EXHIBIT C

                        ESCROW AGREEMENT


           THIS  ESCROW  AGREEMENT is made on this _____  day  of
_________________, 19__, by and among COLVIN GREGG RYAN ("Ryan"),
HENDERSON'S  WHARF BALTIMORE L.P., a Delaware limited partnership
("HWBLP"), and DOUGLAS G. WORRALL (the "Escrow Agent").

                           Background

                      Pursuant   to  an  Agreement   of
          Purchase  and  Sale dated June 1,  1994  (the
          "Agreement"), Ryan agreed to sell, and  HWBLP
          agreed  to buy, Condominium Unit No.  510  in
          THE  RESIDENCES AND INN AT HENDERSON'S WHARF,
          A     CONDOMINIUM,    together    with    all
          appurtenances   and   advantages    thereunto
          pertaining, and Parking Unit No.  68  and  an
          undivided  percentage interest in the  common
          elements, common expenses and common  profits
          in  the condominium regime (collectively, the
          "Property").

                     In  accordance with the Agreement,
          HWBLP  is obligated to pay to Ryan an  amount
          equal to the difference between the appraised
          value of the Property as of June 1, 1999  and
          the  purchase price paid for the Property  on
          February 27, 1996 (the "Difference").

                     The  Agreement provides  that  the
          payment of the Difference shall be secured by
          collateral in the form of a letter of credit,
          bond  or  cash in the amount of $25,000  (the
          "Collateral").     The   Agreement    further
          provides that the Collateral is to be held by
          the Escrow Agent.


                           Agreements

           NOW,  THEREFORE,  for  and  in  consideration  of  the
premises  and other good and valuable consideration, the  receipt
and  sufficiency  of which are hereby acknowledged,  the  parties
agree as follows:

           1.    Deposit of Collateral.  Simultaneously with  the
execution of this Escrow Agreement, HWBLP shall deposit with  the
Escrow  Agent cash in the amount of Twenty Five Thousand  Dollars
($25,000), which Collateral shall be held in escrow in accordance
with  the  terms  of this Escrow Agreement in an interest-bearing
account  with  a  federally-insured financial  institution  doing
business and having an office in the State of Maryland.

           2.   Release of Collateral.  Within three (3) business
days  after  the issuance by the appraiser of the  value  of  the
Property as of June 1, 1999, in accordance with section  2(a)  of
the  Agreement, the parties shall so notify the Escrow Agent who,
within five (5) business days after receipt of such notice, shall
deliver  by hand or overnight receipted delivery a check  in  the
amount  of  the Difference (if greater than zero) to Ryan  and  a
check  in  the amount of the balance of the Collateral to  HWBLP.
In  the  event  that  the  Escrow  Agent  does  not  receive  the
Instructions  on  or before December 27, 1999, or  in  the  event
there  is at any time a dispute between HWBLP and Ryan concerning
the disposition of the Collateral, the Escrow Agent shall file an
interpleader  action  in the Circuit Court  for  Baltimore  City,
Maryland,  and  interplead HWBLP and Ryan,  in  which  event  the
Escrow  Agent shall be relieved of any further obligations  under
this Escrow Agreement.

          3.   Compensation and Expenses.  The Escrow Agent shall
receive  no  compensation for his services performed  under  this
Escrow  Agreement.  The Escrow Agent shall not be reimbursed  for
attorneys'  fees  or costs incurred as a result  of  any  dispute
between  HWBLP  and  Ryan  or as a result  of  any  interpleader;
provided,  however,  the  Escrow Agent shall  be  reimbursed  for
filing fees as a result of any such interpleader, in which  event
such  filing fees shall be reimbursed one-half by HWBLP and  one-
half by Ryan.

           4.    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:

     If  to  HWBLP:             Henderson's Wharf Baltimore L.P.
                                   c/o Claremont Management
                                     Corporation
                                   Batterymarch Park II
                                   Quincy, Massachusetts  02169
                                   Attn:  Mr. Terrence Sullivan
                                   Telecopy No. (617) 472-3670

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

      If to Ryan:                  Mr. Colvin Gregg Ryan
                                   Unit 510
                                   1000 Fell Street
                                   Baltimore, Maryland  21231
                                   Telecopy No. (410) 752-0715

      If to the Escrow Agent:      Douglas G. Worrall, Esq.
                                   Smith, Somerville & Case
                                   100 Light Street
                                   Baltimore, Maryland  21202
                                   Telecopy No. (410) 385-8060

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 in
the U.S. mails.

           5.   Binding Effect.  This Escrow Agreement and all of
the  provisions hereof shall be binding upon and shall  inure  to
the  benefit  of  the parties hereto and their respective  heirs,
devisees,  legatees,  personal  representatives,  successors  and
assigns.

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

WITNESS:                      HENDERSON'S WHARF BALTIMORE L.P.

                              By:  Henderson's Wharf Development
                                   Corporation, General Partner



___________________________________By:______________________(SEAL)
                                      Name:_________________
                                      Title:________________


WITNESS:



___________________________________By:____________________(SEAL)
                                      COLVIN GREGG RYAN


WITNESS:



___________________________________By:_____________________(SEAL)
                                      DOUGLAS G. WORRALL,
                                      as Escrow Agent