00048493.09
January 26, 1996

           PARTNERSHIP INTEREST REDEMPTION AGREEMENT


           THIS PARTNERSHIP INTEREST REDEMPTION AGREEMENT is made
this   27th day of February 1996, by and among HENDERSON'S  WHARF
MARINA,  L.P., a Delaware limited partnership (the "Partnership")
and  HWFP,  INC., a Maryland corporation (the "Selling Partner"),
and   HENDERSON'S  WHARF  DEVELOPMENT  CORPORATION,  a   Delaware
corporation  ("HWDC"), and HISTORIC PRESERVATION PROPERTIES  1990
L.P.  TAX  CREDIT  FUND, a Delaware limited  partnership  ("HPP")
(HWDC and HPP are, collectively, the "Partnership Parties"),  who
signed for the purposes hereinafter set forth.

                     EXPLANATORY STATEMENT

            A.    The  Partnership  was  formed  pursuant  to  an
Agreement of Limited Partnership dated as of July 18, 1990 and  a
Certificate of Limited Partnership dated as of July 12, 1990  and
filed  with the Office of the Secretary of State of the State  of
Delaware  on  July 20, 1990.  The affairs of the Partnership  are
now  governed  by  the  Third Amended and Restated  Agreement  of
Limited   Partnership,  dated  as  of  December  31,  1992   (the
"Partnership Agreement").

           B.   The Partnership owns the fee simple interest in a
parcel  of land known as the Marina at Henderson's Wharf  located
in Baltimore, Maryland (the "Marina").

           C.    The  Partners  of  the  Partnership,  and  their
respective   partnership   interests  are:    HENDERSON'S   WHARF
DEVELOPMENT CORPORATION, a Delaware corporation ("HWDC"), with  a
1% general partnership interest; HISTORIC PRESERVATION PROPERTIES
1990  L.P.  TAX  CREDIT  FUND,  a  Delaware  limited  partnership
("HPP"),  with  a 49% limited partnership interest;  and  Selling
Partner with a 50% limited partnership interest.  HWDC, HPP,  and
Selling  Partner  own all of the general and limited  partnership
interests in the Partnership.

            D.     Simultaneously  with  the  execution  of  this
Partnership  Interest  Redemption  Agreement  (the  "Agreement"),
Henderson's Wharf Baltimore, L.P., a Delaware limited partnership
and  an  affiliated entity to the Partnership, is paying  to  the
Selling  Partner  Five  Million Seven  Hundred  Thousand  Dollars
($5,700,000.00) for a full release of a First Deed of Trust and a
Contingent  Purchase  Price  Promissory  Note  from  the  Selling
Partner  in connection with a piece of property adjacent  to  the
Marina containing approximately 275 condominium units and  a  38-
room inn.
           E.    The  Selling Partner has agreed to sell and  the
Partnership  has  agreed to redeem all of the  Selling  Partner's
right, title and interest as a limited partner in the Partnership
pursuant to the terms and conditions of this Agreement.

                           AGREEMENTS

           NOW, THEREFORE, in light of the foregoing and for good
and  valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

          1.  Agreement to Sell Partnership Interest.

           At  the  Closing hereunder, the Selling Partner  shall
sell,  transfer and assign to the Partnership and the Partnership
shall  redeem  at  the price, and upon the terms  and  conditions
hereinafter  set forth (the "Redemption"), the Selling  Partner's
entire  50%  limited  partner interest in  the  Partnership  (the
"Interest").

          2.  Purchase Price.

                The  purchase  price for the  Redemption  of  the
Interest  shall  be  TWO  HUNDRED TWENTY  FIVE  THOUSAND  DOLLARS
($225,000.00) (the "Purchase Price"), which Purchase Price  shall
be  evidenced  by and payable in accordance with  the  terms  and
conditions of a promissory note (the "Note") in the form attached
hereto as Exhibit A.

          3.  Closing.

                3.1.  Closing Date.  Closing shall take place  no
later  than  February ____, 1996 or such other  date  as  may  be
mutually  agreed to by the parties (the "Closing Date"),  at  the
offices of the Partnership or at such other location as is agreed
upon by the parties.

                3.2.   Actions To Be Taken By the Selling Partner
At  Closing.   Prior  to or at the Closing, the  Selling  Partner
shall  execute  and  deliver or cause  to  be  delivered  to  the
Partnership:

                     3.2.1  an Assignment of Partnership Interest
and  Bill of Sale (the "Assignment") in the form attached  hereto
as Exhibit B; and

                    3.2.2  the First Amendment to the Partnership
Agreement  (the  "Amendment")  in the  form  attached  hereto  as
Exhibit C.

                     3.2.3  a Release of $1,187,500 Deed of Trust
(the "Release") in the form attached hereto as Exhibit D.

                     3.2.4   two  (2)  original  Terminations  of
Financing  Statement  dated July 31, 1990 in  the  form  attached
hereto as Exhibit E.

                3.3.   Actions To be Taken by the Partnership  at
Closing.   Prior  to  or  at the Closing, the  Partnership  shall
execute  and  deliver  or cause to be delivered  to  the  Selling
Partner the Required Documents which shall be defined as:

                    3.3.1  the Note;

                     3.3.2  a Deed of Trust securing the Note  in
the  form  attached  hereto as Exhibit F (the "Deed  of  Trust"),
which  Deed of Trust shall be recorded by the Selling Partner  at
its  sole expense immediately subsequent to the recordation of  a
Second  Amendment to Reciprocal Easement Agreement  in  the  form
attached hereto as Exhibit G;

                      3.3.3   Assignment  of  Leases  and   Rents
securing the Note in the form attached hereto as Exhibit F;

                     3.3.4  UCC-1 Financing Statement naming  the
Selling Partner as the secured party; and

                    3.3.5  the Amendment.

           4.   Selling Partner's Representations and Warranties.
The  Selling Partner represents and warrants as follows  each  of
which shall be deemed to be re-made at Closing.

                4.1.   The Selling Partner is the sole legal  and
beneficial  owner of the Interest.  The Selling Partner  has  not
sold, transferred or encumbered any or all of the Interest.   The
Selling Partner has the full and sufficient right at law  and  in
equity  to  transfer  and  assign the  entire  Interest,  and  is
transferring  and assigning the Interest to the Partnership  free
and  clear  of any and all right, title or interest of any  other
person or entity whatsoever; and

                4.2.  The Selling Partner has no knowledge of any
actions,  suits  or  proceedings which have  been  instituted  or
threatened against or affecting it at law or in equity or  before
any   Federal,   State  or  municipal  governmental   department,
commission,  board, bureau, agency or instrumentality  that  will
impose  any  liability on the Partnership  as  a  result  of  its
Redemption of the Interest.

                4.3.   The  Selling Partner has duly and  validly
authorized,  executed and delivered this Agreement,  and  neither
the  execution  nor  the  delivery  of  this  Agreement  nor  its
performance are restricted by or violate any contractual or other
obligation of the Selling Partner.

                 4.4.    Upon  the  closing  of  the  transaction
contemplated herein and the execution and delivery, respectively,
by  the  Selling Partner and by the Partnership of the  documents
listed  in  subsections 3.2 and 3.3 hereof, the  Selling  Partner
acknowledges that it will have no claims against the  Partnership
with respect to the Selling Partner having been a partner of  the
Partnership or with respect to the Interest.


          5.  Partnership's Representations and Warranties.

                5.1   The Partnership represents and warrants  to
the  Selling Partner that it is authorized to execute and deliver
this  Agreement,  and to perform its obligations  hereunder,  and
that neither the execution nor the delivery of this Agreement nor
its  performance  hereunder  are restricted  by  or  violate  any
contractual or other obligation of the Partnership.

                 5.2    Upon   the  closing  of  the  transaction
contemplated herein and the execution and delivery, respectively,
by  the  Selling  Partner and the Partnership, of  the  documents
listed  in  subsections  3.2  and  3.3  hereof,  the  Partnership
acknowledges  that  it will have no claims  against  the  Selling
Partner with respect to the Selling Partner having been a Partner
of the Partnership or with respect to the Interest.

          6.  Releases.

                The  Partnership and the Partnership Parties,  on
the  one  hand,  and the Selling Partner on the other  hand,  for
themselves  and  for,  as  applicable,  their  general  partners,
limited   partners,   officers,  directors,  employees,   agents,
principals,  stockholders,  and  for  all  of  their   respective
successors and assigns, hereby release and forever discharge each
other  and, as applicable, all of their general partners, limited
partners,  officers,  directors, employees,  agents,  principals,
stockholders,  and  for  all of their respective  successors  and
assigns,  from  all  sums  of  money, accounts,  actions,  suits,
proceedings,  judgments,  liabilities,  and  causes  of   action,
demands of claims whatsoever, known or unknown, past, present, or
future,  that  either party had, has, or will  have  against  the
other,  for,  by reason of, or with respect to, any  act,  cause,
matter,  or thing that has occurred or existed from the beginning
of  time  to  the  date  of this Agreement.  Notwithstanding  the
foregoing  or  any  other  provision of  this  Agreement  to  the
contrary,  the  foregoing release does not apply  to  any  claims
arising  out of or relating to (i) the rights and liabilities  of
the Partnership, the Selling Partner, and the Partnership Parties
under  this  Agreement  or any Exhibits  thereto,  and  (ii)  the
obligations of the Partnership and/or Partnership Partners  under
the Note, Deed of Trust, and Assignment of Leases and Rents.

          7.  Indemnification.

                7.1   By  Selling  Partner.  The Selling  Partner
shall defend, indemnify and hold harmless the Partnership and the
Partnership Parties against and from any and all liability, claim
of  liability  or  expense  including reasonable  attorneys  fees
arising   out   of   any   failure  of  the   Selling   Partner's
representations contained in the provisions of Section  4  to  be
true,  accurate and complete in all material respects, including,
without limitation, the payment of reasonable attorneys fees.

                7.2   By the Partnership.  The Partnership  shall
defend,  indemnify and hold harmless the Selling Partner  against
and  from  any and all liability, claim of liability  or  expense
including reasonable attorneys fees arising out of any failure of
the Partnership's representations contained in the provisions  of
Section  5  to  be  true, accurate and complete in  all  material
respects,   including,  without  limitation,   the   payment   of
reasonable attorneys fees.

           8.  Further Assurances.  The Selling Partner agrees to
execute,  acknowledge, and deliver any such further  assignments,
conveyances,  certificates and other assurances,  documents,  and
instruments as may reasonably be requested by the Partnership for
the  purpose  of  effecting  and  consummating  the  transactions
contemplated hereby.

           9.   Default and Remedies.  In the event of a  default
hereunder  by  the Selling Partner or the Partnership,  the  non-
defaulting  party may pursue any remedy available at  law  or  in
equity  against  such  defaulting party,  including  a  suit  for
specific performance.

          10.  Real Estate Brokers.  The parties hereto represent
and  warrant to each other that no brokerage or real estate agent
was  employed  or utilized by any Selling Partner or  Partnership
with regard to the sale contemplated herein.  The Selling Partner
agrees  to indemnify and hold harmless the Partnership  from  any
claim  for compensation made by any broker or agent with  respect
to  this  purchase and sale because of the actions of the Selling
Partner  herein.   The Partnership agrees to indemnify  and  hold
harmless the Selling Partner from any claim for compensation made
by  any  broker or agent with respect to this purchase  and  sale
because of the actions of the Partnership herein.

           11.   Notice.   Any  notice to  be  given  under  this
Agreement by Partnership to Selling Partner shall be deemed to be
given  if  and  when  hand delivered with receipted  delivery  or
delivered  by  the  United States Registered or  Certified  Mail,
postage  prepaid, return receipt requested, addressed to  Selling
Partner at:

                    c/o J.E. Robert Companies
                    1650 Tysons Boulevard
                    Suite 1600
                    McLean, Virginia 22102
                    Attn:  Stephen E. Cox

          With a copy to:

                    Leslie A. Kaplan, Esquire
                    Dickstein Shapiro & Morin, L.L.P.
                    2101 L Street, N.W.
                    Washington, D.C.  20037-1526

and  any notice to be given by Selling Partner to the Partnership
shall  be  deemed  to  be  given if and  when  hand-delivered  or
delivered  by  the  United States Registered or  Certified  Mail,
postage  prepaid,  return  receipt requested,  addressed  to  the
Partnership at:

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

with a copy to:     Richard Rubin, Esquire
                    Neuberger,  Quinn, Gielen, Rubin  &  Gibber,P.A.
                    27th Floor
                    Commerce Place
                    One South Street
                    Baltimore, Maryland  21202

          12.  Miscellaneous.

                12.1.  This Agreement shall be binding upon,  and
shall  inure  to  the benefit of, the parties  hereto  and  their
respective   heirs,  personal  representatives,  successors   and
assigns.  None of the parties shall have any right to assign this
Agreement.

                12.2.  The recitals are an integral part of  this
Agreement.

                12.3.   This  Agreement  shall  be  construed  in
accordance with the laws of the State of Maryland.

                  12.4.    This   Agreement   may   be   executed
simultaneously in two or more counterparts each of which shall be
deemed  an  original, and all of which when taken together  shall
constitute  one  and the same instrument binding on  the  parties
hereto.   The signature of any party to any counterpart shall  be
deemed  a  signature  to  and  may  be  appended  to  any   other
counterpart.

                12.5.   Time shall be of the essence with respect
to this Agreement.

                12.6.   This  Agreement  constitutes  the  entire
understanding  among the parties hereto as to the subject  matter
hereof,  and  supersedes all prior written or oral  negotiations,
representations, guaranties, warranties, promises, statements  or
agreements among the parties hereto as to the Interest.

           IN  WITNESS WHEREOF, the undersigned have caused these
presents  to  be  executed under seal on the day and  year  first
above written.

WITNESS:                           SELLING PARTNER:

                                   HWFP, INC.




______________________________By:____________________________(SEAL)


WITNESS:                      THE PARTNERSHIP:

                              HENDERSON'S WHARF MARINA, L.P.,

                              By: Henderson's Wharf Development
                                  Corporation, its general partner



_____________________________ By:________________________________
                                  Terrence P. Sullivan,
                                  president

                              THE PARTNERSHIP PARTIES:

                              HENDERSON'S WHARF DEVELOPMENT CORPORATION




______________________________  By:____________________________________
                                   Terrence P. Sullivan,
                                   president


                              HISTORIC PRESERVATION PROPERTIES 1990
                              L.P. TAX CREDIT FUND

                              By: Boston Historic II Partners Limited
                                  Limited  Partnership,its general
                                  partner

                                  By: BHP II Advisors Limited
                                      Partnership, its general partner


______________________________ By:_____________________________
                                  Terrence P. Sullivan,
                                  general partner

                                  By: Portfolio Advisory
                                      Services II, Inc.,
                                      its general partner


______________________________ By:_____________________________
                                  Terrence P. Sullivan,
                                  president
                           EXHIBITS TO

           PARTNERSHIP INTEREST REDEMPTION AGREEMENT


          A.   Promissory Note

          B.    Assignment of Partnership Interest and  Bill  of Sale

          C.   First Amendment to Partnership Agreement

          D.   Release of $1,187,500 Deed of Trust

          E.   Termination of Financing Statement dated July
               31, 1990

          F.   Deed of Trust

          G.   Second Amendment to Reciprocal Easement Agreement

          H.   Assignment of Leases and Rents
                           EXHIBIT A

                        PROMISSORY NOTE




                           EXHIBIT B

               ASSIGNMENT OF PARTNERSHIP INTEREST
                        AND BILL OF SALE

                           (Attached)
                           EXHIBIT B

               ASSIGNMENT OF PARTNERSHIP INTEREST
                        AND BILL OF SALE

           FOR  VALUE  RECEIVED, the receipt and  sufficiency  of
which are hereby acknowledged, HWFP, Inc., a Maryland corporation
("Selling Partner"), hereby sells, assigns, sets over, transfers,
and  permits to be redeemed, without recourse or warranty of  any
nature whatsoever, express or implied, except as specifically set
forth  in  the Partnership Interest Redemption Agreement  by  and
among  the  parties  hereto  and  of  even  date  herewith,  unto
Henderson's  Wharf  Marina, L.P., a Delaware limited  partnership
(the  "Partnership"),  its successors and  assigns,  all  of  the
Selling  Partner's right, title and interest in  the  Partnership
(the  "Interest"),  currently standing in the  Selling  Partner's
name   on  the  books  of  the  Partnership,  including,  without
limitation,  the right to receive the share of profits  or  other
compensation  or  losses  to  which  the  Selling  Partner  would
otherwise  be  entitled,  and the right  to  the  return  of  the
contribution,  if any, of the Selling Partner to the  capital  of
the  Partnership.   Effective  upon the  execution  and  delivery
hereof, the Partnership shall have the right to exercise  all  of
the  rights and privileges which the Selling Partner, as  limited
partner, had in the Partnership.

           The  Selling Partner agrees that it will  execute  and
deliver such further instruments of sale, conveyance and transfer
and  take  such further actions as the Partnership may reasonably
request in order to effectuate the conveyance intended herein.

           This  Assignment of Partnership Interest and  Bill  of
Sale  shall  inure  to  the benefit of the  Partnership  and  its
successors and assigns.

           IN  WITNESS WHEREOF, the undersigned has executed this
Assignment  of Partnership Interest and Bill of Sale  as  of  the
27th day of February, 1996.

WITNESS:                           HWFP, Inc.



______________________________By:_______________________(SEAL)


Acknowledged and Accepted as
of this ____ day of _____________


THE PARTNERSHIP:

HENDERSON'S WHARF MARINA, L.P.,

By: Henderson's Wharf Development
    Corporation



    By:__________________________________
       Terrence P. Sullivan,
       President

THE PARTNERSHIP PARTIES:

HENDERSON'S WHARF DEVELOPMENT CORPORATION



By:______________________________________
   Terrence P. Sullivan,
   President



HISTORIC PRESERVATION PROPERTIES 1990
L.P. TAX CREDIT FUND

By: Boston Historic II Partners
    Limited Partnership, its sole
    general partner

        By: BHP II Advisors Limited
        Partnership, its sole general
        partner



        By:___________________________
           Terrence P. Sullivan,
           general partner

            By: Portfolio Advisory
            Services II, Inc.

            By:_______________________
               Terrence P. Sullivan,
               President

                           EXHIBIT C

              FIRST AMENDMENT TO THE THIRD AMENDED
         AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

                           (Attached)
                           EXHIBIT D

              RELEASE OF $1,187,500 DEED OF TRUST
                            RELEASE


         THIS  RELEASE made as of the 31st day of December, 1992,
by  and  among  HWFP.,  Inc., a Maryland Corporation  ("Lender"),
JOSEPH  E.  ROBERT, JR., a trustee and HENDERSON'S WHARF  MARINA,
L.P., a Delaware limited partnership ("Borrower").

         WITNESSETH, THAT WHEREAS, by that certain Purchase Money
Deed  of  Trust (the "Deed of Trust") dated as of July 31,  1990,
and  recorded among the Land Records of Baltimore City, Maryland,
in  Liber 2563, folio 193, Borrower conveyed to Kenneth M.  Stein
and   Joseph  E.  Robert,  Jr.,  as  trustees  (collectively  and
singularly the "Trustees"), all of that real property in the said
City which is described therein (the "Property"), as security for
the  debt  referred  to  therein and  owed  to  Lender,  and  for
Borrower's    performance   of   Borrower's   other   obligations
thereunder; and

          WHEREAS,  by  that  certain  Deed  of  Appointment   of
Substitute  Trustee dated September 25, 1991, and recorded  among
the land Records of Baltimore City, Maryland, in Liber 3010 folio
51, the said Kenneth M. Stein was removed from his position as  a
trustee  under the Deed of Trust and Harley D. Cook was appointed
in his place as a trustee under the Deed of Trust; and

          WHEREAS,  by  that  certain  Deed  of  Appointment   of
Substitute Trustee dated August 31, 1992, and recorded among  the
land  Records  of Baltimore City, Maryland, in Liber  3388  folio
273,  the said Harley D. Cook was removed from his position as  a
trustee under the Deed of Trust, and S. Herbert Tinley, III,  was
appointed in his place as a trustee under the Deed of Trust; and

         WHEREAS, the said S. Herbert Tinley, III, resigned as  a
trustee under the Deed of Trust and has not been replaced; and

         WHEREAS, the Deed of Trust authorizes any one Trustee to
act  on  behalf  of the Trustees in all matters,  and  that  such
action when so taken shall be considered for all purposes  as  if
taken by the Trustees; and

          WHEREAS,  such  debt  has  been  fully  satisfied  and,
consequently,  Borrower has asked that Lender  and  the  Trustees
release from the lien, operation and effect of the Deed of  Trust
the  Property, and Lender is willing to do so and has  authorized
the Trustees to do so.

        NOW, THEREFORE, IN CONSIDERATION OF Borrower's payment to
Lender of Ten and 00/100 Dollars ($10.00) and for other good  and
valuable  consideration, the receipt and adequacy  of  which  are
hereby acknowledged by each party hereto, Lender and the Trustees
hereby release, quit, remise and abandon unto Borrower, from  the
lien,  operation  and effect of the Deed of  Trust,  all  of  the
Property  which is now subject thereto, so that the  Property  is
now  and hereafter shall be free and clear of the lien, operation
and  effect of the Deed of Trust as if it had never been executed
and as if the Property had never been subject thereto.

        LENDER AND THE TRUSTEES hereby agree to give such further
assurance of the foregoing as may be requisite.

        IN WITNESS WHEREOF, Lender and the Trustees have executed
and  ensealed  this  Release or caused  it  to  be  executed  and
ensealed   on   their   behalves   by   their   duly   authorized
representatives, as of the day and year first above written.

WITNESS or ATTEST:                 LENDER:

                                   HWFP, INC.




______________________________By:__________________________
                                   Joseph E. Robert, Jr.
                                   Vice President


                                   TRUSTEES:



______________________________________________________________
                                   JOSEPH E. ROBERT, JR., Trustee




STATE OF _____________)
                           ) to wit:
COUNTY OF ____________)

           I  HEREBY  CERTIFY, that on this ____ day of February,
1996  before me, a Notary Public in and for the State and  County
aforesaid, personally appeared JOSEPH E. ROBERT, JR., known to me
or   satisfactorily  proven  to  be  the  person  whose  name  is
subscribed to the within instrument, who acknowledged that he  is
the Vice President of HWFP, INC., a Maryland corporation, that he
has  been  duly  authorized to execute, and  has  executed,  such
instrument  on his behalf for the purpose therein set forth,  and
that the same is its act and deed.

           IN  WITNESS  WHEREOF, I have set my hand and  Notarial
Seal, the day and year first above written.


________________________________
                                   Notary Public

My Commission Expires:

______________________


STATE OF _____________)
                           ) to wit:
COUNTY OF             )

           I  HEREBY  CERTIFY, that on this ____ day of February,
1996  before me, a Notary Public in and for the State and  County
aforesaid, personally appeared JOSEPH E. ROBERT, JR., known to me
or   satisfactorily  proven  to  be  the  person  whose  name  is
subscribed to the within instrument, who acknowledged that he  is
the  person  named  as Trustee in the deed of trust  referred  to
therein,  that  he has been duly authorized to execute,  and  has
executed,  such instrument on his behalf for the purpose  therein
set forth, and that the same is its act and deed.

           IN  WITNESS  WHEREOF, I have set my hand and  Notarial
Seal, the day and year first above written.




________________________________
                                   Notary Public

My Commission Expires:

______________________





          THIS IS TO CERTIFY THAT THIS INSTRUMENT WAS PREPARED BY
OR  UNDER  THE  SUPERVISION OF THE UNDERSIGNED, AN ATTORNEY  DULY
ADMITTED TO PRACTICE BEFORE THE COURT OF APPEALS OF MARYLAND.



________________________________
                                   Richard Rubin



AFTER RECORDING,
PLEASE RETURN TO:

Richard Rubin, Esquire
Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.
27th Floor, Commerce Place
One South Street
Baltimore, Maryland 21202-3201
                           EXHIBIT E

               TERMINATION OF FINANCING STATEMENT
                      DATED JULY 31, 1990

TO BE RECORDED IN THE FINANCING STATEMENT RECORDS OF
THE MARYLAND STATE DEPARTMENT OF ASSESSMENTS AND TAXATION


                     TERMINATION STATEMENT

This  Termination  Statement is presented  to  a  filing  officer
pursuant to the Maryland Uniform Commercial Code.

          1.   NAME AND ADDRESS OF DEBTOR:

               HENDERSON'S WHARF MARINA, L.P.
               c/o Claremont Management Corporation
               Batterymarch Park II
               Quincy, Massachusetts 02169

          2.   NAME AND ADDRESS OF SECURED PARTY:

               HWFP, INC.
               c/o J. E. Robert Companies
               1650 Tysons Boulevard
               Suite 1600
               McLean, Virginia 22102

           3.    This  Statement refers to the original Financing
Statement  No. 102397805 filed August 27, 1990, and  recorded  at
Film 3265, Folio 0884.

           4.    The  Secured Party of record no longer claims  a
security interest under the Financing Statement bearing the above
file number.

                    Secured Party:

                    HWFP, INC.


                    By:_________________________________

                    Title:______________________________



Return to:     Richard Rubin, Esquire
               Neuberger, Quinn, Gielen, Rubin &
                    Gibber, P.A.
               27th Floor, Commerce Place
               One South Street
               Baltimore, Maryland 21202
                           EXHIBIT F

                         DEED OF TRUST

                           EXHIBIT G

       SECOND AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT
                           EXHIBIT H

                 ASSIGNMENT OF LEASES AND RENTS