EXHIBIT 10.18

              AGREEMENT TO PURCHASE AND SELL PARTNERSHIP INTERESTS


This Agreement To Sell Partnership  Interests (the  "Agreement") is entered into
as of  this  1st day of  October,  1999,  in  Youngstown,  Ohio  by and  between
Austintown Apartments LLC, a limited liability corporation organized and validly
existing  under the laws of the State of Ohio whose primary place of business is
1050 Compass West, Youngstown, Ohio 44515 ("Austintown Apartments"), Liberty LGP
Limited Partnership,  a limited partnership organized and validly existing under
the laws of the Commonwealth of Massachusetts whose primary place of business is
100 Second Avenue, Needham, Massachusetts 02494 ("Liberty LGP"), Liberty Housing
Partners Limited Partnership, a limited partnership organized and existing under
the laws of the Commonwealth of Massachusetts whose primary place of business is
100 Second Avenue, Needham,  Massachusetts 02494 ("Liberty Housing"),  Mr. James
P. Manchi,  an individual  whose primary place of business is 1050 Compass West,
Youngstown,  Ohio 44515 ("Mr.  Manchi"),  and Mr. Robert P. Baker, an individual
whose  primary place of business is 1050 Compass  West,  Youngstown,  Ohio 44515
("Mr. Baker").

Whereas, Austintown Associates Limited Partnership is a limited partnership that
was organized and is validly  existing under the laws of the State of Ohio whose
primary  place  of  business  is  1050  Compass  West,  Youngstown,  Ohio  44515
("Austintown Associates"); and

Whereas,  the local general partner of Austintown  Associates is Mr. Manchi, and
the associate  general partner of Austintown  Associates is Liberty LGP, and the
sole limited partner of Austintown Associates is Liberty Housing; and

Whereas,  the sole  business  of  Austintown  Associates  is the  ownership  and
operation of that certain 200 unit multifamily housing project commonly known as
Compass  West  Apartments,  1050  Compass  West,  Youngstown,  Ohio  44515  (the
"Project"); and

Whereas,  Liberty  Housing  acquired  a  ninety-eight  percent  (98.0%)  limited
partnership interest in Austintown Associates as a limited partner (the "Liberty
Housing  Interest")  and Liberty LGP  acquired a one  percent  (1.0%)  associate
general  partnership  interest in Austintown  Associates  (the "Liberty  Housing
Interest"),  which limited and general  partnership  interests  were acquired in
connection with a re-syndication of the original limited and general partnership
interests of Austintown Associates; and

Whereas, the original limited partners of Austintown Associates were Mr. Manchi,
Mr. Baker, Stanley Charron, J. Wallace Davis, Nissie Grossman, Maurice Grossman,
Evelyn K. Price,  Alvin L. Rosenthal,  Theodore G. Bartholdi,  Patrick K. Parks,
James Wilson, Edward F. Eagan, Robert M. Dale, Joseph T. Travaline,  Lawrence D.
Beaupre,  Alford S.  Lanes,  Noble H.  Turner,  Hugh R.  Jones,  Jr.,  Robert A.
Shapiro,  Clyde A. Newton, Thomas J. Foley, James S. Munro, Jr., Samuel D. Kane,
John  M.  Murphy,   Peter   Nessen,   Robert  L.  Nessen  and  Carl  E.  Heilman
(collectively, the "Original Limited Partners"); and

Whereas,  a portion of the purchase  price of the Liberty  Housing  Interest was
paid by Liberty  Housing  executing  and  delivering  to each  Original  Limited
Partner a non-recourse  promissory note  (collectively,  the "Original  Purchase
Notes" and individually, the "Original Purchase Note"); and

Whereas,  Liberty  Housing secured  repayment of the Original  Purchase Notes by
executing and  delivering to each Original  Limited  Partner a pledge  agreement
(collectively,  the "Pledge  Agreements"),  which  Pledge  Agreements  granted a
security  interest to each Original  Limited Partner in an undivided  portion of
the Liberty Housing Interest; and

Whereas, Austintown Apartments is desirous of purchasing from Liberty LGP all of
the following,  to wit: a) the Liberty LGP Interest; and b) all right, title and
interest that Liberty LGP has had, currently has, and may have in

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the future, in and to Austintown Associates,  including,  without limitation all
right,  title and interest in and to any and all real,  personal and  intangible
property rights and interests of, in and to Austintown Associates, and excluding
only  payment of the  prorated  management  fee  pursuant to the  provisions  of
paragraph 4 of this Agreement  (collectively,  the "Liberty LGP Related Property
Interests"); and

Whereas, Liberty LGP is desirous of selling its Liberty LGP Interest and Related
Property Interests to Austintown Apartments; and

Whereas Austintown Apartments is desirous of purchasing from Liberty Housing all
of the following,  to wit: a) the Liberty  Housing  Interest;  and b) all right,
title and interest that Liberty Housing has had,  currently has, and may have in
the future, in and to Austintown Associates,  including, without limitation, all
right,  title and interest in and to any and all real,  personal and  intangible
property rights and interests of, in and to Ausintown Associates  (collectively,
the Liberty Housing Related Property Interests"); and

Whereas, Liberty Housing is desirous of selling its Liberty Housing Interest and
Liberty Housing Related Property Interests to Austintown Associates; and

Therefore,  in  consideration  of the mutual  covenants and agreements set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which  consideration  is  acknowledged  by all the parties,  Mr.
Manchi,  Mr.  Baker,  Austintown  Apartments,  Liberty LGP and  Liberty  Housing
mutually covenant and agree as follows:

1. Sale and Purchase of Liberty LGP  Interest  and Liberty LGP Related  Property
Interests.

Subject to the terms and conditions set forth herein, Liberty LGP agrees to sell
to Austintown  Apartments,  and  Austintown  Apartments  agrees to purchase from
Liberty, the Liberty LGP Interest and Liberty LGP Related Property Interests.

2. Sale and Purchase of Liberty  Housing  Interest and Liberty  Housing  Related
Property Interests.

Subject to the terms and conditions set forth herein,  Liberty Housing agrees to
sell to Austintown Apartments, and Austintown Apartments agrees to purchase from
Liberty  Housing,  the Liberty Housing  Interest and the Liberty Housing Related
Property Interests.

3. Purchase Price.

The total  purchase  price (the  "Purchase  Price") of the Liberty LGP Interest,
Liberty LGP Related  Property  Interests,  Liberty Housing  Interest and Liberty
Housing Related Property Interests being acquired by Austintown  Associates from
Liberty LGP and Liberty Housing pursuant to paragraphs 1 and 2 of this Agreement
is  the  sum  of  the  following:   a)  Two  Hundred  Fifty   Thousand   Dollars
($250,000.00);  b) cancellation of the Original  Purchase Note dated October 30,
1984,  and drawn  payable to the order of Mr.  Manchi in the original  principal
amount of Four Hundred  Thousand  Dollars  ($400,000.00)  (the "Manchi  Original
Purchase Note"); and c) cancellation of the Original Purchase Note dated October
30, 1984, and drawn payable to the order of Mr. Baker in the original  principal
amount of Four  Hundred  Thousand  Dollars  ($400,000.00)  (the "Baker  Original
Purchase  Note").  The  Purchase  Price  shall  be paid in  accordance  with the
provisions set forth in paragraph 4 of this Agreement.  The parties  acknowledge
that this Agreement does not allocate the Purchase Price between Liberty LGP and
Liberty  Housing.  The parties agree that the purchase  price shall be allocated
between  Liberty LGP and Liberty  Housing at the sole  discretion of Liberty LGP
and Liberty Housing.

The Purchase Price shall be paid and deposited with the Limited Escrow Agent (as
hereinafter  defined) on or before the Deposit Date (as hereinafter  defined) in
the following manner, to wit:

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     3.1  On or before one business day prior to the Deposit  Date,  Mr.  Manchi
          and Mr. Baker,  shall make the following  contributions to the capital
          of Austintown Apartments, to wit: a) cash in the amount of One Hundred
          Twenty Five Thousand  Dollars  ($125,000.00);  b) the Manchi  Original
          Purchase  Note,  which note shall be endorsed by Mr.  Manchi,  without
          recourse, to the order of Austintown Apartments; c) the Baker Original
          Purchase  Note,  which note shall be  endorsed by Mr.  Baker,  without
          recourse, to the order of Austintown  Apartments;  and d) a promissory
          note identical in form and content to the promissory note set forth in
          Exhibit A to this Agreement (the "Manchi-Baker Promissory Note").
     3.2  On or before the Deposit Date,  Austintown  Apartments shall undertake
          the following actions and make the following deposits with the Limited
          Escrow  Agent,  to  wit:  a) pay the sum of One  Hundred  Twenty  Five
          Thousand Dollars  ($125,000.00) to the Limited Escrow Agent; b) cancel
          the Manchi Original  Purchase Note and deliver the same to the Limited
          Escrow Agent;  c) cancel the Baker Original  Purchase Note and deliver
          the same to the Limited Escrow Agent;  and d) endorse the Manchi-Baker
          Promissory  Note,  with  recourse,  to the  order of  Liberty  LGP and
          Liberty Housing and deliver the same to the Limited Escrow Agent.

4. Prorations.

The parties agree that the sale of the Liberty LGP Interest, Liberty LGP Related
Property  Interests,  Liberty  Housing  Interest  and  Liberty  Housing  Related
Property  Interests  shall not be  subject to any  prorations  except the annual
management  fee paid to Liberty LGP,  which  management fee shall be prorated to
the date of Deposit  Date.  Each party  agrees to pay their  legal and all other
out-of-pocket  expenses  associated  with the sale of said  general  and limited
partnership interests.

5.   Conveyance of Liberty LGP Interest,  Liberty LGP Related Property Interest,
     Liberty Housing Interest and Liberty Housing Related Property Interests.

Liberty  LGP shall  convey its  Liberty LGP  Interest  and LGP Related  Property
Interests to  Austintown  Apartments  by a limited  warranty  assignment,  which
assignment  shall be  identical  in form and  content  to the  limited  warranty
assignment  set forth in Exhibit B to this  Agreement  and shall be executed and
delivered  by Liberty LGP to the Limited  Escrow  Agent on or before the Deposit
Date.

Liberty  Housing shall convey its Liberty  Housing  Interest and Liberty Housing
Related  Property  Interests  to  Austintown  Apartments  by a limited  warranty
assignment,  which  assignment  shall be  identical  in form and  content to the
limited warranty  assignment  agreement set forth in Exhibit C to this Agreement
and shall be executed and  delivered by Liberty LGP to the Limited  Escrow Agent
on or before the Deposit Date.

6. Representation and Warranties of Liberty LGP.

Liberty LGP represents and warrants to Austintown Apartments that:

     6.1  Liberty LGP is, and will remain during the term of this  Agreement and
          for  three (3) years  following  the  Deposit  Date,  duly  organized,
          validly  existing and in good standing under the laws and jurisdiction
          of its organization and, to the extent necessary,  duly authorized and
          qualified  to  transact  any and  all  business  contemplated  by this
          Agreement in the jurisdiction where the Project is located; and
     6.2  Liberty LGP  possesses  and shall  continue  to possess all  requisite
          authority,   power,  licenses,   permits,   franchises  and  approvals
          necessary to conduct its  business and to execute,  deliver and comply
          with its obligations under this Agreement; and
     6.3  Subject only to the occurrence of the  conditions  precedent set forth
          in paragraphs 10 and 11 of this Agreement,  the execution and delivery
          of this Agreement and Liberty LGP's performance of and compliance with
          the terms hereof in the manner contemplated by this Agreement will not
          violate its
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          limited   partnership   agreement,   any   instrument   governing  its
          operations,  or any laws which violation could have a material adverse
          effect upon the validity, performance and enforceability of any of the
          terms  of this  Agreement  applicable  to  Liberty  LGP,  and will not
          constitute a default or event which,  with notice or the lapse of time
          or both, would constitute a default, under any contract, agreement, or
          other  instrument  dated on or after  December  27,  1995 and to which
          Liberty LGP is a party and  signatory,  or which may be  applicable to
          any of it assets and of which Liberty LGP has actual knowledge; and
     6.4  This Agreement  constitutes a valid,  legal and binding  obligation of
          Liberty LGP, enforceable in accordance with its terms; and
     6.5  Liberty LGP owns legal and equitable title to the Liberty LGP Interest
          and  Liberty  LGP  Related   Property   Interests  being  conveyed  to
          Austintown  Apartments under the terms of this Agreement,  which legal
          and equitable  title is free and clear of any liens or encumbrances of
          any type or nature; and
     6.6  Liberty  LGP has no  obligation  to sell or  transfer  the Liberty LGP
          Interest  and  Liberty  LGP  Related  Property  Interests,  except  to
          Austintown Apartments as provided in this Agreement; and
     6.7  To the  knowledge  of Liberty  LGP,  there is no  litigation  or other
          claims pending before any court,  administrative or other governmental
          body involving,  or threatened  against,  the Liberty LGP Interest and
          Liberty LGP Related  Property  Interests  being conveyed to Austintown
          Apartments under the terms of this Agreement

7. Liberty Housing represents and warrants to Austintown Apartments that:

     7.1  Liberty  Housing is, and will remain during the term of this Agreement
          and for three (3) years  following the Deposit Date,  duly  organized,
          validly  existing and in good standing under the laws and jurisdiction
          of its organization; and
     7.2  Liberty Housing  possesses and shall continue to possess all requisite
          authority,   power,  licenses,   permits,   franchises  and  approvals
          necessary to conduct its  business and to execute,  deliver and comply
          with its obligations under this Agreement; and
     7.3  Subject only to the occurrence of the  conditions  precedent set forth
          in paragraphs 10 and 11 of this Agreement,  the execution and delivery
          of this Agreement and Liberty Housing's  performance of and compliance
          with the terms  hereof in the manner  contemplated  by this  Agreement
          will not violate its limited  partnership  agreement,  any  instrument
          governing its  operations,  or any laws which  violation  could have a
          material   adverse   effect  upon  the   validity,   performance   and
          enforceability  of any of the terms of this  Agreement  applicable  to
          Liberty  Housing,  and will not  constitute  a default or event which,
          with notice or the lapse of time or both,  would constitute a default,
          under any contract,  agreement,  or other  instrument to which Liberty
          Housing is a party or which may be  applicable to any of it assets and
          of which Liberty Housing has actual knowledge; and
     7.4  This Agreement  constitutes a valid,  legal and binding  obligation of
          Liberty Housing, enforceable in accordance with its terms; and
     7.5  Liberty  Housing owns legal and equitable title to the Liberty Housing
          Interest and Liberty Housing Related Property Interests being conveyed
          to  Austintown  Apartments  under the terms of this  Agreement,  which
          legal  and  equitable  title  is  free  and  clear  of  any  liens  or
          encumbrances  of any type or nature  except for the lien of the Pledge
          Agreements securing the Original Purchase Notes ; and
     7.6  Liberty  Housing has no  obligation  to sell or  transfer  its Liberty
          Housing  Interest  and Liberty  Housing  Related  Property  Interests,
          except to Austintown Apartments as provided in this Agreement; and
     7.7  To the knowledge of Liberty  Housing,  there is no litigation or other
          claims pending before any court,  administrative or other governmental
          body  involving,   or  threatened  against,  the  general  partnership
          interest  being conveyed to Austintown  Apartments  under the terms of
          this Agreement

8.  Austintown  Apartments  represents  and  warrants to Liberty LGP and Liberty
Housing that:

     8.1  Commencing  November  1,  1999,  Austintown  Apartments  will  be duly
          organized,  validly  existing and in good standing  under the laws and
          jurisdiction of its organization, and that at all times after November
          1,
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          1999,  and  throughout  the remaining  term of this Agreement it shall
          remain,  to the extent  necessary,  duly  authorized  and qualified to
          transact any and all business  contemplated  by this  Agreement in the
          jurisdiction where the Project is located; and
     8.2  Austintown  Apartments  possesses  and shall  continue  to possess all
          requisite  authority,   power,  licenses,   permits,   franchises  and
          approvals  necessary to conduct its  business and to execute,  deliver
          and comply with its obligations under this Agreement; and
     8.3  Subject only to the occurrence or waiver of the  conditions  precedent
          set forth in paragraphs 10 and 11 of this Agreement, the execution and
          delivery of this Agreement and Austintown Apartments's  performance of
          and  compliance  with the terms hereof in the manner  contemplated  by
          this  Agreement  will  not  violate  its  articles  of  incorporation,
          by-laws,  any instrument  governing its operations,  or any laws which
          violation  could have a material  adverse  effect  upon the  validity,
          performance and  enforceability  of any of the terms of this Agreement
          applicable to Austintown Apartments, and will not constitute a default
          or event  which,  with  notice  or the  lapse  of time or both,  would
          constitute  a  default,  under  any  contract,   agreement,  or  other
          instrument to which  Austintown  Apartments is a party or which may be
          applicable to any of it assets; and
     8.4  This Agreement  constitutes a valid,  legal and binding  obligation of
          Austintown Apartments, enforceable in accordance with its terms; and
     8.5  Austintown Apartments understands that the interests being conveyed to
          it under the terms of  paragraphs 1 and 2 of this  Agreement  have not
          been  registered or qualified  under the  Securities  Act of 1933 (the
          "1933 Act") or the securities laws of any state,  and that neither all
          nor any part of said  interests  may be  resold  unless  said  sale is
          registered  under the 1933 Act and such  laws or  unless an  exemption
          from registration or qualification is available; and
     8.6  Austintown  Apartments,  by virtue of its ownership and  management by
          Messrs.   Manchi   and   Baker,   considers   itself  a   substantial,
          sophisticated   investor  having  such  knowledge  and  experience  in
          financial and business  matters that it is capable of  evaluating  the
          merits and risks  associated  with acquiring the Liberty LGP Interest,
          Liberty LGP Related Property  Interests,  Liberty Housing Interest and
          Liberty Housing Related Property Interests; and
     8.7  Austintown  Apartments is familiar with and has access to all material
          information  concerning  the  Project,  the past,  current  and future
          operation of the Project; and
     8.8  Austin Incorporated is not acquiring the Liberty LGP Interest, Liberty
          LGP  Related  Property  Interests,  Liberty  Housing  Interest  or the
          Liberty Housing Related Property Interests with a view to distribution
          in violation of the 1933 Act. Neither Austintown Apartments nor anyone
          acting  on its  behalf  has  offered,  transferred,  pledged,  sold or
          otherwise  disposed of the Liberty LGP  Interest,  Liberty LGP Related
          Property  Interests,  Liberty  Housing  Interest  or  Liberty  Housing
          Related  Property  Interests being conveyed to it, any interest in the
          Liberty LGP Interest, Liberty LGP Related Property Interests,  Liberty
          Housing Interest or Liberty Housing Related Property  Interests or any
          other  similar  security to, or solicited any offer to buy or accept a
          transfer,  pledge or other  disposition  of the Liberty LGP  Interest,
          Liberty LGP Related  Property  Interests,  Liberty Housing Interest or
          the Liberty Housing Related  Property  Interests,  any interest in the
          Liberty LGP Interest, Liberty LGP Related Property Interests,  Liberty
          Housing Interest or Liberty Housing Related Property  Interests or any
          other similar  security  from,  or otherwise  approached or negotiated
          with respect to the Liberty LGP Interest, Liberty LGP Related Property
          Interests, Liberty Housing Interests, Liberty Housing Related Property
          Interests,  any  interest  in the Liberty  LGP  Interest,  Liberty LGP
          Related  Property  Interests,  Liberty  Housing  Interest  or  Liberty
          Housing Related Property Interests or any other similar security with,
          any person in any manner, or made any general solicitation by means of
          general advertising or in any other manner , or taken any other action
          any of which  would  constitute  a  distribution  of the  Liberty  LGP
          Interest,  Liberty LGP Related  Property  Interests,  Liberty  Housing
          Interest or Liberty Housing Related Property  Interests under the 1933
          Act or which would render the disposition of the Liberty LGP Interest,
          Liberty LGP Related  Property  Interests,  Liberty Housing Interest or
          Liberty Housing Related Property Interests a violation of section 5 of
          the 1933 Act or require  registration  pursuant  thereto,  nor will it
          act, nor has it  authorized  or will  authorize  any person to act, in
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          such manner with  respect to the  Liberty  LGP  Interest,  Liberty LGP
          Related  Property  Interests,  Liberty  Housing  Interest  or  Liberty
          Housing Related Property Interests.

9.       Representation and Warranties of Messrs. Manchi and Baker.

Messrs. Manchi and Baker, individually and jointly, represent to Liberty LGP and
Liberty Housing that:

     9.1  That  they  possess  and  shall  continue  to  possess  all  requisite
          authority  and power  necessary to comply with their  obligations  set
          forth in paragraphs 3.1 and 13 of this Agreement; and
     9.2  Subject to the occurrence of the conditions set forth in paragraphs 10
          and 11 of this Agreement,  the compliance  with their  obligations set
          forth in paragraphs 3.1 and 13 of this Agreement will not constitute a
          default  or event  which,  with  notice  or the lapse of time or both,
          would constitute a default,  under any contract,  agreement,  or other
          instrument  to  which  either  of  them  is a party  or  which  may be
          applicable to any of their assets; and
     9.3  Paragraphs 3.1 and the  applicable  provisions of paragraph 13 of this
          Agreement constitutes a valid, legal and binding obligation of each of
          them,  enforceable  in  accordance  with the  terms  set forth in said
          paragraph.

10. Condition Precedent - Departmental Approval.

The parties  acknowledge  that the  transfer of the  Liberty  LGP  Interest  and
Liberty  Housing  Interest can not be effectuated  without the prior approval of
the  United  States   Department  of  Housing  and  Urban   Development's   (the
"Department").  Immediately upon the execution of this Agreement by all parties,
and upon the parties receipt of all necessary  consents by the Original  Limited
Partners  as  provided  for in  subparagraph  11 of this  Agreement,  Austintown
Apartments,  at its sole  cost and  expense,  shall  prepare  and file  with the
Department's  Cleveland  Area Office all  documents  required by the  Department
regarding  its  approval of the transfer of the Liberty LGP Interest and Liberty
Housing Interest; and Austintown Apartments shall use its best efforts to obtain
the  Department's  approval  concerning the transfer of Liberty LGP Interest and
Liberty  Housing  Interest.  If the  parties  can not  obtain  the  Department's
approval  concerning  the  transfer of either the  Liberty  LGP  Interest or the
Liberty  Housing  Interest  within  six  (6)  months  following  receipt  of all
necessary consents by the Original Limited Partners as provided for in paragraph
11 of this Agreement,  then this Agreement shall  automatically  become null and
void and no party shall have any further rights or duties hereunder.

11. Condition Precedent - Original Limited Partner Approval.

The parties  acknowledge  that the terms and  conditions set forth in the Pledge
Agreements require that the transfer of the Liberty Housing Interest and Liberty
Related  Property  Interests  as  contemplated  by this  Agreement  receive  the
unanimous  consent  of the  Original  Limited  Partners.  Immediately  upon  all
parties'  execution of this  Agreement,  the parties shall fully  cooperate with
each other and use their best  efforts to obtain said  unanimous  consent of the
Original Limited  Partners.  If the parties can not obtain unanimous  consent of
the Original  Limited  Partners to the transfer of the Liberty Housing  Interest
and Liberty Housing Related Property Interests as contemplated by this Agreement
on or before April 1, 2000, then this Agreement shall automatically  become null
and void and no party shall have any further rights or duties hereunder.

12. Escrow Deposit and Disbursement.

     12.1 The  parties  hereby  appoint  Letson,  Griffith,  Woodall,  Lavelle &
          Rosenberg Co., L.P.A., 155 South Park Avenue,  Warren, Ohio, Facsimile
          Number 330-392-5419, E-Mail Number (the "Limited Escrow Agent") as the
          escrow  agent to collect  and  disburse  the  closing  deposits of the
          parties in  accordance  with the terms set forth  herein.  The parties
          acknowledge  that the Limited  Escrow Agent has acted as legal counsel
          for Messrs. Manachi and Baker and Austintown Apartments concerning
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          the purchase of the Liberty LGP Interest, Liberty LGP Related Property
          Interests,  Liberty  Housing  Interest  and  Liberty  Housing  Related
          Property  Interests,  and the  parties  hereby  waive any  conflict of
          interest that may arise because the Limited Escrow Agent acted as such
          legal  counsel  and  is  the  party  responsible  for  collecting  and
          disbursing the deposits of the parties. Messrs. Manchi and Baker shall
          be solely  responsible  for  payment  of all fees  charged  by Letson,
          Griffith,  Lavelle & Rosenberg  Co.,  L.P.A.  in  connection  with its
          duties as Limited  Escrow  Agent.  The parties  agree that the Limited
          Escrow  Agent  shall  have the right to select  any legal  counsel  to
          defend any action  brought  against it by any party to this  Agreement
          concerning any matter related to this Agreement.  The parties, jointly
          and  severally,  agree  to apy all  legal  fees and  related  expenses
          charged by the counsel so selected by the Limited Escrow Agent.
     12.2 The Limited  Escrow  Agent agrees to hold and disburse the deposits of
          all parties in accordance with the terms set forth herein.
     12.3 On or before the fifth  business day following  the  occurrence of the
          condition precedent referred to in paragraph 10 of this Agreement (the
          "Deposit Date") all parties shall make their respective  deposits with
          the Limited Escrow Agent.
     12.4 If the Limited  Escrow Agent shall first have received the deposits of
          all parties on or before the  Deposit  Date,  then the Limited  Escrow
          Agent shall  distribute:  a) to Liberty  LGP and  Liberty  Housing the
          following:  i) the sum of One  Hundred  Twenty Five  Thousand  Dollars
          ($125,000.00);  ii) the cancelled Manchi Original  Purchase Note; iii)
          the cancelled Baker Original  Purchase Note; and iv) the  Manchi-Baker
          Promissory Note; and b) to Austintown  Apartments the limited warranty
          assignment of the Liberty LGP Interest,  Liberty LGP Related  Property
          Interests,  Liberty  Housing  Interest  and  Liberty  Housing  Related
          Property Interests deposited by Liberty LGP and Liberty Housing.
     12.5 If The  Limited  Escrow  Agent has not  received  the  deposit  of all
          parties on or before the Deposit Date,  then the Limited  Escrow Agent
          shall immediately send written notice to all parties  specifying which
          party or  parties  have  failed  to make the  required  deposits  and,
          thereafter,  the  Limited  Escrow  Agent  shall  continue  to hold all
          deposits  until such time as it has received  written  notice from any
          party who has made its required deposit instructing the Limited Escrow
          Agent as to the disposition of said complying party's  deposits.  Upon
          receipt  of said  written  notice,  the  Limited  Escrow  Agent  shall
          immediately  comply  with the  instructions  set forth in the  written
          notice  received by it and,  thereafter,  shall give written notice to
          all other parties to this Agreement as to the action undertaken by the
          Limited Escrow Agent.

13. Release and Covenant Not To Sue.

In  consideration  of the covenants and agreements  set forth herein,  effective
upon the receipt and disbursement of all deposits as set forth in paragraph 12.4
of this Agreement, Liberty LGP and Liberty Housing do hereby release, acquit and
forever discharge Mr. Manchi,  Mr. Baker,  Austintown  Apartments and Austintown
Associates,  their related management company, and all other agents,  attorneys,
affiliates, heirs, executors,  personal representatives,  successors and assigns
of and from any and all charges, claims, demands, damages,  lawsuits, actions or
causes of action, of any kind or description whatsoever,  whether arising out of
tort, contract or otherwise, in law or in equity,  excepting only payment of the
management  fee  proration  pursuant  to  paragraph 4 of this  Agreement,  which
Liberty LGP and Liberty Housing now have, have had or may hereafter have against
Mr. Manchi,  Mr. Baker,  Austintown  Apartments,  Austintown  Associates,  their
related management company, and all other agents, attorneys,  affiliates, heirs,
executors, personal representatives,  successors and assigns, resulting from any
matter  whatsoever  arising in  connection  with the  operation  of the Project,
management of the Project by a related  management  company and any self-dealing
between the related  management  company,  Mr. Manchi,  Mr. Baker and Austintown
Associates,  the distribution or failure to distribute surplus cash or any other
property  of  Austintown  Associates,  including  all past,  present  and future
consequences,  losses,  negotiations,  injuries,  expenses, including reasonable
attorneys' fees, and damages of any kind, nature or description relating thereto
from January 1, 1960, to December 31, 2002.

In  consideration  of the covenants and agreements  set forth herein,  effective
upon the receipt and disbursement of all deposits as set forth in paragraph 12.4
of this  Agreement,  Mr. Manchi,  Mr. Baker and Austintown  Apartments do hereby
release,  acquit and forever  discharge  Liberty LGP and Liberty Housing,  their
agents,  attorneys,  affiliates,
<PAGE>

successors  and  assigns  of and  from  any and all  charges,  claims,  demands,
damages,  lawsuits,  actions  or causes of  action,  of any kind or  description
whatsoever,  whether  arising out of tort,  contract or otherwise,  in law or in
equity,  which Mr.  Manchi,  Mr. Baker or Austintown  Apartments,  their agents,
attorneys,  affiliates, heirs, executors,  personal representatives,  successors
and assigns,  now have,  have had or may hereafter  have against  Liberty LGP or
Liberty Housing, their agents,  attorneys,  affiliates,  successors and assigns,
resulting from any matter whatsoever arising in connection with the operation of
the Project,  management of the Project,  distribution  or failure to distribute
surplus cash or any other  property of the Project,  and  re-syndication  of the
original  limited and general  partnership  interests of Austintown  Associates,
including  all past,  present  and future  consequences,  losses,  negotiations,
injuries,  expenses,  including  reasonable  attorneys' fees, and damages of any
kind,  nature or description  relating thereto from January 1, 1960, to December
31, 2002.

In  consideration  of the covenants and agreements  set forth herein,  effective
upon the receipt and disbursement of all deposits as set forth in paragraph 12.4
of this Agreement, Liberty LGP and Liberty Housing do hereby release, acquit and
forever discharge the accounting firm of Bick-Fredman & Co., Cleveland, Ohio and
Ms. Mary Ann Gehringer,  a partner in said accounting firm, their successors and
assigns, of and from any and all charges,  claims, demands,  damages,  lawsuits,
actions  or causes of action,  of any kind or  description  whatsoever,  whether
arising out of tort, contract or otherwise,  in law or in equity,  which Liberty
LGP and Liberty Housing,  their agents,  attorneys,  affiliates,  successors and
assigns, now have, have had or may hereafter have against Bick-Fredman & Co. and
Ms. Mary Ann Gehringer,  their successors and assigns, resulting from any matter
whatsoever  arising in  connection  with the  preparation  of audited  financial
statements  concerning  the  Project,  including  all past,  present  and future
consequences,  losses,  negotiations,  injuries,  expenses, including reasonable
attorneys' fees, and damages of any kind, nature or description relating thereto
from January 1, 1960, to December 21, 2002.

14. Original Purchase Notes.

The parties  acknowledge that, except for the cancelled Manchi Original Purchase
Note and  Baker  Original  Purchase  Note,  all or a  portion  of the  remaining
Original  Purchase  Notes  may  remain  in  full  force  and  effect  after  the
consummation of the transaction that is the subject of this Agreement,  and that
the Liberty Housing Interest and Liberty Housing Related  Property  Interest are
being acquired by Austintown  Apartments  subject to the Pledge  Agreements that
secure repayment of the Original Purchase Notes. The parties further acknowledge
and agree that the Original Purchase Notes are non-recourse  obligations and the
execution of this Agreement and  performance of the terms thereof by the parties
does not,  and is not  intended  to,  impose any  liability to any holder of any
Original Purchase Note or any third party upon either Austintown Apartments, Mr.
Manchi or Mr.  Baker for the  non-payment  of any  principal,  interest or other
amounts  owing under the terms of the Original  Purchase  Notes.  Subject to the
foregoing limitation of liability,  Austintown Apartments agrees to use its best
efforts to insure the timely  payment of  principal,  interest and other amounts
owing under the terms of the Original Purchase Notes.

15. Miscellaneous.

     15.1 No amendment or  modification  of this Agreement shall be valid unless
          evidenced by an instrument, in writing, signed by all the parties.
     15.2 If any one or more of the covenants, agreements,  provisions, or terms
          of this  Agreement  shall be for any reason  whatsoever  held invalid,
          then such covenants,  agreements,  provisions or terms shall be deemed
          severable  from the  remaining  covenants,  agreements,  provisions or
          terms of this  Agreement  and shall in no way affect the  validity  or
          enforceability of the other provisions of this Agreement.
     15.3 Notices  hereunder shall be in writing,  and may be delivered by hand,
          first class, registered or certified mail, express delivery, facsimile
          or other telecommunication  device capable of confirmation of receipt,
          addressed to the parties at the addresses first set forth above, or at
          such other  address as each party may furnish to the other  parties in
          writing.
     15.4 This Agreement shall be governed by and interpreted in accordance with
          the laws of the State of Ohio.
<PAGE>

     15.5 This Agreement may be executed in counterparts,  each of which when so
          executed and delivered shall be an original, but all of which together
          shall constitute one and the same instrument.
     15.6 All  representations  and warranties set forth in this Agreement shall
          remain in full force and effect  until the fourth  anniversary  of the
          Deposit Date, and thereafter said representations and warranties shall
          become null and void.

In Witness Whereof,  the parties have duly executed and delivered this Agreement
as of the day and year first set forth above.



<PAGE>



                                 SIGNATURE PAGE
                              AUSTINTOWN ASSOCIATES
              AGREEMENT TO PURCHASE AND SELL PARTNERSHIP INTERESTS




/s/ James P. Manchi
James P. Manchi


/s/ Robert P. Baker
Robert P. Baker


Austintown Apartments LLC


By: /s/ Robert P. Baker
     Managing Member


Liberty LGP Limited Partnership

By:  Liberty Housing Corporation, General Partner


By: /s/ Michael A. Stoller
     President
     Liberty Housing Corporation


Liberty Housing Partners Limited Partnership

By:  TNG Properties, Inc, General Partner


By: /s/ Michael A. Stoller
     President
     TNG Properties, Inc.


Letson, Griffith, Woodall, Lavelle & Rosenberg Co., L.P.A.


By:_______________________________
     General Partner






<PAGE>


                                    EXHIBIT A
              AGREEMENT TO PURCHASE AND SELL PARTNERSHIP INTERESTS
                            PURCHASE MONEY NOTE FORM



DATE:  [INSERT DATE OF ESCROW DEPOSIT]

CITY:  YOUNGSTOWN

STATE:  OHIO


1.  BORROWER'S PROMISE TO PAY

For  value  received,  we  promise  to pay the sum of One  Hundred  Twenty  Five
Thousand  Dollars  ($125,000.00)  (this  amount  is  called  "principal"),  plus
interest,  pursuant to section 2 hereof, to the order of the Lender.  The Lender
is  [insert  Austintown  Apartments  LLC].  We  understand  that the  Lender may
transfer this Note. The Lender or anyone who takes this Note by transfer and who
is entitled to receive payments under this Note is called the "Note Holder".

2.  INTEREST

Interest will be charged on unpaid  principal until the full amount of principal
has been paid.  We will pay interest at an annual rate of nine  percent  (9.0%),
which  interest  shall be calculated on the basis of a three hundred  sixty-five
(365) day year.

The interest rate required by this section 2 is the rate we will pay both before
and after any default described in Section 6(B) of this Note.

3.  PAYMENTS

We will make a payment of  principal  and  interest  in the amount of Eighty Six
Thousand Two Hundred and Fifty Dollars ($86,250.00) on [insert first anniversary
date of escrow deposit date],  and we will make a final payment of principal and
interest in the amount of Fifty Four Thousand Five Hundred Dollars  ($54,500.00)
on [insert second anniversary date of escrow deposit date].

Each payment will be applied to interest before principal. If, on [insert second
anniversary  date of escrow deposit  date],  we still owe any amounts under this
Note, we will pay those  amounts in full on that date,  which date is called the
"maturity date".

We will make our payments at 100 Second Avenue, Needham, Massachusetts 02494, or
at a different place if required by the Note Holder.

4.  BORROWER'S RIGHT TO PREPAY

A  payment  of  principal  only  is  known  as a  "Prepayment".  When  we make a
Prepayment, we will tell the Note Holder in writing that we are doing so. We may
make a full  prepayment or partial  prepayments  without  paying any

<PAGE>

prepayment charge. The Note Holder will use all of our prepayments to reduce the
amount  of  principal  that  we owe  under  this  Note.  If we  make  a  partial
prepayment,  there  will be no  changes  in the due date or in the amount of our
first annual  payment unless the Note Holder agrees in writing to those changes.
All  prepayments  shall  be  applied  first  to  accrued  interest  and  then to
principal.

5.  LOAN CHARGES

If a law,  which  applies to this loan and which sets maximum loan  charges,  is
finally  interpreted so that the interest or other loan charges  collected or to
be collected in connection with this loan exceed the permitted limits, then: (I)
any such loan  charge  shall be reduced by the  amount  necessary  to reduce the
charge to the permitted limit; and (II) any sums already collected from us which
exceeded  permitted limits will be refunded to us. The Note Holder may choose to
make this refund by reducing the principal we owe under this Note or by making a
direct payment to us.

6.  BORROWER'S FAILURE TO PAY AS REQUIRED

(A)  Late Charges for Overdue Payments

If the Note Holder has not received the full amount of any annual payment by the
end of fifteen (15)  calendar  days after the date it is due, we will pay a late
charge to the Note Holder. The amount of the charge will be three percent (3.0%)
of our  overdue  payment of  principal  and/or  interest.  We will pay this late
charge promptly but only once on each late payment.

(B)  Default

If I do not pay the full amount of each annual payment on the date it is due, we
will be in default.

(C)  Notice of Default

If we are in default,  the Note Holder may send us a written  notice  telling us
that if we do not pay the overdue  amount by a certain date, the Note Holder may
require us to pay  immediately  the full amount of principal  which has not been
paid and all the interest that we owe on that amount. That date must be at least
thirty  (30) days after the date on which the notice is  delivered  or mailed to
us.

(D)  No Waiver By Note Holder

Even if, at a time when we are in  default,  the Note Holder does not require us
to pay immediately in full as described  above,  the Note Holder will still have
the right to do so if we are in default at a later time.

(E)  Payment of Note Holder's Costs and Expenses

If the Note  Holder has  required  us to pay  immediately  in full as  described
above,  the Note Holder will have the right to be paid back by us for all of its
costs and  expenses  in  enforcing  this Note to the  extent not  prohibited  by
applicable law. Those expenses include, for example, reasonable attorneys' fees.
<PAGE>

7.  GIVING OF NOTICES

Unless applicable law requires a different method, any notice that must be given
to us under this Note will be given by  delivering  it or by mailing it by first
class mail to us at 1050 Compass West, Youngstown, Ohio 44515.

Any notice that must be given to the Note  Holder  under this Note will be given
by mailing it by first class mail to the Note  Holder at the  address  stated in
Section  3(A) above or at a  different  address if we are given a notice of that
different address.

8.  OBLIGATIONS OF PERSONS UNDER THIS NOTE

If more than one person  signs this Note,  each  person is fully and  personally
obligated to keep all of the promises  made in this Note,  including the promise
to pay the full amount owed.  Any person who is a guarantor,  surety or endorser
of this Note is also  obligated  to do these  things.  Any person who takes over
these obligations,  including the obligations of a guarantor, surety or endorser
of this Note,  is also  obligated to keep all of the promises made in this Note.
The Note  Holder may  enforce  its rights  under this Note  against  each person
individually or against all of us together. This means that any one of us may be
required to pay all of the amounts owed under this Note.

9.  WAIVERS

We and any other person who has obligations  under this Note waive the rights of
presentment and notice of dishonor. "Presentment" means the right to require the
Note Holder to demand  payment of amounts due.  "Notice of  Dishonor"  means the
right to require the Note Holder to give notice to other  persons  that  amounts
due have not been paid.

10.      GOVERNING LAW

The Note  Holder and we agree that this Note and the rights and  obligations  of
all the parties  under this Note shall be governed  by and  construed  under the
applicable laws of the State of Ohio.


WITNESS THE HAND(S) AND SEALS(S) OF THE UNDERSIGNED.


--------------------------------------
Borrower,  James P. Manchi


---------------------------------------
Borrower,  Robert P. Baker



<PAGE>


                                    EXHIBIT B
              AGREEMENT TO PURCHASE AND SELL PARTNERSHIP INTERESTS
                                 ASSIGNMENT FORM



This  Assignment is made as of the [insert escrow deposit date],  by Liberty LGP
Limited Partnership,  a limited partnership organized and validly existing under
the laws of the Commonwealth of Massachusetts  whose primary business address is
100 Second Avenue, Needham, Massachusetts 02494 (the "Assignor").

For good and  valuable  consideration,  the  receipt  and  sufficiency  of which
consideration  is acknowledged by the Assignor,  the Assignor does hereby grant,
transfer  and  assign  to  Austintown   Apartments  LLC,  a  limited   liability
corporation  organized  and  existing  under the laws of the State of Ohio whose
primary business address is 1050 Compass West, Youngstown, Ohio 44515 all of the
following  interests,  to wit: a) one hundred percent (100.0%) of the Assignor's
general  partnership  interest  in  and  to  Austintown  Associates,  a  limited
partnership  organized  and  existing  under the laws of the State of Ohio whose
primary place of business is 1050 Compass West, Youngstown,  Ohio; b) all right,
title and interest,  if any, that the Assignor has had,  currently  has, and may
have  in the  future,  in  and  to  Austintown  Associates,  including,  without
limitation  all right,  title and interest in and to any and all real,  personal
and  intangible   property  rights  and  interests  of,  in  and  to  Austintown
Associates.

Wherefore,  the Assignor has caused this Assignment to be executed and delivered
as of the day and year first set forth above.


[SIGNATURE BLOCK]

[NOTARY BLOCK]
<PAGE>




                                    EXHIBIT C
              AGREEMENT TO PURCHASE AND SELL PARTNERSHIP INTERESTS
                                 ASSIGNMENT FORM


This  Assignment  is made as of the [insert  escrow  deposit  date],  by Liberty
Housing  Partners  Limited  Partnership,  a limited  partnership  organized  and
validly  existing  under the laws of the  Commonwealth  of  Massachusetts  whose
primary business address is 100 Second Avenue, Needham, Massachusetts 02494 (the
"Assignor").

For good and  valuable  consideration,  the  receipt  and  sufficiency  of which
consideration  is acknowledged by the Assignor,  the Assignor does hereby grant,
transfer  and  assign  to  Austintown   Apartments  LLC,  a  limited   liability
corporation  organized  and  existing  under the laws of the State of Ohio whose
primary business address is 1050 Compass West, Youngstown, Ohio 44515 all of the
following  interests,  to wit: a) one hundred percent (100.0%) of the Assignor's
limited  partnership  interest  in  and  to  Austintown  Associates,  a  limited
partnership  organized  and  existing  under the laws of the State of Ohio whose
primary place of business is 1050 Compass West, Youngstown,  Ohio; b) all right,
title and interest,  if any, that the Assignor has had,  currently  has, and may
have  in the  future,  in  and  to  Austintown  Associates,  including,  without
limitation  all right,  title and interest in and to any and all real,  personal
and  intangible   property  rights  and  interests  of,  in  and  to  Austintown
Associates.

Wherefore,  the Assignor has caused this Assignment to be executed and delivered
as of the day and year first set forth above.


[SIGNATURE BLOCK]

[NOTARY BLOCK]