MANAGEMENT AGREEMENT
                                 

This Agreement is made this 20th day of  March 1996, by and between
The Cosmopolitan at Mears Park, LLC (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 lease and 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 leasing and 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 Cosmopolitan at Mears Park, LLC
     located at 250 E. Sixth Street, St. Paul, MN, consisting of
     the land, building, and other improvements described as a 255
     unit residential community in the state of Minnesota.

1.3  TERM
     The terms of the Agreement shall be for an initial period of
     15 months (the "initial term") from the 20th day of March
     1996, to including the 30th day of June 1997; and thereafter
     shall be automatically renewed from year to year unless
     terminated as provided in sections 21 or 27 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.  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.

1.5  APARTMENT FOR ON-SITE STAFF
     Owner shall provide a suitable apartment(s) on the Premises,
     if deemed appropriate by mutual consent of both parties, for
     the use of an on-site manager and/or a resident janitor and
     their families, rent free, except that such resident staff
     shall pay for heat and utilities in the same manner as other
     tenants.  The specific apartment(s) shall be the Owner's
     choice.






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
     Cosmopolitan at Mears Park, LLC 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 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
     Upon refinancing/purchase of mortgage note of the Premises
     currently held by Mellon Bank, N.A., and in accordance with
     new mortgage note, Owner shall remit to Agent an amount to be
     determined by the manager 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, also to be determined by the manager, as a
     contingency reserve.  Owner agrees to maintain the contingency
     reserve stated above at all times in the Operating (and/or)
     Reserve Account(s) to enable Agent to pay the obligations of
     Owner under this Agreement as they become due.  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  SECURITY DEPOSIT ACCOUNT
     Agent shall, if required by law, maintain a separate interest
     bearing account for tenant security deposits and advance
     rentals.  Such account shall be maintained in accordance with
     applicable state or local laws, if any.

2.3  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 9.1 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
     rents, charges and other amounts receivable on Owner's account
     in connection with the management and operation of the
     Premises.  Such receipts (except tenants' security deposits
     and advance rentals, which shall be handled as specified in
     paragraphs 2.2 and 3.3 hereof; and special charges, which
     shall be handled as specified in paragraph 3.2 hereof) 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 tenants
     any or all of the following:  and administrative charge for
     late payment of rent, a charge for returned or non-negotiable
     checks, a credit report fee, an administrative charge and/or
     commission for subleasing.

3.3  SECURITY DEPOSITS
     Agent shall collect, deposit, and disburse tenants' security
     deposits in accordance with the terms of each tenant's lease.
     Agent shall pay from operations tenants interest upon such
     security deposits only if required by law to do so.  Agent
     shall comply with all applicable state or local laws
     concerning the responsibility for security deposits and
     interest, if any.

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 17.

4.2  DEBT SERVICE
     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 mortgage indebtedness, 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 and 4.2, and paragraph
     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, to the Security
     Deposit Account, 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 17.7 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, 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 10.1 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.

6.4  TAX ASSESSMENTS
     Agent will inform Owner of changes in the amount of real or
     personal property tax assessments and assist Owner in
     compiling all necessary information in connection with any
     contest or appeal of any assessments.

Section 7 - ADVERTISING

     Agent is authorized to advertise the Premises or portions
     thereof for rent using periodicals, signs, plans, brochures,
     or displays, or such other means as Agent may deem proper and
     advisable and in accordance with Section 6.2.  Agent is
     authorized to place signs on the Premises advertising the
     Premises for rent, provided such signs comply with applicable
     laws.  The cost of such advertising shall be paid out of the
     Operating (and/or) Reserve Account(s).  All advertising shall
     make clear that Agent is the manager and NOT the Owner of the
     Premises.  Newspaper ads that share space with other
     properties managed by the Agent shall be prorated on a
     reasonable basis.

Section 8 - LEASING AND RENTING

8.1  AGENT'S AUTHORITY TO LEASE PREMISES
     Agent shall use all reasonable efforts to keep the Premises
     rented by procuring tenants for the Premises.  Agent is
     authorized to negotiate, prepare, and execute all leases,
     including all renewals and extensions of leases (and
     expansions of space in the Premises, if applicable) and to
     cancel and modify existing leases.  Agent shall execute all
     leases as Agent for the Owner.  All costs of leasing shall be
     paid out of the Operating (and/or) Reserve Account(s).  No
     lease shall be in excess of two year(s) without written
     approval of Owner.  The form of the lease shall be agreed upon
     by Owner and Agent.

8.2  NO OTHER RENTAL AGENT
     During the time of this Agreement.  Owner shall not authorize
     any other person, firm, or corporation to negotiate or act as
     leasing or rental agent with respect to any leases for space
     in the Premises.  Owner agrees to promptly forward all
     inquiries about leases to Agent.

8.3  RENTAL RATES
     Agent, with the consent of the Owner, is authorized to
     establish and change or revise all rents, fees, or deposits,
     and any other charges chargeable with respect to the Premises.




8.4  ENFORCEMENT OF LEASES
     Agent is authorized to institute, in Owner's name, all legal
     actions or proceedings for the enforcement of any lease term,
     for the collection of rent or other income from the Premises
     or for the evicting or dispossessing of tenants or other
     persons from the Premises.  Agent is authorized to sign and
     serve such notices as Agent deems necessary for lease
     enforcement, including the collection of rent or other income.
     Agent is authorized, when expedient, to settle, compromise,
     and release such legal actions or suits or reinstate such
     tenancies.  Any monies for such settlements paid out by Agent
     shall not exceed $5,000 without prior approval by Owner.
     Attorney's fees, filing fees, court costs, and other necessary
     expenses incurred in connection with such actions and not
     recovered from tenants shall be paid out of the Operating
     (and/or) Reserve Account(s) or reimbursed directly to Agent by
     Owner.  Agent may select the attorney of its choice to handle
     such litigation upon the advise and consent of Owner.

Section 9 - EMPLOYEES

9.1  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.

9.2  OWNER PAYS EMPLOYEE EXPENSES
     All wages and fringe benefits payable to such employees hired
     per paragraph 9.1 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.

9.3  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.

9.4  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.

9.5  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 10 - 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 lease
     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 made in accordance to approved budget and
     shall be paid out of the Operating (and/or) Reserve
     Account(s).  This section applies except where decorating
     and/or maintenance are at tenants' expense as stipulated in a
     lease.

10.1 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 11 - 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 12 - 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 13 - 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 14 - 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 15 - 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 16 - OWNER RESPONSIBLE FOR ALL EXPENSES OF LITIGATION

     Owner shall reimburse all reasonable expenses incurred by
     Agent, including but not limited to, reasonable 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.

16.1 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 17 - 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:

17.1 FOR MANAGEMENT SERVICES
     The greater of (i) $5,200 per month or (ii) 4% of the total
     monthly gross receipts from the premises, payable by the 1st
     day of the current month for the duration of this Agreement.
     Payments due Agent for Periods of less than a calendar month
     shall be prorated over the number of days for which
     compensation is due.  The percentage amount set forth in (ii)
     above shall be based upon the total gross receipts form the
     premises during the preceding month.

     The term "gross receipts" shall be deemed to include all
     collected rents and other income and charges from the normal
     operation of the Premises, including, but not limited to,
     rents, parking fees, laundry income, forfeited security
     deposits, pet deposits, other fees and deposits, special
     charges listed in paragraph 3.2, or excess interest on
     security deposits (from paragraph 3.3), and other
     miscellaneous income.  Gross receipts shall NOT be deemed to
     include the value of units provided to on-site staff, nor the
     income arising out of the sale of real property or settlement
     of fire or other casualty losses and items of a similar
     nature.

17.2 FOR APARTMENT LEASING
     N/A.

17.3 FOR COMMERCIAL LEASING
     N/A.

17.4 FOR MODERNIZATION (REHABILITATION/CONSTRUCTION)
     N/A.

17.5 FOR FIRE RESTORATION
     10% of total restoration if Claremont Management Corporation
     acts as general contractor.

17.6 FOR OTHER ITEMS OF MUTUAL AGREEMENT
     To be determined if situation arises.


17.7 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 18 - 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 19 - 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 consent of the managers.

     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 10.1 of this Agreement, and Agent shall notify Owner
     appropriately.





Section 20 - 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 21 - TERMINATION

21.1 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.

21.2 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 21.3 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.






21.2 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 14 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.

21.3 TERMINATION COMPENSATION
     If (i) Owner terminates this Agreement before the end of the
     initial term or any subsequent term year as provided in
     paragraph 21.1 above for any reason other than for a breach by
     Agent under paragraph 21.2 (a) above, or if (ii) Agent
     terminates this Agreement for a breach by Owner under
     paragraph 21.2 (a) above or pursuant to the provisions of
     paragraph 21.2 (b) or 21.2 (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 17.1 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.




21.4 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.

21.5 SALE OF PREMISES
     In the event that the Premises are sold by Owner during the
     period of this Agreement, Agent may, upon agreement with Owner
     and in accordance with Owner's partnership agreement, obtain
     rights of representation in the sale as stated in a specific
     sales agreement to be negotiated separately.  Upon transfer of
     ownership, this Agreement shall terminate by mutual consent of
     Owner and Agent under the term and conditions set forth below:

          The agreement shall automatically terminate upon sale of
          Premises to a bona fide Third Party without penalty.  A
          minimum of sixty days notice is required.

Section 22 - 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, 2.3, 5, 8.4,
     9.2, 13, 14, 15, 16, 17.7, 20, 21.3 and 21.4) 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 23 - 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 24 - 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 25 - 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 26 - 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 27 - 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 Cosmopolitan at Mears Park, LLC
               Batterymarch Park II
               Quincy, MA 02169
               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 28 - 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
_______________ 1996.


Witnesses:                         The Cosmopolitan at Mears Park,LLC
                                   a Delaware Limited Liability Company

__________________________              By:______________________________
                                           Terrence P. Sullivan,Manager



                              Agent:

                                   Firm:  Claremont Management Corporation

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