EXHIBIT (C)(5)

   IN THE CIRCUIT COURT FOR MONTGOMERY COUNTY, MARYLAND

THREE WINTHROP PROPERTIES, INC.

         Plaintiff
    vs.                                                       Case No. 129192-V

LERNER CORPORATION

        Defandant

                                    ORDER

   The above matter having come before the Court on the Motion of the
Plaintiff Three Winthrop Properties, Inc. for Summary Judgment as to Count I
and it appearing that good cause has been shown, it is by the Court this 14th
day of February, 1995,

   ORDERED that the Motion be and the same is hereby granted, and it is
further,

   ORDERED that the Court declares that Paragraph 14(b) of the Management and
Leasing Agreement is unambiguous and means that Three Winthrop Properties,
Inc. can terminate the agreement as of January 31, 1995, provided it gave
ninety (90) days notice of its intent prior thereto, and it is further,

   ORDERED that the Notice of such intent given to Lerner Corporation October
17, 1994, was adequate and did satisfy that notice requirement, and it is
further,

   ORDERED that the Court expressly determines that there is no just reason
for delay and directs entry of final judgment as to Count I pursuant to Rule
2-602(b).


        /s/ Michael D. Mason
        JUDGE, CIRCUIT COURT FOR
        MONTGOMERY COUNTY, MARYLAND
        Michael D. Mason




    


COPIES TO:

Albert D. Brault, Esq.
Brault, Graham, Scott & Brault
101 S. Washington Street
Rockville, MD 2850

Stephen M. Sacks, Esq.
George E. Covucci, Esq.
Peter G. Neiman, Esq.
Arnold & Porter
1200 New Hampshire Avenue, N.W.
Washington, D.C., 20036

Seth D. Greenstein, Esq.
McDermott, Will & Emery
1850 K Street, N.W., Suite 500
Washington, D.C., 20006

John J. Tumilty, Esq.
Cooley, Manion, Moore & Jones, P.C.
21 Custom House Street
Boston, MA 02110