EXHIBIT 10.17

September 24, 1998

Mr. John L. Wagner
Beltway Management, Inc.
101 Chestnut Street, #110
Gaithersburg, Maryland  20877

RE:  The Liberty  Housing Partners Limited Partnership Portfolio

Dear John:

This letter serves to formalize our Agreement regarding your role in liquidating
the  Liberty  Portfolio.  The intent of the  parties  hereto is to hire you as a
consultant to Liberty Housing Partners Limited  Partnership  acting as the Agent
of Liberty with Barbara Gilman and Wilma Brooks' direct involvement to liquidate
the Liberty  Portfolio on terms as favorable to Liberty and  Liberty's  investor
partners as possible.

It is understood  that in addition to your services,  you will also engage Jerry
Levine  (Attorney  from Holland and Knight) and any other third parties that are
necessary to  facilitate  the  liquidation.  The terms of this  agreement are as
follows:

Duties:

         1.       Negotiate the sale, transfer,  or workout of all properties in
                  the Liberty portfolio.

         2.       Negotiate with property purchase money note holders.

         3.       Take any actions necessary to liquidate or workout the Liberty
                  portfolio.

         4.       Hire an outside accounting firm to perform a current valuation
                  on all  properties in the portfolio in as-is  condition and to
                  review each property's financial  performance for propriety of
                  related party activity. The firm of Grubman and Associates has
                  hereby been approved to provide these services.

         5.       All of items 1-3 are subject to  approval of TNG  Properties,
                  Inc.  acting as general  partner of Liberty  Housing  Partners
                  Limited Partnership.

Term:  The  initial  term  shall be two (2) years and will  automatically  renew
thereafter  on an annual basis unless  either party  notifies the other of their
intent to terminate this agreement with at least ninety (90) days written notice
prior to the automatic renewal. In addition,  this agreement shall be subject to
termination with 60 days written notice by either party.

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Compensation:

         1.       All  interest  and  principal   related  to  the  Linden  Park
                  Associates  purchase  money  notes held by Liberty  previously
                  held by Cantero and  Pabarcus  (Linden  Park  Notes)  shall be
                  placed in a trust  under  joint  control of John L. Wagner and
                  Liberty.
         2.       On a monthly basis John L. Wagner, Jerry Levine, and any third
                  party that has performed  services shall be  compensated  from
                  funds on  deposit  in this  trust  account  for their time and
                  expenses.  On a monthly  basis  John L.  Wagner  shall only be
                  compensated  for his expenses.  Prior to payment of any costs,
                  invoices  must be submitted  for  approval by TNG  Properties,
                  Inc.,  approval not to be unreasonably  withheld.  If invoices
                  are not approved by TNG within 30 days after  submission,  the
                  invoices shall be deemed as approved.
         3.       If the  services  of John L.  Wagner  shall be  terminated  by
                  Liberty  all  remaining  funds in the trust  account  shall be
                  split 50/50 with Liberty  including all principal and interest
                  from the Linden Park Notes whether paid or not,  provided that
                  John  L.  Wagner  has  performed  reasonable  efforts  and has
                  provided  Liberty with plans for at least fifty percent of the
                  portfolio.  At the time of  execution  of this  agreement  the
                  principal  and  interest  of the Linden  Park  notes  shall be
                  deemed as being in the trust account.
         4.       For any properties liquidated,  materially disposed,  sold, or
                  entered into a workout John L. Wagner shall receive a pro-rata
                  portion of the  principal  and interest in the trust  account.
                  For purposes of this  agreement  "pro-rata"  shall include the
                  number  of  units  in each  complex,  including  Linden  Park,
                  divided by the total number of units.  Upon  completion of the
                  duties outlined herein, any remaining principal interest,  and
                  other cash  deposits  remaining in the trust  account shall be
                  paid to John L. Wagner.
         5.       Fifty  percent  (50%) of the fee will be earned  and paid upon
                  submission of a project's  reasonable  plan  acceptable to TNG
                  Properties,  Inc. The remaining 50% is earned and paid as each
                  closing or workout  occurs.  If Liberty  rejects any project's
                  liquidation plan, disposition,  sale, or workout plan which is
                  reasonable  and  presented  in good faith then John L.  Wagner
                  shall receive the first 50% of the fee and no further fee will
                  be due. It shall be deemed that John L. Wagner has  materially
                  performed or completed the liquidation,  disposition, sale, or
                  workout  of each  project  only upon  closing  of a project or
                  workout  on a plan  as  substantially  presented  by  John  L.
                  Wagner.
         6.       If it is  necessary  to  litigate  with note  holders or other
                  third parties, then Liberty shall have the final determination
                  regarding litigation. However, the cost of litigation shall be
                  determined  and that cost shall be  outside  the scope of this
                  agreement.


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         7.       As further compensation and a part of the liquidation plan, it
                  is agreed that the Liberty  interest in Linden Park Apartments
                  (i.e. all remaining General and Limited Partnership  interests
                  so that John L. Wagner  owns 100% of Linden  Park  Apartments)
                  shall be  transferred  or sold by Liberty to John L. Wagner or
                  his  designee  at a future date to be  determined  as provided
                  herein.  John L.  Wagner  shall have the right to acquire  the
                  remaining  interest in Linden Park Apartments at any time over
                  the next three and one-half (3 1/2) years.  The purchase price
                  with imputed  interest shall  initially be $400,000 during the
                  first eighteen (18) months of this agreement and that purchase
                  price  shall  increase  at  the  rate  of  $100,000  per  year
                  thereafter.  This  initial  purchase  price  is  based  upon a
                  negotiation  of  current  value,   after  repayment  of  debt,
                  purchase  money notes and all other  liabilities.  The closing
                  date on such a  purchase  shall be  mutually  agreed,  but not
                  later than three (3) months after the maturity of the Purchase
                  money notes,  provided that the Purchase Money Notes have been
                  extended  for  that  three  (3)  month  period  by  all of the
                  Purchase  Money  Note  holders.  We are  pleased to be working
                  together  in  this  liquidation  plan.  Provided  you  are  in
                  Agreement with this letter, please sign as provided below.

Sincerely,


/s/ Michael A. Stoller
Michael A. Stoller
President and CEO

AGREED:

/s/ John L. Wagner
Name: John L. Wagner           Date 9-25-98