SETTLEMENT AGREEMENT THIS AGREEMENT ("Agreement") made this3rd day of November, 1998, by and between The COUNCIL OF UNIT OWNERS OF THE RESIDENCES AND INN AT HENDERSON'S WHARF, a Condominium, Incorporated (the "Council"), HENDERSON'S WHARF BALTIMORE...

SETTLEMENT AGREEMENT

THIS AGREEMENT ("Agreement") made this3rd day of November, 1998, by and
between The COUNCIL OF UNIT OWNERS OF THE RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇
WHARF, a Condominium, Incorporated (the "Council"), ▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE
L.P., a Delaware limited partnership ("HWLP"), CLAREMONT MANAGEMENT CORPORATION
("Claremont"), ▇▇▇▇▇▇▇ MANAGEMENT ASSOCIATES, INC. ("▇▇▇▇▇▇▇"), CREDIT SERVICE
INTERNATIONAL BALTIMORE, INC. ("CSI"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇. ("▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("▇▇▇▇▇▇") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") (Claremont, ▇▇▇▇▇▇▇, CSI, Sullivan,
Moran, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇ are sometimes collectively referred to herein
as the "Third Party Defendants") and ▇▇▇▇▇▇▇ ▇▇▇▇▇, a Maryland resident
("Sassi").

EXPLANATORY STATEMENT

The Council is the council of unit owners for the residential
condominium known as The Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, located at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ in Fells Point, Baltimore City, Maryland (the "Condominium").
HWLP operates and manages the Condominium. Sassi is the owner of Condominium
▇▇▇▇ ▇▇. ▇▇▇ and Parking Unit No. P-61 in the Condominium (collectively, the
-Unit").

The Council and HWLP filed a legal action against Sassi, known as
The Council of Unit Owners of the Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, A
Condominium, Incorporated and ▇▇▇▇▇▇▇▇▇'▇ Wharf Baltimore, L.P: v. ▇▇▇▇▇▇▇
▇▇▇▇▇, Civil Case No. 97-154-052-CC-2921, which is pending in the Circuit Court
of Maryland for Baltimore City ("Lawsuit"). In the Lawsuit, the Council and
HWLP assert claims against Sassi for delinquent condominium charges and
assessments and nuisance (all of the Council's and HWLP's claims are
hereinafter sometimes collectively referred to as the "Condominium's Claims").

Sassi filed a (1) counterclaim in the Lawsuit against the Council
and HWLP, as applicable, for violations of the Fair Debt Collection Practices
Act, breach of contract, deceit and trespass (all of such claims being
sometimes collectively referred to herein as the "Counterclaim").and (ii) third
party complaint in the Lawsuit against the Third Party Defendants, as
applicable, for violations of the Fair Debt Collection Practices Act, breach of
contract, negligence, deceit and trespass (all of such claims being sometimes
collectively referred to herein as the -Third Party Complaint").

CSI filed a cross complaint in the Lawsuit against the Council.
HWLP, Claremont, McKenna, Sullivan, Moran, Intravaia, ▇▇▇▇▇▇ and ▇▇▇▇▇ for
indemnification for certain matters ("Cross Claim").

NOW, THEREFORE, for and in consideration of the foregoing
explanatory statements and the agreements hereinafter set forth, the
sufficiency and legal adequacy of which the parties acknowledge, they do
hereby agree as follows:

I . Purchase of Unit. HWLP shall purchase the Unit from Sassi for
a purchase price of One Hundred Ten Thousand Dollars ($110,000.00) ("Purchase
Price") in accordance with the terms of an Agreement of Sale and Purchase
attached hereto as Exhibit A and incorporated herein by reference ("Agreement
of Sale"). The parties agree that the Purchase Price represents the fair
market value of the Unit.

2. Settlement Sum. At the Closing (as defined in the Agreement of
Sale), HWLP shall pay to Sassi the Purchase Price (subject to any adjustments
and apportionments as set forth in the Agreement of Sale) plus, in settlement
of any claims for alleged damage to the Unit or to the fair market value of
the Unit, the additional sum of Sixty-Five Thousand Dollars ($65,000.00)
("Additional Payment"). The Purchase Price and the Additional Sum are
sometimes hereinafter collectively referred to as the "Settlement Sum". The
Purchase Price shall be reported on Form 1099-S and the Additional Payment
shall be reported on Form 1099-MISC., Box 3.

3. Attorneys' Fees. At Closing, HWLP shall pay to Sassi the sum of
Twenty Thousand Dollars ($20,000.00) representing reimbursement of legal fees
and other costs incurred by Sassi with respect to the Lawsuit, Counterclaim
and Third Party Claim ("Sassi's Attorneys' Fees").

4. Dismissal with Prejudice. At or before Closing, the Council,
HWLP, Sassi and the Third Party Defendants shall execute a Notice of Dismissal
with prejudice ("Notice of Dismissal") dismissing the Lawsuit, Counterclaim,
Third Party Claim and Cross Claim. The Notice of Dismissal shall be filed
promptly, the costs for which filing shall be split equally between HWLP and
Sassi.

5. Releases.

(a) The Council and HWLP, for themselves and for their
officers, directors, employees, agents, principals and shareholders, and for
all their respective successors and assigns, shall, at or by Closing, release
and forever discharge, in the form attached hereto as Exhibit B (the
"Release"), Sassi and the Third Party Defendants, their respective heirs,
personal representatives, successors, assigns, officers, directors, employees,
agents, principals and shareholders, from any and all claims, actions, suits,
debts, counts, covenants, contracts, damages, judgments and demands of
whatsoever kind or nature ("Claims"), which the Council and/or HVVLP,
individually or collectively, ever had, or may now have, up to the date of the
Release, pertaining in any way to the Unit (other than a breach by Sassi under
the Agreement of Sale), including but not limited to any Claims which were
raised or could have been raised in the Lawsuit.

(b) Sassi, for himself and his heirs, personal
representatives and assigns, shall, at or by Closing, release and forever
discharge, in the form of Exhibit B, the Council, HWLP and the Third Party

Defendants, their respective heirs, personal representatives, successors,
assigns. officers, directors, employees, agents, principals and shareholders,
from any and all Claims which Sassi ever had, or may now have, up to the date of
the Release, pertaining in any way to the Unit (other than a breach by HWLP
under the Agreement of Sale), including but not limited to any Claims which were
raised or could have been raised in the Counterclaim or in the Third Party
Complaint.

(c) The Third Party Defendants, for themselves and for their
officers, directors, employees, agents, principals and shareholders, and for
all their respective heirs, personal representatives, successors and assigns,
shall, at or by Closing, release and forever discharge, in the form of Exhibit
B, Sassi, the Council and HWLP, their respective heirs, personal
representatives, successors, assigns, officers, directors, employees, agents,
principals and shareholders, from any and all Claims which the Third Party
Defendants, individually and/or collectively, ever had, or may now have, up to
the date of the Release, pertaining in any way to the Unit, including but not
limited to any Claims which were raised or could have been raised in the Cross
Complaint.

6. Contingency. The obligations of the parties as set out in this
Agreement are contingent upon the simultaneous occurrence at or by Closing of
the sale and purchase of the Unit pursuant to the terms of the Agreement of
Sale, the payment of the Settlement Sum to Sassi. the payment of Sassi's
Attorneys' Fees to Sassi, the execution of the Notice of Dismissal and the
execution of the Release.

7. Not an Admission. The parties have entered into this Agreement
as a full and complete settlement and compromise of their respective claims as
set forth in the Lawsuit, Counterclaim, Third Party Complaint and Cross Claim,
or otherwise referenced in this Agreement. It is expressly understood and
agreed that neither the execution of this Agreement, nor the tender or receipt
of any payment, is intended, nor shall it be understood, as an acknowledgment
of responsibility, an admission of liability, or other expression reflecting
upon the merits of the claims. and any such responsibility or liabilities are
expressly denied.

8. Confidentiality . The parties agree that they shall not reveal
to any third party the terms or conditions of this Agreement (except for the
Agreement of Sale, which may be disclosed by the Council, HWLP or Sassi to
anyone), except (i) with the express written consent of all parties; (ii) as
reasonably may be required by any party's accountants, attorneys and other
professionals; (111) as may be required by HWLP in connection with any
securities or other regulatory filing; (iv) as may be required by HWLP in
connection with any necessary or desirable communications with or among
partners of HWLP; (v) as may be necessary to enforce the provisions of this
Agreement or the Agreement of Sale; (vi) as may otherwise be required by law
and (vii) except as may be required or desirable in connection with the
administration or governance of the Condominium. The obligations under this
paragraph shall survive any termination of this Agreement.

9. List of Exhibits.

A. Form of Agreement of Sale

B. Form of Release.

10. Miscellaneous.

(a) This Agreement sets forth the entire agreement and
understanding of the parties with respect to the subject matter hereof, and
may not be amended, modified or terminated except by written amendment signed
by all of the parties, and shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors, personal
representatives, heirs, legatees and assigns.

(b) Time is of the essence of performance of each of the
obligations of the parties which are set forth above in this Agreement.

(d) This Agreement is made and entered into for the sole
protection and benefit of the parties hereto, their successors and assigns, and
no other person or entity shall directly or indirectly have any claims, rights
or causes of action under, or be a beneficiary o any provision of this
Agreement.

(e) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same document. This Agreement may
be delivered by facsimile transmission of an originally executed copy to be
followed by immediate delivery of the original of such executed copy.

IN WITNESS WHEREOF, the parties have duly executed and
acknowledged this Agreement as of the date and year first written above.

WITNESS/ATTEST: COUNCIL:

THE COUNCIL OF UNIT OWNERS OF THE
RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇ WHARF, a
Condominium, Incorporated.

By:_________________________________
Name:________________________
Title:_________________________

HWLP:

▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P.

By: ▇▇▇▇▇▇▇▇▇'▇ Wharf Development
Corporation, General Partner

By:
Name:
Title:

CLAREMONT:

CLAREMONT MANAGEMENT
CORPORATION

By: (SEAL)
Name:
Title:

▇▇▇▇▇▇▇:

▇▇▇▇▇▇▇ MANAGEMENT ASSOCIATES, INC.

By: (SEAL)
Name:
Title:

CSI:

CREDIT SERVICE INTERNATIONAL
BALTIMORE, INC.

By: (SEAL)
Name:
Title:

▇▇▇▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.

▇▇▇▇▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇:

(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇

▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇

SASSI:

(SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇

EXHIBIT A TO SETTLEMENT AGREEMENT

AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT OF SALE AND PURCHASE (this "Agreement") is
made on this day of -1 1998 (the "Effective Date"), by and between ▇▇▇▇▇▇▇
▇▇▇▇▇, a Maryland resident ("Seller") and ▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P., a
Delaware limited partnership ("Buyer").

Background

Seller is the owner of Condominium Unit No. 402 (the
"Unit") in The Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a
Condominium (the "Condominium"). together with all appurtenances
and advantages thereunto pertaining, and Parking Unit No. P-61
and an undivided percentage interest in the common elements,
common expenses and common profits in the condominium regime. and
together with all appliances, fixtures. equipment and personalty
located in the Unit (collectively, the "Property").

Seller desires to sell and convey to Buyer. and Buyer
desires to purchase from Seller. the Property upon the terms and
conditions set forth in this Agreement.

Agreements

NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and of other good and valuable
consideration. the receipt and sufficiency of 9 which are hereby acknowledged,
Seller and Buyer agree as follows:

1. . SALE AND PURCHASE. Subject to the terms and conditions set forth in
this Agreement, Seller hereby agrees to sell to Buyer. and Buyer hereby agrees
to purchase from Seller. the Property.

2. PURCHASE PRICE AND PAYMENT. The purchase price to be paid by
Buyer to Seller for the Property (the "Purchase Price") shall be the sum of One
Hundred Ten Thousand Dollars ($110,000.00). The Purchase Price shall be paid at
Closing (as hereinafter defined) by bank. cashier's, certified or title company
check or by bank wire.

3. POSSESSION: RISK OF LOSS.

(a) At Closing, Seller shall deliver to Buyer possession of the Property, in
broom clean condition, free of any and all tenancies.

(b) Until Closing, the Seller shall bear the risk of any
damage to or destruction of the Property. From and after the date hereof and
until Closing, the Seller shall. at its expense, (a) keep the Property insured
against fire and such other insurable casualties as are commonly insured
against by an all-risk casualty insurance policy, to its full insurable value,
and (b) cause each such policy to be endorsed to name the Buyer (in its
capacity as contract purchaser hereunder) as an additional insured thereunder
as its interest may appear.

4. TITLE. Fee simple title in and to the Property shall be
marketable, insurable at standard rates on an ALTA Form B policy of owner's
title insurance, and free and clear of all liens, encumbrances, leases,
easements, covenants, conditions and restrictions, except for those matters
shown on the title report attached hereto as Exhibit A and incorporated herein
by reference (collectively, the "Permitted Property Exceptions"). From and
after the Effective Date Seller shall not do or cause to be done anything
which will affect the status of title of the Property. Notwithstanding
anything to the contrary, Seller shall discharge any lien or encumbrance which
is capable of being discharged by the payment of money. including anv deed of
trust or mortgage.

5. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller makes the
following representations and warranties to Buyer. each of which shall be true
and correct on the Effective Date and on the Closing Date (as hereinafter
defined) and shall survive the Closing:

(a) The execution and deliver,., of this Agreement by Seller,
and the performance by Seller of all terms and conditions contained herein, do
not violate the terms of, are not in conflict with, and will not result in the
breach of or default under (1) any agreement, commitment, obligation, contract
or instrument under which Seller or the Property is bound or affected or (ii)
any law, rule, regulation or court order by which the Property or Seller is
affected.

(b) As of the Effective Date, all taxes, assessments, fees or
other charges (other than condominium fees) affecting or pertaining to the
Unit have been paid in full.

(c) There are no leases or tenancies with respect to the
Property or any part thereof and there have not been any for the preceding six
months. The Property has never been a single family residential rental dwelling
as such term is defined in Article 13, Sections 46-55 of the Baltimore City
Code (1976 Edition. as amended). Seller will not lease the Unit prior to
Closing.

6. CONDITIONS PRECEDENT TO CLOSING. The obligation of Buyer to
purchase the Property pursuant to this Agreement shall be expressly conditioned
upon and subject to the satisfaction (or written waiver by Buyer) of each of
the following, conditions:

(i) Each of the representations and warranties of Seller contained in
Section 5 shall be true as of the Closing Date: and

(ii) Seller shall not be in default of any of its obligations under this
Agreement.

If any one or more of such conditions precedent are not
satisfied (or the satisfaction thereof is not waived in writing by Buyer) as
of the Closing Date. then Buyer shall have the right, at its option, to
terminate this Agreement by written notice thereof to Seller, and thereafter
neither party shall have any further liability or obligation hereunder.

7. CLOSING; CLOSING COSTS, ADJUSTMENTS.

(a) The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Neuberger, Quinn,
Gielen, Rubin & Gibber, P.A., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other location in Baltimore City designated by Buyer, within
sixty (60) days from the date of this Agreement upon not less than five (5)
days prior notice from Buyer to Seller, at a time designated by Buyer ("Closing
Date"). If the Closing Date as provided herein falls on a Saturday, Sunday or
legal holiday. then the Closing Date shall be extended to the next day which is
a business day.

(b) Buyer shall pay all recording costs and any costs charged by the council of
unit owners of the Condominium in connection with such conveyance.

(c) All fees (other than condominium fees). all taxes,
general or special. and all other public and governmental charges or
assessments against the Property which are or may be payable on an annual or
semi-annual basis (including metropolitan and other benefit charges.
assessments. liens or encumbrances) shall be adjusted and apportioned as of the
Closing and are to be assumed and paid thereafter by Buyer, whether or not the
assessments have been levied as of the Closing.

(d) All outstanding condominium fees assessed against the
Property up through the date of Closing shall be paid by Buyer at Closing.

(e) All water and sewer bills for the Property shall be
adjusted as of the Closing based on prior bills and all gas and/or electric
bills shall be adjusted as of the Closing based on meter reading or prior
bills.

8. RECORDATION AND TRANSFERTAXES. OTHER COSTS.

(a) SECTION 14-104 OF THE REAL PROPERTY ARTICLE OF THE
ANNOTATED CODE OF MARYLAND PROVIDES THAT, UNLESS OTHERWISE NEGOTIATED IN THE
CONTRACT OR PROVIDED BY STATE OR LOCAL LAW, THE COST OF ANY RECORDATION TAX OR
STATE OR LOCAL TRANSFER TAX SHALL BE SHARED EQUALLY BY BUYER AND SELLER. This
statement is provided for informational purposes only. Except as provided in
subsection (b) below, Buyer shall pay the total cost of all documentary stamps,
recordation taxes and transfer taxes imposed upon the transfer of the Property.

(b) This subsection applies if Buyer is a first-time Maryland
home buyer who will reside in the Property. If there are two or more Buyers,
then each Buyer must be someone who is a first-time Maryland home buyer, or
someone who will not occupy the house as a principal residence and who is a
co-maker or guarantor of a purchase money deed of trust or mortgage for the
benefit of the first-time Maryland home buyer. A "first-time Maryland home
buyer" means an individual who has never owned in the State of Maryland
residential real property that has been his or her principal residence.
Section 14-104 of the Real Property Article of the Annotated Code of Maryland
provides that:

(i) Buyer's portion of the State transfer tax is waived;

(ii) State transfer tax will be reduced to 0.25% of the sales
price of the property;

(iii) the entire amount of the State transfer tax shall be
paid by Seller; and

(iv) the entire amount of recordation tax and local transfer tax shall be paid
by Seller unless there is an express agreement between Buyer and Seller that
the recordation
tax and local transfer tax will not be paid entirely by Seller. In this
Agreement, the parties agree that the costs of transfer tax and recordation
tax shall be paid by Buyer.

___ check if first-time Maryland Home Buyer.

9. DEFAULT.

(a) If Buyer shall have fully performed its obligations
hereunder and Seller breaches this Agreement or otherwise falls to perform or
observe any of the covenants or obligations to be performed or observed by
Seller hereunder, or if any of Seller's representations or warranties hereunder
is incorrect or untrue as of the Closing Date. Buyer shall have the right to
(i) enforce Buyer's right of specific performance, (ii) bring suit for all
damages suffered by reason of Seller's action or inaction, and/or (111) enforce
any and all other remedies available to Buyer at law or in equity.

(b) If Seller shall have fully performed its obligations
hereunder and Buyer breaches this Agreement or otherwise fails to perform or
observe any of the covenants or obligations to be performed or observed by
Buyer hereunder. Seller shall have the right to (1) enforce Seller's right of
specific performance, (11) bring suit for all damages suffered by reason of
Buyer's action or inaction, and/or (111) enforce any and all other remedies
available to Seller at law or in equity.

(c) In the event of litigation, the prevailing party shall be
entitled to reasonable attorneys' fees and costs of litigation.

10. CLOSING DOCUMENTS.

(a) At Closing, upon payment of the Purchase Price, Seller
shall execute and deliver to the closing officer or title company
representative a special warranty deed, with covenants of further assurances,
in the form attached hereto as Exhibit B and incorporated herein by reference,
conveying fee simple title to the Property to Buyer free and clear of all
liens, encumbrances, leases, easements, covenants, conditions. restrictions and
other title exceptions other than the Permitted Property Exceptions.

(b) On the Closing Date, Buyer shall execute, acknowledge and
deliver all additional documents that may reasonably be necessary or
appropriate to carry out the provisions hereof.

11. OPERATIONS PENDING CLOSING. From and after the dates listed
below, the parties shall perform as follows:

(a) From and after the Effective Date, Seller shall promptly
furnish to Buyer copies of any and all notices or communications that Seller
receives from (i) any governmental or quasi-governmental entities. or any other
body having jurisdiction with respect to the use and occupancy or physical
condition of the Property. and/or (ii) any other notice or communication
relating to the Property.

(b) From and after the Effective Date, Seller shall promptly
furnish to Buyer written notice of any event or condition that causes or may
tend to cause a change in the facts relating to, or the accuracy, completeness
or truth of. any of the representations, warranties. covenants, or any of the
information provided herein.

(c) From and after the Effective Date, neither Seller nor
Seller's agents. affiliates or employees shall sell, offer for sale, permit the
use of, negotiate with respect to, or otherwise deal in the sale, lease or
other transfer of the Property or any interest therein.

12. BROKERAGE. Each party represents and warrants to the other that
it has dealt with no agent, broker or finder in connection with this Agreement.
and each party shall indemnify, defend and save harmless the other from and
against any loss, cost. damage or expense (including reasonable attorneys'
fees) arising from a breach of such representation or warranty.

13. NOTICES. All notices hereunder shall be in ,writing and shall
be (i) delivered via commercial messenger delivery service with same day or
overnight receipted delivery, or (ii) mailed, registered or certified U.S.
mail, return receipt requested first class postage prepaid, and shall be
addressed as follows:

If to Seller: ▇▇▇▇▇▇▇▇▇'▇ Wharf Baltimore L.P.
c/o Gunn Financial, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopy No. (▇▇▇)▇▇▇-▇▇▇▇

With a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esquire
Neuberger, Quinn, Gielen, Rubin
& Gibber, P.A.
Commerce Place, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇

If to Buyer: ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No. (410)__________

With a copy to ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire
Siskind, Grady, ▇▇▇▇▇ & ▇▇▇▇▇▇, P.A.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇

Notices that are delivered by commercial messenger shall be deemed effective
upon delivery to the commercial messenger. Notices that are sent by registered
or certified mail shall be deemed delivered and effective the day the same is
deposited in the U.S. malls. Each party may change its address or telecopy
number giving written notice as provided above. All notices shall also be sent
via telecopy to the number set forth above on the same day as such notice is
deposited with the messenger or U.S. Post Office.

14. RESALE NOTICE. SELLER IS REQUIRED BY LAW TO FURNISH TO BUYER
NOT LATER THAN FIFTEEN (15) DAYS PRIOR TO THE CLOSING CERTAIN INFORMATION
CONCERNING THE CONDOMINIUM WHICH IS DESCRIBED IN ss.11-135 OF THE MARYLAND
CONDOMINIUM ACT. THIS INFORMATION MUST INCLUDE AT LEAST THE FOLLOWING:

(1) A COPY OF THE DECLARATION (OTHER THAN THE
PLATS);

(11) A COPY OF THE BYLAWS;

(111) A COPY OF THE RULES AND REGULATIONS OF
THE CONDOMINIUM;

(IV) A CERTIFICATE CONTAINING:

(1) A STATEMENT DISCLOSING THE EFFECT ON THE PROPOSED
CONVEYANCE OF ANY RIGHT OF FIRST REFUSAL OR OTHER RESTRAINT ON THE FREE
ALIENABILITY OF THE UNIT, OTHER THAN ANY RESTRAINT CREATED BY THE UNIT OWNER;

(2) A STATEMENT OF THE AMOUNT OF THE MONTHLY COMMON
EXPENSE ASSESSMENT AND ANY UNPAID COMMON EXPENSE OR SPECIAL ASSESSMENT
CURRENTLY DUE AND PAYABLE FROM THE SELLING UNIT OWNER;

(3) A STATEMENT OF ANY OTHER FEES PAYABLE BY THE UNIT
OWNERS TO THE COUNCIL OF UNIT OWNERS;

(4) A STATEMENT OF ANY CAPITAL EXPENDITURES APPROVED
BY THE COUNCIL OF UNIT OWNERS OR ITS AUTHORIZED DESIGNEE PLANNED AT THE TIME
OF THE CONVEYANCE WHICH ARE NOT REFLECTED IN THE CURRENT OPERATING BUDGET
INCLUDED IN THE CERTIFICATE;

(5) THE MOST RECENTLY PREPARED BALANCE SHEET AND
INCOME AND EXPENSE STATEMENT, IF ANY, OF THE CONDOMINIUM;

(6) THE CURRENT OPERATING BUDGET OF THE CONDOMINIUM,
INCLUDING DETAILS CONCERNING THE AMOUNT OF THE RESERVE FUND FOR REPAIR AND
REPLACEMENT OF ITS INTENDED USE, OR A STATEMENT THAT THERE IS NO RESERVE FUND;

(7) A STATEMENT OF ANY JUDGMENTS AGAINST THE
CONDOMINIUM AND THE EXISTENCE OF ANY PENDING SUITS TO WHICH THE COUNCIL OF
UNIT OWNERS IS A PARTY;

(8) A STATEMENT GENERALLY DESCRIBING ANY INSURANCE
POLICIES PROVIDED FOR THE BENEFIT OF THE UNIT OWNERS, A NOTICE THAT THE POLICIES
ARE AVAILABLE FOR INSPECTION STATING THE LOCATION AT WHICH THEY ARE AVAILABLE,
AND A NOTICE THAT THE TERMS OF THE POLICY PREVAIL OVER THE GENERAL DESCRIPTION;

(9) A STATEMENT AS TO WHETHER THE COUNCIL OF UNIT
OWNERS HAS KNOWLEDGE THAT ANY ALTERATION OR IMPROVEMENT TO THE UNIT OR TO
THE LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT VIOLATES ANY PROVISION OF
THE DECLARATION, BYLAWS, OR RULES OR REGULATIONS;

(10) A STATEMENT AS TO WHETHER THE COUNCIL OF UNIT
OWNERS HAS KNOWLEDGE OF ANY VIOLATION OF THE HEALTH OR BUILDING CODES WITH
RESPECT TO THE UNIT, THE LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT,
OR ANY OTHER PORTION OF THE CONDOMINIUM;

(11) A STATEMENT OF THE REMAINING TERM OF ANY
LEASEHOLD ESTATE AFFECTING THE CONDOMINIUM AND THE PROVISIONS GOVERNING
ANY EXTENSION OR RENEWAL OF IT; AND

(12) A DESCRIPTION OF ANY RECREATIONAL OR OTHER
FACILITIES WHICH ARE TO BE USED BY THE UNIT OWNERS OR MAINTAINED BY THEM OR THE
COUNCIL OF UNIT OWNERS, AND A STATEMENT AS TO WHETHER OR NOT THEN' ARE TO BE A
PART OF THE COMMON ELEMENTS; AND

(V) A STATEMENT BY THE UNIT OWNER AS TO WHETHER THE UNIT
OWNER HAS KNOWLEDGE:

(1) THAT ANY ALTERATION TO THE UNIT OR TO THE
LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT VIOLATES ANY PROVISION OF THE
DECLARATION, BYLAWS, OR RULES AND REGULATIONS;

(2) OF ANY VIOLATION OF THE HEALTH OR BUILDING
CODES WITH RESPECT TO THE UNIT OR THE LIMITED COMMON ELEMENTS ASSIGNED TO THE
UNIT; AND

(3) THAT THE UNIT IS SUBJECT TO AN EXTENDED LEASE
UNDER 11-137 OF THE MARYLAND CONDOMINIUM ACT OR UNDER LOCAL LAW, AND IF SO, A
COPY OF THE LEASE MUST BE PROVIDED.

BUYER WILL HAVE THE RIGHT TO CANCEL THIS AGREEMENT WITHOUT PENALTY,
AT ANY TIME WITHIN SEVEN (7) DAYS FOLLOWING DELIVERY TO BUYER OF ALL OF THIS
INFORMATION. HOWEVER, AFTER THE CLOSING, BUYER'S RIGHT TO CANCEL THIS AGREEMENT
IS TERMINATED.

15. DISCLOSURE/DISCLAIMER STATEMENT. Attached hereto as Exhibit C
and incorporated herein by reference is a notice to Buyer advising Buyer of
Buyer's rights

under 10-702 of the Real Property Article of the Annotated Code of Maryland.
Buyer acknowledges receipt of. and has executed, a copy of such notice.
Pursuant to the provisions of ss.10-702 of the Real Property Article of the
Annotated Code of Maryland, Seller has delivered to Buyer the written
residential property disclaimer statement on the form attached hereto as
Exhibit D and incorporated herein by reference.

16. CERTIFICATE OF NON-FOREIGN STATUS. At Closing, Seller shall
provide Buyer with either (i) an certificate of non-foreign status in
substantially the form attached hereto as Exhibit E, stating that Seller is
not a foreign person (as that term is defined in Section 1445 of the Internal
Revenue Code) and providing Seller's tax identification number, or (ii) a
"Qualifying Statement" as such term is defined by Section 1445 of the Internal
Revenue Code.

MISCELLANEOUS PROVISIONS.

(a) This Agreement contains the sole, final and entire
agreement between the parties and is intended to he an integration of all prior
and contemporaneous agreements, conditions and undertakings between the parties.
There are no promises, agreements, conditions, undertakings, warranties or
representations, oral or written, express or implied, between the parties other
than as herein set forth.

(b) This Agreement may be amended by and only by an
instrument executed and delivered by Seller and Buyer.

(c) This Agreement and all of the provisions hereof shall be
binding upon and shall inure to the benefit of the parties and their
respective heirs. devisees.
legatees, legal representatives. successors and assigns.

(d) This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.

(e) All provisions hereof shall survive the Closing Date,
unless otherwise provided herein.

(f) Each of the parties agrees to execute and deliver upon
reasonable demand of the other any document or instrument that such other party
reasonable, deems necessary or desirable to evidence or accomplish the rights
herein conferred or to implement or consummate the purposes and intent hereof.

(g) Time is of the essence.

(h) No determination by any court, governmental or
administrative entity or otherwise that any provision of this Agreement or any
amendment hereof is invalid or unenforceable in any instance shall affect the
validity or enforceability of (a) any other such

provision, or (b) such provision in any circumstance not controlled by such
determination. Each such provision shall be valid and enforceable to the
fullest extent allowed by, and shall be construed wherever possible as being
consistent with. applicable law.

(i) This Agreement may be executed in one or more
counterparts. each of which shall be deemed an original and all of which when
taken together shall constitute one and the same document. This Agreement may
be delivered by facsimile transmission of an originally executed copy to be
followed by immediate delivery of the original of such executed copy.

(j) The following exhibits are attached to, and made a part
of. this Agreement:

A - Permitted Property Exceptions

B - Form of Deed

C - Notice to Buyer - Property Disclosure

D - Property Disclaimer Statement

E - Certificate of Non-Foreign Status

IN WITNESS WHEREOF. the parties hereto have duly executed this Agreement
tinder seal on the date first above written.

WITNESS/ATTEST: SELLER:

(SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇

WITNESS: BUYER:

▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P.

By:▇▇▇▇▇▇▇▇▇'▇ Wharf Development
Corporation. General Partner

By: (SEAL)
Name:
Title

EXHIBIT A TO
AGREEMENT OF SALE AND PURCHASE

PERMITTED PROPERTY EXCEPTIONS

SCHEDULE B
EXCEPTIONS FROM COVERAGE
Policy No.

File No.1980348

1 Taxes payable on an annual basis have been paid through the fiscal year ending
June 30, 1999, and other public charges including assessments by any County,
Municipality, Metropolitan District or Commission) payable on an annual basis
have been paid through the year ending December 31-, 1998. This policy does
insure against the balance of any public charges (including assessments by any
County, Municipality, Metropolitan District or Commission) payable on an annual
basis subsequent to the year ending December 31, 1998. Nor does this policy
insure against possible future tax levies, nor against possible public charges
as defined above that have not been levied or assessed, which future taxes,
charges and assessments are not now due and payable.

3. Declaration of the Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a condominium, by
▇▇▇▇▇▇ Capital Group dated August 30, 1988 and recorded among the Land Records
of Baltimore City in Liber SEBNo. 1821, folio 20, as amended by the following:
a) Amendment to Declaration dated April 3, 1989 and recorded among the
aforesaid Land Records in Liber SEB No. 2081, folio 329'
b) Second Amendment to Declaration dated July 31, 1990 and recorded among
the aforesaid Land Records in Liber SEB No. 2563, folio 230; and
c) Third Amendment to Declaration dated December 14, 1992 and recorded
among the aforesaid Land Records in Liber SEB NO. 3578, folio 030.

4. Amended and Restated ▇▇▇▇▇▇▇▇▇'▇ Wharf Disposition Agreement dated October
19, 1984 and recorded among the Land Records of Baltimore City in Liber SEB No.
335, folio 362, as amended by First Amendment to Amended and Restated
▇▇▇▇▇▇▇▇▇'▇ Wharf Disposition Agreement dated July 31, 1990 and recorded among
the aforesaid Land Records in Liber SEB No. 2563, folio 264.

CONTINUATION OF SCHEDULE B PART I
File No. 1951576

5. Building Perimeter Easement and Connecting Easement established by
Pedstrian Promenade Easement Agreement dated October 19, 1984 and recorded
among th Land Records of Baltimore City in Liber ▇▇▇ ▇▇. ▇▇▇, folio 204, by
and between ▇▇▇▇▇▇ Capital Group and Mayor and City Council of Baltimore, as
amended by the following:
a) Amendment of Pedestrain Promenade Easement Agreement dated
April 6, 1987 and recorded amont the aforesaid Land Records in
Liber SEB No. 1308, folio 589; and
b) Second Amendment to Pedestrian Promenade Easement Agreement
dated July 31 1990 and recorded among the aforesaid Land
Records in Liber SEB No. 2563, folio 241;

6. Easement to the benefit of the Marina Owner over the Building Perimeter
Easement and Commercial Courtyard Area, as established by Reciprocal Easement
Agreement dated August 31, 1988 and recorded among the Land Records of
Baltimore City in Liber SEB No. 1824, folio 162, by and between ▇▇▇▇▇▇ Capital
Group and The Council of Unit Owners of The Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇
Wharf, a Condominium, Incorporated, as amended by:
a) Amendment to Reciprocal Easement Agreement dated July 31, 1998
and recorded among the aforesaid Land Records in Liber SEB No.
2822, folio 277; and
b) Second Amendment to Reciprocal Easement Agreement dated
February 27, 1990 and recorded among the aforesaid Land
Records in Liber SEB 5395, folio 91.

7.Terms, conditions, easements, restrictions and other criteria as shown on
the Plats entitled "The Residences at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a Condominium:, as
follows: a) Sheets 1 of 11 through 11 of 11 dated August, 1988 and recorded as
Condominium Plat SEB No. 232; and b) Sheets 1 of 11 through 11 of 11 dated
September, 1988 and revised December 14, 1992 and recorded as Condominium Plat
SEB No. 298.

EXHIBIT B TO
AGREEMENT OF SALE AND PURCHASE

DEED

THIS DEED ("Deed") is made on this day of , 1998, from ▇▇▇▇▇▇▇ ▇▇▇▇▇
("Grantor") to ▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P., a Delaware limited partnership
("Grantee").

The Grantor for a consideration of One Hundred Ten Thousand Dollars
($110,000.00) grants, conveys and assigns to the Grantee, its successors and
assigns, in fee simple. the real property located in Baltimore City, Maryland,
and described as follows:

Condominium Unit No. 402 ("Unit") and Parking Unit No. P-61 ("Parking
Unit") in THE RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇ WHARF, A CONDOMINIUM
("Condominium"), a condominium established under the provisions of Title I I of
the Real Property Article of the Annotated Code of Maryland (1988 Replacement
Volume as amended) by the operation and effect of a Declaration dated August 30,
1988. and recorded among the Land Records of Baltimore City (the "Land Records")
at Liber S.E.B. No. 1821. page 20. et. seq.. made by ▇▇▇▇▇▇ Capital Group
(hereinafter together with any amendments thereto, referred to as the
"Declaration"), all as the Unit, the Parking Unit and the Condominium are
defined in tile Declaration and are shown on those certain plats entitled
"Condominium Plat. The Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a Condominium."
dated August. 1988. and recorded among the Plat Records of Baltimore City at
Condominium Plat Record Book S.E.B. No. 232, Sheets I through 11, as amended
(all of which plats, together with any supplements thereto, are hereinafter
referred to collectively as the "Condominium Plats").

The improvements thereon being known as ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇. ▇▇▇,
along with Parking Unit No. P-61 are hereinafter referred to as the "Property",
and

Being the same property described in a Deed from ▇▇▇▇▇▇ Capital
Group to Grantor dated September 6. 1988 and recorded among the Land Records in
Liber 1856, folio 239.

TOGETHER WITH all improvements contained in the Property. and all
appurtenances and advantages thereunto pertaining, including an undivided
percentage interest in the common elements, common expenses and common profits
in the condominium regime as set forth in the Declaration, the Bylaws and the
Condominium Plats.

TO HAVE AND TO HOLD the property hereby conveyed to Grantee. its
successors and assigns. in fee simple. forever.

The Grantor hereby covenants that it has not done or suffered to be
done anv act. matter or thing whatsoever to encumber the property hereby
conveyed. that it will warrant specially the property hereby-, and that it will
execute such further assurances of the same as may be requisite.

IN WITNESS WHEREOF, the Grantor has executed this Deed under seal
oil the date first above written.

WITNESS: GRANTOR:

(SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇

STATE OF MARYLAND )
)
) to wit:
COUNITY OF )

I HEREBY CERTIFY that on this day of . 1998. before me, the
subscriber, a Notary Public of the State of Maryland, personally appeared
▇▇▇▇▇▇▇ ▇▇▇▇▇. known to me (or satisfactorily proven) to be the person whose
name is subscribed to the within instrument. and he acknowledged that he
executed the foregoing, instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set rny hand and Notarial Seal.

Notary Public

My Commission Expires:

CERTIFICATE

THE UNDERSIGNED, AN ATTORNEY ADMITTED TO PRACTICE BEFORE THE COURT OF
APPEALS OF MARYLAND, HEREBY CERTIFIES THAT THE ABOVE INSTRUMENT WAS PREPARED BY
ME OR UNDER MY SUPERVISION.

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Attorney

MR./MS. CLERK: AFTER THIS DEED OF EXCHANGE HAS BEEN RECORDED, PLEASE RETURN TO:

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇. Gielen. ▇▇▇▇▇
& Gibber. P.A.
Commerce Place, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

EXHIBIT C TO
AGREEMENT OF SALE AND PURCHASE

NOTICE TO BUYER-PROPERTY DISCLOSURE

NOTICE TO BUYER OF BUYER'S RIGHT
UNDER MARYLAND'S PROPERTY DISCLOSURE LAW

NOTE: This Notice does not apply to: (1) The initial sale of single family
residential real property; (2) a transfer that is exempt from the transfer tax
under ss. 13-207 of the Tax-Property Article, except land installment contracts
of sale under ss. 1 3-207(l 1) of the Tax-Property Article and options to
purchase real property under ss. 13-207(12) of the Tax-Property Article; (3)a
sale by a lender acquiring the real property by foreclosure or deed in lieu of
foreclosure; (4) a sheriffs sale, tax sale, or sale by foreclosure, partition
or by court appointed trustee; (5) a transfer by a fiduciary in the course of
the administration of a decedent's estate, guardianship, conservatorship, or
trust; or (6) a transfer of single family residential real property to be
converted by the buyer into a use other than residential use or to be
demolished.

SECTION 10-702 OF THE REAL PROPERTY ARTICLE OF THE ANNOTATED CODE OF
MARYLAND ("SECTION 10-702") REQUIRES THAT SELLERS OF SINGLE FAMILY RESIDENTIAL
PROPERTY PROVIDE YOU. THE BUYER. ON OR BFFORF ENTERING INTO A CONTRACT OF SALE,
EITHER:

(A) A WRITTEN PROPERTY CONDITION DISCLOSURE STATEMENT LISTING ALL DEFECTS
OR INFORMATION OF WHICH THE SELLER HAS ACTUAL KNOWLEDGE IN RELATION TO THE
FOLLOWING:

(I) WATER AND SEWER SYSTEMS, INCLUDING THE SOURCE
OF HOUSEHOLD WATER, WATER TREATMENT SYSTEMS, AND
SPRINKLER SYSTEMS,

(II) INSULATION.

(III) STRUCTURAL SYSTEMS, INCLUDING THE ROOF. WALLS.
FLOORS. FOUNDATION. AND ANY BASEMENT,

(IV) PLUMBING. ELECTRICAL. HEATING. AND AIR
CONDITIONING SYSTEMS:

(V) INFESTATION OF WOOD-DESTROYING INSECTS:

(VI) LAND USE MATTERS.

(VIl) HAZARDOUS OR REGULATED MATERIALS, INCLUDING
ASBESTOS, LEAD-BASED PAINT. RADON. UNDERGROUND STORAGE
TANKS, AND LICENSED LANDFILLS: AND

(VIII) ANY OTHER MATERIAL DEFECTS KNOWN TO THE
SELLER;OR

(B) A WRITTEN DISCLAIMER STATEMENT PROVIDING THAT:

(I) THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE
CONDITION OF THE REAL PROPERTY OR ANY IMPROVEMENTS ON THE REAL
PROPERTY; AND

(II) THE BUYER WILL BE RECEIVING THE REAL PROPERTY "AS IS",
WITH ALL DEFECTS THAT MAY EXIST, EXCEPT AS OTHERWISE PROVIDED IN
THE CONTRACT OF SALE.

AT THE TIME THE DISCLOSURE OR DISCLAIMER STATEMENT IS DELIVERED TO YOU, YOU
ARE REQUIRED TO DATE AND SIGN A WRITTEN ACKNOWLEDGEMENT OF RECEIPT. WHICH SHALL
BE INCLUDED IN OR ATTACHED TO THE CONTRACT OF SALE.

YOU ARE HEREBY NOTIFIED THAT, IN CERTAIN CIRCUMSTANCES. YOU HAVE THE
RIGHT TO RESCIND YOUR CONTRACT OF SALE WITH THE SELLER IF THE YOU SELLER FAILS
TO DELIVER TO YOU THE WRITTEN PROPERTY CONDITION DISCLOSURE STATEMENT. SECTION
10-702 PROVIDES THAT A BUYER WHO DOES NOT RECEIVE THE DISCLOSURE STATEMENTON
OR BEFORE ENTERING INTO THE CONTRACT OF SALE HAS THE UNCONDITIONAL RIGHT, UPON
WRITTEN NOTICE TO THE SELLER OR SELLER'S AGENT:

(I) TO RESCIND THE CONTRACT OF SALE AT ANY TIME BEFORE THE RECEIPT
OF THE DISCLOSURE STATEMENT OR WITHIN 5 DAYS FOLLOWING RECEIPT OF
THE DISCLOSURE STATEMENT, AND

(II) TO THE IMMEDIATE RETURN OF ANY DEPOSITS MADE ON ACCOUNT OF THE
CONTRACT.

IF THE DISCLOSURE STATEMENT IS DELIVERED TO YOU LATER THAN 3 DAYS AFTER THE
SELLER ENTERS INTO A CONTRACT OF SALE WITH YOU. THE CONTRACT IS VOID. YOUR
RIGHT TO RESCIND THE CONTRACT OF SALE UNDER SECTION 10-702 TERMINATES IF NOT
EXERCISED BEFORE MAKING A WRITTEN APPLICATION TO A LENDER FOR A MORTGAGE LOAN.
IF THE LENDER DISCLOSES IN WRITING AT OR BEFORE THETINIE APPLICATION IS MADE
THAT THE RIGHT TO RESCIND TERMINATES ON SUBMISSION OF THE APPLICATION.

YOUR RIGHTS AS A BUYER UNDER SECTION 10-702 MAYNOT BE WAIVED IN THE
CONTRACT OF SALE AND ANY ATTEMPTED WAIVER IS VOID. YOUR RIGHTS

AS THE BUYER TO TERMINATE THE CONTRACT UNDER SECTION 10-702 ARE WAIVED
CONCLUSIVELY IF NOT EXERCISED BEFORE:

(I) CLOSING OR OCCUPANCY BY YOU, WHICHEVER OCCURS FIRST, IN THE EVENT OF A
SALE; OR

(II) OCCUPANCY, IN THE EVENT OF A LEASE WITH OPTION TO PURCHASE.

THE INFORMATION CONTAINED IN THE PROPERTY CONDITION DISCLOSURE STATEMENT IS THE
REPRESENTATION OF THE SELLER AND NOT THE REPRESENTATION OF THE REAL ESTATE
BROKER OR SALESPERSON, IF ANY. THE SELLER IS NOT REQUIRED TO UNDERTAKE OR
PROVIDE AN INDEPENDENT INVESTIGATION OR INSPECTION OF THE PROPERTY IN ORDER TO
MAKE THE DISCLOSURES REQUIRED BY SECTION 10-702. THE SELLER IS NOT LIABLE FOR
AN ERROR. INACCURACY OR OMISSION IN THE DISCLOSURE STATEMENT IF THE ERROR,
INACCURACY. OR OMISSION %VAS BASED UPON INFORMATION THAT WAS NOT WITHIN THE
ACTUAL KNOWLEDGE OF THE SELLER: OR \VAS PROVIDED TO THE SELLER BY A THIRD
PARTY.

YOU HAVE THE RIGHT TO OBTAIN PROFESSIONAL ADVICE ABOUT THE PROPERTY OR
OBTAINAN INSPECTION OF THE PROPERTY.

THE UNDERSIGNED BUYER(S) ACKNGWLEDGES RECEIPT OF THIS NOTICE ON THE DATE
INDICATED BELOW.
WITNESS: ▇▇▇▇▇▇▇▇▇'▇
WHARF BALTIMORE L.P.
By: ▇▇▇▇▇▇▇▇▇'▇ Wharf
Development Corp.,
General Partner

By:
▇▇▇▇▇:
Titie:
Date:

EXHIBIT D TO
AGREEMENT OF SALE AND PURCHASE

PROPERTY DISCLAIMER STATEMENT

MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

NOTICE TO SELLER AND BUYER

Section 10-702 of the Real Property Article, Annotated Code of Maryland,
requires the owner of certain residential real property to furnish to the BUYER
either (a) a RESIDENTIAL PROPERTY DISCLAIMER STATEMENT stating that the owner
is selling the property "as is" and makes no representations or warranties as
to the condition of the property or any improvements on the real property,
except as otherwise provided in the contract of sale, or (b) a RESIDENTIAL
PROPERTY DISCLOSURE STATEMENT disclosing defects or other information about the
condition of the real property actually known by the owner. Certain transfers
of residential property are excluded from this requirement (see the exemptions
listed below).

MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

NOTICE TO OWNER(S): Sign this statement only if you elect to sell the property
without representations and warranties as to its condition, except as otherwise
provided in the contract of sale, otherwise, complete and sign the RESIDENTIAL
PROPERTY DISCLOSURE STATEMENT.

Property Address:1000 Fell Street, Condominium Unit No. 402, along with
Parking Unit No. P-6 1.

Legal Description: Condominium ▇▇▇▇ ▇▇. ▇▇▇ and Parking Unit No. P-61 in
THE RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇ WHARF, A CONDOMINIUM, as established
pursuant to a Declaration dated August 30, 1988, and recorded among the Land
Records of Baltimore City (the "Land Records") at Liber S.E.B. No. 1821, page
20. as amended by Amendment to Declaration dated April 3, 1989 and recorded
among the Land Records at Liber S.E.B. No. 2081, folio 329. and as further
amended by Second Amendment to Declaration dated July 31. 1990, and recorded
among the Land Records at Liber S.E.B. No. 2563. folio 230. and as further
amended by Third Amendment to Declaration dated as of December 14. 1992, and
recorded among the Land Records at Liber S.E.B. No. 3578. folio 30 (as amended.
the "Declaration"). and the Bylaws attached thereto (the "Bylaws"). and as shown
on those certain plats entitled "Condominium Plat. The Residences and Inn at
▇▇▇▇▇▇▇▇▇'▇ Wharf, a Condominium." dated August, 1988, and recorded among the
Plat Records of Baltimore City at Condominium Plat Record Book S.E.B. No. 232.
Sheets I through 11. as amended by condominium plats dated December 14, 1992.
and recorded among the Plat Records of Baltimore City at Condominium Plat Record
Book S.E.B. 298, Sheets 1through 11(as arnended, the "Condominium Plats").

undersigned owner(s) of the real property described above make no
representations or warranties as to the condition of the real property or any
improvements thereon, and the BUYER will be receiving the real property "as
is", with all defects which may exist, except as otherwise provided in the
real estate contract of sale. The owner(s) acknowledge having carefully
examined this statement and further acknowledge that they have been informed
of their rights and obligations under Section ss. 10-702 of the Maryland Real
Property Article.

SELLER: (SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇

Date:

The BUYER(s) acknowledge receipt of a copy of this disclaimer statement and
further acknowledge that he has been informed of his rights and obligations
under Section ss.10-702 of the Maryland Real Property Article.

BUYER: ▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P.

By:▇▇▇▇▇▇▇▇▇'▇ Wharf Development
Corporation, General Partner

Date: By: (SEAL)
Name:
Title:

MARYLAND RESIDENTIAL PROPERTY DISCLOSURE ACT

10-702. Exemptions. - The following are specifically excluded from the
provisions of Section 10-702:

1. The initial sale of single family Residential Real Property

2. A transfer that is exempt from the transfer tax under 13-207 of the
Tax-Property Article, except land installment contracts of sale under 13-207(11)
of the Tax-Property Article except land installment Contracts of Sale under
13-207(11) of the Tax Property Article and options to purchase real property
under 13-207(12) of the Tax-Property Article;

3. A sale by a lender acquiring the Real Property by foreclosure or deed in lieu
of foreclosure;

4. A sheriff's sale, tax sale, or sale by foreclosure, partition, or by court
appointed trustee;

5. A transfer by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust; or

6. A transfer of single family Residential Real Property to be converted by the
Buyer into a use other than residential use or to be demolished.

EXHIBIT E TO
AGREEMENT OF SALE AND PURCHASE

CERTIFICATE OF NON-FOREIGN STATUS

CERTIFICATION OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee
(buyer) of a U.S. real property interest must withhold tax if the transferor
(seller) is a foreign person. To inform the transferee that withholding of tax
is not required upon the undersigned's disposition of a U. S. real property
interest, the undersigned does hereby certify the following:

1. The undersigned is not a nonresident alien for purposes of U.S. income
taxation.

2. The undersigned's U.S. taxpayer identifying number is .

3. The undersigned's address is .

The undersigned does understand that this certification may be disclosed
to the Internal Revenue Service by the transferee and that any false statement
made here could be punished by fine, imprisonment, or both.

Under penalties of perjury, the undersigned does hereby declare that the
undersigned has examined this certification and, to the best of the undersigned"
knowledge and belief, it is true, correct, and complete.

Dated: , 1998

By:
▇▇▇▇▇▇▇ ▇▇▇▇▇

EXHIBIT B TO SETTLEMENT AGREEMENT

RELEASE

MUTUAL RELEASE

This mutual release ("Release") made this day of , 1998, by and between The
COUNCIL OF UNIT OWNERS OF THE RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇ WHARF BALITIMORE
L.P., a Delaware limited partnership ("HWLP"), CLAREMONT MANAGEMENT CORPORATION
("Claremont"), ▇▇▇▇▇▇▇ INTERNATIONAL BALTIMORE, INC. ("▇▇▇▇▇▇▇)", CREDIT SERVICE
INTERNATIONAL BALTIMORE, INC. ("CSI"), ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"),
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ("▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ ("▇▇▇▇▇▇") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") (Claremont, ▇▇▇▇▇▇▇, Sullivan,
Intravaia, ▇▇▇▇▇▇ and ▇▇▇▇▇ are sometimes collectively referred to herein as the
"Third Party Defendants") and ▇▇▇▇▇▇▇ ▇▇▇▇▇, a Maryland resident ("Sassi").

EXPLANATORY STATEMENT

The Council is the council of unit owners for the residential
condominium known as The Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, located at the
foot of Fell Street in Fells Point, Balitmore City, Maryland (the
"Condominium"). HWLP operates and manages the Condominium. Sassi is the owner of
Condominium ▇▇▇▇ ▇▇. ▇▇▇ and Parking Unit No. P-61 in the Condominium
(collectively, the "Unit").

The Council and HWLP filed a legal action against Sassi, known as
The Council of Unit Owners of the Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, A
Condominium, Incorporated and ▇▇▇▇▇▇▇▇▇'▇ Wharf Baltimore, L.P. v. ▇▇▇▇▇▇▇
▇▇▇▇▇, Civil Case No. 97-154-052-CC-292, which is pending in the Circuit Court
of Maryland for Baltimore City ("Lawsuit"). In the Lawsuit, the Council and HWLP
assert caims against Sassi for delinquent condominium charges and assessments
and nuisance (all of the Council's and HWLP's claims are hereinafter sometimes
collectively referred to as the "Condominium's Claims").

Sassi filed a (I) counterclaim in the Lawsuit against the Council
and HWLP, as applicable, for violations of Fair Debt Collection Practices Act,
breach of contract, deceit and trespass (all of such claims being sometimes
collectively referred to herein as the "Counterclaim"); and (ii) third party
complaint in the Lawsuit against Claremont Management Corporation ("Claremont"0,
▇▇▇▇▇▇▇ Management Associates, Inc. ("▇▇▇▇▇▇▇"), Credit Service International
Baltimore, Inc. ("CSI"), ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇. ("▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇")
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇"), as applicable, for violations of Fair Debt
Collection Practices Act, breach of contract, negligence, deceit and trespass
(all of such claims being sometimes collectively referred to herein as the
"Third Party Complaint"). Claremont, McKenna, Sullivan, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and
▇▇▇▇▇ are sometimes collectively referred to herein as the "Third Party
Defendants".

CSI filed a cross complaint in the Lawsuit against the Council,
HWLP, Claremont, McKenna, Sullivan, Moran, Intravaia, ▇▇▇▇▇▇ and ▇▇▇▇▇ for
indemnification for certain matters ("Cross Claim").

The parties have agreed to compromise and settle all claims which
any party has asserted or may assert in the Lawsuit, Counterclaim, Third Party
Complaint or Cross Claim, or which any party has asserted or may assert in the
Lawsuit, Counterclaim, Third Party Complaint or Cross Claim, or which any party
may have arising out of the use of ownership or operation of the Unit, or any
part thereof, pursuant to the terms of a Settlement Agreement of even date
herewith between the parties ("Settlement Agreement").

NOW, THEREFORE, for and in consideration of the foregoing
explanatory statements and the agreements hereinafter set forth, the sufficiency
and legal adequacy of which the parties acknowledge, they do hereby agree as
follows:

1. The Council and HWLP, for themselves and for their officers, directors,
employees, agents, principals and shareholders, and for all their respective
successors and assigns, hereby release and forever dischares Sassi and the Third
Party Defendants, their respective heirs, personal representatives, successors,
assigns, officers, directors, emplyees, agents, principals and shareholders,
from any and all claims, actions, suits, debts, counts, covenants, contracts,
damages, judgments and demands of whatsoever king or nature ("Claims"), which
the Council and/or HWLP, individually or collectively, ever had, or may now
have, up to the date of this Release, pertaining in any way to the Unit (other
than a misrepresentation by Sassi under the Agreement of Sale, as defined in the
Settlement Agreement), including but not limited to any Claims which ere raised
or could have been raised in the Lawsuit.

2. Sassi, for himself and his heirs and personal representatives and
assigns, hereby releases and forever discharges the Council, HWLP and the Third
Party Defendants, their respective heirs, personal representatives, successors,
assigns, officers, directors, employees, agents, principals and shareholders,
from any and all Claims which Sassi ever had, or may now have, up to the date of
this Release, pertaining in any way to the Unit, including but not limited to
any Clains which were raised or could have been raised in the Counterclaim or in
the Third Party Complaint.

3. The Third Party Defendants, for themselves and for their
officers, directors, employees, agents, principals and shareholders, and for
their respective heirs, personal representatives, successors and assigns, hereby
releases and forever discharges Sassi, the Council and HWLP, their respective
heirs, personal representatives, successors, assigns, officers, directors,
employees, agents, principals and shareholders, from any and all Claims which
the Third Party Defendants, individually and/or collectively, ever had, or may
now have, up to the date of the Release, pertaining in any way to the Unit,
including but not limited to any Claims which were raised or could have been
raised in the Cross Complaint.

4. This Release contains the entire agreement between the parties
and is the complete written integration of that agreement. This writing is
intended by the parties as a final expression of that agreement and as a
complete and exclusive statement of the terms thereof, all negotiations,
considerations and representations between the parties having been incorporated
herein. No course or prior dealings between the parties or their officers,
employees, agents or affiliates shall be relevant or admissible to supplement,
explain or vary any of the terms of this Release. None of the parties to this
Release has any right to rely on any prior or contemporaneous representations
made by anyone concerning this Release and none of the parties has so relied.

5. Each of the parties has read this Release and fully understands it.

6. This Release may be executed in one or more counterparts, each of which Shall
be deemed an original and all of which when taken together shall constitute one
and the same document. This Release may be delivered by facsimile transmission
or an originally executed copy to be followed by immediate delivery of the
original of such executed copy.

IN WITNESS WHEREOF, the parties have executed this Release under
seal as of the day of , 1998.

WITTNESS/ATTEST: COUNCIL:

THE COUNCIL OF UNIT OWNERS OF THE
RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇
WHARF, a Condominium, Incorporated

By: (SEAL)
Name:
Title:

HWLP:

▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P.

By: ▇▇▇▇▇▇▇▇▇'▇ Wharf Development
Corporation, General Partner

By: (SEAL)
Name:
Title:

CLAREMONT

CLAREMONT MANAGEMENT
CORPORATION

By: (SEAL)
Name:
Title:

▇▇▇▇▇▇▇:

▇▇▇▇▇▇▇ MANAGEMENT ASSOCIATES, INC.

By: (SEAL)
Name:
Title:

CSI:

CREDIT SERVICE INTERNATIONAL
BALTIMORE, INC.

By: (SEAL)
Name:
Title:

▇▇▇▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.

▇▇▇▇▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇:

(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇

▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇

SASSI:

(SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇

STATE OF )
) TO WIT:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of 1998 , before me, the subscriber, a
Notary Publicof the State and City/County aforesaid, personally appeared , who
acknowledged himself/herself to be the of The Council of Unit Owners of the
Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a , and that he/she as such officer,
being authorized so to do, executed the foregoing instrument for the purposes
therein contained, by signing in my presence the name of the corporation by
himself/herself as suchofficer. In Witness Whereof. I have hereunto set my hand
and official seal.

Notary PublicMy Commission expires:

STATE OF )
) TO WIT:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of 1998 , before me, the subscriber, a
Notary Publicof the State and City/County aforesaid, personally appeared , who
acknowledged himself/herself to be the of ▇▇▇▇▇▇▇▇▇'▇ Wharf Development
Corporation, general partner of ▇▇▇▇▇▇▇▇▇'▇ Wharf Baltimore, L.P., a Delaware
limited partnership, and that he/she as such officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
in my presence the name of the corporation by himself/herself as suchofficer. In
Witness Whereof. I have hereunto set my hand and official seal.

Notary Public

My Commission expires:

STATE OF )
) TO WIT:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of 1998 , before me, the subscriber, a
Notary Publicof the State and City/County aforesaid, personally appeared , who
acknowledged himself/herself to be the of Claremont Management Corporation, a ,
and that he/she as such officer, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing in my
presence the name of the corporation by himself/herself as suchofficer. In
Witness Whereof. I have hereunto set my hand and official seal.

Notary Public

My Commission expires:

STATE OF )
) TO WIT:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of 1998 , before me, the subscriber, a
Notary Publicof the State and City/County aforesaid, personally appeared , who
acknowledged himself/herself to be the of ▇▇▇▇▇▇▇ Management Associates, Inc., a
, and that he/she as such officer, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing in my
presence the name of the corporation by himself/herself as suchofficer. In
Witness Whereof. I have hereunto set my hand and official seal.

Notary Public

My Commission expires:

STATE OF )
) TO WIT
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of , 1998 , before me, the subscriber, a
Notary Public of the State and City/County aforesaid, personally appeared , who
acknowledged himself/herself to be the of Credit Service International
Baltimore, Inc., a , and that he/she as such officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
in my presence the name of the corporation by himself/herself as such officer.

In Witness Whereof, I have hereunto set my hand and official seal.

Notary Public
My Commission expires:

STATE OF )
) to wit:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of - . 1998, before me, the subscriber, a
Notary Public of the State aforesaid, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
known to me (or satisfactorily proven) to be the persons whose name is
subscribed to the within instrument, and he acknowledged that he executed the
foregoing instrument for the purposestherein ▇▇▇▇▇▇▇▇▇.▇▇ WITNESS WHER-EOF. I
have hereunto set my hand and Notarial Seal. Notarv PublicMy Commission Expires:

STATE OF )
) to wit:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of , 1998, before me, the subscriber,a
Notary Public of the State afoiesaid, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.,
known to me (or satisfactorily proven) to be the persons whose name is
subscribed to the within instrument, and he acknowledged that he executed the
foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

Notary Public

My Commission Expires:

STATE OF )
) to wit:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of , 1998, before me, the subscriber, a
Notary Public of the State aforesaid, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
known to me (or atisfactorily proven) to be the persons whose name is subscribed
to the within instrument, and he acknowledged that he executed the foregoing
instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

Notary Public

My Commission Expires:

STATE OF )
) to wit:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of , 1998, beforeme, the subscriber, a
Notary Public of the State aforesaid, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,known
to me (or satisfactorily proven) to be the persons whose name is subscribed to
the withininstrument, and he acknowledged that he executed the foregoing
instrument for the purposes ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ WITNESS WHEREOF, I have hereunto
set my hand and Notarial Seal.

Notary Public

My Commissior Expires:

STATE OF )
) to wit:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of , 1998, before me, the subscriber, a
Notary Public of the State aforesaid, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, known
to me (or satisfactorily proven) to be the persons whose name is subscribed to
the within instrument, and he acknowledged that lie executed the foregoing
instrument for the purposes therein contained.

IN WITNESS WHEREOF. I have hereunto set my hand and Notarial Seal.

Notary Public

My Commission Expires:

STATE OF )
) to wit:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this day of , 1998, before me, the subscriber, a
Notary Public of the State aforesaid, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇, known
to me (or satisfactorily proven) to be the persons whose name is subscribed to
the within instrument, and he acknowledged that he executed the foregoing
instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

Notary Public

My Commission Expires:

MUTUAL RELEASE

THIS MUTUAL RELEASE ("Release") made this 3RD day of November 1998, by and
between The COUNCIL OF UNIT OWNERS OF THE RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇
WHARF, a Condominium, Incorporated (the "Council"), ▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE
L.P., a Delaware limited partnership ("HWLP"), CLAREMONT MANAGEMENT CORPORATION
("Claremont"), ▇▇▇▇▇▇▇ MANAGEMENT ASSOCIATES, INC. ("▇▇▇▇▇▇▇"), CREDIT SERVICE
INTERNATIONAL BALTIMORE, INC. ("CSI"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇. ("▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("▇▇▇▇▇▇") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") (Claremont, ▇▇▇▇▇▇▇, Sullivan,
Intravaia, ▇▇▇▇▇▇ and ▇▇▇▇▇ are sometimes collectively referred to herein as the
"Third Party Defendants") and ▇▇▇▇▇▇▇ ▇▇▇▇▇, a Maryland resident ("Sassi").

EXPLANATORY STATEMENT

The Council is the council of unit owners for the residential
condominium known as The Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, located at
the foot of Fell Street in Fells Point, Baltimore City, Maryland (the
"Condominium"). HWLP operates and manages the Condominium. Sassi is the owner
of Condominium ▇▇▇▇ ▇▇. ▇▇▇ and Parking Unit No. P-61 in the Condominium
(collectively, the "Unit").

The Council and HWLP filed a legal action against Sassi, known as
The Council of Unit Owners of the Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, A
Condominium, Incorporated and ▇▇▇▇▇▇▇▇▇'▇ Wharf Baltimore, L.P. v. ▇▇▇▇▇▇▇
▇▇▇▇▇, Civil Case No. 97-154-052-CC-2921, which is pending in the Circuit Court
of Maryland for Baltimore City ("Lawsuit"). In the Lawsuit, the Council and
HWLP assert claims against Sassi for delinquent condominium charges and
assessments and nuisance (all of the Council's and HWLP's claims are
hereinafter sometimes collectively referred to as the "Condominium's Claims").

Sassi filed a (i) counterclaim in the Lawsuit against the Council and HWLP,
as applicable, for violations of Fair Debt Collection Practices Act, breach of
contract, deceit and trespass (all of such claims being sometimes collectively
referred to herein as the "Counterclaim"); and (ii) third party complaint in the
Lawsuit against Claremont Management Corporation ("Claremont"), ▇▇▇▇▇▇▇
Management Associates, Inc. ("▇▇▇▇▇▇▇"), Credit Service International Baltimore,
Inc. ("CSI"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ("▇▇▇▇▇"),
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ ("▇▇▇▇▇"), as applicable, for violations of Fair Debt Collection Practices
Act, breach of contract, negligence, deceit and trespass (all of such claims
being sometimes collectively referred to herein as the "Third Party Complaint").
Claremont, McKenna, Sullivan, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and ▇▇▇▇▇ are sometimes
collectively referred to herein as the "Third Party Defendants".

The parties have agreed to compromise and settle all claims which
any party has asserted or may assert in the Lawsuit, Counterclaim, Third Party
Complaint or Cross Claim, or which any party has asserted or may assert in the
Lawsuit, Counterclaim, Third Party Complaint or Cross Claim, or which any
party may have arising out of the use or ownership or operation of the Unit,
or any part thereof, pursuant to the terms of a Settlement Agreement of even
date herewith between the parties ("Settlement Agreement").

1 . The Council and HWLP, for themselves and for their officers,
directors, employees, agents, principals and shareholders, and for all their
respective successors and assigns, hereby releases and forever discharges
Sassi and the Third Party Defendants, their respective heirs. personal
representatives, successors, assigns, officers, directors, employees, agents,
principals and shareholders, from any and all claims, actions, suits, debts,
counts, covenants. contracts, damages. judgments and demands of whatsoever
kind or nature ("Claims"), which the Council and/or HWLP, individually or
collectively, ever had, or may now have, up to the date of this Release,
pertaining in any way to the Unit (other than a misrepresentation by Sassi
under the Agreement of Sale, as defined in the Settlement Agreement),
including but not limited to any Claims which were raised or could have been
raised in the Lawsuit.

2. Sassi, for himself and his heirs and personal representatives
and assigns, hereby releases and forever discharges the Council, 14WLP and the
Third Party Defendants, their respective heirs, personal representatives,
successors, assigns, officers, directors, employees, agents, principals and
shareholders, from any and all Claims which Sassi ever had, or may now have,
up to the date of this Release, pertaining in any way to the Unit. including
but not limited to any Claims which were raised or could have been raised in
the Counterclaim or in the Third Party Complaint.

3. The Third Party Defendants, for themselves and for their
officers, directors, employees, agents, principals and shareholders, and for
their respective heirs, personal representatives, successors and assigns,
hereby releases and forever discharges Sassi, the Council and HWLP, their
respective heirs, personal representatives, successors, assigns, officers,
directors. employees, agents, principals and shareholders, from any and all
Claims which the Third Party Defendants, individually and/or collectively, ever
had, or may now have, up to the date of this Release, pertaining in any way to
the Unit, including but not limited to any Claims which were raised or could
have been raised in the Cross Complaint.

4. This Release contains the entire agreement between the parties
and is the complete written integration of that agreement. This writing is
intended by the parties as a final expression of that agreement and as a
complete and exclusive statement of the terms thereof, all negotiations,
considerations and representations between the parties having been
incorporated herein. No course or prior dealings between the parties or their
officers, employees, agents or affiliates shall be relevant or admissible to
supplement, explain or vary any of the terms of this Release. None of the
parties to this Release has any right to rely on any prior or contemporaneous
representations made by anyone concerning this Release and none of the parties
has so relied.

5. Each of the parties has read this Release and fully understands
it.

6. This Release may be executed in one or more counterparts, each
of which shall be deemed an original and all of which when taken together shall
constitute one and the same document. This Release may be delivered by
facsimile transmission of an originally executed copy to be followed by
immediate delivery of the original of such executed copy.

IN WITNESS WHEREOF, the parties have executed this Release under
seal as of the 3rd day of November, 1998.

WITNESS/ATTEST: COUNCIL:

THE COUNCIL OF UNIT OWNERS OF THE
RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇
WHARF, a Condominium, Incorporated

By:
Name:
Title:

HWLP:

▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P.

BY: ▇▇▇▇▇▇▇▇▇'▇ Wharf Development
Corporation, General Partner

By: (SEAL)
Name:
Title:

CLAREMONT:

CLAREMONT MANAGEMENT CORPORATION

By: (SEAL)
Name:
Title:

▇▇▇▇▇▇▇:

▇▇▇▇▇▇▇ MANAGEMENT ASSOCIATES, INC.

By: (SEAL)
Name:
Title:

STATE OF )
)TO WIT:
CITY/C0UNTY0F )

I HEREBY CERTIFY that on this 29th day of September, 1998, before me, the
subscriber, a Notary Public of the State and City/County aforesaid, personally
appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, who acknowledged himself/herself to bc the President
of Credit Service International Baltimore, Inc., a corporation,and that he/she
as such officer, being authorized so to do, executed the foregoing instrument
for the purpose therein contained by signing in my presence the name of the
corporation by himself/herself as such officer.

In-Witness Whereof, I have hereunto set my hand and official seal.

Notary Public

My Commission expires:

STATE OF )
) to wit:
CITY/COUNTY OF )

I HEREBY CEPUIFY that on thisday of 1998, before me, the
subscriber, a Notary Public of the State aforesaid, personally appeared
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, known to me (or satisfactorily proven) to be the
persons whose name is subscribed to the within instrument, and he
acknowledges that he executed the foregoing instrument for the purposes
therein contained.

IN WITNESS WHERE0F, I have hereunto set my hand and Notarial
Seal.

Notary Public

My Commission Expires;

CSI:

CREDIT SERVICE INTERNATIONAL
BALTIMORE, INC.

By: (SEAL)
Name:
Tit1c:

▇▇▇▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.

▇▇▇▇▇▇▇▇▇:

(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

KRASOIN:

(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇

▇▇▇▇▇:

▇▇▇▇▇▇ ▇▇▇▇▇

STATE OF )
) to wit:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this dav of 1998. before me, the subscriber, a
Notary Public of the State aforesaid, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known
to me (or satisfactorily proven) to be the persons whose name is subscribed to
the within instrument, and he acknowledged that he executed the foregoing
instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and Notarial
Seal.

Notary Public
My Commission Expires:

STATE OF )
) to wit:
CITY/COUNTY 0F )

I HEREBY CERTIFY that on this 30th day of .October, 1998
before me, the subscriber, a Notary Public of the State aforesaid,
personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, known to me (or satisfactori1v
proven) to be the persons whose name is subscribed to the within
instrument, and he acknowledged that he executed the foregoing instrument
for the purposes therein contained.

IN WITNESS WHEREOF. I have hereunto set my hand and Notarial Seal.

Notary Public
My Commission Expires:

SASSI:

(SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇

STATE OF )
)TO WIT:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this _ day of 1 1998 , before me, the subscriber,
a Notary Public of the State and City/County aforesaid, personally appeared ,
who acknowledged himself/herself to be the of The Council of Unit Owners of the
Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a Condominium Incorporated, and that
he/she as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing in my presence the
name of the corporation by himself/herself as such officer.

In Witness Whereof, I have hereunto set my hand and official seal.

Notary Public

My Commission expires:

STATE OF
TO WIT:
CITY/COUNTY OF

I HEREBY CERTIFY that on this - day of 1 1998, before me, the subscriber, a
Notary Public of the State and City/County aforesaid. personally appeared I who
acknowledged himself/herself to be the of ▇▇▇▇▇▇▇▇▇'▇ Wharf Development
Corporation, general partner of ▇▇▇▇▇▇▇▇▇'▇ Wharf Baltimore, L.P.,a Delaware
limited partnership, and that he/she as such officer. being authorized so to do,
executed the foregoing instrument for the purposes therein contained. by signing
in my presence the name of the corporation by himself/herself as such officer.

In Witness Whereof, I have hereunto set my hand and official seal.

Notary Public

My Commission expires:

STATE OF )
)to wit:
CITY/COUNTY OF )

I HEREBY CERTIFY that on this 3rd , of November , 1998, before me,
the subscriber, a Notary Public of the State aforesaid, personally appeared
▇▇▇▇▇▇▇ ▇▇▇▇▇, known to me (or satisfactorily proven) to be the persons whose
name is subscribed to the within instrument, and he acknowledged that he
executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

Notarv Public

My Commission Expires:

AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT OF SALE AND PURCHASE (this "Agreement") is
made on this 3rd day of November, 1998 (the "Effective Date"), by and between
▇▇▇▇▇▇▇ ▇▇▇▇▇ a Maryland resident ("Seller") and ▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE
L.P., a Delaware limited partnership ("Buyer").

Background

Seller is the owner of Condominium Unit No. 402 (the "Unit")
in The Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a Condominium (the
"Condominium"), together with all appurtenances and advantages
thereunto pertaining, and Parking Unit No. P-61 and an undivided
percentage interest in the common elements, common expenses and
common profits in the condominium regime, and together with all
appliances, fixtures, equipment and personally located in the Unit
(collectively, the "Property").

Seller desires to sell and convey to Buyer, and Buyer desires
to purchase from Seller, the Property upon the terms and conditions
set forth in this Agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Buyer agree as follows:

1. SALE AND PURCHASE. Subject to the terms and conditions set forth
in this Agreement, Seller hereby agrees to sell to Buyer, and Buyer hereby
agrees to purchase from Seller, the Property.

2. PURCHASE PRICE AND PAYMENT. The purchase price to be paid by
Buyer to Seller for the Property (the "Purchase Price") shall be the sum of One
Hundred Ten Thousand Dollars ($110,000.00). The Purchase Price shall be paid at
Closing (as hereinafter defined) by bank, cashier's, certified or title company
check or by bank wire.

3. POSSESSION; RISK OF LOSS.

(a) At Closing, Seller shall deliver to Buyer possession of
the Property, in broom clean condition, free of any and all tenancies.

(b) Until Closing, the Seller shall bear the risk of any
damage to or destruction of the Property. From and after the date hereof and
until Closing, the Seller shall, at its expense, (a) keep the Property insured
against fire and such other insurable casualties as are commonly insured
against by an all-risk casualty insurance policy, to its full insurable value,
and (b) cause each such policy to be endorsed to name the Buyer (in its
capacity as contract purchaser hereunder) as an additional insured thereunder
as its interest may appear.

4. TITLE. Fee simple title in and to the Property shall be
marketable, insurable at standard rates on an ALTA Form B policy of owner's
title insurance, and free and clear of all liens, encumbrances, leases,
easements, covenants, conditions and restrictions, except for those matters
shown on the title report attached hereto as Exhibit A and incorporated herein
by reference (collectively, the "Permitted Property Exceptions"). From and
after the Effective Date Seller shall not do or cause to be done anything which
will affect the status of title of the Property. Notwithstanding anything to
the contrary, Seller shall discharge any lien or encumbrance which is capable
of being discharged by the payment of money, including any deed of trust or
mortgage.

5. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller makes the
following representations and warranties to Buyer, each of which shall be true
and correct on the Effective Date and on the Closing Date (as hereinafter
defined) and shall survive the Closing:

(a) The execution and delivery of this Agreement by Seller.,
and the performance by Seller of all terms and conditions contained herein, do
not violate the terms of, are not in conflict with, and will not result in the
breach of or default under (1) any agreement, commitment, obligation, contract
or instrument under which Seller or the Property is bound or affected or (ii)
any law, rule, regulation or court order by which the Property or Seller is
affected.

(b) As of the Effective Date, all taxes, assessments, fees or
other charges (other than condominium fees) affecting or pertaining to the
Unit have been paid in full.

(c) There are no leases or tenancies with respect to the
Property or any part thereof and there have not been any for the preceding six
months. The Property has never been a single family residential rental dwelling
as such term is defined in Article 13, Sections 46-55 of the Baltimore City
Code (1976 Edition, as amended). Seller will not lease the Unit prior to
Closing.

(i) Each of the representations and warranties of
Seller contained in Section 5 shall be true as of the Closing Date, and

(ii) Seller shall not be in default of any of its
obligations under this Agreement.

If any one or more of such conditions precedent are not
satisfied (or the satisfaction thereof is not waived in writing by Buyer) as of
the Closing Date, then Buyer shall have the right, at its option, to terminate
this Agreement by written notice thereof to Seller, and thereafter neither
party shall have any further liability or obligation hereunder.

7. CLOSING; CLOSING COSTS; ADJUSTMENTS.

(a) The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Neuberger, Quinn,
Gielen, Rubin & Gibber, P.A., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other location in Baltimore City designated by Buyer, within
sixty (60) days from the date of this Agreement upon not less than five (5)
days prior notice from Buyer to Seller, at a time designated by Buyer ("Closing
Date"). If the Closing Date as provided herein falls on a Saturday, Sunday or
legal holiday, then the Closing Date shall be extended to the next day which is
a business day.

(b) Buyer shall pay all recording costs and any costs charged
by the council of unit owners of the Condominium in connection with such
conveyance.

(c) All fees (other than condominium fees), all taxes,
general or special. and all other public and governmental charges or
assessments against the Property which are or may be payable on an annual or
semi-annual basis (including metropolitan and other benefit charges,
assessments, liens or encumbrances) shall be adjusted and apportioned as of the
Closing and are to be assumed and paid thereafter by Buyer. whether or not the
assessments have been levied as of the Closing.

(d) All outstanding condominium fees assessed against the
Property up through the date of Closing shall be paid by Buyer at Closing.

8. RECORDATION AND TRANSFER TAXES, OTHER COSTS.

(b) This subsection applies if Buyer is a first-time Maryland
home buyer who will reside in the Property. If there are two or more Buyers,
then each Buyer must be someone who is a first-time Maryland home buyer, or
someone who will not occupy the house as a principal residence and who is a
co-maker or guarantor of a purchase money deed of trust or mortgage for the
benefit of the first-time Maryland home buyer. A "first-time Maryland home
buyer" means an individual who has never owned in the State of Maryland
residential real property that has been his or her principal residence. Section
14-104 of the Real Property Article of the Annotated Code of Maryland provides
that:

(i) Buyer's portion of the State transfer
tax is waived;

(ii) State transfer tax will be reduced to 0.25% of the sales
price of the

property;

(iii) the entire amount of the State transfer tax shall be
paid by Seller; and

(iv) the entire amount of recordation tax and local transfer
tax shall be paid by Seller unless there is an express agreement between Buyer
and Seller that the recordation tax and local transfer tax will not be paid
entirely by Seller. In this Agreement, the parties agree that the costs of
transfer tax and recordation tax shall be paid by Buyer.

check if first-time Maryland Home
Buyer.

9. DEFAULT.

(a) If Buyer shall have fully performed its obligations
hereunder and Seller breaches this Agreement or otherwise fails to perform or
observe any of the covenants or obligations to be performed or observed by
Seller hereunder, or if any of Seller's representations or warranties hereunder
is incorrect or untrue as of the Closing Date, Buyer shall have the right to
(i) enforce Buyer's right of specific performance, (ii) bring suit for all
damages suffered by reason of Seller's action or inaction, and/or (iii) enforce
any and all other remedies available to Buyer at law or in equity.

(b) If Seller shall have fully performed its obligations
hereunder and Buyer breaches this Agreement or otherwise fails to perform or
observe any of the covenants or obligations to be performed or observed by
Buyer hereunder, Seller shall have the right to (i) enforce Seller's right of
specific performance, (ii) bring suit for all damages suffered by reason of
Buyer's action or inaction, and/or (iii) enforce any and all other remedies
available to Seller at law or in equity.

(c) In the event of litigation, the prevailing party shall be
entitled to reasonable attorneys' fees and costs of litigation.

10. CLOSING DOCUMENTS.

(a) At Closing, upon payment of the Purchase Price, Seller
shall execute and deliver to the closing officer or title company
representative a special warranty deed, with covenants of further assurances,
in the form attached hereto as Exhibit B and incorporated herein by reference,
conveying fee simple title to the Property to Buyer free and clear of all
liens, encumbrances, leases, easements, covenants, conditions, restrictions and
other title exceptions other than the Permitted Property Exceptions.

(b) On the Closing Date, Buyer shall execute, acknowledge and
deliver all additional documents that may reasonably be necessary or
appropriate to carry out the provisions hereof.

11. OPERATIONS PENDING CLOSING. From and after the dates listed
below, the parties shall perform as follows:

(a) From and after the Effective Date, Seller shall promptly
furnish to Buyer copies of any and all notices or communications that Seller
receives from (i) any governmental or quasi -governmental entities, or any
other body having jurisdiction with respect to the use and occupancy or
physical condition of the Property, and/or (ii) any other notice or
communication relating to the Property.

(b) From and after the Effective Date, Seller shall promptly
furnish to Buyer written notice of any event or condition that causes or may
tend to cause a change in the facts relating to, or the accuracy, completeness
or truth of, any of the representations, warranties, covenants, or any of the
information provided herein.

(c) From and after the Effective Date, neither Seller nor
Seller's agents, affiliates or employees shall sell, offer for sale., pen-nit
the use of, negotiate with respect to, or otherwise deal in the sale, lease or
other transfer of the Property or any interest therein.

12. BROKERAGE. Each party represents and warrants to the other that
it has dealt with no agent, broker or finder in connection with this Agreement,
and each party shall indemnify, defend and save harmless the other from and
against any loss, cost, damage or expense (including reasonable attorneys'
fees) arising from a breach of such representation or warranty.

13. NOTICES. All notices hereunder shall be in writing and shall be
(i) delivered via commercial messenger delivery service with same day or
overnight receipted delivery, or (ii) mailed, registered or certified U.S.
mail, return receipt requested, first class postage prepaid, and shall be
addressed as follows:

With a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esquire
Neuberger, Quinn, Gielen,Rubin & Gibber, P.A.
Commerce Place, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇

If to Buyer: ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No. (▇▇▇)▇▇▇-▇▇▇▇.

Notices that are delivered by commercial messenger shall be deemed effective
upon delivery to the commercial messenger. Notices that are sent by registered
or certified mail shall be deemed delivered and effective the day the same is
deposited in the U.S. mails. Each party may change its address or telecopy
number by giving written notice as provided above. All notices shall also be
sent via telecopy to the number set forth above on the same day as such notice
is deposited with the messenger or U.S. Post Office.

(I) A COPY OF THE DECLARATION (OTHER THAN THE
PLATS);

(II) A COPY OF THE BYLAWS;

(III) A COPY OF THE RULES AND REGULATIONS OF THE
CONDOMINIUM;

(IV) A CERTIFICATE CONTAINING:

(1) A STATEMENT DISCLOSING THE EFFECT ON
THE PROPOSED CONVEYANCE OF ANY RIGHT OF FIRST REFUSAL OR OTHER RESTRAINT ON
THE FREE ALIENABILITY OF THE UNIT, OTHER THAN ANY RESTRAINT CREATED BY THE
UNIT OWNER;

(2) A STATEMENT OF THE AMOUNT OF THE
MONTHLY COMMON EXPENSE ASSESSMENT AND ANY UNPAID COMMON EXPENSE OR SPECIAL
ASSESSMENT CURRENTLY DUE AND PAYABLE FROM THE SELLING UNIT OWNER;

(3) A STATEMENT OF ANY OTHER FEES PAYABLE
BY THE UNIT OWNERS TO THE COUNCIL OF UNIT OWNERS;

(4) A STATEMENT OF ANY CAPITAL EXPENDITURES
APPROVED BY THE COUNCIL OF UNIT OWNERS OR ITS AUTHORIZED DESIGNEE PLANNED AT
THE TIME OF THE CONVEYANCE WHICH ARE NOT REFLECTED IN THE CURRENT OPERATING
BUDGET INCLUDED IN THE CERTIFICATE;

(5) THE MOST RECENTLY PREPARED BALANCE
SHEET AND INCOME AND EXPENSE STATEMENT, IF ANY, OF THE CONDOMINIUM;

(6) THE CURRENT OPERATING BUDGET OF THE
CONDOMINIUM, INCLUDING DETAILS CONCERNING THE AMOUNT OF THE RESERVE FUND FOR
REPAIR AND REPLACEMENT OF ITS INTENDED USE, OR A STATEMENT THAT THERE IS NO
RESERVE FUND;

(7) A STATEMENT OF ANY JUDGMENTS AGAINST
THE CONDOMINIUM AND THE EXISTENCE OF ANY PENDING SUITS TO WHICH THE COUNCIL
OF UNIT OWNERS IS A PARTY;

(8) A STATEMENT GENERALLY DESCRIBING ANY
INSURANCE POLICIES PROVIDED FOR THE BENEFIT OF THE UNIT OWNERS, A NOTICE THAT
THE POLICIES ARE AVAILABLE FOR INSPECTION STATING THE LOCATION AT WHICH THEY
ARE AVAILABLE, AND A NOTICE THAT THE TERMS OF THE POLICY PREVAIL OVER THE
GENERAL DESCRIPTION;

(9) A STATEMENT AS TO WHETHER THE COUNCIL OF UNIT
OWNERS HAS KNOWLEDGE THAT ANY ALTERATION OR IMPROVEMENT TO THE UNIT OR TO THE
LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT VIOLATES ANY PROVISION OF THE
DECLARATION, BYLAWS, OR RULES OR REGULATIONS;

(11) A STATEMENT OF THE REMAINING TERM OF ANY
LEASEHOLD ESTATE AFFECTING THE CONDOMINIUM AND THE PROVISIONS GOVERNING ANY
EXTENSION OR RENEWAL OF IT; AND

(12) A DESCRIPTION OF ANY RECREATIONAL OR OTHER
FACILITIES WHICH ARE TO BF USED BY THE UNIT OWNERS OR MAINTAINED BY THEM OR THE
COUNCIL OF UNIT OWNERS, AND A STATEMENT AS TO WHETHER OR NOT THEY ARE TO BE A
PART OF THE COMMON ELEMENTS; AND

(V) A STATEMENT BY THE UNIT OWNER AS TO WHETHER THF UNIT
OWNER HAS KNOWLEDGE:

(1) THAT ANY ALTERATION TO THE UNIT OR TO THE LIMITED
COMMON ELEMENTS ASSIGNED TO THE UNIT VIOLATES ANY PROVISION OF THE
DECLARATION, BYLAWS, OR RULES AND REGULATIONS;

(2) OF ANY VIOLATION OF THE HEALTH OR BUILDING CODES
WITH RESPECT TO THE UNIT OR THE LIMITED COMMON ELEMENTS ASSIGNED TO THE
UNIT; AND

(3) THAT THE UNIT IS SUBJECT TO AN EXTENDED LEASE
UNDER ss.11-137 OF THE MARYLAND CONDOMINIUM ACT OR UNDER LOCAL LAW, AND IF SO,
A COPY OF THE LEASE MUST BE PROVIDED.

15. DISCLOSURE/DISCLAIMER STATEMENT. Attached hereto as Exhibit C
and incorporated herein by reference is a notice to Buyer advising Buyer of
Buyer's rights

under ss. 10-702 of the Real Property Article of the Annotated Code of
Maryland. Buyer acknowledges receipt of, and has executed, a copy of such
notice. Pursuant to the provisions of ss.10-702 of the Real Property Article
of the Annotated Code of Maryland, Seller has delivered to Buyer the written
residential property disclaimer statement on the form attached hereto as
Exhibit D and incorporated herein by reference.

16. CERTIFICATE OF NON-FOREIGN STATUS. At Closing, Seller shall
provide Buyer with either (i) an certificate of non-foreign status in
substantially the form attached hereto as Exhibit E, stating that Seller is
not a foreign person (as that term is defined in Section 1445 of the Internal
Revenue Code) and providing Seller's tax identification number; or (ii) a
"Qualifying Statement" as such term is defined by Section 1445 of the Internal
Revenue Code.

17. MISCELLANEOUS PROVISIONS.

(a) This Agreement contains the sole, final and entire
agreement between the parties and is intended to be an integration of all prior
and contemporaneous agreements, conditions and undertakings between the
parties. There are no promises, agreements, conditions, undertakings,
warranties or representations, oral or written, express or implied, between the
parties other than as herein set forth.

(b) This Agreement may be amended by and only by an
instrument executed and delivered by Seller and Buyer.

(c) This Agreement and all of the provisions hereof shall be
binding upon and shall inure to the benefit of the parties and their respective
heirs, devisees, legatees, legal representatives, successors and assigns.

(d) This Agreement hall be governed by and construed in
accordance with the laws of the State of Maryland.

(e) All provisions hereof shall survive the Closing Date,
unless otherwise provided herein.

(f) Each of the parties agrees to execute and deliver upon
reasonable demand of the other any document or instrument that such other party
reasonably deems necessary or desirable to evidence or accomplish the rights
herein conferred or to implement or consummate the purposes and intent hereof.

(g) Time is of the essence.

(i) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same document. This Agreement may
be delivered by facsimile transmission of an originally executed copy to be
followed by immediate delivery of the original of such executed copy.

(j) The following exhibits are attached to, and made a part
of, this
Agreement:

A - Permitted Property Exceptions

B - Form of Deed

C - Notice to Buyer - Property Disclosure

D - Property Disclaimer Statement

E - Certificate of Non-Foreign Status

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

WITNESS/ATTEST: SELLER:

(SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇

WITNESS: BUYER:

▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P.

By: ▇▇▇▇▇▇▇▇▇'▇ Wharf Development
Corporation, General Partner

By: (SEAL)
Name:
Title:

EXHIBIT A TO
AGREEMENT OF SALE AND PURCHASE

PERMITTED PROPERTY EXCEPTIONS

SCHEDULE B
EXCEPTIONS FROM COVERAGE
Policy No.

File No.1980348

1 . Taxes payable On an annual basis have been paid through the fiscal year
ending June 30, 1999, and other public charges (including assessments by any
County, Municipality, Metropolitan District or Commission) payable on an
annual basis have been paid through the year ending December 31, 1998. This
policy does not insure against the balance of any public charges including
assessments by any County, Municipality, Metropolitan District or
Commission)payable on an annual basis subsequent to the year ending December
31, 1998. Nor does this policy insure against possible future tax levies, nor
against possible public charges as defined above that have not been levied or
assessed, which future taxes, charges and assessments are not now due and
payable.

3. Declaration of The Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a condominium,
by ▇▇▇▇▇▇ Capital Group dated August 30, 1988 and recorded among the Land
Records of BaltimoreCity in Liber SEB no. 1821, folio 20, as amended by the
following:
a) Amendment to Declaration dated April 3, 1989 and recorded among the
aforesaid Land Records in Liber SEB No. 2081, folio 329;
b) Second Amendment to Declaration dated July 31, 1990 and
recorded among the aforesaid Land Records in Liber SEB
No. 2563, folio 230; and
c) Third Amendment to Declaration dated December 14, 1992 and recorded
among the aforesaid Land Records in Liber SEB No. 3578, folio 030.

4. Amended and Restated ▇▇▇▇▇▇▇▇▇'▇ Wharf Disposition Agreement dated October
10, 1984 and recorded among the Land Records of Baltimore City in Liber SEB No.
335, folio 062, as amended by First Amendment to Amended and Restated
▇▇▇▇▇▇▇▇▇'▇ Wharf Disposition agreement dated July 31, 1990 and recorded among
he aforesaid Land Records in Liber SEB No. 2563, folio 264.

CONTINUATION OF SCHEDULE B PART I
File No. 1951576

5. Building Perimeter Easement and Connecting Easement established by
Pedestrian Promenade Easement Agreement dated October 19, 1984 and recorded
among the Land Records of Baltimore City in Liber SEB no. 335, folio 204, by
and between ▇▇▇▇▇▇ Capital Group and Mayor and City Council of Baltimore, as
amended by the following:
a) Amendment of Pedestrian Promenade Easement Agreement dated April 6,
1987 and recorded among the aforesaid Land Records in Liber SEB No.
1308, folio 589; and
b) Second Amendment t o Pedestrian Promenade Easement Agreement dated
July 31, 1990 and recorded among the aforesaid Land Records in
Liber SEB No. 2563, folio 241;

6. Easement to the benefit of the Marina Owner over the Building Perimeter
Easement and Commercial Courtyard Area, as established by Reciprocal
Easement Agreement dated August 31, 1988 and recorded among the Land
Records of Baltimore City in Liber SEB No. 1824, folio 162, by and
between ▇▇▇▇▇▇ Capital Group and The Council of Unit Owners of The
Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a Condominium, Incorporated, as
amended by:
(a) Amended to Reciprocal Easement Agreement dated July 31, 1990 and
recorded
among the aforesaid Land Records in Liber SEB No. 2822, folio
477; and
(b) Second Amendment to Reciprocal Easement Agreement dated February 27,
1996 and recorded among the aforesaid Land Records in Liber SEB 5395,
folio 91.

7. Terms, conditions, easements, restrictions and other criteria as shown on
the Plats entitled "The Residences at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a Condominium", as
follows:
(a) Sheets 1 of 11 through 11 of 11 dated August, 1988 and recorded as
Condominium Plat SEB No. 232; and
(b) Sheets 1 of 11 through 11 of 11 dated September, 1988 and revised
December 14, 1992 and recorded as Condominium Plat SEB No. 298.

EXHIBIT B TO
AGREEMENT OF SALE AND PURCHASE

DEED

THIS DEED ("Deed") is made on this day of 1 1998,
from
▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Grantor") to ▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P., a Delaware
limited partnership ("Grantee").

The Grantor for a consideration of One Hundred Ten Thousand Dollars
($110,000.00) grants, conveys and assigns to the Grantee, its successors and
assigns, in fee simple, the real property located in Baltimore City, Maryland,
and described as follows:

Condominium Unit No. 402 ("Unit") and Parking Unit No. P-61
("Parking Unit") in THE RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇ WHARF, A
CONDOMINIUM ("Condominium"), a condominium established under the provisions
of Title I I of the Real Property Article of the Annotated Code of Maryland
(1988 Replacement Volume as amended) by the operation and effect of a
Declaration dated August 30, 1988, and recorded among the Land Records of
Baltimore City (the "Land Records") at Liber S.E.B. No. 1821, page 20, et.
seq., made by ▇▇▇▇▇▇ Capital Group (hereinafter together wit', any amendments
thereto, referred to as the "Declaration"), all as the Unit, the Parking Unit
and the Condominium are defined in the Declaration and are shown on those
certain plats entitled "Condominium Plat, The Residences and Ian at
▇▇▇▇▇▇▇▇▇'▇ Wharf, a Condominium," dated August, 1988, and recorded among the
Plat Records of Baltimore City at Condominium Plat Record Book S.E.B. No.
232, Sheets I through 11. as amended (all of which plats, together with any
supplements thereto, are hereinafter referred to collectively as the
"Condominium Plats").

The improvements thereon being known as ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇. ▇▇▇,
along with Parking Unit No. P-61 are hereinafter referred to as the
"Property"; and

Being the same property described in a Deed from ▇▇▇▇▇▇ Capital
Group to Grantor dated September 6, 1988 and recorded among the Land Records in
Liber 1856, folio 239.

TOGETHER WITH all improvements contained in the Property, and all
appurtenances and advantages thereunto pertaining, including an undivided
percentage interest in the common elements, common expenses and common profits
in the condominium regime as set forth in the Declaration, the Bylaws and the
Condominium Plats.

TO HAVE AND TO HOLD the property hereby conveyed to Grantee, its
successors and assigns, in fee simple, forever.

The Grantor hereby covenants that it has not done or suffered to be
done any act. matter or thing whatsoever to encumber the property hereby
conveyed-, that it will warrant specially the property hereby; and that it will
execute such further assurances of the same as may be requisite.

IN WITNESS WHEREOF, the Grantor has executed this Deed under seal
on the date first above written.

WITNESS: GRANTOR:

(SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇

STATE OF MARYLAND
)
) to wit:
COUNTY OF
)

I HEREBY CERTIFY that on this day of -1 1998, before me. the
subscriber, a Notary Public of the State of Maryland, personally appeared
▇▇▇▇▇▇▇ ▇▇▇▇▇. known to me (or satisfactorily proven) to be the person whose
name is subscribed to the within instrument, and he acknowledged that he
executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

Notary Public

My Commission Expires:

CERTIFICATE

THE UNDERSIGNED, AN ATTORNEY ADMITTED TO PRACTICE BEFORE THE
COURT OF APPEALS OF MARYLAND, HEREBY CERTIFIES THAT THE ABOVE INSTRUMENT
WAS PREPARED BY ME OR UNDER MY SUPERVISION.

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Attorney

MR./MS. CLERK: AFTER THIS DEED OF EXCHANGE HAS BEEN RECORDED, PLEASE RETURN
TO:

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Neuberger, Quinn, Gielen, Rubin
& Gibber, P.A.
Commerce Place, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

EXHIBIT C TO
AGREEMENT OF SALE AND PURCHASE

NOTICE TO BUYER-PROPERTY DISCLOSURE

NOTICE TO BUYER OF BUYER'S RIGHT
UNDER MARYLAND'S PROPERTY DISCLOSURE LAW

NOTE: This Notice does not apply to: (1) The initial sale of single family
residential real property; (2) a transfer that is exempt from the transfer tax
under ss. 13-207 of the Tax-Property Article, except land installment contracts
of sale under ss. 13 -207(l 1) of the Tax-Property Article and options to
purchase real property under ss. 13 -207(12) of the Tax-Property Article; (3) a
sale by a lender acquiring the real property by foreclosure or deed in lieu of
foreclosure; (4) a sheriffs sale, tax sale, or sale by foreclosure, partition
or by court appointed trustee; (5) a transfer by a fiduciary in the course of
the administration of a decedent's estate, guardianship, conservatorship, or
trust; or (6) a transfer of single family residential real property to be
converted by the buyer into a use other than residential use or to be
demolished.

SECTION 10-702 OF THE REAL PROPERTY ARTICLE OF THE ANNOTATED CODE OF
MARYLAND ("SECTION 10-702") REQUIRES THAT SELLERS OF SINGLE FAMILY RESIDENTIAL
PROPERTY PROVIDE YOU, THE BUYER, ON OR BEFORE ENTERING INTO A CONTRACT OF SALE,
EITHER:

(A) A WRITTEN PROPERTY CONDITION DISCLOSURE STATEMENT LISTING ALL
DEFECTS OR INFORMATION OF WHICH THE SELLER HAS ACTUAL KNOWLEDGE IN RELATION
TO THE FOLLOWING:

(I) WATER AND SEWER SYSTEMS, INCLUDING THE SOURCE
OF HOUSEHOLD WATER, WATER TREATMENT SYSTEMS, AND
SPRINKLER SYSTEMS;

(II) INSULATION;

(III) STRUCTURAL SYSTEMS, INCLUDING THE ROOF. WALLS.
FLOORS, FOUNDATION, AND ANY BASEMENT;

(IV) PLUMBING, ELECTRICAL. HEATING, AND AIR
CONDITIONING SYSTEMS;

(V) INFESTATION OF WOOD-DESTROYING INSECTS;

(VI) LAND USE MATTERS;

(VII) HAZARDOUS OR REGULATED MATERIALS, INCLUDING
ASBESTOS, LEAD-BASED PAINT, RADON, UNDERGROUND STORAGE
TANKS, AND LICENSED LANDFILLS; AND

(VIII) ANY OTHER MATERIAL DEFECTS KNOWN TO THE
SELLER;OR

(B) A WRITTEN DISCLAIMER STATEMENT PROVIDING THAT:

(I) THE SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES AS TO THE CONDITION OF THE REAL PROPERTY OR
ANY IMPROVEMENTS ON THE REAL PROPERTY; AND

(II) THE BUYER WILL BE RECEIVING THE REAL PROPERTY
"AS IS", WITH ALL DEFECTS THAT MAY EXIST, EXCEPT AS OTHERWISE
PROVIDED IN THE CONTRACT OF SALE.

AT THE TIME THE DISCLOSURE OR DISCLAIMER STATEMENT IS DELIVERED TO YOU,
YOU ARE REQUIRED TO DATE AND SIGN A WRITTEN ACKNOWLEDGEMENT OF RECEIPT, WHICH
SHALL BE INCLUDED IN OR ATTACHED TO THE CONTRACT OF SALE.

YOU ARE HEREBY NOTIFIED THAT, IN CERTAIN CIRCUMSTANCES. YOU HAVE THE
RIGHT TO RESCIND YOUR CONTRACT OF SALE WITH THE SELLER IF THE SELLER FAILS TO
DELIVER TO YOU THE WRITTEN PROPERTY CONDITION DISCLOSURE STATEMENT. SECTION
10-702 PROVIDES THAT A BUYER WHO DOES NOT RECEIVE THE DISCLOSURE STATEMENT ON
OR BEFORE ENTERING INTO THE CONTRACT OF SALE HAS THE UNCONDITIONAL RIGHT, UPON
WRITTEN NOTICE TO THE SELLER OR SELLER'S AGENT:

(I) TO RESCIND THE CONTRACT OF SALE AT ANY TIME BEFORE THE RECEIPT
OF THE DISCLOSURE STATEMENT OR WITHIN 5 DAYS FOLLOWING RECEIPT OF
THE DISCLOSURE STATEMENT; AND

(II) TO THE IMMEDIATE RETURN OF ANY DEPOSITS MADE ON ACCOUNT OF THE
CONTRACT.

IF THE DISCLOSURE STATEMENT IS DELIVERED TO YOU LATER THAN 3) DAYS AFTER THE
SELLER ENTERS INTO A CONTRACT OF SALE WITH YOU. THE CONTRACT IS VOID. YOUR
RIGHT TO RESCIND THE CONTRACT OF SALE UNDER SECTION 10-702 TERMINATES IF NOT
EXERCISED BEFORE MAKING A WRITTEN APPLICATION TO A LENDER FOR A MORTGAGE LOAN,
IF THE LENDER DISCLOSES IN WRITING AT OR BEFORE THE TIME APPLICATION IS MADE
THAT THE RIGHT TO RESCIND TERMINATES ON SUBMISSION OF THE APPLICATION.

YOUR RIGHTS AS A BUYER UNDER SECTION 10-702 MAY NOT BE WAIVED IN
THE CONTRACT OF SALE AND ANY ATTEMPTED WAIVER IS VOID. YOUR RIGHTS

AS THE BUYER TO TERMINATE THE CONTRACT UNDER SECTION 10-702 ARE WAIVED
CONCLUSIVELY IF NOT EXERCISED BEFORE:

(I) CLOSING OR OCCUPANCY BY YOU, WHICHEVER OCCURS
FIRST, IN THE EVENT OF A SALE; OR

(II) OCCUPANCY, IN THE EVENT OF A LEASE WITH OPTION
TO PURCHASE.

THE INFORMATION CONTAINED IN THE PROPERTY CONDITION DISCLOSURE STATEMENT IS THE
REPRESENTATION OF THE SELLER AND NOT THE REPRESENTATION OF THE REAL ESTATE
BROKER OR SALESPERSON, IF ANY. THE SELLER IS NOT REQUIRED TO UNDERTAKE OR
PROVIDE AN INDEPENDENT INVESTIGATION OR INSPECTION OF THE PROPERTY IN ORDER TO
MAKE THE DISCLOSURES REQUIRED BY SECTION 10-702. THE SELLER IS NOT LIABLE FOR
AN ERROR, INACCURACY OR OMISSION IN THE DISCLOSURE STATEMENT IF THE ERROR,
INACCURACY, OR OMISSION WAS BASED UPON INFORMATION THAT WAS NOT WITHIN THE
ACTUAL KNOWLEDGE OF THE SELLER. OR WAS PROVIDED TO THE SELLER BY A THIRD PARTY.

YOU HAVE THE RIGHT TO OBTAIN PROFESSIONAL ADVICE ABOUT THE PROPERTY OR
OBTAIN AN INSPECTION OF THE PROPERTY.

THE UNDERSIGNED BUYER(S) ACKNOWLEDGES RECEIPT OF THIS NOTICE ON
THE DATE INDICATED BELOW.
WITNESS: ▇▇▇▇▇▇▇▇▇'▇ WHARF
BALTIMORE L.P.
By: ▇▇▇▇▇▇▇▇▇'▇ Wharf
Development Corp
General Partner
By:
Name:
Title:
Date:

EXHIBIT D TO
AGREEMENT OF SALE AND PURCHASE

PROPERTY DISCLAIMER STATEMENT

MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

NOTICE TO SELLER AND BUYER

Section ss. 10-702 of the Real Property Article, Annotated Code of Maryland,
requires the owner of certain residential real property to furnish to the BUYER
either (a) a RESIDENTIAL PROPERTY DISCLAIMER STATEMENT stating that the owner
is selling the property "as is" and makes no representations or warranties as
to the condition of the property or any improvements on the real property,
except as otherwise provided in the contract of sale, or (b) a RESIDENTIAL
PROPERTY DISCLOSURE STATEMENT disclosing defects or other information about the
condition of the real property actually known by the owner. Certain transfers
of residential property are excluded from this requirement (see the exemptions
listed below).

MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT

NOTICE TO OWNER(S): Sign this statement only if you elect to sell the property
without representations and warranties as to its condition', except as
otherwise provided in the contract of sale; otherwise, complete and sign the
RESIDENTIAL PROPERTY DISCLOSURE STATFMENT.

Property Address:1000 Fell Street, Condominium Unit No. 402, along
with
Parking Unit No. P-6 1.

Legal Description: Condominium ▇▇▇▇ ▇▇. ▇▇▇ and Parking Unit No. P-61 in THE
RESIDENCES AND INN AT ▇▇▇▇▇▇▇▇▇'▇ WHARF, A CONDOMINIUM, as established
pursuant to a Declaration dated August 30, 1988, and recorded among the Land
Records of Baltimore City (the "Land Records") at Liber S.E.B. No. 1821, page
20, as amended by Amendment to Declaration dated April 3, 1989 and recorded
among the Land Records at Liber S.E.B. No. 2081, folio 329, and as further
amended by Second Amendment to Declaration dated July 31, 1990, and recorded
among the Land Records at Liber S.E.B. No. 2563, folio 230, and as further
amended by Third Amendment to Declaration dated as of December 14, 1992, and
recorded among the Land Records at Liber S.E.B. No. 3578, folio 30 (as
amended, the "Declaration"). and the Bylaws attached thereto (the "Bylaws"),
and as shown on those certain plats entitled "Condominium Plat, The
Residences and Inn at ▇▇▇▇▇▇▇▇▇'▇ Wharf, a Condominium," dated August, 1988,
and recorded among the Plat Records of Baltimore City at Condominium Plat
Record Book S.E.B. No. 232, Sheets I through 11, as amended by condominium
plats dated December 14, 1992, and recorded among the Plat Records of
Baltimore City at Condominium Plat Record Book S.E.B. 298, Sheets I through I
I (as amended, the "Condominium Plats").

The undersigned owner(s) of the real property described above make no
representations or warranties as to the condition of the real property or any
improvements thereon, and the BUYER will be receiving the real property "as
is", with all defects which may exist, except as otherwise provided in the
real estate contract of sale. The owner(s) acknowledge having carefully
examined this statement and further acknowledge that they have been informed
of their rights and obligations under Section ss. 10-702 of the Maryland Real
Property Article.

SELLER: (SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇

Date:

BUYER: ▇▇▇▇▇▇▇▇▇'▇ WHARF BALTIMORE L.P.

By: ▇▇▇▇▇▇▇▇▇'▇ Wharf Development
Corporation, General Partner

Date: By:
Name:
Title:

MARYLAND RESIDENTIAL FROPERTY DISCLOSURE ACT

10-702. Exemptions. - The following are specifically excluded from the
provisions of Section 10-702:

1. The initial sale of single family Residential
Real Property;

2. A transfer that is exempt from the transfer tax under ss. 13 -207 of the
Tax-Property Article, except land installment contracts of sale under
ss.13-207(11) of the Tax-Property Article except hand installment Contracts of
Sale under ss. 1 3-207(l 1) of the Tax Property Article and options to purchase
real property under ss.13-207(12) of the Tax-Property Article;

3. A sale by a lender acquiring the Real Property by foreclosure or deed in
lieu of foreclosure;

4. A sheriffs sale, tax sale, or sale by foreclosure, partition, or by court
appointed trustee;

5. A transfer by a fiduciary in the course of the administration of a
decedent's estate, guardianship, conservatorship, or trust; or

6. A transfer of single family Residential Real Property to be converted by the
Buyer into a use other than residential use or to be demolished.

EXHIBIT E TO
AGREEMENT OF SALE AND PURCHASE

PROPERTY DISCLAIMER STATEMENT

CERTIFICATION OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee
(buyer) of a U.S. real property interest must withhold tax if the transferor
(seller) is a foreign person. To inform the transferee that withholding of tax
is not required upon the undersigned's disposition of a U.S. real property
interest, the undersigned does hereby certify the following:

I . The undersigned is not a nonresident alien for purposes of U.S.
income taxation.

2. The undersigned's U.S. taxpayer identifying
number is

3. The undersigned's address is:

Under penalties of perjury, the undersigned does hereby declare that the
undersigned has examined this certification and, to the best of the
undersigned's knowledge and belief, it is true, correct, and complete.