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                                                                   EXHIBIT 10.84

Regulatory Agreement
NURSING HOMES
U.S. DEPARTMENT OF HOUSING
AND URBAN DEVELOPMENT
Office of Housing
Federal Housing Commissioner

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Project Number                         Mortgagee
121-22028-ALF                          Red Capital Mortgage, Inc., an Ohio
                                       corporation
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Amount of Mortgage Note                Date
$1,789,700.00                          December 5, 2000
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Mortgage Recorded (State)     County                   Date
California                    Santa Clara              December __, 2000
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Book                                   Page

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        This Agreement entered into this 5th day of December, 2000 between
RETIREMENT INNS II, LLC, a Delaware limited liability company whose address is
245 Fischer Avenue, Suite D-1, Costa Mesa, California 92626 (jointly and
severally, hereinafter referred to as Lessee) and the undersigned FEDERAL
HOUSING COMMISSIONER, (hereinafter called Commissioner).

        In consideration of the consent of the Commissioner to the leasing of
the aforesaid project by ARV CAMPBELL, L.P., a California limited partnership,
Mortgagor, and in order to comply with the requirements of the National Housing
Act and the Regulations adopted by the Commissioner pursuant thereto, Lessees
agree for themselves, their successors, heirs and assigns, that in connection
with the mortgaged property and the project operated thereon and so long as the
Contract of Mortgage Insurance continues in effect, and during such further
period of time as the Commissioner shall be the owner, holder or reinsurer of
the mortgage, or during any time the Commissioner is obligated to insure a
mortgage on the mortgaged property:

        (1)  The lease shall be subject and subordinate to the mortgage securing
             the note or other obligation endorsed for insurance by the
             commissioner;

        (2)  Lessee shall make payments under lease when due;

        (3)  Payments by the lessee to the lessor shall be sufficient to pay all
             mortgage payments including payments to reserves for taxes,
             insurance, etc., payments to the Reserve for Replacements, and to
             take care of necessary maintenance. If at the end of any calendar
             year, or any fiscal year if the project operates on the basis of a
             fiscal year, payments under the lease have not been sufficient to
             take care of the above items, the lessor and lessee upon request in
             writing from the Commissioner shall renegotiate the amounts due
             under the lease so that such amounts shall be sufficient to take
             care of such items; the Commissioner shall be furnished by the
             lessee, within thirty days after being called upon to do so, with a
             financial report in form satisfactory to the Commissioner covering
             the operations of the mortgaged property and of the project;

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        (4)  The lessee shall not sublease the project or any part thereof
             without the consent of the Commissioner;

        (5)  The lessee shall at all times maintain in full force and effect a
             license from the State or other licensing authority to operate the
             project as a nursing home, but the owner shall not be required to
             maintain such a license;

        (6)  Lessee shall maintain in good repair and condition any parts of the
             project for the maintenance of which lessee is responsible under
             the terms of the lease;

        (7)  Lessee shall not remodel, reconstruct, add to, or demolish any part
             of the mortgaged property or subtract from any real or personal
             property of the project;

        (8)  Lessee shall not use the project for any purpose except the
             operation of a nursing home;

        (9)  If a default is declared by the Commissioner under the provisions
             of Paragraph 10 of the Regulatory Agreement entered into by the
             lessor-mortgagor and the Commissioner on the 5th day of December,
             2000, a copy of notice of default having been given to the lessee,
             the lessee will thereafter make all future payments under the lease
             to the Commissioner;

        (10) The lease may be cancelled upon thirty days written notice by the
             Commissioner given to the lessor and the lessee for a violation of
             any of the above provisions unless the violation is corrected to
             the satisfaction of the Commissioner within said thirty day period.

        (11) The Commissioner must approve any change in or transfer of
             ownership of the lessee entity, and any change in or transfer of
             the management operation, or control of the project.

        (12) The lessee shall not reduce or expand, allow to be reduced or
             expanded, or cause the expansion or reduction of the bed capacity
             of the project without the consent of the Commissioner. Any change
             in the bed capacity shall violate this Regulatory Agreement.

        (13) The lessee shall not enter into any management contract involving
             the project, unless such shall contain a provision that, in the
             event of default under the Regulatory Agreement as recited in
             paragraph 9 (above) of this Agreement, the management agreement
             shall be subject to termination without penalty upon written
             request of the Commissioner. Upon such request the lessee shall
             immediately arrange to terminate the contract within a period of
             not more than thirty (30) days and shall make arrangements
             satisfactory to the Commissioner for continuing proper management
             of the project.

        (14) The mortgaged property, equipment, buildings, plans, offices,
             apparatus, devices, books, contracts, records, documents, and other
             papers relating thereto shall at all times be maintained in
             reasonable condition for proper audit and subject to examination
             and inspection at any reasonable time by the Commissioner or his
             duly authorized agents. Lessee shall keep copies of all written
             contracts or other instruments which affect the mortgaged property,
             all or any of which may be subject to inspection and examination by
             the Commissioner or his/her duly authorized agents.

        (15) There shall be full compliance with the provisions of (1) any State
             or local laws prohibiting discrimination in housing on the basis of
             race, color, creed, or national origin; and (2) with the

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             Regulations of the Federal Housing Administration providing for
             non-discrimination and equal opportunity in housing. It is
             understood and agreed that failure or refusal to comply with any
             such provisions shall be a proper basis for the Commissioner to
             take any corrective action he may deem necessary including, but not
             limited to, the refusal to consent to a further renewal of the
             lease between the mortgagor-lessor and the lessee, the rejection of
             applications for FHA mortgage insurance and the refusal to enter
             into future contracts of any kind with which the lessee is
             identified; and further, if the lessee is a corporation or any
             other type of business association or organization which may fail
             or refuse to comply with the aforementioned provisions, the
             Commissioner shall have a similar right of corrective action (1)
             with respect to any individuals who are officers, directors,
             trustees, managers, partners, associates or principal stockholders
             of the lessee; and (2) with respect to any other type of business
             association, or organization with which the officers, directors,
             trustees, managers, partners, associates or principal stockholders
             of the lessee may be identified.

        IN WITNESS WHEREOF, the parties hereto have set their hands and seals on
the date first hereinabove written.


                             RETIREMENT INNS II, LLC
                             a Delaware limited liability company


                             By:     ___________________________
                                     Abdo H. Khoury
                                     Manager


                                     December 5, 2000


                             SECRETARY OF HOUSING AND URBAN
                             DEVELOPMENT ACTING BY AND
                             THROUGH THE FEDERAL HOUSING
                             COMMISSIONER



                             By:     ________________________________
                                     Authorized Agent


                             December 5, 2000