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[CROWN NORTHCORP LOGO]


   October 1, 1996
   Mr. Jay N.
   Rollins
   8901 Seneca
   Lane
   Bethesda, Maryland 20817

   Dear Jay:

   We are pleased that we have been able to reach a definitive
   understanding regarding your employment with Crown NorthCorp,
   Inc. ("Crown" or the "Company"). This letter will constitute
   our agreement ("Agreement") and the terms of your employment
   with Crown shall be as follows:

   1. Positions/Duties.
      -----------------

   During the term of this Agreement, you shall serve as
   Executive Vice President of Crown. You will also serve as the
   President of the Eastern Realty divison of the Company. You
   will serve on various Crown committees including the Credit
   Committee and the New Business Committee, of which you will be
   the chairman of the New Business Committee.

   2. Term
      ----
   This Agreement shall be for the term commencing with Crown's
   acquisition of Eastern Realty (anticipated to take place on or
   about October 1, 1996) and ending December 31, 1998. The
   period beginning with the date of closing and ending December,
   1996 shall be referred to as the "Stub Year". This initial
   term ending December 31, 1998 may be extended, unless
   terminated earlier pursuant to this Agreement, by the mutual
   consent of the parties.

   3. Compensation.
      -------------
   The Company will compensate you for your services rendered as follows:

            (A) Base Compensation. You shall receive a base
            salary at the annual rate of One Hundred Twenty-Five
            Thousand Dollars ($125,000) (the "Base Salary")
            during the Initial Term of this Agreement, with such
            Base Salary payable in installments consistent with
            the Company's normal payroll schedule. The Base
            Salary shall be reviewed annually, and may be
            adjusted to reflect merit or cost of living increases
            as deemed appropriate.

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(B)        Bonus Compensation
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           (2) STUB YEAR BONUS. The Stub Year will be defined as October 1, 1996
           through December 31, 1996. You shall be eligible to be paid a bonus
           of $31,250 for your ability to achieve certain goals during the Stub
           Year. These goals will be attached as an Exhibit to this letter and
           will be jointly determined between you and I. We will meet to
           determine these goals prior to October 3 1, 1996.

           (3) ANNUAL INCENTIVE BONUS. During your tenure at Crown/NorthCorp you
           will be entitled to receive an annual incentive bonus of up to 100%
           of your base salary, presently $125,000. Your annual incentive bonus
           will begin after the Stub Year and will run from January 1 through
           December 31. The specifics of the bonus structure will be reset each
           year in an annual planning meeting with the Chairman, and will be
           attached as an Exhibit to this contract. This meeting will take place
           no later than February 15th of each year. That bonus opportunity
           shall have four components as follows:

           1. PERSONAL GOALS. A minimum of three and a maximum of five personal
           goals will be set each year by you and the Chairman. This category
           will represent 25% of your annual Incentive Bonus.

           2. EASTERN PERFORMANCE. For the next two years, a portion of your
           annual Incentive Bonus will be based upon actual financial results of
           Eastern Realty, compared to Eastern budgeted financial results. The
           budgeted results for Eastern will be those represented in the "Final
           Merger Pricing Model." It is understood that the pricing model
           expenses were based upon a liquidation of Eastern, therefore, it will
           be necessary to allocate the actual expenses between Eastern
           activities and Crown activities. You and I will meet every six
           months, beginning January 1, 1997, to compute expense allocations
           attributable to Eastern Realty activities. These allocations will be
           performed on a "look back" basis. After two years, a portion of your
           incentive compensation will be reallocated to another performance
           category mutually agreeable to you and the Chairman. This category
           will represent between 25% and 50% of your annual bonus compensation.


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                   3. CROWN NORTHCORP PERFORMANCE. A portion of your annual
                   incentive bonus will be based on the financial results of
                   Crown NorthCorp as compared to Crown's budgeted financial
                   results. This portion of your annual incentive bonus is based
                   on the assumption that in your position as Executive Vice
                   President of Crown, you will have direct impact and influence
                   on corporate operations, including both existing and new
                   business platforms. If your duties become such where you do
                   not have direct influence and impact on corporate operations,
                   this bonus portion will be revised to reflect more
                   appropriate criteria (at the same compensation amounts) to
                   reflect your role and responsibilities. This category will
                   represent between 25% and 50% of your annual bonus
                   compensation .


                   4.  NEW BUSINESS BONUS.
                   1 you shall also be entitled to a bonus based on new business
                   origination.  These bonuses will include, but are not
                   limited to, the following:


                             (A) New Management Contracts.
                                 -------------------------

                             (B) New Contract/Portfolio Acquisitions.
                                 ------------------------------------

                             (C) New Single Asset Acquisitions.
                                 ------------------------------

    4.     Benefits.
           ---------

  Throughout the term of this Agreement, you shall be entitled to participate in
  and receive benefits under any program, plan, policy or arrangement made
  available by the Company presently or in the future to senior management at
  the same level and to the same degree as such benefits are made available to
  them. For purposes of this Section 4, the term "benefits" shall mean all
  benefits provided by the Company, including, without limitation, all medical
  and hospitalization insurance, life insurance, disability insurance, deferred
  compensation and/or retirement plans, profit sharing plans, automobile
  allowance, parking privileges, club memberships, travel and entertainment
  privileges, vacation and sick leave. Such benefits shall include, at a
  minimum, any and all benefits outlined in the Company Employee Handbook.

  Notwithstanding the above, as part of your compensation, the Company has
  agreed to provide you with the following benefits:

           (A) Company paid medical and hospitalization insurance for you and
           your dependents, at no charge to you; and

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                   (B) The Company has agreed to lease you a car at a monthly
                   cost not to exceed $500.00 per month.

          5. STOCK WARRANTS. Within 30 days of your starting employment
          date, you shall receive a grant of stock warrants for 125,000
          shares of Crown at $1.00 per share, vesting in equal amounts over
          three years. In the event Crown should be acquired by or merged
          into a non- publicly traded third party at any time subsequent to a
          date two years from the date hereof, the options described in this
          Paragraph 5, to the extent unvested, shall be deemed to be fully
          vested prior to such acquisition or merger. In the event Crown
          should be acquired by or merged into a publicly-traded third party
          prior to a date two years from the date hereof, any warrants not
          yet vested under this Paragraph 5 shall be terminated provided you
          are issued comparable warrants having an equivalent value and terms
          with the acquiring entity. Such new warrants shall be issued
          pursuant to any acquisition or merger agreement.

          6. PERFORMANCE BASED STOCK OPTIONS. The company is presently
          developing a senior management stock option plan. The purpose is to
          provide senior executives in the company with incentives through stock
          ownership. You will play an active role in establishing this program
          and once established, you will be immediately eligible. Your
          participation level in the stock option plan will be based on various
          factors, including salary, title, responsibility and tenure.

          7. CHANGE IN CONTROL. In the event at any time during the term of this
          letter agreement there is a change I control of Crown by merger,
          acquisition or otherwise such that Ronald Roark is no longer Chief
          Executive Officer and you are not retained in a position of equal or
          greater title, authority, responsibility, compensation and benefits of
          comparable or greater value, you may, at your option, within six
          months of such change in control, terminate your employment and in
          such event you shall be paid your base compensation as described in
          Paragraph 3 (A) for the balance of the Term of this Agreement.

          8. TENURE. As part of the merger, the Company will recognize your
          tenure at Eastern Realty as equal tenure in Crown.

          9.TERMINATION FOR CAUSE.

                   (A) Notwithstanding anything to the contrary contained in
                   this Agreement, the Company may terminate your employment for
                   "Cause". For purposes of this Agreement, "Cause" shall mean
                   only (i) your willful and continuing refusal to perform a
                   material duty hereunder; (ii) your final, non appealable
                   conviction for or plea of guilty to engaging in fraud or
                   embezzlement against the Company; or (iii) your final, non
                   appealable conviction for or plea of guilty to the commission
                   of a felony.


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           (B) PROCEDURE FOR TERMINATION.

                   (1) The Company shall provide you with written notice of any
                   intention to terminate your employment for Cause described
                   in Section 8(A)(i) and you shall have a period of thirty
                   (30) days in which to cure such violation.

                   (2) The Company may terminate your employment hereunder
                   immediately, and without notice or opportunity to cure, upon
                   the occurrence of any event described in Section 8(A)(ii) and
                   8(A)(iii).

           (C)      COMPENSATION UPON TERMINATION FOR CAUSE. In the event of any
                    termination of your employment pursuant to this Section 8,
                    the Company shall have no further obligations or liabilities
                    hereunder after that date of such discharge, other than for
                    payment of any unpaid Base Salary and Bonuses earned by you
                    prior to the date of such discharge and the reimbursement of
                    reasonable expenses incurred by you prior to the date of
                    such discharge.

10. DEATH. In the event of your death during the term of your employment, the
Company shall pay to your estate (i) any unpaid Base Salary and Bonuses earned
by you prior to the date of death and (ii) all unreimbused expenses reasonably
incurred by you prior to the date of death. Any unvested stock options described
in Sections 5 and 6 shall vest immediately. Any unvested stock options described
in Sections 5 and 6 shall vest immediately and be exercisable for five years
following your death.

11. VOLUNTARY TERMINATION. You shall have the right to terminate your employment
at any time upon sixty (60) days written notice to the Company. Upon your
resignation or other voluntary termination, the Company shall have no further
obligations or liabilities hereunder after the date of such termination, other
than for payment of any unpaid Base Salary and Bonuses earned by you prior to
the date of such termination.

12. TERMINATION WITHOUT CAUSE. Upon any termination of you by the Company
without Cause, the Company shall (i) pay to you any unpaid Base Salary earned by
you prior to the date of such termination, (ii) reimburse you for all reasonable
expenses incurred by you prior to the date of such termination and (iii) for the
longer of a period of twelve (12) months following the conclusion of the
Agreement or the remainder of the Term, as applicable, continue to pay to you
(A) the Base Salary and all Bonuses to which you would have been entitled in
accordance with the provisions of Section 3 and (B) continue to provide to you
all medical, hospitalization, disability and life insurance benefits to which
you were entitled immediately prior to such termination.


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13.      MISCELLANEOUS

           A. GOVERNING LAW.  In the event of a dispute between you and the
           Company, such dispute shall be governed by and construed in
           accordance with the laws of the State of Delaware.

           B. ATTORNEYS' FEES. In the event any suit or other legal proceeding
           is brought for the enforcement of any of the provisions of this
           Agreement, the parties hereto agree that the prevailing party shall
           be entitled to recover from the other party upon final judgment on
           the merits reasonable attorneys' fees, including attorneys' fees for
           any appeal, and costs incurred in bringing such suit or proceeding.

           C. NON-CIRCUMVENTION. For the term of this Agreement and for a period
           of six (6) months from the termination date of this Agreement, or
           until such earlier date as the Company may advise you in writing: (i)
           you shall not appropriate for yourself, any business opportunity
           which has been offered to the Company, or one for which the Company's
           funds, facilities, or personnel have been used in developing such
           business opportunity; (ii) where you, on behalf of the Company, enter
           into or initiate any discussions, communications or negotiations in
           connection with either existing or potential business opportunities
           and/or clients, you shall preserve and protect the Company's
           interests in such relationships; (iii) you shall promptly relay to
           the Company all information obtained from such discussions,
           communications or negotiations; and (iv) shall take no actions which
           would have the purpose or effect of denying the Company of any and
           all opportunities to participate in business, the nature of which the
           Company, in its normal course, generally competes.

           D. ENTIRE AGREEMENT. This letter Agreement constitutes our entire
           agreement with respect to the subject matter hereof, and to the
           extent of any conflict between the terms of this Agreement and any
           other agreement, this Agreement then shall control.

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     We are pleased to welcome you to the Crown NorthCorp organization.

                                                 Very truly yours,

                                                 CROWN NORTHCORP, INC.

                                                  By:  /s/
                                                    -----------------------
                                                     Ronald E. Roark
                                                     Chairman and CEO

Acknowledged and agreed this 1 day of October, 1996.

By:       /s/
  ------------------
   Jay N. Rollins

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