MANAGEMENT AGREEMENT
                            

This Agreement is made this 1st day of November 1995, by
and between The Council of Unit Owners of the Residences
and Inn at Henderson's Wharf, A Condominium, Inc. (the
"Owner") and Claremont Management Corporation (the
"Agent").

Section 1 - APPOINTMENT OF MANAGING AGENT

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

1.2  DESCRIPTION OF PREMISE
     The property to be managed by Agent under this
     Agreement (the "Premises") is known as   The Council
     of Unit Owners of the Residences and Inn at
     Henderson's Wharf, A Condominium, Inc., located at
     1000 Fell Street, Baltimore, MD, consisting of the
     land, building, and other improvements described as
     137 residential units and a 38 room inn, all of
     which constitute the condominium association in the
     state of Maryland.

1.3  TERM
     The terms of the Agreement shall be for an initial
     period of 20 months (the "initial term") from the
     1st day of November 1995, to including the 30th day
     of June 1997; and thereafter shall be automatically
     renewed from year to year unless terminated as
     provided in sections 19 or 25 herein.  Each of said
     one-year renewal periods is referred to as a "term
     year".

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

Section 2 - Bank Accounts

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


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

2.1.1     INITIAL DEPOSIT AND CONTINGENCY RESERVE
     Within the first two weeks of the commencement of
     this Agreement, Owner shall see that the Agent is
     remitted the sum of $25,000 to be deposited in the
     Operating (and/or) Reserve Account(s) as an initial
     deposit representing the estimated disbursements to
     be made in the first month following the
     commencement  of this Agreement, plus an additional
     sum of $1,000 as a contingency reserve. If this
     contingency reserve is drawn down, then they shall
     be replenished from operations as soon as
     economically feasible.  Owner and Agent shall review
     the amount of the contingency reserve from time to
     time and shall agree in writing on a new contingency
     reserve amount when such is required.

2.2  FIDELITY BOND
     The Agent will furnish, at its own expense, a
     fidelity bond in the principal sum of $1,000,000,
     which is at least equal to the gross potential
     income for two months and is conditioned to protect
     the Owner and the Mortgagee  against
     misappropriation of funds of the Premises by the
     Agent and its employees.  The Agent will obtain a
     bond of like kind to cover the on-site personnel
     expressed in Section 7.1 and it shall be paid for
     from Premises income.  The other terms and
     conditions of the bond, and the surety thereon, will
     be subject to approval of the Owner and the
     Mortgagee.

Section 3 - COLLECTION OF RENTS AND OTHER RECEIPTS

3.1  AGENT'S AUTHORITY
     Agent shall collect (and give receipts for, if
     necessary) all charges and other amounts receivable
     on Owner's account in connection with the management
     and operation of the Premises.  Such receipts shall
     be deposited in the Operating (and/or) Reserve
     Account(s) maintained by Agent for the Premises.

3.2  SPECIAL CHARGES
     If permitted by applicable law, Agent may collect
     from owners any or all of the following:  and
     administrative charge for late payment of fees, a
     charge for returned or non-negotiable checks, and
     other administrative charges as required.


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

4.1  OPERATING EXPENSES
     From the Operating (and/or) Reserve Account(s),
     Agent is hereby authorized to pay or reimburse
     itself for all expenses and costs of operating the
     Premises in accordance with approved annual budget
     under Section 6.2 and for all other sums due Agent
     under this Agreement, including Agent's compensation
     under section 15.

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

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

Section 5 - AGENT NOT REQUIRED TO ADVANCE FUNDS

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

     If Agent elects to advance any money in connection
     with the Premises to pay any expenses for Owner,
     such advances shall be considered a loan subject to
     repayment with interest, and Owner hereby agrees to
     reimburse Agent, including interest as provided in
     paragraph 15.4 and hereby authorizes Agent to deduct
     such amounts from any monies due Owner.






Section 6 - FINANCIAL AND OTHER REPORTS

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

6.2  BUDGETS
     Annual operating budgets for the Premises will be
     approved by the Owner.  Except as permitted under
     Section 8.1 below, annual disbursements for each
     type of operating expenses itemized in the budget
     shall not materially exceed the amount authorized by
     the approved budget without prior consent of the
     Owner.  The Agent will prepare a recommended
     operating budget for each fiscal year beginning
     during the term of this Agreement, and will submit
     the same to the Owner at least forty-five (45) days
     before the beginning of the fiscal year.  The Owner
     will promptly inform the Agent of any changes
     incorporated in the approved budget, and the Agent
     will keep the Owner informed of any anticipated
     deviation from the receipts or disbursements stated
     in the approved budget.

6.3  OWNER'S RIGHT TO AUDIT
     Owner shall have the right to request periodic
     audits of all applicable accounts managed by Agent,
     and the cost of such audit(s) shall be paid by
     Owner.

Section 7 - EMPLOYEES

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

7.2  OWNER PAYS EMPLOYEE EXPENSES
     All wages and fringe benefits payable to such
     employees hired per paragraph 7.1 above, and all
     local, state, and federal taxes and assessment
     (including but not limited to Social Security taxes,
     unemployment insurance and workers' compensation
     insurance) incident to the employment of such
     personnel, shall be reimbursed to the Agent out of
     the Operating (and/or) Reserve Account(s) in
     accordance with the approved budget and shall be
     treated as operating expenses.


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

7.4  WORKER'S COMPENSATION INSURANCE
     Agent shall, at Owner's expense, maintain worker's
     compensation insurance covering all liability of the
     employer under established worker's compensation
     laws.

7.5  HOLD HARMLESS, LABOR LAWS
     Agent shall be responsible for compliance with all
     applicable state or federal labor laws.  Owner shall
     indemnify, defend, and save Agent harmless from all
     claims, investigations, and suites, or from Owner's
     action or failures to act, with respect to any
     alleged or actual violation of state or federal
     labor laws.  Conversely, Agent shall indemnify,
     defend and save Owner harmless from all claims,
     investigations, and suits, or from Agent's actions
     or failure to act with respect to any alleged or
     actual violations of state or federal labor laws.
     Agent's or Owner's obligation with respect to such
     violation(s) shall include payment of all
     settlements, judgments, damages, liquidated damages,
     penalties, forfeitures, back pay awards, court
     costs, litigation expenses, and attorney's fees.

Section 8 - MAINTENANCE AND REPAIR

     Agent is authorized to make or cause to be made,
     through contracted services or otherwise, all
     ordinary repairs and replacements reasonably
     necessary to preserve the Premises in its present
     condition and for the operating efficiency of the
     Premises, and all alterations required to comply
     with the condominium document requirements,
     governmental regulations, or insurance requirements.
     Agent is also authorized to decorate the Premises
     and to purchase or rent, on Owner's behalf, all
     equipment, tools, appliances, materials,
     maintenance, or operation of the Premises.  Such
     maintenance and decorating expenses shall be paid
     out of the Operating (and/or) Reserve Account(s).








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

Section 9 - CONTRACTS, UTILITIES AND SERVICES

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

Section 10 - RELATIONSHIP OF AGENT TO OWNER

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










Section 11 - SAVE HARMLESS

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

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

Section 12 - LIABILITY INSURANCE

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




Section 13 - AGENT ASSUMES NO LIABILITY

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

Section 14 - OWNER RESPONSIBLE FOR ALL EXPENSES OF
LITIGATION

     Owner shall reimburse all reasonable expenses
     incurred by Agent, including but not limited to,
     attorneys' fee and Agent's costs and time, any
     liability, fines, penalties or the like, in
     connection with any claim, proceeding, or suit
     involving an alleged violation by Agent or Owner, or
     both, of any law pertaining to fair employment, fair
     credit reporting, environmental protection, rent
     control, taxes, or fair housing, including, but not
     limited to, any law prohibiting or making illegal
     discrimination on the basis or race, sex, creed,
     color, religion, national origin, or mental or
     physical handicap, provided, however, that Owner
     shall not be responsible to Agent for any such
     expenses in the event Agent is finally adjudged to
     have personally, and not in a representative
     capacity, violated any such law.  Nothing contained
     in this Agreement shall obligate Agent to employ
     legal counsel to represent Owner in any such
     proceeding or suit.

14.1 FEES FOR LEGAL ADVICE
     Owner shall pay reasonable expenses incurred by
     Agent in obtaining legal advice regarding compliance
     with any law affecting the Premises or activities
     related to them.  If such expenditure also benefits
     others for whom Agent in this Agreement acts in a
     similar capacity, Owner agrees to pay an apportioned
     amount of such expense.

Section 15 - AGENT'S COMPENSATION AND EXPENSES

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

15.1 FOR MANAGEMENT SERVICES
     The sum of $850 per month to be paid on the first of
     each month in advance.

15.2 FOR FIRE RESTORATION
     10% of total restoration if Claremont Management
     Corporation acts as general contractor.
15.3 FOR OTHER ITEMS OF MUTUAL AGREEMENT
     To be determined if situation arises.

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

Section 16 - REPRESENTATIONS

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

Section 17 - STRUCTURAL CHANGES

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

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

     However, such emergency repairs as may be required
     because of danger to life or property, or which are
     immediately necessary for the preservation and
     safety of the Premises or the safety of the tenants
     and occupants thereof, or required to avoid the
     suspension of any necessary service to the Premises,
     or to comply with any applicable federal, state, or
     local laws, regulations, or ordinances, shall be
     authorized pursuant to paragraph 8.1 of this
     Agreement, and Agent shall notify Owner
     appropriately.


Section 18 - BUILDING COMPLIANCE

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

Section 19 - TERMINATION

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

19.2 TERMINATION FOR CAUSE
     Notwithstanding the foregoing, the Agreement shall
     terminate in any event, and all obligations of the
     parties hereunder shall cease (except as to
     liabilities or obligations which have accrued or
     arisen prior to such termination, or which accrue
     pursuant to paragraph 19.3 as a result of such
     termination, and obligations to insure and
     indemnify), upon the occurrence of any of the
     following events:

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






19.2 TERMINATION FOR CAUSE (Cont.)

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

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

     d.   INADEQUATE INSURANCE - If Agent deems that the
     liability insurance obtained by Owner per section 12
     is not reasonable satisfactory to protect its
     interest under this Agreement, and if Owner and
     Agent cannot agree as to adequate insurance.  Agent
     shall have the right to cancel this Agreement upon
     the service of notice to Owner.

19.3 TERMINATION COMPENSATION
     If (i) Owner terminates this Agreement before the
     end of the initial term or any subsequent term year
     as provided in paragraph 19.1 above for any reason
     other than for a breach by Agent under paragraph
     19.2 (a) above, or if (ii) Agent terminates this
     Agreement for a breach by Owner under paragraph 19.2
     (a) above or pursuant to the provisions of paragraph
     19.2 (b) or 19.2 (d) above, then in any such event,
     Owner shall be obligated to pay Agent as liquidated
     damages an amount equal to the management fee earned
     by Agent, as determined under paragraph 15.1 above,
     for the calendar month immediately preceding the
     month in which the notice of termination is given to
     Agent or to Owner, multiplied by the number of
     months and/or portions thereof remaining from the
     termination date until the end of the initial term
     or term year in which the termination occurred.
     Such damages, plus any amounts accruing to Agent
     prior to such termination, shall be due and payable
     upon termination of this Agreement.  To the extent
     that funds are available, such sums shall be payable
     from the Operating (and/or) Reserve Account(s).  Any
     amount due in excess of the funds available from the
     Operating (and/or) Reserve Account(s) shall be paid
     by Owner to Agent upon demand.




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

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

Section 20 - INDEMNIFICATION SURVIVES TERMINATION

     All representatives and warranties of the parties
     contained herein shall survive the termination of
     this Agreement.  All provisions of this Agreement
     that require Owner to have insured or to defend,
     reimburse, or indemnify Agent (including, but not
     limited to, paragraphs, 2.1, 2.2, 5,  7.2, 11, 12,
     13, 14, 15.4, 18, 19.3 and 19.4) shall survive any
     termination; and if Agent is or becomes involved in
     any proceedings or litigation by reason of having
     been Owner's Agent, such provisions shall apply as
     if this Agreement were still in effect.

Section 21 - HEADINGS

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

Section 22 - FORCE MAJEUR

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





Section 23 - COMPLETE AGREEMENT

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

Section 24 - RIGHTS CUMULATIVE; NO WAIVER

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















Section 25 - APPLICABLE LAW AND PARTIAL INVALIDITY

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

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

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

     Owner:    The Council of Unit Owners of the
Residences and Inn at Henderson's Wharf,               A
Condominium, Inc.
               c/o Boston Bay Capital, Inc.
               One Liberty Square
               Boston, MA 02109
               ATTN:  Terrence P. Sullivan

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

Section 26 - AGREEMENT BINDING UPON SUCCESSORS AND
     ASSIGNS

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

SIGNATURES

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

Witnesses:                              The Council of
Unit Owners of the
                                   Residences and Inn at
Henderson's Wharf,
__________________________              A Condominium,
Inc.

                                   By:
_______________________________
                                           Terrence P.
Sullivan, President




                                   Agent:

                                        Firm:  Claremont
Management Corporation

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