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