Resolution No. 98-3A

Agreement to Amend Annexation Resolution No. 24-88

NOW, THEREFORE, the City, the Developer and the Owners hereby agree as
follows:

1. That the amount of contribution for off-site improvements required
by Resolution No. 24-88 shall be, and hereby is, eliminated.

2. That all of the annual installments of $58,884.25 received by the City,
together with interest, if any earned thereon, shall be reimbursed and paid to the
Developer and the Owners.

3. That, except as modified herein, all other terms and conditions of
Resolution No. 24-88 shall remain unchanged and in full force and effect.

[Pursuant to Sections 1 and 2 of the Charter of the City of Frederick, Frederick
County, as found in the Public Local Laws of Maryland - Compilation of Municipal
Charters (1990 Replacement Edition and 1998 Supplement).

Effective Date May 17, 1998]

Resolution No. 98-4A

Amendment to Resolution No. 97-12

WHEREAS, Resolution No. 97-12 was approved by The Mayor of The City of
Frederick and was passed by the President of the Board of Aldermen on February 20,
1997, to enlarge the corporate boundaries of The City of Frederick ("The City") by
extending the corporate limits of The City and to provide for the annexation of
124.409 acres of land, more or less, on the eastern boundary of The City as described
therein; and

WHEREAS, it is The Mayor and Board of Aldermen's intention to amend one of
the conditions of this annexation to include a provision to defer the imposition of
municipal ad valorem real estate taxes in the event of a moratorium which delays the
availability of City services to the Property

[Pursuant to Sections 1 and 2 of the Charter of the City of Frederick, Frederick
County, as found in the Public Local Laws of Maryland - Compilation of Municipal
Charters (1990 Replacement Edition and 1998 Supplement).

Effective Date May 31, 1998]

Resolution No. 98-5

A RESOLUTION TO AMEND THE CHARTER OF THE CITY OF FREDERICK,
ARTICLE IV, ENTITLED "FINANCIAL DEPARTMENT" BY AMENDING SECTION
29 ENTITLED "DIRECTOR OF FINANCE - APPOINTED", AS THE SAME WAS
ADOPTED APRIL 2, 1981.