EMERITUS CORP\WA\
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>30
<FILENAME>ex10695.txt
<TEXT>


LEASE

This  lease  ("Lease")  is  entered into on February 21, 2002 between Sacramento
                                           --------------------
County  Assisted,  LLC ("Landlord"), and RAL, Inc. ("Tenant"), with reference to
the  following  facts:

1.     Landlord  is  in  the  processing  of  acquiring  title  to  the premises
hereinafter  described,  together  with  the  fixtures and equipment therein and
Tenant  has  agreed  as  part  of  that  acquisition  transaction  to  transfer
operational responsibility for the Facility to Landlord at such time as Landlord
and/or its designee is licensed to operate the residential care facility for the
elderly  located  on  the  premises.

II.     Tenant  has agreed to lease the premises and the furniture, fixtures and
equipment  therein  back from Landlord pursuant to the provisions of this Lease,
for  the  purpose  of  operating  the  residential care facility for the elderly
located  on the premises for the benefit of Landlord until such time as Landlord
and/or  its  designee  is  licensed  to  operate  the  same.

III.  Landlord and Tenant are interested in documenting the terms and conditions
under  which Tenant will lease and operate the residential care facility for the
elderly  located  on  the  premises  owned  by  Landlord.  ^l

NO','.  THEREFORE,  in  consideration  of  the foregoing premises and the mutual
covenants  of the parties set forth herein, THE PARTIES HEREBY AGREE AS FOLLOWS:

     ARTICLE  1
DEFINITIONS

As  used in this Lease, the following words and phrases shall have the following
meanings:

1.1.     "Alteration"  -  any  addition,  change or modification, structural and
nonstructural,  to  the  Premises (as such term is defined in Section 2.1 below)
made  by  Tenant  including,  without  limitation,  fixtures.

1.2     "Authorized  Representative,"  -  any  officer,  agent,  employee  or
independent  contractor  retained  or  employed  by  either party, acting within
authority,  actual  or  apparent,  given  him  by  that  party.

1.3     Reserved.

1.4     "Encumbrance"  -  any  land  sale  contract, deed of trust, mortgage, or
other  written  security  device  or  agreement  affecting  the  Premises and/or
Personal  Property  (as such term is defined in Section 2.1 below), and the note
or  other obligation secured by it, that constitutes security for the payment of
a  debt  or  performance  of  an  obligation.

1.5     "Hazardous  Substances"  -  as  defined  in Section 8.2.6 of this Lease.

1.6     "Hold  Harmless"  -  to defend and indemnify from all liability, losses,
penalties,  damages,  costs, expenses (including, without limitation, attorneys'
fees),  causes  of action, claims, or judgments arising out of or related to any
damage  to  any  person  or  property.

1.7     "Landlord"  -Sacramento  County Assisted LLC, its Successors (as defined
in  Section  1.16  below),  and any person or entity succeeding to the rights of
Landlord  by  reason  of  an  ownership  interest  or a security interest in the
FACILITY  (AS  DEFINED  IN SECTION 2.1 below) including, without limitation, any
Lender  (as  DEFINED  IN  SECTION  1.12  BELOW)  of  Landlord.

1.8  Law" - any judicial decision, statute, constitution, ordinance, resolution,
regulation,  rule,  administrative order. or other requirement of any municipal,
county,  state,  federal,  or  other  government  agency  or  authority  having
jurisdiction over the parties or the Facility, or both, in effect whether at the
time of execution of the Lease or at any time during the term, including without
limitation;  any  regulation  or  order  of  a  quasi-official  entity  or body.
1.9     "Lease  Year"  -  the twelve-month period commencing on the Commencement
Date (as defined in Section 3.1 below) and on each succeeding anniversary of the
Commencement  Date  during  the  teen  (and  any  extended  term)  of the Lease.

1.10     "Lender"  - a beneficiary, mortgagee, secured party, or other holder of
an  Encumbrance  on  the  Facility  or  any  part  thereof.

1.11     "Rent"  -  monthly  rent, additional rent, late fees, security deposit,
utility  charges,  real  and  personal property taxes and assessments, insurance
premiums,  and  all  other  charges  payable  by Tenant to Landlord or any third
person  pursuant  to  the  provisions  of  this  Lease.

1.12     "Rent  Adjustment  Date"  - The first day of each Lease Year other than
the  Commencement  Date.

1.13     "Restoration"   the  reconstruction,  rebuilding,  rehabilitation and
repairs  .  that  are  necessary  to return damaged or destroyed portions of the
Facility  and  other  property  related  to  the  operation  of  the Facility to
substantially the same physical condition as they were in immediately before the
damage  or  destruction.
1.14     "Successor"   any  permitted  assignee, transferee or other person or
entity succeeding lawfully, and pursuant to the provisions of this Lease, to the
rights  and  obligations  of  either  party.

                                    ARTICLE 2
                                   DESCRIPTION

2.1     Subject  to  the  terms and conditions contained herein, Landlord hereby
leases  to  Tenant  and  Tenant  hereby  leases  from Landlord the real property
located  at  780  Harrington  Way, Folsom CA and more fully described in Exhibit
                                                                         -------
Attached  hereto,  together  with  all  improvements  now  or  hereafter located
thereon.  commonly known as of the date of the execution of this Lease as Regent
at Willow Creek (the "Premises"), and that certain personal property (furniture,
fixtures,  equipment  and  inventory)  located  in the Premises and described in
Exhibit  B  attached  hereto  and any replacements thereof (the "F, F & E"). The
Premises  and the F, F & E are sometimes hereinafter collectively referred to as
the  "Facility.".


2.2     Landlord  is  informed  that  the  Facility is presently licensed by the
state  of  California to operate as a 130 unit residential care facility for the
elderly  and  that  the  Facility  is  not currently certified to participate in
Medicare  or  Medi-Cal.  Reference  hereinafter to the "Licensed Facility" shall
mean  the  Facility  as  so  licensed.

                                    ARTICLE 3
                                      TERM

3.1     The  term  of this Lease (the "Term") shall commence on the day Landlord
acquires  title  to  the  Facility  ("Commencement Date") and shall terminate at
midnight  on  the  earlier to occur of July 31, 2002 (the "Outside Date") or the
day  prior  to  the date on which Landlord and its manager, Emeritus Corporation
("Emeritus") or another operator designated by Landlord, are licensed to operate
the  Facility  by  the  State  of  California  (the  "Lease  Termination Date");
provided,  however, that if the Commencement Date shall not have occurred by the
Outside  Date and as of the Outside Date, the license application has been filed
and  is being processed by the State of California, then Landlord may extend the
Outside  Date  for  ninety  (90) days, which extension shall occur automatically
unless  Landlord gives notice on or before the Outside Date electing not to have
this  extension. Tenant shall have no right to extend this Lease beyond the Term
provided  for  herein. Upon the Commencement Date being ascertained, it shall be
inserted  in  the  space  provided  below  anal  initialed  by  the  parties.

Commencement  Date:

Landlord   Tenant

3.2     If  Landlord  has  not  acquired the Facility by February 28, 2002, then
this  Lease  shall  be  void  and  of  no  effect  unless the parties extend the
Commencement  Date  by written amendment to this Lease. Should this Lease become
void  by  virtue of the foregoing provision, Landlord shall return to Tenant any
advance  rent  and  security  deposit  previously  paid  to  Landlord.


ARTICLE  4
WARRANTIES

4.1     LANDLORD  HAS  MADE  NO  REPRESENTATION  TS  OR
WARRANTIES,  EXPRESS  OR  IMPLIED;  NOR  DOES  LANDLORD  MAKE  ANY
HEREIN  REGARDING  THE  CONDITION  OF  THE  FACILITY  OR  ANY  PART
THEREOF  INCLUDING  WITHOUT  LIMITATION  THE  STRUCTURAL,
SOUNDNESS  THEREOF,  THE.  PRESENCE  OR  ABSENCE  OF  HAZARDOUS
SUBSTANCES  OR  THE  FACILITY'S  FITNESS  FOR  ANY  PARTICULAR  USE  OR
OCCUPANCY.  LANDLORD  FURTHER  HEREBY  SPECIFICALLY  DISCLAIMS
ANY  REPRESENTATIONS  AND/OR  WARRANTIES,  BOTH  EXPRESS  AND
IMPLIED  IN  LAW,  WITH  RESPECT  TO  THE  CONDITION,  HABITABILITY,  OR
SUITABILITY  OF  THE  FACILITY,  OR  ANY  PART  THEREOF,  FOR  THE  USE  AND
PURPOSES  PERMITTED  HEREUNDER  OR  ANY  OTHER  PURPOSE,  AND
LANDLORD  DOES  NOT  REPRESENT  T  OR  WARRANT  THAT  THE  FACILITY  OR
A  NY  PART  THEREOF  COMPLIES  WITH  ARTY  LAWS  RELATING  TO  THE  USES
AND  OCCUPANCY  THEREOF.  TENANT  FULLY  UNDERSTANDS  THAT  THERE
MAY  BE  CERTAIN  ALTERATIONS,  REPAIRS  AND  REPLACEMENTS
REQUIRED  TO  CAUSE  THE  FACILITY  TO  COMPLY  WITH  APPLICABLE  LAW
(AS  THE  SAME  MAY  BE  MODIFIED  FROM  TIME  TO  TIME  THROUGHOUT  THE
TERM  HEREOF)  AND  FOR  THE  CONTINUED  LICENSING  OF  THE  FACILITY,
AMID  TENANT  SHALL  BE  FULLY  RESPONSIBLE  FOR  THE  COST  OF  AND  FOR
EFFECTUATING  ANY  AND  ALL  ALTERATIONS,  REPAIRS  AND
REPLACEMENTS  REQUIRED  TO  BE  MADE  TO  CAUSE  THE  FACILITY  TO
COMPLY  WITH  APPLICABLE  LAW  AND  FOR  THE  CONTINUED  LICENSING  OF
THE  FACILITY  AS  WELL  AS  ALL  ALTERATIONS.  REPAIRS  AND
REPLACEMENTS  REQUIRED  TO  MAINTAIN  AND  PRESERVE  THE  FACILITY  IN
THE  CONDITION  CALLED  FOR  HEREIN.  TENANT  ACKNOWLEDGES  THAT
LANDLORD  IS  NOT  RESPONSIBLE  FOR  AND  TENANT  SHALL  HOLD
LANDLORD  HARMLESS  IN  CONNECTION  WITH  ANY  SUCH  ALTERATIONS,
REPAIRS  AND  REPLACEMENTS  TO  THE  FACILITY  FOR  ANY  REASON
WHATSOEVER.

Initials  of  Tenant:  WT

5.1     Tenant  shall  pay  Landlord a monthly rent ("Base Monthly Rent") during
each  month  of  the  Lease  Year,  without  deduction, set off, prior notice or
demand.  Base  Monthly  Rent for the term of the Lease is ONE HUNDRED and no/I00
Dollars  ($100.00).
5.2  Base  Monthly  Rent shall be paid on the first day of each month commencing
with  the  month  in which the term of this Lease commences. If the Commencement
Date is on a day other than the first day of a month, Base Monthly Rent for such
partial  month  shall be prorated at the rate of 1/30th of the Base Monthly Rent
per  day.

5.3     All  Rent  shall  be  paid  in advance to Landlord at 2025 First Avenue,
Suite  890,  Seattle  WA  98121 or at such other address as may be designated by
Landlord  from  time  to time in writing to Tenant. Rent not paid when due shall
bear interest from the date due until paid at the maximum rate permitted by law,
or  if  no  maximum  rate  is  applicable,  at  the  rate  of  IS%  per  annum.

5.4     Tenant  acknowledges  that  late  payment of Rent will cause Landlord to
incur  damages  and  costs  not  contemplated by this Lease, the exact amount of
which  would  be  extremely difficult and impracticable to ascertain. Such costs
include,  without  limitation, processing and accounting charges, administrative
costs,  loss of use of funds and late charges that may be imposed on Landlord by
the  terms  of  any  Encumbrance.  Therefore,  if any installment of Rent is not
received  by  Landlord within ten (10) days after its due date, Tenant shall pay
to Landlord an additional sum equal to five percent (5 %) of the overdue Rent as
a  late  charge,  unless  applicable law requires a lesser late charge, in which
case  Tenant  shall  pay  the  maximum late charge permitted by law. The parties
agree  that  this  late  charge represents a fair and reasonable estimate of the
additional  costs  that Landlord will incur by reason of late payment by Tenant.
Acceptance  of any late charge shall not constitute a waiver of Tenant's default
with  respect to the overdue amount, nor prevent Landlord from exercising any of
the  other  rights  and  remedies  available to Landlord hereunder, at law or in
equity.

5.5     Base  Monthly  Rent  provided  in this Lease shall be in addition to all
other  payments  to  be made by Tenant as provided herein. It is the purpose and
intent  of  Landlord and Tenant that the Base Monthly Rent provided herein shall
be absolutely net to Landlord so that this Lease shall yield net to Landlord the
Base  Monthly Rent specified in this Lease in each month during the Term of this
Lease  and  Landlord shall have no obligation or liability to pay any amounts in
connection  with  the  ownership, operation and/or management of the Facility or
any part thereof, including but not limited to real and personal property taxes,
insurance  premiums,  maintenance,  including  but  not limited to structural or
exterior  maintenance,  license  fees, and any costs incurred by Landlord or for
which Landlord is responsible by virtue of the existence of any financing on the
Facility  (including but not limited to any tax imposed on a Lender by reason of
its  having  made  a  loan  to Landlord but not including points; fees, or other
costs  incurred  in  making  a new loan or refinancing an existing loan), of any
kind  or nature whatsoever. Excluding Encumbrances for which Landlord is liable,
all  costs  and  expenses  including,  without  limitation,  taxes, assessments,
insurance  premiums, maintenance, license fees and obligations of every kind and
nature  whatsoever  relating  to  the  use  and/or management of the Facility by
Tenant  which may accrue or become due during or out of the Term hereof shall be
paid  by  Tenant  and  Landlord  shall  be  indemnified
and  held  harmless  by  Tenant  from  and  against  the  same,


ARTICLE  6
RESERVED


     ARTICLE  7
TAXES  AND  ASSESSMENTS

7.1     Tenant  shall  be responsible for the payment of all taxes, assessments.
license  fees, and other charges ("Personal Property Taxes") that are levied and
assessed  against  all personal property, including but not limited to leasehold
improvements,  furniture,  fixtures and equipment installed, whether by Landlord
or  Tenant,  or  located in or about the Premises, which taxes accrue during the
Term,  regardless  of  when  the  same  may  be  payable.

7.2     Tenant  shall be responsible for the payment of all real property taxes,
assessments  and  levies, both general and special ("Real Property Taxes") which
are  or  are  hereafter  levied, assessed, or are otherwise imposed, against the
Premises  during  the  Term,  regardless  of  when  the  same  may  be  payable.

7.3  Tenant  shall  pay  to  Landlord  (or to Landlord's Lender, as Landlord may
direct),  together  with  and  in addition to the monthly payments of rental and
other  payments  payable  under  the terms of this Lease, on the dates set forth
herein  for  the making of monthly rental payments, until the end of the Term, a
sum,  as  estimated  by  Landlord, equal to the Personal Property Taxes and Real
Property  Taxes  (collectively  "Taxes")  next  coming  due  with respect to the
Premises,  including  any  personal  property  included  therein, divided by the
number  of  months  to elapse before one month prior to the date when such Taxes
will  become delinquent, such sums to be held by Landlord (or Landlord's Lender,
if  Tenant  has  been directed to pay the same to Landlord's Lender) to pay such
Taxes.  Such  payments,  hereinafter  referred  to as "Reserves", are to be held
without  any  allowance  of  interest or dividend to Tenant and need not be kept
separate  and  apart  from  other  funds  of  Landlord  or Landlord's Lender, as
applicable.  All  payments mentioned in this section and all payments to be made
under  the  Lease shall be added together and the aggregate amount thereof shall
be  paid  by Tenant each month in a single payment. The arrangement provided for
in  this  section  is solely for the added protection of Landlord and entails no
responsibility  on  Landlord's  part  beyond the allowing of due credit, without
interest,  for the sums actually received by it. Upon assignment of the Lease by
Landlord or upon any assignment by Landlord's Lender of its loan, any funds then
held  by  Landlord  or  Landlord's  Lender shall be turned over to Landlord's or
Landlord's Lender's Successor, as applicable, and any responsibility of Landlord
or  Landlord's  Lender with respect thereto shall terminate. If the total of the
Reserves hereof shall exceed the amount of payments actually applied by Landlord
or  Landlord's Lender, as applicable, such excess may be credited by Landlord or
Landlord's  Lender,  as  applicable, on subsequent payments to be made by Tenant
or,  at  the  option  of  Landlord,  refunded  to  Tenant or its Successors. If,
however,  the Reserves shall not be sufficient to pay the sums required when the
same  shall  become  due  and  payable,  Tenant  shall  immediately deposit with
Landlord or, if so directed by Landlord, with Landlord's Lender, the full amount
of  any such deficiency. If there shall be a default under any of the provisions
of  this  Lease,  Landlord may use, apply or retain, to cure such DEFAULT and to
compensate  Landlord  for  all  damage sustained by Landlord as a result of such
default, at any time, all or any part of the Reserves held by Landlord, and upon
demand  of  Landlord, Tenant shall immediately deposit with Landlord a sum equal
to  the  portion  of  the  Reserves  so  used,  applied or retained by Landlord.

     7.4     Tenant's liability to pay Taxes shall be prorated on the basis of a
365-day year to account for any fractional portion of a tax year included in the
Term  at  its  commencement  and  expiration.  Prorations  shall  be  based  on
assessments  and  Tenant  shall  pay  such  prorations  when  the  prorated  tax
installment  becomes  due.

     7.5     Tenant  shall  have  the  right  to  contest  or  review  by  legal
proceeding,  or  in  such  other  manner  as  it  may  deem  suitable (which, if
instituted,  Tenant  shall  conduct promptly at its own expense, and free of any
expense  to  Landlord,  and  if  necessary,  in the name of Landlord) any Taxes.
Tenant  may  defer  payment  of  a  contested  item  upon condition that; before
instituting  any  such  proceeding,  Tenant shall furnish to Landlord, or to any
Lender  Landlord may designate, security reasonably satisfactory to Landlord and
such  Lender  sufficient  to  cover the amount of any Taxes. Notwithstanding the
furnishing  of  any such security, Tenant shall promptly pay such contested item
if at any time the Facility or any part thereof shall be in danger of being sold
or  forfeited.  The  legal  proceeding  herein  referred  to  shall  include  an
appropriate  proceeding to review tax assessments and appeals from any judgment,
decree, or order in connection therewith, but such proceeding shall be commenced
as  soon  as  possible  after  the assessment of any contested item and shall be
prosecuted  to  final  adjudication  with dispatch. If there shall be any refund
with respect to any contested item based on a payment by Tenant, provided Tenant
is not then in default of its obligations hereunder, Tenant shall be entitled to
such  refund  to  the  extent  of  such  payment.

     7.6     Tenant  shall,  in  addition  to  all  other sums, pay all fees for
inspection  and  examination  of  the  Facility during the Term hereof which are
charged  by  any  public  authority  having  jurisdiction  thereof.

     7.7     Tenant  shall  not be required to pay any municipal, county, state,
or  federal  income  or  franchise  taxes of Landlord, or any municipal, county,
state, or federal estate, succession, inheritance, or (except as provided below)
transfer  taxes  of Landlord. If at any time during the Term, the state in which
the  Facility  is  located or any political subdivision of such state, including
any county, city; public corporation, district, or any other political entity or
public  corporation  of  such  state, levies or assesses against Landlord a tax,
fee, or excise on (1) rents, (2) the square footage of the Premises, (3) the act
of  entering  into  this  Lease,  or  (4)  the occupancy of Tenant, or levies or
assesses  against  Landlord  any  other  tax, fee, or excise, however described,
including,  without  limitation,  a  so-called  value  added  tax,  as  a direct
substitution  in  whole  or  in  part for, or its addition to, any Real Property
Taxes,  Tenant  shall  pay  before,  delinquency  that  tax,  fee,  or  excise.
Notwithstanding  the  above,  if  a  transfer tax is payable to any governmental
agency  or  agencies  as  a  result  of  this Lease, Tenant shall, to the extent
permitted  by  law, pay the same directly to the taxing authority or authorities
when  it  is  due,  or at Landlord's election, Tenant shall pay same to Landlord
within  ten  (10)  days after notice to Tenant from Landlord, and in such event,
Landlord  shall  pay  the  tax  following  receipt  from  Tenant.

                                    ARTICLE 8
                                       USE

     8.1     Tenant  shall  use the Facility for a 130 unit licensed residential
care  facility  for  the  elderly  and for no other use without Landlord's prior
written  consent,  which consent may be withheld in Landlord's sole and absolute
discretion.

     8.2     Tenant's  use of the Facility as provided in this Lease SHALL BE IN
ACCORDANCE  with  the  following:

     8.2.1 Tenant shall not do, bring, or keep, or permit to be done, brought or
kept,  anything  in,  on or about the Premises that may cause an invalidation or
cancellation  of  any  insurance  covering the Facility, and Tenant shall comply
with  all  requirements  imposed  by  any  company  issuing  such  insurance.

     8.2.2  Tenant  shall  cause  the Facility to be and remain licensed for 130
units  by  the  applicable.  state  and/or local governmental agencies and shall
maintain  such  license during the Term of this Lease. At Tenant's sole expense,
Tenant shall cause the Facility to conform to the requirements and provisions of
all applicable laws concerning the use of the Facility as so licensed including,
without  limitation,  the  obligation  at Tenant's sole cost to alter, maintain,
replace or restore the Facility or any part thereof in compliance and conformity
with  all laws relating to the condition, use or occupancy of the Facility as so
licensed.

     8.2.3 Tenant. shall not use the Facility in any manner that will constitute
nuisance,  waste  to  the Facility, or cause unreasonable annoyance to owners or
occupants  of  adjacent  properties.

     8.2.4  Tenant  shall  not  do or permit to be done anything on the Premises
that  will  cause damage to the Facility or any part thereof. The Premises shall
not  be  overloaded  with  furniture, equipment or machinery in such manner that
damage is caused to the Premises or any part thereof. No machinery, apparatus or
other appliance shall be used or operated in, on or about the Premises that will
in  any  manner  injure  the  Facility-  or  any  part  thereof.

     8.2.5  Tenant  shall  pay  all  payrolls  promptly  when due respecting any
personnel  employed  by  it  at  the  Facility,  and shall file all governmental
reports  required  pursuant  thereto (including, without limitation, payroll tax
returns)  and  shall  pay  such  payroll  and  related taxes promptly and before
delinquency.

     8.2.6  (a)  Tenant  shall  not  bring, release, use, generate, manufacture,
store  or  dispose  of,  or  permit  to  be  brought, released, used, generated,
manufactured,  stored  or  disposed  of,  on,  under  or  about the Facility, or
transfer  or  permit  to  be  transferred to or from the Facility, any asbestos,
asbestos  containing  materials,  flammable  explosives,  radioactive materials,
hazardous wastes, toxic substances or related materials (collectively "Hazardous
Substances").  There  is  excluded from this prohibition Hazardous Substances of
the  type  commonly used in assisted living facilities, subject to the condition
that  they  are  used,  stored and disposed of in accordance with all applicable
law.  As  used  in  this  Lease,  Hazardous Substances shall include, but not be
limited to, substances defined as "hazardous substances", "hazardous materials",
or  "toxic substances" in the Comprehensive Environmental Response, Compensation
and  Liability  Act  of  1980,  as amended, 42 U.S.C. Section 9601, et seq.; the
Hazardous  Materials  Transportation  Act,  49  U.S.C. Section 1801 et seq.; the
Resource  Conservation  and  Recovery  Act,  42 U.S.C. Section 6901 et seq.; the
Clean  Water  Act,  33  U.S.C.  Section  466  et  seq.;  the  Safe  Drinking and
Reauthorization  Act  of  1986,  Public  Lain  99-499, 100 Stat. 1613; the Toxic
Substances  Control  Act,  15 U.S.C. Section 2601 et seq., as amended; and those
materials  and  substances of a similar nature regulated or restricted under any
other  laws  now  existing  or hereafter adopted, and in regulations adopted and
publications promulgated pursuant to said laws, and under all applicable laws in
the  State  of  California.

     (b)     If  Tenant  knows,  or  has  reasonable  cause  to  believe, that a
Hazardous  Substance, or a condition involving or relating to the same, has come
to  be  located  in,  on  or  about  the Facility, Tenant shall immediately give
written  notice  of  such  fact  to  Landlord.

     (c)     Tenant  shall,  at  its  sole  cost  and expense, promptly take all
investigatory  and/or  remedial  action  reasonably  recommended, whether or not
formally  ordered or required, for the clean-up of any contamination of, and for
the  maintenance,  security  and  or  monitoring  of, the Facility, the elements
surrounding  the  same,  or  neighboring  properties,  to  the  extent caused or
materially  contributed  to  by  Tenant,  its  agents,  officers,  directors  or
employees, relating to or involving any Hazardous Substances brought onto and/or
released  from  the  Facility.

     (d)     Tenant  shall  indemnify,  protect,  defend  and hold Landlord, its
agents,  employees,  partners,  members  (including,  in the case of a corporate
partner  or member, such corporation's shareholders, officers and directors) and
Lenders,  harmless from and against any and all damages, liabilities, judgments,
costs,  claims,  liens, expenses, penalties and attorney's and consultants' fees
arising  out  of  or  involving (i) any Hazardous Substances brought onto and/or
released  from  or onto the Facility by Tenant or its agents or employees and/or
(ii)  Tenant's  failure  to  perform  any  of its obligations under this Section
8.2.6.  Tenant's obligations hereunder shall include, but not be limited to, the
effects  of  any  contamination or injury to person, property or the environment
created  or  caused  by  Tenant,  and  the  cost  of  investigation,  removal,
remediation,  restoration  and/or  abatement  thereof,  or  of  any  removal,
remediation,  restoration  and/or  abatement  thereof  and  shall  survive  the
expiration  or  earlier  termination  of  this  Lease.
     No termination, cancellation or release agreement entered into by Landlord
and  Tenant
     shall  release Tenant from its obligations under this Lease with respect to
Hazardous
     Substances,  unless  specifically  so  agreed by Landlord in writing at the
time  of  such
     agreement.
               8.2.7 Tenant shall comply with, and the leasehold created by this
Lease
     is  subject  to,  all  covenants,  conditions,  restrictions, easements and
rights  of  way  affecting
     the  Premises.
          8.3.     In  connection  with  the operation of the Facility, Tenant's
use  and
     operation of the Facility shall at all times be subject to Landlord's prior
review  and
     approval  of  each  of  the  following:
               8.3.1.  Operational Policies and Forms: All operational policies,
     procedures,  controls,  and  forms.
               8.3.2.  Charges:  All  recommended charges, including any and all
special
     charges  for  services  rendered  to  the  residents  at  the  Facility.
               8.3.3.  Information:  All  informational  material,  mass  media
releases,  and
     other related publicity materials developed or used by Tenant in connection
with  the
     operation  of  the  Facility.

     8.3.4.  Equipment  and  Improvements:  All  repairs,  replacements  and
maintenance  to  the  Facility.

     8.3.5.  Personnel:  All personnel decisions, including, but not limited to,
hiring,  firing  and  staffing  of  the  Facility.

     8.3.6.  Contracts.  All  contracts  to  which  the  Facility  is  a  party.
             ---------

     8.3.7.  Marketing.  All marketing plans and programs as well as advertising
             ---------
and  promotion  budgets.

     8.4     Tenant's use and operation of the Facility shall also be subject to
             -------------------------------------------------------------------
the  following:
---------------

     8.4.1  Regulator,  Compliance: Landlord's right to review of the regulatory
            ----------------------
compliance status of the Facility and the right to recommend actions to be taken
to  ensure  such  compliance  or  correct  any  instances  of  non-compliance-

8.4.2  Collection  of  Accounts: Landlord's right to receive monthly aged ------
-------  accounts  receivable  report  and  to  review  the  collection  efforts
undertaken  by Tenant with respect to any overdue balances reflected thereon and
to  make  suggestions  with  respect  to  changes  thereto.



     8.4.3  Third  Party, Notices and Claims: Landlord's right to receive copies
of all notices of claims or causes of action from any third party against Tenant
or  the  Facility  within  two  (2)  days  of  Tenant's  receipt  of  same.

     In  no  event shall Landlord's review and notice rights noted above impair,
reduce  or  otherwise  alter  Tenant's  obligations  hereunder.

ARTICLE  9
MAINTENANCE

     9.1     Tenant shall, at its sole cost and expense, at all times during the
Term of this Lease, maintain the Premises and ever.- part thereof in good, clean
working  order,  condition  and  repair  including,  without  limitation,  the
structural  portions  of the building and improvements thereon, the interior and
exterior  thereof,  foundations,  roofs, plate glass, wiring, plumbing, heat and
air  conditioning  units,  mechanical  systems,  parking  and  service  areas,
landscaping,  the  approaches  thereto  and appurtenances thereof, including all
adjacent  sidewalks  and  alleys.  Tenant's  obligation to maintain the Premises
shall  specifically  include, without limitation, the obligation to make any and
all  repairs,  including,  but not limited to, any and all repairs, alterations,
replacements  and  additions to the Facility required by law and/or as necessary
to obtain and maintain licensing as the Licensed Facility, and to repaint and/or
restain  all  painted  and  wood  surfaces  and  restripe  the  parking areas as
required. Landlord shall not have any responsibility to maintain the Premises or
any  part  thereof  including,  without limitation, any structural or mechanical
maintenance,  repair  or  replacement.  Tenant  waives all rights under any laws
which  may provide for Tenant's right to make repairs and deduct the expenses of
such repairs from rent or to withhold rent or terminate the Lease based upon the
condition  of  the  Premises.

     9.2     Tenant shall, at its sole cost and expense, at all times during the
term  of  this  Lease,  keep  and maintain the F, F & E , in good working order,
condition  and repair. Tenant shall not remove the F, F & E, and/or replacements
thereof  or  any  part  thereof  FRONT  the  Premises, without the prior written
consent of Landlord. Tenant shall purchase and replace with substitutes of equal
or  higher  quality  any  worn out or broken items of F, F & E from time to time
throughout  the  Term of this Lease with Landlord's prior written consent and at
Tenant's  sole  cost  and expense. Items being replaced by Tenant may be removed
with Landlord's prior consent. The items being replaced and items replacing same
shall  be  and  remain  the  property  of  Landlord. Tenant agrees, upon written
request  from  Landlord,  to  execute  any and all documents necessary to assist
Landlord  to  fully  evidence  Landlord's  ownership  of  the  F,  F  &  E.

     ARTICLE  10
ALTERATIONS

     Except  in  the event of an emergency, Tenant shall not make or allow to be
made  any  Alterations  to  the  Premises or any part thereof without Landlord's
prior  written consent. In the event Tenant intends to undertake any Alterations
to  the  Premises  as
-     provided  in this Article, Tenant shall provide to Landlord written notice
describing  the
nature  of  the Alterations, the estimated cost thereof and stating the date the
work  related
to the Alterations is scheduled to commence. If any structural modifications are
to  be
made  as  a  part  of  such  Alterations,  then  to  the  extent applicable, the
provisions  of
Sections  16.9  and  16.10  shall  apply  to any requested Alterations as if the
Alteration
project  was  a  Restoration. Landlord may impose such further conditions to its
consent  as
it  deems  reasonably  necessary,  including  the  provision  of  Plans  and
Specifications,  the
assignment  as  security  of  any  construction  or related contracts AND/OR THE
DEPOSIT  WITH
Landlord  of  the  cost  of  such Alterations and the establishment of disbursal
procedures
with  respect  thereto.  The  failure of Landlord to respond within fifteen (15)
days  after
Tenant  notifies  Landlord  of its request for Landlord's consent to Alterations
shall  be
deemed  consent.  Any  Alterations  made  by  Tenant  shall  remain  on  and  be
surrendered
with  the  Premises  on  expiration  or  termination  of  the  Term.

ARTICLE  IL
MECHANIC'S  LIENS

     11.1     Tenant  shall pay, when due, all costs for construction done by it
or  caused to be done by it on the Premises. Tenant shall keep the Premises free
and  clear  of  all  mechanic's  liens and other liens by reason of work, labor,
services  or  materials  supplied  or  claimed  to  have been supplied to or for
Tenant,  or  anyone  holding  the  Premises or any part thereof through or under
Tenant.

     11.2     If  Tenant  shall, in good faith, contest the validity of any such
lien,  then  Tenant  shall,  at its sole cost and expense, indemnify, defend and
hold  harmless Landlord, its agents, employees, partners (including, in the case
of a corporate partner, such corporation's shareholders, officers and directors)
and  Lenders,  against  the  same and shall pay and satisfy any adverse judgment
that  may  be  rendered  thereon  before  the  enforcement  thereof against such
parties. Tenant shall furnish to Landlord a surety bond satisfactory to Landlord
in an amount equal to one and one-half times the amount of the contested lien or
such  other  reasonable security as may be required by Landlord or its Lender to
ensure  that the Facility remains free from the effect of such lien or claim and
shall  indemnify  Landlord and Landlord's Lender against liability for the same.
In  addition,  Landlord may require Tenant to pay Landlord's attorneys' fees and
costs in participating in such action if Landlord shall decide it is in its best
interest  to  do  so.

     11.3     If  Tenant  shall  fail to discharge any such lien within ten (10)
days  of  its being filed or fails to famish reasonable security therefor as may
be  required  by Landlord or Landlord's Lender in accordance with the provisions
of  Section  11.2,  then,  in  addition to any other right or remedy of Landlord
resulting  from  Tenant's  default,  Landlord  nay,
but  shall  not  be obligated to, discharge the same either by paying the amount
claimed to be due, by procuring the discharge of such lien by giving security or
in  such other manner as is or may be prescribed by law or practice of the state
in  which the Facility is located. Tenant shall repay to Landlord, as additional
rent,  on  demand,  all  sums disbursed or deposited by Landlord pursuant to the
foregoing  provisions  of  this  Section  11.3 plus interest thereon at the then
maximum  rate  of interest permitted by law, or if no maximum rate then applies,
at  the  rate of 18% per annum. Nothing contained herein shall imply any consent
or  agreement  on the part of Landlord to subject Landlord's estate to liability
under  any  mechanic's  or  other  lien  law.

                                   ARTICLE 12
                             UTILITIES AND SERVICES

     Tenant  shall  make all arrangements, and prior to delinquency pay, for all
utilities  and  services  furnished  to  the  Facility or used by it, including,
without  limitation,  gas,  electricity,  water,  telephone  service,  and trash
collection,  and for all connection charges and deposits required by any of said
utilities. Landlord shall not be liable for any interruption in the provision of
any  such  utility  services  to  the  Facility.

ARTICLE  13

[INTENTIONALLY  LEFT  BLANK]


                                   ARTICLE 14
                                    INSURANCE

     Tenant,  at  its  sole  cost  and  expense,  shall  maintain or cause to be
maintained  at  all  times  during the Term of this Lease, adequate insurance as
outlined  below:

     14.1.  All  Risk, or other broad form coverage property insurance, insuring
full  replacement  value.  Such insurance shall also include, but not be limited
to,  business  interruption and extra expense coverage, for a period of not less
than six months. Tenant shall also maintain earthquake and flood hazard coverage
at  an  amount  equal  to  full  replacement  cost  of  the  Facility.

     14.2     Commercial  general  liability  insurance, against any third party
claims  for  bodily injury or property damage. Such insurance shall also include
coverage  for  contractual  liability as respects this Agreement. Limits of such
coverage  should  not  be less than 81,000,000 per occurrence with a minimum. of
52,000,000  per  location  aggregate.

     14.3 Professional Liability Insurance with limits of such coverage that are
not  less  than  $1,000,000  per  occurrence,  with  a minimum of $2,000,000 per
location  aggregate.


     14.4  Business  Auto  Liability  for  third party bodily injury or property
damage for facility vehicles including owned, hired and non-owned auto liability
for  $1,000,000  combined  single  limit.  Coverage  shall  be extended to cover
physical  damage  to  facility  vehicles.

     14.5 Umbrella/Excess Commercial General Liability and PROFESSIONAL SERVICES
Liability  in  the  amount  of  $10,000,000  per  occurrence.

     14.6  Workers'  Compensation  coverage with statutory limits and Employers'
Liability  insurance coverage with minimum limits of S 1;000,000 per occurrence.

     14.7  Crime  insurance  to  cover  employee  dishonesty, theft of money and
security  loss  in  limits  of  not  less  than  $1.000,000

     14.8  Tenant  shall  provide,  or  shall  cause to be provided, to Landlord
evidence  of all insurance, naming Landlord as an additional insured on policies
14.2,  14.3,  14.4, and 14.5 above, and subject to the requirements of a lender,
loss  payee  as  respect the property policies. Such evidence of insurance shall
give  Landlord  at  least  thirty  (30) days prior notice of cancellation or any
material  change  to  policies.  Tenant shall also reasonably assist Landlord to
procure  such  other  insurance coverages as may be required by a lender for the
Facility,  provided  any  expenses  incurred  by  Tenant  in  doing  so  will be
reimbursed  by  Landlord.

     ARTICLE  15
CONDEMNATION

15.1     Definitions:

     15.1.1  "Condemnation"  means  (1)  the  exercise  of  any  governmental or
governmentally-derived  power,  whether  by legal proceedings or otherwise, by a
Condemnor  (as  defined below), and (2) a voluntary sale or transfer by Landlord
to any Condemnor, either under threat of condemnation or while legal proceedings
for  condemnation  are  pending.

     15.1.2  "Date  of  Taking"  means  the  date the Condemnor has the right to
possession  of  the  property  being  condemned.

     15.1.3 "Award" Incans all compensation, sums, or anything of value awarded,
paid,  or  received  on  a  total  or  partial  Condemnation.

     15.1.4  "Condemnor"  means any public or quasi-public authority, or private
entity  or  individual,  having  the  power  of  Condemnation.
_     15.2  If  during  the  Term  there is any taking of all or any part of the
Premises  or
any  interest  in  this Lease by Condemnation, the rights and obligations of the
parties  shall
be  determined  pursuant  to  the  provisions  of  this  Article  15.

     15.3  If  the  Premises are totally taken by Condemnation, this Lease shall
terminate  on  the  Date  of  Taking.

     15.4  If the Premises are partially taken by Condemnation, this Lease shall
remain  in  effect,  except that Tenant can elect to terminate this Lease if the
remaining portion of the building or other improvements or the parking area that
are  a part of the Premises is rendered unsuitable for Tenant's continued use of
the Premises. If Tenant elects to terminate this Lease, Tenant must exercise its
right  to  terminate  by giving notice ("Termination Notice") to Landlord within
thirty  (30)  days  after  the nature and extent of the taking have been finally
determined.  The  Termination  Notice shall state the date of termination, which
date  shall not be earlier than thirty (30) days nor later than ninety (90) days
after  Tenant  has  notified  Landlord of its election to terminate (except that
this  Lease shall terminate on the Date of Taking if the Date of Taking falls on
a date before the date of termination as designated by Tenant in the Termination
Notice).  If  Tenant  does  not  terminate this Lease within the thirty (30) day
period  specified  above,  this  Lease  shall continue in full force and effect,
except  that Base Monthly Rent shall be reduced pursuant to Section 15.5. below.

     15.5 If any portion of the Premises (other than that portion consisting of
land
upon  which  no  buildings,  improvements, parking areas, driveways, walkways or
recreation areas are located, hereinafter referred to as "Excluded Premises") is
taken  by
Condemnation and this Lease remains in full force and effect, on the date of the
Award,
the Base Monthly Rent shall be reduced by an amount that is in the same ratio to
Base
Monthly  Rent  as  the  amount  that  the  Award bears to the total value of the
Premises
immediately  before  the  date  of  Award.

     15.6 If there is a partial taking of the Premises and this Lease remains in
full  force and effect, Landlord shall restore the Premises to the extent of the
proceeds  available  from  the  Award  or,  at  its option, shall make the Award
available  to Tenant for the Restoration thereof; provided, however, that if the
Award  is  not  sufficient to pay for Restoration, Landlord may elect to furnish
the  deficiency  or  Landlord  may  elect to terminate this Lease, at Landlord's
discretion, in which latter event, Tenant may elect to furnish the deficiency by
written  notice  to Landlord within ten (10) days following Landlord's notice to
Tenant of Landlord's election to terminate hereunder. Base Monthly Rent shall be
abated or reduced during the period from the Date of Taking until the completion
of  Restoration,  but  all  other  obligations  of Tenant under this Lease shall
remain in full force and effect. The abatement or reduction of Base Monthly Rent
shall  be  based on the extent to which the Restoration interferes with Tenant's
use of the Premises; provided, however, that in the event the Premises cannot be
fully  restored  after such Taking, the Base Monthly Rent due hereunder shall be
permanently  abated or reduced in accordance with the provisions of Section 15.5
hereof.







     16
'     15.7.  Notwithstanding  anything to the contrary set forth in this Article
15,  in  the
event  of any total or partial Condemnation of the Premises, Landlord shall have
the  right,
on written notice to Tenant, to elect to terminate this Lease and relieve Tenant
from  its
obligation  to  repair  or  restore  the  Premises  as well as any and all other
obligations
imposed  on  Tenant  hereunder,  other than those obligations which specifically
survive
termination  of  the  Lease.

     15.8     If  the  Lease  remains  in full force and effect after a total or
partial  Condemnation, the entire Award shall belong to and be paid to Landlord.
If  the  Lease  terminates  or  is terminated in accordance with this Article 15
after  a total or partial Condemnation, the Award shall belong to and be paid to
Landlord,  except  that  Tenant  shall receive from the Award any sum separately
awarded for relocation, plus any sum separately awarded to compensate Tenant for
the  value  of  any  of  Tenant's  personal  property  taken  by  the Condemnor.


                                   ARTICLE 16
                                   DESTRUCTION

     16.1     If during the Term the Premises or any part thereof are totally or
partially  destroyed  from  a  risk  required  to  be.  covered by the insurance
described  in  Article  14  of  this Lease, Tenant shall restore the Premises to
substantially the same condition as they were in immediately before destruction,
whether or not the insurance proceeds are sufficient to cover the actual cost of
Restoration.  Such  destruction  shall not terminate this Lease. If the existing
laws  do  not  permit  the  Restoration,  either  party can terminate this Lease
immediately  by  giving  notice to the other party in which case all proceeds of
insurance  payable by reason of such destruction shall belong to Landlord, other
than  any  proceeds  specifically  allocated  to  Tenant's  personal  property.

     16.2  If  during  the  Term the Premises or any part thereof are totally or
partially  destroyed  from  a  risk  not required to be covered by the insurance
described  in  Article  14  of  this Lease, Tenant shall restore the Premises to
substantially the same condition as they were in immediately before destruction.
Such  destruction  shall  not  terminate this Lease. If the existing laws do not
permit  the  Restoration,  either  party can terminate this Lease immediately by
giving  notice  to  the other party in which case, if the risk is covered by the
insurance  described  in  Article  14  of  this Lease, all proceeds of insurance
payable  by  reason of such destruction shall belong to Landlord, other than any
proceeds  specifically  allocated  to  Tenant's  personal  property.

     16.3     If  during  the  Term  any  portion of the Premises are damaged or
destroyed  from  a risk covered by the insurance described in Article 14 of this
Lease,  and  the  total  amount  of  loss  does  not exceed ten thousand dollars
($10,000),  Tenant  shall  make  the  loss adjustment with the insurance company
insuring  the  loss.  The proceeds shall be paid directly to Tenant for the sole
purpose  of  making  the Restoration of the Premises in accordance with Sections
16.8  et  seq.  of  this  Lease.


     16.4  If  during  the  Term  any  portion  of  the  Premises are damaged or
destroyed  from  a risk covered by the insurance described in Article 14 of this
Lease,  and  the  total amount of loss exceeds ten thousand dollars (,S 10,000),
Tenant  shall,  with  Landlord's  approval,  make  the  loss adjustment with the
insurance company insuring the loss, and on receipt of the proceeds, the parties
shall  immediately  pay  them  to a bank, savings and loan association, or other
person  or  company  furnishing  construction  disbursement  control  services
acceptable  to  Landlord  ("Insurance  Trustee")  to  act  as  insurance trustee
hereunder.

     16.5     All  sums  ("Trust  Funds")  deposited  with the Insurance Trustee
(including  insurance proceeds) shall be held for the following purposes and the
Insurance  Trustee  shall  have  the  following  powers  and  duties:

     16.5.1  The  Trust  Funds  shall  be  paid in installments by the Insurance
Trustee to the contractor retained by the Tenant as construction progresses, for
payment  of  the  cost of Restoration. A 10% retention fund shall be established
that  will  be  paid to the contractor on the last to occur of (i) completion of
Restoration,  (ii)  payment of all costs thereof, (iii) receipt of all necessary
governmental  inspection  approvals,  (iv)  expiration  of  all  applicable lien
periods,  and  (v)  proof that the Premises are free of all mechanics' liens and
lienable  claims.

     16.5.2  Payments  shall be made on presentation of certificates or vouchers
from  the  architect,  engineer,  or  other  inspection  agency  retained by the
Insurance Trustee or Tenant showing the amount due. If the Insurance Trustee, or
Landlord,  in  its  reasonable  discretion,  determines that the certificates or
vouchers  are  being improperly approved. either shall have the right to appoint
an  architect,  engineer,  or inspection agency to supervise construction and to
make  payments  only  on  certificates  or vouchers approved by such person. The
expenses and charges of the person retained by Landlord or the Insurance Trustee
shall  be  paid  out  of  the  Trust  funds.

     16.5.3 If after deposit by the parties of all sums required by this Article
16,  the sums held by the Insurance Trustee are not sufficient to pay the actual
cost  of  Restoration., Tenant and/or Landlord (as applicable) shall deposit the
amount  of the deficiency with the Insurance Trustee within seven (7) days after
request  by  the  Insurance  Trustee  indicating  the  amount of the deficiency.

     16.5.4  Insurance  proceeds  not  disbursed  by the Insurance Trustee after
Restoration  has  been  completed  and  final  payment has been made to Tenant's
contractor shall be delivered within seven (7) days (after demand made by either
party  on  the  Insurance  Trustee,  with  a  copy  to Landlord's Lender) by the
Insurance Trustee to Landlord's Lender and shall be applied by Landlord's Lender
to  reduce  the  balance  of  the  loan  held  by  the  Lender.

     .     16.5.5  Any  undisbursed  funds  remaining  after compliance with the
provisions  of  this Article 16 shall be delivered to Landlord. All actual costs
and  charges  of  the  Insurance  Trustee  shall  be  paid  by  Tenant.



     16.5.6  If  the Insurance Trustee resigns or for any reason is unwilling to
act  or  continue  to  act,  the  parties shall jointly substitute a new trustee
meeting  the  requirements of Section 16.5. above in the place of the designated
Insurance  Trustee.

     16.6  Landlord shall not be required to provide any funds to cover the cost
of  restoring  the  Premises.

     16.7  Promptly  following  the date that Tenant is obligated to restore the
Premises in accordance with this Section 16, Tenant at its cost shall prepare or
cause  to  be  prepared  by  a  licensed  architect and engineer final plans and
specifications  and  working  drawings  (collectively  "Plans")  complying  with
applicable  laws  that  will  be  necessary for Restoration of the Premises. The
Plans  shall be subject to approval by Landlord. Landlord shall have twenty (20)
days  after  receipt  of THE PLANS TO EITHER approve or disapprove the Plans and
return  them to Tenant. If Landlord disapproves the Plans, Landlord shall notify
Tenant  of  its  objections, and Tenant shall submit revised Plans responding to
Landlord's  objections.  The  process shall continue until Landlord has approved
the  Plans.  Any  unresolved  controversy  arising  out  of our relating to this
Section  16.8  shall  be  settled  by  arbitration  in  accordance  with  the
then-prevailing rules of the American Arbitration Association, and judgment upon
the  award  may  be  entered  in  any  Court having jurisdiction thereof. Tenant
acknowledges  that  the  Plans  shall  be subject to approval of the appropriate
government  bodies  and that they will be prepared in such a manner as to obtain
that  approval.

16.8     The  Restoration  shall  be  accomplished  as  follows:

     16.8.1  Tenant shall complete the Restoration as promptly as possible after
final Plans have been approved by Landlord and all appropriate government bodies
and  all  required permits have been obtained (subject to a reasonable extension
for  delays  resulting  from  causes  beyond  Tenant's  reasonable  control).

     16.8.2  Tenant shall retain a licensed general contractor that is bondable.
The  contractor  shall  be  required  to  carry  public  liability  and workers'
compensation  insurance,  and such other coverages as may be reasonably required
by  Landlord  or  its  Lender,  during  the  period  of  construction. Landlord,
Landlord's  Lender if required, and Tenant shall be named as additional insureds
on  the  contractor's  general  liability insurance policy. Such insurance shall
contain  a  waiver of subrogation clause in favor of Landlord, Landlord's Lender
if  required,  and  Tenant.  The contract for Restoration between Tenant and its
contractor  shall  be approved by Landlord, in advance, which approval shall not
be  unreasonably  withheld.  During  Restoration,  Tenant,  at its sole cost and
expense,  shall  take out a course of construction policy that includes Landlord
(and  Landlord's  Lender,  if required) as an insured. Such policy shall provide
for  "special  form"
peril's  coverage,  but  shall  exclude  earthquake,  in an amount sufficient to
protect  an  estimated amount to complete the Restoration, including transit and
installation  coverage.






Rent  or  any  other  sums required to be paid under this Lease when due no such
notice  and  opportunity  to  cure  shall  be  provided  to  Tenant.

     18.1.2  Abandonment,  except  for  emergencies, of the Facility (failure to
maintain  legally-required staff for the operation of the Facility for eight (8)
consecutive hours shall be an abandonment). Vacation of the Facility due TO ACTS
OF  GOD, NATURAL catastrophes, war, riot or other similar events beyond Tenant's
control  shall  not  be  deemed  an  abandonment.

     18.1.3  Tenant  fails  to  pay  its  debts as they become due, or admits in
writing  its  inability  to pay its debts, or makes a general assignment for the
benefit  of  creditors.

     18.1.4  Commencement  by  Tenant  of  any  case, proceeding or other action
seeking  reorganization,  arrangement,  adjustment,  liquidation, dissolution or
composition
of  it  or  its  debts  under  any  law  relating  to  bankruptcy,  insolvency,
reorganization  or  relief
of  debtors,  or  seeking appointment of a receiver, trustee, custodian or other
similar
official  for  it  or  for  all  or  any  substantial  part  of  its  property.

     18.1.5  Tenant  taking any corporate action to authorize any of the actions
set  forth  above.

'  18.1.6  Commencement  of  any case, proceeding or other action against Tenant
seeking  to  have  an  order for relief entered against it as debtor, or seeking
reorganization, arrangement, adjustment, liquidation, dissolution or composition
of  it  or  its  debts  under  any  law  relating  to  bankruptcy,  insolvency,
reorganization  or  relief  of  debtors,  or  seeking appointment of a receiver,
trustee,  custodian  or  other  similar  official  for  it  or  for  all  or any
substantial  part of its property, and such case, proceeding or other action (i)
results in the entry of an order for relief against it which is not fully stayed
within  seven  (7) business days after entry thereof or (ii) remains undismissed
for  a  period  of  thirty  (30)  days.

     18.1.7  Notwithstanding  any other provisions of this Lease, the failure of
Tenant  to  comply  with  any of the provisions of the Lease or any other act or
omission  by  Tenant  (whether occurring at the Facility or elsewhere) which, in
the  reasonable and good faith judgment of Landlord, places in imminent jeopardy
the  continued  licensing  of  the  Facility  as then currently licensed and if,
within  twenty-four  (24)  hours  after  written notice thereof from Landlord to
Tenant, Tenant shall not have either (i) cured such failure; or (ii) obtained an
injunction  or  other  order preventing revocation or suspension of licensing of
the  Facility  by  virtue  of such failure or alleged failure, or (iii) provided
Landlord  with assurances satisfactory to Landlord that the Facility will not be
subject  to  license  suspension  or  revocation  as a result of such failure or
alleged  failure.

     18.1.8  Notwithstanding  any  other  provisions  of  this Lease, a release,
generation  or  disposal  of  Hazardous Substances from the Premises or onto the
Premises,  except  in  accordance  with  law.






     18.1.9  Failure  by  Tenant  to  observe  or  perform  any other covenants,
conditions,  or  provisions  of this Lease to be observed or performed by Tenant
where such failure shall continue for a period of thirty (30) days after written
notice  (unless a shorter cure period is specifically provided for in this Lease
with  respect to such covenant, condition or provision) thereof from Landlord to
Tenant.  If  the  nature  of TENANT'S DEFAULT IS SUCH that more than thirty (30)
days  are  reasonably required for its cure (it being understood and agreed that
any default which can be cured with the payment of money can reasonably be cured
within  thirty (30) days), Tenant shall not be deemed to be in default if Tenant
commences such cure within said thirty (30) day period and thereafter diligently
prosecutes such cure to completion within the subsequent thirty (30) day period,
it  being  understood and agreed that Tenant shall not have more than sixty (60)
days  to  cure  any  such  default.

     18.2  Landlord  shall have the following remedies without further notice to
Tenant  if Tenant commits a default. These remedies are not exclusive and are in
addition  to  any other remedies provided hereunder or allowed at law or equity:

     18.2.1  Landlord  may  reenter  and  resume possession of the Facility, and
remove  Tenant  and Tenant's personal property therefrom, and declare all of the
Base  Monthly Rent due for the remaining Term of the Lease to be immediately due
and  payable  and  at  its  option  either  terminate  this  Lease  or,  without
terminating  it,  lease the Facility for the account of Tenant for the remainder
of  the  Term,  or  for such term or terms as Landlord shall see fit and recover
from  Tenant  all damages incurred by reason of such Event of Default, including
the  cost  of  repairs and alterations required as a result of Tenant's default,
future  unmitigated  lost  rents,  the  cost  of  recovering  the  Premises  and
Landlord's  reasonable  attorneys  fees.  Should  default  be made by Tenant, as
aforesaid,  Landlord  may,  on  the  other  hand,  should  it so desire, without
reentering  or  resuming possession of the Facility and without terminating this
Lease,  enforce,  by  all  proper  and  legal  suits and other means, its rights
hereunder, including the collection of Rent. Should it be necessary for Landlord
to  take any legal action hereunder, Tenant shall pay to Landlord all reasonable
attorneys'  fees  and  all  other  costs  and  expenses  incurred by Landlord in
connection  with such action. Landlord may, in its sole and absolute discretion,
elect  to  have  a receiver appointed to effect any of the remedies set forth in
this  Section  18.2.  If  a  receiver  is  appointed,  Tenant shall pay, without
limitation, all the associated direct and indirect costs of such appointment and
such  receiver

     18.2.2 If Landlord elects to relet the Facility as provided in this Section
18.2, Rent that Landlord receives from reletting shall be applied to the payment
of:  First,  any  indebtedness  from Tenant to Landlord other than Rent due from
Tenant;  second,  all  costs, including for maintenance, incurred by Landlord in
reletting;  and third, Rent due and unpaid under this Lease. After deducting the
payments  referred  to  in  this  paragraph,  any  suns  remaining from the Rent
Landlord  receives  from  reletting  shall  be  held  by Landlord and applied in
payment  of  future Rent as Rent becomes due under this Lease. In no event shall
Tenant  be  entitled  to  any  excess  Rent  received  by  Landlord.











     16.8.3  Tenant  shall notify Landlord of the scheduled date of commencement
of  the  Restoration  at  least  ten  (10)  days  before  commencement  of  the
Restoration.  The  contractor retained by Tenant shall not commence construction
until  a  performance  bond  and  a  labor and material payment bond in the full
amount of the cost of Restoration have been delivered to Landlord and Landlord's
Lender,  if  required,  to  insure  completion  of  the  construction.

     16.8:4  Tenant shall accomplish the Restoration in a manner that will cause
the  least  inconvenience,  annoyance,  and  disruption  to  the  Premises.

     16.8.5  Prior  to  commencement of construction of the Restoration and upon
completion  of  the  Restoration,  Tenant  shall  immediately  furnish  Landlord
evidence  satisfactory  to  Landlord  that  the  Restoration  complies  with all
applicable  statutes,  ordinances,  codes  and  law  and  that all necessary and
applicable  permits  and  approvals  have  been  obtained  for  the Restoration.

     16.8.6  The  Restoration  shall  not  be commenced until sums sufficient to
cover  the  cost  of  Restoration  are  placed  with  the  Insurance  Trustee.

     16.9  In case of damage or destruction to the Premises or any part thereof,
there  shall  be  no  abatement  or  reduction  of  Rent.
     16.10 The provisions of this Article 16 assume that the insurance proceeds,
in  the  event  of  an insurable loss, are made available to the parties for the
purpose  of  Restoration of the Premises. In the event that Landlord's Lender(s)
refuse(s)  to  make the proceeds available for such purpose, having the right to
do  so,  and/or  as  a  condition of malting the proceeds available alter(s) the
terms  of any obligations secured by encumbrance(s) affecting the Premises so as
to  materially  change  the  cost  of or the manner in which such obligation(s )
is/are to be paid or discharged, Landlord shall have the right to terminate this
Lease  by  giving  notice  to  Tenant  not  later  than  thirty  (30) days after
determination  of  such  condition(s).

     16.11  Notwithstanding  anything  to the contrary set forth in this Article
16, in the event of any damage to or destruction of the Premises, Landlord shall
have  the  right,  on written notice to Tenant, to elect to terminate this Lease
and relieve Tenant from its obligation to repair or restore the Premises as well
as  any  and all other obligations imposed on Tenant hereunder, other than those
obligations  which  specifically survive. termination of the Lease. In the event
Landlord  exercises  its  rights  under this Section i6.1?. all o_ the insurance
proceeds  payable  as  a  result  of such damage and destruction said be paid by
Tenant  to  Landlord concurrently with, or as a condition to, the termination of
this  Lease,  it  being understood and agreed that the Lease shall not terminate
unless  and  until  such  proceeds  have  been  paid  to  Landlord  by  Tenant.














SUCH  PERSON,  (II) ALL OF THE TERMS AND CONDITIONS OF SUCH OFFER, AND (III) THE
ADEQUATE  ASSURANCE  TO  BE  PROVIDED  LANDLORD  TO ASSURE SUCH PERSON'S FURTHER
PERFORMANCE  UNDER  THE  LEASE,  INCLUDING,  WITHOUT  LIMITATION,  THE ASSURANCE
REFERRED  TO  IN  SECTION 365(F)(3)(B) OF THE BANKRUPTCY CODE, SHALL BE GIVEN TO
LANDLORD  BY  TENANT NO LATER THAN TWENTY (20) DAYS AFTER RECEIPT BY TENANT, BUT
IN  ANY  EVENT  NO  LATER THAN TEN (10) DAYS PRIOR TO THE DATE THAT TENANT SHALL
MAKE APPLICATION TO A COURT OF COMPETENT JURISDICTION FOR AUTHORITY AND APPROVAL
TO  ENTER INTO SUCH ASSIGNMENT AND ASSUMPTION, AND LANDLORD SHALL THEREUPON HAVE
THE  PRIOR  RIGHT  AND  OPTION, TO BE EXERCISED BY NOTICE TO TENANT GIVEN AT ANY
TIME  PRIOR TO THE LEASE TERMINATION DATE OF SUCH PROPOSED ASSIGNMENT, TO ACCEPT
AN  ASSIGNMENT OF THIS LEASE UPON THE SAME TERMS AND CONDITIONS AND FOR THE SAME
CONSIDERATION,  IF  ANY,  AS  THE  BONA FIDE OFFER MADE BY SUCH PERSON, LESS ANY
BROKERAGE  COMMISSIONS  WHICH MAY BE PAYABLE OUT OF THE CONSIDERATION TO BE PAID
BY  SUCH  PERSON  FOR  THE  ASSIGNMENT  OF  THIS  LEASE.

     17.10.3     ANY  PERSON  OR ENTITY TO WHICH THIS LEASE IS ASSIGNED PURSUANT
TO  THE PROVISIONS OF THE BANKRUPTCY CODE SHALL BE DEEMED WITHOUT FURTHER ACT OR
DEED  TO  HAVE  ASSUMED  ALL  OF THE OBLIGATIONS ARISING UNDER THIS LEASE ON AND
AFTER  THE  DATE OF SUCH ASSIGNMENT. ANY SUCH ASSIGNEE SHALL UPON DEMAND EXECUTE
AND  DELIVER  TO  LANDLORD  AN  INSTRUMENT  CONFIRMING  SUCH  ASSUMPTION.

     17.11  TENANT  IMMEDIATELY AND IRREVOCABLY ASSIGNS TO LANDLORD, AS SECURITY
FOR  TENANT'S  OBLIGATIONS  UNDER  THIS  LEASE,  ALL  PAYMENTS  OF RENT FROM ANY
SUBLETTING  OF ALL OR PART OF THE PREMISES AS PERMITTED BY THIS LEASE. LANDLORD,
AS  SUCCESSOR  AND  AS  ATTORNEY-IN-FACT  FOR  TENANT,  OR A RECEIVER FOR TENANT
APPOINTED  ON  LANDLORD'S APPLICATION, MAY COLLECT SUCH RENT AND APPLY IT TOWARD
TENANT'S  OBLIGATIONS  UNDER THIS LEASE. HOWEVER, UNTIL THE OCCURRENCE OF AN ACT
OF  DEFAULT OF TENANT, TENANT SHALL HAVE THE RIGHT TO COLLECT SUCH RENT. NOTHING
HEREIN  IS  INTENDED  TO  ABROGATE  OR  AFFECT  THE  PROVISIONS OF SECTION 17.8.

     17.12  FOLLOWING  THE  CONSENT  TO  AN ASSIGNMENT, ENCUMBRANCE, TRANSFER OR
SUBLEASE,  LANDLORD  MAY,  BUT  SHALL NOT BE OBLIGATED TO, CONSENT TO SUBSEQUENT
ASSIGNMENTS,  ENCUMBRANCES,  TRANSFERS  OR  SUBLEASES  OF  THE  SUBLEASE  OR ANY
AMENDMENTS  OR  MODIFICATIONS  THERETO  WITHOUT  NOTIFYING  TENANT, OR ANY OTHER
PERSONS LIABLE ON THE LEASE OR ANY SUBLEASE AND WITHOUT OBTAINING THEIR CONSENT,
AND  SUCH  ACTION SHALL NOT RELIEVE SUCH PERSONS FROM LIABILITY UNDER THIS LEASE
OR  ANY  SUBLEASE.

                                   ARTICLE 18
                               DEFAULTS; REMEDIES

     18.1     The  OCCURRENCE  OF  ANY ONE or more of the FOLLOWING EVENTS SHALL
CONSTITUTE  A  DEFAULT  AND  BREACH  OF  THIS  LEASE  BY  TENANT:

     18.1.1 FAILURE TO PAY RENT or any other sums required to be paid under this
Lease when any such failure continues for more than seven (7) DAYS AFTER WRITTEN
NOTICE  of  such  failure is delivered by Landlord to Tenant; provided, however,
that  from and after the failure of Tenant on more than two occasions in any one
Lease  Year  to  pay
17.5     [intentionally  left  blank]

     17.6  The  consent  by  Landlord  to  any  assignment or sublease shall not
release  Tenant  from  its  and  their obligations under this Lease or ALTER THE
PRIMARY  LIABILITY  OF Tenant to pay the Rent and perform and comply with all of
the  obligations  of  Tenant  to  be  performed  under  this  Lease.

     17.7  If  Tenant  requests  Landlord to consent to a proposed assignment or
sublease,  Tenant  shall  pay  to Landlord (whether or not consent is ultimately
given)  a reasonable sum not exceeding one-half of one month's then-current Base
Monthly  Rent  on  account  of Landlord's costs, expenses and attorneys' fees in
connection  with  such  request.

     17.8  No  interest  of  Tenant  in  this  Lease  shall  be  assignable  by
involuntarily  or  by  operation  of  law.  Each  of the following acts shall be
considered  an  involuntary  assignment:

     17.8.1  If  Tenant is or becomes bankrupt or insolvent, makes an assignment
for  the  benefit  of creditors, or institutes a proceeding under the Bankruptcy
Code  in  which  Tenant  is  the  debtor:

s
     17.8.2  If  a  writ  of  attachment  or  execution is levied on this Lease;

     17.8.3  If,  in  any  proceeding  or  action  to which Tenant is a party, a
receiver  is  appointed  with  authority  to  take  possession  of the Premises.

     17.9     An  involuntary  assignment  shall  constitute a default by Tenant
under  this  Lease  and Landlord shall have the right to elect to terminate this
Lease, in which case this Lease shall not be treated as an asset of Tenant. If a
writ  of  attachment  or  execution  is  levied on this Lease, Tenant shall have
thirty  (30)  days  in which to cause the attachment or execution to be removed.

17.10     Bankruptcy:

     17.10.1     If  this  Lease is assigned to any person or entity pursuant to
the  provisions  of  the  Bankruptcy  Code,  I1  U.S.C. Section 101 et seq. (the
"Bankruptcy  Code");  any  and  all  monies  or  other  consideration payable or
otherwise  to  be  delivered in connection with such assignment snail be paid or
d-livered  to  Landlord,  shall be and remain the exclusive property of Landlord
and  shall  not  constitute property of Tenant or of the estate of Tenant within
the  meaning  of  the  Bankruptcy  Code.

     17.10.2     If  Tenant  assumes  this Lease and proposes to assign the same
pursuant  to  the  provisions of the Bankruptcy Code to any person or entity who
shall have made a bona fide offer to accept an assignment of this Lease on terms
acceptable  to Tenant, then notice of such proposed assignment setting forth (i)
the  name  and  address  of







     ARTICLE  17
ASSIGNMENT  AND  SUBLETTING

     17.1  Tenant shall not voluntarily assign or otherwise transfer or encumber
its  interest  in  this  Lease or in the Premises, including but not limited to,
ENTERING  INTO  A  management  agreement  or contract with anyone to operate the
Facility  (collectively  an  "assignment"),  or  sublease all or any part of the
Premises  or  allow any other person or entity (except Tenant's agents, invitees
and  patients)  to occupy or use all of any part of the Premises (collectively a
"sublease")Any  such  assignment,  encumbrance,  transfer  or  sublease without
Landlord's  written consent shall be voidable and, at Landlord's election, shall
constitute  a  default  under  this  Lease.  No  consent to any such assignment,
encumbrance  transfer  or  sublease  shall  constitute  consent  to  any  future
assignment,  encumbrance,  transfer  or  sublease  or  a  further  waiver of the
PROVISIONS  OF  THIS ARTICLE 17. If Tenant is a partnership or limited liability
company, a withdrawal or change, voluntary, involuntary, or by operation of law,
of  a  partner  or  partners  or  member  or  members  owning 50% or more of the
partnership  or limited liability company, or the dissolution of the partnership
or  limited  liability  company,  shall  be  deemed  a  voluntary  assignment or
transfer.  If  Tenant  consists of more than one person, a purported assignment,
voluntary,  involuntary, or by operation of law, from a majority of such persons
to the others shall be deemed a voluntary assignment or transfer. If Tenant is a
corporation  or  limited  liability  company.  any  dissolution,  merger,
consolidation,  or other reorganization of Tenant, as applicable, or the sale or
other  transfer of a controlling percentage of the capital stock or other equity
interests  of Tenant, or the sale of 50 io of the value of the assets of Tenant,
shall  be  deemed  a  voluntary  assignment or transfer. The phrase "controlling
percentage"  means  the ownership of; and the right to vote, stock possessing at
least  51% of the total combined voting power of all classes of Tenant's capital
stock  or  other  equity interests issued; outstanding, and entitled to vote for
the  election  of  directors  or  managing  members.

17.2     Notwithstanding  anything  to the contrary contained herein, Landlord's
acceptance  of  rent  from  any  person or entity other than Tenant shall not be
deemed,  in and of itself, to be a waiver of any of the provisions of this Lease
or  a  consent  to  an  assignment  or  subletting.
     17.3     No  sublease  entered into by Tenant shall be effective unless and
until  it  has  been  approved  in  writing  by  Landlord.  In entering into any
sublease,  Tenant  shall  use  only  such form of sublease as is satisfactory to
Landlord,  and  once approved by Landlord, such sublease shall not be changed or
modified  without  Landlord's  prior  written  consent.

     17.4  Any  assignee  or  sublessee  shall,  by  reason  of entering into an
assignment  or  sublease  under  this  Lease shall be deemed, for the benefit of
Landlord,  to  have assumed and agreed to conform and comply with each and every
obligation  under  tills  Lease  to  be  performed  by  Tenant  other  than such
obligations  as  are contrary to or inconsistent with provisions contained in an
assignment  or  sublease  to  which Landlord has expressly consented in writing.








     18.2.3  In the event of a default under Section 18.1.8 above, Landlord may,
in  addition  to  all  other  remedies  which  it may pursue, elect to shut down
Tenant's operations and require cleanup of the contamination at Tenant's expense
while still enforcing the remaining terms of this Lease. In such event, Landlord
shall have no liability to Tenant for any damages arising out of the shutdown of
operation. If Landlord elects to terminate the Lease on account of such default,
Landlord  shall be entitled to collect as an item of its damages the cost of the
cleanup  of  the  contamination.

     18.2.4  Landlord,  at any time after Tenant commits a default, can cure the
default  at  Tenant's  cost.  If  Landlord  at  any  time, by reason of Tenant's
default,  pays any sum or does any act that requires the payment of any sum, the
sum  paid  by  Landlord  shall be due immediately from Tenant to Landlord at the
time  the sum is paid, and if repaid at a later date, shall bear interest at the
maximum  rate  permitted  by  law,  or  if no maximum rate applies, then 18% per
annum, from the date the sum is paid by Landlord until Landlord is reimbursed by
Tenant.

     18.2.5 Should Landlord require Tenant to deliver possession of the Facility
to  Landlord  or to another assisted living facility operator following a breach
of  the  Lease  by Tenant, Tenant agrees to fully cooperate with Landlord and/or
such  Landlord  in  effecting a transition in the operation of the Facility that
will  least  disrupt the continuing operation and the comfort and welfare of the
patients.  Such  cooperation  shall  include,  to the extent deemed necessary by
Landlord  and  permitted  under  applicable  law,  permission by Tenant for such
Landlord (i) to operate for its own account under Tenant's license pursuant to a
management  agreement  until  a  new  license  is  obtained.

     18.3     If  Landlord  is  in  default  of this Lease, and as a consequence
Tenant,  recovers  a  money  judgment  against  Landlord,  the judgment shall be
satisfied only out of (i) the proceeds of sale received by voluntary sale of, or
on  execution of the judgment against, the right, title and interest of Landlord
in  the  Facility  or  (ii) Rent or other income from the Facility receivable by
Landlord.  Neither  Landlord  nor  any of the partners or members comprising any
partnership  designated  as  Landlord  nor  any  of  the  members of any limited
liability  company designated as Landlord (including, in the case of a corporate
partner  or  member,  the shareholders, directors and officers thereof) shall be
personally  liable  for  any  deficiency.


















                                   ARTICLE 19
                                      SIGNS

     Subject to Landlord's prior written approval, Tenant at its cost shall have
the  right  to  place, construct, and maintain on the Premises one or more signs
advertising  its business at the Premises. Any sign that Tenant has the right to
place,  construct,  and  maintain  shall  comply  with  all  laws,  ordinances,
regulations  and  covenants, conditions and restrictions affecting the Premises,
and  Tenant  shall  obtain  any  approval  required  thereby.  Landlord makes no
representation  with  respect  to Tenant's ability to obtain such approval. Upon
the  expiration or sooner termination of this Lease, Tenant shall; at the option
of  Landlord,  either remove any signs erected by Tenant and repair the Premises
to the same condition it was in prior to the installation or construction of the
sign(s), or leave such signs in place for Landlord's benefit. Upon expiration or
termination  of  this  Lease,  Tenant hereby consents to the use by Landlord, at
Landlord's  election,  of  the  name of the Facility and Tenant hereby presently
assigns  to  Landlord the right, title and interest of Tenant in the name of the
Facility;  provided  that  as  long as Tenant is not in default hereunder and/or
until the expiration or termination of this Lease, Landlord consents to Tenant's
use  of said name and signs for the benefit of the Facility. Said name shall not
be  changed  without  Landlord's  prior  written  consent.

ARTICLE  20
     RIGHT  OF  ENTRY  R

     20.1     Landlord  and  its authorized representatives shall have the right
to  enter  the  Premises  at  any  time  in  order  to:

     20.1.1  Determine  whether  the  Facility  is in good condition and whether
Tenant  is  complying  with  its  obligations  under  this  Lease;

     20.1.2  Do  any  necessary  maintenance  and to make any Restoration to the
Premises  that  Landlord  has  the  right or may have the obligation to perform;
provided,  that  nothing  herein contained shall constitute an obligation on the
part  of  Landlord  or  its designated representative to maintain or restore the
Premises  or  any  part  thereof;

     20.1.3  Serve,  post,  or keep posted any notices required or allowed under
the  provisions  of  this  Lease  or  applicable  law;

     20.1.4  Post "for rent" or "for lease" signs during the last six (6) months
of  the  Term,  or  during  any  period  while  Tenant  is  in  default;  and

     20.1.5  Show  the Premises to prospective brokers, agents, buyers, tenants,
lender,  or  persons  interested  in  an  exchange, at any time during the Term.
     20.2  Landlord  shall  not  be  liable in any manner for any inconvenience,
     disturbance,  loss  of  business,  nuisance, or other damage arising out of
Landlord's  entry

on the Premises as provided in this Article 20, except damage resulting from the
gross  negligence or intentional acts or omissions of Landlord or its authorized
representatives.

     20.3     Tenant  shall not be entitled to an abatement or reduction of Rent
or  any  part  thereof if Landlord exercises any rights reserved in this Article
20.  Landlord  shall  conduct  its activities on the Premises as allowed in this
Article  20  in  a manner that will cause as little inconvenience, annoyance, or
disturbance  to  Tenant  as  reasonably  practicable.

                                   ARTICLE 21
                  SUBORDINATION; COMPLIANCE WITH ENCUMBRANCES;
                             ESTOPPEL; CERTIFICATION

     21.1     This  Lease  is and shall be subordinate to any Encumbrance now or
hereafter  recorded  affecting  all  or  any  part of the Premises including all
advances  made  or  to  be  made  thereunder,  and  all  renewals, replacements,
consolidations  and  extensions thereof. Such subordination is effective without
any  further  act  of  Tenant.  Tenant  shall  from  time to time, on request of
Landlord,  execute and deliver any documents or instruments that may be required
by  a  Lender  to  effectuate  any subordination. If Tenant fails to execute and
deliver  any  such  documents or instruments, Tenant irrevocably constitutes and
appoints  Landlord  as  Tenant's special attorney-in-fact to execute and deliver
any  such  documents  or  instruments.

     21.2 Notwithstanding the above, if a Lender requires that Tenant execute an
agreement  confirming  that  this  Lease is subordinate to any such Encumbrance,
Tenant  shall  execute  the same on the condition that Landlord obtains from the
Lender  a  written  agreement  providing,  substantially, that as long as Tenant
performs its obligations under this Lease, no foreclosure of, deed given in lieu
of  foreclosure  of,  or sale under the Encumbrance shall affect Tenant's rights
under  this  Lease.  Landlord  shall  further use its best efforts to secure the
consent  of such Lender to include in such agreement language to the effect that
the  provisions  of  this  Lease concerning disposition of insurance proceeds on
damage or destruction of Premises, and disposition of condemnation awards, shall
prevail  over  any  conflicting  provisions  in  the  Encumbrance.

     21.3  Tenant  shall  attorn to any purchaser at any foreclosure sale, or to
any  grantee  or transferee designated in any deed given in lieu of foreclosure.
Tenant  shall execute upon demand any and all documents required by Lender(s) to
accomplish  the  purpose  of  this  Article  21.

     21.4 Tenant, within ten (10) days after notice from Landlord, shall execute
and deliver to Landlord a certificate in recordable form stating that this Lease
is  unmodified  and  in  full  force  and effect, or in full force and effect as
modified,  and  stating  the modifications. The certificate also shall state the
amount of Base Monthly Rent then applicable, the dates to which the Base Monthly
Rent has been paid in advance, and the amount of any security deposit or prepaid
Rent  and  whether  or  not  there  is then outstanding any default or Events of
Default  hereunder  and,  if  so,  specifying the nature thereof. The failure of
Tenant  to  deliver  the certificate within the ten (10) day period provided for
herein  shall  be  conclusive  upon  Tenant that this Lease is in full force and
effect  and  has not been modified, that no Base Monthly Rent other than for the
current  month  has  been  paid  in advance, that the security deposit is in the
amount  set  forth  in  the  Lease and that there is not other prepaid Rent, all
except as may be represented otherwise by Landlord in the certificate. If Tenant
fails  to  deliver  the  certificate within the ten (10) day period provided for
herein,  Tenant  irrevocably  constitutes  and  appoints Landlord as its special
attorney-in-fact  to  execute  and  deliver  the certificate to any third party.

1.5  Notwithstanding  any  other  provisions  of  this  Lease  contained  to the
contrary;  with  respect  to  any  Encumbrance  secured  by the Premises and the
obligations  of Landlord thereunder and provided Landlord has notified Tenant in
writing with respect to the existence and substance thereof. Tenant shall at all
times  and  in all respects fully, timely and faithfully comply with and observe
each and all of the conditions, covenants and provisions required on the part of
the  LANDLORD AND OF WHICH TENANT HAS received notice under any such Encumbrance
(including  any  renewals,  modifications,  extensions,  replacements  and/or
consolidations  thereof of which Tenant has received notice) to which this Lease
is  subordinate  or  to which it later may become subordinate, including without
limitation,  such  conditions, covenants and provisions thereof as relate to the
care, maintenance, repair, insurance, restoration, preservation and condemnation
of  the  Premises. In addition, Tenant agrees that Tenant shall not do or permit
to  be  done.  , anything which would constitute a breach or a default under any
obligation of Landlord under any such Encumbrance, it being the intention hereof
that  Tenant  shall  so  comply with and observe each and all of such covenants,
conditions  and  provisions of any such Encumbrance so that it will at all times
be  in  good  standing  and  there  will  not be any, default on the part of the
Landlord  thereunder.  However,  nothing  contained  in  this - section shall be
construed  to  require  Tenant  to pay any part of the principal or interest due
under  any  such  Encumbrance  or  to  change  the use of the Facility from that
described  in  Article  8  hereof.
     ARTICLE  22
          WAR
          22.1  No  delay  or omission in the exercise of any right or remedy of
Landlord  upon  any  default  by  Tenant shall impair such right or remedy or be
construed  as  a  waiver.
          22.2  The receipt and acceptance by Landlord of delinquent Rent or any
other amounts due hereunder shall not constitute a waiver of such default or any
other  default  or  a  waiver  to  demand  timely  performance  in  the  future.
          22.3  No act or conduct of Landlord including, without limitation, the
acceptance  of  the  keys to the Premises, shall constitute an acceptance of the
surrender  of  the  Premises by Tenant before the expiration of the Term. Only a
written  notice  from  Landlord  to  Tenant  shall  constitute acceptance of the
surrender  of  the  Premises  and  accomplish  a  termination  of  the  Lease.

      22.4  Either  party's  consent  to  or  approval  of  any act by the other
requiring  such  party's  consent  or  approval  shall not be deemed to waive or
render  unnecessary such party's consent to or approval of any subsequent act by
the  other.
     22.5 Any waiver by Landlord or Tenant of any default must be in writing and
shall  not  be  a  waiver  of any other default concerning the same or any other
provision  of  the  Lease.

     22.6  In  the  event Tenant defaults under any provisions of this Lease and
Landlord  elects  to  reenter  and  resume possession of the Premises and remove
Tenant  therefrom,  Tenant hereby waives the notice to vacate prior to filing an
eviction  suit.

                                   ARTICLE 23
                          SALE OR TRANSFER OF PREMISES

     If  Landlord  sells  or transfers the Facility or any interests therein, at
the option of Landlord to be exercised in its sole and absolute discretion, this
Lease  shall  terminate  and  whether or not this Lease terminates, Landlord, on
consummation  of  the  sale  or  transfer,  shall be released from any liability
thereafter  accruing  under  this  Lease.


                                   ARTICLE 24
                 FINANCIAL STATEMENTS AND OPERATING INFORMATION

     23.1     During  the  Term of this Lease, Tenant shall provide Landlord, or
cause  to  be  provided to Landlord, a copy of Tenant's true and complete income
statement  prepared  in accordance with generally accepted accounting principles
and  certified  as  true  and  correct  by  Tenant, reflecting operations at the
Premises  for  each month falling within the Term of this Lease and on a year to
date  basis  and  a  balance  sheet as of the end of each month prepared in like
manner  for the Premises, which statements shall be delivered to Landlord within
thirty  (20)  days  following  the  expiration  of  each month. With each of the
foregoing  income  statements  and  balance sheets furnished, statements of cash
flow  and  occupancy  reports  for  the  same  periods shall also be provided to
Landlord.

     23.2  During  the  Term of this Lease, Tenant shall furnish to Landlord, or
cause  to-be  furnished  to Landlord, promptly upon receipt by Tenant, copies of
all  licenses, surveys and inspection reports relating to the Facility, together
with copies of all correspondence received by Tenant from any and all regulatory
authorities  having  cognizance  or  authority  over operations at the Facility,
including  but  not  limited  to the Department of Social Services. Tenant shall
also  furnish  to  Landlord, or cause to be furnished to Landlord, copies of all
plans of correction to be submitted to any such agency prior to such submission.
Tenant  shall insure that Landlord is immediately notified each time a survey or
inspection  of the Facility is commenced by any regulatory body or authority and
in  the  event,  as a result of any such survey or inspection, Tenant is advised
that  the  applicable regulatory body or authority intends to take any action to
revoke,  rescind  or  not  renew  the  Facility's  license.



ARTICLE  25  LICENSING

25.1     Tenant  shall  maintain  at  all  time  during  the term hereof and any
extensions  or  holdover  period  all  governmental  licenses,  permits  and
authorizations  necessary  for  the  establishment and operation of the Licensed
Facility  in  the  city,  county and state in which the Facility is located, and
shall  qualify and comply with all applicable laws as they may from lime to time
exist. Tenant shall not, without the prior written consent of Landlord (which it
agrees  not to unreasonably withhold), effect any change in the license category
or status of the Facility or any part thereof or reduce the licensed capacity of
the  Facility  whether  temporarily  or  permanently.

     25.2 Nothing in this Lease shall be construed as granting Tenant any right,
title  or  interest in or to the beds/units which are located at the Facility or
granting  Tenant  any  right to move the beds/units to another facility owned or
operated  by  Tenant,  it  being  understood and agreed that Tenant's only right
hereunder  is  to  operate  the  Facility during the Term hereof as the Licensed
operator  in  accordance  with  the  terms  hereof.

     25.3     Landlord  will  not  do  anything  so as to cause the licenses and
permits  for  the  Facility  to  be  invalidated. Tenant shall cause any special
staffing  requirements  imposed  as  a  condition to maintaining any licenses or
other  permits  to  be  met.

ARTICLE  26
SURRENDER  F  PREMISES;  HOLDING  OVER

     26.1     On  the  earlier  to occur of the expiration of the Term hereof or
ten  (10)  days  after sooner termination of the Term, Tenant shall surrender to
Landlord  the  Facility,  including,  without  limitation, any and all patients,
patient records, and any and all documents of every kind whatsoever necessary to
enable  Landlord to continue operation and including at least a fifteen (15) day
supply  of  necessary  inventory  and  operational  items, in good condition and
repair (except for ordinary wear and tear and insured casualty), and fit for use
by Landlord as the Licensed Facility and Tenant shall thereafter comply with the
operations  transfer  provision  set  forth  in  Exhibit  C  hereto.

     26.2     If  Tenant  fails  to  surrender the Facility as required by- this
Article  26, Tenant shall hold Landlord harmless from all damages resulting from
Tenant's  failure  to  surrender  the  Facility,  including, without limitation,
claims  made by a succeeding tenant resulting from Tenant's failure to surrender
the  Facility.

     26.3     If  Tenant  fails  to  surrender  the Facility as required by this
Article  26,  Tenant  shall be deemed to be a tenant at sufferance on a month to
month  basis  and the Base Monthly Rent for such month-to-month tenancy shall be
One  Hundred  Thousand and no/100 Dollars (S100,000) plus an amount equal to any
damages  suffered  by  Landlord  as  a  result  of  Tenant's wrongful failure to
surrender  the  Facility  it  being  understood  and agreed that nothing in this
Article  26 shall be construed as giving Tenant any right to hold over after the
expiration  or  earlier  termination  of  the  Lease.
     26.4  Tenant  shall  fully  cooperate with Landlord in turning the Facility
over  to Landlord so as to assure to Landlord and patients uninterrupted patient
care.

                                   ARTICLE. 27
                         PRESERVATION OF PATIENT RECORDS

     Tenant  shall  preserve  all  patient  charts  and  records  as required by
applicable  law and deliver them to Landlord on expiration or sooner termination
of  this  Lease.

ARTICLE  28
PATIENT  CARE;  CENSUS

     28.1     Tenant  shall  take all steps appropriate to maintain a high level
of  quality  patient  care, and to promote and maintain a high patient census at
the  Facility  consistent with law and ethical standards governing the operation
of  assisted  living  facilities.  Except as otherwise permitted by law-, Tenant
shall  not  transfer  patients from the Facility except for non payment of stay,
reasons  of health, family request and/or convenience or request of the patient,
and  shall  not  transfer  patients  to  another facility or facilities owned or
operated  directly or indirectly by Tenant, or in which Tenant has any interest,
except  in cases where. an alternative facility is not available, or pursuant to
a  request  by  the  patient  or  family.

                                   ARTICLE 29
                                  MISCELLANEOUS

29.1     Time  is  of  the  essence  of  each  provision  of  this  Lease.

     29.2  Each  party  represents  that  it  has not had dealings with any real
estate  broker,  finder,  or  other  person,  with  respect to this Lease in any
manner.  Each  party  shall  hold  harmless  the  other  party  from all damages
resulting  from  any  misrepresentations  hereunder.

     29.3     All  exhibits  referred  to  are  attached  to  this  Lease  and
incorporated  by  reference.

     29.4     All  provisions,  whether  covenants  or conditions on the part of
Tenant,  shall  be  deemed  to  be  both  covenants  and  conditions.

29.  5     This Lease contains all the agreements of the parties with respect to
the  subject matter hereof and cannot be amended or modified except by a written
agreement  signed  by  Landlord  and  Tenant.










     29.6  Any  notice, demand, request, consent, approval or communication that
either  party  desires  or  is  required to give to the other party or any other
person shall be in writing and either served personally or sent by registered or
certified  United  States  mail,  or  by  overnight  courier  or  by  facsimile
transmission.  Any  notice,  demand, request, consent, approval or communication
that  either  party  desires  or is required to give to the other party shall be
addressed  to  the other party at the address appearing on the signature page of
this  Lease. Either party may change its address by notifying the other party of
the  change  of  address.  Notice  shall be deemed communicated within three (3)
business  days  from  the time of deposit in the United States mail if mailed as
provided  in  this section, or upon delivery or refusal of delivery if delivered
personally  or  by  overnight  courier  or  by  facsimile.

     29.7 In the event of default hereunder by either party, and the other party
engages  an  attorney  to  prepare  a  notice  or  notices  and/or  to otherwise
communicate  with  the defaulting party, the defaulting party shall be liable to
the  other  party  for  its  reasonable  attorneys' fees incurred by it for such
services.

     29.8     If  any  party  brings  an  action  or  proceeding  to  enforce or
interpret the terms hereof or declare rights hereunder, the prevailing party (as
hereinafter defined) in any such proceeding, action, or appeal thereon, shall be
entitled  to  reasonable  attorneys'  fees. Such fees may be awarded in the same
suit  or  recovered in a separate suit, whether or not such action or proceeding
is  pursued  to decision or judgment. The term "prevailing party" shall include,
without  limitation,  a  party  who  substantially obtains or defeats the relief
sought,  as the case may be, whether by compromise, settlement, judgment, or the
abandonment by the other party of its claim or defense. The attorneys' fee award
shall  not  be  computed in accordance with any court fee schedule, but shall be
such  as  to  fully  reimburse all attorneys' fees reasonably incurred. Landlord
shall  be  entitled  to  attorneys'  fees,  costs  and  expenses incurred in the
preparation  and  service  of notices of default and consultations in connection
therewith, whether or not a legal action is subsequently commenced in connection
with  such  default  or  resulting  breach.  If  either  party or its authorized
representatives  ("Passive  Party") becomes a party to any litigation concerning
the  Lease  or the Facility, by reason of any act or omission of the other party
or  its  authorized  representatives  ("Active  Party")  and  not  by any act or
omission  of  the  Passive  Party  or  any  act  or  omission  of its authorized
representatives,  the  Active  Party  shall  be  liable to the Passive Party for
reasonable attorneys' fees and court costs incurred by the Passive Party in that
litigation.

     29.9 This document shall, in all respects, be governed by the laws of the
state  in which the Facility is located applicable to agreements executed and to
be  wholly  performed  within  such  state.  Nothing  contained  herein shall be
construed  so  as  to  require  the  commission  of any act contrary to law, and
wherever  there  is  any conflict between any provision contained herein and any
present  or  future  statute, law, ordinance or regulation contrary to which the
parties  have  no  legal  right  to  contract, the latter shall prevail, but the
provision of this Lease which is affected shall be curtailed and limited only to
the  extent  necessary  to  bring  it within the requirements of the law without
invalidating  or  affecting  the  remaining  provisions  of  this  Lease.

     29.10  Each  of  the  parties  hereto shall execute and deliver any and all
additional  papers,  documents,  and  other assurances, and shall do any and all
acts and things reasonably necessary in connection with the performance of their
obligations  hereunder  and  to  carry  out  the  intent  of the parties hereto.

     29.11  No amendment, change or modification of this document shall be valid
unless  in  writing  and  signed  by  all  of  the  parties  hereto.

     29.12  All  of the terms and provisions contained herein shall inure to the
benefit  of  and  shall  be  binding upon the parties hereto and their permitted
successors  and  assigns.

     29.13  This  document may be executed in one or more separate counterparts,
each  of  which,  when  so  executed,  shall  be  deemed to be an original. Such
counterparts  shall  together  constitute  and  be  one and the same instrument.

     29.14  The.  captions  appearing at the commencement of the articles hereof
are  descriptive  only  and  for  convenience  in reference. Should there be any
conflict  between  any  such  caption  and the article, the article and not such
caption  shall  control  and  govern  in  the  construction  of  this  document.

          29.1  5  As  long  as Tenant is not in default of any of the terms,
covenants  and conditions of this Lease, Landlord covenants that Tenant, during-
the  Term  hereof;  shall  have  the  quiet  use  and enjoyment of the Facility.
          29.16  The  persons executing this Lease on behalf of Tenant represent
and warrant to Landlord that such persons are executing this Lease pursuant to a
resolution  of Tenant's board of directors. Concurrently with Tenant's execution
of  this  Lease, Tenant shall deliver to Landlord a certified copy of a board of
directors'  resolution  confirming  the  foregoing  authority.
          29.17  Whenever  under  any  provision  of  this  Lease or any exhibit
thereto,  Tenant shall be obligated to make any payment or expenditure, or to do
any  act  or  thing,  or  to  incur  any liability whatsoever, and Tenant fails,
refuses  or  neglects  to perform as herein provided, Landlord shall be entitled
but  shall  not be obligated to make such payment or expenditure, or do any such
act  or  thing, or to incur any such liability, all on behalf of and at the cost
and  for  the  account  of Tenant, together with interest at the maximum rate of
interest  permitted  by  law, or if no maximum rate then applies, at the rate of
18%  per  annum.

          29.18  This  Lease  is  subject  to  the  terms of the Working Capital
Agreement  between  Landlord  and  Tenant  attached  hereto  as  Exhibit  D.







WILLOW  CREEK  ASSISTED  LIVING
SIGNATURE  PAGE  FOR  LEASE  OF  Folsom,  CA  DATED
February  21,  2002  between  Sacramento County Assigned, LLC (Landlord) and the
RAL,  Inc.(TENANT).

Landlord:



Landlord  Address:
Sacramento  County
Assisted  LLC
2025  First  Ave.,  #890
Seattle,  WA  98121

With  a  copy  to:
Duane  Morris  LLP
One  Liberty  Place
Philadelphia,  PA  19103-7376
Attn:  David  I.  Haas

Tenant:     RAL,  Inc.
     dba  RAL-Operations,  Inc.
     By:          _
Tenant's  Address:     Name:     Steven  L.1GXsh          )
121  SW  Morrison,  #1000  Title:     Treasurer
--
--
Portland,  OR  97204
With  a  copy  to:     David  P.  Miller,  Esq.
     Stoel  Rives  LLP
     900  SW  Fifth  Avenue,  Suite  2600
     Portland,  OR  97204






SIGNATURE  PAGE  FOR  LEASE  OF     DATED
     BETWEEN,ar,~h  .  t.~  ('f~  `(LANDLORD)  AND  THE
(TENANT).s  ,-~p  ~~

Landlord:


Landlord  Address:


With  a  copy  to:





Tenant:



Tenant's  Address:


With  a  copy  to:






EXHIBIT  INDEX:
Exhibit  A  -  Description  of  Folsom,  California  Real  Property
Exhibit  B  -  Description  of  Personal  Property
Exhibit  C  -  Transfer  of  Operations  Provisions
Exhibit  D  -  WorkingCapital  Agreement
               -------




                                    EXHIBIT A
                 DESCRIPTION OF FOLSOM, CALIFORNIA REAL PROPERTY

See  Attached














CITY  OF  FOLSOM

PARCELS  B  AND C AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN THE OFFICE OF THE
COUNTY  RECORDER OF SACRAMENTO COUNTY, CALIFORNIA ON MAY 26, 1992 IN BOOK 130 OF
PARCEL  MAPS  AT  PAGE  21.

SAID PARCELS WERE MERGED INTO ONE PARCEL BY A CERTIFICATE OF COMPLIANCE RECORDED
FEBRUARY  18,  1997  IN  DOCUMENT  N0.  970218-1285,  OFFICIAL  RECORDS

ASSESSOR'S  PARCEL  NUMBER:     071-1160-010-0000
                                    EXHIBIT B
                        DESCRIPTION OF PERSONAL PROPERTY

COLUMBIA  PACIFIC  MANAGEMENT
FOLSOM  &  SCOTTSDALE
PERSONAL  PROPERTY  LIST
WILLOW  CREEK  FOLSOM
     Acquisition
          Date     Description     Cost

FURNITURE  & EQUIPMENT
------- ----
     8/29/97     1  Host  Carpet  Dry  Clean  Machine          1,334.19
     8/29/97     Aquacat  10  SCE  Extractor          2,151.13
     8/29/97     Rm  Marshal  Recept  Bge  (6)               655.04
     8/29/97     Sanitare  7  Amp  Vacuum          1,060.70
     8/29/97     Sanitare  Wide  Track  16  (2)               565.68
     10/28/97     2  JVC  27"  TVs               879.94
     10128/97     2  VCRs  &  1  Telecorder               639.96
     10/28/97     Stereo          1.239.76
     11/1/97     Popcorn  Machine  &  Cart          1,314.64
     1/1/98     Paging  System          8.446.01
    4/1/98     1  Uninsulated  Holding  Cabinet          1,235.46
     4/15/99     Floor  and  Carpet  scrubber          1,128.43
     10/1  /99     Coutnertop  Fryer               581.20
     8/1/00     Wander  Guard     20,953.96
     9/13/00     Wander  Guard          896.40
     11/1/00     Bench  &  Wall  Hangings     2,415.94
     11/1/00     Framed  Artwork     4,954.95
     11/1/00     Wander  Guard     1,095.57
     1/10/01     Wander  Guard     1,106.50
     5/2/01     Wandergard  Wrist  straps          725.48
     7/27/01     Beauty  Shop  Chair  &  Dryer          734.21
     10/31/97  1     Acrylic  Table  top               61.75
     10131/97  1     Furniture  Installation     3,606.00
     10/31/97  1     Fabrics  for  Chairs          127.38
     10/31/97  1     Lane  Marbella  Chair          882.00
     10/31/97  1     Folsom  Historical  Photos          529.89
     10/31/97  1     Frame  &  Mat  Photos     1,270.10
     10/31/97  1     Install  Artwork/Mirrors     1,223.04
     10/31/97  1     Accessories     1,825.04
     10/31/97  1     Jackson  Dining  Table          200.50
     10/31/97  8     Windsor  5  Ft  Bench     2,414.72
     10/31/97  8     Windsor  Shorea  Armchair     1,545.60
     10/31/97  4     Windsor  24x24  Planters          893.76
     10/31/97  4     Windsor  19x19  Planters          624.96
     10/31/97  4     Chelsea  21"  End  Table          739.20
     10/31/97  4     42"  Round  table  w/  umbrella          874.00
     10/31/97  16     Huntington  Contract  Dining  Chair     2,096.00
     10/31/97  4     Siena  Octagon  Market  Umbrella     1,226.36
10/31/97  2          Huntington  Double  Glider                    719.30
10/31/97  4          Round  Steel  Umbrella  Base                    360.88
10/31/97  1          Furniture  Installation          11,984.00
10/31/97  1          Security  Mount  Brackets               276.00
10/31/97  1          Accessories          1,277.36
10/31/97  1          Fine  Art  Bowl  w/metal  stand               162.40
10/31/97  1          Vignale  Furniture  Fabric                    98.00
10/31/97  1          Vanguard  Framed  Prints          9,391.98
10/31/97  1          Silk  Peddler  Trees  and  Plants     10,659.05
10/31/97  1          Wurlitzer  Baby  Grand  Piano          6,540.80
10,`31/97  1          Twin  Mattress  sets,  Bedding  Etc.               341.87
10/31/97  1          Furniture  Installation          1,  740.74
10/31/97  1          FlexsteelOttoman               161.78
10/31/97  2          Isabella  Lamp               378.56
10/31/97  2          Albany  Soft  Side  Shade  Lamp               311.36
10/31/97  1          Chickabee  Table  Lamp               133.28
10/31/97  45          Shower  Chairs          2,475.00
10/31/97  2     Winston  Oval  End  Table               508.48
10/31/97  1     Winston  Writing  Table               224.00
10/31/97  4     Winston  Chippendale  Desk  Chair               609.28
10/31/97  1     Luna  Del  Mar  Lamp               211.68
10/31/97  2     Winston  Pedestal  Activity  Table               161.28
10/31/97  2     Winston  Twin  Size  Headboard               302.40
10/31/97  2     Winston  Nightstand               439.04
10/31/97  1     Winston  Chest               369.60
10/31/97  2     Carolina  Mirror  21  x  35               161.28
10/31/97  2     Winston  TV  Armoire     1,182.72
10/31  /97  2     Kaemark  Kwikset  Dryer  w/  Hood          423.26
10/31/97  1     Kaemark  Nail  Station          550.23
10/31/97  1     Kaemark  Magnifier  Lamp               95.76
10/31/97  2     Queen  Anne  Bench          303.00
10/31/97  1     Furniture  Fabric          167.70
10/31/97  1     American  Revival  Home  Electronics  C     1,363.04
10/31/97  1     Cannister  Table  Lamp          218.40
10/31/97  2     Remington  Jar  table  Lamp          257.60
10/31/97  7     Institutional  Stacker  Chairs  w/  arms          597.10
10/31/97  1     Hydraulic  Styling  Chair          530.88
10/31/97  1     Martha  Washington  Chair          222.26
10/31/97  1     Furniture  Fabric               45.68
10/31/97  8     Jackson  Activity  Chair     1,513.28
10/31/97  1     Furniture  Fabric          302.40
10/31/97  2     Farmcraft  Wood  Top  Table     1,422.40
10/31/97  i     Furniture  Fabric          433.23
10/31/97  1     Jackson  Lounge  Chair          301.19
10/31/97  1     Furniture  Fabric          307.45
10/31/97  2     Jackson  Lounge  Chair          548.40
10/31/97  1     Furniture  Fabric          169.65
10/31/97  1     Quoizel  Table  Lamp          182_.00
10/31/97  1     Minoff  Floor  Lamp          361.20
10/31/97  1     Jackson  Sofa  w/  reversible  cushions          526,84
10/31/97  '1     Furniture  Fabric          475.15
10/31/97  1     Jackson  Loveseat  w/  reversible  cushi               434.52
10/31/97  1     Furniture  Fabric               322.56
10/31/97  1     Compatible  Suranac  End  Table               486.08
10/31/97  1     Falcon  Wood  Arm  Chair-upholstered               143.64
10/31/97  1     Furniture  Fabric                    40.32
10/31/97  1     Minoff  Table  Lamp               226.80
10/31/97  1     Furniture  Fabric               726.70
10/31/97  2     Flexsteel  Lounge  Chair               648.14
10/31/97  1     Furniture  Fabric          1,383.20
10/31/97  1     Fabric  Repellent                    72.39
10;31/97  1     Skirted  Straightback  Loveseat               315.71
10/31/97  30  Institutional  Stacker  Chairs  w/  arms          2,419.20
10/31/97  5     Fold-a-top  Table          1,424.65
10/31/97  5     Falcon  Table  Base               775.60
10/31/97  2     Rectangular  Folding  Banquet  Table               333.76
10/31/97  4     Jackson  Wing  Chair  w/  reversible  cu          1,289.12
10/31/97  2     Camden  Cove  Activity/Arm  Chair               463.68
10/31/97  1     Furniture  Fabric               151.20
10/31/97  1     Falcon  Table  Base               122.72
10/31/97  1     Falcon  Table  Top               349.94
10/31/97  4     Symmetry  Arm  Stack  Chair     1,048.32
10/31/97  4     Henry  Ceramic  Table  Lamp          667.52
10/31/97  2     Camden  Cove  Activity  Table               380.80
10/31/97  2     Camden  Cove  Activity/Arm  Chair          463.68
10/31/97  2     Home  Run  open  Bookcase          492.80
10/31/97  2     Thomasville  Recliner          564.48
10/31/97  2     Motmot  Wicker  Table  Lamp          322.56
10/31/97  1     Southland  Entertainment  Center          730.24
10/31/97  1     Furniture  Fabric          151.20
10/31/97  2     Thomasville  Recliner          564.48
10/31  /97  2     Camden  Cove  End  Table          331.52
10/31/97  4     Eclipse  Club  Chair     1,814.40
10/31  /97  2     Marbella  Chair          882.00
10/31/97  1     Furniture  Fabric          127.38
10/31/97  2     Chippendale  End  Table          291.20
10/31/97  1     Furniture  Fabric          224.96
10/31/97  1     Olympia  Wicker  Table  Lamp          144.48
10/31/97  1     Jackson  Oval  End  Table          189.19
10/31/97  1     Fold-a-top  Table          309.57
10/31  /97  1     Eclipse  Settee          574.56
10,131/97  2     Marbella  Round  End  Table          399.84
10/31/97  2     Acrylic  Table  Top               56.00
10/31/97  2     Melon  Ceramic  Table  Lamp          132.16
10/31/97  1     Single  TVNCR  Center          412.16
10/31/97  2     Large  Gooseneck  Chair          557.94
10/31/97  7     42  x  42  Table  Top          861.84
10/31/97  33     Ladder  Back  Arm  Chair     5,673.36
10/31/97  1     Marbella  Settee          746.76
10/31/97  1     Furniture  Fabric          234_70
10/31/97  2     Marbella  Chair          882.00
10/31/97  2     Queen  Anne  Bench          321.16
               10/31/97  1     Furniture  Fabric               241.92
               10/31/97  4     Jackson  Sofa  Table               936.36
               10/31/97  5     Carolina  Mirror  27  x  35               442.40
               10/31/97  8     Falcon  Table  Base               788.48
               10/31/97  2     American  Revival  Eastlake  Bookcase
1,507.52
               10/31/97  2     European  Crossroads  Lamp               560.00
               10/31/97  2     European  Crossroads  Lamp               178.08
               10/31/97  3     American  Revival  Wood  Top  Lamp  Ta
1,065.12
               10/31/97  2     Jackson  Wing  Chair  w/  reversible  cus
493.52
               10/31/97  1     Ritter  Exam  Stool               391.16
               10/31/97  1     Midmark  Exam  Light               282.24
               10/31/97  3     Symmetry  Arm  Stack  Chair               840.69
-               10/31/97  3     Reveal  Double  Pedestal  Desk          1,486.32
               10/31/97  1     Reveal  Credenza               474.27
               10/31/97  1     Furniture  Fabric               524.16
-               10/31/97 1     Frederick Ceramic Table Lamp               155.68
               10/31/97  3     Institutional  Stacker  Chairs  w/  arms
235.74
               10/31/97  1     Ritter  Exam  Table          1,114.40
-               10/31/97  1     Furniture  Fabric               698.88
               10/31/97  4     Jackson  Wing  Chair  w/  reversible  cus
1,215.68
               10/31/97  1     Furniture  Fabric               235.68
               10/31  /97  1     Jackson  Oval  End  Table               189.19
               10/31/97  1     Grandview  Sofa  Table               650.72
          Aft     10/31/97  8     Institutional  Stacker  Chairs
365.28
               10/31/97  2     Decorator  Bulletin  Board               34.72
               10/31/97 1     Jackson Sofa w/reversible cushions          463.58
               10/31/97  9     Antrhom  Posture  Chair     1,873.44
               10/31/97  11     Jackson  Dining  Table     2,205.50
               10/31/97  2     Harrington  Hill  Lamp          336.00
               10/31/97  1     Jackson  Straightback  sofa          568.55
               10/31/97  1     Furniture  Fabric          309.12
               10/31/97  1     Stain  Repellant               95.20
               10/31/97  4     Jackson  Straightback  Chair     1,144.92
               10/31/97  2     Small  Gooseneck  Chair          379.22
               10/31/97  1     Furniture  Fabric          156.80
               10/31/97  1     Stain  Repellant               95.20
               10/31/97  2     Jackson  End  Table          378.38
               10/31/97  2     Pantheon  Bakers  Rack          918.40
               10/31/97  80     Jackson  Arm  Chair  w/casters     14,443.20
               10/31/97  1     Furniture  Fabric          996.27
               10/31  /97  1     Furniture  Fabric          265.32
               10/31/97  1     Jackson  Straightback  Loveseat          332.50
               10/31/97  1     Furniture  Fabric          352.80
               10/31/97  1     Acrylic  Table  Top          679.25
               10/31/97  8     Jackson  Custom  Dining  Table     1;837.28
               10/31/97  8     Acrylic  Table  Top          544.32
               10/31/97  2     Jackson  Dining  Table          423.68
     Aft     10/31/97  2          Acrylic  Table  Top          123.50
               10/31/97  1     Terrace  Garden  Door          890.40
               10/31/97  1     Terrace  Garden  End  Table          361.76
10/31/97  1     Remington  Swing  Arm  Desk  Larnp     207-20
10/31  /97  2     Falcon  Table  Top                    241.92
10/31  /97  2     Falcon  Table  Base                    310.22
10/31/97  1     Prairie  Oak  Sideboard          1,298.08
10/31/97  1     Prairie  Oak  Sideboard  Gallery  Rail                    151.20
10/31/97  1     Pantheon  Mirror                    240.80
10/31/97  1     Chair  to  Match  dimensions                    295.68
10/31/97  1     Furniture  Fabric                    191.52
10/31/97  1     Craftsman  Oval  Dining  Table               985.60
10/31/97  6     Trio  Side  Chair          1,391.04
10/31/97  1     Furniture  Fabric                    78_66
10/31/97  2     Trio  Arm  Chair               546.56
10/31/97  1     Furniture  Fabric                    26.22
10/31/97  1     EOC  Printer  Table               391.61
10/31/97  4     EOC  Lateral  File  Cabinets          2,070.44
10/31/97  4     EOC  Open  Bookcase               973.76
10/31/97  1     Anthrom  Posture  Armchair               309.96
10/31/97  1     EOC  Cylinder  Table               195.56
10/31/97  1     Granite  Top  Mobile  Server               993.44
10/31/97  2     Tanaier  Lamp               380.80
10/31  /97  2     Anthrom  Posture  Armchair               619.92
10/31/97  3     Symmetry  Arm  Stack  Chair               786.24
10/31/97  1     Special  Reveal  Desk          1.041.27
10/31/97  1     Evanston  Cocktail  Table               602.56
10/31  /97  1     Falcon  Hospitality  Table               612.62
10/31/97  1     Elmhurst  Mirror          404.32
10/31/97  2     Tanaier  Lamp          369.60
10/31/97  1     Tangier  Lamp          207.20
10/31/97  1     Furniture  Fabric          290.55
10/31/97  2     Jackson  Wing  Chair          489.00
10/31/97  1     Furniture  Fabric          164.88
10/31/97  4     Settlement  End  Table     1,420.20
10/31/97  4     Pantheon  Oval  End  Table     1,232.00
10/31/97  2     Queen  Anne  Bench          266.72
10/31/97  1     Furniture  Fabric               61.60
10/31  /97  1     Straightback  Sofa          483.54
10/31/97  1     Furniture  Fabric          245.85
10/31/97  2     Straightback  Chair          572.46
10/31/97  1     Furniture  Freight     14,444.51
10/31/97  1     Furniture.Tax     14,696.47
04/28/97  1     Additional  Furnishings     2,954.36
03/22/98  2     Trio  Side  Chair          463.68
03/22/98  1     Furniture  Fabric               26.22
03/22/98  1     Furniture  Freight     67.50
     03/22/98  1     Furniture  Tax          43.20
     03/23/98  1     Signage  (tax/freight  included)          114.81
     08/01/98  1     Additional  Office  Furniture          31,601.35
     08/11/97  1     Kitchen  Equipment          78,031.00
     08/11/97  1     Kitchen  Equipment  Tax          6,047.40
     1     Intercom  System          6,500.00
     1     Residential  Appliances          50,623.15
     1     Nurse  Call  System          35,500.00
          TOTAL  FURNITURE  &  EQUIPMENT     476,986.11
          COMPUTER  EQUIPMENT
5/10/97          Powersite,  BCL  Power  Anywhere          1.939.50
5/27/97          Kronos  Time  Clock          3,662.42
5/27/97          LaserJet  6P          835.07
7/1/97          Clone  p133  1.6  GB,  16MB          1,755.25
6/1-/98          GP6-266  System  with  MMX          1,577.46
10/1/99          Reps  Software          1;772.49
12/15,'99          DeskJet  Printer          225.20
12/15/99          Gateway  Computer          1,217.57
11/1/00          Fax  Machine/Printer/Scanner          299.31
1/25/01          Gateway  Printer          214.42
1/25/01          Gateway  Computer          1,204.65
2/12/01          Computer  Equipment          421.94
3/1/01          Kronos  Software          771.19
7/  1  1  /01          Computer  System          1,612.50
          Total  Computer  Equipment     17.508.97










0
                                    EXHIBIT C
                        TRANSFER OF OPERATIONS PROVISIONS

1.     On  the  Lease  Termination  Date,  Tenant  shall  transfer and convey to
Landlord  all
consumable  inventories  of  every  kind  and  nature  whatsoever  (specifically
including,  but
not  limited to, all pharmacy supplies, medical supplies, office supplies, other
supplies  and
foodstuffs)  owned by Tenant as of the Lease Termination Date and located at the
Facility
(the  "Inventory").  Tenant shall have no obligation to deliver the Inventory to
any
location     other  than  the  Facility, it being understood and agreed that the
presence  of  the
Inventory  at  the  Facility  on  the  Lease  Termination  Date shall constitute
delivery  thereof.
Tenant     shall  execute  a  Bill  of  Sale in form and substance acceptable to
Tenant  and
Landlord  which  confirms  the  conveyance of the Inventory provided for herein.

2.     Transfer  of  Resident  Deposits
       --------------------------------

     2.1.     Within  five  (5)  days  after  the Lease Termination Date, Tenant
shall  prepare. and deliver to Landlord a true, correct, and complete accounting
and  inventory  (properly reconciled) of any resident deposits held by Tenant as
of  the  Lease  Termination  Date  (the  "Resident  Deposits").

2.2.     On  the  Lease  Termination Date. Tenant shall transfer to Landlord the
'r     Resident  Deposits  and  Landlord  hereby agrees that it will accept such
Resident  Deposits
in  trust  for  the  residents/responsible  parties  and  be  accountable to the
residents/responsible  parties for such Resident Deposits in accordance with the
terms  of
this  Agreement  and  applicable  statutory  and  regulatory  requirements

     2.3.     Landlord  shall  have  no  responsibility  to  the  applicable
resident/responsible  party and regulatory authorities in the event the Resident
Deposits  delivered  by  Tenant  to  Landlord  pursuant  to  Section  2.2  are
demonstrated  to  be less than the full amount of the Resident Deposits for such
resident  as  of  the Lease Termination Date, for inaccuracies in the accounting
and  inventory  provided  by  Tenant,  or for claims which arise from actions or
omissions  of  Tenant  with  respect to the Resident Deposits prior to the Lease
Termination  Date.

     2.4.     From  and  after  the  Lease Termination Date Tenant shall have no
responsibility  to  the  applicable  resident/responsible  party  and regulatory
authorities  with  respect  to  any  Resident  Deposits  delivered  to Landlord.

3.     Employees.

     To  the  extent  Tenant  has any employees at the Facility during the Lease
Term,  Tenant shall terminate all such employees at the Facility effective as of
the  Lease Termination Date, and Tenant shall pay directly to such employees all
wages  and benefits which are required by law to be paid to such employees as of
the  Lease  Termination
_     Date.







4.     Access  to  Records.
       -------------------

     4.1.     On  the  Lease  Termination Date, Tenant shall deliver to LANDLORD
ALL  of  the  records  of  the  Facility.  Nothing  herein shall be construed as
precluding Tenant from removing from the Facility, with the consent of Landlord,
which  shall  not  be  unreasonably  withheld, at reasonable times copies of the
financial  records  which  relate  to  its operations at the Facility and/or the
originals  of  any  proprietary  materials  related  to  its  overall  corporate
operations  that  are  not necessary to the efficient operation of the Facility.

     4.2.     From  and after the Lease Termination Date and for a period of one
(1)  year  thereafter,  Landlord  shall  allow  Tenant  and  its  agents  and
representatives  to  have reasonable access to (upon reasonable prior notice and
during  normal business hours), and to make copies of, the books and records and
supporting  material  of  the  Facility  relating  to  the  period  prior to and
including  the  Lease  Termination  Date,  to the extent reasonably necessary to
enable Tenant to among other things investigate and defend malpractice, employee
or  other  claims,  to file or defend tax returns, to verify accounts receivable
collections  due Tenant. At the expiration of such one year period, Tenant shall
have  the  right,  at  its  sole  cost  and expense to make copies of any of the
Facility  records  j which relate to the period covered by the Term of the Lease
which  is  reasonably  deems  to be necessary for the purposes described herein.
     4.3.     Tenant  shall  be  entitled to remove the originals of any records
delivered  to  Landlord,  for  purposes  of  litigation  involving  a patient or
employee  to  whom  such  record relates, if an officer of or counsel for Tenant
certifies that such original must be produced in order to comply with applicable
law  or  the  order of a court of competent jurisdiction in connection with such
litigation.  Any  record  so  removed  shall  promptly  be  returned to Landlord
following  its use, and nothing herein shall be interpreted to prohibit Landlord
from  retaining  copies  of  any  such  documents.

     The  provisions  of  this Exhibit C shall survive the expiration or earlier
termination  of  the  Term  of  the  Lease.


                                    EXHIBIT D
                                    ---------
                        FORM OF WORKING CAPITAL AGREEMENT
                        ---------------------------------

WORKING  CAPITAL  AGREEMENT

THIS  AGREEMENT is made and entered into as of the 21st day of February, 2002 by
and  between  Sacramento  County  Assisted  LLC  ("Landlord")  and  RAL,  Inc.
("Tenant").
RECITALS

A.  Tenant  is  the licensed operator of that 130 unit licensed residential care
facility for the elderly commonly known as Regent at Willow Creek and located in
Folsom,  California  (the  "Facility").

B.     Landlord  has  agreed  to purchase the Facility, and Tenant has agreed to
lease  the  Facility  back  from  Landlord  pursuant  to  the terms of a certain
Lease  dated  this  date  between  Landlord  and  Tenant  (the  "Lease"),  which
Lease  provides  for  a  term  commencing  on  the  date Landlord acquires title
to  the  Facility  and  continuing  until  such  time  as  Landlord  and/or  its
designee  can  secure  a  license  to  operate  the Facility from the California
Department  of  Social  Services  or  October  29,  2002,  whichever  is earlier
(the  "Lease  Term").

C.  Landlord  has  agreed  to  provide Tenant with funds sufficient to cover the
expenses  associated  with  the operation of the Facility during the Lease Term.

D.     The  parties  are  interested  in  documenting the terms and condition on
which  such  funding  will  be  provided  and  the rights of each of the parties
hereto  in  and  to  such  funding.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  of  the  parties  set  forth  herein, it is hereby agreed as follows:

     1.  Landlord shall provide Tenant with the funds required for the operation
of  the  Facility  during  the Lease Term on the following terms and conditions:

     (a)  Landlord and Tenant shall establish for the Facility a working capital
account  ("Working  Capital  Account").  Such  Working  Capital Account shall be
available  to  Tenant for the payment of ordinary and necessary expenses for the
operation  of  the Facility. Landlord shall make deposits to the Working Capital
Account  from time to tune as necessary to maintain a minimum balance of 530,000
at  all  tinges  during the Lease Term. All of the expenditures by Tenant during
the  Lease  Term  shall  be  ordinary  and  reasonable  and consistent with past
practices.  Any  capital  expenditures or expenses not in the ordinary course of
business  shall  be  approved  by  Landlord  in  its  sole  discretion.

(b)  Tenant  shall  cause to be prepared and provided to Landlord any reasonable
operational information with respect to the Facility which may from time to time
be  specifically  requested  by  Landlord,  including  any information needed to
assist  Landlord  in  completing tax returns and in complying with the reporting
requirements.  In  addition,  within  thirty  (30)  days  after  the end of each
calendar month during the Lease Term, Tenant shall provide, or shall cause to be
provided, to Landlord an unaudited balance sheet of the Facility, dated the last
day  of  such  month, and an unaudited statement of income and expenses for such
month  and for the fiscal year to date relating to the operation of the Facility
showing  trends,  the variance between THE ACTUAL AND BUDGETED operating results
of  the  Facility  for said month and with a rent roll and census report for the
month  indicating  the  number  of units occupied and the number of units vacant
(collectively,  the  "Statements"). Such monthly reports shall also show summary
and itemization of accounts receivable for the Facility and report of collection
action(s)  taken  and  status  of  any collection action(s). Furthermore, Tenant
shall  prepare  and  provide,  or cause to be prepared and provided, to Landlord
such  other  reports  and information as Landlord shall reasonably request. Upon
request,  Tenant  shall  cooperate  with Landlord or Landlord's certified public
accountant  in the event Landlord elects, or is required, to have audited annual
financial  statements  prepared.

     (c)  In  the  event that the Statements for any month during the Lease Term
show a net operating profit, then the amount of such profit shall be remitted to
Landlord  within  three  (3)  business  days  after  Landlord's  receipt  of the
Statement.

     (d)  For  purposes  hereof,  the.  cash  receipts  of the Facility shall be
defined  as  all  cash  received  by  the  Facility  in  any manner, directly or
indirectly  from  the  operation  and  use  of  the  Facility, including without
limitation,  fees  and  other  amounts  received  directly  from  residents, all
receipts  from  the  sale  of food and beverages from the Facility, all receipts
from  medical,  nursing  and  personal  care  of  patients or residents, amounts
received  from  concessionaires,  subcontractors,  agencies,  etc.,  but  shall
specifically  exclude  the proceeds from the sale of the Facility or any portion
thereof  including  any  of  the  Facility  equipment  and  any  insurance  and
condemnation  proceeds  and any and all pass through amounts for which Tenant is
merely  acting  as  the collection agent. The cash disbursements of the Facility
shall  not  include  depreciation  or  amortization  expense,  but shall include
capital  expenditures  approved  by  Landlord.

(e)  Tenant  covenants  and agrees that during the Lease Term it shall cause the
Facility  to  be  operated  in accordance with its past practices (except to the
extent  such  practices  are  modified at the request of regulatory authorities)
including,  but  not  limited  to,  paying  its  accounts  payable and incurring
operating  expenses  in  accordance  with  its  past  operating  practices.  In
furtherance  and  not  in limitation of the foregoing, Tenant shall be deemed to
have  incurred  operating  expenses  in accordance with past practices (A) if at
anytime  during  the  Lease  Term  the  Facility is not subject to extraordinary
regulatory  sanctions,  such  as  stop  placement  orders,  if such expenses are
consistent  with the amounts expended during prior periods when the Facility was
not  subject  to  such  extraordinary regulatory sanctions and (B) if at anytime
during  the  Lease  Term  the  Facility  is  subject to extraordinary regulatory
sanctions,  such  as stop placement orders, if such expenses are consistent with
the  amounts expended during prior periods when the Facility was subject to such
extraordinary  regulatory  sanctions.  In  addition  to  the foregoing, expenses
related  to  the  maintenance  and/or  renewal  of  Tenant's  Facility  license,
including  without limitation fees and reasonable travel expenses, if any, shall
be  reasonable  expenses  covered  by  Section  1(a).

     (f)     In  the event Tenant receives invoices subsequent to the expiration
or  earlier  termination of the Lease Term which relate to the expenses incurred
by  Tenant in connection with the operation of the Facility and were incurred by
Tenant  in  accordance  with this Agreement during the Lease Term and which were
not  included  in  the Statements which are the subject of this Section I(e), it
shall  forward  the  same to Landlord and Landlord shall timely process the same
for  payment.  In  the event Tenant receives and pays invoices subsequent to the
expiration  or  earlier  termination  of the Lease Term which relate to expenses
incurred  by  Tenant in connection with the operation of the Facility during the
Lease  Term and ,which were not included in the Statements which are the subject
of  this  Section  1,  upon  submission  to Landlord of copies of the applicable
invoices along with documentation confirming such payment, Landlord shall timely
reimburse  Tenant  for  such  payments. Any payments due from Landlord to Tenant
pursuant  to this -Section 1(e) which are not paid within thirty (30) days after
Landlord's  receipt  of  Tenant's request for payment shall bear interest at the
rate  of  1 % per month from the date of submission to Landlord to the date paid
by  Landlord.  Landlord's  obligation  to,  pay  the  invoices described in this
Section  I(e)  is  subject  to  Tenant's obligation to have incurred the same in
accordance with the operating requirements. set forth in Section I(e) and to the
limitations  on  Landlord's  obligations  set  forth  in  Section  1(e)  .

     (g)  Notwithstanding  anything  otherwise  set  forth  herein,  Tenant
acknowledges  and  agrees that Landlord's obligations under this Agreement shall
be  subject  to the following additional limitations: (i) Landlord shall have no
obligation  to  reimburse  Tenant  for  any amounts expended by Tenant to cure a
default  under  the  Lease  or  under  this  Agreement  unless Tenant is able to
demonstrate that such default is solely and directly attributable to a breach by
Landlord  of  its  obligations under this Agreement, (ii) Landlord shall have no
obligation  to  reimburse  Tenant  for  any amounts expended with respect to the
operation  of  the  Facility from and after the occurrence of a material default
under  the  Lease  until  such  time as the default is cured; provided, however,
nothing herein shall preclude Landlord from providing such reimbursement subject
to  any  rights  or remedies available to it under the Lease as a result of such
default, and (iii) Landlord shall have no obligation to reimburse Tenant for any
amounts  expended  with  respect to the operation of the Facility by Tenant from
and  after the expiration or earlier termination of the Lease. All sums expended
for matters which Tenant is obligated to pay for under Articles 7, 12 and 14, or
paragraph  8.2.5  of the Lease are agreed to be amounts expended in the ordinary
course  of  business.

2.  Tenant  shall  have  no obligation to repay to Landlord the amounts advanced
pursuant  to  this  Agreement  and  there  shall  be no proration of revenues or
expenses  related to the operation of the Facility during the Lease Term between
Landlord  and  Tenant  it  being  understood  and  agreed  that, notwithstanding
anything  contained in the Services Agreement to the contrary, Landlord shall be
entitled  to  all  such revenues and shall be responsible for all such expenses,
subject  to  the  limitations  set  forth  in  this  Agreement.

3. Landlord shall indemnify and hold harmless Tenant, all affiliates, successors
and  assigns of Tenant, and all of Tenant's and such affiliates, successor's and
a1,,,,n's directors, officers, employees and agents FROM AND AGAINST ANY AND ALL
DEMANDS,  claims,  causes  of  action,  fines,  penalties,  damages  (including
consequential  damages),  losses,  liabilities  (including  strict  liability),
judgments,  and  expenses  (including, without limitation, reasonable attorneys'
and  other  professionals'  fees and court costs) incurred in connection with or
arising  from: (i) Landlord's operation of the Facility after the Lease Term has
expired  and  Tenant  has  vacated  the Facility, (ii) any breach, violation, or
nonperformance of any law, ordinance, or governmental requirement of any kind by
Landlord  with  respect  to  the  Facility  after the Lease Term has expired and
Tenant  has  vacated  the Facility; and (ii) any injury or damage to the person,
property  or business of Landlord, its employees, agents, contractors, invitees,
visitors,  or  any  other  person
entering  upon  the  Facility  that  occurs after the Lease Term has expired and
Tenant  has vacated the Facility. In addition, Landlord shall indemnify and hold
harmless  Tenant  and  Emeritus  and  their  respective shareholders, directors,
officers  and  employees from any and all third party claims, demands, causes of
action,  losses,  damages,  fines,  penalties,  liabilities, costs and expenses,
including  attorneys'  fees  and  court costs (except to the . extent covered by
insurance  carried or required to be carried pursuant to the Lease) sustained or
incurred by or asserted against any one or more of them relating to the Facility
that results from the negligence or willful misconduct of Landlord in performing
its  obligations  under  this  Agreement  or  from a breach of this Agreement by
Landlord.

     4. Tenant shall indemnify and hold harmless Landlord, its partners, members
(including  the shareholders, officers and directors of any corporate partner or
member),  agents, employees, successors and lenders from and against any and all
demands,  claims,  causes  of  action,  fines,  penalties,  damages  (including
consequential  damages),  losses,  liabilities  (including  strict  liability),
judgments,  and  expenses  (including, without limitation, reasonable attorneys'
and  other  professionals'  fees  and  court  costs)  caused  by,  or arising in
connection  with, any negligent act or omission or willful misconduct of Tenant,
its  agents,  contractors,  employees  or  invitees.

     5. This Agreement, together with the Lease, represents the entire and final
agreement  of  the  parties hereto with respect to the subject matter hereof and
supersedes all prior negotiations, discussions or writings with respect thereto.
This  Agreement  may  not  be  amended  or modified except by written instrument
signed by the parties hereto. Notwithstanding the foregoing, Tenant specifically
acknowledges  and  agrees  that  any  and all rights granted to Tenant under the
Lease shall be subject to any limitations imposed on Tenant under this Agreement
with  respect  to  the  operation  of  the  Facility.

    6.  In  the  event  of  a  dispute  among the parties hereto with respect to
the  interpretation  or  enforcement  of  the terms hereof no provision shall be
construed  so  as  to  favor  or disfavor either party hereto. In the event of a
conflict  between  the  provisions  of  this Agreement and the provisions of the
Lease  regarding  Landlord's  obligation  to  reimburse  Tenant for expenses the
provisions  of  this  Agreement  shall  apply.

     7.  In  the  event  of  a  litigated  dispute among the parties hereto with
respect  to the interpretation or enforcement of the terms hereof the prevailing
party  shall  be  entitled  to  collect its reasonable attorneys fees and costs,
including  its  costs  and  fees  on  appeal.

     8.  This  Agreement may be executed in counterparts, each of which shall be
deemed  to  be an original, but all of which taken together shall constitute but
one  and  the  same  instrument.

     9.     This Agreement shall be governed by and construed in accordance with
the  laws  of  the  State  of  California.

     10.  Any  notice  required  to  be  provided hereunder shall be sent by (i)
overnight  delivery,  with  provision for a receipt, postage or delivery charges
prepaid;  or (iii) facsimile transmission. All notices shall be addressed to the
parties  at  the  addresses  set  forth  below:

If  to  Landlord:     Sacramento  County  Assisted,  LLC
     2025  First  Avenue,  Suite  890
     Seattle  WA  98121
     (206)  728-9327
     Attn:  Ruth  Verhoff
With  copy  to:     Duane  Morns  LLP
     One  Liberty  Place
     Philadelphia,  PA  19103-7376
     (215)  979-1311
     Attn:  David  I.  Haas
If  to  Tenant:     RAL,  Inc.  d/b/a  RAL-Operations,  Inc.
     121  SW  Morrison  St.,  Suite  1000
     Portland,  OR  97204
     (503)-  973-7555
     Attn:  Steven  L.  Gish
Will]  copy  to:     Stoel  Rives  LLP
     900  SW  Fifth  Avenue,  Suite  2600
     Portland,  OR  97204
     (503)  294-9812
     Attn:  Todd  A.  Bauman










     Any  such  notice,  if  sent  (a)  by  overnight  delivery, shall be deemed
delivered on the earlier of the date of actual delivery or the next business day
following deposit, postage prepaid, with such overnight delivery service, or (b)
by  facsimile,  shall  be  deemed  delivered on the date when such facsimile was
confirmed  as  received. Either party may change its address for notice purposes
by  giving  notice  of its new address to the other party in accordance with the
terms  of  this  Section  9.

     11. In the event any provision of this Agreement is deemed to be invalid or
unenforceable said determination shall not affect the validity or enforceability
of  the  remaining  provisions  of  this  Agreement.

     IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the day
and  year  first  set  forth  above.

Sacramento  County  Assisted  LLC

     By:     Columbia  Pacific  DA  '02
     Limited Partnership. Its sole member

By:     BF  Limited  Partnership

By:  /s/  Daniel R. Baty
Name:  Daniel R. Baty
Title: Partner



RAL,  Inc.,  an  Oregon  corporation  doing  business  as  RAL-Operations,  Inc.

By:  /s/  Walt Bowen
Name:  Walt Bowen
Title:




</TEXT>
</DOCUMENT>
