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                                                                EXHIBIT 10.54

                                HERITAGE RESOURCES, INC.

                                STOCKHOLDERS' AGREEMENT


     THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is made as of the 24th day
of January, 1997, by and among (i) HERITAGE RESOURCES, INC., an Ohio corporation
(the "Corporation"), (ii)  CONVEYOR H.R.I., LTD., an Ohio limited liability
company ("Conveyor"), and (iii) NHP-HG 16, Inc., a Virginia corporation ("NHP")
[Conveyor and NHP being hereinafter sometimes together referred to as the
"Stockholders" and being hereinafter sometimes each individually referred to as
a "Stockholder"].

     WHEREAS, the Corporation has authorized capital stock consisting of seven
hundred fifty (750) shares of Common Stock, with no par value (the "Stock");

     WHEREAS, the Stockholders are the legal and beneficial owners of all of the
issued and outstanding shares of Stock, consisting of one hundred (100) shares
of Stock, as follows:

<TABLE>
<CAPTION>
                                              Number of Shares
          Stockholder                         of Common Stock
          ---------------------               -----------------

          <S>                                 <C>
          Conveyor H.R.I., Ltd.                      99

          NHP-HG 16, Inc.                             1
                                                    ---

          Total                                     100
</TABLE>

     WHEREAS, the membership interests of Conveyor are owned
69-1/2% by David W. Houze ("Houze"), 29-1/2% by Deborah S. Burgy ("Burgy") and
1% by C.E. Investments, Inc., an Ohio corporation;
     WHEREAS, the Corporation is the legal and beneficial owner of (i) all of
the issued and outstanding shares of each of the Medallion Corporations (as
listed on Exhibit A attached hereto), each of which serves as the general
partner of a Project Partnership (as listed on Exhibit A attached hereto), and
(ii) a three percent (3%) member interest in each of the Medallion LLCs (as
listed on Exhibit A attached hereto), each of which serves as the general
partner of a Project Partnership;

     WHEREAS, NHP, Burgy, Houze and certain other parties have entered into an
Acquisition Agreement, dated as of even date herewith (the "Acquisition
Agreement), under which NHP (and/or its affiliates) has purchased, among other
assets, (i) all of the stock of Broad Street Management, Inc., an Ohio
corporation ("Broad Street"), which is the managing agent of the Project
Partnerships, (ii) one (1) share of stock of the Corporation (the

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"NHP Share") and (iii) rights under certain fee agreements relating to the
Project Partnerships;

     WHEREAS, in its capacity as the sole shareholder of the Medallion
Corporations and as a member and sole manager of the Medallion LLCs, the
Corporation has indirect control over the day-to-day activities and operations
of the Project Partnerships;

     WHEREAS, NHP has acquired the NHP Share in order, among other things, to
assure that the rights and benefits conferred to Broad Street under the Property
Management Agreements, Accounting Services Agreements and Facilities Rental
Agreements (as each is defined in the Acquisition Agreement), as amended, and to
NHP (and/or its affiliates) under the Incentive Agreements (as defined in the
Acquisition Agreement), as amended, are, in all cases, fully realized without
interruption or diminution;

     WHEREAS, the parties hereto believe it is in the best interests of the
Corporation and of the Stockholders to make provision for certain rights and
obligations of the Stockholders with respect to the Stock and relating to the
Corporation's control of each of the Medallion Corporations and the Medallion
LLCs; and

     WHEREAS, the parties hereto desire to set forth in writing their
understandings and agreements.

     NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, hereby agree as follows:


                                     ARTICLE 1
                                 VOTING OF SHARES

     1.1   UNANIMOUS VOTE REQUIRED; COVENANTS.  The Corporation and each
Stockholder agrees that any action to be taken by the Corporation, either
directly or through any Medallion Corporation and/or any Medallion LLC, on any
matter listed below shall require the unanimous affirmative vote of all, and not
less than all, of the Stockholders of the Corporation, and, to the extent
applicable, each such matter shall constitute an affirmative or negative
covenant, as the context requires, by the Corporation:

          A.      Management of the Project Partnerships.  Any action, which,
directly or indirectly, relates to the amendment, modification (other than
automatic extensions of the term thereof) or termination of any contract for
services or

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facilities relating to any Project Partnership that provides for gross annual
payments in excess of One Thousand Dollars ($1,000).

          B.      MERGER; CONSOLIDATION; FUNDAMENTAL CHANGE IN ENTITY STRUCTURE.
Any merger or consolidation of the Corporation, any Medallion Corporation, any
Medallion LLC and/or any Project Partnership with or into any other corporation
or other entity, any sale of all or substantially all of the assets of the
Corporation, any Medallion Corporation, any Medallion LLC and/or any Project
Partnership, any share exchange or reverse stock split of the Corporation and/or
any Medallion Corporation, any partial or complete liquidation or dissolution of
the Corporation, any Medallion Corporation, or any Medallion LLC and/or any
Project Partnership or any amendment to the Articles of Incorporation of the
Corporation or any Medallion Corporation, the Articles of Organization or
Operating Agreement of any Medallion LLC and/or the Certificate of Limited
Partnership or Limited Partnership Agreement of any Project Partnership which
could, directly or indirectly, adversely affect any Stockholder.

          C.      WITHDRAWAL OF THE CORPORATION AS MEMBER OR MANAGER OF THE
MEDALLION LLCS.  Any decision by the Corporation to voluntarily resign or
withdraw as the manager or as a member of any of the Medallion LLCs, either
pursuant to the governing documents of any Medallion LLC or under applicable
state law.

          D.      SALE OR OTHER DISPOSITION; CAPITAL TRANSACTIONS.  Any sale,
exchange or other disposition, transfer or conveyance by (i) the Corporation of
any of its legal or beneficial interest in any of the Medallion Corporations or
Medallion LLCs, (ii) any Medallion Corporation or Medallion LLC of any of its
general partner interest in any Project Partnership or (iii) any Project
Partnership or any Project Property, or, prior to expiration of the applicable
HAP Contract, any mark-to-market transaction, refinancing or comparable capital
transaction involving any Project Partnership or Project Property.

          E.      CHANGE IN GENERAL PARTNERS OF PROJECT PARTNERSHIPS.  Any act,
directly or indirectly, to cause (i) the removal or withdrawal of any Medallion
Corporation or Medallion LLC as the sole general partner of any Project
Partnership or (ii) the substitution or addition of any other individual or
entity to serve as a general partner of any Project Partnership.

          F.      CLAIMS AGAINST BROAD STREET OR NHP.  Any assertion by the
Corporation, any Medallion Corporation, any Medallion LLC and/or any Project
Partnership of any claim against Broad Street or NHP (and/or their Affiliates)
under or related to any contract for services described in Section 1.1.A. above,
or any attempt by any of such entities to terminate any such contract unless
attributed to Broad Street's or NHP's (and/or its Affiliates') gross negligence
or willful misconduct.

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          G.      OPERATING BUDGET; EXPENDITURES OF MEDALLION CORPORATIONS,
MEDALLION LLCS AND PROJECT PARTNERSHIPS.  Approval of (i) the annual operating
budget and any changes or amendments thereto for each of the Project
Partnerships and (ii) any actual expenses in excess of budgeted expenses for any
such Project Partnership by an amount greater than ten percent (10%).  If the
Stockholders are unable to unanimously agree on the annual operating budget of
any of the aforementioned entities for any year, each expense line item shall be
increased by three percent (3%) over the prior year's budget for such entity.

          H.      BANK ACCOUNTS; DISBURSEMENTS.  Approval of all disbursements
from any bank account or bank accounts of any of the Project Partnerships,
including, but not limited to, each checking, savings and security deposit
account maintained by or on behalf of each such entity; provided, however, that
no such approval shall be required for disbursements of funds for the payment of
any Fees or Reimbursement Payments or other amounts included in the approved
annual operating budgets.

          I.      TERMINATION OF BROAD STREET AS PROPERTY MANAGEMENT AGENT OF
PROJECT PARTNERSHIPS BY HUD.  In the event Broad Street is terminated by the
United States Department of Housing and Urban Development as the property
management agent of any Project Partnership, any decision or action by the
Corporation to appoint a successor property management agent.  In such case,
each Stockholder shall vote their Stock per the instructions of NHP (and cause
its Affiliates to act in accordance with such instructions) for the appointment
and terms of retention of a substitute property management agent.  NHP will
submit to the other Stockholder for approval prior to designating any substitute
property management agent, such approval not to be unreasonably withheld.

          J.      NO EFFECT ON BROAD STREET.  Nothing contained herein shall be
construed to limit or otherwise affect the continued authority of Broad Street
(and its successors and assigns) under the Property Management Agreements, as
amended by the Fee Agreement Amendments.

          K.      AMENDMENTS TO SECOND AMENDED AND RESTATED FACILITIES RENTAL
AGREEMENTS AND SECOND AMENDED AND RESTATED ACCOUNTING SERVICES AGREEMENTS.  In
the event that Broad Street's aggregate cost of providing services under either
or both of the Second Amended and Restated Facilities Rental Agreements and/or
the Second Amended and Restated Accounting Services Agreements between Broad
Street and each of the Project Partnerships is more than $13.50/unit and
$12.50/unit, respectively, by virtue of the total units under management by
Broad Street being less than 1,900, then each Stockholder shall vote their Stock
per the instructions of NHP in order to amend such agreements to increase such
per unit amounts by such overage.  NHP (acting through its

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Affiliates) will use its commercially reasonable good faith efforts to minimize
such costs to the Project Partnerships.

          L.      STOCKHOLDER MATTERS.  Any other matter submitted to a vote of
the Stockholders with the exception of votes for the election or removal of
directors (except as provided in Section 1.3 below).

     1.2      DISTRIBUTIONS OF NET PROCEEDS FROM PROJECT PARTNERSHIPS.  Each
Stockholder acknowledges that, as to some of the Project Partnerships, the
Incentive Fees payable under the Incentive Agreements may be paid only upon
distribution of "net partnership receipts" by the applicable Project
Partnerships.  Accordingly, in order to ensure prompt and complete payment of
such Incentive Fees to NHP (or its designee), the Stockholders covenant and
agree to cause the Corporation, and the Corporation agrees to act, in its
capacity as the sole stockholder of the Medallion Corporations and as the sole
manager of the Medallion LLCs, to cause the Project Partnerships to distribute
"Net Partnership Receipts", or "Net Cash Receipts", as such terms are defined in
the limited partnership agreements of the Project Partnerships, at the earliest
times and in the maximum amounts as are permitted by the applicable limited
partnership agreements and HUD regulations.

     1.3      REMOVAL OF THE BOARD OF DIRECTORS.

          A.      If for any reason it is asserted by the Corporation or
Conveyor (or their counsel or representative), or otherwise claimed or
determined in any arbitration, administrative or judicial proceeding that the
voting requirements in, or any actions taken by the Stockholders pursuant to,
Section1.1 and Section1.2 hereof are invalid, void, voidable or otherwise
unenforceable, the Stockholders shall call or cause to be called, within one (1)
day following written demand by NHP, a special meeting of the Stockholders (the
"Special Meeting") in accordance with the Code of Regulations of the Corporation
(the "Regulations").

          B.      Notwithstanding anything to the contrary in the Regulations,
at a Special Meeting called pursuant to Section 1.3A or 3.4 hereof, the
Stockholders covenant and agree, one to the other, that they shall waive any
notice requirements for such special meeting and shall vote their shares of
Stock in such manner so as (i) to remove the then existing Board of Directors of
the Corporation and (ii) to cause a new Board of Directors to be appointed and
elected, as herein provided, for the remainder of the unexpired term of each
removed Director.  For purposes of electing a new Board of Directors at the
Special Meeting and electing directors at all special or annual meetings of
Stockholders subsequent to the Special Meeting, the Stockholders further
covenant and agree that at any Special Meeting and at all

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subsequent special or annual meetings, the Stockholders shall vote their shares
of Stock to elect such individuals as NHP may designate, in its sole and
absolute discretion.

     1.4      COMMUNICATION WITH LIMITED PARTNERS OF PROJECT PARTNERSHIPS.  The
Corporation shall not engage in any activity or permit the Medallion
Corporations and Medallion LLCs to engage in any activity which initiates any
communication with the limited partners of any Project Partnership regarding the
substitution, removal or withdrawal of any Medallion Corporation or Medallion
LLC as a general partner of any Project Partnership.  If any communication
regarding the substitution, removal or withdrawal of any Medallion Corporation
or Medallion LLC as a general partner of any Project Partnership is received by
the Corporation or any Medallion Corporation or Medallion LLC from a limited
partner (or their representative), then any response by the Corporation, any
Medallion Corporation or Medallion LLC shall be subject to the prior written
approval of NHP.  This restriction shall in no way limit the following:

               1.     Communication with limited partners that is necessary to
                      comport with any fiduciary or contractual responsibility
                      of any general partner.

               2.     Communication to the limited partners to provide
                      information as required by the applicable Partnership
                      Agreements.

               3.     Response to requests, comments, or questions presented by
                      any limited partner, or any limited partner's
                      representative, as required by the applicable Partnership
                      Agreement or in accordance with past practices.

               4.     Engaging in any other communication with the limited
                      partners that has been approved by NHP, with the proviso
                      that such communication shall be deemed approved by NHP,
                      if no disapproval has been communicated within three (3)
                      business days of NHP's receipt of a request for approval
                      containing a copy of the communication to NHP.

The Corporation shall promptly notify NHP (and, if in writing, provide copies to
NHP) of any communications described in 1-4 above.

     1.5      POST-HAP CONTRACT EXPIRATION TRANSACTIONS.  In the event that,
following the expiration of the HAP Contract for a given Project Partnership,
Conveyor desires to cause such Project Partnership to enter into any sale,
exchange or other disposition, transfer or conveyance of all or any portion of
such Project Partnership's Project Property or any mark-to-market

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transaction, refinancing or comparable capital transaction involving such
Project Partnership and/or its Project Property, then, unless the Fee Agreement
Amendments remain in effect with respect to such Project Partnership (or Broad
Street and NHP enter into substantially identical agreements and arrangements as
reflected in the Fee Agreement Amendments), the Corporation shall not approve
and authorize or cause the applicable Medallion Corporation or Medallion LLC to
approve and authorize any such transaction unless, as a condition precedent
thereto, NHP or its designee receives a binding written commitment from the
Sellers Group to pay a fee to NHP as of the closing on such transaction equal to
one-half (1/2) of the aggregate net proceeds (after payment of related and
customary costs) realized by the Sellers Group or their Affiliates as the result
of such transaction.  The Sellers Group shall provide NHP with copies of all
documents pertaining to such transaction.


                                    ARTICLE 2

                                TRANSFER OF STOCK

     2.1   SCOPE OF AGREEMENT.  This Agreement shall apply to all transfers of
shares of Stock (now owned or hereafter acquired) by the Stockholders, whether
voluntary, involuntary or by operation of law, whether resulting from death,
bankruptcy, insolvency or otherwise.

     2.2   TRANSFER OF SHARES BY STOCKHOLDER.  Subject to Section 2.3 and
Article 3 hereof, Stockholders may sell, exchange, deliver or assign, dispose
of, bequeath or gift, pledge, mortgage, hypothecate or otherwise encumber,
transfer or permit to be transferred, whether voluntarily, involuntarily or by
operation of law (including, without limitation, the laws of bankruptcy,
insolvency, intestacy, descent and distribution and succession), all or any of
the shares of Stock now owned or hereafter acquired by such Stockholder.

     2.3   AGREEMENT BINDING UPON TRANSFEREES.  In the event that, at any time
or from time to time, any shares of Stock are transferred to any party (other
than the Corporation or any Stockholder) pursuant to any provision hereof, the
transferee shall take such shares of Stock pursuant to all provisions,
conditions and covenants of this Agreement, and, as a condition precedent to the
effectiveness of such transfer of such shares of Stock, the transferee shall
agree (for and on behalf of himself, herself or itself, his, her or its legal
representatives and his, her or its transferees and assigns) in writing to be
bound by all provisions of this Agreement as a party hereto and in the capacity
of a Stockholder.  In the event that there shall be any transfer to any person
or entity pursuant to any provision of this Agreement and in compliance with the
provisions of this Section2.3, all

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references herein to the Stockholders or to any Stockholder shall thereafter be
deemed to include such transferee.

     2.4   STOCK TRANSFER RECORD.  The Corporation shall keep a stock transfer
book in which shall be recorded the name and address of each Stockholder.  No
transfer or issuance of any shares of Stock shall be effective or valid unless
and until recorded in such stock transfer book.  The Corporation agrees not to
record any transfer or issuance of shares of Stock in such stock transfer book
unless the transfer or issuance is in strict compliance with all provisions of
this Agreement.  Each Stockholder agrees that, in the event he, she or it
desires to make a transfer within the provisions hereof, he, she or it shall
furnish to the Corporation such evidence of his, her or its compliance with this
Agreement as may be reasonably required by the Board of Directors of, or counsel
for, the Corporation.

     2.5   ENDORSEMENT ON STOCK CERTIFICATES.  Each certificate representing
shares of Stock of the Corporation now or hereafter held by any Stockholder
shall bear any legend or legends required by applicable securities laws and, in
addition thereto, shall bear a statement in substantially the following form:

          The voluntary or involuntary encumbering, transfer or other
disposition (including, without limitation, any disposition pursuant to the laws
of bankruptcy, intestacy, descent and distribution or succession) and the voting
of the shares of stock evidenced by the within Certificate are restricted under
the terms of a Stockholders' Agreement, dated January 24th, 1997, by and between
NHP-HG 16, Inc. and Conveyor H.R.I., Ltd., a copy of which Agreement is on file
at the principal office of the Corporation.  Upon written request of any
Stockholder of the Corporation, the Corporation shall furnish, without charge to
such Stockholder, a copy of such Agreement.

     2.6   AGREEMENTS BY THE CORPORATION.  The Corporation agrees, for and on
behalf of itself and its successors and assigns, that:

          A.      It hereby consents to this Agreement.

          B.      It shall not issue, transfer or reissue any shares of Stock in
violation of the provisions of this Agreement.

          C.      All certificates representing shares of Stock issued by the
Corporation and held by any Stockholder shall bear an endorsement in
substantially the form specified in Section2.5 hereof.

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          D.      It shall abide and perform each and every of its covenants and
obligations hereunder.

     2.7      SPECIFIC PERFORMANCE.  Strict compliance shall be required with
each and every provision of this Agreement and particularly with the procedures
set forth in the provisions of Articles 1, 2, 3 and 4 hereof, it being
understood and agreed that neither Stockholder shall have the right or power to
sell or assign any of its shares of Stock except in strict compliance with the
procedures set forth in the provisions of Articles 2, 3 and 4 hereof.  The
parties hereto agree that the shares of Stock are unique, that failure to
perform the obligations provided by this Agreement shall result in irreparable
damage and that specific performance of their respective obligations under this
Agreement may be obtained by suit in equity.


                                    ARTICLE 3

                             RIGHTS OF FIRST OFFER


     3.1      DEFINITIONS.  The following terms shall have the following
meanings whenever used in this Agreement:

          A.      "Registered Notice" shall mean notice sent by hand delivery
with receipt therefor or by Federal Express or other overnight courier service
and, which is sent pursuant to a Right of First Offer (as provided in Section3.2
hereof), such Registered Notice shall contain such information and terms as
required in Section3.2A hereof.  Any notice which does not contain all such
requisite information shall not be considered a "Registered Notice" for the
purposes of Section3.2 hereof.

         B.      "Offering Stockholder" shall mean and refer to any Stockholder
of the Corporation who offers to sell his, her or its shares of Stock to the
Corporation and/or the Other Stockholder pursuant to Section3.2 hereof.

     3.2      RIGHT OF FIRST OFFER.

          A.      The Corporation shall have a right of first offer to purchase
all (but not less than all) of a Stockholder's shares of Stock.  If any
Stockholder desires to sell such Stockholder's shares of Stock (the "Offered
Stock"), such Offering Stockholder shall send to the Corporation Registered
Notice regarding the availability of the Offered Stock which specifies (i) the
price per share for which the Offering Stockholder intends to offer the Offered
Stock, (ii) the terms on which the Offering Stockholder intends to sell the
Offered Stock and the date upon which the Offered Stock shall be available for
delivery to the Corporation, which date shall not be less than ninety (90) days
following the

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date of the Registered Notice and (iii) any other material condition to
purchasing the Offered Stock.  The Corporation shall have fifteen (15) days
following receipt of the Registered Notice within which to notify the Offering
Stockholder of its intention to purchase all (but not less than all) of the
Offered Stock.

          B.      In the event the Corporation does not exercise its right to
purchase the Offered Stock within the fifteen (15) day time period set forth
above, the Offering Stockholder may proceed to offer the Offered Stock to the
general public, provided that the Offering Stockholder shall not sell the
Offered Stock to the general public at a purchase price less than the purchase
price proposed in the Registered Notice, or on other terms materially less
favorable to the Corporation than those set forth in the Registered Notice,
unless the Offering Stockholder first reoffers such Offered Stock to the
Corporation in the manner described above on such changed terms and conditions;
provided, however, that with respect to a reoffer the Corporation shall have ten
(10) business days following receipt of the revised Registered Notice to
respond.
     3.3      VOTING BY OFFERING STOCKHOLDER.  The Offering Stockholder agrees,
if so requested by the Corporation to vote or cause a vote to be made (as a
stockholder of the Corporation, and, if applicable, as a director of the
Corporation) in favor of the exercise by the Corporation of its option to
purchase all of the Offered Stock pursuant to the provisions of Section3.2
hereof.  In the event that the Corporation's exercise of such option to purchase
such shares of Stock requires an amendment to the Charter or Bylaws of the
Corporation or a reduction of its capital or a reappraisal of its assets and/or
any other corporate action, the Offering Stockholder agrees, if so requested by
the Corporation to vote or cause a vote to be made (as a stockholder of the
Corporation, and, if applicable, as a director of the Corporation) in favor of
any such corporate action as may be legally taken.

     3.4      CHANGE OF CONTROL OF CONVEYOR OR OF CONVEYOR'S STOCK.  In the
event that Houze is not, for any reason, directly or indirectly, the controlling
member of Conveyor or in the event that Conveyor has by proxy or otherwise
assigned its voting rights in its Stock to any other party, then (i) the
Stockholders shall call or cause to be called, within one (1) day following any
such change in control of Conveyor or any such assignment of voting rights of
the Stock by Conveyor, a special meeting of the Stockholders (the "Special
Meeting") and (ii) the provisions of Section 1.3B above shall then apply.

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                                      ARTICLE 4
                              GENERAL PROVISIONS RE PURCHASES

     4.1      DELIVERY OF STOCK AND DOCUMENTS.  Upon the closing of any purchase
of any shares of Stock pursuant to this Agreement, the seller shall deliver to
the purchaser the following:  The certificate or certificates representing the
shares of Stock being sold, duly endorsed for transfer and bearing such
documentary stamps, if any, as are necessary, and such assignments, certificates
of authority, tax releases, consents to transfer, instruments and evidences of
title of the seller and of his compliance with this Agreement as may be
reasonably required by the purchaser (or by counsel for the purchaser).

     4.2      REMEDY FOR FAILURE TO TRANSFER SHARES.  In the event that any
Stockholder shall sell his shares of Stock pursuant to any provision hereof, and
in the further event that such Stockholder is unable to, or for any reason does
not, deliver the certificate or certificates evidencing such shares to the
person who, or entity which, is (or desires) to purchase such shares, in
accordance with the applicable provisions of this Agreement, the purchaser of
such shares may deposit the purchase price for such shares (by good check,
promissory note or both, as the case may be under the applicable provisions of
this Agreement) with any bank doing business within fifty (50) miles of the
Corporation's principal office, or with the Corporation's certified public
accountants, as agent or trustee, or in escrow, for such Stockholder, to be held
by such bank or accountant until withdrawn by such Stockholder.  Upon such
deposit of the purchase price  by the purchaser of such shares and upon notice
to the Stockholder who was required to sell, the shares of Stock of such
Stockholder to be sold pursuant to the applicable provisions of this Agreement
shall at such time be deemed to have been sold, assigned, transferred and
conveyed to such purchaser, such Stockholder shall have no further rights
thereto and the Corporation shall record such transfer in its stock transfer
book.


                                    ARTICLE 5
MISCELLANEOUS

     5.1      NOTICES.  Any and all notices, requests or other communications
hereunder provided for herein shall be given in writing and sent by hand
delivery with receipt therefor or by Federal Express or other overnight courier
service; and such notices shall be addressed:

          (i)     if to the Corporation, to the principal office of the
                  Corporation.

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          (ii)  if to Conveyor, to the address  of such Stockholder as
                reflected in the stock records of the Corporation.

          (iii) if to NHP:

                NHP-HG 16, Inc.
                8065 Leesburg Pike, #400
                Vienna, Virginia  22182
                Attention:  Mr. Douglas A. Ewing,
                            Vice President

                with copies to:

                NHP-HG 16, Inc.
                8065 Leesburg Pike, #400
                Vienna, Virginia  22182
                Attention:  Joel F. Bonder, Esq.,
                            General Counsel

                Tucker, Flyer & Lewis
                1615 L Street, N.W.
                Suite 400
                Washington, D.C. 20036
                Attention:  Michael A. Schlesinger, Esquire

unless notice of a change of address is furnished to all parties in the manner
provided in this Section5.1.  Any notice which is required to be made within a
stated period of time shall be considered timely if delivered or mailed before
midnight of the last day of such period.

     5.2      INVALID OR UNENFORCEABLE PROVISIONS.  The invalidity or
unenforceability of any particular provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision were omitted.

     5.3      BENEFIT AND BURDEN.  This Agreement shall inure to the benefit of,
and shall be binding upon, the parties hereto and their legatees, distributees,
estates, executors, administrators, personal representatives, successors,
designees and assigns, and other legal representatives.

     5.4      GENDER.  The use of any gender herein shall be deemed to be or
include the other genders and the use of the singular herein shall be deemed to
be or include the plural (and vice versa), wherever appropriate.

     5.5      CHANGES; WAIVER.  No change or modification of this Agreement
shall be valid unless the same is in writing and signed by all the parties
hereto.  No waiver of any provision of this

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Agreement shall be valid unless in writing and signed by the person against whom
sought to be enforced.  The failure of any party at any time to insist upon
strict performance of any condition, promise, agreement or understanding set
forth herein shall not be construed as a waiver or relinquishment of the right
to insist upon strict performance of the same or any other condition, promise,
agreement or understanding at a future time.

     5.6      ENTIRE AGREEMENT.  This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations among the
parties hereto with respect to the shares of Stock owned by the Stockholders and
any other matters set forth herein, and, except as set forth in the Acquisition
Agreement and the documents and instruments executed in connection therewith,
there are no promises, agreements, conditions, understandings, warranties or
representations, oral or written, express or implied, among them with respect to
such shares or such other matters except as set forth herein.  Any and all prior
agreements among the parties hereto with respect to the shares of Stock owned by
the Stockholders are hereby revoked.  This Agreement is, and is intended by the
parties to be, an integration of any and all prior agreements or understandings,
oral or written, with respect to the shares of Stock.

     5.7      GOVERNING LAW.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Ohio.

     5.8      HEADINGS.  The headings, subheadings and other captions in this
Agreement are for convenience and reference only and shall not be used in
interpreting, construing or enforcing any of the provisions of this Agreement.

     5.9      TERM OF AGREEMENT.  This Agreement shall be effective as of the
date first hereinabove set forth and shall terminate at such time as either
Stockholder shall sell all of their shares of Stock to the Corporation and/or to
the other Stockholder pursuant to any provision of this Agreement or otherwise.

     5.10      DEFINED TERMS.  Unless specifically defined herein, all
capitalized terms shall have the meanings assigned to them in the Acquisition
Agreement.

                                      -13-

<PAGE> 14

     IN WITNESS WHEREOF, the Corporation and each Stockholder has caused this
Agreement to be executed by its duly authorized officers and its corporate seal
to be affixed hereto, all as of the day and year first above written.

<TABLE>
<CAPTION>
                                           CORPORATION:

                                           HERITAGE RESOURCES, INC., an Ohio
                                           corporation

                                           <S> <C>
                                           By:
                                               -----------------------------
                                               David W. Houze, President
</TABLE>

<TABLE>
<CAPTION>
                                           STOCKHOLDERS:

                                           CONVEYOR H.R.I., LTD., an Ohio
                                             limited liability company

                                           <S> <C>
                                           By: C.E. INVESTMENTS, INC., an Ohio
                                                 corporation, Manager

                                           By:
                                               -----------------------------
                                               David W. Houze, President
</TABLE>

<TABLE>
<CAPTION>
                                           NHP HG-16, Inc. a Virginia
                                           corporation

                                           <S> <C>
                                           By:
                                               -----------------------------
                                               Douglas A. Ewing,
                                               Vice President
</TABLE>

                        [Signatures continued on following page.]

                                      -14-

<PAGE> 15

ACKNOWLEDGEMENT AND AGREEMENT:

     As a material inducement to NHP to enter into the Acquisition Agreement and
the documents and instruments referenced therein, each of the following
entities, being the sole general partner of a Project Partnership, hereby (i)
acknowledges and agrees that it and its Project Partnership are materially
benefited by NHP's execution of the Acquisition Agreement, (ii) acknowledges the
terms and provisions of this Stockholders' Agreement, (iii) agrees to be bound
by the provisions of Sections 1.1 through 1.4 hereof and (iv) agrees not to take
any action in conflict or inconsistent with the provisions of Sections 1.1
through 1.4 hereof.

<TABLE>
<CAPTION>
Medallion-US51, Inc., an Ohio corporation,
     General Partner of United Services Real
     Estate Co. No. 51, an Ohio limited partnership

<S>  <C>
     By:
        ------------------------------
     Name: David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-RU72, Inc., an Ohio corporation,
     General Partner of Rehab Unlimited,
     an Ohio limited partnership

<S>  <C>
     By:
        ------------------------------
     Name: David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-RU74, Inc., an Ohio corporation,
     General Partner of Rehab Unlimited 74,
     an Ohio limited partnership

<S>  <C>
     By:
        ------------------------------
     Name: David W. Houze
     Title: President
</TABLE>

                       [Signatures continued on following page.]

                                      -15-

<PAGE> 16

<TABLE>
<CAPTION>
Medallion-Momentum, Inc., an Ohio corporation,
     General Partner of Momentum 75,
     an Ohio limited partnership

<S>  <C>
     By:
        ------------------------------
     Name: David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-Discovery, Inc., an Ohio corporation,
     General Partner of Discovery 76,
     an Ohio limited partnership

<S>  <C>
     By:
        ------------------------------
     Name: David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-Buckeye, Inc., an Ohio corporation,
     General Partner of Buckeye 77,
     an Ohio limited partnership

<S>  <C>
     By:
        ------------------------------
     Name: David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-Encore, Inc., an Ohio corporation,
     General Partner of Encore,
     an Ohio limited partnership

<S>  <C>
     By:
        ------------------------------
     Name: David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-Metro, Inc., an Ohio corporation,
     General Partner of Metro I,
     an Ohio limited partnership

<S>  <C>
     By:
        ------------------------------
     Name: David W. Houze
     Title: President
</TABLE>


                       [Signatures continued on following page.]

                                      -16-

<PAGE> 17

<TABLE>
<CAPTION>
Medallion-Polaris, Inc., an Ohio corporation,
     General Partner of Polaris,
     an Ohio limited partnership

<S>  <C>
     By:
        ------------------------------
     Name: David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-Citation, Ltd., an Ohio limited
     liability company, General Partner of Citation,
     an Ohio limited partnership

<S>  <C>
     By: Heritage Resources Inc., Mgr.
     Name:
          -----------------------------
     Name: David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-Odyssey, Ltd., an Ohio limited
     liability company, General Partner of Odyssey,
     an Ohio limited partnership

<S>  <C>
     By: Heritage Resources Inc., Mgr.
     Name:
          -----------------------------
     Name: David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-Sandalwood, Ltd., an Ohio limited
     liability company, General Partner of Sandalwood,
     an Ohio limited partnership

<S>  <C>
     By: Heritage Resources Inc., Mgr.
     Name:
          -----------------------------
     Name:  David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-Directions, Ltd., an Ohio limited
     liability company, General Partner of Directions 79,
     a Kentucky limited partnership

<S>  <C>
     By: Heritage Resources Inc., Mgr.
     Name:
          -----------------------------
     Name:  David W. Houze
     Title: President
</TABLE>


                     [Signatures continued on following page.]

                                      -17-

<PAGE> 18

<TABLE>
<CAPTION>
Medallion-Pegasus, Ltd., an Ohio limited
     liability company, General Partner of Pegasus 80,
     a Kentucky limited partnership

<S>  <C>
     By: Heritage Resources Inc., Mgr.
     Name:
          -----------------------------
     Name:  David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-Carrousel, Ltd., an Ohio limited
     liability company, General Partner of Carrousel Properties, a Kentucky
limited partnership

<S>  <C>
     By: Heritage Resources Inc., Mgr.
     Name:
          -----------------------------
     Name:  David W. Houze
     Title: President
</TABLE>

<TABLE>
<CAPTION>
Medallion-AP, Ltd., an Ohio limited
     liability company, General Partner of Augusta Properties,
     a Georgia limited partnership

<S>  <C>
     By: Heritage Resources Inc., Mgr.
     Name:
          -----------------------------
     Name:  David W. Houze
     Title: President
</TABLE>

                           [Signatures continued from previous page.]

                                      -18-

<PAGE> 19

                                        EXHIBIT A

PROJECT PARTNERSHIPS

United Services Real Estate Co. No. 51
Rehab Unlimited
Rehab Unlimited 74
Momentum 75
Discovery 76
Buckeye 77
Encore
Metro I
Polaris
Citation
Odyssey
Sandalwood
Directions 79
Pegasus 80
Carrousel Properties
Augusta Properties

MEDALLION CORPORATIONS (all of which are Ohio corporations)

Medallion-US51, Inc.
Medallion-RU72, Inc.
Medallion-RU74, Inc.
Medallion-Momentum, Inc.
Medallion-Discovery, Inc.
Medallion-Buckeye, Inc.
Medallion-Encore, Inc.
Medallion-Metro, Inc.
Medallion-Polaris, Inc.

MEDALLION LLCS (all of which are Ohio limited liability companies)

Medallion-Citation, Ltd.
Medallion-Odyssey, Ltd.
Medallion-Sandalwood, Ltd.
Medallion-Directions, Ltd.
Medallion-Pegasus, Ltd.
Medallion-Carrousel, Ltd.
Medallion-AP, Ltd.

                                      -19-