If it weren't for old age and changing times, the 165-year old guest house on this point of land in Chesapeake Bay might remain in the Kemp family for another seven generations. But Mildred Kemp is nearly 90, the family budget is stretched, and the heirs of 19th century shipbuilder Thomas Kemp can no longer shoulder the burden of the old place that belongs to another, more genteel era.

"It's not a hotel. It's a guest house," says Mildred Kemp, who runs it.

"A lot of my guests like to come to a place sort of old-fashioned, not up to date." There's no air conditioning, room phone or television here.

In the years before the Bay Bridge was built to carry city dwellers to the ocean, ferries and steamboats brought visitors to resorts and guest houses that dotted the Eastern Shore. The people came to locales from Tolchester Beach on south along the bay. Wades Point is said to be the last of the old-fashioned guest houses on the bay still owned by natives of the Eastern Shore.

Tradition has its price: The Kemp family is asking $500,000 for the place, 110 tillable acres leased and planted in feed corn, plus other manicured acres around the main house and several smaller cottages and outbuildings. There is a sales contract on the place, with settlement scheduled for the fall.

Wades Point must be sold to pay the $1,600-a-month nursing home bills for Mildred Kemp's 85-year-old sister-in-law Eleanor Kemp Mowbray who has. So Mildred Kemp is preparing for early retirement.

In her 90th year, Mildred Kemp has a firm grip, a sharp mind and a saucy laugh.

She is selling and moving to another house a few miles away, she says at first, because the "red tape" has grown too great. But, were it not for the nursing home bills, she might keep going a while, with the weekend assistance of her daughter and son-in-law, Jane and Dave Christianson of Wilmington.

Mildred Kemp married into Wades Point. The year was 1920. She's been here ever since. "I can't help but miss this place, I've been here so long," she said, "but I won't miss the work, the red tape."

The sale of Wades Point means more than the retirement of one rather extraordinary person. It is the end of an era.

Over the years, Wades Point survived a British invasion, an oil refinery threat and an angry sea that has unmercifully chopped back the banks by hundreds of acres, wresting an apple orchard, tennis courts and chicken coops from the land. The original grant in 1657 was to Zachary Wade, who never lived here. During the Revolution, it belonged to John Leeds, an astronomer with Tory leanings who had earlier helped survey the Mason-Dixon line. Later, its owner was Col. Hugh Auld, Jr., who helped turn back the British in the War of 1812.

The English invaders nonetheless landed 1,800 troops here and riddled the house with bullets. Thomas Kemp, a shipbuilder in Baltimore who returned to the Eastern Shore to conduct his business at St. Michael's, then acquired Wades Point. He tore down the old house and built a new one in 1818. By the chimney, he built a small room from which to watch his clipper ships and schooners sail up and down the Chesapeake Bay.

His progeny farmed the land at the point. One, J.O. Kemp, married Kate Lee Ingman of Frederick, reportedly a niece of Barbara Fritchie, the famed Union patriot. By 1885, so many relatives and friends were summering here, the Kemps decided to charge them. In 1898, a three-story rear wing was added with a large dining room and 19 bedrooms upstairs. At times, there were more than 100 guests who were served meals in three shifts.

Until shortly before her death in 1946, Kate Kemp ran the guest house, while her son Earle, a quiet man who wore a tie while he plowed, tended to the farming that made Wades Point virtually self-sufficient.

Visitors to Wade's Point weren't the masses that converged on Tolchester, but there were few celebrities. They included some nobility whose names long ago faded into obscurity. By and large, the guests were business and professional people, monied but not millionaires. Most were from Washington, some from Baltimore. Couples met, courted and married here.

They held dances in "the Casino," a screened-in building on the drive. They tossed horseshoes nearby. They sailed small boats moored in "the Drain," a tiny inlet. They drank, too, but only in "the Roost," a converted bachelor residence and pump house.

A Wades Point launch picked up guests at the ferry landing in nearby Claiborne, across the cove on Eastern Bay.

For years, the choir of St. John's Church on Lafayette Square held an annual picnic here. Since the late '40s, a group calling itself "the Combine," has converged on the point for one glorious weekend of fishing in September (although the abundant rockfish which once drew them here are gone). Later in the fall, the hunters came, to lie in the cornfields and shoot at the geese and ducks, an Eastern Shore tradition centuries old.

For years too, black men and women have worked at Wades Point first as slaves, then as free men and women, cooking, cleaning, waiting on tables, tending the garden and the farm. Some came to Wades Point as servants of guests. "I spent every summer there with my children and black housekeeper," said Grace Bulloch, of Washington, a Wades Point regular since 1921.

While salaries at Wades Point, as elsewhere on the Eastern Shore, were generally low, the Kemps were widely regarded as kind and generous in other ways. Sometimes, they provided food to their help, or lent them money. In one case, the mistress of the house cared for a dying cook, tenderly lifting and turning her. A black farmhand is credited with saving the life of D. Earle Kemp (Mildred's husband, who died in 1969) when he was gored by a bull in 1925. "It was a nice place to work after all was said and done," said Sylvester Adams, the farmhand's 76-year old grandson.

The Quaker Kemps (who later became Episcopalian) owned nine slaves when they bought the place, but at least one Kemp later freed some blacks in his will. In the Civil War, a W.J. Kemp served in the Union navy blockading the Confederate coast of Florida. After the war, newly freed blacks worked at Wades Point.

For a long time the black workers lived in a separate building, set to one side of the main house which is also used, now as then, for laundry. Employes say they enjoy a warm relationship with their employer.

"It's just been a joy working here," said Loretta Brittingham, 37, who started working here as a teen-ager and whose mother and daughter also work at Wades Point. "We're just like a family."

After Wades Point became a resort, relatives and friends of family were, by and large, the paying customers. The resort did no advertising. An undated brochure found in the Talbot County library in Easton described Wades Point as "a family resort catering to a refined clientele of Gentiles only."

Relatives confirmed the existence of such policies, but said Elaine Naper, a niece of Mildred Kemp, "it was violated up and down the line," as family members and other regular guests brought non-Gentile friends to Wades Point.

Time at Wades Point was a cherished experience, fun but formal. Women wore long dresses. Men wore jackets and ties to meals. Guests rarely addressed each other by their first names. "One thing hasn't changed," said Mildred Kemp. "I won't let a man and a girl (unmarried) come here and room together. I'm that prudish. They try." Much but not all of the formality went out with World War II.

At waking time and before each meal, an employe rings an old brass bell from the front lawn. Guests are assigned dining room seats for the duration of their stay. In back, there is a wooden table where generations of employes have cleaned fish. No liquor is allowed in the main house, not even wine at dinner. Guests still drink only at "the Roost," and only then at appointed times.

"What I like about this place is there's a proper place to do everything," said Gerine Bird, a recent visitor from Washington.

In the dining room with its porcelain Frigidaire still working, on the front porch, in the Roost, on the lawn, guests grappled with national and international issues, joked and laughed and reminisced. Also present was Hoff Mandel, 4, the seventh generation in the Kemp family to stay at the point. "I like the bunny rabbits and the deer," he said.

"I think of things, like my grandson (Hoff) here and all of us introduced one by one to playing, crabbing, fishing and swimming by the bay," said Elaine Naper, who now lives in Falls Church, "and how sad it is we have to be the ones to cut off this opportunity for future generations . . .

"I don't sleep well here at night" because of "an overwhelming feeling of profound regret" about having to sell Wades Point, she said. "I've lived all over the world, and I feel exceedingly fortunate to have grown up here and to have roots not available to all people. I never felt like a vagabond . . . "

For Dave Christianson, the Kemp son-in-law whose greatest wish is to be a fulltime artist, the sale of Wades Point has its positive side: "For the first time, I won't be the groundskeeper and maintenance man on weekends and have an opportunity to paint." Currently, he is working on five commissions, from longtime guests who want a watercolor souvenir depicting Wades Point.

As the summer wears on, the Kemp family has been sorting through drawers full of old ledgers and papers, sorting out the past. "We never knew the end was coming," said Anne Roxbrough, of Alexandria, Mildred Kemp's niece who was married in the living room 38 years ago and has spent every summer vacation here since. Her 81-year old mother, Kathryn Kemp Derbyshire, lives nearby.

On Monday, the appraiser came. It was too soon, Mildred Kemp said, to spend time assessing the worth of all the antiques and lesser items accumulated over generations.

She had so many guests to care for this, her last summer at Wades Point. Couldn't he come back in October?

As one family reunion began at Wades Point the other weekend, John and Besty Feiler, the prospective buyers from New York, were on their way to another one, in South Carolina.

They want to continue the guest house tradition, they said, but they know it will be different. "Nobody can fill Mildred's shoes," Betsy Feiler said.

Said Elaine Naper, Mildred Kemp's niece, "Wades Point has its own validity. I wish to see it prosper under any auspices."