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                                                                   EXHIBIT 10.27

February 2, 1996


Mr. Richard M. Powell
Vice President
Barnes Morris Pardoe Foster
601 Thirteenth Street, N.W.
Suite 800 North
Washington, D.C.  20005

Dear Rick:

         I am delighted to confirm to you an offer of employment with NHP as
Senior Vice President for Special Projects beginning February 5, 1996.  I have
long been impressed by your talents and your entrepreneurial approach, and I
have no doubt that our relationship will be long and mutually beneficial.

         I am setting forth below the terms and conditions under which you
would be joining NHP.

         1.               Title.  I will recommend to the Board of Directors of
                          NHP, Incorporated ("NHP") that you be elected Senior
                          Vice President of NHP at the next Board of Director's
                          meeting.  You may also become an officer of various
                          subsidiary corporations.

         2.               Duties.  As Senior Vice President, you will report
                          directly to me.  Initially, you will have
                          responsibility for assessing, and, as appropriate,
                          implementing opportunities for NHP with respect to
                          student housing, military housing and public housing
                          privatization.  In addition, you will work with me in
                          pursuit of large-scale acquisitions or merger
                          opportunities which do not necessarily fall within
                          the responsibility levels of our Acquisitions Group.
                          You and I will discuss what other areas, if any,
                          should be within your scope of responsibility.

         3.               Full Time and Best Efforts.  You will devote your
                          full time and attention to the performance of your
                          duties while employed by NHP.  You will also
                          faithfully, industriously and to the best of your
                          ability, experience and talents, perform your duties
                          to NHP and use your best efforts to promote the
                          interests of NHP.  This section, however, would not
                          preclude service, consistent with your
                          responsibilities to NHP, on corporate, civic or
                          charitable boards or committees.

         4.               Location.  Your duties will be performed from NHP's
                          principal place of business on the Washington, DC
                          area.  As you know, we are relocating to Tysons
                          Corner in late April or early May.
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Mr. Richard M. Powell
February 2, 1996
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         5.               Term.  You and NHP agree that our relationship, and
                          your employment by NHP, can be terminated by either
                          you or NHP at any time, subject to the provisions of
                          Section 8.

         6.               Base Compensation.

                          a)      You will receive an annual salary of $180,000
                                  payable in accordance with NHP procedures.
                                  Moreover, you will be eligible to receive a
                                  bonus of up to 30% of your base salary.  Such
                                  bonus is determined at my discretion, subject
                                  to the approval of our Board, and payable
                                  after the end of our fiscal year.

                          b)      NHP shall deduct from the compensation
                                  payable to you all federal, state and local
                                  income tax, social security, and other
                                  withholdings as may be required by law.

         7.               Stock Option.  You shall be entitled to participate
                          in the NHP stock option program, as options may be
                          granted from time to time at the discretion of the
                          Board of Directors of NHP, Inc.  Our program includes
                          a 20% vesting per year and an exercise price based on
                          current value.  You will initially receive options
                          for 60,000 shares at such price as may be appropriate
                          at the time of Board action.

         8.               Severance.

                          a)      You are leaving an established business
                                  position in order to join NHP when it is
                                  considering a variety of strategic options.
                                  In order to protect you against unforeseen
                                  circumstances, you will receive the
                                  compensation set forth in subsection (b) in
                                  the event that:

                                  (1)      Your employment is terminated by NHP
                                  for any reason (other than cause) on or
                                  before December 31, 1997, or
                                  
                                  (2)      All or substantially all of the
                                  assets, or 50% or more of the shares of stock
                                  of NHP Incorporated are acquired in a hostile
                                  takeover at any time in the future.
                                  
                          b)      In the event of the occurrence of any one or
                                  more of the events specified in subsection
                                  (a) and you resign, are terminated or for any
                                  reason are no longer an employee of NHP
                                  within six months after the occurrence of the
                                  event specified in subsection (a), you shall
                                  promptly be paid an amount equal to your then
                                  annual base salary, plus the amount of the
                                  bonus paid to you with respect to the most
                                  recent fiscal year of NHP; provided, however,
                                  that in the event such bonus payment was less
                                  than 20% of your
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Mr. Richard M. Powell
February 2, 1996
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                                  salary, then such minimum amount payable to
                                  you shall be 20% of such salary.

                          c)      In the event that compensation is payable
                                  pursuant to subsection (b), options shall be
                                  treated in accordance with the NHP option
                                  plan, a copy of which is attached hereto.

         9.               Other.  I understand that you are presently working
                          on several transactions (not involving NHP) which
                          will close in the near future and for which you may
                          be entitled to commissions.  I further understand
                          that you have been acting as an agent for
                          transactions which may allow NHP either to acquire or
                          to dispose of the properties described below.  If
                          these transactions close, you may also be entitled to
                          certain commissions from either the buyer or the
                          seller.

<TABLE>
<CAPTION>
      NHP Dispositions
      <S>                                       <C>
              Property                                   Buyer
              --------                                   -----

              Seven Corners                     Paulette Sengerne
              Corporate Center

              Grosvenor House                            ING Real Estate

              Elm Creek                                  ING Real Estate

      NHP Acquisitions

              Property                                   Seller
              --------                                   ------

              Shadyside, West Deer Park                  Stephen A. Goldberg

              Briarwood, Countryside                     Stephen A. Goldberg

              Hamilton House, Casa Del Mar               Stephen A. Goldberg

              DLJ REMIC Portfolio               Stephen A. Goldberg

              Scott Ross Portfolio              Scott Ross
</TABLE>

                 NHP has no objection to your receiving commissions on any of
these transactions.
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Mr. Richard M. Powell
February 2, 1996
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         10.              Fringe Benefits.  You will be entitled to participate
                          in such fringe benefit programs as NHP may from time
                          to time make available to executive employees, now
                          including the following:

                                  a. Group Medical/Dental Insurance/Vision Care
                                  b. Group Life Insurance (2 times W-2
                                     earnings)
                                  c. Long-term Disability Insurance
                                  d. Accidental Death and Dismemberment
                                     Insurance
                                  e. 401 (K) Plan (after one year)
                                  f. Executive Physical Examination Program
                                  g. Four weeks vacation
                                  h. Relocation benefits under the Corporation
                                     Moving Policy
                                  i. Reimbursement of dues for one business
                                     club

                 If you agree that this letter reflects our understanding,
please sign in the space below.

Sincerely yours,



J. Roderick Heller, III
Chairman and Chief Executive Officer
NHP Incorporated

AGREED:


------------------------
Richard M. Powell