated by Buyer,  within
 sixty  (60)  days from the date of this  Agreement  upon not less than five (5)
 days prior notice from Buyer to Seller, at a time designated by Buyer ("Closing
 Date").  If the Closing Date as provided herein falls on a Saturday,  Sunday or
 legal holiday, then the Closing Date shall be extended to the next day which is
 a business day.

                   (b) Buyer shall pay all recording costs and any costs charged
 by the  council  of unit  owners of the  Condominium  in  connection  with such
 conveyance.

                   (c) All  fees  (other  than  condominium  fees),  all  taxes,
 general  or  special.   and  all  other  public  and  governmental  charges  or
 assessments  against the  Property  which are or may be payable on an annual or
 semi-annual   basis   (including   metropolitan   and  other  benefit  charges,
 assessments, liens or encumbrances) shall be adjusted and apportioned as of the
 Closing and are to be assumed and paid thereafter by Buyer.  whether or not the
 assessments have been levied as of the Closing.

                   (d) All  outstanding  condominium  fees assessed  against the
 Property up through the date of Closing shall be paid by Buyer at Closing.

                   (e) All  water  and sewer  bills  for the  Property  shall be
 adjusted  as of the Closing  based on prior  bills and all gas and/or  electric
 bills  shall be  adjusted  as of the  Closing  based on meter  reading or prior
 bills.

              8.   RECORDATION AND TRANSFER TAXES, OTHER COSTS.

                   (a)  SECTION  14-104  OF THE  REAL  PROPERTY  ARTICLE  OF THE
 ANNOTATED CODE OF MARYLAND  PROVIDES THAT,  UNLESS OTHERWISE  NEGOTIATED IN THE
 CONTRACT OR PROVIDED BY STATE OR LOCAL LAW, THE COST OF ANY  RECORDATION TAX OR
 STATE OR LOCAL TRANSFER TAX SHALL BE SHARED  EQUALLY BY BUYER AND SELLER.  This
 statement is provided for  informational  purposes only.  Except as provided in
 subsection (b) below, Buyer shall pay the total cost of all documentary stamps,
 recordation taxes and transfer taxes imposed upon the transfer of the Property.

<PAGE>
                   (b) This subsection applies if Buyer is a first-time Maryland
 home buyer who will reside in the  Property.  If there are two or more  Buyers,
 then each Buyer must be someone who is a  first-time  Maryland  home buyer,  or
 someone  who will not occupy the house as a  principal  residence  and who is a
 co-maker or  guarantor  of a purchase  money deed of trust or mortgage  for the
 benefit of the  first-time  Maryland home buyer.  A  "first-time  Maryland home
 buyer"  means  an  individual  who has  never  owned in the  State of  Maryland
 residential real property that has been his or her principal residence. Section
 14-104 of the Real Property Article of the Annotated Code of Maryland  provides
 that:

                   (i)   Buyer's portion of the State transfer
                   tax is waived;

                   (ii) State transfer tax will be reduced to 0.25% of the sales
                   price of the

  property;

                   (iii) the entire  amount of the State  transfer  tax shall be
                   paid by Seller; and

                   (iv) the entire amount of recordation  tax and local transfer
  tax shall be paid by Seller unless there is an express agreement between Buyer
  and Seller that the  recordation  tax and local  transfer tax will not be paid
  entirely by Seller.  In this  Agreement,  the parties  agree that the costs of
  transfer tax and recordation tax shall be paid by Buyer.

                        check if first-time Maryland Home
                                     Buyer.

             9.    DEFAULT.

                   (a) If Buyer  shall  have  fully  performed  its  obligations
 hereunder and Seller  breaches this Agreement or otherwise  fails to perform or
 observe any of the  covenants  or  obligations  to be  performed or observed by
 Seller hereunder, or if any of Seller's representations or warranties hereunder
 is  incorrect or untrue as of the Closing  Date,  Buyer shall have the right to
 (i)  enforce  Buyer's  right of specific  performance,  (ii) bring suit for all
 damages suffered by reason of Seller's action or inaction, and/or (iii) enforce
 any and all other remedies available to Buyer at law or in equity.

                   (b) If Seller  shall have  fully  performed  its  obligations
 hereunder and Buyer  breaches this  Agreement or otherwise  fails to perform or
 observe any of the  covenants  or  obligations  to be  performed or observed by
 Buyer  hereunder,  Seller shall have the right to (i) enforce Seller's right of
 specific  performance,  (ii) bring suit for all  damages  suffered by reason of
 Buyer's  action or inaction,  and/or (iii)  enforce any and all other  remedies
 available to Seller at law or in equity.

                   (c) In the event of litigation, the prevailing party shall be
  entitled to reasonable attorneys' fees and costs of litigation.

<PAGE>

              10.   CLOSING DOCUMENTS.

                   (a) At Closing,  upon payment of the Purchase  Price,  Seller
 shall   execute  and  deliver  to  the   closing   officer  or  title   company
 representative a special  warranty deed, with covenants of further  assurances,
 in the form attached hereto as Exhibit B and incorporated  herein by reference,
 conveying  fee  simple  title to the  Property  to Buyer  free and clear of all
 liens, encumbrances, leases, easements, covenants, conditions, restrictions and
 other title exceptions other than the Permitted Property Exceptions.

                   (b) On the Closing Date, Buyer shall execute, acknowledge and
 deliver  all   additional   documents  that  may  reasonably  be  necessary  or
 appropriate to carry out the provisions hereof.

              11.  OPERATIONS  PENDING CLOSING.  From and after the dates listed
  below, the parties shall perform as follows:

                   (a) From and after the Effective Date,  Seller shall promptly
 furnish to Buyer  copies of any and all notices or  communications  that Seller
 receives from (i) any  governmental  or quasi  -governmental  entities,  or any
 other  body  having  jurisdiction  with  respect  to the use and  occupancy  or
 physical   condition  of  the  Property,   and/or  (ii)  any  other  notice  or
 communication relating to the Property.

                   (b) From and after the Effective Date,  Seller shall promptly
 furnish to Buyer  written  notice of any event or condition  that causes or may
 tend to cause a change in the facts relating to, or the accuracy,  completeness
 or truth of, any of the representations,  warranties,  covenants, or any of the
 information provided herein.

                   (c) From and after the  Effective  Date,  neither  Seller nor
 Seller's agents,  affiliates or employees shall sell, offer for sale.,  pen-nit
 the use of,  negotiate with respect to, or otherwise deal in the sale, lease or
 other transfer of the Property or any interest therein.

             12. BROKERAGE. Each party represents and warrants to the other that
 it has dealt with no agent, broker or finder in connection with this Agreement,
 and each party shall  indemnify,  defend and save  harmless  the other from and
 against any loss,  cost,  damage or expense  (including  reasonable  attorneys'
 fees) arising from a breach of such representation or warranty.

             13. NOTICES. All notices hereunder shall be in writing and shall be
 (i)  delivered  via  commercial  messenger  delivery  service  with same day or
 overnight  receipted  delivery,  or (ii) mailed,  registered or certified  U.S.
 mail,  return  receipt  requested,  first class postage  prepaid,  and shall be
 addressed as follows:

<PAGE>

              If to Seller:    Henderson's Wharf Baltimore L.P.
                               c/o Gunn Financial, Inc.
                               45 Broad Street
                               Boston, MA 02109
                               ATTN: Charles Intravaia
                               Telecopy No. (617) 338-6164

              With a copy to:  Richard Rubin, Esquire
                               Neuberger, Quinn, Gielen,Rubin & Gibber, P.A.
                           Commerce Place, 27th Floor
                               One South Street
                         Baltimore, Maryland 21202-3201
                           Telecopy No. (410) 332-8594

             If to Buyer:      Richard Sassi
                               10 East Lee Street
                               Unit 1509
                            Baltimore, Maryland 21202
                           Telecopy No. (410)342-3155.

             With a copy to    Bruce D. Brown, Esquire
                               Siskind, Grady, Rosen & Hoover, P.A.
                               Jefferson Building
                               Two East Fayette Street
                               Baltimore, Maryland 21202
                               Telecopy No. (410) 332-0269

 Notices that are delivered by commercial  messenger  shall be deemed  effective
 upon delivery to the commercial messenger.  Notices that are sent by registered
 or certified  mail shall be deemed  delivered and effective the day the same is
 deposited  in the U.S.  mails.  Each party may change its  address or  telecopy
 number by giving  written notice as provided  above.  All notices shall also be
 sent via  telecopy to the number set forth above on the same day as such notice
 is deposited with the messenger or U.S. Post Office.

             14.  RESALE  NOTICE.  SELLER IS REQUIRED BY LAW TO FURNISH TO BUYER
 NOT LATER THAN  FIFTEEN  (15) DAYS  PRIOR TO THE  CLOSING  CERTAIN  INFORMATION
 CONCERNING  THE  CONDOMINIUM  WHICH IS  DESCRIBED  IN ss.11-135 OF THE MARYLAND
 CONDOMINIUM ACT. THIS INFORMATION MUST INCLUDE AT LEAST THE FOLLOWING:

                   (I)  A COPY OF THE DECLARATION (OTHER THAN THE
  PLATS);

<PAGE>

                    (II)  A COPY OF THE BYLAWS;

                    (III) A COPY OF THE RULES AND REGULATIONS OF THE
  CONDOMINIUM;

                    (IV)  A CERTIFICATE CONTAINING:

                         (1)   A STATEMENT DISCLOSING THE EFFECT ON
 THE PROPOSED  CONVEYANCE OF ANY RIGHT OF FIRST  REFUSAL OR OTHER  RESTRAINT ON
 THE FREE  ALIENABILITY  OF THE UNIT,  OTHER THAN ANY RESTRAINT  CREATED BY THE
 UNIT OWNER;

                         (2)   A STATEMENT OF THE AMOUNT OF THE
 MONTHLY  COMMON  EXPENSE  ASSESSMENT AND ANY UNPAID COMMON EXPENSE OR SPECIAL
 ASSESSMENT CURRENTLY DUE AND PAYABLE FROM THE SELLING UNIT OWNER;

                         (3)   A STATEMENT OF ANY OTHER FEES PAYABLE
  BY THE UNIT OWNERS TO THE COUNCIL OF UNIT OWNERS;

                         (4)   A STATEMENT OF ANY CAPITAL EXPENDITURES
 APPROVED BY THE COUNCIL OF UNIT OWNERS OR ITS AUTHORIZED  DESIGNEE  PLANNED AT
 THE TIME OF THE  CONVEYANCE  WHICH ARE NOT REFLECTED IN THE CURRENT  OPERATING
 BUDGET INCLUDED IN THE CERTIFICATE;

                         (5)   THE MOST RECENTLY PREPARED BALANCE
 SHEET AND INCOME AND EXPENSE STATEMENT, IF ANY, OF THE CONDOMINIUM;

                         (6)   THE CURRENT OPERATING BUDGET OF THE
 CONDOMINIUM,  INCLUDING DETAILS  CONCERNING THE AMOUNT OF THE RESERVE FUND FOR
 REPAIR AND  REPLACEMENT  OF ITS INTENDED USE, OR A STATEMENT  THAT THERE IS NO
 RESERVE FUND;

                         (7)   A STATEMENT OF ANY JUDGMENTS AGAINST
 THE  CONDOMINIUM  AND THE EXISTENCE OF ANY PENDING SUITS TO WHICH THE COUNCIL
 OF UNIT OWNERS IS A PARTY;

                         (8)   A STATEMENT GENERALLY DESCRIBING ANY
 INSURANCE  POLICIES  PROVIDED FOR THE BENEFIT OF THE UNIT OWNERS, A NOTICE THAT
 THE POLICIES ARE  AVAILABLE FOR  INSPECTION  STATING THE LOCATION AT WHICH THEY
 ARE  AVAILABLE,  AND A NOTICE  THAT THE TERMS OF THE  POLICY  PREVAIL  OVER THE
 GENERAL DESCRIPTION;

<PAGE>
                         (9)  A  STATEMENT  AS TO  WHETHER  THE  COUNCIL OF UNIT
 OWNERS HAS KNOWLEDGE  THAT ANY  ALTERATION OR IMPROVEMENT TO THE UNIT OR TO THE
 LIMITED  COMMON  ELEMENTS  ASSIGNED TO THE UNIT  VIOLATES ANY  PROVISION OF THE
 DECLARATION, BYLAWS, OR RULES OR REGULATIONS;

                         (10) A  STATEMENT  AS TO  WHETHER  THE  COUNCIL OF UNIT
 OWNERS HAS  KNOWLEDGE  OF ANY  VIOLATION  OF THE HEALTH OR BUILDING  CODES WITH
 RESPECT TO THE UNIT, THE LIMITED COMMON  ELEMENTS  ASSIGNED TO THE UNIT, OR ANY
 OTHER PORTION OF THE CONDOMINIUM;

                         (11)  A  STATEMENT  OF  THE   REMAINING   TERM  OF  ANY
 LEASEHOLD  ESTATE  AFFECTING THE CONDOMINIUM  AND THE PROVISIONS  GOVERNING ANY
 EXTENSION OR RENEWAL OF IT; AND

                         (12)  A  DESCRIPTION  OF  ANY  RECREATIONAL  OR  OTHER
 FACILITIES WHICH ARE TO BF USED BY THE UNIT OWNERS OR MAINTAINED BY THEM OR THE
 COUNCIL OF UNIT  OWNERS,  AND A STATEMENT AS TO WHETHER OR NOT THEY ARE TO BE A
 PART OF THE COMMON ELEMENTS; AND

                   (V) A  STATEMENT  BY THE UNIT  OWNER AS TO  WHETHER  THF UNIT
 OWNER HAS KNOWLEDGE:

                         (1) THAT ANY  ALTERATION TO THE UNIT OR TO THE LIMITED
 COMMON   ELEMENTS   ASSIGNED  TO  THE  UNIT  VIOLATES  ANY  PROVISION  OF  THE
 DECLARATION, BYLAWS, OR RULES AND REGULATIONS;

                         (2) OF ANY  VIOLATION OF THE HEALTH OR BUILDING  CODES
 WITH  RESPECT  TO THE UNIT OR THE  LIMITED  COMMON  ELEMENTS  ASSIGNED  TO THE
 UNIT; AND

                         (3) THAT  THE  UNIT IS  SUBJECT  TO AN  EXTENDED  LEASE
 UNDER ss.11-137 OF THE MARYLAND  CONDOMINIUM ACT OR UNDER LOCAL LAW, AND IF SO,
 A COPY OF THE LEASE MUST BE PROVIDED.

             BUYER WILL HAVE THE RIGHT TO CANCEL THIS AGREEMENT WITHOUT PENALTY,
 AT ANY TIME WITHIN  SEVEN (7) DAYS  FOLLOWING  DELIVERY TO BUYER OF ALL OF THIS
 INFORMATION. HOWEVER, AFTER THE CLOSING, BUYER'S RIGHT TO CANCEL THIS AGREEMENT
 IS TERMINATED.

              15. DISCLOSURE/DISCLAIMER  STATEMENT. Attached hereto as Exhibit C
  and  incorporated  herein by reference is a notice to Buyer  advising Buyer of
  Buyer's rights

<PAGE>

  under  ss.  10-702  of the Real  Property  Article  of the  Annotated  Code of
  Maryland.  Buyer  acknowledges  receipt of, and has  executed,  a copy of such
  notice.  Pursuant to the provisions of ss.10-702 of the Real Property  Article
  of the Annotated  Code of Maryland,  Seller has delivered to Buyer the written
  residential  property  disclaimer  statement  on the form  attached  hereto as
  Exhibit D and incorporated herein by reference.

              16.  CERTIFICATE OF NON-FOREIGN  STATUS. At Closing,  Seller shall
  provide  Buyer  with  either  (i) an  certificate  of  non-foreign  status  in
  substantially  the form  attached  hereto as Exhibit E, stating that Seller is
  not a foreign  person (as that term is defined in Section 1445 of the Internal
  Revenue  Code) and providing  Seller's tax  identification  number;  or (ii) a
  "Qualifying Statement" as such term is defined by Section 1445 of the Internal
  Revenue Code.

              17.  MISCELLANEOUS PROVISIONS.

                   (a) This  Agreement  contains  the  sole,  final  and  entire
 agreement between the parties and is intended to be an integration of all prior
 and  contemporaneous  agreements,   conditions  and  undertakings  between  the
 parties.  There  are  no  promises,   agreements,   conditions,   undertakings,
 warranties or representations, oral or written, express or implied, between the
 parties other than as herein set forth.

                   (b)  This  Agreement  may  be  amended  by  and  only  by  an
 instrument executed and delivered by Seller and Buyer.

                   (c) This Agreement and all of the provisions  hereof shall be
 binding upon and shall inure to the benefit of the parties and their respective
 heirs, devisees, legatees, legal representatives, successors and assigns.

                   (d) This  Agreement  hall be  governed  by and  construed  in
 accordance with the laws of the State of Maryland.

                   (e) All  provisions  hereof shall  survive the Closing  Date,
 unless otherwise provided herein.

                   (f) Each of the parties  agrees to execute  and deliver  upon
 reasonable demand of the other any document or instrument that such other party
 reasonably  deems  necessary or desirable to evidence or accomplish  the rights
 herein conferred or to implement or consummate the purposes and intent hereof.

                   (g) Time is of the essence.

                   (h)  No   determination   by  any  court,   governmental   or
 administrative  entity or otherwise that any provision of this Agreement or any
 amendment  hereof is invalid or  unenforceable in any instance shall affect the
 validity or enforceability of (a) any other such

<PAGE>

  provision,  or (b) such provision in any  circumstance  not controlled by such
  determination.  Each  such  provision  shall be valid and  enforceable  to the
  fullest extent allowed by, and shall be construed  wherever  possible as being
  consistent with, applicable law.

                   (i)  This   Agreement   may  be   executed  in  one  or  more
  counterparts,  each of which shall be deemed an original and all of which when
  taken together shall constitute one and the same document.  This Agreement may
  be delivered by facsimile  transmission  of an originally  executed copy to be
  followed by immediate delivery of the original of such executed copy.

                   (j) The  following  exhibits are attached to, and made a part
                   of, this
 Agreement:


                         A - Permitted Property Exceptions

                         B - Form of Deed

                    C - Notice to Buyer - Property Disclosure

                         D - Property Disclaimer Statement

                      E - Certificate of Non-Foreign Status

             IN WITNESS  WHEREOF,  the parties  hereto have duly  executed  this
 Agreement under seal on the date first above written.

 WITNESS/ATTEST:                  SELLER:

                                                                          (SEAL)
                                  Richard Sassi

 WITNESS:                         BUYER:

                                  HENDERSON'S WHARF BALTIMORE L.P.

                                  By: Henderson's Wharf Development
                                      Corporation, General Partner

                                      By:                                (SEAL)
                                      Name:
                                      Title:
<PAGE>

                                            EXHIBIT A TO
                                   AGREEMENT OF SALE AND PURCHASE

                                   PERMITTED PROPERTY EXCEPTIONS

<PAGE>

                                   SCHEDULE B
                            EXCEPTIONS FROM COVERAGE
                                   Policy No.

                                                           File No.1980348




  1 . Taxes  payable On an annual  basis have been paid  through the fiscal year
  ending June 30, 1999, and other public charges  (including  assessments by any
  County,  Municipality,  Metropolitan  District  or  Commission)  payable on an
  annual  basis have been paid through the year ending  December 31, 1998.  This
  policy does not insure  against the  balance of any public  charges  including
  assessments   by  any   County,   Municipality,   Metropolitan   District   or
  Commission)payable  on an annual basis  subsequent to the year ending December
  31, 1998. Nor does this policy insure against possible future tax levies,  nor
  against  possible public charges as defined above that have not been levied or
  assessed,  which future  taxes,  charges and  assessments  are not now due and
  payable.

  3. Declaration of The Residences and Inn at Henderson's  Wharf, a condominium,
  by Carley  Capital  Group dated  August 30, 1988 and  recorded  among the Land
  Records of  BaltimoreCity  in Liber SEB no. 1821,  folio 20, as amended by the
  following:
       a)    Amendment to Declaration dated April 3, 1989 and recorded among the
             aforesaid Land Records in Liber SEB No. 2081, folio 329;
       b)    Second Amendment to Declaration dated July 31,   1990 and
             recorded among the aforesaid Land Records        in Liber SEB
             No. 2563, folio 230; and
       c)   Third Amendment to Declaration  dated December 14, 1992 and recorded
            among the aforesaid Land Records in Liber SEB No. 3578, folio 030.

4. Amended and Restated  Henderson's Wharf  Disposition  Agreement dated October
10, 1984 and recorded  among the Land Records of Baltimore City in Liber SEB No.
335,  folio  062,  as  amended  by  First  Amendment  to  Amended  and  Restated
Henderson's Wharf  Disposition  agreement dated July 31, 1990 and recorded among
he aforesaid Land Records in Liber SEB No. 2563, folio 264.

<PAGE>

                        CONTINUATION OF SCHEDULE B PART I
                                File No. 1951576

  5.  Building  Perimeter  Easement  and  Connecting  Easement   established  by
  Pedestrian  Promenade  Easement  Agreement dated October 19, 1984 and recorded
  among the Land Records of Baltimore  City in Liber SEB no. 335,  folio 204, by
  and between Carley  Capital Group and Mayor and City Council of Baltimore,  as
  amended by the following:
        a)   Amendment of Pedestrian Promenade Easement Agreement dated April 6,
             1987 and recorded among the aforesaid Land Records in Liber SEB No.
             1308, folio 589; and
        b)   Second Amendment t o Pedestrian  Promenade Easement Agreement dated
             July 31, 1990 and  recorded  among the  aforesaid  Land  Records in
             Liber SEB No. 2563, folio 241;

6.     Easement to the benefit of the Marina Owner over the  Building  Perimeter
       Easement and  Commercial  Courtyard  Area, as  established  by Reciprocal
       Easement  Agreement  dated  August 31, 1988 and  recorded  among the Land
       Records  of  Baltimore  City in Liber SEB No.  1824,  folio  162,  by and
       between  Carley  Capital  Group  and The  Council  of Unit  Owners of The
       Residences and Inn at Henderson's Wharf, a Condominium,  Incorporated, as
       amended by:
(a)     Amended to Reciprocal Easement Agreement dated July 31, 1990 and
             recorded
             among the aforesaid Land Records in Liber SEB No. 2822, folio
        477; and
        (b) Second Amendment to Reciprocal Easement Agreement dated February 27,
        1996 and recorded  among the  aforesaid  Land Records in Liber SEB 5395,
        folio 91.

 7. Terms,  conditions,  easements,  restrictions and other criteria as shown on
 the Plats entitled "The  Residences at Henderson's  Wharf, a  Condominium",  as
 follows:
(a)   Sheets 1 of 11 through 11 of 11 dated August, 1988 and recorded as
             Condominium Plat SEB No. 232; and
        (b) Sheets 1 of 11 through 11 of 11 dated  September,  1988 and  revised
            December 14, 1992 and recorded as Condominium Plat SEB No. 298.

<PAGE>


                                            EXHIBIT B TO
                                   AGREEMENT OF SALE AND PURCHASE

                                                DEED
<PAGE>


                                      DEED

              THIS DEED ("Deed") is made on this  day of             1 1998,
              from
  RICHARD SASSI  ("Grantor") to  HENDERSON'S  WHARF  BALTIMORE  L.P., a Delaware
  limited partnership ("Grantee").

             The Grantor for a consideration of One Hundred Ten Thousand Dollars
 ($110,000.00)  grants,  conveys and assigns to the Grantee,  its successors and
 assigns, in fee simple, the real property located in Baltimore City,  Maryland,
 and described as follows:

             Condominium  Unit No.  402  ("Unit")  and  Parking  Unit  No.  P-61
 ("Parking   Unit")  in  THE  RESIDENCES   AND  INN  AT  HENDERSON'S   WHARF,  A
 CONDOMINIUM  ("Condominium"),  a condominium  established  under the provisions
 of Title I I of the Real  Property  Article of the  Annotated  Code of Maryland
 (1988  Replacement  Volume  as  amended)  by  the  operation  and  effect  of a
 Declaration  dated  August 30,  1988,  and  recorded  among the Land Records of
 Baltimore  City (the "Land  Records")  at Liber S.E.B.  No. 1821,  page 20, et.
 seq., made by Carley Capital Group  (hereinafter  together wit', any amendments
 thereto,  referred to as the "Declaration"),  all as the Unit, the Parking Unit
 and the  Condominium  are  defined  in the  Declaration  and are shown on those
 certain  plats   entitled   "Condominium   Plat,  The  Residences  and  Ian  at
 Henderson's Wharf, a Condominium,"  dated August,  1988, and recorded among the
 Plat  Records of  Baltimore  City at  Condominium  Plat Record Book S.E.B.  No.
 232,  Sheets I through 11. as amended  (all of which plats,  together  with any
 supplements   thereto,   are  hereinafter   referred  to  collectively  as  the
 "Condominium Plats").

 The  improvements  thereon  being  known as 1000 Fell  Street,  Unit No.  402,
 along  with  Parking  Unit  No.  P-61  are  hereinafter  referred  to  as  the
 "Property"; and

             Being the same  property  described  in a Deed from Carley  Capital
 Group to Grantor dated September 6, 1988 and recorded among the Land Records in
 Liber 1856, folio 239.

             TOGETHER WITH all improvements  contained in the Property,  and all
 appurtenances  and  advantages  thereunto  pertaining,  including  an undivided
 percentage interest in the common elements,  common expenses and common profits
 in the condominium  regime as set forth in the Declaration,  the Bylaws and the
 Condominium Plats.

             TO HAVE AND TO HOLD the property  hereby  conveyed to Grantee,  its
 successors and assigns, in fee simple, forever.

             The Grantor hereby covenants that it has not done or suffered to be
 done any act.  matter or thing  whatsoever  to  encumber  the  property  hereby
 conveyed-, that it will warrant specially the property hereby; and that it will
 execute such further assurances of the same as may be requisite.

<PAGE>

              IN WITNESS WHEREOF,  the Grantor has executed this Deed under seal
  on the date first above written.

  WITNESS:                     GRANTOR:

                                                                          (SEAL)
                                  Richard Sassi


 STATE OF MARYLAND
 )
                               ) to wit:
 COUNTY OF
 )

             I  HEREBY  CERTIFY  that on this  day of -1 1998,  before  me.  the
 subscriber,  a Notary  Public of the  State of  Maryland,  personally  appeared
 RICHARD SASSI.  known to me (or  satisfactorily  proven) to be the person whose
 name is  subscribed  to the  within  instrument,  and he  acknowledged  that he
 executed the foregoing instrument for the purposes therein contained.

             IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.




                                          Notary Public

 My Commission Expires:

<PAGE>

                                   CERTIFICATE

              THE UNDERSIGNED, AN ATTORNEY ADMITTED TO PRACTICE BEFORE THE
  COURT OF APPEALS OF MARYLAND, HEREBY CERTIFIES THAT THE ABOVE INSTRUMENT
  WAS PREPARED BY ME OR UNDER MY SUPERVISION.




                                Susan M. Wilkins,
                                    Attorney


 MR./MS. CLERK: AFTER THIS DEED OF EXCHANGE HAS BEEN RECORDED, PLEASE RETURN 
 TO:

                         Susan M. Wilkins, Esq.
                         Neuberger, Quinn, Gielen, Rubin
                           & Gibber, P.A.
                         Commerce Place, 27th Floor
                         One South Street
                         Baltimore, Maryland 21202-3201

<PAGE>

                                           EXHIBIT C TO
                                  AGREEMENT OF SALE AND PURCHASE

                               NOTICE TO BUYER-PROPERTY DISCLOSURE

<PAGE>

                        NOTICE TO BUYER OF BUYER'S RIGHT
                     UNDER MARYLAND'S PROPERTY DISCLOSURE LAW

 NOTE:  This  Notice does not apply to: (1) The  initial  sale of single  family
 residential real property;  (2) a transfer that is exempt from the transfer tax
 under ss. 13-207 of the Tax-Property Article, except land installment contracts
 of sale  under ss. 13 -207(l 1) of the  Tax-Property  Article  and  options  to
 purchase real property under ss. 13 -207(12) of the Tax-Property Article; (3) a
 sale by a lender  acquiring the real property by foreclosure or deed in lieu of
 foreclosure;  (4) a sheriffs sale, tax sale, or sale by foreclosure,  partition
 or by court appointed  trustee;  (5) a transfer by a fiduciary in the course of
 the administration of a decedent's estate,  guardianship,  conservatorship,  or
 trust;  or (6) a transfer  of single  family  residential  real  property to be
 converted  by  the  buyer  into  a use  other  than  residential  use  or to be
 demolished.

       SECTION  10-702 OF THE REAL  PROPERTY  ARTICLE OF THE  ANNOTATED  CODE OF
 MARYLAND  ("SECTION 10-702") REQUIRES THAT SELLERS OF SINGLE FAMILY RESIDENTIAL
 PROPERTY PROVIDE YOU, THE BUYER, ON OR BEFORE ENTERING INTO A CONTRACT OF SALE,
 EITHER:

       (A) A  WRITTEN  PROPERTY  CONDITION  DISCLOSURE  STATEMENT  LISTING  ALL
 DEFECTS OR  INFORMATION  OF WHICH THE SELLER HAS ACTUAL  KNOWLEDGE IN RELATION
 TO THE FOLLOWING:

             (I)         WATER AND SEWER SYSTEMS, INCLUDING THE SOURCE
             OF HOUSEHOLD WATER, WATER TREATMENT SYSTEMS, AND
             SPRINKLER SYSTEMS;

             (II)        INSULATION;

             (III)       STRUCTURAL SYSTEMS, INCLUDING THE ROOF. WALLS.
             FLOORS, FOUNDATION, AND ANY BASEMENT;

             (IV)        PLUMBING, ELECTRICAL. HEATING, AND AIR
             CONDITIONING SYSTEMS;

             (V)         INFESTATION OF WOOD-DESTROYING INSECTS;

             (VI)        LAND USE MATTERS;

             (VII)       HAZARDOUS OR REGULATED MATERIALS, INCLUDING
             ASBESTOS,   LEAD-BASED PAINT, RADON, UNDERGROUND STORAGE
             TANKS, AND LICENSED LANDFILLS; AND

<PAGE>

              (VIII)      ANY OTHER MATERIAL DEFECTS KNOWN TO THE
              SELLER;OR

        (B)   A WRITTEN DISCLAIMER STATEMENT PROVIDING THAT:

              (I)        THE SELLER MAKES NO REPRESENTATIONS OR
              WARRANTIES AS TO THE CONDITION OF THE REAL PROPERTY OR
              ANY IMPROVEMENTS ON THE REAL PROPERTY; AND

             (II)        THE BUYER WILL BE RECEIVING THE REAL PROPERTY
             "AS IS", WITH ALL DEFECTS THAT MAY EXIST, EXCEPT AS OTHERWISE
             PROVIDED IN THE CONTRACT OF SALE.

       AT THE TIME THE  DISCLOSURE OR DISCLAIMER  STATEMENT IS DELIVERED TO YOU,
 YOU ARE REQUIRED TO DATE AND SIGN A WRITTEN  ACKNOWLEDGEMENT OF RECEIPT,  WHICH
 SHALL BE INCLUDED IN OR ATTACHED TO THE CONTRACT OF SALE.

       YOU ARE HEREBY  NOTIFIED  THAT,  IN CERTAIN  CIRCUMSTANCES.  YOU HAVE THE
 RIGHT TO RESCIND  YOUR  CONTRACT OF SALE WITH THE SELLER IF THE SELLER FAILS TO
 DELIVER TO YOU THE WRITTEN PROPERTY  CONDITION  DISCLOSURE  STATEMENT.  SECTION
 10-702  PROVIDES THAT A BUYER WHO DOES NOT RECEIVE THE DISCLOSURE  STATEMENT ON
 OR BEFORE ENTERING INTO THE CONTRACT OF SALE HAS THE UNCONDITIONAL  RIGHT, UPON
 WRITTEN NOTICE TO THE SELLER OR SELLER'S AGENT:

             (I) TO RESCIND THE  CONTRACT OF SALE AT ANY TIME BEFORE THE RECEIPT
             OF THE DISCLOSURE  STATEMENT OR WITHIN 5 DAYS FOLLOWING  RECEIPT OF
             THE DISCLOSURE STATEMENT; AND

             (II) TO THE IMMEDIATE RETURN OF ANY DEPOSITS MADE ON ACCOUNT OF THE
             CONTRACT.

 IF THE  DISCLOSURE  STATEMENT  IS DELIVERED TO YOU LATER THAN 3) DAYS AFTER THE
 SELLER  ENTERS INTO A CONTRACT  OF SALE WITH YOU.  THE  CONTRACT IS VOID.  YOUR
 RIGHT TO RESCIND THE CONTRACT OF SALE UNDER  SECTION  10-702  TERMINATES IF NOT
 EXERCISED BEFORE MAKING A WRITTEN  APPLICATION TO A LENDER FOR A MORTGAGE LOAN,
 IF THE LENDER  DISCLOSES IN WRITING AT OR BEFORE THE TIME  APPLICATION  IS MADE
 THAT THE RIGHT TO RESCIND TERMINATES ON SUBMISSION OF THE APPLICATION.

       YOUR RIGHTS AS A BUYER UNDER SECTION 10-702 MAY NOT BE WAIVED IN
  THE CONTRACT OF SALE AND ANY ATTEMPTED WAIVER IS VOID. YOUR RIGHTS

<PAGE>

  AS THE BUYER TO  TERMINATE  THE  CONTRACT  UNDER  SECTION  10-702  ARE  WAIVED
  CONCLUSIVELY IF NOT EXERCISED BEFORE:

              (I)        CLOSING OR OCCUPANCY BY YOU, WHICHEVER OCCURS
              FIRST, IN THE EVENT OF A SALE; OR

             (II)        OCCUPANCY, IN THE EVENT OF A LEASE WITH OPTION
             TO PURCHASE.

 THE INFORMATION CONTAINED IN THE PROPERTY CONDITION DISCLOSURE STATEMENT IS THE
 REPRESENTATION  OF THE SELLER  AND NOT THE  REPRESENTATION  OF THE REAL  ESTATE
 BROKER OR  SALESPERSON,  IF ANY.  THE SELLER IS NOT  REQUIRED TO  UNDERTAKE  OR
 PROVIDE AN INDEPENDENT  INVESTIGATION OR INSPECTION OF THE PROPERTY IN ORDER TO
 MAKE THE DISCLOSURES  REQUIRED BY SECTION 10-702.  THE SELLER IS NOT LIABLE FOR
 AN ERROR,  INACCURACY  OR OMISSION IN THE  DISCLOSURE  STATEMENT  IF THE ERROR,
 INACCURACY,  OR  OMISSION  WAS BASED UPON  INFORMATION  THAT WAS NOT WITHIN THE
 ACTUAL KNOWLEDGE OF THE SELLER. OR WAS PROVIDED TO THE SELLER BY A THIRD PARTY.

       YOU HAVE THE RIGHT TO OBTAIN  PROFESSIONAL  ADVICE  ABOUT THE PROPERTY OR
 OBTAIN AN INSPECTION OF THE PROPERTY.

       THE UNDERSIGNED BUYER(S) ACKNOWLEDGES RECEIPT OF THIS NOTICE ON
 THE DATE INDICATED BELOW.
 WITNESS:                                 HENDERSON'S WHARF
                                          BALTIMORE L.P.
                                          By: Henderson's Wharf
                                              Development Corp
                                              General Partner
                                       By:
                                      Name:
                                     Title:
                                      Date:

<PAGE>

                                           EXHIBIT D TO
                                   AGREEMENT OF SALE AND PURCHASE

                                    PROPERTY DISCLAIMER STATEMENT

<PAGE>

   MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

                      NOTICE TO SELLER AND BUYER

 Section ss. 10-702 of the Real Property  Article,  Annotated  Code of Maryland,
 requires the owner of certain residential real property to furnish to the BUYER
 either (a) a RESIDENTIAL  PROPERTY DISCLAIMER  STATEMENT stating that the owner
 is selling the property "as is" and makes no  representations  or warranties as
 to the  condition of the  property or any  improvements  on the real  property,
 except as  otherwise  provided in the  contract of sale,  or (b) a  RESIDENTIAL
 PROPERTY DISCLOSURE STATEMENT disclosing defects or other information about the
 condition of the real property  actually known by the owner.  Certain transfers
 of residential  property are excluded from this requirement (see the exemptions
 listed below).

  MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

 NOTICE TO OWNER(S):  Sign this statement only if you elect to sell the property
 without  representations  and  warranties  as  to  its  condition',  except  as
 otherwise  provided in the contract of sale;  otherwise,  complete and sign the
 RESIDENTIAL PROPERTY DISCLOSURE STATFMENT.

  Property Address:1000 Fell Street, Condominium Unit No. 402, along
  with
  Parking Unit No. P-6 1.

 Legal  Description:  Condominium  Unit No. 402 and Parking Unit No. P-61 in THE
 RESIDENCES  AND  INN  AT  HENDERSON'S  WHARF,  A  CONDOMINIUM,  as  established
 pursuant to a Declaration  dated August 30, 1988,  and recorded  among the Land
 Records of Baltimore City (the "Land  Records") at Liber S.E.B.  No. 1821, page
 20, as amended by  Amendment  to  Declaration  dated April 3, 1989 and recorded
 among the Land  Records at Liber  S.E.B.  No.  2081,  folio 329, and as further
 amended by Second  Amendment to  Declaration  dated July 31, 1990, and recorded
 among the Land  Records at Liber  S.E.B.  No.  2563,  folio 230, and as further
 amended by Third  Amendment to  Declaration  dated as of December 14, 1992, and
 recorded  among  the  Land  Records  at Liber  S.E.B.  No.  3578,  folio 30 (as
 amended,  the  "Declaration").  and the Bylaws attached thereto (the "Bylaws"),
 and  as  shown  on  those  certain  plats  entitled   "Condominium   Plat,  The
 Residences and Inn at Henderson's  Wharf, a Condominium,"  dated August,  1988,
 and  recorded  among the Plat  Records of Baltimore  City at  Condominium  Plat
 Record Book  S.E.B.  No.  232,  Sheets I through 11, as amended by  condominium
 plats  dated  December  14,  1992,  and  recorded  among  the Plat  Records  of
 Baltimore City at Condominium  Plat Record Book S.E.B.  298, Sheets I through I
 I (as amended, the "Condominium Plats").

<PAGE>

  The  undersigned  owner(s)  of the  real  property  described  above  make  no
  representations  or warranties as to the condition of the real property or any
  improvements  thereon,  and the BUYER will be receiving  the real property "as
  is",  with all defects  which may exist,  except as otherwise  provided in the
  real estate  contract  of sale.  The  owner(s)  acknowledge  having  carefully
  examined this statement and further  acknowledge  that they have been informed
  of their rights and obligations  under Section ss. 10-702 of the Maryland Real
  Property Article.

  SELLER:                                                       (SEAL)
                                  Richard Sassi

                                  Date:


 The BUYER(s)  acknowledge  receipt of a copy of this  disclaimer  statement and
 further  acknowledge  that he has been  informed of his rights and  obligations
 under Section ss. 10-702 of the Maryland Real Property Article.

 BUYER:                        HENDERSON'S WHARF BALTIMORE L.P.

                        By: Henderson's Wharf Development
                                  Corporation, General Partner

 Date:                         By:
                                      Name:
                                      Title:

       MARYLAND RESIDENTIAL FROPERTY DISCLOSURE ACT

 10-702. Exemptions. - The following are specifically excluded from the
 provisions of Section 10-702:

  1.   The initial sale of single family Residential
  Real Property;

     2. A transfer that is exempt from the transfer tax under ss. 13 -207 of the
Tax-Property   Article,   except  land  installment   contracts  of  sale  under
ss.13-207(11) of the Tax-Property  Article except hand installment  Contracts of
Sale under ss. 1 3-207(l 1) of the Tax Property  Article and options to purchase
real property under ss.13-207(12) of the Tax-Property Article;

  3. A sale by a lender  acquiring the Real Property by  foreclosure  or deed in
lieu of foreclosure;

<PAGE>


  4. A sheriffs sale, tax sale, or sale by foreclosure,  partition,  or by court
  appointed trustee;

  5. A  transfer  by a  fiduciary  in the  course  of  the  administration  of a
  decedent's estate, guardianship, conservatorship, or trust; or

 6. A transfer of single family Residential Real Property to be converted by the
 Buyer into a use other than residential use or to be demolished.

<PAGE>

                                  EXHIBIT E TO
                     AGREEMENT OF SALE AND PURCHASE

                     PROPERTY DISCLAIMER STATEMENT

<PAGE>


                   CERTIFICATION OF NON-FOREIGN STATUS

       Section 1445 of the  Internal  Revenue  Code  provides  that a transferee
 (buyer) of a U.S.  real property  interest must withhold tax if the  transferor
 (seller) is a foreign person.  To inform the transferee that withholding of tax
 is not required  upon the  undersigned's  disposition  of a U.S.  real property
 interest, the undersigned does hereby certify the following:

        I . The  undersigned  is not a  nonresident  alien for  purposes of U.S.
        income taxation.

       2.    The undersigned's U.S. taxpayer identifying
       number is

       3. The undersigned's address is:

       The undersigned does understand that this  certification may be disclosed
 to the Internal  Revenue Service by the transferee and that any false statement
 made here could be punished by fine, imprisonment, or both.

       Under penalties of perjury,  the undersigned does hereby declare that the
 undersigned  has  examined  this   certification   and,  to  the  best  of  the
 undersigned's knowledge and belief, it is true, correct, and complete.

 Dated:                  , 1998





                               By:
                                  Richard Sassi


                               MUTUAL RELEASE

     THIS MUTUAL RELEASE  ("Release") made this 3RD day of November 1998, by and
between  The  COUNCIL OF UNIT OWNERS OF THE  RESIDENCES  AND INN AT  HENDERSON'S
WHARF, a Condominium,  Incorporated (the "Council"), HENDERSON'S WHARF BALTIMORE
L.P., a Delaware limited partnership ("HWLP"),  CLAREMONT MANAGEMENT CORPORATION
("Claremont"),  MCKENNA MANAGEMENT ASSOCIATES, INC. ("McKenna"),  CREDIT SERVICE
INTERNATIONAL BALTIMORE, INC. ("CSI"), TERENCE P. SULLIVAN ("Sullivan"), CHARLES
M. MORAN, JR.  ("Moran"),  CHARLES S. INTRAVAIA  ("Intravaia"),  BRIAN M. KRASON
("Krason")  and  JOSEPH  V.  BRADY  ("Brady")  (Claremont,   McKenna,  Sullivan,
Intravaia, Krason and Brady are sometimes collectively referred to herein as the
"Third Party Defendants") and RICHARD SASSI, a Maryland resident ("Sassi").

                           EXPLANATORY STATEMENT

             The  Council  is the  council of unit  owners  for the  residential
 condominium  known as The Residences and Inn at Henderson's  Wharf,  located at
 the  foot  of Fell  Street  in  Fells  Point,  Baltimore  City,  Maryland  (the
 "Condominium").  HWLP operates and manages the Condominium.  Sassi is the owner
 of  Condominium  Unit No.  402 and  Parking  Unit No.  P-61 in the  Condominium
 (collectively, the "Unit").

             The Council and HWLP filed a legal action against  Sassi,  known as
 The Council of Unit Owners of the Residences  and Inn at  Henderson's  Wharf, A
 Condominium,  Incorporated  and Henderson's  Wharf  Baltimore,  L.P. v. Richard
 Sassi, Civil Case No. 97-154-052-CC-2921, which is pending in the Circuit Court
 of Maryland for Baltimore  City  ("Lawsuit").  In the Lawsuit,  the Council and
 HWLP  assert  claims  against  Sassi for  delinquent  condominium  charges  and
 assessments   and  nuisance  (all  of  the  Council's  and  HWLP's  claims  are
 hereinafter sometimes collectively referred to as the "Condominium's Claims").

     Sassi filed a (i) counterclaim in the Lawsuit against the Council and HWLP,
as applicable,  for violations of Fair Debt Collection  Practices Act, breach of
contract,  deceit and trespass (all of such claims being sometimes  collectively
referred to herein as the "Counterclaim"); and (ii) third party complaint in the
Lawsuit  against  Claremont  Management   Corporation   ("Claremont"),   McKenna
Management Associates, Inc. ("McKenna"), Credit Service International Baltimore,
Inc. ("CSI"), Terence P. Sullivan ("Sullivan"), Charles M. Moran, Jr. ("Moran"),
Charles S.  Intravaia  ("Intravaia"),  Brian M. Krason  ("Krason") and Joseph V.
Brady ("Brady"), as applicable, for violations of Fair Debt Collection Practices
Act,  breach of contract,  negligence,  deceit and trespass  (all of such claims
being sometimes collectively referred to herein as the "Third Party Complaint").
Claremont,  McKenna,  Sullivan,  Intravaia  and Krason  and Brady are  sometimes
collectively referred to herein as the "Third Party Defendants".

<PAGE>

              CSI filed a cross  complaint  in the Lawsuit  against the Council,
  HWLP, Claremont,  McKenna,  Sullivan,  Moran, Intravaia,  Krason and Brady for
  indemnification for certain matters ("Cross Claim").

              The parties have agreed to compromise  and settle all claims which
  any party has asserted or may assert in the Lawsuit, Counterclaim, Third Party
  Complaint or Cross Claim, or which any party has asserted or may assert in the
  Lawsuit,  Counterclaim,  Third Party  Complaint or Cross  Claim,  or which any
  party may have  arising out of the use or  ownership or operation of the Unit,
  or any part thereof,  pursuant to the terms of a Settlement  Agreement of even
  date herewith between the parties ("Settlement Agreement").

              NOW,  THEREFORE,   for  and  in  consideration  of  the  foregoing
  explanatory   statements  and  the  agreements   hereinafter  set  forth,  the
  sufficiency  and legal  adequacy  of which the  parties  acknowledge,  they do
  hereby agree as follows:

              1 . The Council and HWLP, for  themselves and for their  officers,
  directors,  employees, agents, principals and shareholders,  and for all their
  respective  successors  and assigns,  hereby  releases and forever  discharges
  Sassi  and the  Third  Party  Defendants,  their  respective  heirs.  personal
  representatives,  successors, assigns, officers, directors, employees, agents,
  principals and shareholders,  from any and all claims,  actions, suits, debts,
  counts,  covenants.  contracts,  damages.  judgments and demands of whatsoever
  kind or nature  ("Claims"),  which the Council  and/or HWLP,  individually  or
  collectively,  ever  had,  or may now  have,  up to the date of this  Release,
  pertaining  in any way to the Unit  (other than a  misrepresentation  by Sassi
  under  the  Agreement  of  Sale,  as  defined  in the  Settlement  Agreement),
  including  but not limited to any Claims  which were raised or could have been
  raised in the Lawsuit.

              2. Sassi,  for himself and his heirs and personal  representatives
  and assigns, hereby releases and forever discharges the Council, 14WLP and the
  Third Party  Defendants,  their respective  heirs,  personal  representatives,
  successors,  assigns, officers,  directors,  employees, agents, principals and
  shareholders,  from any and all Claims  which Sassi ever had, or may now have,
  up to the date of this Release,  pertaining in any way to the Unit.  including
  but not  limited to any Claims  which were raised or could have been raised in
  the Counterclaim or in the Third Party Complaint.

              3. The  Third  Party  Defendants,  for  themselves  and for  their
 officers,  directors,  employees, agents, principals and shareholders,  and for
 their  respective  heirs,  personal  representatives,  successors  and assigns,
 hereby  releases  and forever  discharges  Sassi,  the Council and HWLP,  their
 respective heirs,  personal  representatives,  successors,  assigns,  officers,
 directors.  employees,  agents,  principals and shareholders,  from any and all
 Claims which the Third Party Defendants, individually and/or collectively, ever
 had, or may now have, up to the date of this Release,  pertaining in any way to
 the Unit,  including  but not limited to any Claims  which were raised or could
 have been raised in the Cross Complaint.

<PAGE>


             4. This Release contains the entire  agreement  between the parties
  and is the complete  written  integration of that  agreement.  This writing is
  intended  by the  parties as a final  expression  of that  agreement  and as a
  complete and  exclusive  statement  of the terms  thereof,  all  negotiations,
  considerations   and   representations   between  the   parties   having  been
  incorporated  herein. No course or prior dealings between the parties or their
  officers,  employees,  agents or affiliates shall be relevant or admissible to
  supplement,  explain  or vary any of the  terms of this  Release.  None of the
  parties to this Release has any right to rely on any prior or  contemporaneous
  representations made by anyone concerning this Release and none of the parties
  has so relied.

             5. Each of the parties has read this Release and fully  understands
it.

             6. This Release may be executed in one or more  counterparts,  each
 of which shall be deemed an original and all of which when taken together shall
 constitute  one and  the  same  document.  This  Release  may be  delivered  by
 facsimile  transmission  of an  originally  executed  copy  to be  followed  by
 immediate delivery of the original of such executed copy.

             IN WITNESS  WHEREOF,  the parties have  executed this Release under
 seal as of the 3rd day of November, 1998.


 WITNESS/ATTEST:                     COUNCIL:

                                     THE COUNCIL OF UNIT OWNERS OF THE  
                                     RESIDENCES  AND INN AT HENDERSON'S 
                                     WHARF, a Condominium, Incorporated

                                     By:
                                      Name:
                                     Title:


<PAGE>

                                     HWLP:

                                     HENDERSON'S WHARF BALTIMORE L.P.

                                     BY:   Henderson's Wharf Development
                                           Corporation, General Partner



                                     By:                        (SEAL)
                                      Name:
                                     Title:


                                    CLAREMONT:

                                    CLAREMONT MANAGEMENT CORPORATION

                                    By:                           (SEAL)
                                      Name:
                                     Title:

                                    MCKENNA:

                                    MCKENNA MANAGEMENT ASSOCIATES, INC.

                                    By:                           (SEAL)
                                      Name:
                                     Title:

<PAGE>

         STATE OF                   )
                                    )TO WIT:
         CITY/C0UNTY0F              )

     I HEREBY CERTIFY that on this 29th day of September,  1998,  before me, the
subscriber,  a Notary Public of the State and City/County aforesaid,  personally
appeared Jeffrey F. Ault, who acknowledged  himself/herself  to bc the President
of Credit Service International  Baltimore,  Inc., a corporation,and that he/she
as such officer,  being  authorized so to do, executed the foregoing  instrument
for the purpose  therein  contained  by signing in my  presence  the name of the
corporation by himself/herself as such officer.

              In-Witness Whereof, I have hereunto set my hand and official seal.

                                  Notary Public

         My Commission expires:



         STATE OF                  )
                                   ) to wit:
         CITY/COUNTY OF            )

                   I HEREBY  CEPUIFY  that on  thisday  of 1998,  before me, the
         subscriber, a Notary Public of the State aforesaid, personally appeared
         Terence P. Sullivan,  known to me (or satisfactorily  proven) to be the
         persons  whose  name is  subscribed  to the within  instrument,  and he
         acknowledges that he executed the foregoing instrument for the purposes
         therein contained.

                   IN WITNESS WHERE0F,  I have hereunto set my hand and Notarial
                   Seal.


                                  Notary Public

         My Commission Expires;


<PAGE>

                                        CSI:

                                        CREDIT    SERVICE     INTERNATIONAL
                                 BALTIMORE, INC.

                                       By:                        (SEAL)
                                      Name:
                                     Tit1c:

                                    SULLIVAN:

                                                                  (SEAL)
                                       Terence P. Sullivan

                                       MORAN:

                                                                  (SEAL)
                                       Charles M. Moran, Jr.

                                   INTRAVAIA:

                                                                 (SEAL)
                                       Charles S. Intravaia

                                    KRASOIN:

                                                                  (SEAL)
                                 Brian M. Krason

                                       BRADY:


                                  Joseph Brady

<PAGE>

STATE OF             )
                     )  to wit:
CITY/COUNTY OF       )

     I HEREBY  CERTIFY that on this dav of 1998.  before me, the  subscriber,  a
Notary Public of the State aforesaid, personally appeared Brian M. Krason, known
to me (or  satisfactorily  proven) to be the persons whose name is subscribed to
the within  instrument,  and he  acknowledged  that he  executed  the  foregoing
instrument for the purposes therein contained.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and Notarial
                  Seal.



                                  Notary Public
       My Commission Expires:





       STATE OF               )
                              ) to wit:
       CITY/COUNTY 0F         )

                    I HEREBY  CERTIFY  that on this 30th day of  .October,  1998
       before  me,  the  subscriber,  a Notary  Public of the  State  aforesaid,
       personally  appeared  Joseph  V.  Brady,  known to me (or  satisfactori1v
       proven)  to be the  persons  whose  name  is  subscribed  to  the  within
       instrument, and he acknowledged that he executed the foregoing instrument
       for the purposes therein contained.


       IN WITNESS WHEREOF. I have hereunto set my hand and Notarial Seal.


                                  Notary Public
       My Commission Expires:

<PAGE>

                                     SASSI:

                                                                  (SEAL)
                                  Richard Sassi

  STATE OF               )
                         )TO WIT:
  CITY/COUNTY OF         )

     I HEREBY CERTIFY that on this _ day of 1 1998 , before me, the  subscriber,
a Notary Public of the State and City/County  aforesaid,  personally  appeared ,
who acknowledged  himself/herself to be the of The Council of Unit Owners of the
Residences and Inn at Henderson's  Wharf, a Condominium  Incorporated,  and that
he/she as such  officer,  being  authorized  so to do,  executed  the  foregoing
instrument  for the purposes  therein  contained,  by signing in my presence the
name of the corporation by himself/herself as such officer.

       In Witness Whereof, I have hereunto set my hand and official seal.

                              Notary Public

 My Commission expires:

 STATE OF
                                     TO WIT:
 CITY/COUNTY OF

     I HEREBY CERTIFY that on this - day of 1 1998, before me, the subscriber, a
Notary Public of the State and City/County aforesaid.  personally appeared I who
acknowledged   himself/herself  to  be  the  of  Henderson's  Wharf  Development
Corporation,  general partner of Henderson's  Wharf  Baltimore,  L.P.,a Delaware
limited partnership, and that he/she as such officer. being authorized so to do,
executed the foregoing instrument for the purposes therein contained. by signing
in my presence the name of the corporation by himself/herself as such officer.

       In Witness Whereof, I have hereunto set my hand and official seal.

                               Notary Public

 My Commission expires:

<PAGE>

  STATE OF                     )
                               )to wit:
  CITY/COUNTY OF               )


             I HEREBY CERTIFY that on this 3rd , of November , 1998,  before me,
 the subscriber,  a Notary Public of the State  aforesaid,  personally  appeared
 Richard Sassi, known to me (or  satisfactorily  proven) to be the persons whose
 name is  subscribed  to the  within  instrument,  and he  acknowledged  that he
 executed the foregoing instrument for the purposes therein contained.

             IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.


                                  Notarv Public

  My Commission Expires:





                      AGREEMENT OF SALE AND PURCHASE

                     THIS AGREEMENT OF SALE AND PURCHASE (this  "Agreement")  is
  made on this 3rd day of November,  1998 (the "Effective Date"), by and between
  RICHARD SASSI a Maryland  resident  ("Seller") and HENDERSON'S WHARF BALTIMORE
  L.P., a Delaware limited partnership ("Buyer").

                                   Background

                   Seller is the owner of Condominium  Unit No. 402 (the "Unit")
             in The Residences and Inn at Henderson's  Wharf, a Condominium (the
             "Condominium"),  together  with all  appurtenances  and  advantages
             thereunto  pertaining,  and Parking  Unit No. P-61 and an undivided
             percentage  interest in the common  elements,  common  expenses and
             common  profits in the  condominium  regime,  and together with all
             appliances,  fixtures, equipment and personally located in the Unit
             (collectively, the "Property").

                   Seller desires to sell and convey to Buyer, and Buyer desires
             to purchase from Seller, the Property upon the terms and conditions
             set forth in this Agreement.

                                    Agreement

             NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and
 agreements  set  forth  in this  Agreement,  and of  other  good  and  valuable
 consideration,  the receipt and  sufficiency of which are hereby  acknowledged,
 Seller and Buyer agree as follows:

             1. SALE AND PURCHASE. Subject to the terms and conditions set forth
 in this  Agreement,  Seller  hereby  agrees to sell to Buyer,  and Buyer hereby
 agrees to purchase from Seller, the Property.

             2.  PURCHASE  PRICE AND PAYMENT.  The purchase  price to be paid by
 Buyer to Seller for the Property (the "Purchase Price") shall be the sum of One
 Hundred Ten Thousand Dollars ($110,000.00). The Purchase Price shall be paid at
 Closing (as hereinafter defined) by bank, cashier's, certified or title company
 check or by bank wire.

             3.   POSSESSION; RISK OF LOSS.

                  (a) At Closing,  Seller shall  deliver to Buyer  possession of
  the Property, in broom clean condition, free of any and all tenancies.

<PAGE>
                   (b) Until  Closing,  the  Seller  shall  bear the risk of any
  damage to or destruction  of the Property.  From and after the date hereof and
  until Closing, the Seller shall, at its expense, (a) keep the Property insured
  against  fire and such other  insurable  casualties  as are  commonly  insured
  against by an all-risk casualty insurance policy, to its full insurable value,
  and (b)  cause  each  such  policy  to be  endorsed  to name the Buyer (in its
  capacity as contract purchaser  hereunder) as an additional insured thereunder
  as its interest may appear.

             4.  TITLE.  Fee  simple  title  in  and to the  Property  shall  be
 marketable,  insurable  at  standard  rates on an ALTA Form B policy of owner's
 title  insurance,  and  free  and  clear of all  liens,  encumbrances,  leases,
 easements,  covenants,  conditions and  restrictions,  except for those matters
 shown on the title report attached hereto as Exhibit A and incorporated  herein
 by reference  (collectively,  the "Permitted  Property  Exceptions").  From and
 after the Effective Date Seller shall not do or cause to be done anything which
 will affect the status of title of the  Property.  Notwithstanding  anything to
 the contrary,  Seller shall discharge any lien or encumbrance  which is capable
 of being  discharged  by the payment of money,  including  any deed of trust or
 mortgage.

             5.  SELLER'S  REPRESENTATIONS  AND  WARRANTIES.  Seller  makes  the
 following  representations and warranties to Buyer, each of which shall be true
 and  correct on the  Effective  Date and on the  Closing  Date (as  hereinafter
 defined) and shall survive the Closing:

                   (a) The execution and delivery of this  Agreement by Seller.,
 and the performance by Seller of all terms and conditions  contained herein, do
 not violate the terms of, are not in conflict  with, and will not result in the
 breach of or default under (1) any agreement, commitment,  obligation, contract
 or  instrument  under which Seller or the Property is bound or affected or (ii)
 any law,  rule,  regulation  or court order by which the  Property or Seller is
 affected.

                   (b) As of the Effective Date, all taxes, assessments, fees or
  other charges  (other than  condominium  fees)  affecting or pertaining to the
  Unit have been paid in full.

                   (c)  There are no leases or  tenancies  with  respect  to the
 Property or any part thereof and there have not been any for the  preceding six
 months. The Property has never been a single family residential rental dwelling
 as such term is defined in Article 13,  Sections  46-55 of the  Baltimore  City
 Code  (1976  Edition,  as  amended).  Seller  will not lease the Unit  prior to
 Closing.

             6.  CONDITIONS  PRECEDENT TO CLOSING.  The  obligation  of Buyer to
 purchase the Property pursuant to this Agreement shall be expressly conditioned
 upon and subject to the  satisfaction  (or written  waiver by Buyer) of each of
 the following conditions:

                         (i)   Each of the representations and warranties of
  Seller contained in Section 5 shall be true as of the Closing Date, and

                         (ii)  Seller  shall  not  be in  default  of any of its
  obligations under this Agreement.


<PAGE>

                   If any  one or  more of  such  conditions  precedent  are not
 satisfied (or the satisfaction thereof is not waived in writing by Buyer) as of
 the Closing Date, then Buyer shall have the right, at its option,  to terminate
 this  Agreement by written notice  thereof to Seller,  and  thereafter  neither
 party shall have any further liability or obligation hereunder.

              7.    CLOSING; CLOSING COSTS; ADJUSTMENTS.

                   (a) The consummation of the transactions contemplated by this
 Agreement (the "Closing") shall take place at the offices of Neuberger,  Quinn,
 Gielen, Rubin & Gibber, P.A., 27th Floor, One South Street, Baltimore, Maryland
 21202, or at such other location in Baltimore City designated by Buyer,  within
 sixty  (60)  days from the date of this  Agreement  upon not less than five (5)
 days prior notice from Buyer to Seller, at a time designated by Buyer ("Closing
 Date").  If the Closing Date as provided herein falls on a Saturday,  Sunday or
 legal holiday, then the Closing Date shall be extended to the next day which is
 a business day.

                   (b) Buyer shall pay all recording costs and any costs charged
 by the  council  of unit  owners of the  Condominium  in  connection  with such
 conveyance.

                   (c) All  fees  (other  than  condominium  fees),  all  taxes,
 general  or  special.   and  all  other  public  and  governmental  charges  or
 assessments  against the  Property  which are or may be payable on an annual or
 semi-annual   basis   (including   metropolitan   and  other  benefit  charges,
 assessments, liens or encumbrances) shall be adjusted and apportioned as of the
 Closing and are to be assumed and paid thereafter by Buyer.  whether or not the
 assessments have been levied as of the Closing.

                   (d) All  outstanding  condominium  fees assessed  against the
 Property up through the date of Closing shall be paid by Buyer at Closing.

                   (e) All  water  and sewer  bills  for the  Property  shall be
 adjusted  as of the Closing  based on prior  bills and all gas and/or  electric
 bills  shall be  adjusted  as of the  Closing  based on meter  reading or prior
 bills.

              8.   RECORDATION AND TRANSFER TAXES, OTHER COSTS.

                   (a)  SECTION  14-104  OF THE  REAL  PROPERTY  ARTICLE  OF THE
 ANNOTATED CODE OF MARYLAND  PROVIDES THAT,  UNLESS OTHERWISE  NEGOTIATED IN THE
 CONTRACT OR PROVIDED BY STATE OR LOCAL LAW, THE COST OF ANY  RECORDATION TAX OR
 STATE OR LOCAL TRANSFER TAX SHALL BE SHARED  EQUALLY BY BUYER AND SELLER.  This
 statement is provided for  informational  purposes only.  Except as provided in
 subsection (b) below, Buyer shall pay the total cost of all documentary stamps,
 recordation taxes and transfer taxes imposed upon the transfer of the Property.

<PAGE>
                   (b) This subsection applies if Buyer is a first-time Maryland
 home buyer who will reside in the  Property.  If there are two or more  Buyers,
 then each Buyer must be someone who is a  first-time  Maryland  home buyer,  or
 someone  who will not occupy the house as a  principal  residence  and who is a
 co-maker or  guarantor  of a purchase  money deed of trust or mortgage  for the
 benefit of the  first-time  Maryland home buyer.  A  "first-time  Maryland home
 buyer"  means  an  individual  who has  never  owned in the  State of  Maryland
 residential real property that has been his or her principal residence. Section
 14-104 of the Real Property Article of the Annotated Code of Maryland  provides
 that:

                   (i)   Buyer's portion of the State transfer
                   tax is waived;

                   (ii) State transfer tax will be reduced to 0.25% of the sales
                   price of the

  property;

                   (iii) the entire  amount of the State  transfer  tax shall be
                   paid by Seller; and

                   (iv) the entire amount of recordation  tax and local transfer
  tax shall be paid by Seller unless there is an express agreement between Buyer
  and Seller that the  recordation  tax and local  transfer tax will not be paid
  entirely by Seller.  In this  Agreement,  the parties  agree that the costs of
  transfer tax and recordation tax shall be paid by Buyer.

                        check if first-time Maryland Home
                                     Buyer.

             9.    DEFAULT.

                   (a) If Buyer  shall  have  fully  performed  its  obligations
 hereunder and Seller  breaches this Agreement or otherwise  fails to perform or
 observe any of the  covenants  or  obligations  to be  performed or observed by
 Seller hereunder, or if any of Seller's representations or warranties hereunder
 is  incorrect or untrue as of the Closing  Date,  Buyer shall have the right to
 (i)  enforce  Buyer's  right of specific  performance,  (ii) bring suit for all
 damages suffered by reason of Seller's action or inaction, and/or (iii) enforce
 any and all other remedies available to Buyer at law or in equity.

                   (b) If Seller  shall have  fully  performed  its  obligations
 hereunder and Buyer  breaches this  Agreement or otherwise  fails to perform or
 observe any of the  covenants  or  obligations  to be  performed or observed by
 Buyer  hereunder,  Seller shall have the right to (i) enforce Seller's right of
 specific  performance,  (ii) bring suit for all  damages  suffered by reason of
 Buyer's  action or inaction,  and/or (iii)  enforce any and all other  remedies
 available to Seller at law or in equity.

                   (c) In the event of litigation, the prevailing party shall be
  entitled to reasonable attorneys' fees and costs of litigation.

<PAGE>

              10.   CLOSING DOCUMENTS.

                   (a) At Closing,  upon payment of the Purchase  Price,  Seller
 shall   execute  and  deliver  to  the   closing   officer  or  title   company
 representative a special  warranty deed, with covenants of further  assurances,
 in the form attached hereto as Exhibit B and incorporated  herein by reference,
 conveying  fee  simple  title to the  Property  to Buyer  free and clear of all
 liens, encumbrances, leases, easements, covenants, conditions, restrictions and
 other title exceptions other than the Permitted Property Exceptions.

                   (b) On the Closing Date, Buyer shall execute, acknowledge and
 deliver  all   additional   documents  that  may  reasonably  be  necessary  or
 appropriate to carry out the provisions hereof.

              11.  OPERATIONS  PENDING CLOSING.  From and after the dates listed
  below, the parties shall perform as follows:

                   (a) From and after the Effective Date,  Seller shall promptly
 furnish to Buyer  copies of any and all notices or  communications  that Seller
 receives from (i) any  governmental  or quasi  -governmental  entities,  or any
 other  body  having  jurisdiction  with  respect  to the use and  occupancy  or
 physical   condition  of  the  Property,   and/or  (ii)  any  other  notice  or
 communication relating to the Property.

                   (b) From and after the Effective Date,  Seller shall promptly
 furnish to Buyer  written  notice of any event or condition  that causes or may
 tend to cause a change in the facts relating to, or the accuracy,  completeness
 or truth of, any of the representations,  warranties,  covenants, or any of the
 information provided herein.

                   (c) From and after the  Effective  Date,  neither  Seller nor
 Seller's agents,  affiliates or employees shall sell, offer for sale.,  pen-nit
 the use of,  negotiate with respect to, or otherwise deal in the sale, lease or
 other transfer of the Property or any interest therein.

             12. BROKERAGE. Each party represents and warrants to the other that
 it has dealt with no agent, broker or finder in connection with this Agreement,
 and each party shall  indemnify,  defend and save  harmless  the other from and
 against any loss,  cost,  damage or expense  (including  reasonable  attorneys'
 fees) arising from a breach of such representation or warranty.

             13. NOTICES. All notices hereunder shall be in writing and shall be
 (i)  delivered  via  commercial  messenger  delivery  service  with same day or
 overnight  receipted  delivery,  or (ii) mailed,  registered or certified  U.S.
 mail,  return  receipt  requested,  first class postage  prepaid,  and shall be
 addressed as follows:

<PAGE>

              If to Seller:    Henderson's Wharf Baltimore L.P.
                               c/o Gunn Financial, Inc.
                               45 Broad Street
                               Boston, MA 02109
                               ATTN: Charles Intravaia
                               Telecopy No. (617) 338-6164

              With a copy to:  Richard Rubin, Esquire
                               Neuberger, Quinn, Gielen,Rubin & Gibber, P.A.
                           Commerce Place, 27th Floor
                               One South Street
                         Baltimore, Maryland 21202-3201
                           Telecopy No. (410) 332-8594

             If to Buyer:      Richard Sassi
                               10 East Lee Street
                               Unit 1509
                            Baltimore, Maryland 21202
                           Telecopy No. (410)342-3155.

             With a copy to    Bruce D. Brown, Esquire
                               Siskind, Grady, Rosen & Hoover, P.A.
                               Jefferson Building
                               Two East Fayette Street
                               Baltimore, Maryland 21202
                               Telecopy No. (410) 332-0269

 Notices that are delivered by commercial  messenger  shall be deemed  effective
 upon delivery to the commercial messenger.  Notices that are sent by registered
 or certified  mail shall be deemed  delivered and effective the day the same is
 deposited  in the U.S.  mails.  Each party may change its  address or  telecopy
 number by giving  written notice as provided  above.  All notices shall also be
 sent via  telecopy to the number set forth above on the same day as such notice
 is deposited with the messenger or U.S. Post Office.

             14.  RESALE  NOTICE.  SELLER IS REQUIRED BY LAW TO FURNISH TO BUYER
 NOT LATER THAN  FIFTEEN  (15) DAYS  PRIOR TO THE  CLOSING  CERTAIN  INFORMATION
 CONCERNING  THE  CONDOMINIUM  WHICH IS  DESCRIBED  IN ss.11-135 OF THE MARYLAND
 CONDOMINIUM ACT. THIS INFORMATION MUST INCLUDE AT LEAST THE FOLLOWING:

                   (I)  A COPY OF THE DECLARATION (OTHER THAN THE
  PLATS);

<PAGE>

                    (II)  A COPY OF THE BYLAWS;

                    (III) A COPY OF THE RULES AND REGULATIONS OF THE
  CONDOMINIUM;

                    (IV)  A CERTIFICATE CONTAINING:

                         (1)   A STATEMENT DISCLOSING THE EFFECT ON
 THE PROPOSED  CONVEYANCE OF ANY RIGHT OF FIRST  REFUSAL OR OTHER  RESTRAINT ON
 THE FREE  ALIENABILITY  OF THE UNIT,  OTHER THAN ANY RESTRAINT  CREATED BY THE
 UNIT OWNER;

                         (2)   A STATEMENT OF THE AMOUNT OF THE
 MONTHLY  COMMON  EXPENSE  ASSESSMENT AND ANY UNPAID COMMON EXPENSE OR SPECIAL
 ASSESSMENT CURRENTLY DUE AND PAYABLE FROM THE SELLING UNIT OWNER;

                         (3)   A STATEMENT OF ANY OTHER FEES PAYABLE
  BY THE UNIT OWNERS TO THE COUNCIL OF UNIT OWNERS;

                         (4)   A STATEMENT OF ANY CAPITAL EXPENDITURES
 APPROVED BY THE COUNCIL OF UNIT OWNERS OR ITS AUTHORIZED  DESIGNEE  PLANNED AT
 THE TIME OF THE  CONVEYANCE  WHICH ARE NOT REFLECTED IN THE CURRENT  OPERATING
 BUDGET INCLUDED IN THE CERTIFICATE;

                         (5)   THE MOST RECENTLY PREPARED BALANCE
 SHEET AND INCOME AND EXPENSE STATEMENT, IF ANY, OF THE CONDOMINIUM;

                         (6)   THE CURRENT OPERATING BUDGET OF THE
 CONDOMINIUM,  INCLUDING DETAILS  CONCERNING THE AMOUNT OF THE RESERVE FUND FOR
 REPAIR AND  REPLACEMENT  OF ITS INTENDED USE, OR A STATEMENT  THAT THERE IS NO
 RESERVE FUND;

                         (7)   A STATEMENT OF ANY JUDGMENTS AGAINST
 THE  CONDOMINIUM  AND THE EXISTENCE OF ANY PENDING SUITS TO WHICH THE COUNCIL
 OF UNIT OWNERS IS A PARTY;

                         (8)   A STATEMENT GENERALLY DESCRIBING ANY
 INSURANCE  POLICIES  PROVIDED FOR THE BENEFIT OF THE UNIT OWNERS, A NOTICE THAT
 THE POLICIES ARE  AVAILABLE FOR  INSPECTION  STATING THE LOCATION AT WHICH THEY
 ARE  AVAILABLE,  AND A NOTICE  THAT THE TERMS OF THE  POLICY  PREVAIL  OVER THE
 GENERAL DESCRIPTION;

<PAGE>
                         (9)  A  STATEMENT  AS TO  WHETHER  THE  COUNCIL OF UNIT
 OWNERS HAS KNOWLEDGE  THAT ANY  ALTERATION OR IMPROVEMENT TO THE UNIT OR TO THE
 LIMITED  COMMON  ELEMENTS  ASSIGNED TO THE UNIT  VIOLATES ANY  PROVISION OF THE
 DECLARATION, BYLAWS, OR RULES OR REGULATIONS;

                         (10) A  STATEMENT  AS TO  WHETHER  THE  COUNCIL OF UNIT
 OWNERS HAS  KNOWLEDGE  OF ANY  VIOLATION  OF THE HEALTH OR BUILDING  CODES WITH
 RESPECT TO THE UNIT, THE LIMITED COMMON  ELEMENTS  ASSIGNED TO THE UNIT, OR ANY
 OTHER PORTION OF THE CONDOMINIUM;

                         (11)  A  STATEMENT  OF  THE   REMAINING   TERM  OF  ANY
 LEASEHOLD  ESTATE  AFFECTING THE CONDOMINIUM  AND THE PROVISIONS  GOVERNING ANY
 EXTENSION OR RENEWAL OF IT; AND

                         (12)  A  DESCRIPTION  OF  ANY  RECREATIONAL  OR  OTHER
 FACILITIES WHICH ARE TO BF USED BY THE UNIT OWNERS OR MAINTAINED BY THEM OR THE
 COUNCIL OF UNIT  OWNERS,  AND A STATEMENT AS TO WHETHER OR NOT THEY ARE TO BE A
 PART OF THE COMMON ELEMENTS; AND

                   (V) A  STATEMENT  BY THE UNIT  OWNER AS TO  WHETHER  THF UNIT
 OWNER HAS KNOWLEDGE:

                         (1) THAT ANY  ALTERATION TO THE UNIT OR TO THE LIMITED
 COMMON   ELEMENTS   ASSIGNED  TO  THE  UNIT  VIOLATES  ANY  PROVISION  OF  THE
 DECLARATION, BYLAWS, OR RULES AND REGULATIONS;

                         (2) OF ANY  VIOLATION OF THE HEALTH OR BUILDING  CODES
 WITH  RESPECT  TO THE UNIT OR THE  LIMITED  COMMON  ELEMENTS  ASSIGNED  TO THE
 UNIT; AND

                         (3) THAT  THE  UNIT IS  SUBJECT  TO AN  EXTENDED  LEASE
 UNDER ss.11-137 OF THE MARYLAND  CONDOMINIUM ACT OR UNDER LOCAL LAW, AND IF SO,
 A COPY OF THE LEASE MUST BE PROVIDED.

             BUYER WILL HAVE THE RIGHT TO CANCEL THIS AGREEMENT WITHOUT PENALTY,
 AT ANY TIME WITHIN  SEVEN (7) DAYS  FOLLOWING  DELIVERY TO BUYER OF ALL OF THIS
 INFORMATION. HOWEVER, AFTER THE CLOSING, BUYER'S RIGHT TO CANCEL THIS AGREEMENT
 IS TERMINATED.

              15. DISCLOSURE/DISCLAIMER  STATEMENT. Attached hereto as Exhibit C
  and  incorporated  herein by reference is a notice to Buyer  advising Buyer of
  Buyer's rights

<PAGE>

  under  ss.  10-702  of the Real  Property  Article  of the  Annotated  Code of
  Maryland.  Buyer  acknowledges  receipt of, and has  executed,  a copy of such
  notice.  Pursuant to the provisions of ss.10-702 of the Real Property  Article
  of the Annotated  Code of Maryland,  Seller has delivered to Buyer the written
  residential  property  disclaimer  statement  on the form  attached  hereto as
  Exhibit D and incorporated herein by reference.

              16.  CERTIFICATE OF NON-FOREIGN  STATUS. At Closing,  Seller shall
  provide  Buyer  with  either  (i) an  certificate  of  non-foreign  status  in
  substantially  the form  attached  hereto as Exhibit E, stating that Seller is
  not a foreign  person (as that term is defined in Section 1445 of the Internal
  Revenue  Code) and providing  Seller's tax  identification  number;  or (ii) a
  "Qualifying Statement" as such term is defined by Section 1445 of the Internal
  Revenue Code.

              17.  MISCELLANEOUS PROVISIONS.

                   (a) This  Agreement  contains  the  sole,  final  and  entire
 agreement between the parties and is intended to be an integration of all prior
 and  contemporaneous  agreements,   conditions  and  undertakings  between  the
 parties.  There  are  no  promises,   agreements,   conditions,   undertakings,
 warranties or representations, oral or written, express or implied, between the
 parties other than as herein set forth.

                   (b)  This  Agreement  may  be  amended  by  and  only  by  an
 instrument executed and delivered by Seller and Buyer.

                   (c) This Agreement and all of the provisions  hereof shall be
 binding upon and shall inure to the benefit of the parties and their respective
 heirs, devisees, legatees, legal representatives, successors and assigns.

                   (d) This  Agreement  hall be  governed  by and  construed  in
 accordance with the laws of the State of Maryland.

                   (e) All  provisions  hereof shall  survive the Closing  Date,
 unless otherwise provided herein.

                   (f) Each of the parties  agrees to execute  and deliver  upon
 reasonable demand of the other any document or instrument that such other party
 reasonably  deems  necessary or desirable to evidence or accomplish  the rights
 herein conferred or to implement or consummate the purposes and intent hereof.

                   (g) Time is of the essence.

                   (h)  No   determination   by  any  court,   governmental   or
 administrative  entity or otherwise that any provision of this Agreement or any
 amendment  hereof is invalid or  unenforceable in any instance shall affect the
 validity or enforceability of (a) any other such

<PAGE>

  provision,  or (b) such provision in any  circumstance  not controlled by such
  determination.  Each  such  provision  shall be valid and  enforceable  to the
  fullest extent allowed by, and shall be construed  wherever  possible as being
  consistent with, applicable law.

                   (i)  This   Agreement   may  be   executed  in  one  or  more
  counterparts,  each of which shall be deemed an original and all of which when
  taken together shall constitute one and the same document.  This Agreement may
  be delivered by facsimile  transmission  of an originally  executed copy to be
  followed by immediate delivery of the original of such executed copy.

                   (j) The  following  exhibits are attached to, and made a part
                   of, this
 Agreement:


                         A - Permitted Property Exceptions

                         B - Form of Deed

                    C - Notice to Buyer - Property Disclosure

                         D - Property Disclaimer Statement

                      E - Certificate of Non-Foreign Status

             IN WITNESS  WHEREOF,  the parties  hereto have duly  executed  this
 Agreement under seal on the date first above written.

 WITNESS/ATTEST:                  SELLER:

                                                                          (SEAL)
                                  Richard Sassi

 WITNESS:                         BUYER:

                                  HENDERSON'S WHARF BALTIMORE L.P.

                                  By: Henderson's Wharf Development
                                      Corporation, General Partner

                                      By:                                (SEAL)
                                      Name:
                                      Title:
<PAGE>

                                            EXHIBIT A TO
                                   AGREEMENT OF SALE AND PURCHASE

                                   PERMITTED PROPERTY EXCEPTIONS

<PAGE>

                                   SCHEDULE B
                            EXCEPTIONS FROM COVERAGE
                                   Policy No.

                                                           File No.1980348




  1 . Taxes  payable On an annual  basis have been paid  through the fiscal year
  ending June 30, 1999, and other public charges  (including  assessments by any
  County,  Municipality,  Metropolitan  District  or  Commission)  payable on an
  annual  basis have been paid through the year ending  December 31, 1998.  This
  policy does not insure  against the  balance of any public  charges  including
  assessments   by  any   County,   Municipality,   Metropolitan   District   or
  Commission)payable  on an annual basis  subsequent to the year ending December
  31, 1998. Nor does this policy insure against possible future tax levies,  nor
  against  possible public charges as defined above that have not been levied or
  assessed,  which future  taxes,  charges and  assessments  are not now due and
  payable.

  3. Declaration of The Residences and Inn at Henderson's  Wharf, a condominium,
  by Carley  Capital  Group dated  August 30, 1988 and  recorded  among the Land
  Records of  BaltimoreCity  in Liber SEB no. 1821,  folio 20, as amended by the
  following:
       a)    Amendment to Declaration dated April 3, 1989 and recorded among the
             aforesaid Land Records in Liber SEB No. 2081, folio 329;
       b)    Second Amendment to Declaration dated July 31,   1990 and
             recorded among the aforesaid Land Records        in Liber SEB
             No. 2563, folio 230; and
       c)   Third Amendment to Declaration  dated December 14, 1992 and recorded
            among the aforesaid Land Records in Liber SEB No. 3578, folio 030.

4. Amended and Restated  Henderson's Wharf  Disposition  Agreement dated October
10, 1984 and recorded  among the Land Records of Baltimore City in Liber SEB No.
335,  folio  062,  as  amended  by  First  Amendment  to  Amended  and  Restated
Henderson's Wharf  Disposition  agreement dated July 31, 1990 and recorded among
he aforesaid Land Records in Liber SEB No. 2563, folio 264.

<PAGE>

                        CONTINUATION OF SCHEDULE B PART I
                                File No. 1951576

  5.  Building  Perimeter  Easement  and  Connecting  Easement   established  by
  Pedestrian  Promenade  Easement  Agreement dated October 19, 1984 and recorded
  among the Land Records of Baltimore  City in Liber SEB no. 335,  folio 204, by
  and between Carley  Capital Group and Mayor and City Council of Baltimore,  as
  amended by the following:
        a)   Amendment of Pedestrian Promenade Easement Agreement dated April 6,
             1987 and recorded among the aforesaid Land Records in Liber SEB No.
             1308, folio 589; and
        b)   Second Amendment t o Pedestrian  Promenade Easement Agreement dated
             July 31, 1990 and  recorded  among the  aforesaid  Land  Records in
             Liber SEB No. 2563, folio 241;

6.     Easement to the benefit of the Marina Owner over the  Building  Perimeter
       Easement and  Commercial  Courtyard  Area, as  established  by Reciprocal
       Easement  Agreement  dated  August 31, 1988 and  recorded  among the Land
       Records  of  Baltimore  City in Liber SEB No.  1824,  folio  162,  by and
       between  Carley  Capital  Group  and The  Council  of Unit  Owners of The
       Residences and Inn at Henderson's Wharf, a Condominium,  Incorporated, as
       amended by:
(a)     Amended to Reciprocal Easement Agreement dated July 31, 1990 and
             recorded
             among the aforesaid Land Records in Liber SEB No. 2822, folio
        477; and
        (b) Second Amendment to Reciprocal Easement Agreement dated February 27,
        1996 and recorded  among the  aforesaid  Land Records in Liber SEB 5395,
        folio 91.

 7. Terms,  conditions,  easements,  restrictions and other criteria as shown on
 the Plats entitled "The  Residences at Henderson's  Wharf, a  Condominium",  as
 follows:
(a)   Sheets 1 of 11 through 11 of 11 dated August, 1988 and recorded as
             Condominium Plat SEB No. 232; and
        (b) Sheets 1 of 11 through 11 of 11 dated  September,  1988 and  revised
            December 14, 1992 and recorded as Condominium Plat SEB No. 298.

<PAGE>


                                            EXHIBIT B TO
                                   AGREEMENT OF SALE AND PURCHASE

                                                DEED
<PAGE>


                                      DEED

              THIS DEED ("Deed") is made on this  day of             1 1998,
              from
  RICHARD SASSI  ("Grantor") to  HENDERSON'S  WHARF  BALTIMORE  L.P., a Delaware
  limited partnership ("Grantee").

             The Grantor for a consideration of One Hundred Ten Thousand Dollars
 ($110,000.00)  grants,  conveys and assigns to the Grantee,  its successors and
 assigns, in fee simple, the real property located in Baltimore City,  Maryland,
 and described as follows:

             Condominium  Unit No.  402  ("Unit")  and  Parking  Unit  No.  P-61
 ("Parking   Unit")  in  THE  RESIDENCES   AND  INN  AT  HENDERSON'S   WHARF,  A
 CONDOMINIUM  ("Condominium"),  a condominium  established  under the provisions
 of Title I I of the Real  Property  Article of the  Annotated  Code of Maryland
 (1988  Replacement  Volume  as  amended)  by  the  operation  and  effect  of a
 Declaration  dated  August 30,  1988,  and  recorded  among the Land Records of
 Baltimore  City (the "Land  Records")  at Liber S.E.B.  No. 1821,  page 20, et.
 seq., made by Carley Capital Group  (hereinafter  together wit', any amendments
 thereto,  referred to as the "Declaration"),  all as the Unit, the Parking Unit
 and the  Condominium  are  defined  in the  Declaration  and are shown on those
 certain  plats   entitled   "Condominium   Plat,  The  Residences  and  Ian  at
 Henderson's Wharf, a Condominium,"  dated August,  1988, and recorded among the
 Plat  Records of  Baltimore  City at  Condominium  Plat Record Book S.E.B.  No.
 232,  Sheets I through 11. as amended  (all of which plats,  together  with any
 supplements   thereto,   are  hereinafter   referred  to  collectively  as  the
 "Condominium Plats").

 The  improvements  thereon  being  known as 1000 Fell  Street,  Unit No.  402,
 along  with  Parking  Unit  No.  P-61  are  hereinafter  referred  to  as  the
 "Property"; and

             Being the same  property  described  in a Deed from Carley  Capital
 Group to Grantor dated September 6, 1988 and recorded among the Land Records in
 Liber 1856, folio 239.

             TOGETHER WITH all improvements  contained in the Property,  and all
 appurtenances  and  advantages  thereunto  pertaining,  including  an undivided
 percentage interest in the common elements,  common expenses and common profits
 in the condominium  regime as set forth in the Declaration,  the Bylaws and the
 Condominium Plats.

             TO HAVE AND TO HOLD the property  hereby  conveyed to Grantee,  its
 successors and assigns, in fee simple, forever.

             The Grantor hereby covenants that it has not done or suffered to be
 done any act.  matter or thing  whatsoever  to  encumber  the  property  hereby
 conveyed-, that it will warrant specially the property hereby; and that it will
 execute such further assurances of the same as may be requisite.

<PAGE>

              IN WITNESS WHEREOF,  the Grantor has executed this Deed under seal
  on the date first above written.

  WITNESS:                     GRANTOR:

                                                                          (SEAL)
                                  Richard Sassi


 STATE OF MARYLAND
 )
                               ) to wit:
 COUNTY OF
 )

             I  HEREBY  CERTIFY  that on this  day of -1 1998,  before  me.  the
 subscriber,  a Notary  Public of the  State of  Maryland,  personally  appeared
 RICHARD SASSI.  known to me (or  satisfactorily  proven) to be the person whose
 name is  subscribed  to the  within  instrument,  and he  acknowledged  that he
 executed the foregoing instrument for the purposes therein contained.

             IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.




                                          Notary Public

 My Commission Expires:

<PAGE>

                                   CERTIFICATE

              THE UNDERSIGNED, AN ATTORNEY ADMITTED TO PRACTICE BEFORE THE
  COURT OF APPEALS OF MARYLAND, HEREBY CERTIFIES THAT THE ABOVE INSTRUMENT
  WAS PREPARED BY ME OR UNDER MY SUPERVISION.




                                Susan M. Wilkins,
                                    Attorney


 MR./MS. CLERK: AFTER THIS DEED OF EXCHANGE HAS BEEN RECORDED, PLEASE RETURN 
 TO:

                         Susan M. Wilkins, Esq.
                         Neuberger, Quinn, Gielen, Rubin
                           & Gibber, P.A.
                         Commerce Place, 27th Floor
                         One South Street
                         Baltimore, Maryland 21202-3201

<PAGE>

                                           EXHIBIT C TO
                                  AGREEMENT OF SALE AND PURCHASE

                               NOTICE TO BUYER-PROPERTY DISCLOSURE

<PAGE>

                        NOTICE TO BUYER OF BUYER'S RIGHT
                     UNDER MARYLAND'S PROPERTY DISCLOSURE LAW

 NOTE:  This  Notice does not apply to: (1) The  initial  sale of single  family
 residential real property;  (2) a transfer that is exempt from the transfer tax
 under ss. 13-207 of the Tax-Property Article, except land installment contracts
 of sale  under ss. 13 -207(l 1) of the  Tax-Property  Article  and  options  to
 purchase real property under ss. 13 -207(12) of the Tax-Property Article; (3) a
 sale by a lender  acquiring the real property by foreclosure or deed in lieu of
 foreclosure;  (4) a sheriffs sale, tax sale, or sale by foreclosure,  partition
 or by court appointed  trustee;  (5) a transfer by a fiduciary in the course of
 the administration of a decedent's estate,  guardianship,  conservatorship,  or
 trust;  or (6) a transfer  of single  family  residential  real  property to be
 converted  by  the  buyer  into  a use  other  than  residential  use  or to be
 demolished.

       SECTION  10-702 OF THE REAL  PROPERTY  ARTICLE OF THE  ANNOTATED  CODE OF
 MARYLAND  ("SECTION 10-702") REQUIRES THAT SELLERS OF SINGLE FAMILY RESIDENTIAL
 PROPERTY PROVIDE YOU, THE BUYER, ON OR BEFORE ENTERING INTO A CONTRACT OF SALE,
 EITHER:

       (A) A  WRITTEN  PROPERTY  CONDITION  DISCLOSURE  STATEMENT  LISTING  ALL
 DEFECTS OR  INFORMATION  OF WHICH THE SELLER HAS ACTUAL  KNOWLEDGE IN RELATION
 TO THE FOLLOWING:

             (I)         WATER AND SEWER SYSTEMS, INCLUDING THE SOURCE
             OF HOUSEHOLD WATER, WATER TREATMENT SYSTEMS, AND
             SPRINKLER SYSTEMS;

             (II)        INSULATION;

             (III)       STRUCTURAL SYSTEMS, INCLUDING THE ROOF. WALLS.
             FLOORS, FOUNDATION, AND ANY BASEMENT;

             (IV)        PLUMBING, ELECTRICAL. HEATING, AND AIR
             CONDITIONING SYSTEMS;

             (V)         INFESTATION OF WOOD-DESTROYING INSECTS;

             (VI)        LAND USE MATTERS;

             (VII)       HAZARDOUS OR REGULATED MATERIALS, INCLUDING
             ASBESTOS,   LEAD-BASED PAINT, RADON, UNDERGROUND STORAGE
             TANKS, AND LICENSED LANDFILLS; AND

<PAGE>

              (VIII)      ANY OTHER MATERIAL DEFECTS KNOWN TO THE
              SELLER;OR

        (B)   A WRITTEN DISCLAIMER STATEMENT PROVIDING THAT:

              (I)        THE SELLER MAKES NO REPRESENTATIONS OR
              WARRANTIES AS TO THE CONDITION OF THE REAL PROPERTY OR
              ANY IMPROVEMENTS ON THE REAL PROPERTY; AND

             (II)        THE BUYER WILL BE RECEIVING THE REAL PROPERTY
             "AS IS", WITH ALL DEFECTS THAT MAY EXIST, EXCEPT AS OTHERWISE
             PROVIDED IN THE CONTRACT OF SALE.

       AT THE TIME THE  DISCLOSURE OR DISCLAIMER  STATEMENT IS DELIVERED TO YOU,
 YOU ARE REQUIRED TO DATE AND SIGN A WRITTEN  ACKNOWLEDGEMENT OF RECEIPT,  WHICH
 SHALL BE INCLUDED IN OR ATTACHED TO THE CONTRACT OF SALE.

       YOU ARE HEREBY  NOTIFIED  THAT,  IN CERTAIN  CIRCUMSTANCES.  YOU HAVE THE
 RIGHT TO RESCIND  YOUR  CONTRACT OF SALE WITH THE SELLER IF THE SELLER FAILS TO
 DELIVER TO YOU THE WRITTEN PROPERTY  CONDITION  DISCLOSURE  STATEMENT.  SECTION
 10-702  PROVIDES THAT A BUYER WHO DOES NOT RECEIVE THE DISCLOSURE  STATEMENT ON
 OR BEFORE ENTERING INTO THE CONTRACT OF SALE HAS THE UNCONDITIONAL  RIGHT, UPON
 WRITTEN NOTICE TO THE SELLER OR SELLER'S AGENT:

             (I) TO RESCIND THE  CONTRACT OF SALE AT ANY TIME BEFORE THE RECEIPT
             OF THE DISCLOSURE  STATEMENT OR WITHIN 5 DAYS FOLLOWING  RECEIPT OF
             THE DISCLOSURE STATEMENT; AND

             (II) TO THE IMMEDIATE RETURN OF ANY DEPOSITS MADE ON ACCOUNT OF THE
             CONTRACT.

 IF THE  DISCLOSURE  STATEMENT  IS DELIVERED TO YOU LATER THAN 3) DAYS AFTER THE
 SELLER  ENTERS INTO A CONTRACT  OF SALE WITH YOU.  THE  CONTRACT IS VOID.  YOUR
 RIGHT TO RESCIND THE CONTRACT OF SALE UNDER  SECTION  10-702  TERMINATES IF NOT
 EXERCISED BEFORE MAKING A WRITTEN  APPLICATION TO A LENDER FOR A MORTGAGE LOAN,
 IF THE LENDER  DISCLOSES IN WRITING AT OR BEFORE THE TIME  APPLICATION  IS MADE
 THAT THE RIGHT TO RESCIND TERMINATES ON SUBMISSION OF THE APPLICATION.

       YOUR RIGHTS AS A BUYER UNDER SECTION 10-702 MAY NOT BE WAIVED IN
  THE CONTRACT OF SALE AND ANY ATTEMPTED WAIVER IS VOID. YOUR RIGHTS

<PAGE>

  AS THE BUYER TO  TERMINATE  THE  CONTRACT  UNDER  SECTION  10-702  ARE  WAIVED
  CONCLUSIVELY IF NOT EXERCISED BEFORE:

              (I)        CLOSING OR OCCUPANCY BY YOU, WHICHEVER OCCURS
              FIRST, IN THE EVENT OF A SALE; OR

             (II)        OCCUPANCY, IN THE EVENT OF A LEASE WITH OPTION
             TO PURCHASE.

 THE INFORMATION CONTAINED IN THE PROPERTY CONDITION DISCLOSURE STATEMENT IS THE
 REPRESENTATION  OF THE SELLER  AND NOT THE  REPRESENTATION  OF THE REAL  ESTATE
 BROKER OR  SALESPERSON,  IF ANY.  THE SELLER IS NOT  REQUIRED TO  UNDERTAKE  OR
 PROVIDE AN INDEPENDENT  INVESTIGATION OR INSPECTION OF THE PROPERTY IN ORDER TO
 MAKE THE DISCLOSURES  REQUIRED BY SECTION 10-702.  THE SELLER IS NOT LIABLE FOR
 AN ERROR,  INACCURACY  OR OMISSION IN THE  DISCLOSURE  STATEMENT  IF THE ERROR,
 INACCURACY,  OR  OMISSION  WAS BASED UPON  INFORMATION  THAT WAS NOT WITHIN THE
 ACTUAL KNOWLEDGE OF THE SELLER. OR WAS PROVIDED TO THE SELLER BY A THIRD PARTY.

       YOU HAVE THE RIGHT TO OBTAIN  PROFESSIONAL  ADVICE  ABOUT THE PROPERTY OR
 OBTAIN AN INSPECTION OF THE PROPERTY.

       THE UNDERSIGNED BUYER(S) ACKNOWLEDGES RECEIPT OF THIS NOTICE ON
 THE DATE INDICATED BELOW.
 WITNESS:                                 HENDERSON'S WHARF
                                          BALTIMORE L.P.
                                          By: Henderson's Wharf
                                              Development Corp
                                              General Partner
                                       By:
                                      Name:
                                     Title:
                                      Date:

<PAGE>

                                           EXHIBIT D TO
                                   AGREEMENT OF SALE AND PURCHASE

                                    PROPERTY DISCLAIMER STATEMENT

<PAGE>

   MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

                      NOTICE TO SELLER AND BUYER

 Section ss. 10-702 of the Real Property  Article,  Annotated  Code of Maryland,
 requires the owner of certain residential real property to furnish to the BUYER
 either (a) a RESIDENTIAL  PROPERTY DISCLAIMER  STATEMENT stating that the owner
 is selling the property "as is" and makes no  representations  or warranties as
 to the  condition of the  property or any  improvements  on the real  property,
 except as  otherwise  provided in the  contract of sale,  or (b) a  RESIDENTIAL
 PROPERTY DISCLOSURE STATEMENT disclosing defects or other information about the
 condition of the real property  actually known by the owner.  Certain transfers
 of residential  property are excluded from this requirement (see the exemptions
 listed below).

  MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

 NOTICE TO OWNER(S):  Sign this statement only if you elect to sell the property
 without  representations  and  warranties  as  to  its  condition',  except  as
 otherwise  provided in the contract of sale;  otherwise,  complete and sign the
 RESIDENTIAL PROPERTY DISCLOSURE STATFMENT.

  Property Address:1000 Fell Street, Condominium Unit No. 402, along
  with
  Parking Unit No. P-6 1.

 Legal  Description:  Condominium  Unit No. 402 and Parking Unit No. P-61 in THE
 RESIDENCES  AND  INN  AT  HENDERSON'S  WHARF,  A  CONDOMINIUM,  as  established
 pursuant to a Declaration  dated August 30, 1988,  and recorded  among the Land
 Records of Baltimore City (the "Land  Records") at Liber S.E.B.  No. 1821, page
 20, as amended by  Amendment  to  Declaration  dated April 3, 1989 and recorded
 among the Land  Records at Liber  S.E.B.  No.  2081,  folio 329, and as further
 amended by Second  Amendment to  Declaration  dated July 31, 1990, and recorded
 among the Land  Records at Liber  S.E.B.  No.  2563,  folio 230, and as further
 amended by Third  Amendment to  Declaration  dated as of December 14, 1992, and
 recorded  among  the  Land  Records  at Liber  S.E.B.  No.  3578,  folio 30 (as
 amended,  the  "Declaration").  and the Bylaws attached thereto (the "Bylaws"),
 and  as  shown  on  those  certain  plats  entitled   "Condominium   Plat,  The
 Residences and Inn at Henderson's  Wharf, a Condominium,"  dated August,  1988,
 and  recorded  among the Plat  Records of Baltimore  City at  Condominium  Plat
 Record Book  S.E.B.  No.  232,  Sheets I through 11, as amended by  condominium
 plats  dated  December  14,  1992,  and  recorded  among  the Plat  Records  of
 Baltimore City at Condominium  Plat Record Book S.E.B.  298, Sheets I through I
 I (as amended, the "Condominium Plats").

<PAGE>

  The  undersigned  owner(s)  of the  real  property  described  above  make  no
  representations  or warranties as to the condition of the real property or any
  improvements  thereon,  and the BUYER will be receiving  the real property "as
  is",  with all defects  which may exist,  except as otherwise  provided in the
  real estate  contract  of sale.  The  owner(s)  acknowledge  having  carefully
  examined this statement and further  acknowledge  that they have been informed
  of their rights and obligations  under Section ss. 10-702 of the Maryland Real
  Property Article.

  SELLER:                                                       (SEAL)
                                  Richard Sassi

                                  Date:


 The BUYER(s)  acknowledge  receipt of a copy of this  disclaimer  statement and
 further  acknowledge  that he has been  informed of his rights and  obligations
 under Section ss. 10-702 of the Maryland Real Property Article.

 BUYER:                        HENDERSON'S WHARF BALTIMORE L.P.

                        By: Henderson's Wharf Development
                                  Corporation, General Partner

 Date:                         By:
                                      Name:
                                      Title:

       MARYLAND RESIDENTIAL FROPERTY DISCLOSURE ACT

 10-702. Exemptions. - The following are specifically excluded from the
 provisions of Section 10-702:

  1.   The initial sale of single family Residential
  Real Property;

     2. A transfer that is exempt from the transfer tax under ss. 13 -207 of the
Tax-Property   Article,   except  land  installment   contracts  of  sale  under
ss.13-207(11) of the Tax-Property  Article except hand installment  Contracts of
Sale under ss. 1 3-207(l 1) of the Tax Property  Article and options to purchase
real property under ss.13-207(12) of the Tax-Property Article;

  3. A sale by a lender  acquiring the Real Property by  foreclosure  or deed in
lieu of foreclosure;

<PAGE>


  4. A sheriffs sale, tax sale, or sale by foreclosure,  partition,  or by court
  appointed trustee;

  5. A  transfer  by a  fiduciary  in the  course  of  the  administration  of a
  decedent's estate, guardianship, conservatorship, or trust; or

 6. A transfer of single family Residential Real Property to be converted by the
 Buyer into a use other than residential use or to be demolished.

<PAGE>

                                  EXHIBIT E TO
                     AGREEMENT OF SALE AND PURCHASE

                     PROPERTY DISCLAIMER STATEMENT

<PAGE>


                   CERTIFICATION OF NON-FOREIGN STATUS

       Section 1445 of the  Internal  Revenue  Code  provides  that a transferee
 (buyer) of a U.S.  real property  interest must withhold tax if the  transferor
 (seller) is a foreign person.  To inform the transferee that withholding of tax
 is not required  upon the  undersigned's  disposition  of a U.S.  real property
 interest, the undersigned does hereby certify the following:

        I . The  undersigned  is not a  nonresident  alien for  purposes of U.S.
        income taxation.

       2.    The undersigned's U.S. taxpayer identifying
       number is

       3. The undersigned's address is:

       The undersigned does understand that this  certification may be disclosed
 to the Internal  Revenue Service by the transferee and that any false statement
 made here could be punished by fine, imprisonment, or both.

       Under penalties of perjury,  the undersigned does hereby declare that the
 undersigned  has  examined  this   certification   and,  to  the  best  of  the
 undersigned's knowledge and belief, it is true, correct, and complete.

 Dated:                  , 1998





                               By:
                                  Richard Sassi